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HomeMy WebLinkAbout2017-12-05 Agenda with BackupTuesday, December 5, 2017 City of Denton Meeting Agenda City Council City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com 12:00 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, December 5, 2017 at 12:00 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 December 5, 2017. 3. Work Session Reports A. ID 17-1315 Receive a report, hold a discussion, and give staff direction regarding the assessment and use of park land dedication and park development fees. Attachments: Exhibit 1 - Agenda Information Sheet.docx B. ID 17-1321 Attachments: C. ID 17-1641 Attachments: Exhibit 2 - Ordinance 98-039.pdf Exhibit 3 - Presentation.pdf Receive a report, hold a discussion, and give staff direction regarding the status and funding of the Vela Athletic Complex and the potential sale of City property on Highway 77 adjacent to North Lakes Park. Exhibit 1 Agenda Information Sheet.docx Exhibit 2 Map.pdf Exhibit 3 Permitted Use Zoning Table.pdf Exhibit 4 Presentation. Receive a report, hold a discussion, and give staff direction regarding use of Tax Increment Reinvestment Zone No. 1 (Downtown TIF) funds for capital projects and the Downtown Reinvestment Grant Program. Exhibit 1 Agenda Information Sheet Exhibit 2 - 11-17-17 TIF Minutes.pdf Exhibit 3 - Scenario A Exhibit 4 - Scenario B Exhibit 5 - Presentation Exhibit 6 - Planned and Proposed Proiects Page 1 Printed on 121112017 City Council Meeting Agenda December 5, 2017 D. ID 17-1648 Attachments: E. ID 17-1664 Attachments: Receive a report, and hold a discussion, and give staff direction regarding the Credit and Collection Policy of the City Utility System. Exhibit 1- Agenda Information Sheet.pdf Exhibit 2- Presentation. pdf Exhibit 3 -Additional Data.pdf Exhibit 4- Additional Credit Score Data.pdf Receive a report, hold a discussion and give staff direction regarding a Citizen Comment Pilot Program for Section 3.B. ("Receive Scheduled Citizen Reports from Members of the Public") items of the City Council's Regular Meeting Agenda. Exhibit 1 Agenda Information Sheet Exhibit 2 Draft Citizen Comment Pilot Program Ordinance Exhibit 3 Revised Council Comment video script.pdf Exhibit 4 Revised Section 3.B. of the Regular Meeting Agenda Exhibit 5 Presentation.pdf F. ID 17-1667 Receive a report, hold a discussion, and receive a report from attorney Alan Bojorquez regarding information related to ethics, common characteristics of municipal ethics ordinances, and options for scheduling additional meetings to draft an ethics ordinance. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2- Agreement NOTE: 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. Regular Meeting of the City of Denton City Council at 6:30 p.m. in the Council Chambers at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag "Honor the Texas Flag — I pledge allegiance to thee, Texas, one state under God, one and indivisible." 2. PROCLAMATIONS/PRESENTATIONS A. ID 17-1615 Police Appreciation 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 17-1666 Robert Donnelly regarding City ethics. Page 2 Printed on 121112017 City Council Meeting Agenda December 5, 2017 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. NOTE: If audio/visual aids during presentations to Council are needed, they must be submitted to the City Secretary 24 hours prior to the meeting. 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 — M). 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 — M 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 17-1598 dff-I---..- B. ID 17-1599 Attachments: C. ID 17-1611 Attachments: Consider approval of an ordinance of the City of Denton, Texas approving a consent to assignment of an Airport Lease between Mark Hicks Transport, LLC. and Polygon Enterprises. Inc. and providing an effective date. Council Airport Committee recommends approval (2-0). Exhibit 1 - AIS Mark Hicks Transport.pdf Exhibit 2 - Mark Hicks Transport Location Map.pdf Exhibit 3 - Request for Assignment.pdf Exhibit 4 - Mark Hicks Transport - Lease Agreement.pdf Exhibit 5 - Mark Hicks Transport - Lease Agreement First Amendment.pdf Exhibit 6 - Ordinance.pdf Consider adoption of an ordinance of the City of Denton, Texas approving a consent to Collateral Assignment of an Airport Lease US Trinity Holdings, LLC and Guaranty Bank; and providing an effective date. The Council Airport Committee recommends adoption of the ordinance (2-0) Exhibit 1 - AIS for US Trinity Holdings -Guaranty Bank.pdf Exhibit 2 - Consent to Collateral Assignment of lease.pdf Exhibit 3 - ORD - Consent to Collateral Assi Consider adoption of an ordinance of the City of Denton, Texas, amending Ordinance No. 2016-421 to prescribe updated titles and number of positions for certain classifications of Fire Department personnel; providing repealer, cumulative and severability clauses; and declaring an effective date. Agenda Information Sheet.pdf Ordinance.pdf Page 3 Printed on 121112017 City Council Meeting Agenda December 5, 2017 D. ID 17-1616 Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the Cooper Creek Interceptor I and II project consisting of the replacement of approximately 7,000 feet of existing 21" and 24" clay sanitary sewer with new 84" Fiberglass Reinforced Pipe (FRP) and 30" Polymerized Vinyl Chloride (PVC) sanitary sewer along Cooper Creek between Prominence Parkway and Old North Road; providing for the expenditure of funds therefor; and providing an effective date (IFB 6576 -awarded to Condie Construction Company, Inc., in the not -to -exceed amount of $3,137,496). The Public Utilities Board recommends approval (7-0). Attachments: Exhibit 1 -Agenda Information Sheet.pdf Exhibit 2 -Location Map.pdf Exhibit 3 -Bid Tabulation.pdf Exhibit 4- PUB Minutes.pdf Exhibit 5-Ordinance.pdf Exhibit 6-Contract.pdf E. ID 17-1618 Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement for engineering design services relating to the design, bid phase and construction services for the Lake Lewisville Water Treatment Plant Phase II Rehabilitation project which includes the design of a new main electrical control building, drainage improvements, zebra mussels control measures for both Lake Ray Roberts and Lake Lewisville raw water pump stations, and additional upgrades to improve operations of the water treatment plant; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6305 awarded to Freese and Nichols, Inc. in the not -to -exceed amount of $1,529,180). The Public Utilities Board recommends approval (7-0). Attachments: Exhibit 1 -Agenda Information Sheet.pdf Exhibit 2 -Evaluation Sheet.pdf Exhibit 3-CIP Detail Sheets.pdf Exhibit 4 -PUB Minutes.pdf Exhibit 5-Ordinance.pdf Exhibit 6-Contract.pdf F. ID 17-1638 Consider adoption of an ordinance amending Chapter 18 of the Code of Ordinances to revise the speed limits along on W. University Drive (US 380) from Bonnie Brae Street to Locust Street or US 77 at the expedited request of Texas Department of Transportation (TxDOT); providing a penalty of a fine not to exceed two hundred dollars ($200.00); providing a severability clause, providing for publication; and declaring an effective date. Attachments: Agenda Information Sheet.pdf Exhibit 1.pdf Exhibit 2.pdf Exhibit 3.pdf G. ID 17-1639 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Real Waves Radio Network for the purpose of Page 4 Printed on 121112017 City Council Meeting Agenda December 5, 2017 expenses for KUZU 92.9 LP; providing for the expenditure of funds therefor; and providing for an effective date. ($1,750) Attachments: Exhibit 1 - Agenda Information Sheet - KUZU.docx Exhibit 2 - Ordinance and Agreement Real Waves Radio Network.pdf H. ID 17-1640 Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Denton Black Film Festival, for the purpose of expenses for the 2018 Denton Black Film Festival; authorizing the expenditure of funds; and providing for an effective date. ($1,500) Attachments: Exhibit 1 - Agenda Information Sheet - DBFF.docx Exhibit 2 - Ordinance and Agreement DBFF.pdf L ID 17-1656 Consider adoption of an ordinance of the City of Denton, Texas determining compensation in the form of a monthly stipend for the Mayor and City Council Members; establishing miscellaneous parameters for the administration of such stipends; providing for severability; and establishing an effective date. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance J. ID 17-1663 Consider adoption of an ordinance of the City of Denton, Texas approving an Interlocal Agreement between the City of Denton and the City of Carrollton, Texas for internal auditing services; providing for an hourly rate for services; authorizing the expenditure of funds therefor; and providing an effective date (File 6648). Attachments: Exhibit 1 -Agenda Information Sheet.pdf Exhibit 2-Ordinance.pdf Exhibit 3 -Interlocal Agreement.pdf K. ID 17-1657 Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement for contract administration services; providing for the expenditure of funds therefor; and providing an effective date (File 6644 awarded to Crawford and Associates, P.C. in the not -to -exceed amount of $40,000). Attachments: Exhibit 1 -Agenda Information Sheet.pdf Exhibit 2-Ordinance.pdf Exhibit 3-Contract.pdf L. ID 17-1662 Consider adoption of an ordinance approving the expenditure of funds for the purchase of Annual Maintenance for the City of Denton Cisco Networked Devices (SmartNet) including switches, routers, wireless and Cisco IP phone equipment including 24 hour/7 days per week Technical Assistance Center (TAC) support on all equipment located in City of Denton facilities as awarded by the State of Texas Department of Information Resources (DIR) through the Go DIRect Program, Contract Number DIR-TSO-2542; providing for the expenditure of funds therefor; and providing an effective date (File 6645- awarded to Presidio Networked Solutions Group, LLC in the not -to -exceed amount of $164,531.40). Page 5 Printed on 121112017 City Council Meeting Agenda December 5, 2017 Attachments: Exhibit 1 -Agenda Information Sheet.pdf Exhibit 2 -Cost Comparison Analysis.pdf Exhibit 3-Quote.pdf Exhibit 4-Ordinance.pdf M. ID 17-1678 Consider adoption of an ordinance of the City of Denton terminating the lease agreement as amended, to the extent the same was properly assigned, between the City and Opala, LLC, a Texas limited liability company; terminating Opala, LLC's tenancy, if any, in 1301 S. Mayhill Rd. and 1001 S. Mayhill Rd., Buildings 101 and 102, Denton, Texas; providing a severability clause; and providing an effective date. Attachments: Opala AIS - Dec. 5 Opala Ordinance w Exhibits - Dec. 5 5. ITEMS FOR INDIVIDUAL CONSIDERATION — CONSIDERATION OF THE USE OF EMINENT DOMAIN TO CONDEMN REAL PROPERTY INTERESTS A. ID 17-1621 Consider adoption of an ordinance of the City of Denton finding that a public use and necessity exists to acquire a permanent easement covering a 0.023 acre tract of land situated in the Eugene Puchalski Survey, Abstract No. 996, City of Denton, Denton County, Texas (the "Property Interests"), for the public use of, expansion, construction, maintenance, and operation of an electric transmission line, ancillary facilities, and structures; authorizing the City Manager, or his designee, 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; authorizing the City Attorney or his designee to file eminent domain proceedings if necessary; authorizing the expenditure of funds; making finings; providing a savings clause; and providing an effective date. [Hickory to Locust TM Line - Tract 76] Attachments: Exhibit 1 - Agenda Information Sheet.pdf Exhibit 2 - Ordinance.pdf Exhibit 3 - Easement Map.pdf Exhibit 4 - Motion.pdf 6. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 17-1637 Consider approval of resolution casting votes for membership to the Board of Directors of the Denton Central Appraisal District; and declaring an effective date. Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 DCAD Letter and Nominee Apprlications Exhibit 3 - Ordinance B. ID 17-1642 Consider appointment of three members to the Tax Increment Reinvestment Zone No. 1 (Downtown TIF) Board and appoint a Chairperson of the Board. Page 6 Printed on 121112017 City Council Meeting Agenda December 5, 2017 Attachments: Exhibit 1 Agenda Information Sheet Exhibit 2 - 11 17 2017 TIF Minutes Exhibit 3 - Ordinance Exhibit 4 - Presentation C. ID 17-1665 Consider adoption of an ordinance of the City of Denton, Texas approving an agreed amendment to Article 12 of the existing meet and confer agreement between the City of Denton and the Denton Fire Fighters Association, relating to the funding of fire pensions; and providing an effective date. Attachments: Exhibit 1 - Agenda Information Sheet.docx Exhibit 2 - TMRS and DFRRF Overview for City Council.pdf Exhibit 3 - DFRRF Actuarial Valuation.pdf Exhibit 4 - Funding Request Letter to City Council.pdf Exhibit 5 - Denton Fireman's Relief and Retirement Fund (DFRRF).pdf Exhibit 6 - Ordinance Approving Amendment to Fire Meet and Confer Agreeme D. ID 17-1677 Continue to consider adoption of an ordinance authorizing a development agreement between the City of Denton and DW Carmel, LLC (the "Developer"); providing for the payment by the Developer to the City of Four Hundred Thousand Dollars and No Cents ($400,000.00) for the City to construct the balance of the Edwards Road perimeter paving improvements required by Phase 5A and 5B of the Villages of Carmel addition(s) to the City of Denton, as Developer's contribution; authorizing the City Manager to execute the agreement; and providing for an effective date. (Edwards Road paving improvements - Villages of Carmel subdivision) [Originally posted as File ID 17-1402 and considered on November 7, 2017] Attachments: Exhibit 1 - AIS - VOC Edwards Road Dev= Ag ree me nt. pdf Exhibit 2 - Villages of Carmel Location Map.pdf Exhibit 3 - Villages of Carmel Site Map.pdf Exhibit 4 - Ordinance - VOC Dev. Agmt. Edwards Rd.pdf 7. PUBLIC HEARINGS A. Z17 -0025a Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a zoning change from Neighborhood Residential 2 (NR -2) district and use classification to a Regional Center Commercial Downtown (RCC -D) district and use classification on approximately 88.725 acres of land generally located south of University Drive (US 380), approximately 1,500 feet west of Interstate 35 (I-35), 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 APPLICANT HAS REQUESTED THAT THE ITEM BE POSTPONED TO THE FEBRUARY 6, 2018 MEETING. Page 7 Printed on 121112017 City council Attachments: B. Z17 -0024a Attachments: C. Z17 -0023b Attachments: Meeting Agenda Exhibit 1 - Agenda Information Sheet.pdf Exhibit 2 - Applicant's Project Narrative.pdf December 5, 2017 Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, to rezone approximately 7.14 acres from a Neighborhood Residential 2 (NR -2) District to a Neighborhood Residential 6 (NR -6) District. The property is generally located on the south side of Audra Lane approximately 265 feet east of Nottingham Drive. The Planning and Zoning Commission voted 4-0 to approve the request. (Z17-0024, Yale Development). Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Analysis Exhibit 3 -Aerial Map Exhibit 4 -Zoning Map Exhibit 5 - Future Land Use Map Exhibit 6 - Proposed Zoning Map Exhibit 7 - Comparison of Permitted Uses Exhibit 8 - Notification Map and Responses Exhibit 9 - Presentation Slides Exhibit 10 - Draft Ordinance Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding an initial zoning classification of Neighborhood Residential 6 (NR -6) District on approximately 16.39 acres. The property is generally located at the northeast corner of Mayhill Road and Mills Road. The Planning and Zoning Commission voted 7 -Oto approve the request. (Z17-0023, Cope Addition). Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Analysis Exhibit 3 -Aerial Map Exhibit 4 -Zoning Map Exhibit 5 - Proposed Zoning Map Exhibit 6 - Future Land Use Map Exhibit 7 - Comparison of Permitted Uses Exhibit 8 - Public Notification Map and Responses Exhibit 9 - Presentation Slides Exhibit 10 - Draft Planning Zoning Commission Meeting Minutes Exhibit 11 - Draft Ordinance D. Z17 -0016a Hold a public hearing and consider adoption of an ordinance to rezone approximately 71.76 acres from an Industrial Center Employment (IC -E) District to a Neighborhood Residential Mixed -Use (NRMU) District. The property is generally located on the south side of West Oak Street approximately 290 feet west of the Interstate Highway 35 service road in the City of Denton, Denton County, Texas. The Planning and Zoning Page 8 Printed on 121112017 City Council Meeting Agenda December 5, 2017 Commission recommended approval of the request (4-3). (Z17-0016, Retreat at Denton). Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Analysis Exhibit 3 -Aerial Map Exhibit 4 -Zoning Map Exhibit 5 - Future Land Use Map Exhibit 6 - Proposed Zoning Map Exhibit 7 - Comparison of Permitted Uses Exhibit 8 - Notification Map and Responses Exhibit 9 - Presentation Slides Exhibit 10 - Draft Ordinance E. S 17-0009a Hold a public hearing and consider adoption of an ordinance for a Specific Use Permit for 71.76 acres of land, specifically to allow for a multi -family residential use on approximately 32.60 acres and to allow for an outdoor recreation use on approximately 19.90 acres. The property is generally located on the south side of West Oak Street approximately 290 feet west of the Interstate Highway 35 service road in the City of Denton, Denton County, Texas. The Planning and Zoning Commission recommended approval with conditions (4-3). (S 17-0009, Retreat at Denton). Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Analysis Exhibit 3 -Aerial Mao Exhibit 4 - Conceptual Site Plan Exhibit 5 - Conceptual Landscape Plan Exhibit 6 - Sample Building Elevations Exhibit 7 - Notification Map Exhibit 8 - Presentation Slides Exhibit 9 - Draft Ordinance F. Z17 -0008a Hold a public hearing and consider adoption of an ordinance to rezone approximately 7.5 acres from a Community Mixed Use General (CM -G) District to a Neighborhood Residential Mixed -Use (NRMU) District. The property is generally located on the northeast comer of East Sherman Drive and Poinsettia Boulevard in the City of Denton, Denton County, Texas. The Planning and Zoning Commission recommended approval of the request (4-0). (Z17-0008, Palladium Denton, Julie Wyatt). Page 9 Printed on 121112017 City Council Meeting Agenda December 5, 2017 Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Analysis Exhibit 3 -Aerial Map Exhibit 4 -Zoning Map Exhibit 5 - Future Land Use Map Exhibit 6 - Permitted Use Comparison Exhibit 7 - Proposed Zoning Exhibit 8 - Notification Map and Responses Exhibit 9 - Presentation Exhibit 10 - Draft Ordinance G. S17 -0010a Hold a public hearing and consider adoption of an ordinance for a Specific Use Permit for 7.5 acres of land, specifically to allow for a multi -family residential use. The property is generally located on the northeast corner of East Sherman Drive and Poinsettia Boulevard in the City of Denton, Denton County, Texas. The Planning and Zoning Commission recommended approval of the request, subject to conditions (4-0). (517-0010, Palladium, Julie Wyatt). Attachments: Exhibit 1 - Agenda Information Sheet.pdf Exhibit 2 - Staff Analysis.pdf Exhibit 3 -Aerial Map.pdf Exhibit 4 - Future Land Use Map.pdf Exhibit 5 - Conceptual Site Plan.pdf Exhibit 6 - Conceptual Architectural Rendering.pdf Exhibit 7 - Notification Map and Responses.pdf Exhibit 8 - Presentation.pdf Exhibit 9 - Draft Ordinance.pdf H. PDA17-0006a Hold a public hearing and consider approval of an ordinance regarding a Detail Plan for Planned Development 12 (PD -12) District to depict a new or used car sales lot on approximately 7.11 acres out of a 34.40 -acre tract. The property is generally located on the west side of I -35E, approximately 3,200 feet southeast of State School Road. The Planning and Zoning Commission voted to approve the request (7-0). (PDA17-0006, CarMax). Page 10 Printed on 121112017 City Council Meeting Agenda December 5, 2017 Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Analysis Exhibit 3 -Aerial Map Exhibit 4 -Zoning Map Exhibit 5 - Future Land Use Map Exhibit 6 - Proposed Site Plan Exhibit 7 - Proposed Landscape Plan Exhibit 8 - Proposed Elevations Exhibit 9 - Notification Map and Responses Exhibit 10 - Presentation Exhibit 11 - Planning Zoning Commission Meeting Minutes Exhibit 12 - Draft Ordinance L Z17 -0022b Hold a public hearing and consider adoption of an ordinance for an initial zoning of Neighborhood Residential Mixed Use (NRMU) District on approximately 6 acres. The property is generally located on the east side of the future FM 2499 alignment, approximately 1,400 feet south of Robinson Road. The Planning and Zoning Commission recommended approval with a Mixed Use Residential Protection Overlay (7-0) (Z17-0022, Eastside at Oakmont, Julie Wyatt). Attachments: Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Analysis Exhibit 3 -Aerial Map Exhibit 4 -Zoning Map Exhibit 5 - Future Land Use Ma Exhibit 6 - Permitted Use Comparison Exhibit 7 - Proposed Zoning Map Exhibit 8 - Notification Map and Responses Exhibit 9 - Presentation Exhibit 10 - Planning and Zoning Commission Meeting Minutes Exhibit 11 - Draft Ordinance 8. CONCLUDING ITEMS Page 11 Printed on 121112017 City Council Meeting Agenda December 5, 2017 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. Page 12 Printed on 121112017 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN Legislation Text File #: ID 17-1315, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding the assessment and use of park land dedication and park development fees. City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton city Hale 41"X'IAIW�215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation CM/ DCM/ ACM: Bryan Langley DATE: December 5, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the assessment and use of park land dedication and park development fees. BACKGROUND The City of Denton assesses park land dedication and park development fees on all new residential developments. The requirements, criteria, and process for both park land dedication and development fees are outlined in Ordinance 98-039 approved on February 17, 1998. Park dedication is reinforced in Chapter 22, Article III, Section 22-33 to 22-42 of the Code of Ordinance. The purpose of the park dedication and park development programs is to provide recreational areas in the form of neighborhood and community parks as part of the planning and development of property and subdivisions. New residential development generates a need for additional park amenities. Neighborhood and community parks are intended to serve people in the areas near them. The park dedication and park development programs are established with the intent of conveying the cost of a new park to the developer and new homeowners responsible for creating the demand for new park amenities. By ordinance, the programs apply to residential subdivisions with five or more lots, tracts, sites or parcels for the purpose of developing residential dwelling units. The land dedication and use of development fees are restricted to one-half mile to one mile from the related development. Specific formulas are outlined in the ordinance to assess the park dedication requirement and the park development fee. The park dedication requirement is based on a park standard of 2.5 acres per 1,000 population. It prescribes a fixed number for persons per unit in single family and multi -family homes. The number of homes in a new development is used to calculate park land needs. Provisions are included to accept privately owned and maintained park areas, a constructed parks, a fee in lieu of land dedication, and a combination of land and fee. Any proposed private or constructed park must meet specific criteria to qualify for credit. A payment of fee in lieu of park land dedication is calculated on the value of land per acre and the acreage of dedication requirement. The fee is allocated to the acquisition of park land. Park dedication is imposed at the time of preliminary plat approval and is due prior to release by the City of any final plat. Park development fees are based on an assumed cost for the development of a five acre neighborhood park and apportioned into fixed costs between single family and multi -family dwellings. The fee funds neighborhood park improvements directly benefitting the dwelling units paying the fee. The development fee is imposed at the time of the building permit application and must be paid prior to the issuance of the permit. All fees in lieu of park land dedication and all park development fees must be expended within 10 years of the date of receipt. Funding can be used on acquisition and development of neighborhood parks. If the funds are not expended in the established timeframe, the developer is entitled to a refund of the amount deposited together with accrued interest. The developer must request the refund within a year of entitlement or the right shall be waived. Currently, there is approximately $1.5 million in park dedication funding for park land acquisition and $2.6 million in park development for park improvements. The distance parameter and direct correlation to development creates limitations on the use of the funding and produces administrative complexities. The one-half mile to one mile proximity requirement restricts dedication funds to areas where land may not be needed, not suitable or unavailable for purchase as park land. Similarly, development funds may be committed to an area park low in priority for improvements while higher priority neighborhood parks may have little to no designated development funds. Tracking and mapping the funds adds an additional level of difficulty in identifying available funds and ensuring the appropriate expenditure of the funds. In analyzing the assessment and use of park land dedication and park development fees, several factors must be considered. First, park dedication and development programs must meet the "rough proportionality" standard set by the Supreme Court case Dolan v. City of Tigar. The ruling states there must be a "rough proportionality" between the requirements imposed on a development and the needs for park use projected to be forthcoming from the development. While there is no precise mathematical equation required, the City must demonstrate an individualized approach to determining the required dedication related both in nature and extent of the impact by the proposed development. Traditional methods of using benchmarking, comparables and national standards as the basis for a formula are no longer accepted. The standard is operationalized as a city's current level of service. A second and equally important factor to consider is neighborhood integrity. Acquisition of land and park improvements must be driven by need and strategic planning. The current expenditure timeframe and narrowly defined distance can unintendedly drive expenditures. Additionally, they can limit the ability to direct funding towards improvement needs that benefit larger portions of the community still within close proximity to a park. These parameters are a means of accountability and should be used as tools in providing a framework that addresses short term needs and long term master planning objectives. Lastly, park type, usage, and the public's willingness to travel are all factors that must be considered alongside the current population and acreage figures used. Inclusion of these factors will provide a more holistic approach in determining the effective assessment and application of park land dedication and development fees. It also encompasses the elements required for compliance with the "rough proportionality" legal standard and takes into account neighborhood integrity. RECOMMENDATION Staff recommends performing a comprehensive review and update of the current ordinance through a professional service contract. A detailed analysis of population, park acreage, park type, and park usage trends is needed to develop an updated method of assessing and applying the park dedication and park development programs. A professional firm with experience in gathering data and operationalizing our current service level will ensure compliance with the established legal standards and capture the intent of the program in addressing the needs of the community. An estimated cost to perform a needs analysis to review and update the current ordinance is $55,000. A draft report would be completed in four to five months from the execution of a professional service contract. PRIOR ACTION/REVIEW (Council, Boards, Commissions) City Council approved the current ordinance 98-039 on February 17, 1998. FISCAL INFORMATION The following table represents total revenues and expenditures in each program from 1998 to September 30, 2017. Description Total Revenues Total Revenues Total Revenues Allocated Sent Remaining Park Dedication $2,038,876.35 $442,211.84 $1,596,664.51 Park $4,014,651 $1,372,316 $2,642,335 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: Safe, Liveable & Family -Friendly Community Related Goal: 4.3 Provide quality, diverse, and accessible neighborhood services for the community EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 Ordinance 98-039 Exhibit 3 PowerPoint Presentation Respectfully submitted: Emerson Vorel Director of Parks and Recreation Prepared by: Laura Behrens Assistant Director of Parks and Recreation P ldived�drp \WL0vr Dm*naMiV"nwKeta9g4rk Lnd Ded1cm1 4m ORDINANCE NO �Q ,0 Exhibit 2 AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING CHAPTER 22 "PARKS AND RECREATION" OF THE CODE OF ORDINANCES OF THE CITY OF DENTON BY ADDING AN ARTICLE III PROVIDING FOR PARK LAND DEDICATION OR PAYMENT OF CASH IN LIEU THEREOF AS A CONDITION TO SUBDIVISION PLAT APPROVAL AND PAYMENT OF PARK DEVELOPMENT FEES AS A CONDITION TO BUILDING PERNUT ISSUANCE IN ORDER TO PROVIDE FOR NECESSARY PARK DEVELOPMENT, ESTABLISHING A SPECIAL FUND FOR MONEY PAID FOR PARK DEVELOPMENT, PROVIDING A PENALTY IN THE MAXIMUM AMOUNT OF $500 FOR VIOLATIONS THEREOF, PROVIDING A SEVERABILITY CLAUSE, PROVIDING FOR A SAVINGS CLAUSE AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Council for the City of Denton, Texas has determined that the platting of residential subdivisions and development of lots results in an increase of population, which in turn creates a need for additional neighborhood park land and park improvements, thereby placing an inordinate burden on existing city park sites and facilities, and WHEREAS, the City Council finds that it is in the public interest to insure that new residential developments in the City of Denton will dedicate sufficient land or will otherwise provide for the development of park amenities to meet the demand and need of future residents of the development for open space and neighborhood parks which contain passive or active recreational areas that are reasonably attributable to such new development, and WHEREAS, the City Council recognizes that the establishment of public open space in the form of neighborhood parks is necessary and in the interest of public welfare, and that an effective method to provide for the same is the incorporation of procedures for the dedication of park land and facilities into the development process as set forth in the City's development rules and regulations, ordinances and state law, and WHEREAS, the City Council has conducted a public hearing on the proposed regulations contained herein, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS S CTION I That the "Parks and Recreation" Chapter of the Code of ordinances of the City of Denton, Texas, be and the same is hereby amended by the addition of a new Article III entitled "Park Dedication", so that hereafter said article shall be and read as follows PAGE 1 N Wwedt�IVO4I PnwmaaVkdinmsdi98Tsk LAW V4cd1m6x PARK DEDICATION ARTICLE III Sec 22-33 PURPOSE (a) This Article is adopted to provide recreational areas in the form of neighborhood parks as a function of subdivision development of the City of Denton This Article is enacted in accordance with the home rule powers of the City of Denton granted under the Texas Constitution, and the statutes of the State of Texas, including, but not by way of limitation, V T C A Local Government Code, §51071 et seq (provisions applicable to home -rule municipality) and §212 001 et seq (municipal regulation of subdivisions and property development) It is hereby declared by the City Council that recreational areas in the form of neighborhood parks are necessary and in the public welfare, and that the only adequate procedure to provide for same is by integrating such a requirement into the procedure for planning and developing property or subdivisions in the City, whether such development consists of new residential construction on vacant land or the addition of new dwelling units on existing residential land (b) Neighborhood parks are those parks providing for a variety of outdoors recreational opportunities and within convenient distances from a majority of the residences to be served thereby The primary cost of neighborhood parks should be borne by the ultimate residential property owners who, by reason of the proximity of their property to such parks, shall be the primary beneficianes of such facilities Therefore, the following requirements are adopted to efect the purposes stated Sec 22-34 DEFINITION OF TERMS For purposes of this policy, the following terms shall be defined as follows (a) "Developer/Owner" — means the legal or beneficial owner or owners of a lot or any land proposed to be included in a proposed development including the holder of an option or contract to purchase, or other person having an enforceable proprietary interest in such land (b) "Residential Subdivision " — means the division or redivision of land into five (5) or more lots, tracts, sites or parcels for the purpose of developing residential dwelling units (c) "Dwelling Unit" — means a building or portion of a building which is arranged, occupied or intended to be occupied as living quarters and includes facilities for food preparation and sleeping (d) "Neighborhood Park" - Open space area encompassing five (5) to twenty (20) acres Neighborhood parks should provide recreational land for residents within an approximate one- half (1/2) mile service radius PAGE 2 N 14hwWWWt\W410gr DmummtkWinncn\Wwk Land Dedicstim&x (e) "Park Dedication Requirements% Collectively, dedication and/or construction of park facilities, in lieu dedication fee and park development fee Sec 22-35 APPLICABILITY The park dedication requirements of this Article shall apply to every residential subdivision and every building pennit for construction of a dwelling unit approved after the effective date of this ordinance, except as hereinafter expressly provided to the contrary (a) Land dedication requirements set forth in sec 22-37 shall not apply to an application for approval of a preliminary or final plat for a residential subdivision that was initially filed before the effective date of this ordinance, and which plat has not expired For all plat applications for a residential subdivision filed after the effective date of this ordinance, land dedication and/or construction requirements for park facilities shall be imposed at the time of prehnunaty plat approval (b) Requirements for payment of fees in lieu of park land dedication set forth in sec 22-38 shall not apply to any final plat for a residential subdivision that was approved prior to the effective date of this ordinance, nor to any application for a building permit within such subdivision thereafter filed, provided that no replat is necessary Fees in lieu of park land dedication for all other residential subdivisions shall be paid at the time of release of the final plat for any portion of the subdivision by the City for filing in the Denton County plat records (c) Requirements for park development fees set forth in sec 22-39 shall not apply to any application for a building permit in a residential subdivision that was filed prior to the effective date of this ordinance Park development fees for all other residential building permits shall be paid prior to issuance of such permits (d) Following initial imposition and satisfaction of park dedication requirements, additional requirements shall apply to revised plat applications for residential subdivisions and to renewed applications for building permits to construct residential dwellings only if such revised or renewed application results in an increase in the number of dwelling units In such case, park dedication requirements then in effect shall apply only to the additional dwelling units proposed in the application Sec 22-36 PLANNING (a) It is the policy of the City of Denton to require Developer/Owners of residential subdivisions and lots to provide for park land and park facilities at the time of development approval in proportion to the need for such improvements created by the developments and in proportion to the benefits received from contribution of such facilities It is the City's further policy to unpose park dedication requirements consistent with the City's Comprehensive Plan and officially adopted park and recreation plan PAGE 3 F \Owa WvL\ AUOur Doeumatj%Ordu4wirwWgTwk [rM Ordic06mdor (b) The City of Denton shall require developers of residential subdivisions or lots to dedicate land for neighborhood parks, make payment of cash in lieu thereof, make payment of cash for park development fees or construct recreational or park improvements in lieu thereof, or require dedication of additional park land, as hereinafter provided, for park purposes to meet the park and recreational needs as a condition of the development approval The City shall have the right, in its sole discretion, to require a combination of park land dedication and/or payment of cash in lieu thereof, and/or payment of cash for park development fees and/or construction of recreational and park improvements in lieu thereof in order to meet park dedication requirements (c) The City of Denton shall base park dedication requirements on the number of persons expected to reside in a development The standard for public park land shall be 2 5 acres per 1,000 population For each residential subdivision, the following formula shall be used to calculate park land needs 2,5 Are x o of mix ersons/Uni = Acres to be dedicated 1,000 population The number of persons per unit shall be based on both current U S Census information and data compiled by the City and shall be periodically reviewed and updated The following figures represent the average number of persons per unit by current density categories, and shall be used to calculate park land dedications Single Family Detached/ Duplex 2 8 Persons/Unit 2 Multi -Family 18 Persons/Unit (d) Park Development Fees shall be based upon an assumed cost of typical improvements for a 1 five (5) acres neighborhood park of $208,000 Development costs shall be apportioned among types of dwellings units and park development fees shall be charged in accordance with the following formula 1 Single Family Dwelling $291 2 Multi -Family Dwelling $187 (e) Where a substantial private park and recreational area is provided in a proposed residential subdivision and such area is to be privately owned and maintained by the future residents of the subdivision, partial credit may be given to the Developer/Owner, not to exceed 50% of the total acreage requirements for land dedication if the City finds that it is in the public interest to do so and that all the following standards are met (1) That yards, court areas, setbacks and other open areas required to be maintained by the zoning and subdivision rules and regulations ordinances shall not be included in the computation of such private open space, PAGE 4 AHFw'd"ggUaLIWrDuumml%OrdiMnC WffirkLmidDdicadoadoc (2) That the private ownerslup and maintenance of the open space is adequately provided for by recorded agreement, covenants or restrictions, (3) That the use of the private open space is restricted for park and recreation purposes by recorded covenant, which runs with the land in favor or future owners of the property and which cannot be defeated or ehminated without the written consent of the City or its successors, (4) That the proposed private open space is reasonably adaptable for use for park and recreational purposes, taking into consideration such factors as size, shape, topography, geology, access and location, (5) That facilities proposed for the private open space are in substantial accordance with the provisions of the Comprehensive Plan, Parks and Recreation Plan and other adopted plans of City, and (6) That the private open space for which credit is given is a minimum of two (2) acres and provides a minimum of four (4) of the local park elements listed below, or a combination of such and other recreational improvements that voll meet the specific recreation park needs of the future residents of the area Cntena List Cluldren's play apparatus area Landscape park -like and quiet areas Family picnic area Game court area Turf playfield Swimming pool (42' X 75') [with adjacent deck and lawn areas] Recreation center building Recreation community gardening Credit A r s 50- 75 50-100 25- 75 25- 50 100-300 25- 50 15- 25 15- 25 Before credit is given, the City shall make written findings that the above standards are met Sec 22-37 LAND DEDICATION (a) Dedication of park land shall be proportional to the number and type of dwelling units proposed for a residential subdivision The number of acres of land to be dedicated shall be determined using the formula in sec 22-36(c) (b) Where a proposed residential subdivision contains multi -family dwelling units and information is not provided concerning the number of such units, the City shall assume the highest density allowed for the property to determine the projected population for the development PAGE 5 P dgxlFkLW4r DomnwjVx&xrn0Wsrk Lin41W1radardm (c) The land required to be dedicated or conveyed may be located inside or outside the subdivision development so long as the land is located within one-half (112) to one (1) mile of the periphery of the development so as to serve or benefit the residents of such subdivision (d) The Parks and Recreation Department, based upon review of the preliminary plat, initially shall determine the feasibility of park land dedication for a residential subdivision and the amount of land to be dedicated to the City for neighborhood park purposes, utilizing site selection criteria cbntatned in sec 22-41 The Department's determination shall be forwarded to the Denton Department of Planning and Development for processing with the preliminary plat (e) In residential subdivisions which are to be platted in two or more phases, the required park land dedication, pursuant to this ordinance, must be provided in each phase of the subdivision with one exception In its sole discretion, the City may authorize the developer to reserve park land for dedication in subsequent phases of the subdivision by paying into a City escrow fund a dollar amount equal to the fees in lieu of dedication otherwise due for the phase under W 22-38 The form and provisions of the escrow agreement shall be approved by the City Attorney and City Engineer The escrow funds must be paid to the City prior to the filing of the first phase final plat and shall be maintained in the escrow fiend pending the platting of the project phase that contains the park land to be dedicated Escrow funds will be returned to the developer, without interest, upon the filing of the final plat for the subsequent phase that dedicates the required park land In addition, the developer shall dedicate a reversionary public access easement on the final plat of the initial phase(s) where necessary to provide effective ppbhc access, maintenance and use of any park land to be dedicated (f) If a replat is filed, the dedication requirements shall be controlled by the regulations in effect at the time of original platting, except that land dedication (or fee in lieu of) requirements then in effect shall be applied to any additional dwelling units proposed for the replat Sec 22-38 PAYMENT OF FEES IN LIEU OF PARK LAND DEDICATION (a) If the calculation for required park land within the proposed subdivision development results in loss than five (5) acres or does not meet criteria as per sec 22-41, the Parks and Recreation Department shall determine the amount of a fee in lieu of park land dedication in accordance with this section (b) The amount of the fee in lieu of park land dedication shall be calculated as follows The Department first shall determine the total amount of land required to be dedicated in accordance with sec 22 -37 The value of the land shall be calculated as the average estimated fair market value per acre of the land being subdivided at the time of preliminary plat approval, reduced by the value of any land actually to be dedicated for park purposes The net value of the land otherwise to be dedicated shall be apportioned among the total number of dwelling units proposed for the residential subdivision and by dwelling unit type (c) If the Developer/Owner objects to the fair market value determination, the Developer/Owner, PAGE 6 P 1dwvddcptU U0Ur D0MWM#dk0rdUincal9SPdc LidlkdtvdI ,du at his own expense, may obtain an appraisal of the property by a State of Texas certified real estate appraiser, mutually agreed upon by the City and the Developer/Owner, which appraisal will be considered by the City in determining fair market value All costs required to obtain such appraisal shall be borne by the Developer/Owner (d) Park dedication fees shall be imposed at the time of preliminary plat approval Fees shall be p4ad prior to release by the City of any final plat for filing in the deed records of Denton County Park dedication fees established for the preliminary plat shall apply to subsequent approved final plats for a period of two years from the date of preliminary plat approval by the Punning and Zoning Commission Thereafter, park dedication fees shall be redetermined and applied to final plats in accordance with subsection (b), using current appraised value of land in the subdivision at time of final plat submittal (e) All fees collected shall be used for the acquisition of land for a neighborhood park, or development or construction of improvements to existing park land, within one-half (1/2) mile of the penphery of the proposed subdivision development However, if [ 1 ] such acquisition opportunities are not available, or [2] existing park land is already developed or improved, within one-half (1/2) mile of the proposed subdivision development, then areas within one (1) mile of the periphery of the proposed subdivision development may be considered for the acquisition, of neighborhood park land and/or construction of improvements to existing park land within such periphery Sec 22-39 PAYMENT OF PARK DEVELOPMENT FEES (a) Park development fees shall be established for the purpose of funding neighborhood park improvements Fees shall be proportional to the cost of neighborhood park facilities, the demand for which is generated by each new dwelling unit Fees shall be established separately for single-family and multi -family dwelling units Current park improvement costs and park development fees are set forth in sec 22-36(e) (b) Park development fees shall be imposed at the time of building permit application and shall be plaid prior to issuance of building permits for the number of dwelling units designated in the application (c) Park development fees shall be expended on park improvements located in a neighborhood park that benefits the dwelling unit paying the fee, typically within one-half (1/2) to one (1) mile of the subdivision in which the dwelling unit is located The criteria for selection of the park site for improvements shall be the same as set forth in sec 22- 41 (d) The standard costs for development of a neighborhood park as set forth in §22-36(d) may be updated from time to time on the basis of current development costs, and park development fees shall be adjusted to reflect such updated development costs PAGE 7 P WweMvpUDL\0Qr DD mImlr\Qfdiflrue+19&? & LvA D"9011 mala Sec 22-40 SPECIAL FUND, RIGHT TO REFUND (a) There is hereby established a special fund for the deposit of all fees in lieu of park land dedication collected under this article, which fund shall be known as the park land dedication fund Within the fund, fees paid shall be earmarked for acquisition of new neighborhood parks or for improvements in existing parks generally located within one-half (112) to one (1) We of the residential subdivision upon winch the fee is imposed (b) There is hereby established a special fund for the deposit of all park development fees collected under this article, winch fund shall be known as the park development fund Within the fund, park development fees paid shall be earmarked for expenditure on park improvements in a neighborhood park generally located within one-half (112) to one (1) mile of the subdivision in which the dwelling unit for winch the fee is paid is located (c) All fees in lieu of park land dedication and all park development fees paid must be expended within ten (10) years from the date of receipt for park facilities benefiting the residential subdivision or dwelling unit for which the fees are paid Fees shall be considered expended if they are spent for acquisition or development, respectively, of neighborhood parks located within one-half (112) to one (1) rile of the subdivision for which the fees were paid within the ten-year period If fees are not expended within such period, the Developer/Owner shall be entitled to a refund of the principal deposited by the Developer/Owner in such fund, together with accrued interest The Developer/Owner must request such refund in writing within three hundred sixty-five (365) days of entitlement or such right shall be waived (d) Interest accruing to the park land dedication fund and to the park development fund shall be expended on neighborhood park land acquisition and for neighborhood park improvements, respectively Sec 22-41 SITE SELECTION/CHARACTERISTICS OF PARK (a) In selecting a site for a park, the City shall avoid an accumulation of unrelated parcels of land or an accumulation of land unsuitable for park purposes (b) Parks shall be selected on the basis of obtaining natural, park -like settings where available and shall consist of diverse topography and open space suitable for the development of recreational facilities (c) Neighborhood park size should be a minimum of five (5) acres and obtained as one complete parcel If a development parcel cannot provide the minimum five (5) acre parcel or a smaller parcel which can potentially be contiguous to existing or future park parcels, then a fee in heu of park land or a combination of fee and park land dedication shall be required in accordance with sec 22-37 (d) Park sites shall be located, whenever possible, adjacent to and contiguous with school sites and other public or non-profit agency sites in order to make maximum use of common facilities and PAGE 8 F Nlu~%GLVOw DmRwa0DrdJ9wW4"9Wwk Land VWIcallmdoc Wounds (e) Careful consideration shall be given to the need for development of parks around natural drainage and wooded areas, which provide potential recreational uses Criteria for floodplain areas (based upon 100 year storm) usage is as follows Floodplain and natural drainage areas shall generally not exceed seventy five (751/6) percent of the total park site 2 At least fifty (50%) percent of required dedicated park land shall have slopes in range of 2-5%, well drained, and suitable for active use development 3 Floodplain acreage may be dedicated at a ratio of three to one (3 1) in acres in lieu of non -floodplain property Any consideration of additional floodplain acreage shall be as agreed upon between the Parks and Recreation Department and the Developer/Owner (fj Proposed park land boundaries shall provide street frontage for readily accessible entry into the park area by the pubhc and water, sanitary sewer and electric improvements shall be readily available to the park from an adjacent street right-of-way or public utility easement If the Developer/Owner requests delay in the construction of said improvements because of phasing of subdivision development, the Developer/Owner shall escrow sufficient funds in behalf of the City, the form and provisions of such escrow agreement shall be approved by the City Attorney and the City Engineer, to cover the cost of such construction as determined by the City Engineer (g} Prior to dedication of land, the Developer/Owner shall make full disclosure of the presence of any hazardous substances and/or underground storage tanks (U S T 's) of which the Developer/Owner has knowledge The City, at its discretion, may proceed to conduct such initial environmental tests and surveys on the land, as it may deem appropriate, and the Developer/Owner shall grant to the City and its agents and employees such reasonable access to the land as is necessary to conduct such surveys and tests (h) If the results of such surveys and tests indicate a reasonable possibility of environmental contamination or the presence of U S T s, the City may require further survey and tests to be performed at the Developer/Owner's expense as the City may deem necessary prior to its acceptance of the dedication, or in the alternative, the Developer/Owner may be required to identify alternative property or pay the fees in lieu of such park land dedication (i) The park site shall be free of trash and debris and if the dedicated park land's natural condition is disturbed during construction of subdivision improvements then Developer/Owner shall be responsible for returning the dedicated land to its natural condition prior to or at the time of final plat filing and the public improvements to be constructed per the applicable subdivision plat will not be accepted by the City until such time that the above conditions have been met PAGE 9 P Wir"vPt\WLSqu VawmainlDedIm W9"wk lmd Aekodae dee Sec 22-42 DECISION MAKING, APPEALS Unless otherwise provided herein, an action by the City in determining compliance with the terms of this article refers to a determination by the Parks and Recreation Department The Developer/Owner of land subject to park dedication requirements may appeal any determination by the Parks and Recreation Department under this article to the City Council for a final decision The appeal shall be in writing and shall be filed with the Planning and Zoning Comnussion, which shall make its recommendation to the City Council The City Council will not review the appeal of any determination by the Parks and Recreation Department without first obtaining the recommendation of the Planning and Zoning Commission No final plat shall be approved by the Planning and Zoning Commission which vanes the terms of this article or which does not comply with the Parks and Recreation Department's determination without final resolution of the appeal by the City Council SECTIONII That any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding a maximum amount of 500 00 Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense SECTION III That if any section, subsection, paragraph, sentence, clause, phrase or word in this ordinance, or application thereof to any person or circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas hereby declares it would have enacted such remaining portions despite any such validity 5XCTIQN 1Y. That save and except as amended hereby, all the provisions, sections, subsections, paragraphs, sentences, clauses, and phrases of Chapter 22 of the Code of Ordinances shall remain in full force and effect SLCTION V That 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 fh PASSED AND APPROVED this the–/17— day of &k4!9L- 1998 JACK R, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY BY PAGE 10 F\AwWd*L\WV0Qr Dmma0\0rdwncp19" kLmd Do&cvti—du APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY m PAGE I I Park Dedication Park Development Programs FMINAME61111'♦ • , ,♦ . Background ��� riace98-039 Chapter 22, Article III, Section 22-33 t - — Park Dedication ��� ark Dedication — the allocation of land fort e development of a park ��� ark Development —the allocation of funding for park improvements ��� rovie recreational areas as part of the planning and development process Applies to new residential subdivisions Neighborhood / community parks directly benefiting residents of a development Keep pace with growth Keep pace with need Conveys cost to the user 0 •M SIR= 41 ,1111,2.5 acres per 1,000 populati jjjjj� Minimum 5 acres I 11Person per housing unit ,11111, Single family 2.8 persons / unit ,11111, Multi -family 1.8 persons/ unit Unit) 1,000 Population 11,11AIlows for alternatives — approval / criteria 11111Fee in lieu land dedication Private parks Constructed parks Combination of fee and land DUMEM MI, I ,Assumes $208,000 for improvements to a 5 acre park Fixed dwelling unit fee Single family $291 Multi -family $187 11Half-mile to one mile radius 11Funding cannot be used for maintenance and operation costs 11,11imposed atapplication of building permit 11Due prior to issuance of building permit i,,urrent Funding $2,038,876.35 $442,211.84 $1,596,664.51 ,,Original ordinance ,11111, No updates 11Administrative complexities ,11111, Tracking/ mapping funds ,11111, mVe wtif ic,?tiow of zu?ilRWle fuw4s * MM-.