Loading...
The URL can be used to link to this page
Your browser does not support the video tag.
Home
My WebLink
About
2017-04-04 Agenda with Backup
Tuesday, April 4, 2017 City of Denton Meeting Agenda City Council City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com 1:00 PM Work Session Room & Council Chambers After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, April 4, 2017 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 April 4, 2017. 3. Work Session Reports A. ID 17-305 Receive a report, hold a discussion, and give staff direction regarding any support for the Denton County Historical Park. Attachments: Denton County Historical Park Presentationpdf B. ID 17-384 Receive a report, hold a discussion, and provide direction regarding House Bill 2445 concerning the allocation of hotel occupancy tax funds to the purpose of enhancing and upgrading existing City -owned sports facilities. Attachments: Exhibit 1 - HOT Fund Resolution Exhibit 2 - Tax Code 351.1076 Current Law Funding Limitations Exhibit 3 - Tax Code 351.101 Current Law C. ID 17-398 Receive a report, hold a discussion, and give staff direction regarding monument assessment and restoration/preservation services at Oakwood and IOOF cemeteries. Attachments: Exhibit 1 - Proposal Pricing Exhibit 2 - Cemetery Presentation D. ID 17-290 Receive a report, hold a discussion, and give staff direction regarding the acquisition of property for the purpose of tree preservation. Attachments: Exhibit 1 - Use of the Tree Fund for Tree Preservation - Work Session Presenta Exhibit 2 - Preservation Property Score Sheet Exhibit 3 - Tree Fund Expenditure Criteria City ofDenton Page 1 Printed on 3/31/2017 City Council Meeting Agenda April 4, 2017 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 17-302 Deliberations Regarding Real Property - Under Texas Government Code, Section 551.072; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the potential purchase of the following real property interests located within the City of Denton, Denton County, Texas in: (1) the N. Britton Survey, Abstract No. 51(generally south of 1400 block of E. Ryan Rd.); (2) the D. Hough Survey, Abstract No. 646 (generally west of the 1900 block of S. Mayhill Rd.); (3) the J. McGowan Survey, Abstract No. 797 (generally west of the 2500 block of S. I-35 East) (4) the G. Walker Survey, Abstract No. 1330 (generally west of the 4100 block of Swisher Rd.); and (5) the M. Austin Survey, Abstract No. A-4 (generally west of the 1200 block of S. Loop 288). The potential purchases are related to the City's tree preservation initiatives. Consultation with the City's attorneys regarding legal issues associated with the potential 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 Rules of Professional Conduct of the State Bar of Texas. ANY FINAL ACTION, DECISION, OR VOTE ON A MATTER DELIBERATED IN A CLOSED MEETING WILL ONLY BE TAKEN IN AN OPEN MEETING THAT IS HELD IN COMPLIANCE WITH TEXAS GOVERNMENT CODE, CHAPTER 551, EXCEPT TO THE EXTENT SUCH FINAL ACTION, DECISION, OR VOTE IS TAKEN IN THE CLOSED MEETING IN ACCORDANCE WITH THE PROVISIONS OF §551.086 OF THE TEXAS GOVERNMENT CODE (THE `PUBLIC POWER EXCEPTION'). THE CITY COUNCIL RESERVES THE RIGHT TO ADJOURN INTO A CLOSED MEETING OR EXECUTIVE SESSION AS AUTHORIZED BY TEX. GOV'T. CODE, §551.001, ET SEQ. (THE TEXAS OPEN MEETINGS ACT) ON ANY ITEM ON ITS OPEN MEETING AGENDA OR TO RECONVENE IN A CONTINUATION OF THE CLOSED MEETING ON THE CLOSED MEETING ITEMS NOTED ABOVE, IN ACCORDANCE WITH THE TEXAS OPEN MEETINGS ACT, INCLUDING, WITHOUT LIMITATION §551.071-551.086 OF THE TEXAS OPEN MEETINGS ACT. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag "Honor the Texas Flag indivisible." — I pledge allegiance to thee, Texas, one state under God, one and City ofDenton Page 2 Printed on 3/31/2017 City Council Meeting Agenda April 4, 2017 2. PROCLAMATIONS/PRESENTATIONS A. ID 17-441 Denton Arbor Day 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 17-363 Harry Eaddy regarding the Denton Black Film Festival. 2. ID 17-402 Margarete Neale regarding gas leaks in the Guyer neighborhood. 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 — F). This listing is provided on the Consent Agenda to allow Council Members to discuss or withdraw an item prior to approval of the Consent Agenda. If no items are pulled, Consent Agenda Items A — F 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 17-091 Consider adoption of an ordinance of the City Council of the City of Denton, Texas authorizing the City Manager to execute an Engagement Letter with the law firm of David A. Portz, P.C., Houston, Texas, for Professional Legal Services to be provided to the Energy Management Organization of the City's Electric Department, Denton Municipal Electric; authorizing the expenditure of funds therefor; providing an effective date (File No. 5554 -in the additional amount of not -to -exceed $75,000, aggregating not -to -exceed $250,000). The Public Utilities Board recommended approval (6-0) on 3/21/2017 (PUB 17-033). Attachments: Ordinance -Portz. p df Engagement Letter.pdf List of EMO Counterparties.docx B. ID 17-321 Consider adoption of an ordinance releasing, abandoning and vacating a public drainage easement granted to the City of Denton, Texas, by CPM Financial Corporation on July 2, 2004 and recorded in Cabinet V Page 760, Real Property Records, Denton County, Texas, situated in the B.B.B. & C.R.R. Co. Survey, City ofDenton Page 3 Printed on 3/31/2017 City Council Meeting Agenda April 4, 2017 Abstract No. 186, Denton County, Texas, and located within the 1600 block of Stuart Lane. [Amending Plat, The Village Phase 1, Lots IA & 2A Block 4] Attachments: Release of Easement with Ordinance Site map Illustrating Drainage Easement FEMA Map Illustrating New Area C. ID 17-400 Consider approval of the minutes of March 7, March 20, March 21, March 28, and March 30, 2017. Attachments: Exhibit 1 - March 7, 2017 Minutes Exhibit 2 - March 20, 2017 Minutes Exhibit 3 - March 21 2017 Minutes Exhibit 4 - March 28 2017 Minutes Exhibit 5 - March 30 2017 Minutes D. ID 17-418 Consider approval of a resolution by the City of Denton ("City") suspending the effective date for ninety days in connection with the rate increase filing of Oncor Electric Delivery Company, LLC on or about March 17, 2017; requiring the reimbursement of municipal rate case expenses; authorizing participation in the coalition of similarly situated cities; authorizing intervention and participation in related rate proceedings; authorizing the retention of special counsel; finding that the meeting complies with the open meetings act; making other findings and provisions related to the subject; and declaring an effective date. Attachments: Oncor Resolution. df E. ID 17-431 Consider adoption of an ordinance approving the expenditure of funds for the purchase of one (1) ambulance chassis and the refurbishment of the ambulance body for Medic 6, which is available from Houston -Galveston Area Cooperative Purchasing Contract 4AM10-14 and in accordance with the provisions of Texas Local Government Code 271.083, providing the statutory authority for the City to participate in the cooperative purchasing program; providing for the expenditure of funds therefor; and providing an effective date (File 6407 -awarded to Knapp Chevrolet in the not -to -exceed amount of $169,300). Attachments: Exhibit 1 -Quote Exhibit 2 -Frazer Standardization Exhibit 3 -Chevrolet Memo Exhibit 4 -Letter of Intent Exhibit 5 -Ordinance F. ID 17-450 Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving the FYI Audit Plan and providing for an effective date. Attachments: Exhibit 1 Ordinance - FY17 Audit Plan 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 17-315 Consider adoption of an ordinance approving a fourth amendment to an Economic Development Program Grant Agreement with Allegiance Hillview, L.P. (now City ofDenton Page 4 Printed on 3/31/2017 City Council Meeting Agenda April 4, 2017 Allegiance GL LLC, DB Denton II LLC, and Rayzor Ranch 380 Associates, LLC) for the Rayzor Ranch development. Attachments: RED Fourth Amendment FINAL 033117 RED letter requesting 4th amendment RRTC IC 040417 B. ID 17-385 Consider approval of a resolution of the City of Denton, Texas, supporting House Bill 2445 related to the allocation of hotel occupancy tax funds to the purpose of enhancing and upgrading existing city -owned sports facilities; and providing an effective date. Attachments: Exhibit 1 - HOT Fund Resolution Exhibit 2 - Tax Code 351.1076 Current Law Funding Limitations Exhibit 3 - Tax Code 351.101 Current Law C. ID 17-412 Consider nominations/appointments to the City's Boards and Commissions: Animal Shelter Advisory Committee; Human Services Advisory Committee; and Zoning Board of Adjustment. D. ID 17-413 Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a first amendment to a professional services agreement between the City of Denton and Teague Nall and Perkins, Inc. (TNP), amending the contract approved by City Council on August 6, 2013, in the not -to -exceed amount of $4,160,000, to provide additional engineering and surveying services related to the Denton Municipal Electric Capital Improvement Plan; providing for the expenditure of funds therefor; and providing an effective date (File 5306 -providing for an additional expenditure amount not -to -exceed $4,360,000, with the total contract amount not -to -exceed $8,520,000). The Public Utilities Board recommends approval (6-0). Attachments: Exhibit 1 -Original Agreement Exhibit 2-TNP Project List Exhibit 3 -Projected CIP Expenditures Exhibit 4 -PUB Draft Minutes Exhibit 5 -Ordinance Exhibit 6 -First Amendment 6. PUBLIC HEARINGS A. A17-0002 Hold a public hearing on the petition for voluntary annexation into the corporate limits of the City under Texas Local Government Code Sec. 43.028(d) filed by H3H, L.L.C. concerning approximately 16 acres generally located on the north side of Barthold Road, approximately 340 feet west of the I-35 Southbound Service Road (A17-0002; Blue Beacon). City ofDenton Page 5 Printed on 3/31/2017 City Council Meeting Agenda April 4, 2017 Attachments: Exhibit 1 - Site Location Aerial Map Exhibit 2 - Annexation Petition Exhibit 3 - Presentation Exhibit 4 - Draft Ordinance B. Z16 -0023b Hold a public hearing and consider adoption of an ordinance to rezone approximately 1.39 acres from a Downtown Residential 2 (DR -2) District to a Downtown Commercial General (DC -G) District. The subject property is generally located 185 feet south of the Scripture Street and Normal Street intersection, in the City of Denton, Denton County, Texas; adopting an amendment to the city's official zoning map; 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 denial (5-2). (Z16-0023) A supermajority vote by Council is required for approval. Attachments: Exhibit 1 - Staff Analysis Exhibit 2 -Aerial Map Exhibit 3 -Zoning Map Exhibit 4 - Future Land Use Map Exhibit 5 - Proposed Zoning Exhibit 6 - Permitted Uses in Downtown Residential Exhibit 7 - Permitted Uses in Downtown Commercial General (DC -G) District Exhibit 8 - Zoning District Comparison Chart Exhibit 9 - Applicant Narrative Exhibit 10 - Notification Map and Responses Exhibit 11 - Presentation Exhibit 12 - February 22, 2017 Planning and Zoning Commission Meeting Minut Exhibit 13 - March 8, 2017 Planning and Zoning Commission Meeting Minutes Exhibit 14 - Draft Ordinance C. DCA17-0005 Hold a public hearing and consider adoption of an ordinance of the City of Denton, a Texas, regarding amending Subchapter 35.5 of the Denton Development Code by adding a Specific Use Permit (SUP) requirement for multi -family dwelling units in the Downtown Residential 2 (DR -2), Downtown Commercial Neighborhood (DC -N) and Downtown Commercial General (DC -G) zoning district and use classifications and adding a limitation L(44); providing for a penalty in the maximum amount of $2,000 for violations thereof, providing a severability clause, savings clause, and an effective date. The Planning and Zoning Commission recommends denial (5-1). A supermajority vote by Council is required for approval. Attachments: Exhibit 1 - Denton Urban Core Zonng Map Exhibit 2 - Section 35.6.1 Exhibit 3 - Draft Ordinance Exhibit 4 - Staff Presentation City ofDenton Page 6 Printed on 3/31/2017 City Council Meeting Agenda April 4, 2017 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 , 2017 at o'clock (a.m.) (p.m.) CITY SECRETARY NOTE: THE CITY OF DENTON CITY COUNCIL WORK SESSION ROOM AND COUNCIL CHAMBERS ARE ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800 -RELAY-TX SO THAT A SIGN LANGUAGE INTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE. City ofDenton Page 7 Printed on 3/31/2017 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-305, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Community Affairs CMIACM: Todd Hileman DATE: April 4, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding any support for the Denton County Historical Park. BACKGROUND The Denton County Historical Commission's purpose is to preserve, protect, and promote the history of Denton County. The Commission directs the activities of the Denton County Historical Park, a hub for visitors to grow and learn together. The park is located on Mulberry Street, south of Denton's Historic Square. In 2015, approximately 11,958 people visited the park. In 2016, that number increased to 12,393. The Historical Commission does not track the number of visitors that visit the park when the buildings are closed. The park regularly hosts community events, including the Community Market, every Saturday beginning in April and ending in November of each year. The mission of the Denton Community Market is to strengthen the Denton community by providing economic opportunities for local artists, businesses, food vendors, and food producers to contribute to the vitality and livability of Denton. Staff from the County Office of History and Culture, the Denton Community Market, and the City began meeting in December 2016, to develop a plan to improve the quality of experiences for those that attend the Historical Park. The County has a master plan for the Historical Park and would like to share it with the Denton City Council. They are also interested in exploring the interest of the City to assist with the costs of some capital improvements to the Park. These include electrical improvements, the addition of an awning for vendors at the Community Market, and the addition of a fence to surround the park and protect against vandalism. With the improvements to the Park, the experience for visitors will be enhanced and possibly increase tourism for the City of Denton. Denton County is requesting financial assistance to complete improvements to the Denton County Historical Park. The improvements will benefit all of the events held at the park, including the Denton Community Market. Denton County has obtained the following estimates for improvements: Electrical Improvements $ 93,466 Awning $101,810 $101,810 Total: $195,276 City of Denton Page 1 of 3 Printed on 3/31/2017 povveied by I_egivt9i IN File #: ID 17-305, Version: 1 OPTIONS Direct staff to provide Denton County a specific dollar amount for the requested improvements. Direct staff to take some other action. PRIOR ACTION/REVIEW (Council, Boards, Commissions) During the August 2, 2016, City Council Meeting, a Work Session item was presented to the Council from staff regarding the complications of utilizing the parking lot at 121 Exposition for an Event Center. After hearing concerns from staff, the general consensus of Council was to direct staff to identify other options and return a proposal. FISCAL INFORMATION As part of the FY 2015-16 Budget, Council approved $658,000 for the construction of an event center and parking lot at 121 Exposition. Of this amount, $253,000 was authorized for the event center, with $103,000 coming from the General Fund and $150,000 from Hotel Occupancy Tax (HOT) Funds. The City entered into a professional services agreement for design services with Pacheco Koch and approximately $21,000 has been spent so far. The community event center was going to be the new location for the Denton Community Market. Below is a breakdown of the funding for the Community Event Center and parking lot: Exposition Parking Lot Improvements -$405,000 (Funding April 2016 Certificates of Obligation) Community Event Center - 103,000 (Funding from General Fund) Community Event Center 150,000 (Funding - Tourist & Convention Fund) Total Project Budget $658,000 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, Livable & Family -Friendly Community Related Goal: Provide and support outstanding leisure, cultural, and educational opportunities. EXHIBITS Denton County Historical Park Presentation Respectfully submitted: John Cabrales Jr. Director of Community Affairs City of Denton Page 2 of 3 Printed on 3/31/2017 povveied by I_egist9i I;, File #: ID 17-305, Version: 1 Prepared by: Vernell Dooley Assistant Legislative and Media Relations Officer City of Denton Page 3 of 3 Printed on 3/31/2017 povveied by I_egist9i I;, ■ ■ 0 j I / { ■ ■ 0 j I / ■ ■ 0 m O N N ORA m a) � � 6� Lr) � � k pl, 00 m 1• • •J t! -7 I W 3 •,E Ln 0 LA 0 a) a N u 0 0 0 0 M w t� O O o0 O M `M M O 0 O (.0 C Ln O 0 LM .. k C0 ',I- N a l 0 t W5 ,W^ 4J W 0 5 �i (vE N N U M L 4-0 > O a) E V) V ro 0 0 •— co V V 0 _ m Q N m I o L. 00 C) ru 0 > tv C) E 41 L4.. tA uu OM City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-384, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Community Affairs CMIACM: Todd Hileman DATE: April 4, 2017 SUBJECT Receive a report, hold a discussion, and provide direction regarding House Bill 2445 concerning the allocation of hotel occupancy tax funds to the purpose of enhancing and upgrading existing City -owned sports facilities. BACKGROUND The City Council directed staff to pursue legislation that would give the Council authority to allocate funding to enhance and upgrade existing, city -owned sports facilities. The Mayor and staff approached Representative Lynn Stucky to request he file such a bill on the City's behalf. He subsequently filed HB 2445 on February 27. Though the Council approved a statement in support of this initiative in the 2017 Legislative Program, approved on December 13, 2016, Representative Stucky's office has requested a stand-alone resolution in support of HB 2445, (Exhibit 1). The resolution is listed as an item for individual consideration for the City Council's approval on April 4. Below is additional background on the purpose, use, and support of the bill. Purpose of House Bill 2445 The genesis of this item came about when Parks and Recreation requested the City of Denton seek introduction and passage of legislation that would amend Tax Code Sec. 35 1. 101 (a)7 by adding the City of Denton to the list of municipalities authorized to utilize Hotel Occupancy Tax (HOT) funds for enhancement and upgrading of city -owned and existing sports facilities or fields, which provide significant economic benefit to the community. Specifically, the purpose of HOT funds is to "promote tourism and the convention and hotel industry." The athletic tournaments hosted by the City of Denton Parks and Recreation Department generate revenue for the City's General Fund, the Recreation Fund, and co-sponsored associations. More importantly, however, the tournaments to -date in 2016 alone provided an estimated economic impact to local businesses, such as hotels, restaurants, and retailers, of more than $1,005,150. In addition, the tournaments have generated more than 800 room nights for Denton hotels and brought in an estimated 28,083 spectators. The economic impact estimates are calculated by a formula created by the Convention and Visitor's Bureau in coordination with the Parks and Recreation Department. For calendar year 2017 the number of available tournament weekends has been reduced from 30 to 13 due to the lack of funds to provide adequate enhancements and upgrades to the fields. Hosting tournaments has become more competitive as cities build and upgrade their facilities to enhance the experience and meet standards of tournament coordinators and teams. The proposed legislative initiative would allow the City Council an innovative funding mechanism to allocate existing HOT funds to the enhancement of Parks and City of Denton Page 1 of 3 Printed on 3/31/2017 povveied by I_egivt9i IN File #: ID 17-384, Version: 1 Recreation existing sports facilities or fields in order to continue hosting, at previous levels, the athletic tournaments that have supported the local tourism industry and had such a positive economic impact on the community. If the legislation passes, it would provide the City Council the statutory authority to allocate HOT funds to the enhancement of existing City -owned sports facilities or fields for the specific purpose of hosting athletic tournaments should they so choose. HOT Fund allocations allowable under HB 2445: Examples of enhancements and upgrades to existing facilities include fencing, lighting, infield mix (to dry fields more quickly), Wi-Fi at the Sports Complexes, soccer goals, scoreboards, restroom upgrades, bleachers, shade structures, PA Equipment, batting cages, and pitching cages. This list is not exhaustive, but contains projects that Parks and Recreation staff have identified as needed upgrades to existing facilities. Limitations on use of Funds Current statute, Tax Code, Section 351.1076 (Exhibit 2), requires a five-year lookback on the return on investment of the HOT fund allocations to sports fields. If, over the five-year period, the amount of hotel revenue generated directly as a result of the HOT fund allocation and resulting tournament activity is less than the allocation itself, the general fund must reimburse the HOT fund account. "The municipality shall reimburse from the municipality's general fund any expenditure in excess of the amount of area hotel revenue attributable to the enhancements and upgrades to the municipality's hotel occupancy tax revenue fund." Finally, the current statute to which HB 2445 is attached (Tax Code, Section 351.101; Exhibit 3), would not allow funds to be used for maintenance. There are bills that have been filed this session that expand the language to include maintenance for some communities, but this is not an expansion which we are currently seeking. Support On March 30, the Denton Chamber of Commerce Board of Directors voted unanimously to endorse HB 2445, with the understanding that the bill will not jeopardize existing recipient funding. The Chamber will send a letter of support to the City Council and Representative Stucky. The Convention and Visitor's Bureau has also indicated support for HB 2445. In addition, Parks and Recreation staff is working on gathering letters of support from the Texas Recreation and Parks Society (TRAPS) and sports tournament leaders who have utilized our fields. Next Steps HB 2445 has been referred to the House Ways and Means Committee. All HOT fund -related bills have been assigned to this committee. Representative Stucky's office has submitted a request for a hearing. When the hearing is scheduled, staff will notify the City Council and appropriate staff. We anticipate having Mayor Watts and Parks Director Emerson Vorel present at the hearing as resource witnesses to provide comments and answer questions, should the committee chair desire to hear from stakeholders. Because there are dozens of HOT fund -related bills that could go through the committee, the hearing may be rather low-key with a greater emphasis on written testimony. This strategy will be re -assessed as the hearing is scheduled and we have a clear view of the landscape as it approaches. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On December 13, 2016, the City Council approved the following statement in the 2017 Legislative Program: Seek introduction and passage of legislation that would amend the Tax Code by adding the City of Denton to the bracketed list of municipalities authorized to utilize Hotel Occupancy Tax (HOT) funds for enhancement and upgrading of city -owned and existing sports facilities or fields, which provide significant economic benefit to the community. City of Denton Page 2 of 3 Printed on 3/31/2017 povveied by I_egist9i I;, File #: ID 17-384, Version: 1 STAFF RECOMMENDATION 1. Approve Resolution of support for HB 2445 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: 6.1 Collaborate with local, regional, state, and federal partners EXHIBITS 1. Resolution 2. Tax Code 351.1076, Current Law - Limitations on Use of Funds 3. Tax Code 351.101, Current Law Governing Use of HOT Fund Allocations to Sports Facilities Respectfully submitted: Todd Hileman City Manager Prepared by: Lindsey N. Baker Intergovernmental Relations/ Public Information Officer City of Denton Page 3 of 3 Printed on 3/31/2017 povveied by I_egist9i I;, s:AIegaI\our documents\resolutions\17\hot hind resolution (2017).docx RESOLUTION NO. A RESOLU'T'ION OF THE CITY OF DENTON, TEXAS, SUPPORTING HOUSE BILL 2445 RELATED TO THE ALLOCATION OF HOTEL OCCUPANCY TAX FUNDS FOR THE PURPOSE OF ENHANCING AND UPGRADING EXISTING CITY -OWNED SPORTS FACILITIES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Parks and Recreation Department has requested the City of Denton seek introduction and passage of legislation that would amend Tax Code Sec. 351.101 (a)7 by adding the City of Denton to the list of municipalities authorized to utilize Hotel Occupancy Tax (HOT) funds for enhancement and upgrading of city -owned and existing sports facilities or fields, which provide significant economic benefit to the community; and WHEREAS, the purpose of HOT funds is to "promote tourism and the convention and hotel industry"; and WHEREAS, the athletic tournaments hosted by the City of Denton Parks and Recreation Department generate revenue for the City's General Fund, the Recreation Fund, and co-sponsored associations; and WHEREAS, the tournaments to -date in 2016 alone provided an estimated economic impact to local businesses, such as hotels, restaurants, and retailers, of more than $1,005,150; and WHEREAS, the tournaments have generated more than 800 room nights for Denton hotels and brought in an estimated 28,083 spectators; and WHEREAS, for calendar year 2017 the number of available tournament weekends has been reduced from 30 to 13 due to the lack of funds to provide adequate enhancements and upgrades to the fields; and WHEREAS, hosting tournaments has become more competitive as cities build and upgrade their facilities to enhance the experience and meet standards of tournament coordinators and teams; and WHEREAS, the proposed legislative initiative would allow the City Council an innovative funding mechanism to allocate existing HOT funds to the enhancement of Parks and Recreation existing sports facilities or fields in order to continue hosting, at previous levels, the athletic tournaments that have supported the local tourism industry and had such a positive economic impact on the community; and WHEREAS, the proposed legislative initiative would provide the City Council the statutory authority to allocate HOT funds to the enhancement of existing City -owned sports facilities or fields for the specific purpose of hosting athletic tournaments; and WHEREAS, enhancements and upgrades to existing facilities may include, but are not limited to fencing, lighting, infield mix, Wi-Fi at the Sports Complexes, soccer goals, scoreboards, s:Alegal\our documents\resolutions\17\hot fund resolution (2017).doex restroom upgrades, bleachers, shade structures, PA Equipment, batting cages, and/or pitching cages; and WHEREAS, there is a precedent of municipalities gaining statutory authority to access HOT funds for the purposes stated herein, with ten (10) cities already authorized to allocated HOT funds under the Tax Code; and WHEREAS, Representative Lynn Stucky, District 64, has filed House Bill 2445, relating to the use of municipal hotel occupancy tax revenue in certain municipalities; NOW, THERFORE, THE COUNCIL OF THE CITY OF DENTON HERBY RESOLVES: SECTION 1. That the Denton City Council supports passage of House Bill 2445 as filed. SECTION 2. That the Mayor and City Council, City Manager, or their designees shall communicate the City's support of HB 2445 to members of the Texas Legislature by providing testimony, letters, and other appropriate communications. PASSED AND APPROVED this the day of , 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO I..,EGAL FORM: AARON DEAL, INTERIM CITY ATTORNEY BY: Page 2 CHRIS WATTS, MAYOR TAX CODE SECTION 351.1076 Sec. 351.1076. ALLOCATION OF REVENUE: CERTAIN MUNICIPALITIES. (a) A municipality that spends municipal hotel occupancy tax revenue for the enhancement and upgrading of existing sports facilities or fields as authorized by Section 351.101(a)(7): (1) shall determine the amount of municipal hotel occupancy tax revenue generated for the municipality by hotel activity attributable to the sports events and tournaments held on the enhanced or upgraded facilities or fields for five years after the date the enhancements and upgrades are completed; and (2) may not spend hotel occupancy tax revenue for the enhancement and upgrading of the facilities or fields in a total amount that exceeds the amount of area hotel revenue attributable to the enhancements and upgrades. (b) The municipality shall reimburse from the municipality's general fund any expenditure in excess of the amount of area hotel revenue attributable to the enhancements and upgrades to the municipality's hotel occupancy tax revenue fund. TAX CODE SECTION 351.101 Sec. 351.101. USE OF TAX REVENUE. (a) Revenue from the municipal hotel occupancy tax may be used only to promote tourism and the convention and hotel industry, and that use is limited to the following: (7) subject to Section 351,10761 the promotion of tourism by the enhancement and upgrading of existing sports facilities or fields, including facilities or fields for baseball, softball, soccer, flag football, and rodeos, if: (A) the municipality owns the facilities or fields; (B) the municipality: (i) has a population of 80,000 or more and is located in a county that has a population of 350,000 or less; (ii) has a population of at least 75,000 but not more than 95,000 and is located in a county that has a population of less than 200,000 but more than 160,000; (iii) has a population of at least 36,000 but not more than 39,000 and is located in a county that has a population of 100,000 or less that is not adjacent to a county with a population of more than two million; (iv) has a population of at least 13,000 but less than 39,000 and is located in a county that has a population of at least 200,000; (v) has a population of at least 70,000 but less than 90,000 and no part of which is located in a county with a population greater than 150,000; (vi) is located in a county that: (a) is adjacent to the Texas -Mexico border; (b) has a population of at least 500,000; and (c) does not have a municipality with a population greater than 500,000; (vii) has a population of at least 25,000 but not more than 26,000 and is located in a county that has a population of 90,000 or less; (viii) has a population of at least 7,500 and is located in a county that borders the Pecos River and that has a population of not more than 15,000; (ix) is located in a county that has a population of not more than 300,000 and in which a component university of the University of Houston System is located; or (x) has a population of at least 40,000 and the San Marcos River flows through the municipality; and (C) the sports facilities and fields have been used, in the preceding calendar year, a combined total of more than 10 times for district, state, regional, or national sports tournaments; City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON Legislation Text File #: ID 17-398, Version: 1 DEPARTMENT: Parks and Recreation DCM: Bryan Langley DATE: April 4, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding monument assessment and restoration/preservation services at Oakwood and IOOF cemeteries. BACKGROUND On March 22, 2016, Parks and Recreation staff received direction from City Council to identify funding in the 2016-17 budget for general enhancements to the City's two cemeteries. After staff reviewed the scope of the project, the work was determined to be of a highly specialized and technical nature which is beyond staff's capabilities and the department's resources. Therefore, staff submitted a supplemental budget package which was approved in FY 2016-17 for one-time funding in the amount of $152,596 for a cemetery mapping and assessment study. Oakwood Cemetery was established in 1857, and has been city -owned since 1931. IOOF Cemetery was established in 1860, and has been city -owned since 1933. The City inherited both cemeteries with incomplete and missing records due to subsequent fires in 1875 and 1914. The budget for Oakwood and IOOF includes funding for mowing and backfilling of graves. There is currently no funding to repair dilapidated monuments at either cemetery and the mausoleums at IOOF. In addition, there is a need to restore incomplete records and mapping to identify division and block markers at both locations. As a result, RFP 6294 was sent to 10 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download, and advertised in the local newspaper. Due to the highly specialized nature of this service, only one (1) responsive proposal was received. The responsive bid came from the only business who performs this work in the Southern United States. The proposal was evaluated based upon published criteria including price, delivery, compliance with specifications, and indicators of probable performance. Services to be performed under this RFP for Oakwood and IOOF cemeteries include: • $79,872 for the preparation of a detailed GPS/GIS map, including a Computer Aided Design (CAD) digital database of all monuments, gravesites, crypts, roads, fences, and any other permanent landmarks that provide location awareness to an accuracy of plus or minus 4 inches. The two cemeteries encompass 38 acres of land and over 10,000 burial sites with approximately 3000 of those being unmarked/unknown sites. Due to frequent citizen inquiries, staff need to know who is buried in the cemeteries and where the burial sites are located. Currently, when inquiries are received, staff is required to walk the site in an attempt to find a gravesite since there are no formal records. City of Denton Page 1 of 2 Printed on 3/31/2017 povveied by I_egivt9i IN File #: ID 17-398, Version: 1 • $57,060 for an assessment of all monuments to evaluate condition and provide a priority -based repair schedule. The total amount for the above-described services is $136,932. Since the budget for this project is $152,596, additional funding in the amount of $15,664 is available to be used to restore some cemetery monuments and install division markers. Below are some common pricing for these types of services which have been quoted as part of the response to the RFP. • $1,752 Installation of stainless steel division markers at Oakwood • $708 Installation of stainless steel block markers at IOOF • $665 Monument repair and/or restoration at Oakwood • $687 Monument repair and/or restoration at IOOF • $1,400 Restoration work to lawn crypts at Oakwood • $120,000 Restoration work to mausoleums at IOOF Cemetery. A complete list of additional services available are included in Exhibit 1. Staff proposes to complete the mapping and assessment study first in order to catalog and prioritize repairs. Once the study is complete, staff recommends the remainder of the funding ($15,664) be dedicated to repairing the monuments and structures identified as the highest priority items. As an alternative, City Council can direct staff to use the approved funding exclusively for monument repair and restoration. If directed to proceed in this fashion, staff recommends repair work to the most deteriorated mausoleums in the Northwest quadrant of the old IOOF cemetery, near Highland Street. These repairs are expected to cost approximately $120,000 and the remainder of the funds can be used to facilitate repairs of the largest monuments that pose the most safety hazards. 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, Liveable, 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: Provide and support outstanding leisure, cultural, and educational opportunities. EXHIBITS 1. Texas Cemetery Restoration LLC Service Proposal Pricing 2. Presentation Respectfully submitted: Emerson Vorel Director of Parks and Recreation City of Denton Page 2 of 2 Printed on 3/31/2017 povveied by I_egist9i I;, Exhibit Exhibit 1 RFP # 6294- Cemetery Mapping and Assessment of Oakwood and IOOF Cemeteries Respondent's Business Name Texas Cemetery Restoration LLC Principal Place of Business (City and State) Dallas, Texas Services Proposal Pricing: Cost of Additional Services: ITEM DESCRIPTION YEAR 1 City of Denton YEAR 3 ITEM UOM Type of Service Requested requested Cost of 5 1 $665.00 completion Service 9 monument pricing Consultation and design of Information Kiosks at Oakwood. schedule $2,000.00 1 EA GPS/GIS Mapping of Oakwood Cemetery with CAD digital data base. 9/1/2017 $30,560.00 2 EA GPS/GIS Mapping of IOOF Cemetery with CAD digital data base. 9/1/2017 $49,312.00 3 EA Monument Assessment of Oakwood Cemetery. 9/1/2017 $21,084.00 4 EA Monument Assessment of IOOF Cemetery. 9/1/2017 $35,976.00 Total Cost $136,932.00 Cost of Additional Services: ITEM DESCRIPTION YEAR 1 YEAR 2 YEAR 3 7 Average cost per monument repair and/or restoration at Oakwood Cemetery. * This is per Installation of 4 1/2" stainless steel division markers at Oakwood Cemetery. EA $1,752.00 5 1 $665.00 $562.00 $447.00 9 monument pricing Consultation and design of Information Kiosks at Oakwood. EA $2,000.00 10 Average cost per monument repair and/or restoration at IOOF Cemetery. * This is per 1C.nsultation and design of Information Kiosks at IOOF Cemeteries. EA $2,000.00 6 1 $687.00 $596.00 $495.00 12 monument pricing Restoration work to mausoleums at IOOF Cemetery. EA $120,000.00 TOTAL $1,352.00 $1,158.00 $942.00 Cost of Additional Services: ITEM CITY Description UOM Unit Price 7 1 Installation of 4 1/2" stainless steel division markers at Oakwood Cemetery. EA $1,752.00 8 1 Installation of 4 1/2" stainless steel block markers at IOOF Cemetery. EA $708.00 9 1 Consultation and design of Information Kiosks at Oakwood. EA $2,000.00 10 1C.nsultation and design of Information Kiosks at IOOF Cemeteries. EA $2,000.00 11 1 Restoration work to lawn crypts at Oakwood Cemetery. EA $1,400.00 12 1 Restoration work to mausoleums at IOOF Cemetery. EA $120,000.00 Total Cost of Materials 50 50 5 15 30 100 PRICE 5 Project Schedule 15 Performance 30 Compliance with Specification 100 TOTAL FlArlmWaiammil c N U O ct ,-ci ct ct 4� ct O � ••� . � N • � ,� pip � ct U ;� vO N •U •�^,', ct U F+I ct ct ct ct O O O O N O N c N O g.4 c O v M M � v1 ct O ct ct ct ct U N 7t 7t 7t _ +, ct T ®®BE®®BE EM a Hof Hmfl m ®mow mm H RM Iff *fl*H*rmHmlmllm EE W H#11 H�fl H�#I HL#I f1�1 fH#I11-�-I �`� IR ®®®®® ®®®®®®® ®®®®®99 99 9H SEI®®®� ®�� F9 FH IN IN ®ElEl M®® H�AH� �Nmm ®®®®®E®® +� O ct O N O V1 O Q N � rr011 ct O N � U C � N Mi J s. U PTO Fp", ct t�L/I U PTO O O U PTO O O U PTO O O U PTO O O U PTO O O V1 ct ct ct 7� a� o ct o ct u .N .ct .� ct Ct 4� N ct a� o O ° C° • ct ct CA ct U ct ctct• p +C� CA p • ct N �' bA ct ct N O � N ct ct .O Ct 7� c�O U O +; r--� ct b.A v1 ul ct ct N ct 4� +� ct ct ct �+ N +� ct p ct vi O ct ct ctCoo U ct ct N O � N ct ct .O Ct 7� c�O U O +; ct ct O � � � U � O � V5 � U N � � U � ct ct N N c� U ct N •ct �O •O � O � U bl O ct C N O C C ct N U N N �O O � 6� O ct C N O C C ct N U N O � 6� City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-290, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Solid Waste & Recycling CM/ ACM: Jon Fortune Date: March 30, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the acquisition of property for the purpose of tree preservation. BACKGROUND The intent of this work session discussion is to present the City Council with a set of evaluation criteria for identifying real estate property in Denton for the purpose of tree preservation. In response to requests from residents and City Council, a team of staff members from Parks & Recreation, Development Services, Legal/Real Estate, and Keep Denton Beautiful has been assembled to develop a system for evaluating forested properties for preservation. The staff team incorporated Tree Fund Expenditure Criteria from the Denton Development Code (DDC 35.13.7.7.e.i) and data from the City's recently completed Urban Tree Assessment (a.k.a. the "State of the Denton Urban Forest" report) to develop a comprehensive criteria and evaluation system. The system considers factors such as total tree canopy cover; relative location to Denton's Eastern Cross Timbers eco -region (meaning a property would be more likely to have quality heritage trees, such as Post Oaks); potential for public use and park/trail connectivity; current zoning; and alignment with utility and mobility plans. Using the "State of the Denton Urban Forest" results, staff have identified a series of properties in Denton with 50% or greater tree canopy cover. Properties were narrowed to a short list of options based on adherence to the criteria, and subsequently scored by the staff team using the property score sheet (Exhibit 2). The list of properties and evaluation results will be presented to Council under a separate agenda item. PRIOR ACTION/REVIEW (Council, Boards, Commissions) December 6, 2016 - Denton City Council Work Session October 15, 2013 - Denton City Council Work Session February 5, 2013 - Denton City Council Work Session FISCAL INFORMATION The Tree Fund Expenditure Criteria outlined in the Denton Development Code (DDC 35.13.7.7.e.i) state that up to 15% of the City's Tree Fund balance can be used for the "Purchase of Wooded Property to Preserve." The current balance of the Tree Fund was $2,374,629 as of September 30, 2016 (2016 fiscal year-end) which allows for up to $356,194 in funding that could be used to purchase property for tree preservation. City of Denton Page 1 of 2 Printed on 3/31/2017 povveied by I_egivt9i IN File #: ID 17-290, Version: 1 Should the Council see fit, this 15% limit could be increased temporarily or permanently to accommodate a property purchase. A temporary or permanent increase to 40% of the fund balance, for example, would allow for up to $949,851.60 in expenditures this year for property purchases. While increasing the limit for property purchases could reduce future available funding for other permitted uses, such as tree planting programs, the Tree Fund has shown an average of $436,944 in revenue per year (over the last five years), meaning funds could be replenished in about two years. Projected total expenses for tree planting programs in FY 2017 are $793,110. With the current fund balance at over $2 million, funding for these programs would not be compromised by increasing the limit for property purchases. In addition to the Tree Fund, other sources of funding could be leveraged, given certain property characteristics. For properties that have potential for public use or meet expansion needs for parks and trails, park development funds could be accessed to supplement the available funding from the Tree Fund. Additionally, mitigation funds from DME could be used toward a property purchase. Council may also consider a partial acquisition of property, or explore options for smaller properties to potentially preserve fewer trees, but at a lower cost. 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: 5.4 Manage land use and preserve open/natural spaces EXHIBITS Exhibit 1 - Use of the Tree Fund for Tree Preservation (PowerPoint Presentation) Exhibit 2 - Preservation Property Scoresheet Exhibit 3 - Tree Fund Expenditure Criteria Respectfully submitted: Vance Kemler Director of Solid Waste & Recycling Prepared by: Lauren Barker Keep Denton Beautiful Program Manager City of Denton Page 2 of 2 Printed on 3/31/2017 povveied by I_egist9i I;, LA mo t7l A u 0 ct 5--1 4--j 5--1 L o u 0 z u 0 r r •',0-1 0 1 1 1 • • • • C) M • 1 • 1 • 0 C) U ct a--+ O 4-4O U U O rl::� ct C) ct cn U d � U ,� � U 4-4O ;-, ct bio bA •� $:� ;--i • r-4 � C) • r--' U ■ -7 w r�� ct ct bC C� Ct �I 4-J ct C� .O �I • lil rcs cn C) WD c V Ln ct ^� �I C�cn cn Cn �I Ln W ct U cnNcn O • 0 N N W N DC � 00 O Ln M_ O N m 4-J N W 00N m 00 O� N O OL � a .E Preservation Property Score Sheet PROPERTY ID (CAD): Spring 2017 TOTAL: /105 Total Possible Total Measure Notes Points Points Property is located in Cross Timbers region, or 10 ESA Upland Habitat 15 Property has 50% or higher tree canopy cover 15 Tree Species Composition Total: 30 Total Possible Total Measure Notes Points Points Property is currently for sale 10 Property is developable as a park 5 Present or future mobility/transportation 10 Property is threatened by development 5 City loss of potentially taxable land is minimal 10 Property is zoned to be conducive to 5 preservation 10 Property is not currently protected by a conservation easement 10 Property is not currently protected by an ESA Flood Plan 10 Land Use Potential Total: 60 Total Possible Total Measure Notes Points Points Present or future utility impact on the property is minimal or none 5 Present or future mobility/transportation impact on the property is minimal or none 5 City loss of potentially taxable land is minimal or none 5 Project Impact Total:j 15 Exhibit 2 Tree Fund Expenditure Criteria Per DDC 35.13.7.7.e.i Projects will be measured against the following standardized criteria to provide consistency within the decision making process: 1. Full Project Cost is comprised of the following elements: • Tree cost • Water tap • Water impact fee • Irrigation system • Installation labor • Ongoing maintenance (pruning, watering, insect and disease control, and fertilization). 2. Other Efforts Leveraged: The use of other funding sources such as grants and HOA's or efforts such as ESA mandated preservation and Parks land purchases. For instance; • The Tree Fund can be leveraged to assist a Home Owners Association willing to contribute funds or materials to the City to plant trees in a local City owned park. • The Tree Fund could be leveraged to purchase land adjacent to a required preserved ESA to expand the area to be preserved. 3. Community Involvement: Projects that have the support and involvement of neighborhood and/or community groups. 4. Resident Requests: The number of requests from local residents for specific a project. 5. Staff -Identified Needs: Projects that are identified by staff as in need of trees (ex. shade for recreation or mobility paths, traffic claiming). 6. Consistency with Existing Plans: The alignment with other approved City of Denton plans (ex. Denton comprehensive plan, small area plans). 7. Community Impact: Potential residential benefits of the planting (ex. neighborhood vs. community vs. regional scale). 8. Tree Fund Expenditure Distribution: The biannually (every two years) distribution of existing and future Tree Fund dollars will be as follows: a. 75% - Tree Planting and Maintenance. b. 15% - Purchase of Wooded Property to Preserve. c. 5% - City-wide Tree Inventory. d. 5% - Education of Citizens and Developers. Exhibit 2 Special Consideration by Project Type: a) To purchase, plant and maintain trees on public property. • Partnership efforts with other entities such as, KDB, The National Arbor Day Foundation, American Forest. • Compliance with approved species and recommendations (The Right Tree in The Right Place). i. The Right Tree in the Right Place is a standard developed and promoted nationally by the Arbor Day Foundation. (see exhibit 4) b) To preserve wooded property that remains in a naturalistic state in perpetuity. • Strategic locations adjacent to ESA wooded areas and/or Park land. i. These would consist of sites directly adjacent to ESA mandated preservation areas or Park land. Species composition of property to be preserved (ex. Oak and Cedar Elm vs. Mesquite and Locust). i. Only sites consisting predominantly of Quality Trees will be considered for purchase. c) To perform and maintain a City-wide tree inventory. • Reduce City liability by identifying dead, dying, or hazardous trees. i. Trees located on City maintained properties should be assessed annually for health and hazardous conditions. • To assist in planning for possible future insect and disease management. i. Knowing the species composition of Denton's Urban Forest is an invaluable tool in preparing to manage invasive insects such as the Emerald Ash Bore (EAB) which has been confirmed in Columbia County Arkansas less than 300 miles from Denton. ii. Denton's location amongst multiple major Interstate and Highway transportation corridors contribute to the likelihood that we will see EAB in Denton sooner than later. • To improve maintenance the efficiencies and thoroughness of in-house tree work. i. A GIS based Tree Inventory combined with a Work Management System can improve the efficiencies in the Cities current Tree maintenance program as well as document the health and work history of trees on City maintained properties. d) To educate citizens and developers on the benefits and value of trees. • Expanding existing programs or events such as, Denton's Arbor Day. i. KDB should be supported in all areas pertaining to Arbor Day which is a part of the criteria for the City maintaining Tree City USA Status, currently at 23 consecutive years. • Communicating with stakeholders. i. Education information distributed to various stakeholders about the various benefits of trees should be a regular expenditure from the Tree Fund. Building off of industry best practices for developing with trees. i. Developers who work in Denton should have local opportunities to attend educational sessions geared around the general typed of Developing with Trees. City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON File #: ID 17-302, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Deliberations Regarding Real Property - Under Texas Government Code, Section 551.072; Consultation with Attorneys - Under Texas Government Code, Section 551.071. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the potential purchase of the following real property interests located within the City of Denton, Denton County, Texas in: (1) the N. Britton Survey, Abstract No. 51(generally south of 1400 block of E. Ryan Rd.); (2) the D. Hough Survey, Abstract No. 646 (generally west of the 1900 block of S. Mayhill Rd.); (3) the J. McGowan Survey, Abstract No. 797 (generally west of the 2500 block of S. I-35 East) (4) the G. Walker Survey, Abstract No. 1330 (generally west of the 4100 block of Swisher Rd.); and (5) the M. Austin Survey, Abstract No. A-4 (generally west of the 1200 block of S. Loop 288). The potential purchases are related to the City's tree preservation initiatives. Consultation with the City's attorneys regarding legal issues associated with the potential 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 Rules of Professional Conduct of the State Bar of Texas. City of Denton Page 1 of 1 Printed on 3/31/2017 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 17-441, Version: 1 Agenda Information Sheet SUBJECT Denton Arbor Day City of Denton Page 1 of 1 Printed on 3/31/2017 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON File #: ID 17-363, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Harry Eaddy regarding the Denton Black Film Festival. City of Denton Page 1 of 1 Printed on 3/31/2017 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DENTON File #: ID 17-402, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Margarete Neale regarding gas leaks in the Guyer neighborhood. City of Denton Page 1 of 1 Printed on 3/31/2017 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-091, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Denton Municipal Electric ACM/CM: Todd Hileman DATE: April 4, 2017 SUBJECT Consider adoption of an ordinance of the City Council of the City of Denton, Texas authorizing the City Manager to execute an Engagement Letter with the law firm of David A. Portz, P.C., Houston, Texas, for Professional Legal Services to be provided to the Energy Management Organization of the City's Electric Department, Denton Municipal Electric; authorizing the expenditure of funds therefor; providing an effective date (File No. 5554 -in the additional amount of not -to -exceed $75,000, aggregating not -to -exceed $250,000). The Public Utilities Board recommended approval (6-0) on 3/21/2017 (PUB 17-033). BACKGROUND In order to meet the demands of the operations of the Energy Management Organization (EMO) additional professional legal services are required by the City Attorney's Office. These demands, while occurring periodically, do not require a full-time attorney. What is needed, though, is a very experienced attorney whose practice is in the area of power trading and power -related transactions. Mr. David A. Portz is such an attorney and came highly recommended to the City Attorney's Office. Specifically, Mr. Portz has participated at the national industry level in developing the standard form agreements which are used throughout the energy industry and has the experience and familiarity with the power industry and its participants and attorneys to negotiate favorable terns and conditions for his clients. Mr. Portz has been assisting the City Attorney's Office in meeting these specialized needs of the EMO since May 2014. Beyond his qualifications and experience, Mr. Portz's fee structure is competitive in the market and responsiveness to both of the City Attorney's Office and the EMO is excellent. Initially, the legal services of Mr. Portz were used to develop agreements to support wholesale power purchases and sales for repeated short -tern (less than 3 years) transactions and to work with the City Attorney's Office and the EMO in negotiating these agreements with other energy market participants. Subsequently, Mr. Portz has assisted in the negotiation and documentation of these short -tern trading transactions. The activities of the EMO have increased and the further legal services of Mr. Portz are required by the City Attorney's Office to support on-going contract negotiations, the continued development and refinement of agreements to support specialized energy marketing and trading transactions and master agreements, and regulatory compliance related to trading documentation. Mr. Portz will be working with the City Attorney's Office and EMO on the following: Negotiating agreements with counterparties to buy or sell wholesale energy, including: - facilitating dialog with counterparty attorneys on contract language needed to allow City to comply with both federal and Texas law; - supplementing the City Attorney's Office with highly specialized knowledge on energy market -related contracting matters, particularly credit documentation issues and hedging arrangements in the energy industry; and City of Denton Page 1 of 3 Printed on 3/31/2017 povveied by I_egivt9i IN File #: ID 17-091, Version: 1 - other issues that arise from time to time. Assessment and implementation of Dodd -Frank -related compliance measures for the City's EMO. On April 28, 2014 the City entered approved the original agreement with Mr. Portz for an amount not -to -exceed $75,000, within the City Manager's delegated signature authority, for legal services relating to the review and negotiation of agreements with various counterparties in physical power transactions. On November 18, 2014 the City entered into a first supplemental engagement letter with Mr. Portz for an additional amount not -to - exceed $50,000 and increased the scope of Mr. Portz's professional services. The Council approved the engagement by Ordinance No. 2014-393. Last year, on March 1, 2016 the City entered into the second supplemental engagement letter with Portz for an additional amount not - to -exceed $50,000 and increased the scope of Mr. Portz's professional services. The Council approved the engagement by Ordinance No. 2016-065. Both the City Attorney's Office and the EMO have been pleased with the perfonnance by Mr. Portz and wish to continue the engagement. Staff is seeking an additional expenditure authority of not -to -exceed $75,000, aggregating an amount not -to -exceed $250,000. RECOMMENDATION City staff recommends that the Board approve the third supplemental and amended engagement letter with Portz. ESTIMATED SCHEDULE OF PROJECT The services to be perfonned will begin immediately upon Council approval. The agreement will remain in effect for the period which may be reasonably required. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On March 27, 2017, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. FISCAL INFORMATION The legal services will be funded from Denton Municipal Electric Power Supply Administration Operating Account# 600002.7856.9210A. BID INFORMATION In accordance with Texas Local Government Code 252.022, the procurement of professional services is exempt from the requirement of competition based selection. The City of Denton has previous successful experience with the recommended Finn, and has elected to not seek qualification based competition for these identified services. 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: Organizational Excellence Related Goal: 2.3 Promote superior utility services and facilities EXHIBITS 1. Proposed Ordinance 2. Third Supplemental and Amended Engagement Letter 3. List of Counterparties Respectfully submitted: Lawrence Collister, 349-8333 City of Denton Page 2 of 3 Printed on 3/31/2017 povveied by I_egist9i I;, File M ID 17-091, Version: 1 Deputy City Attorney Prepared by: Lisa Collaud Business Analyst- Energy Services City of Denton Page 3 of 3 Printed on 3/31/2017 povveied by I_egivt9i IN S:ALegal\Our D0cuments\0rdinances\17\1)ME-EMO-Portz-Supplemental Engagement 3-11SA-0rdinance-Aoc ORDINANCE NO. 2017 - AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON AUTHORIZING THE CITY MANAGER TO EXECUTE AN ENGAGEMENT LETTER WITH THE LAW FIRM OF DAVID A. PORTZ_,, P.C., HOUSTON, TEXAS FOR PROFESSIONAL LEGAL SERVICES TO BE PROVIDED TO THE ENERGY MANAGEMENT ORGANIZATION OF THE CITY'S ELECTRIC DEPARTMENT, DENTON MUNICIPAL ELECTRIC; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING AN EFFECTIVE DATE (FILE NO. 5554 - IN THE ADDITIONAL AMOUNT OF NOT -TO - EXCEED $75,000, AGGREGATING NOT -TO -EXCEED $250,000). WHEREAS, the City Council deems it necessary, appropriate, and in the public interest to continue the engagement of David A. Portz, P.C. of Houston, Texas to provide professional legal services relating to the operations and regulatory compliance of the Energy Management Organization of the City's electric department, Denton Municipal Electric; and WHEREAS, on April 28, 2014, the City Manager approved the original Engagement Letter to provide professional legal services to the City of Denton in the amount of not -to -exceed $75,000; and WHEREAS, on November 18, 2014, the City Council considered a supplement and first amendment to the Engagement Letter, in the additional not -to -exceed amount of $50,000; and enacted Ordinance No. 2014-393; and WHEREAS, on March 1, 2016, the City Council considered an amended Engagement Letter, in the additional not -to -exceed amount of $50,000; and enacted Ordinance No. 2016-065; and WHEREAS, there is a need to further engage the services of David A. Portz, P.C. as there are ongoing duties regarding the negotiation of EEI Master Agreements, ISDA Master Agreements, Dodd -Frank regulatory compliance, and other duties which require the services of specialized legal counsel; Staff is seeking the sum of an additional $75,000 for such legal services through the end of the next Fiscal Year; the total not -to -exceed amount for this professional is not -to -exceed $250,000; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act," generally provides that a City may not select a provider of professional services on the basis of competitive bids, but must select the provider of professional services on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; and the City Council finds and concludes that the law firm of David A. Portz, P.C., Houston, Texas (the "Firm") is appropriately qualified under the provisions of the law to be retained as outside legal counsel for the City; and WHEREAS, the City Council has provided in the City budget for the appropriation of funds to be used for the procurement of the foregoing additional professional legal services, as set forth in the third supplemental and amended Engagement Letter; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations in the preamble are true and correct and are incorporated as part of this ordinance. SECTION 2. The City Manager, or his designee, is authorized to execute the attached Engagement Letter dated February 1, 2017 with the law firm of David A. Portz, P.C. for further professional legal services relating to the Energy Management Organization of the City's electric department, Denton Municipal Electric. The Engagement Letter is attached hereto as Exhibit "A," and is incorporated herein by reference. SECTION 3. The award is made on the basis of the demonstrated competence and qualifications of David A. Portz, P.C. (the "Firm") and the ability of the Firm to perforin the professional legal services needed by the City for a fair and reasonable price. SECTION 4. The expenditure of funds as provided in the attached Engagement Letter is hereby authorized. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY By: ZI 2 CHRIS WATTS, MAYOR DAVID A. PORTZ PC 3000 Bissonnet St. Suite 8306 Houston, TX 77005 Office 713-533-0075 Cell 713-417-9116 david. portz(o)portzpc. com February 1, 2017 Via e-mail to Larry.Collister ci,cityofdenton.com Mr. Larry Collister Deputy City Attorney City Attorney's Office City of Denton 215 E. McKinney Denton, TX 76201 Re: Engagement Letter between City of Denton, Texas ("City") and David A. Portz PC ("PPC") dated as of February 28, 2017 (the "Effective Date") Dear Larry: This letter describes the basis on which my professional corporation will provide legal services on the matters described below, in continuation of our existing relationship relating to same. 1. Scope of Engagement, Fees PPC Activities outside Engagement. PPC and Client are entering this services agreement to engage PPC to provide legal counsel to Client on (i) examination, analysis and assistance in negotiation of EEI and NAESB energy commodity Master Agreement documentation with certain designated prospective counterparties of Client, and examination, analysis, assistance in negotiation and preparation of other pertinent documentation related to creation of such commercial relationships, e.g., counterparty credit support documentation or netting arrangements, (ii) examination, analysis and assistance in the negotiation of ISDA Master Agreement documentation with certain designated prospective counterparties of Client, and examination, analysis, assistance in negotiation and preparation of other pertinent documentation related to creation of such commercial relationships, e.g., counterparty credit support documentation and/or Dodd Frank Act ("DFA") contracting and documentation requirements, (iii) assistance with City's preparation for and implementation of DFA -oriented regulatory compliance measures, and (iv) such financial and physical commodities market -related contracting, transactions, matters and issues as Client and Firm may from time to time jointly determine, following requisite conflicts - checking and task definition. We have agreed as to the subject matter of the legal services described in this letter that PPC shall bill the time of David Portz to Client at the rate of $440.00 per hour for his services. Services hereunder shall be limited such that (i) aggregate fees billed shall not exceed Client's budgeted amount of $75,000.00 in relation to this agreement, and (ii) aggregate costs billed pursuant to Paragraph 2 below shall not exceed $10,000.00. This agreement covers PPC's provision of services until June 30, David A. Portz PC 2-1-17 Engagement Letter — City of Denton 2018 or the full disbursement hereunder of the above referenced budgeted fees amount, whichever shall earlier occur. 2. Costs: In addition to fees for services, PPG invoices will include allowable, reasonable charges for documented disbursements, including parking, travel (transportation, lodging and meals when pertinent to business travel outside the Houston Texas inner loop area connected with representation of Client), computerized legal research, postage, messenger, courier and third party photocopying services, telephone charges, filing fees, etc. Time spent traveling in connection with Client matters will to the extent practicable be utilized to review and make progress on Client matters subject to this engagement, to maximize the value derived by Client from compensation of PPC for that time. 3. Billings: PPC will render monthly statements of the professional services performed under the engagement, together with an itemization of the expenses incurred for Client's account in connection with such matter. PPC monthly statements will be prepared and e-mailed on or before the 10'h day of the month following the month in which services are rendered. Payment is due on or before the end of the month in which such invoice was delivered, assuming all pertinent information is provided on the statement. PPC reserves the right to collect interest at a rate of 3% per annum on any amounts remaining unpaid on a delivered invoice beyond such invoice's due date, as well as to accelerate all unpaid monthly invoiced amounts to a single payment immediately due and owing. On assurances of timely satisfaction by Client of PPC conforming invoices, no retainer amount was specified in relation to this engagement. 4. Task Organization Matters: PPC will strive to meet the timing requirements Client indicates with respect to any projects assigned. PPC is sensitive to the need to be efficient and economical in providing legal services to Client. To that end, PPC will coordinate with you on its delivery of legal services and strive to work closely with Client staff as may be necessary or appropriate to adhere to Client's internal controls and enhance efficiencies. Where PPC is requested by senior commercial or credit representatives of Client to undertake legal services on Client's behalf, PPC shall take up such tasks sensitive to the time constraints communicated but strive to promptly coordinate with you or other pertinent Client legal group members to assure such matters are appropriate to this engagement. 5. Document retention: Unless agreed otherwise, stored PPC materials will be scheduled for disposal following the passage of two years. PPC will take appropriate measures to maintain such materials confidential. 6. Communication with City. PPC recognizes, understands and acknowledges that, as outside legal counsel to the City, PPC is an extension of the City's Legal Department. As such, the City Attorney's office will be the main point of contact with PPC and that communications with the City's electric department, to the extent possible, also include one or more members from the City's Legal Department. Further, the City's Legal Department will receive copies of any and all communication not primarily directed to it. Consistent with my ethical and professional standards, PPC will endeavor to adhere to the Legal Department's directions. I look forward to continuing work with you, Larry, and serving the City's electric utility, Denton Municipal Electric. Please cause a copy of this letter to be countersigned on behalf of Client and returned to me at your soonest convenience. 2 David A. Portz PC 2-1-17 Engagement Letter — City of Denton This agreement when executed will be effective as of the Effective Date. ely, David Portz for David A. Portz PC Approved and Agreed: City of Denton, a Texas home -rule municipal corporation By:_ Name: Title: ATTEST: JENNIFER WALTERS, CITY SECRETARY 0 APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY 3 b By: -- Q, 3 March 30, 2017 List of Energy Management Organization Counterparties CURRENT COUNTERPARTIES Citigroup Energy Direct Energy EDF Trading City of Garland LC RA Morgan Stanley Capital Group Nextera Power Marketing Noble Americas Gas & Power Northern States Pacific Summit Shell Energy North America Tenaska ONGOING NEGOTIATIONS Calpine Exelon Trailstone Group Dynergy Shell Energy Trading Citigroup Energy Morgan Stanley City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-321, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Development Services CM/ACM: Todd Hileman DATE: April 4, 2017 SUBJECT Consider adoption of an ordinance releasing, abandoning and vacating a public drainage easement granted to the City of Denton, Texas, by CPM Financial Corporation on July 2, 2004 and recorded in Cabinet V Page 760, Real Property Records, Denton County, Texas, situated in the B.B.B. & C.R.R. Co. Survey, Abstract No. 186, Denton County, Texas, and located within the 1600 block of Stuart Lane. [Amending Plat, The Village Phase 1, Lots I & 2A Block 4] BACKGROUND The request is to abandon and vacate a public drainage easement located along the south boundary line of Lot IA and 2A Block 4 of the Village Phase I. The drainage easement was conveyed to the City in 2004 for the development of Lot IA and 2A, The Village Phase 1 Addition. The drainage easement was established to provide protection of an area that would encompass the encroachment of the flood way onto the subject property. Subsequently, on March 2, 2006, the Federal Emergency Management Agency (FEMA) issued a Letter of Map Revision Based on Fill Determination Document (Removal), which remapped the limits of the floodplain and floodway to an area outside the boundaries reflected on the lot thereby eliminating the need for this easement. The owner of Loy IA submitted plans for a fence along the rear property line of lot IA and it was discovered that the redundant easement was compromising the owner's ability to install a perimeter fence. Due to the fact that the easement is no longer needed and in an effort to assist the property owners of both lots in using their property to the fullest extent, an abandonment request was reviewed by Development Services staff and, after consulting with DRC Engineering and Real Estate, staff recommends the approval of the abandonment. Staff findings after conferring with the appropriate divisions were: 1. The requested easement abandonment tract fits the criteria of "excess easement." Excess easement is defined as: Property rights acquired or used by the City for easement subsequently declared excess (not needed for any public project, the continuation of operation and maintenance of public facilities, and/or no foreseeable drainage application in the future). 2. The easement abandonment tract is not slated for utilization for any future public drainage. 3. The easement abandonment will be in the public interest, because the area for the subject abandonment will no longer be needed by the public. City of Denton Page 1 of 2 Printed on 3/31/2017 povveied by I_egivt9i IN File #: ID 17-321, Version: 1 4. This abandonment will not set precedent, because the above three standards have been met. OPTIONS 1. Approve the proposed ordinance. 2. Not approve the proposed ordinance. 3. Table for future consideration. RECOMMENDATION Staff recommends approval of the ordinance. ESTIMATED SCHEDULE OF PROJECT Spring of 2017. EXHIBITS 1 Release of Easement with Ordinance 2 Site Map Illustrating Drainage Easement 3 FEMA Map Illustrating New Area Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Rodney Patterson Building Official City of Denton Page 2 of 2 Printed on 3/31/2017 povveied by I_egist9i I;, S:\Legal\JADE Planning and Zoning Folders\2017.005 HHA for Fence Issue\Bianum Drainage Easement Abandonment Ordinance.docx ORDINANCE NO. AN ORDINANCE ABANDONING AND VACATING A DRAINAGE AND FLOODPLAIN EASEMENT ON PROPERTY MORE PARTICULARLY DESCRIBED AS LOT I A, BLOCK 4, THE VILLAGE, PHASE I, AN ADDITION TO THE CITY OF DENTON, RECORDED IN CABINET V, PAGE 7fi0 OF T11E PLAT RECORDS OF DENTON COUNTY, TEXAS; AND PROVIDING AN EFFECTWE DATE. WHEREAS, the City of Denton (the "City") is the grantee of a certain drainage and floodplain easement located on the property described as Lot 1A, Block 4, The Village, Phase I, an addition to the City of Denton, County of Denton, Texas (the "Property") and reflected on the plat recorded in Cabinet V, Page 760 of the Plat Records of Denton County, Texas (the "Easement") which said Plat is attached as Exhibit A to this Ordinance and incorporated herein; and WHEREAS, on March 2, 2006, the Federal Emergency Management Agency (FEMA) issued a Letter of Map Revision Based on Fill Determination Document (Removal), eliminating the need for the Easement on the Property; and WHEREAS, Bianum Revocable Trust, as the owner of the Property, has requested the City to abandon and release the Easement on the Property; and WHEREAS, the City Council has reviewed the abandonment request of the Property owner and finds that the abandonment and release of the Easement is in the best interest of the City of Denton and its citizens and the Easement on the Property is no longer needed for public use; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Drainage and Floodplain Easement depicted on the Plat in Exhibit A is hereby closed, abandoned, and vacated. Notwithstanding anything to the contrary, nothing contained herein shall affect, and the City hereby retains and reserves any and all rights it may have in all other easements and/or rights of way, including without limitation, street rights of way and utility easements, whether conveyed by other instruments, or dedicated or established by plat, in which the Easement may cross and/or overlap. SECTION 2. The City Manager is hereby authorized to sign a Release of Easement in the form attached hereto as Exhibit B, to be filed in the Deed Records of Denton County, Texas. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. Page 1 of 2 S:\legal\JADE Planning and Zoning Folders\2017.005 HHA for Fence Issue\6ianum Drainage Easement Abandonment Ordinance.docx PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY By: Ae �r i Page 2 of 2 I �, -a-, 414 �, 881-1-113y u UC Ooo ay E'o`n tic°�°a 4v 'co'ao = Ub oroUuo W.cd �-°o U O Oona �O W`yiWtocxcu `o N � VO.j Oma- btiy Ol y4C,[,�EN.[ O W 3Cq �° 4U QOC Up°` opo P�o� „I 3 b°j" no Wv,�^o oU <O we<m0 o„ic�j�o� 2 2 b” OwOC °p�eCb O{�-NOoo�3E-_.pa0 > tiz uQlU Ueohti .'y°4b_�gM�uou cn OU o55mo:�2o��U�°u�ou«�°c 3 0 O N I �I "i (vgoif o �'c u i I :A •r• i v. 4 J O M� �! I 1 1 Dpi ��CN TI � .��]ee.••y�pp. B It �c -0 E i „pap oaE I I y S OU to o i�oo aU. �F-On nlf �ol�� o„a o _ �E`•v_ sc 1 a � WEA Vm ��c \'! 2pOU0 1 b cE`j ��! o 3 ysmoc voO o Ioi } �yO > \ 0 2 0 1>2 1n U<4 --------------0"d j*MJls------------- (M o a .av) 0 b 2 0°bi 09 J'6 .._. _______ _____________________-.___-___-------- ---------- - 16” � NCJ°O O Goo RW eo_-0c OU dy uE"U W� f h 1 o � W > 2 O � H� C ¢ Oy Q 4 M M.rl .k flrlk W W w z 3 O m0 W lil �� W � Q�2�W •��k Mme: AMY [� 2z �� �W� UU 2HOm2� i -i r' U< UW2�gW ¢Ol`Q'-40X� O -Irixl � I� W 02W 02W 20 j~ d� utOa O¢OH _�A W�+ro� n J Va OUk�k`�WWky O C u7a U34 t� h^' polo uo .� xxax0.�lnnullxun� N= iC-o = v, QJ 4D Vim U3t. Ojd _r�W�VLi'^4.(� i HU' J�H w F V- Z o rn ^ LJ rn t- m O x h W ON ^ O F�s>o r~ t` (ZS: x W LJ1 mgr �' o =3 z WU�N�N �NZWf a or--tQ OZ \<�XO Vm—ZU N wzZOiN W<IZM WW;m >am0.�ONIrpO W O IxI Z�W n'ZMZY Rar-DON <"K m U�f- WN�OO�WO 1. M 000— VJJY pv o �fnY o +W K Z N p > <p N p <J�N ss T (AT m OZ J11 Z< 0 O N I �I "i (vgoif o �'c u i I :A •r• i v. 4 J O M� �! I 1 1 Dpi ��CN TI � .��]ee.••y�pp. B It �c -0 E i „pap oaE I I y S OU to o i�oo aU. �F-On nlf �ol�� o„a o _ �E`•v_ sc 1 a � WEA Vm ��c \'! 