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HomeMy WebLinkAbout2016-08-02 Agenda with BackupCit of Denton City Hall Y 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Meeting Agenda City Council Tuesday, August 2, 2016 1:00 PM Work Session Room & Council Chambers After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, August 2, 2016 at 1:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. Citizen Comments on Consent Agenda Items This section of the agenda allows citizens to speak on Consent Agenda Items only. Each speaker will be given a total of three (3) minutes to address any items he/she wishes that are listed on the Consent Agenda. A Request to Speak Card should be completed and returned to the City Secretary before Council considers this item. 2. Requests for clarification of agenda items listed on the agenda for August 2, 2016. 3. Work Session Reports A. ID 16-912 Receive a report, hold a discussion, and give staff direction regarding nominations to the City's Boards and Commissions. Attachments: Exhibit 1 Nominations Sheet for 2016 B. ID 16-948 Receive a report, hold a discussion, and give staff direction regarding the Community Event Center project. Attachments: Community Event Center Update - Presentation Background and Summary of Community Event Center Development Recommended Concept Design Denton Community Market Strategic Plan Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific items when these items are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. 1. Closed Meeting: A. ID 16-699 Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with City's attorneys, hold a discussion, and give staff direction regarding policy considerations with regard to the IH35 thoroughfare, where a public discussion of this matter would conflict with the duty of the City's attorneys under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas. B. ID 16-913 Deliberations regarding Personnel Matters - Under Texas Government Code Section City ofDenton Page 1 Printed on 7/29/2016 City Council Meeting Agenda August 2, 2016 551.074. Deliberate and discuss the appointment and duties of public officers to boards or commissions exercising discretionary or rule making power as opposed to purely advisory powers, which includes without limitation the Health and Building Standards Commission, the Historic Landmark Commission, the Planning and Zoning Commission, and the Zoning Board of Adjustment. C. ID 16-927 Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086 - Consultation with Attorneys - Under Texas Government Code Sec. 551.071. Receive a presentation from Denton Municipal Electric staff ("DME") regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the DME system; discuss and deliberate strategies regarding same; discuss and deliberate opportunities and strategies for the City to acquire purchased power and enter into agreements regarding the same, in order to meet its future energy needs. Discuss, deliberate and provide Staff with direction. Consult with City's attorneys with regard to agreements related to generation improvements to the DME system as it concerns legal issues associated with these potential agreements where a public discussion of this legal matter 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 16-930 Deliberations Regarding Certain Public Power Utilities: Competitive Matters --- Under Texas Government Code Sec. 551.086; Consultation with Attorneys --- Under Texas Government Code Sec. 551.071. Receive competitive public power information and financial information from staff regarding approval of the Genscape, Inc., a Delaware Corporation, "Master License and Services Agreement (North America)," being a three-year agreement, and being a sole -source acquisition which is exempt from the requirements of competitive bidding under the provisions of Section 252.022, Texas Local Government Code, for software relating to bidding and pricing information for purchased power, generation and fuel, and Electric Reliability Council of Texas bids, prices, offers, and related services for purposes of supporting the Energy Management Organization of DME; discuss, deliberate, provide staff with direction, consider and take final action, making a recommendation regarding said Agreement. Consultation with the City's attorneys regarding legal issues associated with the above acquisition 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. E. ID 16-952 Deliberations Regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section City ofDenton Page 2 Printed on 712 912 01 6 City Council Meeting Agenda August 2, 2016 F. ID 16-963 G. ID 16-1017 551.071. Receive information from staff, discuss, deliberate and provide staff with direction regarding the potential acquisition, exchange, lease or value of real property located generally in the 800 block of East Hickory in the City of Denton, Denton County, Texas. Consultation with the City's attorneys regarding legal issues associated with the potential real property matter 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. Consultation with Attorneys Under Texas Government Code Section 551.071 Consult with the City's Attorneys and provide direction regarding review of state and local Ethics law and regulations, to include provisions of the Denton City Charter as they relate to Ethics matters, where a public discussion of these 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. Deliberations regarding Real Property - Under Texas Government Code Section 511.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests generally located in (1) the Gibson Myers Survey, Abstract No. 843, the Johnson, Green, Myers, and Brummell Survey, Abstract No. 1699, the Moses H. Davis Survey, Abstract No. 377, and the William Wilburn Survey, Abstract No. 1419, and (2) the William A. Thompson Survey, Abstract No. 1238, both located in the City of Denton, Denton County, Texas, for the possible construction of an electric generation facility where deliberation in an open meeting would have a detrimental effect on the position of a governmental body in negotiations with a third party. Consultation with the City's attorney's 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. City ofDenton Page 3 Printed on 7/29/2016 City Council Meeting Agenda August 2, 2016 ANY FINAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED IN A CLOSED MEETING WILL ONLY BE TAKEN IN AN OPEN MEETING THAT IS HELD IN COMPLIANCE WITH TEXAS GOVERNMENT CODE, CHAPTER 551, EXCEPT TO THE EXTENT SUCH FINAL ACTION, DECISION, OR VOTE IS TAKEN IN THE CLOSED MEETING IN ACCORDANCE WITH THE PROVISIONS OF §551.086 OF THE TEXAS GOVERNMENT CODE (THE `PUBLIC POWER EXCEPTION'). THE CITY COUNCIL RESERVES THE RIGHT TO ADJOURN INTO A CLOSED MEETING OR EXECUTIVE SESSION AS AUTHORIZED BY TEX. GOV'T. CODE, §551.001, ET SEQ. (THE TEXAS OPEN MEETINGS ACT) ON ANY ITEM ON ITS OPEN MEETING AGENDA OR TO RECONVENE IN A CONTINUATION OF THE CLOSED MEETING ON THE CLOSED MEETING ITEMS NOTED ABOVE, IN ACCORDANCE WITH THE TEXAS OPEN MEETINGS ACT, INCLUDING, WITHOUT LIMITATION §551.071-551.086 OF THE TEXAS OPEN MEETINGS ACT. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag "Honor the Texas Flag — I pledge allegiance to thee, Texas, one state under God, one and indivisible." 2. PROCLAMATIONS/PRESENTATIONS A. ID 16-898 Sidney Allison Award from Water Environment Association of Texas presented to P. S. Arora for Significant Contributions to the Engineering, Operation and Maintenance of Wastewater Collection and Transportation B. ID 16-978 Mayor's Summer Youth Jobs Program 3. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen Reports from Members of the Public. 1. ID 16-1003 Willie Hudspeth regarding the City Manager position and Police Department preparedness for racial unrest. C. Additional Citizen Reports - This section of the agenda permits any person not registered for a citizen report to make comments regarding public business on items not listed on the agenda. This is limited to two speakers per meeting with each speaker allowed a maximum of four (4) minutes. Such person(s) shall have filed a 'Blue Card" requesting to speak during this period prior to the calling of this agenda item. 4. CONSENT AGENDA Each of these items is recommended by the Staff and approval thereof will be strictly on the basis of the Staff recommendations. Approval of the Consent Agenda authorizes the City Manager or his designee to implement each item in accordance with the Staff recommendations. The City Council has received background information and has had an opportunity to raise questions regarding these items prior to consideration. Listed below are bids, purchase orders, contracts, and other items to be approved under the Consent Agenda (Agenda Items A — H). This listing is provided on the Consent Agenda to allow Council City ofDenton Page 4 Printed on 7/29/2016 City Council Meeting Agenda August 2, 2016 Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, Consent Agenda Items A — H 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 16-876 Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $46,000,000 in principal amount of "City of Denton General Obligation Refunding Bonds, Series 2016" (including up to $15,700,000 for Electric Fund activities, up to $27,900,000 for Water Fund Activities, and up to $2,400,000 for Wastewater Fund activities); authorizing the issuance of the Bonds; delegating the authority to certain City officials to execute certain documents relating to the sale of the Bonds; approving and authorizing instruments and procedures relating to said Bonds; and enacting other provisions relating to the subject. Audit/Finance Committee recommends approval (2-0). Attachments: Exhibit 1 - Preliminary GO Refunding Analysis Exhibit 2 - Draft Preliminary Official Statement Exhibit 3 - Ordinance B. ID 16-902 Consider adoption of an ordinance of the City of Denton, Texas amending the provisions of Chapter 6 "Animals" of the Code of Ordinances by adding a definition for enclosure to section 6-2, by changing by the time period for filing a dangerous animal case in section 6-34 to 30 days, by removing section 6-34(d), and by adding section 6-49 to add provisions to allow the keeping of bees within the city limits of Denton with certain restrictions; providing for a severability clause; providing for a savings clause; providing for a penalty not to exceed $500 for violations of this ordinance; and providing an effective date. Attachments: Exhibit 1 Chapter 6 amendment C. ID 16-903 Consider approval of a resolution of the City Council of the City of Denton, Texas designating Denton, Texas a Bee City USA®; providing an effective date. Attachments: Exhibit 1 Bee City Resolution 2016 D. ID 16-908 Consider adoption of an ordinance of the City of Denton, Texas amending section 28-253 of the Code of Ordinances to provide for the adoption of the 2015 International Energy Conservation Code (IECC) as published by the International Code Council; providing for amendments thereto; providing a penalty for violation of a fine not to exceed $2,000.00; providing for severability; repealing all ordinances in conflict therewith; and providing an effective date. Attachments: Exhibit 1- Proposed 2015 Energy Code adoption ordinance Exhibit 2- Council Presentation E. ID 16-931 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for Audit Services for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFP 6118 -awarded to Pattillo, Brown & Hill, L.L.P., for a term of three (3) years with two (2) one year renewal options, in the not -to -exceed amount of $477,350). The Audit/Finance Committee recommends approval (2-0). City ofDenton Page 5 Printed on 7/29/2016 City Council Meeting Agenda August 2, 2016 Attachments: Exhibit 1 -Evaluation and Ranking Sheet Exhibit 2 -Summary and Client List Exhibit 3 -Ordinance Exhibit 4 -Contract F. ID 16-932 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the supply of Electric Substation Control Buildings for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (RFP 6115 -awarded to Crown Technical Systems in the three (3) year not -to -exceed amount of $3,530,000). The Public Utilities Board recommends approval (6-0). Attachments: Exhibit 1 -PUB Agenda Information Sheet Exhibit 2 -Evaluation and Ranking Sheet Exhibit 3 -PUB Minutes Exhibit 4 -Ordinance Exhibit 5 -Contract G. ID 16-939 Consider adoption of an ordinance of the City of Denton, Texas, granting a three-year exception to Section 17-20 of the Code of Ordinances of the City of Denton, Texas, with respect to sound levels and hours of operations for the North Texas State Fair and Rodeo, held at 2217N. Carroll Blvd, that begins on the third Friday of August and ends on the fourth Sunday of August; specifically, August 18-27, 2016, August 17-26, 2017, and August 16-25, 2018. The request is to extend the hours of operation from Monday through Thursday from 10 p.m. till midnight; Friday and Saturday from 10 p.m. till I a.m.; and grant extended hours of operation and an exception to the noise ordinance on Sunday from I I a.m. to I I p.m., not to exceed 70 decibels; and provide an effective date. Attachments: Exhibit 1 - Letter of Request Exhibit 2 - Ordinance H. ID 16-947 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a First Amendment to a Professional Services Agreement for architectural, structural, mechanical, and electrical design services in support of the new City of Denton Household Chemical Collections Facility to be located at 1527 South Mayhill, by and between Nelson + Morgan Architects, Inc. and the City of Denton, Texas; providing for the expenditure of funds therefor; and providing an effective date (File 5906 in the additional amount not -to -exceed $163,625.63; aggregating a total not -to -exceed $403,560.63). The Public Utilities Board recommends approval (6-0). Attachments: Exhibit 1 -Professional Services Agreement Exhibit 2 -PUB Minutes Exhibit 3 -Ordinance Exhibit 4 -First Amendment 5. ITEMS FOR INDIVIDUAL CONSIDERATION City ofDenton Page 6 Printed on 7/29/2016 City Council Meeting Agenda August 2, 2016 A. ID 16-914 Consider nominations/appointments to the City's Boards and Commissions: Airport Advisory Board; Animal Shelter Advisory Committee; Community Development Advisory Committee; Health & Building Standards Commission; Historic Landmark Commission; Human Services Advisory Committee; Library Board; Parks, Recreation and Beautification Board; Planning and Zoning Commission; Public Art Committee; Public Utilities Board; Traffic Safety Commission; and Zoning Board of Adjustment. Attachments: Exhibit 1 - Nominations Sheet for 2016 B. A16 -0002a Conduct the first of two readings of an ordinance to annex an approximately 0.375 acres generally located on the north side of Crawford Road, approximately 675 feet east of I -35W Crawford Road on-ramp (A16-0002; Ranch View Specialty Hospital). Attachments: Exhibit 1- Site Location/Aerial Map Exhibit 2- Annexation Petition Exhibit 3- Presentation Exhibit 4- Draft Ordinance C. ADP16-000le Consider approval of an Alternative Environmentally Sensitive Area (ESA) Plan for the Villages of Carmel Phase 4B. The subject property is generally located on the north side of Pockrus Page, east of Monte Verde Way, and west of Swisher Road. The Planning and Zoning Commission recommends approval (7-0). Attachments: Staff Analysis Location Map Zoning Map Future Land Use Map ESA Map Proposed ESA Plan Site Photos Notification Map & Responses June 8 Planning and Zoning Commission Minutes Draft Ordinance Presentation 6. PUBLIC HEARINGS A. Z16 -0003d Continue a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a rezoning request from Neighborhood Residential 3 District (NR -3) to Neighborhood Residential 6 District (NR -6) on approximately 0.6 acres, located on the northeast corner of North Bell Avenue and East Windsor Drive; and providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing a severability clause and an effective date. The Planning and Zoning Commission recommends approval (4-2). (Z16-0003). This item was continued from the June 7, 2016 City Council meeting. City ofDenton Page 7 Printed on 7/29/2016 City Council Meeting Agenda August 2, 2016 Attachments: Exhibit 1- Staff Analysis Exhibit 2- Site Location, Aerial Map Exhibit 3- Zoning Map Exhibit 4- Future Land Use Map Exhibit 5- Permitted Uses in Neighborhood Residential 3 Exhibit 6- Permitted Uses in Neighborhood Residential 6 Exhibit 7- Public Notification Map and Responses Exhibit 8- Planning and Zoning Commission Meeting Minutes Exhibit 9- Draft Ordinance B. ID 16-937 Hold a public hearing and consider adopting a resolution regarding the proposed site for construction, expansion, and use of an electric power transmission/distribution substation located in the southwest area of the City of Denton, north of Farmer to Market Road 2449, east of John Paine Road, south of Springdale Drive (on Hickory Creek), west of Interstate 35W; in the City of Denton, Texas; as part of Denton Municipal Electric's service territory. (Underwood Substation) Attachments: Exhibit 1 - Underwood Location Map Exhibit 2 - Proposed Substation Sites Exhibit 3 - DME Substation Locations Exhibit 4 - Project Information for Underwood Substation 7. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics, above posted. CERTIFICATE I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the day of , 2016 at o'clock (a.m.) (p.m.) CITY SECRETARY City ofDenton Page 8 Printed on 7/29/2016 City Council Meeting Agenda August 2, 2016 NOTE: THE CITY OF DENTON CITY COUNCIL WORK SESSION ROOM AND COUNCIL CHAMBERS ARE ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800 -RELAY-TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE. City ofDenton Page 9 Printed on 7/29/2016 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 16-912, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: City Manager's Office CM/ ACM: Bryan Langley Date: August 2, 2016 SUBJECT Receive a report, hold a discussion, and give staff direction regarding nominations to the City's Boards and Commissions. BACKGROUND Attached are the nominations Council has submitted for board and commission positions. Any nominations made during the Work Session will be added to the list prior to consideration. Council will be voting on approval of these nominations at the regular meeting. EXHIBITS Exhibit 1 - Nominations Sheet Respectfully submitted: Jennifer Walters City Secretary City of Denton Page 1 of 1 Printed on 7/29/2016 povveied by I_egivt9i IN BOARD AND COMMISSION NOMINATIONS Board Council Member Nomination Airport Advisory Board Wazny Ira Weinstein (R) Hawkins Martin Mainja (R) Gregory Watts Animal Shelter Advisory Committee Roden Briggs Gregory Ba heri Anne Sullivan N Community Development Advisory Crate. Roden Wazny Scott Rozell (R) Gregory Watts All All Health & Building Standards Commission Briggs David Mollen (move from Alternate) Wazny Matthew Jendusa (N) Hawkins Alternate Alternate Historic Landmark Commission Briggs Daniel Abasolo (R) Watts All Human Services Advisory Committee Briggs Hawkins All All Library Board Wazny Barbara Halbert (R) Hawkins Sarah Gamblin (N) Watts Parks, Recreation & Beautification Board Briggs Wazny Maria Renner (R) Hawkins Paul Leslie (R) Gregory Planning and Zoning Commission Wazny Steve Sullivan (N) Gregory Ba heri Margie Ellis N Public Art Committee Roden Briggs Wazny Erin Clegg (N) Hawkins Frank Mayhew (R) Watts R - Reappointment N - New Nomination BOARD AND COMMISSION NOMINATIONS Board Council Member Nomination Public Utilities Board Wazny Allen Bishop (N) Traffic Safety Commission Roden Briggs Ba heri Michael Hennen N Zoning Board of Adjustment Briggs Gregory Alternate 2 Alternate 3 R - Reappointment N - New Nomination City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 16-948, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: City Manager's Office CM/ ACM: John Cabrales, Jr. Date: August 2, 2016 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the Community Event Center project. BACKGROUND In November 2015, the City Council Community Event Center Committee was created as an ad hoc committee to assist in the development of a community event center to be located at the existing parking lot at 121 Exposition Street (across from City Hall East). The new event center facility would be designed to improve the public parking lot to accommodate City Hall East operations and other development in the area, and to create a new space for the Denton Community Market (DCM) to operate. Council Members Roden, Gregory, and Bagheri (formerly Council Member Johnson) serve on the ad hoc committee and are supported by staff members from the City Manager's Office, Transportation, Denton Police Department, Sustainability, and Economic Development. Upon direction of the Committee, staff engaged Pacheco Koch in a professional services agreement for the design of the Community Event Center. The Committee and staff worked with Pacheco Koch, to develop a concept site plan that meets the City's needs to maintain parking for City Hall East and the Public Safety Training Center's operations as well as accommodate the needs of DCM and the community. Site Design Through meetings and discussions with Pacheco and Koch, a full "master plan" was requested by staff. This plan would incorporate amenities requested by DCM and stakeholders to develop the complete event center. However, staff has remained cognizant that funding limitations will lead to a phased construction strategy that has been communicated to DCM, staff, and the Committee. As part of the site design process, stakeholders, both internal and external to the City, were invited to participate in meetings where they could detail their wants and needs for the event center site. Internal stakeholders in the design process included: City Council Community Event Center Committee Members, Denton Police Department, Facilities, Parks and Recreation, Sustainability, Planning, Economic Development, Transportation, and other departments that operate out of City Hall East. External stakeholders included: Denton Community Market, Southeast Denton Neighborhood Alliance (SEDNA), and downtown festival organizations and merchants. City of Denton Page 1 of 5 Printed on 7/29/2016 povveied by I_egivt9i IN File #: ID 16-948, Version: 1 Considerations included the need to maintain parking for multiple City Hall East operations and the need for additional greenspace on which DCM can operate. Prior to the convening of the Committee and upon the direction of the full Council, staff met with community stakeholders to discuss possible uses of a community event center as an additional event space for downtown events and festivals. In June, internal and external stakeholders met with Pacheco Koch. All stakeholders were able to communicate their needs and discuss design elements that would allow the Community Event Center to enhance their operations. Pacheco Koch then used the feedback provided by stakeholders, including the City's need to maintain a significant number of parking spaces at the site, to develop three (3) concept designs. On July 6, 2016, the concept designs were presented to the Committee. A concept design was unanimously selected and Pacheco Koch is now moving forward with the schematic design phase (Please see Exhibit 3: Recommended Concept Design). As part of the design services, Pacheco Koch is coordinating the design of both the hard -surface design elements and the landscape elements for the entire site. Elements being considered in the design include a custom market pavilion, recycling and solid waste enclosure, temporary and/or permanent restroom facilities, pedestrian and vehicular paving areas, ornamental light fixtures, pedestrian accommodations, site furniture, mow curbs, and wayfinding signage. The proposed design includes 138 parking spaces and 0.35 acres of green space. Project designers are now working with Facilities Management and the project manager to obtain the necessary survey information to develop the design documents needed to begin the development review process. Parking around the Community Event Center From the beginning of this project, staff has stressed the importance of maintaining at least 80 parking spaces on the site due to the parking demands created by City Hall East and Public Safety Training Center operations. The demand for parking in this area is also increased by the Euline Brock Transit Center and the completion of the Railyard development. Based on the need to not only maintain, but increase parking availability in the area, the Committee has recommended a concept design that includes 138 parking spaces, an increase of 58 spaces over current conditions. There are concerns about the effect high demand parking for different or competing uses would have on the parking supply. Specifically, the parking variance or 25% reduction in required spaces, due to the mixed -used development classification with off -set peak time parking requirements that was granted to the Railyard. This would increase parking demand on the event center lot. There is also concern that the DCM operations on Saturdays could interfere or conflict with events at the Public Safety Training Center. In addition, there are a number of strategies and actions that will reduce the impacts of the increased demand for parking. 1. Off -set parking demand: While there are multiple sources are parking demand operating in close proximity, many of the operations have off -set peak demand times. For example, the demand for use of the Railroad Ave. lot is high during weekday business hours, but the lot often sits empty during weekends, when DCM would be in operation. City of Denton Page 2 of 5 Printed on 7/29/2016 povveied by I_egist9i I;, File #: ID 16-948, Version: 1 2. Possible reduced demand from Customer Service: City of Denton's Customer Service operations is considering relocating to the DATCU building later this year. This will reduce the need for short- term parking on Hickory Street and in the Railroad Ave. lot, creating additional spaces that would be available for DCTA riders or other visitors to CHE. 3. Access to alternative modes of transportation: One of the benefits of relocating DCM to the event center site is that attendees have easy access to multiple modes of transportation. The proximity of the site to the DCTA station and Katy Trail provide access for both mass transit users (bus and rail) and pedestrians. In addition, pedestrian and bike improvements on Hickory St., Oak St., Oakland St. and McKinney St. provide safe routes for both bikes and pedestrians. 4. Use of existing private/restricted lots: There are multiple businesses that operate near the event center site that may not have regular weekend operations or high demand during Saturday mornings. DCM could consider entering into agreements with these facilities that would allow use of their parking lots on Saturdays during market operations. 5. Use of on -street parking: At DCM's current location, visitors often take advantage of on -street parking along Mulberry St., Sycamore St., Stroud St., and Prairie St. At the event center site, many streets surrounding site would also be available for on -street parking. There is space for over 200 on -street parking spaces on Hickory St., Sycamore St., and Prairie St. east of Bell Ave, and there is significant on -street parking near downtown west of Bell Ave. Lease Negotiations The Committee, staff, and DCM have had preliminary discussions regarding potential lease terms for the Community Event Center site. The Committee has requested that staff review costs of using similar City facilities for comparable events prior to negotiating lease terms. The current rental guidelines for both the 300 E. McKinney St. Parking Lot and the Williams Square Parking Lot set a cost of $50 per half day and $100 for full day rentals. DCM currently pays Denton County $10 per year for the use of the Denton County Historical Park and have asked that the City consider a similar nominal fee for the Event Center site. Denton Community Market Strategic During the May 2, 2016, Community Event Center Committee meeting, DCM presented their strategic plan. This document includes information about market trends and a comparative analysis of other markets in the region. The strategic plan also included a breakdown of DCM financials and future considerations for market operations. A copy of the strategic plan is attached as Exhibit 4. Impacts ofDenton Public Safety Training Center Chief Howell will be present at the Council Meeting to address questions related to the Event Center's possible impacts on the Public Safety Training Center. ESTIMATED SCHEDULE OF PROJECT Based on the current status of the project, staff is anticipating that Phase 1 of the Community Event Center City of Denton Page 3 of 5 Printed on 7/29/2016 povveied by I_egist9i I;, File #: ID 16-948, Version: 1 development would be substantially complete by spring 2017, however any unexpected delay may push back that date. The original intent was to have a site ready for DCM operations in April 2017. However, DCM has indicated that the uncertainty of the completion date and the tight time schedule could lead them to maintaining their operations at the Denton County Historical Park through the 2017 market season. The current project timing could allow DCM to operate their test markets on this site during 2017, and make a permanent move in 2018. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Please see Exhibit 2 for a detailed timeline of Council and Committee actions related to this project. FISCAL INFORMATION As part of the FY 2015-16 Budget, Council approved $405,000 in Certificates of Obligation for the reconstruction of the parking lot. Council also approved an additional $253,000 for site amenities, with $103,000 coming from the General Fund and $150,000 in HOT Funds. The City has entered into a professional services agreement for design services with Pacheco Koch in the amount of $86,800, which will be paid out of the $253,000 site amenity funds. This leaves $166,200 in the project budget for site amenities. In addition to the capital costs of the project, staff is also working to develop operations and maintenance cost estimates for the site. However, much of the ongoing costs related to the site will be directly tied to the site amenities that are included in the design. Staff will continue to work on estimates as the design process moves forward. Currently, the cost of requested amenities exceeds the current allocated budget for this project. At this time, the plan is to phase construction of the site, based on the current available budget, and work with Council to identify funds to complete the site at a future time. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: 4.3 Provide quality, diverse, and accessible neighborhood services for the community EXHIBITS 1. Community Event Center Update - Presentation 2. Background and Summary of Community Event Center Development 3. Recommended Concept Design City of Denton Page 4 of 5 Printed on 7/29/2016 povveied by I_egist9i I;, File #: ID 16-948, Version: 1 4. 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F - z O V T V N F - z W i D z O i W U z F- F z W F- LU Y Q z O U W U D F- V) W Q a N E aV) � J vl � Ha r o CL V) LU z V Za ILI W, 0 Z ,w V W J W D LU N o:: Lu O F Q U U Y w F- j LU N W F F- LU W N Q Qd x O D N LL Q V N 10 F z W i D z O i z N u g o z O Z F F CL W N W O � N M lw- F— Oil CL ui z 0 0 CD 0 (n 0 u z m CL lw F-9 > CL 0 00 u u 0 Lr) CV) Strategic Plan for the Denton Community Market Prepared by the Denton Community Market Board of Directors April 27, 2016 2015-2017 DCM Board of Directors Kati Trice, President Vicki Oppenheim, Secretary General Members: Kimberly Bien, Craftsperson Vendor Alexandra Ponette-Gonzalez, UNT Jeffrey Rous, UNT Matthew Sallack, Artist Vendor Erin Tran, Farmer Vendor 21 Page I. Executive Summary The Denton Community Market (DCM) has experienced 900% growth in number of vendors from its Opening Day in 2010 to 2016 and is now a community institution. In April 2016, the DCM was voted the 2nd Best Community Event by Denton residents, just behind the Arts and Jazz Festival, demonstrating the significance of DCM's 8 -month long weekly event to the Denton community. The local music, children's activities, yoga classes, locally -produced goods, local produce, and the presence of a weekly gathering space to meet friends and exchange information and ideas are very important to Denton residents and visitors. The number of visitors to DCM also continues to increase. Estimated visitation rate now totals 2,000 individuals per week, up 30% from one year ago. The DCM is a high quality market in the DFW region. It is among the largest in terms of number of vendors, rivaling and often surpassing the Dallas and Coppell Farmers Markets in many categories. Vendors from diverse categories are joining the DCM in record numbers. In April 2016, 148 vendors joined DCM; nearly 20 of these are agricultural producers. The Farmer's District and the USDA grant have helped DCM solidify the "farmer" vendor category. SNAP (Supplemental Nutritional Assistance Program) benefits are also now available to visitors to purchase healthy and fresh food at DCM. Artisans, craftspeople, bakers, community groups, and local businesses continue to join the vendor community. The "community" among the vendors is identified as one important aspect of business success and the appeal of the DCM. Even "animal visitors" are important, as the DCM now has a new "Pet District" with weekly pet activities and pet accommodations. Human capital continues to grow, with additional staff people, new committees and working groups, and a functioning seven -member Board of Directors. The social capital also continues to expand, with a rising presence online with 9000 likes on Facebook and a new, enhanced website (www.dentonmarket.orLY). With all of this growth, the DCM faces new opportunities and challenges. At the Community Event Center site, the DCM has the opportunity to extend its outreach to the Southeast Denton neighborhood and bring new economic diversity to the customer and vendor base. At the same time, there are increased needs for physical infrastructure, including bathrooms and a year-round building. The DCM needs increased City support to operate and remain sustainable with growing staff needs and community and business needs. The DCM is an important small-business incubator that produces part- time, full-time, and brick and mortar businesses. The DCM is requesting that only nominal rent be paid to the City for the Community Event Center space at least for the first few years. The DCM does not anticipate a significant increase in revenues to cover additional expenses. The City and residents receive benefits that are directly related to the existence of the DCM. 31Page Figure 1: First Opening Day of the Denton Community Market in 2010. At that time only up to 15 vendors would regularly participate in the once -per -month market. The DCM now has 150 vendors who regularly participate on a weekly, bi-monthly, or monthly basis. 11. Situation Analysis a. Customer Trends i. Visitors: Since 2010, the number and diversity of visitors has continued to increase. Visitor estimates using hourly snapshot counts show the following trends for years 2010 through 2015: 4 1 P a g e Average Weekly Visitor s� s 2014,», 2012 2010 0 200 400 600 800 1000 1200 1400 1600 Estimated o er of Visitors In 2016, two full visitor counts were conducted with DCM volunteers. On opening day, April 2nd, nearly 3000 people were counted. On April 16t", 1920 were counted. The impression of DCM staff and vendors is that Opening Day was the largest yet, and weekly visitor counts are also higher than ever. According to past visitor zip code surveys, approximately 25% of visitors travel from outside of Denton. Most visitors travel from the DFW Metroplex and most are from Denton County. Visitors attend the DCM largely to purchase fresh produce and to shop for other local products (2014 DCM Survey and 2015 DCM Survey). Visitors comment on the importance of DCM as a weekly gathering space and a place to bring their family and friends. Families identify the weekly children's activities as important, while other age groups focus on live music, food, and adult classes, such as yoga. In 2016, the new Pet District was inaugurated, and it appears that pet -friendly activities, and particularly for dogs, are also important for many DCM visitors. ii. Vendors: DCM vendors are another category of customers for DCM operations. There are currently 148 Vendors in the DCM as of April 24, 2016. This total is consistent with 2015 totals, and there may be more vendors than last year, with vendors still joining the DCM in categories that are not closed. Currently, soap and baked goods categories are closed to new vendors. 51Page Artist M harmer/Ag. Producer 0, Local Business M hood/hood Truck EltCommunity Organization '!Total Answer Choices Resl:ionses Less than 3 moillis i u p.i� q�yc 1 .4.4eli,, i:.>g 7-11 months 28.57% i 4 1 ,ear .16% �s 2 years 26.53% 13 years 4,08% _ 0 4,08% 5 years 14.29% Total 49 LU O W 03 Uf. f. m 2010 2011 2012 2013 2014 2015 APR -16 MARKET YEAR Answer Choices Resl:ionses Less than 3 moillis i 3-6 077oath p.i� q�yc 1 .4.4eli,, i:.>g 7-11 months 28.57% i 4 1 ,ear .16% 4 2 years 26.53% 13 years 4,08% _ 4 years 4,08% 5 years 14.29% Total 49 / iF I I a iI Vendors praise the importance of the Market as a small business incubator. The DCM offers a relatively low-cost venue for vendors to launch their business and test new products. There have been many success stories of businesses expanding to brick and mortar locations, food trucks, web businesses, and special order businesses. This success continues to attract more vendors each year. As shown in the 2015 Vendor Survey, a majority of vendors are start-ups and are launching their business for the first time at the DCM. The DCM has many repeat vendors but also many vendors who move on to a more permanent business or gain too much business to continue at DCM. Small Business Incubation Vendor Comments: "We couldn't afford a restaurant. The Community Market helped get our product out there." "It's my main income. It's how 1 live at this point! 1 love being part of the market. It allows me to work for myself and be an entrepreneur." "The market helped me identify the direction that my art business needed to take in its earliest stages through direct interaction with customers. It also helped me establish a network with other artists, which ultimately lead to the opening of the DIME Store in 2013." --- Rachel, Dime Store "During the last 3 seasons my average weekly sales at the Community Market have grown from $40 to $300, largely due to the interaction 1 have with shoppers and their feedback on my products. Having the opportunity to sell directly to the public allows me to spend more time on better products because 1 can price them affordably and still make a good profit. Also, the convivial atmosphere among the vendors, musicians, browsers and shoppers at the Denton Community Market compliments the mission of my business and makes it where 1 want to be!" ----Darien Orr Denton Design Company "The Market has been incredibly important to Tranquility Artisans. When we established our business in 2012, we knew we needed to market our jewelry personally to get customer feedback before we started an online store. We wouldn't have a business if it weren't for Denton Community Market! Thanks to Kati and all of her team." Eileen O'Neill, Rachel and Laura Windsor, and Heather Deaton Tranquility Artisans b. Internal Trends i. Financial resource trends: Financial revenues from DCM vendor fees are stable, but the USDA grant funds will end in 2016. The $77,000 USDA grant has been an important source of funding for marketing improvements, staffing, farmer outreach and retention, and for the purchasing of equipment. HOT 71Page funds in the amount of $10.500 were granted for 2016 to pay for the musicians and sound engineer. The City of Denton also provides funds each year for the porta-potties. We anticipate this City funding to continue. ii. Human capital trends: Staffing increased from 2 (part-time) to 3 (part-time) staff people in 2015. There are two coordinators and one seasonal booth manager. Each staff member has numerous duties to keep the organization and weekly event operating. There is little available time for fundraising and grant writing by staff. Most recently, a Board Member started a Fundraising Committee composed of vendors and the two coordinators. While many events are planned and efforts are being conducted, it is anticipated that further grant writing will be necessary to replace the USDA funding. It is also anticipated that with the move to the new City site in 2017 as well as the planned departure of the Vendor Coordinator, a new Vendor Coordinator and an additional seasonal staff person of the Assistant Booth Manager will be necessary to run the market. There will be increased marketing needs with the new site as well as operational adjustments to operating in the new location. 2017 will be the first year DCM will operate on city -owned property. The Board of Directors, now composed of seven people, is essential for the DCM operations and for guidance on policy and staff changes. The Board also brings social capital. Two board members are UNT professors that have provided their own expertise as well as provided volunteers from UNT to assist with the DCM through student class activities. The DCM members (vendors) also bring connections from Denton and within the vendor community to inform Board decisions and bring viewpoints on artisan, craft, and farm producers. iii. Social capital trends: The DCM has a growing amount of social capital as it continues to expand its influence in Denton. The DCM received 2nd Place in 2016 for the Denton Record -Chronicle's Best of Denton Community Event. This position is an increase in status from the past two years when the DCM won 3rd Place. The DCM only trails behind the Arts and Jazz Festival, a well-established yearly event that is in its 36th year, compared to the market's 7t" year in operation. At the same time, the DCM's reach on Facebook and social media continues to grow. The Facebook page has nearly 9,000 followers and our content reaches more people than ever before. c. External Trends Regional Competition and Best Practices The Denton Community Market has a reputation as a unique market in the region in terms of growth, ambience, and its local Denton character. Vendors report that the "sense of community" among customers and vendors is very important in their choice to sell their products at DCM. Community: "1 love the community, the interaction with vendors and customers, and talking about my art. 1 also have good sales results." "The market represents a win-win for the community and its vendors. 1 believe the market's values, beliefs, and culture will grow and become a long standing asset for all Denton residents to enjoy." At the same time, DCM has a growing regional disadvantage in terms of permanent facilities to attract and maintain quality vendors as well as to attract visitors from outside of Denton. Other cities recognize the importance of providing building structures and other amenities for their markets. As the Market Manager of the Dallas Farmers Market who was formerly with Coppell stated (more than 10 years of experience), it is not possible to fund a market based upon the vendor fees from start-ups and small farms. The Dallas Farmers Market offers benefits to the business community and city beyond a "return on investment" by supporting local farms and new start-ups that would not otherwise have a consistent venue for their products. The additional support of the City and developers are essential for facilities and staffing. There are a growing number of farmers markets in the DFW Metroplex, The major listings are approximately 30, and some are being reinvented or expanded. Here are some major competitors and upcoming markets near Denton that have substantial support from their municipality. Selected Regional Competitors in Comparison with DCM Market City Support: Infrastructure City Support: Staff Total Vendors (as of April 2016) City -funded Pavilion, public rest rooms, City -funded full-time Coppell splash pad. Market Manager (50K per 45 Farmers year), Parks Maintenance ( 26 agricultural) Market crew for site, City staff for support. City -owned, tree -covered lot. Plans for Parks Department Staff Farmers city -funded building next year on city- Person and Park Staff for 12 Branch owned property next to tree lot if Maintenance, City Hired (one agricultural) Market successful. Significant City support for a part-time Market Manager (brand new brand new market. They have already market built them a small building for the opening market's opening day. May 2016) http://www.farmersbranchmarket.com/ Developer funded, indoor and outdoor Developer funded Frisco stall areas, large redevelopment, high- unknown (upcoming end amenities for vendors 2017) http://communityimpact.com/dallas- fort-worth/development- con stru cti o n/2015/10/07/ci ty-a i m s -to - u n ite-downtown-with-new- development/ Public-private partnership. Developer funds three 46 in Shed with capacity Dallas City Owned Large "Shed" for farmer staff persons and for 105 vendors. Food Farmers market/artisan Market. The Market additional maintenance shed for food vendors Market pays rent for the shed, but the Market persons for facilities. and restaurants (15 Year-round does not generate this rent from vendor "Friends of Farmers agricultural) market held fees—developer funded. Another Market" also contributes (26,000 square feet, 23 3 days per building, the 26,000 SF food hall, holds some money, such as the vendors open) week, have restaurants and artisanal food vendors marketing photos on large shade and with permanent space, shade screens. screens and refrigeration, and display areas. There heaters are communal seating areas. McKinney City -owned property on Saturday, Approx. 60 Farmers private development (Adriatica) on (51 agricultural -- they Market Thursdays. allow resale—this is The City of McKinney is a sponsor different from other (unknown amount). markets, vendors are http://www.chestnutsquare.org/farmer not all producer -only, s-market/vendors-farmers/ (only 60% must be producer only products per vendor) Denton Future city -owned property, no 148 Community buildings or bathrooms planned yet. (15 agricultural on Market average Market Day, 17 total agricultural members) 101 lugs As of April 24, 2016, the Dallas Farmer's Market had 46 vendors in the "Shed" with 15 agricultural producers. Most of these do not offer fresh produce, and one farmer includes a DCM vendor, Earthwise Produce. There is a stark contrast between Dallas, a large market with substantial facilities, and Denton, a market with no permanent facilities. The DCM offers much of the same quality and diversity of agricultural products as the Dallas market. The 2016 DCM, for instance, included 18 agricultural producers out of 80 vendors on the April 23, 2016 Market day. Yet, all food is produced within 100 miles of DCM and is sustainably -produced (organic or chemical -free). The DCM has more vendors than the more established farmers markets in DFW, including Dallas and Coppell, and yet has no permanent facilities. The Dallas Farmers Market has funded staff, a "Shed" facility and restrooms. The Shed is a large pavilion with heating and some means of cooling for year- round operations. Coppell has funded staff, a pavilion facility and restrooms. Also, in contrast to Denton, the City of Farmers Branch is fully supporting the creation and development of a brand new farmers market this year. They are providing Parks Department staff, hiring a part-time vendor manager, providing a city -owned tree lot, and planning a permanent building for next year on an adjacent lot near the DART station. They have already built a small building for the opening. Farmers Branch staff visited our Market in April to ask about our best practices and outreach to new vendors. Some of our most long-term farmers also now have booths at other regional farmers markets in Dallas and Coppell—Earthwise Produce and Cardo's Sprout Farm. Also, the farm manager of Cardo's Farm Project (different from Cardo's Sprout Farm) is now the market coordinator for Coppell Farmers Market. DCM talent and vendors are being exported to other markets in the region, given their facilities and funding for staff pay, placing DCM at a regional disadvantage in its home city The DCM two market coordinators and the booth manager combined make less than one full-time staff person at the other markets. This is not a sustainable model for maintaining staffing to operate the DCM non-profit organization. In fact, there is need for at least one additional staff person to assist with setting up and management of the Market each week. DCM does not foresee significantly increasing vendor fees. No further increases are possible for the farmer vendors. As our farmers and other vendors report, at least 4 or 5 other regional markets are contacting them on a regular basis to leave the DCM and become vendors at their markets. This attempt at vendor "poaching" is a reflection of the highly competitive nature of the markets in DFW, and especially for attracting and maintaining farmer vendors. It may be possible to increase non -farmer vendor fees slightly, but not enough to offset ongoing staff and operational costs, and certainly not enough to pay more than nominal rent to the City. In one analysis, about 9% of total revenue is paid in vendor fees to the DCM. If the total projected revenue of maximum 170 vendors is $800,000, then 9% of this would be $72,000, or $470 each. We would have to raise the membership fee to $150 with a $15 day fee to obtain this. The $72,000 would not be sufficient to pay budget deficits of new staffing needs and the loss of USDA grant funding. 111 Page Comparison of Vendor Fees in Selected DFW Markets Market Farmer Fee Non -Farmer Fee Application Fee Membership Fee Coppell $10/day $10/day 0 0 Dallas $10-$15/day $25-40/day $30 $30 McKinney $25/day $10/day $20 returning/$35 new 0 Frisco Not available Not available Not available Not available DCM (Denton) $5 or $15/day $15/day 0 $90 or $25(farmer, option 2 package) Best Practices at Other Markets 1. City support for permanent staff. Staff may be a combination of payroll staff or staff funded by the City. 2. City support for permanent facilities including a covered structure and restrooms. 3. Garnering community support of the non-profit organization to help sustain the market. 4. Partnerships such as community gardens (Dallas) for teaching about growing food, healthy eating, and to outreach to underserved communities (SNAP). DCM now has SNAP available. 121 Page III. SWOT Analysis Strengths • Visitor numbers increasing • Diverse vendor product mix • Producer only market values • 501c3 Status allows fundraising • Board of Directors provides expertise • Human capital of experienced staff • Expanding social capital of network, notoriety, and online presence • New website • Fundraising committee • Pet District and fundraising possibilities • SNAP outreach to expand reach and customer base • Partnerships with community organizations that provide kids' activities Partnership with Dentonradio.com to book live music every week Weaknesses • Need for new Vendor Coordinator in 2017 and additional staff, transition phase • Growth is somewhat limited by need for limits per vendor type or vendor product • No dedicated paid staff person for grant writing • No dedicated paid staff person for volunteer management • No indoor facility to have year-round market • Funding is an issue since vendor fees alone are not enough to sustain the market. This is quite common for most markets. • Limited ability to raise vendor fees further. • Parking is not sufficient, this will remain a problem in the new location Opportunities • Add additional Market days on Thursday evenings or other days • New City -owned Location: new neighborhood, new customer base, new configuration tailored to Market needs • Additional opportunities to stimulate interest in the Market with new partnerships • Expanding creative community in Denton • Hi -tech incubation hub nearby on Hickory Street • Possibility to charge for premium parking at the new site and generate additional revenues for the DCM. This idea needs further discussion with the City. Threats • Reduced funding when USDA grant runs out • Increased staffing needs • Increased regional competition for vendors and customers • Unpredictability of weather, may affect Market days as well as farm crops (such as in 2015) • Unable to increase fees for vendors or else threaten viability of maintaining farmers and vendors • Regional competition for vendors with new upgraded facilities. • New location after seven years in the previous location • No marketing funding from the City or other sources for the move to the new site in 2017 131 Page IV. Marketing The Denton Community Market provides services and benefits to both visitors and the vendors. These services will be the focus of marketing efforts. Services Provided Visitors Vendors Free admission Membership voting rights Family -friendly Annual vendor social Children's activities The TWU HUB for Women Entrepreneurship support for how to start and business Pet District and pet -friendly activities and special Vendors help one another events Entertainment: Get invitations to other events in the City Live music Eating Unique dining experience Yoga Tai Chi Face painting Caricature drawings Workshops—educational, water use, gardening, bee keeping, recycling, city planning activities Promote the agricultural history of Denton and Marketing for vendors from the market on social previous markets media SNAP for low-income families to offer healthy The Market serves as a retail "store" food Supportive community of vendors Blue Steele Marketing offers support on how to build a website and build your business online for vendors 141 mage Profile of Target Audience Visitors Vendors Appreciate locally -created products Growth for their business Get to meet the makers of the products Low-cost of entry Sustainability is a purpose and message Denton local pride The "feeling" of community at vendor and customer levels Being part of a community Vendors enjoy interactions with customers Denton pride Product experimentation Perceived community hub --- ------------- Information on healthy living: yoga, tai chi, organic, local A majority of Faceboo k followers are women in their 20s to 30s. There is opportunity to reach out to other age groups and to men. rZ T JB 20% ',bil Fans Figure 4: April 2016 Profile of Facebook Followers: A majority are women in the 25-44 age group. 151 Page Wonien 70, Your 0 A 2 2 4 -- --- ------------- Men ...... .' " 11 C, R 7 2:",, JB 20% ',bil Fans Figure 4: April 2016 Profile of Facebook Followers: A majority are women in the 25-44 age group. 151 Page V. Management The Denton Community Market will need financial support to continue to meet the management needs of the Market. Weekly Tasks of DCM Staff: A. Manage the weekly operations of the Saturday market day that includes management of vendor date confirmation, vendor fee payments and invoices, weekly vendor booth assignments, and vendor placement on the weekly DCM map B. Manage other market days that may be added B. Manage grants from the City of Denton or other entities C. Organize vendor meetings and listen to their needs D. Listen to the needs of farmers and other vendors to help them grow and run their businesses E. Manage community partnerships to provide yoga, live music, and kids' activities each week F. Manage volunteers to support market staff each market day F. Organize special events to raise money and market the DCM F. Manage sponsorship from local businesses to increase revenue G. Manage administrative duties for operating a non-profit organization G. Manage vendor promotion and social media content H. Work with the City and other entities to obtain permits and legal documents needed to run the DCM The vision of the type of individuals participating in the management of the Denton Community Market have a passion for creating a vibrant community gathering space, for working with entrepreneurs, for environmental, social, and economic sustainability, for outreaching to the Denton community, for working with people of various backgrounds, and for welcoming the Denton residents and visitors each week to the DCM. VI. Operations Physical Facility Needs: The DCM needs a permanent site to continue market operations and provide predictability for the organization and customers. As the visitors and vendors continue to increase, there are greater needs for water, electrical, and bathroom infrastructure to accommodate thousands of people. DCM Vendors want a year-round facility to expand their businesses and provide a venue for a regular customer base. Visitors also express their disappointment that the DCM must close each year 161 mage because of a lack of shelter from the elements. The DCM is furthermore competing in a regional context, with more and more cities providing year-round facilities and improved infrastructure. Technical needs: The DCM needs website assistance and social media enhancement on a continuous basis. The DCM will need assistance in maintaining any equipment purchased, such as the trailer or computers. Wi-Fi internet is a technical need for the visitors and vendors of the DCM to enhance the visitor experience and for conducting business. Regulatory issues needing operational support: The DCM must deal with regulatory and legal issues in operating a large community event each week. Public safety, food safety, zoning and permitting, taxes, and liability and worker's compensation insurance are regulatory issues that many need legal advice, technical expertise, or policy adjustments. VII. Financial a. Vision of Financial Sufficiency for the Denton Community Market The DCM envisions an economically sustainable future with a combination of revenue sources and with expanded support by the City of Denton. Membership fees, Market day fees, fundraisers, grants, and merchandise are the sources of revenues. The DCM is currently looking for additional revenue streams, such as charging for close parking at the Community Event Center (new site), requesting support from local Denton businesses, or finding new ways to fundraise money on a regular basis. The DCM just formed a Fundraising Committee that has been meeting for 2 months to discuss and organize new fundraising events and sponsorship levels. The DCM does not have the ability to raise farmer vendor fees, and non -farmer fee raises are most likely limited. The expanded City support is customary in the most successful and vibrant markets in DFW, as discussed in the Regional Competition section above. Currently, DCM does not generate enough income for rent, site capital improvements, or additional staff needs. The following table provides revenue, visitor estimates, and site limitations for the next three DCM seasons: 171 Page Projected Revenues Year 1 (2016) Year 2 (2017) Year 3 (2018) Vendors 148 current Projected per week 166 (maximum allowed at 140 (move transition) 160-80 Historical Park) Number of Members 148 140 170 Membership Fees @$90 $13,320 $12,600 $15,300 Daily Fees @ 60X $15 per week 900 X 35=$31,500 900 X 35=$31,500 900 X35=$31,500 Community groups@0$ per week $500 $500 $500 Farmer Membership @ 20 Farmer Day Fees @ 15 X $5 75 X35=$2,625 75 X35=$2,625 75 X35=$2,625 Total Projected Revenue $47,945 $47,225 $49,925 from Fees Total Projected Revenue $3,950 $3,950 $3,950 from Merchandise Total Projected Grants HOT Funds (music and $10,500 $10,500 $10,500 marketing) USDA (remainder) City Manager porta potty funds $3,500 $3,500 $3,500 Total Projected Fundraising $3,000 $3,000 $3,000 Number of Visitors 1,200-1,900 per week 2,000 per week 2,500 per week Projected Increase 5% 5-20% (outreach to new 5-20% neighborhood and DCTA Green space limitations trains) Site Limitations Green Space and pavement Green space limitations limitations Parking Parking is often at capacity Parking will be limited, but Parking will be limited, but and visitors must walk many there are municipal parking there are municipal parking blocks to attend. Carroll lots and on -street parking lots and on -street parking Courts, DATCU, and on- nearby. nearby. street parking are often at capacity. Maximum 158 vendor spaces per County permit. Onsite Vendor Spaces and Onsite Vendor Spaces and Vendor Spaces Additional 8 spaces for Food maybe sidewalk vendor maybe sidewalk vendor Trucks. spaces with covered awning spaces with covered awning Log Cabins and Related at storage building owned by at storage building owned by Construction Limit growth on Axis Realty (TBD). Axis Realty (TBD). green space 166 vendor spaces allowed at Historic Park 160 spaces plus across the 160 spaces plus across the street? (10 more) street? (10 more) 181 Page Projected Staff (2017): Additional Staff Person from 2016 1. Market Manager $20@ 20 hours per week (would be $25/hr. or more to be comparable with other DFW markets) 2. Vendor Coordinator $17 @20 hours per week 3. Booth Manager $12@10 hours per week 4. Assistant Booth Manager (new Staff Position) $11@10 hours per week The DCM anticipates that an additional $8,300 will be needed for staff payroll in 2017. 2015 Summary of Revenue and Expenses (not including USDA grant) 191 Page Revenue Expense Net Income/Loss Revenue 69,119.00 January - 3,738.00 (3,738.00) Rental Exp 1,734.00 February 3,714.00 2,825.00 889.00 Payroll 37,524.00 March 8,354.00 7,726.00 628.00 Advertising 2,709.00 April 13,771.00 6,858.00 6,913.00 Office 2,739.00 May 3,479.00 5,474.00 (1,995.00) Prof Expense 3,576.00 June 7,261.00 5,618.00 1,643.00 Penalties/Fees 264.00 July 3,254.00 6,518.00 (3,264.00) COGS 2,116.00 August 3,965.00 5,550.00 (1,585.00) Supplies 3,203.00 September 4,747.00 7,632.00 (2,885.00) Insurance 2,004.00 October 11,652.00 4,660.00 6,992.00 Performers 4,755.00 November 2,217.00 7,389.00 (5,172.00) Board Members 450.00 December 6,705.00 4,103.00 2,602.00 Taxes 3,314.00 1,028.00 Utilities 681.00 Repairs/Maint. 3,026.00 69,119.00 68,095.00 191 Page 1.1 1 1.x t 0 "-j Figure 5: 2014 Vendor Survey on Fee Changes, $15 is the average fee that was acceptable and feasible for a majority of Vendors. Farmer fees have since then been reduced to accommodate their specific needs. b. Past Performance and Projected Performance of the Denton Community Market A majority of visitors who attend the DCM spend money at the Market. We estimate an average expenditure of $15 per customer. Big spenders of over $100 are a minority. 1. Estimated Revenue Generated by Vendors in 2015: With an average of 1200 visitors per day, we project that 1020 people will spend money. Even if they spend an average of $15, that is $15,300 per day, or $535,500 per year for 35 Saturdays. This figure appears to be reasonable, given that projected sales have been in the 400,000 range from past vendor surveys in 2014 with lower visitor counts. 2. Projected Revenue in 2016. It is estimated that the revenues will increase with increased visitor counts as high as 1920 for a typical day as of April 2014. If 15% do not spend money, 1632 people would spend $24,480 per day or $856,800 per year for 35 Saturdays. Further visitors surveys will be conducted in 2016 to determine the average expenditure per customer and the percentage who spend money. SNAP benefits will also attract customers who do not currently shop at the DCM. This number may increase the farmer sales revenues. 3. Conversions to Main Street Brick and Mortar: If out of a projected 184 vendors, 1.3% convert to brick and mortar businesses (average of 2 per 150 per year), the City of Denton would gain at least another 2 or 3 brick and mortar businesses from the DCM vendor base in 2016. The Juice Lab was the most recent Brick and Mortar business to successfully open this year in 2016. 201 mage 4. Conversions to Full Time Businesses: Many businesses become full-time businesses online or with special orders. There are many examples of vendors with great success. Lion Bear Naked is a vendor, for example, that does not have a storefront, but has business online and at the DCM. 5. Sales for Downtown Businesses on Market Days: DCM recorded in a one -day visitor survey in 2015 that 49% of DCM visitors spend money in the downtown before or after their visit to the DCM. About 25% of DCM visitors are from outside of Denton (from several zip code surveys). If each visitor from outside of Denton who visits downtown spends an average of $20, we estimate that at a minimum, visitors to DCM from outside of Denton spend $100,000 to $200,000 per year downtown. This number could be significantly higher if the average family dines out and then shops. Denton residents also report visiting downtown businesses before and after the DCM. There is a significant impact on downtown tourism and business. Further visitor surveys with larger samples and business surveys would be needed to generate more accurate estimations. �.i.,. e le f. 5 .Ot _- � From 2010-2015, the DCM had an average percent growth of 20% of the total number of vendors between the current year and the previous year. This trend is leveling off since 2014. The DCM currently has 148 vendors as of April 2016, and it would be expected that the total number of vendors would surpass the 2015 total of 154. If 20% is used as the average increase, we would expect 30 more vendors this year compared with 2015, with 184 as the total. Space limitations may inhibit growth beyond 166 vendors. 211 Page VIII. Risk Management/Legal a. Ordinances The DCM must comply with all City, County, State, and Federal regulations. The new site will have specific City requirements for the operation and expansion of the DCM. The SNAP program has specific federal regulations also. b. Copyrights: The DCM logo and website are important graphics and content to protect for merchandise distribution and the identity of the DCM. c. Patents: none d. Forms/agreements: The DCM must comply with HOT Funds requirements, USDA grant requirements, and any other grant or funding requirements. The DCM also has a policy to provide levels of service to donors or significant amounts of money, such as logo placement at the music venue each week. The DCM will have a Lease Agreement with the City of Denton for operation at the new Community Event Center. The terms of this agreement are still under discussion. e. Possible concerns As the DCM continues to grow, there may be more risk for legal issues related to public safety and operations. Conclusions The DCM started as an all -volunteer organization in 2010 with about 15 vendors on Opening Day. In 2016, the DCM has about 150 vendors who regularly participate on a regular basis, with a total of 70-80 vendor per week. The remarkable growth and popularity of the DCM and the many business success stories deem the DCM as one of the premier events and amenities in Denton. The DCM has significant regional competition, and requests further support from the City to have facilities that are equal and surpass those of other cities. The DCM vendor base is more diverse and larger than the largest markets in DFW. The Board of Directors envisions a successful market at the Community Events Center with eventual permanent infrastructure that will place DCM on a level playing field with other large regional markets. The DCM will continue to promote economic development, business development, the arts, local culture, sustainability, and local food. 221 Page Appendix: Photographs of DFW Regional Markets Coppell Farmers Market Figure 6: Coppell Farmers Market 231 Page 241 Page 251 Page Figure 7: Side of Coppell Pavilion with All Weather Side Panels. A new high-end residential development surrounds the new Pavilion. 261 Page 271 Page Dallas Farmers Market 281 Page 291 Page Figure 10: Food Shed of the Dallas Farmers Market for Food Vendors and Restaurants 301 Page 311 Page 321 Page Figure 11: The "Shed" at the Dallas Farmers Market for farmers and artisans. This is similar the size and purpose of Denton Community Market and no larger in total capacity. i 331 Page Figure 12: Kati and Vicki with Amanda Vanhoozier, Market Manager of Dallas Farmers Market and formerly with Coppell 341 Page 351 Page 361 Page � , s.. �&t6 �i =y Y�i$� � � L �. '��iLMs i���l ���t ll� � �. c �� � �= __.,,� _ .. I � i # '. 381 Page Farmers Branch Market (New Market Opening in May 2016) 391 Page 401 Page City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON File #: ID 16-699, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with City's attorneys, hold a discussion, and give staff direction regarding policy considerations with regard to the IH35 thoroughfare, where a public discussion of this matter 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 7/29/2016 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON Legislation Text File #: ID 16-913, Version: 1 Agenda Information Sheet SUBJECT Deliberations regarding Personnel Matters - Under Texas Government Code Section 551.074. Deliberate and discuss the appointment and duties of public officers to boards or commissions exercising discretionary or rule making power as opposed to purely advisory powers, which includes without limitation the Health and Building Standards Commission, the Historic Landmark Commission, the Planning and Zoning Commission, and the Zoning Board of Adjustment. City of Denton Page 1 of 1 Printed on 7/29/2016 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON Legislation Text File #: ID 16-927, Version: 1 Agenda Information Sheet SUBJECT Deliberations Regarding Certain Public Power Utilities: Competitive Matters - Under Texas Government Code Section 551.086 - Consultation with Attorneys - Under Texas Government Code Sec. 551.071. Receive a presentation from Denton Municipal Electric staff ("DME") regarding public power competitive and financial matters pertaining to plans, strategies, opportunities, and developments for generation improvements to the DME system; discuss and deliberate strategies regarding same; discuss and deliberate opportunities and strategies for the City to acquire purchased power and enter into agreements regarding the same, in order to meet its future energy needs. Discuss, deliberate and provide Staff with direction. Consult with City's attorneys with regard to agreements related to generation improvements to the DME system as it concerns legal issues associated with these potential agreements where a public discussion of this legal matter 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 7/29/2016 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON Legislation Text File #: ID 16-930, Version: 1 Agenda Information Sheet SUBJECT Deliberations Regarding Certain Public Power Utilities: Competitive Matters --- Under Texas Government Code Sec. 551.086; Consultation with Attorneys --- Under Texas Government Code Sec. 551.071. Receive competitive public power information and financial information from staff regarding approval of the Genscape, Inc., a Delaware Corporation, "Master License and Services Agreement (North America)," being a three-year agreement, and being a sole -source acquisition which is exempt from the requirements of competitive bidding under the provisions of Section 252.022, Texas Local Government Code, for software relating to bidding and pricing information for purchased power, generation and fuel, and Electric Reliability Council of Texas bids, prices, offers, and related services for purposes of supporting the Energy Management Organization of DME; discuss, deliberate, provide staff with direction, consider and take final action, making a recommendation regarding said Agreement. Consultation with the City's attorneys regarding legal issues associated with the above acquisition 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. City of Denton Page 1 of 1 Printed on 7/29/2016 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON Legislation Text File #: ID 16-952, 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, exchange, lease or value of real property located generally in the 800 block of East Hickory in the City of Denton, Denton County, Texas. Consultation with the City's attorneys regarding legal issues associated with the potential real property matter 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. City of Denton Page 1 of 1 Printed on 7/29/2016 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON File #: ID 16-963, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Consultation with Attorneys Under Texas Government Code Section 551.071 Consult with the City's Attorneys and provide direction regarding review of state and local Ethics law and regulations, to include provisions of the Denton City Charter as they relate to Ethics matters, where a public discussion of these 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 7/29/2016 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON Legislation Text File #: ID 16-1017, Version: 1 Agenda Information Sheet SUBJECT Deliberations regarding Real Property - Under Texas Government Code Section 511.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Receive information from staff, discuss, deliberate, and provide staff with direction regarding the potential acquisition of real property interests generally located in (1) the Gibson Myers Survey, Abstract No. 843, the Johnson, Green, Myers, and Brummell Survey, Abstract No. 1699, the Moses H. Davis Survey, Abstract No. 377, and the William Wilburn Survey, Abstract No. 1419, and (2) the William A. Thompson Survey, Abstract No. 1238, both located in the City of Denton, Denton County, Texas, for the possible construction of an electric generation facility where deliberation in an open meeting would have a detrimental effect on the position of a governmental body in negotiations with a third party. Consultation with the City's attorney's 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. City of Denton Page 1 of 1 Printed on 7/29/2016 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON Legislation Text File #: ID 16-898, Version: 1 Agenda Information Sheet SUBJECT Sidney Allison Award from Water Environment Association of Texas presented to P. S. Arora for Significant Contributions to the Engineering, Operation and Maintenance of Wastewater Collection and Transportation City of Denton Page 1 of 1 Printed on 7/27/2016 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON Legislation Text File #: ID 16-978, Version: 1 Agenda Information Sheet SUBJECT Mayor's Summer Youth Jobs Program City of Denton Page 1 of 1 Printed on 7/27/2016 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON File #: ID 16-1003, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Willie Hudspeth regarding the City Manager position and Police Department preparedness for racial unrest. City of Denton Page 1 of 1 Printed on 7/27/2016 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON Legislation Text File #: ID 16-876, Version: 1 Agenda Information Sheet DEPARTMENT: Finance ACM: Bryan Langley Date: August 2, 2016 SUBJECT Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $46,000,000 in principal amount of "City of Denton General Obligation Refunding Bonds, Series 2016" (including up to $15,700,000 for Electric Fund activities, up to $27,900,000 for Water Fund Activities, and up to $2,400,000 for Wastewater Fund activities); authorizing the issuance of the Bonds; delegating the authority to certain City officials to execute certain documents relating to the sale of the Bonds; approving and authorizing instruments and procedures relating to said Bonds; and enacting other provisions relating to the subject. Audit/Finance Committee recommends approval (2-0). BACKGROUND As a result of the current historically low interest rate environment, staff is proposing the refunding of $46,140,000 and the payoff of $6,990,000 in outstanding Utility System Revenue Bonds ($53.13 million in total) in August 2016. These outstanding bonds are broken down as follows by utility: $18.855 million for Electric, $31.42 million for Water, and $2.855 million for Wastewater. While the City anticipates net savings of approximately $5.2 million as a result of the refunding, the other benefit of this plan is that approximately $17.8 million in bond covenant obligated cash will become available to the utilities. Currently, the City is required by its revenue bond covenants to maintain four separate funds: Utility Interest & Sinking Fund, Utility Bond Reserve Fund, Utility Extension & Improvement Fund, and Utility Emergency Fund. The cash balances maintained in each fund are dictated by the revenue bond covenants as a type of guarantee to revenue bond holders while these bonds are outstanding. Since staff's proposal is to refund and payoff all outstanding revenue bonds, then the City is no longer obligated to keep these cash balances and can return them to each utility based on how the balances were contributed. The City anticipates that the Electric Fund will receive approximately $5.9 million, the Water Fund will receive approximately $7.5 million and the Wastewater Fund will receive approximately $4.4 million. The refunding portion of this proposal is comprised of the City's Utility System Revenue Refunding Bonds, Series 2007 and Utility System Revenue Bonds, Series 2007 and 2008. The aggregate principal amount of these bonds is $46,140,000 and the City currently pays an interest rate of 4.35% on the bonds. By refunding these bonds, staff expects to lower the interest rate paid to approximately 2.08%. This lower rate would result in debt service payments being reduced by approximately $5.2 million over the life of the debt or approximately $370,000 annually (see Exhibit 1). The refunding will not extend the original maturity anticipated when the bonds are issued. City of Denton Page 1 of 3 Printed on 7/29/2016 povveied by I_egivt9i IN File #: ID 16-876, Version: 1 The payoff portion of this proposal is comprised of the City's Utility System Revenue Refunding Bonds, Series 2007 and Utility System Revenue Bonds, Series 2006, 2007 and 2008. The following is a breakdown of the principal amount by series along with the current maturity dates: Issue Principal Maturity Series 2006, Utility System Revenue Bonds $ 415,000 12/1/17 Series 2007, Utility System Revenue Refunding Bonds $2,865,000 12/1/17 Series 2007, Utility System Revenue Bonds $1,605,000 12/1/18 Series 2008, Utility System Revenue Bonds $2,105,000 12/1/19 Total $6,990,000 Since bond market conditions can change rapidly, staff is recommending that the City Council approve a parameters bond sale on August 2, 2016. By doing so, the City will be authorized to execute the issuance at any time before November 2, 2016, if market conditions are favorable, provided that the maturity of the bonds does not exceed 2030 and the interest rate does not exceed 3.00%. Once the bond sale has been completed, staff will notify the City Council of the final bond issuance terms. RECOMMENDATION Staff recommends adoption of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On July 18, 2016, the Audit/Finance Committee unanimously recommended approval to forward the upcoming bond issuance to the City Council for consideration. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.1 Manage financial resources in a responsible manner EXHIBITS 1. Preliminary GO Refunding Analysis 2. Draft Preliminary Official Statement 3. Ordinance Respectfully submitted: Chuck Springer, 349-8260 Director of Finance City of Denton Page 2 of 3 Printed on 7/29/2016 povveied by I_egist9i I;, File M ID 16-876, Version: 1 Prepared by: Antonio Puente, Jr. Assistant Director of Finance City of Denton Page 3 of 3 Printed on 7/29/2016 povveied by I_egist9i I;, FirstSouthvvest dais Or Wain 5kWres SAVINGS City of Denton, Texas General Obligation Refunding Bonds, Series 2016 Tax -Exempt Rates As of 06/29/2016 (+15 bps) (AA+ / AA+) *** Seperated Out By Series & By Source *** Date Prior Debt Service Prior Receipts Prior Net Cash Flow Refunding Debt Service Savings 09/30/2016 3,976,965.86 -3,976,965.86 -3,976,965.86 09/30/2017 6,920,150.04 6,920,150.04 4,628,626.46 2,291,523.58 09/30/2018 6,329,025.04 6,329,025.04 4,508,146.25 1,820,878.79 09/30/2019 6,345,843.79 6,345,843.79 4,516,757.50 1,829,086.29 09/30/2020 6,347,837.54 6,347,837.54 4,517,386.25 1,830,451.29 09/30/2021 6,365,521.91 6,365,521.91 4,544,131.25 1,821,390.66 09/30/2022 3,158,378.15 3,158,378.15 2,768,471.25 389,906.90 09/30/2023 3,169,171.90 3,169,171.90 2,777,852.50 391,319.40 09/30/2024 5,094,168.77 5,094,168.77 4,073,222.50 1,020,946.27 09/30/2025 5,098,965.64 5,098,965.64 4,087,392.50 1,011,573.14 09/30/2026 5,110,737.52 5,110,737.52 4,097,163.75 1,013,573.77 09/30/2027 5,112,593.76 5,112,593.76 4,092,536.25 1,020,057.51 09/30/2028 3,829,537.50 3,829,537.50 2,977,736.25 851,801.25 09/30/2029 2,637,456.25 2,637,456.25 1,863,148.75 774,307.50 09/30/2030 2,639,931.25 2,639,931.25 1,866,865.00 773,066.25 68,159,319.06 3,976,965.86 64,182,353.20 51,319,436.46 12,862,916.74 Savings Summary Savings PV date 09/20/2016 Savings PV rate 2.075645% PV of savings from cash flow 11,358,531.49 Less: Prior funds on hand -6,151,261.88 Net PV Savings 5,207,269.61 Jul 6, 2016 10:42 am Prepared by FirstSouthwest (aml) (Finance 7.013 DENTON:GO_16SEP) FSCCoiitiriuir`gDisclosur'�?.Ser'vitesI PRELIMENARl011`R IAL S1 AHI. iL.t' Ratings: A Division of Hilltop 5e unties. Fitch. (See"Continuing Disctnsuce oftnf—ation^herein) Dated August_, 2016 S&P: (See "Other Information - NEW ISSUE - Book -Entry -Only Ratings" herein) In the opinion of Bond Counsel, interest on the Bonds will be excludable from gross income for federal income tax purposes under statutes, regulations, published rulings and court decisions existing on the date thereof, subject to the matters described under "Tax Matters" herein, including the alternative minimum tax on corporations. THE BONDS WILL NOT BE DESIGNATED AS "QUALIFIED TAX-EXEMPT OBLIGATIONS" FOR FINANCIAL INSTITUTIONS S38,195,000* CITY OF DENTON, TEXAS (Denton County) DENTON GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016 Dated Date: August 15, 2016 Due: February 15, as shown below Interest Accrues from Delivery Date PAYMENT TERMS ... Interest on the $38,195,000* City of Denton, Texas General Obligation Refunding Bonds, Series 2016 (the "Bonds") will accrue from the delivery date (the "Delivery Date"), will be payable February 15 and August 15 of each year, commencing February 15, 2017, until maturity or prior redemption, and will be calculated on the basis of a 360 -day year consisting of twelve 30 -day months. The definitive Bonds will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC") pursuant to the Book -Entry -Only System described herein. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof within a maturity. No physical delivery of the Bonds will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See "The Bonds - Book -Entry -Only System" herein. The initial Paying Agent/Registrar is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas (see "The Bonds - Paying Agent/Registrar"). AUTHORITY FOR ISSUANCE ... The Bonds are issued pursuant to the Constitution and general laws of the State of Texas, (the "State") including particularly Texas Government Code, Chapter 1207, as amended, and are direct obligations of the City of Denton, Texas (the "City"), payable from an annual ad valorem tax levied, within the limits prescribed by law, on all taxable property within the City, as provided in the Bond Ordinance (defined herein) authorizing the Bonds (see "The Bonds - Authority for Issuance" and "The Bonds — Security and Source of Payment"). PURPOSE ... Proceeds from the sale of the Bonds, together with fund contributed by the City, are expected to be used to (i) refund all outstanding obligations of the City's Utility System described on Schedule I attached hereto (the "Refunded Bonds") for debt service savings; and (ii) to pay the costs associated with the issuance of the Bonds (see "Plan of Financing - Purpose" hereto and "Schedule of Refunded Bonds — Schedule I" attached hereto). Principal Interest Initial Amount Maturity Rate Yield $2,965,000 2017 2,765,000 2018 2,920,000 2019 3,075,000 2020 3,265,000 2021 1,615,000 2022 1,710,000 2023 MATURITY SCHEDULE* CUSIP Principal Suffix ' Amount Maturity $3,130,000 2024 3,310,000 2025 3,495,000 2026 3,675,000 2027 2,725,000 2028 1,725,000 2029 1,820,000 2030 CUSIP Prefix: 248866<r> Interest Initial CUSIP Rate Yield Suffix (1) (1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor's Financial Services LLC on behalf of the American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. None of the City, the Initial Purchaser or the Financial Advisor shall be responsible for the selection or correctness of the CUSIP numbers set forth herein. REDEMPTION ... The City reserves the right, at its option, to redeem Bonds having stated maturities on February 15, 2027, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2026, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see "The Bonds — Optional Redemption"). LEGALITY ... The Bonds are offered for delivery when, as and if issued and received by the Initial Purchaser subject to the approving opinion of the Attorney General of Texas and the opinion of McCall, Parkhurst & Horton L.L.P., Bond Counsel, Dallas, Texas (see Appendix C, "Form of Bond Counsel's Opinion"). DELIVERY ... It is expected that the Bonds will be available for delivery through The Depository Trust Company on September 29, 2016. SEALED BIDS DUE , AUGUST _, 2016, AT 10:30 AM, CDT** * Preliminary, subject to change. See "Adjustment of Principal Amount and/or Types of Bids" herein. * * Place and Time of Bid Opening ... The City will accept bids for the sale of the Bonds on a day during the period beginning August '2016 and initially ending September , 2016. At least 12 hours prior to the sale of the Bonds, FirstSouthwest, a Division of Hilltop Securities Inc., as Financial Advisor to the City, will communicate, through Parity and Bloomberg, the date and time for submission of bids. The Financial Advisor, acting on behalf of the City, shall accept bids up to the time specified in the notice as hereinbefore described. This Official Statement, which includes the cover page, Schedule and the Appendices hereto, does not constitute an offer to sell or the solicitation of an offer to buy in any jurisdiction to any person to whom it is unlawful to make such offer, solicitation, or sale. No dealer, broker, salesperson, or other person has been authorized to give information or to make any representation other than those contained in this Official Statement, and, if given or made, such other information or representations must not be relied upon. For purposes of compliance with Rule l5c 2-12 of the Securities and Exchange Commission (the 'Rule ), this document constitutes an Official Statement of the City with respect to the Bonds that has been "deemed final " by the City as of its date except for the omission of no more than the information permitted by the Rule. The information set forth herein has been obtained f om the City and other sources believed to be reliable, but such information is not guaranteed as to accuracy or completeness and is not to be construed as the representation, promise, or guarantee of the Financial Advisor. Any information and expressions of opinion herein contained are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or other matters described herein since the date hereof. See "Other Information - Continuing Disclosure of Information" for a description of the City's undertaking to provide certain information on a continuing basis. Neither the City nor its Financial Advisor make any representation as to the accuracy, completeness, or adequacy of the information supplied by The Depository Trust Company for use in this Official Statement. THIS OFFICIAL STATEMENT CONTAINS "FORWARD-LOOKING" STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. SUCH STATEMENTS MAY INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES, AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE, AND ACHIEVEMENTS TO BE DIFFERENT FROM FUTURE RESULTS, PERFORMANCE, AND ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD- LOOKING STATEMENTS. INVESTORS ARE CAUTIONED THAT THE ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE SET FORTH IN THE FORWARD-LOOKING STATEMENTS. THE BONDS ARE EXEMPT FROM REGISTRATION WITH THE SECURITIES AND EXCHANGE COMMISSION AND CONSEQUENTLY HAVE NOT BEEN REGISTERED THEREWITH. THE REGISTRATION, QUALIFICATION, OR EXEMPTION OF THE BONDS IN ACCORDANCE WITH APPLICABLE SECURITIES LAW PROVISIONS OF THE JURISDICTION IN WHICH THE BONDS HAVE BEEN REGISTERED, QUALIFIED OR EXEMPTED SHOULD NOT BE REGARDED ASA RECOMMENDATION THEREOF. TABLE OF CONTENTS .jl a I [® F11R91115.1111 NO I MON WU►51►I F1.� CITY OFFICIALS, STAFF AND CONSULTANTS ........... 5 ELECTED OFFICIALS.......................................................5 SELECTED ADMINISTRATIVE STAFF...............................5 9 CONSULTANTS AND ADVISORS......................................5 INTRODUCTION .................................................................. 7 PLAN OF FINANCING........................................................7 THE BONDS..........................................................................8 TAX INFORMATION.........................................................14 ..40 TABLE 1 - VALUATION, EXEMPTIONS AND GENERAL OBLIGATION DEBT.............................................21 TABLE 2 - TAXABLE ASSESSED VALUATIONS BY CATEGORY.........................................................22 COMPUTATIONS..................................................40 TABLE 3 - VALUATION AND GENERAL OBLIGATION INITIAL PURCHASER OF THE BONDS .............................41 DEBT HISTORY...................................................23 CERTIFICATION OF THE OFFICIAL STATEMENT .............41 TABLE 4 - TAX RATE, LEVY AND COLLECTION FORWARD-LOOKING STATEMENTS DISCLAIMER .......... HISTORY............................................................. 