� Rough proportionality Connection between imposed requirements on development and park use projected as result of the development Individual approach — benchmarking / comparables / national standards not accepted as basis for methodology of assessment Operationalized as a city's current level of service 11,11inclusion of factors ,11111, Park type ,11111, Usage ,11111, Willingness to travel Comprehensive review and update of current ordinance Professional service contract ,Analysis Population Park acreage Park type Usage Travel distances Development method of assessing park dedication and development fees ,11111, Current level of service Laura Behrens Assistant Director of Parks and Recreation Laura.BebLens@dtofdenton.com y (940) 349-7469 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DENTON Legislation Text File #: ID 17-1321, Version: 1 Receive a report, hold a discussion, and give staff direction regarding the status and funding of the Vela Athletic Complex and the potential sale of City property on Highway 77 adjacent to North Lakes Park. City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton city Hale 41"X"Alw�215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation CM/ DCM/ ACM: Bryan Langley DATE: December 5, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the status and funding of the Vela Athletic Complex and the potential sale of City property on Highway 77 adjacent to North Lakes Park. BACKGROUND The bid specifications for the Vela Athletic Complex are currently under final review. The construction documents have been uploaded into ProjectDox and permit applications have been submitted. Bid advertising is expected to go out December 12, 2017 and December 19, 2017 with a bid opening projected for January 4, 2018 or January 9, 2018. Final selection and approval of a contractor is estimated to be completed in February 2018. Parks and Recreation Director Emerson Vorel provided Council with an update on the Vela Athletic Complex on September 12, 2017. During the presentation several funding strategies for the project were discussed. Council requested additional information regarding the potential sale of City owned property located on Hwy 77. The City acquired this property through an agreement for the purchase of approximately 20.5961 acres of land from Rayzor Investments under Ordinance 2008-293. The purchase contract provided for the allocation of a 14.7189 acre General Municipal Purpose tract and a 5.8774 acre Municipal Park tract. The intent of the purchase was to acquire land for the proposed Animal Care and Adoption Center. The 14.7189 acre tract met the desired criteria of accessibility and visibility, reasonable proximity to other public facilities or park like amenities, accessible infrastructure, and conducive site topography for the animal care facility. The smaller 5.8 acre tract was ideally situated to allow for the expansion of the northeastern limits of North Lakes Park. In 2012, a 4.393 acre lot was carved out of the 14.7189 acre General Municipal Purpose tract and was platted for the Animal Services facility. A mutual access easement was installed for future access to the remaining 10.3259 acres of the property. This acreage has been identified as the site for a second dog park. The proposed construction comes in response to numerous requests from the public for a dog park on the north side of the city and high usage and demand at Wiggly Field in Lake Forest Park off Ryan Rd. Additionally, a grant funded trail was recently installed on the General Municipal Purpose tract as part of the Northwest Trail Project that now connects Evers Park with the McKamy-Evers and North Pointe neighborhoods, the UNT Discovery Center, and North Lakes Park. The approximately 10 remaining acres of General Municipal Purpose land is zoned NRMU-12 mixed use. Within the 10 acre tract is a 0.71 section on the eastern Hwy 77 frontage zoned NR -2. The section provides a curb cut opening from Hwy 77 to the tract. Factors to consider when evaluating the viability of this property as a potential funding source include compatibility and desirability with the surrounding usage of land, zoning criteria and requirements, traffic access, and retainage of easement access to water infrastructure installed along Hwy 77. OPTIONS Three options for consideration are: • Continue exploring the sale of the 10 acre General Municipal Purpose tract. This will include examining the impact to the grant funded trail, retainage of easement to the water line, and identifying an alternate site for a second dog park. • Continue exploring the sale of a portion of the General Municipal Purpose tract. This would include examining a division of the property, impact to the grant funded trail, retainage of easement to the water line, and identifying an alternate site for a second dog park. • Retain the property and reserve the space for a second dog park as currently planned. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: 4.4 Provide and support outstanding leisure, cultural, and educational opportunities EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 Map Exhibit 3 Permitted Use Zoning Table Exhibit 4 Presentation Respectfully submitted: Emerson Vorel Parks and Recreation, Director Prepared by: Laura Behrens Parks and Recreation, Assistant Director Exhibit 2 Exhibit 3 Permitted Uses NR -2 NRMU-12 Residential Uses Agriculture p p Livestock L(7) L(7) Single-family Dwellings p p Accessory Dwelling Units SUP/L(1) L(1) Attached Single-family Dwellings N p Dwellings above Businesses N p Live/Work Units N p Duplexes N p Community Homes for the Disabled p p Group Homes N ''M P Multi -family Dwellings N L(4) Fraternity or Sorority House N ''M P Dormitory N ''M P Manufactured Housing Developments 'M P N NR -2 NRMU-12 Commercial Land Uses Home Occupation p p Sale of Products Grown on Site N N Hotels N N Motels N N Bed and Breakfast N L(10) Retail Sales and Service N L(15) Movie Theaters N N Restaurant N N Private Club N N Bar N N Drive -Through Facility N N Professional Services and Offices N L(14) Quick Vehicle Servicing N N Vehicle Repair N N Auto and RV Sales N N Laundry Facilities N p Equestrian Facilities ''MP N Outdoor Recreation ''M P Indoor Recreation N N Major Event Entertainment N N Commercial Parking Lots N N Administrative or Research Facilities N N Broadcasting or Production Studio N N Self -Service Storage N N Sexually Oriented Business N N NR -2 NRMU-12 Industrial Land Uses Craft Alcohol Production N N Printing/Publishing N N Bakeries N N Manufacture of Non -Odiferous Foods N N Feed Lots N N Food Processing N N Light Manufacturing N N Heavy Manufacturing N N Wholesale Sales N N Wholesale Nurseries N N Distribution Center/Warehouse, General N N Warehouse, Retail N N Construction Materials Sales N N Junk Yards and Auto Wrecking N N Wrecker Services and Impound Lots N N Kennels N N Veterinary Clinics N N Sanitary Landfills, Commercial Incineratiors, Transfer Stations N N Gas Wells L(27) L(27) NR -2 NRMU-12 Institutional Land Uses Basic Utilities L(25) L(25) Community Service N p Parks and Open Space p p Churches p p Semi -Public Halls, Clubs, and Lodges 'M F' L(15) Business/Trade School N N Adult or Child Day Care ''M P F' Kindergarten, Elementary School 1'M P �+ Middle School N p High School N N Colleges N N Conference/Convention Centers N N Hospital N N Elderly Housing N L(13) Medical Centers N N Cemeteries N N Mortuaries N N WECS 'lJP 'lJP WECS 'lJP 'lJP The following define the limitations to zoning uses when the zoning matrix identifies a use as permitted, but limited: L(1) = Accessory dwelling units are permitted, subject to the following additional criteria: 1. The proposal must conform with the overall maximum lot coverage and setback requirements of the underlying zone. 2. The maximum number of accessory dwelling units shall not exceed one (1) per lot. 3. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, and shall not exceed one thousand (1,000) sq. ft. GHFA unless the lot meets the requirements of L(1).5. 4. One (1) additional parking space shall be provided that conforms to the off-street parking provisions of this Chapter. 5. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, where the lot size is equal to or greater than ten (10) acres in size. An SUP is not required for such an accessory residential structure where the lot size is equal to or greater than ten (10) acres. 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 (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 (2) animals on parcels one (1) to three (3) acres in size. Additional animals may be added at a rate of one (1) per each acre over three (3). L(10) = All restrictions of L(8), but limited to no more than five (5) guest units. L(13) = Uses are limited to no more than fifty-five thousand (55,000) square feet of gross floor area per lot. L(14) = Uses are limited to no more than ten thousand (10,000) square feet of gross floor area. 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(25) = If proposed use is within two hundred (200) feet of a residential zone, approval is subject to a Specific Use Permit. L(27) = Must comply with the provisions of Subchapter 89, Gas Well Drilling and Production. NR -2 NRMU-12 General Regulations Minimum Lot Area (square feet) 16,000 3,500 Maximum Density 2 12 Maximum Lot Coverage 30% 800 Minimum Landscaped Area 70% 20% Maximum Building Height 40 feet 65 feet The following define the limitations to zoning uses when the zoning matrix identifies a use as permitted, but limited: L(1) = Accessory dwelling units are permitted, subject to the following additional criteria: 1. The proposal must conform with the overall maximum lot coverage and setback requirements of the underlying zone. 2. The maximum number of accessory dwelling units shall not exceed one (1) per lot. 3. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, and shall not exceed one thousand (1,000) sq. ft. GHFA unless the lot meets the requirements of L(1).5. 4. One (1) additional parking space shall be provided that conforms to the off-street parking provisions of this Chapter. 5. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, where the lot size is equal to or greater than ten (10) acres in size. An SUP is not required for such an accessory residential structure where the lot size is equal to or greater than ten (10) acres. 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 (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 (2) animals on parcels one (1) to three (3) acres in size. Additional animals may be added at a rate of one (1) per each acre over three (3). L(10) = All restrictions of L(8), but limited to no more than five (5) guest units. L(13) = Uses are limited to no more than fifty-five thousand (55,000) square feet of gross floor area per lot. L(14) = Uses are limited to no more than ten thousand (10,000) square feet of gross floor area. 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(25) = If proposed use is within two hundred (200) feet of a residential zone, approval is subject to a Specific Use Permit. L(27) = Must comply with the provisions of Subchapter 89, Gas Well Drilling and Production. Hwy 77 Property 1� 11,v ml Update °Vela Athletic Complex Presentation — September 2017 ,,,Current Status Construction documents uploaded in ProjectDox Permit applications submitted Bid set under final review — to Materials Management next week Bid Advertising — Dec. 12th and 19th (minimum 3 weeks) Bid Opening —Jan. 4th or 9th Presentation to Council — Feb. 20th °Council requested information regarding the potential sale of City owned property on Hwy 77 Potential funding strategy for Vela Athletic Complex Purchase and Intent °,& September 2008 °�Rayzor Investments °20.5961 acres 14.7189 General Municipal Purpose 5.8774 Municipal Park °Proposed Animal Care and Adoption Center Built in 2012 *Expansion of North Lakes Park °Identified site for northern dog park LOT 1, BLOCK A ANIMAL ADOP7104A CENTER 4,4 ACRE FOR GENERAL MUNICIPAL PURPOSES 70ACT N R -Z ,7 ACRE GENERAL IMUNIOPAL PURPOSES TRACT NRMV-12 9,,G ACRE MUNICIPAL PAR r TRACT KlPhlu-12 5�0 ACRE 11-2 NRMU-12 7-, Considerations °Compatibility with surrounding land use °Zoning criteria and requirements °Traffic access °,&Tra i Retainage of easement Options Continue to explore the sale of the 10 acre General Municipal Purpose tract ) Impact on grant funded trail Retainage of waterline easement c) Identify alternate location of second dog park u Continue to explore the sale of a portion of the 10 acre General Municipal Purpose tract a) Division of property Impact on grant funded trail c) Retainage of waterline easement d) Identify alternate location of second dog park 3, Retain the property and reserve the space for a second dog park as currently planned. Direction ......... ...... / ............. .... .... ........ ......................... y ..................................................................................... ................... ................ y i e w .............. r Laura Behrens Assistant Director of Parks and Recreation L a u r a B e li.re.n.s..0 -t o-Men-ton.com .......... .......... ..... .......... ........ i .......... y ........................................................................................................................... (940) 349-7469 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN Legislation Text File #: ID 17-1641, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding use of Tax Increment Reinvestment Zone No. 1 (Downtown TIF) funds for capital projects and the Downtown Reinvestment Grant Program. City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton City Hale rw 215 E. McKinney Street 4,1 p DENT ""' Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET CITY COUNCIL DEPARTMENT: Economic Development CM/ DCM/ ACM: Bryan Langley DATE: December 5, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding use of Tax Increment Reinvestment Zone No. 1 (Downtown TIF) funds for capital projects. BACKGROUND Economic Development staff worked with several City departments to compile information on planned capital improvement projects for the next five years within the Downtown TIF Zone. Staff then expanded the request and worked with the departments to develop a list of additional proposed capital improvement projects that could be done within the Downtown TIF Zone in the next five years. This group of projects is designed to complete a full capital improvement plan in the Downtown TIF. Total estimated costs for the planned projects are $11.9 million and total estimated costs for the proposed projects are $35 million. Staff presented the information on the planned projects to three stakeholder groups (Economic Development Partnership Board, Downtown Task Force, and the Denton Main Street Association Board) to solicit their input on project prioritization. Feedback from the majority within the three groups was consistent in placing parking projects first, sidewalk projects second, and street light projects third. Some stakeholders advocated for the completion of the Industrial Street Park, and others expressed a preference for prioritization of downtown drainage projects. Staff shared the proposed projects with stakeholder groups via email. Based on feedback from stakeholder groups and other interested citizens, staff recommended to the TIF Board that the following projects be funded from the Downtown TIF fund and completed: 1. Sidewalks and lighting on the mews streets around the Square (Austin, Walnut, Pecan, with the exception of Austin Street sidewalks, east from McKinney to Oak) 2. North Locust, north of the Square: sidewalks on both sides need repair or replacement, ADA ramps, and pedestrian -scale lighting from West Oak to McKinney 3. North Elm, north of the Square: sidewalks on both sides need repair or replacement, ADA ramps, and pedestrian scale lighting from West Oak to Parkway 4. Pedestrian scale lighting on West Oak Street, west of the Square, from the 200 block to the east side of Carroll Boulevard 5. Pedestrian scale lighting on West Hickory Street, west of the Square, Cedar Street to the east side of Carroll Boulevard The TIF Board met on November 17 and reviewed the recommended projects. Based on costs, the TIF Board recommends funding items two through five: Project A: North Locust, north of the Square: sidewalks on both sides need repair or replacement, ADA ramps, and pedestrian -scale lighting from West Oak to McKinney Project B: North Elm, north of the Square: sidewalks on both sides need repair or replacement, ADA ramps, and pedestrian scale lighting from West Oak to Parkway Project C: Pedestrian scale lighting on West Oak Street, west of the Square, from the 200 block to the east side of Carroll Boulevard Project D: Pedestrian scale lighting on West Hickory Street, west of the Square, Cedar Street to the east side of Carroll B Boulevard The Board also recommends no more than 33 percent of the fund balance be used for projects, annually. The year-end fund estimate is $1,463,338; 33 percent of the fund is $482,901.54. PRIOR ACTION/REVIEW (Council, Boards, Commissions) November 17, 2017 — The Downtown TIF met, reviewed the recommended projects and made a recommendation to City Council to fund the following items: Project A: North Locust, north of the Square: sidewalks on both sides need repair or replacement, ADA ramps, and pedestrian -scale lighting to McKinney Project B: North Elm, north of the Square: sidewalks on both sides need repair or replacement, ADA ramps, and pedestrian scale lighting to Parkway Project C: Pedestrian scale lighting on W. Oak Street, west of the Square, from the 200 block to the east side of Carroll Blvd Project D: Pedestrian scale lighting on W. Hickory Street, west of the Square, from the 200 block to the east side of Carroll Blvd The Board recommended no more than 33 percent of the fund balance be used for projects, which is in addition to the annual revenue that is received. The year-end fund estimate is $1,463,338; 33 percent of the fund is $482,901.54. October 24, 2017 - City Council held a work session regarding the Downtown TIF, and a majority of the members agreed to continue the Downtown TIF. Council directed that the funding for the Downtown Reinvestment Grant Program come from the Downtown TIF fund beginning in fiscal year 2018-19. Council requested that a list of capital projects for cash funding in the Downtown TIF area be developed and brought back for review. Finally, Council requested a future work session to discuss the terms of the Downtown TIF and whether the contribution percentages should remain as -is or be altered. September 18, 2017 - Main Street Association Board received a presentation regarding the Downtown TIF, including planned capital improvement projects within the next 5 years within the zone. The Board provided input regarding prioritization of planned projects. September 14, 2017 - Downtown Task Force (a subcommittee of the Economic Development Partnership Board) received a presentation regarding the Downtown TIF, including planned capital improvement projects within the next 5 years within the zone. The Task Force provided input regarding prioritization of planned projects. September 13, 2017 - Economic Development Partnership Board received a Work Session presentation regarding the Downtown TIF, including planned capital improvement projects within the next 5 years within the zone. The Board provided input regarding prioritization of planned projects. June 20, 2017 - Council held a courtesy public hearing regarding the Downtown TIF. June 6, 2017 - Council received a Work Session presentation regarding the Downtown TIF. September 15, 2015 - Council passed Ordinance No. 2015-300 approving a Chapter 380 incentive grant of $76,000 for five years ($380,000) from the Downtown TIF fund for the Railyard development at 608 E. Hickory. August 5, 2014 - Council passed Ordinance No. 2014-221 approving the following amendment to Exhibit D of the Project Plan: "Pursuant to the Texas Local Government Code, section 272.001, the City of Denton may utilize City -owned property that is located in a reinvestment zone to facilitate economic projects which the City and TIF Board deem appropriate and desirable. The City may acquire, lease, sell or otherwise transfer property to accomplish the public purpose of economic development that is consistent with the Project Plan. Such projects may include public-private partnerships, transit -oriented developments, or the recruitment of specific industries including, but not limited to, hi -tech or emerging technology companies, local start-up businesses, artisan or "maker" industries, the creative sector, bakeries, microbreweries, micro -distilleries, wineries, grocery stores, or other industries that the TIF Board and the City Council deem desirable." August 16, 2011 - Council passed Ordinances No. 2011-128 and 2011-129, the Downtown TIF Project Plan and Finance/Feasibility Plan, respectively. The plans define the boundaries, scope, feasibility, and projects that may be funded by the TIF. December 7, 2010 - Council passed Ordinance No. 2010-316, which established the Downtown TIF. It took effect on January 1, 2011, and the City of Denton is the sole participating jurisdiction. August 17, 2010 - The DTIP was approved by City Council (Resolution No. R2010-032). It identified specific projects and goals in order to spur development and redevelopment in Downtown, as well as financing opportunities, which included creating a TIF district. The Downtown Master Plan, the RTKL Catalyst Project study, and the DTIP all were reviewed and endorsed by stakeholders, the Downtown Task Force, the Economic Development Partnership Board and City Council. All three of these studies/plans recommended the creation of a TIF. 2008 - Council reviewed the process and purpose of a TIF. After several meetings regarding the Downtown TIF, it was decided to postpone the establishment of the TIF until the Downtown Implementation Plan (DTIP) was complete. 2005 - RTKL was hired to identify five catalyst projects Downtown that would be capable of becoming viable developments and would spur other development in those areas. This information was one of the primary sources ultimately used in formulating the Downtown TIF Project, Feasibility and Finance Plans. 2003 - The Downtown Master Plan (Ordinance No. 2003-164) was adopted by the City Council after a review process that included a public hearing and a report and recommendation by the Planning and Zoning Commission. The plan was a framework of recommendations on future land use, transportation, and public improvements that was formulated to assist with redevelopment and development in the Downtown area. FISCAL INFORMATION On September 15, 2015, the City Council passed Ordinance No. 2015-300 approving a Chapter 380 incentive grant of $76,000 for five years (for a total of $380,000) for the Railyard development at 608 E. Hickory. To date, two payments have been made ($152,000). At the Council meeting on October 24, 2017, Council recommended funding the Downtown Reinvestment Grant through the Tax Increment Zone funds, beginning in FY 2018-2019 (currently set at $100,000 per year). As of September 30, 2017, the actual tax revenue that has gone into the Downtown TIF Fund is $1,313,757. The year-end estimated fund balance for the fund is $1,463,338. The current estimated bonding capacity of the Downtown TIF fund is $9-12 million based on a 4 percent growth in revenue. The Board recommended no more than 33 percent of the fund balance be used for projects, which is in addition to the annual revenue that is received. The year-end fund estimate is $1,463,338; 33 percent of the fund is $482,901.54. Estimated costs for the recommended projects are: Project A: North Locust (Oak to McKinney) Conduit and pedestrian scale lighting (approximate cost) $119,215 Sidewalks and ADA ramps $188,000 Estimated Total $307,215 Project B: North Elm (Oak to McKinney) Conduit and pedestrian scale lighting (approximate cost) $221,400 Sidewalks and ADA ramps $436,000 Estimated Total $657,400 Project C: West Oak (Carroll to Elm) Conduit and pedestrian scale lighting (approximate cost) $255,461 Estimated Total $255,461 Project D: West Hickory (Carroll to Elm) Conduit and pedestrian scale lighting (approximate cost) $255,461 Estimated Total $255,461 Total of the four recommended projects $1,475,537 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: 2.5 Develop Capital Improvement Program (CIP) based on community needs EXHIBITS 1. AIS 2. Minutes from 11-17-17 TIF Board meeting 3. Scenario A 4. Scenario B 5. Power Point Presentation 6. Planned and Proposed Projects Respectfully submitted: Caroline Booth Director of Economic Development Prepared by: Julie Glover Economic Development Program Administrator MINUTES CITY OF DENTON DENTON TAX INCREMENT FINANCE ZONE NO. 1 BOARD November 17, 2017 After determining that a quorum was present, the Denton Tax Increment Finance Zone No. 1 Board convened on Friday, November 17, 2017, at 12:14 p.m. in the City Hall Work Session Room, 215 E. McKinney, Denton, Texas. PRESENT: Virgil Strange, Hank Dickenson, Sara Bagheri, Ben Esely, and Paul Meltzer ABSENT: Gerard Hudspeth, Melissa Lenaburg STAFF PRESENT: Bryan Langley, Julie Glover, Christina Davis, and Michelle Coughlin 1. REGULAR MEETING A. TIF17-007 Consider approval of the minutes of the July 21, 2017, meeting. Strange made a motion to approve the minutes as presented. Bagheri seconded the motion was approved (3-1). Meltzer opposed. B. TIRZ17-005 Receive a report, hold a discussion, and make a recommendation to City Council for a Chairperson for the Tax Increment Zone No. 1 (Downtown TIF) Board of Directors. Bagheri motioned to recommend Melissa Lenaburg to the City Council as Chairperson for the Tax Increment Zone No. 1. (Downtown TIF) Board of Directors. Meltzer seconded the motion. The motion was approved unanimously with a vote of (4-0). C. TIRZ17-006 Receive a report, hold a discussion, and elect a Vice -Chair of the Tax Increment Reinvestment Zone No. 1 (Downtown TIF) Board of Directors. Esely motioned to recommend Paul Meltzer as Vice -Chair of the Tax Increment Reinvestment Zone No. 1 (Downtown TIF) Board. Bagheri seconded the motion. The motion was approved unanimously with a vote of (3-0). D. TIF17-008 Receive a report, hold a discussion, and make recommendations to City Council to fill three seats on the Tax Increment Reinvestment Zone No. 1 (Downtown TIF) Board. Bagheri made a motion to recommend to City Council; Alex Payne, John Lenz, and Melissa Lenaburg to fill three seats on the Tax Increment Reinvestment Zone No. 1 (Downtown TIF) Board. Meltzer seconded the motion. The motion was approved unanimously with a vote of (4-0). E. TIF17-009 Receive a report and hold a discussion regarding quarterly Downtown Tax Increment Reinvestment Zone No. 1 (Downtown TIF) meeting dates for 2018. Bagheri motioned to schedule Downtown Tax Increment Reinvestment Zone No. 1 (Downtown TIF) lunch meetings every other month, on the fourth Wednesday, at 12:00 p.m. Meltzer seconded the motion. The motion was approved unanimously (4-0). Dickenson Arrived. F. TIF17-010 Receive a report, hold a discussion, and make recommendation to City Council regarding Capital Improvement Projects in Tax Increment Financing Zone No. 1 (Downtown TIF). The Board chose to recommend to City Council, regarding Capital Improvement Projects in the Tax Increment Financing Zone No. 1 (Downtown TIF), the funding for the following projects (Numbers 2-5 on item F, back-up information). • North Locust, north of the Square: sidewalks on both sides, ADA Ramps, and Pedestrian -scale lighting to McKinney. • North Elm, north of the Square: sidewalks on both sides, ADA ramps, and pedestrian —scale lighting to Parkway. • Pedestrian scale lighting on W. Oak Street, west of the Square, from the 200 block to the east side of Carroll Blvd. • Pedestrian scaled lighting on W. Hickory Street, west of the Square, from the 200 block to the east side of Carroll Blvd. The dollar amounts in the back-up information are estimates, not to exceed 33% of the fund at year end projections. Bagheri motioned to recommend to City Council, regarding Capital Improvement projects in the Tax Increment Financing Zone No. 1, projects listed as 2-5 on the back-up information and outlined above. Metzler seconded the motion. The motion was approved unanimously (5-0). G.TIF17-011 Receive a report, hold a discussion, and give staff direction regarding changes to the Downtown Reinvestment Grant Program, funding source, policy, and procedure. The Board decided they have time to make a decision and they chose to postpone this item to another meeting. The meeting adjourned at 1:45 p.m. CITY oposNTON DOWNTOWN TAX INCREMENT REINVESTMENT ZONE (nm) SCENARIO A -- TIF BOARD RECOMMENDATIONS FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 Estimate Projected Projected Projected Fund Balance $z,4ssssu $ yoyua $ 518,399 $ rsyosr Revenues: Property Taxes | Interest Income Total Revenue 902 902 76,000 $ 76,000 100,000 307,215 657,400 137 S 833,400 x 76,000 100,000 100,000 Fund Balance $ 949,103 $ 518,399 $ 769,257 $ 1,121,726 CITY OF DENTON DOWNTOWN TAX INCREMENT REINVESTMENT ZONE (TIRZ) SCENARIO B -- ALL PROJECTS YEAR ONE FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 Estimate ' Projected' Projected' Projected Fund Balance $ 1,463,338 $ 291,703 $ 518,399 $ 769,257 Revenues: $ 379,902 $ 379,902 $ 76,000 307,215 657,400 255,461 255,461 8 $ 45 $ 76,000 $ 76,000 $ 100,000 100,000 100,000 Ending Fund Balance $ 291,703 $ 518,399 $ 769,257 $ 1,121,726 Tax Increment Finance Zone #1 Proaosed Proiects Bryan Langley- Deputy City Manager December 5, 2017 ► Present recommendations from the Tax Increment Finance (TIF) Board on proposed capital improvement projects within the TIF #1 zone Four projects which include pedestrian scale lighting, sidewalks and ADA ramps ($1,475,537) No more than 33% of the fund balance should be spent Uiilo 2017 Year end estimate $1,463,338 pilo 33% of the estimate $ 4827902 North Locust (Oak to McKinney): Sidewalks and ADA ramps $188,000 Pedestrian -scale lighting $119,215 Estimated Total $3079215 North Elm (Oak to Parkway) Sidewalks and ADA ramps Pedestrian scale lighting Estimated Total 1 1r $436,000 $221,400 $657,400 West Oak (Carroll to Elm) Pedestrian scale lighting $255,46 West Hickory (Carroll to Pedestrian scale lighting :� " r Elm) $255,46 SCENARIO --TIF BOARD RECOMMENDATIONS FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 Estimate Projected Projected Projected Fund Balance $ 1,463,338 $ 949,103 $ 518,399 $ 769,257 evenues: ropertyTaxes plus Interest Income $ 379,902 $ 402,696 $ 426,858 $ 45 otalRevenue $ 379,902 $ 402,696 $ 426,858 $ 45 Railyard 380 Agreement $ 76,000 $ 76,000 $ 76,000 $ Downtown Reinvestment Grants Program - 100,000 100,000 100,000 Cash Funded Projects - - - - Project A 307,215 Project B 657,400 Project C 255,461 Project D255,461 Debt Service - Total Expenditures $ 894,137 $ 833,400 $ 176,000 $ 100,000 Ending Fund Balance I; $ 949,103 $ 518,399 $ 769,257 $ 1,121,726 SCENARIO B -- ALL PROJECTS YEAR ONE FY 2017-18 FY 2018-19 FY 2019-20 FY 2020-21 Estimate Proiected Proiected Proiected ing Fund Balance ues: rtyTaxes plus Interest Income $ 379,902 $ 402,696 $ 426,858 $ Revenue $ 379,902 $ 402,696 $ 426,858 $ Ending Fund Balance $ 291,703 $ 518,399 $ 769,257 $ 1,121,726 0/ I; 1. Approve TIF Board recommendations 2. Consider funding all projects in year 3. Consider different projects and timelines Bryan Langley Downtown TIF Area 5 -Year CIP Projects Engin. Drainage Project for Upper PEC-0Phase3 Be, culvert Imp is between East d West provemen Sycamore an Contain 100 -yea, storm underground within proposed box culvert. Remove properties from the $ 2,200,000 ...,. Mulberry Streets. flood Plan ...., ...., ...., ...., ...., ....... Engin. DrainageProjctfrom Downtown Drainage Downtown Sewer Improvements Trunk Line, South Bell and Alleviate ocal zed flooding In downtown area $ 1,600,000 M t n 0 kStet5Xs This project will provide the minimum requirements to establish Enhance public safety for Union Pacific Railroad Engin_ Quiet Zones in Downtown quiet zone within the downtown area. This may include wayside horns, medians, ora combination of them that would lower the t5 and th crossings a Sycamore an y on e $ 1,000,000 and associated with a train at an urban crossing, but may not downtown square, affecting quality of life and ge provide qua pe eliminate it altogether or de adequate pedestrian protection, onomic development in Downtown ...., ...., ...., ...., ...., ...., ...., ...., Year Total: ...., ...., ...., $ 3,800,000 $ ...., 1,000,000 ...,.$ $.. ....,$ ....... $ 4,800,000 ff III 1IIIIiihu�Yl�111161411- Projected Cost Dept. Title Description Impacts YR1 Y11 Y11 YR4 YR Carroll Blvd Feeder Extens on able along Carroll Blvd from5 re St sta11650 tUG mainlinec g Sycamore ZeSr of sys tyan pro eelectrcdstr but on tem rel ab l7 d $75 ,000 DME ...., ...., ...., .. to Mll X.... flex .b.I tX ...., ...., .... ...., ...., ....... Old Central Parking Lot Street Lighting Install street lighting on Bolivar St& McKinney St around Old Central Provide street ghting around new park ng lot $20,000 DME P Industrial St Apartments Install new underground cable and conduit and transformer to provide service to new load $20,000 DME provide service to new apartment bui Idi ng at 404 I ndustria l McKinney/Oakland Feeder Tie of UG cable al Upg de app mately 1,0011' lo McK nney St om Impro Improve e electric dstrb ton system lability and $150,000 DME Bell Ave west[ Oakland St. ty ...., ...., ...., .. Downtown Area Switch Replacement Rptd latedswitches with sealed switches ..b ...., ...., Replace aging nfrastructure and Improve reliability ...., ...., $400,000 ...., ....... DME to c2pad due ndenton/corros o . underg oune Int h Upgrade ppr ately 1,000 f3 ph underground Downtown Feeder Upgrade Phase 1 downtown area to new 750MCM cable and 6ndu td Replace t circuit ggf Increase $500,000 DME g othand.ageofceble. capacity, Improve relablty. .... .... .... .... . .. ..t..r . vearTotai $115,000 .... .... $sso,000 $o .... .... $o$soo,000 $1,165,000 _ o ooploioo uoo uooploi MMmImpact _ Dept. ...., Project ...., ...., .. Project Description ...., ...., ...., ...., ...., ...., ...., .... Projected Cost ...., ...., ....... YR 1 YR 2 YR 3 YR 4 YR 5 Parks Industrial Street Park Industrial between Hickory Mulber Ph.15 . W tside of ry. y, Prov.. id Councl re td paceinthe $ 25,000 .... ....... .... .... .... ....... Community meetings, Conceptual Design downtown area. .... .... .... .... . ..$ .......$ vearTotai:.�$ 25,000 $ $.... 25,000 Downtown TIF Project List 10-25-17-ver2 12/1/2017 Downtown TIF Area 5 -Year CIP Projects Trans Trans Provides parking capacity for NE area of Square. 81 spaces; improves safety, landscepe, pedestrian ani Lot Reconstruct parking lot located at Cedar Street and McKinney. aesthetic enhancements to existing parking Approx. 96 current spaces, partial gravel. surface. Project w ill ndude enhanced solid waste vetments to keep dumpsters offstreet in the ea [Funded] Resurface parking lot located at Railroad Avenue, McKinney and Resurface of parking lot for CHE and transit area. Lot Safety, pedestrian, aesthetic, and ADA accessible Hickory; east of CH E. Currently 113 parking spaces. enhancements to existing parking surface. Cost Downtown TIF Project List 10.25-17-ver2 12/1/2017 Downtown TIF Area 5 -Year CIP Projects Water Elm Street Replace aging waterg—on Elm Street to ncrease capacity and Project 8,883ft C--:$3,156,700 $ 952,376 mM—fl,e flow, Hwy 380 to Eagle Drve ...L TIF Parkway to Prairie, 2,680ft,$952,376 Water R t ly Steet to ase �pacty d p gng e3 Project SSSSft C [$2,192,312 $ 535,018 Locust Street pl gt 0 vet real w, Hw 380,toE I D ve TIF: McK nney to Prair e, 2,161ft, $535,018 Water Project 2,360ft C--:$294,140 $ 135,728 Mulberry Street Replaceaging terlines on MulberryStreet, Bernardto Elm TIF Ca roll to Elm, 1,089tt, $135,728 Water R pl g'ng --Ii— — A—h Street to rease-p-ry and Project 1,137tt C--:$404,050 $ 281,497 ...., Austin Street ...., ...., ...., mprovetre flow, WC nney to Mulberry ...., ...., ...., ...., TIF: MCC nneyto Mulberry, 1,137tt, $281,497 ...., ...., ...., ...., ...., ...., ...., ...., ....... Year Total:., 1,768,891 135,728 1,904,619 II�III�IIIJ3IIII VIII III IIIIIII II IIIIIII I�'wI III m. Projected Cost Dept. Project Project Description tal Project vs. TIF Portion YR 1 YR 2W"t YR 3 YR 4 YR 5 S.more III R pl /'mpm t ate runes on7M�Ib—y ject 210ft C st $32,645 $ 32,645 Watee y W rghta dl d -o F:W wrght to Ind.-ol, 210ft,$32,645 .... DATCU .... .... R /m ,— li es on�- p pro astewateo ect SOOft C st $96,250 71!E $ 96,250 Watee.. r BI yd d Ceda St IF Ca oll to N Cedar, 500tt, $96,250 Waste Elm Street R pl /impro t water Imes o n Elm from Eaglroject 8883ft C -:$2,986,750 $ 496,725 Water ...., ...., .. then Oak to Unvers ty ..,, ......, IF: Parkway to Pra rie, 2,685tt, $496,725 ..,., ...., ....... Waste Locust Street Rpl /mpro twaterl neson Locust from Eroject SSSSttC [$2,163,000 $ 870,825 Wate... r..., then Oak to„ Unvers ty IF,MCK nney to Pra,ir e, 2,545tt, $470,825 Year Total: - 1,063,800 - - 32,645 1,096,445 YEARTOTALS: $ 5,841,077 $ 4,382,691 $ - $ 135,728 $ 532,645 PLANNED PROJECTS TOTAL ESTIMATED COSTS FOR YEARS 1 - 5 $ 10,892,141 Downtown TIF Project List 10-25-17-ver2 12/1/2017 Proposed 5 -Year C1 Projects Downtown TIF Area Drainage Projectfrom Downtown Drainage Hickory System and Downtown Laterals System -This projectwill help Drainage MasterPlan alleviate flooding and conveying collected storm water to the creek in the Downtown area. Drainage Drainage Au stin St., M c K inney to M u [be rry System and Downtown Laterals System $ 700,000 100�year storm an de rground wthin :d box cu Iver. Remove properties from TBD n...., ...., .. Year Total: $ 700,000 $ $100,000 $100,000 Replace/upgrade 5 street lights and cable on Oak St east of Bell Ave To accommodate development on Oak St and turn /Bell Street Light Revisions and on Bell between Oak St & McKinney St.. lane on Bell St my Hist cal Park Lighting Install new lighting at County Historical Park. Requested b y C ty H storical Park $300,000 Replace/upgrade approximatelyht able, =t Lighting Upgrade ndulaall sttreet lights n the Downtown s m larto the recent Replace agingInfrastructure, Improve rel a blty, ... .. .. e H Improve aesthetics .. eS Repa3 additional pad-mountedaionInsulated switches with sealed Replaceaging Infrastructure and Improve ntown Area Switch Replacement du t ondensat / rel l ....$1,100,000 Install automated distribui"on equ pment at select locations to Improve electric distribution system relabIlity and ntown Area Distribution Automaton develop sm rtdstrbuton 5rd flexblty Upgrade at 1,800 f3 -ph undergroundunin the Pg a approximately $270,000 $1,675,000 ,ntown Feeder Upgrade Phase 2 downtown areato new750MCM cable and 6" ndult due to load R place aging Infrastructure, Increase circuit growth and ale of cable. capac ty, Improve relablty. Reb upg d overhead line along Frame St and Oak St behind City RPI ng gif t ctute, asecircuit St East Rebind Hall Eatt. ty Rebuild/upgrade overhead line along Sycamore Stfrom Bell Aveto Replace aging Infrastructure, Increasecircuit more St East Rebuild Expos tion St capacity, Improve reliabLity. Rebuild/upgrade overhead line along Bolivar St from Congress St to Replace aging Infrastructure, Increase circuit iar St Rebuild Oak St capacity, Improve rel ab I ty. Improve electric distribution system reliability and ite Improvements McKinney and Eagle substations, McKinney West Line upgrade !mbllrty ...., ...., ...., ...., ...., ...., ...., ...., ...., ...., Year Total: $100,000 $100,000 $100,000 $100,000 $100,000 $125,000 . $125,000 $125,000 $350,000 $300,000 $200,000 $700,000 $200,000 .. .. $120,000 .. .. $100,000 ....$1,100,000 $100,000.. $270,000 $1,675,000 $645,000 $1,000,000 $500,000 $4,090,000 Downtown HE Project List 10-25-17-ve2 12/1/2017 Proposed 5 -Year CI Projects Downtown TIF Area Facil. BCity Hall West Facil.Main City Hall acts .... .... .... YR 1 .... YR 2 ntenance of Hickoryfrom Carroll to Cedar. $ 250,000 ce public safety for Union Pacific Railroad sings at Sycamore and Hickory on the ntown square, affecting quality of life and $ 750,000 $ 750,000 $ 7,500,000 iomic development in Downtown. Restores historically significant structure in and rehabilitation of City hall West downtown.) mpacts to tourism, entertainments, $ 25,000 $ 225,000 $ 6,000,000 and cultural scene in Denton. Prov des for a new municipal complex that and construct new Main City Hall consolidates all administrative functions on a TBD ...., ...., ...., ...., ...,. n�le campus, ...., ... vearrotal: $ 25,000 $zzs,000 5.. 6,000,0005 YR 5 $ - $ 6,250,000 Downtown HE Project List 10-25-17-ye2 12/1/2017 Hickory Street Maintenance from Carroll to Streets Department wi I I use O&M money to repair Hickory Street from Engin. Cedar Carroll to Cedar This project will provide quiet zones within the downtown area that Engin. Quiet Zones In Downtown provides for true quiet operation ofthe trains (i.e. no horns) by providing crossing arms, signage, medians and pedestrian barriers. Add a right turn lane at the intersection of N Bell Ave and E McKinney Engin. Oak and Bell (Right turn lane and sidewalk St. as we l I as sidewalks on East side of BeI and on East Oak St. enhancements) Removes utility and other poles, improves/creates sidewalks. Engin. Drainage Austin MCKinneyto Mulberry Facil. BCity Hall West Facil.Main City Hall acts .... .... .... YR 1 .... YR 2 ntenance of Hickoryfrom Carroll to Cedar. $ 250,000 ce public safety for Union Pacific Railroad sings at Sycamore and Hickory on the ntown square, affecting quality of life and $ 750,000 $ 750,000 $ 7,500,000 iomic development in Downtown. Restores historically significant structure in and rehabilitation of City hall West downtown.) mpacts to tourism, entertainments, $ 25,000 $ 225,000 $ 6,000,000 and cultural scene in Denton. Prov des for a new municipal complex that and construct new Main City Hall consolidates all administrative functions on a TBD ...., ...., ...., ...., ...,. n�le campus, ...., ... vearrotal: $ 25,000 $zzs,000 5.. 6,000,0005 YR 5 $ - $ 6,250,000 Downtown HE Project List 10-25-17-ye2 12/1/2017 Proposed 5 -Year CI Projects Downtown TIF Area YR 5 ,oves dumpsters from street encouraging plete streets and improving vehicular& $ 172,500 =str an safety ...., ...., ..., ...., loves dumpsters fromstr tr t encouragrog plete streets and improving vehicular& $ 138,000 =str an safety ...., ...., ..., ...., loves dumpsters fromstr tr t encouragrng plete streets and improving vehicular& $ 138,000 strian safety. loves dumpsters from street encouraging plete streets and Improving vehicular & strian safety. ate two "mid-cycle" truckto redrce risk of of service with only one truck due to with only one truck dre to mechanical ...., ...., 1,000,000 ....., *Year Total: $ 1,872,500 $ 138,000 $ 138,000 $ 138,000 $ - $ 2,286,500 'Depending on truck purchase, estimated total for year one & project total could be $300,000 less. Dept. Install underground refuse on muse street around the Square. Walnut ound Refuse on Walnut St. ST.5 du mpste rs at $34,500 per unit. ($14,500 per assembled unit, YR 4 $20,000 each to nstall )...., n muse street around they Install underground refuse quare Cedar ound Refuse on Cedar St. ST. 4 du mpste rs at $34,500 per unit. ($14,500 per assembled unit, $20,000 each to nstall )...., Walnut St. Improvements sidewalks for complete street, consider permanent or limited street Install underground refuse on muse street around the Square. Pecan ound Refuse on Pecan St. ST. 4 du mpste rs at $34,500 per unit. ($14,500 per assembled unit, $20,000 each to install.) Walnut St. Install underground refuse on muse street around the Square Austin ound Refuse on Austin St. ST. 4 du mpste rs at $34,500 per unit. ($14,500 per assembled unit, $20,000 each to install.) Enhances parking ca pati y il f or downtown retail Retrofit collection truck with necessary equipment to access Existing Truck underground refuse container. Retrofit collection truck with necessary equipment to access New Truck undereround refuse container. YR 5 ,oves dumpsters from street encouraging plete streets and improving vehicular& $ 172,500 =str an safety ...., ...., ..., ...., loves dumpsters fromstr tr t encouragrog plete streets and improving vehicular& $ 138,000 =str an safety ...., ...., ..., ...., loves dumpsters fromstr tr t encouragrng plete streets and improving vehicular& $ 138,000 strian safety. loves dumpsters from street encouraging plete streets and Improving vehicular & strian safety. ate two "mid-cycle" truckto redrce risk of of service with only one truck due to with only one truck dre to mechanical ...., ...., 1,000,000 ....., *Year Total: $ 1,872,500 $ 138,000 $ 138,000 $ 138,000 $ - $ 2,286,500 'Depending on truck purchase, estimated total for year one & project total could be $300,000 less. Dept. Tftle Description Impacts YR 1 YR 2 YR 3 YR 4 YR 5 Update municipal utilities, replace existing roadway Including 16' Improve pedestriantr an accessibility Including the Trans. Walnut St. Improvements sidewalks for complete street, consider permanent or limited street restriction ofvehicle access in the 100 block of $ 763,152 Walnut St. Enhances parking ca pati y il f or downtown retail and entrainment district east of Sq uare, additional Trans. Parking Lot, Option A Structured parking located at McKinney, Oakland, and Oak parking forthe municipal complexto include; Civic $ 600,000 $ 7,920,000 Center, City Hall and Quakertown Park. 360 ...., ...., ...., ...., ...., ...., ...., ...., . spaces ...., ...., ...., ...., ...., ..., ., ........ Enhanced par king for Hickory/Industrial/Oak entertainment area, Civic Center, City Hall and Trans. Parking Lot, Option B Reconstruct surface parking lot located at McKinney, Oakland and Quakertown Park. Approximately 180 parking $900,000 Oak. Current) 125 kin tial I. Currently parking grave stalls if reconstructed as surface lot. Safety, y, landscape, pedestrian and aesthetic enhancements to existing parking surface. Creates sidewalk connectivity in downtown to Trans. New Sidewalk (gap filling)* Fills in sidewalk gaps create walkable location. Est. overall cost: $ 240,000 $ 240,000 $ 240,000 $ 240,000 $ 240,000 ...., ...., ...., ...., ...., ...., ...., ...., $1,118,827 I I..., ., ........ Trans. ADA ramp replacement Replaces or updates ADA ramps Creates accessible pathways in downtown. Est. $ 120,000 $ 120,000 $ 120,000 $ 120,000 $ 120,000 .... .... .... .... .... .... .... .... ... overall cost: .... .... ... ........ Creates sidewalk connectivity in downtown to Trans. Sidewalk replacement Replacement ofexisting sidewalks create walkable location. Est. overall cost: $ 50,000 $ 50,000 $ 50,000 $ 50,000 $ 50,000 $250,000 'Uses a standard 5' sidewalkwith no enhancements(e.g. tree wells, brick pavers) Year Total: $ 1,173,152 $ 410,000 $ 1,010,000 $ 9,230,000 $ 410,000 $ 12,233,152 YEAR TOTALS: $ 5,070,652 $ 3,258,000 $ 15,323,000 $ 10,493,000 $ 940,000 PROPOSED PROJECTS TOTAL ESTIMATED COSTS FOR YEARS 1- 5 $ 35,084,652 Downtown TIF Project List 10-25-17-ve2 12/1/2017 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN File #: ID 17-1648, Version: 1 Legislation Text AGENDA CAPTION Receive a report, and hold a discussion, and give staff direction regarding the Credit and Collection Policy of the City Utility System. City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton City Hall 215 E. McKinney Street D NT N Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Finance DCM: Bryan Langley DATE: December 5, 2017 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the Credit and Collection Policy of the City Utility System. BACKGROUND On October 17, 2017, the City Council received a report and held a discussion about the Credit and Collections Policies of the City Utility System. The specific review was in regards to Ordinance 2010- 292, which details the credit and collection practices utilized by Denton Municipal Utilities. The changes undertaken were in response to recommendations made in a 2008 management review conducted by Navigant Consulting as well as evidence that the City's uncollectible debt was increasing in amount and in proportion to total accounts receivables. Staff has closely monitored the impact of each of the ordinance changes over the last several years, and the results indicate that the primary objectives of these initiatives are being met. The number of delinquent accounts continues to decrease, credit screenings are ensuring that customers receive fair collection treatment, and uncollectible debts have been reduced. During the October 9, 2017, Public Utilities Board meeting and October 17, 2017, City Council meeting, Customer Service presented the Credit and Collections results and practices. The Board and Council asked staff for further information in regards to the meter/billing cycles, survey comparisons, fair credit scoring, fee review, deposit options and additional funding to the P.L.U.S One program. During the November 13, 2017 Public Utilities Meeting and November 14, 2017, City Council meeting, Customer Service presented the follow-up information and provided options for direction regarding the P.L.U.S One program and deposit policy. The Public Utilities Board recommended no changes to the deposit policy, increase funding by $25,000 for the P.L.U.S One program, allow funding to be used towards deposit, update criteria for new contract and proceed with a Homelessness Deposit Waiver. City Council gave direction to increase funding by $25,000 for the P.L.U.S One program, allow funding to be used towards deposits, update criteria for new contract and proceed with a Homelessness Deposit Waiver. The Council asked for additional information regarding initial deposits for new customers and how deposit are assessed for existing customers RECOMMENDATIONS: Staff will present options for discussion and direction from City Council. PRIOR ACTION/REVIEW (Councils, Boards, Commissions) On October 9, 2017, Customer Service presented a review and presentation to the Public Utilities Board. The Board asked for a breakdown of uncollectable debt by account type for FY 08/09 and 15/16. Other requests included a map displaying security deposits and the process of transferring service within the service area. The Board asked staff to return for a work session prior to releasing a Request for Proposal on the P.L.U.S One Program. On October 17, 2017, Customer Service presented a review and presentation to the City Council. The Council had questions regarding meters, credit screening, amount of staff time dedicated to delinquent accounts, reducing deposits, bill and payment arrangement dates and the impact of additional funding to the P.L.U.S One program. On November 13, 2017, Customer Service presented the follow-up information and options for direction to the Public Utilities Board. The Board provided direction to update criteria to the P.L.U.S One program, increase finding by $25,000, allow funds to be allocated to deposits and execute a deposit waiver for customer's experiencing homelessness and working with a help agency to be housed. The Board recommended that no changes be made to the deposit policy. On November 14, 2017, Customer Service presented the follow-up information and options for direction to the City Council. The City Council provided direction to update criteria to the P.L.U.S One program, increase finding by $25,000, allow funds to be allocated to deposits and execute a deposit waiver for customer's experiencing homelessness and working with a help agency to be housed. The City Council requested additional information on the deposit process to be further discussed. FISCAL INFORMATION The primary purpose of Ordinance 2010-292 was to reduce the amount of uncollectible debt associated with utility services. Prior to implementation, uncollectible debts exceeded $1.1 million for fiscal years 08/09 and 09/10. In both cases, these amounts represented more than 0.6% of the City's total utility receivables. The credit screening and deposit assessment processes were designed as measures to limit the amount of debt reaching this status. For fiscal year 2015-2016, uncollectible utility debts equaled $536,481. This was equal to 0.22% of the total receivables billed during that period and represented a 13% reduction over the preceding fiscal year. 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: Agenda Information Sheet Exhibit 2: Presentation Exhibit 3: Additional Credit and Collections Data Exhibit 4: Additional Credit Score Data PREPARED BY: Tiffany Thomson, Customer Service Manager (940) 349-7401 Tiffany. Thomson(? cityofdenton. com Respectfully submitted: Chuck Springer, (940) 349-8260 Director of Finance City Council Presentation Credit & Collections Review Tiffany Thomson- Customer Service Dec. 5, 2017 EMI 0 November 16, 2010 approval of Ordinance 2010-292.Prior to implementation, uncollectible debts exceeded $1.4 million for fiscal year 08/09 and $1.1 million for fiscal year 09/10. In both cases, these amounts represented more than 0.6% of the City's total utility receivables. 0 For fiscal year 2015-2016, uncollectible utility debts equaled $536,481. This was equal to 0.22% of the total receivables billed during that period and represented a 13% reduction over the preceding fiscal year. 0 The Public Utilities Board and City Council requested review of progress and ways to modify in October 2017. 0 In November 2017, staff presented follow-up information to PUB and City Council. Direction was given to execute a homelessness deposit waiver, update criteria and funding to the P.L.U.S One Program. 0 City Council asked for additional information regarding initial deposits for new customers and how existing customers are charged deposits. The information was requested in order to provide direction going forward for the deposit policy. 10 Deposit requirements are determined based upon information provided by the Online Utility Exchange 10 Information obtained from the Online Utility Exchange includes the following: Red Flag Compliance ID Verification Exchange Data Credit Assessment ( Vantage Score 10 The Vantage Score is a consumer credit rating product developed by three credit rating agencies (Equifax, TransUnion and Experian) and uses a rating scale from 501 to 990. 10 Customers requiring a deposit are provided a letter with additional information on the score as well as direction on how to dispute any inaccuracies or completeness of items on the customers credit file. 10 Although we do not have visibility to what influences the score itself, we do receive a color which is used to determine the amount of the initial deposit requirement as follows: 10 All new customers start at an "A" rating regardless of initial credit score 10 Once a new customer is established with the City of Denton, their ongoing behavior will determine whether or not any additional deposit is req u i red 10 Negative behavior will result in "points" being assigned to the account 10 These "points" result in an internal score which we then convert to a rating 4 () Existing Customer Ratings 4% In A 44596 IIIIIIII 8 4838 C 3305 IIIIIIII D 1 647 111111 E 2561 ■ F 2506 Once an account reaches a "D" rating, a deposit of two month average is assessed. Deposit assessments are run on a quarterly basis Customer Service considers 10 factors before assessing an deposit FY 16117 864 deposits were assessed Total Amount Assessed $340,103.43 Average Amount Assessed Per Account $393.64 At the time of service disconnection for non payment, accounts will be secured with a two month deposit. FY 16/17 f 71.23 %, or 6,467 disconnected accounts already had a two month deposit and were not required to pay an additional deposit amount. f Remaining 28.77%, or 2,611 accounts A Average Deposit Amount Requested -Multi Family $84.79 A Average Deposit Amount Requested -Residential $147.19 f Customers with additional deposit qualify for payment arrangements 3 M FY 08109 UncWleclable Debt, ,� FIM OS - MUNUMMV a, ItimmNA , C&MI14weW FY 15/16 Uncoffloctablk Debt - PYBAS 1, MWO401,110V ,Wdl"00 , IcAvarnpecho FY 2015 16 Closed Accounts With Deposits Rating A Rating R Rating C Rating D Rating E Rating F Totals Unpaid Final Bills 44 36 21 27 99 1246 1473 Paid Final Bills 1379 451 324 239 732 864 3989 Tntal Final Bills 1423 487 345 266 S31 2110 5462 VD ot-Unpaid Dollars" 1°f0 19"0 Ivo 10/0 YY 2016-17 Closed Accounts With Deposits 4% 919/0 1000/0 Rating A Rating H Rating C -Rating I-) Rating E I Rating F I l'otals Unpaid 1, inal Bi lis 64 68 100 62 282 8918 1474 Paid 1, inal Hills 12.55 426 294 306 772 7321 3785 l'otal final Sills 1319 494 394 368 IU54 16301 5259 VG of Unpaid Dollars* 19/0 2% 5 vo 3016 190/0 69% 1000/0 *Unpaid amounts after application of deposit The deposit amount on these flualed (closed) accounts was reduced from two months to one month and the estimated impact was an increase in unpaid amounts of 69.7% in FY 2015-16 and 78.5% in FY 2016-17. Residential Deposit Options New Additional Option: Maintain current deposit assessments at time of connection. Any additional deposit assessments will occur as the customer establishes payment behavior. No additional deposits will be required at the time of disconnection of service for non payment Previous Discussed Options. Option 1: Charge deposit equaling one month average utility bill for service address at time of connection — Additional deposit assessed quarterly or at time of disconnection for non-payment Option 2: Charge deposit equaling one month average utility bill for service address at time of connection - $50 increment increases at quarterly review or time of disconnection for non-payment Option 3: Charge deposit equaling one month average utility bill for service address at time of connection — No increases / � (�, Option 4: No changes to deposit process Staff Recommendations: ■ Maintain current assessment of deposits when connecting service and after payment behavior established. ■ No additional deposit at time of disconnect. PUB Recommendations: ■ No Changes to Deposit Policy Reaffirm Direction: P.L.U.S One Program Homelessness Deposit Waiver P.L.U.S One Changes New Contract July 2018 Staff is currently working on solicitation process Homelessness Deposit Waiver Staff will come back to City Council in January 2018 for consideration of ordinance revisions Deposit Policy Changes Staff will come back to City Council in January 2018 for consideration of ordinance revisions Staff will implement City Council's direction and report back with �rJ i �rJ results in 12 months. . ............. . .. C�Ty D'ENTON Customer Service 601 E. Hickory St. Suite F, Denton, TX 76205 9 (940) 349-8700 WA TMA UITNINTON -11111 r1i DATE: December 5, 2017 TO: Public Utilities Board & City Council FROM: Tiffany Thomson SUBJECT: Additional Data Regarding Credit & Collections During the last few weeks, staff has received questions in regards to the uncollectable debt amount and staff time spent on delinquent accounts. The following information provides historical data on collections, potential impact if policies were not updated in 2010 and what effort and impacts are associated with active collections. Further information is also provided on the breakdown of the time and costs spent on collections. Historical Collections Potential Collection Impact Total Uncollectable Debt in FY 08/09 $1.47 in *Estimated Uncollectable Debt in FY 15/16 $1.83 in Total Uncollectable Debt in FY 15/16 $0.54 m Total Uncollectable Debt in FY 15/16 $0.54 in Total Benefit of Policy Change $0.93 m Total. Benefit of Policy Change $1.29 in Less: Total Cost of Collection Staff $0.017 in Less: Total Cost of Collection Staff $0.017 ni. Total Net Benefit to Ratepayers $0.913 m Total Net Benefit to Ratepayers $1.27 in *If no changes implemented in 2010 Estimate based on FY 08/09 Delinquency Performance FY 1546 Billing and Collection Activity FY 16/17 Billing and Collection Acthity Total Ddinqptnt CkAstanding Bills $24.86 in Total Delinquent Outstanding Bills $24.01 m Coll ectionsTotal cd As aRestit of Collccfion Efforts $23.24rn Collections Totaled Asa Residt of CollectionE&Tts, $22.29 in Less: Cost of Collectlons $0.36rn I ess: Cost of Coll eclions $036 m Total Net Benefit to Ratepayer $22.88 in Total Net Benefit to Ratepayer $:21.93 in The $378,439 costs associated with Credit and Collections is based off of a full time staff member whom is our Credit and Collections Specialist and 19% of Customer Services Representatives time assisting with delinquent accounts. The Credit and Collection Specialist is responsible for initiating and maintaining Customer Service's credit and collection processes including activity related to active, inactive, and uncollectable debts. The Credit and Collection Specialist is also the liaison for the multiple help agencies the City partners with to aide customers with documentation request, customers' needs and pledges of payments. The Specialist made up for $68,121 of the total costs. 