2pOU0 1 b cE`j ��! o 3 ysmoc voO o Ioi } �yO > \ 0 2 0 1>2 1n U<4 --------------0"d j*MJls------------- (M o a .av) 0 b 2 0°bi 09 J'6 .._. _______ _____________________-.___-___-------- ---------- - 16” � NCJ°O O Goo RW eo_-0c OU dy uE"U W� f I AN mol I I] N s:\legal\jade planning and zoning folders\2017.005 hha for fence issue\release of drainage easement - bianum revocable trust.doc NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR DRIVER'S LICENSE NUMBER. RELEASE OF EASEMENT WHEREAS, the City of Denton (the "City") is the grantee of a certain drainage and floodplain easement located on the property described as Lot IA, Block 4, The Village, Phase I, an addition to the City of Denton, County of Denton, Texas (the "Property") and reflected on the plat recorded in Cabinet V, Page 760 of the Plat Records of Denton County, Texas (the "Easement") which said Plat is attached as Exhibit 1 to this Release and incorporated herein; and WHEREAS, on March 2, 2006, the Federal Emergency Management Agency (FEMA) issued a Letter of Map Revision Based on Fill Determination Document (Removal), eliminating the need for the Easement on the Property; and WHEREAS, Bianum Revocable Trust, as the owner of the Property, has requested the City to abandon and release the Easement on the Property; and WHEREAS, the City Council has approved the abandonment request of the Property owner and has determined that the Easement on the Property is no longer needed for public use and thus files this Release. NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS THAT: The City of Denton, a Texas home rule municipal corporation, for and in consideration of Ten (10) Dollars and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by City and Landowner, have forever released and abandoned the Drainage and Floodplain Easement, as depicted in Exhibit 1. Notwithstanding anything to the contrary herein, nothing contained herein shall affect, and the City hereby retains and reserves, any and all rights it may have in all other easements and/or rights of way, including without limitation, street rights of way and utility easements, whether conveyed by other instruments or dedicated or established by plat, in which the Easement may cross and/or overlap (the "Non -Released Interests"). Executed this , day of , 2017. CITY OF DENTON By: TODD HILEMAN, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY:i%� Acknowledtement State of Texas § County of Denton § This instrument was acknowledged before me on the day of , 2017, by Todd Hileman, City Manager, City of Denton, a Texas home rule municipal corporation, on behalf of said municipal corporation. Notary Public Page 2 NoIIvDo'I IDgfo'dd Ut_ 6.1 O oo� �O w`WW{cbu opo VI V 000a«.rb 4'�2UbC o.mN4aNN Ij''�C CLQ p°O WO�q � p��lVi Yv�oOp 0 o;�Uo ao 0o c -.$ryl w 3°4 ��~4c 3oNr �o SUG V'COO NI U .pKOQ`mo0 DYoe�m>.� « o; p� iWa`�O°�cUo pryNoopCt E4 .co 2 O� 0y. moy O`oo 3`"ti `.qo o,`wmoov ti cn OU o««mo :�2o��C3«°moo°um�21 O O N .. I �. O Oq Q H vl {V�� O .i4 y ` _ OU'.— _-c Np� O I 1 I O«� wUN II M iu Ie c Y IZ i �° > s Uw 14 $N(v�l �.IE c y �uDo �.� ��l0 2 0� �U o '� j o - qL _oCa� `\ I� y� is rn < qeU "u°q,, ,._��oN op \� to kW c 1U>Qc 4 Iv ly 4 tip>,.4N«r7 .0 h d/ y Z o- C I `�li WO c C'4W ti5`c I �� ti ooD � V aO ao o I v Q�j�o Q$E c�°c `v pO oEo lo`u ` Qti � po Iq � uV`pje].'L. Clic N� I e a I�y �Oi O� Wao� Q to W`r oOw"=LOQ I C �a -------------�i16N-11fWi1S— — - 0N ' 0/ 9 ____ —.- _`i_—yW/.•_._p3_�y__— `__1�� _h_.(L_¢ L .rs- _ t_`P _/h__a. _O_`5H_9_O 1— 7 IN + _ .. Cn J~ -^N ffd oUl -J I U ` .0009 O h 1 o z 00 \ Y v xQ yti Q x r.>Mr r it N NO >w y OU43 3 i �� o QWCO O 22 W¢ K 4 ��2p� UV2H0�2vwi r.���l WY H. o G Qy �W i tij�0OWO4O>m22� H r w �� UV WUQ x0:044 QOU2K z�0� O - _ ��1 IM XI O �8 Z H LJ.i 2 1� m2 Q�4 O~OW 3xKWQ2wW W� •W i� 1�1 �: O UO 44 A j II U301nOU��y,��a ii II W N 2 2 • V Q F-1 U O h II q it U it ii 11 2 II II p II II W II ry z W Vi �? ].U0�0o d W ■ A y N ti i zsW aa�ov\aa 2ti In QJ 40 In 0i4 U3t�vjdti�W�-UW�Wcn O _ C7 Z W<1r Z t x w W 'S O O© a o xOSx C iSwN Z O w�� N O n N o U rn aWPm0X F�m�i- ti t woz n > �UOFV��W mU k a WU0N:6N r- 7 X2WZ V `' �NZo WY .. t>:ZZO�iN W<MZM P4 U�Oj"., �aznz�Z.m U'Orf 0.ziw �dOON .7 Z QW�N O <OZNom ss O o tnom Oz JW < O O N .. I �. O Oq Q H vl {V�� O .i4 y ` _ OU'.— _-c Np� O I 1 I O«� wUN II M iu Ie c Y IZ i �° > s Uw 14 $N(v�l �.IE c y �uDo �.� ��l0 2 0� �U o '� j o - qL _oCa� `\ I� y� is rn < qeU "u°q,, ,._��oN op \� to kW c 1U>Qc 4 Iv ly 4 tip>,.4N«r7 .0 h d/ y Z o- C I `�li WO c C'4W ti5`c I �� ti ooD � V aO ao o I v Q�j�o Q$E c�°c `v pO oEo lo`u ` Qti � po Iq � uV`pje].'L. Clic N� I e a I�y �Oi O� Wao� Q to W`r oOw"=LOQ I C �a -------------�i16N-11fWi1S— — - 0N ' 0/ 9 ____ —.- _`i_—yW/.•_._p3_�y__— `__1�� _h_.(L_¢ L .rs- _ t_`P _/h__a. _O_`5H_9_O 1— 7 IN + _ .. Cn J~ -^N ffd oUl -J I U ` .0009 O Easement Abandonment Aerial Map GraphicalCounty Certified Parcels 0 15 30 60 OFeet 5 R y_ ctry i "".V ✓� Devefrs rnerrt Services > GIS Date: 3/29/2017 Denton and have been madpa available o the Pu bllcebesiedson the Public Informa�on A cL Th ehCit dYf D o 0o makes every effort to preoauoeland'pob�sh the most wreent and aeeureleul formeetion possible. I�o warrant%s, expressed or�mpliedea2 prohvlde�dfor 111,11h. ll the data herein, its use, or its interpretation. UPlizahon of this map indicates understanding and acceptance of this statement m III City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com DEN, ` ON File #: ID 17-400, Version: 1 Legislation Text Agenda Information Sheet SUBJECT Consider approval of the minutes of March 7, March 20, March 21, March 28, and March 30, 2017. City of Denton Page 1 of 1 Printed on 3/31/2017 povveied by I_egivt9i IN CITY OF DENTON CITY COUNCIL MINUTES March 7, 2017 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, March 7, 2017 at 1:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Pro Tem Roden, Council Member Wazny, Council Member Briggs, Council Member Hawkins, Council Member Gregory, Council Member Bagheri, and Mayor Watts. ABSENT: None. Citizen Comments on Consent Agenda Items Willie Hudspeth, 623 Newton, addressed the Council regarding Consent Agenda Items L, K, E, F, and G. 2. Requests for clarification of agenda items listed on the agenda for March 7, 2017. Staff responded to Council's requests for clarification of the following items: Council Member Briggs —pull Consent Agenda Items E and F for individual consideration. Council Member Briggs — Consent Agenda Item K Council Member Hawkins — Consent Agenda Item I Mayor Pro Tem Roden —pull Consent Agenda Item Q for individual consideration Work Session Reports A. ID 17-231 Receive a report, hold a discussion, and give staff direction regarding the FY 2015-16 Comprehensive Annual Financial Report and annual audit. Chuck Springer, Director of Finance, introduced Nicole Bradshaw with Tiller, Brown, and Hill who performed the City's external audit. Bradshaw gave an overview of the firm's opinion letter for the CAFR and stated that the City was getting an unmodified opinion, which was the best opinion that a City could receive. Mayor Pro Tem Roden asked if compliance with federal and state grant requirements were centralized or performed in departments. Bradshaw responded that they were performed in individual departments. Council Member Gregory asked if there were other types of opinions issued by the auditor. Bradshaw responded that the auditors could also issue a modified opinion to note specific issues. Council Member Briggs asked if any Audit Finance Committee members had comments on their meeting. City of Denton City Council Minutes March 7, 2017 Page 2 Bradshaw responded that the committee presentation went into more detail of the process and discussed a few minor policy and administration issues. B. ID 17-289 Receive a report, hold a discussion and give staff direction regarding the use of the Prescott Tract at US 380 and Virginia St., which is currently owned by Denton Municipal Electric. John Cabrales, Director of Community Affairs, gave a report to the Council regarding property at US 380 and Virginia St, known as the Prescott property. Cabrales stated that staff had been reviewing options for a joint land use project for the property. Proposed uses of the property included (1) two acres for a fire station (49) and a police district office; (2) a trailhead for a future Cooper Creek trail; and (3) a future rail station and parking for the Denton County Transportation Authority. In the near term, the project could include 350 shared parking spaces. Council Member Briggs asked why DCTA would need 350 parking spaces. Jim Cline with DCTA stated that the parking spaces proposed were on par with DCTA's other stations. He stated that the proposed spaces could help with the parking shortage at the Downtown Denton Transit Center. Council Member Bagheri asked about the taxable value of the property in question. Mayor Pro Tem Roden asked if DCTA was currently running shuttles for TWU. Cline responded that they were not currently running shuttles, but they had been in conversations with the University to partner on shuttles. Mayor Pro Tem Roden asked about future commuter bus service in Denton. Cline responded that they had identified the US 380 corridor as an opportunity for commuter bus service, which could be served by a Park and Ride station at this property. Mayor Pro Tem Roden asked if a new station would be a northern terminus for the A -Train. Cline confirmed that it would be a northern terminus because of property issues at the Downtown Denton Transit Center, population trends in Denton County, and current ridership. Mayor Pro Tem Roden asked about the route of the line. Cline stated that they had been in conversation with the Union Pacific Railroad and DCTA would need approximately 50 feet of additional property to run the lines parallel along the Mingo corridor. Council Member Wazny stated that the value of the property was in the land banking opportunity for police and fire services. She asked if the property was adequate for future needs. Fire Chief Robin Paulsgrove stated that the land identified would be adequate; as an in -fill station, the footprint of the station would be smaller than the new stations under construction. City of Denton City Council Minutes March 7, 2017 Page 3 Council Member Wazny asked if the total parking would be 500 spaces. Cline stated that the near term parking would be 350 spaces, and if the rail station was built 150 more would be added. The rail station would be built in a 10 -year time frame. Council Member Gregory asked to hear in the future more about the impact to Mingo Road if an additional 50 feet was needed for the rail line extension. Council Member Bagheri asked if there had been any studies on the need for transit in the area in question. Cline stated that they used the 2040 plan from the North Central Texas Council of Governments for ridership plans. They were looking at the northern terminus for the line to relieve parking congestion at the downtown station. Council Member Bagheri asked how far the proposed location was from current fire stations. Paulsgrove responded that the location was within 2.5 miles from the two nearest stations. He noted that the current location met the criteria for an infill station. He stated that the Fire Department would present information through the budget process about increases in call volume in this area and short-term efforts to meet increasing service demand through additional medic units. Council Member Bagheri asked if the additional station would decrease response time based on the call demand; and where the demand was increasing. Paulsgrove stated that they were seeing increases system -wide and in the southwest quadrant of the City, which were addressed with the additional medic unit. The greatest increase in the last year was in the southeast and northwest of Denton. Council Member Bagheri asked for additional data to support a fire station in the particular location. Council Member Briggs asked about the difference of an infill station. Paulsgrove stated that an infill station came between existing stations with equipment to meet current call volumes instead of building the station for future growth and equipment needs. Council Member Gregory asked if this station would provide backup for both the McKinney and Kings Row stations. Paulsgrove stated that this station would address the call volume of both. Mayor Watts asked if there would be an additional medic unit at Station Four. Paulsgrove stated that the additional medic would be a request in the budget process. Mayor Watts asked if medic calls were driving the response time. City of Denton City Council Minutes March 7, 2017 Page 4 Paulsgrove stated that medic units and an ambulance responded to medical calls, but that the department was implementing a new computer-aided dispatch system to help manage responses. Mayor Watts asked for additional data for each proposed use identified for the property, and more information on what private developer had made an entity and what the offer was. The Council directed staff to continue to move forward with the proposed uses for the property and to bring back more information and further discussion on each use. C. ID 17-298 Receive a report from staff regarding key financial information, an update on the Denton Energy Center project, and the status of the current Capital Improvement Program. Phil Williams, General Manager of DME, gave a presentation on key financial information for DME, including the organizational structure, financial overview, capital improvement plan, the Denton Energy Center, debt, and rates. Council Member Gregory asked questions of clarification regarding the TCRF and TCOS revenue lines. Council Member Bagheri asked if the revenue from TCOS would be less if the City had not upgraded transmission lines. Williams stated that if the City had not built the upgrades, another utility would have filed the costs and Denton customers would have paid the same or higher cost for the infrastructure. Council Member Briggs asked about the relationship between base rates and revenues. Mayor Watts asked if the Take or Pay component of TMPA was included in the purchased power and fuel costs. Williams confirmed that it was. Council Member Bagheri asked if the total cost were projected to go down over time. Williams stated that the costs were projected to be lower than they would have been without the implementation of the Denton Energy Center. Council Member Briggs asked questions of clarification about the percentage of costs associated with debt service and about the peak load for each substation. Williams stated that the chart showed the percentage capacity for each substation, but not the total capacity. Council Member Gregory asked why staff was focused on 50% capacity for each substation. City of Denton City Council Minutes March 7, 2017 Page 5 Williams stated that DME had done a study on load flow to improve system redundancy to maintain service in the event of equipment failure. Council Member Wazny asked if the load flow study was required by the federal government in response to system failures in other regions of the country. Williams stated correct. Council Member Briggs asked how the City would get its share of TCOS revenue for maintenance on TMPA lines. Williams stated that the TMPA TCOS revenues were shared among owner cities based on the ownership structure. Council Member Briggs asked why the map label for the Jim Christal substation changed from Denton Energy Center to Jim Christal. Williams stated that there was a distinction between a transmission and distribution project. Without the DEC project, the Jim Christal Station was scheduled in the future for upgrades. With the DEC project, the Jim Christal Station has been moved forward on the timeline and was planned to be bigger to accommodate the distribution. Mayor Pro Tem Roden asked if the distribution and transmission CIP expenses were planned before the DEC was approved. Williams stated that was correct. Mayor Pro Tem Roden asked what drove the increase in the CIP for transmission lines. Williams stated that the infrastructure replacement schedule increased since 2007 because the City was behind in both infrastructure replacement and planning for future growth. Council Member Briggs asked why the DEC was not shown on earlier CIP planning forecasts. Williams stated that DME looked at different options for generation but did not include it in the budget until it was approved by the Council. Council Member Gregory asked if details on the specific costs for the projects were publicly available. Williams stated that in order to get the best deal for the City, specific contract information for the engines and facility construction was confidential, at the request of the vendors. Chuck Springer, Director of Finance, reviewed the DME debt for each fiscal year. Mayor Watts asked about the components of the revenue side. Springer stated that the principal was paid off every year and reviewed DME's percentage of debt pay off. City of Denton City Council Minutes March 7, 2017 Page 6 Council Member Briggs asked if the DEC could be done if the other upgrades were not done. Williams stated that the PUC set the rates that could be charged for transmission. He presented the comparison of projected rates which included key assumptions of a 20 year debt service for the DEC, natural gas futures market (US Energy Information Administration), PPAs for Renewables (current and indicative pricing); and ERCOT Market Projections (heart rate and market volatility). Mayor Watts stated that the whole point in having these conversations was to make sure that Council and the public understood how this was determined. City Manager Hileman stated that this was a difficult issue to absorb and felt it was important to move forward. He was concerned about the over -simplification of the debt and needed to be careful not to over -simplify the issue. D. ID 17-324 Receive a report; hold a discussion, and give staff direction regarding the FY 2017-18 Budget Process. Chuck Springer, Director of Finance, reviewed the revised city budget process for the FY 2017- 18. The FY 2017-18 Budgetary Process would start with efforts to reduce inefficiencies, costs and duplication of services. The focus would be on cost containment strategies for all funds. Baseline budgets for all funds would be prepared and presented with an assumption of "no increase" in rates, fees or taxes. Staff recommended budgets would be based on cost containment efforts, goals for the upcoming fiscal year and beyond, and long-term financial plan. The Director of Finance would present all summary budget overviews to both Council and the Public Utilities Board with departmental staff presenting detailed information on rates, projections and capital plan. All presentations to PUB would be followed by the same to Council. Line item details and staffing levels will be given to PUB and Council in presentation materials. Springer briefly reviewed the 2017-18 budget schedule. Kenneth Banks, Director of Utilities, presented the volume forecasting for water and wastewater. He stated that this was something that had been done for the Public Utilities Board for many years. He stated that the volume forecasting was driven by growth in customers, usage, efficiency of appliances, irrigation systems, etc. which affected usage. The historical and projected peak day finished water production was reviewed and noted that annual rainfall was looked at as well as when the rainfall occurred. Banks reviewed raw water rights and requirements with indirect reuse that affected the forecasts along with the wastewater volume forecasting. The Solid Waste volume forecasting, residential collection services refuse and recycling, and the commercial collection services front and side load service were also reviewed. Williams reviewed volume forecasting data for annual electric residential customers; annual MWh sales for residential, commercial and industrial customers; and DME peak loads and trends. City of Denton City Council Minutes March 7, 2017 Page 7 Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall. 1. PLEDGE OF ALLEGIANCE The Council and members of the audience recited the Pledge of Allegiance to the U. S. and Texas flags. 2. PROCLAMATIONS/PRESENTATIONS A. ID 17-285 National Pancake Day and Shriners Hospitals for Children Day in Denton Mayor Watts presented the proclamation for Nation Pancake Day and Shriners Hospitals for Children Day in Denton. B. ID 17-286 Poison Prevention Week Mayor Watts presented the proclamation for Poison Prevention Week. 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 17-275 Bud Porter regarding ideas for helping to protect at -risk citizens. Mr. Porter spoke regarding deportation and immigration procedures and what our Police Department's response regarding sensitive areas in the city would be. 2. ID 17-329 Brad French regarding small cell attachments. Mr. French spoke regarding small cell attachments and moving forward in the city of Denton. C. Additional Citizen Reports Deb Armintor spoke regarding the meeting the Police Chief held regarding undocumented citizens in the City and suggested that the website have a section that provides some of the information for the public that the Chief had provided at that meeting. Willie Hudspeth spoke regarding racism and asked why there was only one African-American fire fighter employed by the City of Denton. 4. CONSENT AGENDA Mayor Pro Tem Roden motioned, Council Member Bagheri seconded to approve the Consent Agenda and accompanying ordinances and resolutions with the exception of Items E, F and Q. On City of Denton City Council Minutes March 7, 2017 Page 8 roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2017-073 A. ID 17-072 Consider adoption of an ordinance of the City of Denton, Texas amending the schedule of fees contained in Ordinance 2009-188 by adopting a new Development Services Department review and Engineering review fee schedule as authorized by the Denton Development Code for the City of Denton, and by repealing any provisions in conflict therewith and authorizing a refund of certain fees. Approved the minutes listed below. B. ID 17-172 Consider approval of the minutes of December 6, and December 13, 2016; and January 3, January 9, January 10, and January 24, 2017. Ordinance No. 2017-074 C. ID 17-194 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract for the acquisition of one (1) Peterbilt model 348 fuel truck for the City of Denton Fleet Department to be utilized by the Solid Waste and Recycling Department which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code, such purchases are exempt from requirements of competitive bidding; and providing an effective date (File 6371 -awarded to Rush Truck Center, Crane in the amount of $251,025.21). The Public Utilities Board recommends approval (6-0). Ordinance No. 2017-075 D. ID 17-223 Consider adoption of an ordinance of the City of Denton, Texas authorizing the City Manager to make application to the Texas Department of Housing and Community Affairs Emergency Solutions Grant Program and take all other actions necessary to obtain funding and implement the program; and providing for an effective date. Ordinance No. 2017-078 G. ID 17-256 Consider adoption of an ordinance authorizing the City Manager to execute a professional services agreement for engineering services associated with the City of Denton Water Distribution System Master Plan; providing for the expenditure of funds therefor; and providing an effective date (File 6388 -awarded to Freese and Nichols, Inc. in an amount not -to -exceed $213,300). The Public Utilities Board recommends approval (6-0). Ordinance No. 2017-079 H. ID 17-280 Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a first amendment to a contract between the City of Denton and Environmental Systems Research Institute, Inc. (ESRI) for the ESRI Small Enterprise License Agreement for the ArcGIS software suite licenses for an additional three (3) year period, extending the contract approved City Council on City of Denton City Council Minutes March 7, 2017 Page 9 March 4, 2014, in the amount of $75,000; providing for the expenditure of funds therefor; and providing an effective date (File 5466 -providing for an additional expenditure amount not -to -exceed $78,000, with the total contract amount not -to - exceed $153,000). Ordinance No. 2017-080 L ID 17-281 Consider adoption of an ordinance accepting competitive proposals and awarding a three (3) year agreement for Collection Services for Utilities (Part A), and Fire/EMS and Miscellaneous Receivables (Part B) by and between the City of Denton, Texas and Credit Systems International, Inc.; providing for the expenditure of funds therefor; and providing an effective date (RFP 6133 Parts A and B -awarded to Credit Systems International, Inc. in the not -to -exceed amount of $243,817). The Public Utilities Board recommends approval (7-0). Ordinance No. 2017-081 J. ID 17-282 Consider adoption of an ordinance accepting competitive proposals and awarding a three (3) year agreement for Collection Services for Municipal Court Fines (Part C), by and between the City of Denton, Texas and Linebarger, Goggan, Blair, and Sampson, LLP; providing for the expenditure of funds therefor; and providing an effective date (RFP 6133 Part C -awarded to Linebarger, Goggan, Blair, and Sampson, LLP in an amount which is contingent upon its monetary recoveries from persons, in accordance with the percentages expressed in attached contract). Ordinance No. 2017-082 K. ID 17-283 Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the repair of the north bound lanes of Colorado Boulevard from Mayhill Road to Loop 288; providing for the expenditure of funds therefor; and providing an effective date (RFP 5241 -awarded to Floyd Smith Concrete, Inc., in the not -to -exceed amount of $616,013.46). Ordinance No. 2017-083 L. ID 17-284 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of electric fault circuit indicators for Denton Municipal Electric to be stocked in the City of Denton Distribution Center; providing for the expenditure of funds therefor; and providing an effective date (RFP 6327 - awarded to Anixter Inc. in the amount of $225,000 and Techline, Inc. in the amount of $55,000 for a three (3) year total not -to -exceed of $280,000). Ordinance No. 2017-084 M. ID 17-287 Consider adoption of an ordinance releasing, abandoning and vacating a 2.249 acre public drainage easement granted to the City of Denton, Texas, by Teasley Commons, Ltd. on August 5, 2004 and recorded as Instrument No. 2004-111117, Real Property Records, Denton County, Texas, situated in the C. Poulallier Survey, Abstract No. 1006, Denton County, Texas, and located within the 3200 block of Teasley Lane. [Minor Plat, Teasley Commons, Lots 5 & 6 Block A] City of Denton City Council Minutes March 7, 2017 Page 10 Ordinance No. 2017-085 N. ID 17-293 Consider adoption of an ordinance accepting competitive proposals and awarding a public works contract for the construction of the Middle Road Entrance to the City of Denton ECO-W.E.R.C.S. facility to be located on South Mayhill Road; providing for the expenditure of funds therefor; and providing an effective date (RFP 6218C -awarded to Jagoe-Public Company in the not -to -exceed amount of $1,477,571). The Public Utilities Board recommends approval (6-0). Ordinance No. 2017-086 O. ID 17-294 Consider adoption of an ordinance of the City of Denton, a Texas home rule municipal corporation ("City"), approving the exchange of a 4.936 acre tract owned by the City located in the David Hough Survey, Abstract, No. 646, Denton, Denton County, Texas ("City Property"), to Kevin Nelms and Richard Greb and wife, Nancy Greb ("Nelms-Greb), for a 3.457 acre tract owned by Nelms-Greb, also located in the David Hough Survey (Nelms-Greb Property), both tracts having comparable values of $537,530 (City Property) and $527,054 (Nelms-Greb Property); authorizing the City Manager in accordance with Texas Local Government Code § 272.001(b)(3) to execute a real estate exchange agreement with Nelms-Greb together with any other documents necessary to exchange the City Property for Nelms-Greb Property; and, providing an effective date. [Mayhill Road Widening - Nelms/Greb Parcel M137_M138 disposition] Ordinance No. 2017-087 P. ID 17-331 Consider adoption of an ordinance releasing, abandoning and vacating 0.037 acre and 0.159 acre of drainage easement granted to the City of Denton, Texas by Kevin Nelms, Richard Greb and wife, Nancy Greb recorded as Instrument No. 2014-26437, Real Property Records, Denton County, Texas, situated in the David Hough Survey, Abstract No. 646, Denton County, Texas, and generally located within the 2100 Block of South Mayhill Road; and declaring an effective date. [Mayhill Road Widening - Nelms/Greb Parcel M137_M138 disposition] Council considered the Consent Agenda items pulled for separate consideration. Ordinance No. 2017-076 E. ID 17-239 Consider adoption of an ordinance directing the publication of Notice of Intention to issue $36,610,000 in principal amount of Certificates of Obligation of the City of Denton for General Government and Solid Waste projects; and providing for an effective date. Chuck Springer, Director of Finance, stated that there were General Government and Solid Waste projects covered by the Certificates of Obligation. Willie Hudspeth spoke regarding this item. Council Member Gregory motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member City of Denton City Council Minutes March 7, 2017 Page 11 Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. Ordinance No. 2017-077 F. ID 17-240 Consider adoption of an ordinance directing the publication of Notice of Intention to issue $71,640,000 in principal amount of Certificates of Obligation of the City of Denton for Waterworks and Sewer System and Electric System projects; and providing for an effective date. Chuck Springer, Director of Finance, stated that this notice of intent was for Wastewater and Electric projects. Council Member Bagheri motioned, Mayor Pro Tem Roden seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Council Member Briggs "nay". Motion carried. Resolution No. R2017-007 Q. ID 17-306 Consider approval of a resolution creating an ad hoc City Council Committee and appointing Committee members to review policies related to employee sick leave and vacation benefits in the City of Denton, Texas and to advise the City Council with regard to these matters; and providing an effective date. Willie Hudspeth spoke regarding the ad hoc committee appointments and felt that they should be handled like the Charter Review Committee. Council Member Bagheri motioned, Council Member Briggs seconded to approve the resolution. On roll call vote, Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Mayor Pro Tem Roden "nay". Motion carried with a 6-1 vote. 5. ITEMS FOR INDIVIDUAL CONSIDERATION - CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS Ordinance No. 2017-088 A. ID 17-330 Consider adoption of an ordinance of the City of Denton determining the public use, need, and necessity for the acquisition of a public water line easement encumbering a 0.148 acre tract of real property, as more particularly described in Exhibit "A", attached hereto and made a part hereof (the "Property Interests"), being generally located along the 3000 block of South Interstate Highway 35 East and situated in the D. Lombard Survey, Abstract No. 784, City and County of Denton, Texas; authorizing the City Manager and City Attorney, or their respective designees, to acquire the Property Interests by agreement including making all offers required by law; authorizing the use of the power of eminent domain to condemn the Property Interests if an agreement cannot be reached; and authorizing the City Attorney, or his designee, to file eminent domain proceedings if necessary; authorizing the expenditure of funding; makings findings; providing a savings clause; and providing City of Denton City Council Minutes March 7, 2017 Page 12 an effective date. (TxDOT I-35 E Grade Separation Project - water utility relocation component) Paul Williamson, Real Estate Manager, reviewed the eminent domain request. The property was needed for a public water line easement necessary for the I-35 widening. He displayed the property details on the overhead screen as the motion was being made. Willie Hudspeth, spoke regarding the item. Council Member Hawkins motioned "I move that the City of Denton, after having made the offers required by State Law, use the power of eminent domain, if needed, to acquire easement interests to a 0.148 acre tract of land, which is located in the D. Lombard Survey, Abstract No. 784, City of Denton, Denton County, Texas, and described in Exhibits "A" and "B" now being displayed on the overhead screen and in the ordinance under consideration, which is for a valid public use, necessary to provide the installation and relocation of municipal water utilities, to serve the public and citizens of the City". Council Member Bagheri seconded the motion. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. 6. ITEMS FOR INDIVIDUAL CONSIDERATION Ordinance No. 2017-089 A. ID 17-278 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract for the acquisition and installation of a Supervisory Control and Data Acquisition (SCADA) hardware and software system for Denton Municipal Electric (DME) Denton Energy Center (DEC) which is available from only one source and in accordance with Chapter 252.022 of the Texas Local Government Code, such purchases are exempt from requirements of competitive bidding; and providing an effective date (File 4074 -awarded to Open Systems International, Inc. (OSI) in the not -to -exceed amount of $446,331.80). The Public Utilities Board recommends approval (7-0). Melissa Kraft, Chief Technology Officer, stated that the SCADA system would be used for with the Denton Energy Center. She reviewed what the SCADA system was, what it was used for, vendor information, next steps and staff recommendation. Council discussed the sole source component of the purchase. Deb Armintor spoke regarding this item and that expenses like this should be added to the final cost of the Denton Energy Center. Willie Hudspeth spoke regarding this item and whether minority involvement was considered during this process. City of Denton City Council Minutes March 7, 2017 Page 13 Council Member Gregory motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Council Member Briggs "nay". Motion carried with a 6-1 vote. B. ID 17-291 Consider a request for an exception to Section 17-20 (d) of the Noise Ordinance for the purpose of hosting the Ashes 420 Festival, a music festival hosted by Ashes Smoke Shop. The event will be held in the parking lot at 420 S. Carroll Blvd., on Thursday, April 20, 2017, from 11 a.m. to midnight. An exception is specifically requested to increase sound levels from 70 to 75 decibels, and for an extension of hours from 10 p.m. to midnight. Christine Taylor, Parks and Recreation Department, reviewed the details of the request from Ashes Smoke Shop. She stated that after consulting with the Police Department and noting the proximity of the location to single family and multi -family residences, staff did not recommend approval of the request. Council discussed the prior event and associated complaints, that the event could occur even without the exception, and the time frame requested for the exception. Council Member Gregory motioned, Mayor Pro Tem Roden seconded to deny the request. On roll call vote to deny the request, Mayor Pro Tem Roden "aye", Council Member Wazny "aye" Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", Council Member Bagheri "aye", and Mayor Watts "aye". Motion carried unanimously. 7. PUBLIC HEARINGS A. A16 -0004a Hold the first of two public hearings for annexation of an approximately 4.7 acres of land, generally located north of Ryan Road, west of FM 2181 (Teasley Lane) and Lake Forest Good Samaritan Village, and east of Country Club Road by the City of Denton, Texas. The Mayor opened the public hearing. Ron Menguita, Long Range Planning Administrator, stated that this was the first public hearing for the annexation. This was the first of two public hearings for the annexation. He presented the proposed schedule for the annexation. Janice Heidelberger questioned the use of the property. The Mayor closed the public hearing. Menguita was currently a single family development and that the owner had not indicated any immediate proposals for the property. There was no action by Council required on this item at this time. City of Denton City Council Minutes March 7, 2017 Page 14 8. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Wazny requested a staff report regarding the caseload and responsibilities of the attorneys in City Attorney's Office. Mayor Pro Tem Roden requested a Work Session regarding the digital divide. Council Member Bagheri requested a briefing from the outside attorney regarding a new ethics ordinance. Council Member Briggs requested information on how the wastewater charge was calculated per customer. Council Member Briggs asked that staff inspect the Bucee's construction site for more natural springs than anticipated and that the pond was being filled in. Council Member Briggs requested that the Chief's town hall meeting on immigration be posted on the website. Council Member Briggs requested that Mr. Hudspeth be provided an update and staff report on Fire and Police staffing. Mayor Watts requested a report on the refunding of revenue bonds and what was the Council direction was those. Mayor Watts requested a report on the restrooms at Fred Moore Park. B. Possible Continuation of Closed Meeting topics, above posted. There was no continuation of the Closed Meeting. City of Denton City Council Minutes March 7, 2017 Page 15 With no further business, the meeting adjourned at 7:40 pm CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JANE RICHARDSON CITY SECRETARY CITY OF DENTON, TEXAS City of Denton City Council Minutes March 20, 2017 TechMill Denton hosted a Denton City Council Candidates Forum on Monday, March 20, 2017 at 7:00 p.m. in Stoke Denton, 608 E. Hickory Street, Denton, Texas. The following Council Members participated in or attended the forum: Mayor Pro Tem Roden; Council Member Gregory; Council Member Bagheri; and Council Member Briggs. The forum included a discussion of various issues of City business relevant to the candidates for City Council offices. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES March 21, 2017 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, March 21, 2017 at 5:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Pro Tem Roden, Council Member Wazny, Council Member Briggs, Council Member Hawkins, Council Member Gregory, and Council Member Bagheri. ABSENT: Mayor Watts. 1. Citizen Comments on Consent Agenda Items Willie Hudspeth spoke on Consent Agenda items that dealt with bids and whether minority contractors were considered with those bids. He also spoke regarding the lack of African American firefighters on staff. 2. Requests for clarification of agenda items listed on the agenda for March 21, 2017. Staff responded to Council's requests for clarification on the following items: Council Member Briggs - Consent Agenda Item L Council Member Gregory - Consent Agenda Item G Council Member Bagheri — requested that Consent Agenda Items B, C and D be pulled for separate consideration Mayor Pro Tem Roden announced that Consent Agenda Item O would not be considered. 3. Work Session Reports A. ID 17-365 Receive a report, hold a discussion, and give staff direction regarding amendments to the Management Agreement between the City of Denton and the Dallas Entrepreneur Center. Council Member Gregory left with conflict of interest. Caroline Booth, Director of Economic Development, presented an update on Stoke Denton. Objectives included six month action plan and proposed amendments to the management agreement with the Dallas Entrepreneur Center. She reviewed the background of previous meeting discussions on the Center and provided information on the six month Action Plan from Stoke Denton. Booth concluded with staff recommendations and additional evaluations of the value of Stoke Denton to be performed by City staff. Council discussed the metrics being used for evaluation; in terms of the agreement, what the City was providing for resources and provide a better definition of resources in the agreement; and whether performance standards were in place for a baseline on costs, etc. Consensus of the Council was to move forward with the proposed amendments. Council Member Gregory returned to the meeting. City of Denton City Council Minutes March 21, 2017 Page 2 Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall. 1. PLEDGE OF ALLEGIANCE Council and members of the audience recited the Pledge of Allegiance to the U.S. and Texas flags. 2. PROCLAMATIONS/PRESENTATIONS There were no proclamation/presentations for this meeting. 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. ID 17-389 Jennifer Lane regarding the proposed tax freeze. Dr. Lane spoke against the proposed Homeowners' tax freeze scheduled for a vote in the May election. She presented facts and figures regarding the pros and cons of the freeze. C. Additional Citizen Reports Janice Heidlberger presented a number of issues that she would like to see in the city such as better public transportation, issues that she was thankful for such as the City parks and issues she was against in the City such as gas wells. 2. Deb Armintor spoke in opposition to gas fracking in the City of Denton, presented information on Protect our Children Act which regulated oil and gas near schools; and urged Council to not go ahead with the gas plant. Dr .Catherine Lustgarten spoke regarding a recent methane gas leak which was near Denton High School. She expressed concern about ongoing risks for students, staff and area residents and requested help with safety for the high school. Specific actions to consider included installing methane gas monitors in all of the schools that would operate 24/7; informing the public and businesses about the risk of these types of leaks; updating existing evacuation plans; and requiring gas companies to notify city officials of a hazard at one of their well sites. These needed to be done as soon as possible for safety reasons. 4. CONSENT AGENDA Mayor Pro Tem Roden noted that Consent Agenda Items B, C and D would be pulled for separate consideration. Consent Agenda Item 0 would not be considered. City of Denton City Council Minutes March 21, 2017 Page 3 Council Member Hawkins motioned, Council Member Bagheri seconded to approve the Consent Agenda and accompanying ordinances and resolutions with the exception of Items B, C and D which would be considered separately and Item O which would not be considered. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Council Member Bagheri "aye". Motion carried unanimously. Ordinance No. 2017-090 A. ID 17-198 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the purchase of high density polyethylene pipe for the City of Denton Landfill; providing for the expenditure of funds therefor; and providing an effective date (RFP 6236 -awarded to Scheele Engineering Corporation in the three (3) year not -to -exceed amount of $780,000). The Public Utilities Board recommends approval (5-0). Approved the minutes listed below. E. ID 17-343 Consider approval of the minutes of February 6, February 7, February 14, and February 21, 2017. Ordinance No. 2017-092 F. ID 17-349 Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a first amendment to a contract between the City of Denton and LabWare, Inc. for Laboratory Information Management System software consulting, training, technical support, and maintenance for an additional three (3) year period, extending the contract approved by City Council on February 4, 2014, in the amount of $72,840 for software for the City of Denton Municipal Laboratory; providing for the expenditure of funds therefor; and providing an effective date (File 5441 -providing for an additional expenditure amount not -to -exceed $109,960, with the total contract amount not -to -exceed $182,800). The Public Utilities Board recommends approval (5-0). Ordinance No. 2017-093 G. ID 17-350 Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a first amendment to a contract between the City of Denton and Mission Critical Partners for a Public Safety Dispatch Study, amending the contract approved by the City Manager on June 29, 2015, in the amount of $99,996, to provide additional consulting services related to the solicitation and implementation of a new Public Safety Dispatch System; providing for the expenditure of funds therefor; and providing an effective date (File 5860 -providing for an additional expenditure amount not -to -exceed $122,161, with the total contract amount not -to -exceed $222,157). Ordinance No. 2917-094 H. ID 17-351 Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a fifth amendment to a contract between the City of Denton and ABB, Inc. for Electric Utility 69kV and 138kV Instrument Transformers which was originally approved by Council on December 4, 2012 in the amount of City of Denton City Council Minutes March 21, 2017 Page 4 $2,290,000 with a first through fourth amendment providing for line item changes but no change to the contract award amount, and approved by Purchasing staff, providing for the expenditure of funds therefor; and providing an effective date (File 5064 - providing for an additional expenditure amount not -to -exceed $572,500 with the total contract amount not -to -exceed $2,862,500). Ordinance No. 2017-095 L ID 17-352 Consider adoption of an ordinance of the City of Denton authorizing the City Manager or his designee to execute a contract for the acquisition of one 170 cubic foot hopper tracked Trommel for use in the City of Denton Solid Waste Department's Building Materials Recovery (BMR) operation; and providing an effective date (RFP 6212 -awarded to McCourt and Sons Equipment, Inc. in the not - to -exceed amount of $363,264). The Public Utilities Board recommends approval (5- 0). Ordinance No. 2017-096 J. ID 17-353 Consider adoption of an ordinance authorizing the City Manager to execute Change Order# 2 to the contract between the City of Denton and Jagoe-Public Company for the Eagle Drive Reconstruction project which was originally approved by Council on April 26, 2016, in the amount of $2,089,550.42 with Change Order# 1 in the negative amount of $94,886.25 approved by Council on July 19, 2016; providing for the expenditure of funds therefor; and providing an effective date (Bid 6057 -Change Order# 2 in the negative amount of $143,020.58 for a total contract award aggregating to $1,851,223.59). Ordinance No. 2017-097 K. ID 17-354 Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager to execute a Professional Services Agreement with DEH Consulting, LTD for Engineering Services related to the Downtown Storm Sewer Improvements Trunk Line, South Bell, and Oak Street Systems project; and establishing an effective date (File 6399 in the not -to -exceed amount of $113,280). Ordinance No. 2017-098 L. ID 17-355 Consider adoption of an ordinance of the City of Denton, Texas, authorizing the City Manager to execute a Professional Services Agreement with Teague Nall and Perkins, Inc. for Engineering Services related to the Magnolia Drainage Phase II project; and establishing an effective date (File 6405 in the not -to - exceed amount of $118,000). Ordinance No. 2017-099 M. ID 17-362 Consider adoption of an ordinance authorizing the City Manager to execute an amendment to a Development Agreement between the City of Denton and Carmen Investments, Inc., for the provision of water and sanitary sewer service for Phase 11 A of the Country Club Village Addition. The Public Utilities Board recommends approval (4-0). City of Denton City Council Minutes March 21, 2017 Page 5 Ordinance No. 2017-100 N. ID 17-366 Consider adoption of an ordinance of the City of Denton, Texas approving an interlocal cooperation agreement between the City of Denton and Denton County, Texas, regarding the construction of a traffic signal at the intersection of Cindy Lane and US 380 (University Drive); and providing an effective date. This item was not considered. O. ID 17-370 Consider adoption of an ordinance approving the expenditure of funds for the purchase of one (1) ambulance chassis and the refurbishment of the ambulance body for Medic 6, which are available from only one source and in accordance with Texas Local Government Code 252.022, such purchases are exempt from requirements of competitive bids; providing for the expenditure of funds therefor; and providing an effective date (File 6407 -awarded to Knapp Chevrolet in the not -to - exceed amount of $169,300). Ordinance No. 2017-101 P. ID 17-378 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and The University of North Texas for the purpose of hosting the African Cultural Festival; providing for the expenditure of funds therefor; and providing for an effective date. ($550) Resolution No. R2017-009 Q. ID 17-397 Consider approval of a resolution of the City of Denton evidencing support for the Denton Community Market and its grant application for funding from FY 2017 farmers market promotion program of the agricultural marketing service, United States Department of Agriculture; and providing for an effective date. Items pulled for separate consideration were considered. Ordinance No. 2017-091 B. ID 17-254 Consider adoption of an ordinance approving a grant application from Seth Morgan, representing Denton County Brewing Company, from the Downtown Reinvestment Grant Program not to exceed $25,000; and providing for an effective date. The Economic Development Partnership Board recommends approval (8-0). Willie Hudspeth spoke regarding Consent Agenda Items and the appearance that minorities were not considered regarding the bid process. He spoke off topic about the lack of African American firefighters. Council Member Hawkins motioned, Council Member Gregory seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Briggs "aye", Council Member Hawkins "aye", and Council Member Gregory "aye". Council Member Wazny "nay", and Council Member Bagheri "nay". Motion carried 5-1. City of Denton City Council Minutes March 21, 2017 Page 6 Resolution No. R2017-008 C. ID 17-292 Consider approval of a resolution authorizing the City Manager, or his designee, as Denton's authorized representative, to commit to fund, if selected, the applications for Active Transportation and Safe Routes to School projects through the North Central Texas Council of Governments; confirming intent to pay twenty percent of the total project cost (estimated at $500,000 for all three projects); and providing an effective date. Julie Anderson, Bike and Pedestrian Coordinator, presented the details of the set aside money available through NCTCOG. The proposed projects in the areas of active transportation and Safe Routes to Schools were reviewed. An overview of the funding costs was provided. Willie Hudspeth questioned why Ryan and Guyer High Schools were not included in the proposal. Council Member Wazny motioned, Council Member Briggs seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Council Member Bagheri "aye". Motion carried unanimously. The request for the noise exception listed below was approved. D. ID 17-311 Consider a request for an exception to the Noise Ordinance for the purpose of the Thin Line X Film Festival, to be held on the Historic Denton County Courthouse -on -the -Square lawn and at Travelstead on April 19 - 23, 2017, from noon to 11:00 p.m. The exception is specifically requested to increase sound levels from 70 to 75 decibels. Council Member Bagheri stated that she had learned that the Thin Line venues would be indoors and as such, she did not have an objection with the proposal. The following individuals submitted Speaker Cards: Janice Heidlberger - spoke in opposition as the requested nights were school nights Jennifer Lane - spoke in opposition as the requested nights were school nights Council Member Hawkins motioned, Council Member Bagheri seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Council Member Bagheri "aye". Motion carried unanimously. 5. ITEMS FOR INDIVIDUAL CONSIDERATION Ordinance No. 2017-102 A. ID 16-1612 Consider adoption of an ordinance of the City Council of the City of Denton, Texas authorizing the City Manager to execute a professional services agreement with Black and Veatch Corporation for professional testing and verification services relating to the construction of the Denton Energy Center; authorizing the expenditure of funds therefor; in the amount of not -to -exceed City of Denton City Council Minutes March 21, 2017 Page 7 $963,930 and providing an effective date. The Public Utilities Board recommended approval (5-0). Phil Williams, General Manager -DME, presented information on the purpose of an Owner's Engineer, the Evaluation Team for the RFQ, criteria for the RFQ, evaluation summary, scope of work, and recommendation from PUB and staff. Council discussion included the term of the contract; the reason for the need for an outside firm to oversee the development; how frequent the air emission testing would be done and whether results of the testing would be available to the public. The following individuals submitted Speaker Cards: Janice Heidlberger questioned what air emissions would be tested. Willie Hudspeth expressed concern about minority representation in the awarding of city contracts. Council Member Briggs stated that she was opposed to the gas plant in general so she would be voting no on the item. Council Member Gregory motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", and Council Member Gregory "aye". Council Member Briggs "nay", and Council Member Bagheri "nay". Motion carried with a 4-2 vote. 6. PUBLIC HEARINGS A. A16 -0004b Hold the second of two public hearings for annexation of an approximately 4.7 acre of land, generally located north of Ryan Road, west of FM 2181 (Teasley Lane) and Lake Forest Good Samaritan Village, and east of Country Club Road by the City of Denton, Texas. Ron Menguita, Long Range Planning Administrator, stated this was the second of two public hearings and presented the annexation schedule. The Mayor Pro Tem opened the public hearing. No one spoke during the public hearing. The Mayor Pro Tem closed the public hearing. No action was needed on this item at this time. Ordinance No. 2017-103 B. Z16 -0029a Hold a public hearing and consider adoption of an ordinance to rezone approximately 0.734 acres from a Neighborhood Residential 6 (NR -6) District to a Community Mixed Use General (CM -G) District and to rezone approximately 3.645 City of Denton City Council Minutes March 21, 2017 Page 8 acres from a Neighborhood Residential Mixed Use (NRMU) District to a CM -G District. The subject property is generally located at the northeast corner of the intersection of Country Club Road and W. Hobson Lane, in the City of Denton, Denton County, Texas. (Z16-0029, CST Corner Store). Munal Mualadad, Director of Development Services, reviewed the request for the change of zoning. She presented the location of the property; zoning surrounding the property; right-of-way configuration; compatibility with the Denton Plan; consideration for approval; and public notification. The Planning and Zoning Commission and staff recommended approval. Council discussion included traffic considerations in terms of roadway configuration and plans for ingress/egress in terms of Hobson and Country Club Road. The Mayor Pro Tem opened the public hearing. The following individuals spoke during the public hearing: Brandon Hancock, applicant, spoke regarding the traffic patterns at the intersection. Jennifer Lane read statement from a neighbor in opposition. Willie Hudspeth questioned where the ingress/egress would be located. Greg Johnson spoke in support and detailed the traffic improvement plan from TxDOT. The Mayor Pro Tem closed the public hearing. Council Member Hawkins motioned, Council Member Gregory seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Council Member Bagheri "aye". Council Member Briggs "nay". Motion carried with a 5-1 vote. Ordinance No. 2017-104 C. Z16 -0027b Hold a public hearing and consider adoption of an ordinance to rezone approximately 20.49 acres from a Regional Center Commercial Downtown (RCC -D) District to a Regional Center Residential 2 (RCR-2) District. The property is generally located at 2100 South Mayhill Road and at the end of Hudsonwood Drive in the City of Denton, Denton County, Texas. (Z16-0027, The Standard/The Hudson at Medpark). The Mayor Pro Tem opened the public hearing. Munal Mauladad, Director of Development Services, reviewed the details of the multi -family proposal, location of the property, current and proposed zoning, compatibility with the Denton Plan, consideration for approval, public notification, and recommendations from the Planning and Zoning Commission and staff. The following individuals spoke during the public hearing: City of Denton City Council Minutes March 21, 2017 Page 9 Brandon Hancock, representing the applicant, presented an Executive Summary of the Development Overview, area zoning, and conceptual site plan. Jennifer Lane did not speak on the issue but rather on the proposed tax freeze. Janice Heidlberger spoke in opposition due to proximity to landfill. Willie Hudspeth spoke in favor of the proposal. The Mayor Pro Tem closed the public hearing. Council Member Hawkins motioned, Council Member Gregory seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Council Member Bagheri "aye". Motion carried unanimously. Ordinance No. 2017-105 D. S 16-0008b Hold a public hearing and consider adoption of an ordinance for a Specific Use Permit to allow multifamily development on approximately 20.49 acres. The property is generally located at 2100 South Mayhill and at the end of Hudsonwood Drive in the City of Denton, Denton County, Texas. (S16-0008, The Standard/The Hudson at Medpark). The Mayor Pro Tem opened the public hearing. Munal Mauladad, Director of Development Services, presented details on the proposal which was a request for a specific use permit to allow for multifamily development. She reviewed the location of the property, zoning of the property and land use plus the details of the multifamily development in terms of total units, parking spaces, and landscaping. Public notifications were reviewed. The Planning and Zoning Commission as well as staff recommended approval. The following individuals spoke during the public hearing: Brandon Hancock, representing the applicant, responded to questions regarding the age restricted portion of the development and the retention pond. Janice Heidlberger spoke in opposition due to the proximity to the city landfill. The Mayor Pro Tem closed the public hearing. Council Member Gregory motioned, Council Member Wazny seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Council Member Bagheri "aye". Motion carried unanimously. 7. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide City of Denton City Council Minutes March 21, 2017 Page 10 reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Briggs requested a Work Session on possible uses for old substation sites. Council Member Briggs requested a Work Session on gas well issues, leaks and third party inspections. Council Member Brigg requested a staff report on an initiative for forming a tech Denton. Council Member Briggs requested a resolution on a 100% renewable goal and an associated date. Council Member Wazny requested an update on City Hall West. Mayor Pro Tem Roden requested staff look into the 2181 project and the delay in the project due to the Upper Trinity Utility. Mayor Pro Tem Roden requested an update on the status of the Vela Soccer complex. B. Possible Continuation of Closed Meeting topics, above posted. There was no continuation of the Closed Meeting. With no further business the meeting was adjourned at 8:37 p.m. KEVIN RODEN MAYOR PRO TEM CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON CITY COUNCIL MINUTES March 28, 2017 After determining that a quorum was present, the City Council convened in a Work Session on Tuesday, March 28, 2017 at 2:00 p.m. in the Council Work Session Room at City Hall. PRESENT: Mayor Pro Tem Roden, Council Member Wazny, Council Member Briggs, Council Member Hawkins, Council Member Gregory, and Mayor Watts. ABSENT: Council Member Bagheri. Work Session Reports A. ID 17-316 Receive a report, hold a discussion, and give staff direction regarding a Fourth Amendment to an Economic Development Program Grant Agreement with Allegiance Hillview, L.P. for the Rayzor Ranch development. Caroline Booth, Director of Economic Development, presented the request from RED Development for an extension of their Economic Development Program Agreement for six months in order to meet the commercial and retail space in Rayzor Ranch needed to initiate its incentive. She reviewed the details of the current occupancy of the development along with the specifics of the requested amendment. The amendment would also memorialize the assignment of the Rayzor Ranch Marketplace. The Economic Development Partnership Board recommended approval. Staff recommended approval with the stipulation that no further amendment requests related to deadline or threshold changes be considered by the City. Council discussed the impact if the amendment was not approved and RED did not reach their designated COs as required; whether city processes were delaying the development; and that it was not wise for the City to not support the project with so much already invested in it. Scott Waggoner, RED Development, presented a brief update on the progress of the development. He would return at a later date with a more comprehensive report. Consensus of the Council was to proceed with the amendment. B. ID 17-387 Receive a report, hold a discussion, and give staff direction regarding proposals received for City of Denton Employee Health Clinic and Operation Management Services. Scott Payne, Risk Manager, presented a recap of the City's self-funded health plan and the Employee Health Center (Clinic). A review of the Clinic providers was shown. Clinic utilization was presented along with cost per visit versus cost per the health plan. Council discussed the cost per visit versus cost of the health plan; clinic -care diversion savings; and why not all employees were using the Clinic. Payne continued with the estimated clinic savings that included care diversion savings, lab savings, productivity savings, and patient out-of-pocket savings. Patient satisfaction survey results were reviewed. He presented information on the Request for Proposal which was to seek a qualified vendor to provide clinic operation and management services at the existing Clinic. It was never the intent to replace the City's clinic with another clinic or to intermingle patient bases. The areas involved in the evaluation of the proposals for the Request for Proposal were presented along with City of Denton City Council Minutes March 28, 2017 Page 2 compliance with specifications, quality, reliability, and characteristics to meet stated or implied needs. Council discussed the steps involved in the Request for Proposal process including time schedule and persons to contact. Payne noted that the staff recommendation was that the contract be awarded to CareHere. Council discussed the comparison of the scoring among the different requests and whether local preference was considered in the criteria. C. ID 17-393 Review, discuss, and provide direction regarding the duties and plans of the City Auditor. Craig Hametner, Internal Auditor, reviewed the duties and plans of the City Auditor per the Charter and enabling ordinance. He felt that there should be items added to the duties such as independence, general duties and responsibilities and standards. Council discussed the definition of independence and where that independence rested either with management or Council. Hametner continued with duties and plans of the City Auditor to include anonymous reporting mechanisms to report fraud, waste and abuse. This would be an anti -Fraud Program to include tips to catch fraud, waste and abuse using different modes of communication. He reviewed the different types of reports that could be issued by the Internal Audit Department. The FY 2017 six month Audit Plan was presented. Council discussed not allowing individual council members to request separate audits rather have the Council as a whole provide direction; the various components of the plan were reviewed; and consider a collaborative approach to include the other Council appointees into the mix. Interim City Manager Leal suggested memorializing the plan in an ordinance. Consensus of the Council was to proceed with the six month plan and draft an ordinance associated with the plan. The Council convened in a Closed Meeting at 4:21 p.m. to discuss the proposals received for City of Denton Employee Health Clinic and Operation Management Services under Texas Government Code Section 551.071 — Consultation with Attorneys. Council returned to the Open Meeting at 4:27 p.m. and continued with the Special Called Meeting. 1. ITEMS FOR INDIVIDUAL CONSIDERATION City of Denton City Council Minutes March 28, 2017 Page 3 Ordinance No. 2017-106 A. ID 17-196 Consider adoption of an ordinance accepting competitive proposals and awarding a contract for the City of Denton Employee Health Clinic and Operation Management Services; and providing an effective date (RFP 6198 -awarded to CareHere, LLC in the amount of $20.00 per employee per month (PEPM) for an estimated annual cost of $386,325 for management costs and $566,000 for salaries and supplies with a five (5) year total not -to -exceed $5,010,300). Speaker Cards were submitted by: Chloe Wenzsel - spoke in opposition Filippo Masciarelli - spoke in opposition Alice Masciarelli - spoke in opposition Council discussed the total cost of the clinic; the amount of the contract and the amount of savings as an inclusive amount of all costs. Council Member Gregory motioned, Council Member Hawkins seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "nay", Council Member Hawkins "aye", Council Member Gregory "aye", and Mayor Watts "aye". Motion carried with a 5-1 vote. Ordinance No. 2017-106 B. ID 17-347 Consider adoption of an ordinance approving amendments to the term of the agreement, adding baseline metrics, adding a general termination clause, and adding an appropriations clause to the Management Agreement between the City of Denton and the Dallas Entrepreneur Center. Council Member Gregory left the meeting with a conflict of interest. Caroline Booth, Director of Economic Development, reviewed the recommendations for the amendment of the agreement. Council discussed the evaluation criteria staff would be using to further evaluate the value of Stoke Denton. The following Speaker Cards were submitted: Terry Thomas - spoke in favor of Stoke Kevin Tydlacka - spoke in favor of Stoke Kyle Taylor - spoke in favor of Stoke Council Member Hawkins motioned, Mayor Pro Tem Roden seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "nay", Council Member Briggs "aye", Council Member Hawkins "aye", and Mayor Watts "aye". Motion carried with a 4- 1 vote. City of Denton City Council Minutes March 28, 2017 Page 4 Council Member Gregory returned to the meeting. Ordinance No. 2017-108 C. ID 17-367 Consider adoption of an ordinance approving a City sponsorship in an amount not to exceed $154,000 of in-kind services and resources for the Denton Arts and Jazz Festival to be held in Quakertown Park on Friday through Sunday, April 28- 30, 2017; and providing an effective date. Emerson Vorel, Director of Parks and Recreation, stated that the agreement was being changed to add liability for damages to the park during an event. Council had requested that this provision be added which would be added to every contract for use of the parks. Council Member Gregory asked how much the repairs cost from the rain event two years ago. Vorel replied approximately $50-60,000. Council Member Gregory questioned if the Festival Foundation knew of that cost. Vorel replied that they did. Council Member Gregory questioned if the Festival Foundation had the cash reserves for such an expense. Vorel replied yes that the Foundation had enough cash reserves as noted in their financial report provided to the City. Mayor Pro Tem Roden questioned if Arts and Jazz had agreed to the terms. Vorel stated that they had been made aware of the provision. Mayor Pro Tem Roden asked what controls were in place to help prevent this type of damage in the future. Vorel stated that staff had limited where traffic would flow as vendors set up and took down their stands. Council Member Wazny motioned, Mayor Pro Tem Roden seconded to adopt the ordinance. On roll call vote, Mayor Pro Tem Roden "aye", Council Member Wazny "aye", Council Member Briggs "aye", Council Member Hawkins "aye", Council Member Gregory "aye", and Mayor Watts "aye". Motion passed unanimously. 2. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public City of Denton City Council Minutes March 28, 2017 Page 5 employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. Council Member Wazny requested a resolution that would allow the Council Employee Leave Committee to continue their deliberations. Council Member Briggs requested a staff report or a Work Session on minimum square footage for homes in terms of tiny houses. With no further business, the meeting was adjourned at 5:25 p.m. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS City of Denton City Council Minutes March 30, 2017 The Denton City Council and City staff hosted a State of the City on Thursday, March 30, 2017 at 6:00 p.m. in the Denton Civic Center, 321 E. McKinney St., Denton, Texas. The purpose of the meeting was to share the City's major milestones from the past year and key priorities for the future, as well as offer opportunities for members of the public to get involved in the community. The following Council Members were present: Mayor Watts, Mayor Pro Tem Roden, Council Members Gregory, Hawkins, and Briggs. Absent were Council Members Bagheri and Wazny. 6:30 p.m. - Mayor Watts gave a formal presentation about Denton growth and development, capital improvements, and city-wide accomplishments and goals. 