23 TABLE 5 - TEN LARGEST TAXPAYERS .........................23 TABLE 6 - ESTIMATED OVERLAPPING TAX DEBT .......24 DEBT INFORMATION......................................................25 TABLE 7 - GENERAL OBLIGATION DEBT SERVICE REQUIREMENTS..................................................25 TABLE 8 - INTEREST AND SINKING FUND BUDGET PROJECTION.......................................................26 TABLE 9 - COMPUTATION OF SELF-SUPPORTING DEBT26 TABLE 10 - AUTHORIZED BUT UNISSUED GENERAL OBLIGATION BONDS...........................................26 TABLE 11 - OTHER OBLIGATIONS...............................27 FINANCIAL INFORMATION...........................................31 TABLE 12 - CHANGES IN NET POSITION ......................31 TABLE 12A - GENERAL FUND REVENUES AND EXPENDITURE HISTORY.....................................32 TABLE 13 - MUNICIPAL SALES TAX HISTORY.............33 INVESTMENTS................................................................... 34 TABLE 14- CURRENT INVESTMENTS .............................35 TAX MATTERS...................................................................36 CONTINUING DISCLOSURE OF INFORMATION ......38 OTHER INFORMATION...................................................39 RATINGS.......................................................................39 LITIGATION...................................................................3 9 REGISTRATION AND QUALIFICATION OF BONDS FOR SALE...................................................................39 LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS....................................39 LEGAL OPINIONS AND NO -LITIGATION CERTIFICATE ..40 AUTHENTICITY OF FINANCIAL DATA AND OTHER INFORMATION.....................................................40 FINANCIAL ADVISOR....................................................40 VERIFICATION OF ARITHMETICAL AND MATHEMATICAL COMPUTATIONS..................................................40 INITIAL PURCHASER OF THE BONDS .............................41 CERTIFICATION OF THE OFFICIAL STATEMENT .............41 FORWARD-LOOKING STATEMENTS DISCLAIMER .......... 41 MISCELLANEOUS..........................................................41 SCHEDULE OF REFUNDED BONDS ................. Schedule I APPENDICES GENERAL INFORMATION REGARDING THE CITY .......... A EXCERPTS FROM THE CITY'S COMPREHENSIVE ANNUAL FINANCIAL REPORT ................................ B FORM OF BOND COUNSEL'S OPINION .......................... C The cover page hereof, this page, the schedule, the appendices included herein and any addenda, supplement or amendment hereto, are part of the Official Statement. OFFICIAL STATEMENT SUMMARY This summary is subject in all respects to the more complete information and definitions contained or incorporated in this Official Statement. The offering of the Bonds to potential investors is made only by means of this entire Official Statement. No person is authorized to detach this summary from this Official Statement or to otherwise use it without the entire Official Statement. THE CITY ..................................... The City of Denton (the "City") is a political subdivision and municipal corporation of the State, located in Denton County, Texas. The City covers approximately 97.411 square miles (see "Introduction - Description of the City"). THE BONDS .................................. The $38,195,000* City of Denton, Texas General Obligation Refunding Bonds, Series 2016 are to mature on February 15 in the years 2017 through 2030 (see "The Bonds - Description of the Bonds"). PAYMENT OF INTEREST ............... Interest on the Bonds accrues from the Delivery Date (defined herein) and is payable February 15, 2017 and each August 15 and February 15 thereafter until maturity or prior redemption (see "The Bonds - Description of the Bonds" and "The Bonds — Optional Redemption"). AUTHORITY FOR ISSUANCE.......... The Bonds are issued pursuant to the Constitution and general laws of the State, including particularly Texas Government Code, Chapter 1207, as amended, and an ordinance (the "Authorizing Bond Ordinance") of the City in which the City Council delegated to each of the City Manager and an Assistant City Manager authority to complete the sale of the Bonds. The terms of the sale will be included in a "Pricing Certificate," which will complete the sale of the Bonds (the Authorizing Bond Ordinance and the Pricing Certificate for the Bonds are jointly referred to as the "Bond Ordinance") (see "The Bonds - Authority for Issuance"). SECURITY FOR THE BONDS .......... The Bonds constitute direct obligations of the City, payable from a direct annual ad valorem tax levied, within the limits prescribed by law, on all taxable property located within the City (see "The Bonds - Security and Source of Payment"). REDEMPTION ............................... The City reserves the right, at its option, to redeem the Bonds having stated maturities on February 15, 2027, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2026, or any date thereafter, at the par value thereof plus accrued interest to the date of redemption (see "The Bonds - Optional Redemption"). TAx EXEMPTION ............................ In the opinion of Bond Counsel, the interest on the Bonds will be excludable from gross income for federal income tax purposes under existing law, subject to the matters described under "Tax Matters" herein, including the alternative minimum tax on corporations. USE OF PROCEEDS ....................... Proceeds from the sale of the Bonds, together with fund contributed by the City, are expected to be used to (i) refund all outstanding obligations of the City's Utility System described on Schedule I attached hereto (the "Refunded Bonds") for debt service savings; and (ii) to pay the costs associated with the issuance of the Bonds (see "Plan of Financing - Purpose" hereto and "Schedule of Refunded Bonds — Schedule I" attached hereto). RATINGS ...................................... The Bonds and the presently outstanding general obligation debt of the City are rated by Fitch Ratings ("Fitch") and " " by Standard & Pool's Rating Services, a Standard & Poor's Financial Services LLC business ("S&P"). See "Other Information — Ratings" herein. Boox-ENTRY-ONLY SYSTEM...... The definitive Bonds will be initially registered and delivered only to Cede & Co., the nominee of DTC pursuant to the Book -Entry -Only System described herein. Beneficial ownership of the Bonds may be acquired in denominations of $5,000 or integral multiples thereof within a maturity. No physical delivery of the Bonds will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds (see "The Bonds - Book -Entry -Only System"). PAYMENT RECORD ...................... The City has never defaulted on the payment of its tax -supported indebtedness. * Preliminary, subject to change. SELECTED FINANCIAL INFORMATION (1) Source: City Officials. (2) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. Source: Denton Central Appraisal District as of July 19, 2015. (3) Includes tax incremental value of approximately $2,300,954 that is not available for the City's general obligations and debt of City. (4) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (5) Includes tax incremental value of approximately $16,931,096 that is not available for the City's general obligations and debt of City. (6) Includes tax incremental value of approximately $35,975,197 that is not available for the City's general obligations and debt of City. (7) Includes tax incremental value of approximately $39,084,154 that is not available for the City's general obligations and debt of City. (8) Excludes self -supported general obligation debt. (9) Excludes the Bonds. Preliminary, subject to change. (10) Collections for part year only, through July 1, 2016. 4 Net Ratio Net Fiscal Taxable Tax Debt Per Capita Tax Debt to Year Taxable Assessed Outstanding Net Funded Taxable %of Ended Estimated Assessed Valuation at End of Tax Assessed Total Tax 9/30 Population (1) Valuation (2) Per Capita Fiscal Year (8) Debt Valuation Collections 2012 115,662 $ 6,412,375,004 (3) $ 55,441 $ 113,939,700 $ 985 1.78% 99.77% 2013 117,397 6,716,711,368 (') 57,214 120,375,588 1,025 1.79% 99.72% 2014 119,158 6,979,224,274 (5) 58,571 123,827,115 1,039 1.77% 99.64% 2015 120,945 7,797,177,608 (6) 64,469 135,879,058 1,123 1.74% 99.39% 2016 122,759 8,463,146,760 (7) 68,941 144,036,173 (9) 1,173 1.71% 98.99%(") (1) Source: City Officials. (2) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. Source: Denton Central Appraisal District as of July 19, 2015. (3) Includes tax incremental value of approximately $2,300,954 that is not available for the City's general obligations and debt of City. (4) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (5) Includes tax incremental value of approximately $16,931,096 that is not available for the City's general obligations and debt of City. (6) Includes tax incremental value of approximately $35,975,197 that is not available for the City's general obligations and debt of City. (7) Includes tax incremental value of approximately $39,084,154 that is not available for the City's general obligations and debt of City. (8) Excludes self -supported general obligation debt. (9) Excludes the Bonds. Preliminary, subject to change. (10) Collections for part year only, through July 1, 2016. 4 CITY OFFICIALS, STAFF AND CONSULTANTS ELECTED OFFICIALS Term City Council Expires Chris Watts May, 2018 Mayor Kevin Roden May, 2017 Councilmember, District 1 Keely Briggs May, 2017 Councilmember, District 2 Kathleen Wazny May, 2017 Councilmember, District 3 Joey Hawkins May, 2017 Councilmember, District 4 Dalton Gregory May, 2018 Councilmember, At Large Place 5 Sara Bagheri May, 2018 Councilmember, At Large Place 6 SELECTED ADMINISTRATIVE STAFF Name Position Howard Martin Interim City Manager Jon Fortune Assistant City Manager John Cabrales Assistant City Manager Bryan Langley Assistant City Manager/CFO Chuck Springer Director of Finance Jennifer K. Walters City Secretary Anita Burgess City Attorney CONSULTANTS AND ADVISORS Auditors......................................................................................................................................................................... Weaver, LLP Dallas, Texas Bond Counsel............................................................................................................................. McCall, Parkhurst & Horton L.L.P. Dallas, Texas Financial Advisor.............................................................................................. FirstSouthwest, a Division of Hilltop Securities Inc. Fort Worth, Texas For additional information regarding the City, please contact: Bryan Langley Assistant City Manager/CFO City of Denton 215 E. McKinney Street or Denton, Texas 76201 (940) 349-8224 Laura Alexander David Medanich FirstSouthwest, a Division of Hilltop Securities 777 Main Street Suite 1200 Fort Worth, Texas 76102 (817) 332-9710 5 THIS PAGE LEFT BLANK INTENTIONALLY OFFICIAL STATEMENT RELATING TO $38,195,000* CITY OF DENTON, TEXAS GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016 INTRODUCTION This Official Statement, which includes the Schedule and Appendices hereto, provides certain information regarding the issuance of $38,195,000* City of Denton, Texas General Obligation Refunding Bonds, Series 2016 (the "Bonds"). The City Council adopted an ordinance on July 19, 2016 authorizing the issuance of the Bonds (the "Authorizing Bond Ordinance"). In the Authorizing Bond Ordinance, as permitted by the provisions of Chapter 1207, Texas Government Code, as amended, the City Council delegated the authority to each of the City Manager and an Assistant City Manager to establish the terms and details of the Bonds and to effect the sale of the Bonds pursuant to a "Pricing Certificate" (the Authorizing Bond Ordinance and the Pricing Certificate for the Bonds are jointly referred to as the "Bond Ordinance"). Capitalized terms used in this Official Statement have the same meanings assigned to such terms in the Bond Ordinance, except as otherwise indicated herein. There follows in this Official Statement descriptions of the Bonds and certain information regarding the City and its finances. All descriptions of documents contained herein are only summaries and are qualified in their entirety by reference to each such document. Copies of such documents may be obtained from the City's Financial Advisor, FirstSouthwest, a Division of Hilltop Securities Inc., Fort Worth, Texas. DESCRIPTION of THE CITY ... The City of Denton, Texas (the "City") is a political subdivision located in Denton County operating as a home -rule city under the laws of the State of Texas and a charter approved by the voters in 1959. The City operates under the Council/Manager form of government where the Mayor and six Councilmembers are elected for staggered two-year terms. The City Council formulates operating policy for the City while the City Manager is the chief administrative officer. The City is approximately 97.411 square miles in area. PLAN OF FINANCING PURPOSE ... Proceeds from the sale of the Bonds, together with fund contributed by the City, are expected to be used to (i) refund all outstanding obligations of the City's Utility System described on Schedule I attached hereto (the "Refunded Bonds") for debt service savings; and (ii) to pay the costs associated with the issuance of the Bonds (see "Plan of Financing - Purpose" hereto and "Schedule of Refunded Bonds — Schedule I" attached hereto). REFUNDED BONDS ... Proceeds from the sale of the Bonds will be used in part to refund the Refunded Bonds. The principal and interest due on the Refunded Bonds are to be paid on the redemption date of such Refunded Bonds as shown in Schedule I, from funds to be deposited pursuant to an escrow agreement with respect to the Refunded Bonds (the "Refunded Bonds Escrow Agreement") between the City and The Bank of New York Mellon Trust Company, N.A. (the "Refunded Bonds Escrow Agent"). The Bond Ordinance provides that from the proceeds of the sale of the Bonds received from the Initial Purchasers, together with other funds of the City, the City will deposit with the Refunded Bonds Escrow Agent an amount which, together with the Refunded Bonds Escrowed Securities (defined below) purchased with a portion of the Bond proceeds and the interest to be earned on such Refunded Bonds Escrowed Securities, will be sufficient to accomplish the discharge and final payment of the Refunded Bonds on their redemption date. Such funds will be held by the Refunded Bonds Escrow Agent in a special escrow account (the "Refunded Bonds Escrow Fund") and used to purchase direct obligations of the United States of America or obligations unconditionally guaranteed by the United States of America (the "Refunded Bonds Escrowed Securities"). Under the Refunded Bonds Escrow Agreement, the Refunded Bonds Escrow Fund is irrevocably pledged to the payment of the principal of and interest on the Refunded Bonds. Grant Thornton LLP ("Grant Thornton"), certified public accountants, a nationally recognized accounting firm, will issue its report (the "Report") verifying at the time of delivery of the Bonds to the Initial Purchaser thereof the mathematical accuracy of the schedules that demonstrate the Refunded Bonds Escrowed Securities will mature and pay interest in such amounts which, together with uninvested funds, if any, in the Refunded Bonds Escrow Fund, will be sufficient to pay, when due, the principal of and interest on the Refunded Bonds. Such maturing principal of and interest on such Refunded Bonds Escrowed Securities will not be available to pay the Bonds (see "Other Information — Verification of Arithmetical and Mathematical Computations"). * Preliminary, subject to change. By deposit of the Refunded Bonds Escrowed Securities and cash with the Refunded Bonds Escrow Agent pursuant to the Refunded Bonds Escrow Agreement, the City will have effected the defeasance of all the Refunded Bonds in accordance with the law. It is the opinion of Bond Counsel that as a result of such defeasance and in reliance upon the report of Grant Thornton, the Refunded Bonds will be outstanding only for the purpose of receiving payments from the Refunded Bonds Escrowed Securities on deposit in the Refunded Bonds Escrow Fund and any cash held for such purpose by the Refunded Bonds Escrow Agent and such Refunded Bonds will not be deemed as being outstanding obligations of the City payable from taxes or other revenues received by the City, as the case may be, or for the purpose of applying any limitation on the issuance of debt, and the City will have no further responsibility with respect to amounts available in the Refunded Bonds Escrow Fund for the payment of the Refunded Bonds from time to time, including any insufficiency therein caused by the failure of to receive payment when due on the Refunded Bonds Escrowed Securities. SOURCES AND USES OF FUNDS ... The proceeds from the sale of the Bonds, together with other City funds will be applied as follows: Sources of Funds Par Amount $ Cash Premium Bid Transfer from Revenue Bond Debt Service Fund Transfer from Revenue Bond Debt Service Reserve Fund Total Sources of Funds $ Uses of Funds Deposit to Refunded Bonds Escrow Fund $ Cost of Issuance Total Uses of Funds $ THE BONDS DESCRIPTION OF THE BONDS ... The Bonds are dated August 15, 2016, and mature on February 15 in each of the years and in the amounts shown on the cover page hereof. Interest will accrue from the date of initial delivery thereof (the "Delivery Date"), will be computed on the basis of a 360 -day year of twelve 30 -day months, and will be payable on February 15 and August 15 of each year, commencing February 15, 2017, until maturity or prior redemption. The definitive Bonds will be issued only in fully registered form in any integral multiple of $5,000 for any one maturity and will be initially registered and delivered only to Cede & Co., the nominee of The Depository Trust Company ("DTC') pursuant to the Book -Entry -Only System described herein. No physical delivery of the Bonds will be made to the beneficial owners thereof. Principal of, premium, if any, and interest on the Bonds will be payable by the Paying Agent/Registrar to Cede & Co., which will make distribution of the amounts so paid to the participating members of DTC for subsequent payment to the beneficial owners of the Bonds. See "The Bonds - Book -Entry - Only System" herein. AUTHORITY FOR ISSUANCE ... The Bonds are being issued pursuant to the Constitution and general laws of the State of Texas, particularly Chapter 1207, Texas Government Code, as amended, and the Bond Ordinance. SECURITY AND SOURCE OF PAYMENT ... The Bonds constitute direct obligations of the City and the principal thereof and interest thereon are payable from an annual ad valorem tax levied by the City, within the limits prescribed by law, upon all taxable property in the City, as provided in the Bond Ordinance. TAx RATE LIMITATION ... All taxable property within the City is subject to the assessment, levy and collection by the City of a continuing, direct annual ad valorem tax sufficient to provide for the payment of principal of and interest on all ad valorem tax debt, including the Bonds, within the limits prescribed by law. Article XI, Section 5, of the Texas Constitution is applicable to the City, and limits its maximum ad valorem tax rate to $2.50 per $100 Taxable Assessed Valuation for all City purposes. The Home Rule Charter of the City adopts the constitutionally authorized maximum tax rate of $2.50 per $100 Taxable Assessed Valuation. Administratively, the Attorney General of the State of Texas will permit allocation of $1.50 of the $2.50 maximum tax rate for all general obligation debt, as calculated at the time of issuance and based on 90% tax collection factor. OPTIONAL REDEMPTION ... The City reserves the right, at its option, to redeem Bonds having stated maturities on February 15, 2027, in whole or in part in principal amounts of $5,000 or any integral multiple thereof, on February 15, 2026 or any date thereafter, at the par value thereof plus accrued interest to the date of redemption. If less than all the Bonds of a maturity are to be redeemed, the Paying Agent/Registrar (or DTC while the Bonds are in Book -Entry -Only form) shall determine by lot the Bonds, or portions thereof, within such maturity to be redeemed. If a Bond (or any portion of the principal sum thereof) shall have been called for redemption and notice of such redemption shall have been given, such Bond (or the principal amount thereof to be redeemed) shall become due and payable on such redemption date and interest thereon shall cease to accrue from and after the redemption date, provided funds for the payment of the redemption price and accrued interest thereon are held by the Paying Agent/Registrar on the redemption date. With respect to any optional redemption of the Bonds unless certain prerequisites to such redemption required by the Ordinance have been met and money sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed will have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice may state that said redemption will, at the option of the City, be conditional upon the satisfaction of such prerequisites and receipt of such money by the Paying Agent/Registrar on or prior to the date fixed for such redemption or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption are not fulfilled, such notice will be of no force and effect, the City will not redeem such Bonds and the Paying Agent/Registrar will give notice in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. NOTICE OF REDEMPTION ... Not less than 30 days prior to a redemption date for the Bonds, the City shall cause a notice of redemption to be sent by United States mail, first class, postage prepaid, to the registered owners of the Bonds to be redeemed, in whole or in part, at the address of the registered owner appearing on the registration books of the Paying Agent/Registrar at the close of business on the business day next preceding the date of mailing such notice. ANY NOTICE SO MAILED SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN DULY GIVEN WHETHER OR NOT THE REGISTERED OWNER RECEIVES SUCH NOTICE. IF A BOND (OR ANY PORTION OF ITS PRINCIPAL SUM) SHALL HAVE BEEN DULY CALLED FOR REDEMPTION AND NOTICE OF SUCH REDEMPTION DULY GIVEN, THEN UPON THE REDEMPTION DATE SUCH OBLIGATION (OR THE PORTION OF ITS PRINCIPAL SUM TO BE REDEEMED) SHALL BECOME DUE AND PAYABLE, AND, IF MONIES FOR THE PAYMENT OF THE REDEMPTION PRICE ARE HELD FOR THE PURPOSE OF SUCH PAYMENT BY THE PAYING AGENT/REGISTRAR AND ALL OTHER CONDITIONS TO REDEMPTION ARE SATISFIED, INTEREST SHALL CEASE TO ACCRUE AND BE PAYABLE FROM AND AFTER THE REDEMPTION DATE ON THE PRINCIPAL AMOUNT REDEEMED. DEFEASANCE ... The Bond Ordinance provides that any Bond and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Bond") within the meaning of such Bond Ordinance when payment of the principal of such Bond, plus interest thereon to the due date either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations which mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the City with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable, and thereafter the City will have no further responsibility with respect to amounts available to such paying agent (or other financial institution permitted by applicable law) for the payment of such defeased bonds, including any insufficiency therein caused by the failure of such paying agent (or other financial institution permitted by applicable law) to receive payment when due on the Government Obligations. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in the Bond Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the City also be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the City, or deposited as directed in writing to the City. The Bond Ordinance provides that "Government Obligations" means (a) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (b) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the City Council approves such defeasance, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, (c) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the City Council approves such defeasance, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent and (d) any other then authorized securities or obligations under applicable Texas state law that may be used to defease obligations such as the Bonds. There is no assurance that the current law will not be changed in a manner which would permit investments other than those described above to be made with amounts deposited to defease the Bonds. Because the Bond Ordinance does not contractually limit such investments, registered owners will be deemed to have consented to defeasance with such other investments, notwithstanding the fact that such investments may not be of the same investment quality as those currently permitted under State law. There is no assurance that any particular rating for U.S. Treasury securities used as Government Obligations or the rating for any other Government Obligations will be maintained at any particular rating category. Upon such deposit as described above, such Defeased Bonds shall no longer be regarded to be outstanding obligations payable from ad valorem taxes levied by the City or from the other revenues pledged to their payment in the Bond Ordinance, but will be payable only from the funds and Government Obligations deposited in escrow and will not be considered debt of the City for any purpose. After firm banking and financial arrangements for the discharge and final payment or redemption of the Bonds have been made as described above, all rights of the City to initiate proceedings to call the Bonds for redemption or take any other action amending the terms of the Bonds are extinguished; provided, however, that the right to call the Bonds for redemption is not extinguished if the City: (i) in the proceedings providing for the firm banking and financial arrangements, expressly reserves the right to call the Bonds for redemption; and (ii) gives notice of the reservation of that right to the owners of the Bonds immediately following the making of the firm banking and financial arrangements; (iii) directs that notice of the reservation be included in any redemption notices that it authorizes. Boox-ENTRY-ONLY SYSTEM ... This section describes how ownership of the Bonds is to be transferred and how the principal of, premium, if any, and interest on the Bonds are to be paid to and accredited by DTC while the Bonds are registered in its nominee name. The information in this section concerning DTC and the Book -Entry -Only System has been provided by DTC for use in disclosure documents such as this Official Statement. The City and the Initial Purchasers believe the source of such information to be reliable, but take no responsibility for the accuracy or completeness thereof. The City and the Initial Purchaser cannot and do not give any assurance that (1) DTC will distribute payments of debt service on the Bonds, or redemption or other notices, to DTC Participants, (2) DTC Participants or others will distribute debt service payments paid to DTC or its nominee (as the registered owner of the Bonds), or redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or (3) DTC will serve and act in the manner described in this Official Statement. The current rules applicable to DTC are on file with the Securities and Exchange Commission, and the current procedures of DTC to be followed in dealing with DTC Participants are on file with DTC. DTC will act as securities depository for the Bonds. The Bonds will be issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered security certificate will be issued for each maturity of the Bonds in the aggregate principal amount thereof and will be deposited with DTC. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of "AA+". The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc,com and www.dtc.M. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transactions, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owners entered into the transaction. Transfers of ownership interest in the Bonds are to be accomplished by entries made on the books of Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Bonds, except in the event that use of the book -entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participant to whose account such Bonds are credited, which may or may not be the Beneficial Owners. The Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In 10 the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds unless authorized by a Direct Participant in accordance with DTC's procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Payments on the Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts, upon DTC's receipt of funds and corresponding detail information from the City or the Paying Agent/Registrar on payable dates in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as in the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Paying Agent/Registrar or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment to DTC is the responsibility of the City, disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the City and the Paying Agent/Registrar. Under such circumstances, in the event that a successor securities depository is not obtained, Bond certificates are required to be printed and delivered. The City may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, Bonds will be printed and delivered. Use of Certain Terms in Other Sections of this Official Statement. In reading this Official Statement it should be understood that while the Bonds are in the Book -Entry -Only System, references in other sections of this Official Statement to registered owners should be read to include the person for which the Participant acquires an interest in the Bonds, but (i) all rights of ownership must be exercised through DTC and the Book -Entry -Only System, and (ii) except as described above, notices that are to be given to registered owners under the Bond Ordinance will be given only to DTC. Information concerning DTC and the Book -Entry -Only System has been obtained from DTC and is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by the City, the Financial Advisor or the Initial Purchasers. EFFECT OF TERMINATION OF BooK-ENTRY-ONLY SYSTEM .... In the event that the Book -Entry -Only System is discontinued by DTC or the use of the Book -Entry -Only System is discontinued by the City, printed Bonds will be issued to the holders and the Bonds will be subject to transfer, exchange and registration provisions as set forth in the Bond Ordinance and summarized under "The Bonds - Transfer, Exchange and Registration" below. PAYING AGENT/REGISTRAR ... The initial Paying Agent/Registrar for the Bonds is The Bank of New York Mellon Trust Company, N.A., Dallas, Texas. In the Bond Ordinance the City retains the right to replace the Paying Agent/Registrar. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Bonds are duly paid and any successor Paying Agent/Registrar shall be a commercial bank or trust company organized under the laws of the State of Texas or other entity duly qualified and legally authorized to serve as and perform the duties and services of Paying Agent/Registrar for the Bonds. Upon any change in the Paying Agent/Registrar for the Bonds, the City agrees to promptly cause a written notice thereof to be sent to each registered owner of the Bonds by United States mail, first class, postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. In the event the use of the Book -Entry -Only system is discontinued, principal of the Bonds is payable to the registered holder appearing on the registration books of the Paying Agent/Registrar (the "Registered Owner") at the designated corporate trust office of the Paying Agent/Registrar upon surrender of the Bonds for payment; provided, however, that so long as Cede & Co. (or other DTC nominee) is the registered owner of the Bonds, all payments will be made as described under "The Bonds - Book - Entry -Only System" herein. Interest on the Bonds is payable to the Register Owners appearing on the registration books of the Paying Agent/Registrar at the close of business on the Record Date (identified below) and such interest shall be paid by the Paying Agent/Registrar by check mailed, first class postage prepaid, to the Register Owner or by such other arrangement, acceptable to the Paying Agent/Registrar, requested by and at the risk and expense of the Registered Owner. If the date for the payment of the principal of or interest on the Bonds shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the city where the designated corporate office of the Paying Agent/Registrar is located is authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. 11 TRANSFER, EXCHANGE AND REGISTRATION ... In the event the Book -Entry -Only System should be discontinued, printed Bonds will be delivered to the Registered Owners and thereafter the Bonds may be transferred and exchanged on the registration books of the Paying Agent/Registrar only upon presentation and surrender of such printed Bonds to the Paying Agent/Registrar and such transfer or exchange shall be without expense or service charge to the Registered Owner, except for any tax or other governmental charges required to be paid with respect to such registration, exchange and transfer. Bonds may be assigned by the execution of an assignment form on the Bonds or by other instrument of transfer and assignment acceptable to the Paying Agent/Registrar. New Bonds will be delivered by the Paying Agent/Registrar, in lieu of the Bonds being transferred or exchanged, at the designated office of the Paying Agent/Registrar, or sent by United States mail, first class, postage prepaid, to the new Registered Owner or his designee. To the extent possible, new Bonds issued in an exchange or transfer of Bonds will be delivered to the Registered Owner or assignee of the Registered Owner in not more than three business days after the receipt of the Bonds to be canceled, and the written instrument of transfer or request for exchange duly executed by the Registered Owner or his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. New Bonds registered and delivered in an exchange or transfer shall be in any integral multiple of $5,000 for any one maturity and for a like aggregate principal amount as the Bonds surrendered for exchange or transfer. See "The Bonds—Book-Entry-Only System" herein for a description of the system to be utilized initially in regard to ownership and transferability of the Bonds. Neither the City nor the Paying Agent/Registrar shall be required to transfer or exchange any Bond called for redemption, in whole or in part, within 45 days of the date fixed for redemption; provided, however, such limitation of transfer shall not be applicable to an exchange by the Registered Owner of the uncalled balance of a Bond. RECORD DATE FOR INTEREST PAYMENT ... The record date ("Record Date") for the interest payable on the Bonds on any interest payment date means the close of business on the last business day of the month next preceding such interest payment date. In the event of a non-payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest ("Special Payment Date", which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first class postage prepaid, to the address of each Registered Owner of a Bond appearing on the registration books of the Paying Agent/Registrar at the close of business on the last business day next preceding the date of mailing of such notice. AMENDMENTS ... In the Bond Ordinance, the City has reserved the right to amend the Bond Ordinance without the consent of any holder of the respective Bond for the purpose of amending or supplementing the Bond Ordinance to (i) cure any ambiguity, defect or omission therein that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of the Bond Ordinance that do not materially adversely affect the interests of the holders, (iv) qualify the Bond Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect or (v) make such other provisions in regard to matters or questions arising under the Bond Ordinance that are not inconsistent with the provisions thereof and which, in the opinion of Bond Counsel for the City, do not materially adversely affect the interests of the holders. The Bond Ordinance further provides that the holders of the Bonds aggregating in principal amount a majority of the outstanding Bonds shall have the right from time to time to approve any amendment not described above to the Bond Ordinance if it is deemed necessary or desirable by the City; provided, however, that without the consent of 100% of the holders in original principal amount of the then outstanding Bonds so affected, no amendment may be made for the purpose of. (i) making any change in the maturity of any of the outstanding Bonds; (ii) reducing the rate of interest borne by any of the outstanding Bonds; (iii) reducing the amount of the principal of, or redemption premium, if any, payable on any outstanding Bonds; (iv) modifying the terms of payment of principal or of interest or redemption premium on outstanding Bonds, or imposing any condition with respect to such payment; or (v) changing the minimum percentage of the principal amount of the Bonds necessary for consent to such amendment. Reference is made to the Bond Ordinance for further provisions relating to the amendment thereof. REMEDIES ... The Bond Ordinance establishes specific events of default with respect to the Bonds. If the City defaults in the payment of the principal of or interest on the Bonds when due or the City defaults in the observance or performance of any of the covenants, conditions, or obligations of the City, the failure to perform which materially, adversely affects the rights of the owners thereof, including but not limited to, their prospect or ability to be repaid in accordance with the Bond Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any owner to the City, the Bond Ordinance provides that any registered owner of a Bond is entitled to seek a writ of mandamus from a court of proper jurisdiction requiring the City to make such payment or observe and perform such covenants, obligations, or conditions. The issuance of a writ of mandamus may be sought if there is no other available remedy at law to compel performance of the Bonds or Bond Ordinance and the City's obligations are not uncertain or disputed. The remedy of mandamus is controlled by equitable principles, so rests with the discretion of the court, but may not be arbitrarily refused. There is no acceleration of maturity of the Bonds in the event of default and, consequently, the remedy of mandamus may have to be relied upon from year to year. The Bond Ordinance does not provide for the appointment of a trustee to represent the interest of the owners of the Bonds upon any failure of the City to perform in accordance with the terms of the Bond Ordinance, or upon any other condition and accordingly all legal actions to enforce such remedies would have to be undertaken at the initiative of, and be financed by, the Registered Owners. The Texas 12 Supreme Court has ruled in Tooke v. City of Mexia 197 S.W.3d 325 (Tex. 2006) that a waiver of sovereign immunity in a contractual dispute must be provided for by statute in "clear and unambiguous" language. Because it is unclear whether the Texas legislature has effectively waived the City's sovereign immunity from a suit for money damages, owners of Bonds may not be able to bring such a suit against the City for breach of the Bonds or Bond Ordinance covenants in the absence of City action. Chapter 1371, Texas Government Code ("Chapter 1371"), which pertains to the issuance of public securities by issuers such as the City, permits the City to waive sovereign immunity in the proceedings authorizing its debt, but in connection with the issuance of the Bonds, the City has not waived sovereign immunity. Even if a judgment against the City could be obtained, it could not be enforced by direct levy and execution against the City's property. Further, the Registered Owners cannot themselves foreclose on property within the City or sell property within the City to enforce the tax lien on taxable property to pay the principal of and interest on the Bonds. Furthermore, the City is eligible to seek relief from its creditors under Chapter 9 of the U.S. Bankruptcy Code ("Chapter 9"). Although Chapter 9 provides for the recognition of a security interest represented by a specifically pledged source of revenues, the pledge of ad valorem taxes in support of a general obligation of a bankrupt entity is not specifically recognized as a security interest under Chapter 9. Chapter 9 also includes an automatic stay provision that would prohibit, without Bankruptcy Court approval, the prosecution of any other legal action by creditors or Bondholders of an entity which has sought protection under Chapter 9. Therefore, should the City avail itself of Chapter 9 protection from creditors, the ability to enforce would be subject to the approval of the Bankruptcy Court (which could require that the action be heard in Bankruptcy Court instead of other federal or state court); and the Bankruptcy Code provides for broad discretionary powers of a Bankruptcy Court in administering any proceeding brought before it. The opinions of Bond Counsel will note that all opinions relative to the enforceability of the Bonds are qualified with respect to the customary rights of debtors relative to their creditors, by principles of governmental immunity, and by general principles of equity which permit the exercise of judicial discretion. Initially, the only Registered Owner of the Bonds will be Cede & Co., as DTC's nominee. See "The Bonds - Book -Entry -Only System" herein for a description of the duties of DTC with regard to ownership of the Bonds. 13 TAX INFORMATION An VALOREM TAx LAW ... The appraisal of property within the City is the responsibility of the Denton Central Appraisal District (the "Appraisal District"). Excluding agricultural and open -space land, which may be taxed on the basis of productive capacity, the Appraisal District is required under V.T.C.A., Title I, Tax Code, as amended (the "Property Tax Code") to appraise all property within the Appraisal District on the basis of 100% of its market value and is prohibited from applying any assessment ratios. In determining the market value of property, different methods of appraisal may be used, including the cost method of appraisal, the income method of appraisal and the market data comparison method of appraisal, and the method considered most appropriate by the chief appraiser is to be used. State law requires the appraised value of a residence homestead to be based solely on the property's value as a residence homestead, regardless of whether residential use is considered to be the highest and best use of the property. State law further limits the appraised value of a residence homestead for a tax year to an amount that would not exceed the lesser of (1) the market value of the property for the most recent tax year that the market value was determined by the appraisal office or (2) the sum of (a) 10% of the property's appraised value in the preceding tax year, plus (b) the property's appraised value in the preceding tax year, plus (c) the market value of all new improvements to the property. The value placed upon property within the Appraisal District is subject to review by an Appraisal Review Board, consisting of members appointed by the Board of Directors of the Appraisal District. The Appraisal District is required to review the value of property within the Appraisal District at least every three years. The City may require annual review at its own expense, and is entitled to challenge the determination of appraised value of property within the City by petition filed with the Appraisal Review Board. Reference is made to the Property Tax Code, for identification of property subject to taxation; property exempt or which may be exempted from taxation, if claimed; the appraisal of property for ad valorem taxation purposes; and the procedures and limitations applicable to the levy and collection of ad valorem taxes. Article VIII of the State Constitution ("Article VIII") and State law provide for certain exemptions from property taxes, the valuation of agricultural and open -space lands at productivity value, and the exemption of certain personal property from ad valorem taxation. Under Section 1-b, Article VIII, and State law, the governing body of a political subdivision, at its option, may grant an exemption of not less than $3,000 of the market value of the residence homestead of persons 65 years of age or older and the disabled from all ad valorem taxes thereafter levied by the political subdivision. Once authorized, such exemption may be repealed or decreased or increased in amount (i) by the governing body of the political subdivision or (ii) by a favorable vote of a majority of the qualified voters at an election called by the governing body of the political subdivision, which election must be called upon receipt of a petition signed by at least 20% of the number of qualified voters who voted in the preceding election of the political subdivision. In the case of a decrease, the amount of the exemption may not be reduced to less than $3,000 of the market value. The surviving spouse of an individual who qualifies for the foregoing exemption for the residence homestead of a person 65 or older (but not the disabled) is entitled to an exemption for the same property in an amount equal to that of the exemption for which the deceased spouse qualified if (i) the deceased spouse died in a year in which the deceased spouse qualified for the exemption, (ii) the surviving spouse was at least 55 years of age at the time of the death of the individual's spouse and (iii) the property was the residence homestead of the surviving spouse when the deceased spouse died and remains the residence homestead of the surviving spouse. In addition to any other exemptions provided by the Property Tax Code, the governing body of a political subdivision, at its option, may grant an exemption of up to 20% of the market value of residence homesteads, with a minimum exemption of $5,000. In the case of residence homestead exemptions granted under Section 1-b, Article VIII, ad valorem taxes may continue to be levied against the value of homesteads exempted where ad valorem taxes have previously been pledged for the payment of debt if cessation of the levy would impair the obligation of the contract by which the debt was created. Under Article VIII and State law, the governing body of a county, municipality or junior college district may provide for a freeze on total amount of ad valorem taxes levied on the residence homestead of a disabled person or persons 65 years of age or older above the amount of tax imposed in the year such residence qualified for such exemption. Also, upon receipt of a petition signed by five percent of the registered voters of the county, municipality or junior college district, an election must be held to determine by majority vote whether to establish such a limitation on taxes paid on residence homesteads of persons 65 years of age or who are disabled. Upon providing for such exemption, the total amount of taxes imposed on such homestead cannot be increased except for improvements (other than maintenance, repairs or improvements required to comply with governmental requirements) and such freeze is transferable to a different residence homestead. Also, a surviving spouse of a taxpayer who qualifies for the freeze on ad valorem taxes is entitled to the same exemption so long as the property was the residence homestead of the surviving spouse when the deceased spouse died and remains the residence homestead of the surviving spouse and the spouse was at least 55 years of age at the time of the death of the individual's spouse. Once established such freeze cannot be repealed or rescinded. 14 State law and Section 2, Article VIII, mandate an additional property tax exemption for disabled veterans or the surviving spouse or children of a deceased veteran who died while on active duty in the armed forces; the exemption applies to either real or personal property with the amount of assessed valuation exempted ranging from $5,000 to a maximum of $12,000, dependent upon the degree of disability or whether the exemption is applicable to a surviving spouse or children; provided, however, that beginning in the 2009 tax year, a disabled veteran who receives from the United States Department of Veterans Affairs or its successor 100 percent disability compensation due to a service -connected disability and a rating of 100 percent disabled or of individual unemployability is entitled to an exemption from taxation of the total appraised value of the veteran's residence homestead. In addition, effective January 1, 2012, and subject to certain conditions, surviving spouses of a deceased veteran who had received a disability rating of 100% will be entitled to receive a residential homestead exemption equal to the exemption received by the deceased spouse until such surviving spouse remarries. Article VIII provides that eligible owners of both agricultural land (Section 1-d) and open -space land (Section 1-d-1), including open -space land devoted to farm or ranch purposes or open -space land devoted to timber production, may elect to have such property appraised for property taxation on the basis of its productive capacity. The same land may not be qualified under both Section 1-d and 1-d-1. Nonbusiness personal property, such as automobiles or light trucks, are exempt from ad valorem taxation unless the governing body of a political subdivision elects to tax this property. Boats owned as nonbusiness property are exempt from ad valorem taxation. Article VIII, Section 1-j, provides for "freeport property" to be exempted from ad valorem taxation. Freeport property is defined as goods detained in Texas for 175 days or less for the purpose of assembly, storage, manufacturing, processing or fabrication. Notwithstanding such exemption, counties, school districts, junior college districts and cities may tax such tangible personal property provided official action to tax the same was taken before April 1, 1990. Decisions to continue to tax may be reversed in the future; decisions to exempt freeport property are not subject to reversal. Article VIII, Section 1-n of the Texas Constitution provides for the exemption from taxation of "goods -in -transit." "Goods -in - transit" is defined by Section 11.253 of the Property Tax Code, as personal property acquired or imported into Texas and transported to another location in the State or outside of the State within 175 days of the date the property was acquired or imported into Texas. The exemption excludes oil, natural gas, petroleum products, aircraft and special inventory, including motor vehicle, vessel and out -board motor, heavy equipment and manufactured housing inventory. Section 11.253 permits local governmental entities, on a local option basis, to take official action by January 1 of the year preceding a tax year, after holding a public hearing, to tax "goods -in -transit" during the following tax year. After taking such official action, the goods -in -transit remain subject to taxation by the local governmental entity until the governing body of the governmental entity rescinds or repeals its previous actions to tax goods -in -transit. A taxpayer may only receive either the freeport exemption or the "goods -in - transit" exemption for items of personal property. The City or Denton County may create one or more tax increment financing districts ("TIF") within the City or Denton County, as applicable, and freeze the taxable values of property in the TIF at the value at the time of its creation. Other overlapping taxing units levying taxes in the TIF may agree to contribute all or part of future ad valorem taxes levied and collected against the value of property in the TIF in excess of the "frozen values" to pay or finance the costs of certain public improvements in the TIF. Taxes levied by the City against the values of real property in the TIF in excess of the "frozen" value are not available for general city use but are restricted to paying or financing "project costs" within the TIF. The City also may enter into tax abatement agreements to encourage economic development. Under the agreements, a property owner agrees to construct certain improvements on its property. The City in turn agrees not to levy a tax on all or part of the increased value attributable to the improvements until the expiration of the agreement. The abatement agreement could last for a period of up to 10 years. The City has active reinvestment zones for tax abatements and tax increment financing zones for tax increment financing purposes. See "Tax Information - Tax Abatement Policy" and "- Tax Increment Financing" and "Table 1 - Valuation, Exemptions and General Obligation Debt". The City is also authorized, pursuant to Chapter 380, Texas Local Government Code, as amended ("Chapter 380"), to establish programs to promote state or local economic development and to stimulate business and commercial activity in the City. In accordance with a program established pursuant to Chapter 380, the City may make loans or grants of public funds for economic development purposes, however no obligations secured by ad valorem taxes may be issued for such purposes unless approved by voters of the City. The City has entered into several Chapter 380 Agreements. See "Tax Information - Chapter 380 Agreements". EFFECTIVE TAx RATE AND ROLLBACK TAx RATE ... Under the current Property Tax Code a governing body of a taxing unit is required to adopt its annual tax rate per $100 taxable value for the unit before the later of September 30 or the 60th day after the date the certified appraisal roll is received by the taxing unit, and a failure to adopt a tax rate by such required date will result in the tax rate for the taxing unit for the tax year to be the lower of the effective tax rate calculated for that tax year or the tax rate adopted by the taxing unit for the preceding tax year. By each September 1 or as soon thereafter as practicable, the City Council adopts a tax rate per $100 taxable value for the current year. The tax rate consists of two components: (1) a rate for funding of maintenance and operation expenditures, and (2) a rate for debt service. 15 Under the Property Tax Code, the City must annually calculate and publicize its "effective tax rate" and "rollback tax rate". The City Council may not adopt a tax rate that exceeds the lower of the effective tax rate or the rollback tax rate until it has held two public hearings on the proposed increase following notice to the taxpayers and otherwise complied with the Property Tax Code. If the adopted tax rate exceeds the rollback tax rate the qualified voters of the City by petition may require that an election be held to determine whether or not to reduce the tax rate adopted for the current year to the rollback tax rate. "Effective tax rate" means the rate that will produce last year's total tax levy (adjusted) from this year's total taxable values (adjusted). "Adjusted" means lost values are not included in the calculation of last year's taxes and new values are not included in this year's taxable values. "Rollback tax rate" means the rate that will produce last year's maintenance and operation tax levy (adjusted) from this year's values (adjusted) multiplied by 1.08 plus a rate that will produce this year's debt service from this year's values (unadjusted) divided by the anticipated tax collection rate. The Property Tax Code provides that certain cities and counties in the State may submit a proposition to the voters to authorize an additional one-half cent sales tax on retail sales of taxable items. If the additional tax is levied, the effective tax rate and the rollback tax rate calculations are required to be offset by the revenue that will be generated by the sales tax in the current year. Reference is made to the Property Tax Code for definitive requirements for the levy and collection of ad valorem taxes and the calculation of the various defined tax rates. PROPERTY ASSESSMENT AND TAX PAYMENT ... Property within the City is generally assessed as of January I of each year. Business inventory may, at the option of the taxpayer, be assessed as of September 1. Oil and gas reserves are assessed on the basis of a valuation process that uses pricing information contained in the most recently published Early Release Overview of the Annual Energy Outlook published by the United States Energy Information Administration, as well as appraisal formulas developed by the State Comptroller of Public Accounts. Taxes become due October 1 of the same year, and become delinquent on February 1 of the following year. Taxpayers 65 years old or older are permitted by State law to pay taxes on homesteads in four installments with the first due on February 1 of each year and the final installment due on August 1. PENALTIES AND INTEREST ... Charges for penalty and interest on the unpaid balance of delinquent taxes are made as follows: After July, the penalty remains at 12%, and interest accrues at a rate of one percent (1%) for each month or portion of a month the tax remains unpaid. A delinquent tax continues to incur the penalty interest as long as the tax remains unpaid, regardless of whether a judgment for the delinquent tax has been rendered. The purpose of imposing such interest is to compensate the taxing unit for revenue lost because of the delinquency. In addition, if an account is delinquent in July, an attorney's collection fee of up to 20% may be added to the total tax penalty and interest charge. Under certain circumstances, taxes which become delinquent on the homestead of a taxpayer 65 years old or older incur a penalty of 8% per annum with no additional penalties or interest assessed. In general, property subject to the City's lien may be sold, in whole or in parcels, pursuant to court order to collect the amounts due. Federal law does not allow for the collection of penalty and interest against an estate in bankruptcy. Federal bankruptcy law provides that an automatic stay of action by creditors and other entities, including governmental units, goes into effect with the filing of any petition in bankruptcy. The automatic stay prevents governmental units from foreclosing on property and prevents liens for post-petition taxes from attaching to property and obtaining secured creditor status unless, in either case, an order lifting the stay is obtained from the bankruptcy court. In many cases post-petition taxes are paid as an administrative expense of the estate in bankruptcy or by order of the bankruptcy court. CITY APPLICATION OF TAX CODE ... The City grants an exemption to the market value of the residence homestead of persons 65 years of age or older of $50,000. Disabled taxpayers also receive a $10,000 exemption. The City grants an additional one-half of one percent, or a minimum of $5,000 exemption of the market value of residence homesteads. 16 Cumulative Cumulative Month Penalty Interest Total February 6% 1% 7% March 7 2 9 April 8 3 11 May 9 4 13 June 10 5 15 July 12 6 18 After July, the penalty remains at 12%, and interest accrues at a rate of one percent (1%) for each month or portion of a month the tax remains unpaid. A delinquent tax continues to incur the penalty interest as long as the tax remains unpaid, regardless of whether a judgment for the delinquent tax has been rendered. The purpose of imposing such interest is to compensate the taxing unit for revenue lost because of the delinquency. In addition, if an account is delinquent in July, an attorney's collection fee of up to 20% may be added to the total tax penalty and interest charge. Under certain circumstances, taxes which become delinquent on the homestead of a taxpayer 65 years old or older incur a penalty of 8% per annum with no additional penalties or interest assessed. In general, property subject to the City's lien may be sold, in whole or in parcels, pursuant to court order to collect the amounts due. Federal law does not allow for the collection of penalty and interest against an estate in bankruptcy. Federal bankruptcy law provides that an automatic stay of action by creditors and other entities, including governmental units, goes into effect with the filing of any petition in bankruptcy. The automatic stay prevents governmental units from foreclosing on property and prevents liens for post-petition taxes from attaching to property and obtaining secured creditor status unless, in either case, an order lifting the stay is obtained from the bankruptcy court. In many cases post-petition taxes are paid as an administrative expense of the estate in bankruptcy or by order of the bankruptcy court. CITY APPLICATION OF TAX CODE ... The City grants an exemption to the market value of the residence homestead of persons 65 years of age or older of $50,000. Disabled taxpayers also receive a $10,000 exemption. The City grants an additional one-half of one percent, or a minimum of $5,000 exemption of the market value of residence homesteads. 16 See Table 1 for a listing of the amounts of the exemptions described above. Ad valorem taxes are not levied by the City against the exempt value of residence homesteads for the payment of debt The City does not tax nonbusiness personal property. Denton County began collecting taxes for the City during the fiscal year 2006-07. The City does not allow split payments, and discounts are not allowed. The City does not tax freeport property. The City collects the additional one-half cent sales tax for reduction of ad valorem taxes The City does tax "goods -in -transit". The City has not adopted the tax freeze for citizens who are disabled or are 65 years of age or older. The City has adopted a tax abatement policy. The City participates in two tax increment reinvestment zones, which were created in 2010 and 2012 TAX INCREMENT FINANCING ... The City created Tax Increment Reinvestment Zone Number One (known as the Downtown TIF) in 2010. The TIF will expire in 2039 and reflects only the City's participation of: 100% for years 1-5; 95% for years 6-10; 90% for years 11-20; and 85% for years 21-30. According to Denton Central Appraisal District (DCAD) supplemental figures, the 2015 total appraised valuation of taxable real property in TIRZ Number One was $127.2 million. This represents a $10.4 million increase from the 2014 supplemental value of $116.8 million. Since its inception, the value of the TIRZ has increased an estimated $47.8 million, which represents a 60.3% increase in valuation. The City created Tax Increment Reinvestment Zone Number Two (known as the Westpark TIRZ) in 2012 to provide the public infrastructure necessary to encourage development in the largest industrially zoned area (Westpark) in the City. The 2012 certified base value of Westpark TIRZ, according to the Denton Central Appraisal District, is $119,458. The estimated revenue to be generated by the TIRZ is approximately $14.3 million over a 25 year period for infrastructure improvements. The City will contribute $10.1 million and Denton County will contribute $4.2 million into the Westpark TIRZ fund. According to DCAD supplemental figures, the 2015 total appraised valuation of taxable real property in TIRZ Number Two was $120,538. This is a $1,080 increase from the 2012 base value of 119,458. The City created Public Improvement District Rayzor Ranch No. 1 (the "District") in 2014 for the undertaking and financing of public improvements authorized by Chapter 372 of the Texas Local Government Code. The project is located on the City's northern sector, east of Interstate 35, and encompasses approximately 229.693 contiguous acres. The estimated cost of the proposed public improvements total $40 million, which may be paid for with special assessments levied on property within the District. The authorized improvement costs will be apportioned 100% to the District. The method of assessment will impose equal shares of the cost of the proposed public improvements on parcels that are similarly benefited. No City property will be assessed, and the City will not be obligated to pay any assessments. PUBLIC IMPROVEMENT DISTRICTS ... The City created Rayzor Ranch Public Improvement District No. 1 (the "District") in 2014 for the undertaking and financing of public improvements authorized by Chapter 372 of the Texas Local Government Code. The project is located on the City's northern sector, east of Interstate 35, and encompasses approximately 229.693 contiguous acres. The estimated cost of the proposed public improvements total $40 million, which may be paid for with special assessments levied on property within the District. The authorized improvement costs will be apportioned 100% to the District. The method of assessment will impose equal shares of the cost of the proposed public improvements on parcels that are similarly benefited. No City property will be assessed, and the City will not be obligated to pay any assessments. TAX ABATEMENT POLICY ... The City has adopted a tax abatement policy. In 1990, the City council adopted a resolution setting guidelines and criteria for granting abatements in reinvestment zones created within the City. These guidelines specifically note that incentives are limited to companies which create new wealth and do not adversely affect existing businesses operating within the City. The City Council approved the following tax abatement agreements: • In 2007, a 100% tax abatement for a term of up to seven years was granted to Aldi Foods for their 500,000 square foot $52 million distribution center. The abatement amount is based on the cost incurred by Aldi to construct a road to their site. The project was completed in 2009 and the agreement will terminate in 2016. The 2016 values have not been released yet and they are paid in the Spring of 2017. 17 • In 2010, a 65% tax abatement agreement for a term of five years was granted to Target Corporation for its 400,000 square foot frozen and refrigerated food distribution center. Target opened in March 2013 and employs 115 to 150 area residents. • In 2011, a 40% tax abatement agreement for a term of five years was granted to Peerless Manufacturing for its 80,000 square foot, $16 million manufacturing facility. Peerless is an existing Denton business that consolidated other manufacturing operations to Denton. They completed construction of an 80,000 square foot manufacturing facility in October 2013. CECO Environmental purchased Peerless in late 2015. CECO leases all of its global manufacturing facilities, preferring 5 -7 -year leases to facility ownership and keeping its equity active in the production process. Consistent with its structure, CECO completed the sale of its Denton Peerless facility in AIC in June 2016. The Tax Abatement with Peerless Manufacturing will be terminated in 2016. • In 2013, a 65% tax abatement agreement for a term of four years was granted to Tetra Pak Materials LP for expanding their facility and relocating their corporate headquarter operations from Chicago to Denton. The company manufactures, processes, packages and distributes liquid foods all over the globe. The current facility comprises approximately 220,000 square feet. The increase in real and business personal property valuation of the proposed project expansion is estimated at $10.7 million. Tetra Pak Materials expects to create a total of thirty new jobs with this expansion. The company received their Certificate of Occupancy in February of 2015. • In 2015, a 70% tax abatement for a term of eight years was granted to Peterbilt Motors for a 17,500 square foot expansion of their current facility to improve material flow from trucks into the expanded metering center. Peterbilt's growth in 2014 has resulted in a 20% increase in employment and a 32% increase in production levels. These increases have also been the driving force behind similar growth of other businesses in Denton that support Peterbilt. This project received their Certificate of Occupancy for the expansion in February of 2016. The final phase of this project includes a storage and retrieval system for painted parts to help balance the product flow from paint to cab trim. This project is scheduled for completion in October 2016. In 2016, the Agreement was amended to add the construction and equipping of a 102,000 square -foot stand-alone building north of the existing plant. This $30 million dollar investment will provide space in the current building for a new cab product and would improve operational efficiencies. CHAPTER 380 AGREEMENTS ... The City has also entered into several Chapter 380 agreements. Each agreement is based on the project's contribution in either sales or property tax revenue. The City Council has approved the following Chapter 380 agreements: • In 2001, an agreement was approved for the 450,000 square foot, $50 million Denton Crossing retail center. The grantee receives one-third of the City sales tax generated by the project for a maximum of fifteen years as reimbursement for public improvement costs related to the project. The project was completed and the Chapter 380 Grant was initiated in 2005. The agreement will terminate in the spring of 2020. • In 2004, an agreement was approved for Teasley Partners for an urban style mixed-use development. The grantee may receive one-third of the City sales tax generated by the project for a maximum of fifteen years as reimbursement for public improvement costs related to the project. The project has not been completed. Although a new hotel and some residential units have been completed, no qualifying retail has been constructed. • In 2004, an agreement was approved for Unicorn Lake, an urban style mixed-use development. The grantee receive one-third of the City sales tax generated by the project for a maximum of fifteen years as reimbursement for public improvement costs related to the project. BJs Restaurant, Blue Ginger Japanese Bistro, Rising Sun Cafe and Bone Daddy's represent some of the businesses that have recently located in the development. Urban Square Apartments completed construction last fall and features 205 units. The agreement will terminate in 2024. • In 2007, an agreement was approved for Allegiance Hillview for the Rayzor Ranch mixed-use development. The 410 acre project will have over one million square feet of retail and will be built in two phases. The agreement provides a sales tax reimbursement of 50% of the City sales taxes generated by the project for public improvement costs, which include the widening of a state highway that bisects the project. The grantee will receive a maximum of $20 million over a 15 year term for phase one and a maximum of $48 million over a term of 20 years for phase two. Rayzor Ranch Marketplace completed over 582,000 square feet of retail and commercial space. Some of the new stores in the development include: Academy Sports and Outdoors, Salons by JC, Colorful Hearing, Kohl's, Ross Dress for Less, Guitar Center and Taco Cabana. Construction is underway for the Rayzor Ranch Town Center located on the south side of the development. Heritage Trail Boulevard will be constructed to allow access to the next phases. Chili's and Raising Cane opened this year. WinCo. In -N -Out Burger and a Convention Center are planned for the Town Center. An additional 15% sales tax rebate on the Rayzor Ranch Town Center and Marketplace have been added to offset the planned convention center until $5 million is reached. • In 2010, an agreement was approved for Grand Mesa, contractor for Schlumberger, equal to 50% of new property tax revenue generated for their 150,000 square foot regional maintenance facility. The agreement was assigned to Schlumberger Technology Corporation in 2012. Agreement thresholds require maintaining $5 million in real property improvements and business personal property valuation and the creation of 80 jobs with average wage of $45,000. The term of the agreement is seven years and will terminate in 2017. • In 2011, an agreement was approved for a major renovation of the Golden Triangle Mall. A threshold of a minimum $45 million must be invested into the property for the new owners to receive a 50% share of the sales tax resulting from 18 the renovations. The agreement allows Golden Triangle Mall until October 1, 2014 to reach their investment threshold. The term of the agreement will terminate in 20 years. Exterior entrance updates, a new food court, pylon signs and wayfinding have been constructed as part of the second phase of the redevelopment. The Golden Triangle Mall J.C. Penney was one of the sites selected to include a Sephora and the Disney Store within the department store. Two restaurant pad sites for Pollo Tropical and Corner Bakery have also recently opened at the mall. An international retailer, H and M, and Francesca's opened in 2015. In 2012, an agreement was approved for Mayday Manufacturing/Tailwind Technologies. The company manufactures precision bushings, sleeves, pins, and other machine parts used in the aerospace industry. Mayday subsidiary, High Tech Metal Refinishing is collocated with Mayday and provides metal finishing processes for Mayday products and for additional customers. The company purchased an 80,000 square foot facility in 2012 and completed the 15,000 square foot expansion of the facility at the close of 2013. The company received a 75%, ten-year tax rebate on increased valuation of at least $3 million over the base value. In 2015, an agreement was granted to Westgate Business Park (WGBP). The industrial development received a minimum of 60% with an additional 5% for a national headquarters and/or ten percent for support of major employers not to exceed 75% of City ad valorem taxes attributable to Improvements for a period of ten years. WGBP includes three multi -tenant buildings totaling 413,000 square feet of new industrial/manufacturing space in Denton. In 2015, a grant agreement was awarded to Business Air. The grant is equal to 70% of the increase in property tax revenues on the improvements to the building and new business personal property up to a maximum of $9,500,000 in increased valuation for a period of two years. The company may extend the length of this grant by attracting additional investment in the form business aircraft based at its facilities at the airport by specified date and investment level thresholds. In addition to a grant extension, Business Air would receive five percent of the increase in taxable valuation attributable to these new business aircraft for the duration of the grant extension. Business Air is a full service FBO and certified FAR 135 Air Carrier providing fuel, hangar, charter, and aircraft management services to corporate and private clients at the Denton Enterprise Airport. The company is expanding with plans to build a new 24,000 square foot hangar with an additional 4,000 square feet of office space. The hangar space should allow the addition of 10 corporate aircraft with values ranging from $1.5 to $10 million per aircraft. In addition to the hangar, Business Air will be purchasing a corporate aircraft to be based at the airport for the exclusive use of providing air taxi service to the area. In 2015, an agreement was approved for Victor Technologies, a global manufacturer of gas control and specialty welding solutions. The original San Francisco manufacturing operations were relocated to their new headquarters in Denton in the mid-1960s. Victor Technologies is planning to expand their existing facility. Improvements to the existing operation will create approximately 30,000 square feet of Research and Development space. A new 185,400 square foot warehouse and remodeled parking would complete the renovations. The current operation employs 414 full time employees. Victor has a distribution center in the metroplex that employs about 100 people that will be transferred to the new facility in Denton. Over the next three years, Victor will create an additional 100 new jobs. Victor Technologies received an incentive equal to 65% of the increase in the City's ad valorem taxes for seven years while maintaining a minimum of 85 percent of new jobs created with an average wage of 28.81 per hour. In 2015, an incentive was awarded to WinCo for an 800,000+/- square foot distribution facility that will be situated on approximately 77 acres in the Westpark Tax Increment Reinvestment Zone (TIRZ) Number Two. The project would include approximately $130 million in capital investment and would create 165 jobs with an annual payroll of around $7.2 million. The Agreement accomplishes two objectives: (1) full reimbursement of the cost of Phase 1 improvements using a combination of funding mechanisms; and (2) after full reimbursement, an economic development incentive of 60% of the City's ad valorem tax revenue for a period of four years following full reimbursement of Phase 1 improvements. It is anticipated that full reimbursement will occur in approximately four years and will be an approximately $6.5 million. The first year after full reimbursement, the second term of the grant agreement shall commence, and will include the following: a 60% rebate of the City's ad valorem revenue for a period of four years, for an estimated total incentive of $1.7 million. In 2015, an agreement was granted to the Railyard downtown project that is located in the TIRZ Number One, Downtown Implementation Plan (DTIP) and Transit Oriented Development (TOD) area. The project involves a Commercial Lease Agreement with the Developer (Rail Yard Partners, LTD), a Chapter 380 Agreement including revenue from the Tax Increment Reinvestment Zone One (Downtown TIRZ) with the developer. A separate Agreement with the Dallas Entrepreneur Center (DEC) is also planned. Rail Yard Partners, LTD. is renovating an existing 28,000 square foot building as a part of a larger transit -oriented catalyst project. They will invest an initial $12 million in the co -working and mixed-use space. The City will lease 9,216 square feet for a collaborative working space. The DEC, which has similar entrepreneur resource centers in Addison and North Dallas, would offer memberships, technical assistance, mentorship and program events to help foster local business growth in Denton. The Agreement involves an annual grant in the amount of $76,000 for five years, for a total incentive of $380,000. The Commercial Lease Agreement is a five year lease at $9.75 per square foot for year one, with an approximate 3.7% increase in the cost annually thereafter, in addition to operating expenses including the City's pro rata share of real estate taxes, insurance, common area maintenance, and operating expenses. In 2016 an incentive was awarded to Buc-ee's Travel Center that will include an approximately 53,000 square foot retail store, fuel stations, car wash and peripheral development along I -35E. The incentive reimburses the developer 19 for public infrastructure improvements and other neighborhood/public amenities. The proposed development has resulted in the Texas Department of Transportation (TxDOT) advancing several mobility improvements to the intersections of Loop 288/Lillian Miller and I -35E, Mayhill Road and I -35E, and Brinker Road and I -35E. These improvements will enhance mobility and address traffic congestion and will be completed in the spring of 2018. In order to facilitate these improvements, TxDOT requires a local funding match of $2 million. The developer will fund the $2 million, to be reimbursed as a part of the incentive agreement. Additionally, the developer will incur approximately $5.2 million in public infrastructure costs, including water, wastewater, storm sewer, right-of-way dedication, and constructing a new city street. The City has granted an incentive of 50% sales tax rebate for 25 years, on the Buc-ee's parcel as well as the outparcels. The first phase consists of 50% for 5 years for infrastructure improvements. The second phase grants a 50% sales tax rebate for the Buc-ee's travel center, retail and sit down restaurants; and 25% on remaining fast food and service. In 2015 an incentive was awarded to O'Reilly Hotel Partners Denton's (OHPD) for a convention center and hotel. Development plans include the construction of a 285-318 room Embassy Suites Hotel, an approximately 70,000 square foot convention center, and a Houlihan's restaurant. The anticipated convention center meeting space is approximately 37,850 square feet and would accommodate conventions with up to 650 participants with a Grand Banquet room that will hold up to 1,750 people for banquet -style events. The hotel and convention center would be managed by O'Reilly Hospitality Management (OHM). The convention center and hotel will be located in the Rayzor Ranch Town Center. As a major anchor for the Town Center, the convention center and hotel can capitalize on the synergy associated with the planned shopping, entertainment, and restaurants located nearby. The plat for the development has been approved, infrastructure work has begun and the facility is scheduled to open in the November of 2017. The agreement includes a 100% rebate of the ad valorem tax, hotel occupancy tax, and sales tax generated by the project. The term is for a maximum of 25 years or until the combined principal amount of $28 million and interest payment of $26 million, for a total aggregate amount of $54 million, is reached, whichever comes first. The incentive also includes 100% of the construction sales and use tax up to $850,000, at which time the grant will be reduced to 50%. ANNEXATION PLANS ... The City has extended for four (4) years those Non -Annexation Agreements ("NAAs") associated with the City's 2010 annexation proceedings. Only two parcels representing approximately 700 acres will continue to be eligible to receive NAAs pursuant to Texas law. The City Council will again consider this matter in the spring of 2020. 20 TABLE 1 - VALUATION, EXEMPTIONS AND GENERAL OBLIGATION DEBT 2015/16 Market Valuation Established by Denton Central Appraisal District Less Exemptions/Reductions at 100% Market Value: Residence Homestead Exemptions Over 65 Exemptions Disabled Persons Exemptions Disabled Veterans Exemptions Agricultural Land Use Productivity Historical/Other Exemptions Freeport Exemptions Abatement Exemptions Police Patrol Vehicle Exemptions Pollution Exemptions Homestead Cap Adjustment $ 9,582,410,010 $ 86,502,404 309,426,822 2,476,992 37,973,924 291,684,109 4,513,425 197,874,727 132,915,875 151,491 19,439,793 36,303,688 1,119,263,250 2015/16 Taxable Assessed Valuation (as of 7-19-15) $ 8,463,146,760 2015/16 Incremental Taxable Assessed Value of Real Property within Reinvestment Zones (39,084,154) 2015/16 Net Taxable Assessed Valuation available for General Obligations and Debt of City (as of 7-19-15) $ 8,424,062,606 Certified 2016/17 Taxable Assessed Valuation City Funded Debt Payable from Ad Valorem Taxes General Obligation Bonds (as of 7-1-16) Certificates of Obligation (as of 7-1-16) Tax and Utility System Revenue Debt (as of 7-1-16) The Bonds Funded Debt Payable from Ad Valorem Taxes Less Self -Supporting General Obligation Debt (2) Solid Waste System General Obligation Debt Airport General Obligation Debt Utility System General Obligation Debt Net Tax Supported Debt Payable from Ad Valorem Taxes Interest and Sinking Fund as of 7-1-16 (estimated) Ratio Total Funded Debt to Net Taxable Assessed Valuation ........................................ 8.33% Ratio Net Funded Debt to Net Taxable Assessed Valuation .......................................... 1.71% 2016 Estimated Population - 122,759 Per Capita Net Taxable Assessed Valuation - $68,623 Per Capita Total Funded Debt - $5,716 Per Capita Net Funded Debt - $1,173 (1) Preliminary, subject to change. (2) As a matter of policy, the City pays debt service on its general obligation debt issued to fund improvements to its Utility System and Solid Waste System from surplus revenues of these Systems (see "Table 7 — General Obligation Debt Service Requirements" and "Table 9 — Computation of Self -Supporting Debt"). This policy is subject to change in the future. The City's Utility System is comprised of the City's entire existing electric, light and power system and the waterworks and sewer system. Drainage is managed under the waterworks and sewer system. The City's Utility System General Obligation Debt has been issued to finance or refinance Utility System improvements and contractual obligations and is paid, or is expected to be paid, from Utility System revenues. After this financing the City will have no outstanding Utility system Revenue Bonds. The City's Airport System General Obligation Debt has been issued to finance or refinance Airport System improvements and is paid, or is expected to be paid, from Airport System revenues. The City has no outstanding Airport System Revenue Bonds. The City's Solid Waste System General Obligation Debt has been issued to finance or refinance Solid Waste System improvements and is paid, or is expected to be paid, from Solid Waste System revenues. The City has no outstanding Solid Waste System Revenue Bonds. (3) Includes the Bonds. Preliminary, subject to change. 21 $ 9,172,250,493 $ 266,875,000 356,545,000 40,110,000 38,195,000 $ 701,725,000 $ 46,358,357 4,430,469 506,900,000 (3) 557,688,827 $ 144,036,173 $ 13,400,917 Ratio Total Funded Debt to Net Taxable Assessed Valuation ........................................ 8.33% Ratio Net Funded Debt to Net Taxable Assessed Valuation .......................................... 1.71% 2016 Estimated Population - 122,759 Per Capita Net Taxable Assessed Valuation - $68,623 Per Capita Total Funded Debt - $5,716 Per Capita Net Funded Debt - $1,173 (1) Preliminary, subject to change. (2) As a matter of policy, the City pays debt service on its general obligation debt issued to fund improvements to its Utility System and Solid Waste System from surplus revenues of these Systems (see "Table 7 — General Obligation Debt Service Requirements" and "Table 9 — Computation of Self -Supporting Debt"). This policy is subject to change in the future. The City's Utility System is comprised of the City's entire existing electric, light and power system and the waterworks and sewer system. Drainage is managed under the waterworks and sewer system. The City's Utility System General Obligation Debt has been issued to finance or refinance Utility System improvements and contractual obligations and is paid, or is expected to be paid, from Utility System revenues. After this financing the City will have no outstanding Utility system Revenue Bonds. The City's Airport System General Obligation Debt has been issued to finance or refinance Airport System improvements and is paid, or is expected to be paid, from Airport System revenues. The City has no outstanding Airport System Revenue Bonds. The City's Solid Waste System General Obligation Debt has been issued to finance or refinance Solid Waste System improvements and is paid, or is expected to be paid, from Solid Waste System revenues. The City has no outstanding Solid Waste System Revenue Bonds. (3) Includes the Bonds. Preliminary, subject to change. 