72.43% ($50,703) of the Specialist time is spent on active collections and 25.57% ($17,418) on inactive collections. OUR CORE VALUES Integrity - Fiscal Responsibility 9 Transparency - Outstanding Customer Service The remaining $310,217 is the Customer Service Representatives time dedicated to delinquent accounts. The way this was calculated is through customers calls logged by call type in the Customer Information System. These calls types include: payment arrangements, amount due, reconnect, and deposit questions. Out of the calls pulled, 72.5% were amount due calls. These calls may not strictly be related to delinquent accounts and can also be good credit customer inquiring about their balance. Staff wanted to be transparent and lean on the high side of the associated costs, but in reality the total costs for collections could be less. Active Collections The Credit & Collection Specialists Efforts Include: • Friendly Reminder phone calls for accounts that are past their current bill's due date. • Courtesy Calls for accounts who owe two utility bills and are eligible for disconnection. • Screens and processes the orders for disconnection for nonpayment. During this screening process staff is verifying any event on the account that would prevent disconnection for the customer. For FY 15/16, the efforts made to notify and work the customers' accounts has resulted in $23,240,319 being collected or arrangements made for the customer. For Revenue Billed Friendly Reminder %ofRevenue Billled Courtesy Call %ofRevenue Billled Disconnection %ofRevenue Billled Amount Collected/Arranged % Oct -15 $ 20,706,580.52 $ 2,521,135.82 12.18% $ 1,332,285.86 6.43% $ 192,580.61 0.93% $ 2,328,555.21 92% Nov -15 $ 16,932,130.20 $ 2,420,457.83 14.30% $ 1,028,958.27 6.08% $ 132,372.00 0.78% $ 2,288,085.83 95% Dec -15 $ 17,056,551.98 $ 2,245,034.38 13.16% $ 867,978.83 5.09% $ 72,622.07 0.43% $ 2,172,412.31 97% Jan -16 $ 17,470,078.60 $ 2,068,428.48 11.84% $ 899,036.93 5.15% $ 76,853.28 0.44% $ 1,991,575.20 96% Feb -16 $ 18,122,028.86 $ 2,139,908.82 11.81% $ 777,140.78 4.29% $ 144,662.32 0.80% $ 1,995,246.50 93% Mar -16 $ 17,314,085.73 $ 1,609,711.23 9.30% $ 882,873.43 5.10% $ 36,507.41 0.21% $ 1,573,203.82 98% Apr -16 $ 16,989,460.19 $ 1,711,545.52 10.07% $ 570,580.13 3.36% $ 131,593.15 0.77% $ 1,579,952.37 92% May -16 $ 17,372,670.19 $ 1,849,589.41 10.65% $ 660,057.77 3.80% $ 123,192.26 0.71% $ 1,726,397.15 93% Jun -16 $ 20,204,969.74 $ 1,423,003.52 7.04% $ 779,132.00 3.86% $ 213,991.99 1.06% $ 1,209,011.53 85% Jul -16 $ 22,506,439.11 $ 1,859,744.75 8.26% $ 746,040.15 3.31% $ 127,195.36 0.57% $ 1,732,549.39 93% Aug -16 $ 24,682,487.76 1 2,697,231.431 10.93% 1$ 1,390,016.031 5.63% 1$ 152,726.85 1 0.62% 1$ 2,582,807.71194% 2,544,504.58194 o Sep -16 $ 24,163,846.17 1 $ 2,323,436.801 9.62% 1 $ 1,286,249.271 5.32% 1$ 224,611.281 0.93% 1 $ 2,098,825.52190% $233,521,329.05 1 $24,869,227.99 1 10.65% 1 $11,220,349.45 1 4.80% 1 $1,628,908.581 0.70% 1 $ 23,240,319.41193- 3,240,319.41 93% For FY 16/17, the efforts made to notify and work with the customer's accounts has resulted in S22292-825 beim collected or arrangements made for the customer. 2 Revenue Billed Friendly Reminder % of Revenue Billed Courtesy Call % of Revenue Billed Disconnection % of Revenue Billed Amount Collected/Arranged % Oct -16 $ 20,732,771.05 $ 2,215,139.22 10.68% $ 1,266,258.86 6.11% $ 88,496.62 0.43% $ 2,126,642.60 96% Nov 16 $ 17,970,031.94 $ 2,269,334.70 12.63% $ 922,512.36 5.13% $ 221,082.37 1.23% $ 2,048,252.33 90% Dec -16 $ 18,252,701.52 $ 2,040,790.68 11.18% $ 958,415.81 5.25% $ 88,496.62 0.48% $ 1,952,294.06 96% Jan- 171 17,962,569.21 $ 1,931,886.54 10.76% $ 901,894.93 5.02% $ 109,916.15 0.61% $ 1,821,970.39 94% Feb -17 $ 16,306,716.68 $ 2,094,021.71 12.84% $ 838,805.98 5.14% $ 241,847.52 1.48% $ 1,852,174.19 88% Mar -17 $ 17,527,255.10 $ 1,269,322.12 7.24% $ 772,399.83 4.41% $ 134,682.54 0.77% $ 1,134,639.58 89% Apr -17 $ 17,616,028.11 $ 1,437,028.01 8.16% $ 735,296.60 4.17% $ 115,932.06 0.66% $ 1,321,095.95 92% May -17 $ 18,406,401.93 $ 1,830,321.92 9.94% $ 733,213.01 3.98% $ 117,192.54 0.64% $ 1,713,129.38 94% Jun -17 $ 21,790,928.13 $ 1,829,296.54 8.39% $ 918,673.13 4.22% $ 135,616.67 0.62% $ 1,693,679.87 93% Jul -17 $ 22,922,996.53 $ 2,030,716.18 8.86% $ 1,117,900.90 4.88% $ 89,121.86 0.39% $ 1,941,594.32 96% Aug -17 $ 25,102,424.61 $ 2,322,270.23 9.25% $ 1,164,651.90 4.64% $ 217,005.00 0.86% $ 2,105,265.23 91% Sep -17 $ 22,950,504.63 $ 2,745,653.751 11.96% 1$ 1,344,526.651 5.86% 1$ 162,846.041 0.71% 1$ 2,582,807.71194% $237,541,329.44 1 $24,015,781.60 1 10.00% 1 $11,674,549.96 1 5.00% 1 $1,722,235.99 1 1.00% 1 $ 22,293,545.61193%1 2 Inactive Collections • Customer is provided a call 14 days after their final bill was due. • Customer is provided a collection letter 21 days after their final bill is due; any debts are transferred to active accounts for the same customer. • Any debt over $500 receive a call by the Credit and Collection Specialist to obtain payment or arrangements until the account is 120 days old. • At 120 days old the account is turned over to the third party collection agency. • At 180 days old the account is placed as uncollectable debt. For FY 15/16, these efforts resulted in $371,217 collected in house by our Credit and Collection Specialist. For FY 16/17, these efforts resulted in $550,740 collected in house by our Credit and Collection Specialist. 3 City of Denton Credit Scoring Methodology Exhibit 4 New Customer Credit Scoring Credit Screening and Risk Assessment Scores: In order to ensure deposits and collection actions are performed in a fair manner, staff utilizes a credit screening process that determines the credit risk associated with potential and existing utility customers. The City has a contract with Online Utility Exchange to verify identity and perform a credit check when requesting service. The credit check is a "soft" inquiry on the customer's credit, and as such, will not negatively affect their credit rating. The customer credit score is based off the following factors: ➢ Considers anything on the consumers credit file ➢ The deposit decision is based on the Experian Risk model score o This is based on the VantageScore, if the customer has an unpaid utility or telecom debt, have they filed bankruptcy, etc. ➢ The score provided on the Adverse Letter is the Experian VantageScore. This is different from the customer's FICO score. o VantneScore — A consumer credit rating product developed by three credit rating agencies — Equifax, TransUnion and Experian. VantageScore uses a rating scale (501 to 990). The score is calculated through a weighted average of a consumer's available credit, recent credit, payment history, credit utilization, depth of credit and credit balances. VantageScore calculation cateprartee Category Deac6pttaan WWetghf"rt Payment Crrtl!ory how birrWy and Cea sRstenl youia payments are, F xlrazm0y uuatfuaealual i Age anal type of a,acntpt length th (A ceedul larlblony and types dal (Twill t>rewr uSly recerwl 49arttaty a"afluuenlial f ercenl of cnedd Wit eireha dobh lowcred t MWS and how much rredA * avMahle � � � � � t IOahty ufluenN9h9l T oW BWances,OW: whaalyaauat toW deltl un, nnosl hkely, r9eknquaent debt Gs ownal�e d onuwue IhkarsWy than curwil debt mmf oralety IraltetiruWO i R 000nl C„wtiv% how rotor"I and many Oatm hard fi1tf4au6ios agrdt rkoww aif,M,ormt„Ctd' eTo a o LOSS nNe"'p6'Q0 ,awanlaWe creetut� , how rnucb o"edd can Iho acoesw d tear e,raanulrle, cooyt YOU SPeM S50,000, of cmdd tcanght or wultauna the ne:4 week I eW on uenbW City of Denton Credit Scoring Methodology Exhibit 4 Adverse Letter Example CITY OF DENTON 601 E HICKORY SUITE F DENTON, TX 76205 Date First Name Last Name Mailing Address City State Zip Reference Number: 30145473 Thank you for your application for service. The deposit decision has been based upon information provided by the following sources of information: Information obtained from your Experian credit report. A credit report is a record of your credit history. It includes information about whether you pay your bills on time and how much you owe to creditors. The deposit amount required from you may be more than the deposit amount offered to consumers who have better credit histories. Please understand that neither Experian nor ONLINE Information Services made the deposit decision. They are the suppliers of the information only. You are advised that under the Fair Credit Reporting Act, since adverse action has been taken, you have the right to request a free copy of your credit report within 60 days and dispute any inaccuracies or the completeness of information appearing on your credit report. It is a good idea to check your credit reports to make sure the information they contain is accurate. The Fair Credit Reporting Act requires that ONLINE respond to your request within 30 days of your request. To obtain your free report, contact ONLINE using one of the three methods provided below: ONLINE Information Services Consumer Service PO Box 1489 Winterville, NC 28590 Toll Free: (800) 234-7683 Website: htta://www.onhneis.com/consumers When you receive your consumer copy there will be a phone number as well as directions on how to dispute any inaccuracies or the completeness of items on your credit file. City of Denton Credit Scoring Methodology Exhibit 4 Score Disclosure Notice Your Credit Score and Understanding Your Credit Score Your Credit Score * 648 Source: Experian Report Date: 10/9/2017 What you should know Your credit score is a number that reflects the information in your about credit scores credit report. We used your credit score to set your required deposit amount for service. Your credit score can change, depending on how your credit history changes. The range of scores Scores range from a low of 300 to a high of 850 Key factors that adversely . THE DATE THAT YOU OPENED YOUR OLDEST affected your credit score ACCOUNT IS TOO RECENT ** • LACK OF SUFFICIENT CREDIT HISTORY • LACK OF SUFFICIENT RELEVANT REAL ESTATE ACCOUNT INFORMATION • YOU HAVE TOO MANY COLLECTION AGENCY ACCOUNTS THAT ARE UNPAID • TOO MANY INQUIRIES How your score compares Your score ranks higher than 38% of the U.S. consumers. to the scores of other consumers *Keep in mind that there are many different credit scores utilized by different industries. The score above was utilized by a specific type of creditor in order to determine likelihood of payment for their industry. If you obtain a score directly from the national credit reporting agencies it may be different than the score provided on this disclosure. **You can utilize the Key Factors to determine what adversely impacted your score the most. For more information about credit reports and your rights under federal law, visit the Federal Reserve Board's website at www f'ederalreserve..s�c�v_, or the Federal Trade Commission's website at www. ftc.,. , ov. City of Denton Credit Scoring Methodology Exhibit 4 Existing Customers Credit Ratings ViOnce a new customer is established with the City of Denton, their ongoing behavior will determine whether or not any additional deposit is required ViNegative behavior will result in "points" being assigned to the account ViThese "Points" result in an internal score which we then convert to a rating Exisdn( j Custwneir Ratitigs 4% Credit & Collection Timeline NW 30 Day 25 Kill lsn,d DIV 37 Dj—nn—fi- •N t, -limy ,M11 f,s,.,d vokieoon BRI Di.—. -t Day 16 Day 28-29 Day 34 D9kY 4 4 .P.y.—AD- .L.W P- & - V-0., Chm Owc—nt (Xerdue MW It roml FjTIAFifl kpplwd Genermod k44596 4838 3305 1647 2561 2506 4 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEYPIN Legislation Text File #: ID 17-1664, Version: 1 AGENDA CAPTION Receive a report, hold a discussion and give staff direction regarding a Citizen Comment Pilot Program for Section 3.B. ("Receive Scheduled Citizen Reports from Members of the Public") items of the City Council's Regular Meeting Agenda. City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton _ city Hale 41"I&IMMM215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com DEPARTMENT: CM/ DCM/ ACM: DATE: SUBJECT AGENDA INFORMATION SHEET Legal Aaron Leal, City Attorney December 5, 2017 Receive a report, hold a discussion, and give staff direction regarding a Citizen Comment Pilot Program for Section 3.13. items ("Receive Scheduled Citizen Reports from Members of the Public") of the City Council's Regular Meeting Agenda. BACKGROUND On October 10, 2017, the City Attorney gave a presentation regarding why the Council could not deliberate and take action on Section 3.13. ("Public Comment") items of the Council's Regular Meeting Agenda. Specifically, Section 3.13. items do not contain the necessary language that is used for all regular meeting agenda action items, which action items consistently use the words "consider" in connection with "adoption" or "approval". During the presentation, a question was asked as to whether the Council could ask questions of the speaker and engage in Council discussion. The City Attorney advised that the Council could if they amended Section 2-29 ("Council Rules of Procedure") and the Regular Meeting Agenda so as to provide the general public advance notice that questions and/or discussion may be had. At the end of the presentation, a consensus of the Council desired to proceed in this manner on a temporary trial basis. The Council directed the City Attorney to bring back a temporary trial ordinance that included the following items: 1. Allow the City Council to discuss Section 3.13. items; 2. Allow the City Council to ask questions of each citizen speaker; 3. Allow the City Council to request that a Section 3.13. item be further researched and presented by City Staff at a later City Council meeting; and 4. Modify the total time allotted for a Section 3.13. item to five (5) minutes, with three (3) of those minutes allotted to the citizen speaker's presentation and two (2) of those minutes allotted to City Council questions and discussion. Attached to this AIS is a draft ordinance that proposes to enact a Citizen Comment Pilot Program that incorporates each of the above items. This Citizen Comment Pilot Program would supersede and prevail over any contrary provisions within Section 2-29 of the City Code for the duration of the pilot program. It will be effective for ninety (90) days to commence on January 1, 2018. At the end of the ninety (90) days, the ordinance will automatically expire without further Council action. If the Council wishes to continue the pilot program on a permanent basis, another ordinance will be necessary to make the changes permanent. Since this ordinance amends Section 2-29 of the City Code, albeit for a temporary basis, Section 2-29(b)(14) requires that any proposed amendments or new rules shall first be introduced at a City Council meeting and then adopted at a subsequent City Council meeting. This is why there is not an action item on the Council's Regular Meeting connected to this Work Session item. This allows City Council to make any revisions to the draft ordinance before adopting it on December 12, 2017. Apart from the draft ordinance, there is also included a draft revision to the script of the video that is aired at the beginning of Public Comment Section of the City Council's Regular Meeting Agenda. It has been revised to incorporate the changes related to the Citizen Comment Pilot Program. Finally, also included is a draft revision to Section 3.13. of your Regular Meeting Agenda. It too has been revised to incorporate the changes related to the pilot program. 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 EXHIBITS 1. Agenda Information Sheet 2. Draft Citizen Comment Pilot Program Ordinance 3. Revised Council Citizen Comment video script 4. Revised Section 3.13. of the Regular Meeting Agenda 5. Presentation Respectfully submitted: Aaron Leal City Attorney Prepared by: Toni Reedy Legal Secretary C:AUsers\106681\AppData\Local\Microsoft\Windows\Temporary lntemet Files\Content.Outlook\GZFMAB8v\CC Rules of Procedures - 1205 17.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS TO ENACT A CITIZEN COMMENT PILOT PROGRAM THAT TEMPORARILY MODIFIES SECTION 2-29 OF THE CITY OF DENTON CODE OF ORDINANCES RELATING TO RULES OF PROCEDURE FOR THE CITY COUNCIL OF THE CITY OF DENTON; AND DECLARING AN EFFECTIVE DATE. WHEREAS, at a City Council Work Session held on October 10, 2017, the City Attorney presented a report regarding the Texas Open Meetings Act ("TOMA") as it related to Section 3.B. ("Receive Scheduled Citizen Reports from Members of the Public") of the City Council's Regular Meeting Agenda; and WHEREAS, during that presentation, the City Attorney explained to the City Council the potential TOMA legal issues concerning the wording of the Section 3.B. captions, which captions are drafted and turned in to the City Secretary for posting; and WHEREAS, the typical Section 3.B. caption wording is inconsistent with the custom the City uses to allow for the City Council to discuss and take action on the item, and thus could subject the City Council to a possible TOMA violation; and WHEREAS, during the presentation a question was asked whether the City Council could ask questions of the speaker and engage in Council discussion, to which the City Attorney advised that they could if they amended Section 2-29 ("Council Rules of Procedure") and the Regular Meeting Agenda so as to provide the general public advance notice that questions and/or discussion may be had; and WHEREAS, at the end of the City Attorney's presentation, the City Council directed the City Attorney to bring back an ordinance which would: (a) allow the City Council to discuss Section 3.B. items; (b) allow the City Council to ask questions of the citizen speaker; (c) allow the City Council to request that a Section 3.B. item be further researched and presented by City Staff at a later City Council meeting; and (d) modify the total time allotted for a Section 3.B. item to five (5) minutes, with three (3) of those minutes allotted to the citizen speaker's presentation and two (2) of those minutes allotted to City Council discussion; and WHEREAS, the City Council also directed that such ordinance would be implemented on a trial basis in the form of a "Citizen Comment Pilot Program" to determine whether to continue the Section 3.B. changes on a full-time basis; WHEREAS, per Denton City Code, Section 2-29(b)(14), this ordinance was introduced at the City Council's December 5, 2017 Work Session, where the City Council was provided with an opportunity to review and comment on the ordinance; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Findings. C:AUsers\106681\AppData\Local\Microsoft\Windows\Temporary lntemet Files\Content.Outlook\GZFMAB8v\CC Rules of Procedures - 1205 17.doc herein. The foregoing recitals are adopted as findings of the City Council as though set forth fully SECTION 2. Effect on Contrary Provisions in Section 2-29 of the City Code. The provisions of the Citizen Comment Pilot Program shall supersede and prevail over any contrary provisions within Section 2-29 of the City Code for the duration of the Pilot Program. SECTION 3. Citizen Comment Pilot Program. For the duration of the Citizen Comment Pilot Program, Section 2-29(f)(4)a.1. shall read as follows: Prior Registration. Any person who wishes to place a subject on the council agenda at regular council meetings shall advise the city manager's office of the fact and the specified subject matter which he or she desires to place on the agenda no later than 12:00 p.m. Thursday prior to the council meeting at which he or she wishes the designated subject to be considered. Such reports shall be heard at the beginning of the regular meeting of the city council pursuant to an agenda posting allowing a period of public comment. Up to four (4) speakers per meeting will be assigned to speak at this forum. Each speaker providing a report shall speak for no longer than three (3) minutes. At the conclusion of each report, council may pose questions to the speaker concerning his or her report. Council may also engage in discussion concerning each report. The total time allotted to Council for posing questions or engaging in discussion for each report shall not exceed two (2) minutes. If the city council believes that a speaker's report requires a more detailed review, the council will give the city manager or city staff direction to place the item on a future work session or regular meeting agenda and advise staff as to the background materials to be desired at such meeting. SECTION 4. Implementation Actions. The City Secretary is directed to modify Section 3.B. of the City Council's Regular Meeting Agenda to be in conformity with this Ordinance. The City Manager is directed to modify the video announcement that advises members of the public the procedures for addressing the City Council to be in conformity with this Ordinance. SECTION 5. Effective Date. That this Ordinance shall become effective January 1, 2017. SECTION 6. Sunset Date. This Citizen Comment Pilot Program shall have no further force or effect after March 30, PAGE 2 C:AUsers\106681\AppData\Local\Microsoft\Windows\Temporary lntemet Files\Content.Outlook\GZFMAB8v\CC Rules of Procedures - 1205 17.doc 2018. SECTION 7. Severability Clause. If any section, subsection, paragraph, sentence, clause, phrase or word in this ordinance, or application thereof to any person or circumstances is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance, and the City Council of the City of Denton, Texas, hereby declares it would have enacted such remaining portions despite any such invalidity. PASSED AND APPROVED this the day of , 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY :• APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY CHRIS WATTS, MAYOR PAGE 3 The Denton City Council has adopted rules of procedure including a code of conduct that applies to citizens as well as Council members. These rules were enacted to promote an orderly process and to preserve decorum. Here is a brief review of the rules that app4p-,-2ppIy to citizens reports. Citizens will have three (3) minutes to give a scheduled citizen report and four (4) minutes to give an "open mike°° report. There will be an electronic bell when time has expired. If the remarks are not concluded by that time, the citizen will be asked to stop speaking. If the citizen does not cease, and a second request is made, the mayor will request to have the citizen removed from the council chambers. Citizens are asked not to approach the dais. If a citizen has papers or other materials to hand out to the Council, please let the City Secretary know and she will have a staff member distribute the materials to the council. MX -M. WMEM—M For scheduled citizen re orts, the Council has enacted a temporary pilot Progr mwherebyatthe conclusion of a speaker's report, the Council may Pose questions to the speakerDLengage in discussion concernine, the reDort. Such auestions or discussion shall not exceed two (2) minutes. If the Council to place the item on a future work session or regular meeting. the item on a future aeenda: (2) a statement of factual DOliCV: or (3) a recitation of existinL', DOliCV. When speaking to the Council, citizens are to direct all remarks and questions to the Council as a whole and not to any individual member. Please refrain from making abusive, personal, impertinent, profane or slanderous remarks. Anyone who violates this Council rule of procedure will immediately be removed from the Council Chambers. Citizens adherence to these rules will help make an effective presentation and will preserve the order and decorum of our proceedings. Copies of the rules of procedure are available from the City Secretary. 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 — This section of the agenda permits any person who has registered in advance to make a citizen report regarding a public business item he or she wishes to be considered by the City Council. This is limited to no more than four (4) speakers per meeting with each speaker allowed a maximum of three (3) minutes to present their report. At the conclusion of each report, the City Council may pose questions to the speaker or may engage in discussion. Such questions or discussion shall not exceed two (2) minutes. If the City Council believes a speaker's report requires a more detailed review, the City Council will give the City Manager or City Staff direction to place the item on a future work session or regular meeting agenda and advise staff as to the background materials to be desired at such meeting. 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. NOTE: If audio/visual aids during presentations to Council are needed, they must be submitted to the City Secretary 24 hours prior to the meeting. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN Legislation Text File #: ID 17-1667, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and receive a report from attorney Alan Bojorquez regarding information related to ethics, common characteristics of municipal ethics ordinances, and options for scheduling additional meetings to draft an ethics ordinance. City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton DENTON AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office CM/ DCM/ ACM: Bryan Langley DATE: December 5, 2017 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com SUBJECT Receive a report, hold a discussion, and receive a report from attorney Alan Bojorquez regarding information related to ethics, common characteristics of municipal ethics ordinances, and options for scheduling additional meetings to draft an ethics ordinance. BACKGROUND On November 14, 2017, the City Council directed staff to hire attorney Alan Bojorquez to assist in the creation of an ethics ordinance. The suggested process for the creation of an ordinance is to hold five (5) to ten (10) meetings for one (1) to two (2) hours each which could be reduced by having one or more longer Saturday sessions. This first meeting is a training session in which Mr. Bojorquez will be discussing ethics in general, state laws governing official conduct, and common characteristics of municipal ethics ordinances. An outline for the process is listed below: • Meeting l: Training • Meeting 2: Ordinance Presentation • Meeting 3: Ordinance Review • Meeting 4: Ordinance Review and Public Hearing • Meetings 5-10: Conclusion of the Drafting Process • First Reading • Second Reading and Adoption • Appointments to Oversight Board Additional descriptions of each proposed meeting are included in Exhibit 2. OPTIONS The drafting of an ethics ordinance should take between five (5) and ten (10) meetings depending on the length of the meetings. Based on the holidays, Mr. Bojorquez's availability over the next few months and a limited number of regular City Council meetings, staff has identified three (3) options that would allow the ordinance to be drafted prior to the end of March 31, but each option requires special called meetings. If the City Council wished to only have discussion on regularly called meetings the process would extend beyond March 31. Options A and B include Saturday sessions and those options have only six (6) meetings in anticipation that a longer meeting would reduce the overall number of meetings. Option A • December 5 (Regular), December 16 (Special), December 19 (Special), January 17 (Special), January 30 (Special), February 6 (Regular) • Includes four (4) special called meetings. • Includes a four (4) to six (6) hour Saturday meeting on December 16. Option B • December 5 (Regular), December 19 (Special), January 13 (Special), January 30 (Special), February 6 (Regular), February 20 (Regular) • Includes three (3) special called meetings. • Includes a four (4) to six (6) hour Saturday meeting on January 13. Option C • December 5 (Regular), December 19 (Special), January 17 (Special), January 30 (Special), February 6 (Regular), February 20 (Regular), March 6 (Regular), March 20 (Regular) • Includes three (3) special called meetings. ESTIMATED SCHEDULE OF PROJECT The schedule of the project is dependent on the meeting schedule and could take between three (3) and four (4) months. PRIOR ACTION/REVIEW (Council, Boards, Commissions) September 27, 2016- City Council discussed potential revisions to the Charter. October 11, 2016- A Charter Review Committee was formed to review certain Charter provisions. June 27, 2017- The Charter Review Committee presented recommendations to City Council. August 15, 2017- City Council adopted an ordinance ordering an election. November 7, 2017- An election was held to vote on propositions amending the Charter. November 14, 2017- City Council directed staff to hire Alan Bojorquez. November 20, 2017- The Charter election results were canvassed. FISCAL INFORMATION The base cost of five (5) meetings is $20,000 with additional meetings at $4,000 each not to exceed a total of $40,000. 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: Organizational Excellence EXHIBITS Exhibit 1- Agenda Information Sheet Exhibit 2- Agreement Respectfully submitted: Bryan Langley Deputy City Manager Prepared by: Charlie Rosendahl Management Analyst 12325 Hymeadow Drive Suite 2-100 Austin, Texas 78750 Charlie Rosendahl Management Analyst City of Denton 215 E. McKinney Denton, Texas 76201 PROPOSAL: Ethics Ordinance Mr. Rosendahl: PC LAwFIRM, !I November 28, 2017 Phone: (512) 250-0411 Fax: (512) 250-0749 TexasMunicipalLawyers.com The City of Denton has expressed an interest in engaging my services to assist in the drafting of an ordinance enacting a Code of Ethics. I am willing to assist you with this endeavor. In terms of process, I recommend you consider the following steps. These items are listed as possibilities, and are subject to modification by the City Council. 1. Meetings: I suggest the City Council consider meeting 5-10 times, for 1-2 hours per gathering. We can decrease the number of meetings by extending the meeting duration, perhaps convening on a Saturday (subject to the convenience of the City Council). 2. Meeting #1: Training: At the first meeting (currently scheduled for December 5 h), I will conduct a training session educating the City Council on: a. Ethics, Generally. b. State Laws Governing Official Conduct. c. Common Characteristics of Municipal Ethics Ordinances. d. The Process for the Remainder of this Project (which is a discussion item). 3. Meeting #2: Ordinance Presentation: I will provide the City Council with Draft "A ", which I will have prepared based on various samples and Best Practices. I will walk the City Council through the draft explaining key provisions, and pointing out fundamental decision points. The draft will contain provisions commonly found in ethics regulations of cities comparable to Denton. In the draft will be procedures and guidelines I have found to be effective and efficient for dealing with ethical challenges. The draft will include choices and decision -points for the City Council to address. The City Council's goal will be to customize the draft ordinance to fit Denton's needs. I recommend against simply taking another city's ordinance and tweaking. It is often harder to fix another entity's ordinance (which may have been revised inconsistently over time) than it is to start with a fresh, cohesive document. 4. Meeting #3: Ordinance Review: At the third meeting, the City Council will discuss Draft `B", which I will have prepared utilizing feedback from the previous meeting. The City Council can ask questions, make suggestions, and express preferences. The City Council will provide me with feedback and give me instructions for what they want to see in the next version. 5. Meeting #4: Ordinance Review & Public Hearing: At our forth meeting, the City Council will deliberate Draft "C", which I will have prepared utilizing feedback from the previous meeting. The City Council can verify it is consistent with their earlier -stated preferences, and raising any new or additional issues to be addressed. 6. Meetings #5-10: Conclusion of the Drafting Process: The final round of City Council meetings will include a vote to approve my written report. The report will: (a) outline the process that was used to devise the ordinance; (b) summarize the public input that was received; and (c) explain the City Council's rationale regarding decisions made on key components of the ordinance. The Council can utilize these final meetings (as necessary) to further ask questions, modify the draft ordinance, and receive additional public input. During these final meetings the City Council can also schedule to handle these tasks: (a) First Reading: The City Council will conduct the first reading of the Draft "D ", including a public hearing. Members of the committee will be present to make a formal presentation to the City Council and answer questions. (b) Second Reading & Adoption: The City Council can approve Draft "D" or Draft "E". The City Council can then encourage citizens to apply for appointment to the oversight board created by the ordinance (i.e., "Board of Ethics," or "Ethics Review Commission," etc.). (c) Appointments: The City Council appoints members to the oversight board. The process is complete. Following the conclusion of this process, I can be available to advise the oversight board upon request, or represent them if conflicting complaints arise in the future. My fees and related expenses for this project are estimated to total approximately $20,000.00 for the first 5 meetings (which preparation time, legal drafting and editing, a few phone calls, and periodic emails). Beyond the first 5 meetings, my per -meeting fee is $4,000. We shall establish a Not To Exceed maximum of $40,000 to cover up to 10 City of Denton: Ethics Ordinance November 28, 2017 Drafting Process & Procedures Page 2 of 4 meetings (after which, additional City Council approval is necessary in order to proceed). Outside of these packages, my services will be billed at the hourly rate of $245. If the City finds this acceptable, please have Mayor Watts execute our Standard Terms of Engagement. Should the City want to negotiate an alternate arrangement, I am open to discussing other possibilities. Thank you for the opportunity to submit my recommendations. I look forward to assisting Denton with this important endeavor. Sincerely, II JI/ Y" Alan J. Bojorquez Principal Attorney City of Denton: Ethics Ordinance November 28, 2017 Drafting Process & Procedures Page 3 of 4 Possible Meetings Dates for Alan Bojorquez Saturdays: • December 16t" • January 13t" • January 27t" Tuesday Evenings: • Dec 19, • Jan 30, • Feb 6, • Feb 20, • Mar 6, • Mar 20, • Apr 3, • Apr 17. Wednesday Evenings: • Dec 20, • Jan 17, • Jan 31, • Feb 7. City of Denton: Ethics Ordinance November 28, 2017 Drafting Process & Procedures Page 4 of 4 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN Legislation Text File #: ID 17-1615, Version: 1 AGENDA CAPTION Police Appreciation Day City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN Legislation Text File #: ID 17-1666, Version: 1 AGENDA CAPTION Robert Donnelly regarding City ethics. City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN File #: ID 17-1598, Version: 1 Legislation Text AGENDA CAPTION Consider approval of an ordinance of the City of Denton, Texas approving a consent to assignment of an Airport Lease between Mark Hicks Transport, LLC. and Polygon Enterprises. Inc. and providing an effective date. Council Airport Committee recommends approval (2-0). City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Dent _ on city Hale 41"I&IMMM215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Transportation CM/ DCM/ ACM: Mario Canizares DATE: December 5, 2017 SUBJECT An Ordinance of the City of Denton, Texas approving a consent to assignment of an Airport lease between Mark Hicks Transport, LLC and Polygon Enterprises, Inc. and providing an effective date. Council Airport Committee recommends approval (2-0). BACKGROUND The Mark Hicks Transport lease agreement is a 40 -year agreement dated October 20, 2015, effective October 20, 2015 to October 19, 2055. The 26,223 square foot leasehold includes one, 10,000 square foot hangar, apron and auto parking. Polygon Enterprises, Inc. is currently a based customer of US Jet FBO and is interested in acquiring their own hangar facility to accommodate one existing based corporate aircraft. The proposed assignment does not include any renegotiated terms or conditions. OPTIONS 1. Recommend assignment of the Mark Hicks Transport, LLC lease to Polygon Enterprises, Inc. with additional direction. 2. Take no action at this time. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Council approved the lease agreement on October 20, 2015, Ordinance 2015-324. Council approved the first amendment on November 1, 2016, Ordinance 2016-337. Council Airport Committee recommended approval on November 28, 2017. FISCAL INFORMATION This property lease is for 26,223 square feet of land for a current annual lease rate of $7,080.24. The annual lease rate includes annual Consumer Price Index adjustment and will be adjusted on October 1, 2019. A transfer fee of $500 will be required by Assignor. 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: 1.1 Manage financial resources in a responsible manner EXHIBITS 1. Agenda Information Sheet 2. Mark Hicks Transport Location Map 3. Request to assign October 4, 2017 4. Mark Hicks Transport Airport Lease Agreement 5. Mark Hicks Transport Airport Lease Agreement — First Amendment 6. Ordinance Respectfully submitted: Scott T. Gray, C.M., C.A.E. Airport Manager Gray, Scott From: Mark Hicks <mhicks@hickslp.com> Sent: Wednesday, October 04, 2017 9:28 AM To: Gray, Scott Subject: 4901 Lockheed Lane Scott, Please accept this email as official notice that we request the ground lease on 4901 Lockheed Lane to change from Mark Hicks Transport to the following entity below. If you have any questions or need additional information please let me know. Polygon Enterprises, Inc. 1755 West Dove Westlake, Texas 76262 Thank you, 00 re 'wayHICKS J. Mark Hicks President 940.479.2114 (Office) www.hicksip.com Mark Hicks Transport, LLC ORDINANCE NO. 2015-324 AN ORDINANCE APPROVING A COMMERCIAL OPERATOR AIRPORT LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND MARK HICKS TRANSPORT, LLC; 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 an airport lease agreement for commercial operator between the City of Denton Mark Hicks Transport, LLC in substantially the form of the Airport Lease Agreement which is attached to and made a part of this ordinance for all purposes. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the 20th day of October, 2015. C S W"f`1 , MAYOR....... . ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY y AIRPORT LEASE AGREEMENT COMMERCIAL OPERATOR This Lease Agreement (the "Lease Agreement" or "Agreement") is made and executed to be effective as of the 4' day of August, 2015 (the "Effective Date") at Denton, Texas, by and between the City of Denton, Texas, a municipal corporation, hereinafter referred to as "Lessor", and Mark Hicks Transport, LLC, a Texas limited liability company, hereinafter referred to as "Lessee". WITNESSETH: WHEREAS, Lessor now owns, controls and operates the Denton Municipal Airport (the "Airport") in the City of Denton, County of Denton, State of Texas; and WHEREAS, Lessee desires to lease certain premises at the Airport known as 4901 Lockheed Lane and construct, operate and maintain an aircraft hangar and related aviation facilities thereon; NOW, THEREFORE, for and in consideration of the promises and the mutual covenants contained in this Agreement, the parties agree as follows: I. GENERAL CONDITIONS OF LEASE AGREEMENT A. PRINCIPLES OF OPERATIONS. The right to conduct aeronautical and related activities for furnishing services to the public is granted to Lessee subject to the terms hereof and to Lessee agreeing: To furnish said services on a fair, equal and not unjustly discriminatory basis to all users thereof, and 2. To charge fair, reasonable and not unjustly discriminatory prices for each unit or service; provided, that Lessee may be allowed to make reasonable and nondiscriminatory discounts, rebates, or other similar types of price reductions to volume purchasers. B. NON -DI SCIZ]MI ATION., Lessee, for itself, its personal representatives, mm successors, and assigns, as a part of the consideration hereof, does hereby covenant and agree as a covenant running with the land that: 1. No person on the grounds of race, religion, color, sex, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; 2. In the construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, religion, color, sex, or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination; 3. Lessee shall use the premises in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation - Effectuation of Title VI of the Civil Rights Act of 1964, as said Regulations may be amended. C. RIGHT OF INDIVIDUALS TOw MAINTAIN AIRCRAFT. It is clearly understood by Lessee that no right or privilege has been granted in this Agreement which would operate to prevent any person, firm or corporation operating aircraft on the Airport from performing any services on its own aircraft with its own employees (including, but not limited to, maintenance and repair) that it may choose to perform. D. NON-EXCLUSIVE RIGHT. It is understood and agreed that nothing herein contained shall be construed to grant or authorize the granting of an exclusive right within the meaning of Title 49 U.S.C. §40103. E. PUBLIC AREAS. "Public Areas" or "Public Area" is that portion of the Airport, which is now or hereafter considered by the FAA, TxDOT, the City of Denton, or any other regulatory agency with oversight of the Airport to be the obligation and responsibility of the Lessor to operate and maintain for the common use and benefit of the general aviation public. The Airport Public Area includes, without limitation, any air navigation facility or structure designed and intended to serve the general public not specifically subject to an exclusive use agreement such as a lease agreement, license or permit. The Airport Public Areas include all runways, taxiways and other common -use paved, graveled or turfed areas and their respective protection zones, safety areas and/or object free areas; any other facility or facilities at the Airport that are eligible for federal or state grants or subsidies awarded on the basis of their serving the benefit of the public (including runways, taxiways, vehicle streets and alleys, public aircraft aprons/tarmac, vehicle parking areas, and drainage structures); field lighting and associated beacon and lighted wind and landing direction indicators; security, fire, and emergency medical facilities; directional signs; and perimeter or restricted access fences. Generally, the Public Area is the total area and facilities of the Airport exclusive of all non-public airport facilities, and may vary from time to time depending on the total land comprising the Airport and the change of land use at the Airport. F. LESSOR AND THIRD PARTY RIGHTS. Lessor reserves the right to further develop or improve the Public Area of the Airport and any other property at the Airport not part of the Leased Premises as it sees fit, regardless of the desires or views of Lessee, and without interference or hindrance. Airport Lease Agreement Mark Hicks Transport, LLC - Page 2 2. Lessor shall be obligated to maintain and keep in good repair the Public Area, together with the right to direct and control all activities of Lessee in this regard. 3. During time of war or national emergency, Lessor shall have the right to lease the Public Area or any part thereof to the United States Government for military or naval use, and, if such lease is executed, the provisions of this instrument insofar as they are inconsistent with the provisions of the Lease Agreement to the Government, shall be suspended. 4, Lessor reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent Lessee from erecting, or permitting to be erected, any building or other structure on or adjacent to the Airport which, in the opinion of Lessor, would limit the usefulness or safety of the Airport or constitute a hazard to aircraft or to aircraft navigation. The Lessee Improvements as currently contemplated in Section II.D. do not violate this provision. 5, This Lease Agreement shall be subordinate to the provisions of any existing or future agreement between Lessor and the United States or agency thereof, relative to the operation or maintenance of the Airport. Provided, however, any such agreement shall be required to provide that (i) the United States recognizes this Lease Agreement and shall not disaffirm it, except in the event of a declared national or regional emergency; (ii) Lessee shall be entitled to use and occupy the Leased Premises and use the Public Areas in accordance with the terms of the Lease Agreement; (iii) Tenant shall be entitled to all of its rights under the Lease; and (iv) Tenant's possession of the Leased Premises shall not be disturbed by any such agreement, except in the event of a declared national or regional emergency. 6. This Lease is given and entered into and subject to all laws, ordinances, statutes, rules, regulations, directives, permits, or standards of any governmental authority, entity, or agency (including, without limitation, the City of Denton, Texas, the State of Texas, the Federal Aviation Administration,, and the Texas Department of Transportation), whether now in existence or hereafter enacted, adopted or imposed, and including, without limitation, any and all grant agreements or grant assurances now existing or as hereafter agreed to, adopted or imposed. II. LEASED PREMISES Lessor, for and in consideration of, and subject to, the terms, covenants and conditions set forth in this Lease Agreement to be kept by Lessee, does hereby demise and lease unto Lessee, and Lessee does hereby lease from Lessor, for the lease term described in Article III, the following described land situated in Denton County, Texas: Airport Lease Agreement Marls Hicks Transport, LLC - Page 3 A. LAND. A tract of land, being approximately 23,435 square feet or 0.538 acres, as described on Attachment "A", pL1 ", such attachment being incorporated herein by reference (the "Leased Premises"). Together with the right of ingress and egress to the Leased Premises and the right in common with others so authorized of passage, upon the Public Area, subject to reasonable regulations by the City of Denton and such rights shall extend to Lessee's employees, passengers, patrons and invitees. For purposes of this Lease Agreement, the term "Leased Premises" shall mean all property located within the metes and bounds described in Attachment "A", including all Lease Improvements (as defined below) constructed or assumed by the Lessee. EXCEPT AS EXPRESSLY PROVIDED IN THIS LEASE AGREEMENT, LESSOR MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESSED, STATUTORY, OR IMPLIED, INCLUDING, WITHOUT LIMITATION, AS TO THE VALUE, QUALITY, QUANTITY, PHYSICAL AND ENVIRONMENTAL CONDITION OF THE LEASED PREMISES AND/OR MATERIALS CONTAINED OR LOCATED IN, ON OR UNDER THE LEASED PREMISES, THE NATURE OF THE PAST OR HISTORIC USE OF THE LEASED PREMISES, AND/OR MERCHANTABILITY, SUITABILITY OR FITNESS FOR PURPOSE OF ANY OF THE LEASED PREMISES, ABSENCE OF LATENT DEFECTS AND COMPLIANCE WITH LAWS AND REGULATIONS RELATED TO THE LEASED PREMISES. Lessee further acknowledges that, in executing and accepting this Lease Agreement, it has relied solely upon its independent evaluation and examination of the Leased Premises, and the independent evaluations and studies based thereon. Lessor makes no warranty or representation as to the accuracy, completeness or usefulness of any information furnished to Lessee, if any, whether furnished by Lessor or any third party. Lessor, its officers, employees, elected officials and agents assume no liability for the accuracy, completeness or usefulness of any material furnished by Lessor, if any, or any of its officers, employees, elected officials and/or agents, and/or any other person or party, if any and Lessee hereby releases such parties from and against any claims related to such matters. Reliance on any material so furnished shall not give rise to any cause, claim or action against Lessor, its officers, employees, elected officials and/or agents, and any such reliance shall be at Lessee's sole risk. Airport Lease Agreement Mark Hicks Transport, LLC - Page 4 ABSENCE OF LATENT DEFECTS AND COMPLIANCE WITH LAWS AND REGULATIONS RELATED TO THE LEASED PREMISES. Lessee has satisfied itself as to the condition, quality and extent of the property and property interests which comprise the Leased Premises and the interests and rights provided by this Lease Agreement. Notwithstanding anything to the contrary set forth herein, Lessor hereby covenants, warrants, and represents that as of the Effective Date: (1) it owns fee simple estate in the Leased Premises and the Public Areas, (2) it has full right and power to execute and perform this Lease Agreement and to grant the leasehold estate demised herein, (3) its execution of this Lease Agreement does not require the approval or joinder of any other person, (4) no existing zoning ordinance or restrictive covenant prevents the use of the Leased Premises for the Permitted Use, (5) all necessary consents and approvals to lease the premises have been obtained, and (6) Lessee shall peaceably and quietly have, hold and enjoy the Leased Premises and all rights, easements, privileges and appurtenances belonging or in any wise appertaining thereto during the term of this Lease Agreement and any extensions thereof. C. fiPI1 Q 1: M J' 111_.QV1DED 13Y [I.SSOR, The term "Lessor Improvements" shall mean those things on or adjacent to the Leased Premises belonging to, constructed by, or to be constructed by the Lessor. Unless otherwise noted herein, all Lessor Improvements are and will remain the property of Lessor. The Lessor Improvements on the Leased Premises are to provide site grading described in Attachment `B", attached hereto and made a part hereof. There will be no additional improvements provided by Lessor, except as may be set forth in Article II.F., "Access to Utilities ".] D. IMPROVEMENTS PROVIDED BY LESSEE. Lessee shall construct or cause to be constructed buildings and other improvements on the Leased Premises and the applicable portion of the Public Area, if any (the "Lessee Improvements"), as described in Attachment "C", at Lessee's sole cost, expense and risk (except as may be otherwise agreed to between Lessor and Lessee) in accordance with the plans and specifications which are subject to the review and approval in writing by the Lessor, as set forth herein and Article VIII, below. The term "Lessee Improvements" shall also include those real property and structural improvements having been made prior to the Effective Date and now existing on the Leased Premises, other than Lessor Improvements, if any. Lessee shall own such Lessee Improvements during the Lease Term, as provided in Article VIII. Except as provided otherwise in this Agreement, Lessee may not construct, locate, install, place or erect any other improvements upon the Leased Premises or the Public Area without the express written consent of the Lessor, such consent not to be unreasonably withheld or delayed. Lessee shall also construct appropriate culverts or drainage as required by City ordinances, as well as other improvements as determined necessary by Lessor or as required by City ordinances Construction of Lessee Improvements shall be commenced no later than 180 days (the "Commencement Period") following the Effective Date, and shall be completed no later than 360 days, after the Effective Date (the "Construction Period"). For the Airport Lease Agreement Mark Hicks Transport, LLC - Page 5 purposes hereof, construction of the Lessee Improvements shall be deemed to have commenced when all of the following events shall have occurred: (i) Lessor's written approval and acceptance of the final construction design plans and specifications is provided to Lessee, such approval and acceptance not to be unreasonably withheld or delayed; (ii) Lessee has been issued the required building permit(s) or licenses necessary to construct the Lessee Improvements; (iii) Lessee shall have received (and shall have provided or caused to be provided to Lessor) a true and correct copy of the FAA's determination to Lessee's filing Form 7460 Notice of Proposed Construction or Alterations or other such filings required by the FAA and, or TxDOT; (iv) Lessee's execution of a contract with a qualified general contractor; (v) proof of required Builder's Risk Insurance Policy and Payment and Performance Bond, as required in Article VIII, below, is provided to Lessor; and (vi) the initiation of actual mobilization of construction equipment on the Leased Premises and/or the area of the Public Area wherein Lessee Improvements are to be constructed, if any. Construction of the Lessee Improvements shall be considered complete upon (i) the issuance of a Certificate of Occupancy for the Lessee Improvements (other than the Lessee Improvements located on the Public Areas); and (ii) acceptance by the Lessor of the Lessee Improvements constructed upon the Public Areas, if applicable, such acceptance not to be unreasonably withheld or delayed. In addition, within 60 days after the Effective Date of this Lease Agreement ("Condition Precedent Date"), Lessee shall provide to Lessor (i) a written estimate to construct Lessee Improvements certified by the design architect or engineer and prepared by a contractor who has demonstrated experience in the successful construction of improvements similar to the Lessee Improvements (the "Construction Cost Estimate"); and, (ii) a written schedule of construction to complete Lessee Improvements (collectively, "Conditions Precedent"). Should the Conditions Precedent not be met, either party may terminate this Lease Agreement by giving the other party written notice within ten (10) days following the Condition Precedent Date, in which case this Lease Agreement shall be null and void and of no further force and effect, and all funds held on deposit with the Lessor and all documents and submittals provided to the Lessor shall be immediately refunded and returned to the Lessee. Such termination shall not prevent the Lessee from submitting a new proposed lease request at a later date. The parties may extend the Condition Precedent Date if agreed to by Lessor and Lessee, as evidenced in writing duly authorized and executed by both parties. E. 'EA SEMENTS. Lessor and Lessee by mutual agreement may establish, on the Leased Premises, easements for public access on roads and taxiways. Nothing contained herein shall be deemed to affect Lessor's rights provided in Article X, below. F. UTILITIES. 1. Lessor represents that there are water, sewer and single-phase electricity lines within two hundred feet (200') of the Leased Premises available to "tap -in" by Lessee, and that the same are sufficient for usual and customary service on the Leased Premises. Lessor warrants and represents that separate meters for Airport Lease Agreement Mark Flicks Transport, LLC - Page 6 utilities can be installed on the Leased Premises by Lessee. 