6-8 p.m. - City staff hosted an engagement fair to provide information about programs and happenings in the community. CHRIS WATTS MAYOR CITY OF DENTON, TEXAS JENNIFER WALTERS CITY SECRETARY CITY OF DENTON, TEXAS City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-418, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Legal Department CM/ ACM: John Knight, Deputy City Attorney Date: April 4, 2017 SUBJECT Consider approval of a resolution by the City of Denton ("City") suspending the effective date for ninety days in connection with the rate increase filing of Oncor Electric Delivery Company, LLC on or about March 17, 2017; requiring the reimbursement of municipal rate case expenses; authorizing participation in the coalition of similarly situated cities; authorizing intervention and participation in related rate proceedings; authorizing the retention of special counsel; finding that the meeting complies with the open meetings act; making other findings and provisions related to the subject; and declaring an effective date. BACKGROUND: On or about March 17, 2017, Oncor Electric Delivery Company LLC ("Oncor" or "Company") filed a Statement of Intent to increase its revenues by approximately $317 million, which equates to a net increase of approximately 7.5% in Oncor's overall revenue. Oncor proposes to implement its proposed increase in rates effective April 21, 2017. The City must take action on Oncor's application by no later than April 21, 2017. Failure to take action by April 21, 2017 will result in Oncor's proposed rates being deemed approved by operation of law. Oncor's application poses complex regulatory issues that require time to evaluate the merits of Oncor's increase in rates. Table 1 below shows the impact Oncor's proposed increase in rates would have on a customer -class basis. TABLE 2 City of Denton Page 1 of 8 Printed on 3/31/2017 povveied by I_egivt9i IN File M ID 17-418, Version: 1 Rate Class P C P C r h r h e a o a s n p n e g o n e s e t e P R d c e R t I e e n e u n e u s e s (a) (b) (c) (d Residential $ $1 $ 1 1 84, 1 1 , 83 , 5 7,6 7 8 7 28 5 % 2 6 > > 1 9 4 8 3 1 > > 5 1 6 9 4 1 City of Denton Page 2 of 8 Printed on 3/31/2017 povveied by I_egist9i I;, File M ID 17-418, Version: 1 Secondary <= 10 kW $ 7 7 , 1 3 0 > 4 6 3 $8, 58 9,9 04 $ 8 5 , 7 2 0 > 3 6 8 1 1 1 % Secondary > 10 kW $ $8 $ 6 1 4,0 1 90, , 9 2 34 3 % 2 1 1 6 0 > > 6 7 9 8 2 2 > > 5 9 9 3 7 8 Primary DL <= 10 k $ $3 $ 4 7 28, 1 1 9 60 , 6 9 1 3 , 2 % 3 4 9 , 0 9 9 9 City of Denton Page 3 of 8 Printed on 3/31/2017 povveied by I_egist9i I;, File M ID 17-418, Version: 1 Primary > 10 kW Di $ $2 $ 1 1 3,6 1 3 7 73, 9 1 82 4 8 , 1 , % 3 9 0 8 8 2 > > 5 4 8 0 1 2 Primary > 10 kW Su $ $4, $ 1 2 12 2 8 1 6,2 6 , 22 , 8 9 0 % 1 4 9 5 > > 3 5 0 2 3 5 Transmission $ $1 $ 1 8 3,7 9 6 3 62, 7 , 67 , 4 7 6 5 % 9 5 3 5 > > 2 9 3 1 4 0 City of Denton Page 4 of 8 Printed on 3/31/2017 povveied by I_egist9i I;, File M ID 17-418, Version: 1 Lighting $ $2 $ 0 5 81, 5 7 48 7 5 , 0 , % 5 8 6 4 0 2 > > 7 2 7 5 7 7 Retail Revenue $ $3 $ 1 3 19, 3 0 , 69 , 2 0,6 5 0 1 81 3 % 1 1 > > 3 0 4 3 4 5 > > 9 5 0 8 9 9 Wholesale Substatio $ $3 $ 9 3 66, 7 7 7 04 4 5 1 1 5 , , % 3 3 3 7 0 1 City of Denton Page 5 of 8 Printed on 3/31/2017 povveied by I_egist9i I;, File M ID 17-418, Version: 1 Wholesale DLS $ $1, $ 1 1 48 2 1 , 2,1 , 5 2 81 7 8 6 1 7 9 % > > 7 9 4 3 9 0 Other Revenue $ $1 $ 4 3 5,4 5 4 4 39, 0 , 19 , 2 9 4 3 % 1 5 6 5 > > 5 7 5 5 9 3 Grand Total $ $3 $ 1 3 36, 3 0 , 97 , 2 8,0 5 4 4 96 8 % 7 4 > > 9 9 2 0 4 2 > > 5 6 4 4 7 3 City of Denton Page 6 of 8 Printed on 3/31/2017 povveied by I_egist9i I;, File #: ID 17-418, Version: 1 Network Transmissi $ 9 4 1 , 9 3 8 > 2 4 1 - $1 8,2 30, 53 2 $ 9 2 3 , 7 0 7 > 7 0 9 - 1 9 % Transmission Relate ($ - $ - 2 $1, 2 7 4 86 2 , 7,9 , 7 3 41 4 % 2 6 9 2 > > 9 0 5 1 3 2 Total Cost of Service $ $3 $ 7 4 16, 4 , 87 , 5 2 9,6 5 % 1 23 3 4 1 > > 1 0 9 7 2 2 > > 7 3 4 6 1 4 REPRESENTATION AND PARTICIPATION IN ALLIANCE OF ONCOR CITIES ("AOC"): The law firm of Herrera & Boyle, PLLC (through Mr. Alfred R. Herrera) has previously represented the City and its participation in the coalition of cities named the "Alliance of Oncor Cities" ("AOC") in rate matters involving City of Denton Page 7 of 8 Printed on 3/31/2017 povveied by I_egist9i I;, File #: ID 17-418, Version: 1 Oncor, including Oncor's most recent rate case. The accompanying Resolution authorizes retention of Herrera & Boyle as Special Counsel and continued participation in the AOC coalition. INTERVENTION AT THE PUBLIC UTILITY COMMISSION OF TEXAS: Oncor filed its Statement of Intent to raise rates with the City and with the Public Utility Commission of Texas on the same date, March 17, 2017. It is important to participate in these proceedings because the Commission's decisions could impact rates within the City. Thus, the accompanying Resolution authorizes intervention in proceedings at the Commission as well as any appeals taken from the Commission's decision. RATE CASE EXPENSES: Cities, by statute, are entitled to recover their reasonable rate case expenses from the utility. Legal counsel and consultants approved by the City will submit monthly invoices to the City designated by AOC to serve as the "coordinating" city who will then forward invoices to Oncor for reimbursement; that city historically has been Corsicana. No individual city's budget is negatively affected. The accompanying Resolution directs Oncor to reimburse AOC's rate case expenses on a monthly basis based on presentation of invoices from the cities. SUSPENSION: Oncor's rate -filing package is voluminous, containing thousands of pages of data. To have time to review the rate -filing package, the Council is requested to suspend Oncor's proposed effective date for ninety (90) days. It is a virtual impossibility for the City to set just and reasonable rates without suspending the rate request for ninety days; suspension of Oncor's proposed effective date would permit its special regulatory counsel and experts an opportunity to perform a better review of Oncor's application and request additional information as necessary to fully evaluate the proposal and determine the most appropriate response. During the suspension period, the City will retain its right to dismiss Oncor's Statement of Intent if the City determines that Oncor failed to properly invoke the City's jurisdiction or if Oncor failed to provide adequate notice; resolve matters by agreement with Oncor; or deny Oncor's request and either adopt an increase different than that requested by Oncor, or deny it outright without adopting an alternative increase. RECOMMENDATION: It is recommended that the City suspend Oncor's proposed effective date for 90 days. It is also recommended that the City continue its participation in AOC, intervene in proceedings at the PUCT and any related proceedings and/or appeals, and to retain the law firm of Herrera & Boyle, PLLC to represent the City's interest in matters related to Oncor's rate case and to advise the City with regard to Oncor's application, and to retain consultants subject to approval by the AOC executive committee to assist Special Counsel in its review of Oncor's application to increase rates. The City must take action no later than April 21, 2017. If the City does not take action by April 21, 2017, Oncor's proposed rates will be deemed approved by operation of law, subject to the City's right to hold a hearing to address Oncor's rate application. City of Denton Page 8 of 8 Printed on 3/31/2017 povveied by I_egist9i I;, sAlegakour doCuments resolutions\l7\dkt46957-resolution-suspension-2-032017.docx RESOLUTION NO. RESOLUTION BY THE CITY OF DENTON ("CITY") SUSPENDING THE EFFECTIVE DATE FOR NINETY DAYS IN CONNECTION WITH THE RATE INCREASE FILING OF ONCOR ELECTRIC DELIVERY COMPANY, LLC ON OR ABOUT MARCH 17, 2017; REQUIRING THE REIMBURSEMENT OF MUNICIPAL RATE CASE EXPENSES; AUTHORIZING PARTICIPATION IN THE COALITION OF SIMILARLY SITUATED CITIES; AUTHORIZING INTERVENTION AND PARTICIPATION IN RELATED RATE PROCEEDINGS; AUTHORIZING THE RETENTION OF SPECIAL COUNSEL; FINDING TI IAT THE MEETING COMPLIES WITH THE OPEN MEETINGS ACT; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, Oncor Electric Delivery Company LLC ("Oncor" or "Company") filed a Statement of Intent with the City on or about March 17, 2017 to increase its revenues; and WHEREAS, Oncor proposes to implement its proposed increase in rates on or about April 21, 2017, and WI-IEREAS, Oncor's proposed increase in rates would result in an increase to its revenues of approximately $317 million, which equates to an overall increase of approximately 7.5% in revenue; and WHEREAS, Oncor asserts that the need for its increase in rates is driven in part by its investments of approximately $7.9 billion since June 30, 2010, the end of the test year in its most recent rate case; and WHEREAS, an evaluation of Oncor's cost to provide electric service presents a complex series of regulatory issues; and WHEREAS, for the Residential customer class as a whole, Oncor's proposed increase in rates if approved would result in an increase of almost 12% to that class; and an increase of about 11 % to small commercial ratepayers; and WHEREAS, the Company seeks a Return on Equity (ROE) of 10.25%; and WIIEREAS, Oncor's rate request consists of voluminous amount of information including OncoCs rate -tiling package, exhibits, schedules, and work papers; and WHEREAS, it is not possible for the City to complete its review of Oncor's filing by April 21, 2017; and WHEREAS, the City will need an adequate amount of time to investigate and determine whether Oncor has properly invoked the City's rate -setting jurisdiction, and if so, ultimately to review and evaluate Oncor's rate application to enable the City to adopt a final decision as a local regulatory authority with regard to Oncor's requested rate increase; and s:Alegakour documents\resolutions\17\dkt46957-resolution-suspension-2-032017.docx WHEREAS, the City will require the assistance of specialized legal counsel and rate experts to review the merits of Oncor's application to increase rates; and WHEREAS, to the extent Oncor seeks review at the Public Utility Commission of Texas of the City's tinal decision regarding Oncor's statement of intent to change rates, or because Oncor has submitted a statement of intent to the Public Utility Commission of Texas to increase rates in the environs of the City on the same date it submitted its request to the City, the decision of the Public Utility Commission of Texas could have an impact on the rates paid by the City and its citizens who are customers of Oncor and in order for the City's participation to be meaningful it is important that the City promptly intervene in such proceeding at the Public Utility Commission of Texas; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The findings set out in the preamble are in all things approved and incorporated herein as if fully set forth. SECTION 2. Oneor's proposed effective date for its proposed increase in rates is hereby SUSPENDED for ninety days beyond Oncor's proposed effective date or as may be amended by agreement or otherwise. SECTION 3. The statutory suspension period may be further extended or its Statement of Intent dismissed if Oncor does not provide adequate data from which the City may make a reasonable determination of the Company's rate base, expenses, investment, and rate of return in the City, or if Oncor does not provide timely, meaningful, and proper public notice of its request to increase rates and revenue, or if its rate -filing package is otherwise materially deficient. SECTION 4. The City authorizes intervention in proceedings related to Oncor's Statement of Intent before the Public Utility Commission of Texas and related proceedings in courts of law and participation in the coalition of cities known as Alliance of Oncor Cities. SECTION 5. The City hereby orders Oncor to reimburse the City's rate case expenses as provided in the Public Utility Regulatory Act and that Oncor shall do so on a monthly basis and within 30 days after submission of the City's invoices for the City's reasonable costs associated with the City's activities related to this rate review or to related proceedings involving Oncor before the City, the Public Utility Commission of Texas, or any court of law. SECTION 6. Subject to the right to terminate employment at any time, the City retains and authorizes the law firm of Herrera & Boyle, PLLC to act as Special Counsel with regard to rate proceedings involving Oncor before the City, the Public Utility Commission of Texas, or any court of law and to retain such experts as may be reasonably necessary for review of Oncor's rate application subject to approval by the City. SECTION 7. The City shall review the invoices of the lawyers and rate experts for reasonableness before submitting the invoices to Oncor for reimbursement. Page 2 of 3 s:AIePkour documents\resolutions\17\U06957-resolution-suspension-2-032017.docx SECTION 8. A copy of this resolution shall be sent to Mr. Stephen N. Ragland, Vice President -Regulatory, Oncor, 1616 Woodall Rodgers Expressway, Dallas, Texas, 75202; and to Mr. Alfred R. Herrera, Herrera & Boyle, PLLC, 816 Congress Ave., Suite 1250, Austin, Texas 78701. SECTION 9. The meeting at which this resolution was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. SECTION 10. This resolution shall become effective from and after its passage. PASSED AND APPROVED this the day of , 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: CHRIS WATTS, MAYOR Page 3 of 3 City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-431, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management DCM: Bryan Langley AGENDA DATE: April 4, 2017 SUBJECT Consider adoption of an ordinance approving the expenditure of funds for the purchase of one (1) ambulance chassis and the refurbishment of the ambulance body for Medic 6, which is available from Houston -Galveston Area Cooperative Purchasing Contract 4AM10-14 and in accordance with the provisions of Texas Local Government Code 271.083, providing the statutory authority for the City to participate in the cooperative purchasing program; providing for the expenditure of funds therefor; and providing an effective date (File 6407 -awarded to Knapp Chevrolet in the not -to -exceed amount of $169,300). FILE INFORMATION This item is for the replacement of a chassis and the refurbishing of the ambulance body for Medic 6, a 2013 ambulance that was involved in an accident and the chassis deemed a total loss. The Frazer Type I ambulance body will be refurbished and mounted on a new Chevrolet Model 3500 chassis purchased through the H -GAC Cooperative Purchasing Program Contract# AM10-14. This ambulance was originally planned to be refurbished in Fiscal Year 2020-2021, however, due to the accident, the schedule has been moved forward. The Risk Management department will cover $75,250 of the purchase through the Risk Retention Fund with the remaining $94,050 being funded by Certificate of Obligation funds. The Fire Department normally has three (3) ambulances in reserve status to be used when a frontline ambulance is down for maintenance or repairs. One of these ambulance has been moved to the frontline until this refurbishment is completed. This replacement chassis/refurbished body will go back in to frontline status once it is completed and delivered, and the number of reserve ambulances will increase to three (3) again. The ambulance is quoted by Frazer as a sub -contractor to Knapp Chevrolet, the licensed GM franchise dealer and contract awardee from HGAC (Exhibit 1). The City enjoys increased savings and "best value" in parts stocking, repair familiarity, and operator training by standardizing the ambulance body units to Frazer Equipment (Exhibit 2). The City also enjoys increased savings and best value by sourcing the vehicle chassis to Chevrolet products (Exhibit 3). RECOMMENDATION Award the purchase of one (1) Frazer Type I ambulance body refurbishment and Chevrolet Model 3500 chassis from Knapp Chevrolet in the amount of $169,300. City of Denton Page 1 of 2 Printed on 3/31/2017 povveied by I_egivt9i IN File #: ID 17-431, Version: 1 PRINCIPAL PLACE OF BUSINESS Knapp Chevrolet Houston, TX ESTIMATED SCHEDULE OF PROJECT The purchase and delivery of the ambulance will occur within 180 days of purchase order issuance. FISCAL INFORMATION The Ambulance (Fleet ID4FD1775) will be funded in part from the Risk Management Retention Fund in the amount of $75,250 and the remaining $94,050 will be funded from Certificate of Obligation bonds to be sold in May 2017. Due to the long lead time to complete the ambulance refurbishment, a letter of intent was issued to expedite the delivery of the ambulance once funding has been secured (Exhibit 4). 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: 4.1 Enhance public safety in the community EXHIBITS Exhibit l: Quote Exhibit 2: Ambulance Standardization Memo Exhibit 3: Chevrolet Standardization Memo Exhibit 4: Letter of Intent Exhibit 5: Ordinance Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: Terry Kader at 349-8729. City of Denton Page 2 of 2 Printed on 3/31/2017 povveied by I_egist9i I;, EXHIBIT 1 mum February 27, 2017 Monty Perry Captain Denton Fire Department monty.perry@cityofdenton.com Captain Perry, Quote # 393 HGAC Contract# AM 10-14 Per your request we are quoting remounting and refurbishing your Frazer Type 112' Generator Powered Module (E-2314) onto a 2017 Chevrolet C3500 6.71- diesel chassis ( order Chevy Red)with a LiquidSpring suspension system. For your convenience all pricing has been itemized below. Frazer Type 1 12' Generator Powered Module (E-2314) 2017 Chevrolet C3500 6.71- diesel chassis ( order Chevy Red) $ 44,750.00 Granning suspension $ 7,000.00 Heat Shielding for diesel chassis $ 1,500.00 Remount of Module (see Incl. Items below) $ 18,000.00 Chassis Exterior Upgrades $ 1,800.00 Chassis Interior Upgrades $ 1,800.00 Module Exterior Upgrades $ 38,600.00 Module Interior Upgrades $ 55,850.00 Total $ 169,300.00 Items included in above total: Chassis Exterior Uparades: 1 . Items included in remount fee: $ incl. a) Black Ranch Hand powder coated grille guard b) (2) Whelen M6 split grille lights w/ clear lenses $ 150.00 EXHIBIT 1 Layout: C/R-C/R c) (2) Whelen M6 split grille lights w/ clear lenses $ 150.00 Layout: C/R-C/R d) (2) Federal Signal AS124 speakers e) Frazer aluminum rear window pass through plate f) (2) New 125A & 150A Mega fuses with new wiring g) Stripe new chassis to match module h) New mounting rubber i) New tie downs & spacers j) Furnish & install Backup alarm Note: Backup alarm kill relay on Chevy C3500IK3500 k) Mud flaps 1) Old chassis is wrecked -notify Sales when unmounted so customer can send a wrecker to pick up m) This unit needs to be weighed and a weight slip provided to the customer n) This unit needs state inspection o) Fuel with diesel to verify fuel flow p) Issue temporary license plate q) Wash Unit r) Route chassis exhaust to below PIS bumper end cap s) Furnish and install stainless steel wheel covers 2 Furnish & install black Nerf bars $ 450.00 3 Furnish & install single Buell 10"airhorn through front bumper on PIS of the license plate with truck horn reconnect to existing compressor. Air horn operated by truck horn/air horn switch on the console. $ 1,050.00 a) Furnish & install Truck horn/airhorn switch at the console b) Remove & reinstall existing compressor below the shelf in the electrical compartment c) Furnish & install air tank Total $ 1,800.00 Chassis Interior Unarades 4 . Furnish & install pinned powder coated aluminum six position console $ incl. a) Slot 1/2: Double Swtich Panel with genset fuel gage Layout: PRIMARY— SECONDARY— OPTICOM — TUCK/AIR HORN — LOW POWER BLUE - BLANK -BLANK -INTERIOR LIGHT -REAR LOAD- SIDE SCENE (1 way switch — controls one side) — SIDE SCENE (1 way switch —controls one side) — START STOP (Genset) b) Slot 3: Federal Signal PA 300 siren in lieu of standard Whelen 295SLSAl siren. Mic on D/S slot 1. Tap 2 on primary siren $ 250.00 c) Slot 4: Additional Federal Signal PA 300 siren- mic on D/S slot 2 $ 600.00 d) Slot 5/6: Furnish & install double blank insert $ 150.00 5 Remove and reinstall (2) small map holders on passenger side (1- centered on rear half of console and 1 centered on front half of console $ 75.00 6 Remove and reinstall (2) large map holders onthe rear of console $ 75.00 7 Furnish and install switch for the blue lights on rear of unit to be lower power/off-match previous new unit. $ 250.00 8 Remove and reinstall radio on front of console with speaker, antenna, and base. $ 400.00 Total $ 1,800.00 EXHIBIT 1 Module Exterior Upgrades 9 . Items included in remount fee: $ incl. a) Install new ignition & fail safe solenoids on electrical shelf b) Full electrical check c) New passthrough rubber boot d) Replace all door compartment bumpers e) Replace weather stripping f) New ribbed rubber in applicable compartments g) Zero clearance behind side main entry step well h) Zero clearance inside lower front 1/0 compartment i) Verify front and rear wall skins have 10ga Black ground wire terminated to roof frame j) Frazer key fob k) Replace marker lights (discard old) 1) Furnish & install factory fuel guard (discard old) m) Furnish & install Genset shutdown circuit w/ acknowledge switch at rear entry doors n) Furnish and install Flexstrip LED lighting with magnetic strip in aplicable compartments (1/0, radio, rear storage, 02, long lower, and electrical) $ 10 Strip, prime, and repaint 12' module Chevy Red to match and paint the roof white with the side trim white as well Note — Items sub -listed are included with paint unless stated otherwise a) Furnish & install corner caps on module b) Replace compartment and entry door latches w/ Eberhard style latches - Install eberhard striker threshold in the 02, radio, Electrical, Rear storage, rear backboard and front 1/0 - Install A/C and Onan insert threshold - Install long lower storage striker threshold Remove and reinstall Opticom on front wall. (non latching, on/off switch at console and off with c) chassis door switch) d) Install new side entry door grab rail (discard old) e) Install new rear entry door grab rails (discard old) 0 Furnish & install new side entry gas shock g) Furnish & install gas shock on long lower storage compartment door h) Furnish and install 02 compartment vent i) Install new 02 compartment insert threshold j) Furnish & install (2) 4" round red LED lower B/T/T's and (2) 4" round lower clear back up lights k) Install new drip rails without rivets over the following & bondo over existing holes: 1. Side entry doors 2. Rear entry doors 1) Rear entry corner guards m Replace entry door windows with double pane windows n) Remove & reinstall Kussmaul dual 20A shore power on front wall of module incl. 16,750.00 11 . Furnish & install new doors on the following (discard old): $ incl. a) 02 compartment b) Radio compartment c) Long lower storage compartment d) Rear storage compartment EXHIBIT 1 e) Rear passenger's side entry door f) Rear driver's side entry door g) Side entry door h) Generator compartment i) Front 1/0 compartment j) A/C compartment door k) Electrical compartment 1) Rear backboard compartment 12 . Furnish & install new panels on the following new doors (discard old): $ incl. a) 02 compartment b) Radio compartment c) Long lower storage compartment d) Rear storage compartment e) Rear passenger's side entry door f) Rear driver's side entry door g) Side entry door h) Front 1/0 compartment i) A/C compartment j) Electrical compartment 13 Furnish & install new hinges on the following doors (discard old): $ incl. a) 02 compartment b) Radio compartment c) Long lower storage compartment d) Rear storage compartment e) Rear passenger's side entry door f) Rear driver's side entry door g) Side entry door h) Generator compartment i) Front 1/0 compartment k) Electrical compartment 1) Rear backboard compartment j) A/C compartment 14 Replace entire rear bumper (discard old) $ 700.00 a) Driver side bumper cap b) Center step c) Passenger side bumper cap d) Driver & passenger side dock bumper e) Center bumper strip 15 . Furnish & install treadbrite for the following (discard old): $ 900.00 a) Driver's & Passenger's side front corner panels b) Passenger's side wheel well panel c) Driver's side wheel well panel round filler guards d) Driver side rear panel with (2) 4" round light cut outs e) Passenger side rear panel with (2) 4" round light cut outs f) Install rear entry threshold 16 . This unit will get new Striping & lettering $ 2,400.00 EXHIBIT 1 17 3M diamond grade conspicuity fluorescent yellow/green base with red translucent overlay in a chevron pattern on entire rear of module. (see previous units) This total includes removal of existing $ 2,000.00 18 Furnish and install the following decals: $ incl. a) Install CO stickers in three (3) locations and ship (1) loose b) Install one (1) NO SMOKING sticker on dash and ship one (1) loose 19 Remove and reinstall all emergency lights. 20 Furnish and install Rigid 50" lightbar on front wall. $ 3,000.00 21 Furnish & install (2) FRC 900 series Spectra LED side scene lights in standard location, wired to 2 switches $ 2,000.00 Note - convert wiring in electrical compartment to 12V; add plating to existing location on passenger's side 22 Furnish & install new rear entry door grabbers (discard old) $ 100.00 23 Furnish & install cast LED license plate light (discard old) $ 100.00 24 Furnish and install electric locks on the following doors: side/rear entry, 02, 1/0, rear storage, and radio. There will be a hidden weatherproof switch at rear driver side bumper end cap and a lock/unlock switch at the action wall. The module locks will have their own key fob separate from the chassis key fob. $ 3,150.00 25 Furnish & install new Onan 5.5kW generator with new non permeable hoses, emissions canister kit, new fuel pump and filter and tank $ 7,500.00 Total $ 38,600.00 Module Interior Unarades: 26 Items included in remount fee: $ incl. a) Replace all non-skid material on threshold(s) with 3M non-skid material (discard existing) b) Complete detail of module interior c) Air filter d) Furnish & install air filter (discard existing) 27 Furnish and install Wise Cobalt trim throughout the module (discard existing arm knockers) $ 350.00 28 Furnish and install rear entry door 4 place switch panel $ incl. 29 Furnish & install new base for captain's chair $ 400.00 Needs the pin portion to slide in and out 30 Furnish and drop ship Stryker Power Pro XT power load compatible cot per Stryker reference number 4704621. $ 23,250.00 31 Furnish Stryker Power Load system $ 27,250.00 32 Install Stryker Power Load with plating in base frame $ 1,500.00 33 Replace floor with Alucabond subfloor and Lonseal vinyl floor - Sapphire (discard old) $ 3,100.00 a) Remove and reinstall powder coated aluminum Iaydown 02 box with Lexan lid (discard old) b) Replace thresholds (discard old) c) Furnish & install Cot plates, hook and mount for a Stryker Power Load d) Remove & reinstall 02 rollers e) Remove & reinstall front 1/0 0 Remove & reinstall female seatbelts at squad bench g) Ship loose antler and bar Total $ 55,850.00 1 This quote is valid for 90 days. 2 All pricing is F.O.B. Houston. EXHIBIT 1 3 . Please note, payment for the entire purchase is due upon receipt and acceptance of completed unit. 4 Please make your purchase order out to Knapp Chevrolet (P.O. Box 4179, Houston, TX 77210). Please email a copy of your purchase order and this quote to Bob Flanders with Knapp Chevrolet bflanders@knappchevy.com and to Adam Fischer at sales@frazerbilt.com. 5 To minimize delays, customer provided items should be present prior to unit production start. 6 Please remove your Onan generator and air conditioner prior to remount delivery at Frazer. 7 Fair condition of module is assumed when quoting paint. Large or excessive dents, deep or excessive scratches and unforeseen body work will require a revision to the quoted paint price. 8 Frazer will provide a weight slip with accompanying scale calibration certification. Your local vehicle registration office may require a state certified weight slip for registration. Should that be the case, you will need to weigh the vehicle at a local weigh station that provides a weight slip with the department of agriculture seal prior to registration. 9 *Striping and lettering pricing may be adjusted based on the company's scheme. Striping and lettering pricing includes two hours' design time in the base price. Additional design time for more extensive graphics and/or multiple changes is quoted at $100/hour. Thank you for the opportunity to quote this job. If you have any questions please call me at 888-372-9371. Best Regards, Erika Fullick Inside Sales Representative Frazer, Ltd. EXHIBIT 2 DATE: March 2, 2017 TO: Elton Brock FROM: Terry Kader Fleet Services Superintendent CC: Antonio Puente ;1111 1-11-014h Fleet Services is recomincriding the purchase of services from Frazer LTD, the Texas manufacturer of EMS modules (ambulance bodies). Frazer LTD has been utilized by the City of Denton Fire Department for many years as a provider of high quality, long lasting EMS modules. They manufacture, perform upgrades and re -mount Frazer EMS modules in their manufacturing facility located in Houston Texas. Fleet Services recommends continuing the past practice of remounting and upgrading Frazer ambulance bodies on new chassis, thereby extending the life of the body and providing significant cost savings to the City. This represents the best value for the City of Denton and I am requesting authorization to continue the purchase of refurbishing services from Frazer LTD. Terry Kader Fleet Services Superintendent EXHIBIT 3 MEMORANDUM DATE: March 27, 2017 TO: Elton Brock FROM: Terry Kader Fleet Services Superintendent CC: Antonio Puente SUBJECT: SINGLE SOURCE BUSINESS JUSTIFICATION Fleet Service is recommending the purchase of Chevrolet for fleet replacements whenever an available model fits our replacement specifications based on fleet standardization. Fleet standardization minimizes costs and improves efficiencies relating to technician training, diagnostic software, required specialty tools and stocking of replacement parts. Also, we currently have a contract for Chevrolet vehicles through James Wood in Denton for specific models. James Wood is also the General Motor warranty repair facility for the City of Denton. Currently 61% of the light duty fleet is Chevrolet vehicles and staff has been buying Chevrolet exclusively since 2012. I believe the purchase of the Chevrolet chassis is the best value and I am requesting authorization to make this purchase based on fleet standardization. Regards, Terry Kader Fleet Services Superintendent MATERIALS MANAGEMENT DIVISION 9 B TEXAS STREET DENTON, TEXAS 76209 940.349.7100 9 FAX 940.349.7302 March 8, 2017 Frazer, Ltd. Attn: Erika Fullick, Inside Sales Representative 7219 Rampart Street Houston, Texas 77081 888-372-9371 Ref: Letter of Intent to Purchase Please accept this letter as notification, of our intent to purchase the products and services from the "Quote 4393" that was submitted to the City of Denton on 2/27/17. The funding is tentatively scheduled to be approved by the Denton City Council. There is a planned need for the equipment which is vital to service operations of the City of Denton. This letter is legally non-binding, as City staff cannot commit the City of Denton until the contract has been completed, approved, and accepted by the Denton City Council and Frazer, Ltd., in accordance with Texas Local Government Code 252. Expediting the delivery of this equipment would be much appreciated. Thank you for your interest in the City of Denton. Best regards, 41 Elton D. Brock, MBA, CTPM, CTCM, C.P.M., CPSM Manager, Material Management and Purchasing City of Denton 901B Texas Street Denton, Texas 940-349-7133 elton.brock(a)citvofdenton.com Attachment: Frazer quote dated 2/27/17 "Dedicated to Quality and Service " www. cityofdenton. coni EXHIBIT 5 ORDINANCE NO. AN ORDINANCE APPROVING THE EXPENDITURE OF FUNDS FOR THE PURCHASE OF ONE (1) AMBULANCE CHASSIS AND THE REFURBISHMENT OF THE AMBULANCE BODY FOR MEDIC 6, WHICH IS AVAILABLE FROM HOUSTON- GALVESTON AREA COOPERATIVE PURCHASING CONTRACT 4AM10-14 AND IN ACCORDANCE WITH THE PROVISIONS OF TEXAS LOCAL GOVERNMENT CODE 271.083, PROVIDING THE STATUTORY AUTHORITY FOR THE CITY TO PARTICIPATE IN THE COOPERATIVE PURCHASING PROGRAM; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 6407 -AWARDED TO KNAPP CHEVROLET IN THE NOT -TO -EXCEED AMOUNT OF $169,300). WHEREAS, pursuant to Ordinance 95-107, the Houston -Galveston Area Council of Government (H -GAC) has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Houston -Galveston Area Council of Government (H -GAC) programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the numbered items in the following numbered file for materials, equipment, supplies, or services, are hereby approved. FILE NT TMRFR VFNT)(1R A M(1T TNT 6407 H-GAC/Knapp Chevrolet $169,300 SECTION 2. That by the acceptance and approval of the above numbered items set forth in the referenced file, the City accepts the offer of the persons submitting the bids to the H - GAC for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the H -GAC, and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the attached purchase orders wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by H -GAC, the City Manager or his designated EXHIBIT 5 representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to H -GAC, quantities and specified sums contained in the City's purchase orders, and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6407 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated items, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. That this ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON Legislation Text File #: ID 17-450, Version: 1 Agenda Information Sheet DEPARTMENT: Internal Audit CM/ ACM: Mayor and City Council Date: April 4, 2017 SUBJECT Consider adoption of an ordinance of the City Council of the City of Denton, Texas, approving the FYI Audit Plan and providing for an effective date. BACKGROUND One of the tasks assigned to the City Auditor is to provide the City Council with an audit plan. The plan was devised by inquiries with Council/management and auditor observations. Available hours were then allocated to the areas of concern. ESTIMATED SCHEDULE OF PROJECT This plan is for the last six months of FYI PRIOR ACTION/REVIEW (Council, Boards, Commissions) This plan was discussed at the March 28, 2017 Work Session. Council advised to bring forward as an 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-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 - FY Audit Plan Respectfully submitted: Craig Hametner City Auditor City of Denton Page 1 of 2 Printed on 3/31/2017 povveied by I_egivt9i IN File M ID 17-450, Version: 1 Prepared by: Craig Hametner City Auditor City of Denton Page 2 of 2 Printed on 3/31/2017 povveied by I_egist9i I;, SALega1\0ur Documents\Ordinances\17\Ordinance - FY17 Audit Plan.docx ORDINANCE NO. AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, APPROVING THE FY17 AUDIT PLAN AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, City Auditor Craig Hametner commenced his employment with the City of Denton on February 27, 2017; and WHEREAS, since that date, one of his primary goals has been to develop an audit plan for FY17; and WHEREAS, upon conclusion of developing his FY17 Audit Plan, the City Auditor presented it to City Council on March 28, 2017; and WHEREAS, the City Council finds that this Ordinance is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The City Council hereby approves the City Auditor's FY17 Audit Plan as depicted in the memorandum attached hereto as Exhibit "A". SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY lA APPROVED AS TO LEGAL, FORM: AARON L-F�AL, INTERIM CITY ATTORNEY t r � CITY OF EXHIBIT "A" CITY AUDITOR'S OFFICE * 215 E. McKinney * Denton, TX 76201 * 940-349-8158 MEMORANDUM DATE: March 28, 2017 TO: Mayor and City Council FROM: Craig Hametner, City Auditor SUBJECT: FY17 Internal Audit Plan Basis for Plan The basis for this first Internal Audit plan comes from auditor observations and inquiries with City Councilmembers and members of management based on likelihood and impact to the organization. Likelihood and impact were assigned risk factors based on certain criteria such as: complexity, materiality, concerns of Council and management, past issues. Additionally, the available resources to complete audits were examined. The hours required to perform the work plan are estimated hours. After considering hours that are unavailable for audits due to paid time off, administrative duties, required in-house and external training, meetings and other time off, the net available hours for audits are determined. Combining available hours and audits yielded the audit plan. Total hours are considered to be 1,040. Administrative hours which include items such as: preparing for and attending meetings, budget reviews, In- house and external training and general management functions are estimated at 175 hours. Time -off includes vacation, sick, holidays and other available absences. This is estimated at 40 hours. This leaves 825 hours available for audits, reviews, agreed- upon procedures, investigations and advisements. AUDITS/REVIEWS/PROSPECTIVE ANALYSIS/ AGREED-UPON PROCEDURES ENGAGEMENTS Contract Administration Audit — Evaluate the process and determine if accountability is in place — 400 Hours Agreed -Upon Procedures Engagements — Evaluate certain contracts/bids/purchases, etc. - 150 Hours Vendor Master File Audit — Determine if controls are designed properly and operating effectively - 200 Total Audit/Reviews/Agreed-Upon Procedures Hours = 750 Hours INVESTIGATIONS/ADVISEMENTS/RISK ASSESSMENT/ANNUAL AUDIT PLAN/ANNUAL This section is estimated at 75 Hours TOTAL AUDITS/REVIEWS/PROSPECTIVE ANALYSIS/AGREED-UPON PROCEDURES/INVESTIGATIONS/ADVISEMENT/ RISK ASSESSMENT/ANNUAL AUDIT PLAN/ANNUAL REPORTS = 825 HOURS City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-315, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Economic Development DCM: Bryan Langley Date: April 4, 2017 SUBJECT Consider adoption of an ordinance approving a fourth amendment to an Economic Development Program Grant Agreement with Allegiance Hillview, L.P. (now Allegiance GL LLC, DB Denton II LLC, and Rayzor Ranch 380 Associates, LLC) for the Rayzor Ranch development. BACKGROUND In 2007, the City entered into a Chapter 380 Economic Development Program Grant Agreement with Allegiance Hillview, L.P. for the Rayzor Ranch development, a 400 -acre mixed use project located on the north and south sides of University Drive near I-35. As a ground -up construction project, the development required significant public improvements by the developer, including widening University Drive from Bonnie Brae to I-35, water and wastewater infrastructure, and drainage. Using sales tax revenue generated by the project, the agreement reimburses the developer for costs incurred for the project's public improvements. In 2010, RED Development became partners with Allegiance Hillview, L.P. in the project. To date, the developers have invested about $55 million in public improvements that are eligible for reimbursement, and another $8 million in reimbursable public improvements are under construction. Currently, RED Development has a deadline of January 1, 2018, to meet 300,000 square feet of retail and commercial space in the Rayzor Ranch Town Center (on the south side of University Drive) in order to initiate its sales tax reimbursement for that portion of the development. If the deadline is not met, RED Development will not be reimbursed for any of the costs incurred for the public improvements it has made - or will make - for the Town Center. RED Development has requested a Fourth Amendment to its agreement to extend its deadline to meet 300,000 square feet from January 1, 2018, to April 1, 2018. Additionally, if at least 270,000 square feet have received a certificate of occupancy or have a foundation certified by the City by April 1, the date may be extended to July 1, 2018, upon completion of a certificate of compliance with supporting documentation by RED Development and verification of compliance by the City Manager of his designee. City of Denton Page 1 of 3 Printed on 3/31/2017 povveied by I_egivt9i IN File #: ID 17-315, Version: 1 The request is for a total extension of 6 months, and the deadline may not extend beyond July 1, 2018. According to the request letter from DB Denton II (RED Development), the extension will allow time to finish the City's design, permitting, and platting process for the projects currently in progress. The letter estimates the construction duration to be between 11-12 months, barring unforeseen circumstances. As of March 20, 227,582 square feet of retail and commercial space has either been issued a certificate of occupancy or is under construction, which represents 75% of the 300,000 square foot threshold. More than 81,000 additional square feet were approved by the Planning and Zoning Commission in January 2017, and are now in the City's development process, including: • Alamo Draft House - 44,052 square feet; second revisions to the plans were submitted to Development Services on March 9 • Rooms to Go - 39,120 square feet; fourth revisions to the plans were submitted on March 3 In addition to those projects, RED Development is planning three new -to -market family sit-down restaurants and another 8,000 square foot shop building to house three tenants. These are projected to open in 12-18 months. The proposed Fourth Amendment also memorializes the assignment by Allegiance GL, LLC of Phase I rights, title, interest and obligations to Rayzor Ranch 380 Associates, through its sole member FidCal, LLC. Given that RED Development has completed 75% of the square footage threshold and has enough square footage in the City's development process to exceed 300,000 square feet, staff thinks this request is reasonable and the proposed new deadlines are achievable. DB Denton II (RED Development) states in the amendment request letter that they do not expect to request any further amendments related to deadlines or the amount of completed improvements. GTM Development, owners of Golden Triangle Mall, and Movie Tavern have submitted letters in opposition to the approval of RED Development's request for a Fourth Amendment. RECOMMENDATION Staff recommends approval of the fourth amendment to the Economic Development Program Grant Agreement with the stipulation that no further amendment requests related to deadline or threshold changes be considered for this project. PRIOR ACTION/REVIEW (Council, Boards, Commissions) March 28, 2017 - Council held a work session and a closed session regarding the fourth amendment request. March 8, 2017 - The Economic Development Partnership Board recommends to Council to approval of the fourth amendment to an Economic Development Program Grant Agreement with Allegiance Hillview, L.P. (7- 0). November 2015 - The Third Amendment (2015-331) facilitated the development by O'Reilly Hotel Partners of a hotel and convention center in Rayzor Ranch Town Center by compensating the grantee for the estimated revenue loss for the property that is no longer available as retail acreage. May 2014 - The Second Amendment (2014-143) increased eligible improvements to cover additional Texas Department of Transportation (TxDOT) access improvements and carrying costs. September 2010 - The first Amendment (2010-210) assigned a portion of the incentive grant payments to RED Rayzor Ranch, LLC (RED Development). June 2010 - Council approved an Economic Development Program Grant Agreement with Allegiance Hillview City of Denton Page 2 of 3 Printed on 3/31/2017 povveied by I_egist9i I;, File #: ID 17-315, Version: 1 (2010-142), which replaced the original Agreement. March 2009 - The First Amendment (2009-064) to the original agreement separated the development into two phases. May 2007 - Council approved a Chapter 380 Economic Development Program Grant Agreement with Allegiance Hillview, LP (2007-113). FISCAL INFORMATION The current Agreement with Allegiance Hillview, L.P. (RED Development) has the following terms: • 50% rebate on sales tax revenue for 20 years for Rayzor Ranch Marketplace (north side of University Drive); this incentive triggered in 2012; as of March 20, 2017, approximately $4.7 million has been rebated under the agreement • 65% rebate on sales tax revenue until $5 million is reached, then a 50% rebate on sales tax revenue for 25 years for Rayzor Ranch Town Center (south side of University Drive) • The incentives are capped at $68 million total to Allegiance Hillview, L.P. (RED Development) for reimbursement of public infrastructure costs. As 2015, the Rayzor Ranch development has generated $11 million in net sales and property tax to the City. Denton Independent School District and Denton County receive property tax revenue from the development, and the Denton County Transportation Authority receives sales tax revenue from the development. 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 Exhibit 1 - Ordinance and Fourth Amendment Exhibit 2 - RED Development Amendment Request Letter Exhibit 3 - GTM Development Opposition Letter Exhibit 4 - Movie Tavern Opposition Letter Exhibit 5 - Presentation Respectfully submitted: Caroline Booth Director of Economic Development City of Denton Page 3 of 3 Printed on 3/31/2017 povveied by I_egist9i I;, ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A FOURTH AMENDED ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P. (ALLEGIANCE) DATED MARCH 29, 2017 BETWEEN THE CITY OF DENTON AND ASSIGNEES OF ALLEGIANCE; AND PROVIDING AN EFFECTIVE DATE WHEREAS, the City and Allegiance entered into an original Economic Development Program Grant Agreement with Allegiance Hillview, L.P. dated June 15, 2010 for the development of "Rayzor Ranch" ("Original Agreement"), generally located East of IH35W and West of N Bonnie Brae St and on the North and South sides of W University Drive between W Windsor Drive and Scripture Street ("the development"), which was amended under a First, Second, and Third Amendment, with the last amendment being adopted November 10, 2015; and WHEREAS, Allegiance subsequently assigned its interests in Phase II of the development to DB Denton II LLC and its interests in Phase I of the development to Allegiance GL LLC and Rayzor Ranch 380 Associates, LLC (the "Assignees"); and WHEREAS, the City and the Assignees desire to amend the Original Agreement under a Fourth Amended Economic Development Program Grant Agreement with Allegiance Hillview L.P., attached to this Ordinance and incorporated herein along with its Exhibits 1-4 (the "Fourth Amended Agreement") in order to memorialize the Third Assignment as defined therein, revise the definition of "Initial Retail Improvements in Phase II" in the Third Amended Agreement, extend the substantial completion deadline for the same, and other changes as defined therein; and WHEREAS, the City Council of the City of Denton, Texas hereby finds that the Fourth Amended Agreement is in the best interests of the citizens of the City of Denton; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute the Fourth Amended Economic Development Program Grant Agreement with Allegiance Hillview, L.P. ("Fourth Amended Agreement"), in substantially the form attached hereto with Exhibits 1-4 and made a part of this Ordinance for all purposes. SECTION 2. The City Manager, or his designee, is authorized to exercise the City of Denton's rights and duties as set forth in the Fourth Amended Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. Page I of 2 PASSED AND APPROVED THIS THE DAY OF , 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY am APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY :• CHRIS WATTS, MAYOR Page 2 of 2 S:\Lega1\0ur Documents\Contracts\17\RED Fourth_Amendment 032917.docx FOURTH AMENDED ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P. This Fourth Amended Economic Development Program Grant Agreement (this "Fourth Amended Agreement") is made and entered into by and between Allegiance Hillview, L.P., a New York Limited Partnership ("Allegiance"), by and through its assignees, Allegiance GL, LLC., a Delaware Limited Liability Company ("Allegiance GL"), and Rayzor Ranch 380 Associates, LLC., a Texas Limited Liability Company ("Rayzor"), along with DB Denton II LLC., a Delaware Limited Liability Company ("DB"), and the City of Denton, Texas, a Texas home -rule municipal corporation (the "City"), for the purposes and considerations stated below. The foregoing parties are sometimes individually referred to as a "Party" and collectively as the "Parties." WHEREAS, on or about June 15, 2010, the City and Allegiance entered into that certain Economic Development Program Grant Agreement with Allegiance Hillview, L.P., for the development of "Rayzor Ranch" generally located East of IH -35 W and West of N Bonnie Brae St and on the North and South sides of W University Drive between W Windsor Drive and Scripture Street (the "Development"), which agreement was approved under Ordinance No. 2010- 142, and is attached as Exhibit I hereto, and incorporated by reference herein (the "Original Agreement"); and WHEREAS, Allegiance entered into that certain Assignment and Assumption Agreement dated as of July 30, 2010 with DB, assigning to DB all of the right, title, interest, and obligations of Allegiance regarding Phase I1 of the Original Agreement, as amended (the "First Assignment"); and WHEREAS, on or about September 14, 2010, Allegiance, DB, and the City entered into that certain First Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P., to memorialize the First Assignment, and release Allegiance from obligations regarding Phase II, which first amendment was approved under Ordinance No. 2010- 210, and is attached as Exhibit 2 hereto, and incorporated by reference herein (the "First Amended Agreement"); and WHEREAS, on or about May 13, 2014, Allegiance, DB, and the City entered into that certain Second Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P., to amend the Original Agreement and First Amended Agreement, which Second Amendment was approved under Ordinance No. 2014-143, and is attached as Exhibit 3 hereto, and incorporated by reference herein (the "Second Amended Agreement"); and WHEREAS, Allegiance, through its general partner TH GP, LLC. d/b/a TH Denton GP. LLC., entered into that certain Assignment and Assumption Agreement as of April 1, 2015, with Allegiance GL, assigning to Allegiance GL all of the rights, title, interest, and obligations of Page I of I 1 S:\Legal\OurDocuments\Contracts\17\RED Fourth_ Amendment 032917.docx Allegiance regarding Phase I of the Original Agreement, as amended (the "Second Assignment"); and WHEREAS, on November 10, 2015, Allegiance, DB, and the City entered into that certain Third Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, I.P., in order to memorialize the Second Assignment, and facilitate the development of a Hotel and Convention Center in Phase II of the Development, which third amendment was approved under Ordinance No. 2015-331, and is attached as Exhibit 4 hereto, and incorporated by reference herein (the "Third Amended Agreement"); and WHEREAS, Allegiance GL entered into that certain Assignment and Assumption Agreement on or about November 1, 2016, with Rayzor through its sole member FidCal, LLC., a Delaware Limited Liability Company, assigning to Rayzor all of the rights, title, interest, and obligations of Allegiance GL regarding Phase I of the Original Agreement, as amended (the "Third Assignment"); and WHEREAS, the Parties now desire to memorialize the Third Assignment, revise the "Initial Retail Improvements in Phase II" definition of the Third Amended Agreement, extend the substantial completion deadline for the same, and other changes as identified herein. NOW, THEREFORE, for good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows: 1. Incorporation of Preamble. All matters and recitations stated in the preamble to this Fourth Amended Agreement are true, and correct, and are hereby incorporated by reference into the provisions of this Fourth Amended Agreement for all purposes. 2. Conflicts. The terms set forth in the Original Agreement, First Amended Agreement, Second Amended Agreement, Third Amended Agreement, (Exhibits 1-4), and this Fourth Amended Agreement are continuing in force and effect to the extent that they do not conflict. In the event of a conflict, the document executed later in time controls. All references in the Original Agreement, First Amended Agreement, Second Amended Agreement, and Third Amended Agreement to a deadline for the construction of the Initial Retail Improvements in Phase II, or the Required Infrastructure for the Initial Retail Improvements in Phase II shall be amended to reflect a deadline of April 1, 2018, subject to extension to July 1, 2018, as provided by this Fourth Amended Agreement. 3. Section l.b. of the Third Amended Agreement (Section 2 of the Original Agreement which was changed from "Retail Improvements in Phase II" to "Initial Retail Improvements in Phase II" and "Additional Retail Improvements in Phase II" definitions in the Second Amended Agreement) shall be amended to read as underlined: Page 2 of i l S:\Legal\Our Documents\Contracts\17\RED Fourth—Amendment 032917.docx b. Initial Retail Improvements in Phase II means a minimum of 300,000 gross square feet (as measured to the exterior building wall) of retail or commercial shopping center buildings located in Phase II, comprised of any combination of the following: (i) the Town Center (as described by the zoning applicable to the Property); (ii) the ground floor of the hotel and the convention center space that is part of, or planned to be part of the Hotel and Convention Center Project whether or not the Hotel and Convention Center Project has a certificate of occupancy by April 1, 2018, (subject to extension to July 1, 2018, as provided by this Fourth Amended Agreement); and (iii) other retail or commercial shopping center buildings located in Phase II. At the time of this Fourth Amended Agreement, the City has determined that approximately 227,582 gross square feet (approximately 75% of Initial Retail Improvements in Phase 1I) of retail, or commercial shopping center buildings located in Phase II have received a Certificate of Occupancy, or are under construction (applied for and received a permit and began work). If the gross square footage of the Initial Retail Improvements in Phase II does not meet the minimum 300,000 gross square feet by April 1, 2018, DB shall deliver to the City a Certificate of Compliance which is attached as Exhibit 5 hereto, (including documentation) that establishes the amount of gross square footage which has received a Certificate of Occupancy, or has a completed foundation approved by the Building Official as of April 1, 2018. The CitManager or his designee, shall have the authority to administratively approve an extension of this deadline to July 1 2018, for all purposes of this Fourth Amended Agreement, provided that at least 270,000 gross square feet (approximately 90% of the Initial Retail Improvements in PhaseIL_oof retail, or commercial shopping center buildings located in Phase II have received a Certificate of Occupancy, or have completed foundations approved by the Building Official, as determined by the City and attested to in the Certificate of Compliance by April 1, 2018. 4. Section 2.a. of the Third Amended Agreement (Section 3.2 of the Original Agreement) shall be amended to read as underlined: 3.2 Program Grant for Phase II. This Agreement shall be effective as of the date executed by both parties. At any time following execution of this Agreement and following Substantial Completion of the Required Infrastructure for Initial Retail Improvements in Phase II, (but not later than April 1, 2018, or as otherwise extended to July 1, 2018, as provided in this Fourth Amended Agreement), DB may designate the first day of any month to be the Program Effective Date for Phase II by providing written notice to the City at least 60 days prior to the designated Program Effective Date for Phase II. The City will begin making Program Grant for Phase II monthly installment payments on the designated Program Effective Date for Phase I1, and shall continue to make such monthly installment payments for 300 consecutive months as provided by this Agreement. This Agreement Page 3 of 11 SAlegal\Our Documents\Contracts\17\RED Fourth_Amendment 032917.docx will terminate with respect to the Program Grant for Phase II upon the earlier to occur of (i) the date DB has been paid for the full amount of the Eligible Phase II Costs, or (ii) 300 months after the Program Effective Date for Phase II regardless of whether DB has been paid the full amount of the Eligible Phase II Costs. Additional Program Grant for Hotel and Convention Center Project, as depicted in Exhibit A. The City will begin making Additional Program Grant for the Hotel and Convention Center Project monthly installment payments commencing the first month following receipt of the certificate of occupancy of the Hotel and Convention Center Project, and following the commencement of Phase II Grant Payments, and paid monthly until DB has received $5,000,000 as consideration for lost revenue in Phase II as a result of the Hotel and Convention Center Project. 5. Section 4.1 of the Ordinal Agreement shall be amended as underlined: 4.1. Program Grant for Phase I. For each month during the term of the Program Grant for Phase I, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant for Phase I installment payment to Rayzor on or before thirty days following the City's receipt from the State Comptroller of the Monthly Sales Tax Report indicating Total Taxable Sales from the businesses located in Phase I. The Program Grant for Phase I installment payments shall be calculated as provided in Section 5.1 of this Agreement. Issuance of the first certificate of occupancy by the City to any tenant within Phase I shall be a condition precedent to the initiation of Program Grant for Phase I installment payments. Program Grant for Phase I installment payments may be withheld at any time if there are delinquent property taxes on any property owned by Rayzor, and located in the City, and such installment payments will not be resumed until such delinquency is cured, at which time withheld payments shall be paid to Rayzor. Notwithstanding anything contained herein to the contrary, if Substantial Completion of the Retail Improvements in Phase I has not occurred on or before January 1, 2013, the City, in its sole discretion, may cease the Program Grant for Phase I installment payments and terminate this Agreement as to the Program Grant for Phase I, and Rayzor will refund to the City all Program Grant for Phase I installment payments previously made. In addition, the City, in its sole discretion, may terminate this Agreement as to the Program Grant for Phase I if Substantial Completion of the Required Infrastructure for Phase I has not occurred on or before January 1, 2013, 6. Section 5.b. of the Second Amended Agreement (Section 4.2 of the Original Agreement) shall be amended to read as underlined: b. Program Grant for Phase II. For each month during the term of the Program Grant for Phase I1, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant for Phase II installment payment to DB on, or before thirty days following Page 4 of 11 5:\lega1\0ur Documents\Contracts\17\RED Fourth_Amendment 032917.docx the City's receipt from the State Comptroller of the Monthly Sales Tax Report indicating Total Taxable Sales from the preceding month that are allocable to Phase IL The Program Grant for Phase II installment payments shall be calculated as provided in Section 5.2 of this Agreement. Issuance of the first certificate of occupancy by the City to any tenant within Phase II shall be a condition precedent to the initiation of Program Grant for Phase II installment payments. Program Grant for Phase II installment payments may be temporarily withheld at any time, if there are delinquent property taxes, or assessments on any property owned by DB, and located in the City, and such installment payments will not be resumed until such delinquency is cured, at which time withheld payments shall be paid to DB. The 300 month term for payment of Program Grant for Phase II shall not be suspended, or extended if installment payments are withheld pursuant to the prior sentence. Notwithstanding anything contained herein to the contrary, the Program Grant for Phase II installment payments will cease, this Agreement will automatically terminate as to the Program Grant for Phase II, and DB will refund to the City all Program Grant for Phase II installment payments previously made if Substantial Completion of the Initial Retail Improvements in Phase II has not occurred on or before April 1, 2018, (subject to extension to July 1, 2018, as provided by this Fourth Amended Agreement). In addition, the City, in its sole discretion, may terminate this Agreement as to the Program Grant for Phase II if Substantial Completion of the Required Infrastructure for Phase II for the Initial Retail Improvements in Phase II has not occurred on or before April 1, 2018, (subject to extension to July 1, 2018, as provided by this Fourth Amended Agreement.) 7. Section 2.b of the Third Amended Agreement (Section 5.2 of the Original Agreement) is revised to read as underlined: 5.2. Program Grant for Phase II. Program Grant for Phase II monthly installment payments during the term of the Program Grant for Phase II shall be calculated as 50% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales allocable to Phase II during the preceding month as established by the most recent State Comptroller's Monthly Sales Tax Report. The City's obligation to make such payments is contingent upon the City's receipt of the sales taxes from the Texas State Comptroller, and the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to issue Monthly Sales Tax Reports, the City and the Parties shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for Phase II monthly installment payments. Payments of the Program Grant for Phase II monthly installment payments will be used to repay DB for Eligible Phase II Costs not otherwise paid with Program Grant for Phase I payments up to a maximum of $21,000,000.00 upon Substantial Completion of the Initial Retail Improvements in Phase II and up to an additional $27,000,000.00 upon Substantial Completion of the Additional Retail Improvements in Phase II. Page 5of11 S:\Legal\Our Documents\Contracts\17\RED Fourth—Amendment 032917.docx Additional Program Grant for Hotel and Convention Center Project. Program Grant for Hotel and Convention Center Project shall be calculated as 15% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales allocable to Phase I and Phase II during the preceding month as established by the most recent State Comptroller's Monthly Sales Tax Report. The City's obligation to make such payments is contingent upon the City's receipt of the sales taxes from the Texas State Comptroller and the Monthly Sales Tax Report; provided, however if the State Comptroller ceases to issue Monthly Sales Tax Reports, the Parties shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for the Hotel and Convention Center Project monthly installment payments. Notwithstanding any provision of the Second Assignment, or Third Assignment to the contrary, all payments of the Program Grant for the Hotel and Convention Center Project shall be made monthly to DB until DB has received $5,000,000 as consideration for lost revenue in Phase II as a result of the Hotel and Convention Center Project. 8. Section 6 of the Second Amended Agreement (Section 8 of the Original Agreement) is amended in its entirety to read as follows to include omissions and as underlined: 6. Default. If a Party fails to perforin any of its obligations under this Agreement, and such failure is not cured within 30 days after written notice, the failure of the non- performing Party to cure within such 30 day period (or to commence to cure if the nature of the failure cannot reasonably be cured within 30 days) shall constitute a default under this Agreement and shall entitle the non -defaulting party to all remedies available at law, or in equity (including injunctive relief, specific performance, and suspending, or withholding Program Grant for Phase I or Program Grant for Phase II payments); PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING: (i) MONETARY DAMAGES SHALL BE LIMITED TO THE AMOUNT NECESSARY TO ENFORCE SPECIFIC PERFORMANCE OF THE FAILED OBLIGATION; (ii) THE CITY CANNOT TERMINATE THIS AGREEMENT AS TO PHASE I; (iii) THE CITY CANNOT TERMINATE THIS AGREEMENT AS TO PHASE II UNLESS: (1) SUBSTANTIAL COMPLETION OF THE INITIAL RETAIL IMPROVEMENTS IN PHASE II DOES NOT OCCUR ON, OR BEFORE APRIL 1, 2018, (SUBJECT TO EXTENSION TO JULY 1, 2018, AS PROVIDED BY THIS FOURTH AMENDED AGREEMENT), OR (2) SUBSTANTIAL COMPLETION OF THE REQUIRED INFRASTRUCTURE FOR THE INITIAL RETAIL IMPROVEMENTS IN PHASE II DOES NOT OCCUR ON, OR BEFORE APRIL 1, 2018, (SUBJECT TO EXTENSION TO JULY 1, 2018, AS PROVIDED BY THIS FOURTH AMENDED AGREEMENT); AND (iv) THE CITY MAY NOT TERMINATE, WITHHOLD, OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH RESPECT TO PROGRAM GRANT FOR PHASE I PAYMENTS, OR OTHERWISE RELATED TO PHASE I EXCEPT FOR DEFAULTS RELATED Page 6 of 11 SALegal\Our Documents\Contracts\17\RED Fourth_Amendment 032917.docx TO PHASE I, AND THE CITY MAY NOT TERMINATE, WITHHOLD, OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH RESPECT TO PROGRAM GRANT FOR PHASE II PAYMENTS, OR OTHERWISE RELATED TO PHASE II EXCPET FOR DEFAULTS RELATED TO PHASE II. 9. Section 9 of the Second Amended Agreement is amended in its entirety to read as underlined: Public Improvement District Financing of Eligible Improvements. If the City levies public improvement district assessments to pay any portion of DB's costs of the Eligible Improvements shown on Exhibit A of the Second Amended Agreement, the amount levied and collected from DB shall be reimbursable costs under this Fourth Amended Agreement so long as the total of such assessments and other Eligible Phase II costs do not exceed the maximum amount of $68,000,000.00 as reflected in Exhibit A of the Second Amended Agreement. 10. BindingE. This Fourth Amended Agreement will be binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns. This Fourth Amended Agreement shall not inure to the benefit or give rights or obligations to third party beneficiaries. 11. Counterparts. This Fourth Amended Agreement may be executed in one or more counterpart copies, all of which will constitute and be deemed an original, but all of which together will constitute one and the same instrument binding on the Parties. Delivery by facsimile or electronic mail of this Fourth Amended Agreement, or an executed counterpart hereof will be deemed a good and valid execution and delivery thereof. 12. Authority. Each Party represents that the below individuals have the full authority and capacity to execute this Fourth Amended Agreement on behalf of its respective Party. Page 7 of 11 S:\Legal\Our Documents\Contracts\17\RED Fourth—Amendment 032917.docx EXECUTED and effective as of the day of , 2017. CITY OF DENTON, DENTON, TEXAS A TEXAS MUNICIPAL CORPORATION TODD HILEMAN, CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LA, L, INTERIM CITY- AT ORNEY BY: STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on the day of , 2017, by Todd Hileman, City Manager, City of Denton, Texas, on behalf of said city. Notary Public, in and for the State of Texas My Commission expires: Page8of11 S:\Legal\Our Documents\Contracts\17\RED Fourth—Amendment 032917.docx ALLEGIANCE GL LLC, a Delaware Limited Liability Company (as Assignee from Allegiance Hillview, LR) By. Andrew Osborne, Au ed Signatory STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on thzhkday ofNW:Lft,2017,by Andrew Osborne, of Allegiance GL, LLC., its Authorized Signatory on behalf of said entity. HEATHER N MARTIN Notary ID # 126548324 My Commission Expires June 6. 2020 Notary. . for the Stale of My Commission expires: Page 9 of 11 5:\Lega1\0ur Documents\Contracts\17\RED Fourth Amendment 032917.docx DB DENTON II LLC, a Delaware Limited Liability Company By: DB Denton Holdings LLC, A Delaware Limited Liability Company Its: Sole Member By: RED Rayzor Ranch, LLC, A Delaware Limited Liability Co Its: Maria ing nber By: Michael Ebert Its: Vice President and Principal STATE OF T : § COUNTY OF DE ON § This instrument was acknowledged before me on the day of2017, by Michael Ebert, of DB Benton II, LLC., its Vice President and Principal on behalf of said entity. Notary Public, in and for the S ate of l xas- My Commission expires: Page 10 of 11 `Z. ` �5 I S:\Legal\Our Documents\Contract5\17\RED Fourth—Amendment 032927.docx RAYIGR RANCH 3)80 ASSOCIATES, LLC, a Texas Limited Liability Company (as Assignee 1r•om Allegiance GL LLC) By: FidCal, LLC, A Delaware Limited. Liability Company Its Sole Member By: FRP FidCal, LI.,C A Texas Limited Liability Company Its: Manager By: µms_ Richard Coe Its: Executive Vice President STATE GF TEXAS 5 COUNTY OF DENTEN This instrument was acknowledged before nye on the day of .,{ ; 2017, by Richard L-JCoe, of Rayzor Ranch 380 Associates, LLC., its Executive Vice President on behalf of said entity. FF, ANGELA PACE Notary Public. State Of Texas Notary ID 56 t Comm. Expires 09�-0-2-2018 Notary Public, ii -And tor the State of Texas My Commission expires Paac 1 I of I I EXHIBIT 1 s.\legal\our documents\,ordinances\10 380 amended agr-allegiance hiIIvie w doc ORDINANCE NO. 2010-142 AN ORDINANCE APPROVING A CHAPTER 380 ECONOMIC DEVELOPMENT GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, LP; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Allegiance Hillview, LP ("Allegiance") has made a request of the City of Denton ("City") to establish an economic development program under Chapter 380 of the Texas Local Government ("Chapter 380") to stimulate the development of commercial property within the City of Denton; and WHEREAS, on May 15, 2007, the City Council adopted Ordinance No. 2007-113 which included an Economic Development Grant Agreement (the "Original Agreement") establishing an economic development program under Chapter 380; and WHEREAS, on March 10, 2009, the City Council adopted Ordinance No. 2009-064 which amended the Original Agreement (the "Amendment"); and WHEREAS, Allegiance has requested that certain terms of the Original Agreement, as amended by the Amendment, be again amended; and WHEREAS, due to the nature of the requested amendments and to clarify the intent of the parties, Allegiance and the City desire to enter into a new agreement ("Agreement") with regard to the economic development grant described herein; and WHEREAS, it is in the public interest to authorize the approval of the Agreement, which is attached hereto and made a part of, NOW, THEREFORE; THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitals and findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The Mayor, or the Mayor Pro Tem, is hereby authorized to execute the Agreement on behalf of the City of Denton and to exercise all rights and duties of the City of Denton under this Agreement, including without limitation the authorization to make the expenditures set forth in the Agreement. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2010. s.\legal\our documents\ordinances\10\380 amended agr-allegiance hiIIvie w.doc ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: '�lk) � ) APPRO ED A TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: �. Page 2 THE STATE OF TEXAS § COUNTY OF DENTON § ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P. This Economic Development Program Grant Agreement (this "Agreement") is made and entered into by and between ALLEGIANCE HILLVIEW, L.P. ("Grantee"), a New York Limited Partnership, and the CITY OF DENTON, TEXAS (the "City"), a Texas municipal corporation, for the purposes and considerations stated below. Grantee and the City are individually referred to as a "Party" and collectively as the "Parties." Section 1. Authorization. This Agreement is made pursuant to the Economic Development Program provisions of TEXAS LOCAL GOVERNMENT CODE, Chapter 380 (the "Act") to promote local economic development and to stimulate business and commercial activity in the City. Section 2. Definitions. "Eligible Improvements" means any improvements included within the categories identified on Exhibit A. "Eligible Phase 1 Costs" means the actual amounts paid for Eligible Improvements in Phase 1, including amounts paid for the Highway 380 Improvements. "Eligible Phase 11 Costs" means (i) the actual amounts paid for Eligible Improvements in Phase 11 plus (ii) the amount by which the amounts paid for Eligible Improvements in Phase I exceed $20 million. "Grantee" means Allegiance Hillview, L.P., and its successors and assigns as permitted by this Agreement. Page 1 1915\010\951 1.2 "}�hway 380 Improvements" means the reconstruction of US Highway 380 consisting of two additional lanes (one on the north side and one on the south side of the highway) from the intersection of US 380 and Bonnie Brae to the intersection of US 380 and the nearest service road right-of-way for Interstate 35, including utility relocations required by the reconstruction. "Monthly Sales Tax Report" means the monthly report received from the Texas State Comptroller that shows the amount of Total Taxable Sales for a month period. "Phase I" means the portion of the Property located north of US 380, consisting of approximately 153 acres described in Exhibit B. "Phase II" means the portion of the Property located south of US 380, consisting of approximately 257 acres described in Exhibit B "Program Effective Date for Phase I" is defined in Section 3 of this Agreement. "Program Effective Date for Phase ll" is defined in Section 3 of this Agreement. "Program Grant for Phase 1" means 240 consecutive monthly payments made by the City to Grantee beginning on the Program Effective Date for Phase I and continuing for the term of the Program Grant for Phase I as described in Section 4.1 of this Agreement. Each monthly payment will be calculated as a percentage of the 1.5% sales tax collected by the City with respect to Total Taxable Sales in Phase 1 as reported in the Monthly Sales Tax Report, all as described in Section 5.1 of this Agreement. "Program Grant for Phase 11" means 240 consecutive monthly payments made by the City to Grantee beginning on the Program Effective Date for Phase 11 and continuing for the term of the Program Grant for Phase 11 as described in Section 4.2 of this Agreement. Each monthly payment will be calculated as a percentage of the 1.5% sales tax collected by the City with respect to Total Taxable Sales in Phase 11 as reported in the Monthly Sales Tax Report, all as Page 2 1915\010\9511.2 described in Section 5.2 of this Agreement "Property" means the approximately 410 acres described on Exhibit B. "Required Infrastructure for Phase I" means the road and public utility infrastructure required to obtain final certificates of occupancy for the Retail Improvements or a phased portion of the Retail Improvements in Phase 1, including but not limited to, Highway 380 Improvements and the road and utilities in Phase 1 that will be needed to serve the contemplated residential development at the north of Phase 1. "Required Infrastructure for Phase 11" means the road and public utility infrastructure required to obtain final certificates of occupancy for the Retail Improvements or a phased portion of the Retail Improvements in Phase 11, including but not limited to the portion of Heritage Trail located within Phase 11. "Retail Improvements in Phase I" means a minimum of 400,000 gross square feet (as measured to the exterior building walls) of retail or commercial shopping center buildings located in Phase 1. "Retail Improvements in Phase 11" means a minimum of 600,000 gross square feet (as measured to the exterior building walls) of retail or commercial shopping center buildings located in Phase ll, comprised of the Town Center (as described by the zoning applicable to the Property), and other retail development in Phase 11. "Substantial Completion" means: (i) with respect to the Retail Improvements in Phase I, when final certificates of occupancy have been issued for the Retail Improvements in Phase 1; (ii) with respect to the Required Infrastructure for Phase 1, when the Required Infrastructure for Phase 1 has been constructed and inspected in accordance with City and TxDot standards, as applicable, and as required to obtain final certificates of occupancy for the Retail Improvements or a phased portion of the Retail Improvements in Phase I; (iii) with respect to the Retail Improvements in Phase 11, when final certificates of occupancy have been issued for the Retail Page 3 1915\010\9511.2 Improvements in Phase 11; and (iv) with respect to the Required Infrastructure for Phase 11, when the Required Infrastructure for Phase 11 has been constructed and inspected in accordance with City and TxDot standards; as applicable, and as required to obtain final certificates of occupancy for the Retail Improvements or a phased portion of the Retail Improvements in Phase 11. "Total Taxable Sales" means the total amount of all sales from which sales and use tax are collected from businesses located in Phase I or Phase I1, as applicable, excluding sales occurring at any Dillard's, J.C. Penney Co., Macy's, Sears Roebuck and Co., Barnes & Noble, DSW (Discount Shoe Warehouse), and Ross Dress for Less that locates within the Property and closes any store located within the retail shopping area commonly known as the "Golden Triangle Mall." "TxDot" means the Texas Department of Transportation. "US 380" means U.S. Highway 380. Section 3. Terms of Program Grants for Phase I and Phase II. 3.1. Program Grant for Phase 1. This Agreement shall be effective as of the date executed by both parties. At any time following execution of this Agreement and following Substantial Completion of the Required Infrastructure for Phase I (but not later than January 1, 2013), Grantee may designate the first day of any month to be the Program Effective Date for Phase I by providing written notice to the City at least 60 days prior to the designated Prograrn Effective Date for Phase 1. The City will begin making Program Grant for Phase I monthly installment payments on the designated Program Effective Date for Phase I and shall continue to make such monthly installment payments for 240 consecutive months as provided by this Agreement. This Agreement will terminate with respect to the Program Grant for Phase I upon the earlier to occur of (1) the date Grantee has been paid for the full amount of the Eligible Phase I Costs and the Eligible Phase 11 Costs, or (ii) 240 months after the Program Effective Date for Phase 1 regardless ofwhether Grantee has been paid the full amount of the Eligible Phase I Costs and Eligible Phase 11 Costs. Page 4 1915\010\951 1.2 3.2 Program Grant for Phase 11. This Agreement shall be effective as of the date executed by both parties. At any time following execution of this Agreement and following Substantial Completion of the Required Infrastructure for Phase II (but not later than January 1, 2015), Grantee may designate the first day of any month to be the Program Effective Date for Phase II by providing written notice to the City at least 60 days prior to the designated Program Effective Date for Phase 11. The City will begin making Program Grant for Phase 11 monthly installment payments on the designated Program Effective Date for Phase II and shall continue to make such monthly installment payments for 240 consecutive months as provided by this Agreement. This Agreement will terminate with respect to the Program Grant for Phase 11 upon the earlier to occur of (i) the date Grantee has been paid for the full amount of the Eligible Phase 11 Costs, or (ii) 240 months after the Program Effective Date for Phase 11 regardless of whether Grantee has been paid the full amount of the Eligible Phase 11 Costs Section 4. Installment Payments for Program Grants for Phase I and Phase II. 4.1. Program Grant for Phase 1. For each month during the term of the Program Grant for Phase I, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant for Phase I installment payment to Grantee on or before thirty days following the City's receipt from the State Comptroller of the Monthly Sales Tax Report indicating Total Taxable Sales from the businesses located in Phase 1. The Program Grant for Phase I installment payments shall be calculated as provided in Section 5.1 of this Agreement. Issuance of the first certificate of occupancy by the City to any tenant within Phase I shall be a condition precedent to the initiation of Program Grant for Phase I installment payments. Program Grant for Phase I installment payments may be withheld at any time if there are delinquent property taxes on any property owned by Grantee and located in the City, and such installment payments will not be resumed until such delinquency is cured. Notwithstanding anything contained herein to the contrary, if Substantial Completion of the Retail Improvements in Phase I has not occurred on or before January 1, 2013, the City, in its sole discretion, may cease the Program Grant for Phase I installment payments and terminate this Agreement as to the Program Grant for Phase 1, and Grantee will refund to the City all Program Grant for Phase 1 installment payments previously Page 5 1915\010\951 1.2 made. In addition, the City, in its sole discretion, may terminate this Agreement as to the Program Grant for Phase I if Substantial Completion of the Required Infrastructure for Phase I has not occurred on or before January 1, 2013. 