21 TABLE 2 - TAXABLE ASSESSED VALUATIONS BY CATEGORY in (1) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. For the Fiscal Year ended 2016, the values were reported on July 19, 2015 based on information as of January 1, 2015. (2) Includes tax incremental value of approximately $39,084,154 that is not available for the City's general obligations and debt of City. (3) Includes tax incremental values of approximately $35,975,197 that is not available for the City's general obligations and debt of City. (4) Includes tax incremental value of approximately $16,931,096 that is not available for the City's general obligations and debt of City. (5) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (6) Includes tax incremental value of approximately $2,300,954 that is not available for the City's general obligations and debt of City. 22 Taxable Appraised Value for Fiscal Year Ended September 30, 2016 2015 2014 % of % of % of Category Amount Total Amount Total Amount Total Real, Residential, Single Family $4,455,409,227 46.50% $4,062,947,070 45.57% $3,720,193,268 46.72% Real, Residential, Multi -Family 1,242,659,794 12.97% 1,089,958,543 12.23% 924,229,117 11.61% Real, VacantLots/Tracts 200,531,094 2.09% 180,886,051 2.03% 150,027,306 1.88% Real, Acreage (Land Only) 299,567,590 3.13% 299,966,303 3.36% 274,941,322 3.45% Real, Farm and Ranch Improvements 111,308,374 1.16% 95,625,308 1.07% 80,481,975 1.01% Real, Commercial and Industrial 1,932,405,225 20.17% 1,829,135,437 20.52% 1,621,678,792 20.37% Real, Oil, Gas, and Other Mineral Reserves 127,737,402 1.33% 93,196,666 1.05% 78,106,929 0.98% Real and Tangible Personal, Utilities 64,179,367 0.67% 91,139,063 1.02% 91,097,444 1.14% Tangible Personal, Commercial and Industrial 1,075,139,088 11.22% 1,091,736,374 12.25% 943,996,533 11.86% Tangible Personal, Other 21,987,482 0.23% 21,761,614 0.24% 15,167,604 0.19% Real and Special Property, Inventory 51,485,367 0.54% 58,971,257 0.66% 62,732,470 0.79% Total Appraised Value Before Exemptions $9,582,410,010 100.00% $8,915,323,686 100.00% $7,962,652,760 100.00% Less: Total Exemptions/Reductions (1,119,263,250) (1,118,146,078) (983,428,486) Taxable Assessed Value $8,463,146,760 «� $7,797,177,608 (3> $6,979,224,274 (4> Taxable Appraised Value for Fiscal Year Ended September 30, 2013 2012 % of % of Category Amount Total Amount Total Real, Residential, Single Family $3,633,577,302 47.68% $3,610,010,439 49.78% Real, Residential, Multi -Family 816,319,292 10.71% 689,687,370 9.51% Real, VacantLots/Tracts 125,343,528 1.64% 140,758,151 1.94% Real, Acreage (Land Only) 338,412,791 4.44% 366,276,930 5.05% Real, Farm and Ranch Improvements 37,671,587 0.49% 37,791,667 0.52% Real, Commercial and Industrial 1,520,034,393 19.94% 1,449,703,794 19.99% Real, Oil, Gas, and Other Mineral Reserves 107,460,964 1.41% 86,195,936 1.19% Real and Tangible Personal, Utilities 90,748,500 1.19% 87,973,672 1.21% Tangible Personal, Commercial and Industrial 884,681,448 11.61% 714,263,695 9.85% Tangible Personal, Other 16,249,794 0.21% 14,868,334 0.21% Real Property, Inventory 50,894,577 0.67% 54,969,631 0.76% Total Appraised Value Before Exemptions $7,621,394,176 100.00% $7,252,499,619 100.00% Less: Total Exemptions/Reductions (904,682,808) (840,124,615) Taxable Assessed Value $6,716,711,368 ($> $6,412,375,004 (a> (1) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. For the Fiscal Year ended 2016, the values were reported on July 19, 2015 based on information as of January 1, 2015. (2) Includes tax incremental value of approximately $39,084,154 that is not available for the City's general obligations and debt of City. (3) Includes tax incremental values of approximately $35,975,197 that is not available for the City's general obligations and debt of City. (4) Includes tax incremental value of approximately $16,931,096 that is not available for the City's general obligations and debt of City. (5) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (6) Includes tax incremental value of approximately $2,300,954 that is not available for the City's general obligations and debt of City. 22 TABLE 3 - VALUATION AND GENERAL OBLIGATION DEBT HISTORY (1) Source: City Officials. (2) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. Source: Denton Central Appraisal District as of July 19, 2015. (3) Includes tax incremental value of approximately $2,300,954 that is not available for the City's general obligations and debt of City. (4) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (5) Includes tax incremental value of approximately $16,931,096 that is not available for the City's general obligations and debt of City. (6) Includes tax incremental value of approximately $35,975,197 that is not available for the City's general obligations and debt of City. (7) Includes tax incremental value of approximately $39,084,154 that is not available for the City's general obligations and debt of City. (8) Excludes self -supported general obligation debt. (9) Projected. Excludes the Bonds. Preliminary, subject to change. TABLE 4 - TAX RATE, LEVY AND COLLECTION HISTORY Fiscal % of Total Taxable Taxable Assessed Net Ratio Net Net Fiscal Distribution 90,617,674 1.07% Taxable Tax Debt Tax Debt to Funded Tax Year 0.61% Taxable % Total Assessed Outstanding Net Taxable Debt Ended Estimated Assessed 2012 Valuation at End Assessed Per 9/30 Population (1) Valuation (2) 0.68975 Per Capita of Year (8) Valuation Capita 2012 115,662 $ 6,412,375,004 (3) $ 55,441 $ 113,939,700 1.78% $ 985 2013 117,397 6,716,711,368 (') 57,214 120,375,588 1.79% 1,025 2014 119,158 6,979,224,274 (5) 58,571 123,827,115 1.77% 1,039 2015 120,945 7,797,177,608 (6) 64,469 135,879,058 1.74% 1,123 2016 122,759 8,463,146,760 (7) 68,941 144,036,173 (9) 1.71% 1,173 (1) Source: City Officials. (2) Valuations shown are certified taxable assessed values reported by the Denton Central Appraisal District to the State Comptroller of Public Accounts. Certified values are subject to change throughout the year as contested values are resolved and the Appraisal District updates records. Source: Denton Central Appraisal District as of July 19, 2015. (3) Includes tax incremental value of approximately $2,300,954 that is not available for the City's general obligations and debt of City. (4) Includes tax incremental value of approximately $10,248,781 that is not available for the City's general obligations and debt of City. (5) Includes tax incremental value of approximately $16,931,096 that is not available for the City's general obligations and debt of City. (6) Includes tax incremental value of approximately $35,975,197 that is not available for the City's general obligations and debt of City. (7) Includes tax incremental value of approximately $39,084,154 that is not available for the City's general obligations and debt of City. (8) Excludes self -supported general obligation debt. (9) Projected. Excludes the Bonds. Preliminary, subject to change. TABLE 4 - TAX RATE, LEVY AND COLLECTION HISTORY Fiscal % of Total Taxable Taxable Assessed Assessed Valuation Year $97,146,347 Distribution 90,617,674 1.07% 57,185,000 Ended Tax General Interest and 0.61% % Current % Total 9/30 Rate Fund Sinking Fund Tax Levy (1) Collections Collections 2012 $ 0.68975 $ 0.47088 $ 0.21887 $ 44,845,997 99.14% 99.77% 2013 0.68975 0.47088 0.21887 46,963,325 99.31% 99.72% 2014 0.68975 0.47480 0.21495 48,414,673 99.32% 99.64% 2015 0.68975 0.48119 0.20856 53,829,793 99.39% 99.39% 2016 0.68975 0.47456 0.21519 58,374,555 98.99% (2) 98.99% (2) (1) Tax levy for the year 2016 is based on the adjusted certified value. Prior years represent adjusted values that include all supplements through September 30, 2015. Includes tax incremental reinvestment zone revenues. (2) Collections through July 1, 2016 (partial year). TABLE 5 - TEN LARGEST TAXPAYERS Name of Taxpayer Paccar Inc. Columbia Medical Center of Denton Inland Western Denton Crossing Ltd PS Cypress Denton Station LTD ACC OP LLC aka Denton Fry LLC Razor Ranch Market Place LP Timber Links Apts. LP Eagleridge Operating LLC HRA University Courtyard LLC SCI Gateway at Denton Fund 25 LLC Source: Denton Central Appraisal District. Nature of Properly Diesel Truck Manufacturing Hospital/Professional Building Real Estate Development Residential Multifamily Apartments Shopping Center Apartment Complexes Oil and Gas Exploration and Development Apartments Commercial Lots/Real, Industrial 23 2015/16 % of Total Taxable Taxable Assessed Assessed Valuation Valuation $97,146,347 1.15% 90,617,674 1.07% 57,185,000 0.68% 51,401,583 0.61% 51,300,000 0.61% 48,684,184 0.58% 44,500,000 0.53% 38,227,658 0.45% 33,660,000 0.40% 30,718,622 0.36% $ 543,441,068 6.42% GENERAL OBLIGATION DEBT LIMITATION ... No general obligation debt limitation is imposed on the City under current State law or the City's Home Rule Charter (see "The Obligations — Tax Rate Limitation" for a description of the limitations on ad valorem tax rates). TABLE 6 - ESTIMATED OVERLAPPING TAX DEBT Expenditures of the various taxing entities within the territory of the City are paid out of ad valorem taxes levied by such entities on properties within the City. Such entities are independent of the City and may incur borrowings to finance their expenditures. This statement of direct and estimated overlapping ad valorem tax debt ("Tax Debt") was developed from information contained in "Texas Municipal Reports" published by the Municipal Advisory Council of Texas. Except for the amounts relating to the City, the City has not independently verified the accuracy or completeness of such information, and no person should rely upon such information as being accurate or complete. Furthermore, certain entities listed may have issued additional Tax Debt since the date hereof, and such entities may have programs requiring the issuance of substantial amounts of additional Tax Debt, the amount of which cannot be determined. The following table reflects the estimated share of overlapping Tax Debt of the City. Total Direct and Overlapping Funded Debt Ratio of Direct and Overlapping Funded Debt to Taxable Assessed Valuation Per Capita Overlapping Funded Debt. City's Overlapping Funded Debt Asof6-1-16 2015/16 $144,036,173 $ 70,945,000 572,416,061 - Taxable 2015/16 Total Estimated 74,062 Assessed Tax Funded % Taxing Jurisdiction Value Rate Debt Applicable City of Denton $8,463,146,760 l $ 0.68975 $ 144,036,173 (') 100.00% Denton Independent School District 11,592,151,561 1.54000 879,287,344 65.10% Denton County 70,803,572,875 0.26200 634,275,000 12.76% Argyle Independent School District 1,197,201,339 1.57005 85,706,207 11.94% Aubrey Independent School District 664,061,926 1.51000 49,374,775 0.15% Krum Independent School District 700,509,620 1.54000 44,772,751 5.95% Pilot Point Independent School District 517,999,994 1.37000 18,370,000 0.15% Ponder Independent School District 683,607,121 1.38750 22,630,000 1.57% Sanger Independent School District 766,845,867 1.37207 22,296,783 0.41% Total Direct and Overlapping Funded Debt Ratio of Direct and Overlapping Funded Debt to Taxable Assessed Valuation Per Capita Overlapping Funded Debt. City's Overlapping Funded Debt Asof6-1-16 Authorized But Unissued Debt As Of 6-1-16 $144,036,173 $ 70,945,000 572,416,061 - 80,933,490 118,418,296 10,233,321 5,000,000 74,062 - 2,663,979 27,555 355,291 - 91,417 50,000 $ 810,831,349 9.58% $ 5,738.76 (1) Includes tax incremental value of approximately $39,084,154 that is not available for the City's general obligations and debt of City. (2) Excludes the Bonds and self-supporting debt. See Tables 1 and 9 herein for more detailed information on the City's general obligation self-supporting debt. Preliminary, subject to change. 24 DEBT INFORMATION 25 c N N 00 M O N 00 C7,O 0p a U v1--� O O M 00 O O O 00 N O\ 00 O V 00 N O M M 00 vl -7tDD O M O r - O N Vl O W ,--i l— N l— C't � M --� N 00 � Vl . . . . . . . . . M --� �O �O M � � O\ O\ l N Vl �O �O �O 00 00 �O M � +' O O M M �O ,--i N 00 M 'o O\ N M 'O �/1 N 00 N 00 U vU O v1 M v1 DD M O M C, DD 'o 00 C7, 00 r- '7t 00 r a W 0p N N r- NO O N --� � 00 M O M M M � 00 O\ O\ 17tfes" U 10 O\ O � M � N DD --� DD O M --i N N O N O DD --� O r m M M M m 00 --. --i 00 � � : - n M O N O �O 00 O � DD r- 00 O 00 --� --� O --� --� M M M M M' M 7O -i Q ! A W 0p V O N M r- O\ r- 00 M 00 N ,-� N O O\ M � 00 00 r - 00 DD M M r- zt 00 N V] 0 N Vl Vl O 00 �O M M N O �O 00 �O Vl 00 O Nm N ' ' ' ' ' ' ' ' ' ' ' l 4""i M M O\ Vl Vl O\ 00 't 't 't 't Vl Vl Vl N N M ,--i 00 'O 00 00 M --i O� 00 M O� O M O r- NM DD N N M O O M DD O DD 00 M �c O C:) 4� 7t O\ zt �c N N C7, N Z N r- -7t r- 00 r- �c Vl '7t M N N N N — — — — — ,--i — — w M M 00 00 N M �c �c '7t 00 '7t 'o 00 C7, 00 r- ' � O 0p N M O\ '7t '7t N M N 00 00 M O 00 M M_ O_ M M M �O 00 O\ O\ M �. 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O v1 N M --� O N M Vl Vl Vl Vl N Vl Vl 00 C\ Vl N Y M 00 M 00 l� l� 00 M O\ l� 00 00 O\ O\ O N Vl O\ Vl 00 Vl N 0\ lO N 00 O L7 v1 N l� N Vl N M N O N DD M O O\ 00 r- �c �c M M M N N N — ,--i — 00--� c�C ' Vp O V1 v1 O V1 v1 v1 O O O O O O O V1 v1 v1 O O V1 v1 v1 O O 00 O V Vl M � O\ N N V1 � V1 ,--i 00 -7t�O O\ 00 m M 00 C1 O\ 00 -7tN -7tV1 �O l� C1 O\ -7tM m 00 00 �O �O l— 00 M N l— M M M N M O Mi r- 00 00 00 O\ O\ 'o O a M vi V O DD O --� N M 'o r- 00 O\ C:) N M -I-'o r- 00 O\ C:) N M -I- V) Q W O O u O O O O O O O O O OO O O O O O O O O O O O O O O b4 W N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N N t a4 Y 25 TABLE 8 - INTEREST AND SINKING FUND BUDGET PROJECTION (r) Tax Supported Debt Service Requirements and Fiscal Charges, Fiscal Year Ending 9/30/2016 ................. $ 63,847,681 Interest and Sinking Fund Balance as of 9/30/15 ...................................... $ 4,791,880 Interest and Sinking Fund Tax Levy ................................................ 18,127,740 From Revenue Supported Sources .................................................. 45,669,941 Interest Income................................................................ 50.000 68.639.561 Estimated Balance, 9/30/16...................................................................... $ 4,791,880 (1) Source: City's Annual Budget for Fiscal Year 2015/16. TABLE 9 - COMPUTATION OF SELF-SUPPORTING DEBT Net Revenue from Solid Waste System, Fiscal Year Ended 9-30-15 ........................................ $11,178,237 (i) Less: Solid Waste System Revenue Bond Requirements, 2016 Fiscal Year ................................... - Balance Available for Other Purposes................................................................ $11,178,237 Solid Waste System General Obligation Bond Requirements, 2016 Fiscal Year ............................... 7,321,367 Balance....................................................................................... $ 3,856,870 Net Revenue from Airport System, Fiscal Year Ended 9-30-15 ............................................ $ 284,613 «� Less: Airport System Revenue Bond Requirements, 2016 Fiscal Year ...................................... - Balance Available for Other Purposes................................................................ $ 284,613 Airport System General Obligation Bond Requirements, 2016 Fiscal Year ................................... 475,790 Balance....................................................................................... $ (191,177)(3) Net Revenue from Utility System (Electric System and Waterworks and Sewer System), Fiscal Year Ended 9-30-15 .. $78,804,507 (L) Less: Utility System Revenue Bond Requirements, 2016 Fiscal Year ....................................... 12,761,456 Balance Available for Other Purposes................................................................ $66,043,051 Utility System General Obligation Bond Requirements, 2016 Fiscal Year .................................... 37,419,620 (4) Balance....................................................................................... $28,623,431 (1) Does not deduct franchise fees and/or return on investment paid to the General Fund. (2) Does not deduct franchise fees and cost of services paid to the General Fund. (3) The shortfall for the Airport System self-supporting debt will be paid from the excess balance in the Airport Fund's unrestricted net position, which as of 9/30/2015 was $3,789,464. (4) Includes a portion of the Bonds. Preliminary, subject to change. TABLE 10 - AUTHORIZED BUT UNISSUED GENERAL OBLIGATION BONDS ANTICIPATED ISSUANCE OF ADDITIONAL GENERAL OBLIGATION DEBT . . . As shown in Table 10 above, the City will has $70,945,000 voted but unissued debt remaining to be issued from the November 6, 2012 and November 4, 2014 authorization. The City may also issue tax -supported debt other than voter approved general obligation bonds to fund public improvements, such as certificates of obligation or tax anticipation notes, without submitting a measure to the voters, but in certain instances, subject to voter petition rights for a referendum. Further, the City may issue tax -supported debt other than voter approved general obligation bonds to refund bonds or other obligations not currently payable from or supported by ad valorem taxes, such as the City's Utility System revenue bonds. The City anticipates the issuance of approximately $30,645,000 in tax -supported debt in the second quarter of 2017. 26 Amount Date Amount Heretofore Unissued Purpose Authorized Authorized Issued Balance Street 11/6/2012 $ 20,400,000 $16,400,000 $ 4,000,000 Street 11/4/2014 61,710,000 13,340,000 48,370,000 Public Safety 11/4/2014 16,565,000 8,355,000 8,210,000 Drainage 11/4/2014 8,545,000 5,255,000 3,290,000 Parks 11/4/2014 11,355,000 4,280,000 7,075,000 $118,575,000 $ 47,630,000 $ 70,945,000 ANTICIPATED ISSUANCE OF ADDITIONAL GENERAL OBLIGATION DEBT . . . As shown in Table 10 above, the City will has $70,945,000 voted but unissued debt remaining to be issued from the November 6, 2012 and November 4, 2014 authorization. The City may also issue tax -supported debt other than voter approved general obligation bonds to fund public improvements, such as certificates of obligation or tax anticipation notes, without submitting a measure to the voters, but in certain instances, subject to voter petition rights for a referendum. Further, the City may issue tax -supported debt other than voter approved general obligation bonds to refund bonds or other obligations not currently payable from or supported by ad valorem taxes, such as the City's Utility System revenue bonds. The City anticipates the issuance of approximately $30,645,000 in tax -supported debt in the second quarter of 2017. 26 TABLE 11 - OTHER OBLIGATIONS The City has entered into capital lease agreements. The following is a schedule of future minimum lease payments under these capital leases and the present value of the net minimum lease payments as of September 30, 2015: Year Annual Ending Lease 30 -Sep Payment 2016 $ 861,780 2017 861,780 2018 456,564 Total Minimum Lease Payment $ 2,180,124 Less: Amount Representing Interest 100,898 Present Value of Minimum Future Lease Payments $ 2,079,226 PENSION FUND ... The City participates as one of 860 plans in the nontraditional, joint contributory, hybrid defined benefit pension plan administered by the Texas Municipal Retirement System ("TMRS"). TMRS is an agency created by the State of Texas and administered in accordance with the TMRS Act, Subtitle G, Title 8, Texas Government Code (the TMRS Act) as an agent multiple -employer retirement system for municipal employees in the State of Texas. The TMRS Act places the general administration and management of the TMRS with a six -member board of Trustees. Although the Governor, with the advice and consent of the Senate, appoints the Board, TMRS is not fiscally dependent on the State of Texas. TMRS's defined benefit pension plan is a tax -qualified plan under Section 401(a) of the Internal Revenue Code. TMRS issues a publicly -available comprehensive annual financial report (CAFR) obtainable at www.tmrs.com. All eligible employees of the city are required to participate in TMRS. Benefits Provided ... TMRS provides retirement, disability, and death benefits. Benefit provisions are adopted by the City Council of the City, within the options available in the state statutes governing TMRS. At retirement, the benefit is calculated as if the sum of the employee's contributions, with interest, and the City -financed monetary credits with interest were used to purchase an annuity. Members may choose to receive their retirement benefit in one of seven payments options. Members may also choose to receive a portion of their benefit as a Partial Lump Sum Distribution in an amount equal to 12, 24, or 36 monthly payments, which cannot exceed 75% of the member's deposits and interest. At the inception of the plan, the City granted monetary credits for service rendered before the plan began (or prior service credits) of a theoretical amount at least equal to two times what would have been contributed by the employee, with interest (3% annual), prior to establishment of the plan. Monetary credits for service since the plan began (or current service credits) are a percent (200%) of the employee's accumulated contributions. In addition, the City grants on annually repeating basis, another type of monetary credit referred to as an updated service credit. This monetary credit is determined by hypothetically recomputing the member's account balance by assuming the current member deposit rate of the City (7%) has always been in effect. The computation also assumes the member's salary has always been the member's average salary — using a salary calculation based on the 36 -month period ending a year before the effective date of calculation. This hypothetical account balance is increased by 3% each year, and increased by the City match currently in effect (200%). The resulting sum is then compared to the member's actual account balance increased by the actual City match and actual interest credited. If the hypothetical calculation exceeds the actual calculation, the member is granted a monetary credit (or Updated Service Credit) equal to the difference between the hypothetical calculation and the actual calculation times the percentage adopted. At retirement, the benefit is calculated as if the sum of the employee's accumulated contributions with interest and the City -financed monetary credits with interest were used to purchase an annuity. The plan provisions also include an annually repeating basis cost of living adjustments for retires equal to 70% of the change in the consumer price index. Members can retire at ages 60 and above with 5 or more years of service or with 20 years of service regardless of age. A member is vested after five years. At the December 31, 2015 valuation and measurement date, the following employees were covered by the benefit terms Inactive Employees or Beneficiaries Currently Receiving Benefits 498 Inactive Employees Entitled to But Not Yet Receiving Benefits 443 Active Employees 1,188 2,129 Contributions ... The contribution rates for employees in TMRS are either 5%, 6%, or 7% of employee gross earnings, and the city matching percentages are either 100%, 150%, or 200%, both as adopted by the City Council. Under the state law governing TMRS, the contribution rate for each city is determined annually by the actuary, using the Entry Age Normal (EAN) actuarial cost method. The actuarially determined rate is the estimated amount necessary to finance the cost of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. 27 Employees for the City were required to contribute 7% of their annual gross earnings during the fiscal year. The contribution rates for the City were 18.36% and 17.76% in calendar years 2014 and 2015, respectively. The City's contributions to TMRS for the year ended September 30, 2015 were $13,514,646 and were equal to the required contributions. Net Pension Liability ... The City's Net Pension Liability (NPL) was measured as of December 31, 2014, and the Total Pension Liability (TPL) used to calculate the NPL was determined by an actuarial valuation as of that date. Actuarial Assumptions ... The TPL in the December 31, 2014 actuarial valuation was determined using the following actuarial assumptions: Inflation 3.0% per year Overall payroll growth 3.0% per year Investment Rate of Return 7.0%, net of pension plan investment expense, including inflation A more detailed description of the actuarial assumption can be found in Appendix B, "Excerpts from the City's Comprehensive Annual Financial Report" - Note V.A., page 59. Discount Rate ... The discount rate used to measure the TPL was 7.0%. The projection of cash flows used to determine the discount rate assumed that employee and employer contributions will be made at the rates specified in statute, and was projected over a period of 100 years. Based on that assumption, the pension plan's Fiduciary Net Position was projected to be available to make all projected future benefit payments of current active and inactive employees. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the TPL. Changes in Net Pension Liability Balance at 12/31/2013 Changes for the year: Service cost Interest Change of benefit terms Difference between expected and actual experience Changes of assumptions Contributions - employer Contributions - employee Net investment income Benefit payments, including refunds of employee contributions Administrative expense Other changes Net changes Balance at 12/31/2014 Increase (Decrease) Total Plan Net Pension Fiduciary Pension Liability Net Position Liability $360,116,261 $ 294,819,596 $ 65,296,665 10,667,694 10,667,694 25,182,941 25,182,941 (171,241) (171,241) 13,065,763 (13,065,763) 4,991,415 (4,991,415) 16,867,596 (16,867,596) (11,387,617) (11,387,617) - (176,083) 176,083 - (14,477) 14,477 24,291,777 23,346,597 945,180 $384,408,038 $ 318,166,193 $ 66,241,845 Plan Fiduciary Net Position as a Percentage of TPL.................................................. 82.77% The following presents the net pension liability of the City, calculated using the discount rate of 7.0%, as well as what the City's net pension liability would be if it were calculated using a discount rate that is 1 -percentage -point lower (6.0%) or 1 -percentage - point higher (8.0%) than the current rate: 1% Decrease Current 1% Increase in Discount Discount in Discount Rate Rate Rate City's Net Pension Liability $125,474,039 $66,241,845 $18,002,986 For the year ended September 30, 2015, the City recognized pension expense of $11,132,798. This amount is included a part of personal services expenses. A more detailed description of the actuarial assumption can be found in Appendix B, "Excerpts from the City's Comprehensive Annual Financial Report". 28 FIREMEN'S RELIEF AND RETIREMENT FUND ... The City provides pension benefits for firefighters through the Denton Firemen's Relief and Retirement Fund (the "Firemen's Fund"). Firefighters may retire at age 50 with twenty or more years of service, and a member is vested after ten years of credited service. In the December 31, 2013 actuarial valuation, the following numbers of members were covered by the Fund: Inactive Employees or Beneficiaries Currently Receiving Benefits 81 Inactive Employees Entitled to But Not Yet Receiving Benefits 2 Active Employees 169 252 Contributions ... The contribution provisions of the Fireman's Fund are authorized by the Texas Local Fire Fighters' Retirement Act ("TLFFRA"). TLFFRA provides the authority and procedure to change the amount of contributions determined as a percentage of pay by each firefighter and a percentage of payroll by the City. The funding policy of the Firemen's Fund requires contributions equal to 12.6% of pay by the firefighters, the rate elected by the firefighters according to TLFFRA. The City currently contributes according to a City ordinance the same percentage of payroll that the City contributes to the TMRS for other employees each calendar year. The City contribution rate was 18.53% in calendar year 2014 and 17.94% in calendar year 2015. The December 31, 2013 actuarial valuation includes the assumption that the city contribution rate will average 17.0% over the unfunded actuarial accrued liability ("UAAL") amortization period. The costs of administering the plan are paid from the Fund assets. The City's contributions to the Fund for the year ended September 30, 2015 were $2,537,557. Net Pension Liability ... The City of Denton's net pension liability for the Fireman's Fund was measured as of December 31, 2014, and the total pension liability for the Fireman's Fund used to calculate the net pension liability was determined by an actuarial valuation as of December 31, 2013 and rolled forward to December 31, 2014. Actuarial Assumptions ... The total pension liability for the Fireman's Fund in the December 31, 2013 actuarial valuation was determined using the following actuarial assumptions, applied to all periods included in the measurement: Inflation 3.25% per year Overall payroll growth 3.25% per year, plus promotion, step and longevity increases that vary by service Investment Rate of Return 7.0%, net of pension plan investment expense, including inflation A more detailed description of the actuarial assumption can be found in Appendix B, "Excerpts from the City's Comprehensive Annual Financial Report" - Note V.A., page 65. Discount Rate ... The discount rate used to measure the total pension liability was 7%. No projection of cash flows was used to determine the discount rate because the December 31, 2013 actuarial valuation showed that expected contributions would pay the normal cost and amortize the UAAL in 24 years. That UAAL was based on an actuarial value of assets that was $4.3 million less than the plan fiduciary net position as of December 31, 2013. Because of the 24 -year amortization period of the UAAL with the lower value of assets, the pension plan's fiduciary net position is expected to be available to make all projected future benefit payments of current active and inactive members. Therefore, the long-term expected rate of return on pension plan investments of 7% was applied to all periods of projected benefit payments as the discount rate to determine the total pension liability. Changes in Net Pension Liability Balance at 12/31/2013 Changes for the year: Service cost Interest Change of benefit terms Difference between expected and actual experience Changes of assumptions Contributions - employer Contributions - employee Net investment income Benefit payments, including refunds of employee contributions Administrative expense Other changes Net changes Balance at 12/31/2014 29 Increase (Decrease) Total Plan Net Pension Fiduciary Pension Liability Net Position Liability $80,490,694 $66,412,172 $14,078,522 2,747,253 2,747,253 5,685,396 5,685,396 2,566,875 (2,566,875) 1,745,419 (1,745,419) 4,411,066 (4,411,066) (4,036,009) (4,036,009) - (81,005) 81,005 4,396,640 4,606,346 (209,706) $84,887,334 $71,018,518 $13,868,816 The following presents the net pension liability of the City for the Fireman's Fund, calculated using the discount rate of 7.0%, as well as what the City's net pension liability would be if it were calculated using a discount rate that is 1 -percentage -point lower (6.0%) or 1 -percentage -point higher (8.0%) than the current rate: 1% Decrease Current 1% Increase in Discount Discount in Discount Rate Rate Rate City's Net Pension Liability $24,601,369 $13,868,816 $4,825,492 A more detailed description of the actuarial assumption can be found in Appendix B, "Excerpts from the City's Comprehensive Annual Financial Report". OTHER POST EMPLOYMENT BENEFITS ... The City provides post -employment medical care ("OPEB") for retired employees through a single -employer defined benefit medical plan. The plan provides medical benefits for eligible retirees, their spouses and dependents though the City's group health insurance plans, which covers both active and retired members. The benefits, benefit levels, and contribution rates are approved annually by the City management as part of the budget process. Any changes in rate subsidies for retirees are approved by the City Council. Since an irrevocable trust has not been established, the plan is not accounted for as a trust fund. The plan does not issue a separate financial report. The City provides post -employment medical, dental, and vision care benefits to its retirees. To be eligible for benefits, an employee must qualify for retirement under the TMRS or the Firemen's Fund. Retirees must make a one-time irrevocable decision to choose benefits at the time of retirement, after that their eligibility for the benefits ceases. All medical care benefits are provided through the City's self-insured health plan. The benefit levels are the same as those afforded to active employees. Actuarial valuations have been completed by an outside consulting firm regarding the City's OPEB liability. The reports provide the City with the City's OPEB requirements assuming the City's plan offerings, designs, and cost share approach remain constant. The City's annual OPEB cost is calculated based on the annual required contribution of the City, an amount actuarially determined in accordance with the parameters of GASB Statement 45. The annual required contribution represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and to amortize any unfunded actuarial liabilities over a period not to exceed thirty years. The City's annual OPEB cost for the current year and the related information are as follows at September 30, 2015: As of December 31, 2013, the date of the latest actuarial report, the City's actuarial accrued liability was $13,715,238 and as of such date the City had funded 0% of such amount. The City's GASB 45 liability was discussed at length with the Audit/Finance Committee and the City Council. At the conclusion of these discussions, the City Council concurred with the staff recommendation to fund the City's OPEB costs on a pay-as-you- go basis. The pay-as-you-go approach has been recommended since 1) this provides the lowest cost approach, 2) the annual required contribution ("ARC") is relatively small in comparison to the City's overall budget, and 3) the pay-as-you-go cost is not forecasted to exceed the ARC until approximately the year 203 1. For more detailed information concerning the City's OPEBs, funding policies related thereto and related liabilities, as well as the City's historical unfunded actuarial accrued liability, see Appendix B, "Excerpts from the City's Comprehensive Annual Financial Report" - Note V.B., page 67 and Exhibit XIII, page 76. 30 Fiscal Year Ended September 30, 2015 2014 2013 Annual OPEB Costs $1,716,639 $1,735,204 $1,519,439 Actual Contributions $ 671,072 $ 909,288 $ 898,583 Percent Contributed 39.1% 52.4% 59.1% Net OPEB Obligations $5,698,824 $4,653,257 $3,827,341 As of December 31, 2013, the date of the latest actuarial report, the City's actuarial accrued liability was $13,715,238 and as of such date the City had funded 0% of such amount. The City's GASB 45 liability was discussed at length with the Audit/Finance Committee and the City Council. At the conclusion of these discussions, the City Council concurred with the staff recommendation to fund the City's OPEB costs on a pay-as-you- go basis. The pay-as-you-go approach has been recommended since 1) this provides the lowest cost approach, 2) the annual required contribution ("ARC") is relatively small in comparison to the City's overall budget, and 3) the pay-as-you-go cost is not forecasted to exceed the ARC until approximately the year 203 1. For more detailed information concerning the City's OPEBs, funding policies related thereto and related liabilities, as well as the City's historical unfunded actuarial accrued liability, see Appendix B, "Excerpts from the City's Comprehensive Annual Financial Report" - Note V.B., page 67 and Exhibit XIII, page 76. 30 TABLE 12 - CHANGES IN NET POSITION Revenues: Program Revenue: Charges for Services Operating Grants and Contributions Capital Grants and Contributions General Revenue: Property Tax Sales Tax Other Taxes /Fees Miscellaneous Total Revenue FINANCIAL INFORMATION Fiscal Year Ended September 30, 2015 2014 2013 2012 2011 $ 18,274,498 $ 18,428,832 $ 17,091,719 $ 15,980,821 $ 15,673,556 3,380,119 4,788,149 3,118,105 2,598,157 4,270,697 10,443,220 11,127,695 14,671,571 4,292,468 7,497,908 54,174,965 48,833,077 47,275,552 45,174,160 44,144,844 30,601,965 27,764,114 26,522,473 25,886,940 22,871,282 24,746,463 23,424,250 22,578,639 21,839,818 21,219,346 2,687,360 2,543,781 1,428,907 1,390,398 2,830,297 $144,308,590 $136,909,898 $ 132,686,966 $ 117,162,762 $118,507,930 Expenditures: General Government $ 31,260,126 $ 30,476,840 $ 27,686,735 $ 29,421,275 $ 28,198,604 Public Safety 58,132,146 56,893,859 52,906,985 52,496,010 49,154,371 Public Works 20,331,934 16,950,280 18,663,884 18,662,029 16,089,302 Parks and Recreation 14,982,742 14,543,461 13,714,245 12,968,426 12,421,893 Interest on Long -Tenn Debt 4,384,973 4,339,154 4,464,309 4,755,938 5,046,724 Total Expenses $129,091,921 $123,203,594 $ 117,436,158 $ 118,303,678 $110,910,894 Increase in Net Position before Transfers $ 15,216,669 $ 13,706,304 $ 15,250,808 $ (1,140,916) $ 7,597,036 Transfers 1,140,938 876,525 (101,707) 887,287 (10,430,082) Increase (Decrease) in Net Position $ 16,357,607 $ 14,582,829 $ 15,149,101 $ (253,629) $ (2,833,046) Prior Period Adjustment (39,247,319) (i) (737,505) - - (10,674,744) Net Position at Beginning of Year 169,244,490 155,399,166 140,250,065 140,503,694 154,011,484 Net Position at End of Year 121 $146,354,778 $169,244,490 $ 155,399,166 $ 140,250,065 $140,503,694 (1) Represents a net adjustment due to GASB 68, "Accounting and Financial Reporting for Pensions" and GASB 71, "Pension Transition for Contributions Made Subsequent to the Measurement Date". (2) Unrestricted net position, that part of the net position that may be used to meet the City's ongoing obligations, was S(8,775,520) as of September 30, 2015. This table refers to governmental activities only and does not include enterprise funds such as the airport, solid waste or utility activities. 31 TABLE 12A -GENERAL FUND REVENUES AND EXPENDITURE i$STORY 32 Fiscal Year Ended September 30, Revenues: 2015 2014 2013 2012 2011 Taxes $68,844,155 $61,779,192 $59,278,152 $57,148,330 $53,492,664 Licenses and Permits 2,782,395 1,978,421 1,446,580 1,436,215 1,460,548 Franchise Fee 12,969,628 13,889,670 13,597,253 13,751,615 19,324,244 Fines and Forfeitures 3,721,677 4,539,209 4,229,107 4,241,395 4,216,247 Fees for Service 6,039,221 5,913,566 5,631,829 5,666,413 5,656,550 Interest Revenue 221,867 172,684 141,734 187,527 172,719 Intergovernmental 1,051,630 1,383,267 1,021,581 949,422 825,549 Miscellaneous 141,090 120,680 84,929 255,035 193,022 Total Revenues $ 95,771,663 $ 89,776,689 $ 85,431,165 $ 83,635,952 $ 85,341,543 Expenditures: General Government $24,694,516 $23,337,639 $21,067,238 $20,951,203 $19,495,940 Public Safety 52,739,309 50,949,715 49,622,237 46,797,417 44,921,713 Public Works 3,306,507 2,854,761 2,816,923 2,591,517 7,483,926 Parks and Recreation 11,209,486 10,891,862 10,579,066 9,704,075 9,422,432 Capital Outlay 572,876 573,903 616,199 712,055 575,128 Debt Service: Principal Retirement - - - 78,092 140,422 Total Expenditures $ 92,522,694 $ 88,607,880 $ 84,701,663 $ 80,834,359 $ 82,039,561 Excess (Deficiency) of Revenues Over Expenditures $ 3,248,969 $ 1,168,809 $ 729,502 $ 2,801,593 $ 3,301,982 Other Financing Sources (Uses): Transfers In $ 250 $ - $ 2,600 $ 14,301 $ 20,304 Sale of Capital Assets 117,763 85,059 137,417 153,127 90,699 Transfers (Out) (1,840,096) (1,170,764) (950,421) (1,556,944) (515,761) Total Other Financing Sources (Uses) $ (1,722,083) $ (1,085,705) $ (810,404) $ (1,389,516) $ (404,758) Net Changes in Fund Balances $ 1,526,886 $ 83,104 $ (80,902) $ 1,412,077 $ 2,897,224 Fund Balances at Beginning of Year 25,838,282 25,755,178 25,836,080 24,424,003 21,526,779 Fund Balances at End of Year $ 27,365,168 $ 25,838,282 $ 25,755,178 $ 25,836,080 $ 24,424,003 32 TABLE 13 - MUNICIPAL SALES TAX HISTORY The City has adopted the Municipal Sales and Use Tax Act, V.T.C.A., Tax Code, Chapter 321, which grants the City the power to impose and levy a 1% Local Sales and Use Tax within the City; the proceeds are credited to the General Fund and are not pledged to the payment of the Obligations. Collections and enforcements are effected through the offices of the Comptroller of Public Accounts, State of Texas, who remits the proceeds of the tax, after deduction of a 2% service fee, to the City monthly. In January 1994, the voters of the City approved the imposition of an additional one-half of one percent (% of 1%) for property tax reduction. In September 2003, the voters of the City approved the imposition of an additional one-half of one percent (% of 1%) for the Denton County Transportation Authority. The implementation of this tax began January 2004, and is allocated directly to the Denton County Transportation Authority. Fiscal 0.50¢ Denton County Transportation Authority 0.50¢ City Sales & Use Tax Year State Sales & Use Tax % of Equivalent of 8.250 Ended Total Ad Valorem Ad Valorem Per 9/30 Collected (1) Tax Levy Tax Rate Capita 2012 $ 25,886,940 57.72% $ 0.4037 $ 224 2013 26,522,473 56.47% 0.3949 226 2014 27,764,114 57.35% 0.3978 233 2015 30,601,965 56.85% 0.3925 253 2016 20,621,394 35.33% 0.2437 168 (1) Source: City of Denton Annual Program of Services. (2) Collections through July 1, 2016. The sales tax breakdown for the City is as follows: Property Tax Relief 0.50¢ Denton County Transportation Authority 0.50¢ City Sales & Use Tax 1.00¢ State Sales & Use Tax 6.25¢ Total 8.250 FINANCIAL POLICIES Basis of Accounting ... The accounting policies of the City conform to generally accepted accounting principles of the Governmental Accounting Standards Board and program standards adopted by the Government Finance Officers Association of the United States and Canada. The GFOA has awarded a Certificate of Achievement for Excellence in Financial Reporting to the City of Denton for each fiscal year since 1983. The City's current report will be submitted to GFOA to determine its eligibility for another Certificate. The City has also received the GFOA's award for Distinguished Budget Presentation each year since 1988. The measurement focuses for the Enterprise Funds, Internal Service Funds and Nonexpendable Trust Funds are income determination and cost of service, respectively. Accordingly, the accrual basis, whereby revenues and expenses are identified in the accounting period in which they are earned and incurred and net income, is utilized for these funds. The modified accrual basis, whereby revenues are recognized when they become both measurable and available for use during the year and expenditures are recognized when the related fund liability is incurred, is used for all other funds. Budgetary Procedures ... As prescribed by City Charter, the City Manager, within the time period required by law, submits to the City Council a proposed budget for the fiscal year beginning the following October 1. The budget includes proposed expenditures and revenues required to fund the expenditures. Following Council considerations, amendments and refinements, a public hearing is ordered and conducted for the purpose of obtaining taxpayer comments. The budget is finally approved and adopted by passage of an ordinance by the City Council prior to the beginning of the fiscal year. The budget is adopted on a basis consistent with generally accepted accounting principles. The City strives to maintain an unreserved general fund balance of 20% of budgeted expenditures. 33 INVESTMENTS The City invests its investable funds in investments authorized by Texas law in accordance with investment policies approved by the City Council. Both Texas law and the City's investment policies are subject to change. LEGAL INVESTMENTS ... Under Texas law, the City is authorized to invest in (1) obligations, including letter of credit, of the United States or its agencies and instrumentalities, (2) direct obligations of the State of Texas or its agencies and instrumentalities; (3) collateralized mortgage obligations directly issued by a federal agency or instrumentality of the United States, the underlying security for which is guaranteed by an agency or instrumentality of the United States; (4) other obligations, the principal and interest of which is guaranteed or insured by or backed by the full faith and credit of, the State of Texas or the United States or their respective agencies and instrumentalities, including obligations that are fully guaranteed or insured by the Federal Deposit Insurance Corporation or by the explicit full faith and credit of the United States; (5) obligations of states, agencies, counties, cities, and other political subdivisions of any state rated as to investment quality by a nationally recognized investment rating firm not less than A or its equivalent; (6) bonds issued, assumed or guaranteed by the State of Israel; (7) certificates of deposit and share certificates meeting the requirements of the Texas Public Funds Investment Act (Chapter 2256, Texas Government Code, as amended (the "PFIA")) that are issued by or through an institution that either has its main office or a branch office in Texas, and are guaranteed or insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, or are secured as to principal by obligations described in clauses (1) through (6) or in any other manner and amount provided by law for City deposits, or are invested by the City through a depository institution that has its main office or a branch office in the State of Texas and otherwise meet the requirements of the PFIA, (8) fully collateralized repurchase agreements that have a defined termination date, are fully secured a combination of cash and obligations described in clause (1) which are pledged to the City, held in the City's name, and deposited at the time the investment is made with the City or with a third party selected and approved by the City and are placed through a primary government securities dealer, as defined by the Federal Reserve, or a financial institution doing business in the State, (9) certain bankers' acceptances with the remaining term of 270 days or less, if the short-term obligations of the accepting bank or its parent are rated at least A-1 or P-1 or the equivalent by at least one nationally recognized credit rating agency, (10) commercial paper with a stated maturity of 270 days or less that is rated at least A-1 or P-1 or the equivalent by either (a) two nationally recognized credit rating agencies or (b) one nationally recognized credit rating agency if the paper is fully secured by an irrevocable letter of credit issued by a U.S. or state bank, (11) no-load money market mutual funds registered with and regulated by the Securities and Exchange Commission that have a dollar weighted average stated maturity of 90 days or less and include in their investment objectives the maintenance of a stable net asset value of $1 for each share, and (12) no-load mutual funds registered with the Securities and Exchange Commission that have an average weighted maturity of less than two years, invest exclusively in obligations described in this paragraph, and are continuously rated as to investment quality by at least one nationally recognized investment rating firm of not less than AAA or its equivalent. If specifically authorized in the authorizing document, bond proceeds may be invested in guaranteed investment contracts that have a defined termination date and are secured by obligations of the United States or its agencies and instrumentalities in an amount at least equal to the amount of bond proceeds invested under such contract, other than the prohibited obligations described in the next succeeding paragraph. The City may invest in such obligations directly or through government investment pools that invest solely in such obligations provided that the pools are rated no lower than AAA or AAA -m or an equivalent by at least one nationally recognized rating service. The City may also contract with an investment management firm registered under the Investment Advisers Act of 1940 (15 U.S.C. Section 80b-1 et seq.) or with the State Securities Board to provide for the investment and management of its public funds or other funds under its control for a term up to two years, but the City retains ultimate responsibility as fiduciary of its assets. In order to renew or extend such a contract, the City must do so by order, ordinance, or resolution. The City is specifically prohibited from investing in: (1) obligations whose payment represents the coupon payments on the outstanding principal balance of the underlying mortgage-backed security collateral and pays no principal; (2) obligations whose payment represents the principal stream of cash flow from the underlying mortgage-backed security and bears no interest; (3) collateralized mortgage obligations that have a stated final maturity of greater than 10 years; and (4) collateralized mortgage obligations the interest rate of which is determined by an index that adjusts opposite to the changes in a market index. Political subdivisions such as the City are authorized to implement securities lending programs if (i) the securities loaned under the program are 100% collateralized, a loan made under the program allows for termination at any time and a loan made under the program is either secured by (a) obligations that are described in clauses (1) through (6) of the first paragraph under this subcaption, (b) irrevocable letters of credit issued by a state or national bank that is continuously rated by a nationally recognized investment rating firm not less than "A" or its equivalent, or (c) cash invested in obligations that are described in clauses (1) through (6) and (10) through (12) of the first paragraph under this subcaption, or an authorized investment pool; (ii) securities held as collateral under a loan are pledged to the governmental body, held in the name of the governmental body and deposited at the time the investment is made with the City or a third party designated by the City; (iii) a loan made under the program is placed through either a primary government securities dealer or a financial institution doing business in the State of Texas; and (iv) the agreement to lend securities has a term of one year or less. INVESTMENT POLICIES ... Under Texas law, the City is required to invest its funds under written investment policies that primarily emphasize safety of principal and liquidity; that address investment diversification, yield, maturity, and the quality and capability of investment management; and that includes a list of authorized investments for City funds, maximum allowable stated maturity of any individual investment, the maximum average dollar -weighted maturity allowed for pooled fund groups, methods to monitor the market price of investments acquired with public funds, a requirement for settlement of all transactions, except investment pool 34 funds and mutual funds, on a delivery versus payment basis, and procedures to monitor rating changes in investments acquired with public funds and the liquidation of such investments consistent with the Public Funds Investment Act. All City funds must be invested consistent with a formally adopted "Investment Strategy Statement" that specifically addresses each funds' investment. Each Investment Strategy Statement will describe its objectives concerning: (1) suitability of investment type, (2) preservation and safety of principal, (3) liquidity, (4) marketability of each investment, (5) diversification of the portfolio, and (6) yield. Under Texas law, City investments must be made "with judgment and care, under prevailing circumstances, that a person of prudence, discretion, and intelligence would exercise in the management of the person's own affairs, not for speculation, but for investment, considering the probable safety of capital and the probable income to be derived." At least quarterly the investment officers of the City shall submit an investment report detailing: (1) the investment position of the City, (2) that all investment officers jointly prepared and signed the report, (3) the beginning market value, the ending market value and the fully accrued interest during the reporting period of each pooled fund group, (4) the book value and market value of each separately listed asset at the end of the reporting period, (5) the maturity date of each separately invested asset, (6) the account or fund or pooled fund group for which each individual investment was acquired, and (7) the compliance of the investment portfolio as it relates to: (a) adopted investment strategy statements and (b) state law. No person may invest City funds without express written authority from the City Council. ADDITIONAL PROVISIONS ... Under Texas law the City is additionally required to: (1) annually review its adopted policies and strategies; (2) adopt a rule, order, ordinance or resolution stating that it has reviewed its investment policy and investment strategies and records any changes made to either its investment policy or investment strategy in the respective rule, order, ordinance or resolution; (3) require any investment officers with personal business relationships or relatives with firms seeking to sell securities to the City to disclose the relationship and file a statement with the Texas Ethics Commission and the City Council; (4) require the registered principal of firms seeking to sell securities to the City to: (a) receive and review the City's investment policy, (b) acknowledge that reasonable controls and procedures have been implemented to preclude investment transactions conducted between the City and the business organization that are not authorized by the City's investment policy (except to the extent that this authorization is dependent on an analysis of the makeup of the City's entire portfolio or requires an interpretation of subjective investment standards), and (c) deliver a written statement attesting to these requirements; (5) perform an annual audit of the management controls on investments and adherence to the City's investment policy; (6) provide specific investment training for the Treasurer, Chief Financial Officer and investment officers; (7) restrict reverse repurchase agreements to not more than 90 days and restrict the investment of reverse repurchase agreement funds to no greater than the term of the reverse repurchase agreement; (8) restrict the investment in no-load mutual funds in the aggregate to no more than 15% of the entity's monthly average fund balance, excluding bond proceeds and reserves and other funds held for debt service; (9) require local government investment pools to conform to the new disclosure, rating, net asset value, yield calculation, and advisory board requirements; and (10) at least annually review, revise, and adopt a list of qualified brokers that are authorized to engage in investment transactions with the City. TABLE 14- CURRENT INVESTMENTS (1) As of July 1, 2016, the City's available funds were invested as follows: (1) There are no City funds invested in derivative securities, i.e., securities whose rate of return is determined by reference to some other instrument, index or commodity. (2) Fully insured by FDIC. (3) Insured up to the FDIC limit with uninsured amounts collateralized by U.S. federal agency securities at a minimum of 102% of principal plus accrued interest. (4) Insured up to the FDIC limit with uninsured amounts backed by a Federal Home Loan Bank standby letter of credit. (5) TexSTAR is a local government investment pool for whom First Southwest Asset Management, Inc., a Hilltop Holdings Company, provides customer service and marketing for the pool. TexSTAR currently maintains a "AAAm" rating from Standard & Poor's and has an investment objective of achieving and maintaining a stable net asset value of $1.00 per share. Daily investments or redemptions of funds is allowed by the participants. 35 Market Value Market Book Description Percent Value Value Treasury Securities - Coupon 6.89% $ 39,145,852 $ 38,950,670 Federal Agency Issues - Coupon 33.25% 188,791,100 188,360,074 Federal Agency Issues - Callable 3.35% 19,020,929 19,000,492 Municipal Bonds - Coupon 4.33% 24,570,794 24,465,943 CDs - CDARS (') 10.92% 62,000,000 62,000,000 CDs - Collateralized (3) 3.17% 18,000,000 18,000,000 CDs - SLOC (4) 13.21% 75,000,000 75,000,000 Commercial Paper Disc. - Amortizing 4.38% 24,860,340 24,850,565 TexSTAR (5) 15.85% 90,000,000 90,000,000 Demand Deposits/Wells Fargo (3) 4.65% 26,402,665 26,402,665 100.00% $ 567,791,680 $ 567,030,409 (1) There are no City funds invested in derivative securities, i.e., securities whose rate of return is determined by reference to some other instrument, index or commodity. (2) Fully insured by FDIC. (3) Insured up to the FDIC limit with uninsured amounts collateralized by U.S. federal agency securities at a minimum of 102% of principal plus accrued interest. (4) Insured up to the FDIC limit with uninsured amounts backed by a Federal Home Loan Bank standby letter of credit. (5) TexSTAR is a local government investment pool for whom First Southwest Asset Management, Inc., a Hilltop Holdings Company, provides customer service and marketing for the pool. TexSTAR currently maintains a "AAAm" rating from Standard & Poor's and has an investment objective of achieving and maintaining a stable net asset value of $1.00 per share. Daily investments or redemptions of funds is allowed by the participants. 35 TAX MATTERS OPINIONS On the date of initial delivery of the Bonds, McCall, Parkhurst & Horton L.L.P., Dallas, Texas, Bond Counsel to the City, will render its opinion that, in accordance with statutes, regulations, published rulings and court decisions existing on the date thereof ("Existing Law"), (1) interest on the Bonds for federal income tax purposes will be excludable from the "gross income" of the holders thereof and (2) the Bonds will not be treated as "specified private activity bonds" the interest on which would be included as an alternative minimum tax preference item under section 57(a)(5) of the Internal Revenue Code of 1986 (the "Code"). Except as stated above, Bond Counsel to the City will express no opinion as to any other federal, state or local tax consequences of the purchase, ownership or disposition of the Bonds. See Appendix C — Form of Bond Counsel's Opinion. In rendering each of the foregoing opinions, Bond Counsel to the City will rely upon (a) certain information and representations of the City, including information and representations contained in the City's federal tax certificate with respect to each Bond issue, (b) covenants of the City contained in the Bond documents relating to certain matters, including arbitrage and the use of the proceeds of the Bonds, Refunded Bonds and the property financed or refinanced therewith, and (c) the verification report prepared by Grant Thornton LLP. Failure by the City to observe the aforementioned representations or covenants could cause the interest on the Bonds to become taxable retroactively to the date of issuance. The Code and the regulations promulgated thereunder contain a number of requirements that must be satisfied subsequent to the issuance of the Bonds in order for interest on the Bonds to be, and to remain, excludable from gross income for federal income tax purposes. Failure to comply with such requirements may cause interest on the Bonds to be included in gross income retroactively to the date of issuance of the Bonds. The opinion of Bond Counsel to the City is conditioned on compliance by the City with such requirements, and Bond Counsel to the City has not been retained to monitor compliance with these requirements subsequent to the issuance of the Bonds. Bond Counsel's opinion represents its legal judgment based upon its review of Existing Law and the reliance on the aforementioned information, representations and covenants. Bond Counsel's opinion is not a guarantee of a result. The Existing Law is subject to change by the Congress and to subsequent judicial and administrative interpretation by the courts and the Department of the Treasury. There can be no assurance that such Existing Law or the interpretation thereof will not be changed in a manner which would adversely affect the tax treatment of the purchase, ownership or disposition of the Bonds. A ruling was not sought from the Internal Revenue Service by the City with respect to the Bonds or the projects being financed or refinanced therewith. Bond Counsel's opinion represents its legal judgment based upon its review of Existing Law and the representations of the City that it deems relevant to render such opinion and is not a guarantee of a result. No assurances can be given as to whether or not the Internal Revenue Service will commence an audit of the Bonds, or as to whether the Internal Revenue Service would agree with the opinion of Bond Counsel. If an audit is commenced, under current procedures the Internal Revenue Service is likely to treat the City as the taxpayer and the holders of the Bonds may have no right to participate in such procedure. No additional interest will be paid upon any determination of taxability. FEDERAL INCOME TAX ACCOUNTING TREATMENT OF ORIGINAL ISSUE DISCOUNT The initial public offering price to be paid for one or more maturities of the Bonds may be less than the principal amount thereof or one or more periods for the payment of interest on the Bonds may not be equal to the accrual period or be in excess of one year (the "Original Issue Discount Bonds"). In such event, the difference between (i) the "stated redemption price at maturity" of each Original Issue Discount Bond, and (ii) the initial offering price to the public of such Original Issue Discount Bond would constitute original issue discount. The "stated redemption price at maturity" means the sum of all payments to be made on the Bonds less the amount of all periodic interest payments. Periodic interest payments are payments which are made during equal accrual periods (or during any unequal period if it is the initial or final period) and which are made during accrual periods which do not exceed one year. Under existing law, any owner who has purchased such Original Issue Discount Bond in the initial public offering is entitled to exclude from gross income (as defined in section 61 of the Code) an amount of income with respect to such Original Issue Discount Bond equal to that portion of the amount of such original issue discount allocable to the accrual period. For a discussion of certain collateral federal tax consequences, see discussion set forth below. In the event of the redemption, sale or other taxable disposition of such Original Issue Discount Bond prior to stated maturity, however, the amount realized by such owner in excess of the basis of such Original Issue Discount Bond in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Original Issue Discount Bond was held by such initial owner) is includable in gross income. 36 Under existing law, the original issue discount on each Original Issue Discount Bond is accrued daily to the stated maturity thereof (in amounts calculated as described below for each six-month period ending on the date before the semiannual anniversary dates of the date of the Bonds and ratably within each such six-month period) and the accrued amount is added to an initial owner's basis for such Original Issue Discount Bond for purposes of determining the amount of gain or loss recognized by such owner upon the redemption, sale or other disposition thereof. The amount to be added to basis for each accrual period is equal to (a) the sum of the issue price and the amount of original issue discount accrued in prior periods multiplied by the yield to stated maturity (determined on the basis of compounding at the close of each accrual period and properly adjusted for the length of the accrual period) less (b) the amounts payable as current interest during such accrual period on such Original Issue Discount Bond. The federal income tax consequences of the purchase, ownership, redemption, sale or other disposition of Original Issue Discount Bonds which are not purchased in the initial offering at the initial offering price may be determined according to rules which differ from those described above. All owners of Original Issue Discount Bonds should consult their own tax advisors with respect to the determination for federal, state and local income tax purposes of the treatment of interest accrued upon redemption, sale or other disposition of such Original Issue Discount Bonds and with respect to the federal, state, local and foreign tax consequences of the purchase, ownership, redemption, sale or other disposition of such Original Issue Discount Bonds. COLLATERAL FEDERAL INCOME TAX CONSEQUENCES The following discussion is a summary of certain collateral federal income tax consequences resulting from the purchase, ownership or disposition of the Bonds. This discussion is based on existing statutes, regulations, published rulings and court decisions, all of which are subject to change or modification, retroactively. The following discussion is applicable to investors, other than those who are subject to special provisions of the Code, such as financial institutions, property and casualty insurance companies, life insurance companies, individual recipients of Social Security or Railroad Retirement benefits, individuals allowed an earned income credit, certain S corporations with accumulated earnings and profits and excess passive investment income, foreign corporations subject to the branch profits tax, taxpayers qualifying for the health insurance premium assistance credit, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase tax-exempt obligations. THE DISCUSSION CONTAINED HEREIN MAY NOT BE EXHAUSTIVE. INVESTORS, INCLUDING THOSE WHO ARE SUBJECT TO SPECIAL PROVISIONS OF THE CODE, SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE TAX TREATMENT WHICH MAY BE ANTICIPATED TO RESULT FROM THE PURCHASE, OWNERSHIP AND DISPOSITION OF TAX-EXEMPT BONDS BEFORE DETERMINING WHETHER TO PURCHASE THE OBLGATIONS. Interest on the Bonds will be includable as an adjustment for "adjusted current earnings" to calculate the alternative minimum tax imposed on corporations by section 55 of the Code. Under section 6012 of the Code, holders of tax-exempt obligations, such as the Bonds, may be required to disclose interest received or accrued during each taxable year on their returns of federal income taxation. Section 1276 of the Code provides for ordinary income tax treatment of gain recognized upon the disposition of a tax-exempt obligation, such as the Bonds, if such obligation was acquired at a "market discount" and if the fixed maturity of such obligation is equal to, or exceeds, one year from the date of issue. Such treatment applies to "market discount bonds" to the extent such gain does not exceed the accrued market discount of such bonds; although for this purpose, a de minimis amount of market discount is ignored. A "market discount bond" is one which is acquired by the holder at a purchase price which is less than the stated redemption price at maturity or, in the case of a bond issued at an original issue discount, the "revised issue price" (i.e., the issue price plus accrued original issue discount). The "accrued market discount" is the amount which bears the same ratio to the market discount as the number of days during which the holder holds the obligation bears to the number of days between the acquisition date and the final maturity date. STATE, LOCAL AND FOREIGN TAXES Investors should consult their own tax advisors concerning the tax implications of the purchase, ownership or disposition of the Bonds under applicable state or local laws. Foreign investors should also consult their own tax advisors regarding the tax consequences unique to investors who are not United States persons. FUTURE AND PROPOSED LEGISLATION Tax legislation, administrative actions taken by tax authorities, or court decisions, whether at the Federal or state level, may adversely affect the tax-exempt status of interest on the Bonds under Federal or state law and could affect the market price or marketability of the Bonds. Any such proposal could limit the value of certain deductions and exclusions, including the exclusion for tax-exempt interest. The likelihood of any such proposal being enacted cannot be predicted. Prospective purchasers of the Bonds should consult their own tax advisors regarding the foregoing matters. 37 CONTINUING DISCLOSURE OF INFORMATION In the Bond Ordinance, the City has made the following agreement for the benefit of the holders and beneficial owners of the Bonds. The City is required to observe the agreement for so long as it remains obligated to advance funds to pay the Bonds. Under the agreement, the City will be obligated to provide certain updated financial information and operating data annually, and timely notice of specified events, to the Municipal Securities Rulemaking Board (the "MSRB"). ANNUAL REPORTS ... The City shall provide annually to the MSRB, in the electronic format prescribed by the MSRB, financial information and operating data (the "Annual Operating Report") with respect to the City of the general type included in this Official Statement under Tables numbered 1 through 5 and 7 through 14. The City will additionally provide financial statements of the City (the "Financial Statements"), that will be (i) prepared in accordance with the accounting principles described in the City's annual audited financial statements or such other accounting principles as the City may be required to employ from time to time pursuant to State law or regulation and shall be in substantially the form included in this Official Statement and (ii) audited, if the City commissions an audit of such Financial Statements and the audit is completed within the period during which they must be provided. The City will update and provide the Annual Operating Report within six months after the end of each fiscal year and the Financial Statements within 12 months of the end of each fiscal year, in each case beginning with the fiscal year ending in and after 2016. The City may provide the Financial Statements earlier, including at the time it provides its Annual Operating Report, but if the audit of such Financial Statements is not complete within 12 months after any such fiscal year end, then the City shall file unaudited Financial Statements within such 12 -month period and audited Financial Statements for the applicable fiscal year, when and if the audit report on such Financial Statements becomes available. The financial information and operating data to be provided may be set forth in full in one or more documents or may be included by specific reference to any document available to the public on the MSRB's Internet Web site or filed with the United States Securities and Exchange Commission (the "SEC"), as permitted by SEC Rule 15c2-12 (the "Rule"). The City's current fiscal year end is September 30. Accordingly, it must provide the Annual Operating Report by March 31 in each year, unless the City changes its fiscal year. If the City changes its fiscal year, it will notify the MSRB of the change. NOTICE OF CERTAIN EVENTS ... The City will also provide timely notices of certain events to the MSRB. The City will provide notice of any of the following events with respect to the Obligations to the MSRB in a timely manner (but not in excess of ten business days after the occurrence of the event): (1) principal and interest payment delinquencies; (2) non-payment related defaults, if material; (3) unscheduled draws on debt service reserves reflecting financial difficulties; (4) unscheduled draws on credit enhancements reflecting financial difficulties; (5) substitution of credit or liquidity providers, or their failure to perform; (6) adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Obligations, or other material events affecting the tax status of the Obligations; (7) modifications to rights of holders of the Obligations, if material; (8) Obligation calls, if material, and tender offers; (9) defeasances; (10) release, substitution, or sale of property securing repayment of the Obligations, if material; (11) rating changes; (12) bankruptcy, insolvency, receivership, or similar event of the City, which shall occur as described below; (13) the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of its assets, other than in the ordinary course of business, the entry into of a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and (14) appointment of a successor or additional trustee or the change of name of a trustee, if material. In addition, the City will provide timely notice of any failure by the City to provide annual financial information in accordance with their agreement described above under "Annual Reports". For these purposes, any event described in (12) in the immediately preceding paragraph is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. LIMITATIONS AND AMENDMENTS ... The City has agreed to update information and to provide notices of specified events only as described above. The City has not agreed to provide other information that may be relevant or material to a complete presentation of its financial results of operations, condition, or prospects or agreed to update any information that is provided, except as described above. The City makes no representation or warranty concerning such information or concerning its usefulness to a decision to invest in or sell Obligations at any future date. The City disclaims any contractual or tort liability for damages resulting in whole or in part from any breach of its continuing disclosure agreement or from any statement made pursuant to its agreement, although holders of Obligations may seek a writ of mandamus to compel the City to comply with its agreement. The City may amend its continuing disclosure agreement for either or both of the Bonds and Certificates from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, if (i) the agreement, as amended, would have permitted an underwriter to 38 purchase or sell Bonds or Certificates, as the case may be, in the offering described herein in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (ii) either (a) the holders of a majority in aggregate principal amount of the outstanding Bonds or Certificates, as the case may be, consent to the amendment or (b) any person unaffiliated with the City (such as nationally recognized bond counsel) determines that the amendment will not materially impair the interests of the holders and beneficial owners of the Bonds or Certificates, as the case may be. The City may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to the extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Obligations in the primary offering of the Obligations. If the City so amends the agreement, it has agreed to include with the next financial information and operating data provided in accordance with its agreement described above under "Annual Reports" an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information and operating data so provided. COMPLIANCE WITH PRIOR UNDERTAKINGS ... During the last five years, the City has complied in all material respects with all continuing disclosure agreements made by it in accordance with SEC Rule 15c2-12. OTHER INFORMATION RATINGS The Bonds and the presently outstanding tax supported debt of the City are rated " " by Fitch and " " by S&P. An explanation of the significance of such ratings may be obtained from the company furnishing the rating. The ratings reflect only the respective views of such organizations and the City makes no representation as to the appropriateness of the ratings. There is no assurance that such ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely by either or both of such rating companies, if in the judgment of either or both companies, circumstances so warrant. Any such downward revision or withdrawal of such ratings, or either of them, may have an adverse effect on the market price of the Bonds. LITIGATION It is the opinion of the City Attorney and City Staff that there is no pending, or to their knowledge threatened, litigation or other proceeding against the City that could have a material adverse financial impact upon the City or its operations over and above those already disclosed in the City's Comprehensive Annual Financial Report, see Appendix B, Notes V.F. and V.G., page 69. At the time of the initial delivery of the Bonds, the City will provide the Initial Purchaser with a certificate to the effect that no litigation of any nature has been filed or is then pending challenging the issuance of the Bonds or that affects the payment and security of the Bonds or in any other manner questioning the issuance, sale or delivery of the Bonds. REGISTRATION AND QUALIFICATION OF BONDS FOR SALE The sale of the Bonds has not been registered under the Federal Securities Act of 1933, as amended, in reliance upon the exemption provided thereunder by Section 3(a)(2); and the Bonds have not been qualified under the Securities Act of Texas in reliance upon various exemptions contained therein; nor have the Bonds been qualified under the securities acts of any other jurisdiction. The City assumes no responsibility for qualification of the Bonds under the securities laws of any jurisdiction in which the Bonds may be sold, assigned, pledged, hypothecated or otherwise transferred. This disclaimer of responsibility for qualification for sale or other disposition of the Bonds shall not be construed as an interpretation of any kind with regard to the availability of any exemption from securities registration provisions. LEGAL INVESTMENTS AND ELIGIBILITY TO SECURE PUBLIC FUNDS IN TEXAS Section 1201.041 of the Public Security Procedures Act (Chapter 1201, Texas Government Code) provides that the Bonds are negotiable instruments, investment securities governed by Chapter 8, Texas Business and Commerce Code, and are legal and authorized investments for insurance companies, fiduciaries, and trustees, and for the sinking funds of municipalities or other political subdivisions or public agencies of the State of Texas. In addition, various provisions of the Texas Finance Code provide that, subject to a prudent investor standard, the Bonds are legal investments for state banks, savings banks, trust companies with at least $1 million of capital, and savings and loan associations. For political subdivisions in Texas that have adopted investment policies and guidelines in accordance with the Public Funds Investment Act (Texas Government Code, Chapter 2256), the Bonds may have to be assigned a rating of at least "A" or its equivalent as to investment quality by a national rating agency before such obligations are eligible investments for sinking funds and other public funds. The City has made no investigation of other laws, rules, regulations, or investment criteria which might apply to such institutions or entities or which might limit the suitability of the Bonds for any of the foregoing purposes or limit the authority of such institutions or entities to purchase or invest in the Bonds for such purposes. The City has made no review of laws in other states to determine whether the Bonds are legal investments for various institutions in those states. 39 LEGAL OPINIONS AND NO -LITIGATION CERTIFICATE The City will furnish a complete transcript of proceedings had incident to the authorization and issuance of the Bonds, including the unqualified approving legal opinions of the Attorney General of Texas approving the Initial Bond and to the effect that the Bonds are valid and legally binding obligations of the City, and based upon examination of such transcript of proceedings, the approving legal opinions of Bond Counsel, to like effect and to the effect that the interest on the Bonds will be excludable from gross income for federal income tax purposes under Section 103(a) of the Code, subject to the matters described under "Tax Matters" herein, including the alternative minimum tax on corporations. The customary closing papers, including a certificate to the effect that no litigation of any nature has been filed or is then pending to restrain the issuance and delivery of the Bonds, or which would affect the provision made for their payment or security or in any manner questioning the validity of said Bonds will also be furnished. Though it represents the Financial Advisor and purchasers of debt from governmental issuers from time to time in matters unrelated to the issuance of the Bonds, Bond Counsel has been engaged by and only represents the City in connection with the issuance of the Bonds. Bond Counsel was not requested to participate, and did not take part, in the preparation of the Notice of Sale and Bidding Instructions, the Official Bid Form and the Official Statement, and such firm has not assumed any responsibility with respect thereto or undertaken independently to verify any of the information contained therein, except that, in its capacity as Bond Counsel, such firm has reviewed the information describing the Bonds in the Official Statement to verify that such description conforms to the provisions of the Bond Ordinance. The legal fee to be paid Bond Counsel for services rendered in connection with the issuance of the Bonds is contingent on the sale and delivery of the Bonds. The legal opinion will accompany the Bonds deposited with DTC or will be printed on the Bonds in the event of the discontinuance of the Book -Entry -Only System. The legal opinions to be delivered concurrently with the delivery of the Bonds express the professional judgment of the attorneys rendering the opinions as to the legal issues explicitly addressed therein. In rendering a legal opinion, the attorney does not become an insurer or guarantor of that expression of professional judgment, of the transaction opined upon, or of the future performance of the parties to the transaction. Nor does the rendering of an opinion guarantee the outcome of any legal dispute that may arise out of the transaction. AUTHENTICITY OF FINANCIAL DATA AND OTHER INFORMATION The financial data and other information contained herein have been obtained from City records, audited financial statements, and other sources which are believed to be reliable. There is no guarantee that any of the assumptions or estimates contained herein will be realized. All of the summaries of the statutes, documents, and ordinances contained in this Official Statement are made subject to all of the provisions of such statutes, documents, and ordinances. These summaries do not purport to be complete statements of such provisions and reference is made to such documents for further information. Reference is made to original documents in all respects. FINANCIAL ADVISOR FirstSouthwest, a Division of Hilltop Securities Inc., ("FirstSouthwest") is employed as Financial Advisor to the City in connection with the issuance of the Bonds. The Financial Advisor's fee for services rendered with respect to the sale of the Bonds is contingent upon the issuance and delivery of the Bonds. FirstSouthwest, in its capacity as Financial Advisor, has relied on the opinion of Bond Counsel and has not verified and does not assume any responsibility for the information, covenants, and representations contained in any of the legal documents with respect to the federal income tax status of the Bonds, or the possible impact of any present, pending, or future actions taken by any legislative or judicial bodies. The Financial Advisor to the City has provided the following sentence for inclusion in this Official Statement. The Financial Advisor has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to the City and, as applicable, to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Financial Advisor does not guarantee the accuracy or completeness of such information. VERIFICATION OF ARITHMETICAL AND MATHEMATICAL COMPUTATIONS Grant Thornton, a firm of independent public accountants, will deliver to the City, on or before the settlement date of the Bonds, the Report indicating that it has verified, in accordance with attestation standards established by the American Institute of Certified Public Accountants, the mathematical accuracy of (a) the mathematical computations of the adequacy of the cash and the maturing principal of and interest on the Refunded Bonds Escrowed Securities, to pay, when due, the maturing principal of, interest on and related call premium requirements, if any, of the Refunded Bonds, and (b) the mathematical computations of yield used by Bond Counsel to support its opinion that interest on the Bonds will be excluded from gross income for federal income tax purposes. The verification performed by Grant Thornton will be solely based upon data, information and documents provided to Grant Thornton by FirstSouthwest on behalf of the City. Grant Thornton has restricted its procedures to recalculating the computations 40 provided by FirstSouthwest on behalf of the City and has not evaluated or examined the assumptions or information used in the computations. The Report will be relied upon by Bond Counsel in rendering its opinion with respect to the tax -exemption of interest on the Bonds and with respect to the defeasance of the Refunded Bonds. INITIAL PURCHASER OF THE BONDS After requesting competitive bids for the Bonds, the City accepted the bid of (the "Initial Purchaser") to purchase the Bonds at the interest rates shown on the cover page of the Official Statement at a price of par plus a cash premium of $ . The Initial Purchaser can give no assurance that any trading market will be developed for the Bonds after their sale by the City to the Initial Purchaser. The City has no control over the price at which the Bonds are subsequently sold and the initial yield at which the Bonds will be priced and reoffered will be established by and will be the sole responsibility of the Initial Purchaser. CERTIFICATION OF THE OFFICIAL STATEMENT At the time of payment for and delivery of the Bonds, the City will furnish to the Initial Purchaser a certificate, executed by a proper City officer, acting in such officer's official capacity, to the effect that to the best of such officer's knowledge and belief: (a) the descriptions and statements of or pertaining to the City contained in the Official Statement, and any addenda, supplement, or amendment thereto, on the date of the Official Statement, on the date of sale of the Bonds, and the acceptance of the best bid therefor, and on the date of the delivery, were and are true and correct in all material respects; (b) insofar as the City and its affairs, including its financial affairs, are concerned, the Official Statement did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (c) insofar as the descriptions and statements, including financial data, of or pertaining to entities, other than the City, and their activities contained in the Official Statement are concerned, such statements and data have been obtained from sources which the City believes to be reliable and the City has no reason to believe that they are untrue in any material respect; and (d) there has been no material adverse change in the financial condition of the City since the date of the last audited financial statements of the City. FORWARD-LOOKING STATEMENTS DISCLAIMER The statements contained in this Official Statement, and in any other information provided by the City, that are not purely historical, are forward-looking statements, including statements regarding the City's expectations, hopes, intentions, or strategies regarding the future. Readers should not place undue reliance on forward-looking statements. All forward-looking statements included in this Official Statement are based on information available to the City on the date hereof, and the City assumes no obligation to update any such forward-looking statements. The City's actual results could differ materially from those discussed in such forward-looking statements. The forward-looking statements included herein are necessarily based on various assumptions and estimates and are inherently subject to various risks and uncertainties, including risks and uncertainties relating to the possible invalidity of the underlying assumptions and estimates and possible changes or developments in social, economic, business, industry, market, legal, and regulatory circumstances and conditions and actions taken or omitted to be taken by third parties, including customers, suppliers, business partners and competitors, and legislative, judicial, and other governmental authorities and officials. Assumptions related to the foregoing involve judgments with respect to, among other things, future economic, competitive, and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the City. Any of such assumptions could be inaccurate and, therefore, there can be no assurance that the forward-looking statements included in this Official Statement will prove to be accurate. MISCELLANEOUS The Ordinance authorizing the issuance of the Bonds authorizes the Pricing Officer to approve the form and content of this Official Statement, and any addenda, supplement or amendment thereto, and authorize its further use in the reoffering of the Bonds by the Initial Purchaser. PRICING OFFICER City of Denton, Texas 41 Schedule I SCHEDULE OF REFUNDED BONDS* Utility System Revenue Bonds, Series 2006 Principal Principal Original Maturity Interest Amount Amount Dated Date Date Rate Outstanding Refunded 7/15/2006 12/1/2016 5.000% $ 415,000 $ 415,000 The 2016 maturity will be redeemed at maturity at par. Utility System Revenue Refunding Bonds, Series 2007 $30,970,000 $30,970,000 The 2016 maturity will be redeemed at maturity at par. The 2017 - 2029 maturities will be redeemed prior to original maturity on December 1, 2016 at par. Utility System Revenue Bonds, Series 2007 Principal Principal Original Maturity Interest Amount Amount Dated Date Date Rate Outstanding Refunded 2/15/2007 12/1/2016 5.000% $ 2,865,000 $ 2,865,000 12/1/2017 4.000% 2,830,000 2,830,000 12/1/2018 4.000% 2,950,000 2,950,000 12/1/2019 4.000% 3,070,000 3,070,000 12/1/2020 4.000% 3,190,000 3,190,000 12/1/2021 4.125% 45,000 45,000 12/1/2022 4.125% 45,000 45,000 12/1/2023 4.125% 2,005,000 2,005,000 12/1/2024 4.125% 2,085,000 2,085,000 12/1/2025 4.250% 2,180,000 2,180,000 12/1/2026 4.125% 2,275,000 2,275,000 12/1/2027 4.250% 2,370,000 2,370,000 12/1/2028 4.250% 2475000 2,475,000 12/1/2029 4.250% 2,585,000 2,585,000 $30,970,000 $30,970,000 The 2016 maturity will be redeemed at maturity at par. The 2017 - 2029 maturities will be redeemed prior to original maturity on December 1, 2016 at par. Utility System Revenue Bonds, Series 2007 $11,035,000 $11,035,000 The 2016 - 2017 maturities will be redeemed at maturity at par. The 2018 - 2026 maturities will be redeemed prior to original maturity on December 1, 2017 at par. * Preliminary, subject to change. Principal Principal Original Maturity Interest Amount Amount Dated Date Date Rate Outstanding Refunded 7/15/2007 12/1/2016 5.000% $ 785,000 $ 785,000 12/1/2017 5.000% 820,000 820,000 12/1/2018 4.250% 865,000 865,000 12/1/2019 4.250% 900,000 900,000 12/1/2020 4.375% 950,000 950,000 12/1/2021 4.375% 990,000 990,000 12/1/2022 4.500% 1,040,000 1,040,000 12/1/2023 4.500% 1,090,000 1,090,000 12/1/2024 4.500% 1,140,000 1,140,000 12/1/2025 4.500% 1,200,000 1,200,000 12/1/2026 4.625% 1,255,000 1,255,000 $11,035,000 $11,035,000 The 2016 - 2017 maturities will be redeemed at maturity at par. The 2018 - 2026 maturities will be redeemed prior to original maturity on December 1, 2017 at par. * Preliminary, subject to change. Utility System Revenue Bonds, Series 2008 $10,710,000 $ 10,710,000 The 2016 - 2018 maturities will be redeemed at maturity at par. The 2019 - 2027 maturities will be redeemed prior to original maturity on December 1, 2018 at par. Principal Principal Original Maturity Interest Amount Amount Dated Date Date Rate Outstanding Refunded 8/15/2008 12/1/2016 4.000% $ 670,000 $ 670,000 12/1/2017 4.000% 700,000 700,000 12/1/2018 4.000% 735,000 735,000 12/1/2019 4.000% 770,000 770,000 12/1/2020 4.125% 815,000 815,000 12/1/2021 4.250% 855,000 855,000 12/1/2022 4.250% 900,000 900,000 12/1/2023 4.375% 945,000 945,000 12/1/2024 5.000% 1,000,000 1,000,000 12/1/2025 5.000% 1,050,000 1,050,000 12/1/2026 5.000% 1,105,000 1,105,000 12/1/2027 5.000% 1,165,000 1,165,000 $10,710,000 $ 10,710,000 The 2016 - 2018 maturities will be redeemed at maturity at par. The 2019 - 2027 maturities will be redeemed prior to original maturity on December 1, 2018 at par. APPENDIX A GENERAL INFORMATION REGARDING THE CITY PROFILE OF THE GOVERNMENT Originally incorporated on September 26, 1866, the City of Denton is now 97.411 square miles and has an estimated population of 122,759. The City is a home rule city and operates under the Council -Manager form of government. The elected seven - member council consists of a Mayor and six Council Members. The Mayor and two Council Members are elected at large, while the remaining representatives are elected from single member districts. The City Council enacts local laws, determines policy, and adopts the annual budget, and the City Manager is the chief executive officer for the City. The City of Denton is located in the northern portion of the Dallas/Fort Worth Consolidated Metropolitan Statistical Area (CMSA). The City is a part of the Dallas/Fort Worth Metroplex, and is situated at the apex of a triangle based by Dallas (37 miles to the southeast) and Fort Worth (35 miles to the southwest) providing excellent access to and from all parts of the area. The City provides a full range of general government services to its citizens including: public safety (police and fire protection); public works (construction and maintenance of highways, streets and infrastructure); parks and recreation; library; planning and zoning; economic development; and general administrative services. The City's enterprise fund operations consist of a utility system, solid waste, and airport operations. The City's utility system provides electric, water and wastewater services. The internal service operations consist of the Materials Management, Fleet Services, Risk Retention, Health Insurance, Engineering Services and Technology Services funds. The Materials Management Fund accounts for the financing of Warehouse and Purchasing services which are provided to other City departments. The Fleet Services Fund accounts for the financing of goods and services provided by the municipal garage to other departments within the City. The Risk Retention Fund accounts for the accumulation of resources for the payment of workers' compensation, general liability claims, and insurance policies. The Health Insurance Fund accounts for administration of the self-insurance program for health coverage in the City. The Engineering Services Fund accounts for the provision of internal engineering services to various City operations and capital projects. The Technology Services Fund provides support for the various information and computer systems within the City. The financial statements presented include all government activities, organizations, and functions for which the City is financially accountable as defined by the Governmental Accounting Standards Board (GASB). LOCAL ECONOMY The City of Denton's tax base continues to grow with an average growth rate of 5.97% over the last 10 years. Recently, the City's tax base grew by 3.91% in FY 2013-14, 11.72% in FY 2014-15 and 8.54% in FY 2015-16. After property tax revenues, the second largest source of revenue in the General Fund is sales tax. Representing approximately 32% of overall revenue in the General Fund, sales tax is a significant revenue source that is dependent upon a variety of economic factors. For FY 2014-15, total sales tax revenues equaled $30,601,965, which is $2,837,851 or 10.2%, more than the prior year collections of $27,764,114. For FY 2015-16, sales tax collections are conservatively budgeted to increase by 1.1% over FY 2014-15 actual receipts. Increased strength in employment and growth in new residential and commercial construction are leading indicators of continued growth in the City's property tax base and sales tax collections. The City of Denton's not seasonally adjusted unemployment rate remains well below state and national levels at 3.3 percent in 2015 which declined from 4.1 percent for 2014. The State of Texas not seasonally adjusted unemployment rate has also declined from 5.1 percent in 2014 to 4.4 percent in 2015. The City of Denton has issued 784 residential and commercial building permits for calendar year 2015, at an estimated value of $495 million. This compares to a total of 686 commercial and residential permits issued for calendar year 2014 at an estimated value of $368 million. The following two charts highlight the strength of the local economy over the last ten years by displaying the City of Denton's unemployment rate compared to Texas and the United States and the taxable property values per capita in the City of Denton. eqmluar If r..