2, Lessee shall be responsible, at Lessee's sole cost and expense, for obtaining all utility connections at or for the Leased Premises and Lessee shall pay all charges for water, electricity, gas, sewer, telecommunications or any other utility connections, tap -in fees, impact fees, other fees or expenses of any kind and for services furnished to the Leased Premises during the Term hereof. Lessee agrees to contact all utility service providers and all other parties that may own or claim to own underground pipelines, telecommunications, cable or any other structure or facility, prior to any excavation or boring on or under the Leased Premises. Lessor shall in no event be liable or responsible for any cessation or interruption in any such utility services. Provided, however, if any utility to the Leased Premises should become unavailable for a continuous period in excess of forty-eight (48) hours and such unavailability is directly caused by Lessor, all Original Rent shall abate until utility service to the Leased Premises is restored. III. TERM A. TERM. The term of this Lease Agreement shall be for a period of forty (40) years, commencing on the 20th day of October, 2015 (the "Commencement Date") and continuing through the 19th day of October 2055, unless earlier terminated under the provisions of the Lease Agreement (the "Lease Term" or "Term"). B. HOLDING OVER. If Lessee holds over and continues in possession of the Leased Premises after the Term of this Lease Agreement expires, the holding over may be considered by the Lessor, at the Lessor's option, a month to month tenancy binding Lessee to all terms and conditions as set forth herein with the following exception: The rental payment due Lessor herein shall be the amount per month at the last full month of the Term prior to expiration of this Lease Agreement, payable on the first day of each month thereafter, until the tenancy is terminated as provided herein. The holding over tenancy may be terminated at any time by Lessor or Lessee upon thirty (30) days written notice to the other party, or may be terminated by Lessor as a remedy in accordance with the terms of this Lease, as elected by Lessor. IV. PAYMENTS, RENTALS AND FEES Lessee covenants and agrees to pay Lessor, as consideration for this Lease Agreement, the following payments, rentals and fees: A. LAND ANDww RENTAL Rental shall be due and payable to Lessor in the sum of $0.27 per gross square foot, as determined and provided in Attachment "A", said sum being stipulated herein as $6,327.45 per year (the "Original Rent"), payable in twelve (12) equal monthly installments in the sum of $527.29 in advance, on or before the 1 st day of each and every month during the term of this Lease Agreement. The first monthly payment under the terms of this Agreement shall be due the first day of the month following issuance of a Airport Lease AgreementTransport, Page E building permit by the City of Denton for improvements as described in Attachment B to this Agreement. Lessee has the option to pay annual rentals and fees in whole on or before the 1 st day of October, at the beginning of the City's fiscal year, each and every year of this Lease Agreement. Notwithstanding the foregoing, the Original Rent will be reduced by the current lease rate per square foot, as adjusted by the CPI -U referenced in Section IV.C., times the number of square feet comprising all easements established in accordance with Section II.E. B. LESSOR IMPROVEMENTS RENTALS. None. There are no Lessor Improvements on the Leased Premises as of the Effective Date. C. PAYMENT, PENALTY, ADJUSTMENTS. All payments due Lessor from Lessee shall be made to Lessor at the offices of the Finance Department of the City of Denton, Comptroller's Office, 215 E. McKinney, Denton, Texas, unless otherwise designated in writing by the Lessor. If payments are not received on or before the 15th day of the month, the lesser of the maximum amount allowed by law and a five percent (5%) penalty, will be due as of the 16th. If payments are not received by the first of the subsequent month, an additional penalty of the lesser of the maximum amount allowed by law and one percent (1%) of the unpaid rental/fee amount will be due. The lesser of the maximum amount allowed by law and one percent (1%) will be added on the first of each subsequent month until the unpaid rental/fee payment is made. Notwithstanding anything herein to the contrary, any such penalty shall be limited to but not exceed the maximum amount provided by law, if any. The Original Rent for the Leased Premises shall be readjusted at the end of each two (2) year period during the Lease Term, starting on the 1 st day of October 2017 and every two (2) years thereafter, on the basis of the proportion that the then current United States Consumer Price Index for all urban consumers (CPI -U) for the Dallas -Fort Worth Bureau of Labor Statistics bears to the July 2015 index, which was 218.676 (1982-84 = 100). Each rental adjustment, if any, shall occur on the 1 st day of October, beginning 2017, and every second year thereafter on such date. The adjustments in the yearly rent shall be determined by multiplying the Original Rent by a fraction, the numerator of which is the index number for the last month prior to the adjustment, and the denominator of which is the index number applicable at the execution of this Lease Agreement. If the product of this multiplication is greater than the Original Rent, Lessee shall pay this greater amount as the new Original Rent until the time of the next rental adjustment as called for in this section. If the product of this multiplication is less than the Original Rent there shall be no adjustment in the Original Rent at that time, and Lessee shall pay the previous year's Original Rent until the time of the next rental adjustment as called for in this section. In no event shall any rental adjustment called for in this section result in an Original Rent less than the previous year's Original Rent. The adjustments herein shall be limited so that the Original Rent payment determined for any given two-year period shall not exceed the Original Rent payment calculated for the previous two year period by more than twenty percent (20%) Airport Lease Agreement bark Flicks Transport, LLC - Page 8 percent. If the consumer price index for all urban consumers (CPI -U) for the Dallas -Fort Worth geographical region, as compiled by the U.S. Department of Labor, Bureau of Labor Statistics, is discontinued during the Lease Term, the remaining rental adjustments called for in this section shall be made using the formula set forth above, but by substituting the index numbers for the Consumer Price Index -Seasonally Adjusted U.S. City Average For All Items For All Urban Consumers (CPI -U) for the index numbers for the CPI -U applicable to the Dallas -Fort Worth geographical region. If both the CPI -U for the Dallas -Fort Worth geographical region and the U.S. City Average are discontinued during the Lease Term, the remaining rental adjustments called for in this section shall be made using the statistics of the Bureau of Labor Statistics of the United States Department of Labor that are most nearly comparable to the CPI -U applicable to the Dallas -Fort Worth geographical region. If the Bureau of Labor Statistics of the United States Department of Labor ceases to exist or ceases to publish statistics concerning the purchasing power of the consumer dollar during the Lease Term, the remaining rental adjustments called for in this section shall be made using the most nearly comparable statistics published by a recognized financial authority selected by Lessor. V. RIGHTS AND OBLIGATIONSOFLESSEE A. USE OF LEASED PREMISES. Lessee is granted the non-exclusive privilege to engage in owner/operator activities providing only the following aviation services (herein "Permitted Use"): 1. Hangar..and Office Space Leasing. Lessee is granted the non-exclusive right to rent hangar and office space. 2. General Aircraft Maintenance. Lessee is granted the non-exclusive right to conduct airframe and power plant maintenance services. 3, Aircraft Management Services. Lessee is granted the non-exclusive right to manage aircraft and flight operations for third parties. 4. Charter Flight Service. Lessee is granted the non-exclusive right to conduct charter flight services from the hangar to be constructed on the property described in this Agreement. 5. Aircraft Sales and Brokerage. Lessee is granted the non-exclusive right to engage in the sale and/or brokering of aircraft. 6. Tie -Down Services. Lessee is granted the non-exclusive right to charge for tie -down services on Lessee's property. Unless otherwise agreed to in writing by the Lessor, Lessee, its tenants, employees, invitees and guests shall not be authorized to conduct any services not specifically listed in Airport Lease Agreement Mark Hicks Transport, LLC - Page 9 this Lease Agreement. The use of the Leased Premises by Lessee, its tenants, employees, invitees or guests shall be limited to only those private, commercial, retail or industrial activities having to do with or related to airports and aviation, as provided herein. Except as specifically authorized in this Lease Agreement, no person, business or corporation may operate a commercial, retail or industrial business upon the Leased Premises or upon the Airport without a lease or license from Lessor authorizing such commercial, retail or indus- trial activity. B. STANDARDS. Lessee shall meet or exceed the following standards and perform the following activities or actions: 1, Address. Lessee shall file with the Airport Manager and keep current its mailing addresses, telephone numbers and contacts where it can be reached in an emergency. 2, List. Lessee shall file with the Airport Manager and keep current a list of its sub -lessees and shall keep current and provide to the Airport Manager, as requested, a list of all aircraft hangared or tied down on the Leased Premises within the previous twelve (12) month period. Conduct. Lessee shall contractually require its employees and sub -lessees (and sub -lessee's invitees) to abide by the terms of this Lease Agreement. Lessee shall promptly enforce its contractual rights in the event of a default of such covenants by such employees and sub -lessees (and sub -lessee's invitees). 4. Utilities, Taxes and Fees. Lessee shall meet and pay all expenses and payments in connection with the use of the Leased Premises and the rights and privileges herein granted, including the timely payment of utilities, taxes, permit fees, license fees and assessments lawfully levied or assessed. Laws. Lessee, at Lessee's sole cost and expense, shall comply with all current and future federal, state and local laws, rules and regulations which may apply to the conduct of business contemplated and/or occupation of the Leased Premises, including rules, regulations and ordinances promulgated by Lessor, and Lessee shall keep in effect and post in a prominent place all necessary and/or required licenses or permits. 6. Maintenance of Property. Lessee shall be responsible for the maintenance, repair and upkeep of all property, buildings, paving, structures and improvements, including the mowing or elimination of grass and other vegetation on the Leased Premises and the Lessee Improvements constructed on the Public Area, if any, and shall keep the Leased Premises neat, clean and in respectable condition, free from any objectionable matter or thing, including trash or debris. Lessee agrees not to utilize or permit others to utilize areas on the Leased Premises which are located on the outside of any hangar or building for the storage of wrecked or permanently disabled aircraft, aircraft Airport Lease Agreement Mark Hicks Transport, LLC - Page 10 parts, automobiles, vehicles of any type, or any other equipment or items which would distract from the appearance of the Leased Premises. T Painting of Buildings. During the Lease Term, Lessor shall have the right to require, not more than once every five years, that the metal exterior of hangar(s) and building(s) located on the Leased Premises be repainted. The Lessor may require Lessee to repaint said exteriors according to Lessor's specifications (to specify color of paint, quality of workmanship and the year and month in which the hangar(s) and building(s) are to be painted, if needed.) Lessee shall complete the painting in accordance with such specifications within one (1) year of receipt of notice from Lessor. Lessee shall pay all costs and expenses involved in the hangar or building painting process. 8, Unauthorized Use of Leased Premises. Lessee may not use any of the Leased Premises for any use not authorized herein unless Lessor gives Lessee prior written approval of such additional use. Without limiting the foregoing, the Leased Premises shall not be used for the operation of a motel, hotel, restaurant, private club or bar, apartment house, flea market type sales, industrial, commercial, retail sales, storage of recreational vehicles, automobiles, or marine vehicles not incidental to uses permitted by this Lease, or any other use or purpose not expressly authorized by this Lease. 9. Dwellings. No dwelling or domicile may be built, moved to or established on or within the Leased Premises, nor -may Lessee, its tenants, employees, invitees, or guests be permitted to reside or remain as a resident on or within the Leased Premises or other Airport premises. Lessee may have a pilot lounge, including restroom and shower facilities, for use by flight crew and passengers. 10. Quit Possession. Lessee shall quit possession of the Leased Premises at the end of the Lease Term, or upon cancellation or termination of the Lease Agreement, and deliver up the Lease Premises to Lessor in as good condition as existed when possession was taken by Lessee and as Lessee has constructed, or accepted at the beginning of the Term, including the Lessee Improvements and Lease Improvements provided in Section II.D. and Article VIII, hereof, reasonable wear and tear excepted. 11. Indemnity and Release. Lessee shall indemnify, hold harmless and defend the Lessor, its officers, agents, elected officials and employees, and hereby releases Lessor, its officers, agents, elected officials and employees, from and against any and all claims, liens, suits, liabilities, causes of action, demands, losses, damages and/or actions for damages, injuries to persons (including death), property damage (including loss of use), lost profits, and expenses, including court costs, attorneys' fees and other reasonable costs (collectively, "Claims"), occasioned by, arising from or incidental or related to the Lessee's occupancy or use of the Leased Premises or the Airport, the Airport Lease Agreement Mark Hicks Transport, LLC - Page 11 activities of Lessee and/or any party acting under the authority of, or rights granted by, Lessee conducted in connection with or incidental to this Lease Agreement, and/or Lessees' breach or default under this Lease Agreement, including without limitation all such Claims based on common, constitutional or statutory law or regulation, whether existing as of the date hereof or as may be created or recognized hereafter. Lessee must at all times exercise reasonable precautions on behalf of, and be solely responsible for, the safety of its officers, employees, agents, customers, visitors, invitees, licensees and other persons, as well as the Leased Premises and Lease Improvements, while in, on, or involved in any way with the use or occupation of the Leased Premises. Without limiting the indemnity and release provided herein, the Lessor shall assume no responsibility or liability for harm, injury, or any damaging events which are directly or indirectly attributable to premise condition defects, whether real or alleged, which may now exist or which may hereafter arise upon the Leased Premises, responsibility for all such defects being expressly assumed by the Lessee. The Lessee agrees that, without limiting the indemnity and release provided herein, this indemnity and release provision applies to all Claims arising from all premise condition defects or related to the condition of the Leased Premises and/or the Lease Improvements, of any kind or type. THE LESSOR AND THE LESSEE EXPRESSLY_ INTENDTHIS, PROVISION TO RELEASE LESSOR, ITS OFFICERS, AGENTS, ELECTED OFFICIALS AND EMPLOYEES wwwwwwAND_........ TO REQUIRE LESSEE TO INDEMNIFY AND DEFEND THE LESSOR, ITS ITm ITFFICER_IT ....... AGENTS ELECTED OFFICIALS AND EMPLOYEES FROM AND GAINST ALL MATTERS SET FORTH IN THIS SECTION V.B.11. FROM THE CONSEQUENCES OF, CAUSED BY OR RELATED TO THE LESSOR'S OWN NFGT,T(7TENCF OF AN -- KIND,TYPE E OR DEGREE, EXCEPTAS SPECIFICAlJ.,Y l)ROV1DE1: BELOW. NOTWITHSTANDING THE TERMS OF THE PRECEDING E CEL LC ErS, 'FIJI INDE.MNin AND RELEASE ww11�0VSION DOES NOT APPLY TO ANY CLAIM WHERELATHE INJURY, DEATH, RR DAMAGE RESULTS FROM THE SOLE NEGLIGENCE OF THE LESSOR UNMIXED....... WWITH THE FAULT OF ANY. OTHER PERSON OR ENTITY. The provisions of this Section V.B.11. shall survive the expiration and termination of this Lease Agreement. 12. Chemicals and Other Substances. Lessee shall properly store, use, collect and dispose of all chemicals, chemical residues, paints and/or any other pollutant, contaminant, intermediate, hazardous substance, waste, asbestos containing material, petroleum product and any substance containing any of the above Airport Lease Agreement Mark Hicks Transport, LLC - Page 12 ("Chemical"); to properly store, confine, collect and dispose of Chemicals, including without limitation, paint spray in the atmosphere; and to comply with all local, state and federal statutes, rules, regulations and ordinances governing the storage, handling, use or disposal of such Chemicals. Further, the Lessee shall be solely responsible for, and without limiting the provisions of Article V.B.11., shall indemnify Lessor against any and all claims, losses, liens, suits, fines, penalties, liabilities, damages, causes of action and demands, including without limitation, costs, liabilities and damages associated with the cleanup, remediation and disposal of said Chemicals, damage to the environment or natural resources, property damage and/or injury, disease or death of any person, related to discharges or releases, whether accidental or intentional, of any Chemical or any other matter, claim, loss, lien, suit, liability, damage, demand or cause of action associated with or related to the Chemicals. 13. Hazardous .,Activities. Should Lessee violate any statute, rule, restriction, order, ordinance or regulation of the City of Denton or the Federal Aviation Administration, or any other regulatory authority, or should the Lessee engage in or permit other persons or agents to engage in activities which could produce hazards or obstruction to air navigation, obstructions to visibility or interference with any aircraft navigational aid station or device, whether airborne or on the ground, then Lessor shall state such violation in writing and deliver written notice to Lessee or, if so elected by Lessor, Lessee's agent on the Leased Premises, or to the person(s) on the Leased Premises who are causing said violation(s), and upon delivery of such written notice, Lessor shall have the right to demand that the person(s) responsible for the violation(s) cease and desist from all such activity creating the violation(s). In such event, Lessor shall have the right to demand that corrective action, as required, be commenced immediately to restore the Leased Premises into conformance with the particular statute, rule, restriction, order, ordinance or regulation being violated or to remove or remediate any hazard described herein. Should Lessee, Lessee's agent, or the person(s) responsible for the violation(s) fail to cease and desist from said violation(s) and to immediately commence correcting the violation(s), and to complete said corrections within twenty-four (24) hours following written notification, then Lessor shall have the right to enter onto the Leased Premises and correct the violation(s) at the sole cost and expense of Lessee, and Lessor shall not be responsible for any damages incurred to any improvements on the Leased Premises as a result of the corrective action process. In addition, such violation shall be considered a material default by Lessee authorizing Lessor, at its sole option and discretion, to exercise any and all other rights and remedies available to it under this Lease Agreement. Airport Lease Agreement Mark Hicks Transport, LLC - Page 13 C. SIGNS. No signs, posters, or other similar devices ("Signage") shall be placed on the exterior of the Lease Improvements, Lessor Improvements, if applicable, or on any portion of the Leased Premises or Airport property without the prior written approval of Lessor which shall not be unreasonably withheld or delayed. Lessee, at its sole expense, shall be responsible for the creation, installation and maintenance of all such Signage. Any Signage placed on the Leased Premises shall be maintained at all times in a safe, neat, sightly and good physical condition. All signage shall be removed from the Leased Premises by Lessee immediately upon receipt of instructions for removal of same from Lessor, including without limitation, upon expiration or termination of this Lease Agreement. If Lessee fails to remove the Signage then Lessor may do so at the sole cost and expense of Lessee. Subject to approval by Lessor as provided herein, Lessee may place two wall signs, no greater than thirty-two square feet each, identifying the commercial hangar operation. Notwithstanding anything contained herein to the contrary, all signage shall comply with all applicable City of Denton ordinances, including the City of Denton sign ordinance. D. ENTRY. Lessor and its designees shall have the right to enter the Leased Premises upon reasonable advance notice (written or oral) and at any reasonable times for the purposes of inspecting the Leased Premises, performing any work which Lessor elects to perform under this Lease Agreement, and exhibiting the Leased Premises for sale, lease, or mortgage. Any entry after the Effective Date by the Lessor shall be conducted with due regard for the construction activities or business being conducted on the Leased Premises, and shall not unreasonably interfere with Lessee's activities thereon. Where such is reasonable to do so, Lessor hereby agrees to provide Lessee with prior notice of any entry into or onto the Leased Premises. References to Lessor herein shall also include Lessor's employees, contractors, agents, and representatives. Nothing in this section shall imply any duty upon Lessor to do any work or perform any activity, which under any other provision of this Lease Agreement Lessee is required to perform, and any performance by Lessor shall not constitute a waiver of any default by Lessee hereunder. VI. COVENANTS BY LESSOR Lessor hereby agrees as follows: A. PEACEFUL ENJOYMENT. Upon payment of all rent, fees and performance of the covenants and agreements on the part of Lessee to be performed hereunder, Lessee (subject to the terms and conditions of this Lease Agreement) shall peaceably hold and enjoy the Leased Premises and all rights and privileges herein granted; however, Lessee accepts this Lease Agreement subject and subordinate to any recorded mortgage, deed of trust, or other lien presently existing upon, or to any other matter of record in the Real Property Records of Denton County, Texas and/or that Lessee is otherwise charged with notice or inquiry notice, affecting the Leased Premises. B. COMPLIANCE. Lessee will not be legally liable for any action of trespass or similar cause of action by virtue of any aerial operations of adjoining property in the course Airport Lease Agreement Mark Hicks Transport, LLC - Page 14 of normal take -off and landing procedures from the Airport. VII. WEIGHT LIMIT OF AIRCRAFT A. RUNWAYS AND TAXIWAYS. Lessee shall limit all aeronautical activity, including without limitation, landing, take -off and taxiing, to aircraft having an actual weight, including the weight of its fuel, of thirty thousand (30,000) pounds or less, unless and until such time that the runway and designated taxiways on the Airport have been improved to handle aircraft of such excessive weights. It is further agreed that, based on qualified engineering studies, the weight restrictions and provisions of this clause may be adjusted, up or down, and that Lessee agrees to abide by any such changes or revisions as such studies may dictate. "Aeronautical activity" referred to in this clause shall include any activity of the Lessee or its agents or subcontractors, and its customers and invitees, but shall not include those activities over which it has no solicitory part or control, such as an unsolicited or unscheduled or emergency landing. Violation of the provisions of this section on two or more occasions during the Term shall be sufficient to cause (i) the immediate termination of this Lease Agreement, without opportunity to cure by Lessee; (ii) shall otherwise constitute a default hereunder wherein Lessor may resort to all other remedies provided in this Lease Agreement; and (iii) without limiting the provisions of Section V.13.11., subject Lessee to liability for any damages to the Airport that might result. Nothing contained herein shall be construed as creating any obligation on the part of Lessor to improve or modify any part of the Airport. VIII. LEASEHOLD IMPROVEMENTS A. ADDITIONAL CONSTRUCTION OR IMPROVEMENTS. In addition to the Lessee Improvements, subject to the terms of this Article mmmmmITIT VIII, Lessee may construct upon the Leased Premises, at its own cost and expense, buildings, hangars and structures, that Lessor and Lessee mutually agree in their discretion, are necessary for use in connection with the operations authorized by this Lease Agreement ("Additional Improvements"); pro- vided however, Lessee shall comply with all of the requirements of this Article VIII. B. FOR, LEASE 1MRO1wiN S. Before commencing construction activities related to the Lessee Improvements and/or the Additional Improvements upon the Leased Premises (the Additional Improvements and the Lessee Improvements are collectively referred to in this Lease Agreement as the "Lease Improvements"), Lessee shall submit to Lessor: 1, Documentation, specifications, or design work, prepared by an architect and/or engineer selected by Lessee which shall be reviewed and approved by the Lessor, which shall establish that the improvements to be built or constructed upon the Leased Premises and Public Area, if applicable, are in conformance with the overall size, shape, color, quality and design, in appearance and structure of the program established by Lessor on the Airport. Airport Lease Agreement Mark Hicks Transport, LLC - Page 15 2. All plans and specifications showing the location upon the Leased Premises and Public Area, if applicable, of the proposed construction and improvements. 3. The estimated cost of such construction. No construction may commence until Lessor has approved the plans and specifications and the location of the Lease Improvements and the Public Area, if applicable, and the estimated costs of such construction. Approval by the Lessor of construction in conformity with the terms of this Lease Agreement shall not be unreasonably withheld or delayed. B.I. CONSTRUCTION OF LEASE IMPROVEMENTS. Construction and modification of the Lease Improvements shall be performed in a good and workmanlike manner and in compliance with all applicable building codes, rules, standards, zoning and other ordinances and all state and federal standards (including, without limitation, Title III of the Americans With Disability Act of 1990, any state statutes, governing handicapped access or architectural barriers, and all rules, regulations and guidelines promulgated under such laws, as amended from time to time). 2. Without limiting the provisions of Section V.B.11., Lessee shall promptly pay and discharge all costs, expenses, claims for damages or injury (including without limitation claims for personal injury or death, or property damage or destruction, or economic loss), liens and any and all other liabilities and obligations which arise in connection with such construction. Lessee shall cause each contractor performing any work or otherwise occupying the Leased Premises or Public Area and/or Airport related to the Lease Improvements or pursuant to the authority provided to Lessee hereunder, to indemnify the Lessor and its officers, agents, elected officials and employees to the same extent provided by Lessee to Lessor in Section V.B.11.. 4. Lessee shall properly and timely submit to the FAA, TxDOT, and any other governmental entity or agency having jurisdiction regarding the Airport, a Notice of Proposed Construction and any and all other documents or materials as may be required, when and as required. Without limiting the rights to Lessor provided in Section V.D., Lessor has the right and is authorized by Lessee at all times during any construction project to enter upon the Leased Premises to observe the performance of such construction. Exercise of Lessor's rights hereunder shall be conducted with due regard for the construction and business being conducted on the Leased Premises, and shall not unreasonably interfere with such activities. Nothing contained herein shall be construed as an obligation, of any kind or type, on the part of Lessor related to the construction activities and/or to assure Lessee's compliance with the provisions of this Lease Agreement. 6. No later than thirty (30) days after completion of the Lease Improvements, Lessee shall submit to Lessor detailed as -built plans of the Lease Improvements and documentary evidence acceptable to Lessor evidencing the total cost to construct the Lease Improvements ("Cost to Construct Lease Improvements"). 7. No improvements to the Leased Premises, including without limitation, the Lease Improvements, may be removed from the Leased Premises during the Term hereof, unless otherwise specifically authorized herein. 8. Lessee shall cause the general contractor to obtain (i) payment bonds for construction contracts greater than Fifty Thousand and no/100 Dollars ($50,000); and (ii) payment and performance bonds for construction contracts greater than One Hundred Thousand and no/100 Dollars ($100,000), for each construction activity on the Leased Premises and Public Area, if applicable, each naming the Lessor as an Additional Obligee. Lessee shall furnish such bonds to Lessor prior to any work on the Leased Premises or Public Area, if applicable. Additionally, any and all insurance provided by the general contractor to Lessee shall name the Lessor as an Additional Insured and/or Loss Payee, as applicable, and provide the following coverages, at a minimum: • Commercial General Liability - $1,000,000 per occurrence and $2,000,000 aggregate • Business Automobile Liability - $500,000 per occurrence and $1,000,000 aggregate • Workers' Compensation — Statutory Limits • Builder's Risk (if applicable) —100% of the completed value C. OWNERSIIIP OF IMPROVEMENTS. Except as otherwise provided in this Lease Agreement, the improvements now located, or constructed or to be constructed upon the Leased Premises by Lessee (including without limitation, the Lease Improvements), but excluding the Lessor Improvements, if any, shall remain the property of Lessee during the Lease Term subject to the following conditions, terms and provisions: Upon the termination of this Agreement, whether by expiration of the Term hereof or by reason of default on the part of Lessee, or for any other reason whatsoever, the improvements (including without limitation, the Lease Improvements), and all parts thereof, shall merge with the title of, or be otherwise considered and deemed a part of the real property, free and clear of any claim of Lessee and all persons or entities claiming under or through Lessee (including, without limitation, any holder of a leasehold mortgage), and shall become the property of Lessor; provided, however: Airport Lease Agreement Mark Hicks Transport, LLC - Page 17 (i) if Lessee is not then in default hereunder, Lessee shall have the right to remove all personal property and trade fixtures owned by Lessee from the Leased Premises, but Lessee shall be required to repair any damage to the Leased Premises caused by such removal in a good and workmanlike manner and at Lessee's sole cost and expense; and (ii) Upon such expiration or earlier termination, Lessee shall deliver the Leased Premises to Lessor in good condition, reasonable wear and tear excepted, and shall, at Lessor's request, execute a recordable instrument evidencing the termination of this Agreement, expressly stating the termination or expiration date thereof. 2. The Lessor Improvements, if any, shall remain the property of Lessor at all times during and after the expiration or earlier termination of this Lease Agreement. 1 Nothing contained herein shall be construed to limit or prohibit Lessor and Lessee from mutually agreeing to either (i) amend or modify this Lease Agreement or, (ii) enter into a new agreement to supersede and replace this Lease Agreement, which may, among other things, effectively extend or otherwise defer the transfer of title and ownership of the Lease Improvements to Lessor as provided for in this Section VIII.C., prior to the expiration of this Lease Agreement. However, nothing contained herein shall be deemed or construed to require any amendment or modification of this Lease or the entering into of a new lease agreement. Any such action shall be at the sole and absolute discretion of Lessor and Lessee. IX. COLLATERAL ASwSIGNMENT A. CONSENT TO ENCUMBER. Except as otherwise authorized herein, including but not limited to IX.B. below, Lessee shall not collaterally assign this Tease or otherwise encumber the estate created by this Lease Agreement without the written consent of Lessor, which such consent shall be at Lessor's sole discretion. As conditions to such consent, Lessor may require from Lessee and/or the Secured Party (herein so called) any commitment, condition or requirement deemed necessary or advisable by Lessor, including without limitation, provision for: 1. Express agreement that the Lessee shall in no way be released from any of its obligations under this Lease Agreement, including without limitation, the obligation to pay rent; 2. The Secured Party to promptly provide Lessor notice of any default by Lessee in any obligation to Secured Party; 1 The Secured Party to provide notice to Lessor at least fifteen (15) days prior to (i) accelerating any indebtedness owed by Lessee to Secured Airport Lease Agreement Mark Hicks Transport, LLC - Page 18 Party; (ii) initiation of any foreclosure proceedings; and/or (iii) any other actions to enforce any financial obligation of Lessee to Secured Party. B. 11JS1:` OF LOAN 1'1('11. DS, 1. Lessee may borrow funds in which this Lease Agreement or the estate created by this Lease Agreement are utilized as security or collateral, in whole or in part, so long as the borrowed funds are used only for (i) the construction of the Lease Improvements, as described in Section II.D. and Article VIII hereof; (ii) acquisition of the leasehold estate created by this Lease; or (iii) any other purpose which may be approved from time to time by Lessor, in writing, in its sole discretion. C.LIEN. No lien contemplated by this Article IX shall constitute a lien on Lessor's fee title. Any indebtedness secured by a lien against or on the estate created by this Lease Agreement or this Lease shall at all times be and remain inferior and subordinate to conditions, covenants and obligations of this Lease Agreement and to all of Lessor's rights under this Lease Agreement. X. RIGHT OF EASEMENT Lessor shall have the right to establish easements, at no cost to Lessor, upon the Leased Premises for the purpose of (i) providing underground utility services to, from or across the Airport property; or (ii) for the construction of public facilities and/or infrastructure on the Airport. However, any such easements shall not interfere with Lessee's use of the Leased Premises and Lessor shall restore the Leased Premises to as close to its original condition as is reasonable practicable upon the installation of any utility services on, in, over or under any such easement at the conclusion of such construction. Construction within the easement upon the Leased Premises shall be completed within a commercially reasonable time. XI. ASSIGNMENT OF LEASE Lessee expressly covenants that it (i) will not assign this Lease Agreement; (ii) convey more than fifty percent (50%) of the voting interest in its business or entity as of the Effective Date of this Lease Agreement, through the sale of stock or otherwise; or (iii) transfer, license, or sublet the whole or any part of the Leased Premises for any purpose, except for rental of hangar or office space or tie -down space for storage of aircraft only, without the prior written consent of Lessor. Lessor agrees that it will not unreasonably withhold or delay its approval of such sale, sublease, transfer, license, or assignment of the facilities for Airport related purposes. The provisions of this Lease Agreement shall remain binding upon the Lessee and the sublessees and assignees, if any, of Lessee. XII. CASUALTY LOSS/CONDEMNATION A. CASUALTY/TOTAL OR PARTIAL DESTRUCTION. In the event the Leased Airport Lease Agreement. Mark flicks 'transport., LLC - Page 19 Premises, or any improvements located thereon, are damaged by casualty, regardless of the extent of the damage or destruction or whether insurance proceeds, if any, are sufficient, Lessee shall, at its sole cost, risk and expense, promptly commence within six (6) months after such casualty, and thereafter complete with diligence, the restoration, repair and/or replacement of any such improvements to substantially the same condition as they existed prior to the casualty loss, conditioned upon the following provisions: 1. Any and all activities related to the restoration, repair and replacement of the damaged improvements, shall be subject to (i) Lessor's prior approval, as provided in Section II.D. and Article VIII, as applicable to the improvement affected by casualty; and (ii) the provisions set forth in this Section XII.A. 2. Lessor, as loss payee under the all risk property insurance coverage required by this Lease Agreement, shall be entitled to approve disbursements of the insurance proceeds as restoration, repair and replacement activities are completed by Lessee, such approval not to be unreasonably withheld or delayed. 3, Lessee shall take and complete whatever actions are necessary, if applicable, to obtain disbursement authority of insurance proceeds from any secured party possessing a lien on the leasehold estate created by this Lease Agreement. 4. In the event Lessee fails to promptly commence restoration, repair and/or replacement of the damaged improvements in conformance with the provisions hereof, Lessee shall be in default under this Lease Agreement, in which event Lessor may seek any remedies available hereunder, and Lessee shall provide such endorsements or take any other actions necessary, including without limitation, any action required of any secured party, to cause all or any remaining portion of the insurance proceeds payable due to such damage or casualty loss to be paid to Lessor. B. TOTAL OR P. "I"1AL CONDEMNATION. 1. If the Leased Premises or any part of them are taken by condemnation as a result of any action or proceeding in eminent domain, or are transferred in lieu of condemnation to any authority entitled to exercise the power of eminent domain, this Article governs Lessor's and Lessee's interest in the award or consideration for the transfer and the affect of the taking or transfer of this Lease Agreement. 2. In the event the entire Leased Premises are taken or transferred as described in Section XII.B.I., above, this Lease Agreement and all the rights, titles and interest under it will cease on the date that title to the Leased Premises vests in the condemning authority. If such taking or acquisition occurs t during the first twenty (20) years of the Lease Term, then all parties shall be free to make a claim against the condemning authority for compensation or damages for the injuries and loss sustained by them as a result of the taking or acquisition. During the first twenty (20) years of the Lease Term, Lessee may recover from the condemning authority or from the Lessor (if included within Lessor's award), that portion of any award attributable to the value of the Lessee Improvements, including any Additional Improvements, constructed by Tenant. If such taking or acquisition occurs after the first twenty (20) years of the Lease Term, then all proceeds of the condemnation shall be the property of Lessor. 3, If only part of the Leased Premises is taken or transferred, as described in Section XII.13.1., above, this Lease Agreement shall terminate if, in Lessee's reasonable judgment, the remainder of the Leased Premises is in such a location, or is in such form, shape or reduced size, that Lessee's operations cannot be effectively and practicably operated upon the remaining portion of the Leased Premises. In such event, this Lease Agreement and all rights, title and interest under it will cease on the date that the title to the portion of the Leased Premises taken or transferred vests in the condemning authority. If such taking or acquisition occurs during the first twenty (20) years of the Lease Term, then all parties shall be free to make a claim against the condemning authority for compensation or damages for the injuries and loss sustained by them as a result of the taking or acquisition. During the first twenty (20) years of the Lease Term, Lessee may recover from the condemning authority or from the Lessor (if included within Lessor's award), that portion of any award attributable to the value of the Lessee Improvements, including any Additional Improvements, constructed by Tenant. If such taking or acquisition occurs after the first twenty (20) years of the Lease Term, then the proceeds of the condemnation shall be the property of Lessor. 4. In the event part of the Leased Premises is taken or transferred as described in Section XII.13.1., above, and, in Lessee's reasonable judgment, the remainder of the Leased Premises is in such a location and in such form, shape or size, that Lessee's operations may be effectively and practicably operated on the remaining portion of the Leased Premises, this Lease shall terminate with the respect to the portion of the Leased Premises taken or transferred as of the date title to such portion vests in the condemning authority, but shall continue in full force with respect to the portion of the Leased Premises not taken or transferred. In such event, as of the date that title to the Leased Premises vests in the condemning authority, the Original Rent due hereunder shall be reduced by multiplying the Original Rent then due by the ratio of the square footage of the Leased Premises after the taking divided by the square footage of the Leased Premises before the taking. Nothing contained in this Article XII shall be construed to prohibit Lessor Airport Lease (agreement Mark Flicks Transport, LLC - Page 21 from voluntarily conveying all or part of the Leased Premises to any party with condemning authority under state or federal laws, however, any such voluntary conveyance shall be treated as a taking within the meaning of this Article XII. 6. Notwithstanding the above, in the event the condemning authority, as described in Section XII.B.1., above, is the Lessor, all of the proceeds of the condemnation attributable to the Leased Premises shall be the property of Lessee. XIII. INSURANCE A. REQUIRED INSURANCE. Regardless of the activities contemplated under this Lease Agreement, Lessee shall maintain continuously in effect at all times during the term of this Lease Agreement, at Lessee's sole expense, the following minimum insurance coverage: 1. Commercial General Liability covering the Lessee, its employees, agents, tenants and independent contractors, and its operations on the Airport. Coverage shall be in an amount not less than $1,000,000 per occurrence and provide coverage for premises/operations and contractual liability AND where exposure exists in the opinion of Lessor, coverage for: products/completed operations; explosion, collapse and underground property damage; and environmental impairment. , All risk property insurance on a one -hundred percent (100%) replacement cost basis covering loss or damage to all facilities and improvements located on the Leased Premises, either as a part of this Lease Agreement or erected by the Lessee subsequent to this Lease Agreement. Under no circumstances shall the Lessor be liable for any damages to fixtures, merchandise or other personal property of the Lessee or its sub -lessees. 3. Business Automobile Liability to include coverage for Owned/Leased Autos, Non -Owned Autos and Hired Cars: For operation in aircraft movement areas the limit of liability shall be $100,000 per occurrence. For other operations the limit of liability shall be consistent with the amount set by State Law. B. ADDITIONAL COVERAGES. In addition to the above referenced coverage, the following insurance is required if, in the opinion of Lessor, the activity or exposure exists or is contemplated: 1. Aircraft Fuel/Oil Storage and Dispensing — Comprehensive Commercial General Liability shall include coverage or separate coverage for Airport Lease Agreement Mark Hicks Transport, LLC - Page 22 Environmental Impairment Liability. 2, Aircraft Sales or Aircraft Charter and Air Taxi — Aircraft Liability in the amount of $1,000,000 per occurrence to include Hull Coverage and Liability. In addition, Passenger Liability in an amount of $100,000 per person (per passenger seat) shall be provided. 3. Aircraft Rental or Flight Training - Aircraft Liability in the amount of $1,000,000 per occurrence to include Hull Coverage and Liability, Passenger Liability in the amount of $100,000 per person (per passenger seat) and Student/Renter Liability covering all users in the amount of $500,000 per occurrence. 4. Specialized Commercial Flying (including crop dusting, seeding, and spraying, banner towing and aerial advertising, aerial photography and surveying, fire fighting, power line or pipe line patrol) - Aircraft Liability in the amount of $1,000,000 per occurrence to include Hull Coverage and Liability. In addition, Passenger Liability in an amount of $100,000 per person (per passenger seat) shall be provided. 5 Aircraft Storage, Maintenance and/or Repair - Aircraft Liability in the amount of $1,000,000 per occurrence to include Hull Coverage and Liability. In addition, Hanger Keepers Liability in the amount of $500,000 per occurrence shall be provided. The requirement for Hangar Keepers Liability shall not apply to individual owner/operators whose primary use of the hangar space is the storage of their own aircraft. The requirement does not apply to such individuals notwithstanding the fact that they may, from time to time, permit the storage of non -owned aircraft in the hangar space and charge a fee for the storage of such aircraft so long as such use is in the nature of a rent -sharing agreement rather than a commercial aircraft storage business. C. COVERAGE REQUIREMENTS. wwwwwwwwwwwwS. All insurance coverage shall comply with the following requirements: All liability policies shall be endorsed to include the City of Denton, and its officers and employees as an Additional Insured. All all-risk property policies shall be endorsed to name the City of Denton as a loss payee. All required insurance policies shall provide for a minimum of 30 days written notice to the City of any cancellation or material change to the policy. 2, All insurance required by this Lease Agreement must be issued by a company or companies of sound and adequate financial responsibility and authorized to do business in the State of Texas. All policies are subject to the examination and approval of the City's office of Risk Management for their adequacy as to content, form of protection and providing company. Airport , riTransport,Page 23 Required insurance naming the City as an additional insured must be primary insurance and not contributing with any other insurance available to the City whether from a third party liability policy or other. Said limits of insurance shall in no way limit the liability of the Lessee hereunder. 4. The Lessor shall be provided with a copy of all such policies and renewal certificates. Failure of Lessee to comply with the minimum specified amounts or types of insurance as required by Lessor shall constitute Lessee's default of this Lease Agreement. 5.. During the Lease Term, or any extension thereof, Lessor herein reserves the right to, with 60 days notice, reasonably adjust or increase the liability insurance amounts required of the Lessee, and to require any additional rider, endorsement, provisions, or certificates of insurance, and Lessee hereby agrees to provide any such insurance requirements as may be required by Lessor. XIV. DEFAULT BY LESSEE AND LESSOR A. EVENTS WOF WDEFAULT OF LESSEE. The term "Event of Default", as used herein, shall mean the occurrence of any one or more of the following events: Failure of Lessee (i) to pay any installment of rent or any other sum payable to Lessor hereunder; or (ii) to pay or cause to be paid ad valorem taxes, utilities or insurance premiums, or any other payment which Lessee is to make under this Lease Agreement, on the date that same is due and such failure shall continue for a period of ten (10) days after Lessee receives written notice thereof from Lessor. Notwithstanding anything to the contrary set forth in this XIV.A.1., Lessor shall not be required to provide Lessee with any additional notices for monetary defaults if during any twelve (12) month period during the term of this Lease, Tenant has failed to make payment on or before the tenth (10) day of each month after the date on which such payment is due; 2. Lessee shall become insolvent, apply for or consent to the appointment of a receiver, trustee, custodian, intervenor, liquidator or other similar official of itself, the Leased Premises, or all or substantial part of Lessee's assets, make a general assignment for the benefit of creditors, or commence a voluntary case or action under any applicable bankruptcy, rehabilitation, insolvency or other similar law now or hereafter in effect; 3. A court having jurisdiction of or over the Leased Premises or Lessee shall enter a decree or order for relief in respect of Lessee in any case or proceeding under any applicable bankruptcy, rehabilitation, insolvency or other similar law now or hereafter in effect, or appointing a receiver, trustee, custodian, intervenor, liquidator or other similar official for Lessee, the Leased Premises, or all or a substantial part of Lessee's assets, or ordering the winding up or liquidation of Lessee's affairs and such decree or order shall remain unstayed and in effect for a period of sixty (60) consecutive days; 4. Lessee shall make a transfer in fraud of creditors; 5. Abandonment or cessation of use of the Leased Premises for the purposes leased by Lessee, as provided herein, for a period of thirty (30) consecutive days, provided that the Lessor has sent at least thirty (30) days prior written notice to the Lessee of such abandonment, and Lessee has failed to reenter the Leased Premises and begin use of the Leased Premises for the purposed leased by Lessee, as provided herein; or 6. Lessee fails to punctually and properly perform, keep or observe any of the terms, covenants, agreements or conditions herein contained and such failure shall not be cured within thirty (30) days after written notice thereof to Lessee, unless a shorter notice period, or no requirement of notice, is otherwise specifically prescribed herein; and provided, however, that if the nature of Tenant's obligations is such that more than thirty (30) days or more than such shorter period is reasonably required for performance, then Lessee shall not be in default if Lessee commences performance within such thirty (30) days or such shorter period, and thereafter diligently prosecutes the same to completion. B. TERMINATION AND REMEDIFS ON DEFAULT BY LESSEE. 1. In the event of an Event of Default by Lessee, if such Event of Default shall be continuing after the applicable notice of default period provided in this Lease Agreement, if applicable, Lessor may declare this Lease Agreement, and all rights and interests created by it, terminated. If Lessee elects to terminate, this Lease Agreement will cease as if the day of Lessee's election were the day originally fixed in the Lease Agreement for its expiration. Lessor, at its option, may resume possession of the Leased Premises and re -let them for the remainder of the Term at the rent obtainable for the account of Lessee, who shall make good any deficiency therein. Lessor shall take all reasonable efforts to mitigate its damages in the Event of Default by Lessee. 2. Any termination of this Lease Agreement shall not relieve Lessee from the obligation of paying any sum or sums due and payable to Lessor under the Lease Agreement at the time of termination and/or any claim for damages then or previously accruing against Lessee under this Lease Agreement. Any such termination shall not prevent Lessor from enforcing the payment of any such sum or sums or claim for damages by any remedy provided by Airport Lease Agreement Mark Hicks Transport, LLC - Page 25 law, contract, equity, or otherwise, including without limitation, recovering damages from Lessee arising from or related to any default under this Lease Agreement. All Lessor's rights, options and remedies under this Lease Agreement shall be construed to be cumulative, and no one of them is exclusive of the other. Lessor may pursue any or all such remedies or any other remedy or relief provided by law, contract, equity or otherwise, whether or not expressly stated in this Lease Agreement. 3. In the event of an Event of Default by Lessee, Lessor may, but shall not be required, remedy the Event of Default by any necessary action and, in connection with such remedy, may pay expenses and costs related to such curative efforts. In such event, Lessee shall pay Lessor for all sums expended or obligations incurred by Lessor in connection with curing Lessee's default. 