4.2. Program Grant for Phase 11. For each month during the term of the Program Grant for Phase 11, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant for Phase iI installment payment to Grantee on or before thirty days following the City's receipt from the State Comptroller of the Monthly Sales Tax Report indicating Total Taxable Sales from businesses located in Phase 11. The Program Grant for Phase Il installment payments shall be calculated as provided in Section 5.2 of this Agreement. Issuance of the first certificate of occupancy by the City to any tenant within Phase 11 shall be a condition precedent to the initiation of Program Grant for Phase 11 installment payments. Program Grant for Phase II installment payments may be withheld at any time if there are delinquent property taxes on any property owned by Grantee and located in the City, and such installment payments will not be resumed until such delinquency is cured. Notwithstanding anything contained herein to the contrary, if Substantial Completion of the Retail Improvements in Phase II has not occurred on or before January 1, 2015; the City, in its sole discretion, may cease the Program Grant for Phase 11 installment payments and terminate this Agreement as to the Program Grant for Phase 11, and Grantee will refund to the City all Program Grant for Phase 11 installment payments previously made. In addition, the City, in its sole discretion, may terminate this Agreement as to the Program Grant for Phase 11 if Substantial Completion of the Required Infrastructure for Phase 11 has not occurred on or before January 1, 2015 Section 5. Calculation of Installment Payments for Phase I and Phase II. 5.1. Program Grant for Phase I. Program Grant for Phase I monthly installment payments during the term of the Program Grant for Phase I (as set forth in Section 3.1) shall be calculated as 50% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales from businesses in Phase I as established by the most recent State Comptroller's Monthly Sales Tax Report. The City's obligation to make such payments is contingent upon the City's receipt of the Monthly Sales Tax Report; provided, however; if the State Comptroller ceases to Page 6 1915\010\9511.2 issue Monthly Sales Tax Reports, the City and Grantee shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for Phase 1 monthly installment payments. Payments of the Program Grant for Phase I monthly installment payments will be used FIRST, to repay Grantee for Eligible Phase I Costs up to a maximum of $20 million and THEN to repay Grantee for Eligible Phase 11 Costs up to a maximum of $42 million, providing that Phase 11 installments have been initiated. Any adjustments resulting from overpayment or underpayment of sales tax by a retail business located within Phase 1 will be reflected in the monthly Program Grant for Phase I installment payment in which such overpayment or underpayment was reported by the State Comptroller. If for any reason the City is required to remit to the State Comptroller sales tax previously collected on reported sales within Phase 1, the next scheduled Program Grant for Phase 1 installment payment will be adjusted by the amount of overpayment or underpayment. Should the adjustment result in a negative Program Grant for Phase I installment payment due, Grantee will remit the balance to the City within 30 days. 5.2. Program Grant for Phase I1. Program Grant for Phase 11 monthly installment payments during the term of the Program Grant for Phase 11 (as set forth in Section 3.2) shall be calculated as 50% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales from businesses in Phase II as established by the most recent State Comptroller's Monthly Sales Tax Report. The City's obligation to make such payments is contingent upon the City's receipt of the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to issue Monthly Sales Tax Reports, the City and Grantee shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for Phase If monthly installment payments. Payments of the Program Grant for Phase 11 monthly installment payments will be used to repay Grantee for Eligible Phase 11 Costs up to a maximum of $42 million. Any adjustments resulting from overpayment or underpayment of sales tax by a retail business located within Phase 11 will be reflected in the monthly Program Grant for Phase 11 installment payment in which such overpayment or underpayment was reported by the State Page 7 1915\010\951 1.2 Comptroller. If for any reason the City is required to remit to the State Comptroller sales tax previously collected on reported sales within Phase II, the next scheduled Program Grant for Phase II installment payment will be adjusted by the amount of overpayment or underpayment. Should the adjustment result in a negative Program Grant for Phase II installment payment due, Grantee will remit the balance to the City within 30 days. Section 6. Other Grantee Obligations. In consideration of the Program Grant for Phase I and the Program Grant for Phase II, Grantee agrees as follows: 6.1 The Retail Improvements in Phase I and the Retail Improvements in Phase II shall be designed and constructed in accordance with the Rayzor Ranch Architectural Guidelines. 6.2 In the event of tenant turnover, Grantee shall diligently seek to obtain quality retail tenants that are new to the Denton retail market. However, existing Denton retail businesses shall not be prohibited from leasing retail space at the Property. 6.3 Grantee shall fund the Highway 380 Improvements and shall guarantee funding by providing the City with an irrevocable letter of credit pursuant to the Development Agreement for Rayzor Ranch (US 380). Failure to provide the letter of credit will be a default under this Agreement, and the City may withhold all Program Grant for Phase I and Program Grant for Phase II installment payments until an executed letter of credit is received by the City. Should Grantee receive reimbursement for the Highway 380 Improvements from TxDot, the amount of such reimbursement shall be deducted from the total amount of the Eligible Costs. 6.4 The Property will not be conveyed during the term of this Agreement to any entity whose ownership of the Property would cause the Property to become exempt from ad valorem taxes unless an agreement with the City to ensure a program of payments in lieu of ad valorem taxes has first been agreed upon; provided, however, this Section 6.4 shall not apply to the property designated for the future museum to be located on the Property, or property designated for parks or other public uses, including Cook Children's Hospital and the Denton Municipal Electric substation sites. Page 8 1915\010\9511.2 6.5 Grantee has dedicated within the Property all required right-of-way for the ftiture expansion of Bonnie Brae as a secondary arterial. 6.6 In the event Grantee or any of its affiliates purchases any retail buildings in the retail shopping area commonly known as the "Golden Triangle Mall," Grantee or its affiliate shall offer in writing to sell such buildings to FMP Denton, LLC for: (i) the then fair market value of such buildings as established by a qualified, independent MAI appraiser, or (ii) the amount of any arms -length offer to purchase such buildings received by Grantee or its affiliate from any third -party retail user unrelated to Grantee or any of its affiliates, whichever is greater. Section 7. Audits and Monitoring. From time to time prior to and after the initiation of the Program Grant Installment Payments for Phase 1, Grantee will submit statement(s) of Eligible Costs for Phase I expenditures. City will review the statement(s) and within 30 days provide Grantee with a letter, signed by the City Manager or his designee, notifying Grantee that items on the statement(s) are approved or denied as "eligible costs" or requesting additional detail if needed to make the determination of eligibility. From time to time prior to and after the initiation of the Program Grant Installment Payments for Phase 11, Grantee will submit statement(s) of Eligible Costs for Phase 11 expenditures. City will review the statement(s) and within 30 days provide Grantee with a letter, signed by the City Manager or his designee, notifying Grantee that items on the statement(s) are approved or denied as "eligible costs" or requesting additional detail if needed to make the determination of eligibility. During the term of this Agreement, the City reserves the right to conduct audits of the sales and use tax records of businesses located within the Property if, in the sole opinion of the City, such action is determined to be necessary. Grantee agrees upon request to use reasonable efforts to assist the City in obtaining such records from tenant taxpayers. Failure to provide such assistance shall be grounds for default, and City may withhold any Program Grant installment payments until such assistance is provided. During the term of this Agreement, the City will Page 9 1915\010\951 1,2 keep, or cause to be kept, copies of the Monthly Tax Reports and proper and current books and accounts in which complete and accurate entries shall be made of the amount of sales taxes received by the City from the State of Texas attributed to retail sales within both Phase I and Phase 11 and such other calculations, allocations and payments required by this Agreement. During the term, the City shall prepare within 180 days after the close of each fiscal year of the City, a complete financial statement for such year in reasonable detail covering the above information, and shall furnish a copy of such statement to Grantee. Upon the request of Grantee, and at Grantee's expense, City shall have the annual Program Grant for Phase I and the Program Grant for Phase lI financial statements prepared by an independent certified public accountant. Upon request of Grantee, City shall provide copies of City records related to the Program Grant for Phase I and/or the Program Grant for Phase II to investors, lenders, or other parties designated by the Grantee. Section 8. Default. If a party fails to perform any of its obligations under this Agreement and such failure is not cured within 30 days after written notice, the failure of the non- performing party to cure within such 30 day period (or to commence to cure if the nature of the failure cannot reasonably be cured within 30 days) shall constitute a default under this Agreement and shall entitle the non -defaulting party to all remedies available at law or in equity (including injunctive relief, specific performance, and suspending or withholding Program Grant for Phase I or Program Grant for Phase 11 payments); PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, (i) MONETARY DAMAGES SHALL BE LIMITED TO THE AMOUNT NECESSARY TO ENFORCE SPECIFIC PERFORMANCE OF THE FAILED OBLIGATION; (ii) THE CITY CANNOT TERMINATE THIS AGREEMENT AS TO PHASE I UNLESS (1) SUBSTANTIAL COMPLETION OF THE RETAIL IMPROVEMENTS IN PHASE I DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2013 AS PROVIDED BY SECTION 4 HEREOF, (2) SUBSTANTIAL COMPLETION OF THE REQUIRED INFRASTRUCTURE FOR PHASE I DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2013 AS PROVIDED BY SECTION 4 HEREOF, OR (3) GRANTEE IS IN DEFAULT OF ITS OBLIGATION TO PROVIDE THE LETTER OF CREDIT AS PROVIDED BY SECTION 6.3 HEREOF; (iii) THE CITY CANNOT TERMINATE THIS AGREEMENT AS TO PHASE 11 UNLESS (1) SUBSTANTIAL COMPLETION OF THE RETAIL IMPROVEMENTS IN PHASE 11 DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2015 AS PROVIDED BY SECTION 4 HEREOF, (2) SUBSTANTIAL COMPLETION OF THE Page 10 1915\010\9511.2 REQUIRED INFRASTRUCTURE FOR PHASE II DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2015 AS PROVIDED BY SECTION 4 HEREOF, OR (3) GRANTEE IS IN DEFAULT OF ITS OBLIGATION TO PROVIDE THE LETTER OF CREDIT AS PROVIDED BY SECTION 6.3 HEREOF; AND (iv) THE CITY MAY NOT TERMINATE, WITHHOLD OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH RESPECT TO PROGRAM GRANT FOR PHASE I PAYMENTS OR OTHERWISE RELATED TO PHASE I EXCEPT FOR DEFAULTS RELATED TO PHASE I AND THE CITY MAY NOT TERMINATE, WITHHOLD OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH RESPECT TO PROGRAM GRANT FOR PHASE II PAYMENTS OR OTHERWISE RELATED TO PHASE II EXCEPT FOR DEFAULTS RELATED TO PHASE II. Section 9. Mutual Assistance. The City and the Grantee shall do all things necessary or appropriate to carry out the terms and provisions of this Agreement and to aid and assist each other in carrying out the terms and provisions of this Agreement. Section 10. Indemnity. It is understood and agreed that Grantee in performing its obligations hereunder is acting independently and the City assumes no responsibilities or liabilities in connection therewith to third parties and Grantee agrees to defend, indemnify and hold harmless the City from and against any and all claims, suits, and causes of action of any nature whatsoever arising out of Grantee's obligations hereunder. Grantee's indemnification obligations include the payment of reasonable attorney's fees and expenses incurred by the City in connection with such claims, suits, and causes of action. Section 11. Representations and Warranties by the City. The City represents and warrants that: 11.1 The City is a home rule Texas municipal corporation and has the power to enter into and has taken all actions to date required to authorize this Agreement and to carry out its obligations hereunder; Page 11 191 5\010\951 1.2 1 1.2 The City knows of no litigation, proceedings, initiative, referendum, investigation or threat of any of the same contesting the powers of the City or its officials with respect to this Agreement that has not been disclosed in writing to Grantee; 11.3 The City knows of no law, order, rule or regulation applicable to the City or to the City's governing documents that would be contravened by, or conflict with the execution and delivery of this Agreement; 11.4 This Agreement constitutes a valid and binding obligation of the City, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' rights and by equitable principles, whether considered at law or in equity. Subject to the indemnity provided by Section 10 of this Agreement, the City will defend the validity of this Agreement in the event of any litigation arising hereunder that names the City as a party or which challenges the authority of the City to enter into or perform its obligations hereunder. City recognizes that Grantee intends to commence construction and expend substantial monies in reliance upon the accuracy of the representation and warranty of the City as set forth in this Section 11. Section 12. Representations and Warranties by Grantee. Grantee represents and warrants that: 12.1 Grantee is a New York Limited Partnership duly organized and validly existing under the laws of the State of Texas and is, or will prior to the effective date of this Agreement, be qualified to do business in the State of Texas; has the legal capacity and the authority to enter into and perform its obligations under this Agreement; 12.2 The execution and delivery of this Agreement and the performance and observance of its terms, conditions and obligations have been duly and validly authorized by all necessary action on its part to make this Agreement; Page 12 1915\010\9511.2 12.3 Grantee knows of no litigation proceeding, initiative, referendum, or investigation or threat of any the same contesting the powers of the City, Grantee or any of its principals or officials with respect to this Agreement that has not been disclosed in writing to the City; and 12.4 Grantee has the necessary legal ability to perform its obligations under this Agreement and has the necessary financial ability, through borrowing or otherwise, to construct the Improvements. This Agreement constitutes a valid and binding obligation of Grantee, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors' rights and by equitable principles, whether considered at law or in equity. Section 13. Rights of Lenders and Interested Parties. The City is aware that financing for acquisition, development, and/or construction of the infrastructure and retail improvements required by this Agreement may be provided, in whole or in part, from time to time, by one or more third parties, including, without limitation, lenders, major tenants, equity partners and purchasers or developers of portions of the Property (individually, an "Interested Party" and collectively, "Interested Parties"). In the event Grantee fails to perform any of its obligations under this Agreement, all notices to which Grantee is entitled under Section 8 of this Agreement shall be provided to the Interested Parties at the same time they are provided to Grantee (provided the Interested Parties have previously been identified to the City and provided their notice addresses to the City). If any Interested Party is permitted under the terms of its agreement with Grantee, to cure the event of default and/or to assume Grantee's position with respect to this Agreement, the City agrees to recognize such rights of the Interested Party and to otherwise permit the Interested Party to cure the event of default and to assume all of the rights and obligations of Grantee under this Agreement. The City shall, at any time upon reasonable request by Grantee, provide to any Interested Party an estoppel certificate or other document evidencing that this Agreement is in full force and effect and that no event of default by Grantee exists hereunder (or, if appropriate, specifying the nature and duration of any existing event of default). Upon request by any Interested Party, the City will enter. into a separate assumption or similar agreement with such Interested Party, consistent with the provisions of this Section 13. Page 13 1915\0 1 0\9511.2 Section 14. Compliance. This Agreement shall be conditioned upon and subject to compliance with all applicable federal, state and city laws, ordinances, rules and regulations, including, without limitation, all provisions of the Development Code of the City of Denton. Section 15. Limitation. This Agreement shall never be construed as constituting permission or authority for development or construction pursuant to Chapter 245 of the Texas Local Government Code. Section 16. Entire Agreement; Changes and Amendments. This Agreement constitutes the entire agreement of the Parties with regard to the subject matter hereof and supersedes and replaces in their entirety all prior agreements related to the subject matter hereof including, but not limited to, that certain "Economic Development Program Grant Agreement with Allegiance Hillview, LP" executed and effective on or about March 10, 2009, and passed and approved by City Ordinance No. 2009-064 dated March 10, 2009. Except as specifically provided otherwise in this Agreement, any alterations or deletions to the terms of this Agreement shall be by written amendment executed by both parties to this Agreement. Section 17. Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties, their respective successors and assigns. Grantee may assign all or part of its rights and/or obligations in or to or under this Agreement as related to Phase I and/or Phase 11 upon written notice to the City of such assignment. If an assignee agrees in writing to be bound by the terms and conditions of this Agreement and executes an amendment to this Agreement, the assignor shall be released as to the obligations assigned but not as to any obligations or liabilities of the assignor to the City that arose prior to the assignment. Section 18. Notice. Any notice and/or statement required or permitted to be delivered shall be deemed delivered five business days after being deposited in the United States mail, certified with return receipt requested, postage prepaid, addressed to the appropriate party at the following addresses, or at such other addresses provided by the parties in writing. Any such notice and/or statement shall also be deemed delivered when delivered by a nationally recognized delivery Page 14 1915\010\951 1.2 company (e.g., FedEx or UPS) with evidence of delivery signed by anyone at the delivery address. If to Grantee: Allegiance Hillview, L.P. 1345 Avenue of the Americas - 46`h Floor New York, New York 10105 Attention: Constantine Dakolias, President with a copy to: Allegiance Hillview, L.P. 5221 North O'Connor Boulevard, Suite 700 Irving, Texas 75039 Attention: Andrew Osborne If to the City: City of Denton Attn: City Manager 215 E. McKinney Denton, Texas 76201 Phone: 940.349.8307 Fax: 940.349.8596 With a copy to: City of Denton Attn: City Attorney 215 E. McKinney Denton, Texas 76201 Phone: 940.349.8333 Fax: 940.382.7923 Section 19. Venue. The obligations of the Parties are performable in Denton County, Texas, and if legal action is necessary to enforce this Agreement, exclusive venue shall lie in Denton County, Texas. Section 20. Applicable Laws. This Agreement is made subject to the provisions of the Charter and ordinances of City, as amended, and all applicable state and federal laws. Page 15 1915\010\951 1.2 Section 21. Governing Law. This Agreement shall be governed by and construed in accordance with the laws and court decisions of the State of Texas. Section 22. Benefit of Agreement. This Agreement is executed solely for the benefit of the Parties and their successors and assigns, and nothing in this Agreement is intended to create any rights in favor of or for the benefit of any third party. Section 23. Legal Construction/Partial Invalidity of Agreement. In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Agreement shall be considered as if such invalid, illegal, or unenforceable provision had never been contained in this Agreement. EXECUTED and effective as of the dy da of , 2010, by the City, signing by and through its Mayor, duly authorized to execute same by action of the City Council, and by Grantee, acting through its duly authorized officials. W, TEXAS RROUG , MAYOR TTEST: av� � JEI&FER hl-TERS, CITY SECRETARY APP OVER A,S,TO LEGAL FORM: UU11 es ANITA BURGESS, CITY ATTORNEY Page 16 1915\010\951 1.2 GRANTEE: ALLEGIANCE HILLVIEW, L.P., a New York limited partnership By: TH GP LLC, a Delaware limited liability company, d/b/a TH Denton GP LLC in the State of Texas, its general partner By: 1 Name: / AQP ✓y5l 6r^e- Title: hc4�-e -�-4 ACKNOWLEDGMENTS STATE OF TEXAS S COUNTY OF DENTON 5 This instrument was acknowledged before me on the /b#—day of 2010, by Mark A. Burroughs, Mayor of the City of Denton, Texas, on behalf of sai city. STATE OF TEXAS COUNTY OF DAtljtS 5 0/9V �� Z a*'117d1th'M) P46t-ary Public, in and for the State of Texas My Commission expires: e),�77 10 This instrument was acknowledged before me on the day of--Yuvee. , 2010, by the of TH GP LLC, a Delaware limited liability company, d/b/a TH Denton GP LLC in the State of Texas, the General Partner of Allegiance Hillview, L.P., a New York limited partnership, on behalf of the limited liability company and limited partnership. Page 17 1915\010\951 1.2 JANE E RICHARDSON Notary Public, State of Texas ',r • 's My Commission Expires / ;��. June 27, 2013 STATE OF TEXAS COUNTY OF DAtljtS 5 0/9V �� Z a*'117d1th'M) P46t-ary Public, in and for the State of Texas My Commission expires: e),�77 10 This instrument was acknowledged before me on the day of--Yuvee. , 2010, by the of TH GP LLC, a Delaware limited liability company, d/b/a TH Denton GP LLC in the State of Texas, the General Partner of Allegiance Hillview, L.P., a New York limited partnership, on behalf of the limited liability company and limited partnership. Page 17 1915\010\951 1.2 --AA� V�ae Notary Public, in and for the State of Texas My Commission expires: 10'31- aC 13 opY°�e DEBORAH VICK Notary Public, State of Texas My Commission Expires October 31, 2013 Page 18 1915\010\9511.2 EXHIBIT A CATEGORIES OF ELIGIBLE IMPROVEMENTS Categories of Eligible Improvements Estimated Costs Hwy 380 Improvements $ 8,133,150 Site drainage 4,720,750 Regional drainage improvements 2,696,750 Internal commercial roads, including water, sewer, streetscapes, plazas and amenities 20,004,064 Scripture Road improvements 675,050 Bonnie Brae improvements 1,271,900 Public Parking garage 6,730,375 Major public infrastructure relocation 2,013,650 Miscellaneous fees/services 5,754,311 Interest during construction on non-residential development 10,000,000 TOTAL $62,000,000 The actual cost of any individual Categories of Eligible Improvements may vary from the Estimated Costs shown on this Exhibit A. Grantee has the right to adjust individual line items of Estimated Costs of the individual Categories of Eligible Improvements so long as the Total of $62,000,000 is not exceeded. Page 19 1915\010\951 I2 Exhibit B METES AND BOUNDS, PART ONE AND'PART TWO 410.28 ACRES (TOTAL) FRANCIS SAT SON SURVEY, ABSTRACT ND. 43 B.B.B. 8 C.R.R. COMPANY SURVEY, ABSTRACT NO. 192 CITY OFDENTON, DENTON.COUNTY, TEXAS PART ONE BEING a tract of land siluated in the Francis Batson Survey, Abstract No. 43, in the City of Denton, Denton County, Texas, being ori of a called 121,4759 acro tract (destxlptlon of Shophard Hail Tract, Tract 2), described in dead to Denton Hillviow, LP„ rocnrded In Denton County Clerk's File No. 2005.127450 of ft Real Property Records of Denton County, Texas, all of o called 0.2254 acre tract -(Tract 1), a.cailed 2.1017 acro Uact (Tract 2) and a called 2.2200 acro !rad (Tract 3) dascribed In deed to Cluontum a1 Denton Self Storage,. L.P., recorded In Volume 5021 Pago 01647 of the Real Property Records of Denton County, Texas,, part of a callod 18.289 acre tract, described•in dead to Denton Property Joint Ventura, reowded tri Denton County Clork's File No. MR0101370 of tno Real 'Ptupu ty Records of ()union County, Tarmi, nil of a =Led 2.999 acre tract, described in deod to Do Hail Proportios, Ltd., recorded In Denton County Clark's Fie No: 2005-40231 of the Real Property Records of Donlon County, Texas, being pan of a wiled 8.9217 acre tract of land describod in Dead to Meaq ito Croak Developmont, Inc., rawrded to Vclume 4562 Pago 0683 of the Real Property Records of Donlon County, Taxes, and all of Lot i of SANDY,'ADOITION, an addiuori to tho City_ of Denton, Denton County, Twos, according to the plat thereof tocordad in Volumo 13, Pago 47 and Cabinet J. Slide 348 of ft Plat Records of Denton County, Texas, and being more partkxrlarty described try metes and bounds as fcilows. BEGINNING at a 112 -inch iron rod found for the north end of a corner Gip at the intorsoctlon of the north right-of-way line of West University Drive (U,S. Highway No: 300,'a 100.20 foot wide public right-of-way) and the wast right-of-way lino of 866nio Bran Street (a variable width public right-ofawuy) for the most aaeledy southeast comer of the boforementioned Lot 1 of SANDY ADDITION; T14ENCiE with the comer clip, South 45'48'44' Wost,,a distance of 90.93 feet to a 3144nch iron rod found for comer- THENCE omerTHENCE with the north right•of-way line of West University Drive, tho foliowtn© courses and Mnlances to wit, -North 89.07'28' West, a distanca of 773.40 foot 10 a 51B -inch iron rod with 'KHA" cap sot for comer, -North 80'56'28" West, a distnnco of 1761.77 fool to a -112 -inch Iran rod found for the rout east comer of the called 0.9217 acre tract; THENCE leaving Uw north right -or -way line of .Wort University Drive Min the cast lino of the 0.0217 acro tract, North 00'23'40' East, a distance of 276.40 tool to a potn(for comer, THENCE crossing the called 8.9217 ocru Ira'ci, tho following coumos and distances to wit; -.North 89' !0'52" West, a distance of 227.61 feet to a point for comer: -North 00'513'35' Feet. a distanco of 80,89 feet to o point ter coirmr. - -Noah 89'0026' Wast, a distance of 290.06 feet to a point lorcomer In the e350ino of Lot t, Block A of QORTERIANDRUS ADDITION, an addition to the City of Denton, Denlon County, Texas, acnording to the Plat thereof recorded in Cabinet O, Slide 45 of the Plat Records of Denton County, Texas; 4 Pago 1 or 6 y '�� �ltais tts;lis rst�s THENCE with the east It no of Lott, Block A and the east line of Lot 2, Block A of PORTER/ANDRUS ADOITION, an addilion to rho Cily of. Denton, Denton County, Taxes, orording to the plat 1,110mof recorded in Cabinet V. Slide 856 of the Piot Records of Denton County; Texas, North 00'6947' West, a distance of 217.71 fool to a 510 -Inch fron rod with 'KHA' cap set for the nonFmst comer of Lot 2,- Stock & -THENCE with tho north and wait tines of Lot 2, Block A, the following courses and distances Io wit; —North 88'42'36' Wast, a distance of 400.01 foe(lo a 5l&Inrh Iron rod with *KHA' cap for comer, —South 01'Z8'09'•Wost, a distance of 28.89 feat to a 5/8 -tact Iron rod with 'KHA' cap set for the northeast comer of Lot I R. 8fock 1 of ALVIN AND CHARLOTTE WHALEY ADDITION, an addition to the City of Donlon, Denton County, Texas, oawrdirg to the plat thereof recorded In Cabinet I, Slide 148 of the Plat Records of Denton County, Toms; THENCE loeving tho west lino of Lot 2, Block Aof PORTERJANORUS ADDITION with the north Ana of Lot 1R. Block 1 of ALVIN AND CHARLOTTE WHALEY ADDITION, North 08'3120' Weat a distance of 399.39 feet to a 5/8 -Inch iron rod with 'KHA' cap sot in The nodiwasiarly dght-f-way line interstala Hlgthway No. 35 (a variable width public tighl-of-way) for the most northerly northwest comor of Lot 1 R, Block 1 of ALVIN AND CHARLOTTE MALEY ADDITION; THENCE leaving the noah line of Lot 1R, Block 1 of ALVIN AND CHARLOTTE WHALEY ADDITION with the narthoasiarly "hi -of -way line lnterntato HighwayNO, 35, Notch 1610TS4' Waal, a dlstanoe 01032.67 foot to a 5184nch bon rod with 'KHA' cap sot too the southwest tamer of Lot 14 orGREENWAY CLUB ESTATES, on addition to the City of Donlon, Donlon County, Teicas, oocoiding to the peat thereof recorded in Volumo 4, Paga 27 of the Plat Records of DentoriCOunty, Texas; THENCE leaving the northonstody right•of-wtiy fine Intortiaie Highway No, 35 with tho south and oast linos of GREENWAY CLUB ESTATES, the following aoursba and distances to w4L' —North 73.1513• East. o disianeb-of 510.79 feel to a 51114nth iron rod Win 'KHA' cap sol icy the beginning of a curve to the right; —Eastody, with the curve to the right, through a cantmi ongla of 16'47'40', having a radius of 345.00 foot, and Chord bearing and distance of Nonh:81'39'03" East, 100.76 feat, an art distance of 101.13 fuel to a o 518 -Inch Iron rod with 'KHA' cap sat for the and of the curve; S —North 80'58'43" Lail, a distance of 364.46 feel to o518 -Inch Iron rod wtih'KHA' cap sat for comer; —Nosh 00'57 04' Wast, a distance of 450.70 foot to a 518-Inci1 iron rod with "KHA' cap set for the o southwest comer of Lot 1, Block 10 of WESTGATE HEIGHTS, an addtion to the City of Denton, Denton R County, Texas, according to the plat thereof recorded in Cabinet E, Sudo 78 of the Plat Records of Denton County, Texas; THENCE leaving the oast lino of GREENWAY CLUB ESTATES with the south and east lines of WESTGATE HEIGHTS, the following courses and distances to wit —North 89.3737" Earl, o dictanco of 40.23 feell to a 51&Inch iron rod with 'KHA" cap sat for comar, South 07'34'57' East, a disianco of 1042.99 foot to a 5/&inch Iron rod with KVLA' cap sol for comer, d --North 00'3257' East, a distanca of 310.04 feel to a 518 -Inch Iron roe with'KRA' cap sat for the most nonhoriy northwest corner of.the b6foremonliotwd.121,4759 oc a truce a z- 0 THENCE leaving the east line of WESTGATE HEIGHTS with the north Una of the 121.4759 acre "cf. South tay e 89'13'56' East, a dlstnnce of 2067.29 feel to a &84nch iron rod with 'KHA" cap sal in the west dght•of-w lino of Bonnie arse Street: Page 2 of 6 wd kadM Fc THENCE leaving the north fine of the 121.4759 acre tract with the west rfghl-cf-way line of Bonnie Brae Street, the fotiowing.coursos and distanceslowlL --South 00'3710' West,.s dlslanca of 1455.38 feet to a 6/8 -Inch Iron rod with'KHA' cup set for comer; —South 00128'45• West. a distance of 56B.70 fiatlothe POINT OF BEGINNING and containing 153.37 acres of land, Bearing system based upon Texas State PI one Coordinato System, using mo+wmonts R061010f3 AND R0610060. PART TWO BEING a tract of land situated in tho B.B.B. 8 C.R.R. Company Survey, Atestmel No. 192, In the City of Denton, Denton County, Tocasi being part or a called 265.6365 acm tract of tend (dosaipiion of Shophard Hall Tract, Tract 1), described in dead to Denton Hlliview, L.P., recorded in Donlon County Clark's File No. 2005.127450 of the Real Properly Records of Donlon County, Texas, and all of lot 3 of LOTS 1,2.0,3 PEARCYICHRISTON ADDITION No. 1, an addition to the City of Denton, Donlon County; Texas, according to the plot thereof rucardadin Cabinet B, Slide 34 of the Plot Records of Denton Glomi, Texas, and being mors part cularty described by metes and bounds as follows: BEGINNING at a 518 -inch Iron rod found in the south right-of-way itne of Wast UNversity Drive (U.S. Highway No. 360, a 100.20 foot Wide public right-ef-way) for fho.northerty common comer of Lol.9 2 and 3 of tho betorementioned LOTS 1,2,8,3 PEARCY/CHRISTON ADDITION; THENCE leaving the south right -0f -way Jine of West University Drive with tho common line of Lois 2 and 3, South 01'08'28' Wost, a distance of 600.00 foot to a 5104nch iron rod found for the zouihady common camer of Lots 2 and 3; THENCE leaving the common lino of lots 2 and 3 with the south lines of Lot 2 and Lot 1-C of LOTS 1-A, 1-8, 1-C PEARCYICHRISTON-ADDITION No. 1, an addition to the City of Denton, Dantorl County, Texas, _ according to the plat thereof recorded in Cabinet L, Slide 100 of tho Plat Records of Denton County, Texas, South 09'0414' East, passing tho southeast comer of Lot 1=C at a distance of 7.11.59 foot and continuing for a total distance of 730.60 feet to a 518 -Inch iron iod found In the wont rightof-way Una of Bonnie Brae Street (a varfablo width public right-ol-way) for the most easterly noriheast comer of the buforemantionod'265.6365 13 L ouo trod; THENCE with the wust right-of-way lino of Bonnie Broe Street, the following courses and distance., to wit , —South 00'50'64"Wast, a dl stance of 1430.01: feel to a 6J0 -inch iron nod with'KHA' cap sat for comer. --South 00'48'51' West, a distance of 1175.58 feet to a 518 -Inch Iron rod with'KHA' cap set for the beginning of a curve to the right;' .•Southwastorty; with the curve to the right, through a central angle of 45'01'58', having a radus of b 321.07 foot, and chord bearing and distance of South 23'10'47' Wast, 245.91 foot, an orcdistanco or 252.35 feel to 0 5184nch Iron rod found for the beginning of a reverse cwva.to the loft; � —Southwestedy, with the the curve to the loft, Ihmugh a central wtolo of 57'31'56', having a radius d o 392:01 teal, and chord bearing and distance of South 17.04'48' Wast; 377.30 feet, an arc dlstanco of t 393.63 foot to a 510 -Inch Iron rod found krthe and ortho curve; -South 11641'10' Easi, a distanco:of 10.57 real to a 518 -Inch Iran rod round for the noNi end of a comor clip at the Intorsection of the no r1aht-of-way lino of Saiplury Street (a vodOWo width public nght•nf-way) and the wast right-ot-way line of Bonnie Brao Stroet; THENCE with the eomor dip, South 38'33'50' West, a dlstanca of 11.48 feet to a JB4nch Iron rod found for the south end of the comor dip; , .. Pago 3 of 6 z ex THENCE with tho north right•of-way lino of scripture Street, North 88.56'00' Wasi, a distance of 1265.16 feel to a 51flinch Iron rod found In the south line of the 265.6385 acre tract: THENCE (eaving the north right-of-way line of Scripture Strout; Ito fogowing courses and distances Iowit —North 01'02'00' East, a distance of 500.06 feel to a SlMnrli Iron rod found for comer, —North 00'60'00' Wost, a distance of 761.66 feel to a 57f =h Iron rod found for cornor; —South 01.0260' West, a.drstance of 500.06 feet to a 518 -inch iron rod found In the north rlSN-of-way line of Scripture Street; THENCE with the nosh right-of-way line of Scripture Street, the following courses and distances to wit —North 88.58'00' West, a distonce-of 318.44 foo(to a 5/84nrh Iren rod with "KHA* cap sat for corner, "North 08'48'26" West, a distance of 411,73 (act to a 518 -inch iron rod found in the noriheasiody right-of-way Ilnelnterstato Hlphwey No. 35 (a va(iobla width public right -d -*W) and the north righl•of-way Una of Scripture Street for the most sauthoriy southwest coater of the 258.6365 acro tract; THENCE with the northeostorly.right-of-way line interstate Highway No. 35 the fellavinij cotintos and distances to w11: —North 15'50'30' West, a distance of 38.32leet to a 518 -inch iron rod with 'KHA" ap not far corner —North 16'24'00' Wes], a distance of 3404.36 fool to a S/6 -Inch (run rod found for comer —North14'50'06" East, a distance of 171.01 foot to a 3 -Inch crass dirk In cor;rrate found for comer, —North 46'04'12' East, a distance of 303.95 feet to a 5t8—Inch lion rod found for earner, —North 60'3222' Coal, a distance of 114.22 tool to a 5]D.Inrh L•on rod found for comer, -North 00'50'25' East, a distanco.oi 13.09 foot to aeonvele monument found In the south right-of-way Una of West University Drivo;. THENCE leaving tho mr hea;tarty right-of-way fine Interstaie Hlghwoy No. 35 vitt tin aouth righl•of-way, Una or West University Drive, the following coursoo and eistances town: —South 08'5620' East, a distance of 2440.00 fool to 0 516 -Inch Iron rod with *KW cop set for comer. —South 09'01'07' East, a distance of 117.72 toot to the POINT OF BEGINNING and containing 256.91 acres of land. Dearing system based upon Texas Stale Plane Coordinate System, u,.ing monuments 80610100 AND R0010060. This document was prepared under 22 TAC 6663.21, does not reflect the results of an on the ground survey, and to not to be used to convoy or establish interests In real property excopt those rights and intemsts Implied or established by the creation of roconfiguratlon of the boundary of the polidcai subdivision far v&ch (i was ti prepared. T 0 page 4or0 -u 7 PART ON& 153.37 ACRES FRANCIS BATSON SURVEY, ABSTRACT ND. 43 CITY OF DENTON, DENT ON COUNTY, TEXAS � (� n r�I �P.rasaas�,ae✓l _ � SZV74'1!y -� A4TY � — soozna'ir unser WTI T.T MTI �uTc N � +gy PONT DFGWAn><IG _dt� fPMrONFj -; fy ��a Yip g a rrxw PARI ! } 153.37 ACRES SI y^�u 7111[. rn iIu vara L 7� TR+>saa. d oTP,N.D fuU s,n frcrna� arrw s a - ow.,r. ama.wae araacT . m a,—IW Tw u calmr tiuC N! t..zzC 1CTAItl.r NA.4� Wi - Tun n ' r NOC77b7T - aLmir� �ar�.s aliJ[T C ' i1t Grifm c:nr ioKa RTtr r! .r+�.nr Y.TOT1i sN i o n tt TQ. TZTL >L VxdC T Vol I P^ A•yt[ a�iiT iaea Eerier n wuv++saar 7�9.ia �pYBQ is 66 w�i •[a .T: VAGLTtVTi'.,I o LL ". .W r��� �,�i�\•,� �8II6L101 R SCAM may' , 1 inuI600 Il prr•. r'* Paga6of8Ya �m �� M [ 7 a+d C:x ft. PART TWO; 256i91 ACRES PART 2 B.B.B. B C.1tR COMPANY SURVEY, ABSTRACT NO. 192 CJTY OF DaITON, pENTDIV COUNTY, TEXAS 9 '50,rn.so-r» Im i s es ++o+lkr ar JrJ A ti.wn r w w�.�• b &JA4 S2-Tr x0030i3i Is w wr rr Jni os P4 OF M n0r 'Sa?OI;f/T softy-- 734 i0 - " i�340' Solo uB33l7l0'Y re rsa' N xr37d.7dY 41d -M W E 31nu' wDd'Id'7JId N' I NJ"- S SCI%L I inch G00 IL Pe/p�e 6 of 6 no1►.1M=ra. :17T ;. PART 2 256.91 ACRES 9 i s � .rn le.0 rr A b { uB33l7l0'Y re rsa' N xr37d.7dY 41d -M W E 31nu' wDd'Id'7JId N' I NJ"- S SCI%L I inch G00 IL Pe/p�e 6 of 6 no1►.1M=ra. :17T ;. EXHIBIT 2 \\codad\departments\legallour documents\ordinances\10\red-allegiance iso amendment.docx ORDINANCE NO. 2010-210 AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AN AMENDMENT TO AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT DATED JUNE 15, 2010 BETWEEN THE CITY OF DENTON AND ALLEGIANCE HILLVIEW, L.P.,WHICH WAS DULY ASSIGNED, IN PART, TO RED RAYZOR RANCH, LLC; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON, TEXAS HERBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute an Amendment to Economic Development Program Grant Agreement (the "Amendment), in substantially the form of the Amendment which is attached hereto and made a part of this ordinance for all purposes. SECTION 2. The City Manager, or his designee, is authorized to exercise the City of Dentods rights and duties as set forth in the Amendment. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the NA day o464474�,' 2010. ABURIrOOGW'MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY r9w APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY STATE OF TEXAS COUNTY OF DENTON FIRST AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P. THIS FIRST AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P. (this "Amendment") made and entered into as of the 111M -day of September, 2010, but effective as of July 30, 2010, by and among ALLEGIANCE HILLVIEW, L.P., a New York limited partnership ("Grantee"), DB DENTON II LLC, a Delaware limited liability company ("Assignee"), iee"), and the CITY OF DENTON, TEXAS, a Texas municipal corporation (the " ty"), is based upon the following: A. On June 15, 2010, Grantee and the City entered into a certain Economic Development Program Grant Agreement with Allegiance Hillview, L.P. (the "Agreement"). B. Pursuant to the terms of that certain Assignment and Assumption Agreement, dated as of July 30, 2010, between Grantee and Assignee, a fully executed copy of which is attached to and made a part of this Agreement as Exhibit A (the "Assignment and Assumption Agreement"), Grantee assigned to Assignee, and Assignee accepted from Grantee, all of Grantee's right, title and interest in and to the following arising under the Agreement: (i) all obligations of Grantee with respect to Phase I1 (as defiled in the Agreement) as set forth in the Agreement, including, but not limited to, those obligations set forth in Section 6 of the Agreement which are now the sole obligation of Assignee, (ii) the Program Grant for Phase II (as defined in the Agreement) and (iii) the rights of "Grantee" to payments of the Program Grant for Phase I (as defined in the Agreement) monthly installment payments pursuant to, in accordance with and subject to the terms of the last sentence of the first paragraph of Section 5.1 of the Agreement after Grantee has received Twenty Million and no/100ths Dollars ($20,000,000.00) in such payments, provided, that the Phase II monthly installment payments have been initiated (collectively, the "Phase II Rights and Obligations"),_ In connection therewith and as set forth in the Assignment and Assumption Agreement, Assignee agreed to (1) be bound by the terms and conditions of the Agreement as it relates to the Phase II Rights and Obligations, and (2) timely perform all of the Phase II Rights and Obligations pursuant to and in accordance with the terms, provisions and conditions of the Agreement. C. Pursuant to Section 17 of the Agreement, Grantee has the right to be fully and completely released from all of the Phase 11 Rights and Obligations as a result of such assignment and Assignee's agreement to (i) be bound by the terms and conditions of the Agreement as it relates to the Phase II Rights and Obligations and (ii) timely perform all of the Phase Il Rights and Obligations pursuant to and in accordance with the terms, provisions and conditions of the Agreement. D. Grantee and the City desire to amend the Agreement to effectuate the release of Grantee from the Phase lI Rights and Obligations as set forth below. NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Grantee, Assignee and the City agree as follows: I. Grantee and Assignee represent and warrant to the City that the Assignment and Assumption Agreement has been fully executed and is in full force and effect. 2. Assignee hereby agrees to (i) be bound by the terms and conditions of the Agreement as it relates to the Phase II Rights and Obligations, and (ii) timely perform all of the Phase Il Rights and Obligations pursuant to and in accordance with the terms, provisions and conditions of the Agreement. 3. Grantee is hereby fully and completely released from all of the Phase II Rights and Obligations; provided, however, that Grantee is not released from any obligations or liabilities of Grantee to the City under the Agreement for Phase I (as defined in the Agreement). Grantee is not released from any obligations or liabilities of Grantee to the City under the Agreement for Phase II based solely upon acts or events which occurred prior to the date of the Assignment and Assumption Agreement. 4. To the extent of any inconsistency between the terms and provisions of this Amendment and the Agreement, the terms and provisions of this Amendment will control. Except as amended by this Amendment, all of the terms, covenants and conditions of the Agreement are in full force and effect and the Agreement is hereby ratified and confirmed, 5. This Amendment will be binding upon and will inure to the benefit of the parties to this Amendment and their respective successors and permitted assigns. 6. This Amendment may be executed in one or more counterpart copies, all of which will constitute and be deemed an original, but all of which together will constitute one and the same instrument binding on Grantee, Assignee and the City. Delivery by facsimile or electronic mail of this Amendment or an executed counterpart hereof will be deemed a good and valid execution and delivery hereof. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES APPEAR ON NEXT PAGE.] 9 Grantee, Assignee and the City have executed this First Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P. on the day and year first above written. GRANTEE: ALLEGIANCE HILLVIEW, L.P., a New York limited partnership TH GP LLC (d/b/a TH Denton GP LLC, in the State of Texas), a Delaware limited liability company Its: By: Nar Its: ACKNOWLEDGMENT STATE OF -M&YV%L4e -- ) COUNTY OF �) This instrument was ACKNOWLEDGED before me on � y 3y , 2010, by M r� ,l , the �' D. b of TH GP LLC (d/b/a TH Denton GP LLC, in the State of Texas), a Delaware limited liability company, the general part r of Allegiance Hillview, L.P., a New York limited partnership, on behalf of such limited parj r�hip. r---2 [SEAL] My Com issi Expires: OAKLAND.) 856310A /f ' Public Printed Name of Notary Public THOMAS SANTORA Notary Public, State of New York No. 01 SA6191079 Qualified in New York County Commission Expires Aug. 4, 2012 [SIGNATURE PAGE TO FIRST AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P.] ASSIGNEE: DB DENTON 11 LLC, a Delaware limited liability company By: DB Denton Holdings LLC, a Delaware limited liability company Its: Sole Member By: RED Rayzor Ranch, LLC, a Delaware limited liability company Its: Managing Member By: 01�'1—� Michael Ebert Its: Manager ACKNOWLEDGMENT STATE OF ( ) )§ COUNTY OF tt~ -- This instrument was ACKNOWLEDGED before me on , 2010, by Michael Ebert, the manager of RED Rayzor Ranch, LLC, a Delaware limited liability company, the managing member of DB Denton Holdings LLC, a Delaware limited liability company, the sole member of DB Denton II LLC, a Delaware limited liability company, on behalf of such limited liability company. RAMO=ZAPUSTASNotary PubtiMaricMyCommFebrua [SEAL.] My Commission Expires: �-(?) OAKI.AND.1866310.4 4 Notary Public Printed Name of Notary Public [SIGNATURE PAGE TO FIRST AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P.] CITY: CITY OF DENTO George C, ampbell, City Manager ACKNOWLEDGMENT STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was ACKNOWLEDGED before me o+���e 2010, by George C. Campbell, City Manager of the City of Denton, City of Denton, Texas. [SEAL] My1C�olmmis ion Expires: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: OAKI,AND.1866310.4 �� "I i a —4, 1 IT Notary Public Printed Name of Notary Public JENNIFER K. WALTEf25 Notary Public, State of Texas N, My Commission Expires 3 , December 19, 2010 EXHIBIT A Assignment and Assumption Agreement [See attached.] OAKLAND. 1866310.4 ASSIGNMENT AND ASSUMPTION AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (this "Assignment"), is entered into as of July AL0, 2010 by and between Allegiance Hillview, L.P., a New York limited partnership ("Assignor"), and DB Denton 11 LLC, a Delaware limited liability company ("Assignee"). Assignor and Assignee are referred to herein individually as a "Party" and collectively, as the "Parties". WHEREAS, Assignor has agreed to assign and transfer to Assignee all of Assignor's right, title and interest in and to the following arising under that certain Economic Development Program Grant Agreement with Allegiance Hillview, L.P., dated as of June 15, 2010 (the "380 Grant"), by and between Assignor and the City of Denton, Texas, a Texas municipal corporation (collectively, the "Phase II Rights and Obligations"): (a) all obligations of Assignor with respect to Phase 11 as defined and set forth in the 380 Grant, including, but not limited to, those obligations set forth in Section 6 of the 380 Grant, which shall be the sole obligation of Assignee, (b) the Program Grant for Phase II as defined and set forth in the 380 Grant and (c) the rights of "Grantee" to payments of the Program Grant for Phase I (as defined and set forth in the 380 Grant) monthly installment payments pursuant to, in accordance with and subject to the terms of the last sentence of the first paragraph of Section 5.1 of the 380 Grant after Assignor has received Twenty Million and no/100ths ($20,000,000.00) in such payments, provided, that the Phase II monthly installment payments have been initiated; and WHEREAS, Assignor desires to assign to Assignee, and Assignee desires to accept from Assignor and assume, all of the Phase II Rights and Obligations upon the terms and conditions set forth in this Assignment and the 380 Grant. NOW, THEREFORE, for valuable consideration, the receipt of which is hereby acknowledged, Assignor and Assignee hereby agree as follows: 1. Assignor hereby conveys, transfers and assigns to Assignee all of the right, title and interest of Assignor in and to the Phase 11 Rights and Obligations. 2. Assignee hereby accepts the assignment, transfer and conveyance of all the right, title and interest of Assignor in and to the Phase II Rights and Obligations, and Assignee assumes, undertakes and agrees to (a) be bound by the terms and conditions of the 380 Grant as it relates to the Phase II Rights and Obligations, and (b) timely perform all of the Phase II Rights and Obligations pursuant to and in accordance with the terms, provisions and conditions of the 380 Grant. 3. Assignor shall indemnify, defend, and hold Assignee harmless from and against any and all claims, judgments, liabilities, damages, injuries, losses, costs, and expenses whatsoever (including reasonable attorneys' fees and disbursements) which Assignee may incur, or which may be claimed against Assignee, by reason of (a) any breach or alleged breach of any of the Phase II Rights and Obligations occurring prior to the date hereof, and/or (b) any obligation owed by, or any liability incurred by, Assignor with respect to any of the Phase II Rights and Obligations accruing, or arising out of actions which occur, prior to the date hereof. Assignee shall indemnify, defend, and hold Assignor harmless from and against any and all claims, judgments, liabilities, damages, injuries, losses, costs, and expenses whatsoever (including reasonable attorneys' fees and disbursements) which Assignor may incur, or which may be claimed against Assignor, by reason of (i) any breach or alleged breach of any of the Phase 1I Rights and Obligations occurring from and after the date hereof, and/or (ii) any obligation owed by, or any liability incurred by, Assignee with respect to any of the Phase II Rights and Obligations accruing, or arising out of actions which occur, from and after the date hereof. OAKLAND. 1868952.7 4. Nothing in this Assignment, express or implied, is intended or will be construed to expand or defeat, impair or limit in any way the rights, obligations, claims or remedies of the Parties at law or in equity. S. Nothing in this Assignment, express or implied, is intended or will be construed to confer upon, or give to, any person, other than Assignor and Assignee, any rights, remedies, obligations or liabilities. G. This Assignment inures to the benefit of and is binding upon Assignor and Assignee and their respective successors and assigns. From and after the date of this Assignment, (a) Assignor agrees that Assignor will not modify or amend, nor take any action to modify or amend, the 380 Grant with respect to any of the Phase II Rights and Obligations and (b) Assignee agrees that Assignee will not modify or amend, nor take any action to modify or amend, the 380 Grant with respect to Phase I (as defined and set forth in the 380 Grant) or the Program Grant for Phase I (as defined and set forth in the 380 Grant), 7. Assignor and Assignee hereby agree to execute any additional documents or instruments as the other may reasonably request to carry out or give effect to this Assignment. In such regard, Assignor and Assignee acknowledge and agree that as soon as reasonably practicable after the date of this Assignment they will submit to the City of Denton, Texas (the "QLty") a signed original First Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P. in form and content attached to and made a part of this Assignment as Exhibit A (the "Amendment") in order to have Assignor released from all of the Phase II Rights and Obligations under the 380 Grant pursuant to the terms of Section 17 of the 380 Grant. Assignor and Assignee will each use their commercially reasonable efforts to have the City execute the Amendment as soon as reasonably practicable after the date of this Assignment. 8. This Assignment may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together shall constitute one and the same instrument. 9. A signature to this Assignment delivered by telecopy or other electronic means will be deemed valid and as effective as delivery in person. 10. This Assignment shall be governed by and construed in accordance with the laws of the State of Texas. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURES APPEAR ON NEXT PAGE.] OAKLAND. 1868952.7 2 Each of the Parties has caused this Assignment and Assumption Agreement to be duly executed and delivered by its duly authorized representative as of the date first written above. ASSIGNOR: ALLEGIANCE HILLVIEW, L.P., a New York limited partnership By: TI -1 GP LLC (d/b/a TH Denton GP GLC, in the State of Texas), a Delaware limited liability company Its: General Partner By: _ Name: Its: OAKLAND, 1868952.7 OPERATING OFFICER [SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT BY AND BETWEEN ALLEGIANCE HILLVIEW, L.P. AND DB DENTON II LLC] ASSIGNEE: DB DENTON IT LLC, a Delaware limited liability company By: DB Denton Holdings LLC, a Delaware limited liability company Its: Sole Member By: RED Rayzor Ranch, LLC, a Delaware limited liability company Its: Managing Member By: Michael Ebert Its: Manager { W 0199362.DOC; } OAKLAND. 18689523 -2- IMMEII!Dlk ORDINANCE NO. 2014-143 AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A SECOND AMENDMENT TO AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT DATED JUNE 15, 2010 BETWEEN THE CITY OF DENTON AND ALLEGIANCE HILLVIEW; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute a Second Amendment to Economic Development Program Grant Agreement (the "Second Amendment"), in substantially the form of the Second Amendment which is attached hereto and made a part of this ordinance for all purposes. SECTION 2, The City Manager, or his designee, is authorized to exercise the City of Denton's rights and duties as set forth in the Amendment. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the LI,1_ day of `�%��, 2014. ,,AA, -. MARK A. BURROIXGI IS MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM ANITA 13�,J]2GESS, CITY ATTORNEY STATE OF TEXAS COUNTY OF DENTON SECOND AMENDMENT TO ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT WITH ALLEGIANCE HILLVIEW, L.P. This Second Amendment to Economic Development Program Grant Agreement ith Allegiance Hillview, L.P. (this "Second Amendment") is made and entered into as of the%- {lay of 2014, by Allegiance Hillview, L.P., a New York limited partnership ("GraJ�)E3 Denton II LLC, a Delaware limited liability company ("Assignee"), and the City of Denton, Texas, a Texas municipal corporation (the "City"), Grantee, Assignee, and the City are individually referred to as a "Party" and collectively as the "Parties." WHEREAS, on June 15, 2010, Grantee and the City entered into that certain Economic Development Program Grant Agreement with Allegiance Hillview, L.P. (the "Agreement"); WHEREAS, on September 14, 2010, Grantee, Assignee, and the City entered into that certain First Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P., (the "First Amendment"), which First Amendment approved the assignment of certain right, title, and interest of Grantee in and to the Agreement to Assignee; WHEREAS, capitalized terms used but not defined in this Second Amendment shall have the meanings given to them in the Agreement and the First Amendment; and WHEREAS, the Parties desire to further amend the Agreement and the First Amendment to expand the categories of Eligible Improvements, to increase the total cost of the Eligible Improvements, to approve Eligible Phase I Costs and Eligible Phase II Costs, to expand the definition of Total Taxable Sales, to define Retail Improvements in Phase II to include "Initial" and "Additional" improvements, and to extend the Program Grant for Phase II. NOW THEREFORE, for good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties agree to amend the Agreement and First Amendment as follows: 1. Revised Definitions a. Eligible Improvements and Eligible Costs. The term "Eligible Improvements" is revised to mean any improvements included within the Categories of Eligible Improvements identified on Exhibit A to this Second Amendment. The maximum Estimated Cost for the Eligible Improvements shown on said Exhibit A is increased to $68,000,000. Payments of the Program Grant for Phase I monthly installment payments shall be used FIRST to repay Grantee for Eligible Phase I Costs up to a maximum of $20,000,000 and THEN, if Program Grants for Phase I1 have been initiated by the Assignee, to repay Assignee for Eligible Phase II Costs up to a maximum of $21,000,000.00 upon Substantial Completion of the Initial Retail Improvements in Phase II and up to an additional $27,000,000.00 upon Substantial Completion of the Additional Retail Improvements in Phase II. b. Required Infrastructure for Phase II. The term "Required Infrastructure for Phase II" is revised in its entirety as follows: "Required Infrastructure for Phase II" means the road and public utility infrastructure required to obtain final certificates of occupancy for the Initial Retail Improvements in Phase II or the Additional Retail Improvements in Phase II, as applicable [ including but not limited to the portion of Heritage Trail Iocated within Phase II). C. Substantial Completion. The term "Substantial Completion" is revised in its entirety as follows: "Substantial Completion" means: (i) with respect to the Retail Improvements in Phase 1, when final certificates of occupancy have been issued for the Retail Improvements in Phase I; (ii) with respect to the Required Infrastructure for Phase I, when the Required Infrastructure for Phase I has been constructed and inspected in accordance with City and TxDot standards, as applicable, and as required to obtain final certificates of occupancy for the Retail Improvements or a phased portion of the Retail Improvements in Phase I; (iii) with respect to the Initial Retail Improvements in Phase 11, when final certificates of occupancy have been issued for the Initial Retail Improvements in Phase II; (iv) with respect to the Required Infrastructure for Phase II for the Initial Retail Improvements in Phase II, when such Required Infrastructure for Phase II has been constructed and inspected in accordance with City and TxDot standards, as applicable, and as required to obtain final certificates of occupancy for the Initial Retail Improvements in Phase 11; (v) with respect to the Additional Retail Improvements in Phase 11, when final certificates of occupancy have been issued for the Additional Retail Improvements in Phase II; (vi) with respect to the Required Infrastructure for Phase II for the Additional Retail Improvements in Phase 11, when such Required Infrastructure for Phase II has been constructed and inspected in accordance with City and TxDot standards, as applicable, and as required to obtain final certificates of occupancy for the Additional Retail Improvements in Phase II. d. Program Grant for Phase II. The reference to "240 consecutive monthly payments" in the definition of "Program Grant for Phase 11" is amended to be "300 consecutive monthly payments". 2. Approved Eligible Costs. The categories and costs for Eligible Improvements will be reviewed by the City's Engineering, Real Estate, and Economic Development staff based on information provided by Grantee. The Eligible Costs acknowledged by this Second Amendment include, but are not limited to, Eligible Costs in the amount of $24,146,498 for Phase I (north of Highway 380) and $15,930,322 for Phase 11 (south of Highway 380) for a total of $40,076,820 as approved July 12, 2010, by letter from Linda Ratliff, Director Economic Development, to Allegiance Hillview, L.P., regarding "Rayzor Ranch Chapter 380 Agreement — Eligible Costs Approval," including Attachment "Request #1 Rayzor Ranch Eligible Costs" , attached hereto as Exhibit B. 3. Total Taxable Sales. The term "Total Taxable Sales" is revised in its entirety to read as follows: "Total Taxable Sales means the total amount of all sales (including mixed beverage sales covered by HB 3572 effective January 1, 2014) from which the City receives sales tax with a point of sale in Phase I or Phase I1, regardless of whether such sales are retail sales and use occurring at a business located in Phase I or Phase It (excluding sales occurring at any Dillard's, J.C. Penney Co., Macy's, Sears Roebuck and Co., Barnes & Noble, DSW (Discount Shoe Warehouse), and Ross Dress for Less that locates within the Property and closes any store located within the retail shopping area commonly known as the 'Golden Triangle Mall'). All references in the Agreement that indicate that the Total Taxable Sales and the information shown on the Monthly Sales Tax Report are limited to sales from businesses located within Phase I or Phase 11 shall be expanded to include mixed beverage sales and all sales with a point of sale in Phase 1 or Phase II, regardless of whether such sales are retail sales occurring at a business located in Phase I or Phase II. 4. Retail Improvements in Phase II. The term "Retail Improvements in Phase II" is defined to include the following "Initial" and "Additional" improvements: a. "Initial Retail Improvements in Phase 11" means a minimum of 300,000 gross square feet (as measured to the exterior building wall) of retail or commercial shopping center buildings located in Phase II, comprised of the Town Center (as described by the zoning applicable to the Property), and other retail development in Phase II. b. "Additional 1Zetail Inimrovements in Phase ll" means a minimum of 300,000 additional gross square feet (as measured to the exterior building wall) of retail or commercial shopping center buildings located in Phase II, comprised of the Town Center (as described by the zoning applicable to the Property), and other retail development in Phase II, and which, in any case, are not included in the Initial Improvements in Phase II. 5. Program Grant for Phase I1. a. Section 3.2 of the Agreement is revised in its entirety to read as follows: "Program Grant for Phase 11. This Agreement shall be effective as of the date executed by the City and Grantee. At any time following execution of this Agreement and following Substantial Completion of the Required Infrastructure for Initial Retail Improvements in Phase II (but not later than January 1, 2018), Assignee may designate the first day of any month to be the Program Effective Date for Phase I1 by providing written notice to the City at least 60 days prior to the designated Program Effective Date for Phase II. The City will begin making Program Grant for Phase 1I monthly installment payments on the designated Program Effective Date for Phase 11 and shall continue to make such monthly installment payments for 300 consecutive months as provided by this Agreement. This Agreement will terminate with respect to the Program Grant for Phase II upon the earlier to occur of (i) the date Assignee has been paid for the full amount of the Eligible Phase 1I Costs, or (ii) 300 months after the Program Effective Date for Phase II regardless of whether Assignee has been paid the full amount of the Eligible Phase I1 Costs." b. Section 4.2 of the Agreement is revised in its entirety to read as follows: "Program Grant for Phase II. For each month during the term of the Program Grant for Phase II, the City agrees, subject to the conditions contained in this Agreement, to make a Program Grant for Phase 11 installment payment to Assignee on or before thirty days following the City's receipt from the State Comptroller of the Monthly Sales Tax Report indicating Total Taxable Sales from the preceding month that are allocable to Phase 1I. The Program Grant for Phase II installment payments shall be calculated as provided in Section 5.2 of this Agreement. Issuance of the first certificate of occupancy by the City to any tenant within Phase II shall be a condition precedent to the initiation of Program Grant for Phase II installment payments. Program Grant for Phase II installment payments may be temporarily withheld at any time if there are delinquent property taxes or assessments on any property owned by Assignee and located in the City, and such installment payments will not be resumed until such delinquency is cured, at which time withheld payments shall be paid to Assignee. The 300 month term for payment of Program Grant for Phase 11 shall not be suspended or extended if installment payments are withheld pursuant to prior sentence. Notwithstanding anything contained herein to the contrary, the Program Grant for Phase 11 installment payments will cease, this Agreement will automatically terminate as to the Program Grant for Phase 11, and Assignee will refund to the City all Program Grant for Phase II installment payments previously made if Substantial Completion of the Initial Retail Improvements in Phase 11 has not occurred on or before January 1, 2018. In addition, the City, in its sole discretion, may terminate this Agreement as to the Program Grant for Phase II if Substantial Completion of the Required Infrastructure for Phase II for the Initial Retail Improvements in Phase 11 has not occurred on or before January 1, 2018." C. The first paragraph of Section 5.2 of the Agreement is revised in its entirety to read as follows: "Program Grant for Phase II. Program Grant for Phase 11 monthly installment payments during the term of the Program Grant for Phase II shall be calculated as 50% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales allocable to Phase II during the preceding month as established by the most recent State Comptroller's Monthly Sales Tax Report. The City's obligation to make such payments is contingent upon the City's receipt of the sales taxes from the Texas State Comptroller and the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to issue Monthly Sales Tax Reports, the Parties shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for Phase II monthly installment payments. Payments of the Program Grant for Phase II monthly installment payments will be used to repay Assignee for Eligible Phase II Costs not otherwise paid with Program Grant for Phase I payments (up to a maximum of $21,000,000.00 upon Substantial Completion of the Initial Retail Improvements in Phase 11 and up to an additional $27,000,000.00 upon Substantial Completion of the Additional Retail Improvements in Phase II)." 6. Default, Section 8 of the Agreement is revised in its entirety to read as follows: "Default. If a party fails to perform any of its obligations under this Agreement and such failure is not cured within 30 days after written notice, the failure of the non-performing party to cure within such 30 day period (or to commence to cure if the nature of the failure cannot reasonably be cured within 30 days) shall constitute a default under this Agreement and shall entitle the non - defaulting party to all remedies available at law or in equity (including injunctive relief, specific performance, and suspending or withholding Program Grant for Phase I or Program Grant for Phase II payments); PROVIDED, HOWEVER, NOTWITHSTANDING THE FOREGOING, (i) MONETARY DAMAGES SHALL BE LIMITED TO THE AMOUNT NECESSARY TO ENFORCE SPECIFIC PERFORMANCE OF THE FAILED OBLIGATION; (ii) THE, CITY CANNOT TERMINATE THIS AGREEMENT AS TO PHASE I UNLESS (1) SUBSTANTIAL COMPLETION OF THE RETAIL IMPROVEMENTS IN PHASE I DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2013, AS PROVIDED BY SECTION 4 HEREOF, (2) SUBSTANTIAL COMPLETION OF THE REQUIRED INFRASTRUCTURE FOR PHASE I DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2013, AS PROVIDED BY SECTION 4 HEREOF, OR (3) GRANTEE IS IN DEFAULT OF ITS OBLIGATION TO PROVIDE THE LETTER OF CREDIT AS PROVIDED BY SECTION 6.3 HEREOF; (iii) THE CITY CANNOT TERMINATE THIS AGREEMENT AS TO PHASE II UNLESS (1) SUBSTANTIAL COMPLETION OF THE INITIAL RETAIL IMPROVEMENTS IN PHASE II DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2018, AS PROVIDED IN SECTION 4 HEREOF, (2) SUBSTANTIAL COMPLETION OF THE REQUIRED INFRASTRUCTURE FOR THE INITIAL RETAIL IMPROVEMENTS IN PHASE II DOES NOT OCCUR ON OR BEFORE JANUARY 1, 2018, AS PROVIDED BY SECTION 4 HEREOF, OR (3) GRANTEE IS IN DEFAULT OF ITS OBLIGATION TO PROVIDE THE LETTER OF CREDIT AS PROVIDED BY SECTION 6.3 HEREOF; AND (iv) THE CITY MAY NOT TERMINATE, WITHHOLD OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH RESPECT TO PROGRAM GRANT FOR PHASE I PAYMENTS OR OTHERWISE RELATED TO PHASE I EXCEPT FOR DEFAULTS RELATED TO PHASE I AND THE CITY MAY NOT TERMINATE, WITHHOLD OR SUSPEND PAYMENTS, OR TAKE ANY OTHER REMEDY WITH RESPECT TO PROGRAM GRANT FOR PHASE II PAYMENTS OR OTHERWISE RELATED TO PHASE II EXCEPT FOR DEFAULTS RELATED TO PHASE II." 7. Offer to Sell. Section 6.6 is revised in its entirety to read as follows: "In the event Grantee or any of its affiliates purchases any retail buildings in the retail shopping area commonly known as the "Golden Triangle Mall," Grantee or its affiliate shall offer in writing to sell such buildings to FMP Denton, LLC (or to the then -current owner of the Golden Triangle Mall) for: (i) the then fair market value of such buildings as established by a qualified, independent MAI appraiser, or (ii) the amount of any arms -length offer to purchase such buildings received by Grantee or its affiliate from any third -party retail user unrelated to Grantee or any of its affiliates, whichever is greater." 8. Auditing. The City's right to conduct audits of the sales and use tax records of businesses located within the Property, and Grantee's and Assignee's obligation to use reasonable efforts to assist the City in obtaining such records from tenant taxpayers, shall apply only to the extent the City is unable to obtain from the Texas State Comptroller the "Monthly Sales Tax Reports" showing the amount of Total Taxable Sales for a month period pursuant to Section 321.3022 of the Texas Tax Code. 9. Public I provement District Financing of Eligible Improvements. If the City levies public improvement district assessments to pay any portion of the Assignee's costs of the Eligible Improvements shown on Exhibit A, the amount levied and collected from the Assignee shall be reimbursable costs under this Second Amendment so long as the TOTAL of such assessments and other Eligible Phase II Costs does not exceed the Exhibit A maximum amount of $68,000,000. 10. Conflicts; Effect of Second Amendment. To the extent of any inconsistency between the terms and provisions of this Second Amendment and the Agreement and the First Amendment, the terms and provisions of this Second Amendment will control. Except as amended by this Second Amendment, all of the terms, covenants and conditions of the Agreement and the First Amendment are in full force and effect and the Agreement and First Amendment are hereby ratified and confirmed. All references in the Agreement to January 1, 2015, are hereby amended to read January 1, 2018. 11. Binding Effect, This Second Amendment will be binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns. 12. Counterparts. This Second Amendment may be executed in one or more counterpart copies, all of which will constitute and be deemed an original, but all of which together will constitute one and the same instrument binding on the Parties. Delivery by facsimile or electronic mail of this Second Amendment or an executed counterpart hereof will be deemed a good and valid execution and delivery hereof. Allegiance Hillview, L.P., a New York limited partnership By: TH GP LLC, a Delaware limited liability company, d/b/a TH Denton GP LLC in the State of Texas, its general partner By:� Name: 1idracv osbortio`"— Title:_ Aulhorizeci Sia tatory ACKNOWLEDGMENT STATE OF ) COUNTY O This instrument was ACKNOWLEDGED before me on _ ,, by Nyw— the e_ )J TH GP LLC d/b/a TH Dentot GP LLC, in the State of Texas), a Delaware limited liability con party, the general partner of Allegiance Hillview, L.P., a New York limited partnership, on behalf of >,tcl imited partnership. f otary Public [SEAL] My Commission Expires: Printed Name of Notary Public HEATHER N. MARTIN "1, Notary I'ob{iC, State of Texas My Commission Expires June 06, 2016 DB DENTON II LLC, a Delaware limited liability company By: DB Denton Holdings LLC, a Delaware limited liability company Its: Sole Member By: RED Rayzor Ranch, LLC, a Delaware limited liability company Its: Managing Member By: � Michael Ebert Its: Manager ACKNOWLEDGMENT STATE OF -I m . ) COUNTY OF%ls2� This instrument was ACKNOWLEDGED before me on _ 4.