€rp[dyi'U Lr It s.., r a�� 'md DC_rU','r A - I Fiscal year 2014-15 brought exciting news in economic development. Listed below are just a few of the highlights: • The Rayzor Ranch mixed-use development has received a great deal of attention and interest from the community. Rayzor Ranch Marketplace located in the north side of the development has constructed over 400,000 square feet of retail and commercial space. Sam's Club and Wal-Mart anchor the Market Place with 137,381 and 189,929 square feet, respectively. Some of the new stores in the development include: Academy Sports and Outdoors, Salons by JC, Colorful Hearing, Kohl's, Boot Barn, and DK Foot and Casual. A 33,000 square foot building, which will house Guitar Center and a retail tenant, opened in October, 2015. A Taco Cabana has also opened in the Marketplace. • Two phases are planned for the Rayzor Ranch Town Center, located on the south side of the development. Heritage Trail Boulevard will be constructed to allow access to the two phases on the east side of the development. Phase I, which will be completed in 2016, includes the construction of a Cinemark Movie Bistro, WinCo, Chili's, Raising Cane, and an In - N -Out Burger. This phase also includes a Convention Center and Hotel described in more detail in the next paragraph. O'Reilly Hotel Partners Denton's (OHPD) convention center and hotel development plans include the construction of a 285-318 room Embassy Suites Hotel, an approximately 70,000 square foot convention center, and a Houlihan's restaurant. The anticipated convention center meeting space is approximately 37,850 square feet. The meeting space would be of sufficient size to accommodate conventions with up to 650 participants with a Grand Banquet room that will hold up to 1,750 people for banquet -style events. The hotel and convention center would be managed by O'Reilly Hospitality Management (OHM). The convention center and hotel will be located in the Rayzor Ranch Town Center. As a major anchor for the Town Center, the convention center and hotel can capitalize on the synergy associated with the planned shopping, entertainment, and restaurants located nearby. The Railyard (Stoke) downtown project is located in the Tax Increment Reinvestment Zone (TIRZ) Number One, Downtown Implementation Plan (DTIP) and Transit Oriented Development (TOD) area. Rail Yard Partners, LTD. is renovating an existing 28,000 square foot building as a part of a larger transit -oriented catalyst project. They will invest an initial $12 million in the co -working and mixed-use space. The City will lease 9,216 square feet for a collaborative working space. A separate Agreement with the Dallas Entrepreneur Center (DEC) is planned. The DEC, which has similar entrepreneur resource centers in Addison and North Dallas, would offer memberships, technical assistance, mentorship and program events to help foster local business growth in Denton. The development also includes a residential component with 110 apartment/loft units. • WinCo Foods has acquired approximately 77 acres in the Westpark Tax Increment Reinvestment Zone Number Two area of Denton. They plan on constructing a regional, multi -state distribution facility for consumer products. The 800,000+/- square foot distribution facility is to be located on the west side of Western Boulevard, just north of Airport Road. WinCo is a regional retailer with multiple distribution facilities across the United States. This particular project would include approximately $130 million in capital investment and would create 165 jobs with an annual payroll of around $7.2 million. A-2 APPENDIX B EXCERPTS FROM THE CITY OF DENTON, TEXAS COMPREHENSIVE ANNUAL FINANCIAL REPORT For the Year Ended September 30, 2015 The information contained in this Appendix consists of excerpts from the City of Denton, Texas Comprehensive Annual Financial Report for the Year Ended September 30, 2015, and is not intended to be a complete statement of the City's financial condition. Reference is made to the complete Report for further information. APPENDIX C FORM OF BOND COUNSEL'S OPINION sAlegal\our documents\ordinances\16\ordinance v4.docx ORDINANCE NO. 2016 - AN ORDINANCE CONSIDERING ALL MATTERS INCIDENT AND RELATED TO THE ISSUANCE, SALE AND DELIVERY OF UP TO $46,000,000 IN PRINCIPAL AMOUNT OF "CITY OF DENTON GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016"; AUTHORIZING THE ISSUANCE OF THE BONDS; DELEGATING THE AUTHORITY TO CERTAIN CITY OFFICIALS TO EXECUTE CERTAIN DOCUMENTS RELATING TO THE SALE OF THE BONDS; APPROVING AND AUTHORIZING INSTRUMENTS AND PROCEDURES RELATING TO SAID BONDS; ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas (the "Issuer") has previously issued, and there are presently outstanding revenue bonds of the Issuer secured by a pledge of revenues derived by the Issuer from the ownership and operation of the Issuer's Utility System (consisting of the Issuer's combined waterworks system, sanitary sewer system, and electric light and power system); and WHEREAS, the Issuer now desires to refund all of the outstanding revenue bonds described in Schedule I attached hereto and incorporated herein (the "Eligible Refunded Bonds"), and those Eligible Refunded Bonds designated by the Pricing Officer in the Pricing Certificate, each as defined below, to be refunded are herein referred to as the "Refunded Bonds"; and WHEREAS, Chapter 1207, Texas Government Code, as amended ("Chapter 1207) authorizes the Issuer to issue refunding bonds and to deposit the proceeds from the sale thereof, together with any other available finds or resources, directly with a paying agent for the Refunded Bonds or a trust company or commercial bank that does not act as a depository for the Issuer and is named in these proceedings, and such deposit, if made before the payment dates of the Refunded Bonds, shall constitute the making of firm banking and financial arrangements for the discharge and final payment of the Refunded Bonds; and WHEREAS, Chapter 1207 further authorizes the Issuer to enter into an escrow or similar agreement With such paying agent for the Refunded Bonds or trust company or commercial bank with respect to the safekeeping, investment, reinvestment, administration and disposition of any such deposit, upon such terms and conditions as the Issuer and such paying agent or trust company or commercial bank may agree; and WHEREAS, the City Council hereby finds and declares a public purpose and it is in the best interests of the Issuer to refund the Refunded Bonds in order to achieve a debt service savings, with such savings, among other information and terms to be included in a pricing certificate (the "Pricing Certificate") to be executed by the Pricing Officer (hereinafter designated), all in accordance with the provisions of Section 1207.007, Texas Government Code; and WHEREAS, all the Refunded Bonds mature or are subject to redemption prior to maturity within 20 years of the date of the bonds hereinafter authorized; and WHEREAS, the bonds hereinafter authorized to be issued are to be issued, sold and delivered pursuant to the general laws of the State of Texas, including Chapter 1207 and Chapter 1371, Texas Government Code, as amended, and the Issuer's Home Rule Charter; and WHEREAS, it is officially found, determined, and declared that the meeting at which this Ordinance has been adopted was open to the public and public notice of the time, place and subject matter of the public business to be considered and acted upon at said meeting, including this Ordinance, was given, all as required by the applicable provisions of Texas Government Code Chapter 551; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: sAlegal\our documents\ordinances\16\ordinance v4.docx SECTION 1. RECITALS, AMOUNT, PURPOSE AND DESIGNATION OF THE BONDS. (a) The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. (b) The term "Bonds" as used in this Ordinance shall mean and include collectively the bond initially issued and delivered pursuant to this Ordinance (the "Initial Bond") and all substitute bonds exchanged therefor, as well as all other substitute bonds and replacement bonds issued pursuant hereto, and the term "Bond" shall mean any of the Bonds. (c) The Bonds of the City of Denton, Texas (the "Issuer") are hereby authorized to be issued and delivered in the maximum aggregate principal amount of $46,000,000 for the public purpose of refunding the Refunded Bonds and to pay the costs associated with the issuance of the Bonds. (d) Each bond issued pursuant to this Ordinance shall be designated: "CITY OF DENTON GENERAL OBLIGATION REFUNDING BOND, SERIES 2016," and initially there shall be issued, sold, and delivered hereunder fully registered bonds, without interest coupons, payable to the respective registered owners thereof (with the Initial Bond being made payable to the Purchaser as described in Section 10 hereof), or to the registered assignee or assignees of said Bonds or any portion or portions thereof (in each case, the "Registered Owner"). The Bonds shall be in the respective principal amounts, shall be numbered, shall mature and be payable on the date or dates in each of the years and in the principal amounts, and shall bear interest to their respective dates of maturity or redemption prior to maturity at the rates per annum, as set forth in the Pricing Certificate. SECTION 2. DELEGATION TO PRICING OFFICER. (a) As authorized by Sections 1207.007 and 1371.053, Texas Government Code, as amended, the City Manager or an Assistant City Manager (the "Pricing Officer") is hereby authorized to act on behalf of the Issuer in selling and delivering the Bonds, determining which of the Eligible Refunded Bonds shall be refunded and carrying out the other procedures specified in this Ordinance, including, determining the date of sale of the Bonds, the date of the Bonds, any additional or different designation or title by which the Bonds shall be known, the price at which the Bonds will be sold, the years in which the Bonds will mature, the principal amount to mature in each of such years, the rate of interest to be borne by each such maturity, the interest payment and record dates, the price and terms upon and at which the Bonds shall be subject to redemption prior to maturity at the option of the Issuer, as well as any mandatory sinking fund redemption provisions, and all other matters relating to the issuance, sale, and delivery of the Bonds and the refunding of the Refunded Bonds, including without limitation establishing the redemption date for and effecting the redemption of the Refunded Bonds, obtaining municipal bond insurance for all or any portion of the Bonds (including in connection therewith the execution of any commitment agreements, membership agreements in mutual insurance companies, and other similar agreements) and providing for the terms and provisions thereof applicable to the Bonds, and modifying the securities and obligations included as "Government Obligations" under this Ordinance, all of which shall be specified in the Pricing Certificate; provided that: (i) the aggregate original principal amount of the Bonds shall not exceed $46,000,000; (ii) the maximum stated maturity of the Bonds shall not exceed February 15, 2030; (iii) the Bonds shall bear interest at a fixed rate, and the net effective interest rate on the Bonds shall not exceed 3.00%; Page 2 sAlegal\our documents\ordinances\16\ordinance v4.docx (iv) the refunding of the Refimded Bonds must produce present value debt service savings of at least 3.00%, net of any Issuer contribution; (v) the delegation made hereby shall expire if not exercised by the Pricing Officer through execution of the Pricing Certificate on or prior to November 2, 2016; and (vi) on or prior to delivery, the Bonds shall be rated by a nationally recognized rating agency for municipal securities in one of the four highest categories for long-term obligations. (b) A Pricing Officer shall cause Bonds to be issued to refund all Eligible Refunded Bonds within the parameters set forth herein to the extent the Refunded Bonds are not defeased with cash on hand. (c) In establishing the aggregate principal amount of the Bonds, the Pricing Officer shall establish an amount not exceeding the amount authorized in Subsection (a) hereof, which shall be sufficient in amount to provide for the purposes for which the Bonds are authorized and to pay costs of issuing the Bonds. The Bonds shall be sold with and subject to such terms as set forth in the Pricing Certificate. SECTION 3. CHARACTERISTICS OF THE BONDS. (a) Registration Transfer Conversion and Exchange; Authentication. The Issuer shall keep or cause to be kept at the principal corporate trust office of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, (the "Paying Agent/Registrar"), books or records for the registration of the transfer, conversion and exchange of the Bonds (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers, conversions and exchanges under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations, transfers, conversions and exchanges as herein provided. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Registered Owner of each Bond to which payments with respect to the Bonds shall be mailed, as herein provided; but it shall be the duty of each Registered Owner to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration, transfer, conversion, exchange and delivery of a substitute Bond or Bonds. Registration of assignments, transfers, conversions and exchanges of Bonds shall be made in the manner provided and with the effect stated in the FORM OF BOND set forth in this Ordinance. Each substitute Bond shall bear a letter and/or number to distinguish it from each other Bond. Except as provided in Section 3(c) of this Ordinance, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Bond, date and manually sign said Bond, and no such Bond shall be deemed to be issued or outstanding unless such Bond is so executed. The Paying Agent/Registrar promptly shall cancel all paid Bonds and Bonds surrendered for conversion and exchange. No additional ordinances, orders, or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing conversion and exchange of any Bond or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution, and delivery of the substitute Bonds in the manner prescribed herein, and said Bonds shall be printed or typed on paper of customary weight and strength. Pursuant to Chapter 1201, Government Code, as amended, the duty of conversion and exchange of Bonds as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, Page 3 sAlegal\our documents\ordinances\16\ordinance v4.docx upon the execution of said Bond, the converted and exchanged Bond shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Bonds that initially were issued and delivered pursuant to this Ordinance, approved by the Attorney General of the State of Texas (the "Attorney General") and registered by the Comptroller of Public Accounts of the State of Texas (the "Comptroller"). (b) Payment of Bonds and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Bonds, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Bonds, and of all conversions and exchanges of Bonds, and all replacements of Bonds, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the past due interest shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Bonds (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Bonds to be payable only to the Registered Owners thereof, (ii) may or shall be redeemed prior to their scheduled maturities (notice of which shall be given to the Paying Agent/Registrar by the Issuer at least 45 days prior to any such redemption date), (iii) may be converted and exchanged for other Bonds, (iv) may be transferred and assigned, (v) shall have the characteristics, (vi) shall be signed, sealed, executed and authenticated, (vii) the principal of and interest on the Bonds shall be payable, and (viii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Bonds, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF BOND set forth in this Ordinance (as modified in the Pricing Certificate). The Initial Bond is not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Bond issued in conversion of and exchange for any Bond or Bonds issued under this Ordinance the Paying Agent/Registrar shall execute the Paying Agent/Registrar's Authentication Certificate, in the form set forth in the FORM OF BOND. (d) Pang Agent/Registrar for the Bonds. The Issuer covenants with the Registered Owners of the Bonds that at all times while the Bonds are outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution, or other entity to act as and perform the services of Paying Agent/Registrar for the Bonds under this Ordinance, and that the Paying Agent/Registrar will be a single entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 120 days written notice to the Paying Agent/Registrar, to be effective not later than 60 days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Bonds, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to each Registered Owner of the Bonds, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. Page 4 sAlegal\our documents\ordinances\16\ordinance v4.docx (e) Authentication. Except as provided below, no Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit of this Ordinance unless and until there appears thereon the Paying Agent/Registrar's Authentication Certificate substantially in the form provided in this Ordinance, duly authenticated by manual execution of the Paying Agent/Registrar. It shall not be required that the same authorized representative of the Paying Agent/Registrar sign the Paying Agent/Registrar's Authentication Certificate on all of the Bonds. In lieu of the executed Paying Agent/Registrar's Authentication Certificate described above, the Initial Bond delivered on the closing date shall have attached thereto the Comptroller's Registration Certificate substantially in the form provided in this Ordinance, manually executed by the Comptroller or by her duly authorized agent, which certificate shall be evidence that the Initial Bond has been duly approved by the Attorney General and that it is a valid and binding obligation of the Issuer, and has been registered by the Comptroller. (f) Book -Entry -Only System. The Bonds issued in exchange for the Initial Bond shall be initially issued in the form of a separate single fully registered Bond for each of the maturities thereof. Upon initial issuance, the ownership of each such Bond shall be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"), and except as provided in subsection (g) hereof, all of the outstanding Bonds shall be registered in the name of Cede & Co., as nominee of DTC. With respect to Bonds registered in the name of Cede & Co., as nominee of DTC, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation to any securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations on whose behalf DTC was created ("DTC Participant") to hold securities to facilitate the clearance and settlement of securities transactions among DTC Participants or to any person on behalf of whom such a DTC Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Issuer and the Paying Agent/Registrar shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any DTC Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any DTC Participant or any other person, other than a Registered Owner of Bonds, as shown on the Registration Books, of any notice with respect to the Bonds, or (iii) the payment to any DTC Participant or any other person, other than a Registered Owner of Bonds, as shown in the Registration Books of any amount with respect to principal of or interest on the Bonds. Notwithstanding any other provision of this Ordinance to the contrary, the Issuer and the Paying Agent/Registrar shall be entitled to treat and consider the person in whose name each Bond is registered in the Registration Books as the absolute owner of such Bond for the purpose of payment of principal and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bond, and for all other purposes whatsoever. The Paying Agent/Registrar shall pay all principal of and interest on the Bonds only to or upon the order of the Registered Owners, as shown in the Registration Books as provided in this Ordinance, or their respective attorneys duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to payment of principal of and interest on the Bonds to the extent of the sum or sums so paid. No person other than a Registered Owner, as shown in the Registration Books, shall receive a Bond evidencing the obligation of the Issuer to make payments of principal and interest pursuant to this Ordinance. Upon delivery by DTC to the Paying Agent/Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions in this Ordinance with respect to interest checks being mailed to the Registered Owner at the close of business on the Record Date, the words "Cede & Co." in this Ordinance shall refer to such new nominee of DTC. The previous execution and delivery of the Blanket Issuer Letter of Representations with respect to obligations of the Issuer is hereby ratified and confirmed; and the provisions thereof shall be fully applicable to the Bonds. Page 5 s:\legal\our documents\ordinances\16\ordinance v4.docx (g) Successor Securities Depository; Transfers Outside Book -Entry Only s� tem. In the event that the Issuer determines that DTC is incapable of discharging its responsibilities described herein and in the Blanket Issuer Letter of Representations to DTC or that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated Bonds, the Issuer shall (i) appoint a successor securities depository, qualified to act as such under Section 17A of the Securities and Exchange Act of 1934, as amended, notify DTC and DTC Participants of the appointment of such successor securities depository and transfer one or more separate Bonds to such successor securities depository or (ii) notify DTC and DTC Participants of the availability through DTC of Bonds and transfer one or more separate certificated Bonds to DTC Participants having Bonds credited to their DTC accounts. In such event, the Bonds shall no longer be restricted to being registered in the Registration Books in the name of Cede & Co., as nominee of DTC, but may be registered in the name of the successor securities depository, or its nominee, or in whatever name or names Registered Owners transferring or exchanging Bonds shall designate, in accordance with the provisions of this Ordinance. (h) Payments to Cede & Co. Notwithstanding any other provision of this Ordinance to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on such Bond and al l notices with respect to such Bond shall be made and given, respectively, in the manner provided in the Blanket Issuer Letter of Representations to DTC. (i) Cancellation of Initial Bond. On the closing date, the Initial Bond, representing the entire principal amount of the Bonds, payable in stated installments to the purchaser designated in Section 10 or its designee, executed by manual or facsimile signature of the Mayor and City Secretary of the Issuer, approved by the Attorney General, and registered and manually signed by the Comptroller, will be delivered to such purchaser or its designee. Upon payment for the Initial Bond, the Paying Agent/Registrar shall cancel the Initial Bond and deliver to DTC on behalf of such purchaser one registered definitive Bond for each year of maturity of the Bonds, in the aggregate principal amount of all of the Bonds for such maturity. To the extent that the Paying Agent/Registrar is eligible to participate in DTC's FAST System, pursuant to an agreement between the Paying Agent/Registrar and DTC, the Paying Agent/Registrar shall hold the definitive Bonds in safekeeping for DTC. 0) Conditional Notice of Redemption. With respect to any optional redemption of the Bonds, unless the prerequisites to such redemption required by this Ordinance have been met and moneys sufficient to pay the principal of and premium, if any, and interest on the Bonds to be redeemed shall have been received by the Paying Agent/Registrar prior to the giving of such notice of redemption, such notice shall state that said redemption may, at the option of the Issuer, be conditional upon the satisfaction of such prerequisites and receipt of such moneys by the Paying Agent/Registrar on or prior to the date fixed for such redemption, or upon any prerequisite set forth in such notice of redemption. If a conditional notice of redemption is given and such prerequisites to the redemption and sufficient moneys are not received, such notice shall be of no force and effect, the Issuer shall not redeem such Bonds and the Paying Agent/Registrar shall give notice, in the manner in which the notice of redemption was given, to the effect that the Bonds have not been redeemed. SECTION 4. FORM OF BONDS. The form of the Bonds, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Comptroller's Registration Certificate to be attached to the Bonds initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions or insertions as are permitted or required by this Ordinance, and with the Form of Bond to be modified pursuant to, and completed with information set forth in, the Pricing Certificate. (a) [Form of Bond] Page 6 s:Uegahour documents\ordinances\16\ordinance v4.doex NO. R- UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT CITY OF DENTON $ GENERAL OBLIGATION REFUNDING BOND SERIES 2016 Interest Rate Dated Date Maturity Date CUSIP No. 120 February 15, REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS ON THE MATURITY DATE specified above, the City of Denton, in Denton County, Texas (the 'Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on the Maturity Date specified above, the Principal Amount specified above. The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360 -day year of twelve 30 -day months) from _, 2016 at the Interest Rate per annum specified above. Interest is payable on , 20_ and semiannually on each and thereafter to the Maturity Date specified above, or the date of redemption prior to maturity; except, if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full. THE PRINCIPAL OF AND INTEREST ON this Bond are payable in lawful money of the United States of America, without exchange or collection charges. The principal of this Bond shall be paid to the Registered Owner hereof upon presentation and surrender of this Bond at maturity, or upon the date fixed for its redemption prior to maturity, at the principal corporate trust office of The Bank of New York Mellon Trust Company, National Association, Dallas, Texas, which is the "Paying Agent/Registrar" for this Bond. The payment of interest on this Bond shall be made by the Paying Agent/Registrar to the Registered Owner hereof on each interest payment date by check or draft, dated as of such interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the ordinance authorizing the issuance of this Bond (the "Bond Ordinance") to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Registered Owner hereof, at its address as it appeared on the last business day of the month preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Registered Owner. hl the event of a non- payment of interest on a scheduled payment date, and for 30 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Page 7 sAlegal\our documents\ordinances\16\ordinance v4.docx Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of each Registered Owner of a Bond appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. ANY ACCRUED INTEREST due at maturity or upon the redemption of this Bond prior to maturity as provided herein shall be paid to the Registered Owner upon presentation and surrender of this Bond for redemption and payment at the principal corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the Registered Owner of this Bond that on or before each principal payment date, interest payment date, and accrued interest payment date for this Bond it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the Bond Ordinance, the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Bonds, when due. IF THE DATE for the payment of the principal of or interest on this Bond shall be a Saturday, Sunday, a legal holiday or a day on which banking institutions in the city where the principal corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day that is not such a Saturday, Sunday, legal holiday or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. THIS BOND is one of a series of Bonds dated [ _, 2016], authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of [$ ] for the public purpose of refunding the Refunded Bonds and to pay the costs associated with the issuance of the Bonds. ON , 20, or on any date thereafter, the Bonds of this series may be redeemed prior to their scheduled maturities, at the option of the Issuer, with funds derived from any available and lawful source, as a whole, or in part, and, if in part, the particular Bonds, or portions thereof, to be redeemed shall be selected and designated by the Issuer (provided that a portion of a Bond may be redeemed only in an integral multiple of $5,000), at a redemption price equal to the principal amount to be redeemed plus accrued interest to the date fixed for redemption. [THE BONDS scheduled to mature on in the years and ( the "Term Bonds") are subject to scheduled mandatory redemption by the Paying Agent/Registrar by lot, or by any other customary method that results in a random selection, at a price equal to the principal amount thereof, plus accrued interest to the redemption date, out of moneys available for such purpose in the interest and sinking fund for the Bonds, on the dates and in the respective principal amounts, set forth in the following schedule: Term Bond Term Bond Maturity: February 15, 20 Maturity: February 15,20_ Mandatory Redemption Date February 15,20 February 15,20 February 15,20_ February 15,20 (maturity) Principal Amount Mandatory Redemption Date $ February 15,20 February 15,20 February 15,20_ February 15,20_ (maturity) Page 8 Principal Amount s:\legal\our documents\ordinances\16\ordinance v4.docx The principal amount of Term Bonds of a stated maturity required to be redeemed on any mandatory redemption date pursuant to the operation of the mandatory sinking fund redemption provisions shall be reduced, at the option of the Issuer, by the principal amount of any Term Bonds of the same maturity which, at least 50 days prior to a mandatory redemption date (1) shall have been acquired by the Issuer at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase thereof, and delivered to the Paying Agent/Registrar for cancellation, (2) shall have been purchased and canceled by the Paying Agent/Registrar at the request of the Issuer at a price not exceeding the principal amount of such Term Bonds plus accrued interest to the date of purchase, or (3) shall have been redeemed pursuant to the optional redemption provisions and not theretofore credited against a mandatory redemption requirement.] AT LEAST 30 days prior to the date fixed for any redemption of Bonds or portions thereof prior to maturity a written notice of such redemption shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, to the Registered Owner of each Bond to be redeemed at its address as it appeared on the 45th day prior to such redemption date; provided, however, that the failure of the Registered Owner to receive such notice, or any defect therein or in the sending or mailing thereof, shall not affect the validity or effectiveness of the proceedings for the redemption of any Bond. By the date fixed for any such redemption due provision shall be made with the Paying Agent/Registrar for the payment of the required redemption price for the Bonds or portions thereof that are to be so redeemed. If such written notice of redemption is sent and if due provision for such payment is made, all as provided above, the Bonds or portions thereof that are to be so redeemed thereby automatically shall be treated as redeemed prior to their scheduled maturities, and they shall not bear interest after the date fixed for redemption, and they shall not be regarded as being outstanding except for the right of the Registered Owner to receive the redemption price from the Paying Agent/Registrar out of the funds provided for such payment. If a portion of any Bond shall be redeemed, a substitute Bond or Bonds having the same maturity date, bearing interest at the same rate, in any denomination or denominations in any integral multiple of $5,000, at the written request of the Registered Owner, and in aggregate principal amount equal to the unredeemed portion thereof, will be issued to the Registered Owner upon the surrender thereof for cancellation, at the expense of the Issuer, all as provided in the Bond Ordinance. IF AT THE TIME OF MAILING of notice of optional redemption there shall not have either been deposited with the Paying Agent/Registrar or legally authorized escrow agent immediately available funds sufficient to redeem all the Bonds called for redemption, such notice may state that it is conditional, and is subject to the deposit of the redemption moneys with the Paying Agent/Registrar or legally authorized escrow agent at or prior to the redemption date or any prerequisite set forth in such notice of redemption. If such redemption is not effectuated, the Paying Agent/Registrar shall, within five days thereafter, give notice in the manner in which the notice of redemption was given that such moneys were not so received or such prerequisites were not met and shall rescind the redemption. ALL BONDS OF THIS SERIES are issuable solely as fully registered bonds, without interest coupons, in the denomination of any integral multiple of $5,000. As provided in the Bond Ordinance, this Bond may, at the request of the Registered Owner or the assignee or assignees hereof, be assigned, transferred, converted into and exchanged for a like aggregate principal amount of fully registered Bonds, without interest coupons, payable to the appropriate Registered Owner, assignee or assignees, as the case may be, having the same denomination or denominations in any integral multiple of $5,000 as requested in writing by the appropriate Registered Owner, assignee or assignees, as the case may be, upon surrender of this Bond to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Bond Ordinance. Among other requirements for such assignment and transfer, this Bond must be presented and surrendered to the Paying Agent/Registrar, together with proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing Page 9 sAlegahour documents\ordinances\16\ordinance v4.docx assignment of this Bond or any portion or portions hereof in any integral multiple of $5,000 to the assignee or assignees in whose name or names this Bond or any such portion or portions hereof is or are to be registered. The Form of Assignment printed or endorsed on this Bond may be executed by the Registered Owner to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Bond or any portion or portions hereof from time to time by the Registered Owner. The Paying Agent/Registrar's reasonable standard or customary fees and charges for assigning, transferring, converting and exchanging any Bond or portion thereof will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment, transfer, conversion or exchange, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer, conversion, or exchange (i) during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following principal or interest payment date, or (ii) with respect to any Bond or any portion thereof called for redemption prior to maturity, within 45 days prior to its redemption date. IN THE EVENT any Paying Agent/Registrar for the Bonds is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Bond Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Registered Owners of the Bonds. IT IS HEREBY certified, recited and covenanted that this Bond has been duly and validly authorized, issued and delivered; that all acts, conditions and things required or proper to be performed, exist and be done precedent to or in the authorization, issuance and delivery of this Bond have been performed, existed and been done in accordance with law; and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Bond, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed by law. THE ISSUER HAS RESERVED THE RIGHT to amend the Bond Ordinance as provided therein, and under some (but not all) circumstances amendments thereto must be approved by the Registered Owners of a majority in aggregate principal amount of the outstanding Bonds. BY BECOMING the Registered Owner of this Bond, the Registered Owner thereby acknowledges all of the terms and provisions of the Bond Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Bond Ordinance is duly recorded and available for inspection in the official minutes and records of the governing body of the Issuer, and agrees that the terms and provisions of this Bond and the Bond Ordinance constitute a contract between each Registered Owner hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed with the manual or facsimile signature of the Mayor of the Issuer (or in the Mayor's absence, of the Mayor Pro -Tem) and countersigned with the manual or facsimile signature of the City Secretary of said Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Bond. (SEAL) City Secretary Mayor [INSERT BOND INSURANCE LEGEND, IF ANY] Page 10 sAlegal\our d0cuments\ordinances\16\ordinance v4.doex (b) [Form of Paying Agent/Registrar's Authentication Certificate] PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE (To be executed if this Bond is not accompanied by an executed Comptroller's Registration Certificate) It is hereby certified that this Bond has been issued under the provisions of the Bond Ordinance described in the text of this Bond; and that this Bond has been issued in conversion or replacement of, or in exchange for, a bond, bonds, or a portion of a bond or bonds of a series that originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated: (c) [Form of Assignment] For value received, the The Bank of New York Mellon Trust Company, National Association, Dallas, Texas Paying Agent/Registrar Bv: Authorized Representative ASSIGNMENT undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code, of Transferee.) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints 'attorney, to register the transfer of the within Bond on the books kept for registration thereof, with frill power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution participating in a securities transfer association recognized signature guarantee program. NOTICE: The signature above must correspond with the name of the Registered Owner as it appears upon the front of this bond in every particular, without alteration or enlargement or any change whatsoever. Page I I s\legal\our d0cuments\ordinances\16\ordinance v4.doex (d) [Form of Comptroller's Registration Certificate] COMPTROLLER'S REGISTRATION CERTIFICATE: REGISTER NO. I hereby certify that this Bond has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and that this Bond has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (COMPTROLLER'S SEAL) (e) [Initial Bond Insertions] (i) The Initial Bond shall be in the form set forth in paragraph (a) of this Section, except that: A. immediately under the name of the Bond, the headings "Interest Rate" and "Maturity Date" shall both be completed with the words "As shown below" and "CUSIP No. " shall be deleted. B. the first paragraph shall be deleted and the following will be inserted: "THE CITY OF DENTON, TEXAS, in Denton County, Texas (the "Issuer"), being a political subdivision and municipal corporation of the State of Texas, hereby promises to pay to the Registered Owner specified above, or registered assigns (hereinafter called the "Registered Owner"), on February 15 in each of the years, in the principal installments and bearing interest at the per annum rates set forth in the following schedule: Years Principal Amounts Interest Rates (Information from Pricing Certificate to be inserted) The Issuer promises to pay interest on the unpaid principal amount hereof (calculated on the basis of a 360 - day year of twelve 30 -day months) from , 2016 at the respective Interest Rate per annum specified above. Interest is payable on 20_, and semiannually on each and thereafter to the date of payment of the principal installment specified above, or the date of redemption prior to maturity; except, that if this Bond is required to be authenticated and the date of its authentication is later than the first Record Date (hereinafter defined), such Principal Amount shall bear interest from the interest payment date next preceding the date of authentication, unless such date of authentication is after any Record Date but on or before the next following interest payment date, in which case such principal amount shall bear interest from such next following interest payment date; provided, however, that if on the date of authentication hereof the interest on the Bond or Bonds, if any, for which this Bond is being exchanged is due but has not been paid, then this Bond shall bear interest from the date to which such interest has been paid in full." C. The Initial Bond shall be numbered "T-1." Page 12 Olegal\our documents\ordinances\16\ordinance v4.docx SECTION 5. INTEREST AND SINKING FUND. (a) A special Interest and Sinking Fund (the "Interest and Sinking Fund") is hereby created solely for the benefit of the Bonds, and the Interest and Sinking Fund shall be established and maintained by the Issuer at an official depository bank of the Issuer. The Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Bonds. All ad valorem taxes levied and collected for and on account of the Bonds, together with any accrued interest received upon sale of the Bonds, shall be deposited, as collected, to the credit of the Interest and Sinking Fund. During each year while any of the Bonds or interest thereon are outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate and amount of ad valorem tax which will be sufficient to raise and produce the money required to pay the interest on the Bonds as such interest becomes due, and to provide and maintain a sinking fund adequate to pay the principal of its Bonds as such principal matures or is scheduled for redemption (but never less than 2% of the original principal amount of the Bonds as a sinking fund each year). Said tax shall be based on the latest approval tax rolls of the Issuer, with full allowance being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem tax is hereby levied, and is hereby ordered to be levied, against all taxable property in the Issuer for each year while any of the Bonds or interest thereon are outstanding and unpaid; and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient to provide for the payment of the interest on and principal of the Bonds, as such interest comes due and such principal matures or is scheduled for redemption, are hereby pledged for such payment, within the limit prescribed by law. Notwithstanding the requirements of this Section, if Surplus Revenues or other lawfully available moneys of the Issuer are actually on deposit or budgeted and appropriated to be deposited in the Interest and Sinking Fund in advance of the time when ad valorem taxes are scheduled to be levied for any year, then the amount of taxes that otherwise would have been required to be levied pursuant to this Section may be reduced to the extent and by the amount of the Surplus Revenues or other lawfully available funds then on deposit or budgeted and appropriated to be deposited in the Interest and Sinking Fund. For purposes of this Section, "Surplus Revenues" means revenues derived by the Issuer from the ownership and operation of the Issuer's Utility System (consisting of its combined waterworks system, sanitary sewer system, and electric light and power system) that remain after the payment of all maintenance and operation expenses thereof, and all debt service, reserve and other requirements in connection with all of the Issuer's revenue obligations (now or hereafter outstanding) or contractual obligations (now or hereafter existing) which are payable from all or any part of the net revenues of the Issuer's Utility System. If Surplus Revenues are budgeted and appropriated for deposit into the Interest and Sinking Fund, the Issuer: (i) shall transfer and deposit in the Interest and Sinking Fund each month an amount of not less than 1/12th of the annual debt service on the Bonds to be paid from Surplus Revenues until the amount on deposit in the Interest and Sinking Fund equals the amount required for annual debt service on the Bonds; (ii) shall establish, adopt and maintain an annual budget that provides for either the monthly deposit of sufficient Surplus Revenues and/or tax revenues, the monthly deposit of any other legally available funds on hand at the time of the adoption of the annual budget, or a combination thereof, into the Interest and Sinking Fund for the repayment of the Bonds; and (iii) shall at all times maintain and collect sufficient Utility System rates and charges in conjunction with any other legally available funds that, after payment of the costs of operating and maintaining the Utility System, produce revenues in an amount not less than the debt service requirements of all outstanding Utility System revenue bonds of the Issuer and other obligations of the Issuer which are secured in whole or in part by a pledge of revenues of the Utility System and for which the Issuer is Page 13 sAlegal\our documents\ordinances\16\ordinance v4.docx budgeting the repayment of such obligations from the revenues of the Utility System, or the Issuer shall provide documentation which evidences the levy of an ad valorem tax rate dedicated to the Interest and Sinking Fund, in conjunction with any other legally available funds except Utility System rates and charges, sufficient for the repayment of Utility System debt service requirements. (b) Chapter 1208, Texas Government Code, applies to the issuance of the Bonds and the pledge of the taxes granted by the Issuer under this Section and Section 9, respectively, and is therefore valid, effective, and perfected. Should Texas law be amended at any time while the Bonds are outstanding and unpaid, the result of such amendment being that the pledge of the taxes granted by the Issuer under this Section is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, in order to preserve to the Registered Owners of the Bonds a security interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under Texas law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing of a security interest in said pledge to occur. SECTION 6. DEFEASANCE OF BONDS. (a) Any Bond and the interest thereon shall be deemed to be paid, retired and no longer outstanding (a "Defeased Bond") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Bond, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow Agreement") for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Government Obligations that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Bonds shall have become due and payable. At such time as a Bond shall be deemed to be a Defeased Bond hereunder, as aforesaid, such Bond and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem taxes herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Government Obligations. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem Defeased Bonds that is made in conjunction with the payment arrangements specified in Subsection (a)(i) or (ii) of this Section shall not be irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the Defeased Bonds for redemption; (2) gives notice of the reservation of that right to the Registered Owners of the Defeased Bonds immediately following the making of the payment arrangements; and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer be invested in Government Obligations, maturing in the amounts and times as hereinbefore set forth, and all income from such Government Obligations received by the Paying Agent/Registrar that is not required for the payment of the Bonds and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Government Obligations are held for the payment of Defeased Bonds may contain provisions permitting the investment or reinvestment of such moneys in Government Obligations or the substitution of other Government Obligations upon the satisfaction of the requirements specified in Subsection (a)(i) or (ii) of this Section. All income from such Government Obligations received by the Paying Agent/Registrar which is not required for the payment of the Defeased Page 14 s:\legal\our documen1s\ordinances\16\ordinance v4.docx Bonds, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) The term "Government Obligations" means any securities and obligations now or hereafter authorized by state law that are eligible to discharge obligations such as the Bonds, including (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements, are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. (d) Until all Defeased Bonds shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Bonds the same as if they had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. (e) In the event that the Issuer elects to defease less than all of the principal amount of Bonds of a maturity, the Paying Agent/Registrar shall select, or cause to be selected, such amount of Bonds by such random method as it deems fair and appropriate. SECTION 7. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED BONDS. (a) Replacement Bonds. In the event any outstanding Bond is damaged, mutilated, lost, stolen or destroyed, the Paying Agent/Registrar shall cause to be printed, executed and delivered, a new Bond of the same principal amount, maturity and interest rate, as the damaged, mutilated, lost, stolen or destroyed Bond, in replacement for such Bond in the manner hereinafter provided. (b) Application for Replacement Bonds. Application for replacement of damaged, mutilated, lost, stolen or destroyed Bonds shall be made by tine Registered Owner thereof to the Paying Agent/Registrar. In every case of loss, theft or destruction of a Bond, the Registered Owner applying for a replacement Bond shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damagewith respect thereto. Also, in every case of loss, theft or destruction of a Bond, the Registered Owner shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft or destruction of such Bond, as the case may be. In every case of damage or mutilation of a Bond, the Registered Owner shall surrender to the Paying Agent/Registrar for cancellation the Bond so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Ordinance, in the event any such Bond shall have matured, and no default has occurred that is then continuing in the payment of the principal of, redemption premium, if any, or interest on the Bond, the Issuer may authorize the payment of the same (without surrender thereof except in tine case of a damaged or mutilated Bond) instead of issuing a replacement Bond, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Bonds. Prior to the issuance of any replacement Bond, the Paying Agent/Registrar shall charge the Registered Owner of such Bond with all legal, printing, and other expenses in connection therewith. Every replacement Bond issued pursuant to the provisions of this Section Page 15 sAlegahour documents\ordinances\16\ordinance v4.docx by virtue of the fact that any Bond is lost, stolen or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen or destroyed Bond shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance equally and proportionately with any and all other Bonds duly issued under this Ordinance. (e) Authority for Issuing Replacement Bonds. In accordance with Sec. 1206.022, Government Code, this Section 7 of this Ordinance shall constitute authority for the issuance of any such replacement Bond without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such Bonds is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Bonds in the form and manner and with the effect, as provided in Section 3(a) of this Ordinance for Bonds issued in conversion and exchange for other Bonds. SECTION 8. CUSTODY, APPROVAL, AND REGISTRATION OF BONDS; BOND COUNSEL'S OPINION; CUSIP NUMBERS AND CONTINGENT INSURANCE PROVISION, IF OBTAINED; ENGAGEMENT OF BOND COUNSEL. (a) The Mayor of the Issuer is hereby authorized to have control of the Initial Bond and all necessary records and proceedings pertaining to the Bonds pending its delivery and its investigation, examination, and approval by the Attorney General, and its registration by the Comptroller. Upon registration of the Initial Bond said Comptroller (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Bond, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Bond. The approving legal opinion of the Issuer's Bond Counsel and the assigned CUSIP numbers may, at the option of the Issuer, be printed on the Bonds issued and delivered under this Ordinance, but neither shall have any legal effect, and shall be solely for the convenience and information of the Registered Owners of the Bonds. In addition, if bond insurance is obtained, the Bonds may bear an appropriate legend as provided by the insurer. (b) The obligation of the Purchaser to accept delivery of the Bonds is subject to the Purchaser being furnished with the final, approving opinion of McCall, Parkhurst & Horton L.L.P., bond counsel to the Issuer, which opinion shall be dated as of and delivered on the date of initial delivery of the Bonds to the Purchaser. The engagement of such firm as bond counsel to the Issuer in connection with the issuance, sale and delivery of the Bonds is hereby approved and confirmed. The execution and delivery of an engagement letter between the Issuer and such firm, with respect to such services as bond counsel, is hereby authorized in such form as may be approved by the Mayor, and the Mayor is hereby authorized to execute such engagement letter. SECTION 9. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE BONDS. (a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any action that would adversely affect, the treatment of the Bonds as obligations described in section 103 of the Internal Revenue Code of 1986, as amended (the "Code"), the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Bonds (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 14l(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed or refinanced therewith are so used, such amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, Page 16 sAlegal\our documents\ordinances\16\ordinance v4.docx directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Bonds, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Bonds or the projects financed therewith (less amounts deposited into a reserve find, if any) then the amount in excess of 5 percent is used for a "private business use" that is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount that is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Bonds (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taking any action that would otherwise result in the Bonds being treated as "private activity bonds" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Bonds being 'federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Bonds, directly or indirectly, to acquire or to replace funds that were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) that produces a materially higher yield over the term of the Bonds, other than investment property acquired with: (A) proceeds of the Bonds invested for a reasonable temporary period of 3 years or less or, in the case of a refunding bond, for a period of 30 days or less until such proceeds are needed for the purpose for which the bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the rules and regulations of the United States Department of the Treasury ("Treasury Regulations"), and (C) amounts deposited in any reasonably required reserve or replacement fiend to the extent such amounts do not exceed 10 percent of the proceeds of the Bonds; (7) to otherwise restrict the use of the proceeds of the Bonds or amounts treated as proceeds of the Bonds, as may be necessary, so that the Bonds do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage) and, to the extent applicable, section 149(d) of the Code (relating to advance refundings); and (8) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Bonds) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Bonds have been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code. (b) Rebate Fund. In order to facilitate compliance with the above covenant (a)(8), a "Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including without limitation the Bondholders. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. Page 17 s:\Iegal\our documents\ordinances\16\ordinance v4.doex (c) Use of Proceeds. For purposes of the foregoing covenants (a)( I) and (a)(2), the Issuer understands that the term "Proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the Refunded Bonds expended prior to the date of issuance of the Bonds. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the United States Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated that modify or expand provisions of the Code, as applicable to the Bonds, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated that impose additional requirements applicable to the Bonds, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Bonds under section 103 of the Code. hi furtherance of such intention, the Issuer hereby authorizes and directs the Mayor or Pricing Officer to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, that may be permitted by the Code as are consistent with the purpose for the issuance of the Bonds. (d) Disposition of Projects. The Issuer covenants that the projects refinanced by the Bonds will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of nationally -recognized bond counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Bonds. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains a legal opinion that such failure to comply will not adversely affect the excludability for federal income tax proposes from gross income of the interest. SECTION 10. SALE OF BONDS AND APPROVAL OF OFFICIAL STATEMENT; FURTHER PROCEDURES. (a) The Bonds shall be sold and delivered subject to the provisions of Section 1 and Section 2 hereof through a negotiated sale, competitive sale or private placement and pursuant to the terms and provisions of a purchase contract or a notice of sale and official bid form (in either case, the "Purchase Agreement"), the terms and provisions of which are to be determined by the Pricing Officer in accordance with Section 2 hereof, and in which the purchaser or purchasers of the Bonds (the "Purchaser") shall be designated. The Pricing Officer is hereby authorized to execute and deliver the Purchase Agreement for and on behalf of the Issuer. The Bonds shall initially be registered in the name of the Purchaser or its designee. (b) The Issuer hereby approves the form and content of the draft preliminary official statement relating to the Bonds and any addenda, supplement or amendment thereto, and approves the distribution of such preliminary official statement in the reoffering of the Bonds by the Purchaser in final form, with such changes therein or additions thereto as the Pricing Officer may deem advisable. The Pricing Officer is hereby authorized, in the name and on behalf of the Issuer, to approve, distribute, and deliver a final preliminary official statement and a final official statement relating to the Bonds to be used by the Purchaser in the marketing of the Bonds. (c) The Pricing Officer is authorized, in connection with effecting the sale of the Bonds, to obtain from a municipal bond insurance company so designated in the Pricing Certificate (the "Insurer') a municipal bond insurance policy (the "Insurance Policy") in support of the Bonds. To that end, should the Page 18 s:\legal\our d0cuments\ordinances\16\ordinance v4.docx Pricing Officer exercise such authority and commit the Issuer to obtain a municipal bond insurance policy, for so long as the Insurance Policy is in effect, the requirements of the Insurer relating to the issuance of the Insurance Policy as set forth in the Pricing Certificate are incorporated by reference into this Ordinance and made a part hereof for all purposes, notwithstanding any other provision of this Ordinance to the contrary. The Pricing Officer shall have the authority to execute any documents to effect the issuance of the Insurance Policy by the Insurer, including commitment agreements, membership agreements in mutual insurance companies and other similar agreements. (d) The Mayor and Mayor Pro Tem, the City Manager, Pricing Officer and City Secretary and all other officers, employees and agents of the Issuer, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar and all other instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Pricing Certificate, the Bonds, the sale of the Bonds, any Purchase Agreement and the Official Statement. In case any officer whose signature shall appear on any Bond shall cease to be such officer before the delivery of such Bond, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 11. INVESTMENTS (a) The Issuer may invest proceeds of the Bonds (including investment earnings thereon) deposited into the Interest and Sinking Fund in investments authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended; provided, however, that the Issuer hereby covenants that the proceeds of the sale of the Bonds will be used as soon as practicable for the purposes for which the Bonds are issued. (b) All deposits authorized or required by this Ordinance shall be secured to the fullest extent required by law for the security of public funds. SECTION 12. COMPLIANCE WITH RULE 15c2-12. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC" means the United States Securities and Exchange Commission. (b) Annual Reports. (i) The Issuer shall provide annually to the MSRB, in the electronic format prescribed by the MSRB, financial information and operating data (the "Annual Operating Report") with respect to the Issuer of the general type included in the final Official Statement authorized by this Ordinance, being the information described in the Pricing Certificate. The Issuer will additionally provide financial statements of the Issuer (the "Financial Statements"), that will be (i) prepared in accordance with the accounting principles described in the Pricing Certificate or such other accounting principles as the Issuer may be required to employ from time to time pursuant to State law or regulation and shall be in substantially the form included in the final Official Statement and (ii) audited, if the Issuer Page 19 sAlegal\our documents\ordinances\16\ordinance v4.docx commissions an audit of such Financial Statements and the audit is completed within the period during which they must be provided. The Issuer will update and provide the Annual Operating Report within six months after the end of each fiscal year and the Financial Statements within 12 months of the end of each fiscal year, in each case beginning with the fiscal year ending in and after 2016. The Issuer may provide the Financial Statements earlier, including at the time it provides its Annual Operating Report, but if the audit of such Financial Statements is not complete within 12 months after any such fiscal year end, then the Issuer shall file unaudited Financial Statements within such 12 - month period and audited Financial Statements for the applicable fiscal year, when and if the audit report on such Financial Statements becomes available. All documents provided to the MSRB pursuant to this Section shall be accompanied by identifying information as prescribed by the MSRB. (ii) If the Issuer changes its fiscal year, it will notify the MSRB of the change (and of the date of the new fiscal year end) prior to the next date by which the Issuer otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to the MSRB or filed with the SEC. (c) Event Notices. (i) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a timely manner (but not in excess of ten business days after the occurrence of the event) of any of the following events with respect to the Bonds, if such event is material within the meaning of the federal securities laws: 1. Non-payment related defaults; 2. Modifications to rights of holders of the Bonds; 3. Bond calls; 4. Release, substitution, or sale of property securing repayment of the Bonds; 5. The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms; 6. Appointment of a successor or additional trustee or the change of name of a trustee. (ii) The Issuer shall notify the MSRB in an electronic format as prescribed by the MSRB, in a timely manner (but not in excess of ten business days after the occurrence of the event) of any of the following events with respect to the Bonds, without regard to whether such event is considered material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Unscheduled draws on debt service reserves reflecting financial difficulties; 3. Unscheduled draws on credit enhancements reflecting financial difficulties; 4. Substitution of credit or liquidity providers, or their failure to perform; 5. Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701 BTEB) or other material notices or determinations with respect to the tax-exempt status of the Bonds, or other material events affecting the tax-exempt status of the Bonds; Page 20 sAlegal\our documents\ordinances\IG\ordinance v4.docx Tender offers; Defeasances; Rating changes; Bankruptcy, insolvency, receivership or similar event of an obligated person (iii) The Issuer shall notify the MSRB, in a timely manner, of any failure by the Issuer to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such subsection. (d) Limitations Disclaimers and Amendments. (i) The Issuer shall be obligated to observe and perform the covenants specified in this Section for so long as, but only for so long as, the Issuer remains an "obligated person" with respect to the Bonds within the meaning of the Rule, except that the Issuer in any event will give notice of any deposit made in accordance with this Ordinance or applicable law that causes the Bonds no longer to be outstanding. (ii) The provisions of this Section are for the sole benefit of the Registered Owners and beneficial owners of the Bonds, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The Issuer undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the Issuer's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The Issuer does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Bonds at any future date. (iii) UNDER NO CIRCUMSTANCES SHALL THE ISSUER BE LIABLE TO THE REGISTERED OWNER OR BENEFICIAL OWNER OF ANY BOND OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING 1N WHOLE OR IN PART FROM ANY BREACH BY THE ISSUER, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OF ANY COVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. (iv) No default by the Issuer in observing or performing its obligations under this Section shall comprise a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the Issuer under federal and state securities laws. (v) The provisions of this Section may be amended by the Issuer from time to time to adapt to changed circumstances that arise from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the Issuer, but only if (1) the provisions of this Section, as so amended, would have permitted an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule, taking into account any amendments or interpretations of the Rule since such offering as well as such changed circumstances and (2) either (a) the Registered Owners of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the outstanding Bonds consent to such amendment or (b) a person that is unaffiliated with the Issuer (such as nationally recognized bond counsel) determined that such amendment will not materially Page 21 sAlegal\our documen1s\ordinances\16\ordinance v4.docx impair the interest of the Registered Owners and beneficial owners of the Bonds. The Issuer may also amend or repeal the provisions of this continuing disclosure agreement if the SEC amends or repeals the applicable provision of the Rule or a court of final jurisdiction enters judgment that such provisions of the Rule are invalid, but only if and to 8le extent that the provisions of this sentence would not prevent an underwriter from lawfully purchasing or selling Bonds in the primary offering of the Bonds. If the Issuer so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) of this Section an explanation, in narrative form, of the reason for the amendment and of the impact of any change in the type of financial information or operating data so provided. (e) Amendment of the Rule. The provisions of this Section shall be revised by the Pricing Officer to reflect the requirements of the Rule if the Rule is amended after the adoption of this Ordinance but prior to the delivery of the Bonds so as to permit an underwriter to purchase or sell Bonds in the primary offering of the Bonds in compliance with the Rule. The provisions of this Section may also be revised by the Pricing Officer prior to the delivery of the Bonds if the Pricing Officer determines such revisions are necessary or desirable. Any such revisions shall be set forth in the Pricing Certificate and are incorporated by reference into this Ordinance and made a part hereof for all purposes, notwithstanding any other provision of this Ordinance to the contrary. SECTION 13. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to -wit: (a) The Issuer may from time to time, without the consent of any holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance in order to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the holders, (ii) grant additional rights or security for the benefit of the holders, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the holders, (iv) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, or (v) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be inconsistent with the provisions of this Ordinance and that shall not in the opinion of the Issuer's Bond Counsel materially adversely affect the interests of the holders. (b) Except as provided in paragraph (a) above, the holders of Bonds aggregating in principal amount a majority of the aggregate principal amount of then outstanding Bonds that are the subject of a proposed amendment shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the Issuer; provided, however, that without the consent of 100% of the holders in aggregate principal amount of the then outstanding Bonds, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or in any of the Bonds so as to: (1) Make any change in the maturity of any of the outstanding Bonds; (2) Reduce the rate of interest borne by any of the outstanding Bonds; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on any outstanding Bonds; (4) Modify the terms of payment of principal or of interest or redemption premium on outstanding Bonds or any of them or impose any condition with respect to such payment; or Page 22 sAleeal\our doeuurents\ordinances\16\ordinance v4.doex (5) Change the minimum percentage of the principal amount of Bonds necessary for consent to such amendment. (c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the Issuer shall send by U.S. mail to each Registered Owner of the affected Bonds a copy of the proposed amendment and cause notice of the proposed amendment to be published at least once in a financial publication published in The City of New York, New York or in the State of Texas. Such published notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the office of the Issuer for inspection by all holders of such Bonds. (d) Whenever at any time within one year from the date of publication of such notice the Issuer shall receive an instrument or instruments executed by the holders of at least a majority in aggregate principal amount of all of the Bonds then outstanding that are required for the amendment, which instrument or instruments shall refer to the proposed amendment and that shall specifically consent to and approve such amendment, the Issuer may adopt the amendment in substantially the same form. (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and all holders of such affected Bonds shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the holder of a Bond pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the publication of the notice provided for in this Section, and shall be conclusive and binding upon all future holders of the same Bond during such period. Such consent may be revoked at any time after six months from the date of the publication of said notice by the holder who gave such consent, or by a successor in title, by filing notice with the Issuer, but such revocation shall not be effective if the holders of a majority in aggregate principal amount of the affected Bonds then outstanding, have, prior to the attempted revocation, consented to and approved the amendment. For the purposes of establishing ownership of the Bonds, the Issuer shall rely solely upon the registration of the ownership of such Bonds on the Registration Books kept by the Paying Agent/Registrar. SECTION 14. DEFAULT AND REMEDIES. (a) Events of Default. Each of the following occurrences or events for the purpose of this Ordinance is hereby declared to be an Event of Default: (i) the failure to make payment of the principal of or interest on any of the Bonds when the same becomes due and payable; or (ii) default in the performance or observance of any other covenant, agreement or obligation of the Issuer, the failure to perform which materially, adversely affects the rights of the Registered Owners of the Bonds, including, but not limited to, their prospect or ability to be repaid in accordance with this Ordinance, and the continuation thereof for a period of 60 days after notice of such default is given by any Registered Owner to the Issuer. (b) Remedies for Default. (i) Upon the happening of any Event of Default, then and in every case, any Registered Owner or an authorized representative thereof, including, but not limited to, a trustee or trustees therefor, may proceed against the Issuer for the purpose of protecting and enforcing the rights of the Registered Page 23 s:\legal\our documents\ordinances\16\ordinance v4.docx Owners under this Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Registered Owners hereunder or any combination of such remedies. (ii) It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Registered Owners of Bonds then outstanding. (c) Remedies Not Exclusive. (i) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the Bonds or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Ordinance, the right to accelerate the debt evidenced by the Bonds shall not be available as a remedy under this Ordinance. (ii) The exercise of any remedy herein conferred or reserved shall not be deemed a waiver of any other available remedy. (iii) By accepting the delivery of a Bond authorized under this Ordinance, such Registered Owner agrees that the certifications required to effectuate any covenants or representations contained in this Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers, employees or agents of the Issuer or the members of its governing body. SECTION 15. APPROVAL OF ESCROW AGREEMENTS AND TRANSFER OF FUNDS. In furtherance of authority granted by Section 1207.007(b), Texas Government Code, the Mayor or the Pricing Officer are further authorized to enter into and execute on behalf of the Issuer with the escrow agent named therein and any other necessary parties, one or more escrow or similar agreements, in the form and substance as shall be approved by the Pricing Officer, which agreement or agreements will provide for the payment in full of the Refunded Bonds. In addition, the Mayor, Pricing Officer or other officer of the Issuer is authorized to purchase such securities, to execute such subscriptions for the purchase of the Escrowed Securities (as defined in the agreement), if any, and to authorize such contributions to the escrow fund as provided in the agreement. SECTION 16. REDEMPTION OF REFUNDED BONDS. (a) Subject to the execution and delivery of the Purchase Agreement with the Purchaser, the Issuer hereby directs that the Refunded Bonds that may be called for redemption prior to maturity be called for redemption on the dates and at such prices as set forth in the Pricing Certificate. The Pricing Officer is hereby authorized and directed to issue or cause to be issued the Notices of Redemption of the Refunded Bonds in substantially the form set forth in Exhibit A attached hereto, completed with information from the Pricing Certificate, to the paying agent/registrar(s) for the Refunded Bonds. (b) In addition, the paying agent/registrar(s) for the Refunded Bonds is hereby directed to provide the appropriate notices of redemption and defeasance as specified by the ordinances authorizing the issuance of the Refunded Bonds and is hereby directed to make appropriate arrangements so that the Refunded Bonds may be redeemed on their respective redemption dates. The Refunded Bonds shall be presented for redemption at the paying agent/registrar therefore, and shall not bear interest after the date fixed for redemption. Page 24 s:\legal\our documen1s\ordinances\16\ordinance v4.docx (c) If the redemption of the Refunded Bonds results in the partial refunding of any maturity of the Refunded Bonds, the Pricing Officer shall direct the paying agent/registrar(s) for the Refunded Bonds to designate at random and by lot which of the Refunded Bonds will be payable from and secured solely from ad valorem taxes of the Issuer pursuant to the ordinance of the Issuer authorizing the issuance of such Refunded Bonds (the "Refunded Bond Ordinance"). The paying agent/registrar(s) shall notify by first-class mail all registered owners of all affected obligations of such maturities that: (i) a portion of such obligations have been refunded and are secured until final maturity solely with cash and investments maintained by the escrow agent in the escrow fund, (ii) the principal amount of all affected obligations of such maturities registered in the name of such registered owner that have been refunded and are payable solely from cash and investments in the Escrow Fund and the remaining principal amount of all affected obligations of such maturities registered in the name of such registered owner, if any, have not been refunded and are payable and secured solely from ad valorem taxes of the Issuer described in the Refunded Bond Ordinance, (iii) the registered owner is required to submit his or her Refunded Bonds to the paying agent/registrar(s), for the purposes of re -registering such registered owner's obligations and assigning new CUSIP numbers in order to distinguish the source of payment for the principal and interest on such obligations, and (iv) payment of principal of and interest on such obligations may, in some circumstances, be delayed until such obligations have been re -registered and new CUSIP numbers have been assigned as required by (iii) above. (d) The source of funds for payment of the principal of and interest on the Refunded Bonds on their respective maturity or redemption dates shall be from the funds placed in escrow with the escrow agent, pursuant to an escrow agreement approved in Section 15 of this Ordinance. SECTION 17. RELEASE OF FUNDS. Upon the defeasance of all Eligible Refunded Bonds by the deposit of necessary funds into escrow with the escrow agent pursuant to an escrow agreement approved in Sections 15 of this Ordinance, all Eligible Refimded Bonds will be deemed paid in accordance with the ordinances authorizing the issuance of the Eligible Refunded Bonds (the "Eligible Refunded Bond Ordinances") and no longer secured by or entitled to the benefits of the Eligible Refunded Bond Ordinances or lien on or pledge of Pledged Revenues (as defined in the Eligible Refunded Bond Ordinances), and no other bonds or other obligations are outstanding that were issued on a parity with the Eligible Refunded Bonds, and, therefore, all money in any fund or account established or maintained pursuant to the Eligible Refunded Bond Ordinances and not deposited into the escrow with the escrow agent pursuant to an escrow agreement approved in Sections 15 of this Ordinance is released for purposes of the Eligible Refunded Bond Ordinances and may be used for any lawful purpose and any of such funds and accounts may be terminated and closed. SECTION 18. APPROPRIATION. To pay the debt service coming due on the Bonds, if any, prior to receipt of the taxes levied to pay such debt service, there is hereby appropriated from current fiends on hand, which are hereby certified to be on hand and available for such purpose, an amount, which together with capitalized interest received from the sale of the Bonds, if any, will be sufficient to pay such debt service, and such amount shall be used for no other purpose. SECTION 19. EFFECTIVE DATE. In accordance with the provisions of Texas Government Code Section 1201.028, this Ordinance shall be effective immediately upon its adoption by the City Council. SECTION 20. SEVERABILITY. If any section, article, paragraph, sentence, clause, phrase or word in this Ordinance, or application thereof to any persons or circumstances is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portion of this Ordinance, despite such invalidity, which remaining portions shall remain in full force and effect. [Signature page follows] Page 25 sAlegal\our d0cuments\ordinances\16\ordinance v4.docx PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: sAlegal\our documents\ordinances\16\ordinance v4.docx SCHEDULE I Schedule of Eligible Refunded Bonds City of Denton Utility System Revenue Bonds, Series 2006 Principal Amount Maturi , Date Outstanding 12/01/2016 $415,000 City of Denton Utility System Revenue Refunding Bonds, Series 2007 Total: $30,970,000 S-1 Principal Amount Maturijy Date Outstanding 12/01/2016 $2,865,000 12/01/2017 2,83 0,000 12/01/2018 2,950,000 12/01/2019 3,070,000 12/01/2020 3,190,000 12/01/2021 45,000 12/01/2022 45,000 12/01/2023 2,005,000 12/01/2024 2,085,000 12/01/2025 2,180,000 12/01/2026 2,275,000 12/01/2027 2,370,000 12/01/2028 2,475,000 12/01/2029 2,585,000 Total: $30,970,000 S-1 sAlegal\our documents\ordinances\16\ordinance v4.docx City of Denton Utility System Revenue Bonds, Series 2007 Total: $11,035,000 City of Denton Utility System Revenue Bonds, Series 2008 Principal Amount Maturity Date Outstanding 12/01/2016 $785,000 12/01/2017 820,000 12/01/2018 865,000 12/01/2019 900,000 12/01/2020 950,000 12/01/2021 990,000 12/01/2022 1,040,000 12/01/2023 1,090,000 12/01/2024 1,140,000 12/01/2025 1,200,000 12/01/2026 1,255,000 Total: $11,035,000 City of Denton Utility System Revenue Bonds, Series 2008 Total: $10,710,000 S-2 Principal Amount Maturity Date Outstanding 12/01/2016 $670,000 12/01/2017 700,000 12/01/2018 735,000 12/01/2019 770,000 12/01/2020 815,000 12/01/2021 855,000 12/01/2022 900,000 12/01/2023 945,000 12/01/2024 1,000,000 12/01/2025 1,050,000 12/01/2026 1,105,000 12/01/2027 1,165,000 Total: $10,710,000 S-2 sAlegal\our documents\ordinances\16\ordinance v4.doca EXHIBIT A Notice of Defeasance and Redemption NOTICE IS HEREBY GIVEN that the City of Denton, Texas has defeased the outstanding Bonds of the City described as follows: City of Denton Utility System Revenue Bonds, Series 2006, dated July 15, 2006, scheduled to mature on December 1, 20_ aggregating $ (and being all of the outstanding bonds of said series scheduled to mature on December 1, 20_); NOTICE IS FURTHER HEREBY GIVEN that the City of Denton, Texas has defeased and called for redemption the outstanding Bonds of the City described as follows: City of Denton Utility System Revenue Bonds, Series 2007, dated July 15, 2007, scheduled to mature on December 1, 20 through December 1, 20_, aggregating $ (and being all of the outstanding bonds of said series scheduled to mature on and after December 1, 20); Call date: , 20 ; redeemable at a redemption price of par plus accrued interest at the principal corporate offices of The Bank of New York Mellon Trust Company, N.A., only upon presentation by the owner thereof. City of Denton Utility System Revenue Refunding Bonds, Series 2007, dated February 15, 2007, scheduled to mature on December 1, 20_ through December 1, 20, aggregating $ (and being all of the outstanding bonds of said series scheduled to mature on and after December 1, 20_); Call date: , 20_; redeemable at a redemption price of par plus accrued interest at the principal corporate offices of The Bank of New York Mellon Trust Company, N.A., only upon presentation by the owner thereof. City of Denton Utility System Revenue Bonds, Series 2008, dated August 15, 2008, scheduled to mature on December 1, 20_ through December 1, 20_, aggregating $ (and being all of the outstanding bonds of said series scheduled to mature on and after December 1, 20_); Call date: , 20_; redeemable at a redemption price of par plus accrued interest at the principal corporate offices of The Bank of New York Mellon Trust Company, N.A., only upon presentation by the owner thereof. If moneys sufficient for the payment of such redemption price are held by or on behalf of the paying agent, the described Bonds shall become due and payable on the redemption date specified, and the interest thereon shall cease to accrue from and after the redemption date. hn compliance with section 3406 of the Internal Revenue Code of 1986, payors making certain payments due on debt securities may be obligated to deduct and withhold 30 percent of such payment from the remittance to any payee who has failed to provide such payor with a valid taxpayer identification number. To avoid the imposition of the withholding of tax, such payees should submit a taxpayer identification number when surrendering the bonds for redemption. A-1 sAlegal\our documents\ordinances\16\ordinance v4.docx NOTICE IS FURTHER GIVEN that all Bonds should be submitted to one of the following address: First Class/Registered/ Certified Mail The Bank of New York Mellon Trust Company, N.A. Global Corporate Trust P.O. Box 396 East Syracuse, New York 13057 Dated: 20 Express Delivery The Bank of New York Mellon Trust Company, N.A. Global Corporate Trust I I I Sanders Creek Parkway East Syracuse, New York 13057 Hand Delivery The Bank of New York Mellon Trust Company, N.A. Global Corporate Trust Corporate Trust Window 101 Barclay Street 1 ST Floor East New York, New York 10286 By: The Bank of New York Mellon Trust Company, National Association City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 16-902, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Environmental Services & Sustainability CM/ ACM: Howard Martin Date: July 26, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas amending the provisions of Chapter 6 "Animals" of the Code of Ordinances by adding a definition for enclosure to section 6-2, by changing by the time period for filing a dangerous animal case in section 6-34 to 30 days, by removing section 6-34(d), and by adding section 6-49 to add provisions to allow the keeping of bees within the city limits of Denton with certain restrictions; providing for a severability clause; providing for a savings clause; providing for a penalty not to exceed $500 for violations of this ordinance; and providing an effective date. BACKGROUND In conjunction with the application to become a Bee City, USA affiliate, Sustainable Denton has been working closely with the Denton County Beekeeper Association and City of Denton Animal Services, to draft a Beekeeping Ordinance to address beekeeping within the city limits. The draft ordinance language was modeled after existing municipal beekeeping ordinances in north Texas. Officers of the Denton County Beekeeper Association worked closely with Sustainable Denton to ensure that the draft ordinance is beneficial to and protective of both bees and citizenry. A companion resolution designating the City of Denton as a Bee City USA is presented for consideration. Two situations in the last year have brought to our attention the need to amend the animal control ordinance. The first situation involved a citizen's dog wandering into an unfenced area and getting attacked and killed by another dog. The problem was that the owner of the attacking dog had an "invisible fence." These "invisible fences" work by delivering a shock to a dog if it attempts to leave the "invisible fence" area if it is wearing the appropriate collar. The problem with these "invisible fences" is that there are no visible markings of the boundaries of the "invisible fence" and the "invisible fence" does not prevent the entry of children or other animals onto the property. The amendment to the ordinance will adopt a definition of enclosure for non -rural zoning districts which requires that the enclosure not only physically prevents the escape of the animal contained therein, but also serves to create a physical barrier to the entry of other persons, including small children and other dogs. The second situation which arose involved the victim of a dog bite missing the two-day deadline for filing a dangerous animal complaint under the city ordinance. The new proposed time frame for filing dangerous animal cases is thirty days from the attack. In this situation, because the attack was on a person and not an animal, we were able to address the issue by filing the case under state law. If that attack had been on another City of Denton Page 1 of 2 Printed on 7/29/2016 povveied by I_egivt9i IN File M ID 16-902, Version: 1 domesticated animal and the two-day time period had lapsed, there would not have been a state law remedy. There has been more than one occasion in the past when a citizen has missed the two-day filing deadline. OPTIONS 1. Approve ordinance amendments. 