4. Lessor and Lessee agree that, for the purposes of posting notice prescribed by Section 93.002 (f) of the Texas Property Code, the front door of the Leased Premises is the entry doorway on the east side of the hangar to be constructed at 4901 Lockheed Lane, Denton Enterprise Airport. C. EVENTS OF DEFAULT wwwOFmmmLESSOR. The term "Event of Default", as used herein, shall mean that Lessor defaults in performing any term, agreement or covenant that Lessor is required to perform under the Lease Agreement, and such default shall not be cured within ninety (90) days after written notice thereof to Lessor describing with specificity the claim of default, along with all required actions of Lessor to cure such default. It is expressly agreed and stipulated that until such notice of default is provided, and such cure period has expired, no such act or event shall be deemed an Event of Default by Lessor hereunder. D. REMEDIES ONDEFAULTBY LESSOR. If Lessor defaults in performing any term, agreement or covenant that Lessor is required to perform under this Lease Agreement, Lessee may, after notice to Lessor, as provided in Section XIV.C., remedy the Event of Default by any necessary action and, in connection with such remedy, may pay expenses. Lessor shall pay Lessee all sums reasonably expended or reasonable obligations incurred by Lessee in connection with remedying Lessee's default, so long as such claimed default is an Event of Default hereunder. Lessee may, if not so reimbursed, deduct the costs and expenses from rent subsequently due under this Lease Agreement and/or may terminate this lease at Lessee sole option. XV. ASSUMPTION BY UNITED STATES GOVERNMENT Lessee, subject to the terms hereof, may terminate this Lease Agreement and its obligations hereunder, by providing thirty (30) days written notice, upon or within thirty (30) days after the assumption or recapture by the United States Government, or any authorized agency thereof, of the operation of the Airport and the Leased Premises, to the resulting extent that the uses of the Leased Premises, as prescribed in this Lease Agreement, cannot effectively and practicably be operated by Lessee, in the reasonable judgment of Lessor. If this Lease Agreement is terminated by Lessor during the first twenty (20) years of the Lease Term, then Lessor shall reimburse Lessee for the then unamortized value of the Lessee Improvements, including any Additional Improvements, based on a twenty (20) year straight-line depreciation from the Effective Date until the date of termination of this Lease Agreement. The reimbursement provisions of this paragraph do not apply if the Leased Premises and/or Airport are (i) leased pursuant to the United States or agency thereof pursuant to paragraph I.F.3. or (ii) operated, managed, and/or leased by the United States or agency thereof in the event of a declared national or regional emergency. XVI. MISCELLANEOUSPROVISIONS A. ENTIRE n AGREEMENT. This Lease Agreement constitutes the entire understanding between the parties and as of its Effective Date supersedes all prior or independent agreements between the parties covering the subject matter hereof. Any change or modification hereof shall be in writing duly authorized and signed by both parties. B. BINDING EFFECT. All covenants, stipulations and agreements herein shall run with the land and extend to, bind and inure to, the benefit of the legal representatives, successors and assigns of the respective parties hereto. C. SEVERABILITY. If a provision hereof shall be finally declared void or illegal by any court or administrative agency having jurisdiction, the entire Lease Agreement shall not be void; but the remaining provisions shall continue in effect as nearly as possible in accordance with the original intent of the parties. D. NOTICE. Notices or other communications required or permitted to be given under this Lease Agreement must be (i) given in writing and personally delivered or mailed by prepaid certified or registered mail, return receipt requested; or (ii) transmitted by telephonic facsimile, as follows: 1. If to Lessor, addressed to: City Manager City of Denton 215 E. McKinney Street Denton, Texas 76201 Fax No.940.349.8596 With copies to: Airport Manager 5000 Airport Road Denton, Texas 76207 Fax No. 940. Airport Lease Agreement Mark Hicks Transport, LLC - Page 27 City Attorney 215 E. McKinney Denton, Texas 76201 Fax No. 940.3 82.7923 2. If to Lessee, addressed to: Mark Hicks 4901 Lockheed Lane Denton, Texas 76207 With Copies to: R. Scott Alagood Alagood Cartwright Burke PC 319 W. Oak Street Denton, Texas 76201 Any notice provided herein shall be deemed to have been given (whether actually received or not) on the day it is personally delivered as aforesaid, or, if mailed, on the third day after it is mailed as aforesaid, or, if transmitted by telephonic facsimile, on the day such notice is transmitted, whichever is earliest to occur. Any party may change its address for the purposes of this Lease Agreement by giving notice of such change to the other parties pursuant to this Section XVI.D. E. HEADINGS. The headings used in this Lease Agreement are intended for convenience of reference only and do not define or limit the scope or meaning of any provision of this Agreement. F. GOVERNING LAW AND VENUE. THIS LEASE AGREEMENT IS TO BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND IS FULLY PERFORMABLE IN DENTON COUNTY, TEXAS. EXCLUSIVE VENUE FOR ANY ACTION RELATED TO THIS LEASE AGREEMENT SHALL BE SOLELY IN A COURT OF COMPETENT JURISDICTION IN DENTON COUNTY, TEXAS. G. N®m WAIVER. No waiver by Lessor or Lessee of any default or breach of covenant or term of this Lease Agreement may be treated as a waiver of any subsequent default or breach of the same or any other covenant or term of this Lease Agreement. H. NO AGENCY. During all times that this Lease Agreement is in effect, the parties agree that Lessee shall not in any event be deemed an agent or employee of the Lessor, nor shall this Lease Agreement be construed to create or constitute a joint enterprise. I. FORCE MAJEURE. None of the Parties shall be in default or otherwise liable for any delay in or failure of performance under this Lease Agreement if such delay or failure Airport Lease Agreement Mark Hicks Transport, LLC - Page 28 arises by any reason beyond their reasonable control, including any act of God, any acts of the common enemy or terrorism, the elements, earthquakes, floods, fires, epidemics, riots, failures or delay in transportation or communications. However, lack of funds shall not be deemed to be a reason beyond a party's reasonable control. In the event either party hereto is not able to perform under this Lease Agreement due to an alleged event of force majeure, as set forth herein, such party shall provide notice to the other party, on or before five (5) calendar days after the occurrence of such event (i) specifically describing such force majeure event; (ii) describing with specificity the acts to be taken by the party claiming force majeure to remedy the force majeure event; and (iii) the estimated time to remedy the force majeure event. In the event the notice as set forth herein is not provided it shall be deemed for all purposes that no such force majeure event has occurred. J. RELEASE OF LESSOR. If Lessor sells or transfers all or part of the Leased Premises and as a part of the transaction assigns its interests as Lessor in this Lease Agreement, then as of the effective date of the sale, assignment or transfer, Lessor shall have no further liability under this Lease to Lessee, except with respect to liability matters that have accrued and are unsatisfied as of such date. Underlying this release is the parties' intent that Lessor's covenants and obligations, express and implied, under this Lease Agreement will bind Lessor and its successors and assigns only during and in respect of their successive periods of ownership of the underlying fee estate of the Leased Premises. K. LESSEE._ REFERENCES. In the event reasonably requested by Lessor, Lessee shall deliver, from time to time as requested, credit and banking references as Lessor may reasonably request, during the term of this Lease Agreement, but not more than one during any lease year. L. MEMORANDUM OF LEASE. Upon request of either party hereto, the parties shall execute a Memorandum of Lease for the purpose of imparting to the public notice of the existence of this Lease Agreement, and/or its subsequent amendment, modification or early termination, to be filed in the Real Property Records of Denton County, Texas. M. AIRPORT SPONSOR. Notwithstanding any provision contained herein to the contrary, Lessor may limit or temporarily obstruct access to the Leased Premises and/or Public Areas of the Airport in connection with or related to events occurring at the Airport. Lessee stipulates that Lessor shall have such right to limit or temporarily obstruct such access and hereby releases Lessor, its officers, elected officials, agents and employees from any losses, damages or claims of any kind or type that Lessee may have related to such limited or obstructed access. Unless this Lease Agreement otherwise allows such obstruction or Lessor and Lessee otherwise agree, Lessor shall not completely obstruct access to the Leased Premises for a period in excess of twenty-four (24) consecutive hours related to such special events. N. SUBLESSEES AND ASSIGNEES. In the event this Lease Agreement provides applicability of any of its provisions to sub -lessees or assigns, such provision shall be deemed to mean solely the sub -lessees or assignees of Lessee, as may be permitted by Lessor. Airport Lease Agreement Mark Hicks Transport, LLC - Page 29 O. TIME OF ESSENCE. It is expressly agreed by Lessor and Lessee that time is of the essence with respect to this Lease Agreement. IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the Effective Date first above written. CITY OF DENTON, TEXAS, LESSOR BY; ... m (:iE:tC'I ^P CAMPBELL CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: �., Af"1'1 FIS AS I(. LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: MARK 1 lII 1 'RANSPORT,11 ",,LESSEE # BY: NAMF:...... �_� �...... Airport Lease Agreement Mark Hicks Transport, LLC - Page 30 ACKNOWLEDGMENTS THE STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on day or 11 (, , by George C, Campbell, Cat,; Manager of flee C.11y of Denton, Texas, on behalf of said municipality. f "fARY ;aRt IC �a"I A 1 L;k OF 1'f;XA.S Noll:,'"y Pubhc, Stale of taxes 11)ecernbef 19 2016 LESSEE NOTARY THE STATE OF TEXAS § COUNTY OF DENTON § This Instruin sit,was acknowledged before me on tl day 2015 by Q4 r ao C�—:�: O LJ 1,1C, ,F""fATE OF TEXAS KATHY KAPLAN•SMfT}f MY COMMISSION EXPIRES tp October 27, 2018 Airport Lease Agreement Mark Hicks Transport, LLC - Page 31 WHEREAS, certain real property upon the Denton Enterprise Airport was leased to Mark Hicks Transport, LLC in an Airport Lease Agreement executed on August 4, 2016; and, WHEREAS, the City of Denton and Mark Hicks Transport, LLC desire to amend the lease agreement; and, WHEREAS, the City Council deems it in the public interest to approve this lease of additional Airport property as an amendment to the Airport Lease Agreement; NOW, THEREFORE, SECTION 1. The City Manager or his designee is hereby authorized to execute a First Amendment to an Airport Lease Agreement between the City of Denton and Mark Hicks Transport, LLC at the Denton Enterprise Airport which is attached to and made a part of this ordinance for all purposes and to exercise all rights and duties of the City of Denton under the Airport Lease Agreement. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. C"111 " 1"TS, MAYOR 1 ATTEST: JENNIFER WALTERS, CITY SECRETARY A BY: n a APPROVED AS TO LEGAL FO ANITA BURGESS, CITY ATTORNEY BY: �'w FIRST AMENDMENT TO THE STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS: COUNTY OF DENTON § of -if MUM rITT Me Lois) 411'�l I 1two o - ell tsEm I ;-) it L;,) i Q *T IP -17,10-4 ggxtol, too MTes 91 s73:r-..1,i;1 IK;J; �:ivl- No tlk,,Jk� SECTION 1. Section II. "Leased Premises", and Section IV. "Payments, Rentals and Fees" are hereby amended so as to add the following thereto: MEMMMIM34 A. LAND. A tract of land, being approximately 84,811 square feet drawn and outlined and legally described on Attachment "A" as such attachment being incorporated herein by reference (the "Leased Premises"); and, a tract of land, being approximately 2,788 square feet drawn and outlined and legally described on Attachment "B" as such attachment being incorporated herein by reference (the "Leased Premises"). Together with the right of ingress and egress to the Leased Premises; and the right in common with others so authorized of passage upon the Airport property generally, subject to reasonable regulations by the City of Denton and such rights shall extend to Lessee's employees, passengers, patrons and invitees. For purposes of this Agreement the term "Leased Premises" shall include leasehold improvements constructed by the Lessee, but not including certain easements or property owned and/or controlled by the Lessor I 1 14 - - 11 Lessee covenants and agrees to pay Lessor, as consideration for this Lease Agreement, following payments, rentals and fees: I I G 1 comprising all easements established in accordance with Section JI.E. 111111111 11 1111111111111 lI III � III 1111�111pji��Ijj I BY: HOWIII 11v1,I[,'JNTERJM CITY MANAGBI 2 ATTEST: C I BY: TRANSPORT,MARK FUCKS LLC, a Texas limited liability mpan Y: HICKS,MARK MM f 2016, by This in&ument was aclmowledged before me on theA- day oAWAL - Howard Martin, Interim City Manager of the City of Denton, Tom, on behalf of said municipality, NOTJ PC LIC, STATE OF TEXAS JENNIFER K, WALT E Rs, NOTARY PUBLIC-SIATE OF TEXA,3 EXP 12-1 MIS _�� "YIGS11€7650 NOTJ PC LIC, STATE OF TEXAS ATTACHMENT A C d C e ATTACHMENT C Lessee covenants and agrees to pay Lessor, as consideration for this Lease Agreement fbllowing payments, rentals and fees: I I- of Oslo comprising all easements established in accordance with Section H.E. IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the effective date first above written. ... . ... ... BY: HOWARD MARTIN, INTURINt CITY MANAGER 01111-1 "w1j,12:4-a , My., swirmacm BY: APPR41) AS LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: FIRST AMENDMENT TO THE 1111YINUT) " �119 10 PLO] -XV 1111F.Agm1 •j This First Amendment is executed to be effective as of the I st day of November, 2016 that certain Airport Lease Agreement Commercial Operator between the City of Denton, Texa'! a municipal corporation, hereinafter referred to as "Lessor" and Mark Mcks Transport, LLC, Texas limited liability company, hereinafter refitrred to as "Lessee" which was executed to effective as of the: 41h day of August�, 2016, hereinafter referred to as "Base Lease". I Ll V I I Z M31.49 111; P §ECTION 1. Section II. "Leased Premis&', and Section IV. "Payments, Rentals and Fees" are hereby amended so as to add the following thereto: M; 71 Mi I MWO on a 0 1 A. LAND. A tract of land, being approximately 84,811 square feet drawn and outlined and legally described on Attachment "A" as such attachment being incorporated herein by reference (the "Leased Premises"); and, a tract of land, being approximately 2,788 square feet drawn and outlined and legally described on Attachment "B" as such attachment being incorporated herein by reference (the "Leased Premises"). Together with the right of ingress and egress to the Leased Premises; and the right in common with others so authorized of passage upon the Airport property generally, subject to reasonable regulatio passengers, patrons and invitees. For purposes of this Agreement, the term "Leased Premises" shall include leasehold improvements constructed by the Lessee, but not including certain easements or property owned and/or controlled by the Lessor MARK HICKS TRANSPORT, LLC, a Texas limited liabil"mpany BY: 4�1 ell M&M HICKS, MM .�1:3 DIX This instrument was aelmowledged before me on the day of 2016, by Howard Mlijil Interim CN! M=%L2L1LQ1X f np- . . . . . . . . M. mumclpaliA JENNIFER K. �ALTE�i­ -STATE OF � EXAS �,101d'NYPUBLIC COMMEXP12-19-2018 NOTARY M 11176,50 j . FLM..M.. This instrument was aelmowledged before me on the\'� day oib�... 2016 by Mark Hicks. MM. Mark Hicks Trannort. W& a Texas Rwited liabili'v commmy. on behalf of saA I OctDbef 27, 2018 ,ATTACHMENT P I I ATTACHMENT C s:\legal\our documents\ordinances\17\airport - consent to assignment of hicks lease.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A CONSENT TO ASSIGNMENT OF AN AIRPORT LEASE BETWEEN MARK HICKS TRANSPORT, LLC, AND POLYGON ENTERPRISES, INC; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on October 20, 2015, the City of Denton, Texas (hereinafter the "City") entered into that certain Airport Lease (the "Lease") with Mark Hicks Transport ("Hicks") at the Denton Enterprise Airport, ("Airport"); and WHEREAS, Hicks has agreed to assign his interest in the Lease to Polygon Enterprises, Inc. ("Polygon") as evidenced by that certain Lease Assignment of Pad Site at 4901 Lockheed Lane, Denton Enterprise Airport (the "Assignment"), dated November 8, 2017, attached hereto as Exhibit 1; and WHEREAS, the Lease requires written consent of the City for the Assignment to be effective and Hicks has requested the City for such consent; and WHEREAS, the City Council deems it in the public interest to give consent to the assignment contemplated above; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Manager or his designee is hereby authorized to execute the Assignment, confirming the City's consent to same, in the form attached hereto as Exhibit 1 and made a part of this Ordinance for all purposes. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. 1 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 BY: LEASE ASSIGNMENT OF PAD SITE AT 4901 LOCKHEED LANE DENTON ENTERPRISE AIRPORT DATE: November 8, 2017 ASSIGNOR: Mark Hicks Transport, LLC. ASSIGNEE: Polygon Enterprises, Inc. LEASE: Date: October 20, 2015 First Amendment, November 1, 2016 Landlord: City of Denton, Texas Tenant: Mark Hicks Transport, LLC Premises: 4901 Lockheed Lane Approved by City of Denton Ordinance 2015-324, 2016-337 Assignor assigns to Assignee Tenant's interest in the lease. A. Assignee Agrees To: 1. Assume Tenant's Obligations under the Lease. 2. Accept the premises in its present "as is" condition. 3. Complete all obligations of purchase from Assignor prior to this Assignment becoming effective. B. Landlord consents to this assignment: 1. Landlord agrees that following assignment, it shall look solely to Assignee for fulfillment of the lease obligations. C. Assignor agrees that: 1. Assignor confirms that the land lease and hangar ownership with respect to the Property at 4901 Lockheed Lane is to be transferred to Polygon Enterprises, Inc. 2. Assignor will pay or will cause the Assignee to pay to Landlord a $500.00 transfer fee. PREVIOUS ASSIGNMENTS: None Assignee: Polygo erprises, Inc. Oland Author, Managing Member Consent: City of Denton, Landlord Todd Hileman, City Manager Assignor: By: Mark Hicks,,, wn Mark Hicks Transport, LLC. STATE OF TEXAS C�Z�I���11M1� � � ► _ • ►1 Approved As To Legal Form: Aaron Leal, City Attorney ATTEST: Jennifer Walters, City Secretary This instrument was acknowledged before me on the day of , 20/7, by Mark Hicks Transport, LLC, Assignee. STATE OF TEXAS COUNTY OF DENTON N ary Public, State of Texas My Commission Expires - (or Notary Stamp) This instrument was acknowledged before me on the /4 day of `-11,)�14,�6, 2017, by Polygon Enterprises, Inc. Roland Author, Assignor JULIEWN MUIIINS My Notary ID # 8532322 Expires May 27, 2021 qNotray 'Pu�bliNState of Texas My Commission Expires (or Notary Stamp) Page 2 of 3 JULIE ANN MULLINS My Notary ID # 8532322 Expow May 27, 2021 STATE OF TEXAS COUNTY OF DENTON N ary Public, State of Texas My Commission Expires - (or Notary Stamp) This instrument was acknowledged before me on the /4 day of `-11,)�14,�6, 2017, by Polygon Enterprises, Inc. Roland Author, Assignor JULIEWN MUIIINS My Notary ID # 8532322 Expires May 27, 2021 qNotray 'Pu�bliNState of Texas My Commission Expires (or Notary Stamp) Page 2 of 3 STATE OF TEXAS COUNTY OF DENTON This instrument was acknowledged before me on the day of , 2017, by Todd Hileman on behalf the City of Denton, Texas a municipal corporation. [SEAL] Notary Public, State of Texas My Commission Expires (or Notary Stamp) Page 3 of 3 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN File #: ID 17-1599, Version: 1 Legislation Text AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas approving a consent to Collateral Assignment of an Airport Lease US Trinity Holdings, LLC and Guaranty Bank; and providing an effective date. The Council Airport Committee recommends adoption of the ordinance (2-0) City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton _ city Hale 41"I&IMMM215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Transportation CM/ DCM/ ACM: Mario Canizares DATE: December 5, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving a consent to Collateral Assignment of an Airport Lease US Trinity Holdings, LLC and Guaranty Bank; and providing an effective date. The Council Airport Committee recommends adoption of the ordinance (2-0) BACKGROUND The City of Denton has received a request from Guaranty Bank to execute a Collateral Assignment of Leases (Exhibit 3) in order to secure a lien on property owned by US Trinity Holdings, LLC at Denton Enterprise Airport. This document has been reviewed approved as to form by the City Attorney's Office. OPTIONS 1. Approval of the Collateral Assignment of Lease as presented. 2. Approval of the Collateral Assignment of Lease with additional direction and/or modifications to the agreement. 3. Take no action at this time. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Council approved the lease agreement on September 18, 2012, Ordinance 2012-236. Council approved the first amendment on June 18, 2013, Ordinance 2013-149. Council approved the assignment of leases to US Trinity Holdings, LLC on October 17, 2017, Ordinance 2017-307. Council Airport Committee recommended approval on November 28, 2017. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 1.1 Manage financial resources in a responsible manner EXHIBITS 1. Agenda Information Sheet 2. Collateral Assignment of Lease 3. Ordinance Respectfully submitted: Scott T. Gray, C.M., C.A.E. Airport Manager This Consent to Collateral Assignment of Lease is made between the City of Denton, Texas, a Texas home rule municipal corporation ("City" or "Landlord"), US Trinity Holdings, LLC, a Texas limited liability company, successor in interest to HTA Aviation ("Assignor") and Guaranty Bank & Trust, N.A. ("Assignee"). WHEREAS, the City is the sole owner and landlord of a pad site at Denton Enterprise Airport located at 4910 Lockheed Lane (the "Property"); and WHEREAS, the Property is subject to a ground lease, described as the Airport Lease Agreement Commercial Operator dated effective September 18, 2012, by and between the City, as Lessor, and HTA Aviation, as Lessee, which was assigned and assumed by US Trinity Holdings, LLC, a Texas limited liability, in the Lease Assignment of Pad Site at 4910 Lockheed Lane, Denton Enterprise Airport, dated October 17, 2017, between HTA Aviation and US Trinity Holdings, LLC (the "Lease"); and WHEREAS, Assignee provided financing for the purchase of the Leasehold Estate and certain improvements on such ground leased property; and WHEREAS, for the purpose of securing and enforcing the payment obligations of Assignor to Assignee, Assignor now wishes to collaterally assign the Lease to the Assignee through the Deed of Trust attached hereto as Exhibit "A," and WHEREAS, Article IX of the Lease provides that it may not be collaterally assigned without the written consent of City, at City's sole discretion, and Assignor has requested the City's consent, NOW THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City hereby consents to Assignor's collateral assignment of the Lease to Assignee, through the Deed of Trust attached as Exhibit "A," under the following terms and conditions: 1. Assignor shall pay to the City a transfer fee of Five Hundred Dollars ($500.00) in connection with the City providing its consent to the Collateral Assignment of the Lease. 2. Assignor will pay or will have Assignee pay for all of the City's administrative costs on handling and processing the assignment of the Lease from Assignor to Assignee. 3. Assignee shall give the City written notice of any default by Assignor under any financing agreement, promissory note, or the Deed of Trust. Any such notice shall be delivered as follows: Page 1 City Manager City of Denton 215 E. McKinney Denton, Texas 76201 with copies to: Airport Manager Denton Enterprise Airport 5000 Airport Road Denton, Texas 76207 City Attorney City of Denton 215 E. McKinney Denton, Texas 76201 4. The City agrees to provide Assignee a contemporaneous copy of all written notices provided to Assignor under the Lease. Wherein a notice of default or breach has been provided by the City to Assignor and Assignee, Assignee shall be entitled, at its option, to cure such default or breach, and the City shall accept such cure from Assignee. If the default or breach is not cured as provided under the Lease, the City shall have the remedies available to it as set out therein. Any notice to be delivered from City to Assignee shall be delivered to the following: Guaranty Bank & Trust, N.A. Attn:...D��� 100 West Arkansas Street Mt. Pleasant, Texas 75455 5. Should Assignee foreclose or otherwise obtain Assignor's rights and interest in the Leasehold Estate, the City will not unreasonably withhold its consent to an assignment by Assignee to future successors upon being provided with the potential successor's (i) financial statement, (ii) confirmation of no outstanding taxes, liens, or judgments, and (ii) a demonstrated history of aviation experience. The City shall be the sole judge of any potential successor's qualifications, which shall be reasonably exercised. 6. In the event of any inconsistency between the terms and conditions of the Lease and the terms and conditions of this Consent, then the Lease shall govern and control. 7. If any provisions of this Consent shall be held or deemed to be illegal, inoperative, or unenforceable, the same shall not affect any other provisions contained herein; the remaining provisions to remain in full force and effect. Page 2 8. The City hereby represents and warrants that this Consent is made with proper authority under Ordinance. 9. Assignee, its authorized representatives or agents, may, upon reasonable advanced notice (written or oral) to Assignor and City and at any reasonable times, enter the Property for the purposes of inspecting, repairing, or removing personal property. Assignee may further, upon reasonable advanced written notice to City and Assignor and at reasonable times, enter upon the Property to exhibit or conduct a sale(s) of any or all of the collateral pledged to Assignee, subject to the City's interests under the Lease. 10. This Consent to Collateral Assignment shall be governed by and construed in accordance with the laws of the State of Texas. Exclusive venue for any action related to this Consent shall be solely in a court of competent jurisdiction in Denton County, Texas. 11. This Consent to Collateral Assignment of Lease will bind and inure to the benefit of the parties, their heirs, executors, administrators, successors in interest, and assigns. IN WITNESS HEREOF, the parties have executed this Consent to Collateral Assignment of Lease as of the Date written below. [Signatures on following page] NM Dated: ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY LON Page 4 ASSIGNOR: US Trinity Holdings, LLC, a Texas limited liability eoma, Name Title: ................................ ..................... ........ ._ ..._..........-- ASSIGNEE: Guaranty Bat -i" & Trust, N.A. By. Name: Title: CITY OF DENTON, TEXAS Landlord By: Name: Title: s:\legal\our documents\ordinances\17\airport - consent to collateral assignment of us trinity lease to guaranty bank.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING A CONSENT TO COLLATERAL ASSIGNMENT OF AN AIRPORT LEASE BETWEEN US TRINITY HOLDINGS, LLC AND GUARANTY BANK & TRUST, N.A.; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on October 17, 2017, the City of Denton, Texas (hereinafter the "City") approved that certain consent to assignment of that certain Airport Lease (the "Lease") from HTA Aviation to US Trinity holdings, LLC. ("US Trinity"); and WHEREAS, US Trinity has agreed to collaterally assign its interest in the Lease to Guaranty Bank & Trust, N.A. ("Bank") as evidenced by that certain Deed of Trust, dated November 28, 2017; and WHEREAS, the Lease requires written consent of the City for the Collateral Assignment to be effective and US Trinity has requested the City for such consent; and WHEREAS, at the November 28, 2017 meeting of the Council Airport Committee, the committee recommended that the City approve the Consent by a vote of 2-0; and WHEREAS, the City Council deems it in the public interest to give consent to the collateral assignment contemplated above; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Manager or his designee is hereby authorized to execute a Consent to the Collateral Assignment of Lease in the form attached hereto as Exhibit A and made a part of this Ordinance for all purposes. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. 1 PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY This Consent to Collateral Assignment of Lease is made between the City of Denton, Texas, a Texas home rule municipal corporation ("City" or "Landlord"), US Trinity Holdings, LLC, a Texas limited liability company, successor in interest to HTA Aviation ("Assignor") and Guaranty Bank & Trust, N.A. ("Assignee"). WHEREAS, the City is the sole owner and landlord of a pad site at Denton Enterprise Airport located at 4910 Lockheed Lane (the "Property"); and WHEREAS, the Property is subject to a ground lease, described as the Airport Lease Agreement Commercial Operator dated effective September 18, 2012, by and between the City, as Lessor, and HTA Aviation, as Lessee, which was assigned and assumed by US Trinity Holdings, LLC, a Texas limited liability, in the Lease Assignment of Pad Site at 4910 Lockheed Lane, Denton Enterprise Airport, dated October 17, 2017, between HTA Aviation and US Trinity Holdings, LLC (the "Lease"); and WHEREAS, Assignee provided financing for the purchase of the Leasehold Estate and certain improvements on such ground leased property; and WHEREAS, for the purpose of securing and enforcing the payment obligations of Assignor to Assignee, Assignor now wishes to collaterally assign the Lease to the Assignee through the Deed of Trust attached hereto as Exhibit "A," and WHEREAS, Article IX of the Lease provides that it may not be collaterally assigned without the written consent of City, at City's sole discretion, and Assignor has requested the City's consent, NOW THEREFORE, in consideration of the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the City hereby consents to Assignor's collateral assignment of the Lease to Assignee, through the Deed of Trust attached as Exhibit "A," under the following terms and conditions: 1. Assignor shall pay to the City a transfer fee of Five Hundred Dollars ($500.00) in connection with the City providing its consent to the Collateral Assignment of the Lease. 2. Assignor will pay or will have Assignee pay for all of the City's administrative costs on handling and processing the assignment of the Lease from Assignor to Assignee. 3. Assignee shall give the City written notice of any default by Assignor under any financing agreement, promissory note, or the Deed of Trust. Any such notice shall be delivered as follows: Page 1 City Manager City of Denton 215 E. McKinney Denton, Texas 76201 with copies to: Airport Manager Denton Enterprise Airport 5000 Airport Road Denton, Texas 76207 City Attorney City of Denton 215 E. McKinney Denton, Texas 76201 4. The City agrees to provide Assignee a contemporaneous copy of all written notices provided to Assignor under the Lease. Wherein a notice of default or breach has been provided by the City to Assignor and Assignee, Assignee shall be entitled, at its option, to cure such default or breach, and the City shall accept such cure from Assignee. If the default or breach is not cured as provided under the Lease, the City shall have the remedies available to it as set out therein. Any notice to be delivered from City to Assignee shall be delivered to the following: Guaranty Bank & Trust, N.A. Attn:...D��� 100 West Arkansas Street Mt. Pleasant, Texas 75455 5. Should Assignee foreclose or otherwise obtain Assignor's rights and interest in the Leasehold Estate, the City will not unreasonably withhold its consent to an assignment by Assignee to future successors upon being provided with the potential successor's (i) financial statement, (ii) confirmation of no outstanding taxes, liens, or judgments, and (ii) a demonstrated history of aviation experience. The City shall be the sole judge of any potential successor's qualifications, which shall be reasonably exercised. 6. In the event of any inconsistency between the terms and conditions of the Lease and the terms and conditions of this Consent, then the Lease shall govern and control. 7. If any provisions of this Consent shall be held or deemed to be illegal, inoperative, or unenforceable, the same shall not affect any other provisions contained herein; the remaining provisions to remain in full force and effect. Page 2 8. The City hereby represents and warrants that this Consent is made with proper authority under Ordinance. 9. Assignee, its authorized representatives or agents, may, upon reasonable advanced notice (written or oral) to Assignor and City and at any reasonable times, enter the Property for the purposes of inspecting, repairing, or removing personal property. Assignee may further, upon reasonable advanced written notice to City and Assignor and at reasonable times, enter upon the Property to exhibit or conduct a sale(s) of any or all of the collateral pledged to Assignee, subject to the City's interests under the Lease. 10. This Consent to Collateral Assignment shall be governed by and construed in accordance with the laws of the State of Texas. Exclusive venue for any action related to this Consent shall be solely in a court of competent jurisdiction in Denton County, Texas. 11. This Consent to Collateral Assignment of Lease will bind and inure to the benefit of the parties, their heirs, executors, administrators, successors in interest, and assigns. IN WITNESS HEREOF, the parties have executed this Consent to Collateral Assignment of Lease as of the Date written below. [Signatures on following page] NM Dated: ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY LON Page 4 ASSIGNOR: US Trinity Holdings, LLC, a Texas limited liability eoma, Name Title: ................................ ..................... ........ ._ ..._..........-- ASSIGNEE: Guaranty Bat -i" & Trust, N.A. By. Name: Title: CITY OF DENTON, TEXAS Landlord By: Name: Title: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN File #: ID 17-1611, Version: 1 Legislation Text AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas, amending Ordinance No. 2016-421 to prescribe updated titles and number of positions for certain classifications of Fire Department personnel; providing repealer, cumulative and severability clauses; and declaring an effective date. City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton City Hall 215 E. McKinney Street D NT N Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Fire CM/ DCM/ ACM: Todd Hileman DATE: 12/05/2017 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, amending Ordinance No. 2016-421 to prescribe updated titles and number of positions for certain classifications of Fire Department personnel; providing repealer, cumulative and severability clauses; and declaring an effective date. BACKGROUND Civil Service law, Texas Local Government Code, Chapter 143, requires governing bodies of all jurisdictions with Civil Service employees to officially authorize their exact number of Civil Service employees. The City Council last approved the authorized number of Fire Department Civil Service positions by Ordinance 2016-421 on December 6, 2016. Staff requests the City Council's approval of the current number of Civil Service positions for the Fire Department as budgeted for FY 2017-18 and is detailed below. For the 2017-18 Fiscal Year, City Council approved the addition of an Emergency Medical Services (EMS) Captain and new Medical Unit at station 4, which consists of a total of seven full time Civil Service employees. If the City Council adopts the amended ordinance on December 5, 2017, this authorizes the correct number of Civil Service positions. The total number of authorized Civil Service positions in the Fire Department will increase from 179 to 186. FY 201.6-17 Positions FY 2017-18 Positions Classification Ordinance 2016-4121 Revised Ordinance Fire Chief 1 I .Assistant Fire Chief 1 1 Assistant Fire Chief/Fire Marshal 1 1. Battalion Chief - Operations 6 6 Deputy Fire Marshal 1 1 Emergency Management Program Manager 1 1 Fire Community Services Officer I I Fire Training Captain I 1 Captain- Operations 25 25 Fire Protection Specialist 1 I Driver 49 51 Fire Inspection Specialist I 6 6 Fire Inspection Specialist 11 2 2 l`iar's fig,nrrcn, ,.rrn.4 i7,:CXUr �S 81-11 87 Total 179 186 PRIOR ACTION/REVIEW (Council, Boards, Commissions) On Dec 5, 2016, City Council authorized the additional Civil Service personnel under Ordinance No. 2016- 451. On October 20, 2015, City Council authorized the additional Civil Service personnel under Ordinance No. 2015-306. FISCAL INFORMATION The seven additional Civil Service positions were funded as part of the FY 2017-18 Budget. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: 4.1 Enhance public safety in the community EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Respectfully submitted: Robin Paulsgrove Fire Chief Prepared by: Christine Taylor Fire Administration Manager ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING ORDINANCE NO. 2016-421 TO PRESCRIBE UPDATED TITLES AND NUMBER OF POSITIONS FOR CERTAIN CLASSIFICATIONS OF FIRE DEPARTMENT PERSONNEL; PROVIDING REPEALER, CUMULATIVE AND SEVERABILITY CLAUSES; AND DECLARING AN EFFECTIVE DATE. WHEREAS, on December 13, 2016, the City Council passed Ordinance No. 2016-421, adopting and approving a schedule of Authorized Positions relating to classification of fire fighters; and WHEREAS, since the passage of Ordinance No. 2016-421, the Fire Department has updated the titles and number of positions designated for certain classifications of Fire Department personnel and have submitted the revisions to the City Council for review and approval based on the Department's determination that these changes are in the Department's best interest; and WHEREAS, the City Council has considered these updated classification titles and numbers and has found these changes to be in the City's best interest and accordingly has determined that Ordinance No. 2016-421 should be amended to reflect the revised classification titles and total number of Fire Department positions; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Ordinance No. 2016-421 is hereby amended as provided herein. SECTION 2. The City Council hereby adopts and approves a schedule prescribing the revised titles and number of positions for the following Fire Department Classifications for FY 2017-2018, as shown in the chart attached hereto and incorporated by reference herein as Exhibit ISA 11 SECTION 3. This ordinance shall be cumulative of all provisions of ordinances of the City of Denton, Texas, except where the provisions of the ordinance are in direct conflict with the provisions such ordinances, in which event the conflicting provisions of such ordinances are hereby repealed. SECTION 4. It is hereby declared to be the intention of the City Council that the phrases, clauses, sentences, paragraphs, and sections of this ordinance are severable, and if any phrase, clause sentence, paragraph or section of this ordinance shall be declared unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this ordinance, since the same would have been enacted by the City Council without the incorporation in this ordinance of any such unconstitutional phrase, clause, sentence, paragraph or section. Section 5. This ordinance shall become effective immediately upon its passage and approval as provided by law. Page 1 PASSED AND APPROVED this the day of , 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY am APPROVED AS TO LEGAL FO AARON LEAL, CITY ATTORN Im Page 2 CHRIS WATTS, MAYOR Page 3 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN File #: ID 17-1616, Version: 1 Legislation Text AGENDA CAPTION Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the Cooper Creek Interceptor I and II project consisting of the replacement of approximately 7,000 feet of existing 21" and 24" clay sanitary sewer with new 84" Fiberglass Reinforced Pipe (FRP) and 30" Polymerized Vinyl Chloride (PVC) sanitary sewer along Cooper Creek between Prominence Parkway and Old North Road; providing for the expenditure of funds therefor; and providing an effective date (IFB 6576 -awarded to Condie Construction Company, Inc., in the not -to -exceed amount of $3,137,496). The Public Utilities Board recommends approval (7-0). City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton City Hail 215 E. McKinney Street DENTO) Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Materials Management CM: Todd Hileman DATE: December 5, 2017 SUBJECT Consider adoption of an ordinance accepting competitive bids and awarding a public works contract for the Cooper Creek Interceptor I and II project consisting of the replacement of approximately 7,000 feet of existing 21" and 24" clay sanitary sewer with new 84" Fiberglass Reinforced Pipe (FRP) and 30" Polymerized Vinyl Chloride (PVC) sanitary sewer along Cooper Creek between Prominence Parkway and Old North Road; providing for the expenditure of funds therefor; and providing an effective date (IFB 6576 - awarded to Condie Construction Company, Inc., in the not -to -exceed amount of $3,137,496). The Public Utilities Board recommends approval (7-0). BACKGROUND INFORMATION The Cooper Creek Interceptor I and II project consists of the replacement of approximately 7,000 feet of existing 21" and 24" clay sanitary sewer with new 84" FRP and 30" PVC sanitary sewer. The project is located along the Cooper Creek between Prominence Parkway and Old North Road (see Exhibit 2). The project is required due to inadequate carrying capacity in the existing sanitary sewer which overloads the sanitary sewer upstream of the Cooper Creek Lift Station. Standard City of Denton purchasing procedures were utilized. Bid notices were advertised in the local paper, posted on the internet, and emailed to 625 prospective bidders. Bids for the project were opened on October 19, 2017. Eight (8) responses were received but the apparent low bidder did not meet the experience requirements specified in the bid documents. The lowest conforming bid submitted by Condie Construction Company, Inc. was $3,137,496.00 and the highest bid was $5,465,891.00. The engineer's opinion of probable construction cost (OPCC) for the project was $4,003,720.00. Condie Construction Company's bid of $3,137,496.00 is approximately 22% lower than the engineer's OPCC. The bid summary is enclosed as Exhibit 3. The conforming low bidder for this project, Condie Construction Company, Inc. appears to meet all of the necessary qualifications requirements for this project. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On November 13, 2017, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. RECOMMENDATION Award to the lowest responsible bidder meeting specification, Condie Construction Company, Inc. in the not -to -exceed amount of $3,137,496. PRINCIPAL PLACE OF BUSINESS Condie Construction Company, Inc. Springville, UT ESTIMATED SCHEDULE OF PROJECT The project is estimated to be completed within 240 calendar days from Notice to Proceed. FISCAL INFORMATION This project will be funded from Bond account 640295545.1360.40100 in the amount of $2,787,918.52 and Bond account 64029554516541.1360.40100 in the amount of $349,577.48. Requisition 136816 has been entered in the Purchasing software system. 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 City facilities EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Location Map Exhibit 3: Bid Tabulation Exhibit 4: Public Utilities Board Minutes Exhibit 5: Ordinance Exhibit 6: Contract Respectfully submitted: Karen Smith, 349-7100 Purchasing Manager For information concerning this acquisition, contact: Jim Wilder at 349-8953. 7� 1 '1 . /1 T e a® ®® ®® ® ® ® ®® ® a® ®. a® ®®® ®®® ®®®® ® ®® ® a®®®® ® ® ®® ®® ®®® ®® ® ®®®®®®® ®®® ® ®® ® ®®®® ®® ®®® ®®® ®® ®® ® a® ® ®® m ®m® ® ®® ® ®m®® ®® ®®® ®® ®®® ®®® ®®® ® ®m ®® ® ®m®® ® ®m ® ®m® ® ®® ®®®® ®®®® ®® ®® ® a®®®®® ® ®®® ® ® ® ® ® ® ® ®®®® ®®®® ®®® ®®® ®®® ®®® ®®® ®®®® ® ® ®®®®® ®®® ®®® ® a® ® a® ® ®®® ® ® ® ® ® ® ® a® � �� � ® � � City of Denton DRAFT MINUTES City Hall 41"I&IMMM 215 E. McKinney Street ENTON PUBLIC UTILITIES BOARD Denton, Texas www.cityofdenton.com Monday, November 13, 2017 9:00am 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, November 13, 2017 at 9:00a.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas Board Members: Chair Randy Robinson, Vice Chair Susan Parker, Charles Jackson, Lilia Bynum, Brendan Carroll, Allen Bishop and Deb Armintor Ex Officio Members: Todd Hileman, City Manager and Mario Canizares, Assistant City Manager REGULAR MEETING 1. ITEMS FOR INDIVIDUAL CONSIDERATION B. PUB17-237 Receive a report, hold a discussion, and provide staff with direction concerning the approval of a public works contract for the Cooper Creek Interceptor I and II project consisting of the replacement of approximately 7,000 feet of existing 21" and 24" clay sanitary sewer with new 84" Fiberglass Reinforced Pipe (FRP) and 30" Polymerized Vinyl Chloride (PVC) sanitary sewer along Cooper Creek between Prominence Parkway and Old North Road; providing for the expenditure of funds therefor; and providing an effective date (RFP 6576 -awarded to Condie Construction Company, Inc., in the not -to -exceed amount of $3,137,496). Todd Estes gave the presentation for this item showing a map of the project and giving background information. He stated that phase III has already been constructed. This particular project was designed where phase III went first then I and II. This will close out what is needed for the interceptor. The existing interceptor is undersized and has insufficient capacity and is 50 years old. A larger interceptor is needed to safely convey current and future flows. Estes showed a list of bidders, the apparent low bidder did not meet qualifications. The qualified low bidder ended up being Condie Construction Co. with an estimated construction schedule to start January 2018 and ending September 2018. Staff recommendation is to recommend approval of the contract and move to Council for their consideration. Board Member Jackson asked the purpose of the 84 inch pipe. Jim Wilder stated the reason for 84 inch pipe is because that pipe will be used for storage during heavy rain events. This will give about 500,000 gallons of inline storage. This will keep the City from having to build additional facilities for these events. There was a motion by Board Member Jackson for approval with a second by Board Member Parker. Vote 7-0 approved. Adjournment: 1:03 pm ORDINANCE NO. AN ORDINANCE ACCEPTING COMPETITIVE BIDS AND AWARDING A PUBLIC WORKS CONTRACT FOR THE COOPER CREEK INTERCEPTOR I AND II PROJECT CONSISTING OF THE REPLACEMENT OF APPROXIMATELY 7,000 FEET OF EXISTING 21" AND 24" CLAY SANITARY SEWER WITH NEW 84" FIBERGLASS REINFORCED PIPE (FRP) AND 30" POLYMERIZED VINYL CHLORIDE (PVC) SANITARY SEWER ALONG COOPER CREEK BETWEEN PROMINENCE PARKWAY AND OLD NORTH ROAD; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFB 6576 - AWARDED TO CONDIE CONSTRUCTION COMPANY, INC., IN THE NOT -TO -EXCEED AMOUNT OF $3,137,496.) WHEREAS, the City has solicited, received, and tabulated competitive bids for the construction of public works or improvements in accordance with the procedures of State Law and City Ordinances; and WHEREAS, the City Manager or a designated employee has received and recommended that the herein described bids are the lowest responsible bids for the construction of the public works or improvements described in the bid invitation, bid proposals, plans and specifications therein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following competitive bids for the construction of public works or improvements, as described in the "Bid Invitations", "Bid Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER CONTRACTOR AMOUNT 6576 Condie Construction Company, Inc. $3,137,496 SECTION 2. The acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for construction of such public works or improvements herein accepted and approved, until such person shall comply with all requirements specified in the Notice to Bidders including the timely execution of a written contract and furnishing of performance and payment bonds, and insurance certificate after notification of the award of the bid. SECTION 3. The City Manager is hereby authorized to execute all necessary written contracts for the performance of the construction of the public works or improvements in accordance with the bids accepted and approved herein, provided that such contracts are made in accordance with the Notice to Bidders and Bid Proposals, and documents relating thereto specifying the terms, conditions, plans and specifications, standards, quantities, and specified sums contained therein. 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 perforined by the City of Denton under IFB 6576 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. That upon acceptance and approval of the above competitive bids and the execution of contracts for the public works and improvements as authorized herein, the City Council hereby authorizes the expenditure of funds in the manner and in the amount as specified in such approved bids and authorized contracts executed pursuant thereto. SECTION 6. 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 BY: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: 14plxx iAGd t DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F6231B6452 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND CONDIE CONSTRUCTION COMPANY, INC. (IFB 6576) STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT, made and entered into this date , by and between City of Denton of the County of Denton and State of Texas, acting through Todd Hileman thereunto duly authorized so to do, hereinafter termed "OWNER," and CONDIE CONSTRUCTION COMPANY, INC., 53 NORTH 1650 WEST, SPRINGVILLE, UT 84663 of the City of Springville, County of Utah, and State of Utah, hereinafter termed "CONTRACTOR." WITNESSETH: That for and in consideration of the payments and agreements hereinafter mentioned, to be made and performed by OWNER, and under the conditions expressed in the bonds attached hereto, CONTRACTOR hereby agrees with OWNER to commence and complete performance of the work specified below: IFB 96576 — CONSTRUCTION OF COOPER CREEK INTERCEPTOR I & II in the amount of Three Million, One Hundred Thirty -Seven, Four Hundred Ninety -Six and 00/100 Dollars ($3,137,496.00) and all extra work in connection therewith, under the terms as stated in the General Conditions of the agreement; and at his (or their) own proper cost and expense to furnish all materials, supplies, machinery, equipment, tools, superintendence, labor, insurance, and other accessories and services necessary to complete the work specified above, in accordance with the conditions and prices stated in the Proposal and the Performance and Payment Bonds, attached hereto, and in accordance with all the General Conditions of the Agreement, the Special Conditions, the Notice to Bidders (Advertisement for Bids), and Instructions to Bidders, as referenced herein and on file in the office of the Purchasing Agent, and in accordance with the plans, which includes all maps, plats, blueprints, and other drawings and printed or written explanatory matter thereof, and the Specifications therefore, as prepared by: City of Denton all of which are referenced herein and made a part hereof and collectively evidence and constitute the entire contract. INDEPENDENT STATUSAO JOINT VENTURE It is mutually understood and agreed by and between City and Contractor that Contractor is an independent contractor and shall not be deemed to be or considered an employee of the City of Denton, Texas, for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. City shall not Contract 6576 DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F6231B6452 have supervision and control of Contractor or any employee of Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. Further, nothing in this Agreement shall be construed or interpreted to make OWNER and CONTRACTOR partners or joint venturers, or to make one an agent or representative of the other. INDEMNIFICATION CONTRACTOR COVENANTS AND AGREES TO AND DOES HEREBY INDEMNIFY, HOLD HARMLESS AND DEFEND, AT ITS OWN EXPENSE, OWNER, ITS OFFICERS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR SUITS FOR PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJCTRY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF WHATSOEVER KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF THE WORK AND SERVICES TO BE PERFORMED HEREUNDER BY CONTRACTOR, ITS OFFICERS, AGENTS, EMPLOYEES, SUBCONTRACTORS, LICENSEES OR INVITEES, WHETHER OR NOT CAUSED, IN WHOLE OR IN PART, BY THE ALLEGED NEGLIGENCE OF THE OFFICERS, SERVANTS, OR EMPLOYEES OF THE OWNER. CONTRACTOR LIKEWISE COVENANTS AND AGREES TO, AND DOES HEREBY INDEMNIFY AND HOLD HARMLESS OWNER DURING THE PERFORMANCE OF ANY OF THE TERMS AND CONDITIONS OF THIS CONTRACT, WHETHER ARISING OUT OF IN WHOLE OR IN PART, ANY AND ALL ALLEGED ACTS OR OMISSIONS OF OFFICERS, SERVANTS, OR EMPLOYEES OF THE OWNER. THE PROVISIONS OF THIS PARAGRAPH ARE SOLELY FOR THE BENEFIT OF THE PARTIES HERETO AND NOT INTENDED TO CREATE OR GRANT ANY RIGHTS, CONTRACTUAL OR OTHERWISE, TO ANY OTHER PERSON OR ENTITY. CHOICE OF LAW AND VENUE This agreement shall be governed by the law of the State of Texas and venue for its construction and enforcement shall lie in the courts of Denton County, Texas. The CONTRACTOR hereby agrees to commence work on or after the date established for the start of work as set forth in written notice to commence work and complete all work within the time stated in the Proposal, subject to such extensions of time as are provided by the General and Special Conditions. The OWNER agrees to pay the CONTRACTOR in current funds the price or prices shown in the Proposal, which forms a part of this contract, such payments to be subject to the General and Special Conditions of the Contract. RIGHT TO AUDIT Contract 6576 DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F6231B6452 The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER'S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence," as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. PAYMENT AND PERFORMANCE BONDS Contractor will be required to fiurnish original performance and payment bonds for one hundred (100%) percent of the total submission price before work is to commence. The Contractor shall assume all costs in increasing the bond limits if change orders are formally approved. Bonds shall be in accordance with the V.T.C.A Government Code Section 2253.021, as amended, from a surety licensed to do business in the State of Texas. Bond forms are attached and shall be returned upon notice of contract award by the City. Bonds should be forwarded to the City of Denton within fourteen (14) calendar days from contract award. This contract is not fully executed until payment and performance bonds are received and accepted by the City. Upon approval, a purchase order will be issued. LIQUIDATED DAMAGES The time of the completion of constriction of the project is of the essence of the contract. Should the Contractor neglect, refiuse, or fail to complete the constriction within the time agreed upon, after giving effect to extensions of time, if any, herein provided, then, in that event and in view of the difficulty of estimating with exactness damages caused by such delay, OWNER shall have the right to deduct from and retain out of such money which may be then due or which may become due and payable to the Contractor the sum of FIVE HUNDRED and no/100 DOLLARS ($500.00) per day for each and every day, including weekends, that such constriction is delayed on its completion beyond the specified time, as liquidated damages and not as a penalty. If the amount due and to become due from OWNER to the Contractor is insufficient to pay in full any Contract 6576 DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F6231B6452 such liquidated damages, the Contractor shall pay to OWNER the amount necessary to effect such payment in full. Provided, however, that OWNER shall promptly notify the Contractor in writing of the manner in which the amount is retained, deducted, or claimed as liquidated damages was computed. For computation of extensions of time, the Contractor shall provide OWNER written notice of each day constriction is delayed or prevented, and the reason therefore. FORCE MAJEURE OWNER and CONTRACTOR shall not be in default or otherwise liable for any delay in, or failure of, performance under this Agreement if such delay or failure arises by any reason beyond its reasonable control, including any act of God, any acts of the common enemy or terrorism, the elements, earthquakes, floods, fires, epidemics, or riots. However, neither the lack of funds, nor the lack of reasonably planning shall be deemed to be a reason beyond a party's reasonable control. The Parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Agreement, and each party shall use commercially reasonable best efforts to limit delays on its part. CONSTRUCTION ACCEPTANCE Following initial constriction, OWNER shall provide a written "Final Punch List" to CONTRACTOR. CONTRACTOR shall acknowledge receipt of the Final Punch List and notify OWNER, within five (5) business days, of any requirements CONTRACTOR deems inconsistent with OWNER's Standard Specifications. OWNER and CONTRACTOR shall strive to agree on items to be included in the Final Punch List and any corrections shall be made at that time. When the Final Punch List is complete for the entire project, a letter of acceptance will be issued by OWNER. No deviations will be allowed unless approved in writing by OWNER. SEVERABILITY If any term or provision of this Agreement is held by a court to be illegal, invalid, or unenforceable, the legality, validity, or enforcement of the remaining terms or provisions of this Agreement shall not be affected thereby, and in lieu of each illegal, invalid, or unenforceable term or provision there shall be added automatically to this Agreement a legal, valid, or enforceable term or provision as similar as possible to the term or provision declared illegal, invalid, or unenforceable. ASSIGNABILITY OWNER and CONTRACTOR agree that this Agreement may not be assigned without the prior written consent of the other party due to the special covenants, nature, and subject matter of this Agreement. NO WAIVER Contract 6576 DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F6231B6452 The failure of OWNER or CONTRACTOR to insist, on any occasion, upon strict performance of any provision of this Agreement will not be considered to waive the obligations, rights, or duties imposed upon the Parties. No waiver of any breach or violation of any term of this Agreement shall be deemed or construed to constitute a waiver of any other breach or violation, whether concurrent or subsequent, and whether of the same or of a different type of breach or violation. EXHIBITS All Exhibits to this Agreement are incorporated herewith by reference for all purposes, wherever reference is made to the same. NO THIRD -PARTY BENEFICIARIES This Agreement is not intended to, and does not create rights, remedies, or benefits of any character whatsoever in favor of any persons, corporations, associations, or entities other than the Parties hereto and their permitted successors -in -interest; and the obligations herein undertaken and assumed are solely for the use and benefit of the Parties, their permitted successors -in - interest, and any permitted assigns pursuant to the terms and provisions of this Agreement. PARAGRAPH HEADINGS AND CONSTRUCTION OF AGREEMENT The descriptive headings of this various articles and sections of this Agreement have been inserted for the convenience of reference only, and are to be afforded no significance in the interpretation or construction of this Agreement, which shall not be construed either more or less strongly against or for either Party. By executing this Agreement below in conformance with Sec. 2270 of the Texas Government Code, the Supplier verifies that the Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of this Agreement. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. OWNER: CITY OF DENTON TODD HILEMAN CITY MANAGER CONTRACTOR: CONDIE CONSTRUCTION COMPANY Contract 6576 DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F6231B6452 Doc-uSigne-d by: BY: —ED2F'F3MAlB2D449.... AUTHORIZED AGENT Ken Condie NAME president TITLE 8014893070 PHONE NUMBER Ken@condieconstruction.com EMAIL ADDRESS 2017-280936 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY —E Docu Signed by: 597253aAC4584BO Contract 6576 DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F6231B6452 Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at: https://www.ethics.state.tx.us/whatsnew/elf info form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasingggi1yofdenton.com with the contract number in the subject line. (EX: Contract 1234 — Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days. Contract 6576 DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F6231B6452 INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted. • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Contract 6576 DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F6231B6452 • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used Contract 6576 DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F6231B6452 in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. Contract 6576 DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F6231B6452 ATTACHMENT 1 [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate") -A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity which fiurnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so Contract 6576 DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F6231B6452 the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the diaration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. L The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; Contract 6576 DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F6231B6452 5. retain all required certificates of coverage on file for the diaration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract 6576 DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F623lB6452 Exhibit 2, lFB 6576 - Pricing Sheet for Construction of Cooper Creek Interceptor I & H The respondent shall complete the following section, which directly corresponds to the specifications. The contractor shall not make changes to thisformot 11 Respondent's Name: Condie Construction Co., Inc. Ni Principal Place of Business (City and State) Sprimille, Utah Respondent. is a Corporation, Partnership, sole Proprietorship, INI Incividual? Corporation Total calendar days after Notice to Proceed is issued by City for Lv_ substatial completion (Maximum of 270): 240 Total calendar days after Notice to Proceed is issued by City for project start: 10 1Proposal Pricing: )tern I Description Quantity iUnit 'Unit Price Total 1 Surety Bonds 1 LS, fop -<5 'L> $"4z, Soo. Od 2 Project Signs 2 EA $ 650.00 $ 1,300.00 3 Generali Site Preparation 1 L5 $ 951500.00 $ 95,500.00 4 Barricades, Warning Signs and Detours i LS $ 14,500,00 $ 14,500.00 5 Excavation Protection 7555 LF $ LOO, $ 7,555.00 6 Temporary Erosion Control 1 LS $ 28,000.00 $ 28,000.00 7 15- I.D. Concrete Manhole (0-6 ft deep) 22 EA $ 5,750.00 $ 1216,500.00 8 WI.D. Concrete Manhole, (0-6 ft deep) 2 IEA $ 7,900.00 $ 15,800.00 9 Manhole Drop 3, EA $ 3,100,00 $ 9,300.00 10 � Manhole Vent 5 EA $ 2,800.00 $ 14,000.00 _11 _lManhole Lining 24 VF $ 248.00 $ 5,952.00, 12 �Additionall Concrete Manhole Depth (>6 ft deep) 2037 VF $ 308,.00 $ 72,996.00 13 V LD. fiberglass Manhole (0-6 ft deep) 1 EA $ 10,800.00 $ 10,800.00 14 [Additional Fiberglass Manhole Depth (>6 ft deep) 9 VF $ 545.00 $ 4,905.100 15 lee -Base Manhole 10 EA i 4-0000 . 00 $ 7 0 oigig, 0 0 16 'Core into Existing Manhole 2 EA 2,800.00 $ 5,600.00 17 8" Sanitary Sewer Unpaved 210 LF 49.00 $ 10,290.00 18 10"' Sanitary Sewer Unpaved 53 LF $ 100.00 5,300.00 19 12" Sanitary Sewer with Pavement Repair 64 LF $ 112.00 I $ 7,168.00 20 15" Sanitary Sewer Unpaved 383 LF $ 53.00 1 $ 20,299.00 21 18"Sanitary Sewer Unpaved 156 1 LF $ 61.00 is 9,516Z0 22 30" Sanitary Sewer Unpaved 4970 LF 0 j $ 110.00 23 30" Sanitary Sewer with Pavement Repair 22 LF j $ 249.00 5,478.00 24 84" Sanitary Sewer Unpaved 1697 LF I - 0:0 25 30" Sanitary Sewer in Casing 400 LF 7.00 $ .7 OA bOO 26 42" Steel Casing / Tunnel Liner Plate by Tunnel 400 LF $ 617.00 $ 246,800.00 27 Cut and Plug Existing Sanitary Sewer Line 11 EA $ 3,200.00 $ 35,200.00 28 jAbandon Existing Mainholle 18 EA $ 2,300.00 $ 41,400.00 29 Remove, Existing, Manhole ... 2 EA $ 2,100.00 $ 4,200.00, 30 Bypass Pumping 1LS $ 112,000= $ 112,000.0031 Concrete Encasement 179 LF $ 137.00 $ 24,386.00 32 Baboon Mattress 46010 5 $ 11.50 $ 52,900.00 33 Flexbase ((Minimum 2" depth), 720.00 54 Loose Stone (Minimum 4" depth) 000uSignEnvelope ID: ooronrnr-9o12-41n1-9neA-2nFsun1os4su *NOTE* PLEASE EMAIL THIS EXHIBIT i AS AN EXCEL FILE TO EBIDS@CIITYOfDENTON.COM P-4 37 Culvert Crossing Sta. 13+47 11 EA 20,000.00 $ 20,000.00 38 �.Seeding Turf Grass 21000 SY $ 1.00 $ 21,000.00 Base Bid Totail Base Bid Total Pricing in typed words *NOTE* PLEASE EMAIL THIS EXHIBIT i AS AN EXCEL FILE TO EBIDS@CIITYOfDENTON.COM P-4 DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F6231B6452 fill) SI'MMARY TOTAL BASE 1,311) PRICE IN WORDS: :r *3 VT 11 1 -(3;A 00-UAAA )�'10 iftJl The award of the contract will be based on the 'l Base Bid„ The lowest responsive proposal 11or purposes ofaward shall be the conl'orniing, responsible bidder offering the lowest cost for the blase hid. In the event of the award of' a contract to the undersigned. the undersigned will furnish a performance blond and a payment bond lor the full aniount ot' the contract. to secure Proper compliance with the terms and provisions ofthe contract. to insure and guarantee the %%ork until final completion and acceptance. and to guarantee payment for all lawful claims tbr labor performed and matcrials, furnished in the fulfillinent ol'the contract, It is understood that the w,%ork proposed to be done shall be accepted. when fully Completed and finished in accordance with the plans and specifications. to the satistaction ot'ihe Engineer. The undersigned certifies that the bid prices contained in this proposal have been carel checked and are submitted as correct and final. Unit and lurnpi sum prices as, shown 6or each item listed in this proposal. shall control o%er extensions. The undersigned agrees this bid beconies, the property of the Cit\ oil' Denton after the official opening. The undersigned affirms that they are duly authorized to execute this contract, Vendor hereby assigns, to purl an\ and all claims for lo%ercharges associated with this, contract which arise Linder the antitrust laws, ol'the United States. 15 U' SCA Section I and which arise under the antitrust laws of' the State of 'I cxas. Flex. Bus, & Corn. Code. Section 15.01. !. "se . P- 5 DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F6231B6452 Receipt is hereby acknowledged of the f'ollowing addenda to the plans and specifications: Addendum Noe . I dated toll? Received Addendum No. 2 dated Received Addendum No. 3 dated Received Addendum No. 4 dated Recei\ed Add endiumNu. 5dated -­­- C,O",P:r,r C - . X- CONTR-,kCTOR BY Street Address Citv and State Sea] & Authorization (if a Corporation) +c) - ZO q3 ID Telephone F -mail P'- 6 DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F6231B6452 VENDOR COMPLIANCETO STATE LAW The 1985 Session of the Texas Legislature passed I louse bill 620 relative to the award of contracts to non-resident bidders. This law nrovides, that. in order it) he mardtld i vimirArt ;oz lnxx H;(I,].-r non-resident bidders, (out-of-state contractors \ hose corporate offices or principal place of business are outside of the State ofTexas) bid projects for construction. improvenients. supplies or services in Texas at an amount loxNer than the lowest Texas resident bidder by the same amount that a Texas resident bidder «xould be required to underbid a non-resident bidder in order to obtain a comparable contract in the state in which the non-resident's principal place of' husiness, is located. The appropriate blanks in Section A lx -foe% must be Jilted out by all out-of-state or non-resident bidders in order for your bid to meet specifications. Fhe failure ot'out-of-state or non-resident contractors to do, so will autornaticall� disqualif') that bidder. Resident bidders must check the blank in Section B. A. Non-resident bidders in (give state). our principal place ot'business, are required to be LL m Ve rceart loNNer than resident bidders by state law. A copy ofthe statute is attached, Non-resident bidders in _U!rA_H ___ (gi vestate). our pri tic ipal place o l'business. are not required to underbid resident bidders. B. Our principal place ofbusinesserr corporate offices, are in the State ofTexas: BIDDER: rot-3\Q:rC,* CUMPANY BY t 6 ef ;�/ e070 51 00"IA 14-,ro Street Address 1� 4 Ce City and State THIS FORMIMUSTBE RETURNED WITH YOUR BID. 11-7 ------------------------------------------- DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F6231B6452 CONTRACTOR COMPLIANCE TO TEXAS SALFS TAX CODE Comply,A-ith all requirements of theTexas Sales Tax Code. The Contractor hereby certifies that the Contract Amount is divided as JbIlmAs: Materials incorporated into the Project S 1373257.00 (resold to the Owner as defined in Tax Code) All other charges and costs S 1764239.00 Total S 3137496.00 The total must equal the total arnount ofthe Contract. ColtiTRACT0R: condie construction company COMPANV DocuSigned by: B Y [�k -E t, M4MBM440... Ken condie 53 north 1650 west Street Address Springville Utah City and State THIS FORM SHALL BE EXECUTED AT TFIETIME, OF EXECL7IONOF'rHE CONTRACT AND SHALL BE MADE A PART OF THE CONTRACT. P-8 DocuSign Envelope ID: 057C3787-9D12-4181-989A-28F623lB6452 CONFLICT OF INTEREST' QUESTIONNAIRE FORM C10 For, vendor doing business with local giovernmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg,, Regular Session, I OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local' Government Code, Daic Recc.ved by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a),. By law this questionnaire must be filed with the records administrator of the tocat governmental entity Inot later than the 7th bus rness day after the date the vendor becomes aware off acts that require the statement to be filed, See Section 176.006(a-1), Local Government Code, A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code, Anl offense under this section is a misdemeanor. Namie of vendor who has a, business relationship with local governmienta,l entity. N tw1-,5 this box If you are filing an update to al previously filed questi - on ---n-a- I r —e. (The law requires that you file an updated completed questionnaire with the appropriate Ming authority not later than the 7thi business day after the date on which you became aware that the onginafly filed questionnaire was incomplete or inaccurate,) Name of local government officer about whom the Information In this section Is being disclosed. N o P Narne of Officer This section (Itern 3 inciuding subparts A. B. C. & D') must be completed for each officer walh whom the vendor has an employment or other business relationship as defined Iby Sect= 176.0011 (1 -a), Local Government Code. Attach additional pages to this Form CIO as necessary, A Is the local government officer nlamedl in this section receiving or likely to receive taxable income. other than investment income, from the vendor? Yes F-1 No B. Is the vendor receiving or likely to receive taxable income, other than investment income. from or at the direction of the, local government officer named in this section AND the taxable income is not received fro'm the iocal governmentai entity? tffl C, Is the filer of this cluesfionnaire employed Iby a corporallon or other business entity with respect to which the local government officer serves as an officer or director. or holds an, ownership interest of one percent or amore > I L -i Yes No El D, Describe each employment or business and family relationship with the local government officer named in this section - Io /17 Signalue _Qf(<end b,06'/9 business with the governmerW entity Dam Adopted 8 7 2015 Certificate Of Completion Envelope Id: 057C37879Dl24181989A28F623lB6452 Subject: City Council Docusign Item - 6576 Construction of Cooper Creek Interceptor I & II Source Envelope: Document Pages: 21 Signatures: 3 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 11/8/2017 12:59:16 PM Signer Events Rebecca Hunter rebecca.hunter@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Ken Condie Ken@condieconstruction.com president Condie Construction Company Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 11/8/2017 1:25:11 PM ID: 77e4849e-3123-4470-822b-3afefd85d8d4 Jennifer DeCurtis jennifer.decurtis@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign 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 Todd Hileman todd.hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b 1 f-805d-6bd7d9966f21 Holder: Rebecca Hunter rebecca.hunter@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 pmcuSYpned by,':y i alt, 02FF3N A1232D445'... Using IP Address: 174.208.18.190 awwftnen by: 5972538AC458499... Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Rebecca Hunter rebecca.hunter@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 11/8/2017 1:10:08 PM Viewed: 11/8/20171:10:21 PM Signed: 11/8/2017 1:12:12 PM Sent: 11/8/2017 1:12:13 PM Viewed: 11/8/20171:25:11 PM Signed: 11/8/2017 1:33:21 PM Sent: 11/8/2017 1:33:23 PM Viewed: 11/8/2017 1:33:50 PM Signed: 11/8/2017 1:33:57 PM Sent: 11/8/2017 1:33:58 PM Viewed: 11/8/2017 1:55:38 PM P Signer Events Signature Timestamp Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Brad Miller Sent: 11/8/2017 1:12:14 PM brad@condieconstruction.com OPIED Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Julia Winkley Sent: 11/8/2017 1:33:23 PM julia.winkley@cityofdenton.com OPIED Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman Sent: 11/8/2017 1:33:23 PM sherri.thurman@cityofdenton.com COPIED Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Annie Bunger Annie.Bunger@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jim Wilder James.wilder@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 11/8/2017 1:33:58 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM Parties agreed to: Ken Condie, Todd Hileman ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN Legislation Text File #: ID 17-1618, Version: 1 AGENDA CAPTION Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement for engineering design services relating to the design, bid phase and construction services for the Lake Lewisville Water Treatment Plant Phase II Rehabilitation project which includes the design of a new main electrical control building, drainage improvements, zebra mussels control measures for both Lake Ray Roberts and Lake Lewisville raw water pump stations, and additional upgrades to improve operations of the water treatment plant; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6305 awarded to Freese and Nichols, Inc. in the not -to -exceed amount of $1,529,180). The Public Utilities Board recommends approval (7-0). City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton City Hail 215 E. McKinney Street DENTO) Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Materials Management CM: Todd Hileman DATE: December 5, 2017 SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement for engineering design services relating to the design, bid phase and construction services for the Lake Lewisville Water Treatment Plant Phase II Rehabilitation project which includes the design of a new main electrical control building, drainage improvements, zebra mussels control measures for both Lake Ray Roberts and Lake Lewisville raw water pump stations, and additional upgrades to improve operations of the water treatment plant; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6305 awarded to Freese and Nichols, Inc. in the not -to -exceed amount of $1,529,180). The Public Utilities Board recommends approval (7-0). BACKGROUND INFORMATION In 2006, Malcolm Pirnie Inc. was selected to conduct a facility assessment and process selection to upgrade the Lake Lewisville Water Treatment Plant (LLWTP). The Lake Lewisville Water Plant was originally designed in 1957 as a 4 million gallon per day (MGD) facility and subsequently expanded in 1964, 1972, and 1988 to its current capacity of 30 MGD. The consultant conducted a study to determine improvements necessary for LLWTP to comply with applicable regulatory standards (drinking water and codes); achieve consistent system -wide customer water quality goals; upgrade plant components to improve maintainability and operability; and extend the water plant's service life. The LLWTP upgrade preliminary design technical memorandum of 2007 provided the City a plan that meets these stated objectives by including all the required improvements and prioritized them as critical (Group 1), high priority (Group 2), necessary (Group 3) and deferrable until planned (Group 4). Malcolm Pirnie Inc. (now Arcadis, Inc.) completed the final design for Phase I rehabilitation of the Lake Lewisville water treatment plant in 2010. Construction work started in 2011 and included all items listed in groups 1, 2 & 3 and some of group 4. Phase I rehabilitation included modification of the raw water pump station, flocculation and sedimentation basins, gravity filters including new under drains and granular activated carbon (GAC) filter media. The rehabilitation replaced two (2) ferric sulfate and two (2) caustic bulk storage tanks. The rehabilitation also included the installation of new rapid mix ozone facilities and low lift pump station, blower building, non -chlorinated backwash pump station and storage tank, caustic mixing facility, chemical storage tanks and feed pumps, and wash water equalization basin. The rehabilitation replaced gas chlorine and ammonia with a hypochlorite and liquid ammonium sulfate feed system, and added biological filtration. The remaining improvement items from the facility assessment report group 4 will be addressed in Phase 11 rehabilitation of the LLWTP and will include a new motor control center (MCC) as indicated in the 2010 "LLWTP Upgrade Electrical Design Basis Summary" report (Exhibit 3). The existing motor controllers are in poor condition due to age and corrosion. Repair parts are becoming more difficult to obtain, cannot meet the Arc Flash requirement due to a lack of available room and there is a water line directly above the existing motor controllers which is a violation of the National Electric Code (NEC). The need for a new electrical building is driven by the requirement and recommendations associated with replacing the motor controllers. LLWTP Phase H rehabilitation will include the new electrical building to house the new electrical switch gear and motor control center (MCC) for the high service pumping equipment. This new building will also include new office spaces, a secured communication building for emergency backup of all Water Production communications and process control software. This project will also replace a number of water meters and valves to improve accuracy and efficiency. This project will address existing chemical to process water mixing issues, replace aging polymer feed equipment, provide drainage improvements around the treated water storage tanks (Clearwells) and Lake Lewisville raw water intake structure and pump building improvements and include additional upgrades to improve operations of the water treatment plant. Zebra Mussels were found in Lake Ray Roberts in July 2012 and within the Lake Ray Roberts Water Treatment Plant (RRWTP) and raw water piping system in 2013. The zebra mussel infestation affected other lakes in North Texas including Lake Lewisville placing the Lake Lewisville raw water intake structure and pipelines in jeopardy in addition to the Lake Ray Roberts facilities. In 2015, Arcadis consulting engineers were selected to perform a study on the zebra mussel issue for both raw water sources and develop zebra mussel management approaches that balance the risk of future infestations with capital spending and potential unintended downstream consequences. Arcadis Inc. completed the study in September, 2016 and developed a manual for the control, operation and maintenance of Zebra mussels at both raw water intake structures. The control measures in the manual include modification of the raw water structures and installation of dual chemical feed systems at Lake Lewisville and Lake Ray Roberts. LLWTP phase II rehabilitation will install the chemical feed systems and modify raw water structures as recommended in the Manual for the control, operation and maintenance of zebra mussels developed. Construction of zebra mussel control measures were combined with LLWTP Phase II rehabilitation to benefit from the economy of scale of the combined project and avoid construction issues since both projects include modification of the Lake Lewisville raw water facility. RFQ INFORMATION A formal request for qualifications (RFQ) was sent to four (4) firms. In addition, the solicitation documents were placed on the Materials Management website for prospective firms to download and advertised in the local newspaper. Statement of qualifications were received from three (3) firms. The committee selected Freese and Nichols, Inc., based on the proposal and selection criteria as shown in Exhibit 2. Freese and Nichols, Inc. is partnering with Arcadis for their familiarity to the LLWTP Phase I project improvements and the zebra mussel study. In negotiating the fee for this project, the staff referred to the PSMJ Resources, Inc. (PSMJ) Public Works Benchmark Survey of 2011, a compilation of service fee data from 500 engineering, architectural, and environmental firms that serve both public agencies and private -sector owners. Engineering fees for construction projects are frequently negotiated on the basis of a percentage of the estimated construction cost of the project. The Capital Improvement Plan budget for this project included an original estimated construction cost of $10,000,000 for the Lake Lewisville Phase 11 rehabilitation and $5,000,000 for Zebra Mussel Control measures (Exhibit 3) and was used as the basis for the original fee negotiations with Freese and Nichols, Inc. for the final design Professional Service Agreement (PSA). Using the PSMJ Benchmark Survey for fee estimation related to construction costs, full basis engineering services (without a full time resident construction manager) for a project of this size, cost and complexity would typically be around 10% of construction cost or approximately $1,500,000. The budget for professional services for Final Design in the capital improvement plan was $1,700,000 including the resident construction manager. Based upon prior experience and comparison with other projects, staff prepared these budget numbers to reflect current market conditions for engineering fees for a water plant rehabilitation and upgrade project of this size, scope, and complexity. The original proposal from Freese and Nichols, Inc. was submitted to staff in July, 2017 and included all three phases of the project (design, bid, and construction service). These fee proposals were based upon the initial draft scope of services prepared by the consultant. The original fee proposal was in the amount of $1,991,000. This fee for basic services through construction was 14.9 % of the consultant's estimated construction cost of $13,300,000. Staff negotiated both the scope of services as well as the consultant's fees and reduced the fee for basic design and construction phase services from the initial $1,991,000 proposal to $1,529,180 for the revised construction cost of $13,850,800 (which represent 11.0 % of the construction cost of the project). The PSA will include final design, bid phase services, and construction administration services for the LLWTP Phase II rehabilitation and zebra mussel control measures for both Lake Ray Roberts and Lake Lewisville raw water pump stations. RECOMMENDATION Staff recommends approval of the Professional Services Agreement between the City of Denton and Freese and Nichols, Inc. in the amount of $1,529,180. ESTIMATED SCHEDULE OF PROJECT Freese and Nichols, Inc. agrees to complete the services in accordance with the following schedule: Final Design Phase: 10 months from completion of Preliminary Design Phase Bid Phase: 3 months from completion of the Final Design Phase Construction Phase (Resident Rep.): 18 months from Contractor Notice To Proceed PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On November 13, 2017, the Public Utilities Board recommended approval to forward this item to the City Council for consideration. On January 26, 2015, the Public Utilities Board approved a Professional Service Agreement with Arcadis U.S., Inc. to identify control measures to combat zebra mussels for the Lake Ray Roberts and Lake Lewisville water treatment facilities in an amount not -to -exceed $148,623.00 On February 3, 2015, City Council approved a Professional Service Agreement with Arcadis U.S. Inc. in the amount of $148,623.00. PRINCIPAL PLACE OF BUSINESS Freese and Nichols, Inc. Fort Worth, TX FISCAL INFORMATION This project will be funded from Capital Improvement Plan account 630344517.1360.21100. Requisition 136802 has been entered in the Purchasing software system. 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 City facilities EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Evaluation Sheet Exhibit 3: CIP Detail Sheets Exhibit 4: Public Utilities Board Minutes Exhibit 5: Ordinance Exhibit 6: Contract Respectfully submitted: Karen Smith, 349-7100 Purchasing Manager For information concerning this acquisition, contact: Tim Fisher, Director of Water Utilities at 349-7190. RFQ 6305 - Evaluation Sheet for Professional Engineering Design For Lake Lewisville WTP, Phase II Rehabilitation and Zebra Muscles Respondent's Business Name: Principal Place of Business (City and State) Freese & Nichols Garver USA Arcadis U.S.Inc Ft. Worth, TX Frisco, Tx Dallas, TX % Evaluation Criteria Evaluation Score Evaluation Score Evaluation Score 20 Identification and Understanding 19% 18% 19% 25 Past Performance 19% 21% 17% Experience and Qualifications 53% 47% 49% W55 100 Total 91% 85% 85% City of Denton ?015-2019 CIP Improvements Projects Project Title: Lake Lewisville WTP Upgrade Phase II Description: Phase II upgrades were identified in the 2010 Malcolm Pirnie Pre -design to be addressed within a five to ten year window. Business Unit. 630100 -Water -Production Project Type: Replacement Project Scope: Multiple Year Project Category Code: 048 -PLANT IMPROVEMENTS F.Y. I Cost Code 2016121130-ENGR FINAL DESIGN 20171401,00 -CONSTRUCTION 20171401 00 -CONSTRUCTION Cost Type I Funding source 1360 -Sub Contract lRevenue 1350 -Materials JRevenue 1350 -Materials Utility Bonds Comment Amount $1,000,000 2016 Total: $1,000,000 $2,000,000 $8,000,000 2017 Total: $10,000,000 Project Total: $11,000,000 Comments: This project will add a new electrical building to house new electrical switch gear, a communication room and add office space plus storage. This project will also add a middle intake to the Lake Lewisville Raw Water intake/pump facility along with replacing aged pumps and add a new control room. Tuesday, May 06, 2014 Page 7 of 41 City of Denton ?015-20.9 CIP Improvements Projects 4(er a 41 Project Title: Lake Lewisville WTP Zebra Mussel Control Description: Final design and implementation of zebra mussel control for Lake Lewisville WTP Raw Water Intakes, Pumping Station, and Transmission PipeMe Systems Business Unit: 630100 -Water -Production Project Type: Replacement Project Scope: Multiple Year Project Category Code: 048 -PLANT IMPROVEMENTS F.Y. Cost Code Cast Type Funding Source C 11 omment Amount 2016 21100 -FINAL DESIGN 1360 -Sub Contract Revenue $200,000 2016 Total: $200,000 20171401 00 -CONSTRUCTION 1360 -Sub Contract Utility Bonds $1,000,000 2017 Total: $1,000,000 Project Total:$1,200,000 Comments: Tuesday, May 06, 2014 Page 8 of 41 City of Denton 04110 . ?015-2019 CIP Improvements Projects Project Title: Lake Ray Roberts WTP Zebra Mussel Control Description: Implementation of zebra mussel control for Lake Ray Roberts WTP Raw Water Intakes, Pumping Station, and Transmission Pipeline Systems Business Unit: 630100 -Water -Production Project Type: Replacement Project Scope: Multiple Year Project Category Code: 048 -PLANT IMPROVEMENTS F.Y. Cost Code Cost Type Funding Source Comment Amount 20151211 00 -FINAL DESIGN 1360 -Sub Contract Revenue $200,000 2015 Total: $200,000 2016 40100 -CONSTRUCTION 1360 -Sub Contract Utility Bonds $1,000,000 2016 Total: 1 $1,000,000 Project Total: 1 $1,200,000 Comments: Tuesday, May 06, 2014 Page 9 of 41 City of Denton of 2016-2020 CIP Improvements Projects %ttateru000 Project Title: Lake Lewisville WTP Upgrade Phase II Description: Phase II upgrades were identified in the 2010 Malcolm Pirnie Pre -design to be addressed within a five to ten year window. Business Unit: 630100 -Water -Production Project Type: Replacement Project Scope: Multiple Year Project Category Code: 048 -PLANT IMPROVEMENTS F.Y.<. :.Cost Code' 121130-ENGR Cost Type Funding $ource CoM'le ,.grnwrira,; 2016 FINAL DESIGN 1360 -Sub Contract IRevenue $1,000,000 2016 Total: $1,000,000 201 , 40100 -CONSTRUCTION 1350 -Materials Revenue $2,000„000 201 40100 -CONSTRUCTION 11350 -Materials Utility Bonds $8,000,000 2017 Total: I $10,000,000 Project Total: $11,000,000 Comments: This project will add a new electrical building to house new electrical switch gear, a communication room and add office space plus storage. This project will also add a middle intake to the Lake Lewisville Raw Water intake/pump facility along with replacing aged pumps and add a new control room. Friday, April 10, 2015 Page 7 of 49 City of Denton 2016-2020 CIP Improvements Projects c,,^t or N4 Project Title: Lake Lewisville WTP Zebra Mussel Control Description: Final design and implementation of zebra mussel control for Lake Lewisville WTP Raw Water Intakes, Pumping Station, and Transmission Pipeline Systems Business Unit: 630100 -Water -Production Project Type: Replacement Project Scope: Multiple Year Project Category Code: 048 -PLANT IMPROVEMENTS Grade �� "M Nrir�iyr� ��� p Mtk '; � 20161211 00 -FINAL DESIGN 1360 -Sub Contract Revenue $200,000 2016 Total: $200,000 2017 40100 -CONSTRUCTION 11360 -Sub Contract JUtility Bonds $1,000,000 2017 Total: $1,000,000 Project Total: $1,200,000 Comments: Friday, April 10, 2015 Page -8 of 49 City of Denton 2016-2020 CIP Improvements Projects 411 uavxse Project Title: Lake Ray Roberts WTP Zebra Mussel Control Description: Implementation of zebra mussel control for Lake Ray Roberts WTP Raw Water Intakes, Pumping Station, and Transmission Pipeline Systems Business Unit: 630100 -Water -Production Project Type: Replacement Project Scope: Multiple Year Project Category Code: 048 -PLANT IMPROVEMENTS Cost'Code Cost Type Frndlt Sou�77 nrNen6ratoaunt 2016 40100 -CONSTRUCTION 2016 21100 -FINAL DESIGN 1360 -Sub Contract Utility Bonds 1360 -Sub Contract Revenue $1,000,000' $300,000. 2016 Total: $1,300,000'. 22171401 00-CONSTRUCTI ON 1360 -Sub Contract J.UtilityBonds $1,500,000 2017 Total: $1,500,000 Project Total: $2,800,000 Comments: ............................ Friday, April 10, 2015 Page 9 of 49 City of Denton ofN1" '017-2021 CIP Improvements Projects Project Title: Lake Lewisville WTP Upgrade Phase II Description: Phase II upgrades were identified in the 2010 Malcolm Pirnie Pre -design to be addressed within a five to ten year window. Business Unit: 630100 -Water -Production Project Type: Replacement Project Scope: Multiple Year Project Category Code: 048 -PLANT IMPROVEMENTS t it'0 Cost TYpe Funding Source Cmme llfdlNi n,,' 2018 40100 -CONSTRUCTION 1350 -Materials Utility Bonds $8,000,000 2018 40100 -CONSTRUCTION 1350 -Materials Revenue $2,000,000 2018 Total: $10,000,0 Project Total: $10,000,0 Comments: This project will add a new electrical building to house new electrical sw�eFi gear, a communication room and add office space plus storage. This project will also add a middle intake to the Lake Lewisville Raw Water intake/pump facility along with replacing aged pumps and add a new control room. 630344XXX - Design funded in FY 2016 09/28/2016 Page 14 of 28 City of Denton° `017-2021 CIP Improvements Projects Project Title: Lake Lewisville WTP Zebra Mussel Control Description: Final design and implementation of zebra mussel control for Lake Lewisville WTP Raw Water Intakes, Pumping Station, and Transmission Pipeline Systems Business Unit: 630100 -Water -Production Project Type: Replacement Project Scope: Multiple Year Project Category Code: 048 -PLANT IMPROVEMENTS 20171401 00 -CONSTRUCTION Comments: 1360 -Sub Contract (Utility Bonds $1,000, 2017 Total: $1,000, Project Total.11 $1,000, 09/28/2016 Page 15 of 28 City of Denton,yc�a„r 2017-2021 CIP Improvements Projects 04,4tervov"o, Project Title: Lake Ray Roberts WTP Zebra Mussel Control Description: Implementation of zebra mussel control for Lake Ray Roberts WTP Raw Water Intakes, Pumping Station, and Transmission Pipeline Systems Business Unit: 630100 -Water -Production Project Type: Replacement Project Scope: Multiple Year Project Category Code: 048 -PLANT IMPROVEMENTS �k 1 nVr�,l �!. /c, �./, �,,.;;,,, ,Ta"' fi%� Q�, ,> ,,, '., ,i i;`�. ", ,� �,A✓y + I:"r/ ,?M �A 6iurcW' 'M,��#/AIPe 9%,1,,, ��+'�XI n�n/ N 2017 40100 -CONSTRUCTION 1360 -Sub Contract Utility Bonds $1,500,000 2017 Total: $1,500,000 Project Total: $1,500,000 Comments: 630345XXX - Design funded in FY 2016 09/28/2016 Page 16 of 28 City of Denton 2018-2022 CIP Improvements Projects %�'41eruow-- Project Title: Lake Lewisville WTP Upgrade Phase II Description: Phase II upgrades were identified in the 2010 Malcolm Pirnie Pre -design to be addressed within a five to ten year window. Business Unit: 630100 -Water -Production Project Type: Replacement Project Scope: Multiple Year Project Category Code: 048 -PLANT IMPROVEMENTS F� YY ; ; ` .; o t w^od Cost.-Type--Funding,Source crrnane 9t, wt r 20181401 00 -CONSTRUCTION 1350 -Materials Utility Bonds $2,000,000 20181401 00 -CONSTRUCTION 1350 -Materials Revenue $8,000,000 2018 Total: $10,000,000, Project Total: $10,000,000 Comments: This project will add a new electrical building to house new electrical switch gear and motor control centers for the high service pumping equipment. This new building will also include new office space, a secured communication building for emergency backup of all Water Production communications and process control software. This project will also replace a number of water meters and valves to improve accuracy and efficiency. This project will address existing chemical to process water mixing issues and replace aging polymer feed equipment. 630344XXX - Design funded in FY 2016 6127/2017 74 City of Denton 2018-2022 CIP Improvements Projects Project Title: Lake Ray Roberts WTP Zebra Mussel Control Description: Implementation of zebra mussel control for Lake Ray Roberts WTP Raw Water Intakes, Pumping Station, and Transmission Pipeline Systems Business Unit: 630100 -Water -Production Project Type: Replacement Project Scope: Multiple Year Project Category Code: 048 -PLANT IMPROVEMENTS 11X 1. 2018140100 -CONSTRUCTION 1360 -Sub Contract lUtilityBonds$1,500,000 2018 Total: $1,500,000 Project Total: 1 $1,500,000 Comments: 630345XXX - Design funded in FY 2016 6/27/2017 75 City of Denton DRAFT MINUTES City Hall 41"I&IMMM 215 E. McKinney Street ENTON PUBLIC UTILITIES BOARD Denton, Texas www.cityofdenton.com Monday, November 13, 2017 9:OOam 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, November 13, 2017 at 9:OOa.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas Board Members: Chair Randy Robinson, Vice Chair Susan Parker, Charles Jackson, Lilia Bynum, Brendan Carroll, Allen Bishop and Deb Armintor Ex Officio Members: Todd Hileman, City Manager and Mario Canizares, Assistant City Manager REGULAR MEETING 1. ITEMS FOR INDIVIDUAL CONSIDERATION A. PUB17-239 Receive a report, hold a discussion, and provide staff with direction concerning the approval of a Professional Services Agreement for engineering design services relating to the design, bid phase and construction services for the Lake Lewisville Water Treatment Plant Phase 11 Rehabilitation project which includes the design of a new main electrical control building, drainage improvements, zebra mussels control measures for both Lake Ray Roberts and Lake Lewisville raw water pump stations, and additional upgrades to improve operations of the water treatment plant; providing for the expenditure of funds therefor; and providing an effective date (RFQ 6305 awarded to Freese and Nichols, Inc. in the not -to -exceed amount of $1,529,180). Tim Fisher gave this presentation stating that this project began in 2006. The facility assessment and process selection to upgrade LLWTP objectives were: -Comply with applicable regulatory standard -Consistent system -wide water quality goals -Upgrade plant components to improve maintainability and operability -Extend the water plant's service life The 2007 LLWTP upgrade took care of many of the items needed, it was lengthy to design, and build with about $32 million of improvements. Fisher showed a list of the Phase I upgrades where construction started in 2011 and was completed in 2014. There was also a list of Phase 11 upgrades. The remaining improvement items from the facility assessment report group 4 will be addressed in Phase II rehabilitation of the LLWTP. The motor control center will be included as will the SCADA server changes. Along with this project there was a zebra mussel infestation in both lakes. In 2015, Arcadis consulting engineers were selected to perform a study on the zebra mussel management approaches. Budget included the design phase for the LLWTP Phase II at $1,000,000 and $700,000 for zebra mussel control measures. The construction phase for the LLWTP Phase II was $10,000,000 and $5,000,000 for zebra mussel control measures. There was a RFQ Process that included nine engineering firms. There were four eligible through the statement of qualifications and only three that ended in the formal RFQ process, one declined. The firm selected was Freese & Nichols with Arcadis as sub -consultant. Scope of work included the final design, bid phase and construction services. Initial fee was $1,991,000 total project engineering with construction estimate at $13,300,000. There were negotiations that landed within budget. The objective is to promote superior utility services and City facilities by rehabilitating and improving public infrastructure. Questions: Board Member Parker asked what is the normal percentage of engineering cost of construction. Fisher answered about 10 to 11 percent until you get into the construction phase which will bump it up a bit. Chair Robinson asked length of time of the contract. Fisher answered approximately three years. There was a motion by Board Member Parker for approval with a second by Board Member Carroll. Vote 7-0 approved. Adjourned: 1:03pm ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR ENGINEERING DESIGN SERVICES RELATING TO THE DESIGN, BID PHASE, AND CONSTRUCTION SERVICES FOR THE LAKE LEWISVILLE WATER TREATMENT PLANT PHASE II REHABIL,ITA"TION PROJECT WHICH INCLUDES THE DESIGN OF A NEW MAIN ELECTRICAL CONTROL BUILDING, DRAINAGE IMPROVEMENTS, ZEBRA MUSSELS CONTROL MEASURES FOR BOTH LAKE RAY ROBERTS AND LAKE LEWISVILLE RAW WATER PUMP STATIONS, AND ADDITIONAL UPGRADES TO IMPROVE OPERATIONS OF THE WATER TREATMENT PLANT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 6305 AWARDED TO FREESE AND NICHOLS, INC. IN THE NOT - TO -EXCEED AMOUNT OF $1,529,180.) WHEREAS, the professional services provider (the "Provider") mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair, and reasonable, and are consistent with, and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a professional service contract with Freese and Nichols, Inc., to provide professional engineering design services for the Lake Lewisville Water Treatment Plant Phase II Rehabilitation project, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFQ 6305 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY mm APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: l DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 PROFESSIONAL SERVICES AGREEMENT FOR ARCHITECT OR ENGINEER THIS AGREEMENT is made and entered into on , by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "Owner" and Freese and Nichols, Inc., with its corporate office at 4055 International Plaza, Suite 200, Fort Worth, Texas 76109 hereinafter called "Design Professional," or "FNP', 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 6, in connection with the Project. The Project shall include, without limitation, (describe the Project in the space below or in an attachment): The City of Denton (Owner) desires to conduct final design, bid phase and constriction phase services for the Phase II Rehabilitation of the Lake Lewisville Water Treatment Plant (LLWTP). The project includes the following major work elements and are described in detail in referenced Exhibit A. 1. New WTP High Service Pump Station Electrical Switchgear and Office Building 2. Administration Building, Clearwell and High Service Pump Station Modifications 3. WTP Filter and Chemical Feed Modifications 4. Lake Lewisville Raw Water Pump Station (LLRWPS) Facilities Improvements 5. Lake Lewisville and Ray Roberts (RWPS) Zebra Mussel Improvements SECTION 2 COMPENSATION The Owner shall compensate the Design Professional as follows: 2.1 BASIC SERVICES 2.1.1 For Basic Services the total compensation shall be $1,529,180. 2.1.2 Progress payments for Basic Services shall be paid in the following percentages for of the total compensation for the Basic Services satisfactorily completed at the end of the following phases of the Project: RFQ#6305 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 Phase 1 Final Design Phase 2 Bid Phase Phase 3 Constriction Phase Phase 4 Resident Project Rep Total Basic Services 2.2 ADDITIONAL SERVICES $1,028,665 67.27% 59,995 3.93% 440,520 28.80% Future 95 $1,529,180 100% 2.2.1 Compensation for Additional Services shall be based on a schedule of charges per hour and is as follows: Schedule of Charaes Position Min Max Professional - 1 67 111 Professional - 2 95 142 Professional - 3 113 184 Professional - 4 138 201 Professional - 5 168 241 Professional - 6 176 333 Construction Manager - 1 84 108 Construction Manager - 2 98 151 Construction Manager - 3 144 170 Construction Manager - 4 151 222 CAD Technician/Designer - 1 59 104 CAD Technician/Designer - 2 86 130 CAD Technician/Designer - 3 113 167 Corporate Project Support - 1 36 109 Corporate Project Support - 2 66 130 Corporate Project Support - 3 82 264 Intern/ Coop 36 64 2.2.2 Compensation for Additional Services of consultants, including additional structural, mechanical and electrical engineering services shall be based on a multiple of 1.1 times the amounts billed to the Design Professional for such additional services. 2.3 REIMBURSABLE EXPENSES Reimbursable Expenses shall be a multiple of 1.1 times the expenses incurred by the Design Professional, the Design Professional's employees and consultants in the interest of the Project as defined in the General Conditions but not to exceed a total of $1,529,180 without the prior written approval of the Owner. CF(`TInN 3 INVOICES Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro -forma invoice shall be sent to the contract administrator as identified in the Notice to Proceed. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment RFQ#6305 2 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. SECTION 4 CONTRACT TERM Design Professional is authorized to commence work tinder this contract upon execution of this Agreement. Design Professional will provide services from the date of execution and shall automatically expire upon completion of the work or receipt of the materials, and acceptance by the City of Denton. RFQ#6305 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 SECTION 5 CERTIFICATE OF INTERESTED PARTIES FORM 1295 loll — ----------------------- ------------------- ---- Complete Nos. 1 - 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1, 2. 3, 5, and 6 if there are no interested parties. I Name of business entity filing form, and the city, state and country of the business entity's place Certificate Number: of business. 2017-274702 Freese and Nichols, Inc. Fort Worth, TX United States Date Filed: ----------------------------- i 2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/20/2017 being filed. City of Denton Date Acknowledged: 11/07/2017 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. Lake Lewisville WTP Ph 11 ENGINEERING DESIGN FOR LAKE LEWISVILLE WATER TREATMENT PLANT PHASE 11 REHABILITATION Nature of interest 4 Name of interested Party City, State, Country (place of business) (check applicable) - ------------------------------ --------------- Coltharip, Brian Fort Worth, TX United Stat e s -- ------------ ------- -- -- Pence, Robert Fort Worth, TX United States Milrany, Cindy Fort Worth, TX United States 2 RM no San Antonio, TX United States Nichols, Mike Fort Worth, TX United States -------------------------------------------------- — — - - - — - - --------------------------------------------------- I all Fort Worth, TX United States Fort Worth, TX United States Hadey, Tricia Oklahoma City, OK United States ----------------------- Taylor, Jeff Houston, T`X United States 5 Check only if there is NO Interested Party. El 6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct KE ' LLY JEAN SHRIVER Nftl Public pldl4ea,1011 STATE OF TEXAS V signature of authorized agent of contrahng business entity B MY COMM. Exp. Jim. 08. 2019 AFFIX NOTARYSTAM L -L] Sworn to and subscribed before me, by the said Will Allanach this the 20th day of. October 20 to certify which, witness my hand and sea] of office. A C7.VAL- I I Kelly lean Shriver No!= Public 1�ipatur ot ce, aUministering oath Printed name of officer administering oath Tide of officer administering oath V V ! 11 orovided bv Texa-c-FAticc; Cour, issioT, %i1,1-ti.&1 A.,.us VersioT V1.0.3337 RFQ#6305 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 SECTION 6 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 filly set forth herein: Exhibit A. Scope of Work and Assumptions for Engineering Design for Lake Lewisville Water Treatment Plant Phase II Rehabilitation Exhibit B. The Design Professional's Proposal This Agreement is signed by the parties hereto effective as of the date first above written. CITY OF DENTON TODD HILEMAN CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY DoeuSigned by: BY: ,59 72538AC458zE9... DESIGN FTR M DOCUSigned by: 15B5A941D2364D5..... Firm's ulticerixepresentative (Signature) 2017-274702 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER WITNESS: RFQ#6305 5 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 CITY OF DENTON GENERAL CONDITIONS TO AGREEMENT FOR ARCHITECTURAL OR ENGINEERING SERVICES AS NEGOTIATED ARTICLE L 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 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 2.3.1 Based on the approved Schematic Design Documents and any adjustments authorized by the Owner in the program, schedule or construction budget, the Design Professional shall prepare for approval by the Owner, Design Development Documents consisting of drawings and other documents to fix 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 represents 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 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. 2.4.2 The Design Professional shall assist the Owner in the preparation of the necessary bidding or procurement information, bidding or procurement forms, the Conditions of the contract, and the form of Agreement between the Owner and contractor. 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 Owner's responsibility for filing documents required for the approval of govemmental authorities having jurisdiction over the Project. 2.5 CONSTRUCTION CONTRACT PROCUREMENT 2.5.1 The Design Professional, following the Owner's 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 of the Owner. RFQ#6305 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 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 of Probable Construction Costs. 2.6 CONSTRUCTION PHASE - ADMINISTRATION OF THE CONSTRUCTION CONTRACT 2.6.1 The Design Professional's responsibility to provide Basic Services for the Construction Phase under this Agreement commences with the award ofthe Contract for Construction and terminates at the issuance to the Owner 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 Construction as set forth below. For design professionals the administration shall also be in accordance with AIA document A201, General Conditions of the Contract for Construction, current as of the date of the Agreement as maybe amended by the City of Denton special conditions, unless otherwise provided in the Agreement. For engineers the administration shall also be in accordance with the Standard Specifications for Public Works Construction by the North Central Texas Council of 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 of the 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 Construction. The Design Professional shall have authority to act on behalf of the Owner only to the extent provided in the Agreement and these General Conditions, unless otherwise modified by written instrument. 2.6.5 The Design Professional shall observe the construction site at least one time a week, while construction is in progress, and as reasonably necessary while construction is not in progress, to become familiar with the progress and quality of the work completed and to determine if the work is being performed in a 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. On the basis 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 observable 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 no way alter the Design Professional's obligations or the Owner's rights hereunder. 2.6.6 The Design Professional shall not have control over or charge of and shall not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work. The Design Professional shall not be responsible for the Contractor's schedules or 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 omis- sions. The Design Professional shall not have control over or charge of acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions 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 the Design Professional. 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. 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 cor- rectable prior to completion and to specific qualifications expressed by the Design Professional. The issuance of a Certificate for Payment shall further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment shall not be a representation that the Design Professional has (1) reviewed construction means, methods, techniques, sequences or procedures, or (2) ascertained how or for what purpose the Contractor has used money previously paid on account 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 upon Contractor's submittals such as Shop Drawings, Product Data and Samples for the purpose of (1) determining compliance with applicable laws, statutes, ordinances and codes; and (2) determining whether or not the work, when completed, will be in compliance with the requirements 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. RFQ#6305 7 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 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 four sets of reproducible prints showing all significant changes to the Construction Documents during the Construction Phase. ARTICLE 3 ADDITIONAL SERVICES 3.1 GENERAL 3.1.1 The services described in this Article 3 are not included in Basic Services unless so identified in the Agreement or Proposal, and they shall be paid for by the Owner as provided in the Agreement, in addition to the compensation for Basic Services. The services described under Sections 3.2 and 3.4 shall only be provided if authorized or confirmed in writing by the Owner. If services described under Contingent Additional Services in Section 3.3 are required due to circumstances beyond the Design Professional's control, the Design Professional shall notify 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 the Design Professional, and the Design Professional shall be compensated therefor as agreed by the Owner and Design Professional. 3.3 CONTINGENT ADDITIONAL SERVICES 3.3.1 Making material revisions in Drawings, Specifications or other documents when such revisions are: 1. inconsistent with approvals or instructions previously given by the Owner, including revisions made necessary by adjustments in the Owner's program or Project budget; 2. Required by the enactment or revision of codes, laws or regulations subsequent to the preparation of such documents, or 3. Due to changes required as a result of the Owner's 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 connection with Change Orders and Construction Change Directives. 3.3.4 Providing consultation concerning replacement of work damaged by fire or other cause during construction, and furnishing services required in connection with the replacement of such work. 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 parry thereto. RFQ#6305 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 3.3.8 Providing services in addition to those required by Article 2 for preparing documents for alternate, separate or sequential bids or providing services in connection with bidding or construction prior to the completion 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. 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, fumishings 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 portions 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 con- struction 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 speci- fically 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 the orderly and sequential progress of the Design Professional's services. 4.5 Where applicable, the Owner shall fumish 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 applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours 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. RFQ#6305 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 4.6 Where applicable, the Owner shall furnish 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 re- sistivity tests, including necessary operations for anticipating sub -soil conditions, with reports and appropriate professional recommendations. 4.6.1 The Owner shall furnish the services of other consultants when such services are reasonably required by the scope of the Project 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 famish 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 famish 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. 49 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 famished by the Owner and equipment designed, specified, selected or specially provided for by the Design Professional, plus a reasonable allowance for the Contractor's overhead and profit. In addition, a reasonable allowance for con- tingencies shall be included for market conditions at the time of bidding and for changes in the work during construction. 5.1.3 Construction Cost does not include the compensation of the Design Professional and Design Professional's consultants, the costs 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 CONSTRIJCTION COST 5.2.1 Evaluations of the Owner's Project budget, preliminary estimates of Construction Cost and detailed estimates of Construction 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 Contractor's methods of determining bid prices, or over competitive bidding or market conditions. Accordingly, the Design Professional cannot and does not warrant or represent that bids or cost proposals will not vary from the Owner's Project budget or from any estimate of Construction Cost or evaluation prepared or agreed to by the Design Professional. 5.2.2 No fixed limit of Construction Cost shall be established as a condition of the Agreement by the furnishing, proposal or establishment of a Project 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. 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 RFQ#6305 10 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 Agreement and shall be promptly delivered to the Owner in a reasonably organized form. Should Owner subsequently contract with anew Design Professional for continuation of services on the Project, Design Professional shall cooperate in providing information. 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 non- performance and cause for termination. 7.5 If the Owner fails to make payment to Design Professional within thirty (30) days of receipt of a statement for services properly and satisfactorily performed, the 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 interest of 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. 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, where applicable, 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 WITHHELD No deductions shall be made from the Design Professional's compensation on account of penalty, 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. R\:iY[a01L'l10110101U1Ili 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 RFQ#6305 11 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Design Professional or its officers, shareholders, agents, or employees in the performance of the Agreement. 9.2 Nothing herein shall be construed to create a liability to any person who is not a parry 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 or authorized to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: 10.1 Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $2,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $250,000 in the aggregate. 10.2 Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. 10.3 Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident including occupational disease. 10.4 Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. 10.5 The Design Professional shall furnish insurance certificates or insurance policies to the Owner evidencing insurance in compliance with this Article 10 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 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. F\NIY[IN 0MFFM IMIN MIIIF110X1I1MWD1011f.9111Mi 11.1 The Agreement shall be governed by the laws of the State of Texas. Venue of any suit or cause of action under the Agreement shall lie exclusively in Denton County, Texas. 