� V( .Z by Michael Ebert, the manager of RED Rayzor Ranch, LLC, a Delaware limited liability company, the managing member of DB Denton Holdings LLC, a Delaware limited liability company, the sole member of DB Denton II LLC, a Delaware limited liability company, on behalf of such limited liability company. ---- est i RAMONA ZAPUSTAS I` Notary Pubuc.Stote of Anzonn ��i'��i•j _ Mericopa County My Commission Expr:es February 03, 2017 (SIA My Commission Expires: '?" -�75 - k--\ Notary Public Printed Name of Notary Public CITY OF I)NTCi (G(�o4gc . Campbell, City Manager 4 `,,,. ACKNOWLEDGMENT STATE OF TEXAS ) COUNTY OF DENTON ) This instrument was ACKNOWLEDGED before me on 1, Z-01 ; by -Mill"k--A _13t-irrou- 1 ,—tlie ofthe City of Demon, Texas, on beharjf of the City of Denton, Texas. G�U��� [`�. h�za7t./�b�' 1, -thy' C!,�yf)i'rt ver „., JANE E. RICHARDSON Notary PublIC, Stat© of Texas My Commission Exp yes Juno 27, 2017 My Commission Expires; Notary Public Printed Name of Notary Public Exhibit A Table A-1 Categories of Eligible Improvements Estimated Costs Hwy 380 Improvements $8,133,150 Site drainage $4,720,750 Regional drainage improvements $2,696,750 Internal commercial roads, including water, sewer, streetscapes, plazas, and amenities $20,004,064 Scripture Road improvements $675,050 Bonnie Brae improvements $1,271,900 Public Parking garage $6,730,375 Major public infrastructure relocation $2,013,650 Miscellaneous fees/services $5,754,311 Interest during construction on non-residential development $10,000,000 SUBTOTAL Table A-1 $62,000,000 The actual cost of any individual category of Eligible Improvements may vary from the Estimated Costs shown on this Table A-1. Grantee and Assignee have the right to adjust individual line items of the Estimated Costs of the individual Categories of Eligible Improvements so long as the SUBTOTAL of $62,000,000 is not exceeded. Table A-2 1-35 access roads and ramps $3,000,000 Additional Interest during construction on non-residential development after 1/1/15 $3,000,000 SUBTOTAL Table A-2 $6,000,000 The actual cost of Table A-2 individual category of Eligible Improvements may NOT exceed the Estimated Costs shown on this Table A-2. Actual costs up to but NOT exceeding the amounts in Table A-2 are considered Estimated Costs of Eligible Costs. TOTAL Table A-1 and Table A-2 $68,000,000 The amounts levied and collected through PID Assessments by the City for Eligible Improvements defined in Table A-1 and Table A-2 shall be considered reimbursable costs so long as the amounts levied and collected through PID Assessments are deducted from the Category(ies) in Table A-1 or Table A-2 above and so long as the TOTAL of $68,000,000 is not exceeded. L...1 July 12, 2010 Allegiance Hillview, L.P. 1345 Avenue of the Americas - 46th Floor New York, New York 10105 Attention: Constantine Dakolias, President 215 E. McKinney Denton, Texas 76201 (940) 349-7776 phone (940) 349-8596 fax Economic Development Department Re: Rayzor Ranch Chapter 380 Agreement — Eligible Costs Approval Dear Andy: I am in receipt of your Request #1 detailing eligible costs incurred to date for the Rayzor Ranch projdct. Request #1 reflects a subtotal of $24,146,498 for Phase I (north of Hwy 380) and $15,930,322 for Phase 11 (south of Hwy 380), for a . combined total of $ 40,076,820. The categories and costs have been reviewed by our Engineering, Real Estate and Economic Development staff and have been approved as Eligible Costs per the Chapter 380 Agreement dated June 15, 2010. Please let me know if you have any questions. Sincerely, Linda Ratliff, Director Economic Development Attachment: Request #1 Rayzor Ranch Eligible Costs cc: George Campbell, City Manager Andrew Osborne, Allegiance Hillview, L.P. t NNNN Nx, NK NY, K N M.�w A H t+N MWNnib .M _1K NNi�K+Kµ�Nu + a 1 8 ��j�a•7Al�t Faji it'll 6g A HHHHHH!I3rt ? 6gysepp333 fidddd�EEF� j FS�-��=fie .+ wNNNN.. wF§+f ..✓.+ �•• ......•'AAAaA .n •.H +r x �`. nw.N.-Alt uw.,w ., .n h;?,S �iit r! iEej MUCH! a !, a 1 8 ��j�a•7Al�t Faji it'll 6g A HHHHHH!I3rt ? 6gysepp333 fidddd�EEF� j FS�-��=fie �•• ......•'AAAaA `�,H..w.wr.. �`. nw.N.-Alt e'........... Aa7 ., c i x .-..Aaaa�anaaaaappA C] MIID go Olegal\our documents\ordinances\15\red third amendment.docx ORDINANCE N0. 2015-331 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A THIRD AMENDMENT TO AN ECONOMIC DEVELOPMENT PROGRAM GRANT AGREEMENT DATED JUNE 15, 2010 BETWEEN THE CITY OF DENTON AND ALLEGIANCE HILLVIEW; AND PROVIDING AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute a Third Amendment to Economic Development Program Grant Agreement (the "Third Amendment"), in substantially the form of the Third Amendment which is attached hereto and made a part of this ordinance for all purposes. SECTION 2. The City Manager, or his designee, is authorized to exercise the City of Denton's rights and duties as set forth in the Amendment. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the _ 10 day ofI b 2015. _- P wo 1-' ,/V�v IV rJ _� WATTS, - Y CHRIS AT , M OR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APP )VED A' 1C) LEGAL FORM: ANI" A BURGESS, CITY ATTORNEY r BY._�'f r. sAlegal\our documents\con tracts\ 1 5\third amendment to red agreement.doex STATE OF TEXAS § COUNTY OF DENTON § TI 11RD AMENDMENT TO ECONOMIC D]:-VELOPMI�N'I' PROGRAM GRANT' AMENDMENT WITI-I ALLEGIANCI? 1-I11.LVIF:W, L.P. This Third Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P. (this "Third Amendment") is made and entered into as of the -10- day ofhtL,,a a 2015, by Allegiance Hillview, L.P., a New York limited partnership ("Grantee"), DB Denton 11 LLC, a Delaware limited liability company ("Assignee"), and the City of Denton, Texas, a Texas municipal corporation (the "City"), Grantee, Assignee, and the City are individually referred to as a "Party" and collectively as the "Parties." WHEREAS, on June 15, 2010, Grantee and the City entered into that certain Economic Development Program Grant Agreement with Allegiance Hillview, L.P. (the "Agreement"); WHEREAS, on September 14, 2010, Grantee, Assignee, and the City entered into that certain First Amendment to Economic Development Program Grant Agreement with Allegiance Hillview, L.P., (the "First Amendment"), which First Amendment approved the assignment of certain right, title, and interest of Grantee in and to the Agreement to Assignee; WHEREAS, on May 13, 2014, Grantee, Assignee, and the City entered into that certain Second Amendment to Economic Development Program Grant Agreement (the "Second Amendment") to expand the categories of Eligible Improvements, to increase the total cost of the Eligible Improvements, to approve Phase I Costs and Eligible Phase II Costs, to expand the definition of Total Taxable Sales, to define Retail Improvements in Phase II to include "Initial" and "Additional" improvements, and to extend the Program Grant for Phase I1; and WHEREAS, Grantee and Allegiance GL LLC, a Delaware limited liability company ("Allegiance"), entered into that certain Assignment and Assumption Agreement dated as of April 1, 2015, pursuant to which Grantee assigned to Allegiance the Phase I Rights and Obligations of Grantee under the Agreement; and WHEREAS, the Parties desire to further amend the Agreement to facilitate the development of a Hotel and Convention Center in Phase II; NOW THEREFORE, for good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Parties agree to amend the Agreement and First Amendment as follows: 1. Revised Definitions a. Total Taxable Sales. The term "Total Taxable Sales" is revised in its entirety to read as follows: "Total Taxable Sales means the total amount of all sales (including mixed beverage sales covered by HB 3572 effective January 1, 2014) from which the City sAlegal\our d0cuments\contracts\15\third amendment to red agree inent.docx receives sales tax with a point of sale in Phase I or Phase II, regardless of whether such sales are retail sales and use occurring at a business located in Phase I or Phase II (excluding sales occurring at any Dillard's, J.C. Penney Co., Macy's, Sears Roebuck and Co., Barnes & Noble, DSW (Discount Shoe Warehouse), and Ross Dress for Less that locates within the Property and closes any store located within the retail shopping area commonly known as the 'Golden Triangle Mall'), and excluding all sales occurring at the Hotel and Convention Center Project developed by O'Reilly Hotel Partners Denton, or its successors and assigns, as depicted in Exhibit A. All references in the Agreement that indicate that the Total Taxable Sales and the information shown on the Monthly Sales Tax Report are limited to sales from businesses located within Phase I or Phase II shall be expanded to include mixed beverage sales and all sales with a point of sale in Phase I or Phase II, regardless of whether such sales are retail sales occurring at a business located in Phase I or Phase II. b. Initial Retail Improvements in Phase II. The term "Initial Retail Improvements in Phase II" is revised in its entirety to read as follows: "Initial Retail Improvements in Phase II means a minimum of 300,000 gross square feet (as measured to the exterior building wall) of retail or commercial shopping center buildings located in Phase II, comprised of (i) the Town Center (as described by the zoning applicable to the Property, (ii) the ground floor of the hotel and the convention center space that is part of or planned to be part of the Hotel and Convention Center Project whether or not the Hotel and Convention Center Project has a certificate of occupancy by January 1, 2018; and (iii) other retail or commercial shopping center buildings located in Phase II". 2. Program Grant for Phase II. a. Section 3.2 of the Agreement is revised in its entirety to read as follows: "Program Grant for Phase II. This Agreement shall be effective as of the date executed by the City and Grantee. At any time following execution of this Agreement and following Substantial Completion of the Required Infrastructure for Initial Retail Improvements in Phase II (but not later than January 1, 2018), Assignee may designate the first day of any month to be the Program Effective Date for Phase II by providing written notice to the City at least 60 days prior to the designated Program Effective Date for Phase II. The City will begin making Program Grant for Phase II monthly installment payments on the designated Program Effective Date for Phase II and shall continue to make such monthly installment payments for 300 consecutive months as provided by this Agreement. This Agreement will terminate with respect to the Program Grant for Phase II upon the earlier to occur of (i) the date Assignee has been paid for the full amount of the Eligible Phase II Costs, or (ii) 300 months after the Program Effective Date for Phase 11 regardless of whether Assignee has been paid the full amount of the Eligible Phase II Costs. Additional Program Grant for Hotel and Convention Center Project, as depicted in Exhibit A. The City will begin making Additional Program Grant for Hotel and Convention Center Project monthly installment payments commencing the first month following receipt of the certificate of occupancy of the Hotel and Convention Center Project and following commencement of Phase II Grant Payments, and paid monthly until Assignee has received $5,000,000 as consideration for lost revenue in Phase II as a result of the Hotel and Convention Center Project. Page 2 Olegal\our documents\contracts\15\third amendment to red agreement.docx b. The first paragraph of Section 5.2 of the Agreement is revised in its entirety to read as follows: "Program Grant for Phase II. Program Grant for Phase II monthly installment payments during the term of the Program Grant for Phase II shall be calculated as 50% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales allocable to Phase II during the preceding month as established by the most recent State Comptroller's Monthly Sales Tax Report. The City's obligation to make such payments is contingent upon the City's receipt of the sales taxes from the Texas State Comptroller and the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to issue Monthly Sales Tax Reports, the Parties shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for Phase II monthly installment payments. Payments of the Program Grant for Phase 1I monthly installment payments will be used to repay Assignee for Eligible Phase II Costs not otherwise paid with Program Grant for Phase I payments (up to a maximum of $21,000,000.00 upon Substantial Completion of the Initial Retail Improvements in Phase II and up to an additional $27,000,000.00 upon Substantial Completion of the Additional Retail Improvements in Phase II). Additional Program Grant for Hotel and Convention Center Project. Program Grant for Hotel and Convention Center Project shall be calculated as 15% of the 1.5% sales tax collected by the City with respect to the Total Taxable Sales allocable to Phase I and Phase II during the preceding month as established by the most recent State Comptroller's Monthly Sales Tax Report. The City's obligation to make such payments is contingent upon the City's receipt of the sales taxes from the Texas State Comptroller and the Monthly Sales Tax Report; provided, however, if the State Comptroller ceases to issue Monthly Sales Tax Reports, the Parties shall cooperate to arrive at a reasonably equivalent and mutually agreeable alternative method of computing the Program Grant for the Hotel and Convention Center Project monthly installment payments. Payments of the Program Grant for the Hotel and Convention Center Project will be made monthly until Assignee has received $5,000,000 as consideration for lost revenue in Phase II as a result of the Hotel and Convention Center Project. Conflicts,• Effect of Third Amendment. To the extent of any inconsistency between the terms and provisions of this Third Amendment and the Agreement, the First Amendment and the Second Amendment, the terms and provisions of this Third Amendment will control. Except as amended by this Third Amendment, all of the terms, covenants and conditions of the Agreement, the First Amendment, and the Second Amendment are in full force and effect and the Agreement, First Amendment, and Second Amendment are hereby ratified and confirmed. 4. Binding Effect. This Third Amendment will be binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns. 5. Counterparts. This Third Amendment may be executed in one or more counterpart copies, all of which will constitute and be deemed an original, but all of which together will constitute one and the same instrument binding on the Parties. Delivery by facsimile or electronic mail of this Third Amendment or an executed counterpart hereof will be deemed a good and valid execution and delivery hereof. Page 3 sAlegal\our documentslcontracts\1 Mthird amendment to red agreement.docx CITY CITY OF DENTON, DENTON, TEXAS A TEXAS MUNIC CORPORATION (5 tGE-- C. CAMPI3I L, CITY MANAGER ATTEST: .11"N IFR. WALTERS, C)" SECRETARY BY: APP] VEDA TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY; ' f GRANTEE ALLEGIANCE HILLVIEW, L.P., a New York limited partnership By: TH GP LLC (d/b/a TH Denton GP LLC, in the State of Texas), a Delaware limited liability company Its: General Partner Name: Its: e --Authonzeci_sign, t Y—._.___ Page 4 s:\legal\our documents\contracts\15\third amendment to red agreement.docx ACKNOWLEDGMENT STATE OF § COUNTY 01-_ § This instrufncnt was ACICNC)W1 1 )GED before me otkj �___-.-.__, by the, �P LLC (d/b/a TH Denton GP LLC, in the State of" `eras), a Delaware limited liability company, the general partner of Allegiance Hillview, L.P., a New York limited partnership, on behalf of such i sited partnership. }}RHE{2 N. MRi2t1N _ tdotary Public. State of Texas — Otary PUb11C My Commission Expires June 04, 2014 [SEAL] My Commission Expires: Printed Name of Notary Public ASSIGNEE DB DENTON II LLC, a Delaware limited liability company By: DB Denton Holdings LLC, a Delaware limited liability company Its: Sole Member Page 5 By: RED Rayzor Ranch, LLC, a Delaware limited liability company Its: Managing Member By: ,, Michael Ebert Its: Manager sAIega1\our documents\contracts\15\third amendment to red agreement.docx ACKNOWLEDGMENT STATE OF _ _§ COUNTY This instrument was ACKNOWLEDGED before me on I�c .--t!-# 3 ,trt� by Michael Ebert, the manager of REDRayzor Ranch, LLC, a Delaware limited liability company, the managing member of DB Denton Holdings LLC, a Delaware limited liability company, the sole member of DB Denton Il LLC, a Delaware limited liability company, on behalf of such limited liability company, My Commission Expires: STATE OF TEXAS COUNTY OF DENTON § Notary Public Printed Name of Notary Public CITY OF4X,,,NI ON, ge C. Campbell, City Mani ACKNOWLEDGMENT This instrument was ACKNOWLEDGED before me George C. Campbell, the City Manager of the City of Denton, 'exas, on behalf of the City of Denton, Texas. { ...JrNNIFEk K. WAIj"e-S' — Notary Public v;ory Public, Slat MW Com nission I-x December Prilited Name of Notary Public [SEAL] My Commission Expires:t l /l + I S Page 6 R A M 0 N A 7Al'UST4 ,r 14otery Public tit to of AtIZon3 Niarlcopa County tiny commr;nrori Expires February 03, 2017 [SEAL] My Commission Expires: STATE OF TEXAS COUNTY OF DENTON § Notary Public Printed Name of Notary Public CITY OF4X,,,NI ON, ge C. Campbell, City Mani ACKNOWLEDGMENT This instrument was ACKNOWLEDGED before me George C. Campbell, the City Manager of the City of Denton, 'exas, on behalf of the City of Denton, Texas. { ...JrNNIFEk K. WAIj"e-S' — Notary Public v;ory Public, Slat MW Com nission I-x December Prilited Name of Notary Public [SEAL] My Commission Expires:t l /l + I S Page 6 METES AND BOUNDS DESCRIPTION Convention Center Tract BEING a 11.951 acre tract situated in the B. B. B & C. R. R, Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described as Tract One in the deed to Allegiance Hillview, LP, recorded in Document Number 2006-41743, Deed Records of Denton County, Texas and a portion of the tract of land described In the deed to DB Denton 11, LLC recorded in Document Number 2010-74478, Deed Records of Denton County, Texas said 11.951 acre tract of land being more particularly described as follows: COMMENCING at a point In the easterly right—of—way line of Interstate Highway 35 (a variable width right—of—way) for the southwesterly corner of the tract of land described in the deed to DB Denton 11, LLC recorded In Document Number 2010-74478, Deed Records of Denton County, Texas; THENCE with the southerly line of said DB Denton 11, LLC tract the following: North 73' 36' 21 " East a distance of 121.73 feet to a point; South 17' 16' 37" East a distance of 15.00 feet to a point; North 73' 36' 21 " East a distance of 99.88 feet to the point of curvature of a curve to the right having a radius of 485.00 feet; Northeasterly along sold curve through a central angle of 12' 18' 37" on arc distance of 104,21 feet with a chord bearing of North 79' 45' 39" East and a chord distance of 104.00 feet to the POINT OF BEGINNING; THENCE departing the southerly line of said DB Denton II, LLC tract North 16' 23' 26" West a distance of 217.87 feet to a point; THENCE North 73' 13' 43" East a distance of 364.79 feet to a point; THENCE North 00' 56' 56" East a distance of 69.07 feet to a point; THENCE South 89' 03' 00" East a distance of 384.45 feet to the beginning of a non—tangent curve to the right having a radius of 38.25 feet; THENCE Southeasterly along said curve through a central angle of 90' 00' 04" an arc distance of 60.08 feet with a chord bearing of South 44' 03' 05" East and a chord distance of 54.09 feet to the end of said curve; THENCE South 00' 56' 58" West at a distance of 362.89 feet passing the southerly line of said DB Denton II, LLC tract in all a total distance of 688.23 feet to a point; THENCE South 73' 33' 31 " West a distance of 572.34 feet to a point; THENCE North 16' 23' 26" West a distance of 533.72 feet to the POINT OF BEGINNING; CONTAINING a computed area of 11.951 acres (520,592 square feet) of land. EXHIBIT 'A' 8000056.004 A drawing of even date accompanies this metes and bounds description. OCTOBER 28, 2015 550 Salley Avenue • Sulte 400 • Fat Worth, Texos 76107 Tel; 817.335.1121 • Fax: 817.335.7437 FIRM REGISTRATION 10098100 PAGE 1 OF 7 CONVENTION CENTER TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO, 192 CITY OF DENTON DENTON COUNTY, TEXAS Curve Table Curve Central Radius aus Arc —Chord Bearing Number Angle TOWN �CENTEI� Length and Distance C1 12'18'37" 485,00' 104.21' N79'45'39"E 104.00' n 90'00'04" R=38.25' L=60.08' CH=S44'03`05"E 54.09' 589'03'00"E , 384.45' N00'56'56% 88.07' DB DENTON I+f, LLC DOCUM5NT NUMBER RAYZOR RANCH .3 21 N 121POINT OF 'TOWN, CENTER 121.73'' DOCUMET NUMBER 5171637" E BEGINNING 2.015-180 15.00' n 11.951 ACRES PdINT OF (520,592 SQUARE FEE)} 98 DENTnN it, l --c, 'LOT iC1, i�LL'°h � } .�.>Cl1MENT NUMBER p P'AYZO12 2010--14,176 TOWN �CENTEI� Ut;7,Q01AL.NT "NUM9ER ALLEGIANCE HILLVIEW, L.P. 4. 0. TRACT ONE . 13 ' 7A w 2Q06-41743 .! w n 90'00'04" R=38.25' L=60.08' CH=S44'03`05"E 54.09' 589'03'00"E , 384.45' N00'56'56% 88.07' DB DENTON I+f, LLC DOCUM5NT NUMBER RAYZOR RANCH .3 21 N 121POINT OF 'TOWN, CENTER 121.73'' DOCUMET NUMBER 5171637" E BEGINNING 2.015-180 15.00' n 11.951 ACRES PdINT OF (520,592 SQUARE FEE)} COMMENCING N' ALLEGIANCE HILLVIEW, L.P. 0. TRACT ONE . DOCUMENT NUMBLR 7A w 2Q06-41743 W y �5 1 91, �✓ tT� B000056.004 A metes and bounds description of even date accompanies this drawing, OCTOBER 28, 2015 550 Bailey Avenue . Suite 400 • Fort Worth. Texas 76107 Tel: 817.335.1121 • Fox: 817,335.7437 FIRM REGISTRATION 10098100 to 0 LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-180 515•-55'31"w ALLEGIANCE HILLVIEW, L,P TRACT ONE DOCUMENT NUMBER 2005-41743 BLOCK 1 RAYZOR RANCH SOUTH CABINEY Y, SLIDE 470 EXHIBIT 'A' 0 200' SCALE FEET t "= 200' PAGE 2 OF 7 CONVENTION CENTER TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO, 192 CITY OF DENTON DENTON COUNTY, TEXAS METES AND BOUNDS DESCRIPTION Convention Center — DB Denton 11, LLC Tract BEING a 6.159 acre tract situated In the B, B. B & C. R. R. Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described in the deed to DB Denton II, LLC recorded in Document Number 2010-74478, Deed Records of Denton County, Texas, also being situated in Lot 10, Block A, Rayzor Ranch Town Center, an addition to the City of Denton according to the plot recorded in Document Number 2015-180, Piot Records of Denton County, Texas, said 6,159 acre tract of land being more particularly described as follows: COMMENCING at a point in the easterly right—of—way line of Interstate Highway 35 (a variable width right—of—way) for the southwesterly corner of said DB Denton 11, LLC tract; THENCE with the southerly line of sold DB Denton II, LLC tract the following; North 73' 36' 21" East a distance of 121,73 feet to a point; South 17' 16' 37" East d dlettihce of 15.00 feet to a point; North 7S' 36' 21" poet a distance of 99,88 feet to the poiht of curvature of a curve to the right having d rddlus of 485,00 feett Northeasterly along said curve through a central angle of 12' 18' 37" an arc distance of 1104.21 feet with a chord bearing of North 1191 45' 39" �dst and b chord distahce of 104.00 feet to the POINT Or BEGINNING; THENCE departing the southerly line of said DB Denton II, LLC tract North 16' 23' 26" West a distance of 217.87 feet to a point; THENCE North 73' 13' 43" East a distance of 364.79 feet to a point; THENCE North 00' 56' 56" East a distance of 69.07 feet to a point; THENCE South 89' 03' 00" East a distance of 384.45 feet to the beginning of a non—tangent curve to the right having a radius of 38.25 feet; THENCE Southeasterly along said curve through a central angle of 90' 00' 04" an arc distance of 60,08 feet with a chord bearing of South 44' 03' 05" East and a chord distance of 54.09 feet to the end of sold curve; THENCE South 00' 56' 58" West a distance of 362.89 feet to a point in the southerly line of said DB Denton II LLC tract; THENCE with the southerly line of said DB Denton it LLC tract the following: South 77' 47' 38" West a distance of 36,00 feet to the point of curvature of a curve to the right having a radius of 1,015.00 feet; continued next page... 8000056.009 A drawing of even date accompanies this metes and bounds description. OCTOBER 28, 2015 550 BNley Avenue • 9utte 400 . fort Worth, Texas 76107 Tel: 017.335.1121 • FcDc:a17.335.7437 FIRM 115WRATiON 10099100 PAGE 3 OF 7 CONVENTION CENTER - DB DENTON II, LLC TRACT B.B.B. & C.R.R. SURVEY ABSTRACT N0, 192 CITY OF DENTON DENTON COUNTY, TEXAS Curve Table Curve Central Arc Chord Bearing Number Angle Radius Length and Distance C1 12' 18'37" 485,00' 104.21' N79'45'39"E 104.00' r A.7A o � y G) i 0 �4 l3� 6000056.004 3s36'21'"E 88' POINT OF COMMENCING A metes and bounds description of even date accompanies this drawing. A-16'25,'24` R-485.00' L=139.02' CH=N85'52'20"W 138.55' ALLEZ31ANCE HILLVIEW, ! .11, TRACT ONE DOCUMENT NUMBER 2006-1-1743 •1174:.' EXHIBIT 'A' OC706ER 28, 2015 "WNAWAy 550 Bailoy Avenuo • Suite 400 • Fort worth, Texas 76107 Tei: 817.335.1121 • Fox: 817.335.7437 FIRM REGISTRATION 10098100 5i5�Lvq�' tU i 11��hti1ST�� LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-180 \_S77'47'38"W n=24'32'43", 36.00' \-R='1015.00' L=434.82' CH=N89'56'00"W 431.51' BLOCK 1 RAYZOR RANCH SOUTH CABIINLY Y, :SLIDE 470 0 200' > —. SCALE FEET 1"a 200' PACE 5 OF 7 CONVENTION CENTER - DB DENTON II, LLC TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS LC+'. 10, BLOCK A RAYZOR RANCH '`OWN CENTER. , DOCUI%:ENT NUME-,ER 2015-180 nB DENTON 0, L LO A=9Q'00'04" C7C?CtJ.1lvlhi h;; f2-38,25' L=60,08' 2010,-74478 1 CH=544'03'05"E: 94,09' s ` N00`56'S'6"E 69,07' `1 r S89'a3'00" F 384.45' DB DEIITN II LLC DOCUME�vT NU`t,AB �R N�''��', 2010-744-18 RAYZOR RANCH M N16.2326"W TOWN CENTER 217.87` DOCUMLNT NUMDER N7,3'36'21 E .2101E 180 121.73' 6.159ACI-iEtiS S1716,'37"E (268,287 SQUAR1`- FEET) 15,00 �-N77'39'38"W 102.42' r A.7A o � y G) i 0 �4 l3� 6000056.004 3s36'21'"E 88' POINT OF COMMENCING A metes and bounds description of even date accompanies this drawing. A-16'25,'24` R-485.00' L=139.02' CH=N85'52'20"W 138.55' ALLEZ31ANCE HILLVIEW, ! .11, TRACT ONE DOCUMENT NUMBER 2006-1-1743 •1174:.' EXHIBIT 'A' OC706ER 28, 2015 "WNAWAy 550 Bailoy Avenuo • Suite 400 • Fort worth, Texas 76107 Tei: 817.335.1121 • Fox: 817.335.7437 FIRM REGISTRATION 10098100 5i5�Lvq�' tU i 11��hti1ST�� LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-180 \_S77'47'38"W n=24'32'43", 36.00' \-R='1015.00' L=434.82' CH=N89'56'00"W 431.51' BLOCK 1 RAYZOR RANCH SOUTH CABIINLY Y, :SLIDE 470 0 200' > —. SCALE FEET 1"a 200' PACE 5 OF 7 CONVENTION CENTER - DB DENTON II, LLC TRACT B.B.B. & C.R.R. SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS METES AND BOUNDS DESCRIPTION Convention Center — Allegiance Hillview Tract BEING a 5,792 acre tract situated in the B. B. B & C. R. R. Survey, Abstract Number 192, Denton County, Texas, being a portion of the tract of land described as Tract One in the deed to Allegiance Hillview, L.P. recorded In Document Number 2006-41743, Deed Records of Denton County, Texas, said 5,792 acre tract of land being more particularly described as follows: COMMENCING at a point in the easterly right—of—way line of Interstate Highway 35 (a variable width right—of--way) for the southwesterly corner of the tract of land described in the deed to DB Denton II, LLC recorded in Document Number 2010-74478, Deed Records of Denton County, Texas; THENCE with the southerly line of sold DB Denton Ii, LLC tract the following: North 73' 36' 21" East a distance of 121.73 feet to a point; South 17' 16' 37" East a distance of 15.00 feet to a point; North 73' 36' 21" East a distance of 99.88 feet to the point of curvature of a curve to the right having a radius of 485.00 feet; Northeasterly along said curve through a central angle of 12' 18' 37" an arc distance of 104,21 feet with a chord bearing of North 79' 45' 39" East and a chord distance of 104.00 feet to the POINT OF BEGINNING; Southeasterly continuing along said curve through a central angle of 16' 25' 24" an arc distance of 139.02 feet with a chord bearing of South 85' 52' 20" East and a chord distance of 138.55 feet to the point of tangency of sold curve; South 77' 39' 38" East a distance of 102.42 feet to the point of curvature of a curve to the left having a radius of 1,015.00 feet; Southeasterly along sold curve through a central angle of 24' 32' 43" on arc distance of 434.82 feet with a chord bearing of South 89' 56' 00" East and a chord distance of 431,51 feet to the point of tangency of sold curve; North 77' 47' 38" East a distance of 36.00 feet to a point; THENCE departing the southerly line of said DB Denton II, LLC tract South 00' 56' 58" West a distance of 325,33 feet to a point; THENCE South 73' 33' 31" West a distance of 572.34 feet to a point; THENCE North 16' 23' 26" West a distance of 533.72 feet to the POINT OF BEGINNING; CONTAINING a computed area of 5,792 acres (252,305 square feet) of land, EXHIBIT 'A' 8000056.004 A drawing of even date accompanies this metes and bounds description. OCTOBER 28, 2015 550 Balley Avenue • Suite 400 • Fat Worth, Texas 76107 Tec 817.335.1121 • Fox: 817.335.7437 FIRM REGISTRATION 10098100 PAGE 6 OF 7 CONVENTION CENTER - ALLEGIANCE HILLVIEW TRACT B.B.B. & C.R.R, SURVEY ABSTRACT NO. 192 CITY OF DENTON DENTON COUNTY, TEXAS Curve Table Curve Central Radius aus Arc Chord Bearing Number Angle Length and Distance C1 12'18'37" 485,00' 104,21' N79'45'39"E 104.00' DB DENTON 11, LLC - LO'1`%' i0, �BCOCK A DOCUMENT; NUNIOER RAY7OR RANCH 2Ci i'b-744783 CJC3 uLN fON 11,' LLC TOW'FI CENTER DOCUMENT NUMBER . . L)oCUMENT NUMBER 2�J1t�-'7�F478 2015-100 ,� R/0 -70s:' RANCH IPi_.�IN'1- OF TOWN CENTER )BEGINNING DOCUMENT NUMBEIz 20'15-180 1-16'25'24" R=485,00' L=139.02' N77'47'38"E S17`1637"E CH=585'52'20"E 138.55' 35.00 15.00' 0=24'32'43" R-1015.00' L-434.82'. S77' 8 CH -S89'56'00" G 431.51 POINT OF fi 792 ACRES I 1 COMMENCING W. w N l 91 v �. UUl (252,305 SQUARE FEET) ALLEGIANCE K�ILLVIGW, L.P. TRACT ONE DOCUMENT NIUMBER 2066r-4174 3 , S1 x.33, 31"W 8000056,004 A metes and bounds description of even date accompanies this drawing. OCTOBER 28, 2015 550 Bailey Avenue : Suite 400 - Fort Worth, Texas 76107 Tel: 817.335.1121 � Fax; 817.335.7437 FIRAA REGISTRATION 10098100 LOT 9, BLOCK A RAYZOR RANCH TOWN CENTER DOCUMENT NUMBER 2015-180 ALLEGIANCE HILLVIE:W, L.P TRACT ONE DOCUMENT NUMBER 2006-4114i BLOCK 1 RAYZOR RANCH SOUTH CABINEY Y, SLIDE 470 0 200' SCALE FEET 1"= 200' PAGE 7 OF 7 CONVENTION CENTER - ALLEGIANCE HILLVIEW TRACT B.B,B. & C.R.R, SURVEY ABSTRACT NO, 192 CITY OF DENTON DENTON COUNTY, TEXAS EXHIBIT 5 closers\2404017\desktopAcertificate of compliance.docx CITY OF DENTON CERTIFICATE OF COMPLIANCE Company: DB Denton 11, LLC (DB) Date: Terms of Program Grant for Phase II 1.1 Section 3.1b of the Chapter 380 Agreement requires a minimum of 300,000 gross square feet (as measured to the exterior building wall) of retail or commercial shopping center buildings located in Phase II have a Certificate of Occupancy (CO) or a completed foundation approved by the Building Official by April 1, 2018. a. Did grantee complete 300,000 gross square feet (as measured to the exterior building wall) of retail or commercial shopping center buildings located in Phase II that have a CO or a completed foundation approved by the Building Official by April 1, 2018? (If no, please complete 1.2). ❑ YES ❑ NO 1.2 DB states that at least 270,000 gross square feet (approximately 90% of the Initial Retail Improvements in Phase 1I) of retail or commercial shopping center buildings located in Phase II have received a CO or have completed foundations approved by the Building Official of the City on or before April 1, 2018. a. A total of gross square feet have received a CO in Phase II. (Please attach any documentation) b. A total of gross square feet have a completed foundation approved by the City Building Official. (Please attach any documentation) II. Additional Covenants 2.1 Did grantee timely submit this Certificate of Compliance as required under Section 3.1b. of the Chapter 380 Agreement? ❑ YES ❑ NO 2.2 Did grantee comply with the other provisions of the Agreement? ❑ YES ❑ NO I, the authorized representative for DB hereby certify that the above information is correct and accurate pursuant to the terms of the Agreement. I further certify that grantee has fully complied with the Chapter 380 Agreement including compliance with the City of Denton Code of Ordinances, Texas Department of Public Safety Regulations, and other applicable federal, state, or local law. c:Ausers\2404017\desktop\certificate of coin pIiance.docx DB Denton II, LLC Signature: Printed Name: Title: Date: Certificate of Compliance Page 2 of 2 March 13, 2017 RE: Rayzor Ranch Town Center (RRTC) 4th Amendment DB Denton II is requesting an amendment to Rayzor Ranch Chapter 380 Grant in order to complete the required Initial Retail Improvements and required Infrastructure Improvements which support the retail improvements by extending the date from January 1, 2018 to April 1, 2018. In addition, provided that construction has progressed including at least 270,000 SF of retail and commercial buildings which have either obtained certificates of occupancy or completed foundations during construction, the date will be extended from April 1, 2018 to July 1st, 2018 upon completion of a certificate of compliance by DB Denton II and documentation and review and approval of the City Manager or designee. To date, RRTC has approximately 225,000 SF with certificates of occupancies or under construction with foundations completed. At this time, there are several building plan sets in process with the City for additional retail improvements and supporting infrastructure exceeding 75,000 SF of gross building area. This requested time extension will allow DB Denton to finish the City design, permitting and platting process for these additional retail improvements currently in progress. The construction duration is approximately 11-12 months not counting unforeseen circumstances, weather and other schedule impacts. We are confident with this additional time that RRTC will continue to make great progress and achieve the minimum required gross building area by the extended dates requested. There are no other amendments expected or requested related to the dates or amount of improvements required to be complete to qualify under the 380 Grant. Thank you for your consideration and continued support. We are very excited about the continued progress at RRTC. Sincerely, DB ENTON II LLC �0. (- Michael Ebert March 7, 2017 Honorable Mayor Chris Watts and Denton City Council Members: Dalton Gregory, Joey Hawki Kathleen Wazny, Keely Briggs, Kevin Roden, & Sara Bagheri I of required improvements. Our position is, and has always been, that we support economic incentives, but recipients should be required to live up to their part of the agreement. We strongly feel that the existing 3d Amendment that expires on January 1, 2018, if not fulfilled, should be the last amendment for Rayzor Ranch. 11W 1604-111 1 ltn numerous occasions, we were assured by the Mayor, City Manager and Economic Development Directors that the City of Denton would treat Golden Triangle Mall and the Rayzor Ranch development equally. Passage of the proposed 4 �h Amendment would violate those assurances. Providing Rayzor Ranch any additional time does nothing more than assist them in one of their original and very critical goals - moving the existing Di|kard's operation amnzas town. This has been a 10'yeor struggle, and it is now time to let the open market decide where Dillard's operates in the future. Economic Development incentives should be used to bring NEW merchants to the Denton market, not move them to a different location in the same market, which does not increase overall sales tax revenue. Despite the constant threat that 0U|ard's would be leaving the noz|' we have succeeded in attracting 16 new merchants to the Denton market, and having 15 merchants renovate and even expand their existing stores. Golden Triangle Mall has lived up to our agreements and fulfilled our obligations by investing tens of millions of dollars into our asset. When our extension was demied, we accepted your decision and relied on your promises that vve would be treated equally with other developments. We are respectfully requesting that any extension request for Rayzor Ranch be denied to be consistent with the treatment of Golden Triangle K8a|i VVeappreciate your consideration, and please feel free b»contact us with any questions. /Herb Weitzman ar �e (rin�( CC: Denton Economic Development Board weitzmanT" The IVIGHerringG[0UD 3102 Maple Avenue \ Suite 3581Dallas, TX 75201 Weitzman is the trade name mWeitzman Management Corporation, a regional realty corporation. f ;4k m, Nrs3 12400 Coit Road, Suite 875 Dallas, TX 75251 March 13, 2017 Re: Proposed Amendment to the Rayzor Ranch 380 Agreement Mayor Chris Watt and Denton City Council Members: Keely Briggs, Sarah Bagheri, Kevin Rhoden, Kathleen Wazny, Joey Hawkins and Dalton Gregory Denton City Council: After recently re -opening our newly renovated and expanded Luxury Movie Tavern on University Drive we became aware of the proposed Alamo Drafthouse at Rayzor Ranch. This comes as a great disappointment given that we just invested over $9,000,000 to remodel our property to ensure that we provided the citizens of Denton with a first class, luxury seating, state of the art dine -in theater experience. Alamo Drafthouse is the third theater to announce at the site over the past 5 or so years. Most recently Cinemark had a deal at Rayzor Ranch and backed out upon the announcement of our expansion project. The two sites are only 1.5 miles apart and with our additional seats and auditoriums the market is more than adequately served. The industry rule of thumb for theater screens to population is 1 screen per 10,000 residents. Between the Cinemark 14, located just 6 miles away on Wind River Ln, and our newly expanded theater with 9 screens, we collectively provide the market with sufficient viewing alternatives and choices given an overall population base of approximately 230,000. We are also aware that there is a proposed 4t" Amendment to the Rayzor Ranch 380 Agreement that will extend the timeframe for development of the site. Without an extension of time and the incentives from the city the theater project at Rayzor Ranch is very likely not feasible for the developer. We hope the 4t" Amendment will be denied by the council as the project provides no appreciable benefits to the community. Economic incentives of this type are generally granted for development that brings new retailers, service providers, businesses and amenities that aren't currently available to the tax payers of Denton. The city of Denton already has our brand new Movie Tavern just 1.5 miles away from the proposed Alamo and the existing 14 screen Cinemark 6 miles to the South. If the developer or Rayzor Ranch and Alamo Drafthouse wish to build a theater and risk having it go out of business then they should do so with their own funds; not with an incentive package from the city that would be better utilized elsewhere. Adding this theater will not meaningfully increase sales tax revenue for the city as our theatre and the proposed Alamo will simply split attendance and market share. We strongly encourage the council to reject the extension of time in the 4t" Amendment. We thank you for your consideration. Please contact me at 214-751-8197 with any questions you may have. Respectfully, Y6�� Kade L. Pittman Director of Real Estate City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-385, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: Community Affairs CMIACM: Todd Hileman DATE: April 4, 2017 SUBJECT Consider approval of a resolution of the City of Denton, Texas, supporting House Bill 2445 related to the allocation of hotel occupancy tax funds to the purpose of enhancing and upgrading existing city -owned sports facilities; and providing an effective date. BACKGROUND The City Council directed staff to pursue legislation that would give the Council authority to allocate funding to enhance and upgrade existing, city -owned sports facilities. The Mayor and staff approached Representative Lynn Stucky to request he file such a bill on the City's behalf. He subsequently filed HB 2445 on February 27. Though the Council approved a statement in support of this initiative in the 2017 Legislative Program, approved on December 13, 2016, Representative Stucky's office has requested a stand-alone resolution in support of HB 2445, (Exhibit 1). The resolution is listed as an item for individual consideration for the City Council's approval on April 4. Below is additional background on the purpose, use, and support of the bill. Purpose of House Bill 2445 The genesis of this item came about when Parks and Recreation requested the City of Denton seek introduction and passage of legislation that would amend Tax Code Sec. 35 1. 101 (a)7 by adding the City of Denton to the list of municipalities authorized to utilize Hotel Occupancy Tax (HOT) funds for enhancement and upgrading of city -owned and existing sports facilities or fields, which provide significant economic benefit to the community. Specifically, the purpose of HOT funds is to "promote tourism and the convention and hotel industry." The athletic tournaments hosted by the City of Denton Parks and Recreation Department generate revenue for the City's General Fund, the Recreation Fund, and co-sponsored associations. More importantly, however, the tournaments to -date in 2016 alone provided an estimated economic impact to local businesses, such as hotels, restaurants, and retailers, of more than $1,005,150. In addition, the tournaments have generated more than 800 room nights for Denton hotels and brought in an estimated 28,083 spectators. The economic impact estimates are calculated by a formula created by the Convention and Visitor's Bureau in coordination with the Parks and Recreation Department. For calendar year 2017 the number of available tournament weekends has been reduced from 30 to 13 due to the lack of funds to provide adequate enhancements and upgrades to the fields. Hosting tournaments has become more competitive as cities build and upgrade their facilities to enhance the experience and meet City of Denton Page 1 of 3 Printed on 3/31/2017 povveied by I_egivt9i IN File #: ID 17-385, Version: 1 standards of tournament coordinators and teams. The proposed legislative initiative would allow the City Council an innovative funding mechanism to allocate existing HOT funds to the enhancement of Parks and Recreation existing sports facilities or fields in order to continue hosting, at previous levels, the athletic tournaments that have supported the local tourism industry and had such a positive economic impact on the community. If the legislation passes, it would provide the City Council the statutory authority to allocate HOT funds to the enhancement of existing City -owned sports facilities or fields for the specific purpose of hosting athletic tournaments should they so choose. HOT Fund allocations allowable under HB 2445: Examples of enhancements and upgrades to existing facilities include fencing, lighting, infield mix (to dry fields more quickly), Wi-Fi at the Sports Complexes, soccer goals, scoreboards, restroom upgrades, bleachers, shade structures, PA Equipment, batting cages, and pitching cages. This list is not exhaustive, but contains projects that Parks and Recreation staff have identified as needed upgrades to existing facilities. Limitations on use of Funds Current statute, Tax Code, Section 351.1076 (Exhibit 2), requires a five-year lookback on the return on investment of the HOT fund allocations to sports fields. If, over the five-year period, the amount of hotel revenue generated directly as a result of the HOT fund allocation and resulting tournament activity is less than the allocation itself, the general fund must reimburse the HOT fund account. "The municipality shall reimburse from the municipality's general fund any expenditure in excess of the amount of area hotel revenue attributable to the enhancements and upgrades to the municipality's hotel occupancy tax revenue fund." Finally, the current statute to which HB 2445 is attached (Tax Code, Section 351.101; Exhibit 3), would not allow funds to be used for maintenance. There are bills that have been filed this session that expand the language to include maintenance for some communities, but this is not an expansion which we are currently seeking. Support On March 30, the Denton Chamber of Commerce Board of Directors voted unanimously to endorse HB 2445, with the understanding that the bill will not jeopardize existing recipient funding. The Chamber will send a letter of support to the City Council and Representative Stucky. The Convention and Visitor's Bureau has also indicated support for HB 2445. In addition, Parks and Recreation staff is working on gathering letters of support from the Texas Recreation and Parks Society (TRAPS) and sports tournament leaders who have utilized our fields. Next Steps HB 2445 has been referred to the House Ways and Means Committee. All HOT fund -related bills have been assigned to this committee. Representative Stucky's office has submitted a request for a hearing. When the hearing is scheduled, staff will notify the City Council and appropriate staff. We anticipate having Mayor Watts and Parks Director Emerson Vorel present at the hearing as resource witnesses to provide comments and answer questions, should the committee chair desire to hear from stakeholders. Because there are dozens of HOT fund -related bills that could go through the committee, the hearing may be rather low-key with a greater emphasis on written testimony. This strategy will be re -assessed as the hearing is scheduled and we have a clear view of the landscape as it approaches. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On December 13, 2016, the City Council approved the following statement in the 2017 Legislative Program: Seek introduction and passage of legislation that would amend the Tax Code by adding the City of Denton to the bracketed list of municipalities authorized to utilize Hotel Occupancy Tax (HOT) funds City of Denton Page 2 of 3 Printed on 3/31/2017 povveied by I_egist9i I;, File #: ID 17-385, Version: 1 for enhancement and upgrading of city -owned and existing sports facilities or fields, which provide significant economic benefit to the community. STAFF RECOMMENDATION 1. Approve Resolution of support for HB 2445 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: 6.1 Collaborate with local, regional, state, and federal partners EXHIBITS 1. Resolution 2. Tax Code 351.1076, Current Law - Limitations on Use of Funds 3. Tax Code 351.101, Current Law Governing Use of HOT Fund Allocations to Sports Facilities Respectfully submitted: Todd Hileman City Manager Prepared by: Lindsey N. Baker Intergovernmental Relations/ Public Information Officer City of Denton Page 3 of 3 Printed on 3/31/2017 povveied by I_egist9i I;, s:AIegaI\our documents\resolutions\17\hot hind resolution (2017).docx RESOLUTION NO. A RESOLU'T'ION OF THE CITY OF DENTON, TEXAS, SUPPORTING HOUSE BILL 2445 RELATED TO THE ALLOCATION OF HOTEL OCCUPANCY TAX FUNDS FOR THE PURPOSE OF ENHANCING AND UPGRADING EXISTING CITY -OWNED SPORTS FACILITIES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Parks and Recreation Department has requested the City of Denton seek introduction and passage of legislation that would amend Tax Code Sec. 351.101 (a)7 by adding the City of Denton to the list of municipalities authorized to utilize Hotel Occupancy Tax (HOT) funds for enhancement and upgrading of city -owned and existing sports facilities or fields, which provide significant economic benefit to the community; and WHEREAS, the purpose of HOT funds is to "promote tourism and the convention and hotel industry"; and WHEREAS, the athletic tournaments hosted by the City of Denton Parks and Recreation Department generate revenue for the City's General Fund, the Recreation Fund, and co-sponsored associations; and WHEREAS, the tournaments to -date in 2016 alone provided an estimated economic impact to local businesses, such as hotels, restaurants, and retailers, of more than $1,005,150; and WHEREAS, the tournaments have generated more than 800 room nights for Denton hotels and brought in an estimated 28,083 spectators; and WHEREAS, for calendar year 2017 the number of available tournament weekends has been reduced from 30 to 13 due to the lack of funds to provide adequate enhancements and upgrades to the fields; and WHEREAS, hosting tournaments has become more competitive as cities build and upgrade their facilities to enhance the experience and meet standards of tournament coordinators and teams; and WHEREAS, the proposed legislative initiative would allow the City Council an innovative funding mechanism to allocate existing HOT funds to the enhancement of Parks and Recreation existing sports facilities or fields in order to continue hosting, at previous levels, the athletic tournaments that have supported the local tourism industry and had such a positive economic impact on the community; and WHEREAS, the proposed legislative initiative would provide the City Council the statutory authority to allocate HOT funds to the enhancement of existing City -owned sports facilities or fields for the specific purpose of hosting athletic tournaments; and WHEREAS, enhancements and upgrades to existing facilities may include, but are not limited to fencing, lighting, infield mix, Wi-Fi at the Sports Complexes, soccer goals, scoreboards, s:Alegal\our documents\resolutions\17\hot fund resolution (2017).doex restroom upgrades, bleachers, shade structures, PA Equipment, batting cages, and/or pitching cages; and WHEREAS, there is a precedent of municipalities gaining statutory authority to access HOT funds for the purposes stated herein, with ten (10) cities already authorized to allocated HOT funds under the Tax Code; and WHEREAS, Representative Lynn Stucky, District 64, has filed House Bill 2445, relating to the use of municipal hotel occupancy tax revenue in certain municipalities; NOW, THERFORE, THE COUNCIL OF THE CITY OF DENTON HERBY RESOLVES: SECTION 1. That the Denton City Council supports passage of House Bill 2445 as filed. SECTION 2. That the Mayor and City Council, City Manager, or their designees shall communicate the City's support of HB 2445 to members of the Texas Legislature by providing testimony, letters, and other appropriate communications. PASSED AND APPROVED this the day of , 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO I..,EGAL FORM: AARON DEAL, INTERIM CITY ATTORNEY BY: Page 2 CHRIS WATTS, MAYOR TAX CODE SECTION 351.1076 Sec. 351.1076. ALLOCATION OF REVENUE: CERTAIN MUNICIPALITIES. (a) A municipality that spends municipal hotel occupancy tax revenue for the enhancement and upgrading of existing sports facilities or fields as authorized by Section 351.101(a)(7): (1) shall determine the amount of municipal hotel occupancy tax revenue generated for the municipality by hotel activity attributable to the sports events and tournaments held on the enhanced or upgraded facilities or fields for five years after the date the enhancements and upgrades are completed; and (2) may not spend hotel occupancy tax revenue for the enhancement and upgrading of the facilities or fields in a total amount that exceeds the amount of area hotel revenue attributable to the enhancements and upgrades. (b) The municipality shall reimburse from the municipality's general fund any expenditure in excess of the amount of area hotel revenue attributable to the enhancements and upgrades to the municipality's hotel occupancy tax revenue fund. TAX CODE SECTION 351.101 Sec. 351.101. USE OF TAX REVENUE. (a) Revenue from the municipal hotel occupancy tax may be used only to promote tourism and the convention and hotel industry, and that use is limited to the following: (7) subject to Section 351,10761 the promotion of tourism by the enhancement and upgrading of existing sports facilities or fields, including facilities or fields for baseball, softball, soccer, flag football, and rodeos, if: (A) the municipality owns the facilities or fields; (B) the municipality: (i) has a population of 80,000 or more and is located in a county that has a population of 350,000 or less; (ii) has a population of at least 75,000 but not more than 95,000 and is located in a county that has a population of less than 200,000 but more than 160,000; (iii) has a population of at least 36,000 but not more than 39,000 and is located in a county that has a population of 100,000 or less that is not adjacent to a county with a population of more than two million; (iv) has a population of at least 13,000 but less than 39,000 and is located in a county that has a population of at least 200,000; (v) has a population of at least 70,000 but less than 90,000 and no part of which is located in a county with a population greater than 150,000; (vi) is located in a county that: (a) is adjacent to the Texas -Mexico border; (b) has a population of at least 500,000; and (c) does not have a municipality with a population greater than 500,000; (vii) has a population of at least 25,000 but not more than 26,000 and is located in a county that has a population of 90,000 or less; (viii) has a population of at least 7,500 and is located in a county that borders the Pecos River and that has a population of not more than 15,000; (ix) is located in a county that has a population of not more than 300,000 and in which a component university of the University of Houston System is located; or (x) has a population of at least 40,000 and the San Marcos River flows through the municipality; and (C) the sports facilities and fields have been used, in the preceding calendar year, a combined total of more than 10 times for district, state, regional, or national sports tournaments; City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-412, Version: 1 Legislation Text Agenda Information Sheet DEPARTMENT: City Manager's Office CM/ ACM: Bryan Langley Date: April 4, 2017 SUBJECT Consider nominations/appointments to the City's Boards and Commissions: Animal Shelter Advisory Committee; Human Services Advisory Committee; and Zoning Board of Adjustment. BACKGROUND Below is the list of outstanding Boards and Commissions nominations and the Council Member responsible for the nomination: Animal Shelter Advisory Committee - Jessica Jackson has resigned from the Committee. This is a nomination for Council Member Briggs, and she has nominated Paul O'Neill. Mr. O'Neill fulfills the requirement for a person who is employed by the City of Denton Animal Shelter. Naomi Wood has resigned from the Committee. This is a nomination for Mayor Pro Tem Roden. Human Services Advisory Committee - Sarah Swanson has resigned from the Committee. This is a nomination for Mayor Pro Tem Roden. Zoning Board of Adjustment - There is one alternate position vacant. This is a nomination for the entire Council. Nominations could be made and voted on at this meeting should the Council desire. Approval would be contingent on completion of the confirmation process. If you require any further information, please let me know. Respectfully submitted: Jennifer Walters City Secretary City of Denton Page 1 of 1 Printed on 3/31/2017 povveied by I_egivt9i IN City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: ID 17-413, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Materials Management ACM: Bryan Langley AGENDA DATE: April 4, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas authorizing the approval of a first amendment to a professional services agreement between the City of Denton and Teague Nall and Perkins, Inc. (TNP), amending the contract approved by City Council on August 6, 2013, in the not -to -exceed amount of $4,160,000, to provide additional engineering and surveying services related to the Denton Municipal Electric Capital Improvement Plan; providing for the expenditure of funds therefor; and providing an effective date (File 5306 -providing for an additional expenditure amount not -to -exceed $4,360,000, with the total contract amount not -to -exceed $8,520,000). The Public Utilities Board recommends approval (6-0). FILE INFORMATION A professional services agreement between the City of Denton and Teague Nall and Perkins, Inc. (TNP) for Engineering and Surveying Services for the Denton Municipal Electric (DME) Capital Improvement Plan Engineering and Surveying Support was originally approved by Council on August 6, 2013 in the amount of $4,160,000 (Exhibit 1). This contract provides DME with engineering and surveying services to aid in the development, design, and field support for approved Capital Improvement Plan projects. Funds appropriated for the current agreement have been expended in the amount of $3,933,680.31. The following is a summary of the types of project development, design, surveying, permitting, field support and other services that TNP has provided under the contract: • Surveys for land and easement acquisitions • Surveys to locate existing facilities where information is needed inside existing substations and particularly as it relates to development of designs for transmission lines • Topographical surveys for substation sites and transmission line routes • Site conceptual grading plans and cost estimates and final site grading plans and cost estimates • Site survey monument installation • Alta surveys for substation site purchases City of Denton Page 1 of 5 Printed on 3/31/2017 povveied by I_egivt9i IN File M ID 17-413, Version: 1 • Deed sketches for transmission line routes • Applications and required documentation for submission of all City of Denton permits, • TxDOT crossing permits, railroad crossing permits, demolition permits, and any other permit or related documents that are required as parts of the approval processes • Construction staking for certain substation facilities and for transmission line pole installation • Grade staking and electronic files for up load into grading equipment GPS automated grading systems • Subsurface utility locations or verifications including hydrovac excavations where utilities could not be otherwise safely located for pole installations • Construction verification (primarily grade and foundation construction verifications) • Feasibility studies for site selection efforts (what would be required to make a site work, including public improvements, and what would be the estimated cost) • Represent DME in public and official meetings and during coordination with other agencies in support of permits, governmental requirements, and land and easement acquisitions • Obtain asbestos surveys, related permits, and remediation (required for demolition permits) • Flood plain studies • Public improvement designs and construction procurement support • Serve as DME's professional representative in any capacities needed for project development, design, or construction support With a 2017 transmission and substation Capital Improvement Plan (CIP) budget of approximately $272,000,000, it will be necessary for DME to continue to utilize consulting engineers extensively for project development activities, civil designs, assistance with procurement actions, and certain aspects of construction management, field support, and construction inspection. Almost all substation and transmission line projects in the CIP will require surveying. Procurement of land and easements and permitting have been major resource consumers under this contract. These efforts are a major reason that the funds have been expended sooner than originally projected. Substation projects that require land acquisition will require services for platting, permitting, civil site design and field support. It is not reasonable or practical for DME to have staff in the numbers required to perform the work and to cover the broad range of disciplines necessary to address all aspects of the CIP projects. Using outside engineering resources is an efficient and reasonable method for obtaining the temporary and wide range of specialized services needed. Transmission line routing, site selection, and engineering design are the first activities that must be completed for any project. The surveys are the beginning points for the land and easement acquisition processes. Surveys City of Denton Page 2 of 5 Printed on 3/31/2017 povveied by I_egist9i I;, File M ID 17-413, Version: 1 are also necessary to finalize designs and to provide documentation for permitting and platting. Land or easement acquisition delays will extend project schedules. For substation site selection, three or four location options per project have normally been required. These options must be fully evaluated and proven to be viable. Cost estimates and analyses must be completed for each option to allow comparison. At this time, site selections have been completed for all but two substation projects. This could change with new requirements or with failure to reach agreement with land owners for sites that have been selected but not purchased. The status of current projects has been factored into estimated costs. DME proposes to amend the contract with TNP to support the site identification, land and easement procurement, and project development and design processes for substations and transmission lines. The work required for transmission lines falls primarily in the surveying area. Extensive surveying is required for route selection, easement surveys, gathering topographic and obstruction information along the route, preparing a proposed centerline drawing, precisely determining the final centerline, providing survey data to the line designer, submitting crossing permits, for construction staking, and for post construction as -built documentation, this final item be required for NERC compliance. TNP has extensive project experience in working with City of Denton planning and permitting departments. TNP's has been very successful all aspects of the work assigned to them, and their performance in these types of activities for CIP projects has been timely and has demonstrated the firm's professionalism and responsiveness for the needs of DME projects. They are local and possess almost all the needed resources and disciplines needed in-house. TNP can provide the experience and manpower to effectively accomplish the surveying and civil engineering requirements for DME's CIP projects. TNP's work success is a major factor in proposing to continue working with them, but there are other compelling reasons as well. Exhibit 2 shows the extensive amount of work that TNP has begun under this contract for projects that are not complete. Exhibit 2 also includes a listing of projects that have been completed and, in which, TNP has had design participation. If the design responsibility for any project, or part of a project, that was started by TNP is assigned to another engineering or surveying group, every aspect of the surveys, designs, and preliminary information that has been gathered would have to be verified before any other engineering firm could professionally seal the designs. The TEXAS ENGINEERING PRACTICE ACT AND RULES CONCERNING THE PRACTICE OF ENGINEERING AND PROFESSIONAL ENGINEERING LICENSURE requirements state: §137.33 Sealing Procedures (a) The purpose of the engineer's seal is to assure the user of the engineering product that the work has been performed or directly supervised by the professional engineer named and to delineate the scope of the engineer's work. Texas Engineering Practice Act and Rules Page 54 of 67 Effective 9/10/07 (b) License holders shall only seal work done by them, performed under their direct supervision as defined in §131.81 of this title, relating to Definitions, or shall be standards or general guideline specifications that they have reviewed and selected. Upon sealing, engineers take full professional responsibility for that work. Changing engineering consultants after significant work on any project has been accomplished would add significant time and cost to the project. Because TNP has been successful in working on DME projects, DME recommends amending the contract to allow the contract to continue. In accordance with Texas Local Government Code 252.022, the procurement of professional services is exempt from the requirement of City of Denton Page 3 of 5 Printed on 3/31/2017 povveied by I_egist9i I;, File #: ID 17-413, Version: 1 competition based selection. The amount proposed for the increase in this contract was arrived at by estimating the work needed for completion of the CIP, as it is currently structured, taking into account the work that has already been provided for projects that are not complete. Hourly rates and historical experience for similar work have been used to arrive at credible estimates. The amount proposed for the amendment is the best estimate at this time and has been based on the projects and activities that DME believes will be undertaken in accordance with the CIP and also recognizes the status of projects for which engineering or surveying has already begun. As with any design effort, it is not possible to predict the exact need; therefore, a contingency amount has been included that is intended to cover needed design items that cannot be predicted at this point. Changes in priorities, unforeseen requirements, or changes in approved projects could alter the projects undertaken and engineering support required. Exhibit 3 provides a visual representation of the work that TNP would be asked to undertake if the amendment is approved compared to that which has already been completed. Comparison of the colors indicates that roughly half the civil and survey work for the CIP is estimated to have been completed. This lends a measure of validation to the estimated cost for completion of the CIP. The contract has been structured to be billed on an hourly basis for services rendered. The contract does not obligate DME to make any minimum expenditure and does not require DME to use the full amount of the contract. DME will only assign work that is actually necessary to complete approved projects. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On March 27, 2017, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Approve the first amendment to a Professional Services Agreement between the City of Denton and between the City of Denton and Teague Nall and Perkins, Inc. (TNP) in the additional expenditure amount not -to -exceed $4,360,000, for a total contract amount not -to -exceed $8,520,000. PRINCIPAL PLACE OF BUSINESS Teague Nall and Perkins, Inc. Denton, TX ESTIMATED SCHEDULE OF PROJECT Project efforts will begin immediately upon approval by the City Council and continue until funds have been expended. FISCAL INFORMATION The work performed under this contract will be funded out of amounts budgeted for specific Capital Improvement Plan projects as they are executed. A significant amount the work proposed will be in the transmission category. Transmission costs for projects will ultimately be recovered through the Public Utility Commission transmission cost of service program (TCOS). City of Denton Page 4 of 5 Printed on 3/31/2017 povveied by I_egist9i I;, File #: ID 17-413, 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: Public Infrastructure Related Goal: 2.3 Promote superior utility services and facilities F.XHIRITS Exhibit 1: Original Contract Exhibit 2: TNP Project List Exhibit 3: Projected CIP Expenditures Exhibit 4: Public Utilities Board Draft Minutes Exhibit 5: Ordinance Exhibit 6: First Amendment Respectfully submitted: Ethan Cox, 349-7421 Customer Service Manager For information concerning this acquisition, contact: William A. Bunsehneyer at 349-7328. City of Denton Page 5 of 5 Printed on 3/31/2017 povveied by I_egist9i I;, EXHIBIT 1 PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER (File No. 5306) TIS AGREEMENT is made and entered into as of the day of 2013, by and between the City of Denton, Texas, a Texas municipal corp ation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Teague Nall and Perkins, with its corporate office at 1517 Centre Place Drive, Suite 320, Denton , Texas 76205 hereinafter called "Design Professional," acting herein, by and through their duly authorized representatives. In consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: SECTION 1 EMPLOYMENT OF DESIGN PROFESSIONAL The Owner hereby contracts with the Design Professional, a licensed Texas architect or engineer, as an independent contractor. The Design Professional hereby agrees to perform the services as described herein and in the Proposal, the General Conditions, and other attachments to this Agreement that are referenced in Section 3, in connection with the Project. The Project shall include, without limitation, Professional Engineering and Surveying Services for the Denton Municipal Electric Capital Improvement Plan Engineering and Surveying Support (includes Attachments A thru C) Page l EXHIBIT 1 SECTION 2 COMPENSATION' The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the Estimated Fee compensation shall be $ 4,120,000. 2.1.2 Progress payments for Basic Services shall be paid monthly based upon the actual time charges of the Design Professional's staff for the work effort that has been performed during the preceding month. 2.4 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of 1.10 times the expenses incurred by the Design Professional, the Design Professional's em- ployees and consultants in the interest of the Project as defined in the General Conditions and in Attachment B, but not to exceed a total of 40,000 without the prior written approval of the Owner. 2.5 TOTAL CONTRACT AMOUNT $ 4,160,000 Page 2 r EXHIBIT 1 SECTION 3 ENTIRE AGREEMENT This Agreement includes this executed agreement and the following documents all of which are attached hereto and made a part hereof by reference as if fully set forth herein: 1. City of Denton General Conditions to , Agreement for Architectural or Engineering Services. 2. Attachment A thru C . This Agreement is signed by the parties hereto effective as of the date first above written. CITY OF DENTON Signature on File BY: G ORGE C. CAMPBELL CITY MANAGER ATTEST: JENNJFER WALTERS, CITE SECRETARY BY: Signature on File f) APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: Signature on File Teague Nall and Perkins, Inc. Signature on File BY' Gary/. Vickery, P.E. Principal WITNESS. BY: Signature on File U Page 3 EXHIBIT 1 CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES ARTICLE 1. ARCHITECT OR ENGINEER'S RESPONSIBILITIES 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 will perform all Services as an independent contractor to the prevailing professional standards consistent with the level of care and skill ordinarily exercised by members of the same profession currently practicing in the same locality under similar conditions, including reasonable, informed judgments and prompt timely actions (the "Degree of Care"). The Services shall be performed as expeditiously as is consistent with the Degree of Care necessary for the orderly progress of the Project. Upon request of the Owner, the Design Professional shall submit for the Owner's approval a schedule for the performance of the Services which may be adjusted as the Project proceeds, and shall include allowances for periods of time required for the Owner's review and for approval of submissions by authorities having jurisdiction over the Project. '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 2.1 BASIC SERVICES DEFINED The Design Professional's Basic Services consist of those described in Sections 2.2 through 2.6 of these General Conditions and include without limitation 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 by the Agreement. 2.2 SCHEMATIC DESIGN PHASE (See attachments for detailed scope information) 2.2.1 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 for the Project. 2.2.2 The Design Professional shall provide a preliminary evaluation of the Owner's program, construction schedule and construction budget requirements, each in terms of the other, subject to the limitations set forth in Subsection 5.2.1. 2.2.3 The Design Professional shall review with the Owner alternative approaches to design and construction of the 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 for the period of time from the commencement to the completion of construction: 2.3 DESIGN DEVELOPMENT PHASE (.See attachments for detailed scope information) 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, sche- dule or constriction 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 of the 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 warrants that the Documents and specifications will be sufficient and adequate to fulfill the purposes of the Project. 2.3.2 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 (See attachments for detailed scope information) 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 for the construction of the Project, which shall comply with all applicable laws statutes ordinances codes and regulations. p pP � 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement infomtation, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. Page 4 EXHIBIT 1 2.4.3 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 Owne?s responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. 2.5 CONSTRUCTION CONTRACT PROCUREMENT (See attachments for detailed scope infomiation) 2.5.1 The Design Professional, following the Owners approval of the Construction Documents and of the latest preliminary detailed estimate of Construction 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 limitation, the competitive sealed bidding process. Although the Owner will consider the advice of the Design Professional, the award of the 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 of the Project as set forth in the approved Detailed Statement of Probable Construction Costs of the Project submitted by the Design Professional, then the Design Professional, at its sole cost and expense, will revise the Construction Documents as may be required by the Owner to reduce or modify the quantity or quality of the work so that the total construction cost of the Project will not exceed the total construction cost set forth in the approved Detailed Statement ofProbable Construction Costs. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT (See attachments for detailed scope information) 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award of the Contract for Construction and terminates at the issuance to the Owner of the final Certificate for Payment, unless extended under the terms of Subsection 8.3.2. 2.6.2 The Design Professional shall provide detailed administration of the Contract for Constriction as set forth below. For design professionals the administration shall also be in accordance with AIA document A201, General Conditions of the Con- tract for Construction, current as of the date of the Agreement; 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 Governments, current as of the date of the Agreement; unless otherwise provided in the Agreement. 2.6.3 Construction Phase duties, responsibilities and limitations of authority of the Design Professional shall not be restricted, modified or extended without written agreement ofthe Owner and Design Professional. 2.6.4 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 Con- struction. 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 inspect the construction site at least two times a week, regardless of whether construction is 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 manner indicating that the work when completed will be in accordance with the Contract Documents, Design Professional shall provide Owner a written report subsequent to each on-site visit. Onthebasis of on-site observations the Design Professional shall keep the Owner informed of the progress and quality of the work, and shall exercise the Degree of Care and diligence in discovering and promptly reporting to the Owner any defects or deficiencies in the work of Contractor or any subcontractors. The Design Professional represents that he will follow Degree of Care in performing all Services under the Agreement The Design Professional shall promptly correct any defective designs or specifications furnished by the Design Professional at no cost to the Owner. The Owner's approval, acceptance, use of or payment for all or any part of the Design Professional's Services hereunder or of the Project itself shall in noway 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 failure 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 omissions. 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 of the work. 2.6.7 The Design Professional shall at all times have access to the work wherever it is in preparation or progress. 