2. Direct staff to consider alternatives. RECOMMENDATION Animal Services and Sustainability staff recommend approval of Ordinance PRIOR ACTION/REVIEW (Council, Boards, Commissions) Bee City Ordinance language presented to Committee on the Environment April 4, 2016. City Council Informal Staff Report 2016-046, June 10, 2016. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Sustainable & Environmental Stewardship Related Goal: 5.7 Encourage local food production EXHIBITS Ordinance Respectfully submitted: David Hildebrand Police Lieutenant (940)-349-7987 David.Hildebrand@cityofdenton.com Katherine Barnett Sustainability and Special Project Administrator (940) 349-8202 Katherine.Barnett@cityofdenton.com City of Denton Page 2 of 2 Printed on 7/29/2016 povveied by I_egist9i I;, ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AMENDING THE PROVISIONS OF CHAPTER 6 "ANIMALS" OF THE CODE OF ORDINANCES BY ADDING A DEFINITION FOR ENCLOSURE TO SECTION 6-2, BY CHANGING BY THE TIME PERIOD FOR FILING A DANGEROUS ANIMAL CASE IN SECTION 6-34 TO 30 DAYS, BY REMOVING SECTION 6-34(d), AND BY ADDING SECTION 6-49 TO ADD PROVISIONS TO ALLOW THE KEEPING OF BEES WITHIN THE CITY LIMITS OF DENTON WITH CERTAIN RESTRICTIONS; PROVIDING FOR A SEVERABILITY CLAUSE; PROVIDING FOR A SAVINGS CLAUSE; PROVIDING FOR A PENALTY NOT TO EXCEED $500 FOR VIOLATIONS OF THIS ORDINANCE; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Section 6-2 "Definitions" of Chapter 6 of the Code of Ordinances of the City of Denton is hereby amended by adding a definition for "enclosure" to read as follows: Enclosure means a fenced area or structure that physically blocks the escape of an animal contained therein. Additionally, in non- rural zoning districts, an enclosure must serve as a physical barrier to the entry of adults, children and dogs. SECTION 2. Subsection (a) of Section 6-34 "Filing the complaint" of Chapter 6 of the Code of Ordinances of the City of Denton is hereby amended to read as follows: (a) To invoke the provisions of this article, a written complaint shall be filed with the animal control center within 30 business days of the date the person or animal was attacked or bitten, on a form provided by the city which shall give notice of the penalty for the filing or signing of a false complaint as provided in this article. SECTION 3. Subsection (d) of Section 6-34 "Filing the complaint" is hereby deleted. SECTION 4. Chapter 6 "Animals" of the Code of Ordinances of the City of Denton is hereby amended by adding Section 6-49 to read as follows: Sec. 6-49. Keeping of Bees. (a) Honeybees may be kept if the following conditions are met: (1) All hives shall be located a minimum of 50 feet from any inhabited dwelling other than that of the person keeping such bees; (2) There is an adequate source of water within 20 feet of all hives; Page 1 (3) Any hive contaminated with or known to have Africanized honeybees (killer bees) shall be destroyed by a qualified beekeeper at the owner's expense; (4) Neighbors must be notified that bees will be kept on your property; and (5) A Honeybee Registration Form must be completed and submitted to the City of Denton. (b) It shall be unlawful for any owner of any hive to maintain more than the prescribed number of hives on the chart below on any single parcel of property in a residential neighborhood. .25 Acre .3 Acre .5 Acre 1 Acre 2 hives 3 hives 4 hives 5 hives 2 nucs 3 nucs 4 nucs 5 nucs The total number of hives allowed are staggered according to the size of the parcel. An equal number of hives and nucs (nucleus colonies, or small honeybee colonies created from larger colonies) are allowed on the property with restriction. Nucs are allowed to be on the property for 90 days before they must be removed. (c) It shall be unlawful for any person to keep, or allow to be kept, bees in such a manner as to deny the reasonable use and enjoyment of adjacent property or endanger the personal health, safety, and welfare of the inhabitants of the city. (d) It shall be unlawful for any person to keep any hive within the corporate limits of the city unless the person has submitted a current and valid registration with the City of Denton. SECTION 5. If any section, subsection, paragraph, sentence, clause, phrase, or word in this ordinance, or application thereof to any person or circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas hereby declares it would have enacted such remaining portions despite any invalidity. SECTION 6. Save and except as amended hereby, all the provisions, sections, subsections paragraphs, sentences, clauses, and phrases of the Code of Ordinances shall remain in full force and effect. SECTION 7. Any person found guilty of violating this ordinance by a court of competent jurisdiction shall be fined a sum not to exceed five hundred dollars ($500) per day. Each day that a provision of this ordinance is violated shall constitute a separate offense. Page 2 SECTION 8. This ordinance providing for a penalty shall become effective 14 days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record- Chronicle, the official newspaper of the City of Denton, Texas, within 10 days of the date of its passage. PASSED AND APPROVED this the day of , 2016. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 1 BY: Page 3 CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 16-903, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Environmental Services & Sustainability CM/ ACM: Howard Martin, 349-8232 Date: July 26, 2016 SUBJECT Consider approval of a resolution of the City Council of the City of Denton, Texas designating Denton, Texas a Bee City USA®; providing an effective date. BACKGROUND The City of Denton already takes part in numerous measures to promote pollinator awareness, education and the establishment of habitat. Examples include the annual Honey Run, introductory beekeeping workshops, pollinator garden and organic gardening workshops, partnering with the University of North Texas to promote the establishment of pollinator habitat and responsible mowing practices on some city property, such as Clear Creek Natural Heritage Center. Becoming an affiliate of Bee City, USA would further demonstrate the City's commitment to environmentally responsible practices. OPTIONS 1. Approve Resolution to allow the City of Denton to become a Bee City USA. 2. Direct staff to consider alternatives. RECOMMENDATION Sustainability staff recommend approval of Resolution. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Bee City Resolution and Ordinance draft presented to Committee on the Environment April 4, 2016. City Council Informal Staff Report 2016-046, June 10, 2016. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council City of Denton Page 1 of 2 Printed on 7/29/2016 povveied by I_egivt9i IN File M ID 16-903, Version: 1 agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Sustainable & Environmental Stewardship Related Goal: 5.7 Encourage local food production EXHIBITS 1. Resolution Respectfully submitted: Katherine Barnett White Sustainability & Special Projects Supervisor City of Denton Page 2 of 2 Printed on 7/29/2016 povveied by I_egist9i I;, RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS DESIGNATING DENTON, TEXAS A BEE CITY USA®; PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton, Texas strives to be a leader in sustainability as well as an environmental leader in every way possible, and is sensitive and aware of numerous environmental issues; and WHEREAS, the City has become aware of the activities of the organization named BEE CITY USA; whose activities are to promote healthy, sustainable habitats and communities for bees and other pollinators; and WHEREAS, thanks to the tremendous diversity of wild native bees, along with the honey bees that were brought here from Europe in the 18th Century, we now have very diverse dietary choices rich in fruits, nuts and vegetables; and WHEREAS, bees and other pollinators around the world have experienced dramatic declines over time due to a combination of habitat loss, the use of pesticides, and the spread of pests and diseases, with grave implications and consequences for the future health of both flora and fauna; and WHEREAS, cities and their residents have the opportunity to support bees and other pollinators on both public and private land; and WHEREAS, cities supporting pollinators fosters environmental awareness and sustainability, and increases interactions among community stewards such as commercial and backyard beekeepers, farmers, children, educators, Master Naturalists, Master Gardeners, plant nurseries, municipalities, neighborhoods, and garden suppliers and clubs; and WHEREAS, there are also economic benefits of native and honey bee -friendliness, such as: • Healthy ecosystems. Insect pollinators are required for pollination and reproduction of about 85% of flowering plants globally, plants that are vital for clean air and water; plants which provide food, fiber and shelter for people and wildlife; and plants which support the very insects that pollinate our crops and form the basis of food webs. • Increased vegetable and fruit crop yields due to bee pollination. • Increased habitat for natural enemies of crop pests and therefore, a reduced need for and costs associated with pesticides. • Increased demand for pollinator -friendly plant materials from local nurseries and growers. • Income earned by beekeepers and others through the sale of bee products, beekeeping equipment and supplies, hive rentals for pollination; heightened prestige and premium asking prices for place -based honey, all of which activities enhance the visibility and reputation of its community of origin; and WHEREAS, Denton, Texas should be designated and certified as a BEE CITY USA community because: • The City of Denton is committed to expanding pollinator habitat within city property; • The City of Denton will host an annual beekeeping workshop and a local honey celebration; • The City of Denton is committed to expanding the nineteen (19) acres of existing community gardens, which would benefit pollinators WHEREAS, an ideal pollinator -friendly habitat provides for: • Diverse and abundant nectar and pollen from plants blooming in succession. • Clean water for drinking, nest -building, cooling, diluting stored honey, and butterfly puddling. • Pesticide -free or has pesticide use carried out with the least ill effects on pollinators. • Native species of annual and perennial wildflowers, shrubs, trees, and grasses because many native pollinators prefer or depend on the native plants with which they co -evolved. • Designated pollinator zones in public spaces with signage to educate the public and build awareness. • Safe and humane removal of bees when required. • Undisturbed spaces (such as leaf and brush piles, un -mowed fields, field margins, fallen trees and other dead wood) for nesting and overwintering for native pollinators; and WHEREAS, in order to enhance understanding among City staff and the public about the vital role that pollinators play, and what each of us can do to sustain them, the City of Denton, Texas agrees to meet the following commitments required of all BEE CITY USA communities: • Pass this BEE CITY USA resolution; and • Designate the City's Sustainability Department, acting by and through its Sustainability Coordinator as the City's Bee City USA sponsor; and • The Sustainability Coordinator will be the Bee City USA liaison and assign facilitation of the local Bee City USA program, either to a new or existing city department or commission or to a non-profit organization, to encourage and coordinate local pollinator habitat and awareness activities. This organization will serve as the intermediary between the citizenry and the municipality on all matters of enhancing pollinator awareness, health and habitat, fulfilling the following commitments: 1. Annually celebrate "National Pollinator Week" which is the third full week of June or some other appropriate occasion; with educational events, pollinator habitat plantings or restoration, proclamations or promotions that showcase the City's commitment to enhancing pollinator health and habitat. 2. Annually apply for renewal of the City's designation and submit a report of the previous year's BEE CITY USA activities following the format provided. • Publicly acknowledge the City's commitment by agreeing to: (a) install/maintain at least one authorized BEE CITY USA street sign in a prominent location, and b) create/maintain links on appropriate pages of the municipal website which includes, at minimum, links to a PDF of this signed Resolution and the national BEE CITY USA website, as well as contact information for the municipality's BEE CITY USA liaison and designated "facilitator commission or non-profit organization committee," and contain reports of the pollinator - friendly activities the City has accomplished during the previous years. THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The Preamble to this Resolution is hereby incorporated by reference into this Resolution. SECTION 2. The City Council hereby accepts the designation of and commits to the standards of BEE CITY USA. SECTION 3. This Resolution shall be effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016 CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 16-908, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Development Services CM/ ACM: Jon Fortune Date: August 2, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas amending section 28-253 of the Code of Ordinances to provide for the adoption of the 2015 International Energy Conservation Code (IECC) as published by the International Code Council; providing for amendments thereto; providing a penalty for violation of a fine not to exceed $2,000.00; providing for severability; repealing all ordinances in conflict therewith; and providing an effective date. BACKGROUND With the adoption of S135 by the 77' legislature in May of 2001, the State of Texas adopted the first statewide energy code in Texas. The 2000 version of the International Energy Conservation Code (IECC) went into effect on September 1, 2001. As a part of this legislation, the legislature mandated that all counties in Texas which were designated as non -attainment areas by the EPA, as well as several counties surrounding these areas which they designated as "affected counties", must adopt an energy code which is at least as stringent as that adopted by the state. In order to insure compliance, the legislation required that any proposed amendments to the code in these areas be submitted for review to the Energy Systems Laboratory (ESL) at Texas A&M University for review and approval to insure that they would not result in a code that was less stringent than that adopted by the state. In June of 2010 the State of Texas updated the statewide code to the 2009 version of the IECC which went into effect on April 1, 2011. City of Denton Code History The following is a brief chronology of the code adoption history in the City of Denton. November 27, 2001 Adopted the 2000 IECC with no above code requirement. February 7, 2006 Adopted the 2003 IECC with 10% above code requirement. February 3, 2009 Adopted the 2006 IECC with 10% above code requirement. September 11, 2012 Adopted the 2009 IECC with 10% above code requirement. April 1, 2014 Adopted the 2012 IECC with 4% above code requirement. Current Adoption The 2015 International Energy Conservation Code (IECC) was published by the International Code Council (ICC) in the first quarter of 2015. Upon publication, the Energy Code board of the North Central Texas City of Denton Page 1 of 3 Printed on 7/29/2016 povveied by I_egivt9i IN File #: ID 16-908, Version: 1 Council of Governments (COG) reviewed the Code and recommended several significant amendments. The COG amendments were then reviewed by the Energy Systems Laboratory at Texas A&M and deemed to be equivalent to the 2009 IECC which is the version of the IECC that is currently enforced in the State of Texas. In May of 2015, the Texas Legislature passed House Bill 1736 establishing Chapter 11 of the 2015 International Residential Code as the energy code for residential construction within the state with an effective date of September 1, 2016. It also gave the State Energy Conservation Office (SECO) the authority to adopt the latest edition of the IECC for all other construction. SECO used this authority and adopted the 2015 IECC as the energy code for the State of Texas for commercial structures with an effective date of November 1, 2016. SECO published this notice in the January 1, 2016 edition of the Texas register. In light of this notice, the Energy Systems Laboratory again reviewed the proposed COG amendments and found that 3 sections of the amendments dealing with the air leakage allowances and insulation values in exterior walls were not equivalent to the 2015 IECC and IRC and advised all COG members of this determination. The amendments were then published to the municipalities within this 16 -county North Central Texas region for consideration of adoption with notations that these 3 sections would no longer be valid once the 2015 Code became effective. The City of Denton Building Inspections staff began reviewing the COG amendments in the first quarter of 2016 anticipating adopting the code by September 1, 2016. The 3 sections noted by ESL as non-compliant were removed from the amendments at that time. On June 29, 2016, the amended 2015 International Energy Conservation Code was presented to area professionals including builders, contractors, plumbers, mechanical contractors, architects, and engineers. The presentation highlighted the most significant changes from the 2012 code to the 2015 version of the code which were received well by the attendants. At that time, those present recommended the adoption of the 2015 IECC as written with no minimum above code requirements. In April and June of 2016, the City of Denton Building Inspections Division hosted 8 half day 2015 Energy Code workshops sponsored by the State Energy Conservation Office (SECO) and presented by Apple Energy. These workshops were designed to provide information to contractors, builders, architects, engineers and code officials to help them prepare for the upcoming changes to the code. More than 200 people attended these training classes. On June 23, 2016 the draft ordinance of the 2015 International Energy Conservation Code was presented to the Health and Building Standards Commission (HaBSCo) for a recommendation as to whether to continue with our current above code requirement or simply propose adoption of the code as written and amended by COG. Their recommendation was to proceed with the current 4% above code requirements. On July 21, 2016 the final proposed ordinance adopting the 2015 International Energy Conservation Code will be presented to the Health and Building Standards Commission (HaBSCo) for a formal recommendation to Council along with the presentation given to the contractors. FISCAL IMPACT Staff does not anticipate any fiscal impact as a result of adopting this code OPTIONS 1. Direct staff to proceed with formal adoption of the 2015 Energy Code 2. Request more information about the 2015 Energy Code City of Denton Page 2 of 3 Printed on 7/29/2016 povveied by I_egist9i I;, File #: ID 16-908, Version: 1 3. Postpone consideration 4. Table item for future consideration RECOMMENDATION Staff recommends that the City Council adopt the 2015 International Energy Conservation Code along with staff recommended amendments. EXHIBIT 1. Proposed 2015 Energy Code adoption ordinance 2. Council Power Point Presentation 2015 IECC Respectfully submitted: Aimee Bissett Director of Development Services Respectfully prepared and submitted by, Rodney Patterson, Building Official City of Denton Page 3 of 3 Printed on 7/29/2016 povveied by I_egist9i I;, ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AMENDING CHAPTER 28, SPECIFICALLY SECTIONS 28-253 AND 28-254, OF THE CODE OF ORDINANCES TO PROVIDE FOR THE ADOPTION OF THE 2012 INTERNATIONAL ENERGY CONSERVATION CODE, AS PUBLISHED BY THE INTERNATIONAL CODE COUNCIL; PROVIDING FOR AMENDMENTS THERETO; PROVIDING A PENALTY FOR VIOLATION OF A FINE NOT TO EXCEED 52,000.00; PROVIDING FOR SEVERABILITY; REPEALING ALL ORDINANCES IN CONFLICT THEREWITH; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON TEXAS HEREBY ORDAINS: SECTION 1. Chapter 28, Section 28-253 of the Code or Ordinances of the City of Denton is hereby amended in its entirety to read as follows: Sec. 28-253. Adoption of the energy conservation code. The International Energy Conservation Code, 2015 edition as published by the International Code Council is hereby adopted and designated as the energy conservation code for the city subject to the deletions and amendments enumerated in section 28-254. A copy of this code shall be maintained in the Office of the City Secretary and be available for public inspection. :1mrMoreLfi (1) Section CI 02/11102; add Section C102.1.2 and R102.1.2 to read as follows: C102.1.2 Alternative compliance. A building certified by a national, state, or local accredited energy efficiency program and determined by the Energy Systems Laboratory to be in compliance with the energy efficiency requirements of this section may, at the option of the Code Official, be considered in compliance. The United States Environmental Protection Agency's Energy Star Program certification of energy code equivalency shall be considered in compliance. R102.1.2 Alternative compliance. A building certified by a national, state, or local accredited energy efficiency program and determined by the Energy Systems Laboratory to be in compliance with the energy efficiency requirements of this section may, at the option of the Code Official, be considered in compliance. The United States Environmental Protection Agency's Energy Star Program certification of energy code equivalency shall be considered in compliance. Regardless of the program or the path to compliance, each 1- and 2 -family dwelling shall be tested for air and duct leakage as prescribed in Section R402.4 and R403.3.3 respectively. (2) Section C202 and R202; add the following definition: Projection Factor. The ratio of the horizontal depth of the overhang, eave or permanently attached shading device, divided by the distance measured vertically from the bottom of the fenestration glazing to the underside of the overhang, eave or permanently attached shading device. (3) Section R202; add the following definition: DYNAMIC GLAZING. Any fenestration product that has the fully reversible ability to change it performance properties, including U -factor, solar heat gain coefficient (SHGC), or visible transmittance (VT). (4) Section R402.3.2 Glazed fenestration SHGC; amend by adding a paragraph and table following the exception to read as follows: Where vertical fenestration is shaded by an overhang, eave, or permanently attached shading device, the SHGC required in Table R402.1.2 shall be reduced by using the multipliers in Table R402.3.2 SHGC Multipliers for Permanent Projections. Table R402.3.2 SHGC Multipliers for Permanent Projections a Projection Factor SHGC Multiplier (all Other Orientation) SHGC Multiplier (North Oriented) 0-0.10 1.00 1.00 >0.10 - 0.20 0.91 0.95 >0.20 - 0.30 0.82 0.91 >0.30 - 0.40 0.74 0.87 >0.40 - 0.50 0.67 0.84 >0.50 - 0.60 0.61 0.81 >0.60 - 0.70 0.56 0.78 >0.70 - 0.80 0.51 0.76 >0.80 - 0.90 0.47 0.75 >0.90 - 1.00 0.44 0.73 a North oriented means within 45 degrees of true north. (5) R402.4.1.2 Testing; Add a last paragraph to read as follows: Mandatory testing shall only be performed by individuals that are certified to perform air infiltration testing certified by national or state organizations as approved by the building official. The certified individuals must be an independent third -party entity, and may not be employed; or have any financial interest in the company that constructs the structure. (6) R403.3.3 Duct Testing (Mandatory);Add a last paragraph to read as follows: Mandatory testing shall only be performed by individuals that are certified to perform duct testing leakage testing certified by national or state organizations as approved by the building official. The certified individuals must be an independent third -party entity, and may not be employed; or have any financial interest in the company that constructs the structure. (7) Section C402.2.7/R402.2; Add Section C402.2.9 and R402.2.14 to read as follows: Section C402.2.7/R402.2.14 Insulation installed in walls. To insure that insulation remains in place, insulation installed in walls shall be totally enclosed on all sides consisting of framing lumber, gypsum, sheathing, wood structural panel sheathing, or other equivalent material approved by the building official. (8) Section R405.4.2.1 add the following: 5. Name, phone number, and certification number of the individual completing the compliance report. The preparer of the compliance report shall possess one of the following certifications: ICC (International Code Council) Commercial Energy Plans Examiner, ICC (International Code Council) Residential Energy Inspector/Plans Examiner, HERS (Home Energy Rating) rater, or may be a Texas Registered Architect or Texas Licensed Professional Engineer. (9) Section R405.4.2.2 add the following: 4. (Remainder unchanged)... attached to a City of Denton Energy Compliance form. (10) Section R405.6.2; add the following sentence to the end ofparagraph: Acceptable performance software simulation tools may include, but are not limited to, REM Rate, Energy Gauge and I0. Other performance software programs accredited by RESNET BESTEST and having the ability to provide a report as outlined in R405.4.2 may also be deemed acceptable performance simulation programs and may be considered by the building official. (11) TABLE R406.4 MAXIMUM ENERGY RATING INDEX; amend to read as follows: TABLE R406.41 MAXIMUM ENERGY RATING INDEX CLIMATE ZONE ENERGY RATING INDEX 3 65 TABLE R406.42 MAXIMUM ENERGY RATING INDEX CLIMATE ZONE ENERGY RATING INDEX 3 63 2 The table is effective from September 1, 2019 to August 31, 2022. TABLE R406.43 MAXIMUM ENERGY RATING INDEX CLIMATE ZONE ENERGY RATING INDEX 3 59 i ilio 1 io v..vvvi vv vii vl a.. v— -'F wiiivv. , -- (12) C407.4.2 Additional Documentation; add the following: 6. Compliance reports, all additional documentation, and a final compliance and commissioning verification report shall be prepared by a qualified third party energy verifier. The third party energy verifier shall include his name, phone number, and certification number on each document provided to the City. The third party verifier shall be certified with one of the following certifications: ICC (International Code Council) Commercial Energy Plans Examiner, ICC (International Code Council) Commercial Energy Inspector, HERS (Home Energy Rating) rater, or may be a Texas Registered Architect or Texas Licensed Professional Engineer. SECTION 3. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid, such invalidity shall not affect any other provision or application, and to this end the provisions of this ordinance are severable. SECTION 4. That all provisions of the ordinances of the City of Denton in conflict with the provision of this ordinance are hereby repealed, and all other provisions of the ordinances of the City or Denton, not in conflict with the provision of this ordinance, shall remain in full force and effect. SECTION 5. That any person violating any provision of this ordinance shall, upon conviction, be fined a sum not to exceed two thousand dollars (52,000.00). Each day that a provision of this Ordinance is violated shall constitute a separate and distinct offence. SECTION 6. That this ordinance shall become effective September 1, 2016 and the City secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record Chronicle, the official newspaper of the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this, the day of , 2016 CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY ICi•/I APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY C (1) u �*Xo 0 (1) u �*Xo 0 CIN tv: 0 (D CIN tv: o6 0 0 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 16-931, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: August 2, 2016 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for Audit Services for the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (RFP 6118 -awarded to Pattillo, Brown & Hill, L.L.P., for a term of three (3) years with two (2) one year renewal options, in the not -to -exceed amount of $477,350). The Audit/Finance Committee recommends approval (2-0). RFP INFORMATION The City of Denton Audit/Finance Committee discussed the selection of a firm to provide external audit services at its meeting of November 17, 2015. The decision was made at this meeting to go out for competitive proposals upon completion of the final year of the contract with the City's current audit firm of Weaver and Tidwell, L.L.P. The City issued RFP# 6118 for external audit services on April 19, 2016. Request for Proposals were sent to 91 prospective suppliers. In addition, specifications were placed on the Purchasing website for prospective suppliers to download and advertised in the local newspaper. The following six (6) firms responded to the RFP on May 24, 2016: Pattillo, Brown, & Hill, BKD, Weaver and Tidwell, Moss Adams, Crowe Horwath, and Whitley Penn. The City's evaluation team received presentations and held interviews with the four (4) lowest cost firms on June 10, 2016. The evaluation team then ranked the proposing firms using the RFP criteria of project schedule and delivery, compliance with specifications, indicators of probable performance, and price. City staff then held a second interview with the highest ranked firm of Pattillo, Brown & Hill on July 7, 2016. Finance staff also contacted client references from the cities of Grapevine, Flower mound, and San Marcos and received positive reviews. As a result, Pattillo, Brown & Hill was ranked the highest and determined to be the best value for the City (Exhibit 1). An executive summary and client list from Pattillo, Brown, & Hill is included as Exhibit 2. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On July 18, 2016, the Audit/Finance Committee recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Award a contract for audit services to Pattillo, Brown & Hill, L.L.P., for a term of three (3) years with two (2) City of Denton Page 1 of 2 Printed on 7/29/2016 povveied by I_egivt9i IN File #: ID 16-931, Version: 1 one year renewal options, in the not -to -exceed amount of $477,350 PRINCIPAL PLACE OF BUSINESS Pattillo, Brown & Hill, L.L.P. Waco, TX ESTIMATED SCHEDULE OF PROJECT This is an initial three (3) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION This service will be funded from General Fund account 160099.7852 -Finance Audit Services. The first payment will be due in fiscal year 2016-2017. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.1 Manage financial resources in a responsible manner EXHIBITS Exhibit 1: Evaluation and Ranking Sheet Exhibit 2: Executive Smmnary and Client Listing Exhibit 3: Ordinance Exhibit 4: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Chuck Springer at 349-8260. City of Denton Page 2 of 2 Printed on 7/29/2016 povveied by I_egist9i I;, m v v c U/ C3 C O a) O_ C fu a/ Y Y Y 0 0 t O Y V a/ N b. w qa C L f0 - a) f0 Y D v m t Y O a/ _ N y � f0 c a C U/ N _ t f0 a) C 0 0 f0 Y a) � T) N V V O L X ha a) 7 Q t E + O fV V O 0 C fu C f0 N c 'fn O 0 a/ f0 fn f0 a/ O L h0 Y y ; o O M a " t a) 3 a a v � , fu y O a fu fu ^ Q fu O V) Y fY] iF iF iF a' J: 0 0 0 0 0 0! 0 0 0 0 0 0 V O Lo O Lo Lo Lo l0 O O o m m a o O N Ln W N w O O O ao w L6 e T- L c d N N N I� fCNF D fD fD t r LL <.i Ef3 Efl Efl Efl Efl Efl t � x 000000 2 0 0 0 0 0= s � Or O M W O M O O O ri 14 J c -I N N m w o ; Q r r r r r toEfl Efl Efl Efl Efl V U � J J X 0 0 0 0 0 0} IAF- : s r' 0 0 0 0 0 0 � co 0 0 0 0 0 0f6 W O O O co O O O O O O O O 1l fr t6 R N N N O N r1 m W :. N N 4 co O M r..l OOOO O O } s 0 >• ; ++ 0 0 0 0 0 0 Ln Ln Ln O O 0 i y�j O O O O O O to t0 n M N N N M M LO ci N N M m 00 : M S CO V W X 0 0 0 0 0 0! a J o 0 0 0 0 o s Ul O O 00 O O W Q :.. 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M N N c v_ Y ~ A :° :° :° :° c y t � O � ao �v � w o '6 N N N N N .N .N .N .N .N +0+ Q In C i f6 CC O N J) O C C Q O w OQ 0 'V N N N N N Q Q Q Q Q 1 V y 0 W •� 1A tab W a/ p_ fp V y C a) C ? 3 v> Q L O Q > L f0 O fL 0 O % fp w 0 Q Q Q Q Q H O fi � a H W o0 u 2 u Y a J Q v) i+ u 0 0 0 0 0 0 ci N N Ln 14LL m v v c U/ C3 C O a) O_ C fu a/ Y Y Y 0 0 t O Y V a/ N b. w qa C L f0 - a) f0 Y D v m t Y O a/ _ N y � f0 c a C U/ N _ t f0 a) C 0 0 f0 Y a) � T) N V V O L X ha a) 7 Q t E + O fV V O 0 C fu C f0 N c 'fn O 0 a/ f0 fn f0 a/ O L h0 Y y ; o O M a " t a) 3 a a v � , fu y O a fu fu ^ Q fu O V) Y fY] iF iF iF EXHIBIT 2 PATTILLO. BROWN & HILL. CERTIFIED PUBLIC May 12, 2016 City of Denton, Texas 901-B Texas Street Denton, Texas 76209 Re: Audit Services for the City of Denton— RFP 6118 Pattillo, Brown and Hill, L.L.P. (PB&H) is pleased to have the opportunity to submit the accompanying proposal to provide professional audit services to the City of Denton, Texas ("City") for the three fiscal years ending September 30, 2016, 2017, and 2018 with the option to renew for two (2) years. We believe that our Firm possesses certain unique characteristics that are well -matched to the City's needs. • We are a regional accounting firm that has been in existence since 1923. • Our primary business is serving local governments in Texas and New Mexico. In addition to our experience with cities, we have extensive experience auditing other forms of local governments such as school districts, councils of government, counties and special districts. • We are committed to customer service and developing client relationships. We offer support throughout the year as a part of this engagement and will not charge additional fees for informal consultations. • Our proposed service team for the City consists of seasoned professionals who work exclusively on local government engagements. • Our firm is known for providing high quality services while meeting our client's time constraints, as such, we are committed to performing the engagement within the time parameters mentioned in the proposal. Outlined in this proposal are key factors that distinguish our Firm from other providers of government services. Among these are the experience level of our service team with audits of cities, our Firm's commitment to providing services to the public sector and our engagement approach. We bring the high level of experience and expertise as larger, national accounting firms, but with the value inherent in local firms. As engagement partner, I am an authorized representative of the Firm and my signature binds PB&H to the terms and conditions specified in this proposal. This proposal is a firm and irrevocable offer for ninety (90) days subsequent to the RFP closing date. I can be reached by phone at (254) 772-4901, by fax at (254) 772-4920, by email at jkmanning@pbhcpa.com, or by mail at 401 West Highway 6, Waco, Texas 76710. Our firm website is available at www.pbhcpa.com. I am excited about the opportunity to serve the City. Please feel free to contact me should you have any questions regarding this proposal. John Manning, CPA PATTILLO, BROWN & HILL, L.L.P, YY A(+Yy, 14H_)ffiJ S$OdYg Y HE1TY2 B.iEy YY 401 West Highway 6 281.671.6259 254.791.3460 AIC/I Waco. Texas 76710 254.772.4901 RIC) GRANDE VALLEY, TX ALBUQ1 ERQUE, NM Governmental Audit www.trbhctra.corn 956.54 4.7778 50:5.266.5904 Quality Center EXHIBIT 2 17 s xitt tii ! i �s t , Pattillo, Brown & Hill, L.L.P. is proposing to perform the annual financial and compliance audit for the City of Denton, Texas (the City) for the fiscal years ending September 30, 2016, 2017, and 2018, with the option to audit the financials for two more subsequent years. Below are key points outlined in this proposal: A REPUTATION FOR QUALITY Pattillo, Brown & Hill, L.L.P. is one of the oldest and most well respected accounting firms in Texas. As an indication of our commitment to quality, we are a member firm of the Public Company Accounting Oversight Board (PCOAB), the National Peer Review Committee (formerly known as the Center for Public Company Audit Firms) Peer Review Program and the AICPA's Governmental Audit Quality Center (GAQC). The GAQC requires member firms to establish policies and procedures specific to the firm's governmental audit practice to comply with the applicable professional standards and Center membership requirements. Additionally, member firms must have its governmental audits selected as part of the firm's peer review reviewed by a peer review team member who is employed by a GAQC member firm. NATIONAL RECOGNITION The firm received national recognition from the American Institute of Certified Public Accountants (AICPA) as an official member of the esteemed G400 group, as well as being identified as one of the 500 largest in the United States, out of 44,000 in the nation. As a member of G400, Pattillo, Brown & Hill, L.L.P. will partner with the AICPA to increase our expertise as well as provide feedback and support to the accounting industry as well as to our valued clients. VALUE AND EFFICIENCY We recognize that clients expect the services rendered by their professional accounting firm to go beyond the financial statements. We understand the expectations of our clients and welcome the opportunity to serve not only as auditors, but also as advisors. Our approach places substantial emphasis on the need to thoroughly understand your operations. This audit approach allows us to contribute constructive suggestions regarding your internal controls, operating and accounting procedures, and other matters worthy of management's attention. EXPERIENCE We have in-depth experience, presently serving over 100 governmental clients, including many cities. Government audits continue to be the fastest growing segment of our client base. We are committed to serving this segment, and continue to expand our department and the scope of services offered to governmental organizations. Our clients include many governmental organizations as is evidenced by the partial listing included in this proposal. For fiscal year 2014-2015, approximately 50 of these clients were required to have "Single Audits" performed in accordance with OMB Circular A-133. It is noteworthy that our workpapers have been examined in connection with several of these "Single Audits" by representatives of grant and/or cognizant agencies. In all circumstances, our supporting workpapers have earned excellent reviews. EXHIBIT 2 COMMITMENT TO GOVERNMENTS Governmental audits continue to be the fastest growing segment of our client base. We are committed to achieve the highest standards in performing quality governmental audits. As evidence of this commitment, our proposed service team includes members of the following organizations: • AICPA's Governmental Audit Quality Center • Government Finance Officers Association (national) • Government Finance Officers Association of Texas • Special Review Committee of the GFOA • Texas Association of Regional Councils • Texas Association of Counties • Texas Association of School Business Officials Many of our clients have elected to pursue the GFOA's Certificate of Achievement for Excellence in Financial Reporting on a regular basis. In all instances where we have been associated with this pursuit, our client has been awarded the certificate. Additionally, three members of your proposed audit team are currently GFOA Special Review Committee members. COMPETENT, EXPERIENCED PERSONNEL Pattillo, Brown & Hill, L.L.P. includes members with excellent professional qualifications as evidenced by the following: • One former member served on the Texas State Board of Public Accountancy. • One former member is past president of the Texas Society of CPAs, • Several members are past chairmen and several are current chairmen or members of Committees of the Texas Society of CPAs including the Society's Government Accounting Standards Committee. • Members are heavily involved in continuing professional education programs sharpening technical skills. • Our Firm includes members of the Association of Government Accountants and the Government Finance Officers Association of Texas. • Five members of our Firm are active members of the Special Review Committee of the Government Finance Officers Association. Our firm has conducted trainings for local governments, as well as spoken at state-wide conferences. The service team not only stays abreast of issues that face local governments, but routinely those items are communicated to PB&H's clients as well. In keeping with our obligation for quality service, we require our professional employees to complete a minimum of 40 hours of technical training directly related to auditing and accounting for local governments. We also encourage our personnel to pursue their certification as accountants and then to become actively involved in local and state professional organization activities. EXHIBIT 2 COMMITMENT TO OUR CLIENTS At Pattillo, Brown & Hill, we value all of our clients and put a high priority on customer service. The City of Denton, Texas would not just be "another audit" for our firm. We understand that developing a strong and lasting relationship with your City will benefit our firm because we are in the business of performing audits of local governments, but we also understand that the benefits of this audit are limited if we do not provide you with a level of service that exceeds your expectations. We also believe that this relationship has to be mutually beneficial. Because our client base per partner is much smaller than that of national accounting firms, our partners are much more actively involved with the performance of engagement procedures. Benefits to the City include having more experienced professionals performing the work and greater continuity from year to year. We believe our Firm's foundation is our partner relationships with our clients. We believe it is essential to make our partners available to our clients at all times during the year. We have found that handling issues throughout the year; instead of only during the audit, makes for a cleaner audit and gives our clients peace of mind to know that the problem or situation has been resolved. Our Firm handles meetings, phone calls, in-house training and other requests from our clients at all times during the year. Our fee proposal is inclusive of all phone calls and conversations during the year. All that we ask is that some advance knowledge of large requests be given in order to accommodate your needs. Our proposed service team has thorough knowledge of government auditing and extensive experience auditing a variety of entities similar to the City. The team brings a wealth of experience in auditing Texas cities, and as such they are well versed in the intricacies of Generally Accepted Government Auditing Standards, and Uniform Grant Guidance. If awarded the engagement, John Manning and a team of experienced professionals will perform the City's audit. As mentioned earlier, our partners are much more actively involved with the performance of engagement procedures than larger national firms. To maintain the highest quality of technical understanding, each member of our government audit staff annually attends at least 40 hours of technical training directly related to auditing and accounting for local governments. With staff members working exclusively in this specialized field, they are properly equipped by attending specific training for this field and gaining experience relevant to audits of local governments. EXHIBIT 2 Below is a listing of City and County governments audited by our firm; City Governments Athens Balch Springs Beaumont Bedford Belton Caldwell Cedar Park Clifton Colleyville Columbus Copperas Cove Corsicana Deer Park Del Rio DeSoto Duncanville Eagle Pass Fairfield Flower Mound Forest Hill Fredericksburg Grapevine Hearne Hewitt Highland Village Hillsboro Huntsville Kennedale Kerrville Kyle La Porte Lacy -Lakeview Leander Live Oak Marble Falls Murphy New Braunfels North Richland Hills Pantego Pearland Pfl uge rvi I I e Richland Hills Rowlett San Marcos Sherman Stephenville Terrell Waco Weatherford Westworth Village White Settlement County Governments Anderson County Bastrop County Bowie County Cherokee County Collin County Denton County Falls County Grayson County Gregg County Grimes County Harrison County Henderson County Hood County Jasper County Jefferson County Kaufman County Lampasas County Limestone County McLennan County Medina County Navarro County Orange County Robertson County Rockwall County Tom Green County Upshur County Williamson County Wood County FM EXHIBIT 2 Below is a listing of various local governments audited by our office; School Districts Education Service Centers Aquilla I.S.D. Education Service Center Region I Belton I.S.D. Education Service Center Region XII Bosqueville I.S.D. Education Service Center Region XIII Brownsville I.S.D. Bruceville-Eddy I.S.D. Bryan I.S.D. Councils of Governments Buckholts I.S.D. China Spring I.S.D. Alamo Area Council of Governments College Station I.S.D. Brazos Valley Council of Governments Corsicana I.S.D. Central Texas Council of Governments Gatesville I.S.D. Concho Valley Council of Governments Granbury I.S.D. East Texas Council of Governments Groesbeck I.S.D. Heart of Texas Council of Governments Hays C.I.S.D. Houston -Galveston Area Council Hillsboro I.S.D. Permian Basin Regional Planning Commission Hubbard I.S.D. Rio Grande Council of Governments Hudson I.S.D South East Texas Regional Planning Commission Hutto I.S.D. Lancaste r1.S.D. Llano I.S.D. MHMRCenters Lorena I.S.D. Midway I.S.D. Abilene Regional MHMR Center Moody I.S.D. Brazos Valley MHMR Services Salado I.S.D. Central Counties Center for MHMR Services Schertz-Cibolo-Universal Collin County MHMR Center dba Life Path Systems City I.S.D. Heart of Texas Region MHMR Center West Orange -Cove C.I.S.D. Hunt County MHMR Center Johnson -Ellis -Navarro County MHMR Center Lakes Regional MHMR Center EXHIBIT 3 ORDINANCE NO. 2016 - AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR AUDIT SERVICES FOR THE CITY OF DENTON; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6118 -AWARDED TO PATTIL,LO, BROWN & HILL, L.L.P., FOR A TERM OF THREE (3) YEARS WITH TWO (2) ONE YEAR RENEWAL OPTIONS, IN THE NOT -TO -EXCEED AMOUNT OF $477,350). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for Audit services for the City of Denton in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 6118 Pattillo, Brown & Hill, L.L.P. $477,350 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. EXHIBIT 3 SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. This will be an initial three (3) year contract with options to extend the contract for two (2) additional one (1) year periods with all terms and conditions remaining the same. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 6118 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: EXHIBIT 4 CONTRACTBY AND BETWEEN CITY OF DEON, TEXAS AND PATTILLO, BROWN & HILL. (FILE 61 18) For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: Contractor shall provide services in accordance with the City's document Ef-Q 6062 a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes, The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: These documents make up the • documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. N g DecuSigned by: BY: Jido� K. CPA _ [ 72EM435408 rS F1 A LI) b BJIN A I U R -V - AUT t -)K12 7/27/2016 RM Name: John K. Maiming— Title: CPA, Partner 254-772-4901 PHONE NUMBER jkmannire gCq),pbhcpa,coM------' — -------- E AIL ADDRESS NNUINVINMI11 1=Mjffl�t01]q11 CITY OF DENTON, TEXAS HOWARD MARTIN, CITY MANAGER =a ATTEST: JENNIFER WALTERS, CITY SECRETARY M APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY ocusigned by: BY: 64.O K2AM439 Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 Flxhibit A ftwkwnwo "IL mm, MUM! M, MIMIravM1 CITYagreesto contract with the CONTRACTOR as an independent contractor. CONTRACTOR shall perform all those services set forth in City's Request for Proposal (RFF #6118), the CONTRACTOR's response to the RF Q, which are on file with the office of the CITY's Purchasing Agent, and this Contract. CONTRACTOR hereby agrees to perform these services with diligence and in accordance with the highest professional standards customarily associated with such services in the State of Texas. CONTRACTOR shall provide services to the CITY as an independent Contractor, not as an employee of the CITY. CONTRACTOR shall not have or claim any right arising from employee status. To meet the requirements of this contract, the audit shall be performed in accordance with generally accepted auditing standards as set forth by the American Institute of Certified Public Accountants and the GASB, the standards for financial audits set forth in the U.S. General Accounting Office's Government Auditing Standards, the provisions of the Single Audit Act of 1996, and the provisions of Uniform Grant Guidance, Audits of State and Local Government, and any other requirements from like regulatory agencies. 3. WORK TO BE PERFORMED agyawgiam, 0 - The CONTRACTOR is required to audit the general purpose financial statements, consisting of the combined statements for all fund types and account groups and the notes to the financial statements. However, the auditor is to provide an "in -relation -to" statement on the combining and individual fund financial statements and supplementary schedules based on the auditing procedures applied during the audit of the general purpose financial statements. The CONTRACTOR is not required to audit the statistical or regulatory sections of the report; these sections will remain unaudited. The auditor shall also be responsible for performing certain limited procedures involving required supplementary information required by the GASB, as mandated by generally accepted auditing standards. The auditor is required to audit the information contained in the Supplementary Schedule of Expenditures of Federal and State Awards. 1his —information should be subjected to the auditing procedures applied in the audit-ofthe general purpose financial statements and in accordance to Governmental Auditing Standards, the Single Audit Act as amended in 1996, and U.S. Office of Management and Budget (OMB) Circular A- 133. The auditor is to provide an opinion of the fair presentation of this schedule in relation to the general-purpose financial statements taken as a whole. Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 The scope of the City's annual audit, or any other work for which the CONTRACTOR is engaged, can only be broadened with the express written consent of the City. The CITY will have the right to negotiate fees for work related to broadening the scope of any work for which the proposer is engaged. 71W ,,o lowing the completion of e au�ffoTTFie tiscal year' statements, TfFe7= M shall issue all reports currently required by state and federal grantors and by such as the American Institute of Certified Public Accountants, the Governmental Accounting Standards Board, the Government Finance Officers Association of the United States and Canada, and any other regulatory agencies. The CONTRACTOR shall likewise issue any other reports subsequently required by these or similar entities following completion of the financial or single audit. .e se e we of. 'ecatera manciat assistance ana r norl reports, as we e reports on the internal control structure and compliance, are to be issued separately. In the required reports on internal controls, the auditor shall communicate any reportable conditions found during the audit to the Assistant City Manager, Director of Finance, Audit/Finance Committee, and the Internal Auditor. A reportable condition shall be defined as a significant deficiency in the design or operation of the internal control structure, which could adversely affect the Organization's ability to record, process, summarize, and report financial data, consistent with the assertions of maria,Nement in the financial statements evaortable conditions-, that are also material weaknesses, shall be identified as such in the report. Non -reportable conditions discovered by the auditors shall be reported in a separate letter to management, which shall be referred to in the reports on internal controls. The report on compliance shall include all instances of noncompliance. * Assistant City Manager 0 Director of Finance 0 Audit Committee 0 Internal Auditor The CONTRACTOR shall assure themselves that the City of Denton's Audit Committee is informed of each of the following, and any other item, as required by the regulatory agencies noted above: 1. Difficulties encountered in performing the audit. 2. Disagreements with management. 3. Major issues discussed with management prior to retention. 4. Management consultation with other accountants. Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 5. Management judgments and accounting estimates. 6. Other information in documents containing audited financial statements, T Significant accounting policies. 8. Significant audit adjustments. 9. The auditor's responsibility under generally accepted auditing standards and government auditing standards. The CITY Controller's staff will prepare all work papers necessary to prepare the financial statements for the individual funds, These work papers will include trial balances, journal entries with back-up documentation, fixed assets and depreciation schedules, etc. The staff will prepare closing folders for each rellortable fund, fund arout). government -wide and investments for use bl ISM supporting documents to aid in the audit. These folders will be presented to the auditors at the onset of year-end work. Personnel will be available to the auditors for the purpose of pulling invoices, directing auditors to the proper files, or for explaining procedures. PBC's can be provided; however, these should be coordinated with the Controller. The CONTRACTOR should provide the Controller an advance listing of the required forms and information required, 6. PRE, PARATION OF COMPREIIE'NSIVE ANNUAL FINANCIAL REPORT The CITY Controller's staff prepares all information included in the Comprehensive Annual Financial Report (CAFR). The CONTRACTOR reviews this information and approves it prior to printing. Because the CAFR must be released within six months after the fiscal year end (March 3 1) to be eligible for the GFOA Certificate of Achievement for Excellence in Financial. Reporting, December and January of each year. A listing of critical dates and the year-end close schedule has been provided in section 6.0. ® SPECIAL CONSIDERATIONS The CITY will send its CAFR to the GFOA of the United States and Canada for review in their Certificate of Achievement for Excellence in Financial Reporting program. The CONTRACTOR will be required to provide assistance to the CITY to meet the requirements of this program. The CITY will require the CONTRACTOR's assistance to comply with reporting requirements resulting from new GAS13 pronouncements. 8. REVIEW OF OFFICAL STATEMENTS The CITY currently anticipates it will prepare one or more official statements in connection with issuance of debt that will contain the general-purpose financial statements and the auditor's report thereon. The CONTRACTOR shall be required, if requested by the CITY, the fiscal advisor and/or Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 113111111111 M 111111111111111111111 The CONTRACTOR may be requested to provide other types of services, collectively referred to as "special projects." Examples of such services include additional audits or reviews, cost studies, and consulting services. The CONTRACTOR shall provide the CITY's accounting staff with information relating to regulation changes that would affect the City and its operation. Examples would be timely notification of changes proposed or initiated by GASB, Financial Accounting Standards Board (FASB), or General Accounting Office (GAO). Some of the updates should provide the client with continuing professional education (CPE) credit opportunities. This training can be in either the current issues, or simply general training. It should provide the client with opportunities to remain current or increase knowledge in governmental auditing/accounting, or related areas. Subsequent to the contract award, arrangements shall be made, if possible, for a review of prior year work papers by the firm awarded the contract. The CONTRACTOR may have access to prior years' audit reports, by contacting Harvey Jarvis, Controller, at (940) 349-8174. 12. WORK AUDIT A separate workspace in close proximity to the accounting records will be provided, as well as photocopy machines, phone and a fax machine. 13. AUDIT WORK'IT MING =Mllffffff Y�TVW-K, Pri*r KLLS, MUSL 0CM—&' each year. Post -closing work may commence on or about November 15th. Completion of ,d fieldwork should be accomplished no later than January 23 . Fieldwork will be considered complete when the auditor has made all adjustments and trial balances are returned to the Controller for CAFR preparation. The date for release of the report for printing shall be no later than January 23rd of the respective year, after the end of fieldwork. At that same time, a draft management letter should be delivered. 19MIMIAMM, AKMM, 1,112 MINIMM111 "M "I, 11111121MIRLS Routinely, the City prepares an official statement for a bond offering that includes information taken from the most current CAFR. As needed, a review of the official statement resulting in a "consent and citation of expertise" letter will be required. Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 14. OTHER AGREED PROCEDUIZES (CLOSTRE/ OST CLOS U RE The CONTRACTOR will verify whether the City's Solid Waste and has operated at a deficit equal to 5.0% or more of total annual revenue in either of the past two fiscal years. Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 This contract shall not exceed a three (3) year period, and requires no armual renewals, which begins on July, I . 2016. The City and the Awarded Contractor will be required to commence within fourteen (14) days of delivery of a Notice to Proceed, or issuance of the Purchase Order. In the event of an emergency or extenuating circumstances, the City may at its sole option, elect to extend the contract for an additional (12) month period. VVJ ILIL%111 1113U UJAV111 0%.' 'C'MCBM vuibualu Tf, of this Contract shall be deemed to have been delivered, whether actually received or not, when deposited in the United States Postal Service, postage prepaid, registered, or certified, return receipt requested, addressed to the CITY or CONTRACTOR, as the case may be at the following addresses: Either party may change its mailing address by sending notice of change of address to the other at the above address by electronic communication. The terms, obligations, and requirements of this Contract shall be construed in accordance with the laws of the State of Texas. The obligations and requirements of the parties hereto are performable in Denton County, Texas. Any litigation involving this Contract shall be tried in a court of competent jurisdiction sitting in Denton County, Texas. In consideration of the terms, covenants, and mutual agreements hereinabove stated, CONTRACTOR hereby accepts the contract with the CITY, and undertakes the performance of this Contract as above stated. All directives between CONTRACTOR and CITY shall be continued in writing. ® COVENANT NOT TO SUE CONTRACTOR further agrees not to bring any cause of action against CITY relative to this Contract. Should CONTRACTOR bring any cause of action against CITY, CONTRACTOR Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 agrees the liquidated damages shall not exceed $1 .00, and the filing of such cause of action shall be considered a material breach of this Contract. ffilllI�� 22. PERSONNEL AND EQUIPMENT A. CONTRACTOR represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Contract. Such personnel shall not be erriployees or officers of, or have any contractual relations with, CITY. CONTRACTOR shall inform CITY of any conflict of interest or potential conflict of interest that may arise during the term of this Contract. B. All services required hereunder will be performed by CONTRACTOR, or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. C. CONTRACTOR represents that it has or will secure, at its own expense, the hardware, software, and other resources required to perform, all the services required under the terms of this contract in a timely manner. 23. MODIFICATION No waiver or modification of this Contract, or of any covenant, condition, or limitation herein. contained shall be valid, unless in writing and duly executed by the party to be charged therewith. No evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto, out of, or affecting this Contract, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing and duly executed. The parties further agree that the provisions of this section will not be waived unless as herein set forth. A. For the purpose of this Contract, the key person who will perform most of this work hereunder shall be John K. Manning. However, nothing herein shall limit CONTRACTOR from using other qualified and competent members of its CONTRACTOR to perform the services required herein. B. CONTRACTOR shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, efficient manner, and in accordance with the provisions hereof. In accomplishing the services hereunder, CONTRACTOR shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by CITY. C. CITY shall assist the CONTRACTOR by placing at the CONTRACTOR's disposal all Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 reports and an:� other data relative to the services outlined in this Contract, and arranging A I 1 14 ATVIAJ under this contract. 25. TIME OF THE ESSENCE Time is of the essence with respect to all matter covered by this Contract. DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 Exhibit B Request for Proposal 6118 1. The actual RFP document is on file with the Office of the Purchasing Agent for the City of Denton, along with the full proposal of the Contractor. VIMMININITATUM Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 I I V) Ln 0 CS C5 Ln N 0 0 0 Ln ae— PMI ff & & m M 0 !t E '0 0 U) C cr m m 0 r-4 11 N 0 c 0 0 0 0 N CO 4-a u a c 0 cr E =u 0 u CL EaiCS Z 41 C7 C C1 Q) X S2 rm 6fG u 0 E 0 M CL V) a) i2 t= u C L) KZL Ln m C11 6 CL w 4a .2 0 tA > CA Ln u � 0 r, 00 0 u 0 r-1 0 H 0 0 0 (N C14 N r-4 cu ai (U cl) w V� 2! 2 2! i! L 0 U) V) Ln V) U) pg < c c c a m m m m res F- 0 ai 0) w w u u u cu m m m eu M Qj tA cx u —0 to C CL < < < < .... . .. . ...... . u z CL 0 0 LU w LU < LU < LU 00 CL LU --I C`4 m x LL Qj LLA w iE I I DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 Exhibit C Standard Purchase Terms and Conditions 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, arid shall continue in effect until all obligations are performed in accordance with the Contract. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. xa"�� DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non -conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's SubContractor's, facilities, or the deliverables at the Contractor's, or the Contractor's SubContractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and licrcoy rciudNcs allu nolts L110 kILJ 11drIM77,11 L17 MITTIT 717 uamascb V1 any kind or nature if the actual site or service conditions differ from expected conditions. The Contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff", participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subContractors, and subContractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property. i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.0§7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 US.0§1251 et seq.). 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B810 EXHIBIT 4 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the umose of filliELLUhLis order, such SDecial tooling eimiment and anj Drocess sheets re lated. thereto DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B810 EXHIBIT 4 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such pjw&e,�A erformed and obli-Mations incurred [trior to the date of termination in accordance with the terms hereof. S emen #y me -- ractor on any er 17 in any reWr required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 35, RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 Act, Chapter 552, and 're xas Government Code. Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the Cit: - and th hts in and to such deliverables, -provided 0 -e Citw shall own all I however, that nothing in this Paragraph 3 8 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for -hire, the r r h n described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 4.1 NO CONTINGENT FEES: The Contractor warrants that no person or selling agency h for commission, percentage, brokerage, or contingent tee, excepting bona tide employees of bo.. fide established commercial or selling agencies maintained by the Contractor for the purpose securing business. For breach or violation of this warranty, the City shall have the right, in additio to any other remedy available, to cancel the Contract without liability and to deduct from an amounts owed to the Contractor, or otherwise recover, the full amount of such commissio percentage, brokerage or contingent fee. 42, GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 liability if it is determined by the City that gratuities were offered or given by the Contractor or ayfy-�,Yemr m-prvscm�-a"e 6+-, Der*8,ii�-with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be -Mtitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any prietp, iD. office, and ana officer or em"ee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent Contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social. security taxes, vacation or sick leave benefits, tensation. oranw other Cit loiice benefit. The Cit-, i shall not have su ervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that AC4r,traq.Wr s direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The Contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph, The Contract is not intended to confer rights or benefits on any person, CONTRACTOR or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either r wr or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 1111111 111 gill 1 11 IIIIiII1111111 11111 Ill! III I IIIIIIIIIIIIIIIIIIII I I Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 M''11 I I IIIIIIIII111pill, 111111 pi � 111111111 "1 1111i 11111111111111 111111111111111111 111111 111111111111111111111 li�illlii!ll 111111 1-1 _WWW40,111=021 RIT1111IMPI New Year's Day (observed) MLIQ Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY Of' OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. J�111 I �1111 I 1W 56. BUY AMERICAN ACT - SUPPLIES (Applicable to certain federally funded Contract # 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 59. PRE VAILING WAGE RATES: The Contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at for Denton County, Texas (WD -2509). DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 MOMMIAMM" DocuSign Envelope ID: E5584A99-6A87-4453-91 9-CD6B6F56B81 0 EXHIBIT 4 delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. Pff Q/Bid documents 3. City's standard terms and conditions 4. Purchase order 5. -3«:» mrs and conditions DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 Exhibit D INSURANCE REQUIREMENTS AND WORKERS' COMPENSATION REQUIREMENTS pit --121 �—.- 0 111�0- OW&ROrk gulf 14MAdi-11a, IIL-N#IW T Each policy shall be issued by a company authorized to do business in the State of Tex-" with an A.M. Best Company rating of at least A or better. I lot a IN 11 70-11 with respect to the City, its officials, agents, employees and volunteers; or, the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: A Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion'of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor ;,hall maintain such coverage continuously throughout the term of this contract and, DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includ-" a general annual aggregate limit providing for claims investigation or legal defense cos to be included in the general annual aggregate limit, the Contractor shall either double t occurrence limits or obtain Owners and Contractors Protective Liability Insurance. I Should any required insurance lapse during the contract term, requests for paymen originating after such lapse shall not be processed until the City receives satisfacto evidence of reinstated coverage as required by this contract, effective as of the lapse dat If insurance is not reinstated, City may, at its sole option, terminate this agreeme effective on the date of the lapse. 11 All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted., URMMMMLt=1m f1luArInnir. Ill General Liability insurance with combined single limits of not less than $1,000,000. shall be provided and maintained by the Contractor. The policy shall be written on occurrence basis either in a single policy or in a combination of underlying a umbrella or excess policies. ..... .. .... .. .. ... ...... Coverage A shall include premises, operations, products, and completed operations, independent Contractors, contractual liability covering this contract and broad form property damage coverage. .�i 11111MME��� 191111 1=1 WQM�� Broad form contractual liability (preferably by endorsement) covering th contract, personal injury liability and broad form property damage liability. Automobile Liability Insurance: I DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. • any auto, or • all owned hired and non -owned autos. Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110. 110 of the Texas Workers' Compensation Commission (TWCC). naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a �1,000,000.00 aggregate. Coverage is required if Broad form General Liability is not provided or is unavailable to the Contractor or if a Contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required, J"MMMM_*JM# Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. I I !MJJ�gii1;r willilli 1111111i ill 111111EIM�� DocuSign Envelope ID: E5584A99-6A87-4453-91F7-CD6B6F56B810 EXHIBIT 4 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 Persons providing services on the project ("subContractor" in §406.096) - includes all persons or entities performing all or part of the services the Contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the Contractor and regardless of whether that person has employees. This includes, • limitation, independent Contractors, subContractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling; or deli,vering,equip.ment or materials, or providing labor, transportation, or • service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The Contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. If the coverage period shown on the Contractor's current certificate of coverage ends during the duration of the project, the Contractor must, prior to the end • the coverage period, file a new certificate of cover*,#- • ! ge ontractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no ia an se,fen To. -Ti t=i��-curAT.@7'�r7e"F%-,'?tl7tl-duut,-i,—a-t-fzT,�=e- of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F The Contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The Contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the Contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. wfllffll�-IW DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 H. The Contractor shall post on each project site a notice, int text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The Contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, is meets the statutory requirements of Texas or Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide tote Contractor, prior tothat person beginning or on the project, a certificate of coverage showing that coverage is in provided for all employees oft person providing services on the project, fort duration of the project; 3. provide the Contractor, prior tot end oft coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration oft project; 4. obtain from each other person with whom it contracts, and provide to the Contractor: a. a certificate of coverage, prior tot other person beginning work on the project; and 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmentaF entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 J. By signing this contract or providing or causing to be provided a certificate of coverage, the Contractor is representing to the governmental entity that all employees of the Contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-insurance Regulation. Providing false or misleading information may subject the Contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The Contractor's failure to comply with any of these provisions is a breach of contract by the Contractor which entities the governmental entity to declare the contract void if the Contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. FSTINTMIMMOM DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor ivill be reg pired if.) I'tirilish '111 original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. 1. Log onto the State Ethics Commission Website at: forrnl295.ht m 1 Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1.295 6. Email the notarized for to purchasinaLa),Cit q..f..d.e...n.ton.com with the contract number in the subject line. (EX: Contract 1234. — Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days. Contract # 611.8 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B810 EXHIBIT 4 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doirl"usiness with local governmental entity nh-ii-4-6—estionnaire reflects changes—made itio"ti—helaw -b-y-'H.B. 23, 84th Leg., Regular Session. This questionnaire «d- by _ vendor business ., requirementsdefined by Section 176.001(1-a) with a local governmental entity and the vendor meets .. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. WMV�,�� ,. EjCheck this box if you are filing an update to a previously filed questionnairl (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7"' business day after the dale on which you bec acne aware that the oriclinally filed questionnaire was incomplete or inaot:urrate.) Name of tocol government officer about whom the information in this section is being disclosed. This section, (item 3 including subparts A, II, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176,001(1-a), Local Government Code. Attach additional pages to this Foran CIQ as necessary. A. Is the local government officer named in this section receiving or nicely to receive taxable income, other than investment income, from the vendor? `fes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer framed in this section ANIS the taxable income is not received from the local governmental entity? EJ Yes D No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? El' Yes E No D. Describe each employment or business and family relationship with the local government officer named in this section, ElI have o Conflict of Interest to disclose. Signature of vendor doing business with the governmental entity DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B810 EXHIBIT 4 Exhibit G CONTRACTOR DOMMENTATION Contract #t 6118 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 Carlos H. Cascos Reports halt Secretary of State P.0, Box 12028 Austin, Texas 78711-2028 Office of the Secretary of to Annual Report of a Limited Liability Pailnerstip File Number: 801390974 Report Year: 2016 F, I [- E t ) I tl tj Its 0 ff i (:a s) r] f , h W, l I ne naine of the partnership is: Bpcnry of State <)'� `raxi'vn PAS TILLO BROWN & HILL LLP 2. The federal employer identification number is: 741130599 Ccip oraflonsSedlort 3, The number of general partners as of the date of filing is: 4. The address of the partnership's principal office in Texas or outside of Texas, as applicable, is: 401 WEST HIGHWAY 6 Wacc,'I'X, 76710 mmzm= The undersigned signs this document subject to the penalties imposed by law for the svbrnission of a materially false or fraudulent instrument and certifies under penalty of perjury that the undersigned is authori? ed under the provisions of law goveming the entity to execute the filing instrument. Date: ur For a gcnerat )ioi wri'ship, signature of a majonty-In-in , 0 tefr il e'r the partners or signawre af one or more of the partners authorized by a majority -hi -interest, For a limited partnership, signature of one general partner. INSINKNEEM Tim filing fere is $200 per general partner, Fms weary be paid by che(,k, monq mdcj,, Lega9Easc debit card, or Ar ieyivan Express, Discover, MasterCard, and Visa credit card. Checks or money orders be pay,iblu throe at U.S, bank or financial insfitution and made payable to the Secretary of State. Fees paid by credit card ore. wh)vct m ,i qawioi fly authorized convenience fee of e7 percent of the total fees. Submit the completed form in duplicate, together with the Ming fee, on or before June to The four: may be mailed to the address shown above; faxed to 5 12-463- 1423; or delivered to the James girl Rudder Office Building, 1019 Brazos, Austin', To ;870 1, If transmitted by fax, a transiniWon payment form (Form 807) that nichides credit card Inforneition must accompany the documvil, On riling, the secretary of state will renam 'he appropriate evidence of Ming to the submitter together with a pie-siamped copy of the document, if a duplicate copy was provided as instructed, Notice, Failure to file the annual report when due may result in the termination of lite partnership's registrafion, DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B810 EXHIBIT 4 ... 0A'TE (NOVIDDb`VNY)I`CERTIFICATE OF LIABILITY THIS CERTIFICATE. IS ISSUED A8 A MATTER OF INFORMATION ONLY AND CONFERS O RIGHTS UPON THE CERTIFICATE HOLDER, THIS ... CERTIFICATE DOES NOT AFFIIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE DR PRODUCER, AND THE DEI%TIFICATE HOLDER, 1 ­-. .... �. IMPORTANT: If the €ooasfic at roldrar' Is arp ADD6'f`MNAL INSURED, s95o pof y(ir ) must be enduts ed. iI SDBRO ATION IS WAIVEIa, si:jod to the tartans and conditions of tlmma policy, ce taIn pofties may require an endor ern a t. A statement. on this c atltirato does not confer rIghts to time rerFdticalta IToWer arm Hou rat such c u Dr' -A urioIrtts) _ a.... _ .... _. PRODUCFa ar"r,a, CDDaariotto Landry Y�1+41SL_ Z arc.>r r> d p o carr; (254)759-3701 F' , t , ITc kiFr44 i 11 l :mra fx' Y? tas a z as f texas ., w£.assa INSURER(S) AFFORDING COVERAGEI..... i4Fm3C # Waco TX 76702-2683 IrmsIDFtFP,sA Travelers 1%'t{aaaalaat,; INSUPr':'a ICSAUREa0, 2hoeni c Ina r 2nce Crarrpanys ;25623 I';,ttillo, Brown, & Hill, LLP INSURER C;Travelers C=swz-,Ity A Surety 19038 P, o, Brox 20 725 INSURE C ;C t'iZt:".2:igo Insurance Co%C51"a,;1..ny IN.SURER C: ATx 76702' 72«3 :IBI ,tI IFIH4.: .... _ ... _ COVERAGES CERTWICAI"E � UIMBER2 C L 51012036/2 REVISION I I E _ THIS'i TO (;' VIII Y 'i'IIAT I I OF" IR'SURANNCE LISTED NF"l4 W I IAVF BEEN ISSUED TO THE It ,IJ) :I.) NAMED ABOVE FUR THE POLICY PERIOD sPOLIC-IES INDICATED. NOTWITHSTANDING ANY REQUIREMENT, iEr"'M OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT 10 WHICH, THIS CERTIFICATE ICATE MAkY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY 11-111 POLICIES DESCRIBES HEREIN IS SU&JECT TO ALL. THE TERMS, EXCLUSIONS AND (,C.INDI I,(DFIS IAF ,4 CH NCIL_Cs'IES LIMITS S HCCMN MAY HAVE BEEN REDUCED BY PAID CLAIMS, FOOL �SUtIR - L!(4 I 5 I XI IH SR 4 Yr2 NTYPE OF INSURANCE N513 Vo(D P91 Icy p;5'ill�f1_ ) � A CS.+4'f ._ _ ...,.,....m _(*7 ._... .}°A. COMMERCIAL GENERAL LIABILITY ._. , - a1,000,000 CAskA,,,', xC .300 000 ADE I ( .,.r -..53 . ,"121 :.5l-42 2i28/2015 9 2,i s,1.,16 .,4.,ti>{= e a.*orl.. 5,000 1x000,000 I a.. _:�I , q r.Ada ' GENERAL AC;C2REGATE .I n$i��,CD C u`, „r, E.I;-t,. , ,.,,y= I, 2,000,.000 ,.. e .. E npl yee 6elldl ` (', 1,000,000 , _. _ �.,, AUrOMO ILE NAMI-11Y ....-. 1 , 000, 000 I w r I r lsl( r,i11 1cs. A.a „a 98/2015 9/20/2016 l 13 , t' (111 as `Y11 I1 t �p J .... N 1PBRFLLA [ A3 ( EACH OCCURRENCE / i F"'000,000 E%GEuE LAB As w. 1 5,000,000 =I,I x db Cs«Co .. ,e 9/20/ 2015 9/20/2016 ,.. siU9,,8 IC �C:CCrTEEF.l,rAYCJFi. l.a A. na FPEPLOYET5 LIABILITY Y/ N500,000 NY rF l II ii `. I i k XGLUCrLC? g N A -I (,p,,, x _,+b 9/20/2015 „a `siC,/201E I l ,I Ake' illsr:P� a C, II;I rnd ILIpP1 NLj �3 <. ,F ,a .,.. ,.. ,.. / _ OfStA iDt,3 r___. L? Professional liability !=C.S100003 _=',r,, ,... ' 1,12,12IJ16 z L ....... ......... .... __. ... ...._, .... _.... ._ .. .,... .... ..... _... ....., .,......._ __ ...,.... ....... „ IF I ION OF OPERATIONS t LOCATIONS! VEHICLES (At»asRD 561. Addlldir, al Rea w€ks Schedule, m.y be aaltacher! It Muse *PtC` to au s,elr.d) C78,nC;FKION ,,,,,. ..:..,........... The rTE'nGrC:l liability policy contains an endorsement ntF T roviding additional insured status to the t eztiii.,t:;1'te holcter iE there is a written contract t1t.5,een the named insured and cartificato aar,,Edor that. requires such h E;X'I'. acus* , I CFP HFICATF IHZI_DFR CAINt:EL Ail l __. SHOULD ANY OF THE; ALONE DESCRIBED POLICIES 113E CANCELLED BEFORE For Informational Purposes THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE. WITH THE POLICY PROVI ION& I OF 1988-2014 ACO CORPORATION, ION, AN rights resw rve d, ACORD 25 2014101) The ACORD name and logo are registered marks of ACORD INS02 a'2Ct`4011 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B810 EXHIBIT 4 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or otherpersoll dolini business with IncaUpyornmental el'Ifliv 1 -.e-- - -- - - - - ----------- - ..... . ............ . . .. . . . ...... . ..... . 11 - - ------ -- This questionnaire reflects changes made to the law by HA 1491, 80th Leg., Regular Session, Th�om�ivttixmkn is bo6vg filsul ira ,asssr&a,�- *&&;s&sA%1,.Ciovernment Code by a Nerson who has a- —MWjW as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176,006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becontes aware of facts that require the statement to be filed, See Section 176,006, Local Government Code, A person conunits an offense if the person knowingly violates Section 176,006, Local Government Code. An offense under this section is a Class C misdemeanor, ------------------- -- Name of person who has a business relationship with local governmental entity. NIA 1:1 Check this box if you are filing an update to a previously filed questionnaire. (The law rrquirts that you file an updated completed questionnaire with the appropriate filing authority not later than the Ph business day after the date the oritnwillv filed miestintinaire becomes incorunletc or inaccuratc.) Name of local government officer with whom filer has an employment or business relationship. jv .4 Name of Officer This section, (item 3 including subparts A, B, C & D), must he completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than inveshfiefu income, from the filer ofthe questionnaire? Yes No B. Is the filer of the questionnaire receiving of likely to receive taxable income, other than investment income, from or at (he direction of the local government officer narned in this section AND the taxable income is not received from the local governmental entity? I Yes [ I No CIs the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? [ I Yes No D. Describe each affiliation or business relationship, XI have no Conflict of Interest to disclose. Date DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 City of Denton Purchasing 901-D Texas St. Denton, TX 76209 Phone; (940) 349-7100 Fax: (940) 349-7302 _SubstftuteW-9 Form The IRS requires all vendors to complete a W-9 Form. The Information on this form must be filled out, signed and submitted by a vendor representative. All information must be completed before a purchase order or payment will be issued. Name as shown on your Income tax return- [014 110 691OWK — ------------- _+ -14- Uogll Under penalties of perjury, I certify that: 1. The number shown on this form Is my correct taxtaxpayer identification number (or am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because (a) I am exerr b-bCK-qP backu_ as a result of failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a US citizen or other U.S. person -for fededral tax purposes as defined at the bottom of this page*. Authorized Signature: W -M, - Printed Name: . ...... Individuall Limited Other 0 Sole 0 Corporation F] Partnership E] Liability rlloiase nilx1rdy Proprietor Corporation I Must designate C or, S C 0 Exempt El s payno mu< . ..... . ...... Business Type El Real Estate Rental/Lease (Al) F] Equipment Rental/Lease (A-9) Royalties (A-2) El Modicalfflesith Care (A-6) . . . . .............. Services Only (A- Merchandise- Merchandise & LJ 7) C] Goods Only (A-7) E] Services (A-7) EJ Legal Fln,n/AttorneY WC) Consullanb/Prof Proceeds from . .... . ..... Fees (A-7) ..................... Real Estate Lchoses . . . . ........... I Type of Organization: 0 Minority Female Owned Non Profit 0 Historically Underutilized Owned Business *Definition of a U.S. Person -For Federal Tax purposes, you are considered a U.S. person if you are: (a) an individual who is a U,S. citizen or U.S. resident (b) a partnership, corporation, company, or association created or organized In the United States or under the laws of the United States (c) an estate (other than a foreign estate), or (d) a domestic trust (as defined in Regulations Section 301.7701-7). COD Page 1 9123/2011 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B810 EXHIBIT 4 einIt A d d r a a t (if dlf Brent fr o abova} ACH Irt - of t8 Company Name: � ... .. ABA Routing#..