11.2 The Owner and Design Professional, respectively, bind themselves, their partners, successors, assigns and legal representatives to the other parry to this Agreement and to the partners, successors, assigns and legal representatives of such other parry 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 4. The Proposal 11.4 Nothing contained in the Agreement shall create a contractual relationship with or a cause of action in favor of a third parry against either the Owner or Design Professional. 11.5 Upon receipt of prior written approval of Owner, the Design Professional shall have the right to include representations of the design 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 of the specific information considered by the Owner to be confi- dential or proprietary. The Owner shall provide professional credit for the Design Professional on the construction sign and in the promotional 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 sub consultants 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 during the term of this Agreement. RFQ#6305 12 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 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 any way affect the substantive terms or conditions of the Agreement. RFQ#6305 13 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. Freese and Nichols 2 El Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7t'business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Not Applicable Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? E-1 Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes E-1 No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? E-1 Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 November 8, 2017 Signature of vendor doin kilusin ks with the governmental entity Date RFQ#6305 14 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A -1 E, CWTTIV A=PV E-YTT-ITMIT VVA.',,,_JJL1U-_T1ON Narrative on Scope and Assumptions The City of Denton (OWNER) desires to conduct final design, bid phase, and construction phase services for the Phase 11 rehabilitation of the Lake Lewisville Water Treatment Plant (LLWTP). The project includes the following major work elements: f. New WTP High Service Pump Station Electrical Switchgear and Office Building: E Design of a new building, either adjacent to the existing LLWTP Administration building and entry road, or located at the site of the recently demolished Clearwell I location. Major design elements will include: a. Evaluation of the two alternative site locations and impact on cost and functionality of the facilities. b. New electrical building with Main -tie -Main switchgear configuration and MCC's for six (6) existing high service pumps and the existing backup backwash pump at the plant. This room shall be air cononed for improved maintenance. c. Air-conditioned room with a raised floor within the electrical building to serve as a primary communication hub. The communication room will include OWNER fiber, a corporate server, and a new server for primary SCADA for each plant (LLWTP and Ray Roberts WTP). i.. Six new office spaces, primarily located upstairs to serve the Plant Superintendent, Senior Engineer, SCADA Supervisor, SCADA Network, Administrative Assistant, and SCADA/PLC System Integrator. A small conference room capable of seating up to 10 persons. This room will depend on the outcome from I.e. and Ld. above. f. A break room with adequate staff tables, sink and microwave area for lunches and other breaks, along with a stove and full-size refrigerator. g. Men's and women's bathrooms. h. A storage room for map and paper file storage and copy room. i. Appropriate entrance road, parking, ingress, and egress to the new facilities. Existing entrance road will be resurfaced. j. ADA compliant facilities. k. Additional security for the building including appropriate video surveillance, security features, and a fence detection system for the plant fence. 2. Administration Building, Clearwell and High Service Pump Station Modifications: a. Replace existing bathroom partitions, bathroom sink areas and lockers in t& -s - Administration Building. RFQ#6305 15 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A c. Update existing break room (cabinets, appliances, stove, etc.) da Replace lighting in the shop area of the Administration Building with LED lighting. e. Replace metal staircases to and from the High Service Pump Station (HSPS) room (two total). f. Install a new concrete staircase from the HSPS room along the wall to the front door area of the building. g. Blast and re -paint piping in HSPS and Header Room (between pipe gallery and pump room), and replace all bolts and gaskets on suction and discharge piping, fittings, and valves. h. Blast and grout rub all walls for HSPS and Header Room. is Add roof drain downspout nozzles to existing roof drain pipes for Administration Building and Chemical Building No. 2. j. Evaluate and design ventilation system for HSPS. k. Rehabilitate or rebuild crane in HSPS. 1. Demolish old HSPS electrical switchgear and MCC's replaced in Item I above. m. Replace existing HSPS metering vaults, including vault, venturi meters, lights, ventilation, sump pumps, etc. and improve operating and maintenance access for the vaults. n. Replace valves, PRVs and double-check assemblies on discharge piping in Header Room. o. Replace four (4) 36" suction side valves — two (2) on the clearwell lines in yard (OWNER will provide the valves) — and two (2) for High Service Pumps 45 and #6 (Supplied by Contractor). p. Replace three (3) 36" valves for the pump station discharges. q. Replace two (2) total 24" valves on Pump #5 and #6 discharges (OWNER will provide the valves). r. Install isolation gates valves and electric actuated butterfly valves on the discharge of HSPS pumps # I and #4. s. Use STOPPLE Train or similar line isolation to facilitate valve replacements. Place isolations so that the Contractor can replace one (1) 36" gate valve and one (1) 30" gate valve on the distribution lines outside LLWTP property. t. Replace the access panels, lighting, and accessories within the vaults of HSPS pumps #5 and #6 and resurface the top deck oft e vaults where delaminated. u. Replace the drive area between the clearwells and by the high service pump station with a new asphalt driveway. v. Evaluate and design drainage improvements around the existing clearwells. 3® WTP Filter and Chemical Feed Modifications: a. Replace actuators on the filter drain and effluent lines with simplified "open/close" actuators. RFQ#6305 16 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A b. Evaluate and design improvements to resolve inadequate mixing of fluoride, chlorine, and ammonia feed into the treated water before the clearwells for chloramine disinfection. c. Evaluate and design method and sequence of construction to remove calcium buildup or replace the 30" filtered water line from filter pipe gallery to ammonia/fluoride mixing area. Replace bolts on bottom of tee in pipe gallery. d. Blast interior of 30" filtered water line and identify method for recoating of interior of the line. e. Blast and paint coagulated water lines and replace gaskets/bolts, etc. f. Relocate sample tap and plumbing for Free Chlorine residual. g. Replace five (5) metal handrails and stairs in the filter gallery and filter area (interior and exterior). h. Grout rub filter gallery and filter operating area walls for uniform appearance. i. Blast and coat edges of filters to match epoxy floor. j. Evaluate and design method to hide damaged ceiling insulation in filter operating area. k. Evaluate and design ventilation system for filter pipe gallery. 1. Provide a landing platform and staircase from the northern double doors of the filter area to the blower building. m. Replace existing polymer feeders and tie them into the existing SCADA system for control. n. Paint walls in chemical buildings to match the previously rehabilitated (Phase 1) adjacent areas. ® Lake Lewisville Raw Water Pump Station (LLRWPS) Facilities Improvements: a. Relocate transformers to allow additional space next to the existing pump station for construction of chemical feed improvements for zebra mussel control. b. Remove existing potassium permanganate feed facilities to allow construction of new chemical feed system in Item 5 below. c. Replace roof and gutters on the pump station. d. Restore any wall penetrations and add new roof ventilation system with air intakes low and forced exhaust on the roof to eliminate short circuiting. e. Replace existing windows. f. Rehabilitate/repair overhead crane. g. Initial site visit and discussion with staff indicate no structural instability related to soils around pump station building. If contrary evidence appears during the project, more detailed investigations can be performed as an Additional Service. As part of Basic Services, identify options to fill voids under cantilevered portions of building floor. h. The existing wet well is showing signs of corrosion and decay, and the inlet valves are inadequately anchored for operation. Replace grating in the existing wet well area, rehab/replace existing ship's ladder, upgrade wet well lighting, and improve design of hold down struts for the inlet valves. RFQ#6305 17 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A i. Add a middle intake or modify lower intake at the intake structure and add piers to the top and middle intakes. Replace the existing intake gates, stems, and actuators, and modify controllers to allow control of the gates from the pump room using a portable drive system or add actuators on grade level for remote operation. jm Install a new vault and actuated butterfly valve (' including power and control to new vault) for the #4 pump discharge (OWNER will supply the vault and valve). Vault floor and sump will be added by Contractor. k. Replace the low service pump check valves and associated couplings and related equipment for all pumps, Blast and repaint all wetwell level piping. l. Add an electric gate operator at the main entrance gate and provide new concrete drive on either side of the entrance gate for required gate loops. m. Replace pump station interior and exterior lighting with LED lighting, n. Relocate the existing pedestrian entrance door and replace the roll -up door with a full- size roll -up. o. Replace the existing surge valve. p. The bypass valve was installed to provide a reduced flow option during low demand periods, Due to the exposed location, it is subject to freezing. Provide a new hot -box type structure around the existing bypass valve to weatherproof the valve and lines, and provide lifting eyes and access panels for maintenance. q. Install lightning protection on the associated buildings and facilities. a. Install new permanent chemical feed facilities for zebra rnussel control at both the Lake Lewisville and Ray Roberts Raw Water Pump Stations, using permanent sodium permangRnate feed systems and Copper Ion Generation feed system, consistent with the recommendations of the 2016 Manualfor Control, Operation, and Maintenance of Zebra Mussels. b. Install a new chemical feed building at the Lake Lewisville RWPS to house zebra mussel control chemical feed equipment, including a separate air-conditioned room for electrical, controls and communication equipment. Install new PLC in this building that controls new chemical feed facility along with existing pump station controls. Building shall be located adjacent to the pump station in the general area of the existing transformers. c. Provide potable water for Lake Lewisville raw water pump station shower/eyewash stations and as carrier water for the permanganate feed. d. Incorporate zebra mussel controls for all intakes at the Lake Lewisville Raw Water Pump Station. e. Install a new chemical feed building at the Lake Ray Roberts RWPS to house zebra mussel control chemical feed equipment. Building shall be located adjaceritto the pump station in the area to the north. f. Add carrier water at the Ray Roberts RWPS to allow a chemical feed point for zebra mussel control in the 60" valve vault near the outlet channel. RFQ#6305 18 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A g. Provide potable water from the Ray Roberts WTP, using a nominal 4" pipeline, provide adequate flow for flushing activities. Include potable water to shower/eyewa stations and as carrier water for the permanganate feed. h. Evaluate and design improvements to the raw water feed line to facilitate muss maintenance, including a means of draining the low point of the existing 60" pip`lin providing improved actuation of the 60" valve, and actuating the 12" drain valve. ARTICLE I - BASIC SERVICES: FNI shall render the following professional services for th* development of the Project: A. Phase 1 - Final Design. 1. Meet with OWNER: (1) to review the scope of services, (2) to verify OWNER's requirements for the Project, and (3) to review and update available data. 1 Perform general administrative duties associated with the project including progress monitoring and monthly progress reporting, scheduling, general correspondence, documentation, office administration and invoicing for the scope items identified below. These duties include maintaining routine contact with the OWNER to help meet the needs of the OWNER in a timely manner, and executing the work in accordance with the work plan, budget, and schedule. 3. Advise OWNER as to the necessity of OWNER's providing or obtaining data or services from others, and assist OWNER regarding any such services, for any services outside this scope of work. 4. Incorporate appropriate design standards and elements as identified from the Phase I Rehabilitation project to match new construction to the extent possible. 5. Perform process and hydraulic calculations consistent with design standards of TCEQ Chapter 290 requirements to size all treatment elements for final recommended alternative. Document calculations and any proposed variances to TCEQ rules for regulatory approvals. 6. Develop updated opinions of probable construction cost for the selected design, 7. Provide detailed Topographic Surveying of the LLWTP, LRWPS and LRR RS sites, as required for the design phase. 8. Provide a Geotechnical Investigation and Geotechnical Engineering Report of the LLWTP new building sites, as required for the design phase. 9. Meetings and Site Visits: a. Conduct bi-monthly progress meetings, up to a maximum of five (5) meetings during the design phase. b, Conduct up to two (2) additional site visits by the engineering team to the WTP and/or pump stations, for coordination on detailed design aspects for completion of the project. c. Conduct workshops with the OWNER during the Design Phase. FNI will submit relevant drawings, specifications, and detailed data for each review workshop two RFQ#6305 19 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A weeks prior to the workshop dates to allow the OWNER adequate time for review and cornment. i. 30% design level QC workshop including constructability reviews ii. 60% design level QC workshop including constructability reviews. iii. 90% design level QC workshop including constructability reviews and construction sequencing discussions. iv. All workshops will be conducted at the NE 's offices at the LLWTP. I . Prepare drawings, specifications, Construction Contract Documents, designs, and layou of improvements to be constructed for each milestone submittal described above and the final construction contract documents. For the purposes of design planning, the desig, is assumed to include the major items listed in the narrative and assumptions above. alternative design elements are chosen, then any additional engineering effort which ina be required to incorporate the alternative would be an Additional Service. 2. Plans and Specifications for any potentially occupied building will be submitted througi, the OWNER's planning and development process for construction permitting. Th OWNER will coordinate on obtaining all City of Denton permits for construction. 3. Advise OWNER of need for and recommend scope of any additional subsurta investigations, special analysis, hydraulic model studies, underwater exploration an mapping, etc., and the retention of special consultants beyond those identified in the Basic Services. The cost of such services shall be paid by OWNER and are not included i, the services performed by FNI. 4. Furnish OWNER, when requested, the engineering data necessary for applications f routine permits required by local, state, and federal authorities. Preparation of applicatio and supporting documents for government grants, TWDB or other funding, or for plannin advances is an Additional Service. Detailed design elements shall be developed using AutoCAD software, coordinating with the OWNER on the detailed mechanical, equipment and structures and the development of plan sheets for bidding purposes. 6. Submit drawings, specifications, design documentation and Construction Contract Documents to the applicable federal and state agency(s) for regulatory approval, where required. Submit drawings for the new building improvements to the Texas Department of Licensing and Regulation for required ADA compliance rule reviews and associated approvals, and to the OWNER's Planning and Development Department for review of building facilities. 7. This project assumes the use of the OWNER's standard construction documents including the General Conditions. FNI will use its technical standards for drawings and technical specifications. FN I will coordinate with the OWNER for any changes to match required spec standards in the Supplemental Conditions and Front -End Documents. This assumes the project is delivered using standard Design -Bid -Build. 8. Furnish such information necessary to utility companies whose facilities may be affected or services may be required for the Project. RFQ#6305 20 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A 9. Prepare revised opinion of probable construction cost for the 30%, 60%, 90% and 100% design completion levels. 10. 11. Furnish OWNER five (5) half-size sets and one electronic PDF copy of drawings, specifications, and bid proposals for each submittal review and workshop above, for review and approval by OWNER. Upon final approval by OWNER, FNI will provide OWNER five (5) half-size sets and one electronic PDF copy of "Final" sealed drawings and in CAD file format. Bid phase services assume the project is constructed based on a standard Design -Bid -Build appraoch. Upon completion of the design services and approval of Final drawings and follows: 1. Issue a Notice to Bidders for the OWNER to distribute to prospective contractors and vendors, and to selected plan rooms, using the OWNER's standard bid process. Provide a copy of the notice to bidders for OWNER to use in notifying construction news publications and publishing appropriate legal notice. The cost for publications shall be paid by OWNER. 2. Distribution of bid documents to selected plan rooms, and to prospective bidders that respond to the Notice to Bidders shall follow the OWNER's standard bid procedure. FNI shall provide up to ten (10) sets of Bid Documents (three (3) full-size and seven (7) half- size) for the OWNER's use, and coordinate with the OWNER's procurement process for distribution of Contract Documents to prospective bidders and notification to plan rooms. 3. Communicate with potential bidders as required by the OWNER's standard bid process. 4. Assist OWNER by responding to questions and interpreting bid documents. Prepare and issue addenda, if necessary, to the bid documents and distribute to plan holders following the OWNER's standard bid process. 5. At Owner request, FNI will assist Owner in the opening, tabulating, and analyzing the bids received. Review the qualification information provided by the apparent low bidder to determine if, based on the information available, they appear to be qualified to construct the project. Recommend award of contracts or other actions as appropriate to be taken by Owner. Pre -qualification of all prospective bidders and issuing a list of eligible bidders prior to the bid opening is an additional service. 6. Assist the OWNER in conducting two (2) separate pre-bid conferences for the construction project and coordinate responses with OWNER. Response to the pre-bid conference will be in the form of addenda issued after the conference. Attend the tour of the project site after the pre-bid conference. 7. Develop an example "Construction Sequence" presentation, demonstrating to potential Contractors possible methodologies for sequencing construction events. FNI will also provide special procedures and construction constraints, clearly identified in the plans, specs and in the presentation, to define limitations for the Contractor to take any unit process or plant facility out of service for construction. RFQ#6305 21 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A 8. Assist OWNER in the preparation of Conformed or "As -Bid" Construction Contract Documents. Conformed plans and specifications shall incorporate any changes from addendum into the final electronic documents and the documents shall be reprinted with the appropriate changes notated and clouded per FNI record drawing standards. Provide ten (10) half-size sets of Conformed for Construction Contract Documents which include information from the apparent low bidders bid documents, legal documents, and addenda bound in the documents for execution by the OWNER and construction contractor. Distribute five (5) copies of these documents and one electronic PDF copy to the contractor with a notice of award that includes directions for the execution of these documents by the construction contractor. Provide OV%TNER with the remaining five (5) copies and one electronic PDF copy of these documents for use during construction. Additional sets of documents can be provided as an additional service. 9. Furnish contractor copies of the drawings and specifications for construction pursuant to the General Conditions of the Construction Contract. C. Phase 3 — Construction Phase Services: Upon corripletion of the bid or negotiation phase services, FNI will proceed with t performance of construction phase services as described below. FNI will endeavor to prote OWNER in providing these services however, it is understood that FNI does not guarantee t Contractor's performance, nor is FNI responsible for supervision of the Contractor's operati and employees. FNI and its subconsultants shall not be responsible for the means, method techniques, sequences, or procedures of construction selected by the Contractor, or any safe precautions and programs relating in any way to the condition of the premises, the work of t 11 Contractor or any Subcontractor. FM and its subconsultants shall not be responsible for t acts or omissions of any person (except its own employees or agents) at tile Project site otherwise performing any of the work of the Project. I . Assist OWNER in conducting one (1) pre -construction conference with the selected Contractor, review construction schedules prepared by the Contractor pursuant to the requirements of the construction contract, and proposed construction. The construction contractor shall submit pay requests as per this contract. Upon review FNI will recommend approval or rejection of the request submitted to the OWNER. 2. Establish communication procedures with the OVVNER and Contractor. Submit monthly reports of construction progress. Reports will describe construction progress in general terms and summarize project costs, payments made, construction schedule and pending and approved contract modifications. 3. Establish and maintain a project documentation system, consistent with the requirements of the construction contract documents. Monitor the processing of contractor's submittals and provide for filing and retrieval of project documentation. Produce monthly reports indicating the status of all submittals in the review process. Review and respond to contractor's submittals, including, requests for information, modification requests, shop drawings, schedules, and other submittals in accordance with the requirements of the construction contract documents for the projects. Monitor the progress of the contractor in sending and processing submittals to see that documentation is being processed in accordance with schedules. RFQ#6305 22 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A 4. Based on FNI's observations as an experienced and qualified design professional and review of the Payment Requests and supporting documentation submitted by Contractor, determine the amount that FNI recommends Contractor be paid on monthly and final estimates, pursuant to the General Conditions of the Construction Contract. 5. Make up to twenty (20) monthly visits to the Construction site (as distinguished from the continuous services of a Resident Project Representative) to observe the progress and the quality of work and to attempt to determine in general if the work is proceeding in accordance with the Construction Contract Documents. In this effort FNI will endeavor to protect the 0'%NER against defects and deficiencies in the work of Contractors and will report any observed deficiencies to O"ER. Visits to the site more than the specified rtumber are av q44itio.ic?] service. RFQ#6305 23 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A these services to review or evaluate construction contractor(s) claim(s), supported by causes not within the control of F are an additional service, 13. Assist in the transfer of and acceptance by the construction contractor of any OWNER furnished equipment or materials, 14. Conduct, in company with OV,[NER's representative, a final review of the Project for conformance with the design concept of the Project and general compliance with the Construction Contract Documents. Prepare a list of deficiencies to be corrected by the Contractor before recommendation of final payment. Assist the OWNER in obtaining legal releases, permits, warranties, spare parts, and keys from the Contractor, Review and comment on the certificate of completion and the recommendation for final payment tothe Contractor(s). Visiting the site to review completed work more than two trips are an additional service. 15. Revise the construction drawings in accordance with the information furnished by construction Contractor(s) reflecting changes in the Project made during construction. Five (5) half-size sets of prints oft ese Record Drawings and one (1) full size mylar prints shall be provided by F to OWNER. All digital record drawing and CAD files will be provided to the OWNER via electronic submission. D. Phase 4 — Full Time ResidentL Pr9igEtRepre. �Lq tive 1. The OWNER will make a determination at a later date as to whether these services will be provided by F or by others. If it is determined that F will provide these services, then the scope and effort associated with those services will be added as an Additional Service to the project. ...................... . . . ............. ADDITIONAL SERVICES: Additional Services to be performed by FNI, if authorized by OWNER, which are not included in the above described basic services, are described as follows: A. Field layouts or the furnishing of construction line and grade surveys. B. GIS mapping services or assistance with these services. C. Making property, boundary and right-of-way surveys, preparation of easement and deed descriptions, including title search and examination of deed records. D. Providing services to investigate existing conditions or facilities, or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by OWNER. E. Providing renderings, model, and mock-ups requested by the OWNER. F. Revising drawings, specifications or other documents when such revisions are 1) not consistent with approvals or instructions previously given by OWNER or 2) due to other causes not solely within the control of FNI. Co Providing consultation concerning the replacement of any Work damaged by fire or other cause during the construction, and providing services as may be required regarding the replacement of such Work. RFQ#6305 24 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A H. Investigations involving consideration of operation, maintenance and overhead expenses, and the preparation of rate schedules, earnings and expense statements, feasibility studies, appraisals, evaluations, assessment schedules, and material audits or inventories required for certification of force account construction performed by OWNER. 1. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. J. Providing shop, mill, field or laboratory inspection of materials and equipment. Observe factory tests of equipment at any site remote to the project or observing tests required because of equipment failing the initial test. K. Conducting pilot plant studies or tests. L. Conducting operator training. M. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. N. Furnishing the services of a Resident Project Representative to act as OWNER's on-site representative during the Construction Phase, beyond the hours listed for part-time construction inspection. The Resident Project Representative will act as directed by FNI to provide more extensive representation at the Project site during the Construction Phase. Through more extensive on-site observations of the work in progress and field checks of materials and equipment by the Resident Project Representative and assistants, FNI shall endeavor to provide further protection for OWNER against defects and deficiencies in the work. Furnishing the services of a Resident Project Representative is subject to the provisions of Article 1, D and Attachment RPR, If OWNER provides personnel to support or to conduct the activities of the Resident Project Representative, the duties, responsibilities, and limitations of authority of such Xersonnel will be set forth in an Attachment attached to and made a yart of this Agreement before the services of such personnel are begun. It is understood and agreed that such personnel will work under the direction of and be responsible to the Resident Project Representative. OWNER agrees that whenever FNI informs him in writing that any such personnel provided by the OWNER are, in his opinion, incompetent, unfaithful or disorderly, such personnel shall be replaced. 0. Furnishing Special Inspections required under chapter 17 of the International Building Code. These Special Inspections are often continuous, requiring an inspector dedicated to inspection of the individual work item, and they are in addition to General Representation and Resident Representation services noted elsewhere in the contract. These continuous inspection services can be provided by FNI as an Additional Service. Pi Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). Q. Performing investigations, studies, and analyses of substitutions of equipment and/or materials or deviations from the drawings and specifications. RFQ#6305 25 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A R. Assisting O"ER in the defense or prosecution of litigation relating to or in addition to those services conternplated by this Agreement. Such services, if any, shall be furnished by F on a fee basis negotiated by the respective parties outside of and in addition to this Agreement, S. Providing environmental support services including the design and implementation of ecological baseline studies, environmental monitoring, impact assessment and analyses, permitting assistance, and other assistance required to address environmental issues. T. Performing investigations, studies, and analysis of work proposed by construction contractors to correct defective work. U. Design, contract modifications, studies or analysis required to comply with local, State, Federal or other regulatory agencies that become effective after the date of this agreement. V. Services required to resolve bid protests or to rebid the projects for any reason. W. Visits to the site more than the number of trips included in Article I for periodic site visits, coordination meetings, or contract completion activities. X. Any services required because of default of the contractor(s) or the failure, for any reason, of the contractor(s) to complete the work within the contract time. Y. Providing services after the completion of the construction phase not specifically listed in Article 1. Z. Providing basic or additional services on an accelerated time schedule. The scope of this service includes cost for overtime wages of employees and consultants, inefficiencies in work sequence and plotting or reproduction costs directly attributable to an accelerated time schedule directed by the OWNER. AA. Providing services made necessary because of unforeseen, concealed, or differing site conditions or due to the presence of hazardous substances in any form. BB. Providing services to review or evaluate construction contractor(s) claim(s), provided said claims are supported by causes not within the control of FNI. CC. Providing value engineering studies or reviews of cost savings proposed by construed contractors after bids have been submitted. 11 DR Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. EE. Provide follow-up professional services during Contractor's warranty period except as specifically provided in Article 1. RFQ#6305 26 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A ITM 11 of this Agreement and agrees to complete the services in accordance with the following schedule: Final Design Phase - 10 months from completion of Preliminary Design Phase Bid Phase - 3 months r® completion of Final Design Phase Construction Phase - 18 months from Contractor NTP Resident Representation Phase - Concurrent with Construction Phase (Not part of this Scope) If FNI's services are delayed through no fault of FNI, FNI shall be entitled to adjust contract schedule consistent with the number of days of delay. These delays may include but are not limited to delays in OWNER or regulatory reviews, delays on the flow of information to be provided to FNI, delays by the construction contractor not within the control of FNI, governmental approvals, etc. These delays may result in an adjustment to compensation as outlined on the face of this Agreement and in Attachment CO. RFQ#6305 27 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A ....... . ........ RESPONSIBILITIES OF OWNER: OWNER shall perform the following in a timely manner so as not to delay the services of FNI: A4 OWNER recognizes and expects that certain Change Orders may be required. Unless noted otherwise, the OWNER shall budget a minimum of 5% for new construction and a minimum of 10% for construction that includes refurbishing existing structures. Further, OWNER recognizes and expects that certain Change Orders may be required to be issued as the result in whole or part of imprecision, incompleteness, errors, omission, ambiguities, or inconsistencies in the Drawings, Specifications, and other design documentation furnished by Engineer or in the other professional services performed or furnished by FNI under this Agreement ("Covered Change Orders"). Accordingly, OWNER agrees to pay for Change Orders and otherwise to make no claim directly or indirectly against FNI based on professional negligence, breach of contract, or otherwise f 4 all such approved Covered Change Orders exceed 2% for new construction and 4% for reconstruction. Any responsibility of FNI for the costs of Covered Changed Orders in excess of such percentage will be determined based on applicable contractual obligations and professional liability standards. For purposes of this paragraph, the cost of Covered Change Orders will not include: • any costs that OWNER of have incurred if the Covered Change Order work had been included originally in the Contract Documents and without any other error or omission off I related thereto, • Any costs that are due to unforeseen site conditions, or • Any costs that are due to changes made by the OWNER. • Any costs that are due tothe Contractor Nothing in this provision creates a presumption that, or changes the professional liability standard for determining if, FNI is liable for the cost of Covered Change Orders in excess of the percent of Construction Cost stated above or for any other Change Order. Wherever used in this document, the term Engineer includes FNI's officers, directors, partners, employees, agents, and subconsultants. B. Designate in writing a person to act as OWNER's representative with respect tothe services to be rendered under this Agreement. Such person shall have contract authority to transmit instructions, receive information, interpret, and define OWNER's policies and decisions with respect to FNI's services for the Project. C. Provide all criteria and full information as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which OWNER will require to be included in the drawings and specifications. RFQ#6305 28 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A D, Assist FNI by placing at FNI's disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Project. E. Arrange for access to and make all provisions for FNI to enter upon public and private property as required for FNI to perform services under this Agreement. FExamine all studies, reports, sketches, drawings, specifications, proposals, and other documents presented by FNI, obtain advice of an attorney, insurance counselor and other consultants as OWNER deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of FNI. G. Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. H. Provide such accounting, independent cost estimating and insurance counseling services as may be required for the Project, such legal services as OWNER may require or FNI may reasonably request with regard to legal issues pertaining to the Project including any that may be raised by Contractor(s), such auditing service as OVvNER may require to ascertain how or for what purpose any Contractor has used the moneys paid under the construction contract, and such inspection services as OWNER may require to ascertain that Contractor(s) are complying with any law, rule, regulation, ordinance, code or order applicable to their furnishing and performing the work. 1, OWNER shall determine, prior to receipt of construction bid, if FNI is to furnish Resident Project Representative service so the Bidders can be informed. J. If OWNER designates a person to serve in the capacity of Resident Project Representative who is not FNI or FNI's agent or employee, the duties, responsibilities, and limitations of authority of such Resident Project Representative(s) will be set forth in an Attachment attached to and made a part of this Agreement before the Construction Phase of the Project begins. Said attachment shall also set forth appropriate modifications of the Construction Phase services as defined in Article 1, D, together with such adjustment of compensation as appropriate. K, Attend the pre-bid conference, bid opening, preconstruction conferences, construction progress and other job-related meetings and substantial completion inspections and final payment inspections. L. Give prompt written notice to FNI whenever OWNER observes or otherwise becomes aware of any development that affects the scope or timing of FNI's services, or any defect or nonconformance of the work of any Contractor. MFurnish, or direct FNI to provide, Additional Services as stipulated in Article 11 of this Agreement or other services as required. M Bear all costs incident to compliance with the requirements of this Article IV, RFQ#6305 29 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A Phase I —Final Design $1,028,665 Phase 2 — Bid Phase $ 59,995 Phase 3 — Construction Phase $ 440,520 Phase 4 — Resident Project Rep. FUTURE Total Basic Services $1,529,180 DESIGNATED RE PRESENTATIVE& FII and OWNER designate the following representatives: t7 ER's Designated Representative — MMMM FNI's Accounting Representative — Marnun Yusuf, RE. Senior Engineer — Water Production Division City of Denton 9401 Lake Ray Roberts Dam Road Aubrey, Texas 76227 940-349-7523 n1q!1mq',yqsu FO)c i typ fd en ton. corn , . . . ........ .. .......... " David Jackson, P.E., BCEE Vice President 2711 N. Haskell Ave, Suite 3300 Dallas, TX 75204 214-217-2257 David.Jackson@freese.com Sharon James 4055 International Plaza, Suite 200 Fort Worth, TX 76109 817-735-7298 "'0idre"Se,c oj),Aulc ­, ... ...... - ­om ­ RFQ#6305 30 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A RESIDENT PROJECT IZEPRE, SENTATION A. The OWNER will have a Resident Project Representative on the Site. If the OWNER chooses to have FNI provide these services, the duties, responsibilities and the limitations of authority of the Resident Project Representative, and designated assistants, are as follows: Resident Project Representative is FNI's agent at the site, will act as directed by a under the supervision of FNI, and will confer with FNI regarding Resident Proje Representative's actions. Resident Project Representative's dealings in matte pertaining to the on-site Work shall in general be with FNI and Contractor, keepi ] OWNER advised as necessary. Resident Project Representative's dealings wi Contract Resident Project Representative shall generally communicate with OWNER with t knowledge of and under the direction of FNI. I Schedules: Review the progress schedule, schedule of Shop Drawing submittals and schedules of values prepared by Contractor and consult with FNI concerning acceptability. 2. Conferences and Meetings: Attend meetings with Contractor, such as preconstruction conferences, progress meetings, job conferences and other project -related meetings, and prepare and circulate copies of minutes thereof. a, Serve as FNI's liaison with Contractor, working principally through Contractor superintendent and assist in understanding the intent of Contract Documents; a 10 assist FNI in serving as OWNER's liaison with Contractor when Contractor operations affect OWNER's on-site operations. I b. Assist in obtaining from OWNER additional details or information, when requir for proper execution of the Work. i M =I b. Receive Samples which are furnished at the Site by Contractor, and notify FNI of availability of Samples for examination. C. Advise FNI and Contractor of the commencement of any Work requiring a Shop Drawing or Sample if the submittal has not been approved by FNI. RFQ#6305 31 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A a. Conduct on-site observations of the Work in progress to determine if the Work in general proceeding in accordance with the Contract Documents. i Report to FNI whenever Resident Project Representative believes that any Work will not produce a completed Project that conforms generally to the Contract roject as a Rifill!!Mingl7noie as maicaLca in t?! -777R= damaged, or does not meet the requirements of any inspection, test or approval required to be made; and advise FNI of Work the Resident Project Representative believes should be corrected or rejected or should be uncovered for observation, or requires special testing, inspection or approval. Verify that tests, equipment and systems start-up and operating and maintenance personnel, and the Contractor maintains adequate records thereof, and observe record and report to FNI appropriate details relative to the test procedures and start-ups. Accompany visiting inspectors representing public or other agencies having jurisdiction over the Project, record the results of these inspections and report to FNI. 6. Interpretation of Contract Documents: Report to FNI when clarifications and interpretations of the Contract Documents are needed and transmit to Contractor clarificM'.ions and interpretations as issued by FNI. 7. Request for Revisions: Consider and evaluate Contractor's suggestions for revisions to Drawings or Specifications and report with Resident Project Representative's recommendations to FNI. Transmit to Contractor in writing decisions as issued by FNI. a. Maintain at thejob site orderly files for correspondence, reports ofjob conferences, Shop Drawings and Samples, reproductions of original Contract Documents, including all Work Change Directives, Addenda, Change Orders, Field Orders, Written Amendments, additional Drawings issued subsequent to the execution of the Contract, FNI's clarifications and interpretations of the Contract Documents, progress reports, submittals and correspondence received from and delivered to Contractor and other Project related documents. Furnish to FNI periodic reports as required of progress of the work and of Contractor's compliance with the progress schedule and schedule of Shop Drawings and Sample submittals. RFQ#6305 32 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A b. Consult with FNI in advance of scheduled major tests, inspections or start of important phases of the Work. C. Draft proposed Written Amendments, Change Orders and Work Change Directives, obtaining backup material from Contractor and recommend to FNI Written Amendments, Change Orders, Work Change Directives, and Field Orders. I R I! Ili I I IF 11 ii ii 10. Payment Requests: Review Applications for Payment with Contractor for complian," with the established procedure for their submission and forward with recommendatio to OWNER, noting particularly the relationship of the payment requested to the schedul.. of values, Work completed and materials and equipment at the Site but not incorporatil in the , 11. Certificates, Maintenance and Operation Manuals: During the course of the Work, verify that certificates, maintenance and operation manuals and other data required to be assembled and furnished by Contractor are applicable to the items actually installed and in accordance with the Contract Documents, and have this material delivered to FNI for review and forwarding to OWNER prior to final payment for the Work. 9900TRITIV MI, a. Before FNI issues a Certificate of Substantial Completion, submit to Contractor list of observed items requiring completion or coff ection. I b. Observe whether Contractor has performed inspections required by laws regulations, ordinances, codes or order applicable to the Work, including but n limited to those to be performed by public agencies having jurisdiction over till Work. C. Conduct a final inspection in the company of FNI, OWNER and Contractor a prepare a final list of items to be completed or corrected. I & Observe whether all items on final list have been completed or corrected and make recommendations to FNI concerning acceptance. 1. Shall not authorize any deviation from the Contract Documents or substitution of materials or equipment (including "or -equal" items), unless authorized by FN1. 2. Shall not exceed limitations of FNI's authority asset forth in Agreement or the Contract Documents. 3. Shall not undertake any of the responsibilities of Contractor, Subcontractor, Suppliers, or Contractor's superintendent. RFQ#6305 33 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit A 4. Shall not advise on, issue directions relative to or assume control over any aspect of the means, methods, techniques, sequences or procedures of construction unless such advice or directions are specifically required by the Contract Documents, 5. Shall not advise on, issue directions regarding or assume control over safety precautions and programs in connection with the Work or any activities or operations of OW-I\MR or Contractor. 6. Shall not accept shop drawing or sample submittals from anyone other than the Contractor. 7. Shall not participate in specialized field or laboratory tests or inspections conducted by others, except as specifically authorized by FNI. RFQ#6305 34 November 8,JOD Mamun Yusuf, P.E. Senior Engineer City nfDenton 94U1Lake Ray Roberts Dam Rd. Aubrey, Texas 76227 Re: Lake Lewisville VVTPPhase UImprovements Proposed Scope and Fee Dear Mr. Yusuf: Freese and Nichols (Consultant) is pleased to submit our official proposed scope and fee tnthe City of Denton (Ovvner)for the Lake Levvsvi||eVVTP Phase || Improvements Project. Our proposal is provided in the attached pages. David R. Jacks n, P. BCEE Vice President cc: Robyn Forsyth, City of Denton Attachments RFO#naoo 35 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 Exhibit B Narrative on Scope and Assumptions The City of Denton (OWNER) desires to conduct final design, bid phase, and construction phase services for the Phase H rehabilitation of the Lake Lewisville Water Treatment Plant (LLWTP). The project includes the following major work elements: 1. New WTP High Service Pump Station Electrical Switchgear and Office Building: Design of a new building, either adjacent to the existing LLWTP Administration building and entry road, or located at the site of the recently demolished Clearwell l location. Major design elements will include: a. Evaluation of the two alternative site locations and impact on cost and functionality of the facilities. b. New electrical building with Main -tie -Main switchgear configuration and MCC's for six (6) existing high service pumps and the existing backup backwash pump at the plant. This room shall be air conditioned for improved maintenance. c. Air-conditioned room with a raised floor within the electrical building to serve as a primary communication hub. The communication room will include OWNER fiber, a corporate server, and a new server for primary SCADA for each plant (LLWTP and Ray Roberts WTP). d. Six new office spaces, primarily located upstairs to serve the Plant Superintendent, Senior Engineer, SCADA Supervisor, SCADA Network, Administrative Assistant, and SCADA/PLC System Integrator. e. A small conference room capable of seating up to 10 persons. This room will depend on the outcome from l.c. and l.d. above. f A break room with adequate staff tables, sink and microwave area for lunches and other breaks, along with a stove and full-size refrigerator. g. Men's and women's bathrooms. h. A storage room for map and paper file storage and copy room. i. Appropriate entrance road, parking, ingress, and egress to the new facilities. Existing entrance road will be resurfaced. j. ADA compliant facilities. k. Additional security for the building including appropriate video surveillance, security features, and a fence detection system for the plant fence. 2. Administration Building, Clearwell and High Service Pump Station Modifications: a. Replace existing bathroom partitions, bathroom sink areas and lockers in the Administration Building. b. Replace front doors and add electric hinge access control system locks. c. Update existing break room (cabinets, appliances, stove, etc.) d. Replace lighting in the shop area of the Administration Building with LED lighting. e. Replace metal staircases to and from the High Service Pump Station (HSPS) room (two total). f Install a new concrete staircase from the HSPS room along the wall to the front door area of the building. g. Blast and re -paint piping in HSPS and Header Room (between pipe gallery and pump room), and replace all bolts and gaskets on suction and discharge piping, fittings, and valves. RFQ#6305 36 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 Exhibit B h. Blast and grout rub all walls for HSPS and Header Room. i. Add roof drain downspout nozzles to existing roof drain pipes for Administration Building and Chemical Building No. 2. j. Evaluate and design ventilation system for HSPS. k. Rehabilitate or rebuild crane in HSPS. 1. Demolish old HSPS electrical switchgear and MCC's replaced in Item 1 above. m. Replace existing HSPS metering vaults, including vault, venturi meters, lights, ventilation, sump pumps, etc. and improve operating and maintenance access for the vaults. n. Replace valves, PRVs and double-check assemblies on discharge piping in Header Room. o. Replace four (4) 36" suction side valves — two (2) on the clearwell lines in yard (OWNER will provide the valves) — and two (2) for High Service Pumps #5 and #6 (Supplied by Contractor). p. Replace three (3) 36" valves for the pump station discharges. q. Replace two (2) total 24" valves on Pump #5 and #6 discharges (OWNER will provide the valves). r. Install isolation gates valves and electric actuated butterfly valves on the discharge of HSPS pumps #1 and #4. s. Use STOPPLE Train or similar line isolation to facilitate valve replacements. Place isolations so that the Contractor can replace one (1) 36" gate valve and one (1) 30" gate valve on the distribution lines outside LLWTP property. t. Replace the access panels, lighting, and accessories within the vaults of HSPS pumps #5 and #6 and resurface the top deck of the vaults where delaminated. u. Replace the drive area between the clearwells and by the high service pump station with a new asphalt driveway. v. Evaluate and design drainage improvements around the existing clearwells. 3. WTP Filter and Chemical Feed Modifications: a. Replace actuators on the filter drain and effluent lines with simplified "open/close" actuators. b. Evaluate and design improvements to resolve inadequate mixing of fluoride, chlorine, and ammonia feed into the treated water before the clearwells for chloramine disinfection. c. Evaluate and design method and sequence of construction to remove calcium buildup or replace the 30" filtered water line from filter pipe gallery to ammonia/fluoride mixing area. Replace bolts on bottom of tee in pipe gallery. d. Blast interior of 30" filtered water line and identify method for recoating of interior of the line. e. Blast and paint coagulated water lines and replace gaskets/bolts, etc. f Relocate sample tap and plumbing for Free Chlorine residual. g. Replace five (5) metal handrails and stairs in the filter gallery and filter area (interior and exterior). h. Grout rub filter gallery and filter operating area walls for uniform appearance. i. Blast and coat edges of filters to match epoxy floor. RFQ#6305 37 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 Exhibit B j . Evaluate and design method to hide damaged ceiling insulation in filter operating area. k. Evaluate and design ventilation system for filter pipe gallery. 1. Provide a landing platform and staircase from the northern double doors of the filter area to the blower building. m. Replace existing polymer feeders and tie them into the existing SCADA system for control. n. Paint walls in chemical buildings to match the previously rehabilitated (Phase I) adjacent areas. 4. Lake Lewisville Raw Water Pump Station (LLRWPS) Facilities Improvements: a. Relocate transformers to allow additional space next to the existing pump station for construction of chemical feed improvements for zebra mussel control. b. Remove existing potassium permanganate feed facilities to allow construction of new chemical feed system in Item 5 below. c. Replace roof and gutters on the pump station. d. Restore any wall penetrations and add new roof ventilation system with air intakes low and forced exhaust on the roof to eliminate short circuiting. e. Replace existing windows. f Rehabilitate/repair overhead crane. g. Initial site visit and discussion with staff indicate no structural instability related to soils around pump station building. If contrary evidence appears during the project, more detailed investigations can be performed as an Additional Service. As part of Basic Services, identify options to fill voids under cantilevered portions of building floor. h. The existing wet well is showing signs of corrosion and decay, and the inlet valves are inadequately anchored for operation. Replace grating in the existing wet well area, rehab/replace existing ship's ladder, upgrade wet well lighting, and improve design of hold down struts for the inlet valves. i. Add a middle intake or modify lower intake at the intake structure and add piers to the top and middle intakes. Replace the existing intake gates, stems, and actuators, and modify controllers to allow control of the gates from the pump room using a portable drive system or add actuators on grade level for remote operation. j . Install a new vault and actuated butterfly valve (including power and control to new vault) for the #4 pump discharge (OWNER will supply the vault and valve). Vault floor and sump will be added by Contractor. k. Replace the low service pump check valves and associated couplings and related equipment for all pumps. Blast and repaint all wetwell level piping. 1. Add an electric gate operator at the main entrance gate and provide new concrete drive on either side of the entrance gate for required gate loops. m. Replace pump station interior and exterior lighting with LED lighting. n. Relocate the existing pedestrian entrance door and replace the roll -up door with a full- size roll -up. o. Replace the existing surge valve. p. The bypass valve was installed to provide a reduced flow option during low demand periods. Due to the exposed location, it is subject to freezing. Provide a new hot -box type structure around the existing bypass valve to weatherproof the valve and lines, and provide lifting eyes and access panels for maintenance. RFQ#6305 38 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 Exhibit B q. Install lightning protection on the associated buildings and facilities. 