2.6.8 Except as may otherwise be provided in the Contract Documents or when direct communications have been specially authorized, the Owner and Contractor shall communicate through theDesignProfessional. Communications by and with the Design Professional's consultants shall be through the 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. Page 5 EXHIBIT I 2.6.10 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 correctable prior to completion and to specific qualifications expressed by 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 of the Contract Sum 2.6.11 The Design Professional shall have the responsibility and authority to reject work which does not conform to the Contract Documents. Whenever the Design Professional considers it necessary or advisable for implementation of the intent of the Contract Documents, the Design Professional will have 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 of the Design Professional nor a decision made in good faith either to exercise or not exercise such authority shall give rise to a duty or responsibility of the Design Professional to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees or other persons performing portions of the work. 2.6.12 The Design Professional shall review and approve or take other appropriate action uponContractor'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 of the Contract Documents. The Design Professional shall act with such reasonable promptness to cause no delay in the work or in the construction of the 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 of determining the accuracy and completeness of other details such as dimensions and quantities or for substantiating instructions for installation or performance of equipment or systems designed by the Contractor, all of which remain the responsibility of the 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 of which the item is a component. When professional certification of performance characteristics 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 an adjustment in the Contract Sum or an extension of the Contract Time which are not inconsistent with the intent of the 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. The Design Professional will receive and review written guarantees and related documents required by the Contract for Construction to be assembled by the Contractor and shall issue a final certificate for Payment upon compliance with the requirements of the Contract Documents. 2.6.15 The Design Professional shall interpret and provide recommendations on matters concerning performance of the Owner and Contractor under the requirements of the Contract Documents on written request of either the Owner or Contractor. The Design Professional's response to such requests shall be made with reasonable promptness and within any time limits agreed upon. 2.6.16 Interpretations and decisions of the 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 interpretations and 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 all 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 of the work as provided in the Contract Documents. 2.6.18 The Design Professional (1) shall render services under the Agreement in accordance with the Degree of Care; (2) will reimburse the Owner for all damages caused by the defective designs the Design Professional prepares; and (3) by acknowledging payment by the Owner of any fees due, shall not be released from any rights the Owner may have under the Agreement or diminish any of the Design Professional's obligations thereunder. 2.6.19 The Design Professional shall provide the Owner with a digital copy and one set of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. The reproducible prints will be based on information provided to the Design Professional by others. Page 6 EXHIBIT 1 ARTICLE 3 ADDITIONAL SERVICES tXW(4 ►`tA11T1TF 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 the 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 are not required, the Design Professional shall have no obligation to provide those services. Owner will be responsible for compensating the Design Professional for Contingent Additional Services only if they are not required due to the negligence or fault of Design Professional. 3.2 PROJECT REPRESENTATION BEYOND BASIC SERVICES 3.2.1 If more extensive representation at the site than is described in Subsection 2,6.5 is required, the Design Professional shall provide one or more Project Representatives to assist in carrying out such additional on-site responsibilities, - 3.2.2 Project Representatives shall be selected, employed and directed by Design Professional, and the Design Professional shall be compensated therefore 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, laws or regulations subsequent to the preparation of such documents, or 3. due to changes required as a result of the Owners failure to render decision in a timely manner. 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 connec- tion 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: 3.3.5 Providing services made necessary by the default of the Contractor, by major defects or deficiencies in the work of the Contractor, or by failure of performance of either the Owner or Contractor under the Contract for Construction. 3.3.6 Providing services in evaluating an extensive number of claims 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 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion of the Construction Documents Phase. 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 of the Design Professional shall be performed by the Design Professional as a part of the 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 of the 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. Page 7 EXHIBIT 1 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 of the Warranty period of the Contract for Construction. 3.4.15 Providing services of consultants for other than architectural, civil, structural, mechanical and electrical engineering por- tions of the 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 construction based on marked -up 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 of the Design Professional shall be performed by the Design Professional as a part of the 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 of the Owner shall not limit the Design Professional's obligations under this Subsection 3.4.18. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 The 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 specifically described in Subsection 2.2.1, 4.2 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. 4.3 If requested by the Design Professional, the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. 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 orderly and sequential progress of the Design Professional's services. 4.5 Where applicable, the Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as ap- plicable, 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 of the 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 the information on the survey shall be referenced to a project benchmark. Page 8 EXHIBIT 1 4.6 Where applicable, the Owner shall famish the services of geotechnical 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 resistivity tests, including necessary operations for anticipating sub -soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall famish the services of other consultants when such services are reasonably required by the scope of the Project and are requested by the Design Professional and are not retained by the Design Professional as part of its Basic Services or Additional Services. 4.7 When not a part of the Additional Services, the Owner shall"fumish structural, mechanical, chemical, air and water pollution tests, tests of hazardous materials, and other laboratory and environmental tests, inspections and reports required by law or the Contract Documents. 4.8 The 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 of the Owner. 4.9 The services, information, surveys and reports required by Owner under Sections 4.5 through 4.8 shall be famished 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 of the Design Professional. 4.10 The Owner shall give prompt written notice to the Design Professional if the 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 of the Design Professional or Design Professional's consultants and shall submit such to the Owner for review and approval at least fourteen (14) days prior to execution. The Owner agrees not to request certifications that would require knowledge or services beyond the scope of the Agreement ARTICLE 5 CONSTRUCTION COST 5.1 CONSTRUCTION COST DEFINED 5.1.1 The 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. 5.1.2 The Construction Cost shall include the cost at current market rates of labor and materials furnished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus'a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for contingencies 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 of the land, rights-of-way, financing or other costs which are the responsibility of the Owner as provided in Article 4. 5.2 RESPONSIBILITY FOR CONSTRUCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construc- tion Cost prepared by the Design Professional represent the Design Professional's best judgment as a design professional familiar with the construction industry. It is recognized, however, that neither the Design Professional nor the Owner has control over the cost of labor, materials or equipment over the Contractors methods of determining bid prices, or over competitivebidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of 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 famishing; proposal or establishment of a Project budget, unless 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 make reasonable adjustments in the scope of the 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 of the Contract for Construction. 5.2.3 If the Procurement Phase has not commenced within 90 days after the Design Professional submits the Construction Documents to 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 date of submission of the Construction Documents to the Owner and the date on which proposals are sought. Page 9 EXHIBIT 1 ARTICLE 6 OWNERSHIP AND USE OF DOCUMENTS 6.1 The Drawings, Specifications and other documents prepared by the Design Professional for this Project are instruments of the Design Professional's service and shall become the property of 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 Owner uses any of the 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 purposes in connection with the Project is not to be construed as publication in derogation of the Design Professional's reserved rights. ARTICLE 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 of the thirty (30) day period, Design Professional shall invoice the Owner for all work it satisfactorily performed 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 property of the Owner upon termination of the Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with a new Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. . 7.2 If the Project is suspended by the Owner for more than 30 consecutive days, the Design Professional shall be compensated for services satisfactorily performed prior to notice of such suspension. When the Project is resumed, the Design Professional's compensation shall be equitably adjusted to provide for expenses incurred in the interruption and resumption of the 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. If the Project is abandoned by the Owner for more than 90 consecutive days, the Design Professional or the Owner may terminate the Agreement by giving written notice. 7.4 Failure of the Owner to make payments to the Design Professional for work satisfactorily completed in accordance with the Agreement shall be considered substantial nonperformance and cause for termination. 7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the Design Professional may, upon seven days written notice to the Owner, suspend performance of services under the Agreement 7.6 In the event of termination not the fault of the Design Professional, the Design Professional shall be compensated for services properly and satisfactorily performed prior to termination. ARTICLE 8 PAYMENTS TO THE DESIGN PROFESSIONAL 8.1 DIRECT PERSONNEL EXPENSE 8.1.1 Direct Personnel Expense is defined as the direct salaries of the Design Professional's personnel engaged on the Project and the portion of the cost of their mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, pensions and similar contributions and benefits. 8.2 REIMBURSABLE EXPENSES 8.2.1 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 interestof the Project as identified in the following Clauses. 8.2.1.1 Expense of transportation in connection with the Project expenses in connection with authorized out-of-town travel; long-distance communications; and fees paid for securing approval of authorities having jurisdiction over the Project. 8.2.1.2 Expense of reproductions (except the reproduction of the sets of documents referenced in Subsection 2.6.19), postage and handling of Drawings, Specifications and other documents. 8.2.1.3 If authorized in advance by the Owner; expense of overtime work requiring higher than regular rates 8.2.1.4 Expense of renderings; models and mock-ups requested by the Owner. 8.2.1.5 Expense of computer-aided design and drafting equipment time when used in connection with the Project Page 10' EXHIBIT 1 8.2.1,6 Other expenses that are approved in advance in writing by the Owner 8.3 PAYMENTS ON ACCOUNT OF BASIC SERVICES 8.3.1 Payments for Basic Services shall be made monthly and, whereapplicable, shall be in proportion to services performed within each phase of service, on the basis set forth in Section 2 of the Agreement and the schedule of work. 8.3.2 If and to the extent that the time initially established in the Agreement is exceeded or extended through no fault of the 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. 8.3.3 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 of the Agreement based on (1) the lowest bona fide 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 of the Project. 8.4 PAYMENTS ON ACCOUNT OF ADDITIONAL SERVICES 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 Professional's statement of services rendered or expenses incurred. 8.5 PAYMENTS WITIIIIELD No deductions shall be made from the Design Professional's compensation 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. 8.6 DESIGN PROFESSIONAL'S ACCOUNTING RECORDS Design Professional shall make available to Owner or Owner's authorized representative records of Reimbursable Expenses and expenses pertaining to Additional Services and services performed on the basis of a multiple of Direct Personnel Expense for inspection and copying during regular business hours for three years after the date of the final Certificate of Payment, or until any litigation related to the Project is final, whichever date is later. ARTICLE 9 INDEMNITY 9.1 The Design Professional shall indemnify and save and hold harmless the Owner and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the Owner, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the execution,' operation,. or performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a party to the Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to the Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE 10 INSURANCE During the performance of the Services under the Agreement, Design Professional shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of atleast an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits ofnot less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. 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 at the time of the execution of the Agreement. The General Liability and Automobile Liability insurance policies shall name the Owner as an additional insured, the Workers' Compensation policy shall contain a waiver of subrogation in favor of the Owner, and each policy shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to Owner and Design Professional. In such event, the Page 11 EXHIBIT 1 Design Professional shall, prior to the effective date of the change or cancellation, furnish Owner with substitute certificates of insurance meeting the requirements of this Article 10. ARTICLE II MISCELLANEOUS PROVISIONS 11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal represen- tatives to the other party to this Agreement and to the partners, successors, assigns and legal representatives of such other party with respect to all covenants of this Agreement_ The Design Professional shall not assign its interests in the Agreement without the written consent of the Owner. 11.3 The term Agreement as used herein includes the executed Agreement, the Proposal, these General Conditions and other attachments referenced 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 11.4 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 Professional. 11.5 Upon receipt ofprior written approval of Owner, the Design Professional shall have the right to include representations of the design of the Project,including photographs of the exterior and interior, among the Design Professional's promotional and professional materials. The Design Professional's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Design Professional in writing ofthe specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional materials for the Project. 11.6 Approval by the Owner, shall not constitute, nor be deemed a -release of the responsibility and liability of the Design Professional, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the Owner for any defect in the design or other work prepared by the Design Professional, its employees, subcontractors, agents, and consultants. 11.7 All notices, communications, and reports required or permitted under the Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below signature block on the Agreement, certified mail, return receipt requested, unless otherwise specified herein. All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing. 11.8 If any provision of the Agreement is found or deemed' by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of the Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform the Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. 11.9 The Design Professional shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. 11.10 In performing the Services required hereunder, the Design Professional shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. 11.11 The captions of the Agreement are for informational purposes only, and shall not in anyway affect the substantive terms or conditions of the Agreement. Page 12 EXHIBIT 1 ATTACHMENT 'A' ITEMIZED SCOPE OF SERVICES Denton MunicipalElectric (DME) Capital Improvement Plan(CIP) Engineering and Surveying Support BASIC SERVICES Project Description The scope set forth herein defines the work that is expected to be performed by the DESIGN PROFESSIONAL in completing the project. In general, the work will consist of providing surveying, platting, permitting and civil engineering support as needed for implementation of the transmission lines and substations that are part of the DME CIP. It is understood by both the City of Denton (Denton Municipal Electric or DME) and the DESIGN PROFESSIONAL that the speck details of the effort required by DME cannot be fully determined at this time. Attachment B sets forth the specific substations and transmission lines that are contemplated, and illustrates the assumptions made in establishing the budget figures indicated herein. The intent of this agreement is to summarize the anticipated support services needed without excluding services that are not foreseen at this time. Work to be Performed More specifically, the work will include, but not be limited to, the following: Land Surveying Deed sketches, boundary surveys, plats, design surveys, topographic surveys, preparation of easement exhibits, alignment staking, as-built surveys, Level B Subsurface Utility Engineering (S.U.E.), construction verification surveys of concrete placement and other improvements, placement of monuments, and other surveying services as necessary. Engineering Feasibility studies for site selections, alignment evaluations and route planning, coordination with other governmental agencies (including TxDOT, City of Denton, Denton County, etc.), site plans, grading plans, drainage studies, design of support infrastructure (such as streets, drainage, water and sanitary sewer facilities), coordination and consultation' with geotechnical engineers, preparation of specifications and Requests for Proposals, construction oversight and/or inspection, and other design services as necessary. Permitting Permit processing, including coordination with the City of Denton Planning Department, and preparation of submittal packages for permits such as Specific Use Permits, variances, plats, Environmentally Sensitive Areas, TxDOT permits, floodplain studies, Clearing & Grading permits, building permits and other permits as may be required. The DESIGN PROFESSIONAL will represent DME at public meetings and official meetings with City staff as requested. Project management, planning, scheduling and tracking necessary to direct the work will also be a part of this effort. Attachment A - Page 1 of 3 EXHIBIT 1 Assumptions and Clarifications The following assumptions were used by the DESIGN PROFESSIONAL for the preparation of this scope of Basic Services: 1. The estimated fees indicated for the services identified above are based on information provided by DME with regard to the substations and transmission lines that are part of the CIP and listed in Attachment B. That information indicates the following anticipated efforts: a. Completion of support services on four substations currently underway. b. Surveying, engineering and permitting support on an additional fourteen substations, switch stations or interchanges. An effort has been made to identify the effort required by determining the type of permits, plats and public improvements expected for each specific site. One additional, unidentified substation has been included to account for the possibility of a change in the CIP. c. Surveying, alignment evaluation and easement preparation for five transmission line segments, along with completing easement preparation for one transmission line segment currently underway. 2. Services to be provided will be as requested by DME staff. As each assignment is made, specific details and scope of work will be identified for that assignment 3. Engineering design will be in accordance with City of Denton (or other applicable agencies) design standards, and generally accepted engineering practices. 4. All services will be performed at TNP standard hourly rates effective at the time the work is performed. The estimated fees shown herein take into account the fact that the support services required will extend over a period of at least four years: 5. Easement documents prepared will consist of an Exhibit A (property description) and Exhibit B (parcel map), and will be sealed by a Registered Professional Land Surveyor. 6. Horizontal and vertical control shall be established by TNP survey crews at strategic locations along the project route and will consist of 5/8 inch rebar with caps stamped "TNP" set flush with existing ground. Temporary benchmarks will be established at appropriate intervals along the project route for utilization during design and construction phases. All bearings of lines provided by TNP will be referenced to Grid North of the Texas Coordinate System of 1983 {North Central Zone No. 4202 NAD83 (CORS96) Epoch 2002:00} as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) survey methods. All distances and coordinate data provided by TNP will reflect surface values. An average Combination Factor will be utilized and reported for scaling grid coordinates and distances to surface values. All elevations provided by TNP will be referenced to NAVD88, as derived from RTK observations. Orthometric heights will be calculated by applying the Geoid09 model to ellipsoid heights. Attachment A -Page 2 of 3 EXHIBIT 1 Compensation For work performed by the DESIGN PROFESSIONAL within the scope identified above, the DESIGN PROFESSIONAL will be reimbursed as described below: The OWNER agrees to pay the DESIGN PROFESSIONAL for services requested at standard hourly rates based on the attached rate schedule (Attachment C). The rate schedule may be modified at the beginning of each calendar year. Services performed by each staff member will be billed at rates that fall within the ranges shown on the rate schedule in effect at the time the work is performed, and are based on a multiplier of the actual salary cost. That actual salary cost, and the hourly billing rate, may be adjusted from time to time, but will always fall within the range indicated on the rate sheet effective at the time. Work that requires the use of a subconsultant will be reimbursed at DESIGN PROFESSIONAL's cost plus 10% for non -labor, subcontractor mileage items. Direct, or actual out-of-pocket expenses that are incurred during the progress of the work will be reimbursed at DESIGN PROFESSIONAL's cost plus 10%. The actual out- of-pocket expenses include: air fare, automobile rental if required, mileage charges (outside a 100 mile radius of Denton, Texas), parking, tolls, taxi, meals, lodging, telephone, printing and reproduction costs for work outsourced, materials such as survey monuments, and reproduction or mounting of exhibits, or delivery/courier services, and other miscellaneous costs incurred specifically for this project. Printing, copies, plots and reproduction work done in-house shall be compensated per the DESIGN PROFESSIONAL's most current rate schedule for such work (Attachment 'C'). OWNER shall be billed monthly for services rendered and pay promptly upon receipt of invoice. Delays of payment in excess of 30 days from invoice date may resultin cessation of services until payment is received. Budget Summary The following estimated budgets represent anticipated fees and costs, based on the assumptions enumerated herein, that shall be paid to the DESIGN PROFESSIONAL for labor and expenses involved' in the various items of work within the scope of Basic Services identified above. These figures are only estimates based on the assumptions shown on Attachment B, and do not necessarily represent maximum costs. Substation Support $ 2,715,000 Transmission Line Support $ 1,405,000 Direct Expenses $ 40.000 Estimated Total $ 4,160,000 Attachment A - Page 3 of 3 EXHIBIT 1 ATTACHMENT 8 Substation and Transmission Line Projects DME Capital Improvement Plan 7/11/2013 TNP Estimated Effort, actual costs may vary Substations/Switches Comments 2013 2014 2015 2016- Total Cooper Creek Substation 1 (PARTIALLY COMPLETE) SUP, Pre Plat, Final Plat, ESA, Public, TxDOT 53,000 $ 53,000 2 Teasley Substation No effort anticipated - $ 3 Kings Row Substation SUP, Minor Plat, ESA 102,000. $ 102,000 4 Pockrus Substation SUP, Minor, Public 91,000 - $ 91,000 5 McKinney Substation SUP, Pre Plat, Final Plat, Public, TxDOT 143,000 $ 143,000 6 New North Substation SUP, Pre Plat, Final Plat, ESA, Public 130,000 $ 130,000 7 North Lakes Substation SUP, Pre Plat, Final Plat, Public 135,000 - - $ 135,000 8 New West Substation SUP, Minor Plat, Public, TxDOT - 106,000 - $ 106,000 9 Locust Substation SUP, Pre Plat, Final Plat, Public 129,000' - $ 129,000 10 Denton North Interchange SUP, Pre Plat, Final Plat, Public, TxDOT - 146,000 $' ; 146,000 TMPA Arco Switch/DME Arco 11 Substation SUP, Pre Plat, Final Plat, Public - - - 131,000 - $ 131,000. - 12- Hickory Substation SUP, Pre Plat, Final Plat - 120,000 $ 120,000 13 New Substation In the Area of UNT SUP, Pre Plat, Final Plat 135;000 1 - $ 135,000 14 TMPASpencer Interchange SUP 66,000 $ 66,000 15 Fort Worth Substation No effort anticipated 36,000 $ 36,000 16 RD Wells Interchange No effort anticipated $ - 17 Spencer Switch No effort anticipated - 18 Woodrow Substation No effort anticipated $ 19 Bonnie Brae Substation No effort anticipated $ New Northwest 138kV Switch 20 Station SUP, Pre Plat, Final Plat, ESA, Public 144,000 $ 144,000 New Substation in the Area 21 between Pockrus and Arco SUP, Pre Plat, Final Plat, ESA, Public 137,000 $ 137,000 New Substation in the Area Northwest of Loop 288 and 22 Spencer SUP, Pre Plat; Final Plat, Public, TxDOT 139,000 $ 139,000 New Substation in the Area of Northwest of Denton North Interchange on the Brazos 23 Transmission Line SUP, Pre Plat, final Plat, Public 149,000 $ 149,000 New Substation Northeast of the 24 Spencer Water Treatment Plant SUP, Pre Plat, Final Plat, Public 142,000 $ 142,000 25 Jim Christal Substation No effort anticipated $ 26 Denton West Interchange No effort anticipated $ 27 'industrial Substation No effort anticipated $ 28 New West Switch Station ISUP, Pre Plat, Final Plat, ESA, Public, TxDOT 155,000 $ 155,000 Unidentified Additional Station SUP Pre Plat Final Plat ESA Public TxDOT 148,000 148,000 7 contingencyfor than es and % 8 unforeseen requirements 45 000 4 000 65,000 21000 $ 177000 Total $ 693,000 $ 698,000 $ 998,000 $. , 325,000 $. 2,714,000 _, ,..o--„ v . ,..,,. _... .. Page 1 of 2 EXHIBIT I Substation and Transmission Line Projects DME Captital improvement Plan UP Estimated Effort, actual costs may vary Transmission Lines Length Parcels 2n13 2AIA 2015 7/11/2013 2016 Woodrow - Kings Row 69kV Transmission Line (PARTIALLY 29 COMPLETE) (Purple Line) 17,330 37 23,000 $ 23,000 Kings Row - Denton North 69kV Transmission Line (PARTIALLY 30 COMPLETE) (Yellow Line) 11,300 9 45,000 $ , 45,000 North Lakes - Bonnie Brea 69kV . 31 ITransmission Line 8;031 12 108,0001 $ 108,000 32 " TMPA Line Upgrades $ Spencer - Pockrus 138kV 33 Transmission Line 17,434 23 225,000 $ 225,000 Spencer Switch - Locust 69kV 34 Transmission Line 10,121 39 286,000 $ 286,000 35 Denton North - North Lakes 10,700 17 1 152,000 $ 152,000 Hickory - Locust 69kV Transmission 36 Line 8,384 88 272,000 $ 272,000 Pockrus - Arco 138kV Transmission 37 Line No effort anticipated $ Spencer Interchange - Spencer 38= Switch No effort anticipated $ New Transmission Line from West 39 . 138W Source No effort anticipated $ Construct and Reroute Transmission In the Area North of 40 Spencer Interchange No effort anticipated $ New Transmission Line from New 41 West Switch Station to RD Wells No effort anticipated $ 42 Pacar Transmission Line Reroute 5,800 4 63,000 $ 63,000 Bonnie Brae - Hickory Survey 71,000 $ 71,000' Subsurface UtllityEngineering 25,000 40,000 $: 65,000 7% contingency for changes and unforeseen requirements 19,000 58,000 15,000 $ 92,000 A EXHIBIT 1 Attachment C TEAGUE NALL AND PERKINS, INC. Standard Rate Schedule for Time and Expense Contracts Effective January 1, 2013 to December 31, 2013* Enaineerina / Technical From - To Principal $170 - $240 Per Hour Project Manager $120 - $220 Per Hour Senior Engineer $110 - $220 Per Hour Engineer $`85 - $150 Per Hour Landscape Architect / Planner $110 - $180 Per Hour Landscape Designer $ 70 - $120 Per Hour Designer $ 85 - $130 Per Hour Senior Designer $100 - $160 Per Hour CAD Technician $ 60' - $100 Per Hour Senior CAD Technician $ 75 - $110 Per Hour IT Consultant $120 - $150 Per Hour IT Technician $ 85 - $120 Per Hour Clerical $ 50 - $ 80 Per Hour Resident Project Representative $ 70 - $120 Per Hour Survevina Survey Manager $130 - $190 Per Hour Registered Professional Land Surveyor $120 - $150 Per Hour S.I.T. / Senior Survey Technician $85 - $110 Per Hour Survey Technician $70 - $100 Per Hour 1 -Person Field Crew w/Equipment** $120 Per Hour 2 -Person Field Crew w/Equipment** $145 Per Hour 3 -Person Field Crew w/Equipment** $165 Per Hour 4 -Person Field Crew w/Equipment** $190 Per Hour Flaggef $40 Per Hour Abstractor (Property Deed Research) $85 Per Hour Subsurface Utility Enaineerina Hourly Rate SUE Engineer $160 Sr. Utility Location Specialist $ 95 Utility Location Technician $ 75 1 -Person Designator Crew w/Equipment $115 2 -Person Designator Crew w/Equipment $135 2 -Person Vacuum Excavator Crew w/Equipment $250 (Travel and Stand-by) SUE QL-A Test Hole (0 < 4 ft)** $900 per hole SUE QL-A Test Hole (>4 < 6 ft)*** $1,100 per hole SUE QL-A Test Hole (>6. < 8 ft)*** $1,310 per hole SUE QL-A Test Hole (>8:5 loft)**' $1,530 per hole SUE QL-A Test Hole (>l0 < 12ft)*** $1,770 per hole SUE'QL-A Test Hole (>12 < 14ft)"** $2,000 per hole Direct Cost Reimbursables Photocopies: $0.154/sf letter, legal and 11" x 17" size bond paper, B&W $0.7701/sf letter, legal and 11" x 17" bond paper, color Prints: $0.154/sf letter, legal and 11" x 17" bond paper, B&W & color Plots: $0.154/sf 11" x 17" size bond paper, B&W & color $0.50/sf 22" x 34" and larger bond paper or vellum, B&W & color $1.00/sf 22" x 34" and larger mylar or acetate, B&W Mileage $0.565/mile All Subcontracted and outsourced services shall be billed at rates comparable to TNP's billing rates shown above. * Rates shown are for calendar year 2013 and are subject to change in subsequent years: ** Equipment includes Truck, ATV, Robotic Total Station, GPS Units and Digital Level. *** Pricing includes 2 -Person crew, designating for excavation, vehicle costs, and field supplies. N FSI FM�I W W + 00 C O .� E Q aEi u C: c c D O EV Q 0` 0` 0` 0 Ln O: O O :O O O Ln O Ln Ln: O �`' O Ln Ln Ln: O. 0 0 0: 0: 0: 0 0 m m: n m: m m N m 00 ci 10: ci 00: ci n Ln l0 :I- n i M m c -I. 0 O O 0 O :o 0 O 0: O 0 0: 0 O 0: 0 O O O 0 0 0 O 0) oo 00: O r -i r -I M oo Imo. m N: oo r -i: O qt w l0 i, t0: w Ln: r, ri O °t^ ,t €`� ry)r... ^-T eT ^-' m ^-' o r -i -i IR -1 oo -1o � -! m cr: oo rn o �: Ln � m o N rn rn m rl LQ ^� 01 rrr m u.n � 41'5 � €• � 00 o r oq m r4 00 N: 0) i- 00 N N 00 0) m. l0 +7: �T 00 00 r, l0 m 'f ^, LD W Ln CY) 00 "T (N W (N 6 • O C'4 w w O. r I: 00 00: �T e -i m m �T r ei 0): m m ei N l0 r-1 l0 r� Ln Ln: W 0 re') CU ri Ln : CY) r1 0) M 'c1' rl ''T M Ln00 -1 lc: N m: l0 ol N O ol m.: O ll: Ol �. Ln Ln 00 .--1 ci r`� Cr 00: ri LC OC :ri 41"501 Lr LCB a -i €'W Oq -t O llc 41"5 l0: IH O': l0 LO: r -I i, O "7 �T N: i, r4 Ln Ln.. l0 N N t Ln o0: oo Ln O M C'v M re'1 M: Y", ri ri Ln W i", ri 'j" W m: N it ci it n l0 00 �T r -I m LO it N: m i/} Ol m N 00 ci in- r, 0) 'c1' M x-1 00: Ln Cil: "-T r li r,4 m d/4 Ln r, m `/ • i/} ci in• r4: i/); ci i/} r -I i/)` i/} m i/)` i/} r -I i/); i/} r -I i/); ci i/} r4: i/); i/} -C } -C } -C } r -I i/); ci i/} ri dd4 r -i ri id} RPh ri id} V). id} V). id} r -i: iAl ri 4!1 id} Ol: m W i -I O O O O O O O O O O O O O 0 0 0 0 0 0 O O 0 0 0 0 0 0 0 0 0 0 0 0 0 0 7: 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 m m 0` 0 0 0 0 0 0 0 0 0 0'. O 01 0 0 0 0 0 0 _0 In M M M M M M M M M M M M M M M Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln Ln m m m m m m m m m m m m m m m m m m m m m rra M rra m rra M rra M rra M 'n M 'nM 'nQ 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 s- to m to m to m to m to m to m to m to m to m to m to m to m to m to m to m to m to m to m to m to m to m art rr l_n M rr m m m rr m m m rr m m m' rr m m m; rr m l_n m rr m 0 m art rr v , c-1 c c.-1 ci ci ci :ci ci ri ci c ci r : ci ci ci c-. c ri c c-1 a -i ri a -i :ri a -i c -i a -i c -i a -i ri r -g ri a -i r -i a -i •– 0: . 0 0: 0 0 0 m 0 0: 0 0: 0 0: 0 0 o o . o o: . o O: o o O o O o' O U: O: O O: O O O m O O O O O O 0 0 0 0 0 O: 0 0 0 0 0 0 0 0: 0 0 0 01.: o o 0 o 0 w /It-� H M M M M M M Cr M M M M M M M M Ln :Ln Ln Ln Ln Ln Vn Lilo Vn :Ln Vn Ln Vn Ln Vn 'r LC5 Ln Vn Ln Vn bQ l0 N m Ol O Ol oo oo ZY m n oo m m O1 oo l0 oo O O Ln Ol: 01 � 00 � O Ol l0 Ol Zt r -I Ol 00 r-1 N r -I Ln Ln i, 4 m O -I ry) O S Ln w w i, MIT w m M: W ry) Pte- CO C'v a -i -i 00: m to %i5 r, CO r_,tr5 'c1' w r, ri UJ. -i M N m N m N m N m N m N m N m N m N m � m Ol N 01: N Ol m m m m r, m Ln m N O Ol N� r ri CY) 0 M C'v CY) Ln M 41`9 Cv Ln M Ln ry) Pte,: N a ry) Ln: 0 � m I' M C'v M LD M Y", M � P� O: O O: O O O O O O: O O: O O: O O O O O O O O 0 0 0 0 0 0 0 0 00 0 o O o O �. F- V ti O N LO: l0 LO: l0 LO l0 10 l0 10: l0 10: l0 10: l0 10 l0 10 l0 10: l0 10: %i5 t57 %i5 ti7 %i5 t57: %i5 t57: %i5 t57. %i5 Cis %i5 Ci5 %i5 0 V � u -1 0 Q 47 DO E : at 4I.7 �: C 4 : 4I.7 QI.7 G 6.F b 0 ++ Jc U/ J .,,y �.... N: C C O G J: Z G: �.... O. q!7 0: " rl. J c CC 0 p MM . O 3 b4I7 n c a c O cn i .0 c O`O s 0 c�uz-m o �oo ¢ m D Q 2v u C U N ..1 :: i= i=9. m(D O y, U.. N i U 0 i N N i U N V) Ma) 4.„7 0 rL w >i CO Q O N W O. J J: U 7 O d. Y '.'. w 5^-. T : r = 7. N O m: pp Z: cn Z O +' 3 3 u: .' 3: 4..,7 O o N i N 41.7 0 .C'3 O v.T.3 41.7 0: �' ++ 0:. �. — 0 — u 0 �'' G cr> 4l.7 4' G 4l.7 4.% 6t 4l.7 0 4l.7 4.% O Y: O nn Ul \ O c t E t. t Y .. 0 4' v: 4' v4 "Vu c Y i Y C U N: c, Y U/. 3 c N c c; w u O 4m 0 c U 4I7 m m E 4I7 0 i.% 4.% a 2: w m. Z m - D �: �: 2 N Z N �: Z m. ,�a he cS En V: � �: 4..„7 a- ��� cr> ® Q' Q Q' Q Q Q Q Q Q' Q Q' Q Q' Q Q Q Q Q Q' Q Q' 4..„7 V 4..„7 u 4..„7 V: 4..„7 V: 4..„7 V: 4..„7 V 4..„7 V 4..„7 + 00 C O .� E Q aEi u C: c c D O EV Q M H H �Q H x W 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 EXHIBIT 4 DRAFT MINUTES PUBLIC UTILITIES BOARD Monday, March 27, 2017 9:00a.m. City Council Work Session Room After determining that a quorum of the Public Utilities Board of the City of Denton, Texas is present, the Chair of the Public Utilities Board will thereafter convene into an open meeting on Monday, March 13, 2017 at 9:00a.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. Present: Chair Randy Robinson, Vice Chair Susan Parker, Barbara Russell, Charles Jackson, Allen Bishop and Lilia Bynum Ex Officio Members: Todd Hileman, CM and Jon Fortune, ACM Absent: Brendan Carroll ITEMS FOR INDIVIDUAL CONSIDERATION B. PUB17-072 - Consider recommending approval of an ordinance of the City of Denton, Texas authorizing the City Manager to execute a First Amendment to a professional Services agreement by and between the City of Denton, Texas and Teague Nall and Perkins, Inc., for engineering and surveying services relating to the Denton Municipal Electric Capital Improvement Plan; authorizing the expenditure of funds therefor; providing an effective date (File 5306 in the additional amount not -to -exceed $4,360,000; aggregating a total not -to - exceed $8,520,000). William A. Bunselmeyer gave the presentation for this item. The Engineering and Surveying Services Professional Services Agreement (PSA) provides extensive services to DME Capital Improvement Projects. Serve as DME's professional representative in any capacities needed for project development, design, or construction support. The background includes a contract with Teague, Nall & Perkins for Engineering Surveying Services PSA on August 6, 2013 in the amount of $4,160,000. There are 15 major CIP projects that are completed, 22 partially completed and nine that are started. As a note this PSA is not associated with the Denton Energy Center. Also a point of interest, the 2017 transmission and substation CIP budget is in the amount of $272,000,000. A list was shown of the above projects. Staff wants to continue with the current engineering firm that is the reasoning for the requested amendment. Staff recommends approval of the proposed amendment to the contract with Teague, Nall and Perkins, Inc., that authorizes an increase of $4,360,000, for a total amount not to exceed $8,520,000. Chair Robinson asked if this amendment will complete the projects shown. Bunselmeyer answered staff believes it will. There was some further discussion regarding this item later in the meeting. Hileman added that staff needs clarification on the five year payment plan and with or without interest added to the motion. EXHIBIT 4 1 Bishop asked if it would be appropriate to try and get the money up front and then finance if 2 unable to do that. Hileman answered that the City tries to work with their customers as much as 3 possible. The carrying charges are not substantial, but this question wasn't clarified by the 4 motion. 5 6 Bynum asked historically how this has been handled. Williams answered in the rate structure 7 there is a facilities rider that has been utilized in the past where the charge has been added to 8 their bill and paid out over time. This is not unusual for commercial or residential customers. 9 10 Board Member Bishop motioned to approve item B, to finance for 5 years without carrying 11 cost or interest (PUB17-072), with a second by Board Member Russell. Vote 6-0 approved. 12 13 Adjournment 10:00 a.m. EXHIBIT 5 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE APPROVAL OF A FIRST AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND TEAGUE NALL AND PERKINS, INC. (TNP), AMENDING THE CONTRACT APPROVED BY CITY COUNCIL ON AUGUST 6, 2013, IN THE NOT -TO - EXCEED AMOUNT OF $4,160,000, TO PROVIDE ADDITIONAL ENGINEERING AND SURVEYING SERVICES RELATED TO THE DENTON MUNICIPAL ELECTRIC CAPITAL IMPROVEMENT PLAN; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5306 -PROVIDING FOR AN ADDITIONAL EXPENDITURE AMOUNT NOT -TO -EXCEED $4,360,000, WITH THE TOTAL CONTRACT AMOUNT NOT -TO -EXCEED $8,520,000). WHEREAS, on August 6, 2013, by Ordinance No. 2013-189, the City awarded a contract to Teague Nall and Perkins, Inc. in the amount of $4,160,000 for engineering and surveying services related to Denton Municipal Electric Capital Improvement Plan Projects and WHEREAS, the Staff having recommended, and the City Manager having recommended to the Council that an amendment be authorized to amend such contract agreement with respect to an increase in the payment amount, and said fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees applicable to the Provider's profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The First Amendment, increasing the amount of the contract between the City and Teague Nall and Perkins, Inc., which is on file in the office of the Purchasing Agent, in the amount of Four Million Three Hundred Sixty Thousand and 0/100 ($4,360,000) Dollars, is hereby approved and the expenditure of funds therefor is hereby authorized in accordance with said amendment. The total contract amount increases to $8,520,000. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR EXHIBIT 5 ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY BY: EXHIBIT 6 THE STATE OF TEXAS § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND TEAGUE NALL AND PERKINS [RFP NO. 53061 THIS FIRST AMENDMENT TO CONTRACT 5306 ("Amendment") by and between the City of Denton, Texas ("Owner") and Teague Nall and Perkins ("Design Professional"); The OWNER deems it necessary to further expand the professional services provided by DESIGN PROFESSIONAL to the OWNER; NOW THEREFORE, 1. Section 2 "Compensation", the following subsections shall be amended to read as follows: 2.1.1 For Basic Services the Estimated Fee compensation shall be $8,480,000. 2.5 Total Contract Amount $8,520,000 2. Additional services shall be rendered per the attached proposal, attached and incorporated herein as Exhibit 1. All other provisions of the contract 5306, as heretofore amended, remain in full force and effect. IN WITNESS WHEREOF, the OWNER and the DESIGN PROFESSIONAL, have each executed this Amendment, by and through their respective duly authorized representatives and officers on this date Contract 5306 — Amendment 91 Page 1 of 2 DocuSign Envelope ID: DC20457B-9DOF-4908-B3E6-A2F800DBB970 EXHIBIT 6 "DESIGN PROFESSIONAL" TEAGUE NALL AND PERKINS A Corporation DOCUSigned by: By: (, V, d. Yr Principal — -- 0926EMBT.. _ _ -NATURE, TITLE "OWNER" CITY OF DENTON, TEXAS A Texas Municipal Corporation TODD HILEMAN CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY LI -A APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY GoeuSigned by: By: 16 tui - C821a96C2AM439... Contract 5306 — Amendment 91 Page 2 of 2 DocuSign Envelope ID: DC20457B-9DOF-4908-B3E6-A2F80ODBB970 EXHIBIT 6 Contract 5306 Amendment 1. Exhibit 1 ik tnp PROPOSAL FOR PROFESSIONAL SERVICEJ AMENDMENT No. 1 PROjECT NAME: Denton Municipal Electric Transmission Capital Improvement Progiral CLIENT: Denton Municipal Electric (City of Denton) ADDRESS: 1659 Spencer Road Denton, Texas 76205 "kieers surveyors landscape architects T VITAj, Man MTio nave 5een anticipated in site sele io ity evaluations, prepared field surveys of existing transmission lines, provided more project development surveying and construction staking than anticipated, prepared ALTA surveys for the acquisition of numerous properties, provided asbestos testing and Phase I Environmental Site Assessments (both using subconsultants), and generally had a greater role in the execution of the CIP than originally anticipated. Several substations have required the design of retaining walls and/or storm drain systems or other public improvements that could not have been known about prior to the sites being selected. In accordance with the original agreement, the scope of work under this amendment will include, but not be limited to the following: -and Surveying Deed sketches, boundary surveys, plats, design surveys, topographic surveys, preparation of easement exhibits, alignment staking, as -built surveys, Level A and B Subsurface Utility Engineering (S,U.E,), construction verification surveys of concrete placement and other improvements, placement of monuments, and other surveying services as necessary, ngineering Feasibility studies for site selections, alignment evaluations and route planning, coordination with other governmental agencies (including TxDOT, City of Denton, Denton County, etc.), site plans, grading plans, drainage studies, design of support Infrastructure (such as streets, drainage, water and sanitary sewer fa�cilities), substation retirement support, underground transmission line design and support, landscaping and irrigation design, structural design, Fort Worth - 5237 N. Rtyerside Drive, Suite 100- Fort Worth, Texas 761 37 - 817M6-5773 Delta&- 17304 Preston Road, Suite 1340— Dallas, Texas 75252- 214.461.9867 '!,k, NnWn-1517C—tePbceDrive, Sui e320 - Denton, Texas 76205-940.383AI77 Pegistered by lie, Texas Boord of Nafessional Fri- `veers, F -^n No- F-230 DocuSign Envelope ID: DC20457B-9DOF-4908-B3E6-A2F80ODBB970 EXHIBIT 6 Contract 5306 Amendment 1. Exhibit 1 coordination and consultation with geotechnical engineers, preparation of specifications and Re -guests for Pro. S necessary. 2. Services to be provided will be as requested by DME staff. 3. Services will be provided by TNP staff or may be provided by subconsultants whe additional capacity or specialized expertise is required, 4, Engineering design will be in accordance with City of Denton (or other applica agencies) design standards, and generally accepted engineering practices. 5. All services will be performed at TNP standard hourly rates effective at the time the wo is performed. V —Easement documents prepared will consist of an Exhibit A (property description) and Exhibit B (parcel map), and will be sealed by a Registered Professional Land Surveyor. 7. Horizontal and vertical control shall be established by TNP survey crews at strategic locations along the project route and will consist of 5/8 -inch rebar with caps stamped "TNP" set flush with existing ground. Temporary benchmarks will be established at appropriate intervals along the project route for utilization during design and construction phases. All bearings of lines provided by TNP will be referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone No. 4202- NAD83 (CORS96) Epoch 2002,00) as derived locally from Western Data Systems Continuously Operating 1�� DocuSign Envelope ID: DC20457B-9DOF-4908-B3E6-A2F80ODBB970 EXHIBIT 6 Contract 5306 Amendment 1. Exhibit 1 Reference Stations (CORS) via Real Time Kinematic (RTK) survey methods. All distances and coordinate data providel by TNP will reflect surface values. An average Combination Factor will be utilized and reported for scaling grid coordinates and distances to surface values. All elevations provided by TNP will be referenced to NAVD88, as derived from RTK observations, Orthometric heights will be calculated by 2pplying the Geoid09 model to ellipsoid heights, The Consultant shall be compensated on an hourly basis at Consultant's standard hourly rates the time service Is provided for personnel working on the phases of the project designated such, A schedule of Consultant's current hourly rates is provided as Attachment 'A' to th proposal. Services shall be billed monthly based on actual time spent working on the project Consultant's staff. The fees shown are for hourly services are estimates only. The Consulta makes no guarantee that the fees will not exceed the amounts shown, The consultant will noti the Client prior to exceeding the estimated fees shown. I For services to be performed by the Consultant as described above, the Consultant will be compensated the following estimated fees: Substations $ 2,170,0 L Transmission Lines $ 2 J 90, 01 Subtotal $ 4t360,01 M- WIT5 Princi al Date: March 15. 2017 Original Amend. No. 1 Total Substation Support $2,715,000 $2,170,000 $4,885,000 Transmission Line Support $1,405,000 $2,190,000 $3,595,000 Direct Expenses 1.. 40,000 1 40.000 Total $4,160,000 $4,360,YO—O $8,520,000 M- WIT5 Princi al Date: March 15. 2017 DocuSign Envelope ID: DC20457B-9DOF-4908-B3E6-A2F800DBB970 EXHIBIT 6 Contract 5306 Amendment 1. Exhibit 1 ATTACHMENT `A' SUMMARY OF ENGINEERING FEES — Amendment No. 1 Denton Municipal Electric Capital Improvement Plan A. BASIC SERVICES: For work performed by the ENGINEER within the scope identified in ATTACHMENT B, Itemized Scope of Services, the ENGINEER will be reimbursed as described below: 1. Labor The following estimated fees shall be paid to the ENGINEER for labor involved in the various items of work within the scope of Basic Services identified in ATTACHMENT B: Substations Transmission Lines $ 2,170,000 $ 2,190,000 All services will be provided at hourly rates for services actually provided. 2. Total Fee for Basic Services TOTAL (BASIC SERVICES) SUMMARY OF AMENDED CONTRACT Original Substation Support $2,715,000 Transmission Line Support $1,405,000 Direct Expenses $ 40,000 Total $4,160,000 $ 4,360,000 Amend. No. 1 $2,170,000 $2,190,000 $4,360,000 Total $ 4,885,000 $ 3,595,000 $ 40,000 $ 8,520,000 DocuSign Envelope ID: DC20457B-9DOF-4908-B3E6-A2F800DBB970 EXHIBIT 6 Contract 5306 Amendment 1. Exhibit 1 ATTACHMENT `B' ITEMIZED SCOPE OF SERVICES — Amendment No. 1 Denton Municipal Electric Capital Improvement Plan BASIC SERVICES PROJECT DESCRIPTION The original agreement was estimated based on some very general assumptions regarding the specific scope of work needed to support the CIP, and was intended to allow some flexibility to provide whatever engineering and surveying services were needed, including those that were not anticipated as the CIP began. In the course of the execution of the CIP, TNP has been involved more fully than expected in site selection and feasibility evaluations, prepared field surveys of existing transmission lines, done more construction staking than anticipated, prepared ALTA surveys for acquisition of numerous properties, and generally had a greater role in the execution of the CIP than originally anticipated. Several substations have required the design of retaining walls and/or storm drain systems or other public improvements that were not anticipated. In addition, several services have been completed under the original contract by subconsultants, including Phase I Environmental Site Assessments and Asbestos testing for structures to be removed. The scope set forth herein defines the work that is expected to be performed by the DESIGN PROFESSIONAL in completing the project. In general, the work will consist of providing surveying, platting, permitting and civil engineering support as needed for implementation of the transmission lines and substations that are part of the DME CIP, as well as technical support for other DME operations and maintenance needs, both transmission and distribution. It is understood by both the City of Denton (Denton Municipal Electric or DME) and the DESIGN PROFESSIONAL that the specific details of the effort required by DME cannot be fully determined at this time. The description below sets forth the specific substations and transmission lines that are contemplated, and illustrates the assumptions made in establishing the budget figures indicated herein. This list of substations and transmission lines is primarily for the purpose of describing how the estimated fees were determined, but does not preclude the possibility of other facilities being added to the list. The intent of this agreement is to summarize the anticipated support services needed without excluding services that are not foreseen at this time. Work to be Performed More specifically, the work will include, but not be limited to, the following: Land Surveying Deed sketches, boundary surveys, plats, design surveys, topographic surveys, preparation of easement exhibits, alignment staking, as -built surveys, Level A and B Subsurface Utility Engineering (S.U.E.), construction verification surveys of concrete placement and other improvements, placement of monuments, and other surveying services as necessary. Attachment B - Page 1 of 3 DocuSign Envelope ID: DC20457B-9DOF-4908-B3E6-A2F800DBB970 EXHIBIT 6 Contract 5306 Amendment 1. Exhibit 1 Engineering Feasibility studies for site selections, alignment evaluations and route planning, coordination with other governmental agencies (including TxDOT, City of Denton, Denton County, etc.), site plans, grading plans, drainage studies, design of support infrastructure (such as streets, drainage, water and sanitary sewer facilities), substation retirement support, underground transmission line design and support, landscaping and irrigation design, structural design, coordination and consultation with geotechnical engineers, preparation of specifications and Requests for Proposals, construction oversight and/or inspection, and other design services as necessary. Permitting Permit processing, including coordination with the City of Denton Planning Department, and preparation of submittal packages for permits such as Specific Use Permits, variances, plats, Environmentally Sensitive Areas, TxDOT permits, floodplain studies, Site Plans, Clearing & Grading permits, building permits and other permits as may be required. The DESIGN PROFESSIONAL will represent DME at public meetings and official meetings with City staff as requested. Project management, planning, scheduling and tracking necessary to direct the work will also be a part of this effort. Anticipated Assignments — Basic Services Completion of the CIP will require support for the following substations and transmission lines, some of which are in process and others have yet to begin: Substations Jim Christal, Brinker, Long Road, Underwood, Mayhill, Eagle, Hickory, Masch Branch, Fort Worth Expansion, Denton West Interchange, New Northwest, New West Switch Transmission Lines Hickory to Locust, RD Wells to Hickory, Spencer to Locust, Pockrus to Mayhill, Mayhill to Brinker, Denton North to Arco, Cooper Creek to Arco, Pockrus to Arco, Jim Christal to RD Wells, Denton West Interchange to RD Wells, Woodrow to Brinker, Spencer to Brinker Assumptions and Clarifications The following assumptions were used by the DESIGN PROFESSIONAL for the preparation of this scope of Basic Services: 1. The estimated fees indicated for the services identified above are based on information provided by DME with regard to the substations and transmission lines that are part of the CIP, as indicated above. 2. Services to be provided will be as requested by DME staff. 3. Services will be provided by TNP staff or may be provided by subconsultants where additional capacity or specialized expertise is required. 4. Engineering design will be in accordance with City of Denton (or other applicable agencies) design standards, and generally accepted engineering practices. 5. All services will be performed at TNP standard hourly rates effective at the time the work is performed. 6. Easement documents prepared will consist of an Exhibit A (property description) and Exhibit B (parcel map), and will be sealed by a Registered Professional Land Surveyor. Attachment B - Page 2 of 3 DocuSign Envelope ID: DC20457B-9DOF-4908-B3E6-A2F800DBB970 EXHIBIT 6 Contract 5306 Amendment 1. Exhibit 1 7. Horizontal and vertical control shall be established by TNP survey crews at strategic locations along the project route and will consist of 5/8 inch rebar with caps stamped "TNP" set flush with existing ground. Temporary benchmarks will be established at appropriate intervals along the project route for utilization during design and construction phases. All bearings of lines provided by TNP will be referenced to Grid North of the Texas Coordinate System of 1983 {North Central Zone No. 4202; NAD83 (CORS96) Epoch 2002.001 as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) survey methods. All distances and coordinate data provided by TNP will reflect surface values. An average Combination Factor will be utilized and reported for scaling grid coordinates and distances to surface values. All elevations provided by TNP will be referenced to NAVD88, as derived from RTK observations. Orthometric heights will be calculated by applying the Geoid09 model to ellipsoid heights. Attachment B - Page 3 of 3 Certificate Of Completion Envelope Id: DC20457B9DOF4908B3E6A2F800DBB970 Subject: City Council Docusign Item - 5306 Amend 1 Source Envelope: Document Pages: 10 Signatures: 2 Supplemental Document Pages: 0 Initials: 0 Certificate Pages: 6 AutoNav: Enabled Payments: 0 Envelopeld Stamping: Enabled Time Zone: (UTC -06:00) Central Time (US & Canada) Record Tracking Status: Original 3/20/2017 4:02:20 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: Gary L. Vickery GVickery@TNPINC.com Principal Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 3/20/2017 4:10:36 PM ID: 27143f11-f80b-49ec-9b51-bf40c 1 fe9a9f 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: EXHIBIT 6 Holder: Karen E. Smith karen.smith@cityofdenton.com Signature =1 Using IP Address: 129.120.6.150 ,i'� �oe�.3agnad try b. vuut 1� �e6 �Sh6A26E[uL87 Using IP Address: 71.123.192.18 dSacvSug-d by Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Karen E. Smith karen.smith@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 3/20/2017 4:07:55 PM Viewed: 3/20/2017 4:08:07 PM Signed: 3/20/2017 4:09:32 PM Sent: 3/20/2017 4:09:35 PM Viewed: 3/20/2017 4:10:36 PM Signed: 3/20/2017 4:11:41 PM Sent: 3/20/2017 4:11:44 PM Viewed: 3/20/2017 4:17:31 PM Signed: 3/20/2017 4:18:38 PM Sent: 3/20/2017 4:18:40 PM Viewed: 3/20/2017 4:40:06 PM S e C U R t D EXHIBIT 6 Signer Events Signature Todd Hileman todd.hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 2/8/2017 6:52:51 PM ID:8154723a-9757-4d53-a4b5-794656233671 Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: in ❑erson Signer Events Signature Editor ❑eliver❑ Events Status ❑gent ❑eliver❑ Events Status rntermediar❑ ❑eliver❑ Events Status Certified ❑eliver❑ Events Status Caron Cop[] Events Status Julia Winkley julia.winkley@cityofdenton.com ON 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: 0 P 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 Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 3/20/2017 4:11:43 PM Sent: 3/20/2017 4:11:43 PM Viewed: 3/20/2017 4:21:46 PM EXHIBIT 6 Caron Cop[] Events Status Timestamp Jennifer Bridges jennifer.bridges@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: Chuck Sears chuck.sears@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: ❑otar❑ Events Timestamp Envelope Summar❑ Events Status Timestamps Envelope Sent Hashed/Encrypted 3/20/2017 4:18:40 PM ❑allnent Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 9:25]@IBIT 6 Parties agreed to: Gary L. Vickery, Todd Hileman, Robin Fox 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. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. EXHIBIT 6 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: kevin.gunn@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetSca e 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: -Allow per session cookies -Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. EXHIBIT 6 Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. 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 #: Al 7-0002, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM/ACM: Todd Hileman DATE: April 4, 2017 SUBJECT Hold a public hearing on the petition for voluntary annexation into the corporate limits of the City under Texas Local Government Code Sec. 43.028(4) filed by H3H, L.L.C. concerning approximately 16 acres generally located on the north side of Barthold Road, approximately 340 feet west of the I-35 Southbound Service Road (A17-0002; Blue Beacon). BACKGROUND On February 21, 2017, the City Council approved a rezoning request by Blue Beacon Truck Wash for approximately 5.3 acres located at the northwest corner of I-35 and Barthold Road. According to the applicant, the intent of the rezoning was to facilitate development of the site with a triple -bay truck wash. As conceptual designs of the development have progressed, it has been determined that the proposal must expand into the adjacent 16 acres to the west in order to provide adequate access along Barthold Road. This adjacent 16 acres is located in the City of Denton's Extraterritorial Jurisdiction (ETJ) which is subject to a Non -Annexation Agreement (NAA), executed on March 16, 2016. In order to comply with the NAA, the property owner must maintain farm, ranch, and single-family uses on the property. Any development inconsistent with these uses would terminate the NAA, and the property would be subject to annexation. Since platting and development of the 16 acre site is contemplated, the owner of the property, Joseph O'Brion, President of H3H, L.L.C., submitted a voluntary petition for annexation of the subject property in writing on March 9, 2017. The tentative schedule for annexation is as follows: April 18, 2017 - City Council considers institution of annexation proceedings and holds the First Reading of the Annexation Ordinance. June 6, 2017 - Second Reading of the Annexation Ordinance. No action is required on this item at this time. City of Denton Page 1 of 2 Printed on 3/31/2017 povveied by I_egivt9i IN File #: Al 7-0002, 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: Munal Mauladad Director of Development Services Prepared by: Julie Wyatt Senior Planner City of Denton Page 2 of 2 Printed on 3/31/2017 povveied by I_egist9i I;, Al 7-0002 Site Location 0 180 360 720 SITE �� C 0 D Feet R' E Parcels ETJ of °fry NAA 8/1/20 nea DENTON Roads I:oevelopi7iestt SerAcesRGIS I f D- 3/23/2011 theThe eCit YoffDento�n and his prepared maps a daPabentonthe se,' Ubchbasedron the PUbiCmnPormfathon Atct ThUe Cty of Denton) mskeseeveey eff rt Topeoduceesnd or the mostpc�u reent aridtaccu for in form atPonr possbeh No warPantiesthexpressetd or IImpIIeoY are provided for the data herein, Its use, or Its Interpretation. Utilization ofthis map Indicates understanding and acceptance of th is statement. I iIt �x� a h 215 E. McKinney St., Denton, Texas 76201 PETITION REQUESTING ANNEXATION BY LANDOWNER TO THE HONORABLE MAYOR AND CITY COUNCIL MEMBERS OF THE CITY OF DENTON, TEXAS: H3H, LLC., 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 16 acres of land, described as follows: A legal description of the Property is attached hereto as Exhibit A and is incorporated herein by reference. A map showing the location of the Property is attached hereto as Exhibit B 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. H3H, LLC. 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 8 day of , 2017. (SEAL) NOTARY B IC in and for the STATE OF TEXAS my ,r ��� f (i � �� 's " ` Printed Name r r < � �y (�" t € My commission expires: EXHIBIT "A" ANNEXATION EXHIBIT 15.737 ACRES BEING all that certain lot, tract, or parcel of land situated in the S. L. Johnson Survey Abstract Number 683 in the City of Denton, Denton County, Texas, being a part of that certain '21.000 Acre Tract" of land conveyed by deed from HLHTE-Lydia Hill Trust et al to H3H, LLC recorded under Document Number 2011-22008, Real Property Records, Denton County, Texas and being more particularly described as follows: COMMENCING at an iron rod marked " KHA' found for comer in the west line of Interstate Highway Number 35, a public roadway having a variable width right-of-way, said point being the southeast comer of that certain tract of land conveyed by deed from New Farms, LLC to Phase 17 Investments, LP recorded under Document Number 2011-104771, Real Property Records, Denton County, Texas; THENCE N 890 48'47" W, 325.09 feet with the south line of said Phase 17 Investments tract to a point in the Denton City Limit Line for PLACE OF BEGINNING; THENCE S 01 ° 09'06"E, 722.71 feet with said City Limit Line to a point for corner in Barthold Road, a public roadway and in the north line of the B.B.B. and C.R.R. Company Survey Abstract Number 141; THENCE N 89° 48'26" W, 955.92 feet with said Barthold Road and with said north line of said B.B.B. and C.R.R. Company Survey to a P.K. nail set for comer, said point being the southeast comer of that certain "Tract 3" of land conveyed by deed from Ellouise McDonnell to Harlan Properties, Inc. recorded in Volume 4296, Page 1426, Real Property Records, Denton County, Texas; THENCE N 000 01'43" W, 722.42 feet the east line of said Harlan Properties tract to an iron rod marked "KHA" found for comer, said point being the southwest corner of said Phase 17 Investments tract; THENCE S 89° 48'47" E, 941.75 feet with the south line of said Phase 17 Investments tract to the PLACE OF BEGINNING and containing 15.737 acres of land. z I I I SET LINE N 89-48 r2 -6 W ---------__-' PK NAIL BARTHOLD ROAD B.B.B. & C.R.R. CO. SURVEY A-141 EXHIBIT YT 11 r ES IN THE S.L. JOIINSONSURVEYA-683 CITY OF DENTO>!TEXA DENTON, TEXAS 76207 (940) 382-4016 SURVEYORS, LLC. FAX (940) 387-9784 TX FIRM REGIS'IRATION N0. 10098600 DRAWN BY: BTI -1 SCALE 1 ' ,200' DATE: 06 MARCII, 201 NEW FARMS, LLC_ TO PHASE 17 INVESTMENTS, LP i DOC. #2011-104771 I POINT OF ; F.I.R ' R.P.R.D.C.T. POB —` COMMENCING IF.LR (KHA) S 89 48'47" E 4 1.7' " (KHA 89 48'47W 2 � oz _ 325.09r W I *TRACT ELLOUISE McDONNELL "21.000 ACRE TRACT" TO HLHTE-LYRA HILL TRUST ET AL r HARLAN PROPERTIES, TO U INC- H3H, LLC. VOL. 4296, PG. 124E R.P.R.D.C.T. DOC. #2011-22008 I R.P.R.D.C.T. N bib to 3 SVR�� �NSoN 0 0 5�'' 15.737 ACRES L„ z I I I SET LINE N 89-48 r2 -6 W ---------__-' PK NAIL BARTHOLD ROAD B.B.B. & C.R.R. CO. SURVEY A-141 EXHIBIT YT 11 r ES IN THE S.L. JOIINSONSURVEYA-683 CITY OF DENTO>!TEXA DENTON, TEXAS 76207 (940) 382-4016 SURVEYORS, LLC. FAX (940) 387-9784 TX FIRM REGIS'IRATION N0. 10098600 DRAWN BY: BTI -1 SCALE 1 ' ,200' DATE: 06 MARCII, 201 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON ANNEXING APPROXIMATELY 16 ACRES GENERALLY LOCATED ON THE NORTH SIDE OF BARTHOLD ROAD, APPROXIMATELY 340 FEET WEST OF THE I-35 SOUTHBOUND SERVICE ROAD., 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 TME 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 (A17-0002). 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 H3H, LLC ("Petitioner") owns approximately 16 acres of land in the extraterritorial jurisdiction of the City of Denton, Texas, generally located on the on the north side of Barthold Road, approximately 340 feet west of the I-35 Southbound Service Road, 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 March 9, 2017, for the purposes of requesting that the Property be annexed; and WHEREAS, a public hearing was held with the City Council on April 4, 2019, 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 April 18, 2017; 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 .lune 6, 2017, 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 , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, INTERIM CITY ATTORNEY EXHIBIT "A" rt 15.737 ACRES BEING all that certain lot, tract, or parcel of land situated in the S. L. Johnson Survey Abstract Number 683 in the City of Denton, Denton County, Texas, being a part of that certain "21.000 Acre Tract" of land conveyed by deed from HLHTE-Lydia Hill Trust et al to H3H, LLC recorded under Document Number 2011-22008, Real Property Records, Denton County, Texas and being more particularly described as follows: COMMENCING at an iron rod marked "KFWfbund for comer in the west line of Interstate Highway Number 35, a public roadway having a variable width right-of-way, said point being the southeast comer of that certain tract of land conveyed by deed from New Farms, LLC to Phase 17 Investments, LP recorded under Document Number 2011-104771, Real Property Records, Denton County, Texas; THENCE N 89* 48'47" W, 325.09 feet with the south line of said Phase 17 Investments tract to a point in the Denton City Limit Line for PLACE OF BEGINNING; THENCE S 010 09'06"E, 722.71 feet with said City Limit Line to a point for corner in Barthold Road, a public roadway and in the north line of the B.B.B. and C.R.R. Company Survey Abstract Number 141; THENCE N 89* 48' 26" W, 955.92 feet with said Barthold Road and with said north line of said B.B.B. and C.R.R. Company Survey to a P.K. nail set for comer, said point being the southeast comer of that certain "Tract 3" of land conveyed by deed from Ellouise McDonnell to Harlan Properties, Inc. recorded in Volume 4296, Page 1426, Real Property Records, Denton County, Texas; THENCE N 00c'01'43"W, 722.42 feet the east line of said Harlan Properties tract to an iron rod marked "KHA" found for comer, said point being the southwest corner of said Phase 17 Investments tract; THENCE 8 890 48'47" E, 941.75 feet with the south line of said Phase 17 Investments tract to the PLACE OF BEGINNING and containing 15.737 acres of land. .EXHIBIT "B " ANN.EXATIONEXHIBIT 15.73 7 A CRES IN TBE S.L. JOHNSON SUR VE'YA®683 CITY OF DENTON, DENTON COUNTY TEXAS 4238 1-35 NORTH �� DENTON, TEXAS 76207 (940) 382-4016 SURVEYORS, LLC. FAX (940) 387-9784 T'X FIRM REGIS'IR./%Tf0N NO, 10098600 DRAWi; BY: I3TIi SCALE: NEW FARMS, LLC. TO PHASE 17 INVESTMENTS, LP DOC. #2011-104771 ( POINT OF i F,I.R R. P. R.D.C. T. POB COMMENCING IF.LR (KHA) S 89'48'47' E 94175' _-__—N_8948'4 W 3z5. a�'` (KH A) -- a o� I ELOUISEAMCDCT ONNE1.L 21.000 ACRE TRACT" HLHTE-LYDA TO HARLAN PROPERTIES, HILL TRUST ET AL TO V i O INC. H3H, LLC. VOL. 4296, PG. 1244 R.P.R.D.C.l. DOC. #2011-22008 Rfy h ± > N . .R.D.C.T. N p � SURA o ONNS�N 15.737 ACRES V i p 1 a I -- - `' Y SET LINE PK NAIL BARTHOW ROAD C.R.R. CO. SURVEY A-141 0.8.8. & .EXHIBIT "B " ANN.EXATIONEXHIBIT 15.73 7 A CRES IN TBE S.L. JOHNSON SUR VE'YA®683 CITY OF DENTON, DENTON COUNTY TEXAS 4238 1-35 NORTH �� DENTON, TEXAS 76207 (940) 382-4016 SURVEYORS, LLC. FAX (940) 387-9784 T'X FIRM REGIS'IR./%Tf0N NO, 10098600 DRAWi; BY: I3TIi SCALE: City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON File #: Z16 -0023b, Version: 1 Legislation Text AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM/ACM: Todd Hileman DATE: April 4, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance to rezone approximately 1.39 acres from a Downtown Residential 2 (DR -2) District to a Downtown Commercial General (DC -G) District. The subject property is generally located 185 feet south of the Scripture Street and Normal Street intersection, in the City of Denton, Denton County, Texas; adopting an amendment to the city's official zoning map; 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 denial (5-2). (Z16-0023) A supermajority vote by Council is required for approval. BACKGROUND The applicant is requesting to rezone an approximately 1.39 acre parcel located south of Scripture, between Normal Street and Bryan Street, from Downtown Residential 2 (DR -2) District to Downtown Commercial General (DC -G) District. The subject property is zoned DR -2 District and DC -G District. The intent of the request, as indicated by the applicant, is to consolidate the zoning under one district (DC -G) and to ultimately develop the site in conjunction with the property fronting Scripture Street with a multi -family complex targeted for collegiate housing. The current zoning of DR -2 District permits a mix of single- and multi -family residential, small-scale neighborhood service, and institutional uses. The maximum permitted density is 30 dwelling units per acre, the maximum building height is 45 feet, and the maximum lot coverage is 75%. The proposed DC -G District is intended to encourage mixed-use, pedestrian -oriented development at a scale consistent with high -activity areas. Permitted residential uses include townhomes, multi -family dwellings, fraternities, and sororities. Most commercial and institutional uses are permitted by right or with approval of a specific use permit (SUP). The maximum permitted density is 150 dwelling units per acre, the maximum lot coverage of 85%, and the maximum building height is 100 feet. The rezoning request meets the criteria for approval in the DDC. Per Section 35.3.4.B of the DDC, a proposed rezoning request can be approved if it conforms to the Future Land Use element of the Denton Plan 2030 and facilitates the adequate provision of public infrastructure. The Future Land Use Designation of the subject property is Neighborhood/University Compatibility Area, which is intended to encourage compatible form and land uses for areas that serve both established neighborhoods and the universities. The subject property's proximity to UNT suggests that the additional density and uses associated with DC -G District are desirable for the area, and would contribute to the walkability and character of the area. Rezoning to DC -G District would City of Denton Page 1 of 3 Printed on 3/31/2017 povveied by I_egivt9i IN File #: Z16 -0023b, Version: 1 enable an entire block to redevelop. A thorough land use analysis has been attached for reference. To comply with the public hearing notice requirements, 25 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. Within the notification boundary, one response in opposition and three responses in favor were received. Furthermore, the Planning Division received additional comments from citizens outside the 200- and 500 -foot notification radius regarding the request. It should be taken into consideration that although the request is for a change in zoning, the applicant has indicated that the intended use of the property is multi -family dedicated to collegiate housing. This information, along with a conceptual site plan, was presented at two neighborhood meetings hosted by the applicant. The citizens in attendance voiced their opposition to the multi -family development, and more specifically, a collegiate housing development. There was discussion to limit the scale of the development by reducing the height of the proposed buildings to two stories, as the requested DC -G District permits an eight -to nine- story building (100 feet), whereas the current zoning permits four stories (45 feet). At both P&Z Commission meetings on February 22nd and March 8', there were at least 20 people in attendance who voiced their concerns regarding this development, specifically related to the negative impacts of collegiate housing on existing established neighborhoods, the infrastructure implications of increased traffic, and overflow parking on residential streets. Those present did state that the scale of the proposed development was incompatible with surrounding development, and ultimately, the use should not be permitted. There were residents who raised the issue of the historic significance of existing area homes, the negative impact of architectural incompatibility of this development, and that greater consideration should be given to the expansion of historic districts in the area. In summary, the primary concern raised was that the use should not be permitted, and if permitted, the height of the buildings should be reduced to two- to three- stories in concert with building heights in the area. The P&Z Commission was asked to address the appropriateness of the zoning classifications of properties in the area and the impacts of collegiate housing. At the closure of the public hearing, the P&Z Commission made a motion to approve the request and to place an overlay district over the entire site requiring staggered heights of the structure. This motion failed and a new motion was made to deny the request on the grounds that there was insufficient information and time to address an overlay district. This motion passed 5-2. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATIONS Staff recommends approval of the request, as DC -G District is compatible with the surrounding zoning pattern. Rezoning the property to DC -G District would consolidate the zoning on the property in order to permit redevelopment under consistent zoning regulations. Potential incompatibilities between development associated with the request and adjacent property would be addressed through site design considerations required in the City of Denton Page 2 of 3 Printed on 3/31/2017 povveied by I_egist9i I;, File #: Z16 -0023b, Version: DDC. The proposal is consistent with the goals and objectives of the Denton Plan 2030. The Planning and Zoning Commission recommend denial of the rezoning request (5-2) on March 8, 2017. A supermajority vote by Council is required for approval. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The public hearing for the rezoning request was opened at the February 22, 2017, Planning and Zoning Commission meeting; however, during the meeting, the applicant requested a continuance to March 8, 2017 to discuss site design considerations with the Planning Division. 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. Aerial Map 3. Zoning Map 4. Future Land Use Map 5. Proposed Zoning Map 6. Permitted Uses in Downtown Residential 2 (DR -2) District 7. Permitted Uses in Downtown Commercial General (DC -G) District 8. Zoning District Comparison Chart 9. Applicant Narrative 10. Public Notification Map and Responses 11. Presentation 12. February 22, 2017 Planning and Zoning Commission Meeting Minutes 13. March 8, 2017 Planning and Zoning Commission Meeting Minutes 14. Draft Ordinance Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Julie Wyatt Senior Planner City of Denton Page 3 of 3 Printed on 3/31/2017 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 -0023a, Version: Planning Report Z16-0023 / Park 7 City Council District 3 Planning & Zoning Commission March 8, 2017 REQUEST: Hold a public hearing and consider a request by Majid Hemmasi, Beta Mu, LLC, and Swan -Wells P/S, Ltd., to rezone approximately 3 acres from a Downtown Residential 2 (DR -2) District to a Downtown Commercial General (DC -G) District. The property is generally located 185 feet south of the Scripture Street and Normal Street intersection. This item was continued at the February 22, 2017 Planning and Zoning Commission meeting. (Z16-0023, Park 7, Julie Wyatt). OWNER: Majid Hemmasi, Beta Mu, LLC, and Swan -Wells P/S, Ltd. APPLICANT: Allison Engineering BACKGROUND: The applicant is requesting to rezone an approximately 3 acre parcel located south of Scripture, between Normal Street and Bryan Street, from Downtown Residential 2 (DR -2) District to Downtown Commercial General (DC -G) District. The applicant has indicated that the intent of the request is to consolidate the zoning under one district (DC -G) and to ultimately develop the site with a multi -family complex. The subject property includes three parcels, two of which have a zoning designation of DR -2 District. The third parcel has a split zoning of DR -2 District and DC -G District, which abuts Scripture Street. Current development on the site includes a vacant institutional facility and two single-family dwellings. The ultimate development is intended to include the property which has the DC -G District designation; however, that property is not a part of the request, as the existing DC -G District was established during the 2002 City-wide rezoning. The proposed rezoning would consolidate the proposed development under one zoning district. SITE DATA: The subject property is developed with an institutional facility that is not been in use for several years and two single-family dwellings. Scripture Street is classified as a Main Street Mixed Use Collector and requires a 70 - foot right-of-way. Normal Street and Bryan Street are classified as Residential Avenue Collectors, requiring a 65 -foot right-of-way. USE OF PROPERTY UNDER CURRENT ZONING: The current zoning of Downtown Residential 2 (DR -2) District permits a mix of single- and multi -family residential, small-scale neighborhood service, and institutional uses intended to provide a transition from City of Denton Page 1 of 6 Printed on 3/8/2017 povveied by I_egivt9i IN File #: Z16 -0023a, Version: 1 moderate density residential neighborhoods to high density downtown development. As part of the Downtown University Core Districts, DR -2 District encourages pedestrian -friendly and mixed use developments within centralized commercial areas. Permitted uses include Single-family Dwellings, Accessory Dwelling Units, Attached Single Family Dwellings, Dwellings above Businesses, Dormitories, Laundry Facilities, and Adult or Child Daycares. Multi -Family Dwellings are permitted at a maximum density of 30 dwelling units per acre with a Limitation that one bedroom equals one-half of a dwelling unit. Other uses permitted with limitation include Retail Sales and Services and Professional Services and Offices. Administrative or Research Facilities, Veterinary Clinics, and Medical Centers are permitted with a Specific Use Permit (SUP). The minimum lot size in DR -2 District is 4,000 square feet, the maximum building height is 45 feet, the maximum floor to area ratio (FAR) is 0.75, and the maximum lot coverage is 75%. A schedule of permitted uses and Limitations has been attached for further reference. SURROUNDING ZONING AND LAND USES: North: Property to the north is zoned DC -G District and developed with an unoccupied institutional facility. This property is under the same ownership as the subject property. Property across Scripture Street is zoned Neighborhood Residential Mixed Use (NRMU) Neighborhood Residential Mixed Use 12 (NRMU-12) Districts and developed with offices, single-family, and multi -family uses. East: Property to the east across Bryan Street is zoned DC -G District and DR -2 District and developed with a commercial and multi -family uses. South: Property to the south is zoned as DR -2 District and developed with a mix of single-family and multi -family uses. West: Property to the west across Normal Street is zoned DC -G and DR -2 Districts and developed with a mix of single-family and multi -family uses. COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: The purpose of the DC -G zoning district to encourage mixed-use and pedestrian oriented development. This type of development and zoning is typically found in the downtown and university centers. A schedule of permitted uses and Limitations has been attached for further reference. The land use pattern in the area surrounding the subject property is mixed-use, including single-family, single- family structures used for multiple occupancy, multi -family, commercial, and institutional development. The permitted uses and density in DC -G District are appropriate for an area adjacent to a large university. Furthermore, the mixed-use character of the area is compatible with DC -G District, which permits the following: • Maximum density of 150 dwelling units per acre, • Maximum lot coverage of 85%, • Maximum FAR of 3, • Maximum building height of 100 feet. However, design requirements within the DDC encourage compatibility in scale and form with adjacent development, as explained within the Considerations outlined later in the report. A zoning district comparison chart has also been included for reference. Development beyond the immediate vicinity of the subject site includes single-family residential neighborhoods. These established neighborhoods have a zoning designation of Neighborhood Residential 3 (NR -3) District, which does not permit commercial and multi -family development. Consequently, the proposed City of Denton Page 2 of 6 Printed on 3/8/2017 povveied by I_egist9i I;, File #: Z16 -0023a, Version: 1 and existing zoning offers protection for these neighborhoods against the encroachment of commercial and denser residential uses. Overlay districts provide additional protection for areas which have historic designations, as any development in those areas must be deemed appropriate by the Historic Landmark Commission through a public meeting process. COMPREHENSIVE PLAN: The Future Land Use Designation of the subject property is Neighborhood/University Compatibility Area. As the universities within the City of Denton increase enrollment, requiring additional facilities and student housing, the intent of this designation is to create compatible form and land uses for areas that serve both established neighborhoods and the universities. The area should provide a gradual transition in scale, use, and character, and intensity between the universities and surrounding neighborhoods. Uses that may result in noise or traffic impacts on residential neighborhoods should be located strategically to minimize conflicts, and development should encourage uses that are in close proximity to one another to encourage walking and bicycling. The proposed rezoning request is in keeping with the Future Land Use Designation of Neighborhood/University Area, as DC -G District permits development at a scale that is appropriate within a five- to ten-minute walk from UNT. CONSIDERATIONS: 1. The applicant is requesting to rezone the property to DC -G District in order to develop the site with scale and density which exceeds what is permitted under current zoning. 2. 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 The zoning request meets the intent of the Neighborhood/University Compatibility Area designation. This designation identifies the need for density and neighborhood services in areas within close proximity to UNT, as this type of development fosters walkability, livability, and vibrancy in the public realm for both student populations and neighborhood residents. The subject property's location in close proximity to UNT suggests that the additional density and uses associated with DC -G District are desirable for the area, and would contribute to the walkability and character of the area. Rezoning to DC -G District would enable an entire block to redevelop, providing essential housing or commercial uses appropriate for this location, which is within a ten minute walk to UNT. The size and scope of the proposed redevelopment could serve as a catalyst for a revitalization of the area north of UNT, between the University and established neighborhoods. However, redevelopment must be sensitive in scale to nearby established neighborhoods and provide a gradual transition from larger -scale developments to residential areas. Although there are established single-family neighborhoods within the vicinity, a variety of physical barriers separate the subject property from those neighborhoods, including collector roads and existing commercial and multi -family development. Furthermore, the adjacent NRMU, NRMU-12, and DR -2 Districts provide a buffer between the subject property and the traditional neighborhoods, allowing the development scale to gradually transition from the existing and proposed DC -G District to the surrounding neighborhoods. h. The proposed rezoning facilitates the adequate provision of transportation, water, sewers, City of Denton Page 3 of 6 Printed on 3/8/2017 povveied by I_egist9i I;, File #: Z16 -0023a, Version: schools, parks, and other public requirements and public convenience. An infrastructure needs assessment, depending on the development, would be conducted at the time of platting and site plan submittal. Compliance with all transportation and infrastructure requirements is required with platting and development of the site. 3. The proposed rezoning includes 3 tracts, one which has a split zoning of DR -2 and DC -G Districts. The request is a logical extension of this existing DC -G District and would consolidate the zoning designation for property that is under a single ownership. The site is currently underutilized, as existing development includes a structure which has not been in use in several years. The proposed rezoning would permit the entire subject property to redevelop under consistent zoning regulations, resulting in a more cohesive development. 4. Based on the neighborhood meetings associated with this project, a primary concern appears to be the scale of the proposed development and the potential impact on the community. In order to ensure compatibility in scale, Section 35.13.13.2 of the DDC requires compliance with a residential proximity slope when a proposed multi -family use shares a property line or right-of-way with a single-family use. The residential proximity slope limits the height of buildings to 40 feet at the setback line in order to ensure that development maintains a human scale at street -level and to reduce the visual impact of taller buildings when abutting a single-family use. It is an imaginary line that begins 40 feet above grade at the setback line and extends away from the adjacent property or right-of-way at a 35 degree angle. No part of the structure may cross this line (see figures below). 4 4Tt1 FLOC]R `� x m w ISO FLOOD N 1 � I F 2N6 FLOOR 10 �I 1ST FLOOR 1 I STREET NE6N DEVELOPMENT MWEO-USE SREBDENTIAL EXISTING SETBACK i SETBACK SINGLE-FAMILY A RESIDENTIAL PROXIMITY SLOPE 5 REQUIRED IF THF. NEW DF,VE .OPMENT SHARES A PROPERTY LINE W Td AN EX5TLNG 6 NGLE FAMILY USE OR ZONING DISTRICT A35 -DEGREE RESIDENTIAL PROXIMITY SLOPE ANGLE 15 MEASURED FROM APOINT 60 FEET ABOVE GRADE AT THE MINIMUM SETBACK LINE. J�`, - 9Th FLOOR XT 35/ BE. FLOOR ...__. 2ND FLOOD 1ST FLOOR EXIST: NG SINGLE-FAMILY I _TREET NEWDEVELOPMENT USE OR ZONINGCISTRIC'T °_ I AP.Ee_CENTIIL 110111— SLOPE IS REOUSE€D IF TIDE NEW DEVELAPME—SNARESA PROPEFT-NE'k1TH AY "cXIST1NG SINGLE-R4M1IIL." lISE QR Z:;IWNG SIS I RIOT — BE—E FESIDENTIA_ 111 TAITY SLGPE. 5. The DDC also includes requirements for increased setbacks and landscape buffers designed to enhance compatibility between different uses and zoning districts. These requirements do not affect the applicant's submittal, as the adjacent uses are not single-family; however, a discussion of setbacks and landscape buffers is appropriate within the larger discussion of compatibility between the DC -G and DR -2 Districts and within mixed-use areas. Section 35.5.3.3 of the DDC requires a minimum yard of 20 feet plus one foot for each foot of building height over 30 feet when abutting a single-family use or district, thus increasing the separation between single-family uses and taller developments. For example, within the DC -G District, if a 50 -foot tall multi -family or commercial use is proposed abutting a single-family use, the minimum setback would be 40 feet (20 -foot minimum + 20 feet of building height over 30 feet = 40 feet). This increased setback City of Denton Page 4 of 6 Printed on 3/8/2017 povveied by I_egist9i IN File #: Z16 -0023a, Version: 1 reduces the visual impact and shadows created by the larger -scale development. Additionally, Section 35.13.8 of the DDC requires landscape buffers between single-family residential, multi -family residential, commercial, and instructional development. The size and required plantings within the buffer vary depending on the intensity of the adjacent uses, as the intent is to minimize potential nuisances, such as noise and glare. 6. Permitting additional density and building scale in close proximity to UNT may improve the area's traffic congestion by promoting efficient land use to create transportation -efficient development. Studies show that when compact, mixed-use development is located near desired destinations with access to transit, opportunities for pedestrian and bicycle trips increase and vehicle trips decrease. In order to achieve efficient land use, appropriate zoning must be in place to encourage a compact development pattern near to high -activity nodes such as UNT. Rezoning to DC -G District in areas within close proximity to UNT would lead to transportation -efficient development by placing more students within a walkable distance to their desired destination, reducing the need for daily vehicle trips to campus. Conversely, maintaining lower densities and a less compact development pattern adjacent to UNT contributes to the disbursement of student populations throughout the City, inducing demand for daily vehicle trips to campus. Nearby transit and bicycle infrastructure provide additional mobility options for residents in the UNT area. STAFF RECOMMENDATION: Staff recommends approval of the request, as DC -G District is compatible with the surrounding zoning pattern. Rezoning the property to DC -G District would consolidate the zoning on property owned by a single owner in order to permit redevelop under consistent zoning regulations. Potential incompatibilities between development associated with the request and adjacent property would be addressed through site design considerations required in the DDC. The proposal 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, 25 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 has held two neighborhood meetings. Concerns raised by attendees included traffic, on -street parking, and building scale. PROJECT TIMELINE: Application Received: P' Submittal Sent to DRC Members: Comments Released to Applicant: 2nd Submittal Sent to DRC Members Comments Released to Applicant: Business Days under DRC Review: Business Day out to Applicant: Total Business Days: September 19, 2016 September 22, 2016 October 7, 2016 December 21, 2016 January 4, 2017 20 51 71 City of Denton Page 5 of 6 Printed on 3/8/2017 povveied by I_egist9i I;, File #: Z16 -0023a, Version: 1 EXHIBITS: • Aerial Map • Zoning Map • Future Land Use Map • Proposed Zoning Map • Permitted Uses in Downtown Residential 2 (DR -2) District • Permitted Uses in Downtown Commercial General (DC -G) District • Zoning District Comparison Chart • Applicant Narrative • Notification Map and Responses Respectfully submitted: Shandrian Jarvis, AICP Development Review Committee Administrator Prepared by: Julie Wyatt Senior Planner City of Denton Page 6 of 6 Printed on 3/8/2017 povveied by I_egist9i I;, Z16-0023 Notification Map MOMBA � o iv 0 90 180 360 SITE Feet S ParcelsDENTON CaF' .. RoadsDevelopmentJL ewvi es . GIS D- 9/27/2016 The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, enpineerinp or surveying purposes but rather for reference purposes. These maps are the property of the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every efforto produce and publish the most current and accurate information possible. No warranties, expresse or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. Response Form Z16-0023 Park 7 in liber for YOUr opinion to be counted, please corrlpleb.,-- and maill, this form tot� Department of Development Services Attn. Julie Wyatt, Project Manager 215 W Hickory Street Denton, TX 76201 You may also en -mil or fax a copy to: Email-, julie,wyat'Lk'Pcity o�derpt on.cori Fax: (940)349,,7707 Project No. 716 0023 Please d1rde one: in Givoi of requfr-fst Opposed t"c' r �01,(':'St 6-`PcIsed U-1 le'LIC-1-It ---" cornments: Wktn" gr)p"N'x'�'d to f-l'o regic"it 1") lezonc" I I Of [)Cliton con-micu-ni mal RYC 11 TIM (1U9l1tltMN'U10 drUH 1iCt Me, .,1M'I(kL111dlI1r1c2 p t)odv't MdsTM 1 €s Ub-"Ohm,h' aatl LIC"I'd Alf oddid('lli"d g"'ll-gantivan rnulfimcc' lffiis' arca of Denton Wt do nol want fhi,t zirea I r-1 "ITT, T" OV I 1� (11C CW -1 tAlJ';JWfl, hLIMIMIS arlr"��'I 01"d a�s's"I'll'ODOL'S CMI-lia pvl"orluwfiorv�' H, l -po, u'r;l tllkill ,� fil,04 LIA j-1trth "--,n-rrq rk-ri-n-mid-l-t-r- bv lhos'e 111al ",%ill plug lll, fioul this ur"zollinp, mplosL I or til s; icli, oil, vvc cannof and (it) sant t this re-clau'r"t lc)re/0111c. Pr inted Name I ra LiU-e and I �tnda �Suc Little Mallin.V, Aridress J,�() ('46, CreckDrivc City, StRte Zia (,"of it dh TX -7622 10 Phone Numbe,, ') N-32, I Email Arddress Physicai Addrtks�% of Property within 200 feet 1,10-1 02/17/2017 13:38 8404840149 PACK N MAIL PAGE 01/81 Response Form Park 7 Attn: Julie Wyatt, Project Manager 215 W Hickory Street Denton, TX 76201 1 You may also email or fax a copy to. Fax; (940)349-7707 Please circle one: in favor of request Mailing Address City, State Zip Phone Numb er Address— Physical !tesponse Form Z`160023 Park 7 In order for your opinion to be counted, please complete and matt this form tot Department of Development Service Attn: Julie Wyatt, Project Manager 215 W Hickory Street Denton, TX 76201 1 You may also email or fax a copy to: Fax: (940)349-7707 Please circle one: In favor of request Opposed to request % Comments: e - L b ok�-, VLv) UL'1-1 Printed Name L, Mailing Address City, State Zip —Tx . . ... ...... Phone Number Email Address V-v�, Physical Address of Property within 200 feet Response Form Z1-0023 Park Z In order for your opinion to be counted, please complete and rail this form to; Department of Development Services Attn: Julie Wyatt, Project Manager 215 W Hickory Street Denton, TX 76201 You may also email or fax a copy to: Email: JuUe,wy tt cityofdenton.cor Fax: 940)349-7707 Project No, Z16-0023 Please circle one: In favor of request to request Comments: We are opposed to the request to rezone. Rezoning this specific area of Denton encourages the types of businesses sl�lid.�si,i ixr( 91re aE�srg3I���gi(tiil cl aktxd tip [�w°¢it tiii �i� °�a ���1 t �at���ax��� �l a.Ia ItCIg � )01laf,t�s I'lae °� absolutely no need for additional gargantuan multistory complexes in this area of Denton. We do not want this area L 4.1 1 L i . 4. C r 6✓ L Ald. area. Oral assurances during earlier presentations by project developers that the infrastructure can support hundreds simply do riot bray such assurances by those that will profit from this rezoning regrcest. For these reasons we cannot and do not support this request to rezone. Sipt ,nature Printed tame Ira Little Lind Linda Sue Little Mailing Address 3350 Oak Creek Drive City, Stake Zip Corinth, TX 76210 Phone Number 940-321-5631 Email Address ilittle3@)charter.net Physical Andress of Property within 200 feet 1402 Scripture Street 2017 06:08 9405660071 DONALD MOORE Z16-0023 Park 7 In order for your opinion to be counted, please complete and mail this form to: EMEV� Apartment of Vevelopment Services Attn: Julie Wyatt, Project Manager 215 W Hickory Street Denton, TX 76201 You may also email or fax a copy to: A Project No, 716-0023 c!—rc1e on—e,.-- In *'or o' f ivquest Opposed to request Comments: 37� ...... . . ........... WE= Mailing Address -- ---- — — . City, State Zip 71 Phone Number .5 19 -Im =t FIT V =- Physicat Address of Property within 200feet '120 . .... . . 0 O�P 4A41 t-4 61 -zog '0 - 1 Response e om Z16-0023 Park 7 ProjectAttn: Julie Wyatt, Manager215 W •ry Street De -- 1- 1 You email or fax a copy to: jutie.wyatt@cityofdenton..com (940)349-7707 Project o: 16-0023 cl --on e. In favor of requ Opposed to request fIlk Signature 9408912770 p.1 Printed Name Mailing Address / f f f , ---... _ _ ..... City, State zip ���( Phone Number % C _. Email Address (0 '7" % ; c Physical Address of Property within 200 feet iM /-fir L 2- r4oerrlt k�-- Wyatt, Julie A. From: Mauladad, Munal Sent: Wednesday, February 22, 2017 8:16 AM To: Wyatt, Julie A. Subject: FW: Objection to SRO on Scripture Munal Mauladad I Director Department of Development Services Office: (940) 349-8313 1 Fax: (940) 349-7707 215 W. Hickory Street, Denton, Texas 76201 http://www.cityofdenton.com DENTON From: Brian Morrison Sent: Tuesday, February 21, 2017 8:30 PM To: Mauladad, Munal <Munal.Mauladad@cityofdenton.com> Subject: Objection to SRO on Scripture Dear Ms. Mauladad, I would like to express my extreme objection to the rush to redevelopment with yet another SRO complex at the former location of the Skyview Living Center on Scripture. This is not the "highest and best" use of this property. The fact that the developer needs a zoning change to pursue the plan for this 5 -story complex is evidence of this fact. The Texas Historic Commission's survey of Denton identified this area as worthy of recognition in the National Register of Historic Places. A new 5 -story SRO in the middle of this area is not the best use of this land. Redevelopment on this and other such sites in the area should support the rights of existing neighborhoods to continue with a quality of life that we have grown to expect as long-time residents who have been holding up property values. Your help is needed before a historic residential neighborhood is lost. The developer is clearly attempting to rush things to prevent evaluation of proper zoning. I support a 6 month rezoning moratorium for the evaluation of best use zoning of this residential neighborhood to provide the time needed for the City management to focus on what is "best" and prevent neighborhood -insensitive development. A 5 -story SRO is not appropriate here. Sincerely Brian Morrison Wyaft, Julie From: Mauladad, Munal Sent: Tuesday, February 21, 2017 4:46 PM To: Wyatt, Julie A. Subject: FW: No SRO in historic area Munal Mauladadl Director Department of Development Services Office: (940) 349-8313 1 Fax: (940) 349-7707 215 W. Hickory Street, Denton, Texas 76201 http://www.cityofdenton.com -----Original Message ----- From: ME Andersoi Sent: Tuesday, February 21, 2017 4:37 PM To: Mauladad, Munal <Munal.Mauladad@cityofdenton.com> Subject: No SRO in historic area We do NOT need any changes to zoning. Lease do not allow another apartment (SRO) in my historic area. The traffic and parking is not good and there are too many apartments available now. Thanks Mary Anderson West Oak Denton Sent from my Phone ya, Julie A. From: Mauladad, Munal Sent: Tuesday, February 21, 2017 10:36 AM To: Wyatt, Julie A. Subject: FW: rezoning Munal Mauladad I Director Department of Development Services Office: (940) 349-8313 1 Fax: (940) 349-7707 215 W. Hickory Street, Denton, Texas 76201 http://www.cityofdenton.com 11 toemam .._ it" From: John Warret4mmmmmomffmmmwmw Sent: Tuesday, February 21, 2017 10:27 AM To: Mauladad, Munal <Munal.Mauladad@cityofdenton.com>; Wazny, Kathleen < Kath lee n.Wazny@cityofdenton.com>; Briggs, Keely G<Keely.Briggs @cityofdenton.com>; Bagheri, Sara<Sara.Bagheri@cityofdenton.com>; Watts, Chris <Chris.Watts@cityofdenton.com> Subject: rezoning Hello, I respectfully ask that there be a 6 month moratorium on rezoning so that the P&Z can properly determine what is the best use of the historic neighborhood just north of UNT. I am a home owner on Congress and Fulton. Thank you, John and Natalee Warren Wyatt, Julie A. From: Mauladad, Munal Sent: Tuesday, February 21, 2017 3:28 PM To: Wyatt, Julie A. Subject: FW: From J. D. Vann Munal Mauladad IDirector Department of Development Services Office: (940) 349-8313 1 Fax: (940) 349-7707 215 W. Hickory Street, Denton, Texas 76201 http://www.cityofdenton.com -----Original Message ----- From: Don Vann Sent: Tuesday, February 21, 2017 3:28 PM To: Mauladad, Munal <Munal.Mauladad@cityofdenton.com> Subject: From J. D. Vann This is to inform you that Mrs. Vann and I support a 6 month rezoning moratorium for the evaluation of best use zoning of residential neighborhood. Thank you, Dr. J. Don Vann Denton, TX 76201 Sent from my Pad Wvatt, Julie A. From: Mauladad, Munal Sent: Tuesday, February 21, 2017 3:30 PM To: Wyatt, Julie A. Subject: FW: Information regarding Z16-0023 Munal Mauladad I Director Department of Development Services Office: (940) 349-8313 1 Fax: (940) 349-7707 215 W. Hickory Street, Denton, Texas 76201 http://www.cityofdenton.com 11 '1196maomm DENTON From: Jake Jacobson LCS Sent: Tuesday, February 21, 2017 2:20 PM To: Mauladad, Munal <Munal.Mauladad@cityofdenton.com> Subject: Re: Information regarding Z16-0023 And I have no issue with multifamily. If I understand correctly, this change will permit 8 stories, which I think is appropriate for central downtown, but not appropriate across the street from single story residential. Thanks jake From: Mauladad, Munal Sent: Tuesday, February 21, 2017 12:27 PM Subject: Information regarding Z16-0023 Good afternoon, Thank you very much for your response. We appreciate your feedback and hope to see you at the P&Z Commission meeting tomorrow night. The 1.3 acre subject property is currently zoned Downtown Residential 2 (DR -2) District. The applicant is requesting to rezone the site to Downtown Commercial General (DC -G) District and consolidate the zoning with the property directly to the north containing approximately 1.7 acres, and develop the entire 3 acres with a multifamily development targeted for collegiate housing. Staff is recommending approval of the request because the land use analysis is based on the compatibility of the proposed zoning district as it relates to the surrounding land use pattern and zoning designations, and not the multifamily use. Multifamily development is a permitted use within both zoning districts. A link to the staff report is provided for further reference. httr)://leaistar2.aranicus.com/denton-tx/meetinos/201 7/2/1377 A Plannina and Zonina�Commission 17-02- 22 Meeting Agenda.pdf ya, Julie A. From: Green, Athenia Sent: Monday, February 20, 2017 3:27 PM To: Wyatt, Julie A. Subject: FW: Scripture Development, 2/22/17 agenda item 4c Athenia Green I Administrative Supervisor Department of Development Services Office: (940) 349-8358 1 Fax: (940) 349-7707 215 W. Hickory Street. Denton. Texas 76201 www.cityofdenton.com 11 , lam�� DENTON From: Welborn, Catherine Sent: Monday, February 20, 2017 11:14 AM To: Green, Athenia<Athenia.Green@cityofdenton.com> Subject: FW: Scripture Development, 2/22/17 agenda item 4c From: M LynNummummillsomenim Sent: Monday, February 20, 2017 10:58 AM To: Mauladad, Munal <Munal.Mauladad@citvofdenton.com>; Welborn, Catherine <Cathy.Welborn @cityofdenton.com>; Wazny, Kathleen <Kathleen.Wazny@citvofdenton.com> Subject: Scripture Development, 2/22/17 agenda item 4c Please forward to all P & Z commission members: I am a resident of Denton for 7 years, 5 of them (backing up to the old Flow hospital) A= Egan Street. I'm writing to voice my deep concern for the considered redevelopment a block away from my house: not just for my own property values and quality of life but also because this development will be completely out of line with the existing neighborhood in density, character and greenspace. There is no doubt this group of now -vacant properties is ripe for re -development: at previous neighborhood meetings there was largely a consensus about that. However, a gargantuan complex with not -enough parking demonstrates city staffs primary focus on"bigger the better" income generation and does not fit wise infill in an area whose designation is supposed to have an integrative characteristic that retains the mix of families, professionals, local businesses and livability for all. CityPlace, my next-door neighbor where the venerable old hospital was, features ample greenspace separating apartments from nearby homes, but it's out of character still -- there is no other structure that high in the immediate neighborhood. Its shadow makes sidewalks unsafe from slimy moss and ice in wet and cold weather. The 5 -story apartments on Eagle, as another example, cannot claim love from anyone in Denton: it is more suited to a street comer in Queens, NY. The thought that an insensitively dense development with minimal greenspace and maximum height obstruction like that going into my neighborhood where single-family..and two-story apartments co -exist with local businesses is antithesis to appropriate progress. I urge you to vote against the city's recommendation, using your own minds and hearts. This group of properties is ready for progress, but it must be careful, conscientious redevelopment that takes into :z*KLc4�_,r_q.ion the xuality of life for existin,* -for the sake of development. U77 y, Julie A. From: Eric Sent: Monday, February 20, 2017 9:27 AM To: Mauladad, Munal Cc: Wazny, Kathleen; Briggs, Keely G; Bagheri, Sara; Watts, Chris Subject: Denton Zoning Hello Munal, I support a 6 month rezoning moratorium for the evaluation of best use zoning of residential neighborhood,. Sincerely, Eric Meahl 1015 West Oak Street Wvaft, Julie A. From: Marilyn Sent: Monday, FebruarT2 2-0 1 1 248 PIA To: Mauladad, Munal Subject: rezoning I support a 6 month rezoning moratorium for the evaluation of best use zoning of residential neighborhood. Jim and Marilyn Payne Denton, Tx 76201 Wyaft, Julie A. From: Annetta Ramsay_ -- —W Sent: Monday, February 20, 2017 12:30 PM To: Mauladad, Munal Subject: Five story SRO apartment Hi Munal. I support a six month moratorium on the proposed five story SRO unit on the former site of the one story skyview group home. We need more time to determine the best use of properties in this residential MOM the campus. They have plenty of room to redevelop decaying apartment properties west of UNT. Thanks, Annetta Ramsay Wyaft, Julie A. From: Eric Wr-ebKruaWry2=0,20W17 Sent: Mon lay, 9:27 AM To: Maulaclad, Munal Cc: Wazny, Kathleen; Briggs, Keely G; Bagheri, Sara; Watts, Chris Subject: Denton Zoning I support a 6 month rezoning moratorium for the evaluation of best use zoning of residential neighborhood. Sincerely, Eric Meahl alwwest Oak Street Wyatt, Julie A. From: Jennifer Lan � Sent: Sunday, February 19, 2017 8:52 PM To: Hunt.Randy@gmail.com; Mauladad, Munal; Wazny, Kathleen; Briggs, Keely G; Bagheri, Sara; Watts, Chris; Hileman, Todd Subject: Proposed SRO Scripture & Normal, Zoning Issues Dear Mayor Watts, members of Council, and City Staff, I am sure you are aware of the developer -initiated efforts to redevelop the former site of the Skyview Living Center on Scripture. The red square in the map below shows the location where a developer wishes to build a 5 story "SRO" (Single Residence Occupancy building) in this historic residential neighborhood. This SRO would be an overpriced and under -managed rent -by -the -bed student dorm that is neither owned nor monitored by the universities. Zoned as a residential neighborhood, the developer would need a zoning change to pursue the plan, and has asked the city to change the zoning so they can build there. Residents are protesting the requested zoning change to protect their quality of life and property values. Please see Annetta Ramsay's article in the DRC regarding the deleterious impact of SRO's on all except the developer. http://www.dentonrc.com/opinion/columns- Iae cllinesl2 l 1-annetta-rays inple room- �L4p _nqcon lcx -not®the-answer.ece The map below shows the neighborhood. I would love to see the entire area zoned to protect residents from inappropriate development. Fortunately, without a zoning change, this SRO cannot be built. Unfortunately, however, the private developer is rushing things in an effort to prevent evaluation of proper zoning. As Planning & Zoning, Staff, and City Council evaluate neighborhoods for redevelopment, please remember that "highest use" is not the Ione criterion for development, and that "best use" must consider local residents' quality of life, opinions, and needs. I support a 6 month rezoning moratorium for the evaluation of best use zoning of residential neighborhoods, and I support local residents' need for time to evaluate the best use for zoning of this and other properties. Thank you, Jennifer Lane �IVillowwood Street Denton, Texas 76205 0 . 11 :IM Wvaft, Julie A. From: Mauladad, Munal Sent: Monday, February 20, 2017 6:05 AM To: Wyatt, Julie A. Subject: FW: student apartments 7777 - - - - - - - - - - Sara.Bagherigciiyofdenton.com, Chris. Watts&cilyofdenton. com, Todd. Hilemankcityofdenton. com Subject: student apartments Dear Denton Decision Makers, It is frightening to see the large number of high-rise apartment buildings that have rapidly appeared in Denton in the past few years. The claim is that they are needed for the student population but most reports show them to be very expensive, totally unmonitored and often um-naintained housing for young people. This is not a positive thing to have predominate our city. It seems that the city planning group, or Development Services, needs to think carefully about the direction the zoning and growth of Denton is taking. Maybe something like an inverse of the Tree protection under Sustainable Denton that monitors and assists the growth of trees in the city. We need for the city to monitor and LIMIT the number of SRO's that are built. I support a 6 month rezoning moratorium for the evaluation of best use zoning of residential neighborhoods. IrlmllwM Julie'TT'innette SOWW Prairie Denton, TX 76201 Denton resident for 36 years. Wyatt, Julie A. 7 M. Sent: un ay, February 1 , 7 4:07 PM To: Hunt. Randy@gmail.com; Mauladad, Munal; Wazny, Kathleen; Briggs, Keely G; Bagheri, Sara; Watts, Chris; Hileman, Todd Subject: student apartments JI 100-0 the past few years. The claim is that they are needed for the student population but most reports show them to be very expensive, totally unmonitored and often unmaintained housing for young people. This is not a positive thing to have predominate our city. It seems that the city planning group, or Development Services, needs to think carefully about the direction the zoning and growth of Denton is taking. Maybe something like an inverse of the Tree protection under Sustainable Denton that monitors and assists the growth of trees in the city. We need for the city to monitor and LIMIT the number of SRO's that are built. I support a 6 month rezoning moratorium for the evaluation of best use zoning of residential neighborhoods. Thank you, Julie Winnette SOW Prairie Denton, TX 76201 Denton resident for 36 years. Wyaft, Julie A. From, Menguita, Ron P. Sent: Sunday, February 19, 2017 7:36 AM To: Mauladad, Munal; Jarvis, Shandrian; Wyatt, Julie A. Subject: Fw: Scripture Street rezoning request heading to Planning and Zoning this Wednesday -- 22 February 2017 i'm From: P .001, Sent: Saturday, February 18, 2017 12:47:22 PM To: Patrice Lyke Subject: Scripture Street rezoning request heading to Planning and Zoning this Wednesday -- 22 February 2017 Hi neighbors, If you have been to any of the developer -initiated meetings in the past year -and -a -half, you may know that there are plans to redevelop the former site of the Skyview Living Center on Scripture. The current plan is for student housing: single -resident occupancy (rent -by -the -bed) with no accommodations for commercial. The developer needs a zoning change to pursue the plan. To be honest, if you look at the current zoning in the area just to the south and southwest of the P.E.C.A.N. area, it is GNARLY. Part of the gnarliness stems from the old use of the site that now is home to "CitiPark." The old Scripture Hill (which at one time grazed a few cattle --long, long ago) is the former site of Flow Hospital. Around Flow developed an organic mixture of businesses and services that supported Flow and the surrounding neighborhoods --pharmacies (Bill Neu's pharmacy also once offered a sandwich shop), flower shops, labs, doctors' offices, small neighborhood -scaled apartment buildings and a Dairy Queen (yep --long ago the "Chopstix" building was a Dairy Queen). The organic development in the area meant that when the City of Denton finally tried to develop a system of zoning districts, zoning was determined by what was already there. This approach worked fine when Flow Hospital anchored the area; but once this side of town lost that anchor, the area became ripe for exploitation due to zoning-gnarliness. In the perfect world, that entire area would be zoned to protect residents from context -inappropriate development and neighborhood -insensitive redevelopment and guided by a comprehensive small -area plan. ��� 111��11111lilii I 11111111111111111111 ''1 111! =iMVIMIJM��.� Follow this link to the Planning and Zoning agenda and scroll to Item 4.C. httD://Ieaistar2.vranicus.com/denton-tx/meetin2s/2017/2/1377 A Plannina and Zonina Commission 17„-02- 22 7-02- 22 Meeting Agenda.pdf If you can't come to PZ on Wednesday evening, send an email to Munal Mauladad, Director of Development Services, asking that your comments be distributed to the commission. If you want to come to P&Z to register your opposition but do not want to speak, you can simply submit a card. Contact your city council member (your district and at -large) to get ahead of this application should it go to Council. Remember: this site and other sites just like it (those that are not being deployed at their ghest and best" use) in our neighborhood and other core neighborhoods in Denton WILL be redeveloped. We can, however, expect and demand that the City not forget that "highest" use does not stand as a lone criterion for development and that "BEST" use needs to consider the right of existing neighborhoods to continue with a quality of life that we have grown to expect as long-time residents who have been holding it down in the core while holding up property values, frequently while the City spends its time worrying about attracting shiny new development. If we can slow progress of this and other neighborhood -insensitive development, we may at least be able to work with the City to craft some solutions that will allow redevelopment in core neighborhoods while not --• the pain -point • their residents. , Feel free to forward to anyone • know who may be interested in this issue. Wyaft, Julie A. From: Ellen Ryfle I'll Sent: Sunday, FMM71-9, 2017 To: Hunt. Randy@gmail.com; Mauladad, Munal; Wazny, Kathleen; Briggs, Keely G; Bagheri, Sara; Watts, Chris; Hilernan, Todd My name is Ellen Ryfle and I lived/owned a house in this neighborhood for almost 20 years. I was on the original steering committee to prevent the building of an apartment complex in the middle of a single family neighborhood in the 1800 block of W. Oak St. We worked extremely hard to protect this neighborhood and h deserves to continue to be protected. I support a 6 month moratorium for the evaluation of best use zoning of residential neighborhoods. 1100% support residents' need for time to evaluate the best use zoning of the Scripture SRO plan and any other properties in the city. This neighborhood will always be under attack because of growth surrounding the University and it needs to be protected. The residents are the backbone of this city and they need to be treated as such. We work hard all of our lives to own and maintain our homesteads and then a developer comes in, the city grants their zoning changes and we lose value of our property and we lose our neighborhood culture. Our city council REPRESENTATIVES need to seriously think about the residents in our community and what is best for us. We need to stand our ground as a city that cares about our residents and our quality of life and sto 1, catering to the Corporations that come to our city. We need to stop changing zoning to make some big conglomerate money. V T$411� I Ellen Ryfle riarwood St. Denton, Texas 762 Ellen Wyatt, Julie A. From: Mauladad, Munal Sent: Wednesday, February 22, 2017 1:29 PM To: Wyatt, Julie A. Subject: FW: Scripture SRO Rezoning Munal Mauladad I Director Department of Development Services Office: (940) 349-8313 1 Fax: (940) 349-7707 215 W. Hickory Street, Denton, Texas 76201 http:Hwww.citvofdenton.com _11toinsom YF. From: Bradetich, Jeffre Sent: Wednesday, February 22, 2017 1:21 PM To: - ; Mauladad, Munal <Munal.Mauladad@cityofdenton.com>; Wazny, Kathleen <Katl7leen.Wazny@cityofdenton.com>; Briggs, Keely G <Keely.Briggs@cityofdenton.com>; Bagheri, Sara <Sara.Bagheri@cityofdenton.com>; Watts, Chris <Chris.Watts@cityofdenton.com>; Hileman, Todd <Todd.Hileman@cityofdenton.com> Cc: Gregory, Dalton R <Dalton.Gregory@cityofdenton.com>; Raschen, Gudrun <Gudrun.Raschen@unt.edu> Subject: Scripture SRO Rezoning Dear City of Denton Planning and Zoning Commission, I am not able to attend tonight's meeting where the rezoning of my neighborhood is being discussed and considered, thus I share my concerns in writing. My wife, Gudrun Raschen, and I live in and own our home at 301 Normal St. just a few houses south of the property being considered for rezoning for a new mega -apartment complex. We chose this home because it is a beautiful 1910 two-story historic home in walking distance to our jobs at UNT. We have enjoyed living in what is a very quiet neighborhood even though it is in the heart of student house rentals. The thought of a mega — 5 story apartment complex next door raises many concerns. The increased density of population would adversely affect noise, safety, parking and pollution concerns. Perhaps most disconcerting is the size of the proposal. Such a behemoth would certainly not fit this neighborhood of single story homes. Having lived in a number of cities that keep quality of life at the forefront of their growth and development decisions (Eugene, Oregon; Evanston, Illinois and Ann Arbor, Michigan) the City of Denton should take the lead from these beautiful, progressive and fiscally thriving cities and fully consider what could be done with this space. Our city is hurting for need of green space and neighborhood parks and an expanded historic district. With this type of opportunity at our doorsteps, I ask that the Planning and Zoning Commission delay any decision until a thorough and futuristic evaluation can be made. Sincerely Yours, Jeff Bradetich Wyaft, Julie A. From: Carolyn Barnes Sent: Sunday, February 19, 2017 10:13 PM To: Mauladad, Munal Subject: Moratorium Good morning. I urge the City of Denton to institute a six-month rezoning moratorium for the evaluation of best use zoning of residential neighborhoods. This is an important quality of neighborhoods issue that deserves careful study. Thank you. Carolyn Barnes Sent from my Pad vatt, Julie A. From: Warren Lunt Sent: Saturday, Feb uary 18, 2017 11:43 AM To: Mauladad, Munal Subject: Stop apartments please. To all P/Z committee members, Please, I beg you, to deny the request for the high density apartments on Scripture. This area is some of the most affordable house in Denton. Culturally, it has historically been the incubator for so many musicians and artists. This apartment complex will be the first domino in the destruction of this neighborhood. Many of us, who went to UNT have fond memories of this neighborhood. Please preserve it for further generations. Thank you, Jane Piper -Lunt, Denton Sent from my iPhone Wyatt, Julie A. From: Mauladad, Munal Sent: Thursday, February 23, 2017 8:21 AM To: Wyatt, Julie A. Subject: FW: Information regarding Z16-0023 FYR Munal Mauladad I Director Department of Development Services Office: (940) 349-8313 1 Fax: (940) 349-7707 215 W. Hickory Street. Denton. Texas 76201 http://www.cityofdenton.com DENTON From: Jennifer Lan Sent: Wednesday, !TT"!"w To: Mauladad, Munal <Munal.Mauladad@cityofdenton.com> Subject: Re: Information regarding Z16-0023 Dear Mr. Mauladad, SRO's are a terrible idea in that area. Traffic congestion alone should wake people up and put a stop to it. This particular proposal is unwelcome in the neighborhood as it does not fit with the existing buildings and would adversely impact property values and traffic. It requires a change in zoning and I don't think it offers enough to be granted that. Jennifer Lane Denton, Texas On Tue, Feb 21, 2017 at 12:27 PM, Mauladad, Munal<Munal.Mauladad(cr�,cityofdenton.com> wrote: Good afternoon, Thank you very much for your response. We appreciate your feedback and hope to see you at the P&Z Commission meeting tomorrow night. The 1.3 acre subject property is currently zoned Downtown Residential 2 (DR -2) District. The applicant is requesting to rezone the site to Downtown Commercial General (DC -G) District and Wyatt, Julie A. From: Mauladad, Munal Sent: Thursday, February 23, 2017 3:42 PM To: Wyatt, Julie A. Subject: FW: 6mo rezoning moratorium Munal Mauladad I Director Department of Development Services Office: (940) 349-8313 1 Fax: (940) 349-7707 215 W. Hickory Street, Denton. Texas 76201 http://www.cityofdenton.com 1 From: Lisa Alvarez Sent: Monday, February 20, 2017 4:53 AM To: Mauladad, Munal <Munal.Mauladad@cityofdenton.com> Subject: 6mo rezoning moratorium I support a 6 month rezoning moratorium for the evaluation of best use zoning of residential neighborhood, att, Julie A. From: Mauladad, Munal Sent: Thursday, February 23, 2017 8:21 AM To: Wyatt, Julie A. Subject: FW: Information regarding Z16-0023 FYR Munal Mauladad I Director Department of Development Services Office: (940) 349-8313 1 Fax: (940) 349-7707 215 W. Hickory Street= Denton. Texas 76201 http://www.citvofdenton.com DIWl"ON From: Jennifer Laiiensmomagoommmm Sent: Wednesday, February 22, 2017 10:54 PM To: Mauladad, Munal <Munal.Mauladad@cityofdenton.com> Subject: Re: Information regarding Z16-0023 Dear Mr. Mauladad, SRO's are a terrible idea in that area. Traffic congestion alone should wake people up and put a stop to it. This particular proposal is unwelcome in the neighborhood as it does not fit with the existing buildings and would adversely impact property values and traffic. It requires a change in zoning and I don't think it offers enough to be granted that. Jennifer Lane Denton, Texas On Tue, Feb 21, 2017 at 12:27 PM, Mauladad, Munal<Munal.Mauladad(a,cityofdenton.com> wrote: Good afternoon, Thank you very much for your response. We appreciate your feedback and hope to see you at the P&Z Commission meeting tomorrow night. The 1.3 acre subject property is currently zoned Downtown Residential 2 (DR -2) District. The applicant is requesting to rezone the site to Downtown Commercial General (DC -G) District and I Code (DDC) that states you cannot replat a property to create an unbuildable lot if it meets the 2 minimum lot requirements. Chair Strange withdrew his question due to a conflict of interest with 3 this item and recused himself. 4 5 Hayley Zagurski, Assistant Planner, presented Public Hearing item 4B. Zagurski stated staff did 6 have reservations with this project since it would create an isolated zoning district. The developers 7 submitted an application to rezone the remaining area of Neighborhood Residential Mixed Use 8 (NRMU) to Community Mixed Use General (CM -G), therefore, staff now recommends approval. 9 10 Commissioner Taylor questioned if this development would be required to improve the perimeter 11 roads. Earl Escobar, Engineering Development Review Manager, stated Highway (HWY) 377 and 12 Farm—to-Market Road (FM) 1830 are both Texas Department of Transportation (TXDOT) roads 13 so the applicant would not be required to improve those roads. Escobar stated both HWY 377 and 14 FM 1830 are currently in the process of being improved. Commissioner Taylor requested a 15 timeline on the improvement. Escobar stated the utilities are currently being relocated the street 16 improvements should begin shortly thereafter. Escobar stated he believes it should be during the 17 summer of 2017. 18 19 Commissioner Hudspeth questioned if there has been a Traffic Impact Analysis completed in 20 regards to the congested traffic along Hobson Lane. Escobar stated the City of Denton requested 21 to have a signal light installed, however, TXDOT denied the request. He stated a lot of the 22 congestion will be eliminated after the installation of the right -turn only lane. 23 24 Commissioner Ellis questioned what Hobson Lane is classified as on the future Denton Mobility 25 Plan. Escobar stated it is considered a four (4) lane divided roadway. Commissioner Ellis requested 26 the reason why staff denied this request and then had a change of mind. Munal Mauladad, Director 27 of Development Services, stated when staff received this zoning request, staff's recommendation 28 was unfavorable. She stated from a land use perspective, this hard comer should be looked at 29 comprehensively, and therefore the whole tract should be zoned CM -G instead of NRMU. 30 31 Mauladad stated staff voiced their concerns with the applicant who agreed and submitted an 32 application for a zoning change, which is why staff's recommendation was changed from denial 33 to approval. Commissioner Ellis stated she has an issue with CM -G being in this area in general. 34 There was no further discussion. 35 36 Chair Strange announced Public Hearing items D and E have been withdrawn. 37 38 Chair Strange called a recess at 5:38 p.m. Chair Strange reconvened the Work Session at 5:50 p.m. 39 40 Julie Wyatt, Senior Planner presented Public Hearing item 4C. 41 42 Vice -Chair Taylor questioned if a buffer would be required. Wyatt stated during the site plan and 43 building permit process, staff would review if there are any adjacent single-family residential 44 properties, which could then potentially require a buffer. 45 PA 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 Commissioner Hudspeth stated he feels this was the closest available property the applicant could locate near the University of North Texas. Wyatt stated due to the existing zoning patter this is just a continuation of what is already in the area. Commissioner Hudspeth questioned if the applicant could develop with the current zoning. Mauladad stated the applicant is rezoning so the property will have one consistent zoning district. Commissioner Ellis questioned how this lot ended up having a split zoning. Wyatt stated the existing building on the lot was built in the early 1980's, and was built over the property line which had different zoning districts. Commissioner Beck questioned how the Downtown Commercial -General (DC -G) zoning classification ended up within this neighborhood. Wyatt stated during the City wide rezoning in 2002, staff reviewed what was on the site along with the historical zoning. At that time the area was primarily office uses. Wyatt stated this site was previously the Flow Hospital and the surrounding area was medical related offices. Commissioner Beck stated he believes the proposed request wouldn't have as much of a negative impact to the neighborhood if it were located off of Eagle Drive or to the west. Mauladad stated that is something the Commission could consider recommending, however from the Planning Division standpoint, staff is only looking at the purposed zoning request. Chair Strange closed the Work Session at 6:28 p.m. REGULAR MEETING The Planning and Zoning Commission convened in a Regular Meeting on Wednesday, February 22, 2017 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 opened the Regular Meeting at 6:45 p.m. 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag Chair Strange stated Public Hearing items 4D and 4E have both been postponed and continued to the March 8, 2017 meeting. 2. CONSIDER APPROVAL OF THE PLANNING AND ZONING COMMISSION MINUTES FOR: A. Consider approval of the Planning and Zoning Commission meeting minutes. Vice -Chair Devin Taylor motioned, Commissioner Larry Beck seconded to approve the February 8, 2017 meeting minutes. Motion approved (5-0). Vice -Chair Devin Taylor "aye", Commissioner Larry Beck "aye", Chair Jim Strange "aye", Commissioner Margie Ellis "aye", and Commissioner Gerard Hudspeth "aye". 3 I Chair Strange stated the Commission has a house keeping item and the Commission would need 2 to return to Public Hearing item 4A. Chair Strange recused himself due to the conflict of interest. 3 4 Jennifer DeCurtis, Deputy City Attorney, stated she was just notified that Public Hearing item 4A 5 was closed. DeCurtis stated the Commission will need to motion to reopen the Public Hearing so 6 it does not have to be re -noticed. 7 8 Commissioner Gerard Hudspeth motioned, Commissioner Larry Beck seconded to reopen and 9 postpone agenda item 4A to a date curtain of March 8th° 2017. Motion approved (4-0). Vice -Chair 10 Devin Taylor "aye", Commissioner Larry Beck "aye", Commissioner Margie Ellis "aye", and 11 Commissioner Gerard Hudspeth "aye". 12 13 Chair Strange called a Recess at 8:05 p.m. 14 Chair Strange reconvened the Regular meeting at 8:19 p.m. 15 23 Lee Allison with Allison Engineering Group, at 44011-35 Suite 102, Denton Texas 76207. Allison 24 stated due to some information that transpired after this item was noticed, he is requesting this item 25 to be postponed until the March 8, 2017 meeting. Chair Strange requested legal advice. Jennifer 26 DeCurtis, Deputy City Attorney, stated the Commission can motion to postpone this item. 27 DeCurtis also informed the audience that they are able to hold their comments until March 8, 2017 28 meeting so the entire Commission would be in attendances or they could go ahead and speak now 29 and then the Commission could do a subsequent motion after the Public Hearing. 30 31 Vice -Chair Taylor questioned the applicant what information came to into place that would require 32 a postponement. Allison stated there is some confusion with building heights and setbacks within 33 residential areas. He would like to allow time to clarify this information with staff. Commissioner 34 Hudspeth requested to allow the citizens who wished to speak to voice their comments. 35 36 DeCurtis advised the Commissioners to motion then allow the citizens to speak. 37 38 Commissioner Gerard Hudspeth motioned, Commissioner Larry Beck seconded to postpone 39 Agenda item 4C and continue the Public Hearing to a date curtain of March 8, 2017. Motion 40 approved (5-0). Vice -Chair Devin Taylor "aye", Commissioner Larry Beck "aye", Commissioner 41 Margie Ellis "aye", and Commissioner Gerard Hudspeth "aye", Chair Jim Strange "aye". 42 43 The following individuals spoke during the Public Hearing: 44 Paul Nelson, 1914 West Oak Street, Denton TX. Opposed to this request. 45 Michelle Lynn, 1401 Egan Street, Denton TX. Opposed to this request. 46 Craig Clifton, 720 Ector Street, Denton TX. Opposed to this request. I Mary Anderson, 924 West Oak Street, Denton TX. Opposed to this request. 2 Patricia Lyke, 1109 Egan Street, Denton TX. Opposed to this request. 3 Randy Hunt, 722 West Oak Street, Denton TX. Opposed to this request. 4 Jacqueline Fuertsch, 1401 Egan Street, Denton TX. Opposed to this request. 5 Kim McKibben, 1306 West Hickory Street, Denton TX. Opposed to this request. 6 Bryan Morrison, 305 Mounts Avenue, Denton TX. Opposed to this request. 7 8 Chair Strange read into the record for the individuals that did not wish to speak: 9 John Wright, 912 West Oak Street, Denton TX. Opposed to this request. 10 Chris Flemmons, 1322 Egan Street, Denton TX. Opposed to this request. 11 John Warren, 1109 West Congress, Denton TX. Opposed to this request. 12 13 Commissioner Beck stated in the applicant narrative he did not see a Traffic Impact Analysis 14 (TIA). Commissioner Beck questioned if a TIA had been completed or if one will be completed. 15 Wyatt stated the Engineering Department has provided staff with some preliminary numbers at 16 this time in regards to the traffic count. 17 18 Earl Escobar, Engineering Development Review Manager, stated the applicant presented a brief 19 summary of what the traffic impact would be. Escobar stated it's not as detailed as staff expected. 20 Escobar stated staff hopes the applicant would be able to shed a little more light when they come 21 back to present their case. 22 23 Commissioner Beck requested for Allison to consider finding another location for this 24 development. 25 N 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 Vice -Chair Taylor questioned if the wall would follow the lot line. Zagurski stated yes it will follow the souther lot line. Commissioner Hudspeth questioned if there would be signage along Fort Worth Drive. Zagurski stated she is unsure what the intent is for the entire campus, however, the only signage so far is on the first building. Commissioner Sullivan questioned if the water treatment pond is being built for future use or for current development. Zagurski stated at this time it is just for this phase. Commissioner Beck questioned the sidewalks in this area. Zagurski stated yes there will be sidewalks along Fort Worth Drive and sidewalk connectivity in front of the building. Earl Escobar, Engineering Development Review Manager, stated with the expansion of Highway 377 the sidewalks will be updated. Mauladad asked the Commission if they had any questions regarding Public Hearing item 5B. Vice -Chair Taylor questioned if these lots were planned for commercial use. Zagurski confirmed. Hayley Zagurski, Assistant Planner, presented Pubic Hearing item 5C. Commissioner Beck questioned if Hudsonwood Drive will carry through to Mayhill Road. Earl Escobar, Engineering Development Review Manager stated Hudsonwood Drive will extend through the property and tie into Mayhill Road. Zagurski presented Public Hearing item 5D. Zagurski stated 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, subject to the following conditions: 1. the proposed multi -family developments will comply with attached Site Plans and Landscape Plans. 2. The proposed multi -family developments will meet or exceed the requirements of DDC 35.13.13.2; however, EIFS and HDO board shall be permitted only as accent building materials limited to 10% of the total building facade. 3. Only monument and building signage shall be used along Hudsonwood Drive. Signs shall be designed in accordance with the dimensional requirements in Chapter 33 of the Code of Ordinances. Commissioner Rozell questioned if the rezoning from Regional Center Commercial Downtown (RCC -D) to Regional Center Residential 2 (RCR-2) was to eliminate the need for the commercial requirements. He also asked if the Specific Use Permit (SUP) is to eliminate the need for mixed- use development. Zagurski stated there are two (2) limitations that are applied under RCC -D; one of the limitations carries over into RCR-2 and allows mixed-use development or an SUP. Commissioner Beck stated he would like to see a park area or green space development within the area. Chair Strange called a recess at 5:50 p.m. Chair Strange reconvened the Work Session at 5:57 p.m. Julie Wyatt, Senior Planner, presented Public Hearing item 5E. 3 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 Wyatt stated staff recommends approval of the request, as Downtown Commercial General (DC- G) is compatible with the surrounding zoning patter. Rezoning the property to DC -G District would consolidate the zoning on property under common ownership in order to permit redevelop under consistent zoning regulations. Potential incompatibilities between development associated with the request and adjacent property would be addressed through site design considerations required in the DDC. The proposal is consistent with the goals and objectives of the Denton Plan 2030. Chair Strange recused himself due to a conflict of interest with Public Hearing item 5A. Mauladad requested Jennifer DeCurtis, Assistant City Attorney, to provide guidance regarding the discussion for Public Hearing item 5A. DeCurtis provided legal requirements for this Commission during the review of this item. This is time for the Commission to review staff's recommendation and provide feedback. DeCurtis stated the Local Government Code requires a residential replat to take place as a Public Hearing item. DeCurtis stated restrictive convents cannot be enforced by the City of Denton. The platting is completely irrelevant to the restrictive convents; a properly platted lot does not affect any amendment or removal of a restrictive convent for those purposes. Commissioner Rozell questioned the notification issues. Mauladad stated staff utilizes the current tax rolls received from the Denton County Appraisal District. There was no further discussion. Vice- Chair Taylor closed the Work Session at 6:40 p.m. Commissioner Hudspeth left the meeting following the completion of the Work Session. REGULAR MEETING The Planning and Zoning Commission convened in a Regular Meeting on Wednesday, March 8, 2017 at 6:30 p.m. in the City Council Chambers at City Hall, 215 E. McKinney at which time the following items were considered: NOTE: The Planning and Zoning Commission reserves the right to adjourn into a Closed Meeting on any item on its Work Session or Regular Session agenda consistent with Chapter 551 of the Texas Government Code, as amended, including without limitation, Sections 551.071-551.086 of the Texas Open Meetings Act. Chair Jim Strange called the Regular Meeting to order at 6:50 p.m. 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag Chair Strange stated Public Hearing item 5A would be the last item heard during the Regular Meeting. .19 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", and Commissioner Margie Ellis "aye". Chair Strange called a recess from 8:06 p.m. to 8:20 p.m. E. Hold a public hearing and consider a request by Majid Hemmasi, Beta Mu, LLC, and Swan - Wells P/S Ltd. to rezone approximately 3 acres from a Downtown Residential 2 (DR -2) District to a Downtown Commercial General (DC -G) District. The property is generally located 185 feet south of the Scripture Street and Normal Street intersection. This item was continued at the February 22, 2017 Planning and Zoning Commission meeting. (Z16-0023, Park 7, Julie Wyatt). Chair Strange opened the public hearing. Julie Wyatt, Senior Planner, presented Public Hearing item 5E. Staff recommends approve of this request. Commissioner Rozell questioned why part of this lot is zoned Downtown Residential -2 (DR -2). Wyatt stated she is unaware why DR -2 was chosen for this area during the City wide rezoning that tools place in 2002. Commissioner Sullivan questioned what staff considers a walkable distance. Wyatt stated staff considers it about a fifteen minute walls. Applicant, Paul Levine, 461 Park Avenue S. Floor 4, New York, New York 10016, provided a presentation. Commissioner Beck questioned if Levine would be opened to an overlay district. Levine stated the three-story density with the proposed parking requirements would not work in terms of economic feasibility. Commissioner Beck questioned Levine if he has looked anywhere else within the City to develop. Levine stated they have looked, however, there are not many affordable options. Commissioner Rozell stated for clarification purposes, if the zoning change is not approved then the applicant could develop a ten -story building per the existing zoning category. Levine confirmed. Commissioner Hudspeth arrived to the Regular Meeting at 9:00 p.m. Jennifer DeCurtis, Assistant City Attorney, stated the Commission is able to recommend a mixed- use overlay to the zoning change. Applicant, Lee Allison, 4401 North I-35, Denton, Texas provided a presentation. The following individuals requested to speak during the public hearing: Mary Anderson, 924 West Oak Street, Denton, Texas 76201. Opposed to this request. Randy Hunt, 722 West Oak Street, Denton, Texas 76201. Opposed to this request. John Warren, 1109 West Congress Street, Denton, Texas 76201. Opposed to this request. Annette Ramsay, 722 West Oak Street, Denton, Texas 76201. Opposed to this request. 10 I Patrice Lyke, 1109 Egan Street, Denton, Texas 76201. Opposed to this request. Lyke questioned 2 if it is typical for the Historic Preservation Officer to go tour these properties and provide their 3 feedback for various projects. Roman McAllen, Historic Preservation Officer, stated he was called 4 to come visit the site, since it is situated between two (2) historic districts. He stated he likes to 5 come out and offer his knowledge for the area and/or property. McAllen provided his feedback 6 regarding the local Historic Districts and properties. Lyke stated the density needs to decrease with 7 the proposed project and area, it also needs to include some commercial uses for the neighbors that 8 walk everywhere. 9 10 Deb Almintor, 2003 Mistywood Lane, Denton, Texas 76201. Opposed to this request. 11 Paul Metzler, 1914 West Oak Street, Denton, Texas 76201. Opposed to this request. 12 Kevin Bradshaw, 2052 Collins Road, Denton, Texas 76210. In support of this request. 13 Jennifer Lane, 152 Willowwood Street, Denton, Texas 76208. Opposed to this request. 14 Bob Clifton, 2052 Collins Road, Denton, Texas 76210. Opposed to this request. 15 Tim Gieringer, 1108 West Congress Street, Denton Texas 76201. Opposed to this request. 16 17 Chair Strange read Public Hearing cards into the record for individuals that did not wish to speak: 18 Christy Koons, 3318 Clydesdale Drive, Denton, Texas 76210. Opposed to this request. 19 John Bennet, 818 West Oak Street, Denton, Texas 76201. Opposed to this request. 20 Warren Lunt, 4211 North I-35, Denton, Texas 76207. Opposed to this request. 21 John Morris, 918 West Oak Street, Denton, Texas 76201. Opposed to this request. 22 23 Chair Strange closed the Public Hearing. 24 25 Vice -Chair Devin Taylor stated he feels DC -G is not a good zoning district for this area. 26 27 Commissioner Beck recommended making a motion to approve this request with an amendment 28 with an overlay that limits the building height and no more than three -stories tall. DeCurtis stated 29 you don't want to down zone and not go below 45 feet on the overlay. Commissioner Ellis stated 30 this development does not belong in this area and this lot should have been rezoned a long time 31 ago. Chair Strange stated he appreciates the applicant coming in with something at a lesser density 32 than what it is currently zoned. 33 34 Chair Strange motioned to approve with an overlay. Chair Strange stated there is an issue with 35 adding the overlay because the notice was only for the DR -2 property. 36 37 Chair Strange continued to state the Commission legally cannot add the overlay to the DC -G. 38 39 Allison stated if an overlay was proposed it could not be for the whole property. Chair Strange and 40 DeCurtis stated that is correct. Levine questioned the time frame if they decided to bring it back. 41 Mauladad stated depending on the meeting schedule it will be at least 30 to 45 days. DeCurtis 42 stated they are unable to include the DC -G because it was not a part of the public hearing notice. 43 44 Chair Strange withdrew his motion. 45 46 Chair Strange called a recess from 10:55 p.m. to 11:10 p.m. 11 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 Mauladad clarified the request was over notified which included the property to the north. Mauladad continued if the Commission wants to add an overlay district, they have the opportunity to do so. DeCurtis clarified the property was notified in the newspaper and the agenda including all three (3) acres with the current zoning for DR -2 on 1.3 acres and the current zoning for DC -G on 1.7 acres. Chair Strange requested clarification on the different heights of the building. Levine stated the outside perimeter is 46 feet. Chair Strange upped the height to 48 feet. Levine stated the second section height is 56 feet. Allison stated the amenity center at the highest point is 67 feet 11 inches. Chair Strange motioned to rezone 1.3 acres from DR -2 to DC -G so the entire site will be DC -G, and put an overlay on the entire site and the perimeter of the building to not exceed 48 feet. The next staggered cap would be at 58 feet and continue with the maximum slope up to 70 feet. Commissioner Rozell requested Earl Escobar, Engineering Development Review Manager, to look at traffic and infrastructure, because the biggest issue is the impact on the thoroughfares. Chair Jim Strange motioned, Commissioner Andrew Rozell seconded to approve to rezone 1.3 acres from DR -2 to DC -G so the entire site will be zoned DC -G, and put an overlay over the entire site on the perimeter of the building not to exceed 48 feet. The next staggered cap would be at 58 feet and continue with the maximum slope up to 70 feet. Motion denied (2-5). Commissioner Andrew Rozell "aye", and Chair Jim Strange "aye". Vice -Chair Devin Taylor "nay", Commissioner Larry Beck "nay", Commissioner Steve Sullivan "nay", Commissioner Margie Ellis "nay", and Commissioner Gerard Hudspeth "nay". Mover: Vice- Chair Devin Taylor motioned, Commissioner Larry Beck seconded to recommend denial to City Council for Public Hearing item 5E. Motion approve (5-2). Vice -Chair Devin Taylor "aye", Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Margie Ellis "aye", and Commissioner Gerard Hudspeth "aye". Commissioner Andrew Rozell "nay", and Chair Jim Strange "nay". This item was heard after Public Hearing Item 5E. Chair Strange recused himself due to a conflict of interest with this item. Hayley Zagurski, Assistant Planner, presented Public Hearing item 5A. Staff recommends approval of this request. Applicant, Steve Hale the applicant read a letter to the Commission. 12 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, REGARDING A CHANGE IN THE ZONING CLASSIFICATION FROM A DOWNTOWN RESIDENTIAL 2 (DR -2) ZONING DISTRICT AND USE CLASSIFICATION TO AN DOWNTOWN COMMERCIAL GENERAL (DC -G) ZONING DISTRICT AND USE CLASSIFICATION ON APPROXIMATELY 1.39 ACRES OF LAND GENERALLY LOCATED 185 FEET SOUTH OF THE SCRIPTURE STREET AND NORMAL STREET INTERSECTION IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; ADOPTING AN AMENDMENT TO THE CITY'S OFFICIAL ZONING MAP; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (Z16-0023) WHEREAS, Majid Hemmasi, Beta Mu, LLC, and Swan -Wells P/S, Ltd., the owners of approximately 3 acres of property legally described in Exhibit A and depicted in Exhibit B (hereinafter, the "Property"), have requested a change in the zoning district and use classification on 1.39 acres of the Property from a DR -2 District to a DC -G District in order to have a homogenous set of zoning criteria, to include building height, across the entire Property; and WHEREAS, on March 8, 2017, the Planning and Zoning Commission, in compliance with the laws of the State of Texas and after giving the requisite notices by publication and otherwise, have held due hearings and afforded full and fair hearings to all property owners interested in this regard, and have recommended DENIAL (5-2) of the change in zoning district and use classification; and WHEREAS, on April 4, 2017, the City Council likewise conducted a public hearing as required by law, and by supermajority vote hereby 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 district and use classification of the Property, have determined that the proposed use 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 by supermajority 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 for approximately 1.39 acres from Downtown Residential 2 (DR -2) District to Downtown Commercial General (DC -G) District. SECTION 3. The City's official zoning map is hereby amended to show the change in the zoning district and use classification for the Property. 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 , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY r.. BY: ;' �rr Exhibit A ^.