___ _____ Contact Name: Contact Name: Address: Bank Account#... Bank Name: ACH Email Email: ACH Email: Phone Number: Phone Humber, Fax Number: Fax Number: acts andtor Services Interoste t; MEQ writtenhas received w,me i ,< < , Vendor Signature Print Nay etTitle Date C'0 ' ' pi, 4rr. - e For Internal Use Only New Vendor Vendor Change Vendor Number El Refund MMM=4 M Purchasing Signature: Date: CCD Page 2 9/2312011 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 CERTIFICATE OF INTERESTED PARTIES FORM 1295 101`1 Complete Nos. 1- 4 and 6 if there are interested parties, OFFICE USE ONLY Complete Nos. 1, 2, 3, 5, and 6 if there are no Interested parties, CERTIFICATION OF FILING 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. Pattillo, Brown & Hill, L.L.P. Waco, TX United States . .... .... . ..... i ... .... ......... I ly err slatrs agencya laaarty to 1,17 .1 for w1ir being filed. CV of Denton, Texas 3 Provide the Identification lh�,Wal 0-1 ;Attelluy mck or Identify t contract, and provide a description of the!nervicel , il other . . . . . . . 5, 1 sande he cont 1, 1) y U' Contract #6118 Audit of Financial Statements for the City of Denton, Texas Nature ofinterest 4 Name of Interested Party City, State, Country (place of business) (check applicable) Controlling Intermediary Lucas, Michael Waco, TX United States X . . .......... . . . . . Manning, Jennifer Waco, TX United States X Pruitt, Todd Waco, TX United States X . .......... . .... Bostick, Steve Waco, TX United States X . . ....... . ...... . ........... . itttaere is NO Interested Party% 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct, S Merrily PUID11G, Store of Texas My Commission Expires SUSAN K. NEL ON September 07, 2019 SijgnUture of authorized age I contracting business entity a AFFIX NOTARY STAMP / SEAL ABOVE sworn to and subscribed before me, by the said ro\k this the day Of 20___ W__, to certify which, witness my hand and seal of office. < Signature of 01Cadministering oath Printed name of officer aadini ienng oath diniois Title of oiffl',`er admimstoong oath Forms provided by Texas Ethics Commis€;1on www,(ll-lir.,,-,,.,st.lie.tx,us Version VLO.277 DocuSign Envelope ID: E5584A99-6A87-4453-91F7-CD6B6F56B810 EXHIBIT 4 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 �Jwjug' Ij %g lb R ExEcurTivE SUMMARY Governmental audits continue to be the fastest growing segment of our client base. We are committed to achieve the highest standards in performing quality governmental audits. As evidence of this commitment, our proposed service team includes members of the following organizations: • AIC A's Governmental Audit Quality Center ® Government Finance Officers Association (national) • Government Finance Officers Association of Texas ® Special Review Committee of the GFOA ® Texas Association of Regional Councils ® Texas Association of Counties ® Texas Association of School Business Officials Many of our clients have elected to pursue the GFOA's Certificate of Achievement for Excellence in Financial Reporting on a regular basis. In all instances where we have been associated with this pursuit, our client has been Co-,tviitittee members. Pattillo, Brown & Hill, L.L.P. includes members with excellent professional qualifications as evidenced by the following: • One former member is past president of the Texas Society of CPAs. • Several members are past chairmen and several are current chairmen or members of Committees of t Texas Society of CPAs including the Society's Government Accounting Standards Committee. • Members are heavily involved in continuing professional education programs sharpening technical skills. • Our Firm includes members of the Association of Government Accountants and the Government Finan Officers Association of Texas. I Five members of our Firm are active members of the Special Review Committee of the Government Finance Officers Association. our firm has conducted trainings for local governments, as well as spoken at state-wide conferences. The service tze kenrg PB&H's clients as well. in keeping w7ai our obligation tor quality service, we reclITIFF-Fir i _fi of 40 hours of technical training directly related to auditing and accounting for local governments. We also encourage our personnel to pursue their certification as accountants and then to become actively involved in local and state professional organization activities. mes)nEnveem ID: E5 S4A9g6Ae544ga19JmmFSkm :mom \ d+ + ± d DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B810 EXHIBIT 4 City of Denton P for Audit Services ATTACHMENT A -BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1, Contract Information (for formal contract purposes): Thefbllowing infbrmation will be used to write a contract, shouldyourfirm be selected for award. Firm's Legal e: Pattillo, Brown & Hill, L„ L,.P, Address: 401 West Highway 6, Waco, Texas 76710 Agent Authorized to sign contract (Name): John K. Manning Agent's email dress: jkrnanning@pbhepa.co 3. Organization Mass (circle): Partnership Corporation Individual Association 4, Tax Payer ID #: 74®1130599 5. Date Established: 1923 6, historically UnderutilizedBusiness.- Yes or(1) 7. Does your company have an established physical presence in the State of Texas, or the City ofDenton?L'es or No, in which? Waco, Texas 8, Please provide a detailed listing of all products and/or services that your company provides. Governmental auditing and consulting * Agreed -Upon Procedures engagements * Not-for-profit auditing and consulting e Employee benefit plan administration e Financial institution services e Accounting and business consulting e Audit and assurance e Business valuations 1' 6118 - Main Document Pae 12 of 20 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B81 0 EXHIBIT 4 City of Denton R -FP for Audit Services to, Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. No. 11. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). No. 12. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" and/or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? (k, v) AN1Al"'I 1 Leyyalue=1926 a. Responding firms principle place of business: Pattillo, Brown & Hill, L.L.P. 401 West Highway 6 Waco, Texas 76710 b. Company's majority owner principle place of business: Pattillo, Brown & Hill, L.L.P, 401 West Highway 6 Waco, "Tex 76710 Ultimate Parent Company's principle place of business: Pattillo, Brown & Hill, L.L.P. 401 West Highway 6 Waco, Texas 76710 RFP 6118 - Main Document Page 13 of 20 DocuSign Envelope ID: E5584A99-6A87-4453-91F7-CD6B6F56B810 EXHIBIT 4 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B810 EXHIBIT 4 City of Denton P for Audit Services COMPETENT, EXPERIENCED PERSONNEL * One former member served on the Texas State Board of Public Accountancy. Our firm has conducted trainins for local governments, as well as spoken at state-wide conferences. The service team not only stays abreast of issues that face local governments, but routinely those items are communicated to H's clients as well. In keeping with our obligation for quality service, we require our professional employees to complete a minimum of 40 hours of technical training directly related to auditing and accounting for local governments, We also encourage our personnel to pursue their certification as accountants and then to become actively involved in local and state professional organization activities. 15, Provide rletails on how 1"irin meets Main dor.rttueni Section 3. We have demonstrated that we have well over (3) years' experience in providing similar products and services as the three clients that we have offered as references, we have done well over three years. We have offered the following governmental entities as references as requested by the RFI. They are as follows: a Town of Flower Mound, Texas • Denton County, Texas a City of grapevine, Texas In addition, we have don't each of these engagements for well over three years. Pattillo, Brown & Hill, L.L.P. has its principal place of business in Waco, Texas. We are limited liability partnership registered in the State of Texas, a. The details must be completed on this form, and shall not paint to another document in the respondent's proposal. b. Sign below and return form with final submission. I certify that our firm meets the minimum qualifications as stated in this Main document, Section 3. pattillo Drown &Dill L.LR May 12, 2016 Signature Company _ mate RFP 6118 - Main Document Page 15 of 20 DocuSign Envelope ID: E5584A99-6A87-4453-91 F7-CD6B6F56B810 EXHIBIT 4 City of Denton ,RFP for Audit Services TTACHMENT D -REFERENCES Please list three„ (3) Government references, other than the City of Denton, who can verify the duality of service your company provides. The City prefers customers of similar size and scope of work to this solicitation. REFERENCE ONE I GOVERNMENT/COMPANY NAME: tool of Flower-ltlndj_ e1a4 ...... ". _. --._----------- LOCATION: 2121 Cross IjMj2ors aid `Inrver Mound, Texas 75028 CCD1R1TAC,"]l PERSON AND TITLE: 'T'arnmy Wttqrm Execautgve,Direc;tor of [-n n ial Services TELEPHONE NUMBER: 972/874-6021 SCOPE OF WORK: Audit and Federal Si gLe...Audit CONTRACT PERIOD:2001-2015 REFERENCE TWO GOVERNMENUCOMPANY NAME: Denton C'oumvg Texas LOCA'rION: 401 Vest Hickory, Smite 423 Trenton,,jMas 76201__ C ONi'Acr PERSON AND TITLE: Tames dells, County Auditor TE LT✓PT- ONE NLIMBEW 94€x/349-31 0 _._._ ._..._ ......_. SCOPE OF WORK: anti federal and State Sinele Audi CONTRACT C✓T PE IOD: 2001-2.015 REFERENCE THREE CaCC iT✓RIlyiENUC O ANY NAME: ,City of Grapevine. Texas.,... � LCiC;ATTCD. 2(riSouth Main strei:rpe in," 'IL xac 7605 CO TACT PE SON AND TITLE- Karen ialkgr t+�f�ra��in� C�ir� tcar.pf [int gn�l�l Sit°vice ........ . �___ TELE NUMBER: R17/410-311,5 SCOPE OF WORK: Audit and Federal and Su: Single Audit � e� C;ONT°T ACT PERIOD: 2008-2015 RFP 6118 - Main Document Page 18 of 2 Certificate Of Completion Envelope Id: E5584A996A87445391 F7CD6B6F56B810 Subject: City Council Docusign Item - 6118 Source Envelope: Document Pages: 57 Signatures: 2 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 7/26/2016 1:25:52 PM Signer Events Elton Brock elton.brock@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: John K. Manning, CPA jkmanning@pbhcpa.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 7/27/2016 9:01:38 AM ID:79eb9fa3-e67c-4af2-876a-d51413818a7b John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard Martin howard.martin@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 4 Holder: Elton Brock elton.brock@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 i3ocwSe®a+ed by: :5iA72E55735496... Using IP Address: 24.155.125.28 Caacusigned by: 5C Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Elton Brock elton.brock@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 7/26/2016 1:31:27 PM Viewed: 7/26/2016 1:31:44 PM Signed: 7/26/2016 1:32:15 PM Sent: 7/26/2016 1:32:18 PM Viewed: 7/27/2016 9:01:38 AM Signed: 7/27/2016 9:02:50 AM Sent: 7/27/2016 9:02:53 AM Viewed: 7/27/2016 9:34:34 AM Signed: 7/27/2016 9:34:55 AM Sent: 7/27/2016 9:34:57 AM Viewed: 7/27/2016 9:40:52 AM secuRt r Signer Events Electronic Record and Signature Disclosure Not Offered via DocuSign ID: Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID:04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) EXHIBIT 4 Signature Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 7/27/2016 9:02:52 AM Sent: 7/27/2016 9:02:52 AM EXHIBIT 4 Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Chuck Springer, Director of Finance charles.springer@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/27/2016 9:34:57 AM Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM Parties agreed to: John K. Manning, CPA, Robin Fox EXHIBIT 4 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. 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McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 16-932, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: August 2, 2016 SUBJECT Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the supply of Electric Substation Control Buildings for Denton Municipal Electric; providing for the expenditure of funds therefor; and providing an effective date (RFP 6115 -awarded to Crown Technical Systems in the three (3) year not -to -exceed amount of $3,530,000). The Public Utilities Board recommends approval (6-0). RFP INFORMATION Denton Municipal Electric (DME) has substation projects approved in its Five Year Capital Improvement Plan (CIP) that will require the purchase of prefabricated control buildings. DME has developed three substation control building plans that can be utilized for all CIP projects where such facilities are required. Control buildings are essential components for substations because they provide physical security and a climate controlled environment for critical power system protection and control hardware. A standardized layout for the buildings has been developed that provides the advantage of reducing engineering, provides a predictable space requirement within substations, and allows an agreement to be structured to purchase multiple buildings over time at a lower cost. A more detailed description of the buildings is included in the Public Utilities Board Agenda Information Sheet (Exhibit 1). Request for proposals were sent to 155 prospective suppliers, including one Denton firm. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and the notice to prospective suppliers was advertised in the local newspaper. Nine proposals were received. Proposals were evaluated based upon published criteria, including price, delivery and probable performance by the supplier (Exhibit 2). Crown Technical Systems was ranked the highest and determined to be the best value for the City. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On July 25, 2016, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Award a contract for the purchase of substation control buildings to Crown Technical Systems Company in a City of Denton Page 1 of 3 Printed on 7/29/2016 povveied by I_egivt9i IN File #: ID 16-932, Version: 1 three (3) year not -to -exceed amount of $3,530,000. This amount includes a contingency for the addition of optional sizes of relay panels which are determined by the building plan. PRINCIPAL PLACE OF BUSINESS Crown Technical systems Fontana, CA ESTIMATED SCHEDULE OF PROJECT This is an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION The costs for material purchased under the proposed agreement will be funded from project accounts on an as needed basis. The work proposed will be in the transmission category. These costs for transmission projects will ultimately be recovered through the Public Utility Commission Transmission Cost of Service Program (TCOS). STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS Exhibit 1: Public Utilities Board Agenda Information Sheet without Exhibits Exhibit 2: Evaluation/Ranking Sheet Exhibit 3: Public Utilities Board Draft Minutes Exhibit 4: Ordinance Exhibit 5: Contract Respectfully submitted: Chuck Springer, 349-8260 Director of Finance City of Denton Page 2 of 3 Printed on 7/29/2016 povveied by I_egist9i I;, File M ID 16-932, Version: 1 For information concerning this acquisition, contact: Chuck Sears at 349-7111. City of Denton Page 3 of 3 Printed on 7/29/2016 povveied by I_egist9i I;, ,, &WUMM ENT N File #: PUB 16-160, Version: EXHIBIT 1 City of Denton Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CM/ ACM: Howard Martin Date: July 25, 2016 City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com SUBJECT Consider recommending approval of a three year unit price purchase agreement with Crown Technical Systems for purchase of prefabricated control buildings for substations in an amount not to exceed $3,530,000. (RFP 46115) BACKGROUND Denton Municipal Electric (DME) has substation projects approved in its five year Capital Improvement Plan (CIP) that will require purchase of prefabricated control buildings. DME has developed three substation control building plans that can be utilized for all CIP projects where such facilities are required. Control buildings are essential components for substations because they provide physical security and a climate controlled environment for critical power system protection and control hardware. A standardized layout for the buildings has been developed that gives the advantages of reducing engineering, providing a predictable space requirement within substations, and allowing an agreement to be structured to purchase multiple buildings over time at a lower cost. RFP 46115 was prepared to obtain unit pricing for three sizes of control buildings. A pricing method was incorporated that will allow increases or decreases in the lengths of the buildings should adjustments be necessary. Substation control buildings are used to house relay and control panels, AC and DC systems, meters, the SCADA system, and communications equipment that are necessary to control and protect substations and power lines. Placing this equipment in a climate controlled environment provides the highest probability of reliable performance and provides the best arrangement for the large amount of integration that is necessary. Three sizes of buildings are required to accommodate current and future substation designs: 15'-4" wide by 56' long 15'-4" wide by 42' long 30' wide by 46' long (doublewide) Building size is dependent on the size of the substation. Larger substations require a larger number of relay and control panels. Flexibility was built into the RFP so that prices were obtained to adjust the lengths of the buildings should design requirements dictate. Using projects that are planned for the CIP at this point, it is anticipated that up to five of the larger length buildings, four of the smaller buildings, and two of the doublewide buildings will be required. This could vary if project needs change. All buildings will be configured with the same basic equipment which will include AC and DC circuit breaker panels, redundant heating and air conditioning, interior lighting and outlets, emergency interior and exterior City of Denton Page 1 of 4 Printed on 7/22/2016 povveied by I_egivt9i IN EXHIBIT 1 File #: PUB 16-160, Version: 1 egress lighting, and 125V battery systems (batteries and battery chargers). The buildings are prefabricated at the manufacturer's facility and shipped as completed functional units to the sites. The prices quoted in this RFP include all estimated shipping costs to Denton, Texas. Offloading will be provided by DME. The buildings will be placed on concrete piers that will be constructed as part of the substation construction contract. RFP 46115 was structured to obtain unit prices for three sizes of control buildings along with a mechanism for altering the lengths of the building in 2' increments. DME will also have the option of procuring batteries and chargers through a separate purchase. Purchase orders will be issued for each substation when the project is ready to proceed using the unit pricing. Included in the unit pricing is the option for the manufacture to install owner furnished relay control panels. The proposed contract will not be exclusive, will not obligate DME to expend any minimum amount, and can be terminated at any time with notice. The RFP was advertised in accordance with Materials Management procedures. Nine responsive proposals were received. The members of the RFP evaluation team were Laura Cheek and Mark Zimmerer. The proposals were evaluated in accordance with the factors included in the RFP, which were: a) Delivery/Project Schedule (FACTOR: 10%). Ability to timely start and complete project. This includes the schedule to complete project and may include ability to meet required milestones of completion. For supplies, the estimated delivery after receipt of order. Delivery will be scored proportionally to others submitted proposals. b) Compliance with specifications, quality, reliability, characteristics to meet stated or implied needs (FACTOR 20%) Compliance with the stated specification(s) coupled with the quality and reliability of the goods and services such as fitness for use that meets or exceeds Owner's expectations and the characteristics of the product or service that bear on its ability to meet the stated/implied needs. c) Indicators of Probable Performance under contract (FACTOR: 10%). Indicators of probable performance under the contract to include: past vendor performance, financial resources and ability to perform, experience or demonstrated capability and responsibility, references, and the vendor's ability to provide reliable maintenance agreements and support. d) Price, Total Cost of Ownership (FACTOR: 60%). The price of the items, to include total cost of ownership, such as installation costs, life cycle costs, and warranty provisions. Information from the proposals is summarized in Exhibit 1. Construction of the recommended contract amount is contained in Exhibit 2. The recommended contract amount was arrived at by rounding the estimated total cost for three years up to the nearest $10,000. Exhibit 3 contains pictures of the main control building for RD Wells Interchange as an example of the types of buildings proposed for purchase. The evaluation factors were assessed independently; and then, the points were added to determine the proposal with the best value to the city. The proposal with the highest points was Crown Technical Systems, Fontana, CA. The Crown proposal meets the requirements of the specifications. The RFP included a mechanism for adjusting the price over time based on a third party index. This feature of the agreement is necessary for it to be useable over the three year time frame because of the volatility in the City of Denton Page 2 of 4 Printed on 7/22/2016 povveied by I_egist9i I;, EXHIBIT 1 File #: PUB 16-160, Version: metals markets and fuel cost. Cost adjustments can be made at the time of each order based on the most recent U.S. Department of Labor, Bureau of Labor Statistics Producer Price Index (PPI) for Electrical Equipment Manufacturing (Series ID: PCU33531335310) if the index changes more than 1% up or down. OPTIONS 1. Recommend approval. 2. Not recommend approval and direct that other actions be taken. RECOMMENDATION DME recommends approval of an annually, renewable, unit price agreement with Crown Technical Services for purchase of prefabricated control buildings in an amount not to exceed $3,530,000. ESTIMATED SCHEDULE OF PROJECT Purchases will be based on project schedules. PRIOR ACTION/REVIEW (Council, Boards, Commissions) There has been no prior action related to this purchase; however, the proposed purchase is consistent with project information detailed in CIP and budget presentations. FISCAL INFORMATION The costs for materials and services purchased under the proposed agreement will be funded out of amounts budgeted for specific projects. The work proposed will be mostly in the transmission category. The transmission costs for projects will ultimately be recovered through the Public Utility Commission Transmission Cost of Service Program (TCOS). BID INFORMATION The RFP information is summarized in Exhibit 1. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS 1. Evaluation Summary for RFP 46115 2. Unit Prices & Estimated Contract Amount for RFP 46115 3. Substation Control Building Example (Pictures) Respectfully submitted: City of Denton Page 3 of 4 Printed on 7/22/2016 povveied by I_egist9i I;, EXHIBIT 1 File #: PUB 16-160, Version: Phil Williams General Manager Denton Municipal Electric Prepared by: Laura Cheek Engineering Technician Denton Municipal Electric City of Denton Page 4 of 4 Printed on 7/22/2016 povveied by I_egist9i I;, H w � v � � w° H O � z z o � � � o w � cC o. � � � � o �" w c. w 0 '.,� i W ai iii�iiiiiiiiii� 111�11111;;:11� 11 IIIII���II O � � IIIII�I�I���II� 111■IIIII��■II av a �o sQ a� Q r F b x w o � a v 5 w � a o v � w O � � � o +. y � '� � � G O a '� i� W is O w '� i W ai �1I�III�III I�'lllll�1l�� �I�1IIIII���I�� �II�IIIII■■�II� t 11111■■�11 A I II 111■11111■■-II W 11�11111�1�111� �Itlllll�fl� 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 EXHIBIT 3 DRAFT MINUTES PUBLIC UTILITIES BOARD July 25, 2016 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, July 25, 2016 at 9:04a.m. in the Service Center Training Room at the City of Service Center, 901 A Texas Street, Denton, Texas. Present: Vice Chair Phil Gallivan, Lilia Bynum, Charles Jackson, Barbara Russell Brendan Carroll and Susan Parker Ex Officio Members: Howard Martin, ACM Utilities Absent: OPEN MEETING Chair Randy Robinson CONSENT AGENDA A. PUB16-160 - Consider recommending approval of a three year unit price purchase agreement with Crown Technical Systems for purchase of prefabricated control buildings for substations in an amount not to exceed $3,530,000. (RFP 46115). Board Member Jackson motioned to approve item A. There was a second by Board Member Russell. Vote 6-0 approved. Adjournment 11:04 a.m. EXHIBIT 4 ORDINANCE NO. 2016 - AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE SUPPLY OF ELECTRIC SUBSTATION CONTROL BUILDINGS FOR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 6115—AWARDED TO CROWN TECHNICAL SYSTEMS IN THE THREE (3) YEAR NOT -TO -EXCEED AMOUNT OF $3,530,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of Electric Substation Control Buildings for Denton Municipal Electric in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 6115 Crown Technical Systems $3,530,000 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. EXHIBIT 4 SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. This will be an initial one (1) year contract with options to extend the contract for two (2) additional one (1) year periods with all terms and conditions remaining the same. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFP 6115 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND CROWN TECHNICAL SYSTEMS (FILE 6115) THIS CONTRACT is made and entered into this date , by and between Crown Technical Systems, a corporation, whose address is 13470 Philadelphia Ave, Fontana, CA 92337, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City's RFP 4 6115 — Su ply of Electric Utility Substation Control Buildings, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) City of Denton's RFP 6115 (Exhibit "B" on file at the office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit "C"); (d) Certificate of Interested Parties Electronic Filing (Exhibit "D"); (e) Supplier's Proposal. (Exhibit "E"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: PocuSigned by: 6,SL (,aVv1ti{IA t rs AUTHORIZE A URE 7/26/2016 Date: Josh Carruthers Name: Title: General Manager (951) 332-4170 PHONE NUMBER jcarruthers@crowntechnicalsystems.com EMAIL 2016-88924 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: mm APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY Contract 6115 HOWARD MARTIN INTERIM CITY MANAGER Date: DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasin!2�,cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier's expense. Products that have been installed will be replaced at the supplier's expense. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. Price Escalation and De-escalation Prices for the commodities described in the solicitation must be firm for a period of one year from date of contract award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) for other electrical equipment manufacturing (PCU33593359). The price will be increased or decreased based upon the annual percentage change in the PPI. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. Should the PPI change exceed a minimum threshold value of +/-1%, then the stated eligible contract prices shall be adjusted in accordance with the PPI change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Supplier must also provide supporting documentation as justification for the request. Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Supply may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre -price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing ,cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. Total Contract Amount The contract total shall not exceed $3,530,000. Pricing shall be per Exhibit E attached. Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after receipt of the order. Modifications to the Scope provided in the RFP 6115 — Exhibit B Supplier will provide an outdoor grade super durable polyester powder coat with a base primer as an alternate to the Kynar paint required. Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 F,xhihit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the seller's proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City's premises or on public rights-of-way. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non -conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non -complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City's facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property. i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of. i. delivery of defective or non -conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities whall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY -PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables, or replace the non -conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non -conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non -conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non -conforming deliverables, negligence, willful misconduct or a Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof, and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made -for -hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for - hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made -for -hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work -made -for -hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved parry. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each parry within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision- making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON -SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub -awards to parties Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis -Bacon Wage Determination at hllp://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD -2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government -wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Parry under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City's standard terms and conditions 4. Purchase order 5. Supplier terms and conditions Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : htlps://www.ethics.state.tx.us/whatsnew/elf info forml295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasingLcityofdenton.com with the contract number in the subject line. (EX: Contract 1234 — Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days. Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E ENGINEERING & MANUFACTURING 13470 PHILADELPHIA AVE, FONTANA, CA 92337 TEL: (951) 332-4170; FAX: (951) 332-4179 Coversheet Reference: City of Denton RFP #6115 Bidder: Crown Technical Systems Bidder Primary Address: 13470 Philadelphia Ave. Fontana, CA 92337 Bidder Point of Contact: Josh Carruthers Bidder Contact Email: Jcarruthers@crowntechnicalsystems.com Bidder Phone Number: (951) 332-4170 Bidder Fax Number: (951) 332-4170 Bidder Website: www.crowntechnicalsystems.com Page 1 of 1 Contract 6115 DocuSign Envelope ID: 2lD08E83-E106-48D2-BF87-lAA9F3128536 EXHIBIT 5 Exhibit E RFP 6115 Pricing Sheet for Supply of Substation Control Buildings Proposer's Name: Crown Technical Systems Principal Place of Business: Fontana CA SECTION I - Unit Pricing PRICING SHALL BE QUOTED TO INCLUDE ALL COSTS, WITH SHIPPING FOB DESTINATION. ITEM # UOM Description Estimated 3 YR Quantity Unit Price Delivery after receipt of approval drawing from City V eeks Basle Buildings 1 EA Substation Control Building - 56'x 15'-4" 5 $217,079.70 15 Weeks 2 1 EA Substation Control Building - 42'x 15'-4" 4 $184,496.48 15 Weeks 3 EA Substation Control Building - 46'x 30' 2 $293,861.44 19 Weeks 4 EA Battery Charger - Primax P4500TT-1-125-25 equipped as specified with the lifeline option 14 $11,462.00 16 Weeks 5 SET 100ah Primax approved battery set including rack and spill tray with absorbent pads delivered to site for Owner installation. 14 $25,286.00 16 Weeks 5a ea Installation of City provided Relay Panels & Internal Building Cables (Average of 9 cables per panel, includes receiving of panel, installation in building, running of cables from panels to panes or panels to panelboards, and terminating cables 140 $1,985.43 Included in Lead Time Length Adiustments 6 EA Price to increase length of 15'-4" building in 2' increments 12 $4,846.64 7 EA Deduction to decrease length of 15'-4" building in T increments 6 -$4,846.64 8 EA Price to increase length of 30' doublewide building in 2' increments' 4 $6,238.45 9 EA Deduction to decrease lem2th of 30' doublewide buildim2 in T increments 6 -$6,238.45 Off -Loading Option - 10 LS Off-load 56'x 15'-4" singlewide building - crane only 2 $8,500.00 11 LS Off-load 42'x 15'-4" singlewide building -crane only 2 $8,500.00 12 LS Off-load 46'x 30' doublewide building- crane only 2 $14,500.00 Other Options 13 EA Battery assembly and installation onsite per set 4 $3,232.50 14 LOTTesting of the Relay Panels to the schematics as a system once installed within the building 1 $8,400.00 15 Travel Travel for Supervisor to Witness the site assembly & Installation 1 $1,500.00 16 Day I Supervisor to witness the site assembly & installation 1 $750.00 Unloading and installation will be provided by the Owner, however, off-loading price option is requested. 1. Estimated maximum size to be 50' in length. 2. Estimated minimum size to be 40' in length. SECTION II - Qualifications Location of Fabricating Facility? City and State If the fabricator is foreign, state the name and location of the facility in the US that will be used in the event that repairs or corrections are necessary: Drawing submittal after receipt of order? a. Foundation loading and pier recommendations b. Approval drawings c. Final drawings Contract 6115 GARLAND TX GARLAND TX DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E City of Denton RFP for Supply of Electric Utility Substation Control Buildings WE I UIMC1111:1 'I 1. Contract Information (for formal contracting purposes): The 1611otit3ing information will be used to it,rite a contract, shouldyyour firm be selected,far award i Firm's Legal Name: Crown Technical Systems m Address: 13470 Philadelphia. Ave Fontana CA 92337 a Agent Authorized to sign contract (Name): Josh Carruthers Agent's email address: c ar°t others 4ctowntechnicalsyrstems.co n 2. Subsidiary of. N/A 3. Organization Class (circle): Partnership lCorporation I Individual Association 4. Tax Payer ID#: 330775810 5. Date Established: 1996 6. historically Underutilized Business: Yes or 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes or No, in which? a. Yes Crown Technical Systems has established Crowii Texas Inc. as a second manufacturing facility which will be located in Garland Texas. 8. Please provide a detailed listing of all products and/or services that yorlr company provides. • Relay Panels • Buildings / Enclosures • Switchgear (Are & Non -Arc) • Solar Skids 9. Has your company fled or been named in any litigation involving your company and the (owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. hlclude lawsuits where Owner was Eontrac 61 n1 DocL1111ent Page 12 of 18 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E City of Denton RFP for Supply of Electric Utility substation Control Buildings involved. (Notice: Failure to disclose this information daring proposal submission, and later discovered, may result in contract termination at the Owner's option.) a. No. 10. Have you ever defaulted on or failed to complete a contract under your current company name or any other contpany name? If so, where and why? Give name and telephone number of Owner. a. No. 1 1. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). a. Contract terminated by Black and Veatch, our client, the owner (Sun Edsion) tiled for bankruptcy. 12. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" and/or 29 CFR 1926."General Construction. Standards" as they apply to your Company's customary activities? http://wNyw osha.gov/pls/oshaweb/owasreh.search form?c aiype--STAI`�IDARDS&tea toc level J& keyvaluc-1926 Yes, company has implemented safety program that complies with SAID programs. 13. Resident/Non-Resident Bidder Determination: Texas Government Code Section 2252.002: Non-resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non-resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non-resident bidders' state. In order to make this determination, please provide the name, address and phone number of: Responding firms principle place of business: -Crown Technical Systems 13470 Philadelphia Ave Fontana CA 92337 (951)332-4170 -Crown Texas Inc. Garland, Texas *Manufacturing will be done out of this facility. 0 Company's majority owner principle place of business; RFEo�11cf6%in Document Page 13 of 18 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E City of Denton RFP for Supply of Electric Utility Substation Control Buildings a Company's majority owner principle place of business: Crown Technical Systems 13470 Philadelphia Ave Fontana CA 92337 (951)332®4170 Ultimate Parent Company's principle place of bttsitiess; Crown Technical Systems 13470 Philadelphia Fontana. CA 92337 (951)332-4170 15. Provide details to Support the evaluation criteria, including experience and delivery. 0 See EXCCuti.Ve Summary 16. Provide details on how firm meets the minimum qualifications stated in this Main document Section 3. a. The details must be completed on this form, and shall not point to another document in the respondent's proposal. b. Sign below and return form with final submission. Crown. Technical Systems has (12) years of experience in 14' Ianttfactttring Control Buildings of similar size and scope- of work. Crown on average manufactures (60-75) Control Buildings per year shipping anywhere as far as Illinois. On average Crown manufactures (20-25) Buildings per year for the State of Texas alone. 'These Buildings are for customers such as Sharyland Utilities, Cross Texas Utilities, DART, and Windfarm Developers such as Apex, EON, etc. Crown is registered with the County of Denton. 1 certify that our firm meets the minimum qualifications as stated in this Main document, Section 3. ;Olgnature Company nate R1&o j,9&61jgin DOCLlillent Page 14 of 18 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E City of Denton RFP for Supply of Electric Utility Substation Control Buildings Any exceptions taken to this solicitation (including terms and conditions in Exhibit 2, the General Provisions and Terms and Conditions) mast be itemized on the lines below. Additional pages may be added as needed. If there are no exceptions, please sign where indicated at the bottom of the page. Item # Description The above exceptions (and any additional pages identified) are the ONLY exceptions to the specifications, General Provisions and Terms and Conditions in Exhibit 2, and sample contract to this solicitation. I understand that the City may not accept additional exceptions produced after final submission of this proposal. Signature Company Date No Exceptions are taken to this solicitation or the General Provisions and Terms and Conditions in Exhibit 2. 7c AAig,e Cantpany _. _ _ Date REEonfract 6'11;in Document Pace 15 of 18 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E City of Denton RFP for Supply of Electric Utility Substation Control Buildings X"�q )MREFERENCES Please list three (3) Government references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this solicitation. REFERENCE ONE GOVERNMENT/COMPANY NAME: Sharyland Utilities LOCATION: Texas CONTACT PERSON AND TITLE: Troy Vaughn -- Field Manager TELEPHONE NUMBER: 806-358-9070 SCOPE OF WORK: Numerous Control Buildings and Relay Panels since 2011. CONTRACT PERIOD: No contract is in place. Repeat customer since 2011. REFERENCE TWO GOVERN MENT/COM PAN Y NAME: Tucson Electric Power LOCATION: Tucson, AZ CONTACT PERSON AND TITLE: David McNew -- Procurement Age TELEPHONE NUMBER: 520-745-3195 SCOPE OF WORK: Numerous Control Buildings, Relay Panels and Switchgear. CONTRACT PERIOD: No contract is in place. Repeat customer since 2008._ REFERENCE THREE GOVERNMENT/COMPANY NAME: Bonneville Power Administration LOCATION: Vancouver, W CONTACT PERSON AND TITLE: Jay Lewis — Contract Speciali TELEPHONE NUMBER: 360-619-6117 SCOPE OF WORK: Numerous Control Buildings and Relay Panel CONTRACT PERIOD: 2010 to P XX)(% )(WONFLICT OF INTEREST QUESTIONNAIRE RFP 6115 - Main Document Contract 6115 Page 16 of 18 DocuSign Envelope ID: 2lD08E83-E106-48D2-BF87-lAA9F3128536 EXHIBIT 5 Exhibit E City of Denton RFP for Supply of Electric Utility Substation Control Buildings CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doin business with local governmental entity This questionnaire reflects changes trade to the law by H.B. 23, 84th Leg,, Regular Session. This questionnaire is being tiled in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(x), By law this questionnaire nnust be tiled with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. Set? Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense tinder this section is a misdemeanor. f Name of vendor who has a business relationship with local governmental entity. 2 Cheek this. Itttx if yon are filing an update to a previously tiled questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7"' business day after the date on Mliclt you became aware that the originally tiled quustionnaire %vas t'mcom tete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer 'I his section. (item 3 including subparts A, lf, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by section 176.001(1-a), Local Government Code. Attach additional pages to this Dorm CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, front the vendor? Yes 1:1 No B. is the vendor receiving, or likely to receive taxable income, other than investment income, from oral the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? El Yes F-1 No C. Is the filer of this questionnaire employ ed by a corporation or other business entity with respect to which the local gmermment officer serves as an officer or director, or holds an ownership of one percent or more? Yes EJ No D, Describe each employment or business and fa.Imly relationship with the local government officer named in this section. IC I �t have no Conflict of Interest to disclose. ,r+ _ ....�_..__ ....._. - w.. _ S' n'Ittn-C of M,eiidor doing business with the goventmetital entity Date RFP 6 115 - Main Document Contract 6115 Page 17 of 18 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E City of Denton RFP for Supply of Electric Utility Substation Control Buildings )QXX )Q"CKNQWLEDGEMENT The undersigned agrees this submission becomes the property of the City of Denton after the official opening The undersigned affirms lie has familiarized himself with the specification, drawings, exhibits and other- documents: the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of materials and equipment: and all other matters that will be required for the work before submitting a response. The undersigned agrees, if this submission is accepted, to furnish any and all items/services upon which prices are offered, at the price(s) and upon the terns and conditions contained in the specification. The period for acceptance of this submission will be 120 calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this submission has not been prepared in collusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of this submission. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et Secl., and which arise under the antitrust laws of the State of Texas, Tex. Burs. & Com. Code, Section 15.171, et sect.. The undersigned affirms that they have read and do understand the specifications, all exhibits and attachments contained in this solicitation package. The undersigned agrees that the solicitation package posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit I ), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton purchasing Website at: littp://www.ciyof(ienton.cojii/iiid�eN.asp?I)qg.e-397 to ensure they have downloaded and signed all addendunn(s) required for submission with their response. I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in illy statements and answers to questions. I am aware that the information given by me in this submission will be investigated, with my full permission, and that any misrepresentations or omissions may cause my submission to be refected. Acknowledge receipt of following addenda to the solicitation: Addendum No 1 Dated 6/13/2016 Addendum No 2 Dated Addendun No 3 Dated NAME AND ADDRESS OF COMPANY: Crown Technical Systems 13470 Philadelphia Ave Fontana CA, 92337 Tel. No. (951)332-4170 Entail. j 'trrrutlrers (i;crotvrttechriiralsyste_ms cots, RFI' 6115 - Main Document Contract 6115 Received 6113/2016 Received Received AUTHORIZED .PRESENTATIVE: Signature Date 61120e16 Nance Josh Carruthers Title General Manager Fax No. (951) 332-1179 Page 18 of 18 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E BUILDING: 56'X 15'4" CONTROL ENCLOSURE BILL OF MATERIAL ITEM DESCRIPTION MANUFACTURER PART NO. UNIT QTY COMMENTS STEEL 1a STRUCTURAL STEEL CHANNEL, ASTM -A-36 C15 x 33.9# x 60' Long EA 3.25 lb STRUCTURAL STEEL CHANNEL, ASTM -A-36 C10 x 15.3# x 60' Long EA 3.00 2a ANGLE IRON, ASTM -A-36 3.00" x 2.00" x 0.19" x 20' L EA 6 2b ANGLE IRON, ASTM -A-36 4.00" x 4.00" x 0.25" x 20' L EA 6 3a SQUARE TUBING, ASTM -A500 3.00" x 3.00" x 0.13" Th x 20' LONG EA 40 4 FLOOR PLATE, HRS 72.00 x 93.00, 0.25 THICK EA 19 5 SHEET, GAVANEALED, A-653 (EXT. WALL PANEL) 36.00 x 120.00, 16GA EA 72 6 SHEET, GAVANEALED, A-653 (INT. WALL PANEL) 48.00 x 120.00, 16GA EA 51 7 SHEET, GAVANEALED, A-653 (INT. ROOF PANEL) 36.00 x 186.00, 16GA EA 28 8 SHEET, GAVANEALED, A-653 (TRUSS) 48.00 x 186.00, 12GA EA 14 9 SHEET GAVANEALED, A-653 (EXT. ROOF PANEL) 36.00 x 218.00, 12GA EA 28 10 SHEET GAVANEALED, A-653 (EXT. ROOF CAP) 36.00 x 218.00, 12GA I EA 3 11 LIFT LUG EA 8 SURFACE COATINGS 20 PRIMER -COLOR: COLOR (4-6 MILS DFT) DUNN EDWARDS ULTRASHIELD DTM GAL 8 21 INTERIOR PAINT -COLOR: WHITE (3 MILS DFT) IFS POWDER COAT LOT 1 22 EXTERIOR PAINT -COLOR: WHITE 3-5 MILS DFT IFS POWDER COAT LOT 1 23a FLOOR PAINT -COLOR: ANSI# 70 LIGHT GREY 3 MILS DFT PART A CARDINAL 6702-GRE22856 GAL 8 23b FLOOR PAINT -COLOR: ANSI# 70 LIGHT GREY 3 MILS DFT PART B CARDINAL 340HP GAL 4 24 BASE PAINT -COLOR: BLACK (4-6 MILS DFT) SHERWIN WILLIAMS MACROPDXY GAL 26 25 CAULKING (WALLS AND FLOOR) SHERWIN WILLIAMS FLOORS -URETHANE WALLS-BUYTL RUBBER TUBE 36 26 MISC. PAINTING & LABOR LOT 1 27 SANDBLAST OF CHANNEL LOT 1 THERMAL INSULATION 30 TSX WALL INSULATION (R19) R MAX TSX 8500 (3" THICK) SH 45 31 ROOF INSULATION (R38) THERMOFIBER SH 224 32 FLOOR INSULATION (R35) PERMAX 5.50" THICK LOT 1 DOORS 35a EQUIPMENT DOOR, 1-3/4" THICK, POLYURETHANE CORE R9 16GA 1.5 HR FIRE RATED STAR HARDWARE 8'-0" H x 4'-0" W EA 1 35b DOOR FRAME: 96" x 48" STAR HARDWARE EA 1 35c DOOR WINDOW: 10" x 10", WIRE MESH STAR HARDWARE EA 1 36a EQUIPMENT DOOR, 1-3/4" THICK, POLYURETHANE CORE R9 16GA 1.5 HR FIRE RATED STAR HARDWARE T-0" H x T-0" W EA 4 36b DOOR FRAME: 84" x 36" STAR HARDWARE EA 4 36c DOOR WINDOW: 10" x 10", WIRE MESH STAR HARDWARE EA 4 DOOR ACCESSORIES 45a PANIC BAR VON DUPRIN 22L EA 5 45b TRIM: LEVER VON DUPRIN SP28 EA 5 45c CYLINDER 20-061 X C KEYWAY SCHLAGE 20-061 EA 3 45d KEYS SCHLAGE EA 5 46a I DOOR CLOSER: -HOLD OPEN FEATURE: YES / NO NORTON 8501 ("HX689" IS HOLD OPEN) EA 5 46b WIND SAFETY CHAIN EA 3 47b DRIP SHIELD: 48" CROWN EA 1 47c DRIP SHIELD: 36" CROWN EA 2 Contract 6115 DocuSign Envelope ID: 21DO8E83-E1O6-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E 48 DOOR SEAL: 25' LONG PEMKO S88BL EA 5 49b THRESHOLD: 48" LONG PEMKO 2053A x 48" EA 1 49c THRESHOLD: 36" LONG PEMKO 2053A x 36" EA 4 50 HINGE, 4-1/2X4-1/2 NRP STANLEY 4.5" x 4.5" x NRP EA 16 52 DOOR CANOPIES: 48"W x 36"D CROWN EA 3 HVAC UNITS 65a HVAC UNIT: -TYPE: AIR CONDITIONER -SIZE:3TONS -CONTROL PANEL LOCATION: RIGHT -VOLTAGE: 230/208 -PHASING: 1 -HEAT STRIP: 10 KW BARD W36A10BP4XXE EA 3 CONTROL ROOM 2.5 KW HEAT LOAD ASSUMED 100% REDUNDANCY BATTERY ROOM 1.5 KW HEAT LOAD ASSUMED NO REDUNDANCY 65b HVAC UNIT: -TYPE: AIR CONDITIONER -SIZE: 1.5 TONS -CONTROL PANEL LOCATION: RIGHT -VOLTAGE: 230/208 -PHASING: 1 HEAT STRIP: 5 KW BARD W 18A05BP4XXE EA 1 COMM ROOM 1 KW HEAT LOAD ASSUMED NO REDUNDANCY 65b SUPPLY & RETURN GRILL BARD EA 4 65c MOUNTING BRACKET BARD EA 4 65d SPARE FILTER BARD EA 4 65e LEAD LAG CONTROLLER: 2 UNITS WITH 3 STAGES MAXIMUM BARD MC4000B EA 3 65f HVAC CANOPIES: 48"W x 36"D CROWN EA 4 65g HVAC DISCONNECT SWITCH, NEMA 3R EATON EA 4 67a EXHAUST FAN DAYTON 1 HLA2 EA 1 CONTROLLED BY HYDROGEN SENSOR 67b MOTORIZED LOUVER DAYTON 3HHP3 EA 1 LIGHTING 85a INTERIOR LIGHT FIXTURE: -LAMP TYPE: LED -VOLTAGE 120V ORACLE 4-OIW-LED-4000L-DIM10-40K- MVOLT-85 EA 14 85b INTERIOR BULB: LITHONIA EA 56 86 EXTERIOR WALLPACK LIGHT FIXTURE: -VOLTAGE 120V TYPE OF LIGHT BULB LED PHOTOCELL YES/ RAS SLIM 12/PC EA 3 87 EMERGENCY LIGHT/EXIT SIGN: -VOLTAGE 120 -TYPE OF EMERGENCY LIGHT BULB: LED LITHONIA ECR LED EA 5 SWITCHES AND RECEPTACLES 95a 3 WAY SWITCH: 20A, 277 VAC HUBBELL 12231 EA 9 95b SINGLE POLE SWITCH: 20A, 277 VAC HUBBELL 12211 EA 2 97a GFI RECEPTACLES: 20A, 120 VAC, DUPLEX HUBBELL GFTR20W EA 6 97b WEATHERPROOF COVER FOR RECEPTACLES INTERMATIC WP3100C EA 2 97c WEATHERPROOF GANG BOXES BELL T14-2 EA 2 WIRING. WIRING SUPPLIES & CONDUIT 105 WIRING 12 GAUGE THHN LOT 1 106 WIRE SUPPLIES LOT 1 107a CONDUIT, FITTINGS, BOXES, & COVERS EMT CONDUIT LOT 1 CABLE 110 TRAY CABLE USA WIRE AND CABLE 4/0 THHN FT 250 111 TRAY CABLE USA WIRE AND CABLE 2/0 THHN FT 250 WIRE & CABLE MANAGEMENT 125a 4" X 4" W IREWAY: 10' STRAIGHT SECTION HOFFMAN F44G120 EA 20 125b 4" X 4" WIREWAY: ELBOW HOFFMAN F44G90EEA 12 125c 4" X 4" CONNECTOR HOFFMAN F44GUC EA 25 Contract 6115 DocuSign Envelope ID: 21DO8E83-E1O6-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E Contract 6115 ALUMINUM CABLE TRAY: Manufacturer: PW Type: I Tray Material: Aluminum 126a - Rail Height: 6" high PW 06-6Al2C-S144-24 EA 9 Rung Spacing: 6" Loading: 12C Length: 144' Fittinq Radius: 12" ALUMINUM CABLE TRAY ELBOW: Manufacturer: PW Type: I Tray Material: Aluminum 126b - Rail Height: 6" high PW LD-6A-90HB12-24 EA 3 Rung Spacing: 6" Loading: 12C Length: 144' Fittinq Radius: 12" ALUMINUM CABLE TRAY HORIZONTAL TEE: Manufacturer: PW Type: I Tray Material: Aluminum 126c - Rail Height: 6" high PW LD-6A-HT12-24 EA 6 Rung Spacing: 6" Loading: 12C Length: 144' Fitting Radius: 12" ALUMINUM CABLE TRAY HORIZONTAL CROSS: Manufacturer: PW Type: I Tray Material: Aluminum 126d - Rail Height: 6" high PW LD-6A-HX12-24 EA 2 Rung Spacing: 6" Loading: 12C Length: 144' Fittinq Radius: 12" 127 CABLE TRAY HANGER MATERIAL LOT 1 GROUNDING 130 GROUNDING PADS STAINLESS STEEL EA 2 131 GROUNDING LUGS PENN UNION BBLU-4/0 EA 2 132a GROUND CABLE 4/0 BARE COPPER FT 100 132b GROUND BUS BAR: SILVER PLATED COPPER 1/4" X 2" FT 200 134 GROUNDING HARDWARE LOT 1 ELECTRICAL EQUIPMENT (AC SYSTEM) AC PANELBOARD NO. 1 -VOLTAGE RATING: 120/240VAC -PHASING: 1 -AMPACITY RATING:225A -BUS RATING:225A -KAIC RATING (FULLY): 10 KAIC -NEMA RATING: 1 -TOP FEED -FEED THROUGH LUGS (NO) -MAIN BREAKER SIZE:225A/2P -SINGLE L LUG -SPECIAL LUG SIZE FOR INCOMING (NO) 140a -BUS: COPPER SQUARE D EA 1 -NUMBER OF CIRCUITS: 42 -STANDARD DOOR -CAN SIZE: 50" H X 20" W X 5.75' D -ALARM CONTACTS (TRIP) (NO) -ALARM CONTACTS (AUX.) (NO) -REVERSE PHASING: (NO) -BRANCH BREAKER (AMPACITY / # POLES): -100A/2P (1) -60A/2P (2) -50A/2P (2) -30A/2P (10) -20A/1 P 14 Contract 6115 DocuSign Envelope ID: 21DO8E83-E1O6-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E Contract 6115 AC PANELBOARD NO. 2 -VOLTAGE RATING: 120/240VAC -PHASING: 1 -AMPACITY RATING:225A -BUS RATING:225A -KAIC RATING (FULLY): 10 KAIC -NEMA RATING: 1 -TOP FEED -FEED THROUGH LUGS (NO) -MAIN BREAKER SIZE:225A MAIN LUGS -SINGLE L LUG 140b -SPECIAL LUG SIZE FOR INCOMING (NO) SQUARE D EA 1 BUS:COPPER -NUMBER OF CIRCUITS: 42 -STANDARD DOOR -CAN SIZE: 38" H X 20" W X 5.75' D -ALARM CONTACTS (TRIP) (NO) -ALARM CONTACTS (AUX.) (NO) -REVERSE PHASING: (NO) -BRANCH BREAKER (AMPACITY / # POLES): -50A/2P (1) -30A/2P (10) -20A/1 P (20) 141 j MANUAL TRANSFER SWITCH SQUARE D EA j 1 ELECTRICAL EQUIPMENT (DC SYSTEM) DC PANELBOARD NO. 1 & 2 -VOLTAGE RATING: 250VDC -PHASING: 1 -AMPACITY RATINGA00A -BUS RATING:400A -KAIC RATING (FULLY): 14 KAIC -NEMA RATING: 1 -TOP FEED -FEED THROUGH LUGS (NO) -MAIN BREAKER SIZE:400A MAIN LUGS -SINGLE L LUG -SPECIAL LUG SIZE FOR INCOMING (NO) 143a -BUS:COPPER SQUARE D EA 2 -NUMBER OF CIRCUITS: 64 -STANDARD DOOR -CAN SIZE:91" H X 32" W X 8.25' D -ALARM CONTACTS (TRIP) (NO) -ALARM CONTACTS (AUX.) (NO) -REVERSE PHASING: (NO) -BRANCH BREAKER (AMPACITY / # POLES): 150A/2P (1) 100A/2P (2) -50A/2P (1) -30A/2P (13) -20A/1 P 15 DC PANELBOARD NO. 3 -VOLTAGE RATING: 250VDC -PHASING: 1 -AMPACITY RATINGA00A -BUS RATING:400A -KAIC RATING (FULLY): 14 KAIC -NEMA RATING: 1 -TOP FEED -FEED THROUGH LUGS (NO) -MAIN BREAKER SIZE:400A MAIN LUGS -SINGLE L LUG 143b -SPECIAL LUG SIZE FOR INCOMING (NO) SQUARE D EA 1 BUS:COPPER -NUMBER OF CIRCUITS: 42 -STANDARD DOOR -CAN SIZE:73" H X 32" W X 8.25' D -ALARM CONTACTS (TRIP) (NO) -ALARM CONTACTS (AUX.) (NO) -REVERSE PHASING: (NO) -BRANCH BREAKER (AMPACITY / # POLES): -150A/2P (1) -50A/2P (1) -30A/2P (10) -20A/2P 8 144a MANAUL TRANSFER SWITCH SQUARE D EA 1 145a DC POWER BLOCK EA 1 145d DC POWER BLOCK BOX EA 1 146 EMERGENCY RECEPTACLE EA 1 BUILDING PROTECTION & ALARM EQUIPMENT Contract 6115 DocuSign Envelope ID: 21DO8E83-E1O6-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E 160 DRY CHEMICAL FIRE EXTINGUISHER (10LB) AND HANGER KIDDE 46620420 EA 4 161a EYE WASH STATION UNIT HONEYWELUARGOS 32-001000-0000 EA 1 161b EOF 2WASH STATION UNIT REFILL CARTRIDGE SET HONEYWELL/ARGOS 32-ST1050-0000 SET 1 163a HYDROGEN SENSOR/MONITOR: 120VAC POWER WITH 2 FORM C CONTACT ARRGH 099140 EA 1 163b HYDORGEN SENSOR: AUXILIARY RELAY IDEC RU42S-C-A110 EA 1 163c HYDROGEN SENSOR: AUXILIARY SOCKET IDEC SY4S-05C EA 1 163d HYDROGEN JUNCTION BOX: 12" x 12" x 6" HOFFMAN ASE12X12X6 EA 1 163e HYDROGEN JUNCTION BOX MOUNTING PAN: 12" x 2 HOFFMAN PB1212PP EA 1 163f POWER SUPPLY 24VDC 30 WATT IDEC PS5R-C24 EA 1 EXTERIOR 181 CABLE RISER WITH CANOPY CROWN EA 2 182 TERMINATION WALL PLYWOOD 8'x 4'x 0.75" EA 2 MISCELLANEOUS EQUIPMENT 186 ASSEMBLY & MISC. HARDWARE LOT 1 187 HARDWARE: SELF TAPPING SCREWS, 12-24 x 1.25" LONG LOT 1 188 UNISTRUT LOT 1 ANCHORING EQUIPMENT 189a ANCHOR CLIPS EA 12 189b ANCHOR BOLTS EA 12 SPARE PARTS/EQUIPMENT 190 CAULKING: BUTYL RUBBER EA 4 191 CAULKING: SILICON EA 4 192 TOUCH UP PAINT: WHITE CAN 4 BUILDING LITERATURE/ SIGNAGE 196 BUILDING MANUALS EA 2 197 BUILDING SAFETY SIGNS EA 5 198 BUILDING NAME PLATES LOT 1 Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E BUILDING: 42'X 15'4" CONTROL ENCLOSURE BILL OF MATERIAL ITEM DESCRIPTION MANUFACTURER PART NO. UNIT QTY COMMENTS STEEL 1a STRUCTURAL STEEL CHANNEL, ASTM -A-36 C15 x 33.9# x 60' Long EA 2.75 lb STRUCTURAL STEEL CHANNEL, ASTM -A-36 C10 x 15.3# x 60' Long EA 2.25 2a ANGLE IRON, ASTM -A-36 3.00" x 2.00" x 0.19" x 20' L EA 5 2b ANGLE IRON, ASTM -A-36 4.00" x 4.00" x 0.25" x 20' L EA 5 3a SQUARE TUBING, ASTM -A500 3.00" x 3.00" x 0.13" Th x 20' LONG EA 40 4 FLOOR PLATE, HRS 72.00 x 93.00, 0.25 THICK EA 14 5 SHEET, GAVANEALED, A-653 (EXT. WALL PANEL) 36.00 x 120.00, 16GA EA 58 6 SHEET, GAVANEALED, A-653 (INT. WALL PANEL) 48.00 x 120.00, 16GA EA 42 7 SHEET, GAVANEALED, A-653 (INT. ROOF PANEL) 36.00 x 186.00, 16GA EA 21 8 SHEET, GAVANEALED, A-653 (TRUSS) 48.00 x 186.00, 12GA EA 11 9 SHEET GAVANEALED, A-653 (EXT. ROOF PANEL) 36.00 x 218.00, 12GA EA 21 10 SHEET GAVANEALED, A-653 (EXT. ROOF CAP) 36.00 x 218.00, 12GA I EA 2 11 LIFT LUG EA 6 SURFACE COATINGS 20 PRIMER -COLOR: COLOR (4-6 MILS DFT) DUNN EDWARDS ULTRASHIELD DTM GAL 6 21 INTERIOR PAINT -COLOR: WHITE (3 MILS DFT) IFS POWDER COAT LOT 1 22 EXTERIOR PAINT -COLOR: WHITE 3-5 MILS DFT IFS POWDER COAT LOT 1 23a FLOOR PAINT -COLOR: ANSI# 70 LIGHT GREY 3 MILS DFT PART A CARDINAL 6702-GRE22856 GAL 6 23b FLOOR PAINT -COLOR: ANSI# 70 LIGHT GREY 3 MILS DFT PART B CARDINAL 340HP GAL 3 24 BASE PAINT -COLOR: BLACK (4-6 MILS DFT) SHERWIN WILLIAMS MACROPDXY GAL 16 25 CAULKING (WALLS AND FLOOR) SHERWIN WILLIAMS FLOORS -URETHANE WALLS-BUYTL RUBBER TUBE 36 26 MISC. PAINTING & LABOR LOT 1 27 SANDBLAST OF CHANNEL LOT 1 THERMAL INSULATION 30 TSX WALL INSULATION (R19) R MAX TSX 8500 (3" THICK) SH 37 31 ROOF INSULATION (R38) THERMOFIBER SH 168 32 FLOOR INSULATION (R35) PERMAX 5.50" THICK LOT 1 DOORS 35a EQUIPMENT DOOR, 1-3/4" THICK, POLYURETHANE CORE R9 16GA 1.5 HR FIRE RATED STAR HARDWARE 8'-0" H x 4'-0" W EA 1 35b DOOR FRAME: 96" x 48" STAR HARDWARE EA 1 35c DOOR WINDOW: 10" x 10", WIRE MESH STAR HARDWARE EA 1 36a EQUIPMENT DOOR, 1-3/4" THICK, POLYURETHANE CORE R9 16GA 1.5 HR FIRE RATED STAR HARDWARE T-0" H x T-0" W EA 4 36b DOOR FRAME: 84" x 36" STAR HARDWARE EA 4 36c DOOR WINDOW: 10" x 10", WIRE MESH STAR HARDWARE EA 4 DOOR ACCESSORIES 45a PANIC BAR VON DUPRIN 22L EA 5 45b TRIM: LEVER VON DUPRIN SP28 EA 5 45c CYLINDER 20-061 X C KEYWAY SCHLAGE 20-061 EA 3 45d KEYS SCHLAGE EA 5 46a I DOOR CLOSER: -HOLD OPEN FEATURE: YES / NO NORTON 8501 ("HX689" IS HOLD OPEN) EA 5 46b WIND SAFETY CHAIN EA 3 47b DRIP SHIELD: 48" CROWN EA 1 47c DRIP SHIELD: 36" CROWN EA 2 Contract 6115 DocuSign Envelope ID: 21DO8E83-E1O6-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E 48 DOOR SEAL: 25' LONG PEMKO S88BL EA 5 49b THRESHOLD: 48" LONG PEMKO 2053A x 48" EA 1 49c THRESHOLD: 36" LONG PEMKO 2053A x 36" EA 4 50 HINGE, 4-1/2X4-1/2 NRP STANLEY 4.5" x 4.5" x NRP EA 16 52 DOOR CANOPIES: 48"W x 36"D CROWN EA 3 HVAC UNITS 65a HVAC UNIT: -TYPE: AIR CONDITIONER -SIZE:3TONS -CONTROL PANEL LOCATION: RIGHT -VOLTAGE: 230/208 -PHASING: 1 -HEAT STRIP: 10 KW BARD W36A10BP4XXE EA 3 CONTROL ROOM 2.5 KW HEAT LOAD ASSUMED 100% REDUNDANCY BATTERY ROOM 1.5 KW HEAT LOAD ASSUMED NO REDUNDANCY 65b HVAC UNIT: -TYPE: AIR CONDITIONER -SIZE: 1.5 TONS -CONTROL PANEL LOCATION: RIGHT -VOLTAGE: 230/208 -PHASING: 1 HEAT STRIP: 5 KW BARD W 18A05BP4XXE EA 1 COMM ROOM 1 KW HEAT LOAD ASSUMED NO REDUNDANCY 65b SUPPLY & RETURN GRILL BARD EA 4 65c MOUNTING BRACKET BARD EA 4 65d SPARE FILTER BARD EA 4 65e LEAD LAG CONTROLLER: 2 UNITS WITH 3 STAGES MAXIMUM BARD MC4000B EA 3 65f HVAC CANOPIES: 48"W x 36"D CROWN EA 4 65g HVAC DISCONNECT SWITCH, NEMA 3R EATON EA 4 67a EXHAUST FAN DAYTON 1HLA2 EA 1 67b MOTORIZED LOUVER DAYTON 3HHP3 EA 1 LIGHTING 85a INTERIOR LIGHT FIXTURE: -LAMP TYPE: LED -VOLTAGE 120V ORACLE 4-OIW-LED-4000L-DIM10-40K- MVOLT-85 EA 10 85b INTERIOR BULB: LITHONIA EA 40 86 EXTERIOR WALLPACK LIGHT FIXTURE: -VOLTAGE 120V TYPE OF LIGHT BULB LED PHOTOCELL YES/ RAS SLIM 12/PC EA 3 87 EMERGENCY LIGHT/EXIT SIGN: -VOLTAGE 120 -TYPE OF EMERGENCY LIGHT BULB: LED LITHONIA ECR LED EA 5 SWITCHES AND RECEPTACLES 95a 3 WAY SWITCH: 20A, 277 VAC HUBBELL 12231 EA 9 95b SINGLE POLE SWITCH: 20A, 277 VAC HUBBELL 12211 EA 2 97a GFI RECEPTACLES: 20A, 120 VAC, DUPLEX HUBBELL GFTR20W EA 6 97b WEATHERPROOF COVER FOR RECEPTACLES INTERMATIC WP3100C EA 2 97c WEATHERPROOF GANG BOXES BELL T14-2 EA 2 WIRING. WIRING SUPPLIES & CONDUIT 105 WIRING 12 GAUGE THHN LOT 1 106 WIRE SUPPLIES LOT 1 107a CONDUIT, FITTINGS, BOXES, & COVERS EMT CONDUIT LOT 1 CABLE 110 TRAY CABLE USA WIRE AND CABLE 4/0 THHN FT 200 111 TRAY CABLE USA WIRE AND CABLE 2/0 THHN FT 200 WIRE & CABLE MANAGEMENT 125a 4" X 4" W IREWAY: 10' STRAIGHT SECTION HOFFMAN F44G120 EA 16 125b 4" X 4" WIREWAY: ELBOW HOFFMAN F44G90EEA 12 125c 4" X 4" CONNECTOR HOFFMAN F44GUC EA 20 Contract 6115 DocuSign Envelope ID: 21DO8E83-E1O6-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E Contract 6115 ALUMINUM CABLE TRAY: Manufacturer: PW Type: I Tray Material: Aluminum 126a - Rail Height: 6" high PW 06-6Al2C-S144-24 EA 7 Rung Spacing: 6" Loading: 12C Length: 144' Fittinq Radius: 12" ALUMINUM CABLE TRAY ELBOW: Manufacturer: PW Type: I Tray Material: Aluminum 126b - Rail Height: 6" high PW LD-6A-90HB12-24 EA 3 Rung Spacing: 6" Loading: 12C Length: 144' Fittinq Radius: 12" ALUMINUM CABLE TRAY HORIZONTAL TEE: Manufacturer: PW Type: I Tray Material: Aluminum 126c - Rail Height: 6" high PW LD-6A-HT12-24 EA 8 Rung Spacing: 6" Loading: 12C Length: 144' Fitting Radius: 12" 127 CABLE TRAY HANGER MATERIAL LOT 1 GROUNDING 130 GROUNDING PADS STAINLESS STEEL EA 2 131 GROUNDING LUGS PENN UNION BBLU-4/0 EA 2 132a GROUND CABLE 4/0 BARE COPPER FT 100 132b GROUND BUS BAR: SILVER PLATED COPPER 1/4" X 2" FT 164 134 GROUNDING HARDWARE LOT 1 ELECTRICAL EQUIPMENT (AC SYSTEM) AC PANELBOARD NO. 1 -VOLTAGE RATING: 120/240VAC -PHASING: 1 -AMPACITY RATING:225A -BUS RATING:225A -KAIC RATING (FULLY): 10 KAIC -NEMA RATING: 1 -TOP FEED -FEED THROUGH LUGS (NO) -MAIN BREAKER SIZE:225A/2P -SINGLE L LUG -SPECIAL LUG SIZE FOR INCOMING (NO) 140a -BUS: COPPER SQUARE D EA 1 -NUMBER OF CIRCUITS: 42 -STANDARD DOOR -CAN SIZE: 50" H X 20" W X 5.75' D -ALARM CONTACTS (TRIP) (NO) -ALARM CONTACTS (AUX.) (NO) -REVERSE PHASING: (NO) -BRANCH BREAKER (AMPACITY / # POLES): -100A/2P (1) -60A/2P (2) -50A/2P (2) -30A/2P (10) -20A/1 P (14) Contract 6115 DocuSign Envelope ID: 21DO8E83-E1O6-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E Contract 6115 AC PANELBOARD NO. 2 -VOLTAGE RATING: 120/240VAC -PHASING: 1 -AMPACITY RATING:225A -BUS RATING:225A -KAIC RATING (FULLY): 10 KAIC -NEMA RATING: 1 -TOP FEED -FEED THROUGH LUGS (NO) -MAIN BREAKER SIZE:225A MAIN LUGS -SINGLE L LUG 140b -SPECIAL LUG SIZE FOR INCOMING (NO) SQUARE D EA 1 BUS:COPPER -NUMBER OF CIRCUITS: 42 -STANDARD DOOR -CAN SIZE: 38" H X 20" W X 5.75" D -ALARM CONTACTS (TRIP) (NO) -ALARM CONTACTS (AUX.) (NO) -REVERSE PHASING: (NO) -BRANCH BREAKER (AMPACITY / # POLES): -50A/2P (1) -30A/2P (10) -20A/1 P (20) 141 j MANUAL TRANSFER SWITCH SQUARE D EA j 1 ELECTRICAL EQUIPMENT (DC SYSTEM) DC PANELBOARD NO. 1 & 2 -VOLTAGE RATING: 250VDC -PHASING: 1 -AMPACITY RATINGA00A -BUS RATING:400A -KAIC RATING (FULLY): 14 KAIC -NEMA RATING: 1 -TOP FEED -FEED THROUGH LUGS (NO) -MAIN BREAKER SIZE:400A MAIN LUGS -SINGLE L LUG -SPECIAL LUG SIZE FOR INCOMING (NO) 143a -BUS: COPPER SQUARE D EA 2 -NUMBER OF CIRCUITS: 64 -STANDARD DOOR -CAN SIZE:91" H X 32" W X 8.25" D -ALARM CONTACTS (TRIP) (NO) -ALARM CONTACTS (AUX.) (NO) -REVERSE PHASING: (NO) -BRANCH BREAKER (AMPACITY / # POLES): 150A/2P (1) 100A/2P (2) -50A/2P (1) -30A/2P (13) -20A/1 P (15) 144a MANAUL TRANSFER SWITCH SQUARE D EA 1 145a DC POWER BLOCK EA 1 145d DC POWER BLOCK BOX EA 1 146 EMERGENCY RECEPTACLE EA 1 BUILDING PROTECTION & ALARM EQUIPMENT 160 DRY CHEMICAL FIRE EXTINGUISHER (10LB) AND KIDDE 46620420 EA 4 HANGER 161a EYE WASH STATION UNIT HONEYWELUARGOS 32-001000-0000 EA 1 161b OF EYE STATION UNIT REFILL CARTRIDGE SET HONEYWELL/ARGOS 32-ST1050-0000 SET 1 163a HYDROGEN SENSOR/MONITOR: 120VAC POWER ARRGH 099140 EA 1 WITH 2 FORM C CONTACT 163b HYDORGEN SENSOR: AUXILIARY RELAY IDEC RU42S-C-A110 EA 1 163c HYDROGEN SENSOR: AUXILIARY SOCKET IDEC SY4S-05C EA 1 163d HYDROGEN JUNCTION BOX: 12" x 12" x 6" HOFFMAN ASE12X12X6 EA 1 163e HYDROGEN JUNCTION BOX MOUNTING PAN: 12" x HOFFMAN PB1212PP EA 1 2 163f POWER SUPPLY 24VDC 30 WATT IDEC PS5R-C24 EA 1 EXTERIOR 181 CABLE RISER WITH CANOPY CROWN EA 2 182 1 TERMINATION WALL PLYWOOD 8'x 4'x 0.75" EA 2 MISCELLANEOUS EQUIPMENT Contract 6115 DocuSign Envelope ID: 21DO8E83-E1O6-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E 186 ASSEMBLY & MISC. HARDWARE LOT 1 187 HARDWARE: SELF TAPPING SCREWS, 12-24 x 1.25' LONG LOT 1 188 UNISTRUT LOT 1 ANCHORING EQUIPMENT 189a ANCHOR CLIPS EA 8 189b ANCHOR BOLTS EA 8 SPARE PARTS/EQUIPMENT 190 CAULKING: BUTYL RUBBER EA 4 191 CAULKING: SILICON EA 4 192 TOUCH UP PAINT: WHITE CAN 4 BUILDING LITERATURE/ SIGNAGE 196 BUILDING MANUALS EA 2 197 BUILDING SAFETY SIGNS EA 5 198 BUILDING NAME PLATES LOT 1 Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E BUILDING: 46'X 30' CONTROL ENCLOSURE BILL OF MATERIAL ITEM DESCRIPTION MANUFACTURER PART NO. UNIT QTY COMMENTS STEEL 1a STRUCTURAL STEEL CHANNEL, ASTM -A-36 C15 x 33.9# x 60' Long EA 5.50 lb STRUCTURAL STEEL CHANNEL, ASTM -A-36 C10 x 15.3# x 60' Long EA 6.00 2a ANGLE IRON, ASTM -A-36 3.00" x 2.00" x 0.19" x 20' L EA 10 2b ANGLE IRON, ASTM -A-36 4.00" x 4.00" x 0.25" x 20' L EA 10 3a SQUARE TUBING, ASTM -A500 3.00" x 3.00" x 0.13" Th x 20' LONG EA 44 3b SQUARE TUBING, ASTM -A-36 3.00" x 3.00" x 0.25" Th x 20' LONG EA 7 4 FLOOR PLATE, HRS 72.00 x 90.00, 0.25 THICK EA 31 5 SHEET, GAVANEALED, A-653 (EXT. WALL PANEL) 36.00 x 120.00, 16GA EA 76 6 SHEET, GAVANEALED, A-653 (INT. WALL PANEL) 48.00 x 120.00, 16GA EA 58 7 SHEET, GAVANEALED, A-653 (INT. ROOF PANEL) 36.00 x 180.00, 16GA EA 46 8 SHEET, GAVANEALED, A-653 (TRUSS) 48.00 x 180.00, 12GA EA 23 9 SHEET GAVANEALED, A-653 (EXT. ROOF PANEL) 36.00 x 198.00, 12GA EA 46 10 SHEET GAVANEALED, A-653 (EXT. ROOF CAP) 36.00 x 198.00, 12GA EA 7 11 LIFT LUG EA 6 12 TRUSS CONNECTION HARDWARE AND MATERIAL FLAT BAR, 3" x 1/2" x 20'L EA 2 13 SHIPPING BRACE: SQUARE TUBING, ASTM -A-36 8.00" x 3.00" x 0.25" Th x 20' LONG EA 2 14 SHIPPING BRACE: SQUARE TUBING, ASTM -A-36 2.00" x 3.00" x 0.25" Th x 20' LONG EA 1 9 15 GUSSETS 36.00" x 36.00" x 7 GA. EA 10 16 HARDWARE LOT 1 SURFACE COATINGS 20 PRIMER -COLOR: COLOR (4-6 MILS DFT) DUNN EDWARDS ULTRASHIELD DTM GAL 10 21 INTERIOR PAINT -COLOR: WHITE (3 MILS DFT) IFS POWDER COAT LOT 1 22 EXTERIOR PAINT -COLOR: WHITE 3-5 MILS DFT IFS POWDER COAT LOT 1 23a FLOOR PAINT -COLOR: ANSI# 70 LIGHT GREY 3 MILS DFT PART A CARDINAL 6702-GRE22856 GAL 12 23b FLOOR PAINT -COLOR: ANSI# 70 LIGHT GREY 3 MILS DFT PART B CARDINAL 340HP GAL 6 24 BASE PAINT -COLOR: BLACK (4-6 MILS DFT) SHERWIN WILLIAMS MACROPDXY GAL 38 25 CAULKING (WALLS AND FLOOR) SHERWIN WILLIAMS FLOORS -URETHANE WALLS-BUYTL RUBBER TUBE 48 26 MISC. PAINTING & LABOR LOT 1 27 SANDBLAST OF CHANNEL LOT 1 THERMAL INSULATION 30 TSX WALL INSULATION (R19) R MAX TSX 8500 (3" THICK) SH 48 31 ROOF INSULATION (R38) THERMOFIBER SH 368 32 FLOOR INSULATION (R35) 0 5.50" THICK LOT 1 DOORS 35a EQUIPMENT DOOR, 1-3/4" THICK, POLYURETHANE CORE R9 16GA 1.5 HR FIRE RATED STAR HARDWARE 8'-0" H x 4'-0" W EA 1 35b DOOR FRAME: 96" x 48" STAR HARDWARE EA 1 35c DOOR WINDOW: 10" x 10", WIRE MESH STAR HARDWARE EA 1 36a EQUIPMENT DOOR, 1-3/4" THICK, POLYURETHANE CORE R9 16GA 1.5 HR FIRE RATED STAR HARDWARE T-0" H x T-0" W EA 2 36b DOOR FRAME: 84" x 36" STAR HARDWARE EA 2 36c DOOR WINDOW: 10" x 10", WIRE MESH STAR HARDWARE EA 2 37a EQUIPMENT DOOR, 1-3/4" THICK, POLYURETHANE CORE R9 16GA 1.5 HR FIRE RATED STAR HARDWARE 8'-0" H x 6'-0" W EA 1 37b DOOR FRAME: 96" x 72" STAR HARDWARE EA 1 37c DOOR WINDOW: 12" x 12", WIRE MESH STAR HARDWARE EA 2 Contract 6115 DocuSign Envelope ID: 21DO8E83-E1O6-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E DOOR ACCESSORIES 45a PANIC BAR VON DUPRIN 22L EA 3 45a PANIC BAR VON DUPRIN 9975L EA 1 IF CARD ENTRY SECURITY IS REQUIRED. 45b TRIM: LEVER VON DUPRIN SP28 EA 4 45c CYLINDER 20-061 X C KEYWAY SCHLAGE 20-061 EA 2 45d KEYS SCHLAGE EA 1 5 DOOR CLOSER: 46a -HOLD OPEN FEATURE: YES / NO NORTON 8501 ("HX689" IS HOLD OPEN) EA 5 46b WIND SAFETY CHAIN EA 2 47a DRIP SHIELD: 72" CROWN EA 1 47c DRIP SHIELD: 36" CROWN EA 1 48 DOOR SEAL: 25' LONG PEMKO S88BL EA 4 49a THRESHOLD: 72" LONG PEMKO 2053A x 72" EA 1 49b THRESHOLD: 48" LONG PEMKO 2053A x 48" EA 1 49c THRESHOLD: 36" LONG PEMKO 2053A x 36" EA 2 50 HINGE, 4-1/2X4-1/2 NRP STANLEY 4.5" x 4.5" x NRP EA 18 52 DOOR CANOPIES: 48"W x 36"D CROWN EA 2 HVAC UNITS HVAC UNIT: CONTROL ROOM -TYPE: AIR CONDITIONER 4 KW HEAT LOAD ASSUMED -SIZE:4TONS 100% REDUNDANCY 65a -CONTROL PANEL LOCATION: RIGHT BARD W48A10BP4XXE EA 3 -VOLTAGE: 230/208 BATTERY ROOM -PHASING: 1 2.5 KW HEAT LOAD ASSUMED -HEAT STRIP: 10 KW NO REDUNDANCY HVAC UNIT: -TYPE: AIR CONDITIONER -SIZE: 1.5 TONS COMM ROOM 65b -CONTROL PANEL LOCATION: RIGHT BARD W 18A05BP4XXE EA 1 1 KW HEAT LOAD ASSUMED -VOLTAGE: 230/208 NO REDUNDANCY -PHASING: 1 HEAT STRIP: 5 KW 65b SUPPLY & RETURN GRILL BARD EA 4 65c MOUNTING BRACKET BARD EA 4 65d SPARE FILTER BARD EA 4 LEAD LAG CONTROLLER: 65e 2 UNITS WITH 3 STAGES MAXIMUM BARD MC4000B EA 3 65f HVAC CANOPIES: 48"W x 36"D CROWN EA 4 65g HVAC DISCONNECT SWITCH, NEMA 3R EATON EA 4 67a EXHAUST FAN DAYTON 1HLA2 EA 1 67b MOTORIZED LOUVER DAYTON 3HHP3 EA 1 LIGHTING INTERIOR LIGHT FIXTURE: 85a -LAMP TYPE: LED ORACLE 4-OIW-LED-4000L-DIM10-40K- EA 24 -VOLTAGE 120V MVOLT-85 85b INTERIOR BULB LITHONIA EA 96 EXTERIOR WALLPACK LIGHT FIXTURE: -VOLTAGE 120V 86 TYPE OF LIGHT BULB LED RAB SLIM 12/PC EA 2 PHOTOCELL YES/ EMERGENCY LIGHT/EXIT SIGN: 87 -VOLTAGE 120 LITHONIA ECR LED EA 4 -TYPE OF EMERGENCY LIGHT BULB: LED SWITCHES AND RECEPTACLES 95a 3 WAY SWITCH: 20A, 277 VAC HUBBELL 12231 EA 6 95b SINGLE POLE SWITCH: 20A, 277 VAC HUBBELL 12211 EA 2 97a GFI RECEPTACLES: 20A, 120 VAC, DUPLEX HUBBELL GFTR20W EA 8 97b WEATHERPROOF COVER FOR RECEPTACLES INTERMATIC WP3100C EA 2 7c WEATHERPROOF GANG BOXES P BELL T14-2 EA 2 RING. WIRING SUPPLIES &CONDUIT Contract 6115 DocuSign Envelope ID: 21DO8E83-E1O6-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E 105 WIRING 12 GAUGE THHN LOT 1 106 WIRE SUPPLIES LOT 1 107a CONDUIT, FITTINGS, BOXES, & COVERS EMT CONDUIT LOT 1 CABLE 110 TRAY CABLE USA WIRE AND CABLE 4/0 THHN FT 300 111 TRAY CABLE USA WIRE AND CABLE 2/0 THHN FT 300 WIRE & CABLE MANAGEMENT 125a 4" X 4" WIREWAY: 10' STRAIGHT SECTION HOFFMAN F44G120 EA 23 125b 4" X 4" WIREWAY: ELBOW HOFFMAN F44G90E EA 12 125c 4" X 4" CONNECTOR HOFFMAN F44GUC EA 25 ALUMINUM CABLE TRAY: Manufacturer: PW Type: I Tray Material: Aluminum 126a - Rail Height: 6" high PW 06-6Al2C-S144-24 EA 14 Rung Spacing: 6" Loading: 12C Length: 144" Fittinq Radius: 12" ALUMINUM CABLE TRAY ELBOW: Manufacturer: PW Type: I Tray Material: Aluminum 126b - Rail Height: 6" high PW LD-6A-90HB12-24 EA 7 Rung Spacing: 6" Loading: 12C Length: 144" Fittinq Radius: 12" ALUMINUM CABLE TRAY HORIZONTAL TEE: Manufacturer: PW Type: I Tray Material: Aluminum 126c - Rail Height: 6" high PW LD-6A-HT12-24 EA 8 Rung Spacing: 6" Loading: 12C Length: 144" Fitting Radius: 12" 127 CABLE TRAY HANGER MATERIAL LOT 1 WIREWAY JUNCTION BOX: 16" x 16" x 8" 128a HOFFMAN EA 2 NEMA 1 SCREW COVER 128b TERMINAL BLOCKS: 12 PT GE EB251312 EA 8 GROUNDING 130 GROUNDING PADS STAINLESS STEEL EA 2 131 GROUNDING LUGS PENN UNION BBLU-4/0 EA 2 132a GROUND CABLE 4/0 BARE COPPER FT 150 132b GROUND BUS BAR: SILVER PLATED COPPER 1/4" X 2" FT 232 134 GROUNDING HARDWARE LOT 1 ELECTRICAL EQUIPMENT (AC SYSTEM) Contract 6115 DocuSign Envelope ID: 21DO8E83-E1O6-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E Contract 6115 AC PANELBOARD NO. 1 -VOLTAGE RATING: 120/240VAC -PHASING: 1 -AMPACITY RATING:225A -BUS RATING:225A -KAIC RATING (FULLY): 10 KAIC -NEMA RATING: 1 -TOP FEED -FEED THROUGH LUGS (NO) -MAIN BREAKER SIZE:225A/2P -SINGLE L LUG -SPECIAL LUG SIZE FOR INCOMING (NO) 140a -BUS: COPPER SQUARE D EA 1 -NUMBER OF CIRCUITS: 42 -STANDARD DOOR -CAN SIZE: 50" H X 20" W X 5.75' D -ALARM CONTACTS (TRIP) (NO) -ALARM CONTACTS (AUX.) (NO) -REVERSE PHASING: (NO) -BRANCH BREAKER (AMPACITY / # POLES): -100A/2P (1) -60A/2P (2) -50A/2P (2) -30A/2P (10) -20A/1 P (14) AC PANELBOARD NO. 2 -VOLTAGE RATING: 120/240VAC -PHASING: 1 -AMPACITY RATING:225A -BUS RATING:225A -KAIC RATING (FULLY): 10 KAIC -NEMA RATING: 1 -TOP FEED -FEED THROUGH LUGS (NO) -MAIN BREAKER SIZE:225A MAIN LUGS -SINGLE L LUG 140b -SPECIAL LUG SIZE FOR INCOMING (NO) SQUARE D EA 1 BUS:COPPER -NUMBER OF CIRCUITS: 42 -STANDARD DOOR -CAN SIZE: 38" H X 20" W X 5.75' D -ALARM CONTACTS (TRIP) (NO) -ALARM CONTACTS (AUX.) (NO) -REVERSE PHASING: (NO) -BRANCH BREAKER (AMPACITY / # POLES): -50A/2P (1) -30A/2P (10) -20A/1 P (20) 141 j MANUAL TRANSFER SWITCH SQUARE D EA j 1 ELECTRICAL EQUIPMENT (DC SYSTEM) DC PANELBOARD NO. 1 & 2 -VOLTAGE RATING: 250VDC -PHASING: 1 -AMPACITY RATINGA00A -BUS RATING:400A -KAIC RATING (FULLY): 14 KAIC -NEMA RATING: 1 -TOP FEED -FEED THROUGH LUGS (NO) -MAIN BREAKER SIZE:400A MAIN LUGS -SINGLE L LUG -SPECIAL LUG SIZE FOR INCOMING (NO) 143a -BUS: COPPER SQUARE D EA 2 -NUMBER OF CIRCUITS: 64 -STANDARD DOOR -CAN SIZE:91" H X 32" W X 8.25' D -ALARM CONTACTS (TRIP) (NO) -ALARM CONTACTS (AUX.) (NO) -REVERSE PHASING: (NO) -BRANCH BREAKER (AMPACITY / # POLES): 150A/2P (1) 100A/2P (2) -50A/2P (1) -30A/2P (13) -20A/1 P 15 Contract 6115 DocuSign Envelope ID: 21DO8E83-E1O6-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E Contract 6115 DC PANELBOARD NO. 3 -VOLTAGE RATING: 250VDC -PHASING: 1 -AMPACITY RATINGA00A -BUS RATING:400A -KAIC RATING (FULLY): 14 KAIC -NEMA RATING: 1 -TOP FEED -FEED THROUGH LUGS (NO) -MAIN BREAKER SIZE:400A MAIN LUGS -SINGLE L LUG 143b -SPECIAL LUG SIZE FOR INCOMING (NO) SQUARE D EA 2 BUS:COPPER -NUMBER OF CIRCUITS: 42 -STANDARD DOOR -CAN SIZE:73" H X 32" W X 8.25" D -ALARM CONTACTS (TRIP) (NO) -ALARM CONTACTS (AUX.) (NO) -REVERSE PHASING: (NO) -BRANCH BREAKER (AMPACITY / # POLES): -150A/2P (1) -50A/2P (1) -30A/2P (10) -20A/2P 8 144a MANAUL TRANSFER SWITCH SQUARE D EA 2 145a DC POWER BLOCK EA 1 145d DC POWER BLOCK BOX EA 1 146 EMERGENCY RECEPTACLE EA 1 BUILDING PROTECTION & ALARM EQUIPMENT DRY CHEMICAL FIRE EXTINGUISHER (10LB) AND 160 HANGER KIDDE 46620420 EA 4 161a EYE WASH STATION UNIT HONEYWELUARGOS 32-001000-0000 EA 1 STATION UNIT REFILL CARTRIDGE SET EOF 2WASH 161b HONEYWELL/ARGOS 32-ST1050-0000 SET 1 HYDROGEN SENSOR/MONITOR: 120VAC POWER 163a WITH 2 FORM C CONTACT ARRGH 099140 EA 1 163b HYDORGEN SENSOR: AUXILIARY RELAY IDEC RU42S-C-A110 EA 1 163c HYDROGEN SENSOR: AUXILIARY SOCKET IDEC SY4S-05C EA 1 163d HYDROGEN JUNCTION BOX: 12" x 12" x 6" HOFFMAN ASE12X12X6 EA 1 HYDROGEN JUNCTION BOX MOUNTING PAN: 12" x 163e 2 HOFFMAN PB1212PP EA 1 163f POWER SUPPLY 24VDC 30 WATT IDEC PS5R-C24 EA 1 EXTERIOR 180 SHIPPING TARPS: LENGTH SPLITS CROWN EA 2 181 CABLE RISER WITH CANOPY CROWN EA 2 182 TERMINATION WALL PLYWOOD 8'x 4'x 0.75" EA 2 MISCELLANEOUS EQUIPMENT 186 ASSEMBLY & MISC. HARDWARE LOT 1 HARDWARE: SELF TAPPING SCREWS, 12-24 x 1.25" 187 LONG LOT 1 188 UNISTRUT LOT 1 ANCHORING EQUIPMENT 189a ANCHOR CLIPS EA 14 189b ANCHOR BOLTS EA 14 SPARE PARTS/EQUIPMENT 190 CAULKING: BUTYL RUBBER EA 4 191 CAULKING: SILICON EA 4 192 TOUCH UP PAINT: WHITE CAN 4 BUILDING LITERATURE/ SIGNAGE 196 BUILDING MANUALS EA 2 197 BUILDING SAFETY SIGNS EA 4 198 BUILDING NAME PLATES LOT 1 Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E GENERAL DESIGN BID NO. B216164 CUSTOMER: CITY OF DENTON JOB NAME: 56'X 15'4" CONTROL BUILDING GENERAL CRITERIA ITEM DESCRIPTION SPECIFICATION 1 Exterior Dimensions 15'-4" W x 56'-0" L x 12'- 7" H 2 Interior Dimensions 14'-10" W x 55'-6" L x 10'-0" H 3 Estimated Total Weight 61,525 4 Roof Type & Slope Dual Slope, 2% Pitch 5 Seismic Zone (Per IBC 2006) ZONE D (UBC ZONE 4) 6 Stamped Seismic Calculation by Professional Engineer (P.E.) YES SEISMIC CRITERIA ITEM DESCRIPTION LOADING UNIT 1 Floor Load 250 PSF 2 Battery Area Load N/A PSF 3 Wall Load (wind) 125 MPH 4 Roof Live / Snow Load 85 PSF INSULATION CRITERIA ITEM DESCRIPTION RESISTANCE 1 Floor Insulation, 5.50" PERMAX R35 2 Wall Insulation, 3.00" R -MAX R19 3 Ceiling Insulation, 6.00" R -MAX R38 Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E GENERAL DESIGN BID NO. B216164 CUSTOMER: CITY OF DENTON JOB NAME: 42'X 15'4" CONTROL BUILDING GENERAL CRITERIA ITEM DESCRIPTION SPECIFICATION 1 Exterior Dimensions 15'-4" W x 42'-0" L x 12'- 7" H 2 Interior Dimensions 14'-10" W x 41'-6" L x 10'-0" H 3 Estimated Total Weight 47,931 4 Roof Type & Slope Dual Slope, 2% Pitch 5 Seismic Zone (Per IBC 2006) ZONE D (UBC ZONE 4) 6 Stamped Seismic Calculation by Professional Engineer (P.E.) YES SEISMIC CRITERIA ITEM DESCRIPTION LOADING UNIT 1 Floor Load 250 PSF 2 Battery Area Load N/A PSF 3 Wall Load (wind) 125 MPH 4 Roof Live / Snow Load 85 PSF INSULATION CRITERIA ITEM DESCRIPTION RESISTANCE 1 Floor Insulation, 5.50" PERMAX R35 2 Wall Insulation, 3.00" R -MAX R19 3 Ceiling Insulation, 6.00" R -MAX R38 Contract 6115 DocuSign Envelope ID: 21D08E83-E106-48D2-BF87-1AA9F3128536 EXHIBIT 5 Exhibit E GENERAL DESIGN BID NO. B216164 CUSTOMER: CITY OF DENTON JOB NAME: 46'X 30' CONTROL BUILDING GENERAL CRITERIA ITEM DESCRIPTION SPECIFICATION 1 Exterior Dimensions 30'-0" W x 46'-0" L x 12'- 11" H 2 Interior Dimensions 29'-6" W x 45'-6" L x 10'-0" H 3 Estimated Total Weight 99,440 4 Roof Type & Slope Dual Slope, 2% Pitch 5 Seismic Zone (Per IBC 2006) ZONE D (UBC ZONE 4) 6 Stamped Seismic Calculation by Professional Engineer (P.E.) YES SEISMIC CRITERIA ITEM DESCRIPTION LOADING UNIT 1 Floor Load 250 PSF 2 Battery Area Load N/A PSF 3 Wall Load (wind) 125 MPH 4 Roof Live / Snow Load 85 PSF INSULATION CRITERIA ITEM DESCRIPTION RESISTANCE 1 Floor Insulation, 5.50" PERMAX R35 2 Wall Insulation, 3.00" R -MAX R19 3 Ceiling Insulation, 6.00" R -MAX R38 Contract 6115 Certificate Of Completion Envelope Id: 21D08E83E10648D2BF871AA9F3128536 Subject: City Council Docusign Item - 6115 Source Envelope: Document Pages: 52 Signatures: 1 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 7/21/2016 2:56:36 PM Signer Events Karen E. Smith karen.smith@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Josh Carruthers jcarruthers@crowntechnicalsystems.com General Manager Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 7/21/2016 6:33:37 PM ID:693735af-05a5-46d7-89d3-75e91e28c26f John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard Martin howard.martin@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: EXHIBIT 5 Holder: Karen E. Smith karen.smith@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 O�D—Si,nld ny: 6SL G� 8526322463FD484... Using IP Address: 65.60.99.114 Status: Sent Envelope Originator: Karen E. Smith karen.smith@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 7/21/2016 2:59:16 PM Viewed: 7/21/20162:59:26 PM Signed: 7/21/2016 2:59:45 PM Sent: 7/21/2016 2:59:46 PM Resent: 7/21/2016 4:26:42 PM Resent: 7/26/2016 10:38:15 AM Viewed: 7/21/20166:33:37 PM Signed: 7/26/2016 6:40:07 PM Sent: 7/26/2016 6:40:10 PM S UR EXHIBIT 5 Signer Events Signature Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Signature Editor Delivery Events Status Agent Delivery Events Status Intermediary Delivery Events Status Certified Delivery Events Status Carbon Copy Events Status Julia Winkley julia.winkley@cityofdenton.com OPIE Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman sherri.thurman@cityofdenton.com [:::C:OPIED Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM ID:04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 7/26/2016 6:40:09 PM Viewed: 7/27/2016 7:55:02 AM Sent: 7/26/2016 6:40:09 PM EXHIBIT 5 Carbon Copy Events Status Timestamp Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: laura cheek laura.cheek@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/2/2016 1:20:50 PM ID: d579a165-212b-468c-86ab-6e6bd30611a3 Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/26/2016 6:40:10 PM Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 2:25]@Xm1IBIT 5 Parties agreed to: Josh Carruthers, Robin Fox, laura cheek ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 16-939, Version: 1 Legislation Text AGENDA INFORMATION SHEET AGENDA DATE: August 2, 2016 DEPARTMENT: Parks and Recreation ACM: John Cabrales SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, granting a three-year exception to Section 17-20 of the Code of Ordinances of the City of Denton, Texas, with respect to sound levels and hours of operations for the North Texas State Fair and Rodeo, held at 2217 N. Carroll Blvd, that begins on the third Friday of August and ends on the fourth Sunday of August; specifically, August 18-27, 2016, August 17-26, 2017, and August 16-25, 2018. The request is to extend the hours of operation from Monday through Thursday from 10 p.m. till midnight; Friday and Saturday from 10 p.m. till 1 a.m.; and grant extended hours of operation and an exception to the noise ordinance on Sunday from 11 a.m. to 11 p.m., not to exceed 70 decibels; and provide an effective date. BACKGROUND Glenn Carlton, executive director of the North Texas State Fair Association, is requesting a three-year exception to the noise ordinance for the North Texas Fair and Rodeo, held at 2217 N. Carroll Blvd. The event begins on the third Friday of August and ends on the fourth Sunday of August: August 18-27, 2016, August 17-26, 2017, and August 16-25, 2018. This event has been a major community activity for 85 years, is part of the heritage of this area, and is committed to youth, agriculture, and the community. PRIOR ACTION/REVIEW (Council, Boards or Commissions) On July 9, 2013, the City Council approved Ordinance 2013-164 granting a three-year exception to the noise ordinance; then previously on August 3, 2010, via Ordinance 2010-189. City Council has granted the three-year exception to the noise ordinance, successively, since 2004. RECOMMENDATION Staff recoimnends granting the three-year request for an exception to the noise ordinance. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long -teen Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Livable & Family -Friendly Community Related Goal: Provide and support outstanding leisure, cultural, and educational opportunities EXHIBITS: 1. Letter of Request 2. Proposed Ordinance City of Denton Page 1 of 2 Printed on 7/29/2016 povveied by I_egivt9i IN File #: ID 16-939, Version: 1 Respectfully Submitted: Emerson Vorel, Director Parks and Recreation Department Prepared by: Janie McLeod Community Events Coordinator City of Denton Page 2 of 2 Printed on 7/29/2016 povveied by I_egist9i I;, �n�IC�IUJlI`�nn_ tr�,k Exhibit 1 May 1, 2016 President: Sincerely, Carl Anderson Vice Presider€t. The Honorable Chris Watts and Members of the City Council Ir.��t°rie Brewer Lay Brew Marester Dear Mayor Watts and Council Members; JimFykes Secretary:This letter is to inform you of our request for a 3 year variance of the City of Denton ficin Bigg Sound Ordinance. We are asking for an exception to sound levels and hours of Treasurer: operations for the following time period: Harry ball Directors: Dates and Times Bill Allen Eddie Ary August 18 — 27, 2016 Robert Bell August 17 — 26, 2017 Danny Brumley August 16 — 25, 2018 Don Fischer Richard Fisher During the hours of: Wait Garrison Richard Mayes Monday — Thursday — until 12 midnight Wayne Johnson Fridays & Saturdays — until 1:OOam Bobby Jones Sunday —until 11:OOpm Larry Kish For a sound level not to exceed 70 decibels. Jeff Krueger R.B. Martin The North Texas State Fair Association has been granted this variance since 1995 and Mickey McNary has been operating on a 3 year variance since 2004. We have had very few complaints Cale McKnight and most years have operated without any complaints at all. Ex-OfficioDirectors: Mary Horn' Thank you for your consideration and your service to this community. County ,fudge h . I °eft I. s' Sincerely, Mayor George C. Campbell, � City Manager ger Chuck Carpenter, Glenn Carlton President, Chamber Executive Director of Commerce North Texas State Fair Association Executive Director: Clear: Carlton Executive Assistant: Cc. Janie McLeod Nand Kimmey i% t t R ?ROP ' =oxPw' " - {'` ', d' �;8t ,I:m s:Aour documents\ordinances\16\north texas fair noise exception. doe ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, GRANTING A THREE-YEAR EXCEPTION TO SECTION 17-20 OF THE CODE OF ORDINANCES OF THE CITY OF DENTON, TEXAS, WITH RESPECT TO SOUND LEVELS AND HOURS OF OPERATIONS FOR THE NORTH TEXAS STATE FAIR AND RODEO, HELD AT 2217 N. CARROLL BLVD, THAT BEGINS ON THE THIRD FRIDAY OF AUGUST AND ENDS ON THE FOURTH SUNDAY OF AUGUST; SPECIFICALLY, AUGUST 18-27, 2016, AUGUST 17-26, 2017, AND AUGUST 16-25,2018. THE REQUEST IS TO EXTEND THE HOURS OF OPERATION FROM MONDAY THROUGH THURSDAY FROM 10:00 P.M. TILL MIDNIGHT; FRIDAY AND SATURDAY FROM 10:00 P.M. TILL 1 A.M.; AND GRANT EXTENDED HOURS OF OPERATION AND AN EXCEPTION TO THE NOISE ORDINANCE ON SUNDAY FROM 11 A.M. TO 11 P.M., NOT TO EXCEED 70 DECIBELS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, by Ordinance No. 2013-164, the City Council granted the North Texas State Fair Association a three-year exception from the requirements of Section 17-20 of the Code of Ordinances of the City of Denton, Texas ("Code") and that exception has expired; and WHEREAS, by Ordinance No. 2013-164, the City Council amended the noise ordinance and exceptions where allowed as to sound levels and hours of operation when the public interest will be served thereby for outdoor music festivals; and WHEREAS, the North Texas State Fair and Rodeo meets the definition of Outdoor Music Festival pursuant to Section 17-2 of the Code of Ordinances of the City of Denton, Texas; and WHEREAS, North Texas State Fair Association has made application to the City Council for an exception to the provisions of Sections 17-20 of the Code regarding sound levels and time of use of amplified loudspeakers, in connection with the North Texas State Fair And Rodeo annual event held at 2217 North Carroll Boulevard, North Texas State Fairgrounds in Kimbrough Park, and in connection with said request, has requested the exception to be granted on an ongoing basis for said annual event at said location for ten days between the third Friday of August through the fourth Sunday of August 2016-2018; and WHEREAS, upon prior application and approval by the City Council of the City of Denton, Texas, North Texas State Fair Association has consistently demonstrated over the past three years an ability to responsibly operate amplified loudspeakers in connection with the North Texas State Fair and Rodeo annual event held at 2217 North Carroll Boulevard, North Texas State Fairgrounds, at time past the hours defined and sound levels allowed by § 17-20 of the Code, within the public interest and without materially disturbing persons of ordinary sensibilities in the immediate vicinity thereof; and WHEREAS, based upon this past history, the City Council of the City of Denton, Texas finds that granting an exception for this annual event on an ongoing basis for a three-year period, subject to the restrictions contained herein, would serve the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION I. Pursuant to §17-20 of the Code of Ordinances, North Texas State Fair Association is hereby granted an exception to section 17-20 limitation, for a period of three years, upon the time periods and sound level for outdoor music festivals, subject to the conditions listed below: 1. This exception is granted only in connection with the operation of the North Texas State Fair and Rodeo annual event at 2217 North Carroll Boulevard, North Texas State Fair- grounds, for ten days between the third Friday of August through the fourth Sunday of August 2016-2018. 2. North Texas State Fair Association agrees to take full responsibility for ensuring that the conditions of this exception are met, and to take all reasonable measures necessary to avoid disturbing persons of ordinary sensibilities in the immediate vicinity of the event. 3. North Texas State Fair Association agrees to cease exceeding the sound levels of Section 17-20 at 12:00 midnight Monday through Thursday, 1:00 a.m. Friday and Saturday and 11:00 p.m. on Sunday. 4. Under no circumstances shall the annual event permit sound levels to exceed the requirements of Section 17-20 of the Code between the hours of 1:00 a.m. and 7:00 a.m. 5. This ordinance confers no personal or property rights, and may be amended, modified, superseded or revoked in whole or in part at the will of the City Council of the City of Denton, Texas, without any advance warning, hearing or compensation, for any reason at all, or for no reason. 6. This ordinance shall be strictly construed as an exception granted pursuant to § 17-20 of the Code of Ordinances of the City of Denton, Texas. The City of Denton, Texas expressly reserves unto itself and all other persons any and all legal remedies, civil or criminal, relating to excessive noise in connection with this annual event, and hereby disclaims any promissory or equitable estoppel which might in any way impede the pursuit of such remedies by any person. SECTION 2. This ordinance shall become effective immediately upon its passage and approval, and expire three years hence, unless sooner repealed, modified or rescinded. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY IN APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: lzs �— City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 16-947, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: August 2, 2016 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a First Amendment to a Professional Services Agreement for architectural, structural, mechanical, and electrical design services in support of the new City of Denton Household Chemical Collections Facility to be located at 1527 South Mayhill, by and between Nelson + Morgan Architects, Inc. and the City of Denton, Texas; providing for the expenditure of funds therefor; and providing an effective date (File 5906 in the additional amount not -to -exceed $163,625.63; aggregating a total not -to -exceed $403,560.63). The Public Utilities Board recommends approval (6-0). FILE INFORMATION A Professional Services Agreement with Nelson + Morgan Architects, Inc. for architectural design and construction drawings of the new City of Denton Household Chemical Collection (HCC) facility was approved by Council on February 2, 2016 in the amount of $239,935. The new facility will include vehicle traffic lanes, and drop-off areas for the acceptance of HCC materials from citizens of Denton County and surrounding smaller cities in the region. The building is anticipated to be approximately 15,000 square feet, and shall be submitted for Leadership in Energy and Environmental Design (LEED) certification - Silver Level. The professional services project will be completed in five phases: Phase I - Schematic Design Phase II - Design Development Phase III - Construction Documents Phase IV - Bidding and Negotiations Phase V - Construction Administration A detailed description of each phase is included in the original Professional Services Agreement (Exhibit 1). Nelson + Morgan, Inc. has completed Phase I -Schematic Design and prepared an Opinion of Probable Cost (OPC) for the actual construction of the facility. The OPC has been estimated at $4,045,555 which is substantially higher than the original construction estimate of $1,863,900. Section 2.1 of the Professional Services Agreement states that Professional Fees for Basic Services are calculated at 7.5 percent of the construction cost of the project. Since the estimated construction cost of the project has increased, this creates the need for additional design and City of Denton Page 1 of 3 Printed on 7/29/2016 povveied by I_egivt9i IN File #: ID 16-947, Version: 1 architectural services. This will increase the Professional Fee for Basic Services from $139,791 to $303,416.63 (7.5% of $4,045,555). Therefore, staff recommends the approval of the First Amendment in the amount of $163,625.63. The amended Professional Services Agreement not -to -exceed total consists of the following cost breakdown: Basic Services (Original) $139,791.00 Basic Services (Amendment #1) $163,625.63 New Basic Services Total $303,416.63 (A) Sustainability Services, $100,144.00 (B) Civil Engineering, Cost Consultant, and Reimbursable Expenses (Remain unchanged from original contract) Amended Grand Total: $403,560.63 (A+B) PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On July 25, 2016, the Public Utilities Board (PUB) recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve a First Amendment to a Professional Services Agreement between Nelson + Morgan Architects, Inc. and the City of Denton, Texas in the additional amount not -to -exceed $163,625.63 for a total contract amount not -to -exceed $403,560.63. PRINCIPAL PLACE OF BUSINESS Nelson + Morgan Architects, Inc. Denton, TX ESTIMATED SCHEDULE OF PROJECT Professional services are ongoing, with Nelson + Morgan Architecture, Inc. staff currently working on Phases 1, II, and III. The timeline for each Phase is shown below. Phase I - Schematic Design, 30 days Phase II - Design Development, 30 days from completion of Phase I Phase III - Construction Documents, 120 days from completion of Phase II Phase IV - Bidding & Negotiations, 90 days from acceptance of Construction Documents Phase V - Construction Administration, approximately 12 months FISCAL INFORMATION The services to be performed under this contract will be funded from the Solid Waste Capital Fund account 660876595.1360.21100. A line will be added to Purchase Order 175809 for the additional amount. City of Denton Page 2 of 3 Printed on 7/29/2016 povveied by I_egist9i I;, File #: ID 16-947, Version: 1 STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Sustainable & Environmental Stewardship Related Goal: 5.6 Promote sustainable materials resource management EXHIBITS Exhibit 1: Professional Service Agreement Exhibit 2: Public Utilities Board Draft Minutes Exhibit 3: Ordinance Exhibit 4: First Amendment Respectfully submitted: Chuck Springer, 349-8260 Director of Finance For information concerning this acquisition, contact: Vance Kemler at 349-8444. City of Denton Page 3 of 3 Printed on 7/29/2016 povveied by I_egist9i I;, EXHIBIT 1 HouseholdCity of Denton Contract # 5901 Chemical Collections Facility Design Services EXHIBIT I IWN a4VAr"M—T"l FOR ARCHITECT OR ENGINEER TIRS AGREEMENT is made and entered into as of the 6th day of November, 2015, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Nelson+ Morgan Architects, Inc., with its corporate office at 2717 Wind River Lane, Ste 230, Denton, Texas 762 10 hereinafter called "Design Professional," or "Architect" acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOVITEITT OF DESIGN PROFESSIONAL Basic Services: The Design Professional's Basic Services consist of those described in Section I and include usual and customary structural, mechanical, and electrical engineering services. Services not set forth in this Section I are Additional Services. The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as independent contractor. The Design Professional hereby agrees to perform the services as describ herein and in the Proposal, the General Conditions, and other attachments to this Agreement that a referenced in Section 3, in connection with the Project. The Project shall include, without limitatio professional architectural, structural, mechanical, and electrical design services in support of the desi for the City of Denton Household Chemical Collections Building. The existing building will relocated to a new location at the City of Denton site at 1527 S. Mayhill Road. The building anticipated to be approximately 15,000 square feet, and shall be submitted for LEED certification Silver level. The project shall be completed in five (5) separate phases: Phase 1 — Schematic Desi Phase, Phase 2 — Design Development Phase, Phase 3 — Construction Documents Phase, Phase 4 Bidding and Negotiations Phase, Phase 5 — Construction Administration Phase. 1. Zoning/Platting Research — Design Professional will meet with the City of Denton to understand the constraints and parameters affecting the proposed sites. 2. Programming — Design Professional will meet with all appropriate parties to determine a preliminary program. The Architect shall review the program and other information furnished by the Owner, and shall review laws, codes, and regulations applicable to the Architect's services. The Architect shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of the Work, Project site, and the proposed procurement or delivery method and other Initial Inform.y.tion, each in terms of the other, to ascertain the reguirements of the Project. Page Contract 5906 Household Chemical Collections Building EXHIBIT I WIN aftnik'Ag-Mve-11as r 3. Schematic Design — Based on the Project's requirements agreed upon with the Owner, the Architect shall prepare and present for the Owner's approval a preliminary design illustrating the scale and relationship of the Project components. Design Professional will continue to refine the Project components until they met the Owner's requirements. Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Owner's approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. All services to be accomplished in this phase are outlined in AIA Document B 10 1 SP -2007, items 3.2.1.1-3.2.1.7. 4. Preliminary Budget: The Architect's estimate of the Cost of the Work shall be based on current area, volume or similar conceptual estimating techniques. 5. The Architect shall submit the Schematic Design Documents, and the Sustainability Plan prepared in accordance with AIA B 10 1 SP -2007 Section 3.2.1.1-3.2.1.7 and 3.3.1-3. 3.4.3 to the Owner, and shall request the Owner's approval. 6. Pre -Design application Submission — Design Professional will submit to the City of Denton planning department a conceptual site plan and questions to the City. These plans and questions will be reviewed by the Owner in advance of the Pre -application Conference. 1Iith the following deliverables: D 1. Code and Zoning Research Report D2. Schematic Design Package D3. Pre -application Package ITTIM Page 2 Contract 5906 Household Chemical Collections Building EXHIBIT I 2.b. Construction Cost Estimate — The Architect shall will send the Design Development Package to a third party cost estimator for a construction cost estimate. In preparing estimates of the Cost of Work, the Architect shall be permitted to include contingencies for design, bidding and price escalation; to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to make reasonable adjustments in the program and scope of the Project; and to include in the Contract Documents alternate bids as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget for the Cost of the Work. 2.c. The Architect shall submit the Design Development Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work or the Sustainability Plan, and request the Owner's approval. Phase 3 — Construction Documents, shall include the following: 3.a. Based on the Owner's approval of the Design Development Documents, and on the Owner's authorization of any adjustments in the Project requirements, the budget for the Cost of the Work and the Sustainability Plan, the Architect shall prepare Construction Documents for the Owner's approval. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels of materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that in order to construct the Work the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with item 5b (submittals). 3.c. During the development of the Construction Documents the Architect may assist the Owner in the development and preparation of (1) bidding and procurement information that descriA,.s the time, place and conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions); and (4) the Sustainability Plan. The Architect shall compile a project manual that includes the Conditions of the Contract for Construction and Specifications and may include bidding requirements and sample forms. 3.e. The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work or the Sustainability Plan, take any Page 3 Contract 5906 Household Chemical Collections Building EXHIBIT 1 EXHIBIT I AIA Document A201-2007 SP, or use a different form, those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. 5.a. The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent acts or omissions, but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. If-Tr'Of I t construction, produce Field Observation reports, review submittals, produce responses to Kequests for Information, and respond in a professional manner as needed during the construction process. Services in this phase are defined in AIA Document B 10 1 SP -2007 3.2.5 and in AIA Document A201 SP -2007. C, stimated completion time for construction is anticipated to take approximately 12 month— tj The Architect's responsibility to provide Construction Phase Services commences with award of the Contract for Construction and terminates on the date the Architect issues the fin_ f� �Iertificate for Payment. M ... . . .......................... . . . ...... . . Sustainability Services: The City of Denton desires to have this facility rated at a "silver" level or better under the USGBC LEED Building Design and Construction criteria (NC 2009). LEED NC 2009 requires a minimum of 50 points for Silver level certification. T he project will be, submitted for LEED certification — Silver level. Assuming that the final USGBC review yields a minimum of 50 points, City of Denton can expect receive a LEED 2009 NC Silver level certification for the Household Chemical Collections Facility. The Architect will retain the services of a LEED Certified sub -consultant to provide services necessary help the project achieve a "silver" level or better under the USGBC LEED Building Design and Construction criteria (NC 2009), The architect and it's sub consultants do not guarantee LEED certification or a particular level of certification. Although the architect and it's sub -consultants have determined the likelihood of achieving certain credits and final certification, conditions beyond the control the architect and sub -consultants may prohibit the final acceptance by the USBGC Sustainability Certification Agreements: The anticipated Sustainable Objective set forth above includes a Sustainability Certification. The Architect shall provide the Owner with copies of all agreements required by the Certifying Authority to register the Project and pursue the Sustainability Certification. The Owner and Architect will review and confirm that the terms of those agreements are acceptable to the Owner before moving forward with the Sustainability Services under Section 3.3. The Owner agrees to execute all documents required by the Certifying Authority to be executed by the Owner, including any documentation Page 5 Contract 5906 Household Chemical Collections Building EXHIBIT I required to establish the authority of the Architect as an agent of the Owner for the limited purpose of pursuing the Sustainability Certification. LEEProject Administration Services 25,920-00 USGBC Project Registration Fee $1,440-00 USGBC Review Fee $3_60000 LEEEnergy Modeling Services $ 40 .0 0 LEE D Commissioning Services $ 15 360.00 Estimated completion time: The final application and accreditation shall be completed as expeditiously as possible upon project completion. ME 1 1111111111 EVIIII Reimbursable Expenses are expenses incurred by the Design Professional, the Design Professional's em- ployees and consultants in the interest of the Project (includes the third party cost estimate for the project as defined in the General Conditions but not to exceed the stated total without the prior written approval the Owner, I 1. Topographical and Boundary surveys 2. Geotechnical Investigation and Report 3. Soil Investigation if required 4. Texas Accessibility Standard Plan Review and Post -construction Inspection 5. Construction Observation and Materials Testing 1 =i 1. Re -designs, new designs, meetings and other costs related to significant changes in scope of work or significant changes to approved designs. This includes work and meetings required to incorporate value engineering items. 2. Work in or adjacent to an existing FEMA flood plain, design services necessary to establish a base flood elevation (BFE), flood plain permitting or flood plain mapping. 3. Non -gravity storm sewer or sanitary sewer systems (systems requiring pump design, i.e. lift stations). 4. Public water or sewer system improvements beyond service connections and any off-site work. 5. SVVTPP permits application preparation or drawings 6. Traffic Impact Studies 8. Zoning change requests Retaining wall design 10. Environmental site assessments Page 6 Contract 5906 Household Chernical Collections Building EXHIBIT I 11. Site features and amenities outside of building footprint and not directly attached to the Building. 12, Currently unidentified specialty electrical, lighting or communication systems, including voice and data, audio/visual, security, or other low voltage electronic systems 13. Design of franchise utilities (gas, electric, telephone, and cable television) Page 7 Contract 5906 Household Chemical Collections Building EXHIBIT I A Professional fees for items identified above in Section 1, Basic Services is currently calculated at total fee of SEVEN and ONE HALF percent (7.5%) of the final Construction Cost of the Projec Progress payments for Basic Services shall be paid upon satisfactorily completion of tasks for t Project. The fee paid to the Architect for these services is currently calculated as at rate of 7.5 of the cost of construction, plus reimbursable expenses. Provided the actual construction l -t. exceed or are lower than the original estimated amount, the contract sum shall be adjusted to t agreeable e.hange te +L'. -.e and process a duly executed amendment to the contract and chan order to the purchase order. 2.1.1 PHASE I - For Basic Services the total compensation shall be $ 34,947.75 2.1.2 PHASE 2 - For Basic Services the total compensation shall be $ 41,937.30 2.1.3 PHASE 3 - For Basic Services the total compensation shall be $ 34,947.75 2.1.4 PHASE 4 - For Basic Services the total compensation shall be $ 6,989.55 PHASE 5 - For Basic Services the total compensation shall be $ 20,968.65 SUB -TOTAL — BASIC SERVICES 1112,22LO r*1 11.1 jr, I I I Ira 0) It I gm ILTA Eggs.] tral a 0.111 1 k'r. I KIWIS I I W, [KO) 14 rl 111411112 94 1,72,M I W4 I I I RIM -71 0 1411110 frMd LEED Project Administration Services $25,920.00 USGBC Project Registration Fee $ 1,440.00 USGBC Review Fee $ 3,600.00 LEED Energy Modeling Services $ 9,840.00 LEED Commissioning Services $15,360.00 SUB -TOTAL: 156,1610 2.3 Civil Engineering: For the Civil Engineering services, the Owner shall compensate the Architect a total of Thirty Thousand Ninety Dollars ($30,090.00). Compensation is based on a stipulated sum. The Civil Engineering Services shall be compensated in accordance with the schedule set forth below: LYROMV Pre -Application Submittal Site Civil Plans Construction Period Services SUB -TOTAL Page 8 Contract 5906 Household Chemical Collections Building EXHIBIT I Eight Hundred and Ninety Four Dollars ($8,894.00). Compensation is based on a stipulated sum. The services shall be compensated in accordance with the schedule set forth below: _Fesign Development Phase 61;;AA_N0Mft#A�#JYi 14,284 00 $ 4,610.00 i -&U-4,92 2.5 REES4111URSABLE, EXPENSES Reimbursable Expenses are expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions but not to exceed the stated total without the prior written approval of the Owner.g M=11 � Project Total 1219,,935.00 2.6 ADDITIONAL SERVICES Compensation for Additional Services is stated below. The hourly billing rates for services of Architect and the Architect's consultants, if any, are set forth below. The rates shall be adjusted accordance with the Architect's and Architect's consultants' normal review practices. I Architect: Principal $150.00/hour Project Manager 87.50/ our Registered Architect 87.50/ our Expert Testimony $400/hour Associates $85.00 /hour to (intern Architect /CAD -Drafter $77.50/hour Secretarial/Word Processing $42.50/hour Consultants: Cost plus 20%. Exact rates to be determined as needed. Compensation for Addnal Services of outside consultants, including additional engineering servic shall be negotiated prior to delivery of the actual service. All additional services shall receive a 20 mark-up for handling and coordination. I Page 9 Contract 5906 Household Chemical Collections Building EXHIBIT I SECTION 3 I -V 0p-F114-WvWN-NX This Agreement includes this executed agreement and the following documents all of which are attach, -w? hereto and made a part hereof by reference as if fully set forth herein: MUM= Attachments B — Awarded Contractor's documentation, including W-9 form, and Conflict of Interest documentation. 111111 1 I fia . . BY GE011G,F,,,,', C. CAMI NLA, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY, ANITA BURGESS, CITY ATTORNEY BY: NELSON + MORGAN ARCHITECTS, INC. 11 E NT TEXAS BY ALAN NELSON, ARCHITECT (SIGNATURE) FIM Page 10 Contract 5906 Household Chemical Collections Building EXHIBIT 1 9 'M EXHIBIT I CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES 1.1 'the Architect or Engineer's services consist of those services for the Project (as defined in the agreement (the "Agreement") and proposal (the "Proposal") to which these General Conditions are attached) performed by the Architect or Engineer (hereinafter called the "Design Professional") or Design Professional's employees and consultants as enumerated in Articles 2 and 3 of these General Conditions as modified by the Agreement and Proposal (the "Services'). 1.2 The Design Professional vAll perform all Services as an independent contractor to the prevailing professional standards consistent vsimthe level ofeare and skill ordinarily 6 IMES, M1110 WE OWN Time limits established by this schedule and approved by the Owner shall not except for reasonable cause, be exceeded by the Design Professional or Owner, and any adjustments to this schedule shall be mutually acceptable to both parties, ARTICLE 2 SCOPE OF BASIC SERVICES 21 BASIC SERVICES DEFINED The Design Professional's is Services consist ofthose described in Sections 2.2 through 2.6 ofthese General Conditions and include without Invitation normal structural, civil, mechanical and electrical engineering services and any other engineering services necessary to produce a complete and accurate set of Construction Documents, as described by and required in Section 2.4. The Basic Services may be modified bythe Agreement. 2.2 SCHEMATIC DESIGN PHASE 21.1 The Design Professional, in consultation with the Owner, shall develop a written program for the Project to ascertain Owner's needs and to establish the requirements ter the project 2.2.2 The Design Professional shall provide a preliminary evaluation ofthe Owner's program, construction schedule and construction budget requirements, each in terms ofthe other, subject to the limitations set forth in Subsection 5.2.1. 2.23 The Design Professional shall review with the Owner alternative approaches to design and construction ofthe Project. 2.2.4 Based on the mutually agreed-upon program, schedule and construction budget requirements, the Design Professional shall prepare, for approval by the Owner, Schematic Design Documents consisting of drawings and other documents illustrating the scale and relationship of Project components. The Schematic Design shall contemplate compliance with all applicable laws, statutes, ordinances, codes and regulations. 2.2.5 The Design Professional shall submit to the Owner a preliminary detailed estimate of Construction Cost based on current area, volume or other unit costs and which indicates the cost of each category of work involved in constructing the Project and establishes an elapsed time factor ter the period of time from the cornmencement to the completion of construction. 23 DESIGN DEVELOPMENT PHASE 23.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix and describe the size and character ofthe Project as to architectural, structural, mechanical and electrical systems, materials and such other elements as may be appropriate, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. Notwithstanding Owner's approval of the documents, Design Professional represents that the Documents and specifications will be sufficient and adequate to fulfill the pus.poses ofthe Project. 23.2 The Design Professional shall advise the Owner of any adjustments to the preliminary estimate of Construction Cost in a further Detailed Statement as described in Section 2.2.5. 2.4 CONSTRUCTION DOCUMENTS PHASE 2.4.1 Based on the approved Design Development Documents, and any further adjustments in the scope or quality of the Project or in the construction budget authorized by the Owner, the Design Professional shall prepare, for approval by the Owner, Construction Documents consisting of Drawings and Specifications setting forth in detail requirements forthe construction of the Project, which shall comply with all applicable laws, statutes, ordinances, codes and regulations. 2.4.2 The Design. Professional shall assist the Owner in the preparation of the necessary bidding or procurement intirrmation, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. 2.43 The Design Professional shall advise the Owner of any adjustments to previous preliminary estimates of Construction Cost indicated by changes in requirements or general market conditions. 2.4.4 The Design Professional shall assist the Owner in connection with the Owner's responsibility for filing documents, required for the approval ot'govenuriental authorities having jurisdiction over the Project. 2.5 CONSTRUCTION CONTRACT PROCUREMENT 2.5.1 'Che Design Professional, following the Owner's approval of the Constriction Documents and of the latest preliminary detailed estimate ofConstruction Cost, shall assist the Owner in procuring a construction contract for the Project through any procurement method that is legally applicable to the Project including without Page 11 Contract 5906 Household Chemical Collections Building EXHIBIT 1 limitation, the competitive sealed bidding process. Although the Owner will consider the advice ofthe Design Professional, the award ofthe construction contract is in the sole discretion ofthe Owner. 2.5.2 If the construction contract amount for the Project exceeds the total construction cost ofthe Project as set forth in the approved Retailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents, as may be required by the Owner to reduce or modify the quantity or quality ofthe work so that the total construction cost ofthe Project will not exceed the total construction cost set forth in the approved Retailed Statement of Probable Construction Costs. 2,6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Design Profess'ional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award ofthe Contract for Construction and terminates at the issuance to the Owner ofthe final Certificate for Payment, unless extended under the terms of Subsection 8.3.2. 2.61 The Design Professional shall provide detailed administration ofthe Contract for Construction as set forth below. For design professionals the administration shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as may be amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council of Govermmments, current as ofthe date ofthe Agreement, unless otherwise provided in the Agreement. 2.6.3 Construction Phase duties, responsibilities and Iimitations of authority ofthe Design Professional shall not be restricted, modified or extended without written agreement ofthe Owner and Design Professional. 2.6A The Design Professional shall be a representative of and shall advise and consult with the Owner (1) during construction, and (2) at the Owner's direction from time to time during the correction, or warranty period described in the Contract for Construction. The Design Professional shall have authority to act on behalf of the Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument. 2,6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a mariner indicating that the work when completed will be in substantial accordance with the Contract Documents. Design Professional shall provide Owner a written report subsequent to each on-site visit. On the basis of on-site observations the Resign Professional shall keep the Owner informed of the progress and quality of tine work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any observable defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that Ire will follow Degree of Care in performing all Services under the Agreement. The Design Professional shall promptly correct any defective designs or specifications fiarnished by the Design Professional at no cost to the Owner. The Owner's approval, accep- tance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in no way alter the Design Professional's obligations or the Owner's rights hereunder. 2,6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or Imlaure to carry out the work in accordance with the Contract Documents except insofar as such failure may result from Design Professional's negligent acts or omis- sions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions ofthe work. 2.6.7 The Resign Professional shall at all times have access to the work wherever it is in preparation or progress 2,6.5 Except as may otherwise be provided in the Contract Documents or when direct communicaations have been specially authorized, the Ownerand Contractor shall comiminicate through the Design Professional. Communications by and with the Design Professional's consultants shall be throughthe Design Professional. 2.6.9 Based on the Design Professional's observations at the site of the work and evaluations of the Contractor's Applications for Payment, the Design Professional shall review and certify the amounts due the Contractor. 16.10 The Design Professional's certification for payment shall constitute a representation to the Owner, based on the Design Professional 's observations at the site as provided in Subsection 2.6.5 and on the data comprising the Contractor's Application for Payment, that the work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to minor deviations from the Contract Documents cor- rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. however, the issuance of a Certificate for Payment shall not be a representation that the Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account ofthe Contract Sum. 2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have authority to require additional inspection or testing of the work: in accordance with the provisions of the Contract Documents, whether or not such Work is fabricated, installed or completed. However, neither this authority ofthe Design Professional nor a decision niaade in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility ofthe Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions ofthe work. 2.6.12 'rhe Design Professional shall review and approve or take other appropriate action upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when completed, will be in compliance with the requirements ofthe Contract Documents. The Resign Professional shall act with such reasonable promptness to cause no delay in the work or in the construction ofthe Owner or of separate contractors, while allowing sufficient time in the Design Professional's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of7determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating insinuctions for installation or performance of equipment or systems designed by the Contractor, all of° which remain the responsibility ofthe Contractor to the extent required by the Contract Documents. The Design Professional's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Design Professional, of construction means, methods, techniques, sequences or procedures. The Design Professional's approval of a specific item shall not indicate approval of an assembly ofwhich the item is a component. When professional certification of"performance characteristics Page 1 Contract 5906 Household Chernic(at Collections Building EXHIBIT 1 of materials, systems or equipment is required by the Contract Documents, the Design Professional shall be entitled to rely upon such certification to establish that the materials, systems or equipment will meet the performance criteria required by the Contract Documents. 2.6.13 The Design Professional shall prepare Change Orders and Construction Change Directives, with supporting documentation and data if deemed necessary by the Design Professional as provided in Subsections 3.1.1 and 3.3.3, for the Owner's approval and execution in accordance with the Contract Documents, and may authorize minor changes in the work not involving am adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent ofthe Contract Documents 2.6.14 On behalf of the Owner, the Design Professional shall conduct inspections to determine the dates of Substantial Completion and Final Completion, and if requested by the Owner shall issue Certificates of Substantial and Final Completion. 'fife Desigri Professional will receive and review written guarantees and related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements ofthe Contract Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance ofthe Owner and Contractor under the requirements ofthe Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions ofthe Design Professional shall be consistent with the intent of and reasonably inferable from the Contract Documents and shall be in writing or in the form of drawings. When making such interpretationsand initial decisions, the Design Professional shall endeavor to secure faithful performance by both Owner and Contractor, and shall not be liable for results or interpretations or decisions so rendered in good faith in accordance with of I the provisions of this Agreement and in the absence of negligence. 2.6.17 The Design Professional shall render written decisions within a reasonable time on all claims, disputes or other matters in question between the Owner and Contractor relating to the execution or progress ofthe work as provided in the Contract Documents. 2.6.15 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or diminish any ofthe Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the Owner with one set of Instruments of Service issued for construction to the Owner in electronic form, called Electronic Drawings Files (PDF Format), for purposes of reforence, coordination, and/or facility management only. These files will be updated showing any significant documented changes received from the General Contractor to the Construction Documents during the Construction Phase. ARTICLE; 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under- Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify tine Owner in writing and shall not commence such additional services until it receives written approval from the Owner to proceed. If the Owner indicates in writing that all or part of such Contingent Additional Services is not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Designs Professional for Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional. 3.2 Pi OJE, CT REPRESENTATION BEVC91\D BASIC SERVICES 3.23 If more extensive representation at the site than is described in Subsection 2.6.5 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities. 3.2.2 Project Representatives shall be selected, employed and directed by the Design Professional, and the Design Professional shall be compensated therefor as agreed by the Owner and Design Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 3,3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are: 1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; 2. required by the enactment or revision of codes, haws or regulations subsequent to the preparation of such documents, or 3. due to changes required as a result ofthe Owner's failure to render decision in a timely anarmer. 3.3.2 Providing services required because of significant changes in the Project including, but not limited to, size, quality, complexity, or the Owner's schedule, except for services required under Subsection 2.5.2, 3.3.3 Preparing Drawings, Specifications and other documentation and supporting data, and providing other services in connection with Change Orders and Construction Change Directives. 3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such work. Contract 5906 Household Chemical Collections Building EXHIBIT 1 3.3.5 Providing services made necessary by the default ofthe Contractor, by major defects or deficiencies in the work ofthe Contractor, or by failure ofrierfiermance of either the Owner or Contractor sander the Contract for Construction. 3.3.6 Providing services in evaluating an extensive number of elainns submitted by the Contractor or others in connection with the work. 3.3.7 Providing services in connection with a public hearing, arbitration proceeding or legal proceeding except where the Design Professional is party thereto. 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion ofthe Construction Documents Plisse. 3.3.9 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission ofthe Design Professional shall be performed by the Design Professional as a part ofthe Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The intervening or concurrent negligence ofthe Owner shall not limit the Design Professional's obligations under this Subsection 3.3.9. 3.4 OPTIONAL ADDITIONAL SERVICES 3.4.1 Providing financial feasibility or other special studies. 3.4.2 Providing planning surveys, site evaluations or comparative studies of prospective sites, 3.4.3 Providing special surveys, environmental studies and submissions required for approvals of governmental authorities or others having jurisdiction over the Project. 3.4.4 Providing services relative to future facilities, systems and equipment. 3.4.5 Providing services to investigate existing conditions or facilities or to make measured drawings thereof. 3.4.6 Providing services to verify the accuracy of drawings or other information furnished by the Owner. 3.4.7 Providing coordination of construction performed by separate contractors or by the Owner's own forces and coordination of services required in connection with construction performed and equipment supplied by the Owner, 3.4.8 Providing detailed quantity surveys or inventories of material, equipment and labor. 3.4.9 Providing analyses of operating and maintenance costs. 3.4.10 Making investigations, inventories of materials or equipment, or valuations and detailed appraisals of existing facilities. 3.4.12 Providing assistance in the utilization of equipment or systems such as testing, adjusting and balancing, preparation of operation and maintenance manuals, training personnel for operation and maintenance and consultation during operation. 3.4.13 Providing interior design and similar services required for or in connection with the selection, procurement or installation of furniture, furnishings and related equipment. 3.4.14 Providing services other than as provided in Section 2.6.4, after issuance to the Owner of the final Certificate for Payment and expiration ofthe Warranty period ofthe Contract for Construction. 3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering portions ofthe Project provided as a part of Basic Services, 3.4.16 Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practice, 3.4.17 Preparing a set of reproducible record drawings in addition to those required by Subsection 2.6.19, showing significant changes in the work made during con- struction based on marked -sap prints, drawings and other data furnished by the Contractor to the Design Professional. 3.4.18 Notwithstanding anything contained in the Agreement, Proposal or these General Conditions to the contrary, all services described in this Article 3 that are caused or necessitated in whole or in part due to the negligent act or omission ofthe Design Professional shall be performed by the Design Professional as a part ofthe Basic Services under the Agreement with no additional compensation above and beyond the compensation due the Design Professional for the Basic Services. The interveinhig or concurrent negligence ofthe Owner shall not limit the Design Professional's obligations under this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 "fie Owner shall consult with the Design Professional regarding requirements for the Project, including (1) the Owner's objectives, (2) schedule and design constraints and criteria, including space requirements and relationships, flexibility, expendability, special equipment, systems and site requirements, as more speci- fically described in Subsection 2.2.1. 41 The Owner shall establish and update an overall budget for the Project, including the Construction Cost, the Owner's other costs and reasonable contingencies related to all of these costs. 43 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to faalfill the Owner's obligations under this Agreement. Page 14 Contract 590E Household Chemical Collections Building EXHIBIT 1 4.4 The Owner shall designate a representative authorized to act on the Owner's behalf with respect to the Project. The Owner or such authorized representative shall render decisions in a timely manner pertaining to documents submitted by the Design Professional in order to avoid unreasonable delay in the orderly and sequential progress ofthe Design Professional's services. 4,5 Where applicable, the Owner shat l furnish surveys describing physical characteristics, legal limitations and utility locations for the site ofthe Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours ofthe site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All tike information on the survey shall be referenced to a project benchmark. 4,6 Where applicable, the Owner shall furnish the services of geoteclwnical engineers when such services are requested by the Design Professional. Such services may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, ground corrosion and re- sistivity tests, including necessary operations for anticipating sub -soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope ofthe Project and are requested by the Design Professional and are not retained by the Design Professional as part of its E3asic Services or Additional Services. 4.7 When not a part ofthe Additional Services, the Owner shall furnish structural, mechanical, chemical, air a nd water pollution tests, tests ofhazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 'tile Owner shall furnish all legal, accounting and insurance counseling services as may be necessary at any time for the Project, including auditing services the Owner may require to verify the Contractor's Applications for Payment or to ascertain how or for what purposes the Contractor has used the money paid by or on behalf ofthe Owner. 4a9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be furnished at the Owner's expense, and the Design Professional shall be entitled to rely upon the accuracy and completeness thereof in the absence of any negligence on the part ofthe Design Professional. 4,16 The Owner shall give prompt written notice to the Design Professional ifthe Owner becomes aware of any fault or defect in the Project or nonconformance with the Contract Documents. 4.11 Design Professional shall propose language for certificates or certifications to be requested ofthe Design Professional or Design Professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope ofthe Agreement. ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1,1 The Construction Cost shall be the total cost or estimated cost to the Owner of all elements of the Project designed or specified by the Design Professional. 5,11 The Construction Cost shall include the cost at current market rates of labor and materials ftwrnislned by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction, 5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs ofthe land, rights-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction Cost prepared by the Desin Professional represent the Design Professional's best judgment is a .. design from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment of a Project budges, awnless such fixed limit has been agreed upon in writing and signed by the parties thereto. If such a fixed limit has been established, the Design Professional shall be permitted to include contingencies for design, bidding and price escalation, to determine what materials, equipment, component systems and types of construction are to be included in the Contract Documents, to snake reasonable adjustments in the scope ofthe Project and to include in the Contract Documents alternate bids to adjust the Construction Cost to the fixed limit. fixed limits, if any, shall be increased in the amount of an increase in the Contract Sum occurring after execution ofthe Contract for Construction. 5.2,3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to the Owner, any Project budget or fixed limit of Construction Cost shall be adjusted to reflect changes in the general level of prices in the construction industry between the elate of submission of the Construction Documents to the Owner and the date on which proposals are sought. ART'ICLE 6 OWNERSHIP ANI} USE OF DOCUMENTS 6.1 'lire Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall become the property of the Owner upon termination or completion of the Agreement. The Design Professional is entitled to retain copies of all such documents. Such documents are intended only be applicable to this Project, and Owner's use of such documents in other projects shall be at Owner's sole risk and expense. In the event the Page 15 Contract 5906 Household Chemical Collections Building EXHIBIT 1 owner uses arty ofthe information or materials developed pursuant to the Agreement in another project or for other purposes than are specified in the Agreement, the Design Professional is released from any and all liability relating to their use in that project 6.2 Submission or distribution of documents to meet official regulatory requirements or for similar put -poses in connection with the Project is not to be construed as publication in derogation ofthe Design Professional's reserved rights. AR'TIC'LE 7 TERMINATION, SUSPENSION OR ABANDONMENT 7.1 The Design Professional may terminate the Agreement upon not less than thirty days written notice should the Owner fail substantially to perform in accordance with the terms of the Agreement through no fault of the Design Professional. Owner may terminate the Agreement or any phase thereof with or without cause upon thirty (30) days prior written notice to the Design Professional. All work and labor being performed under the Agreement shall cease immediately upon Design Professional's receipt of such notice. Before the end ofthe thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily perfenned prior to the receipt of such notice. No amount shall be due for lost or anticipated profits. All plans, field surveys, and other data related to the Project shall become properly ofthe Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with anew Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. 71 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior' to notice of such suspension, When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption ofthe Design Professional`s services. 7.3 The Agreement may be terminated by the Owner upon not less than seven days written notice to the Design Professional in the event that the Project is permanently abandoned. Ifthe Project is abandoned by the Owner for more than 90 consecutive days, the Design I--ofessional or the Owner may terminate the Agreement by giving written notice. 7.4 Failure ofthe Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial non- performance and cause for termination. 7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Designs Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement. 7.6 In the event oftermination not the fault ofthe Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. AWrIC'LE S PAYMENTS TO THE DESIGN PROFESSIONAL 5,1 DIRECT PERSONNEL EXPENSE 5.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion ofthe cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, 'insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 5,2 REIMBURSABLE EXPENSES 51,1 Reimbursable Expenses are in addition to compensation for Basic and Additional Services and include expenses incurred by the Design Professional and Design Professional's employees and consultants in the interest ofthe Project, as identified in the following Clauses. 8.2.1.1 Expense of trimsportation in connection with the Project; expenses in connection with authorized out-of-town travel; long-distance communications; and tees paid for securing approval of authorities having jurisdiction over the Project. 5.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 5.2.1.3 If authorized in advance by the Owner, expense of overtime work requiring higher than regular rates. 8.2,1.4 Expense ofrenderings, models and mock-ups requested by the Owner, 51.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project. 5.2.1.6 Other expenses that are approved in advance in writing by the Owner. 53 PAYMENTS ON ACCOUNT OF BASIC SER C , S 5.3.1 Payments for Basic Services shall be made monthly and, where applicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 2 ofthe Agreement and the schedule of work. 83.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault ofthe Design Professional, compensation for any services rendered during the additional period of time shall be computed in the manner set forth in Section 2 of the Agreement. 5.3.3 When compensation is based on a percentage of Construction Cost and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions, in accordance with the schedule set forth in Section 2 ofthe Agreement based on (1) the lowest bona fade bid or (2) if no such bid or proposal is received, the most recent preliminary estimate of Construction Cost or detailed estimate of Construction Cost for such portions ofthe Project. $,4 PAYMENT'S ON ACCOUNT OF ADDITIONAL SERVICES Page 16 Contract 5906 Household Chemical Collections Building EXHIBIT 1 8.4.1 Payments on account of the Design Professional's Additional Services and for Reimbursable Expenses shall be made monthly within 30 days after the presentation to the Owner of the Design P'rofessional's statement of services rendered or expenses incurred. S.5 PAYMENTS WITHHELD No deductions shall be made from the Design Professional's compensation tion on account of penalty, liquidated damages or other sums withheld from payments to contractors, or on account of the cost of changes in the work other than those for which the Design Professional is responsible. &6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three years after the date of the final Certificate of Payment or until any litigation related to the Project is final, whichever date is later. 9.1 The Design Professional shall indemnify and save gaud hold harmless the Owner and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental it unity, which defenses are hereby expressly reserved. ARTICLE 10 INSURANCE; During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an Insurance company licensed or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with fest Rate Carriers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. 10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 atthe time of the execution of the Agreement. 'the General Liability provideCompensation policy shall contain a waiver of subrogation in favor of the Owner, arid each policy shall containa provision that such insurance shall not be canceled without thirty (30) days' prior written notice to Owner, Design Professional shall policies. In such event, the Design Professional shall, prior to the effective date ofthe change or cancellation, furnish Owner with substitute certificates ofinsurance meeting the requirements ofthis Article 10. 111 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other patty with respect to all covenants of this Agreement. The Design Professional shall not assign its interests in the Agreement without the written consent of the Owner. 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced in Section 3 of the Agreement which together represent the entire and integrated agreement between the Owner and Design Professional and supersedes all prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Owner and Design Professional. When interpreting the Agreement the executed Agreement, Proposal, these General Conditions and the other attachments referenced in Section 3 of the Agreement shall to the extent that is reasonably possible be read so as to harmonize the provisions. However, should the provisions of these documents be in conflict so that they can not be reasonably harmonized, such documents shall be given priority in the following order: 1. The executed Agreement 2. Attachments referenced in Section 3 of the Agreement other than the Proposal 3. These General Provisions 1.1.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third party against either the Owner or Design 11.5 Upon receiptvf prior written y. *f the exterior arid interior, among the Design Professional's promotional arid professional materials. The Design Professional's materials shall not include the Owner's dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project, I've 17 Contract 5906 Household Chemical Collections Building EXHIBIT I &IV duuulauy Ulm cumpewauy 01 WVI&' 11VI 611— baulf-djYjR uval u" responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. 11.7 All notices, commum cations, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below signature fied harem, _b1colc on the A2rcement _cerfified mail, return recenn requested, unless otherwise s eci ed here M 119MR, 1 t %I MMIRIM1,11,1111 1 .... I . . remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which conics as close as possible to expressing the intention of the stricken provision. 11.9 'the Desi n Professional shal widi all badual, siale, and local laws_wles, rewulations. and ordinances atiplicable to the work covered hereunder as thefj may now read or hereinafter be amended during the term of this Agreement, 11.10 In perfermitig the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. UEEFI i J Page 18 Contract 5906 Household Chemical Collections Building EXHIBIT 1 1527 South Mayhill Road Denton,Texas 76208 U,emm��U����x�U��s����y LPROi EC1TSCOPE; Nelson + Morgan, Architects are pleased to provide the following proposal for providing Professional Services relating tothe referenced project. Itisour intent toprovide normal architectural, structural, mechanical and electrical design services specific tothe project requirements. Our understanding ofthe general scope ofwork is as follows: 1. Development ofthe construction documents torelocate the current HCC Facility toonew location at the City ofDenton site ot15I7 S.K8myhiURoad. • The project consists of1tract ofland containing approximately 3.2l3 acres. Zoning is|C-G. • The tract currently houses the Fleet Fueling & Truck Wash Facility. • The site isplatted asLot 1,Block 1ofthe Fleet Fueling & Truck Wash Addition. • The site is surrounded on 4 sides by property owned by the City of Denton and this property may beincorporated into the project as needed. * Total project size isundetermined mtthis time, but anticipated toinclude abuilding of approximately 15,OOOsf. • Administrative and Resell/Retail spaces will be similar in function to existing HCC facility spaces. Two (2)auto drive thrulanes will be provided between the Administrative/Resell area and the materials processing and bulk storage area. Each drive lane will beprovided with a14'xl4' overhead rolling door ateach end. Total width ofdrop-off lanes will ba44'. w Material processing and bulk storage area will consist ofanenclosed 6,OQOs.ttothe north side ofthe drive thrulanes. • Primary exterior walls will be precast concrete panels with a painted elastomeric finish. m Roof will be a sloped, Galvalume finished standing seam metal panels to match SW Admin Bldg. • Electrical power systems will be designed to incorporate solar electric panels. m Administrative offices and Resale areas will be fully conditioned spaces. The drop-off and bulk storage areas will be heated with radiant natural gas heating and natural ventilation for passive cooling. m All existing exposed roof structure and deck (interior) will be galvanized finished. • Loading docks will be located adjacent to the bulk storage area on the east side to accommodate a minimum of 4 full size tractor/trailers plus separate recycle and bulk trash container areas. Docks will be equipped with all necessary safety equipment. One door position (to be determined) will beequipped with ahydraulic dock lever. Dock area will becovered with m cantilevered roof overhead. • A 4'x4' coiling door will be provided with a chute to loading the trash compactor/container. w Primary access to the site will be via the Spencer Road/Mayhill road from the west. Public vehicle parking will be provided along the east side of the Admin/Resale area. A new larger a A,ox/toctv . p/on^a'o a /^te,/u, Dos /gn . urnvwndRiver Lane, Ste 28U Denton, Texas 76210 940,566.0266 Fox 940. 5 66. EXHIBIT I HCC Proposal June 29, 2015 -edited 10-22-2015 Page 2 of 5 vehicle and truck circulation area will be located on the north/east side at the drive thru lane exits and loading docks. to the south. All existing storm water and site drainage will be directed back into existing site retention structure for contribution into existing water recycling. LEED Certification: • The City of Denton desires to have this facility rated at a "silver" level or better under the USGBC LEED Building Design and Construction criteria (NC 2009). LEED-NC 2009 requires a minimum of 50 points for Silver level certification. [40-49 = certified, 50- 59=Silver, 60-79=Gold, 80 and above= Platinum). • ClS Group will be our LEED special ist/su b-consulta nt. They will manage the execution of the LEED certification project. 2. Project Budget for this Project is unknown at this time. For preliminary fee purposes, the following has been assumed: 0 15,000 sf x $115/sf = $1,725,000 0 Site work: approx 15% of construction cost = $258,000 0 Site Paving for truck circulation: approx 30,000 sf x $6/sf = $180,004 "EK279TIMMONFUR-701M • NMA will develop a preliminary site plan and floor plan and submit drawings to the City of Denton Planning Department for a Pre -Design meeting prior to commencement of the entire construction and bidding package.NMA will provide plans and specifications to obtain construction bids and construction permits. • NMA will provide professional assistance in preparing Bidding documents and Construction Administration. • Project will be designed to meet the IBC 2012 (or current adopted versions) and related City of Denton codes and ordinances and Texas Accessibility Standards. NMA proposes the following sub -consultants into the design team on this project: • Structural and foundation: LA Fuess and Partners, Structural Engineers (LAFP) • Mechanical and Electrical Engineering: Hergenrether Penner McGuire and Burkett Consulting Engineers, Inc. (HPMB) • Jeff Gutknecht — TAS Registered Accessibility Specialist • Cost Consultant: Construction Cost Management (CCM) • Civil Engineering; Allison Engineering Group (AEG) • LEED consulting services: ClS Group. (C1S) • Surveying and site topography: Furnished by Owner. Platting and rezoning. No services related to any re -zoning or re -platting are included. r-LP_y1P.rA -ik.?J_L-Fme9waUm" A mPr_.itdLfj tc 6rA_?_&#J, & ILBASIC SERVICES The following is a brief list of Professional Services that we anticipate will be required and propose to provide. This is not intended to limit our scope of service, but to generally define and explain our intent to provide professional services necessary for the successful completion of the project. Basic Services are those services outlined under m Archliocts n Planners a I ntorlor Dosign m, 2717 Wind River Lane, Ste 230 Denton, Texas 76210 EXHIBIT 1 Attachment C Contract # 5906 EXHIBIT 1 's I DATE (MMIDVA-M CERTIFICATE , WAN . r • . - ,: holderWA I V ED, subject to IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If S )BROGATION the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate PRODUCER McLaughlin Brunson Insurance Agency, LLP ONE FAX 12801 N. Central Expressway P IA214) 503-8899AAJ 1_ 1 Dallas NAICA _ INSHRtFA XL 37885 '..INSURED -aa66 I;NSIIIiI:R B : ..._._.. Nelson + Morgan Architects Inc„ .INSURER C 2717 Wind River Lane INSURER D: ,.. Denton TX 76210 IuSU4€ERE: -.�... INSUrd.ER. COVERAGES CERTIFICATE NUMBER: Cert ID 30430 REVISION THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BU ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. �. __...�.._ .,.._,,,---- lS�IlC�3�k1R—. OLIC &F POL'ICYC.XP S T TYPE OF INSURANCE IN: WVD POLICY NUMBER __ (AIMrDDIYYYY'� (MyLDPtYYYY LIMITS GENERAL LIABILITY EACH OCCURRENCE $ -DA—QKd C1a1dEPI �'... COMMERCIAL GENERAL LIABILITY M- 1_f4 *' LL u -e= .,_i._ CLAIMS -MADE D' OCCUR MED EXP IAr Y a to Iwss n) S faffSC],NAI_ &ADV INJURY CLNLId.AI- AGGREGATE $I t ENI.. AGGREGATE LIMIT APPLIES PER: PRCPDUCTS - COMPPOP AGG rOLIC`r' -_. n LOC JLCI _ ---""."`" i Pr1B-INEDD SIP+ fLE LIMIT AUTOMOBILE IJABILrrY 1...m_...—II ANY AUTO I BODILY INJURY (Per person) $ ALL OWNED SCHEDULED BODILY INJURY (Petr occllfeRl) $ AUTOS - NOTN-OWNED VROI'f RTP l5ANIAGE $ HIREDAUTOS AUTOS UMBRELLA UAB '...... OCCUR ---_ EACH OCCUIVIENCE ..... EXCESS LIARACGIk tt41'C. CLAIPaIS-V.A17.E... __.u......_..... - ..�-u.,w..,.' DED RI IENTIC?P€ $ 1YiaRhCERS CP.:ENSATION. l� D EMPLovE °user ANY PROPRIETORIPARTNERIEXECUTIVE NIA E L. E:Ai H ACCIDENT $ OFFICEf�L'P+RLrJCBER EXCLUDED? (Mandatory In NH) F r LI`a S'E - Fla i"Pidd+LCSY. $ If yw-,describe under f.l L DLSC WPTtQN Or= OFFRATIfJNS balraw ., DISEASE - PtJf CC:Y IMI'l S . ....®.. L A Professional Liability Y DPR9727553 2.0/4/2015 2.0/4/2016 PeraxClaim® eget® 1r000,000 DESCRIPTION OF OPCRATIONS I LOCATIONS VEHICLC"S (Attach AC ARD 101, Add;ilonmI Rorttndm.ach aduld, Ifrnura sfM40 Is rfnyuImi) The claims m rle prafezaional liability, coverage is the total aggregate limit for all Claims oresented within the policy period and i8 subject to a deductible. Thirty day notice of cancellation in favor of certifcate holder. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED I ACCORDANCE WITH THE POLICY PROVISIONS. City of menton, its officials, Agents, Employees, d volunteers Material Mgmt. Department AUTHORIZED REPRESENTATIVE 901B Texas Street Denton TX 76209 Q 1988-2010 C CORPORATION. II rights reserved. ACORD 2 (2010! S) The ACORDname and logo are registered C Paqe 1 of 1 EXHIBIT 1 CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDD/YYYY) 1/7/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Janie Bill NAME Sanger Insurance I/rPHONE� F.H (940)458-7434 FAX Sanger (940)458-3438 905 Chapman Drive EMAJL _ADDRESS:] fnie song erinsurance.com P _ P. O. Box 9 INSURER(S) AFFORDING COVERAGE NAIC # Sanger TX 76266 INSURERAAmerican Casualty Company INSURED INSURER R Mer=rV Nelson+Morgan Architects, Inc. INsuRERCVallev Forge Insurance Comnanv _ 2717 Wind River Lane INSURER D: Suite 230 INSURER E - ,,,_..... .—.-. ... _. a ..... -..-._.- Denton TX 76210 INSURER F COVERAGES CERTIFICATE NUMBER:CL161701040 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR 1'- 'ADDL 5U8R -- - 06(_i6v o-F11..-POL4CY EXP —..— LTR TYPE OF INSURANCE ,uen ynm POLICY NUMBER _(MM1DDNLYYJ IMMIDVIVYYYI,LIMITS X I COMMERCIAL GENERAL LIABILITY2,000,000 EACH OCCURRENCE _ $ _ 73 MAtsl TO fi A CLAIMS -MADE OCCUR g I�FyE EaHTED $ 300,000 _-- 71 cur eneel- X 4030949304 8/28/2015 8/28/2016 MED EXP (Anv one person) $ 10,000 PERSONAL&ADV INJURY $ 2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: i } GENERAL AGGREGATE $ 4,000,000 ( PRO - X POLICYt �JECT LOG PRODUCTS- COMP/OPAGG $ 4 000,000 OTHER, Hired and Non Owned Auto $ 1,000,000 'I GtE UWT AUTOMOBILE LIABILITY I # I $ _ 1,000,000 B X ANY AUTO BODILY INJURY (Per person) $ ALL OWNED SCHEDULED AUTOS X AUTOS BA420000006339 11/30/2015 11/30/2016 BODILY INJURY (Per accident) $ NON -OWNED PROPERTY DAMAGE $ X HIRED AUTOS X AUTOS I (Por der de tp __ - -- I PIP -Basic $ 2,500 UMBRELLA LIAB OCCUR EACH OCCURRENCE $ AGGREGATE $ EXCESS LIAR CLAIMS -MADE DED RETENTION $ _ $ WORKERS COMPENSATION PER I 01 AND EMPLOYERS' LIABILITY s STATUTE ER, ANt PRO(J?I'ETOR/PAR'rp4C••R..+Ek.EGU`f'IVE: Y/ NN( E L I EACH ACCIDENT $ 1(000 000 of-FWCFWMEMBEREXCLUDED? L t NIA .. C (Ma ndalory In NH) 594143371 6/18/2015 6/18/2016 E.L. DISEASE - EA CMF'LC)YF $ 1, 000.000 if yes, describe under , DESCRIPTION Or OPERATIONS below F,L- DISEASE - POLICY LIMIT I $ 1 . 000. 000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) The General Liability policy includes a blanket Additional Insured endorsement that provides this feature only when there is a written contract between the named insured and the certificate holder that requires it. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Denton - Their Officials, Agents, THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Employees and Volunteers ACCORDANCE WITH THE POLICY PROVISIONS. Material Management Department 901B Texas Street AUTHORIZED REPRESENTATIVE Denton, TX 76209 — Jeff springerlJBrLz ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) The ACORD name and logo are registered marks of ACORD INS025 (2014011 EXHIBIT I CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other Person doh2q,busins s,with ical governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Log., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a Date Received person who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. Name of person who has a business relationship with local governmental entity. Alan Neil=, n/N elson+ Morgan Architects, Inc, 2] Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or Inaccurate.) :3 ams of local government officer with whom filer has an employment or business relationship. N,,mne Name of Officer This section, (item 3 including subparts A. B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(10, Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? I--] Yes No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? El Yes El No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? EJ Yes E) No D. Describe each affiliation or business relationship. 4 10-22-2015 Signature of person doing business with the governmental entity Date Ajd0PWd OWMM7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 EXHIBIT 2 DRAFT MINUTES PUBLIC UTILITIES BOARD July 25, 2016 After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, July 25, 2016 at 9:04a.m. in the Service Center Training Room at the City of Service Center, 901 A Texas Street, Denton, Texas. Present: Vice Chair Phil Gallivan, Lilia Bynum, Charles Jackson, Barbara Russell Brendan Carroll and Susan Parker Ex Officio Members: Howard Martin, ACM Utilities Absent: OPEN MEETING Chair Randy Robinson CONSENT AGENDA B. PUB16-161 - Consider recommending Contract Amendment 41 to the Nelson + Morgan Architects, Inc. professional services contract (File 5906, for $239,935.00), authorizing the City Manager to execute an amended professional services agreement for architectural, structural, mechanical, and electrical design services to support the design of the new City of Denton Regional Home Chemical Collection Facility to be located at 1527 South Mayhill Road; providing for the expenditure of funds therefor in the not to exceed amount of $403,560.63; and providing an effective date. Board Member Jackson motioned to approve item B. There was a second by Board Member Russell. Vote 6-0 approved. Adjournment 11:04 a.m. EXHIBIT 3 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A FIRST AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECTURAL, STRUCTURAL, MECHANICAL, AND ELECTRICAL DESIGN SERVICES IN SUPPORT OF THE NEW CITY OF DENTON HOUSEHOLD CHEMICAL COLLECTIONS FACILITY TO BE LOCATED AT 1527 SOUTH MAYHILL, BY AND BETWEEN NELSON + MORGAN ARCHITECTS, INC. AND THE CITY OF DENTON, TEXAS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5906 IN THE ADDITIONAL AMOUNT NOT -TO -EXCEED $163,625.63; AGGREGATING A TOTAL NOT -TO - EXCEED $403,560.63). WHEREAS, on February 2, 2016, by Ordinance No. 2016-021, the City awarded a Professional Services Agreement with Nelson + Morgan Architects, Inc. for architectural, structural, mechanical, and electrical design services to support the design of the new City of Denton Household Chemical Collections Facility to be located at 1527 South Mayhill Road; providing for the expenditure of funds therefor; and WHEREAS, there has been an increase in the estimated cost of construction under the said contract requiring amendment thereof. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to execute Amendment 1 to the above referenced contract with Nelson + Morgan Architects, Inc. in substantially the form set forth in Attachment A hereto. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY :• EXHIBIT 3 APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: EXHIBIT 4 THE STATE OF TEXAS § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND NELSON+MORGAN ARCHITECTS, INC. [FILE NO. 59061 THIS FIRST AMENDMENT TO CONTRACT (hereafter the "First Amendment") to that certain Contract by and between the City of Denton, Texas and NELSON+MORGAN ARCHITECTS, INC. (hereafter the "Agreement") in the original not -to -exceed amount of $239,935.00, which was heretofore executed on NOVEMBER 6, 2015, and was approved within the delegated authority of the City of Denton Purchasing Agent; and said Agreement was heretofore entered into by and between the City of Denton, Texas, a Texas Municipal Corporation with its offices at 215 East McKinney Street, Denton, Texas 76201 (hereafter the "CITY"); and the firm of NELSON+MORGAN ARCHITECTS, INC. (hereafter "DESIGN PROFESSIONAL") with its offices at 2717 WIND RIVER LANE, SUITE 230, DENTON, TX 76210; and The original Agreement provided for DESIGN PROFESSIONAL's services related to architectural design and construction drawings of the City of Denton's Regional Home Chemical Collection (HCC) facility as is contained in Attachment "B" of the original Agreement. The further services to be performed by DESIGN PROFESSIONAL are contained in Attachment "D" of this First Amended Agreement. DESIGN PROFESSIONAL has substantially completed the initial work called for in the original Agreement; and the City deems it necessary to further expand the services provided by DESIGN PROFESSIONAL to the CITY, and to provide an additional not - to -exceed amount $163,625.63, for an aggregate of $403,560.63, for the additional required services. NOW THEREFORE, the CITY and DESIGN PROFESSIONAL (hereafter collectively referred to as the "Parties"), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following First Amendment, which amends the following terms and conditions of the said Agreement, to wit: 1. The provisions of Section I. "Scope of Services" of the First Amendment are hereby amended to add the additional language as follows, to wit: "(d) Contractor's First Amended Proposal. (Attachment "D") 2. The provisions of Section V. "Payment" in the Agreement shall instead read, in line 3 of the first paragraph thereof, "shall not exceed the sum of $403,560.63." The 1 DocuSign Envelope ID: 4FCA68AF-4A96-4135-B724-625OF9CDA68C EXHIBIT 4 number $239,935 contained on the original Agreement at the same location is hereby removed. 93 The Parties hereto agree, that except as specifically provided for by this First Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in both the Agreement and now the First Amendment shall be, and will remain in full force and effect. IN WITNESS WHEREOF, the City of Denton, Texas and the NELSON+MORGAN ARCHITECTS, INC., have each executed this First Amendment electronically, by and through their respective duly authorized representatives and officers on this date "CITY" CITY OF DENTON, TEXAS A Texas Municipal Corporation Lo Howard Martin, Interim City Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY I: "DESIGN PROFESSIONAL" NELSON+MORGAN ARCHITECTS, INC. A Texas Limited Liability Corporation 1Do&uSigned b}(.: 161A, V. WSat,a tai" "By:DDFr' Ea€aassao_ AUTHORIZED SIGNATURE, TITLE 2 DocuSign Envelope ID: 4FCA68AF-4A96-4135-B724-6250F9CDA68C BCH I B IT D ;I NELSON + ION A R C H I T E C T S, July 18, 2016 Mr. Herman Lawson Large Project Manager City of Denton Facilities Denton, Texas 76208 N C . Household Chemical Collections Facility Additional Professional Services. Adjustment Herman, per our previous conversation regarding an amendment to our PSA Contract #5906 due to scope and budget increases, below is my explanation and calculations for the adjusted fees. The basis of our professional services is outlined in Section 2, Compensation. Basic Services states that professional fees will be based on a total fee of Seven and One Half percent (7.5%) of the final Construction Cost of the Project. The fee is then divided into phases identified in 2.1.1 thru 2.1.5. The current total for this PSA is $139,791.00 which was calculated on an understood construction budget of $1,863,900.00. After completion of the Schematic Design phase an Opinion of Probable Cost for the project was prepared by Construction Cost Management (CCM) at $4,045,555.00. Based on this substantial construction budget increase, we are requesting that our professional services fee agreement be amended to reflect this estimate of probable construction as indicated below; Original PSA Basic Services fee calculation $1,863,900.00 7.5% $ 139,792.50 Original PSA total 139,791.00 Schematic Design 25% $ 34,947.75 Design Development 30% $ 41,937.30 Construction Documents 25% $ 34,947.75 Bidding 5% $ 6,989.55 Construction Administration 15% $ 20,968.65 100% $ 139,791.00 Fee for Adjusted Construction Cost Total: $4,045,555.00 7.5% $ 303,416.63 Original PSA total 139,791.00 Additional Scope Professional services $ 163,62S.63 Schematic Design Design Development Construction Documents Bidding Construction Administration 25% $ 40,906.41 30% $ 49,087.69 25% $ 40,906.41 5% $ 8,181.28 15% $ 24,543.84 100% $ 163,625.63 To summarize, our original total professional services fee was $139,791.00. The increase in construction cost adjusts the total of the professional fees to $303,416.63, or a net increase of $163,625.63. aArchitocts ® Planners a Interior Design a 2717 WindRiver Lane, Ste 230 Denton, Texas 76210 DocuSign Envelope ID: 4FCA68AF-4A96-4135-B724-6250F9CDA68C -BCH IBIT D EXHIBIT 4 HCC Additional Services Amendment July 18, 2016 Page 2 of 2 Please let me know if you have any questions or need and additional information. Respectfully, r,� ALAN F. NELSON, Architect Nelson + Morgan, Architects a Archilocts w Planners ® Interior Design ® 2717 Wind River Lane, Ste 230 Denton, Texas 76210 EXHIBIT 4 Certificate Of Completion Envelope Id: 4FCA68AF4A964135B724625OF9CDA68C Subject: City Council Docusign Item - (5906) Amendment to Design of HCC Building for City of Denton Source Envelope: Document Pages: 5 Signatures: 1 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 7/21/2016 11:50:25 AM Signer Events Rebecca Hunter rebecca.hunter@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Alan F. Nelson, Architect anelson@nelsonmorgan.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Howard Martin howard.martin@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Holder: Rebecca Hunter rebecca.hunter@cityofdenton.com Signature Using IP Address: 129.120.6.150 6y[0 -91g -d r. kt,sbw) Qv'tfA" DUI U,84FJB45A3CA... Using IP Address: 71.123.192.85 Docu S e C U R 9 D Status: Sent Envelope Originator: Rebecca Hunter rebecca.hunter@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 7/21/2016 12:00:16 PM Viewed: 7/21/2016 12:00:30 PM Signed: 7/21/2016 12:01:05 PM Sent: 7/21/2016 12:01:06 PM Viewed: 7/21/2016 12:16:49 PM Signed: 7/21/2016 2:48:05 PM Sent: 7/21/2016 2:48:09 PM Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID:04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 7/21/2016 2:48:08 PM Viewed: 7/21/2016 2:48:56 PM Sent: 7/21/2016 2:48:08 PM EXHIBIT 4 Signer Events Signature Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: In Person Signer Events Signature Editor Delivery Events Status Agent Delivery Events Status Intermediary Delivery Events Status Certified Delivery Events Status Carbon Copy Events Status Julia Winkley julia.winkley@cityofdenton.com L COP Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman sherri.thurman@cityofdenton.com L C 0 pl�� Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID:04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 7/21/2016 2:48:08 PM Viewed: 7/21/2016 2:48:56 PM Sent: 7/21/2016 2:48:08 PM EXHIBIT 4 Carbon Copy Events Status Timestamp Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Herman Lawson herman.lawson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 8/11/2015 1:16:56 PM ID:c1ff2170-cbcd-401e-ab74-8bd3b4e69c87 Scott Lebsack scott.lebsack@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/21/2016 2:48:09 PM Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM Parties agreed to: Robin Fox, Herman Lawson EXHIBIT 4 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 16-914, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: City Manager's Office CM/ ACM: Bryan Langley Date: August 2, 2016 SUBJECT Consider nominations/appointments to the City's Boards and Commissions: Airport Advisory Board; Animal Shelter Advisory Committee; Community Development Advisory Committee; Health & Building Standards Commission; Historic Landmark Commission; Human Services Advisory Committee; Library Board; Parks, Recreation and Beautification Board; Planning and Zoning Commission; Public Art Committee; Public Utilities Board; Traffic Safety Commission; and Zoning Board of Adjustment. BACKGROUND Attached are the nominations Council has submitted for board and commission positions. Any additional nominations made during the Work Session will be provided prior to approval. EXHIBITS Exhibit 1 - Nominations Sheet Respectfully submitted: Jennifer Walters City Secretary City of Denton Page 1 of 1 Printed on 7/29/2016 povveied by I_egivt9i IN BOARD AND COMMISSION NOMINATIONS Board Council Member Nomination Airport Advisory Board Wazny Ira Weinstein (R) Hawkins Martin Mainja (R) Gregory Watts Animal Shelter Advisory Committee Roden Briggs Gregory Ba heri Anne Sullivan N Community Development Advisory Crate. Roden Wazny Scott Rozell (R) Gregory Watts All All Health & Building Standards Commission Briggs David Mollen (move from Alternate) Wazny Matthew Jendusa (N) Hawkins Alternate Alternate Historic Landmark Commission Briggs Daniel Abasolo (R) Watts All Human Services Advisory Committee Briggs Hawkins All All Library Board Wazny Barbara Halbert (R) Hawkins Sarah Gamblin (N) Watts Parks, Recreation & Beautification Board Briggs Wazny Maria Renner (R) Hawkins Paul Leslie (R) Gregory Planning and Zoning Commission Wazny Steve Sullivan (N) Gregory Ba heri Margie Ellis N Public Art Committee Roden Briggs Wazny Erin Clegg (N) Hawkins Frank Mayhew (R) Watts R - Reappointment N - New Nomination BOARD AND COMMISSION NOMINATIONS Board Council Member Nomination Public Utilities Board Wazny Allen Bishop (N) Traffic Safety Commission Roden Briggs Ba heri Michael Hennen N Zoning Board of Adjustment Briggs Gregory Alternate 2 Alternate 3 R - Reappointment N - New Nomination City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: Al 6-0002a, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services ACM: Jon Fortune DATE: August 2, 2016 SUBJECT Conduct the first of two readings of an ordinance to annex an approximately 0.375 acres generally located on the north side of Crawford Road, approximately 675 feet east of I -35W Crawford Road on-ramp (A16-0002; Ranch View Specialty Hospital). BACKGROUND On March 29, 2016, the City of Denton received an application for a Preliminary Plat for Ranch View Specialty Hospital, located at the northeast corner of I -35W and Crawford Road. A conceptual site plan submitted with the Preliminary Plat reflects an approximately 45,000 square -foot hospital and additional future medical office buildings to be constructed in phases. The proposed development includes three tracts of land, two of which are located within the municipal boundary, and one that is located in the City of Denton's Extraterritorial Jurisdiction (ETJ). In order to facilitate continuity and consistent regulations within the development, it was mutually agreed that the property in the ETJ be annexed. Therefore, the owner of the property, Matthew Macleod, Managing Member of CHP Holdings, L.L.C., submitted a petition for annexation in writing on June 22, 2016. Per the Texas Local Government Code Sec. 43.028, a municipality may annex an area if it is contiguous to the annexing municipality, one-half mile or less in width, and vacant and without residents. The proposed annexation area meets these requirements. The tentative schedule for annexation is as follows: August 2, 2016 - City Council considers institution of annexation proceedings and holds the First Reading of the Annexation Ordinance. September 20, 2016 - Second Reading and adoption of the Annexation Ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) A public hearing to hear the petition and public comment for voluntary annexation of the property was held at the on August 19, 2016 City Council meeting. City of Denton Page 1 of 2 Printed on 7/27/2016 povveied by I_egivt9i IN File #: Al 6-0002a, Version: 1 STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS I. Site Location/Aerial Map 2. Annexation Petition 3. Presentation 4. Draft Ordinance Respectfully submitted: Aimee Bissett Director of Development Services Prepared by: Julie Wyatt Senior Planner City of Denton Page 2 of 2 Printed on 7/27/2016 povveied by I_egist9i I;, Al 6-0002 Site Location C n xH "' i 0 115 230 460 SITE et Parcels CITY v1 Roads - Development Services a GIS th eeCityYoffDentop and ha been made a dailablento the pubhchbased are the PublicminPormstion A�tct of City of Dentonl makeseeveery effolrt Tolpreoduceesnd publish the 9nostpcoa rerenht but cu ate information posssible� No waarPantiesthexp essetB or limplieoY are provided for the data herein, its use, or its interpretation. Utilization of th is map indicates understanding and acceptance of this statement. I 215 E. McKinney St., Denton, Texas 76201 TO THE HONORABLE MAYOR AND CITY COUNCIL MEMBERS OF THE CITY OF DENTON, TEXAS: CHP Holdings, L.L.C., a Texas Limited Liability Company and owner of the hereinafter described tract or parcel of land ("Property") hereby voluntarily petitions the City Council of the City of Denton, Texas, to annex the Property and extend the present city limits and extraterritorial jurisdiction so as to include as part of the City of Denton, Texas, the Property, containing approximately 0.38 acres of land, described as follows: Being a tract of land situated in the Elizano Pizano Survey, Abstract No. 994, Denton County, Texas, 867435, and being all of a called 0.378 acre tract of land as described in the deed to Mary Alice Moorman, recorded in Volume 924, Page 890, Deed Records, Denton County, Texas (DRDCT), and being more particularly described by metes and bounds in Exhibit "A" attached hereto and made a part hereof. A map showing the location of the Property is attached hereto as Exhibit Bi and is incorporated herein by reference. Uwe certify that the above-described Property is contiguous and adjacent to the City of Denton, Texas, and that this petition is signed and duly acknowledged by each and every person, corporation, or entity having an ownership interest in said Property. CHP Holdings, L.L.C., a Texas Limited Liability Company , - -- �­,' By: Matthew Macleod Its: Managing Member ACKNOWLEDGEMENT STATE OF TEXAS § § COUNTY OF DENTON § BEFORE ME, the undersigned authority, on this day personally appeared Vincent Pezzulli, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he/she executed the same for the purposes and consideration therein expressed. Given under my hand and seal of office this J 6day of V - 12016. °„k+� JESSE GCT©ER (SEAL) , p��, _ Notary Public, state of Texas NOTARY UB 1C in and for the , my commission Expires STATE TEXAS October 20, 2018 X 55 4-ey Printed Name My commission expires; W -Z0— i Exhibit A Metes & Bounds Description BEING a tract of land situated in the Elizano Pizano Survey, Abstract No. 994, Denton County, Texas, and being all of a called 0.375 acre tract of land as described in the deed to CHP Holdings, LLC, recorded in Document No. 2016-6382, Official Records, Denton County, Texas (ORDCT), and being more particularly described by metes and bounds as follows: (Bearings referenced to the Texas Coordinate System, NAD83 North Central Zone — 4202, as established using GPS Technology in conjunction with the RTK Cooperative Network) BEGINNING at a 1/2 inch iron rod found for the northeast corner of the said called 0.375 acre tract of land, being common with the easternmost southeast corner of a called 7.605 acre tract of land as described in the deed to CHP Holdings, LLC, recorded in Document No. 2015-93741, Official Records, Denton County, Texas (ORDCT), from which a 6 inch metal fence corner post found for the northeast corner of the said called 7.605 acre tract of land bears North 00°22'53" West, a distance of 459.38 feet. THENCE South 00013'21" East, with the east line of the said called 0.375 acre tract of land, passing a 5/8 inch iron rod found at a distance of 149.59 feet, and continuing in all a total distance of 175.03 feet to a "Mag" nail set at the southeast corner of the said called 0.378 acre tract of land, and being in Crawford Road; THENCE South 89059'53" West, with the south line of the said called 0.375 acre tract of land, a distance of 94.04 feet to a "Mag" nail set at the southwest corner of the said called 0.375 acre tract of land, being common with the southernmost southeast corner of the said called 7.605 acre tract of land, and being in Crawford Road; THENCE North 00014'53" East, with the west line of the said called 0.375 acre tract of land, being a common line with the said 7.605 acre tract of land, passing a 1/2 inch iron rod found at a distance of 25.41 feet, and continuing in all a total distance of 175.00 feet to a 1/2 inch iron rod found for the northwest corner of the said called 0.375 acre tract of land, being common with an interior corner of the said called 7.605 acre tract of land; THENCE North 89058'48" East, with the north line of the said called 0.375 acre tract of land, being a common line with the said 7.605 acre tract of land, a distance of 92.61 feet (94.0 feet by deed) to the POINT OF BEGINNING and containing 16,350 square feet or 0.375 acres of land more or less. Note: This metes & bounds is for annexation purposes only and should not be used to convey interests in real property. E 0 50' SCALE: I"= 50' EXHIBIT B MAF OF PROPERTY 0.375 ACRES SITUATED WITHIN THE ELIZANO PIZANO SURVEY, ABSTRACT NO. 994 DENTON COUNTY, TEXAS CALLED 7.605 ACRES CHP HOLDINGS, LLC DOCUMENT NO. 2015-93741 ORDCT 564' APPROXIMATE ROAD CENTERLINE NOTE: THE MAP SHOWN HEREON DOES NOT CONSTITUTE A BOUNDARY SURVEY AND SHOULD NOT BE USED TO CONVEY OR ESTABLISH INTERESTS IN REAL PROPERTY. FURTHERMORE, THIS DOCUMENT SHALL NOT BE RECORDED FOR ANY PURPOSE AND SHALL NOT BE USED OR VIEWED OR RELIED UPON AS A FINAL SURVEY DOCUMENT. 