+. M, 0 0 �AIUIOZIIO Being a 1.242 acre tract or parcel of land lying and situated in the E. Puchalski Survey, Abstract No. 996, City of Denton, Denton County, Texas, being part of a tract of land conveyed to Bryan Property Investments, Ltd. In a Special Warranty Deed, as recorded in File No. 200400000612 of the Real Property Records of Denton County, Texas And Being all that certain lot, parcel, or tract of land situated in the E. Puchalski Survey, Abstract Number 996, City of Denton, Denton County, Texas, being a resurvey, as occupied and monumented on the ground, of that tract of land described by Deed to Bobby G. Morris, as recorded in Volume 1690, Page 529, of the Deed Records of Denton County, Texas. And Being all that certain tract, lot or parcel of land situated in the E. Puchalski Survey, Abstract Number 996, City and County of Denton, Texas, being all of 2 tracts: a called 60X115 foot lot described in a deed from Edith L. Clark to T.M. Cunningham on June 5, 1944 and recorded in Volume 306, Page 337, and the adjacent West '/z of an abandoned 20 foot alley described in a deed from the City of Denton to T.M. Cunningham on October 16, 1969 and recorded in Volume 593, Page 90, Deed Records of said County. BEGINNING at the Northwest corner of a called 1.242 acre tract of land thence North 90 degrees 00 minutes 00 seconds East a distance of 263.67 feet; Thence South 00 degrees 00 minutes 00 seconds East a distance of 10.02; Thence North 90 degrees 00 minutes 00 seconds East a distance of 104.16; Thence South 00 degrees 25 minutes 28 seconds East a distance of 73.47; Thence South 89 degrees 32 minutes 13 seconds West a distance of 175.81; Thence South 00 degrees 22 minutes 13 seconds East a distance of 126.66; Thence North 90 degrees 00 minutes 00 seconds West a distance of 189.40; Thence North 01 degrees 04 minutes 45 seconds West a distance of 211.59 feet to the PLACE OF BEGINNING and enclosing 1.242 acres of land more or less. M PARK GROUP V 3 z U)STUDENT PRELIMINARY PLAT yY r 3 `�u I��J®n hEQ �cs9�>,are ox zszo� rgx(sacl HOUSING` neo siI�z Engineering 8 CITY OF DENTON, DENTON COUNTY, TEXAS ri. _ mem roup ,°„ „ „me.,<<<a a S SITE BOUNDARIES m atann!ng [ommuNtles-.1N9-q the 5ystems rhnt Serve Them Z16-0023 Site Location Z16-0023 Zoning Map Z16-0023 Future Land Use Map SITE Future Land Use Neighborhood / University Compatibility Area I o zso soo oFeet Parcels Low Residential Commercial Roads Downtown Denton Government/ Institutional Downtown Compatibility Area a Parks / Open Space 0 CI Neighborhood Mixed Use DENTON( D Development Services a GIS Dace: 2/17/2017 Ithe offDento�n and have been msdeos da abrte tonthe pUb chbasedr on the Pub is II a of onC itctoThUe n n of Denton) mskeseeveey effort to peoduceesnd publish the mostpeu rerentUsndtsccuuste in formatPon pooss le. No warPantiesthexpressed or lmplled, are provided for the data herein, Its use, or Its Interpretation. Utilization ofthis map Indicates understanding and acceptance of this statement. II Z16-0023 Proposed Zoning Map Downtown Residential 2 (DR -2) Permitted Uses RESIDENTIAL: Agriculture, Single-family Dwellings, Accessory Dwelling Units, P Attached Single-family Dwellings, Dwellings above Businesses, Live/Work Units, Duplexes, Community Homes for the Disabled, Fraternity or Sorority House, Dormitory L(7) Livestock L(5) Multi -Family Dwellings COMMERCIAL: P Home Occupation L(9) Bed and Breakfast L(15) Retail Sales and Service, Professional Services and Offices L(38) Temporary Uses SUP Administrative or Research Facilities, Broadcasting or Production Studio INDUSTRIAL: SUP Veterinary Clinics L(27), SUP Gas Wells INSTITUTIONAL: Parks and Open Space, Churches, Semi -Public Halls, Clubs, and P Lodges, Adult or Child Day Care, Kindergarten, Elementary School, Middle School SUP Basic Utilities, Medical Centers, WECS (Free-standing Monopole Support Structure), WECS (Building Mounted) P = Permitted, L(#) = Permitted with a Limitation, SUP = Specific Use Permit LIMITATIONS: L(5) = Within this district the density of apartments will be calculated as one (1) bedroom equating to one-half (5) unit. 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(8) — Travelers' accommodations, are permitted, provided that: 1. The business -owner or manager shall be required to reside on the property occupied by the accommodation, or adjacent property. 2. That each accommodation unit shall have one (1) off-street parking space, and the owners shall have two (2) parking spaces. All spaces shall be in conformance with the requirements of the Off -Street Parking section of this Chapter. 3. That only one (1) ground or wall sign, constructed of a non -plastic material, non -interior illuminated of four (4) sq. ft. maximum size be allowed. Any exterior illumination of signage shall be installed such that it does not directly illuminate any residential structures adjacent or nearby the travelers' accommodation. 4. That the number of accommodation units allowed shall be proportional to the permitted density of the zone. Each traveler's accommodation unit shall be counted as 0.6 units for the purpose of calculating the permitted number of traveler's accommodations. 5. All traveler's accommodations shall be within two hundred (200) feet of a collector or arterial. Street designations shall be as determined by the City Comprehensive Plan. Distances shall be measured via public street or alley access to the site from the arterial. 6. Excluding the business -owner's unit and the area of the structure it will occupy, there must be at least four hundred (400) sq. ft. of gross interior floor space remaining per unit. 7. Traveler's accommodations are limited to no more than eight (8) guest units. L(9) = All restrictions of L(8), but limited to no more than fifteen (15) guest units. L(15) = Uses are limited to no more than five thousand (5,000) square feet of gross floor area per lot. An SUP is required for additional square footage for Semi -Public Halls, Clubs and Lodges. 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 Downtown Commercial General (DC -G) Permitted Uses RESIDENTIAL: P Agriculture, Attached Single -Family Dwellings, Dwellings Above Businesses, Live/Work Units, Community Homes for the Disabled, Fraternity or Sorority L(7) House, and Dormitory Livestock L(5) Multi -Family Dwellings SUP Group Homes COMMERCIAL: Home Occupation, Hotels, Bed & Breakfast, Retail Sales and Service, P Restaurant, Private Club, Bar, Professional Services and Offices, Laundry Facilities, Indoor Recreation, Administrative or Research Facility, and Broadcasting of Production Studio L(20) Auto and RV Sales L(28) Commercial Parking Lots L(38) Temporary Uses SUP Movie Theaters, Drive-through Facility, Quick Vehicle Servicing, Vehicle Repair, Major Event Entertainment, INDUSTRIAL: P Printing/Publishing, Bakeries, L(36), SUP Wholesale Sales, Distribution Center/Warehouse, General L(27), SUP Gas Wells INSTITUTIONAL: P Community Service, Parks and Open Space, Churches, Semi -Public Halls, Clubs, and Lodges, Business/Trade School, Adult or Child Day Care, Colleges, Conference/Convention Centers, Hospital, Elderly Housing, Medical Centers, and Mortuaries SUP WECS (Free-standing Monopole Support Structure), WECS (Building Mounted) P = Permitted, L(#) = Permitted with a Limitation, SUP = Specific Use Permit LIMITATIONS: L(4) — Multi -Family is permitted only: 1. With a Specific Use Permit (SUP), 2. As part of a Mixed -Use Development; or 3. As part of a Master Plan Development, Existing; or 4. If the development received zoning approval allowing multi -family use with one (1) year prior to the effective date of Ordinance No. 2005-224; or, 5. If allowed by a City Council approved neighborhood (small area) plan. 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(11) — Limited to sit down only, and no drive up service permitted. Limited to no more than one hundred (100) seats and no more than four thousand (4,000) square feet of restaurant area. L(14) — Uses are limited to no more than ten thousand (10,000) square feet of gross floor area. L(17) — Uses that exceed twenty-five thousand (25,000) square feet of gross floor area per use require approval of a SUP. L(21) — Baking and Bottling areas not to exceed two thousand five -hundred (2,500) square feet. Sales on premise of products produced required in the same zone. 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 Zoning District Comparison Chart DR -2 DC -G Residential Uses Single-family Dwellings P N Accessory Dwelling Units P N Duplexes P N Group Homes N `; ur") Commercial Land Uses Hotels N P Bed and Breakfast L(9) P Retail Sales and Service L(15) P Movie Theaters N `; jr') Restaurant N P Private Club N P Bar N P Drive -Through Facility N `; jr') Professional Services and Offices L(15) P Quick Vehicle Servicing N `; jr') Vehicle Repair N `; jr') Auto and RV Sales N L(20) Laundry Facilities P P Indoor Recreation N P Major Event Entertainment N `; r') Commercial Parking Lots N L(28) Administrative or Research Facilities `; jr') P Broadcasting or Production Studio `; jr') P Industrial Land Uses Craft Alcohol Production N L(12) Printing/Publishing N P Bakeries N P Wholesale Sales N SUP/L(36) Wholesale Nurseries N SUP/L(36) Veterinary Clinics `; jr') P Institutional Land Uses Basic Utilities `; jr') Community Service N P Business/Trade School N P Adult or Child Day Care P P Kindergarten, Elementary School P N Middle School p N Colleges N p Conference/Convention Centers N it Hospital N p Elderly Housing N p Medical Centers S j:,") p Mortuaries N p General Regulations Minimum Lot Area (square feet) 4,000 none Maximum Density 30 150 Maximum Lot Coverage 75% 85% Minimum Landscaped Area 25% 15% Maximum Building Height 45 feet 100 feet Allison 44ol N. 1-35, Suite 102 Engineering Denton, TX 76207 GroupFax: Office: 940.380.9453 940.380.9431 Planning Communities - Designing the Systems That Serve Them www.ae-grp.com TBPE Firm #: 7898 January 17, 2017 City of Denton Planning Department City Hall West 221 N. Elm St. Denton, TX 76201 Re: Z16-0023 Zoning Change Request 1401 & 1519 Scripture, 326 & 328 Normal, Denton, TX R #'s 35011, 35015, 34991 & 34989 AEG #: EVP1601 Prosect Description Summary The existing property at 1519 Scripture is an abandoned nursing home that is approximately 40 years old. It was most recently operated as a Group Home. The structure is outdated. There is another building on the corner at 1401 Scripture that was formerly doctors' offices and other medical related businesses. It is also dated. The two structures on Normal were originally residential structures that have been converted to student housing. The property is about two blocks from the University of North Texas and is easily within walking distance from campus and retail/services/entertainment along West Hickory and Avenue A. Due to the close proximity to the UNT campus and the fact that much of the site is already zoned DC -G, the site is a good candidate for redevelopment as university compatibility in the form of student housing. The current DC -G zoning on part of the property and DR -2 on the balance would allow an 8 to 10 story building on the north side and a 4 to 5 story on the south side. Both buildings would include parking structures to accommodate the required parking. However, the proposed plan is to raze the 5 existing buildings and replace them with one building that would step up from 4 stories to 5 stories. The purpose of rezoning part of the lot would be to develop a structure that would spread the existing permitted density over a larger area, resulting in a building that would be 5 to 6 stories less in height than the current zoning allows. There will be a central, wrapped parking structure with connecting apartments. The development will target UNT students, but enrollment at UNT will not be required to reside within the development.. A fairly detailed concept plan for a multifamily development has been prepared. The 4 lots will be re -platted as one lot. Currently, the DC -G and DR -2 zoning line bisects the larger (1.88 acre) lot. This cuts right through the existing vacant group home. This application is intended to rezone the entire lot to be DC -G, as well as the 2 lots on Normal to DC -G. S:1PlanninMProiei CtSl201 i CasesUi&ooz� Park 7Mevised Narrative�Proiect Narrative Page 1 of 7T 011 .doc nt-e3t i..in.i it . Site History • A Pre -design application was submitted on Wednesday, September 14, 2016. • A neighborhood meeting was held on October 5, 2016. • A second neighborhood meeting was held on December 7, 2016. Surroundine Property Uses Page z of 7 The site zoning is split between Downtown Commercial General (DC -G) and Downtown Residential 2 (DR -2). The area is fully developed and in a condition of transition as older facilities are being repurposed for short term uses and redeveloped as university compatibly mixed uses. The future land use is in the blended transition between Community Mixed Use to the north and Neighborhood University Compatibility to the south. Generally the existing zoning and land uses of the surrounding area includes: Direction Zoning Existing Land Use Future Land Use SITE DC-GIDR-2 Vacant Assisted Community Mixed Ilse/ Living/Commercial/Residential Neighborhood/University Compatibility North NRMU-12 Commercial/Residential Community Mixed Use North East NRMU-12 Multi -family Community Mixed Use East DC -G / DR -2 Commercial/Multi-family Community Mixed Use/ Neighborhood/University Compatibility South East DR -2 Multi -family Neighborhood/University Compatibility South DR -2 Multi -family Neighborhood/University Compatibility South West DR -2 Multi -family Neighborhood/University Compatibility West DC -G / DR -2 Single Family/Multifamily Community Mixed Use/ Neighborhood/University Compatibility North West NRMU Medical/Commercial Community Mixed Use A map of the surrounding existing land uses is provided on Attachment 1. Existing Site Conditions The site is in a fully developed older part of the City. Many properties are in various stages of transition or even redevelopment. Primary infrastructure is in place including water, sanitary sewer, streets, drainage, electric, etc. Oi A Page 3 of 7 Proposed Site Conditions The proposed infrastructure will be essentially the same as the existing. Scripture is classified as a Commercial Collector and is identified for shared lanes with bicycle traffic. Sharrows will be added as appropriate per the City's Pedestrian & Bike component of the Denton Mobility Plan. Solid waste will be via trash compactors that will be accessed fully on site without interfering with local traffic or any on street dumpsters. The site will be surrounded on the streets with sidewalks in accordance with the City's mobility plan. Applicant proposes 8 foot sidewalks on all three sides. Power will be installed underground around the perimeter of the site (not on the opposite side of the streets). Area lights on the buildings will illuminate the pedestrian areas along the streets. A 6 to 10 foot landscape buffer is proposed on all three fronts. Additionally three large landscape insets are proposed on the Scripture frontage and two smaller landscape insets on Normal Street. Consideration of the pressure of the existing water distribution system is needed. It may be necessary to include water pressure maintenance facilities in the design. The parking garage will be located internal to the site. A special area will be provided for secure bicycle parking/storage and electric vehicle charging. Denton Plan 2030 The initial guidance document to the community is the Denton Plan 2030. This document lays out the general perspectives and goals that are ultimately brought to reality via the zoning, platting and building permit processes. Our review indicates that this site is highly compatible with the land use goals in the plan. In summary our reasoning in part is presented below: This compact growth facility will help meet the university's student housing needs and relieve pressure on the Denton multi family housing market. The development will also relieve pressure on area parking requirements and will reduce the daily commuter traffic demands. • It will blend the transitional needs of the community, established neighborhoods and university in an area that has been identified for transition, has seen some transition and is experiencing some decaying properties that are prime for revitalization and redevelopment. The architecture incorporates some of the local historic architecture features, ties with the university character, redevelops an unattractive site and adds streetscape in the immediate area. The proposed project relates to many of the goals and objective of the Denton 2030 plan. They include: Page 4 of 7 • Compact growth. • Purposely revitalize area (Redevelop abandoned institutional use to University/Neighborhood use with streetscape). • Strengthen neighborhood to support area needs. • Grow with balance, meeting the needs of university, its students and reducing the demand to convert single family home to student rentals. • Housing diversity (including university students). • University/Neighborhood transition. • Grow with purpose by encouraging surrounding properties, particularly similar uses, to reinvest in their properties, repairing, maintaining, improving and upgrading older facilities. Proposed Mitigation Measures for Nuisance Abatement Trash compactors will be located on site and generally screened from the surrounding area. Garbage will not be spilling over the area and into the streets and neighborhoods. Dumpsters will not be located on the streets and garbage trucks will not inhibit traffic flow during operations. Also, existing on street parking will not interfere with garbage collection at the site. The parking garage will stack the parking lot on several stories and not be spread out over a large massive area. The vehicles will be hidden from the neighborhood by the living units and noise will be muffled by the building until the vehicles arrive at the exit and enter the street. Outdoor amenities spaces will be central to the development and will not be visible from the street to ensure noise mitigation from outdoor activities. Generally the site is compatible with the future land us plan and the university nature of the surrounding area. Neighborhood Development Themes/Character Walking the neighborhood provides a good perspective of the character of the neighborhood and any development themes that may have evolved over time due to planning or by incident. The land use and architecture is eclectic with a variety of uses and styles. Generally the area started out as single family homes constructed in the 50's and 60's. Many of those homes have been demolished and replaced with apartment complexes. Now there is a wide variety of two story apartments, three story apartments, businesses, single family homes converted to businesses, single family homes converted to student housing, single family rental homes and single family homes. Of the single family homes immediately adjacent to the site there is one home that has a homestead exemption and appears to be owner occupied. All other immediately adjacent properties appear to be rental properties. When walking the surrounding area a number of development features tend to define the nature of the area. They include: • A variety of architecture. • A variety of land uses (mixed use). • Treed streets. • Continuous sidewalks. • Overhead utility poles. • Dumpsters along the streets. • Parking lots visible from the streets. • Various condition of the properties with several in very poor condition. The existing site tends to detract from the neighborhood character by fault of its: • Parking lots visible from the street. • Overhead utility poles. • Lack of street trees and landscaping. • Poorly lit sidewalks (pedestrian areas). • Poor condition of the structures. • Lack of vibrant pedestrian and bicycle environment due to the vacant buildings. • Activity associated with the vacant buildings. Page 5 of 7 Attachment 2 is a set of photographs from the immediate area depicting the conditions indicated above. The proposed site will enhance the existing character in part by virtue of: • Replacing the street side parking with a parking garage, having a smaller footprint and not visible from the street. • Eliminating the numerous and sometime continuous access drives along the streets. • Eliminating the overhead utility poles and replacing with underground utilities along the site frontage. • Constructing an 8 foot sidewalk around the site to better accommodate the pedestrian traffic. • Including a 6 to 10 foot (greater along Scripture) landscape buffer along all street sides. • Adding street trees in the right of way where allowed. • Including an on-site trash compactor that is hidden from street view. • Improve neighborhood safety and business viability through increased pedestrian and bicycle traffic. • Provide stimulus for neighborhood landlords to reinvest in their properties. These features planned into the project should allow the new development to fit in to the surrounding uses and be very compatible with future uses as the area continues to transition in accordance with the Denton Plan 2030. The proposed site plan is included in Attachment 3. Development Drivers The University of North Texas (UNT) is the primary driver of development and redevelopment activities in this general area. Student housing, services and recreational needs are the more common needs. There is also interest in housing and services for UNT faculty and staff. Besides the usual university sporting and entertainment venues, UNT also generates a spin off interest in its music training. Denton has a growing interest in music and brewery establishments as well as unique eating establishments. In addition to its music and sports emphasis, UNT was recently recognized as a Tier 1 Research Institution thus adding to its recognition across the country. UNT is poised to be the primary factor in area development and transition for many years to come. Oi A Page 6 of 7 Universitv of North Texas Campus Master Plan UNT completed a master plan update in 2013. Excerpts from the master plan are attached in Attachment 4. The student population is projected to increase from a 2013 enrollment of 36,000 to an enrollment of 45,000 by 2020. Campus housing will eventually be provided for twenty five percent (25%) of the student enrollment. This results in about 11,250 students housed on campus and 33,750 students either: • Living of campus in adjacent neighborhoods and walking/biking to campus • Living off campus in remote developments and driving or taking mass transit to campus. • Living in other cities and driving or taking mass transit to campus. The master plan indicates that UNT will rely on private sector development and redevelopment in the surrounding areas to provide much of the unmet needs for student, faculty and staff housing as well as for many of the related support services such as recreation, entertainment, shopping, etc. Historical Site/Area Significance There are not any city, state or national registered historic resources, sites or buildings in the general area. There are two historic districts in this section of the City. The Oak -Hickory District is located about 1,370 feet to the south east and the West Oak Historic District is located about 640 feet to the west. The relative location of the project and these historic districts are depicted on Attachment 5. Economic Impact • Current property value is $1,336,349 (approximately $32,300 in annual property taxes) • Proposed property value is $30,000,000-$35,000,000 • Proposed project will generate substantial property tax revenue (estimated at $750,000-$900,000 per year) that will benefit the City, County and School District, but not utilize School District resources • Roadway impact fees - Yes • Water impact fees - Yes • Sewer impact fees - Yes • Local economy during construction o Contractors o Labor o Materials o Sales Tax o Hotels o Restaurants Neighborhood Meetings Park7 conducted two neighborhood meetings. The first was to introduce the conceptual project and to obtain feedback from the community. The second was to present the proposed project to the community and to seek final input regarding the nature of the project. The following community concerns were expressed during these meetings. We have strived to list all concerns expressed by the neighbors regardless of whether or not they are directly related to this project. Page 7 of 7 • Proximity to historical districts. • Insufficient parking in the area. This was identified as an issue for the University and the City to resolve. • Insufficient enforcement of parking in the area. • Building height • Parking that blocks or inhibits the ability of Solid Waste to service dumpsters in the area. • Traffic • Future improvements to Scripture Street. • Dust and noise created during construction. • Capacity of existing infrastructure. • Impact upon surrounding businesses. Park7 vowed to bring these issues to the attention of the City during the public meetings. Zoning The Denton Plan 2030 and the zoning ordinance identify this area as a transitional area that is expected to accommodate in part the needs of the university and the surrounding community. The request is to expand the DC -G zoning to cover the entire site. The DC -G zoning already allows for a 100 foot tall building. The other existing zoning of DR -2 allows for a 45 foot tall building. Even with the zoning allowing a 100 foot tall building, the residential protections built into the zoning ordinances limit the building height adjacent to residential uses or zones to 40 feet along the perimeter. Rezoning the DR - 2 zoned portion of the site to DC -G would allow the density already permitted on the existing DC -G portion of the site to be spread over the entire 2.8 acres and not be restricted to the existing 1.4 acre DC -G zoned portion. This would result in a building that is 4 stories and steps up to 5 stories instead of 4 stories that would step up to 10 stories on the DC -G portion of the site. Illustrative concepts plans for the two options are provided in Attachment 3 and Attachment 6. Respectfully Submitted, Allison Engineering Group Lee K. Allison, P.E., FNSPE ,3� U 50 1 1 =�91 MOMMI Iii, � Umme See image map on page 9 1. Scripture and Malone East 2. Scripture and Malone North-West 3. Scripture and Normal East: Site North Side 5. Scripture and Normal South: North-East Corner of the Site Looking South on Normal 4. Scripture and Normal North-West 6. Scripture and Lovell North-West Page 1 of 9 11 7. Scripture and Lovell North-East 9. Scripture and Lovell North-East 11. Scripture and Bryan North-East: Adjacent 8. Scripture and Lovell North-East: Adjacent Commercial Building North of the Site 10. Scripture and Bryan South: Streetscape Looking South on Bryan from North-East Corner of Site 12. Scripture and Bryan East: Streetscape Page 2 of 9 11 13. Scripture and Bryan South -East 15. Scripture and Bryan South -East: Adjacent Commercial Building North-East of the Site 17. Bryan West: Site Streetscape to Be IR"IMM 14. Scripture and Bryan West: North-East Corner of Site Looking West on Scripture 16. Bryan West: Site Streetscape to Be Removed 18. Bryan East: Apartments Page 3 of 9 11 19. Bryan South: Streetscape Looking South on Bryan 21. Bryan North: Streetscape Looking North on Bryan 20. Bryan West: Apartments 22. Bryan East: Apartments Page 4 of 9 11 25. Brvan East 27. Bryan West: Apartments 28. Bryan East: Apartments 29. Bryan East: Apartments 30. Bryan West: Apartments Page 5 of 9 11 31. Bryan West 35. Oak and Normal South-West: Apartments Oak St. 32. Oak and Bryan North: Streetscape Looking North 36. Oak and Normal North: Normal Page 6 of 9 11 37. Normal West: Apartments 38. Normal East: Apartments rtments 41. Normal East: Streetscape and Apartments 40. Normal West 42. Normal West: Streetscape and Page 7 of 9 11 43. Normal North: Streetscape Looking North on Normal 44. Normal East: Site Residential to Be Removed 45. Normal East: Site Apartments to Be 46. Normal West Removed 47. Normal South: Streetscape Looking South on Normal Page 8 of 9 11 Attachment 2: Image Map 0 100 200 400 Poge 9 of 9 SCALE: 1 "=200' r J W W J z i Ii i.tksi ttachment 4 J nnL#I:lAcltfin%:T&-U uI n UNNERITY OF NORTH TEXK, JU....... . . . . MIMS,ii EM j- 1 , , � A ,r 2013 Camps Master Plan 6-2 C11"), M P�-J ZZ3, M 1, J "The stewardship of this special place and the continuing creation and evolution of these places is the ultimate purpose of the master plan.99 Jarnes M. Maguire UNT ystern Vice Chancellor for Facilities Planning and Construction and Chief Architect GOALS + PRINCIPLES A master plan physically expresses the mission of the University. The plan must be forward- looking and, at the sarne tirne, based on today's pragmatic realities. It must balance a visionary and realistic approach to the growth and future development of the carnpus.Tb focus and ground the planning process, goals were established for the 2013 update as follows: Master Plan Goals: * Support strategic initiatives and the Strategic Plan's "bold" goals & Accommodate enrollment growth & Enhance carnpus circulation and connectivity & Improve carnpus identity and sense of place (especially at gateways and edges) Reinforce UNT carnpus character, quality and sense of place, with integrated design standards for architecture, landscape, hardscape, site furnishings, lighting and sustainability This plan update builds on and advances the frarnework established by the 2005 Campus Master Plan, strengthening and reinforcing the principles underlying past carnpus plans, while Et. dressing the changing needs of today's carnpus and projections for the future. The 2005 plan aimed to accommodate 41,000 students by 2015, while the 2013 update anticipates 45,000 toja e nrollment beyond 2020 (current enrollment at the start of this plan update was 36,000). In conjunction with the master planning process, UNT undertook a Campus Space Assessment to confirm the enrollment growth projections and better define the academic, research and student life facilities required to support that growth. 6-3 1,3', 2005 ("'AMPUS MASTE"R PLAN The 2005 Campus Master Plan for the University of North Texas set a development strategy and vision for the University's Denton and Eagle Point campuses looking toward 2020.The plan includes projections for academic facilities, housing ane ) parking facilities forthe target enrollment of 41,000 Is tudents. It offers an open space and landscape rarnework, building siting recommendations, circulation and parking recommendations, architectural and landscape guidelines and a general implementation strategy. The master plan was intended tri provide a framework for decision- making as the University moved forward with a 2004, Strategic Plan outlining major new prograrn and facilities initiatives to support planned growth. Goals identified for the campus master plan in 2005 that are still relevant include the following: Develop a master plan based on sustainable design principles Develop a vision that supports the academic and research mission of the university Develop an open space framework to accommodate future growth Engage the [penia neighborhood and the City of Denton to transform the campus into a unique district within the city & Develop an integrated transportation strategy Develop strategies to integrate the Eagle Point with the main campus Establish campus boundaries and consistent design guidelines for architecture and landscapes Provide the services and amenities to support the various population groups of the C11"), m P�-J ZZ3, m 1, J 110011 Pic3n, Or, S The 2005 plan was based on the underlying framework of the 2002 plan which established a strong framework for campus development. Therefore, the 2005 planning process began with the goals and objectives from 2002, as follows: • Increase of 50 percent growth in facilities on the Denton campus • Maintain a walkable campus by keeping academic facilities within a 10-1 5 -minute walk • Respond to the needs of nontraditional, married, adult and full-time/part-time students • Balance distance learning, off-carnpus learning centers, other "connectivity" options Promote collaboration by integrating undergraduate and graduate learning, research and faculty with academic facilities Identify land acquisition priorities; public/ private redevelopment opportunities *11= Establish environmentally sensitive, pedestrian oriented connections with parking on the perimeter, restricted traffic in the core Provide for high-quality landscape and visual unity through attractive campus gateways, defined campus edges, and continuity of pedestrian and landscape spaces Supply architectural guidelines for scale, materials and design objectives It is worth noting the continuing thenen underlying more than a decade of planning: pedestrian oriented, walkable environments, with high quality open space and landscapes. While each plan addresses growth and the changes of different time periods, both the 2002 and 2005 plans focus on improving the quality of the campus environment through similar priorities. In The histories of the University of North Texas campus and the City of Denton have been intertwined since the new teachers training school or normal college was established in 1890. Originally, the campus was served by trolley lines on Hickory Avenue and Avenue C, providing a direct connection to downtown Denton to the east. Tr day regional transit is increasingly important to the campus, including the light rail A -Train connecting Denton to Dallas and the Link connection from the Denton CountyTransportation Authority QCTA) station to downtown and the campus. Even though transit options have expanded, Interstate - 35 continues to be the major driver of growth for both the campus and the city. N o r 1 I, Ii The northeast edge of the campus abuts three historic districts: the Oak-ldickory Historic District, Fry Street District and West Oak Historic District. Since 2005, these neighborhoods have witnessed several new development projects, including student housing and mixed-use buildings incorporating ground level cornmercial/retail and structured parking. While the proposed projects present concerns for these historicneighborhoods, they can be seen as complementary to the growth of the campus by offering the town gown interaction sought by students. The University and city meet regularly to develop collaborative approaches to encouraging desirable, quality new development (or redevelopment) near the carnpus, while minimizing impacts on the adjacent residential neighborhoods and historic districts. S , - ( "" - -,-,Eol-e I)evelopnr--en-, 4 South ref 1-35, the campus is adjacent to Denton neighborhoods whose residents actively turned out for the community workshops associated with this update. The 2005 planning team concentrated much of its efforts on this precinct, working with the adjacent [penia neighborhood. Accordingly the 2013 update did not restudy this area and the 6-5 C11"), m P�-J I""';, m J plan reflects implementation of the earlier plan. Consistent with the 2005 plan, a new hotel and conference center facility along the 1-35 south frontage road is in the development and approvals phase with the city. This project is a private -public partnership that complements the stadium use and other UNT programs. 1-135 Exp,,ins"'On' In"IpactS a�"'("' EUM4' The future 1-35 expansion and modernization project was reflected conceptually in the 2005 plan. But now that the 1-35 plans are further developed and the project is moving into the implementation phase, the campus master plan must respond to the changes considering both the it and longer-term impacts in many areas including: on campus access and circulation, gateways and identity when approaching the campus, and the overall campus edge and future growth and development opportunities along the interstate. The Texas Department of Transportation (T'XDoT') will expand the 1-35 corridor between Dallas and Denton. This $4.8 -billion project will improve and widen 28 miles of the highway, including the entire frontage along the UNT'carnpus and its interchange with 1-35W. Currently two lanes in each direction, the interstate will be expanded to four regular and two toH/HOV lanes in each direction. As a result, erg properties will be acquired for the expanded right-of-way (ROW). No University facilities will be affected by the proposed ROW expansion and the the updated campus plan incorporates the new ROW into the campus edges. Generally, the 1-35 improvements will increase safety by elongating on and off ramps to allow for better transitions. The current plans show erg exits relocated and others completely removed. Once these changes are fully implemented, the primary campus exits corning from the south will be Avenue A, North Texas Boulevard and Bonnie Brae; and from the north, Bonnie Brae. Notably the bridge at North Texas Boulevard will be reoriented (shifted west to be perpendicular to the interstate) and access reduced. 0 Tlie most visible public edge to the campus is adjacent to I® where a combination of landmarks, signs and monuments, along with views across mostly green open space with sports and rec facilities conveys the UNT "green" brand. But parking lots, utility poles and service drives around the offier perimeter edges detract from campus views and any sense of nature on the campus edges. In most areas, the UNT parking lot restriction signs are the most visible evidence that you liave reaclied the campus. With the exception of the southern approach from the interstate, streets leading into the campus do not liave gates or formal markers. Sidewalks with a planting strip between the street and sidewalk extend around most of the campus. Pie east, south and west edges of the campus are dominated by parking lots, where a consistent landscape buffer is lacking. Low walls or fences to screen the lots while maintaining siglit-lines for security could drarnatically improve these campus edges. Pie addition of consistently spaced street trees and UNT'standard pedestrian -scale liglits witli banner poles could make a big difference on the major streets lining the edges of the campus. Hickory Street is the historic nortliern edge of campus leading into downtown. Psis tree -lined, active college street provides a sliady edge to the campus but would benefit from more consistent street lights, paving, and landscaped buffers at parking lots. Pie northeastern corner of the campus is being transformed by new development with street level retail and student liousing above. Psis area offers opportunities for the University and city to encourage a Mglier-quality, mixed- use district directly adjacent to the campus arts precinct. Pie planned College of Visual Arts and Design Building could also be an opportunity to engage the town gown edge and create a unique pedestrian gateway into the campus. 6-7 C11"), m P�-J ZZ3, m 1, J UN I parking signs mark the northwest (,;orner of the (,;ampus, ft(,;h Avenue, parking lots on the east edge of the (,;ampus, Avenue C at Eagle 1 -)rive on the south edge of the (,;ampus. North texas Boulevard W Ni i v E F V 0 "': Ni 0 N X UNNERITY OF NORTH TEXW, SITE IMAY J ................ 48 60 LA N D B U I L D I N'(""'I U S E, In many ways, the UNT campus is a typical American campus with a time -tested organization and hierarchy. Its compact core of acadernic uses centers on an administration building, library and student union; housing surrounds this core; and athletics, student recreational facilities and parking occupy the edges of the campus. Researc/t 3b", {,int Theoriginal historic blocks of the campus still form the acadernic heart of the University.The northeast edge of the campus has been constrained by adjacent historic districts; therefore, campus growth has mostly been to the south and west. On the east side of the campus, Welch Avenue forms the edge, even though parking lots, Greek® life houses and sorne clinical outreach programs are located immediately east of Welch. The diagram on the opposite page illustrates Prow the campus has grown to the west over the years, even stretching the acadernic core (although the acadernic uses south of 1-35, should Leo relocated closer to the campus center). The concentration of acadernic functions helps both students and faculty engage, making it easier to connect and interact. Recent acadernic and research buildings, including Life Sciences and the Business Leadership Building, have increased density in the core. The 2005 Campus Master Plan recommended locating new acadernic buildings close to the core to reinforce the acadernic center of the University. Critical to student success are the support services and functions concentrated in and around the Administration Building, University Union and Eagle Student Services Center, and the acadernic support of the main library. Additions and renovations to these buildings, while logistically challenging, are sound strategies for retaining the central location and accessibility. C11"), m P�-J I""';, m J The diagram on the opposite page shows how student housing stretches across the campus, north and south of the acadernic core. New housing has been built to the north of the student recreation center and along Eagle, west of Avenue C. Grouping housing around student services, like the recreation center and Chestnut Hall wellness facilities, is a great way to build a sense of community. The 2005 plan recommended a variety of housing types, including traditional dorms, serni-suites and student apartments, for graduate and family housing. AN"'I"'s I p--11111 -1-11'- Most of the recreation and athletic functions are situated on the west side of the campus. These locations are highly visible and have excellent access from the interstate, but are located nearly one mile away and are therefore isolated and removed from the core of campus. The 2012 opening of the new pedestrian bridge over 1-35 is a huge step toward knitting the southern portion of the Eagle Point precinct into the core of the carnpus.The 2005 plan developed a new approach to this precinct and implementation continues to move forward successfully. As the new athletics facilities are completed, the old stadium buildings on Fouts Field are being demolished and the redevelopment plans for this area can start to be implemented. In light of those changes, the planning team re-evaluated plans for this area. The team considered options for phasing improvements and the longer range potential for increased building density and presence on this prominent campus edge. 6-9 49 'J D N R 0 L L IVI NT T'he UNT' carnpus in Denton is the flagship carnpus for the UNT' ystern and has seen remarkable growth in recentyears. In the 2005 Carnpus Master Plan, the anticipated enrolli-nent goal was 41,000 students. As the planning started, enrolli-nent was already reaching 37,000, exceeding expectations. 'othe 2013 rnaster plan, UNT' has set a ne tartlet enrolli-nent at 45,000. 1 An understanding of enrolli-nent growth and trends contributes to the developi-nent of space requests and projections by division and by college. T'he Space Assessi-nent confiri-ned that the University goal of reaching 45,000 students is achievable, but no sooner than 2020. Looking at historic enrolli-nent growth and taking into account enrolli-nent projections provided by the colleges, it is feasible to surrnise that UNT' rnay reach 45,000 students between the years 2020 and 2021. In order tri accornrnodatethese students, sufficient and appropriate facilities rnust be planned well in advance. A critical aspect of accorni-nodating enrolli-nent growth is providing sufficient housing and resident life facilities, especially for new students and freshrnan. Living on carnpus increases student engagernent and correlates to higher retention rates. UNT' set a target of housing 25 percent of the student body from carnpus, an increase fro the approxii-nately 18 percent currently housed on carnpus, 43,315 41,733 42,524 40,942 40,150 A-) fnn 37,776 40,385 39,072 39,729 37, 1 101 37,758 38,415 ---*--Based on Total Enrollment Based on Individual Colleges/Schools 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 Campus Spa(�;e Assessment, proje(�Jed enrollment 6-10 SITE C11"), m P�-J ZZ3, m 1, J More than 60 percent of the students living on campus are freshman, with sophomores making up another 25 percent of the residents. UNT has been expanding the number of suite and serni- suite units on campus, adding more than 700 beds since the 2005 Campus Master Plan was adopted. T T'lie 2005 plan recommended 3,000 additional] beds to support 41,000 student% the 2013 plan expands that number to support 45,000 students. The new honors housing building is all single rooms in suites and has a waiting list. Newer student housing with desirable amenities could help with recruiting, since these facilities are very important to prospective students. As the planning started in 2012, the biggest concern expressed was having enough beds to house the entire freshman class. UNT has expanded student housing goals, with a greater emphasis on undergraduate beds and firsme t tiin collegd e stuenthe s. T 2013 Update i' s sEets a target for house 25 percent of the student be dy on campus. Other Beds - TAMS, Graduate and Family Does not include renovationlreplacement of older housing The table above shows that more than 600 beds are needed immediately to meet the current demand and m approximately 600 new beds ust be built every five years to keep up with projected en rollment increases. The UNT campus is home to the Texas Academy of Math and Sciences (TAMS) prograrn and provides housing for those students as well as a small number of units for international students (included in the "Other Beds" category above). Since the demolition of the Bradley Street apartments, family housing is unavailable on campus and there is not sufficient graduate housing to support dernand. Family housing may be an area of growing demand as more veterans and adults return to college. [dousing is an auxiliary unit that is self-sustaining, housing income provides for ongoing facilities maintenance, so generally, the dorms are in good condition and include upgrades to improve efficiency, 6-12 �13'1 TOTAL UNDERGRADUATE UNDERGRADUATE OTHER TOTAL ENROLLMENT ENROLLMENT BEDS BEDS BEDS 2011 34,560 28,283 (.81%) 5,487 (.19%) 367 5,854 +663 +125 +778 2015 37,500 30,000 (80%) 6,150(20%) 492 6,642 +11,230 +172 +11,402 2020 41,000 32,800 (.80%) 7,380 (.22%) 750 8,044 +11,395 +213 +11,608 2025 45,000 35,100 (.78%) 8,775 (.25%) 850 9,653 E� +511 +3,800 More than 60 percent of the students living on campus are freshman, with sophomores making up another 25 percent of the residents. UNT has been expanding the number of suite and serni- suite units on campus, adding more than 700 beds since the 2005 Campus Master Plan was adopted. T T'lie 2005 plan recommended 3,000 additional] beds to support 41,000 student% the 2013 plan expands that number to support 45,000 students. The new honors housing building is all single rooms in suites and has a waiting list. Newer student housing with desirable amenities could help with recruiting, since these facilities are very important to prospective students. As the planning started in 2012, the biggest concern expressed was having enough beds to house the entire freshman class. UNT has expanded student housing goals, with a greater emphasis on undergraduate beds and firsme t tiin collegd e stuenthe s. T 2013 Update i' s sEets a target for house 25 percent of the student be dy on campus. Other Beds - TAMS, Graduate and Family Does not include renovationlreplacement of older housing The table above shows that more than 600 beds are needed immediately to meet the current demand and m approximately 600 new beds ust be built every five years to keep up with projected en rollment increases. The UNT campus is home to the Texas Academy of Math and Sciences (TAMS) prograrn and provides housing for those students as well as a small number of units for international students (included in the "Other Beds" category above). Since the demolition of the Bradley Street apartments, family housing is unavailable on campus and there is not sufficient graduate housing to support dernand. Family housing may be an area of growing demand as more veterans and adults return to college. [dousing is an auxiliary unit that is self-sustaining, housing income provides for ongoing facilities maintenance, so generally, the dorms are in good condition and include upgrades to improve efficiency, 6-12 �13'1 Per the 2005 plan, new residence halls are concentrated around existing housing and dining facilities to create student communities close to recreation, services and amenities. The 01 plan identifies sufficientsites and capacity to accommodate more than the 3,300 new beds required to meet UNT's target goals to house 25 percent of the 45,000 student targeted enrollment. More than 600 beds are needed immediately to meet the current demand,; approximately 600 new beds are needed every 4-5 years to keep up with projected enrollment increases. Tb meet the target, major housing sites are shown in the sarne locations as the 2005 plan, although the buildings proposed are somewhat larger and more densely arranged than in the previous plan. Tr,,,� Existing Maple Street housing is expanded with new dorms and courtyards lining Eagle Drive (replacing most of the existing parking lots) and creating a new image for this edge of the campus. Dining in this area is expanded with a dining roorn and patio on Avenue C to activate this entrance to the campus and connect with potential mixed-use development immediately south. An additional student residence hall is added to the [donors housing complex shaping the edge of Gateway Circle. Smaller housing buildings are shown on infill sites north of Maple and along Chestnut. They offer opportunities for unique programs bringing freshman students together based on shared interests. 'The plan for FoutsVillage includes significant new housing along the western extension of Highland, close to existing housing, dining and student recreation facilities. The buildings are organized around courtyards and quadrangles to create a new village appealing to sophomores and juniors. C11"), m P�-J ZZ3, m 1, J Honors HaH housing The second phase of Victory Village housing is also planned in the Eagle Point precinct south of 1-35. Because of its increased distance from the academic core, this location is considered more appropriate for sophomores and juniors than freshmen. 3 The plan also identified appropriate sites for graduate student apartments, married student or family housing, which is a growing need as more non-traditional students, veterans and older adults ursue college degrees in order to succeed in the job m b arket. These sites might lend themselves 10 to m public-private developent partnerships or rona rket-d riven private development. 6-14 The 2013 update continues implementation of the 2005 plan for parking and parking demand management strategies. Parking structures are in approximately the same locations as in the 2005 plan, close to major campus entrances or access routes and facilities with high event demand, such as the Coliseum and University Union. The 2005 plan provided 5,400 parking spaces in garage structures', currently there are only two parking garages on campus with a total of 1,582 spaces. The Highland Street Parking Garage in the 2005 campus plan was actually built smaller than planned, and a future expansion is illustrated in the new plan.The 2013 update adds approximately 5,300 spaces in parking garage structures, freeing up significant land area for new academic buildings and student housing. In 2013, approximately 12,150 parking spaces existed on campus. The 2013 plan adds approximately 5,300 spaces of structured parking and reccomends removing approximately 4,200 spaces for campus open space improvements and new buildings, resulting in a net increase of approximately 1,100 spaces for a total of 13,250 on-carnpus parking spaces. Tb address concerns about future parking demand, and the need for event parking, the planners identified surface lot development adjacent to campus and partnerships with other parking operators to provide of parking and shuttles to major events. Surface parking will continue to be an economic and pragmatic necessity into the foreseeable future. But the plan mitigates the impact of the larger surface lots by locating them where they can serve as event areas for game -day tail gating and convenient overflow parking when needed. The plan retains smaller parking lots throughout the campus with accessible parking spaces close to drop-off and pick-up areas. C11"), m P�_J 3, m J The 2013 update supports the Transportation Demand Management (TDM) strategies that were recommended in the 2005 plan, including the following: & -'ur, r, ort altm erative tnnr, as ortnatio- walking, biking and transit .® with new infrastructure and safety improvements & Increase on-carnnuS housinn Encourage new student housing development in close proximity to the campus or along transit routes I &fianac1e clncc CH1014 ules to distribute demand more evenly across the day and week; increase distance and online learning opportunities • Direct paid visitor parking to new parking structures • Zone parking to better distribute permits; move parking to the perimeter, enhance transit and pedestrian routes so drivers park once to reduce core campus traffic • Increase permit fees to encourage and support carpooling and transit use; use graduated permit fees to move parking to more distant or perimeter lots The 2005 plan noted that these strategies Pave successfully reduced campus parking requirements on a per -student basis, including parking permits, with corresponding increases in campus and city -regional transit ridership. Tb meet UNT sustainability goals, any large open parking areas could support photovoltaic solar installations. These panels could shade parking and of benefits like user comfort and lowered Peat island effect while extending the life of the parking surfaces and expanding on-carnpus renewable energy sources. 0 Historic Landmarks Fl=ffFF] FES EYE J FFNHM� Idpa- EYE] I I - LLLLLLJIFR � =fl 1�p Ell E: ¢ NUMBER DESIGNATION 1 H-1 u.� L1J 2H-4 3 H-5 4 H-6 5 H-7 w 6 H-8 7 H-9 8 H-10 9 H-11 I�'P n. 10 H-12 J a 11 11-13 12 H-14 13 H-15 0pl� gym„ p 14 H-16 15 H-17 16 H-18 17 H-19 E�LJ� 18 H-21 19 H-22 20 H-23 21 H-24 22 H-25 23 H-26 24 H-27 25 H-28 26 H-29 7 H-30 8 H-33 9 H-35 30 H-36 T H-37 ADDRESS 123 N ELM ST 607 PEARL ST 609 W OAK ST 722 W OAK ST 723 W OAK ST 812 OAK ST 1003 W OAK ST 1023 W OAK ST 1015WOAKST 610WOAK ST 1819 N BELL AVE 818 WOAK ST 819 W OAK ST 101 N ELM ST BURNED 1994 218 N LOCUST ST OAKWOODCEMETERV 1314 N LOCUST ST 110 WHI CKORV ST 221 N ELM ST 1555 LI NDSAV 703 BOLIVAR ST 619 GROVE ST 40D E HICKORY ST SWC E SVC. & BRADSHAW 217 EE ST 805B LIVARST APPROVED DATE 11R -120N I OCtAT ST 1 9120119RR 33 920 W 3/2/1993 4 9302 915W 6/15/1993 m bl 37 1 94-002 1 1004 W OAK ST 1 12/6/1994 R 40 2006-285 91' W OAK ST 9/26/2006 41 98-002 821 NLOCUST ST 3/17/1998 42 99-315 100 N LO CU ST ST 3/17/1998 43 99-313 421E HICKORY ST 9/7/1999 44 99-314 610 OAKLAND ST 9/7/1999 47 2007-201 2(44W OAK 9/18/2007 48 2008-065 122 N LOCUST ST 3/17/2003 49 201M13 322 TEXAS ST 5/4/2010 50 2012-189 903 W OAK ST 8/21/2012 51 2014-403 1108 W CO NOR ESS ST 11/18/2014 54 2015-029 924 W OAK ST 1 2/3/2015 I6 55 2015-147 1109 W CONGRESSST 1 5/5/2015 IE 57 1 2015-149 1 1011 W OAK ST 1 5/5/2015 r Il' OI � T 1� Legend Historic Landmarks Conservation ; N The City of Denton has endeared maps fir departmental use. These ere not Oficial maps efthe ° ° City of Denton and sh..H not be usetl forlegal, engineerng or s.,.yng purposes but rather for eference purposes. These maps are th p p rty f �7 E the cay of Denton and nave been mad _I m he the p bl b tl nth P bl f t A t. Th e a City fD t ke ry ffHhep tl d h thet t d t- f ton _ iC — C1�Y 6F Pt—mg De.payYln-t * ParCCl6 suxsxra,;..� H16t0n. Distriodt publ cu S pens bl N of P d o ,phed are ENTONi a..ua.a .,..,e'><..3^oa.�^^m.av<^•^^s Centerline We$t 0ak H16t0lIC i7 End ded for the data heren. is r its inte Mretatidn. Utilization of this mapindicates O 35O BOO 1'43ee unde,stand,ng and acceptance o fthis statement. a LL FJ Fffgffl®1 Z O O m e " e O ¢ " U w O _ e FJ Fffgffl®1 Z O O H O ¢ " U w O _ e FJ Fffgffl®1 Z O O H O ¢ U w O T e f T V W W w w -- & -ivvq � City Hall City of Denton 215 E. McKinney St. - Denton, Texas 76201 www.cityofdenton.com , DENTON Legislation Text File #: DCA17-0005a, Version: 1 AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM/ACM: Todd Hileman DATE: April 4, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding amending Subchapter 35.5 of the Denton Development Code by adding a Specific Use Permit (SUP) requirement for multi -family dwelling units in the Downtown Residential 2 (DR -2), Downtown Commercial Neighborhood (DC -N) and Downtown Commercial General (DC -G) zoning district and use classifications and adding a limitation L(44); providing for a penalty in the maximum amount of $2,000 for violations thereof, providing a severability clause, savings clause, and an effective date. The Planning and Zoning Commission recommends denial (5-1). A supermajority vote by Council is required for approval. BACKGROUND On November 8, 2016, the City Council discussed Collegiate Housing often referred to as Single Room Occupancy (SRO) developments. Included in staff's presentation were recommendations to add a definition for Collegiate Housing in Subchapter 35.23 and to add Collegiate Housing as a land use in Subchapter 35.5 with associated limitations to the Denton Development Code (DDC). As an alternative the Council directed staff to review the multi -family development standards as it relates to parking ratios, building height limitations, and neighborhood compatibility. On February 21, 2017, the City Council continued the discussion regarding Collegiate Housing and received a presentation with a recommendation to add an SUP requirement for multi -family dwelling units in the DR -2, DC -N and DC -G zoning districts. The City Council directed staff to proceed with preparing an ordinance. Per the DDC, any proposed Code amendment must follow the Zoning Amendment Procedure, which requires a dual public hearing held before the Planning and Zoning Commission and City Council in accordance with state law. CONSIDERATIONS: The City's housing stock currently comprises approximately 49,000 dwelling units, of which approximately 58 percent is single-family and 42 percent is multi -family. 2. Collegiate Housing developments are multiple dwelling units designed for college students. These developments are leased to students by the bedroom and generally include amenities that provide special features to students. The DDC does not specifically define Collegiate Housing and the use is categorized as City of Denton Page 1 of 5 Printed on 3/31/2017 povveied by I_egivt9i IN File #: DCA17-0005a, Version: 1 multi -family which is defined as "a structure that contains three (3) or more dwellings and any ancillary uses". 3. Multi -family is currently a permitted use in the following Zoning Districts or with an SUP and/or limitations: • Rural Commercial (RC) with an SUP • Neighborhood Residential Mixed Use 12 (NRMU-12) with a limitation L(4) • Neighborhood Residential Mixed Use (NRMU) with an SUP and limitation L(4) • Downtown Residential 2 (DR -2) with a limitation L(5) • Downtown Commercial Neighborhood (DC -N) with a limitation L(5) • Downtown Commercial General (DC -G) with a limitation L(5) • Community Mixed Use General (CM -G) with a limitation L(4) and L(6) • Community Mixed Use Employment (CM -E) with a limitation L(4) and L(6) • Regional Center Residential 1 (RCR-1) with a limitation L(4) • Regional Center Residential 2 (RCR-2) with a limitation L(4) • Regional Center Commercial Neighborhood (RCC -N) with a limitation L(4) and L(6) • Regional Center Commercial Downtown (RCC -D) with a limitation L(4) and L(6) L(4) = Multi -family is permitted only: 1. With a Specific Use Permit; or 2. As part of a Mixed -Use Development; or 3. As part of a Master Plan Development, Existing; or 4. If the development received zoning approval allowing multi -family use within one year prior to the effective date of Ordinance No. _2005-224; or 5. If allowed by a City Council approved neighborhood (small area) plan. L(5) = Within this district the density of apartments will be calculated as one bedroom equating to 0.5 units. L(6) = Permitted only on 2nd story and above, when an office, retail, or other permitted commercial use is on the ground floor along any avenue, collector, or arterial street, otherwise office or retail uses are not required. 4. The maximum building height for all developments is governed by the zoning district in which the building is located in and consist of the following: • RC: 65 feet • NRMU-12: 40 feet • NRMU: 65 feet • DR -2: 45 feet • DC -N and DC -G: 100 feet • CM -E and CM -G: 65 feet • RCR-1: 40 feet • RCR-2: 50 feet City of Denton Page 2 of 5 Printed on 3/31/2017 povveied by I_egist9i I;, File #: DCA17-0005a, Version: 1 • RCC -N: 65 feet • RCC -D: 100 feet • Special Purpose Overlay District(s): Dependent on the overlay conditions 5. The maximum lot coverage for all developments is governed by the zoning district in which the building is located in and consist of the following: • RC: 35% except for agricultural buildings • NRMU-12:60% • NRMU:80% • DR -2:75% • DC -N and DC -G: 80% • CM -E and CM -G: 85% • RCR-1:55% • RCR-2:75% • RCC -N: 85% • RCC -D: 90% • Special Purpose Overlay District(s): Dependent on the overlay conditions 6. Section 35.14.4.A.2 of the DDC provides parking standards for mixed density developments, which includes multi -family developments: • Efficiency/studio under 600 square feet 1.25 space/unit • 1 -bedroom units or efficiency/studio over 600 square feet 1.50 space/unit • 2 -bedroom units 1.75 space/unit • 3 -bedroom units 2.00 space/unit • 4 -bedroom units and more 1.00 space/bedroom • Retirement or senior living facilities 1.00 space/unit • Special Purpose Overlay District(s): Dependent on the overlay conditions 7. The Council's direction to review the multifamily development standards related to parking ratios, building height and neighborhood compatibility was a result of concern of the adjacency of multi -family developments to established residential neighborhoods, Historic Districts, and Special Purpose Overlay Districts and the impact of these and SRO developments. The areas of concern are primarily located within the DR -2, DC -N, and DC -G Districts which are typically found in Denton's urban core. The urban core area is depicted in Exhibit 1 - Denton Urban Core Zoning Map. 8. In order to be able to evaluate the physical impact of multifamily development in the urban core, it is recommended that an SUP be required for multi -family developments proposed within the DR -2, DC -N, and DC -G zoning districts. The SUP with the addition of limitation L(44) and the criteria under Subchapter 35.6 of the DDC would serve as the land use analysis tool to determine not just the appropriateness of the massing and scale of the proposed development but would also serve to determine the compatibility of the use as it relates to the surrounding zoning and land use pattern. An SUP would also enable the creation of an alternative parking ratio, maximum building height, and site design standards to mitigate potential compatibility impacts of the use on the surrounding land use pattern. City of Denton Page 3 of 5 Printed on 3/31/2017 povveied by I_egist9i I;, File #: DCA17-0005a, Version: 1 9. It is recommended that the following limitation be added for multi -family developments proposed within the DR -2, DC -N, and DC -G zoning districts. L(44) = Permitted subject to the approval of a Specific Use Permit using the criteria in Subchapter 35.6 of the Denton Development Code, which may include a discretionary analysis of height, density and compatibility. 10. Certain uses are only permitted by obtaining an SUP. Section 35.13.6 of the DDC provides provisions by which SUP applications are evaluated. This Section contains approval criteria to determine if the specific use conforms with the surrounding area. Using the approval criteria the City Council may approve the SUP if it finds that the specific use conforms, or the Council can impose conditions to ensure conformance. If applicable, an SUP application may require the submittal of a site plan, landscape plan or architectural elevations. The City Council can condition that the proposed development substantially complies with the proposed plans or elevations. Any alteration or expansion of the SUP must follow the same approval process in which the original SUP was approved. Additional information is provided in Exhibit 2 - Section 35.13.6. 11. The City recently selected Clarion to rewrite the DDC. Part of their scope of work is to review the DDC's development and design standards. A major task of their work will be to establish tailored standards for infill and redevelopment. OPTIONS 1. Approve as submitted 2. Approve subject to conditions 3. Deny 4. Postpone consideration 5. Table item RECOMMENDATIONS Staff recommends approval of the request to require an SUP with the addition of limitation L(44) for multi- family developments within the DR -2, DC -N, and DC -G zoning districts. The SUP and associated limitations would serve as the land use analysis tool to determine the appropriateness and scale of the multi -family development. The Planning and Zoning Commission recommended denial 5-1 indicating the proposed Code amendment did not specifically address collegiate housing, as an independent use, and associated impact on the neighborhoods located north of the UNT campus. It was stated that the SUP was not an appropriate tool to manage collegiate housing developments. They also concluded that adding an SUP requirement throughout the Denton Core was imposing additional cost and time to developers that want to build small scale multi -family developments. PRIOR ACTION/REVIEW (Council, Boards, Commissions) November 8, 2016, City Council Work Session February 21, 2017, City Council Work Session March 22, 2017, Planning and Zoning Commission Public Hearing City of Denton Page 4 of 5 Printed on 3/31/2017 povveied by I_egist9i I;, File #: DCA17-0005a, 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: Related Goal: growth EXHIBITS Economic Development 3.1 Develop targeted policies and incentives to achieve desired economic 1. Denton Urban Core Zoning Map 2. Section 35.6.1 3. Draft Ordinance 4. Staff Presentation Respectfully submitted: Munal Mauladad Director of Development Services Prepared by: Ron Menguita, AICP Long Range Planning Administrator City of Denton Page 5 of 5 Printed on 3/31/2017 povveied by I_egist9i I;, Denton Urban Core Zoning Map Subchapter 6 - Specific Uses 35.6.1. - General. Certain uses are permitted in each zoning district only by Specific Use Permit. This Subchapter provides standards by which applications for a Specific Use Permit are to be evaluated. No Specific Permitted Use may be established, enlarged or altered unless the City Council first issues a Specific Use Permit under the Zoning Amendment Procedure detailed in Subchapter 3. 35.6.2. - Procedure. Specific Use Permits are to utilize the procedure as referenced in Subchapter 35.3.4. of this code. 35.6.3. - Plan Requirements. A. A plan is required to be submitted for all Specific Use Permit applications in accordance with the Application Criteria Manual. B. An application for a Specific Use Permit may, but need not be, made concurrently with any required application for site design review under Subchapter 13. 35.6.4. -Approval Criteria. A Specific Use Permit may be granted if the City Council finds that the proposed use conforms, or can be made to conform through the imposition of conditions, with the following approval criteria. A. That the use would be in conformance with all standards within the zoning district in which the use is proposed to be located, and in conformance with The Denton Plan and federal, state, or local law. B. A Specific Use Permit shall be issued only if all of the following conditions have been met: 1. That the specific use will be compatible with and not injurious to the use and enjoyment of other property nor significantly diminish or impair property values within the immediate vicinity; 2. That the establishment of the specific use will not impede the normal and orderly development and improvement of surrounding vacant property; 3. That adequate utilities, access roads, drainage and other necessary supporting facilities have been or will be provided; 4. The design, location and arrangement of all driveways and parking spaces provides for the safe and convenient movement of vehicular and pedestrian traffic without adversely affecting the general public or adjacent developments; 5. That adequate nuisance prevention measures have been or will be taken to prevent or control offensive odor, fumes, dust, noise and vibration; 6. That directional lighting will be provided so as not to disturb or adversely affect neighboring properties; and 7. That there is sufficient landscaping and screening to ensure harmony and compatibility with adjacent property. C. That adequate capacity of infrastructure can and will be provided to and through the subject property. Page 1 D. That the Special Use is compatible with and will not have an adverse impact on the surrounding area. When evaluating the effect of the proposed use on the surrounding area, the following factors shall be considered in relation to the target use of the zone: 1. Similarity in scale, bulk, and coverage. 2. Generation of traffic and effects on surrounding streets. Increases in pedestrian, bicycle, and mass transit use are considered beneficial regardless of capacity of facilities. 3. Architectural compatibility with the impact area. 4. Air quality, including the generation of dust, odors, or other environmental pollutants. 5. Generation of noise, light, and glare. 6. The development of adjacent properties as envisioned in The Denton Plan. 7. Other factors found to be relevant to satisfy the requirements of this Chapter. 35.6.5. - Conditions. The conditions which the approval authority may impose include, but are not limited to the following. These conditions are in addition to the standards required in this Subchapter. A. Regulation and limitation of uses. B. Regulation of setbacks and spacing. C. Regulation of fences and walls. D. Requirement to submit a Development Plat, to insure the proper dedications and public improvements are made. E. Regulation limiting the magnitude of traffic generated. F. Regulation of points of vehicular and pedestrian ingress and egress. G. Regulation of signs. H. Regulation of building materials, textures, colors and architectural features. I. Regulation of landscaping, including screening and buffering where necessary to increase compatibility with adjoining uses. J. Regulation of noise, vibration, dust, odors or similar nuisances. K. Regulation of hours of operation and the conduct of certain activities. L. Regulation of the period of time within which the proposed use shall be developed. M. Regulation of the duration of use. N. Regulation of any environmentally sensitive areas as allowed under Subchapter 17. O. Regulation of any site development condition permitted by Subchapter 13. P. Such other conditions as will make possible the development of the City in an orderly and efficient manner and in accordance with the provisions of this Subchapter that are reasonable. 35.6.6. - Revocation; Abandonment. A. A Specific Use Permit shall expire if all required City permits for development are not obtained and construction, if applicable, has not commenced within twenty-four (24) months from date of approval. B. A Specific Use Permit may be revoked or modified, after notice to the property owner and a hearing before the City Council, for either of the following reasons: 1. The Specific Use Permit was obtained or extended by fraud or deception; or Page 2 2. That one or more of the conditions imposed by the Permit has not been met or has been violated. (Ord. No. 2009-148, § 2(exh. A), 6-16-2009) Page 3 ORDINANCf'. No, AN ORDINANCE OF THE CITY 01-' DENTON, Rt'...',GAIMANC; AM1,-NDIW1 SIRICHAPTIM 35J (As 1W, Df.,,NTON 13YADE VING A SPECIFIC',' USI:' I'T?,RMIT(SMIJ IWQIJIREMI.,,NTT`OR MIJI31TANDLY DWELLING UNITS IN 1.)C. WNTOWN RESIDEN' DAL 2 (DR -2), DOWNTOWN COMMIACIAT, NI,.'JG1-IB0RI100D (DC -N) AND DOWNTOWN COMM] RC'lAI, (J)C-G) /TONING mincyr ikND USE CLASSIFICAPON9 AhH3 AFYINNG A LIMITATION 44; P10OVIDING FCYR /A Pl.".NALTY IN MAXIMUM /%moijorr OF 52,000.00 I,'O.R VICTATIONS VROVIDING is SEVE1.2ABI13TY CLAUSP., SAVIN(.JS AND AN DKIT, pursuant to Ordinance No. 2002-040, the City Council of the City ol"Denton, Was adopted the Denton Development Code (the, "DJ.)C"),arld VVIJITEAS, the Chy desires to amend Subdnpter 350 ofthe L),DC by adding as Specific Use Penst (S1,JP) requirenlo"cit toy multi-41.imily dwelling; L11-litS in thel)owncown Residential 2 (DIZ-2), Downtown Con.irricreial Neighlakood (DQN) and Downtown Comt-nerdal General (DC -G) zoning district and use classifications; and WIII'.'.',R1.,,AS, on Novernber 4, 2016 and February 21, 2017, che City (,,ouncil discussed the issues surrounding collegiate housing in the downtown districts, which are oficil referred to as Sinlc Room Occupancy (SRO) developi-i-icriN and de, undried that an, SUP recluirernentfor multi- fainily rise would better suit the. area; and Te (11 desires to arae rid Subdwpw 35J to add an SI,JP reqUirernent Ior I-11111ti-Tarnily dwelli.rij,", units in, the DR -2, DC -N and DC41 zoninf.), disu,iets in order to address the coticern OF we adjacaicy of 11-lulti-family developments to esMbl Wed residential neighlborhoods, IINUirk ITstriels, and Special PLUI)OSO Overlay Disbiew an,d the impact of these anAl SRO d eve I ol-.nuents; and the STJT' would save as the Wid rase: analysis tool to dc[arnine not.just tile appropriateness ofthe massing and scale or we pn)[.)osed developmout but would also serve to &termine the compatibility ofthe use as it relates to the sunnunding zoning and land rise pattern with the addition of lArnkation, 44 (1,41) and the AM under Subchar)er 6 of the Denton, Development Code; and WIIf.,'Rl'..,',AS, after noticed published, a public headng was Held below the PMnAng and toning Wannission on March 22, 2017 in accordance idith himad and state; law and was DENJITI) by a vote of 5-1 vvith one inn-nher absent; and NVIII&REAS, the City held a hem:ing in twcordancc with local kind state law and heaky Ends by a supermQw-ity vote that: the anwn&nmV to SuhdmpWr 315 off1w 1T)C to add an SIR" reqnJinnient 1'01' I111,11ti-fiamily dwelling; units in the DR -2, D( -'-N Zoning district and use cKsHications and ithe addhion of lWation 44 is consistent with the Cky's cmiywchensive plata, and AderaL smUb and local law and such action is in 1he best interests oI'the cWzmm OF% City of Denton; NOAQ11-1111ZEFORE, 11 IE CIOUNCII. (011-114 UIN (W DL,`,NT()N I ()RD!` JWS� -SF,C',)111]0N 111. Tho findinigsand recitations contained in thee pxamblc ol'this ord imi lice are incorporated herein by reference and found to 17c true. 2, 'Ile Denton Developn,ient Code, Subehapter 35.5, "Zoning Districts and Lirnitations," Section 3153.1 'Termitted Uses" is hereby amended to add an SUP and a IjmRabmi 44 (IA4) requiernunt for multi-farnily dwellirig units in the DR -2, D&N and FXNG i I mning district and use cfixmifieations, as depicted in Exhild A. and incorporated by rel, rencc her6n, and such amenInerd is hereby adopted as pad of the INNA SI-`,GFJ0N 3. 'Ile Denton Development C,ode, Subchapter 35.5, "Zoning Districts and lArritudonj Section 3501, "Limi(ation,sl' is amended to include a Lin:i.itation dd (1,44) as indicated in Exhibit -A. 4. Any poism; firm, partnership or corporation violating any proVion of Ohs ordinance shall, upon omviction, be deemed guilty of a n5mienicanor and shall be punished by fine in a siun not: excecAng $2,000.00 for each Was, Each day Mat a provision of this ordinance is Wolated shall consWe as separate and distinct oll'ense, 5J,12C., j,.Q S. fl."any provision of this ordinance or the appAcatio.1-1 thereofto any person or eircuinstanec is held invalid by any court, such invalidity shall not affect the validity of the provis,jons or appUcadons, wid to dais end the provisions of this onlinonce are; severable. SE(."1'1()N 6. That an oITense co.mmi(ted before the elTective date of this onUnmee is gownwd by prior law and Me provisions ol'the Denton Code of ()Ydhmwcn as mmied, in enst when be o0hme vms unnmhued and the Awnier lavv is milirmcd in effeet lor this purpose. S1,;,Q110N "I hi compliance with Section 2.09(c) of' the Dcnion Charter, this ordinance shall become LffeefiVC J.'OUrtcen (Id) days from (lie date of its passage., arul the C`jty Secretary is hereby directed to causc the caption ofMis ordhmnee to be publiAwd twice in the Donlon Reavd- ('11rorlie'le, a daily newspaper pubbsbed in the C,i(.y oH.)enton, ]Txan within ten (10) days of the date of is passage. PASK"D AND AP1PR0VF-.D this the day of - , , _9 201T CA HUS NVATTS, FOANTN� ATTEST: WAIAT',RS, CATV SCRETARY APPROVIIII) ASTO I;FGAI, l,'(M'M: AARON I,FAL, tN'1'1.'....k'IM (TINATTOR-N]"Y BY: Exhibit A 35.5.8 Limitations The following define the limitations to zoning uses when the zoning matrix identify a use as permitted, but limited L(44) = Permitted subject to the approval of a Specific Use Permit using the criteria in Subchapter 35.6 of the Denton Development Code, which may include a discretionary analysis of height, density and compatibility. N U Q U) O LO L— a) 0 0 0 70 U N U N L 0 cn E 0 0 L 0 -I-- 0 0 0 L cn 0 0 CD N U Q cn O O All cn E 0 0 L 0 1 M N U Q cn O O cn 0 U L 0 0 cn L 0 0 E 0 L 0