06-01-16 8 1111111 B BAIRD, HAMPTON & BROWN, INC. ENGINEERING & SURVEYING 4550 State Hwy 360, Ste. 180, Grapevine, TX 76051 mail@bhbinc.com 817-251-8550 www.bhbinc.com BHB Project #2015.400.011 TBPE Firm F-44 TBPLS Firm 10011302 N89058'48"E 92.61' S89059'53"W 94.04' W FA Lu cV m 0 0 0 V) CRAWFORD ROAD 00 -(0 c° co Owl J Q Q a. d N U ;00zo L) 14- w a� O U >O 0 0.375 ACRES 16,350 SQ. FT. Lu CALLED 0.375 ACRES M CHP HOLDINGS, LLC in DOCUMENT NO. � 2016-6382 0ORDCT 0 z S89059'53"W 94.04' W FA Lu cV m 0 0 0 V) CRAWFORD ROAD 00 -(0 c° co Owl J Q Q a. d N U ;00zo L) 14- w a� O U >O 0 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON ANNEXING APPROXIMATELY 0.375 ACRES OF LAND, GENERALLY LOCATED ON THE NORTH SIDE OF CRAWFORD ROAD, APPROXIMATELY 675 FEET EAST OF I -35W CRAWFORD ROAD ON-RAMP, MORE SPECIFICALLY DESCRIBED IN EXHIBIT "A" AND ILLUSTRATED IN EXHIBIT "B", WHICH AREA ABUTS AND IS ADJACENT TO THE CITY LIMITS SO AS TO INCLUDE THE PROPERTY WITHIN THE CITY LIMITS; GRANTING TO ALL THE INHABITANTS OF THE PROPERTY ALL THE RIGHTS AND PRIVILEGES OF OTHER CITIZENS, AND BINDING THE INHABITANTS TO ALL OF THE ORDINANCES, RESOLUTIONS, ACTS, AND REGULATIONS OF THE CITY; PROVIDING FOR A CORRECTION TO THE CITY MAP TO INCLUDE THE ANNEXED LANDS; PROVIDING FOR A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, pursuant to Section 43.028, Texas Local Government Code (the "Statute"), a home rule city is authorized to annex sparsely occupied areas on petition of area landowners; and WHEREAS, petitioner CHP Holdings, LLC ("Petitioner") owns approximately .375 acres of land in the extraterritorial jurisdiction of the City of Denton, Texas, generally located on the North side of Crawford Road, approximately 675 feet East of IH35W Crawford Road On -Ramp, and is more particularly described in Exhibit A and illustrated in Exhibit B both attached hereto and incorporated by reference herein ("Property"); and WHEREAS, the Property is one-half miles or less in width, is contiguous to the City, and is vacant and without residents pursuant to Sec. 43.028 (a) of the Statute; and WHEREAS, the Petitioner submitted a Petition Requesting Annexation by Landowner to the City on June 22, 2016, for the purposes of requesting that the Property be annexed; and WHEREAS, a public hearing was held with the City Council on August 19, 2016, which was noticed in accordance with the Statute; and WHEREAS, annexation proceedings were instituted for the Property described herein at the first reading of the ordinance conducted at the City Council meeting on August 2, 2016; and WHEREAS, this ordinance has been published in full one time in the official newspaper of the City of Denton after annexation proceedings were instituted and thirty days prior to City Council taking final action, as required by the City Charter; and WHEREAS, a second reading of the ordinance was conducted at the City Council meeting on September 20, 2016, and the City Council finds that annexing the Property is in the best interest of the citizens of the City of Denton and will allow the City to ensure development consistent with the Denton Plan as it is now written or as it may be modified by the City from time to time, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated by reference herein. SECTION 2. The City hereby ANNEXES the land described and depicted in Exhibit A and Exhibit B, attached hereto and incorporated herein by reference. SECTION 3. The newly annexed property shall be included within the corporate limits of the City of Denton, Texas, thereby extending the City's corporate limits and granting to all the inhabitants of the newly annexed property all of the rights and privileges of other citizens and binding the inhabitants to all of the ordinances, resolutions, acts, and regulations of the City. A copy of this Ordinance shall be filed in the real property records of the Denton County Clerk and with the Denton County Appraisal District. SECTION 4. The City Manager is hereby authorized and directed to immediately correct the map of the City of Denton by adding thereto the additional territory annexed by this Ordinance, indicating on the map the date of annexation and the number of this Ordinance, and the ETJ resulting from such boundary extensions. SECTION 5. Should any paragraph, section, sentence, phrase, clause, or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall not be affected thereby. SECTION 6. This ordinance shall be effective immediately upon its passage by the City Council, and it is accordingly so ordained. PASSED AND APPROVED this the day of , 2016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON Legislation Text File #: ADP 16-0001 e, Version: 1 AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services ACM: Jon Fortune DATE: August 2, 2016 SUBJECT Consider approval of an Alternative Environmentally Sensitive Area (ESA) Plan for the Villages of Carmel Phase 4B. The subject property is generally located on the north side of Pockrus Page, east of Monte Verde Way, and west of Swisher Road. The Planning and Zoning Commission recommends approval (7-0). BACKGROUND The subject property is located within Phase 4 of the Villages of Carmel, an approximately 45 -acre property located on the north side of Pockrus Page Road which was rezoned in 2015 from a Neighborhood Residential Mixed Use (NRMU) District to a Neighborhood Residential 6 (NR -6) District to allow single-family development. Within Phase 4 there are two areas of potential environmental importance: • Upland Habitat - At the northwest corner of the property is an area formerly located within an Upland Habitat ESA. This designation includes the remnants of the eastern Cross Timbers forest that are at least ten acres in size and requires that 50% of the ESA remain protected from residential development. The Upland Habitat ESA in Phase 4 was removed in 2008, however, after staff conducted a field assessment of the area it was determined that it did not meet the ten acre minimum acreage requirement to qualify as an ESA. • Riparian Buffer - At the southeast corner of the property is the remnant of a stream which is designated as a Riparian Buffer ESA. This designation restricts development within either 50 or 100 feet of the centerline of streams, depending upon the size of basin that is drained. Staff conducted a field assessment of the stream in 2015 and confirmed the existence of a Riparian Buffer ESA in this area. Because the stream drains a basin of less than one square mile, protection against development extends only within 50 feet of the centerline of this stream. The applicant is requesting to remove the Riparian Buffer ESA on the stream to allow development of nine additional single-family homes. As mitigation for this removal, the applicant is proposing to preserve trees inside the former Upland Habitat ESA at a 1:1 ratio to those removed from the Riparian Buffer ESA. To comply with the public hearing notice requirements, 60 notices were sent to property owners within 200 feet of the subject property, 347 courtesy notices were sent to physical addresses within 500 feet of the subject property, a notice was published in the Denton Record Chronicle, and signs were placed on the property. Staff received two responses in favor of the request. Three members of the public spoke in support of the request at the Planning and Zoning Commission meeting on June 8, 2016. City of Denton Page 1 of 3 Printed on 7/27/2016 povveied by I_egivt9i IN File #: ADP 16-0001 e, Version: 1 OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Planning and Zoning Commission recommends approval of this request (7-0). The Development Review Committee recommends approval of this request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On June 8, 2016, the Planning and Zoning Commission recommended approval of the Alternative ESA Plan request (7-0). On July 19, 2016, the City Council held a public hearing and voted on the request. The result of the vote was a 3-3 tie. Any item that results in a tie is automatically placed on successive agendas until a majority vote is reached. On July 26, 2016, the item was postponed to the August 1" City Council. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS 1. Staff Analysis 2. Location Map 3. Zoning Map 4. Future Land Use Map 5. ESA Map 6. Proposed ESA Plan 7. Site Photos 8. Notification Map & Responses 9. June 8, 2016, P&Z Meeting Minutes 10. Draft Ordinance City of Denton Page 2 of 3 Printed on 7/27/2016 povveied by I_egist9i I;, File #: ADP 16-0001 e, Version: 1 11. Presentation Respectfully submitted: Aimee Bissett Director of Development Services Prepared by: Mike Bell Senior Planner City of Denton Page 3 of 3 Printed on 7/27/2016 povveied by I_egist9i I;, City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON Legislation Text File #: ADP 16-0001 a, Version: 1 Planning Report ADP16-000INillages of Carmel Phase 4B City Council District 1 Planning & Zoning Commission June 8, 2016 REQUEST: Hold a public hearing and consider a recommendation to City Council regarding an Alternative Environmentally Sensitive Area (ESA) Plan for the Villages of Carmel Phase 4B. The subject property is generally located on the north side of Pockrus Page Road, east of Monte Verde Way, and west of Swisher Road. (ESA16-0001, Villages of Carmel Phase 4, Mike Bell). OWNER: Justin Bono, Astra Carmel, LLC APPLICANT: Rodney Zielke, P.E., Z Professional Services BACKGROUND: The subject property is located within Phase 4 of the Villages of Carmel, an approximately 45 -acre property located on the north side of Pockrus Page Road which was rezoned in 2015 from a Neighborhood Residential Mixed Use (NRMU) District to a Neighborhood Residential 6 (NR -6) District to allow single-family development. Within Phase 4 there are two areas of potential environmental importance: • Upland Habitat - At the northwest corner of the property is an area formerly located within an Upland Habitat ESA. This designation includes the remnants of the eastern Cross Timbers forest that are at least ten acres in size and requires that 50% of the ESA remain protected from residential development. The Upland Habitat ESA in Phase 4 was removed in 2008, however, after staff conducted a field assessment of the area it was determined that it did not meet the ten acre minimum acreage requirement to qualify as an ESA. • Riparian Buffer - At the southeast corner of the property is the remnant of a stream which is designated as a Riparian Buffer ESA. This designation restricts development within either 50 or 100 feet of the centerline of streams, depending upon the size of basin that is drained. Staff conducted a field assessment of the stream in 2015 and confirmed the existence of a Riparian Buffer ESA in this area. Because the stream drains a basin of less than one square mile, protection against development extends only within 50 feet of the centerline of this stream. The applicant is requesting to remove the Riparian Buffer ESA on the stream to allow development of nine additional single-family homes. As mitigation for this removal, the applicant is proposing to preserve trees inside the former Upland Habitat ESA at a 1:1 ratio to those removed from the Riparian Buffer ESA. SITE DATA: City of Denton Page 1 of 5 Printed on 6/3/2016 povveied by I_egivt9i IN File #: ADP16-0001 a, Version: Phase 4 of the Villages of Carmel contains 45 acres of undeveloped property. A Final Plat for Phase 4A on the western 17.5 acres of the property was approved by the Planning and Zoning Commission on May 5, 2015, and clearing and grading work is currently underway in this area. USE OF PROPERTY UNDER CURRENT ZONING: The subject property is located within an NR -6 District that permits a maximum density of six single-family units per acre. SURROUNDING ZONING AND LAND USES: North: The property to the north is zoned an NR -6 District and although currently undeveloped, has received plat approval for single-family homes within the Villages of Carmel Phase 5. East: The property to the east will dedicated as right-of-way for the future extension of Post Oak Boulevard, a six -lane, divided roadway. Properties farther to the east are zoned Rural Residential (RD -5X) and are developed with single-family homes. South: The property to the south is located within Planned Development -117 (PD -117) and includes single- family homes within the Preserve at Pecan Creek. West: The property to the west is zoned a Neighborhood Residential Mixed Use 12 (NRMU-12) district and is developed with townhomes within the Villages of Carmel Phase 1. COMPATABILITY OF REQUEST WITH SURROUNDING ZONING/LAND USES: Surrounding properties are all single-family developments. The proposed Alternative ESA Plan would have no impact on the use of these properties. COMPREHENSIVE PLAN: During the input process for Denton Plan 2030, as well as the 1999 Denton Plan, residents repeatedly expressed that preserving the natural environment of Denton is one of their highest priorities. As a result of the environmental principles of the 1999 Denton Plan, several areas with significant ecological value as ESA's were identified and these were subsequently adopted in 2002. The areas are subject to regulations that limit land -disturbing activity and development in specific natural resource areas, and protect the city's water quality. ESA's provide important plant and animal habitats, as well as provide critical linkages for wildlife, as they are intended to link existing and planned open space within the city. ESA's include the following areas: • 100 -Year Floodplain - Area within the FEMA 100 -year floodplain in its natural state or an area that has been graded, filled, or otherwise disturbed. • Riparian Buffers - Areas located 100 feet from the centerline of streams draining a basin of greater than one square mile, and 50 feet from any streams that drain areas of one square mile or less. • Water -Related Habitat - Areas that are designated for wetland, tree, and understory preservation and that include significant stands of water -related habitat. • Upland Habitat - Areas of a minimum of ten acres in size that contain remnants of the eastern Cross Timbers Habitat. Denton Plan 2030 outlines policies and actions to create a cohesive green infrastructure network, expand and protect tree canopy, preserve habitat and ecosystems, improve air and water quality, and conserve water resources. A few of the actions related to these policies that related to the applicant's request are provided below: • Further the ESA program to create an integrated system of publicly -owned natural areas that protect the integrity of important conservation sites, protect corridors between natural areas, and preserve outstanding examples of Denton's diverse natural environment. City of Denton Page 2 of 5 Printed on 6/3/2016 povveied by I_egist9i I;, File #: ADP 16-0001 a, Version: 1 • Use the ESA framework as basis for guiding land use decisions and providing an equitable distribution of natural resources throughout the city. • Encourage the preservation of floodplain and open spaces as access as a community -wide recreational resource instead of singular ownership by one person or a single neighborhood. • Require ESA Assessments for development sites where areas of high ecological value are proposed to be disturbed that will trigger appropriate management practices including any necessary mitigation actions. • Make broader use of mitigation banks to facilitate market-based compensation to landowners that choose to help environmentally sensitive lands. • Establish tree parks in which the City purchases lands identified to have significant amounts of historic trees for long-term preservation. • Develop a plan for conservation and preservation of the unique and endangered native Cross Timbers Forest region trees, Blackjack Oak and Post Oak, which are critical to the local wildlife and natural ecosystem of Denton. • Continue to enforce and update the ESA regulations in order to manage important natural areas that preserve wildlife habitat and native landscapes, while providing opportunities for education, scientific research, nature interpretation, art, fishing, relaxation, wildlife observation, hiking and other activities. • Preserve stream buffers and the bottomland hardwood habitat and wetlands in accordance with ESA regulations. CONSIDERATIONS: 1. The applicant is requesting to remove approximately two acres of Riparian Buffer ESA at the southeast corner of the Villages of Carmel Phase 4. This ESA designation is intended to protect the remnant of a stream that once fed into a tributary of Lake Lewisville. The natural stream terminates at the south end of the property near the intersection Pockrus Page Road of Post Oak Boulevard, where it is then collected into the City's stormwater system. The natural stream no longer exists to the south of Pockrus Page Road, as it was channelized along the east side of Post Oak Boulevard in 2001 to facilitate the Preserve at Pecan Creek Section A and Villages of Carmel Phase 3. These developments occurred prior to the adoption of the ESA protection regulations in 2002 and therefore were not required to provide any mitigation for the channelization downstream. 2. Staff assessed the Riparian Buffer ESA in 2015 and determined that the stream meets the standards for protection, however the applicant contends that the drainage improvements required within the remainder of Phase 4 will eventually eliminate any water runoff that currently feeds this stream. After reviewing engineering plans associated with Phase 4, staff concurs with this assessment. Once the remainder of Phase 4 is developed, the natural runoff that once fed the stream will instead be collected into the stormwater system, eventually eliminating the environmental conditions that qualify for ESA protection. At that time, the applicant could request a new assessment of the ESA and, if removed, could then replat the area into the nine additional lots currently proposed. 3. In exchange for the early removal of the Riparian Buffer ESA, the applicant is proposing to preserve trees within an approximately two acre stand of trees once located within an Upland Habitat ESA at the northwest corner of Phase 4B. For every inch of tree removed from the Riparian Buffer ESA, the applicant will preserve one inch within the old Upland Habitat ESA. Based on the tree survey provided with the Preliminary Plat, this will total approximately 875 inches. Because the two ESA's contain roughly the same proportion of tree sizes and species, primarily Post Oaks and Red Cedars, the proposed mitigation would allow for an approximately even trade of both quality and quantity of trees. The applicant intends to use any City of Denton Page 3 of 5 Printed on 6/3/2016 povveied by I_egist9i I;, File #: ADP 16-0001 a, Version: 1 excess inches of trees within the stand above the 1:1 ratio towards compliance with the minimum tree preservation requirements of the Tree Code. The net result will leave a majority of the former Upland Habitat ESA intact. 4. Furthermore, if approved, the applicant would no longer be permitted to credit the inches of trees within the tree preserve towards the minimum preservation requirements of the Tree Code. This creates the additional benefit of increasing the total inches of trees preserved across the entirety of Phase 4B. 5. The proposed tree preserve area is adjacent to two other heavily treed common area lots within Phase 4A and Phase 2C of the Villages of Carmel. The trees on these lots were also once part of the Upland Habitat ESA and were used to meet preservation requirements of the Tree Code for these phases. When combined, the three lots would provide a common area tree park available to residents of the Villages of Carmel Home Owners' Association (HOA). 6. Although acknowledging that the Riparian Buffer and Upland Habitat ESA designations have different purposes and cannot be equitably compared using trees alone, staff is supportive of the proposed mitigation as it affords protection not currently provided to an important environmental resource, creates a cohesive tree park centrally located for residents of the Villages of Carmel, and increases the total number of trees preserved across Phase 4. The cost for this protection is the forfeiture of the Riparian Buffer ESA that is likely be eliminated in the future once the remainder of Phase 4 is developed. 7. The proposed tree preserve is intended to be owned and maintained by the HOA of the Villages of Carmel. This area, unlike the adjacent common area lots in Phases 2C and 4A, must be managed in its natural state subject to Section 35.17.9 of the Denton Development Code. STAFF RECOMMENDATION: Staff recommends approval of the request as it is compatible with the surrounding property and is consistent with the goals and objectives of the Denton Plan 2030. OPTIONS: 1. Recommend approval as submitted. 2. Recommend approval subject to conditions. 3. Recommend denial. 4. Table the item. PUBLIC NOTIFICATION: To comply with the public hearing notice requirements, 60 notices were sent to property owners within 200 feet of the subject property, 347 courtesy notices were sent to physical addresses within 500 feet of the subject property, a notice was published in the Denton Record Chronicle, and signs were placed on the property. The applicant did not host a neighborhood meeting. PROJECT TIMELINE: Application Received: January 20, 2016 P' Submittal Sent to DRC Members: January 27, 2016 Comments Released to Applicant: February 12, 2016 DRC Meeting with Staff: February 18, 2016 2nd Submittal Sent to DRC Members: February 23, 2016 Comments Released to Applicant: April 8, 2016 City of Denton Page 4 of 5 Printed on 6/3/2016 povveied by I_egist9i I;, File #: ADP 16-0001 a, Version: 1 Business Days under DRC Review: 45 Business Day out to Applicant: 7 Total Business Days: 52 EXHIBITS: • Aerial Map • Zoning Map • Future Land Use Map • ESA Map • Proposed ESA Plan • Site Photos • Notification Map & Responses Respectfully submitted: Munal Mauladad Deputy Director, Development Services Prepared by: Mike Bell Senior Planner City of Denton Page 5 of 5 Printed on 6/3/2016 povveied by I_egist9i I;, ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING AN ALTERNATIVE ENVIRONMENTALLY SENSITIVE AREA (ESA) PLAN FOR THE VILLAGES OF CARMEL PHASE 4, GENERALLY LOCATED ON THE NORTH SIDE OF POCKRUS PAGE ROAD, EAST OF MONTE VERDE DRIVE, AND WEST OF SWISHER ROAD, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (ADP 16-000 1) WHEREAS, Rod Zielke, on behalf of the property owner, Justin Bono, has applied for an Alternative Environmentally Sensitive Area Plan ("AESA Plan") for the Villages of Carmel Phase 4, an approximately 45 acre property generally located on the North side of Pockrus Page Road, East of Monte Verde Drive and West of Swisher Road in the City of Denton, Texas and particularly illustrated in Exhibit "A", attached hereto and incorporated herein by reference (hereinafter, the "Property"); and WHEREAS, the purpose of the AESA Plan, attached as Exhibit "B" and incorporated herein, is to remove the Riparian Buffer ESA designation within the area illustrated as "Existing ESA" (Block F, Lot 10) in exchange for the preservation of trees within the area designated as "Tree Mitigation and Habitat Preserve" (Block 28, Lot 22); and WHEREAS the stream in the Riparian Buffer ESA will soon disappear due to drainage improvements that will eventually eliminate any water runoff that currently feeds the stream and the ESA will naturally expire in the future; and WHEREAS, the AESA Plan requires all qualifying tree inches removed from the Existing ESA to be mitigated through preservation of an equal or greater number of tree inches within the Tree Mitigation and Habitat Preserve in consideration of the early removal of the ESA designation; and WHEREAS, the measurement of tree inches shall be calculated using the standards set forth in Subchapter 13 of the Denton Development Code; and WHEREAS, for the purposes of this AESA Plan, the City of Denton's Urban Forester, or his/her designee, shall have the final determination as to which tree inches shall be deemed as qualifying; and WHEREAS, the remainder of tree inches within the Tree Mitigation and Habitat Preserve not used for mitigation of the Existing ESA may be used towards meeting other Tree Code requirements for the development as to be determined; and WFIEREAS, on June 8, 2016, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, have given the requisite notices by publication and otherwise, and have held due hearings and afforded full and fair hearings to all property owners interested in this regard, and have recommended approval (7-0) of the AESA Plan; and WHEREAS, on July 19, 2016, the City Council likewise conducted a public hearing as required by law, and finds that the request meets and complies with all substantive and procedural standards set forth in Section 35.3.4 of the Denton Development Code, and is consistent with the Denton Plan and the Denton Development Code; WHEREAS, the Planning and Zoning Commission and the City Council of the City of Denton, in considering the application for an Alternative Environmentally Sensitive Area Plan for the property, have determined that the proposed district is in the best interest of the health, safety, morals, and general welfare of the City of Denton, and accordingly, the City Council of the City of Denton is of the opinion and finds that said Plan is in the public interest and should be granted as set forth herein; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. The AESA Plan is attached as Exhibit "B" is hereby approved. SECTION 3. The City's official ESA map is hereby amended to show the change in the ESA designation and classification. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. Any person, firm, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a misdemeanor and shall be punished by fine in a sum not exceeding $2,000.00 for each offense. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. That an offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Denton Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 7. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the -- day of __ 52016. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY FKAM APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Z PROFESSIONAL 61i ¢m6 SERVICES « v-loeio 1111 S. H.M Street, Selte 129 , a, G6aAa�ne, Teras 76051 (817)865-5029 EX-1 ADP16-0001 Site Location ADP16-0001 Zoning Map 3a=3 r r o,Vis, — ETJ51, 1 q 1 f � MINE a, e vP All - t t't r i) D' - i MC -f,-, `��_�+L��{' _ I L � 4 ," _- i O''.. r �r � ��I �- I � r; r„ 1 1`•=��il; ���'-��1sii- - �y„, ��"re"�v;�.��;' i1"�.' 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Utilization of this map Indicates understanding and acceptance ofthis statement. ADP16-0001 Future Land Use Map )AISY 0 0 • f� ,• 0 0 0 o e o o 140 zeo 560 SITE Future Land Use Community Mixed Use Fee Parcels Low Residential Neighborhood Mixed Use Moderate Residential ������� Parks / Open Space o Y Roads t� WWM 'd � � , p� Regional Mixed Use � �' DENTON Development Services - GIls D ep p V 9 9 s.�..�Y..,_..9�,., U N s, p p p V mee11 Cit�{Jvof Denton and neve been medeoevaelabrte to publichbased on the Publie Information Atct T�e City of Dentonl makes every eff Nal, an publishem�e Ynost eurerentuandtacc nate informanori posssble� No warranties, ex�ressed or implied, are provided forthe data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. ADP16-0001 Environmentally Sensitive Area Map Flood Zones Habitats Stream Buffers °° z8° 56° . ` - Feet AE Upland 50 ft E AE, Floodway Water related 100 ft 3 CITY OF 41 X, 0.2 PCTAnnual Chance Flood Hazard Removed DENT Y r pON X, Area of Minimal Flood Hazard Undeveloped r Development Servicespll D ep p V 9 9 s�Y..,_„9�..-Fro ''�, ,. p p p V meeCit�{Jvof Denton and neve been medeoeva' able to me publichbased on the Publie Inpfo rm etion Atct T�e City of Dentonl makes every eff Irt�ol'peoduceeand publishem�e Ynost eu rerentue dtacc trete feformanori posssbT No warrantiesthex�ressed or implied, are provided forthe data herein, its use, or rts interpretation. Utilization of this map indicates understanding and acceptance ofmis statement. s Z�Om ae y 0 100 200 > GRAPHIC SCALE o e — z f I— e e l��I _. —� i� ������+��-� Lid_ � SEA cow - T �r--rT� i Tit—r � �°��.I 'T -- `-- — + +o +. 4 ar„IIs,IsI,I I,o le e I y xNARIN vi _L--�-- I cso[ P —J 'wL —r r r— r 7 T Y T — L m J—� ,a s,_ � L _L_ H� o��c� � J d s T �r -i—TT Tz1T�TTTTT+ + �Tr T--� I I I I I -- i i- o + + +d HIT,` �L e ,7 1111 14 13 12 o oL T T T_TT L_T_ J L��T �� L —TTTTT— TT F—F'—F+/ T T- T I I r r i ` 2Ty I®I' I I Illz, l 1 *,ISI 1 TREE PARK _L 5� DEDICATED IN PRIOR F /� PHASES.PoiIncA i i —ts” ♦ f i -- f f �� ` h �..J sI',� I`, I,e15 14 ( 790" wofRa ` — /� i POSSIBLE TREE MITIGATION .AND HABITAT PRESERVE 4 e .TLl— 14 /Is jj sao" �`�F"�� PHASE 413 a =Q21 Io�—� , �r Tr �e / ® 1 f 1 © I AREA PROPOSED TO BE 9 NR-6 LOTS. _ -0 -_ u � PHASE 4Ai. a� T — —II ` TO 21 SITE t 3 14 0 a DEttl1m PLACE1_` ]> \OELORE$ PLACE f_ 32� I n fo a MAH MAP gIT�EXISTING o N MCI TTTTTT���1� r- 4" Y" "f EXISTINGESA ' \ .J..�.1 & I, PSLO 52a S �� snnc n• PIPE 8 — — — � 5ss—POCIWbS PAGE ROAD `�_ - EI J WM HEVS_PE y�J ADP16-0001 ALTERNATIVE ENVIRONMENTALLY SENSITIVE AREA PLAN VILLAGES OF CARMEL, PHASE 413 CITY OF DENTON DENTON COUNTY, TEXAS oiE Z PROFESSIONAL = si,G,a SERVICES 0810 1111 S. Main Street, Suite 129 srEE, Grapevine, Texas 76051 (sv) 865-5029 EX-1 Site Photos — Riparian Buffer ESA Site Photos — Proposed Tree Preserve ADP16-0001 Notification Map In order for your opinion to be counted, please complete this for and mail to: - -- -off-MV11 —•.•MMMUM Attn: Mike Bell, Project Manager 221 N. Elm Street Denton, TX 76201 You may also email or fax a copy to: Email: mike.bell@cityofdenton.com Fax: (940)349-7705 I I . I I 1' I III Please circle one: Infavorof request Neutral to request Opposed to request Comments: 1-12e. omoa I 1P Signature: o jlozr, e oreo- 4o4k%ioi Mailing Address: IL4, 4e- V,-'"4"— W01 City, State Zip: 4Je —7—x Phone Number: qqo ®3 6;? 09 Email Address: Jose-p1,%CoLkr%/1 t Le . . .......... Physical Address of Property within 200 feet: For specific information regarding the request, please refer to the City's website (see link below) for staff's analysis. The staff analysis will be posted on June 3, 2016. City of Denton Planning Division/City Hall West/221 N. Elm Street, Denton, TX 76201/940.349.8541 www.cityofdenton.com In order for your opinion to be counted, please complete this form and mail to: Department of Development Services Attn: Mike Bell, Project Manager 221 N. Elm Street Denton, TX 76201 You may also email or fax a copy to: Email: mike.bell@cityofdenton.com Fax: (940)349-7705 Please circle one: In favor of request Neutral to request Opposed to request Comments: . . . . . . . . . . . . . . . . . . . . . . . . Signature: Printed Name: IYA ie-- (..-e AlauA- hr' Mailing Address: City, State Zip: . ....... Phone Number: I -So Email Address: we V-1 z d -e-1 Physical Address of Property within 200 feet: 1roy4e . V-a(e For specific information regarding the request, please refer to the City's website (see link below) for staff's analysis. The staff analysis will be posted on June 3, 2016. ht42://www.cityo.f'deti.ton,com/goveri.i.i-nent/eitv-counciI/eity-couiiciI.-agendas-i-ninutes-videos City of Denton Planning Division/City Hall West/221 N. Elm Street, Denton, TX 76201/940.349,8541 www.cityofdenton.com Minutes Planning and Zoning Commission June 8, 2016 After determining that a quorum was present, the Planning and Zoning Commission of the City of Denton, Texas convened in a Work Session on Wednesday, June 8, 2016 at 5:30 p.m. in the City Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items were considered: PRESENT: Chair Jim Strange, Commissioners: Gerard Hudspeth, Larry Beck, and Andrew Rozell, Frank Dudowicz, Amber Briggle, and Devin Taylor. ABSENT: None. STAFF: Athena Green, Mike Bell, Deborah Viera, Munal Mauladad, Julie Wyatt, Shandrian Jarvis, and Jennifer DeCurtis. 1. Clarification of agenda items listed on the agenda for this meeting, and discussion of issues not briefed in the written bacicau materials. e Chair Strange called the Work Session to order at 5:34 p.m. Mike Bell, Senior Planner, presented Public Hearing Item 4A. Commissioner Briggle questioned why this final replat comes before this Commission if it is located within the extraterritorial jurisdiction. Bell stated if it is more than four (4) lots they have to come before the City with a final replat. Commissioner Rozell questioned the reason that it is on the Public Hearing and not as a Consent Agenda Item. Bell stated the Texas Local Government requires it to go as a Public Hearing Item. Roman McAllen, Historic Preservation Officer, presented Public Hearing Item 4B. Commissioner Briggle stated she enjoys seeing this historic projects come before this Commission. Mike Bell, Senior Planner, presented Public Hearing Item 4C. Deborah Viera, Environmental Compliance Coordinator, provided details for the upland habitat area. Bell stated staff recommends approval of this request. Commissioner Beck questioned the proposed trees being removed on Monte Verde Way. Bell stated they anticipate 90% of the trees to remain intact. Commissioner Beck referred to losing riparian buffer through development, he questioned if staff should have seen this coming prior to proposed development. Bell stated the protection is only for approximately 50 feet. Commissioner Beck questioned if the thick tree area will be thinned out for the tree park. Bell stated only within proposed plan area is required for preservation per the Environmentally Sensitive Area. The underbrush will not be cleaned out within that area. The other area can be cleared out to allow for walking trails. Commissioner Hudspeth questioned protection in the future to prevent them from going in at a later date and cutting down trees. Bell stated that area will be dedicated as a common area on the plat, the Homeowners Association documents stated the area has to be protected. There was no further discussion. Chair Strange closed the Work Session at 6:15 p.m. The Planning and Zoning Commission convened in a Regular Meeting on Wednesday, June 8, 2016 at 6:30 p.m. in the City Council Chambers at City Hall, 215 E. McKinney at which time the following items were considered: Chair Strange called the Regular Meeting to order at 6:40 p.m. A. U.S. Flag B. Texas Flag 2. CONSIDER APPROVAL OF THE PLANNING AND ZONING COMMISSION MINUTES FOR: A. Planning and Zoning Commission meeting minutes. Commissioner Briggle referred to page one (1) lines 42-43 of the May 11, 2016, meeting minutes. She requested that staff go back and review the minutes for clarification on what was said between her and the applicant, Lee Allison, in regards to Environmentally Sensitive Areas and development within the site. Munal Mauladad, Deputy Director of Development Services, stated staff would review the minutes make any corrections and bring it back during the next meeting. Commissioner Amber Briggle motioned, Commissioner Devin Taylor seconded to continue the May 11, 2016, meeting minutes to the June 22, 2016 meeting. Motion approved (7-0). Commissioner Devin Taylor "aye", Commissioner Amber Briggle "aye", Chair Jim Strange "aye" Commissioner Frank Dudowicz "aye", Commissioner Larry Beck "aye", Commissioner Gerard Hudspeth "aye", and Commissioner Andrew Rozell "aye". Commissioner Larry Beck motioned, Commissioner Frank Dudowicz seconded to approve the May 25, 2016 meeting minutes. Motion approved (6-0). Commissioner Devin Taylor "aye", Chair Jim Strange "aye", Commissioner Frank Dudowicz "aye", Commissioner Larry Beck "aye", Commissioner Gerard Hudspeth "aye", and Commissioner Andrew Rozell "aye". Commissioner Amber Briggle abstained from the vote. 9�#Ifffilkkl RON WIM" milk= A. Consider approval of a Final Plat for the Love's Travel Stop Addition. The subject tract is an approximately 15.81 acre property generally located at the southwest comer of Barthold Road and Interstate 35 North, within the B.B.B. & C.R.R. Co. Survey, Abstract No. 141, in the City of Denton, Denton County, Texas. (FP 16-0011, Love's Travel Stop, Mike Bell). B. Consider approval of a Final Plat of the Hickory Creek Ranch Apartments Addition. The approximately 10.257 acre subject property is generally located on the west side of Teasley Lane, approximately 600 feet north of Leatherwood, within the J. Dickson Survey, Abstract No. 342. (FP15-0050, Hickory Creek Ranch Apartments Addition, Julie Wyatt) Commissioner Devin Taylor motioned, Commissioner Larry Beck seconded to approve the Consent Agenda. Motion approved (7-0). Commissioner Devin Taylor "aye", Commissioner Amber Briggle "aye", Chair Jim Strange "aye", Commissioner Frank Dudowicz "aye", Commissioner Larry Beck "aye", Commissioner Gerard Hudspeth "aye", and Commissioner Andrew Rozell "aye". UEON�.•� A. Hold a public healing and consider approval of a Final Replat of Lots I A- I E, Block 2, of the East Ponder Estates. The approximately 9.99 acrepropertyis generally located at the southeast corner of H. Livery Road and Seaborn Road, within the John McGowan Survey Abstract No. 798, in the Extraterritorial Jurisdiction of the City of Denton, Denton County, Texas. (FR16-0005, East Ponder Estates, Mike Bell) Chair Strange opened the Public Hearing. Mike Bell, Senior Planner, provided a brief presentation for this request. The applicant didn't wish to present. There was no one to speak on the item. Chair Strange closed the Public Hearing. Commissioner Devin Taylor motioned, Commissioner Andrew Rozell seconded to approve this request. Motion approved (7-0). Commissioner Devin Taylor "aye", Commissioner Amber Briggle "aye", Chair Jim Strange "aye", Commissioner Frank Dudowicz "aye", Commissioner Larry Beck "aye", Commissioner Gerard Hudspeth "aye", and Commissioner Andrew Rozell "aye". B. Hold a public hearing and consider an application for a Historic Landmark Designation for thepropertylocated at 1120 North Locust Street, and provide a recommendation regarding the appropriateness of the property to receive this designation to the Planning and Zoning Commission and City Council. The subject site is located on the east side of North Locust Street, approximately 20 feet south from the intersection of North Locust Street and Second Street. The Historic Landmark Commission recommends approval 7-0. (HL15-0005, 1120 North Locust Street, Roman McAllen) Chair Strange opened the Public Hearing. Roman McAllen, Historic Preservation Officer, provided a brief presentation for this request. There was no one to speak on this item. Chair Strange closed the Public Hearing. Commissioner Briggle thanked the applicant for moving forward with this request. She stated she always enjoys seeing these items come before this Commission. Commissioner Taylor stated although this item is not currently located within a historic district there are a lot of great historic properties and areas that get overlooked. He stated he is glad to see another area of town preserved. There was no further discussion. Commissioner Amber Briggle motioned, Commissioner Frank Dudowicz seconded to approve this request. Motion approved (7-0). Commissioner Devin Taylor "aye", Commissioner Amber Briggle "aye", Chair Jim Strange "aye", Commissioner Frank Dudowicz "aye", Commissioner Larry Beck "aye", Commissioner Gerard Hudspeth "aye", and Commissioner Andrew Rozell "aye". C. Hold a public hearing and consider a recommendation to City Council regarding an Alternative Environmentally Sensitive Area (ESA) Plan for the Villages of Carmel Phase 4B. The subjectroroperty is generally located on the north side of Pockrus Page Road, east of Monte Verde Way, and west of Swisher Road. (ESA16-0001, Villages of Carmel Phase 4, Mike Bell), Chair Strange opened the Public Hearing. Rod Zielke, applicant, ZPS Consulting Engineers, 1111 South Main Street, Grapevine, Texas. Zielke stated he did not have a presentation, he was available for questions. Commissioner Beck referred to the proposed retaining wall, he questioned what construction would be needed to develop the wall and who would be the responsible party to maintain the wall. Zielke stated it would be on the homeowner's property, the Homeowner's Association would maintain the wall since it will be located within an easement on the back of the lots. Mike Bell, Senior Planner, and Deborah Viera, Environmental Compliance Coordinator, provided the backup materials for this request. Commissioner Taylor questioned the Environmentally Sensitive Area (ESA) identified in green on the backup materials. Viera stated that area has been assessed and confirmed on the ground currently. The current phase has not yet been confirmed. Viera stated ownership for the wall and all other details are discussed in Subchapter 17 of the Denton Development Code. Bell completed the remainder of the staff presentation, he stated staff recommends approval of this request. The following individuals spoke during the Public Hearing: David Hergenrader, 4521 Heron Pond Lane, Denton, Texas. Hergenrader stated he doesn't have concerns with the ESA area; however, he does have concerns with the developer not keeping the area and streets clean. He provided pictures of the area after heavy rain runoff and the status of the streets during that time. He stated he has worked with the Texas Commission on Environmental Quality (TCEQ) in regards to the runoff and drainage issues on the site. Commissioner Beck questioned erosion control in the area, Hergenrader stated the pictures he provided show the only areas that contain a silt fence for erosion control. Commissioner Hudspeth questioned where Hergenrader resides in regards to the subject site. Hergenrader identified on the map, he stated the erosion control issues are throughout the entire development. Commissioner Hudspeth questioned what control the City has in regards to this concern. Jennifer DeCurtis, Deputy City Attorney, stated that would need to be discussed individually or during a Closed Session. Commissioner Hudspeth stated he doesn't feel that is necessary, however, he would like the citizen to be aware of what the City has control over and what is out of their jurisdiction. DeCurtis stated the City can regular the drainage on site, she deferred the citizen to Viera for additional information and clarification regarding drainage. Viera provided clarification in regards to what the City has jurisdiction over. Hergenrader provided a copy of the TCEQ documentation he received for the site. Chair Strange questioned if he supports this request, Hergenrader stated he supports this request if the applicant completes the steps properly. Susan Sitzes, 3600 San Lucas Lane, Denton, Texas. Sitzes thanked staff for their presentation. She questioned if the removal of the ESA would displace wildlife in the area. Viera stated the habitats are known for being sheltered habitats for wildlife. During the field assessment staff can note if there is any wildlife that could be endangered. The assessment did not show any wildlife within the area. Viera stated there is possibility for wildlife within the area, however, we work to keep the disturbance minimal so they are able to get back and forth within their habitat. Sitzes stated she is in support of this request. Joseph Courville, 3500 Monte Verde Way, Denton, Texas. Courville stated he is in support of this request. He stated he is familiar with this site, he has done work with Keep Denton Beautiful over the years. There is significant wildlife in the area and the more we can do for Denton to help preserve the tree canopy will help protect the wildlife without running them into the county. Justin Bono, Project Developer, 9212 Arbor Trail, Dallas, Texas. Bono stated he will follow-up with the project manager. He stated he has not received any notices from the TCEQ. Bono stated he will talk to the project manager onsite to ensure that the site is being managed accordingly. Commissioner Rozell requested clarification on the process the applicant came up with to determine the proposal. Bono stated the development has been zoned and platted with two different phases. He stated they felt it would make sense to preserve the trees in the area adjacent to the large preservation. Commissioner Beck questioned the retaining wall materials. Bono stated they would be masonry or stone. Michele Berry, 3621 Oceanview Drive, Denton, Texas. Berry stated she supports having the wildlife and woodland area in the development. There was no further discussion. Chair Strange closed the Public Hearing. Commissioner Taylor questioned the process for enforcement of the tree preservation. Bell stated the primary mechanism used would be the Tree Preservation Plan. The Urban Forester would work through all of the construction areas on the site. There is also protection within the deed restrictions of the Homeowner's Association. Commissioner Larry Beck motioned, Commissioner Frank Dudowicz seconded to approve this request. Motion approved Commissioner Devin Taylor "aye", Commissioner Amber Briggle "aye", Chair Jim Strange "aye", Commissioner Frank Dudowicz "aye", Commissioner Larry Beck "aye", Commissioner Gerard Hudspeth "aye", and Commissioner Andrew Rozell "aye". A. Planning and Zoning Commission project matrix. Commissioner Briggle questioned if the Tree Code would come back before this Commission during the next regularly scheduled meeting. Munal Mauladad, Deputy Director of Development Services, stated staff will request a continuance. She stated staff is still working to meet with the Denton Community Development Alliance, gather information, develop a report, and allow time to provide responses. Commissioner Briggle acknowledged. Commissioner Rozell questioned if there is a priority order for the items on the matrix. Mauladad stated the matrix was initiated as a result of several requests from Commissioners. There were several lists at one time that have been complied into one list. There is no level of priority, however, there are a few exceptions. Commissioner Rozell questioned if some of the completed items could be removed. Mauladad stated staff opted to leave them on the matrix in order to give a general idea as to where we are with the requests. There was no further discussion, Chair Strange adjourned the Regular Meeting at 7:37 p.m. City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: Z16 -0003d, Version: Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services ACM: Jon Fortune DATE: August 2, 2016 SUBJECT Continue a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a rezoning request from Neighborhood Residential 3 District (NR -3) to Neighborhood Residential 6 District (NR -6) on approximately 0.6 acres, located on the northeast corner of North Bell Avenue and East Windsor Drive; and providing for a penalty in the maximum amount of $2,000.00 for violations thereof, providing a severability clause and an effective date. The Planning and Zoning Commission recommends approval (4-2). (Z16-0003). This item was continued from the June 7, 2016 City Council meeting. BACKGROUND The applicant is requesting to rezone the subject property from Neighborhood Residential 3 (NR -3) District to Neighborhood Residential 6 (NR -6) District in order to develop the site with two duplexes on two lots, totaling four units. The location of the subject property on the corner of North Bell Avenue and East Windsor Drive is a gateway and physical presence to an existing, established single-family neighborhood, which has an approximate density of 3.9 dwelling units per acre and is built out. The proposed rezoning does not conform to the subject property's Future Land Use designation of Low Density Residential as specified by Denton Plan 2030. Low Density Residential encourages suburban -type single- family development with either large lots or clustered homes and preserved open space for up to four dwelling units per acre. Furthermore, development criteria for Low Density Residential Land Use states that within established residential areas, new development should respond to existing development patterns and design standards. The development pattern associated with NR -6 District does not correspond with the existing block - level development pattern and introduces denser development within an established single-family residential neighborhood. When a rezoning request does not conform to the Future Land Use Designation, Section 35.3.3.B.3 of the Denton Development Code (DDC) requires that the request be further evaluated under additional factors to balance the interest in promoting the public health, safety, morals, or general welfare against the right to the use of the property. The additional factors to consider include the existing land use pattern, the creation of an isolated zoning district, adequate infrastructure, impacts to existing government services, reasons why a property could not be developed under current zoning, and character of the district. Staff's analysis of the request indicates that the proposed NR -6 District's smaller lots, higher density, and new land uses are not City of Denton Page 1 of 3 Printed on 7/27/2016 povveied by I_egivt9i IN File #: Z16 -0003d, Version: complementary with the nearby properties and zoning, and it could potentially alter the existing the land use pattern within a low-density, single-family neighborhood. Furthermore, the proposed rezoning would not conform to the existing character of its neighborhood and would introduce a new housing type within an established single-family block. Staff's full analysis of the request is attached as Exhibit 1. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Planning and Zoning Commission recommends approval of this request (4-2). The Development Review Committee recommends denial of this request, as it is incompatible with the adjacent developed properties and is inconsistent with the goals and objectives of the Denton Plan 2030, in particular: 1. The permitted density in NR -6 District does not conform to the Future Land Use designation of Low Density Residential, which requires a maximum density of four dwelling units per acre and development patterns consistent with existing neighborhoods. 2. The maximum density and expanded residential uses in NR -6 District would not be complementary to the existing adjacent NR -3 District and established single-family neighborhood. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On May 11, 2016, the Planning and Zoning Commission recommended approval of the rezoning request (4-2). STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 3.4 Encourage development, redevelopment, recruitment, and retention EXHIBITS 1. Staff Analysis 2. Site Location/Aerial Map 3. Zoning Map 4. Future Land Use Map 5. Permitted Uses in Neighborhood Residential 3 City of Denton Page 2 of 3 Printed on 7/27/2016 povveied by I_egist9i I;, File #: Z16 -0003d, Version: 6. Permitted Uses in Neighborhood Residential 6 7. Public Notification Map and Responses 8. Planning and Zoning Commission Meeting Minutes 9. Draft Ordinance Respectfully submitted: Aimee Bissett Director of Development Services Prepared by: Julie Wyatt Senior Planner City of Denton Page 3 of 3 Printed on 7/27/2016 povveied by I_egist9i I;, City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON Legislation Text File #: Z16-0003, Version: Planning Report Z16-0003 / Bell Avenue Duplex City Council District 2 Planning & Zoning Commission May 11, 2016 REQUEST: Hold a public hearing and consider making a recommendation to City Council regarding a rezoning request from Neighborhood Residential 3 (NR -3) District to Neighborhood Residential 6 (NR -6) District on approximately 0.6 acres, located on the northeast corner of North Bell Avenue and East Windsor Drive. (Z16- 0003, Bell Avenue Duplex, Julie Wyatt) OWNER: Tim A. Beaty, Tim Beaty Builders, Inc. APPLICANT: Yolanda Vela Vorel BACKGROUND: The applicant is requesting to rezone the subject property from Neighborhood Residential 3 (NR -3) District to Neighborhood Residential 6 (NR -6) District in order to develop the site with two duplexes on two lots, totaling four units. Originally part of the 127 acre, horizontally mixed-use Planned Development 72 (PD -72) District, the subject property and surrounding neighborhood were initially intended to be developed with duplexes, four-plexes, and garden homes. Within the PD Concept Plan, these higher -density uses were separated from planned single- family dwellings to the north by 10 acres of open space. Multi -family and neighborhood services were also proposed on the edge of the PD, near North Locust Street and East Windsor Drive. As the development of PD - 72 District progressed, the garden homes and much of the acreage dedicated to the proposed duplexes and four- plexes were changed to low-density single-family uses through Planned Development Amendments and rezoning. The single-family dwellings and multi -family dwellings were developed as proposed, and the area designated for neighborhood services is now the North Branch Library. In 2002, as part of the City-wide rezoning, PD -72 District was repealed, and the subject property was rezoned to NR -3 District. The subject property is the only site from the original PD -72 District which remains undeveloped. SITE DATA: The subject property is approximately 0.6 acres, located on the northeast corner of North Bell Avenue and East Windsor Drive. It is platted into two approximately 0.3 acre lots, with each lot conforming to the lot dimension requirements for the NR -3 District. The subject property is undeveloped. USE OF PROPERTY UNDER CURRENT ZONING: City of Denton Page 1 of 5 Printed on 5/6/2016 povveied by I_egivt9i IN File #: Z16-0003, Version: 1 The Neighborhood Residential 3 (NR -3) District is intended for single-family uses with a minimum lot width of 60 feet, a minimum lot depth of 80 feet, and a minimum lot size of 10,000 square feet. For subdivisions over 2 acres, a maximum density of 3.5 dwelling units per acre can be substituted for minimum lot dimensions. Duplexes are not permitted; however, Attached Single -Family Dwellings, Accessory Dwelling Units, Daycares and Elementary Schools are permitted with a Specific Use Permit (SUP). Parks, open space, and religious institutions are permitted by right. A schedule of permitted uses is attached for reference. SURROUNDING ZONING AND LAND USES: North: Properties to the north are zoned NR -3 District and are developed with single family dwellings with an average density of 3.9 dwelling units per acre. East: Properties immediately to the east are zoned NR -6 District and developed with four-plexes. Property further east is zoned Neighborhood Residential Mixed Use 12 (NRMU-12) District and developed with multi -family dwellings. South: Properties to the south across East Windsor Drive are zoned Neighborhood Residential 2 (NR -2) District and NR -6 District and developed with a school and 4-plex multi -family dwellings. West: Properties to the west are zoned NR -3 District and is developed with single family dwellings. Further to the east, properties are zoned NR -6 District and developed with duplexes. COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: The purpose of the Neighborhood Residential land use designation is to preserve and protect existing neighborhoods and to ensure that any new development is compatible with existing land uses, patterns, and design standards. The proposed NR -6 District is intended for single-family uses with a minimum lot width of 50 feet, a minimum lot depth of 80 feet, and a minimum lot size of 6,000 square feet. For subdivisions over 2 acres, a maximum density of 6 dwelling units per acre can be substituted for minimum lot dimensions. Single-family Dwellings, Attached Single -Family Dwellings, and Duplexes are permitted by right. Accessory Dwelling Units, Daycares, Elementary Schools, and Elderly Housing are permitted with a Specific Use Permit (SUP). Parks, open space, and religious institutions are permitted by right. A schedule of permitted uses is attached for reference. The location of the subject property at the northeast corner of North Bell Avenue and East Windsor Drive creates a gateway and physical presence to the existing, established single-family neighborhood, which has an approximate density of 3.9 dwelling units per acre and is built out. As such, the additional land uses and increase in density associated with NR -6 District could diminish the integrity of the neighborhood and introduce a new land development pattern at the block level, potentially creating incompatibility. COMPREHENSIVE PLAN: Per the Future Land Use Map in Denton Plan 2030, the subject property is designated as Low Density Residential. Low Density Residential includes predominately single-family neighborhoods, with lot sizes ranging from one acre or more in rural fringe areas up to four units per acre gross density throughout many of the City's suburban subdivisions. The proposed NR -6 District does not conform to this designation, as the maximum density for NR -6 District exceeds four dwelling units per acre. Furthermore, development criteria for Low Density Residential Land Use states that within established residential areas, new development should respond to existing development patterns and design standards. The development pattern associated with NR -6 District does not correspond with the existing development pattern and introduces denser development within an established single-family residential neighborhood. CONSIDERATIONS: City of Denton Page 2 of 5 Printed on 5/6/2016 povveied by I_egist9i I;, File M Z16-0003, Version: 1 1. The applicant is requesting a zoning change from NR -3 District to NR -6 District and has indicated that the site would be developed with two duplexes on two lots, totaling four units. 2. The proposed rezoning does not conform to the Future Land Use designation of the Denton Plan 2030. Low Density Residential encourages suburban -type single-family development with either large lots or clustered homes and preserved open space for up to four dwelling units per acre. Furthermore, NR -6 District permits a variety of housing types, including duplexes and single-family attached dwellings on 6,000 square -foot lots (6 dwelling unit per acre in subdivisions over 2 acres), and; therefore, does not meet the intent of Low Density Residential. 3. Per Section 35.3.4.B of the DDC, the following criteria for approval shall be considered for a rezoning request: a. The proposed rezoning conforms to the Future Land Use element of the Denton Plan 2030 b. The proposed rezoning facilitates the adequate provision of transportation, water, sewers, schools, parks, and other public requirements and public convenience. 4. However, as in this case, when the proposed rezoning does not conform to the Future Land Use element in the Denton Plan 2030, per Section 35.3.3.B.3, the request is be further evaluated under the following factors to balance the interest in promoting the public health, safety, morals, or general welfare against the right to the use of the property in issue: a. The existing land use pattern surrounding the property and the possible impact on existing or future development or uses that are in accordance with existing regulations; The analysis of the request considered not only the context of the surrounding area, which includes a variety of uses, housing types, and densities, but also focused on the effect of the proposed zoning district at the block level. Nearby development comprises of duplexes and four plexes; however, these uses are separated from the subject property with a variety of physical mechanisms, including a mature tree line, an alley, and an arterial road (East Windsor Drive). The subject property serves as a gateway for an established single-family neighborhood that has a zoning designation of NR -3 and an average density of 3.9 dwelling units per acre. This neighborhood of single-family dwellings, particularly those across North Bell Avenue and next to the subject property, demonstrate that in spite of the surrounding densities, the block -level and neighborhood development is consistent with the existing NR -3 District zoning, both in use and density. In the final analysis, Staff aimed to balance the need for infill development with the protection of existing neighborhoods. The introduction of NR - 6 District's smaller lots, higher density, and new land uses is not complementary with the nearby properties and zoning, as it could potentially alter the existing the land use pattern within a low-density, single-family neighborhood. b. The possible creation of an isolated district unrelated to adjacent and nearby districts; Due to the adjacent NR -6 District, the proposed rezoning does not create an isolated zoning district; however, the introduction of a higher density zoning district and new residential uses on the subject property could establish a new development and character in an established single-family neighborhood. c. The population density in order to facilitate the adequate provision of transportation, water, sewer, schools, parks, public convenience, and other public requirements; The request would not substantially impact the provision of public infrastructure and other public requirements. d. The cost to the City and other governmental entities in providing, improving, increasing or maintaining public utilities, schools, streets and other public safety measures. The request would not substantially impact the cost to the City in providing services. City of Denton Page 3 of 5 Printed on 5/6/2016 povveied by I_egist9i I;, File #: Z16-0003, Version: 1 e. The possible impact on the environment, including but not limited to, drainage, soil erosion and sedimentation, flooding, air quality and water quantity; The request would not substantially impact the environment. f. Whether there are substantial reasons why the property cannot be used in accordance with existing zoning or that proposed by the Future Land Use Map; and The subject property could he developed with single-family homes which meet the NR -3 District and Site Design requirements outlined in the DDC. g. The action shall be made with reasonable consideration of the character of the district and its peculiar suitability for particular uses, and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the City Although the original concept for the surrounding area included a mix of housing types and densities, the neighborhood that the subject property is situated in was eventually zoned and developed with a low-density, single-family character. The proposed rezoning would not conform to the existing character of its neighborhood and would introduce a new housing type within an established single-family block. STAFF RECOMMENDATION: Staff recommends denial of the request as it is incompatible with the adjacent developed properties and is inconsistent with the goals and objectives of the Denton Plan 2030, in particular: 1. The permitted density in NR -6 District does not conform to the Future Land Use designation of Low Density Residential, which requires a maximum density of four dwelling units per acre and development patterns consistent with existing neighborhoods. 2. The maximum density and expanded residential uses in NR -6 District would not be complementary to the existing adjacent NR -3 District and established single-family neighborhood. OPTIONS: 1. Recommend approval as submitted. 2. Recommend approval subject to conditions. 3. Recommend denial. 4. Table the item. PUBLIC NOTIFICATION: To comply with the public hearing notice requirements, 24 notices were sent to property owners within 200 feet of the subject property, 96 courtesy notices were sent to physical addresses within 500 feet of the subject property, a notice was published in the Denton Record Chronicle, and signs were placed on the property. The applicant also held a neighborhood meeting that was attended by two people. PROJECT TIMELINE: Application Received: March 10, 2016 P' Submittal Sent to DRC Members: March 10, 2016 Comments Released to Applicant: March 24, 2016 DRC Meeting with Staff: None Business Days under DRC Review: 10 Business Day out to Applicant: 0 Total Business Days: 10 EXHIBITS: City of Denton Page 4 of 5 Printed on 5/6/2016 povveied by I_egist9i I;, File #: Z16-0003, Version: • Aerial Map • Zoning Map • Future Land Use Map • Permitted Uses in Neighborhood Residential 3 • Permitted Uses in Neighborhood Residential 6 • Notification Map Respectfully submitted: Munal Mauladad Deputy Director, Development Services Prepared by: Julie Wyatt Senior Planner City of Denton Page 5 of 5 Printed on 5/6/2016 povveied by I_egist9i I;, Z16-0003 Site Location NR -2 SITE Parcels Roads N R-2 N R-3 NR -4 Z16-0003 Zoning Map NR -6 NRMU-12 0 40 80 160 G[TY OP DENTON DZ „vf=@e Dment Services - GIS The Cit of Denton has prepared maps for departmental use These are not official maps of the % of Denton and should not be used for legqal, engineering or surveying purposes but rather for reference purposes. These maps are the rope% of .he QrtNf Denton, and nave been made avai able to the public based,on the Public. In orm anon Act. The City of. Denton makes every effortTo produce and publish the most current and accurate informa on possible. 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The proposal must conform with the overall maximum lot coverage and setbacks requirements of the underlying zone. 2. The maximum number of accessory dwelling units shall not exceed one per lot. 3. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed 50% of the GHFA of the primary residence on the lot, and shall not exceed 1,000 square feet GHFA unless the lot meets the requirements of L(1).5. 4. One additional parking space shall be provided that conforms to the off-street parking provisions of the DDC. 5. The maximum GHFA of the accessory residential structure shall not exceed 50% of the GHFA of the primary residence on the lot, where the lot size is equal to or greater than 10 acres in size. An SUP is not required for such an accessory residential structure where the lot size is equal to or greater than 10 acres. L(7) — Limited to two animals on parcels one to three acres in size. Additional animals may be added at a rate of one per each acre over three acres. L(25) — If proposed use is within 200 feet of a residential zone, approval is subject to an SUP. L(27) — Must comply with the provisions of Subchapter 22, Gas Well Drilling and Production L(38) — Must meet the requirements of Section 35.12.9. Neighborhood Residential 6 Permitted Uses RESIDENTIAL: P Agriculture, Single-family Dwellings, Attached Single-family Dwellings, Duplexes, Community Homes for the Disabled L(1), SUP Accessory Dwelling Units L(7) Livestock L(16) Live/Work Units SUP Manufactured Housing Developments COMMERCIAL: P Home Occupation, Outdoor Recreation L(38) Temporary Uses INDUSTRIAL: L(27), SUP Gas Wells INSTITUTIONAL: P Parks and Open Space, Churches L(25) Basic Utilities SUP Semi -Public Halls, Clubs, and Lodges, Adult or Child Day Care, Kindergarten, Elementary Schools, Elderly Housing, WECS P = Permitted, L(#) = Permitted with a Limitation, SUP = Specific Use Permit LIMITATIONS: L(1) — Subject to the following criteria: 1. The proposal must conform with the overall maximum lot coverage and setbacks requirements of the underlying zone. 2. The maximum number of accessory dwelling units shall not exceed one per lot. 3. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed 50% of the GHFA of the primary residence on the lot, and shall not exceed 1,000 square feet GHFA unless the lot meets the requirements of L(1).5. 4. One additional parking space shall be provided that conforms to the off-street parking provisions of the DDC. 5. The maximum GHFA of the accessory residential structure shall not exceed 50% of the GHFA of the primary residence on the lot, where the lot size is equal to or greater than 10 acres in size. An SUP is not required for such an accessory residential structure where the lot size is equal to or greater than 10 acres. L(7) — Limited to two animals on parcels one to three acres in size. Additional animals may be added at a rate of one per each acre over three acres. L(16) — Uses are limited to no more than 1,500 square feet of gross floor area per lot. L(25) — If proposed use is within 200 feet of a residential zone, approval is subject to an SUP. L(27) — Must comply with the provisions of Subchapter 22, Gas Well Drilling and Production L(38) — Must meet the requirements of Section 35.12.9. Z16-0003 Notification Map Wyatt, Julie A. From: McCaleb, Nona <NMcCaleb@mail.twu.edu> Sent: Tuesday, May 10, 2016 6:00 PM To: Wyatt, Julie A. Subject: Rezoning request from Neighborhood Residential 3 District Dear Ms. Wyatt, I met you briefly on April 27 when my husband and I came to the meeting of the Planning and Zoning Commission. I realize that it is late for me to be sending in my concern; nonetheless, I am sharing that concern. Currently, there is no stop sign for the traffic on Windsor where it crosses Bell Avenue. At certain times of day, during school hours, it is almost impossible to cross Windsor. Traffic stops at Locust and at Stuart, but not on Bell. If you watch the children crossing the street to go to school there is urgency and concern/fear as they cross Windsor. Also adults who walk regularly in the neighborhood avoid that crossing. Here in Denton, one can never assume that the traffic will honor pedestrian right-of-way. During school hours, the traffic must slow to 20 miles per hour; however, during other times of the day cars accelerate between Locust and Stuart increasing the pedestrian danger. My dog and I were in the cross walk, half way across Windsor at the North Branch Library when 2 cars making left hand turns barely missed hitting us. The drivers never even acknowledged that they saw us. If another building, housing multiple families, is built on the northeast corner of Bell and Windsor, it will increase traffic and decrease visibility. Now, when traveling North on Bell, one must pull ease out into the intersection to see past cars parked in front of the school. If the zoning commission rules to rezone and to allow the building a multi -family dwelling on the corner of Bell and Windsor, a 4 -way stop sign needs to be placed at the Windsor -Bell intersection. I also think pedestrian cross walks that light up when people are in the cross walk would be helpful at the Library crossing. Thank you for your consideration of my concern with regard to the current pedestrian danger and the increased danger at the Windsor -Bell intersection. Sincerely, Nona McCaleb, Ph.D. Texas Woman's University Adjunct Professor Departments of Dance and Multicultural Women's and Gender Studies 114 -It n Vim"' rlF� Yk>r.. �\O April 25, 2016 Julie Wyatt City of Denton Planning & Development Dept. City Hall West 221 N Elm Sreet Denton Texas 76201 Dear Ms Wyatt, We received a letter from Mr Tim Beaty (copy inclosed) and wish to state our -concern -about- any zoning changes. We are unable to attend the _ meeting on May 13th. We are opposed to any change in the zoning. This is a small lot on the corner of Bell Ave and Windsor, with single family houses on one side and across Bell Ave. There is a large apartment complex across the street and smaller ones on it's East side. Catacornered across Bell Ave is Strickland Public School. It must be one of the busiest intersections in Denton. Those of us who live here do not even try and use it during certain times of the day. It is filled with school buses, parents dropping off or picking up their children, and others trying to get some place plus lots of bicycles. Not to mention the children walking to and from school. Nothing should be built on that lot that would further add to the dangers that already exist. Even a single family house would add 2 or more cars, but what he is proposing is very ill-advised. Thank you for your help in this matter. vt�" t Xa Weldon E Church 3136 Lido Way Denton TX 76207 Wyatt, Julie A. From: Kim Baumgard <kimbaumgard@yahoo.com> Sent: Tuesday, June 07, 2016 10:53 AM To: Wyatt, Julie A. Subject: N Bell Ave Julie Wyatt, I would like my concern for the value of our property to be taken into consideration when making the vote for rezoning on N Bell Ave. My husband and I would like the zone to stay as it is and see single family dwellings being built. Thank you for hearing our concerns. Kim Baumgard 3112 N Bell Ave. Denton, Texas 76207 740-236-8618 kimbaumgard@yahoo.com Wyatt, Julie A. From: Juana Puga <juanita.puga54@gmail.com> Sent: Tuesday, June 07, 2016 5:18 PM To: Wyatt, Julie A. Good afternoon I am Jose Puga. Sorry I couldn't make it to the meeting. I live in 3105 n bell ave, I live in front of where they are thinking of building the duplexes. I don't like the idea of building the duplexes in the neighborhood because there would be a lot of people moving in, moving out. If there are people moving in and moving out frequently, you wouldn't really feel that it's very safe for your family and the neighborhood. Wyatt, Julie A. From: Emily McClendon <mle_mcclendon@yahoo.com> Sent: Monday, June 06, 2016 3:59 PM To: Wyatt, Julie A. Subject: inquiry about Bell Ave Duplex Hi Julie, We met at the Planning and Zoning meeting about a month ago regarding the rezoning request for the 2 lots on the corner of N Bell Ave & Windsor. It's looking like we are going to be out of town last minute tomorrow and may not be able to make it to the city council meeting. Is an email sufficient for us to express our concerns regarding the project? And do we email those to you? Our neighbors are wondering as well. Thanks so much for your time. Emily McClendon 3108 N Bell Ave (we're directly next door to the lots in question) A. Hold a public hearing and consider making a recommendation to City Council regarding a rezoning request from Neihborlood Residential 3 (NR -3) District to Neighborhood Residential 6 (NR -6) District on approximately 0.6 acres, located on the northeast corner of North Bell Avenue and East Windsor Drive. (Z16-0003_ Bell Avenue Duulex_ Julie Wvatt) Chair Strange opened the Public Hearing. Applicant, Yolanda Vorel, 2201 Geneva Circle, Denton, Texas, provided the presentation for this request. Vorel provided a map identifying the percentages of multi -family development within the area of the subject site. She provided a plan which identified the proposed building layout and amenities. Commissioner Hudspeth referred to traffic in the area, he questioned Vorel's input on the traffic impact following this development. Vorel stated she doesn't feel the development of the two lots would provide much of a traffic impact in the area. Julie Wyatt, Associate Planner, provided the staff summary for this request. She stated staff finds that the proposed Downtown Residential -2 zoning district conforms to the Future Land Use designation of Neighborhood/University Compatibility Area and is consistent with the surrounding land use pattern. Staff recommends approval of this request. Commissioner Briggle questioned if this Commission has any impact on the lot layout to minimize the visual impact. She questioned if a site plan would be provided in the future. Wyatt stated a site plan would not be provided unless the request did not meet the requirements of Subchapter 13 of the Denton Development Code. Commissioner Taylor questioned the width of the lot. Wyatt stated it is approximately 180 feet wide. Commissioner Taylor questioned if the applicant chose to develop townhomes the site would allow for three — 50 foot wide developments. Wyatt confirmed. The following individuals spoke during the Public Hearing: Emily McClendon, 3108 N. Bell Avenue, Denton, Texas. McClendon spoke in opposition of this request. She would like to see the neighborhood kept as single-family residence. Tim Beaty, property owner, 2409 Blackjack Road, Aubrey, Texas. Beaty stated he has owned the subject site for approximately 10 years. He stated he understands the concerns of the neighbors. He stated a majority of the traffic in the area is commuters rather than residents. Chair Strange read two (2) emails into the record received from citizens in opposition. Nona McCaleb, 3113 N. Bell Avenue, Denton, Texas. Opposed to this request. Weldon Church, 3136 Lido Way, Denton, Texas. Opposed to this request. Commissioner Rozell questioned if Beaty has considered replatting the site to be more conducive for single-family development. Beaty stated this site is a problem site, it would be too small for three (3) single-family homes. Commissioner Rozell questioned the length of the tenant lease. Beaty stated they have not gotten that far into the process, however, they would be a minimum of a one (1) year lease. There was no one else to speak. Chair Strange closed the Public Hearing. Commissioner Hudspeth stated the current zoning of Neighborhood Residential -3 would allow for community homes for disabled, he questioned the appearance of those homes. Wyatt stated they would be developed like a standard single-family residence. Commissioner Briggle stated she is in favor of infill development, however there are clear barriers where single-family residential and multi -family development should be located. She stated she cannot support this request. Commissioner Briggle motioned for denial of this request. Commissioner Hudspeth stated the property owner is vested in Denton, which is good accountability for this project. Chair Strange stated the street renderings of the site with a shared driveway give it the appearance of a single-family development. He stated he cannot support the motion to deny this request. Commissioner Taylor stated there is a lot of moderate density in the area. There has been single- family development here for years. He stated he feels this is a cohesive single-family residential area. He stated although there are duplexes in the area, he will support the motion to deny this request. Commissioner Amber Briggle motioned, Commissioner Devin Taylor seconded to deny this request. Motion denied (2-4). Commissioner Devin Taylor "aye", and Commissioner Amber Briggle "aye". Chair Jim Strange "nay", Commissioner Larry Beck "nay", Commissioner Gerard Hudspeth "nay", and Commissioner Andrew Rozell "nay". Commissioner Andrew Rozell motioned, Commissioner Larry Beck seconded to approve this request. Motion carried (4-2). Chair Jim Strange "aye", Commissioner Larry Beck "aye", Commissioner Gerard Hudspeth "aye", and Commissioner Andrew Rozell "aye". Commissioner Devin Taylor "nay", and Commissioner Amber Briggle "nay" ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, PROVIDING A REZONING FROM A NEIGHBORHOOD RESIDENTIAL 3 (NR -3) ZONING DISTRICT AND USE CLASSIFICATION TO A NEIGHBORHOOD RESIDENTIAL 6 (NR -6) ZONING DISTRICT AND USE CLASSIFICATION ON AN APPROXIMATELY 0.6 ACRE PROPERTY GENERALLY LOCATED ON THE NORTHEAST CORNER OF NORTH BELL AVENUE AND EAST WINDSOR DRIVE, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (Z16-0003) WHEREAS, Yolanda Vela Vorel, on behalf of the property owner, Tim A. Beaty of Tim Beaty Builders, Inc., has applied for a zoning change for an approximately 0.6 acres property legally described as Cooper Landing, Section 3, Phase B, Lots 55R-1 and 55R-2, Block A (hereinafter, the "Property") from an NR -3 zoning district and use classification to an NR -6 zoning district and use classification to allow for a duplex use; and WHEREAS, on May 11, 2016, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, have given the requisite notices by publication and otherwise, and have held due hearings and afforded full and fair hearings to all property owners interested in this regard, and have recommended approval (4-2) of the change in zoning district and use classification; and WHEREAS, on June 7, 2016, the City Council likewise conducted a public hearing as required by law, and finds that the request meets and complies with all substantive and procedural standards set forth in Section 35.3.4 of the Denton Development Code, and is consistent with the Denton Plan and the Denton Development Code; WHEREAS, the Planning and Zoning Commission and the City Council of the City of Denton, in considering the application for a change in the zoning classification of the property, have determined that the proposed district is in the best interest of the health, safety, morals, and general welfare of the City of Denton, and accordingly, the City Council of the City of Denton is of the opinion and finds that said zoning change is in the public interest and should be granted as set forth herein; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. The zoning district and use classification for the Property is hereby changed from NR -3 to NR -6. SECTION 3. The City's official zoning reap is hereby amended to show the change in the zoning district and use classification. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. Any person, firm, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a misdemeanor and shall be punished by fine in a sum not exceeding $2,000.00 for each offense. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. That an offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Denton Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 7. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2016. ATTEST: JENNIFER WALTERS, CITY SECRETARY MIN APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY �A CHRIS WATTS, MAYOR City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 16-937, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Denton Municipal Electric CM/ ACM: Howard Martin Date: August 2, 2016 SUBJECT Hold a public hearing and consider adopting a resolution regarding the proposed site for construction, expansion, and use of an electric power transmission/distribution substation located in the southwest area of the City of Denton, north of Farmer to Market Road 2449, east of John Paine Road, south of Springdale Drive (on Hickory Creek), west of Interstate 35W; in the City of Denton, Texas; as part of Denton Municipal Electric's service territory. (Underwood Substation) BACKGROUND Denton Municipal Electric (DME) has identified several projects that are critical to maintaining reliability and allowing Denton to continue to grow. Reconstruction of the Underwood Substation is one project that is necessary. The need for a substation in the vicinity of the above described area (EX 1), in the City of Denton, Texas, has been identified and shared with closely impacted landowner representatives. This new Underwood substation is needed to provide load serving capability in the west and southwest areas of DME's service territory. DME has singly certified areas on both sides of I -35W generally south of FM1515 (Airport Road) and north of Crawford Road where it is obligated to provide electric service. There is not adequate substation capacity in the area to provide the level of reliable service to this area that is typical in other areas of DME's system. For example, one residential area can receive power from only one station at this time. Another substation is required to resolve this issue and provide an alternate power supply source. Further, as interest in commercial areas south of Airport Road continues to grow, another substation in the area would allow more options for service and for recovery in the event of outages. State and federal laws mandate specific and well defined performance requirements for utility systems. DME must comply with these requirements not only to ensure regulatory compliance, but more importantly, to maintain the best reliability of electric service to our customers. DME has had an Open House and meetings to discuss the siting of the proposed substation and transmission routes with the landowner representatives of the potential site area and has received feedback from them. OPTIONS 1. Approve the option presented. 2. Do not approve of a site option and direct that other actions be taken. City of Denton Page 1 of 2 Printed on 7/29/2016 povveied by I_egivt9i IN File #: ID 16-937, Version: 1 3. Table the discussion. 4. Postpone action for another meeting. RECOMMENDATION Based upon information received during Open House meetings and discussions with land owners, preliminary site studies, DME recommends that the Green Substation Site Option (EX 2) be selected in accordance with the Public Utilities Board Public Hearing determination on July 25'. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Options were presented in closed session to PUB on June 13, 2016 and City Council on June 21, 2016. The Public Utilities Board held a Public Hearing on July 25, 2016 and recommending moving forward to City Council with the Green Substation Site Option. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS 1. Underwood Location Map 2. Proposed Substation Sites 3. DME Substation Locations Map 4. Project Information Sheet Respectfully submitted: Phil Williams General Manager Denton Municipal Electric Prepared by: Elizabeth Bell Denton Municipal Electric City of Denton Page 2 of 2 Printed on 7/29/2016 povveied by I_egist9i I;, MTONCUnderwood Substation w � Proposed Sites s o 7 O N N � ' � •LS O iii O Y V N N 9. b�➢ N O � yl C j � � v r O > O i•I � � o � .-. � v � c � W � C � z WN •"� .. ¢ N y`A r7 � 'n ,� °; v' rA r7 � a E � � a x e�j •a c w v /�• j a+ i � q °� � � � a+ i � � « y Y�' O on 'v o v i N N N •ISI a � N y N 6) ¢ V_r N U G. '" q bIJ b a C j ❑ a� 0 7 fl � q .: .p �" oo a� c � ° � .� 7 'O o E Vr o �..�i� ate• � vii v �i � '�' � ami va'i V C4 d c ❑ o v? a G c s d o _ o N O c 4 " •�• o . y w rQ 15, Ay0,, c3 L "J �t •6 q G N o .�•' y '�•' N G L C c L C O v O ti 4 A w Z a Z c. O N M Q rj iJ �X mN r J,n �4P UO u r € v v°�nosl N x e e:. Z N ecce®I � I 77 � I > > F F O a a z z i c O O EnGi•aiz7r=.g romorrolI,'V coTmunit1' todad r Project Information Underwood Substation Description of the Proiect Denton Municipal Electric City of Denton 1659 Spencer Road Denton, TX 76205 December 3, 2013 Denton Municipal Electric (DME) has identified several projects that are critical to maintaining reliability and allowing Denton tocontinueto grow. Construction of the Underwood Substation is one project that is necessary. Information on the project is presented herein (see attached map for project location options). The project will consist of the following: Construction of new substation. ■ Rerouting of transmission and distribution lines into the new substation. Several site alternatives have been considered for construction of the station. A map is attached that shows location options that have been identified at this time. A substation location could be chosen that is different from those shown on the map operated by DME. Whv is the vroiect needed? All new facilities will be owned and This new substation is needed to provide load serving capability in the west and southwest areas of DME's service territory. DME has singly certified areas on both sides of I -35W generally south of FM1515 (Airport Road) and north of Crawford Road where it is obligated to provide electric service. There is not adequate substation capacity in the area to provide the level of reliable service to this area that is typical in other areas of DME's system. For example, one residential area can receive power from only one substation at this time. The proposed new Underwood Substation is required to resolve this issue and provide an alternate power supply source. Further, as interest in commercial areas south of Airport Road continues to grow, a new substation in the area would allow more options for service and for recovery in the event of outages. With a three to five year time frame typical for getting a new substation on line, DME must be proactive in development of a new substation in advance of need. All location options that have been identified for the Underwood Substation will address the need for additional power delivery capacity and will provide good locations for new distribution circuits to originate. The alternatives can beneficially serve in all directions from their locations. Project Information Underwood Substation Construction December 3, 2013 This new station will provide backup to the RD Wells and Fort Worth substations. A map is attached that shows the location of these existing substations and the areas that DME is authorized to provide service by the Public Utility Commission of Texas. The location options that have been identified for this new station were chosen in part because there is an existing transmission line available in the immediate vicinity making it unnecessary to construct additional transmission lines. State and federal laws mandate specific and well defined performance requirements for utility systems. DME must comply with these requirements not only to ensure regulatory compliance, but more importantly, to maintain the best reliability of electric service to our customers. costs. Proiect Alternatives DME has investigated five alternatives for construction of the Underwood Substation. The attached map shows the five options that have been identified up to this point. Of the five, the easternmost site has been found to be unsuitable and has been removed from consideration. This site has at least 40 feet of elevation change from the highest to lowest point. Access will be more difficult and the eastern part of the site could be in a flood plain area. The Site Selection Process The analysis phase of project development only identifies that a project is needed, what the project should accomplish, and a potential area for the needed prod ect. It does not mandate the use of a specific site. The site selection process, which includes requesting public input, is employed to assist with determining the location for the new substation. Alternatives have been identified for the substation and are depicted on the attached map. Identification of these sites is the starting point for the selection process. This open house is intended to communicate the need for the project and to provide an opportunity for individuals to learn about the project and make comments. 2 araN 1�abooMap Naw UuI—w uu C —TR I CSC Pmpa,adopu a - s PDENTON prod ect. It does not mandate the use of a specific site. The site selection process, which includes requesting public input, is employed to assist with determining the location for the new substation. Alternatives have been identified for the substation and are depicted on the attached map. Identification of these sites is the starting point for the selection process. This open house is intended to communicate the need for the project and to provide an opportunity for individuals to learn about the project and make comments. 2 Project Information Underwood Substation Construction December 3, 2013 Potentially affected land owners and those within 500 feet of any of the alternative sites have been notified by mail of the project and the public open house. The City Council has approved the substation site selection process. This process presents the public with several opportunities to provide input. The first step is for DME to conduct an open house where information is made available on the proposed project, questions may be asked, recommendations can be made, and written or verbal comments may be provided. Interested individuals may also contact DME at any time. Contact information for DME is provided below and on the comment form handed out at the open house. After all comments received at the open house for a project are compiled, DME will consider all comments, complete additional reviews as appropriate, and will provide a recommendation to the Public Utilities Board (PUB). During its consideration of DME's proposal, the PUB will conduct a public hearing and direct DME to take additional actions or recommend a site for consideration by the City Council. During its consideration of the PUB's findings, the City Council will again conduct a public hearing to receive comments from interested residents. Ultimately, the City Council will select the site for the proposed substation. DME will provide notice by mail for the open house and for the PUB and City Council public hearings. DME's contact for questions Brian Daskam Energy Services Development Officer Phone: (940) 349-7567 Email Brian.Daskam@cityofdenton.com Timeline for the Proposed Facilities Following approval of a site by the City Council, DME will undertake procurement of land for the proposed facilities. The time required for purchase of the land is unknown at this time. Design ofthe station will begin as soon as practical after it appears that land issues will be settled. DME would hope to have the new station in service before the summer of 2017. Procurement of Land and Easements Land and easement procurement processes are governed by state laws and local ordinances such as Senate Bill 18. Once the City Council has approved a substation site, the procurement process will follow these requirements. The City will pay equitable compensation for land and land rights. Equitable compensation will be determined by conducting market studies and appraisals. Attachment: Location Map 3