5. Lake Lewisville and Ray Roberts RWPS Zebra Mussel Improvements: Install new permanent chemical feed facilities for zebra mussel control at both the Lake Lewisville and Ray Roberts Raw Water Pump Stations, using permanent sodium permanganate feed systems and Copper Ion Generation feed system, consistent with the recommendations of the 2016Manual for Control, Operation, and Maintenance of Zebra Mussels. b. Install a new chemical feed building at the Lake Lewisville RWPS to house zebra mussel control chemical feed equipment, including a separate air-conditioned room for electrical, controls and communication equipment. Install new PLC in this building that controls new chemical feed facility along with existing pump station controls. Building shall be located adj acent to the pump station in the general area of the existing transformers. c. Provide potable water for Lake Lewisville raw water pump station shower/eyewash stations and as carrier water for the permanganate feed. d. Incorporate zebra mussel controls for all intakes at the Lake Lewisville Raw Water Pump Station. Install a new chemical feed building at the Lake Ray Roberts RWPS to house zebra mussel control chemical feed equipment. Building shall be located adjacent to the pump station in the area to the north. f. Add carrier water at the Ray Roberts RWPS to allow a chemical feed point for zebra mussel control in the 60" valve vault near the outlet channel. g. Provide potable water from the Ray Roberts WTP, using a nominal 4" pipeline, to provide adequate flow for flushing activities. Include potable water to shower/eyewash stations and as carrier water for the permanganate feed. h. Evaluate and design improvements to the raw water feed line to facilitate mussel maintenance, including a means of draining the low point of the existing 60" pipeline, providing improved actuation of the 60" valve, and actuating the 12" drain valve. ARTICLE I - BASIC SERVICES: FNI shall render the following professional services for the development of the Project: A. Phase 1 - Final Design: 1. Meet with OWNER: (1) to review the scope of services, (2) to verify OWNER's requirements for the Project, and (3) to review and update available data. 2. Perform general administrative duties associated with the project including progress monitoring and monthly progress reporting, scheduling, general correspondence, documentation, office administration and invoicing for the scope items identified below. These duties include maintaining routine contact with the OWNER to help meet the needs of the OWNER in a timely manner, and executing the work in accordance with the work plan, budget, and schedule. 3. Advise OWNER as to the necessity of OWNER's providing or obtaining data or services from others, and assist OWNER regarding any such services, for any services outside this scope of work. 4. Incorporate appropriate design standards and elements as identified from the Phase I Rehabilitation project to match new construction to the extent possible. RFQ#6305 39 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 Exhibit B Perform process and hydraulic calculations consistent with design standards of TCEQ Chapter 290 requirements to size all treatment elements for final recommended alternative. Document calculations and any proposed variances to TCEQ rules for regulatory approvals. 6. Develop updated opinions of probable construction cost for the selected design. 7. Provide detailed Topographic Surveying of the LLWTP, LLRWPS and LRR RWPS sites, as required for the design phase. 8. Provide a Geotechnical Investigation and Geotechnical Engineering Report of the LLWTP new building sites, as required for the design phase. 9. Meetings and Site Visits: a. Conduct bi-monthly progress meetings, up to a maximum of five (5) meetings during the design phase. b. Conduct up to two (2) additional site visits by the engineering team to the WTP and/or pump stations, for coordination on detailed design aspects for completion of the project. c. Conduct workshops with the OWNER during the Design Phase. FNI will submit relevant drawings, specifications, and detailed data for each review workshop two weeks prior to the workshop dates to allow the OWNER adequate time for review and comment. i. 30% design level QC workshop including constructability reviews ii. 60% design level QC workshop including constructability reviews. iii. 90% design level QC workshop including constructability reviews and construction sequencing discussions. iv. All workshops will be conducted at the OWNER's offices at the LLWTP. 1. Prepare drawings, specifications, Construction Contract Documents, designs, and layouts of improvements to be constructed for each milestone submittal described above and for the final construction contract documents. For the purposes of design planning, the design is assumed to include the major items listed in the narrative and assumptions above. If alternative design elements are chosen, then any additional engineering effort which may be required to incorporate the alternative would be an Additional Service. 2. Plans and Specifications for any potentially occupied building will be submitted through the OWNER's planning and development process for construction permitting. The OWNER will coordinate on obtaining all City of Denton permits for construction. 3. Advise OWNER of need for and recommend scope of any additional subsurface investigations, special analysis, hydraulic model studies, underwater exploration and mapping, etc., and the retention of special consultants beyond those identified in these Basic Services. The cost of such services shall be paid by OWNER and are not included in the services performed by FNI. 4. Furnish OWNER, when requested, the engineering data necessary for applications for routine permits required by local, state, and federal authorities. Preparation of applications and supporting documents for government grants, TWDB or other funding, or for planning advances is an Additional Service. RFQ#6305 40 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 Exhibit B 5. Detailed design elements shall be developed using AutoCAD software, coordinating with the OWNER on the detailed mechanical, equipment and structures and the development of plan sheets for bidding purposes. 6. Submit drawings, specifications, design documentation and Construction Contract Documents to the applicable federal and state agency(s) for regulatory approval, where required. Submit drawings for the new building improvements to the Texas Department of Licensing and Regulation for required ADA compliance rule reviews and associated approvals, and to the OWNER's Planning and Development Department for review of building facilities. 7. This project assumes the use of the OWNER's standard construction documents including the General Conditions. FNI will use its technical standards for drawings and technical specifications. FNI will coordinate with the OWNER for any changes to match required spec standards in the Supplemental Conditions and Front -End Documents. This assumes the project is delivered using standard Design -Bid -Build. 8. Furnish such information necessary to utility companies whose facilities may be affected or services may be required for the Project. 9. Prepare revised opinion of probable construction cost for the 30%, 60%, 90% and 100% design completion levels. 10. Prepare bidder's proposal forms (project quantities) of the improvements to be constructed. 11. Furnish OWNER five (5) half-size sets and one electronic PDF copy of drawings, specifications, and bid proposals for each submittal review and workshop above, for review and approval by OWNER. Upon final approval by OWNER, FNI will provide OWNER five (5) half-size sets and one electronic PDF copy of "Final" sealed drawings and in CAD file format. B. Phase 2 — Bid Phase Services Bid phase services assume the project is constructed based on a standard Design -Bid -Build appraoch. Upon completion of the design services and approval of Final drawings and specifications by OWNER, FNI will proceed with the performance of services in this phase as follows: 1. Issue a Notice to Bidders for the OWNER to distribute to prospective contractors and vendors, and to selected plan rooms, using the OWNER's standard bid process. Provide a copy of the notice to bidders for OWNER to use in notifying construction news publications and publishing appropriate legal notice. The cost for publications shall be paid by OWNER. 2. Distribution of bid documents to selected plan rooms, and to prospective bidders that respond to the Notice to Bidders shall follow the OWNER's standard bid procedure. FNI shall provide up to ten (10) sets of Bid Documents (three (3) full-size and seven (7) half- size) for the OWNER's use, and coordinate with the OWNER's procurement process for distribution of Contract Documents to prospective bidders and notification to plan rooms. 3. Communicate with potential bidders as required by the OWNER's standard bid process. 4. Assist OWNER by responding to questions and interpreting bid documents. Prepare and issue addenda, if necessary, to the bid documents and distribute to plan holders following the OWNER's standard bid process. 5. At Owner request, FNI will assist Owner in the opening, tabulating, and analyzing the bids received. Review the qualification information provided by the apparent low bidder to determine if, based on the information available, they appear to be qualified to construct the project. Recommend award of contracts or other actions as appropriate to RFQ#6305 41 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 Exhibit B be taken by Owner. Pre -qualification of all prospective bidders and issuing a list of eligible bidders prior to the bid opening is an additional service. 6. Assist the OWNER in conducting two (2) separate pre-bid conferences for the construction project and coordinate responses with OWNER. Response to the pre-bid conference will be in the form of addenda issued after the conference. Attend the tour of the project site after the pre-bid conference. 7. Develop an example "Construction Sequence" presentation, demonstrating to potential Contractors possible methodologies for sequencing construction events. FNI will also provide special procedures and construction constraints, clearly identified in the plans, specs and in the presentation, to define limitations for the Contractor to take any unit process or plant facility out of service for construction. 8. Assist OWNER in the preparation of Conformed or "As -Bid" Construction Contract Documents. Conformed plans and specifications shall incorporate any changes from addendum into the final electronic documents and the documents shall be reprinted with the appropriate changes notated and clouded per FNI record drawing standards. Provide ten (10) half-size sets of Conformed for Construction Contract Documents which include information from the apparent low bidders bid documents, legal documents, and addenda bound in the documents for execution by the OWNER and construction contractor. Distribute five (5) copies of these documents and one electronic PDF copy to the contractor with a notice of award that includes directions for the execution of these documents by the construction contractor. Provide OWNER with the remaining five (5) copies and one electronic PDF copy of these documents for use during construction. Additional sets of documents can be provided as an additional service. 9. Furnish contractor copies of the drawings and specifications for construction pursuant to the General Conditions of the Construction Contract. C. Phase 3 — Construction Phase Services: Upon completion of the bid or negotiation phase services, FNI will proceed with the performance of construction phase services as described below. FNI will endeavor to protect OWNER in providing these services however, it is understood that FNI does not guarantee the Contractor's performance, nor is FNI responsible for supervision of the Contractor's operation and employees. FNI and its subconsultants shall not be responsible for the means, methods, techniques, sequences, or procedures of construction selected by the Contractor, or any safety precautions and programs relating in any way to the condition of the premises, the work of the Contractor or any Subcontractor. FNI and its subconsultants shall not be responsible for the acts or omissions of any person (except its own employees or agents) at the Project site or otherwise performing any of the work of the Project. 1. Assist OWNER in conducting one (1) pre -construction conference with the selected Contractor, review construction schedules prepared by the Contractor pursuant to the requirements of the construction contract, and proposed construction. The construction contractor shall submit pay requests as per this contract. Upon review FNI will recommend approval or rejection of the request submitted to the OWNER. 2. Establish communication procedures with the OWNER and Contractor. Submit monthly reports of construction progress. Reports will describe construction progress in general terms and summarize project costs, payments made, construction schedule and pending and approved contract modifications. 3. Establish and maintain a project documentation system, consistent with the requirements of the construction contract documents. Monitor the processing of contractor's submittals and provide for filing and retrieval of project documentation. Produce monthly reports RFQ#6305 42 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 Exhibit B indicating the status of all submittals in the review process. Review and respond to contractor's submittals, including, requests for information, modification requests, shop drawings, schedules, and other submittals in accordance with the requirements of the construction contract documents for the projects. Monitor the progress of the contractor in sending and processing submittals to see that documentation is being processed in accordance with schedules. 4. Based on FNI's observations as an experienced and qualified design professional and review of the Payment Requests and supporting documentation submitted by Contractor, determine the amount that FNI recommends Contractor be paid on monthly and final estimates, pursuant to the General Conditions of the Construction Contract. 5. Make up to twenty (20) monthly visits to the construction site (as distinguished from the continuous services of a Resident Project Representative) to observe the progress and the quality of work and to attempt to determine in general if the work is proceeding in accordance with the Construction Contract Documents. In this effort FNI will endeavor to protect the OWNER against defects and deficiencies in the work of Contractors and will report any observed deficiencies to OWNER. Visits to the site more than the specified number are an additional service. 6. Make up to ten (10) additional visits to the site, non -concurrent with the monthly site visits and meetings, to provide additional specialty observation or inspection as may be required for the project. 7. Provide up to a maximum of 600 hours of on-site construction inspection (as distinguished from the continuous services of a full time Resident Project Representative). This effort will involve weekly visits to the sites for review and inspection of ongoing progress, and coordination with the Contractor. 8. Notify the contractor of non -conforming work observed on site visits. Review quality related documents provided by the contractor such as test reports, equipment installation reports or other documentation required by the Construction contract documents. 9. Coordinate the work of testing laboratories and inspection bureaus required for the testing or inspection of materials, witnessed tests, factory testing, etc. for quality control of the Project. The cost of such quality control shall assigned as an allowance to the construction contract documents and is not included in the services to be performed by FNI. 10. Interpret the drawings and specifications for OWNER and Contractor(s). Investigations, analyses, and studies requested by the Contractor(s) and approved by OWNER, for substitutions of equipment and/or materials or deviations from the drawings and specifications is an additional service. 11. Establish procedures for administering constructive changes to the construction contracts. Process contract modifications and negotiate with the contractor on behalf of the OWNER to determine the cost and time impacts of these changes. Prepare change order documentation for approved changes for execution by the OWNER. Documentation of field orders, where completion schedule or cost to OWNER is not impacted, will also be prepared. Investigations, analyses, studies, or design for substitutions of equipment or materials, corrections of defective or deficient work of the contractor or other deviations from the construction contract documents requested by the contractor and approved by the OWNER are an additional service. Substitutions of materials or equipment or design modifications requested by the OWNER are an additional service. 12. Prepare documentation for contract modifications required to implement modifications in the design of the project. Receive and evaluate notices of contractor claims and make recommendations to the OWNER on the merit and value of the claim based on information submitted by the Contractor or available in project documentation. Endeavor to negotiate RFQ#6305 43 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 Exhibit B a settlement value with the Contractor on behalf of the OWNER if appropriate. Providing these services to review or evaluate construction contractor(s) claim(s), supported by causes not within the control of FNI are an additional service. 13. Assist in the transfer of and acceptance by the construction contractor of any OWNER furnished equipment or materials. 14. Conduct, in company with OWNER's representative, a final review of the Project for conformance with the design concept of the Project and general compliance with the Construction Contract Documents. Prepare a list of deficiencies to be corrected by the Contractor before recommendation of final payment. Assist the OWNER in obtaining legal releases, permits, warranties, spare parts, and keys from the Contractor. Review and comment on the certificate of completion and the recommendation for final payment to the Contractor(s). Visiting the site to review completed work more than two trips are an additional service. 15. Revise the construction drawings in accordance with the information furnished by construction Contractor(s) reflecting changes in the Project made during construction. Five (5) half-size sets of prints of these Record Drawings and one (1) full size mylar prints shall be provided by FNI to OWNER. All digital record drawing and CAD files will be provided to the OWNER via electronic submission. D. Phase 4 — Full Time Resident Proiect Representative 1. The OWNER will make a determination at a later date as to whether these services will be provided by FNI or by others. If it is determined that FNI will provide these services, then the scope and effort associated with those services will be added as an Additional Service to the project. ARTICLE 11 ADDITIONAL SERVICES: Additional Services to be performed by FNI, if authorized by OWNER, which are not included in the above described basic services, are described as follows: A. Field layouts or the furnishing of construction line and grade surveys. B. GIS mapping services or assistance with these services. C. Making property, boundary and right-of-way surveys, preparation of easement and deed descriptions, including title search and examination of deed records. D. Providing services to investigate existing conditions or facilities, or to make measured drawings thereof, or to verify the accuracy of drawings or other information furnished by OWNER. E. Providing renderings, model, and mock-ups requested by the OWNER. F. Revising drawings, specifications or other documents when such revisions are 1) not consistent with approvals or instructions previously given by OWNER or 2) due to other causes not solely within the control of FNI. G. Providing consultation concerning the replacement of any Work damaged by fire or other cause during the construction, and providing services as may be required regarding the replacement of such Work. H. Investigations involving consideration of operation, maintenance and overhead expenses, and the preparation of rate schedules, earnings and expense statements, feasibility studies, appraisals, evaluations, assessment schedules, and material audits or inventories required RFQ#6305 44 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 Exhibit B for certification of force account construction performed by OWNER. I. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. J. Providing shop, mill, field or laboratory inspection of materials and equipment. Observe factory tests of equipment at any site remote to the project or observing tests required because of equipment failing the initial test. K. Conducting pilot plant studies or tests. L. Conducting operator training. M. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or any mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. N. Furnishing the services of a Resident Project Representative to act as OWNER's on-site representative during the Construction Phase, beyond the hours listed for part-time construction inspection. The Resident Project Representative will act as directed by FNI to provide more extensive representation at the Project site during the Construction Phase. Through more extensive on-site observations of the work in progress and field checks of materials and equipment by the Resident Project Representative and assistants, FNI shall endeavor to provide further protection for OWNER against defects and deficiencies in the work. Furnishing the services of a Resident Project Representative is subject to the provisions of Article I, D and Attachment RPR. If OWNER provides personnel to support or to conduct the activities of the Resident Project Representative, the duties, responsibilities, and limitations of authority of such personnel will be set forth in an Attachment attached to and made a part of this Agreement before the services of such personnel are begun. It is understood and agreed that such personnel will work under the direction of and be responsible to the Resident Project Representative. OWNER agrees that whenever FNI informs him in writing that any such personnel provided by the OWNER are, in his opinion, incompetent, unfaithful or disorderly, such personnel shall be replaced. O. Furnishing Special Inspections required under chapter 17 of the International Building Code. These Special Inspections are often continuous, requiring an inspector dedicated to inspection of the individual work item, and they are in addition to General Representation and Resident Representation services noted elsewhere in the contract. These continuous inspection services can be provided by FNI as an Additional Service. P. Assisting OWNER in preparing for, or appearing at litigation, mediation, arbitration, dispute review boards, or other legal and/or administrative proceedings in the defense or prosecution of claims disputes with Contractor(s). Q. Performing investigations, studies, and analyses of substitutions of equipment and/or materials or deviations from the drawings and specifications. R. Assisting OWNER in the defense or prosecution of litigation relating to or in addition to those services contemplated by this Agreement. Such services, if any, shall be furnished by FNI on a fee basis negotiated by the respective parties outside of and in addition to this Agreement. RFQ#6305 45 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 Exhibit B S. Providing environmental support services including the design and implementation of ecological baseline studies, environmental monitoring, impact assessment and analyses, permitting assistance, and other assistance required to address environmental issues. T. Performing investigations, studies, and analysis of work proposed by construction contractors to correct defective work. U. Design, contract modifications, studies or analysis required to comply with local, State, Federal or other regulatory agencies that become effective after the date of this agreement. V. Services required to resolve bid protests or to rebid the projects for any reason. W. Visits to the site more than the number of trips included in Article I for periodic site visits, coordination meetings, or contract completion activities. X. Any services required because of default of the contractor(s) or the failure, for any reason, of the contractor(s) to complete the work within the contract time. Y. Providing services after the completion of the construction phase not specifically listed in Article I. Z. Providing basic or additional services on an accelerated time schedule. The scope of this service includes cost for overtime wages of employees and consultants, inefficiencies in work sequence and plotting or reproduction costs directly attributable to an accelerated time schedule directed by the OWNER. AA. Providing services made necessary because of unforeseen, concealed, or differing site conditions or due to the presence of hazardous substances in any form. BB. Providing services to review or evaluate construction contractor(s) claim(s), provided said claims are supported by causes not within the control of FNI. CC. Providing value engineering studies or reviews of cost savings proposed by construction contractors after bids have been submitted. DD. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. EE. Provide follow-up professional services during Contractor's warranty period except as specifically provided in Article I. ARTICLE III TIME OF COMPLETION: FNI is authorized to commence work on the Project upon execution of this Agreement and agrees to complete the services in accordance with the following schedule: Final Design Phase - 10 months from completion of Preliminary Design Phase Bid Phase - 3 months from completion of Final Design Phase Construction Phase - 18 months from Contractor NTP Resident Representation Phase - Concurrent with Construction Phase (Not part of this Scope) If FNI's services are delayed through no fault of FNI, FNI shall be entitled to adjust contract schedule consistent with the number of days of delay. These delays may include but are not limited to delays in OWNER or regulatory reviews, delays on the flow of information to be provided to FNI, delays by the construction contractor not within the control of FNI, governmental approvals, etc. These delays may result in an adjustment to compensation as outlined on the face of this Agreement and in Attachment CO. RFQ#6305 46 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 Exhibit B ARTICLE IV RESPONSIBILITIES OF OWNER: OWNER shall perform the following in a timely manner so as not to delay the services of FNI: A. OWNER recognizes and expects that certain Change Orders may be required. Unless noted otherwise, the OWNER shall budget a minimum of 5% for new construction and a minimum of 10% for construction that includes refurbishing existing structures. Further, OWNER recognizes and expects that certain Change Orders may be required to be issued as the result in whole or part of imprecision, incompleteness, errors, omission, ambiguities, or inconsistencies in the Drawings, Specifications, and other design documentation furnished by Engineer or in the other professional services performed or furnished by FNI under this Agreement ("Covered Change Orders"). Accordingly, OWNER agrees to pay for Change Orders and otherwise to make no claim directly or indirectly against FNI based on professional negligence, breach of contract, or otherwise with respect to the costs of approved Covered Change Orders unless the aggregate costs of all such approved Covered Change Orders exceed 2% for new construction and 4% for reconstruction. Any responsibility of FNI for the costs of Covered Changed Orders in excess of such percentage will be determined based on applicable contractual obligations and professional liability standards. For purposes of this paragraph, the cost of Covered Change Orders will not include: any costs that OWNER would have incurred if the Covered Change Order work had been included originally in the Contract Documents and without any other error or omission of FNI related thereto, Any costs that are due to unforeseen site conditions, or Any costs that are due to changes made by the OWNER. Any costs that are due to the Contractor Nothing in this provision creates a presumption that, or changes the professional liability standard for determining if, FNI is liable for the cost of Covered Change Orders in excess of the percent of Construction Cost stated above or for any other Change Order. Wherever used in this document, the term Engineer includes FNI's officers, directors, partners, employees, agents, and subconsultants. B. Designate in writing a person to act as OWNER's representative with respect to the services to be rendered under this Agreement. Such person shall have contract authority to transmit instructions, receive information, interpret, and define OWNER's policies and decisions with respect to FNI's services for the Project. C. Provide all criteria and full information as to OWNER's requirements for the Project, including design objectives and constraints, space, capacity and performance requirements, flexibility and expandability, and any budgetary limitations; and furnish copies of all design and construction standards which OWNER will require to be included in the drawings and specifications. D. Assist FNI by placing at FNI's disposal all available information pertinent to the Project including previous reports and any other data relative to design or construction of the Proj ect. RFQ#6305 47 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 Exhibit B E. Arrange for access to and make all provisions for FNI to enter upon public and private property as required for FNI to perform services under this Agreement. F. Examine all studies, reports, sketches, drawings, specifications, proposals, and other documents presented by FNI, obtain advice of an attorney, insurance counselor and other consultants as OWNER deems appropriate for such examination and render in writing decisions pertaining thereto within a reasonable time so as not to delay the services of FNI. G. Furnish approvals and permits from all governmental authorities having jurisdiction over the Project and such approvals and consents from others as may be necessary for completion of the Project. H. Provide such accounting, independent cost estimating and insurance counseling services as may be required for the Project, such legal services as OWNER may require or FNI may reasonably request with regard to legal issues pertaining to the Project including any that may be raised by Contractor(s), such auditing service as OWNER may require to ascertain how or for what purpose any Contractor has used the moneys paid under the construction contract, and such inspection services as OWNER may require to ascertain that Contractor(s) are complying with any law, rule, regulation, ordinance, code or order applicable to their furnishing and performing the work. I. OWNER shall determine, prior to receipt of construction bid, if FNI is to furnish Resident Project Representative service so the Bidders can be informed. If OWNER designates a person to serve in the capacity of Resident Project Representative who is not FNI or FNI's agent or employee, the duties, responsibilities, and limitations of authority of such Resident Project Representative(s) will be set forth in an Attachment attached to and made a part of this Agreement before the Construction Phase of the Project begins. Said attachment shall also set forth appropriate modifications of the Construction Phase services as defined in Article I, D, together with such adjustment of compensation as appropriate. K. Attend the pre-bid conference, bid opening, preconstruction conferences, construction progress and other job-related meetings and substantial completion inspections and final payment inspections. L. Give prompt written notice to FNI whenever OWNER observes or otherwise becomes aware of any development that affects the scope or timing of FNI's services, or any defect or nonconformance of the work of any Contractor. M. Furnish, or direct FNI to provide, Additional Services as stipulated in Article 11 of this Agreement or other services as required. N. Bear all costs incident to compliance with the requirements of this Article IV. ARTICLE V COMPENSATION Following is the breakdown of the proposed lump sum fees: Phase 1 —Final Design $1,028,665 Phase 2 — Bid Phase $ 59,995 Phase 3 — Construction Phase $ 440,520 Phase 4 — Resident Project Rep. FUTURE RFQ#6305 48 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Total Basic Services ARTICLE VI Exhibit B $1,529,180 DESIGNATED REPRESENTATIVES: FNI and OWNER designate the following representatives: OWNER's Designated Representative — FNI's Designated Representative — FNI's Accounting Representative — Mamun Yusuf, P.E. Senior Engineer — Water Production Division City of Denton 9401 Lake Ray Roberts Dam Road Aubrey, Texas 76227 940-349-7523 MAMun._yusufg ,cityofdenton.com David Jackson, P.E., BCEE Vice President 2711 N. Haskell Ave, Suite 3300 Dallas, TX 75204 214-217-2257 David.Jackson@freese.com Sharon James 4055 International Plaza, Suite 200 Fort Worth, TX 76109 817-735-7298 sharonfames &freese. com RFQ#6305 49 DocuSign Envelope ID: 2A6CA91 E -A1 F2-4D76-889F-EA17C8A95C49 Exhibit B Denton Lake Lewisville WTP Improvements Phase II — Org Chart and Key Team Members i aCITY OF DENTON Name Role Firm Email Thomas Haster Principal in Charge Freese and Nichols TH(Freese.com David Jackson Project Manager Freese and Nichols drlCfreese.com David Sloan Assistant Project Manager Freese and Nichols dws_@freese.com Larry Eckersley QA/QC Freese and Nichols pe@freese.com Kirk Millican Architectural QC Freese and Nichols Kirl<.millican@freese.com Ben Kuhnel Plant QC Arcadis Ben.I<uhnel@arcadis-us.com Mark Graves WTP Process Freese and Nichols Marl<.graves@freese.com Mike Shiflett Geotechnical Freese and Nichols Mil<e.shiflett(ix�freese.com Gail Charles Zebra Mussels Arcadis Gail.charles2arcadis-us.com Nick Landes Hydraulics/CFD Freese and Nichols Nicl<.landes@freese.com Stephen Zeid Architectural Arcadis Ster�hen.zeid(�arcadis-us.com RFQ#6305 50 DocuSign Envelope ID: 2A6CA91E-A1F2-4D76-889F-EA17C8A95C49 Exhibit B David Sablotny Architectural Arcadis David.sablotny@arcadis-us.com John Manning Electrical Engineer Freese and Nichols John.manning freese.com Jeff Hensley Electrical Engineer Freese and Nichols Jeff.Hensley@freese.com Vimal Nair HVAC/Mechanical Eng. Freese and Nichols Vim a �1. n ai �rf r e e s �e.c o rn Brett Bristow Roads and Drainage Freese and Nichols Brett.bris�tow �freese..=om Robert Kinkel Plumbing Freese and Nichols Robert. kLm kel 2f reese.co m Michael Robertson Structural Engineering Freese and Nichols Michael.robertsonj2freese.corn -Ted Gay Constructability Freese and Nichols Led.gayj2freese.com RFQ#6305 51 Certificate Of Completion Envelope Id: 2A6CA91EA1F24D76889FEA17C8A95C49 Subject: Please DocuSign: City Council Contract 6305 Lake Lewisville Phase II WTP Source Envelope: Document Pages: 52 Signatures: 2 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 11/8/2017 2:59:03 PM Signer Events Robyn Forsyth robyn.forsyth@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign David Jackson drj@freese.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 11/9/2017 6:29:28 AM ID:e42bc3c0-82e2-4d92-a3a3-81fee40fffb2 Jennifer DeCurtis jennifer.decurtis@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign 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 Todd Hileman Todd. Hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b 1 f-805d-6bd7d9966f21 Holder: Robyn Forsyth robyn.forsyth@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 VDocw�Signed hy: 1585A941iraM405 Using I P Address: 97.75.108.6 owuftned 5972538AC458409 Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Robyn Forsyth robyn.forsyth@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 11/8/2017 3:10:15 PM Viewed: 11/8/2017 3:10:24 PM Signed: 11/8/2017 3:11:50 PM Sent: 11/8/2017 3:11:52 PM Viewed: 11 /9/2017 6:29:28 AM Signed: 11/9/2017 6:30:38 AM Sent: 11/9/2017 6:30:42 AM Viewed: 11/9/2017 7:19:09 AM Signed: 11/9/2017 11:05:54 AM Sent: 11/9/2017 11:05:56 AM Viewed: 11/9/2017 11:11:44 AM P Signer Events Signature Timestamp Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mamun Yusuf mamun.yusuf@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign in ❑erson Signer Events Editor Deliver❑ Events ❑gent Deliver❑ Events Crhtermediar❑ Deliver❑ Events Certified Deliver❑ Events Caron Cop[] Events Signature Status Status Status Status Status Sherri Thurman sherri.thurman@cityofdenton.com COPIED Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign 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 Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 11/9/2017 6:30:40 AM Sent: 11/9/2017 6:30:41 AM Viewed: 11 /9/2017 6:31:39 AM Caron Cop[] Events Status Timestamp Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sharon James sdj@freese.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign David Sloan DWS@freese.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Tim Fisher tim.fisher@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ❑otar❑ Events Signature Timestamp Envelope Summar❑ Events Status Timestamps Envelope Sent Hashed/Encrypted 11/9/2017 11:05:56 AM ❑allnent Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM Parties agreed to: David Jackson, Todd Hileman ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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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 DEN'rIN Legislation Text File #: ID 17-1638, Version: 1 AGENDA CAPTION Consider adoption of an ordinance amending Chapter 18 of the Code of Ordinances to revise the speed limits along on W. University Drive (US 380) from Bonnie Brae Street to Locust Street or US 77 at the expedited request of Texas Department of Transportation (TxDOT); providing a penalty of a fine not to exceed two hundred dollars ($200.00); providing a severability clause, providing for publication; and declaring an effective date. City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Dent _ on city Hale 41"I&IMMM215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Capital Projects CM/ DCM/ ACM: Mario Canizares DATE: December 5, 2017 SUBJECT Consider adoption of an ordinance amending Chapter 18 of the Code of Ordinances to revise the speed limits along on W. University Drive (US 380) from Bonnie Brae Street to Locust Street or US 77 at the expedited request of Texas Department of Transportation (TxDOT); providing a penalty of a fine not to exceed two hundred dollars ($200.00); providing a severability clause, providing for publication; and declaring an effective date. BACKGROUND The primary criterion used in establishing a speed limit is called the 85h percentile speed which is determined by performing a speed study for calculating the speed at which 85 percent of the vehicles are traveling long a given stretch of roadway. The 85th percentile speed has been determined as being the speed at which a prudent driver, given the type of street, will drive that roadway under normal driving conditions. TxDOT recently conducted a speed study (attached) to determine the 85th percentile speed along the segment of W. University Drive (US 380) between Bonnie Brae Street to Locust Street or US 77. This study was conducted as part of the widening project (two lane facility to a six lane facility) that was recently completed by TxDOT. The segment of US 380 between Bonnie Brae Street and Locust Street or US 77 had a posted speed limit of 35 miles per hour and based on the results of the recent speed study, TxDOT recommends a posted speed limit of 40 mph. The proposed speed limit (40 mph) along the subject segment of US 380 is consistent with the remaining portion of US 380 between US 77 and Bell Avenue that has a posted speed limit of 40 mph. It should be noted that the City received the request from TxDOT in late October after the agenda for the Traffic Safety Commission meeting was finalized. As such, this item was not included in the November committee meeting. The construction along this segment of US 380 has already been completed and TxDOT wants to implement the new speed limit as soon as possible. TxDOT has requested City staff to expedite the approval process for the new speed limit as they want to wrap this project up before the end of this year. Hence, staff is requesting council to consider this item without the recommendation of Traffic Safety Commission. This item will be presented to the Traffic Safety Commission in their scheduled meeting next month. City staff has reviewed the TxDOT speed study and finds the overall results and recommendations acceptable and consistent with state and federal guidelines. US 380 is a state facility and TxDOT plans to implement the proposed speed limit based on the study, approving the implementation of the new speed limit will authorize City staff (Police Department) to enforce this speed limit. As such, staff requests the City Council to approve the updated speed limits on W. University Drive (US 380) from Bonnie Brae Street to Locust Street or US 77. OPTIONS 1. Approve the updated speed limits on W. University Drive (US 380) from Bonnie Brae Street to Locust Street or US 77. 2. Reject the proposed speed limits on W. University Drive (US 380). RECOMMENDATION Staff recommends Option 1. ESTIMATED SCHEDULE OF PROJECT As this segment of W. University Drive (US 380) is under TxDOT jurisdiction and was recently opened to traffic as a six lane facility, the speed limits will be updated by TxDOT. FISCAL INFORMATION The project will be funded by TxDOT. 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: 4.1 Enhance public safety EXHIBITS 1. TxDOT Speed Study 2. Map of W. University Drive (US 380) 3. Ordinance Respectfully submitted: Galen Gillum Director of Capital Projects Prepared by: Pritam Deshmukh Senior Engineer — Traffic *1 0 Ar Te. xas Department 4777 EAST US HIGHWAY 80, MESQUITE, TEXAS 75150-6643 1 214-320-6100 1 ..................'W.I.':.XI Q -1-A ...0 V. October 12, 2017 Control: 0134-09 Highway: US 380 County: Denton Mr. John Davis City Engineer City of Denton 215 East McKinney Denton, TX 76201 Subject: Speed Zones Dear Mr. Davis: Attached for your information and handling is a computer printout of the speed zone study on US 380 in the City of Denton. The speed zone study was done after the completion of the reconstruction project and shows that the recommended speeds correspond to the speeds at which the normal and prudent driver is driving under the existing conditions. To proceed with the changing of the speed limits, TxDOT requires a signed city ordinance matching the zones on the speed study. To assist the City in the preparation of the ordinance, a sample speed zone ordinance has been attached to serve as a guide. Please forward the signed ordinance to our office by November 30, 2017 for further processing. Upon receipt of the ordinance from the City of Denton, TxDOT will furnish and install the necessary signs at the proper locations. Should the City already have an ordinance on file that matches the limits shown on the study, please forward a copy of that to our office for our records. If we may be of further assistance, please feel free to contact Bahman Afsheen, P.E. at the above address or by telephone at 214-320-6229. Sincerely, Andrew R. Oberlander, P.E. District Transportation Operations Engineer Attachments OUR VALUES: People • Accountability • Trust • Honesty OUR MISSION: Through collaboration and leadership, we deliver a safe, reliable, and Integrated transportation system that enables the movement of people and goods. An Equal Opportunity Employer M AN ORDINANCE ALTERING THE PRIMA FACIE SPEED LIMITS ESTABLISHED FOR VEHICLES UNDER THE PROVISIONS OF TRANSPORTATION CODE, SECTION 545.356 UPON HIGHWAY NO . ............................. . . . . ...................... OR PARTS THEREOF, WITHIN THE INCORPORATE LIMITS OF THE CITY AS SET OUT IN THIS ORDINANCE; AND PROVIDING A PENALTY OF AFINENOTT* EXCEED $200.00 FOR THE VIOLATION OF THIS ORDINANCE. WHEREAS,' Section 545.356 of the Texas Transportation" Code, provides that whenever the governing body of the City shall determine upon the basis of an engineering and traffic investigation that any prima facie speed therein set forth is greater or less than is reasonable or safe under the conditions found to exist at any intersection or other place or upon any part of g street or highway within the City, taking into consideration the width and condition of the pavement and other circumstances on such portion of said street or highway, as well as the usual traffic thereon, said governing body may determine and declare a reasonable and safe prima facie speed limit thereat or thereon by the passage of an ordinance, which shall be effective when �iyyrlp,�,ri%JIMMM K1@=q_% n ift street or highway; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF -TEXAS: WKWIUMM2 Upon the basis of an engineering and traffic investigation heretofore made as authorized by the provisions of Transportation Code, Section 545.356, the following prima facie speed limits hereafter indicated for vehicles on the attached Exhibit "A" (strip map) are hereby determined %lifellrep-cli, indicated for vehicles traveling upon the named streets and highways, or parts thereof, described as follows: A. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF TEXAS: 1. That from and after the date of the passage of this speed zone ordinance, no motor within the corporate limits of the City of in excess of speeds now set forth in Exhibit "A". SECTION 2: . . .......... . . . ....... . ...... I The Mayor of ......... ...is hereby authorized to cause to be erected, appropriate signs indicating such speed zones. SECTION 3; Any person violating any of the provisions of this ordinance shall be deemed guilty of a misdemeanor and upon conviction thereof shall be fined in any sum not to exceed Two Hundred Dollars ($200.00). PASSED AND APPROVED THIS DAY OF ........ . . . 1111111111111--.111111 A.D., 20 Um City of . ....... .,-.,--Texas swim= City of .......... . Texas APPROVED AS TO LEGAL FORM: APPROVED: 9312= NMI= City of.. ------------------------------------- Texas City of . ........ ----- _.- Texas -------- City Secretary of the City of - --- — ---- _ .................... . . _ ................. .. Texas, hereby certify that the above and foregoing is a true and correct copy of Ordinance No. ............ . . adopted by the City Council of the City of , Texas, A.D., 20 To certify which, witness my hand and seal of office this ........,,.m.._________ day of A.D., 20 Cityof -- --_------- - ----- - --------- - -- — ------------------ - Texas AVITS Of ZON., 4IIPg!J #w, mu vlmir. lip 1-1 0 Zn," I Nk —R,1141 0 Zt4"-, —n wio-ro N-1. el;ll YS 3 B 0 SECI 09 01!6.1.� .......... M T!5R E5o,W41i, DRAE TO e[ .M Sr. is Nuus, SPEED INJOe GW rmJON Cow", 135 �80 cllf�n MAP 1: IV, AVITS Of ZON., 4IIPg!J #w, mu vlmir. lip 1-1 0 Zn," I Nk —R,1141 0 Zt4"-, —n wio-ro N-1. el;ll CONT, 0134 SECI 09 M T!5R E5o,W41i, DRAE TO e[ .M Sr. SPEED INJOe rmJON Cow", 135 �80 US 380 .. ..... .... . ...... -7, P E L 1) Z 0 t,,,! E ONE CUON TWO '50NN Hr BRAE 0 Fj M '.',I PME m I SnIED STUDY DF.11470IN rouWY A JS 1110 Exhibit 2: Map of University Drive (US 380) � wuna.a, I a INa r luri�r "n—W, ry'Y, +�, iwmmw INM'I PVI IIWI t a���• .. nwi �,' flt 1 VS Slrvre w n r,r;,i I +, ���bd�yrYh-4�W chwN I nnw Y r .Av Rr"' a �1. ' a „�. Wlfnivevsi eLryr i U7 IYWldmypu �uV wi uuu�numiwi ,' 1 C'N m may,li. wr,Y-1 rrw im i.v ,a7ry IruL' �. sAlegaRour documents\ordinances\17\speed zone amendment 380 ordinance (amendment 1).doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING CHAPTER 18 OF THE CODE OF ORDINANCES BY MODIFYING THE SPEED ZONE ON UNIVERSITY DRIVE (US 380) IN SECTION 18-73; ALTERING THE PRIMA FACIE SPEED LIMITS ESTABLISHED FOR VEHICLES UNDER THE PROVISION OF TRANSPORTATION CODE, SECTION 545.356 UPON THE FOLLOWING ROADWAYS OR PARTS THEREOF, WITHIN THE INCORPORATED LIMITS OF THE CITY OF DENTON; PROVIDING A PENALTY NOT TO EXCEED $200.00 UNLESS THE VIOLATION OCCURS IN A WORK ZONE AND THEN THE PENALTY SHALL NOT EXCEED $400.00; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A REPEALING CLAUSE; PROVIDING FOR PUBLICATION; AND DECLARING AN EFFECTIVE DATE. WHEREAS, Section 545.356 of the Texas Transportation Code provides that whenever the governing body of the City shall determine upon the basis of an engineering and traffic investigation that any prima facie speed therein set forth is greater or less than is reasonable or safe under the conditions found to exist at any intersection or other place or upon any part of a street or highway within the City, taking into consideration the width and condition of the pavement and other circumstances on such portion of said street or highway, as well as the usual traffic thereon, said governing body may determine and declare a reasonable and safe prima facie speed limit thereat or thereon by the passage of an ordinance, which shall be effective when appropriate signs giving notice thereof are erected at such intersection or other place or part of the street or highway; NOW, THEREFORE, TIIE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Chapter 18 "Motor Vehicles and Traffic" of the Code of Ordinances of Denton, Texas is hereby amended by modifying Section 18-73 regulating speed of vehicles on US 380 or University Drive. Section 18-73, Item XVIII shall read as follows: XVIII. US 380/University Drive A. 65 mph From the Western City Limits to Masch Branch Road. B. 50 mph From Masch Branch Road to 500 feet west of Cindy Lane/N, Western Boulevard. C. 45 mph From 500 feet west of Cindy Lane/N. Western Boulevard to Bonnie Brae Street. D. 40 mph From the Bonnie Brae Sheet to Locust Street or US 77. E. 40 mph From Locust Street/US 77 to Bell Avenue. F. 45 mph From Bell Avenue to Loop 288 northbound ramp. G. 55 mph From Loop 288 northbound ramp to Riverside Drive. S:ALegal\our Documents\0rdinances\17\Speed Zone Amendment 380 ordinance (amendment 1).doc H. 60 mph From Riverside Drive to the easterly city limits. SECTION 2. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not to exceed Two Hundred Dollars ($200.00), unless the violation occurs in a work zone and then the penalty shall not exceed Four Hundred Dollars ($400.00). SECTION 3. This Ordinance shall be cumulative of all other ordinances of the City of Denton defining school zones and school bus loading zones and shall not repeal any of the provisions of said ordinances except in those instances where provisions of those ordinances are in direct conflict with the provisions of this Ordinance. SECTION 4. If in any section, subsection, paragraph, sentence, clause, phrase or word in this Ordinance, or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this Ordinance, and the City Council of the City of Denton, Texas hereby declares it would have enacted such remaining portions despite any such invalidity. SECTION 5. This Ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this Ordinance to be published twice in the Denton Record -Chronicle, the official newspaper of the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: Page 2 of 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN Legislation Text File #: ID 17-1639, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Real Waves Radio Network for the purpose of expenses for KUZU 92.9 LP; providing for the expenditure of funds therefor; and providing for an effective date. ($1,750) City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton city Hale 41"X'IAIW�215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office CM/ DCM/ ACM: Todd Hileman DATE: December 5, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Real Waves Radio Network for the purpose of expenses for KUZU 92.9 LP; providing for the expenditure of funds therefor; and providing for an effective date. ($1,750) BACKGROUND This Agreement allows for the total expenditure of $1,750 from Council Contingency Funds. Council Member Sara Bagheri, $1,600; and Council Member Keely Briggs $150. Key provisions of the Agreement include: ■ Funds shall be used for expenditures for KUZU 92.9 LP. ■ In addition to other reporting requirements, documentation in the form of cancelled checks and/or corresponding receipts specifically detailing expenditure of funds for the purpose provided is required for reimbursement from these designated funds. FISCAL INFORMATION Funding for the Agreement will come from Council Contingency Funds. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: 4.4 Provide outstanding leisure, cultural, and educational opportunities EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Ordinance and Agreement Respectfully submitted: Todd Hileman City Manager Prepared by: Robin Fox Senior Executive Assistant S:ALegalVOur Documents\0rdinances\17\sery agr-Real Waves Radio Network Ord.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND REAL WAVES RADIO NETWORK FOR THE PURPOSE OF EXPENSES FOR KUZU 92.9 LP; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton hereby finds that the agreement between the City and Real Waves Radio Network for funds to be used for expenses for KUZU 92.9 LP, which is attached hereto and made a part hereof by reference (the "Agreement"), serves a municipal and public purpose and is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the City under the Public Service Agreement, including the expenditure of funds as provided in the Agreement. SECTION 3, This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 12017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY 1 BY: Zw� sAlegal\our documents\contracts\17\sery agr-real waves radio network.doc SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND REAL WAVES RADIO NETWORK This Agreement is hereby entered into by and between the City of Denton, "Texas, a Home Rule Municipal Corporation, hereinafter referred to as "City", and Real Waves Radio Network, a Texas Non -Profit Corporation, hereinafter referred to as "Radio Network.'' WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for the purpose of paying for contractual services; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, "THEREFORE, the parties hereto mutually agree as follows: I. SCOPE OF SERVICES Radio Network shall, in a satisfactory and proper manner, perform the following tasks, for which the monies provided by City may be used: The funds being provided shall be used by Radio Network for expenses for KUZU 92.9 LP. II. OBLIGATIONS OF RADIO NETWORK In consideration of the receipt of funds from City, Radio Network agrees to the following terms and conditions: A. One Thousand, Seven Hundred Fifty Dollars and no/l 00 ($1,750.00) shall be paid to Radio Network, by City to be utilized for the purposes set forth in Article I. B. Radio Network will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. Radio Network will permit authorized officials of City to review its books at any time. D. Upon request, Radio Network will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. Radio Network will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. Olegal\our documents\contracts\17\scry agr-real waves radio network.doc F. Radio Network will appoint a representative who will be available to meet with City officials when requested. III. TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Radio Network within the following time frame: The term of this Agreement shall commence on the effective date and terminate September 30, 2018 unless the contract is sooner terminated under Section VII "Suspension or Termination." IV. PAYMENTS A. PAYMENTS To RADIO NETWORK. City shall pay to Radio Network the sum specified in Article II after the effective date of this Agreement. B. ExCESS PAYMENT. Radio Network shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Radio Network; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. V. EVALUATION Radio Network agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. Radio Network agrees to make available its financial records for review by City at City's discretion. In addition, upon request, Radio Network agrees to provide City the following data and reports, or copies thereof: A. All external or internal audits. Radio Network shall submit a copy of the annual independent audit to City within ten (10) days of receipt. B. All external or internal evaluation reports. C. An explanation of any major changes in program services. D. To comply with this section, Radio Network agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. The record system of Radio Network shall contain sufficient documentation to provide in detail frill support and justification for each expenditure. Radio Network agrees to retain all books, records, documents, reports, and written accounting Page 2of7 s:Uegal\our docu11)ents\contracts\17\sery agr-real waves radio network.doc procedures pertaining to the services provided and expenditure of funds under this Agreement for five years. E. Nothing in the above subsections shall be construed to relieve Radio Network of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. VI. DIRECTORS' MEETINGS Upon request, minutes of all meetings of Radio Network' governing body shall be available to City within ten (10) working days of approval. VII. TERMINATION The City may terminate this Agreement for cause if Radio Network violates any envPnants, agreements, or guarantees of this Agreement, the Radio Network's insolvency or filing of bankruptcy, dissolution, or receivership, or the Radio Network' violation of any law or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITI-1 LAWS A. Radio Network shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. Radio Network will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. In the event of noncompliance by Radio Network with the nondiscrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Radio Network may be barred from further contracts with City. IX. WARRANTIES Radio Network represents and warrants that: A. All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting financial statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Radio Network on the date shown on said report, and the results of the operation for the period covered by the report, and that Page 3 of 7 sAlegal\our documents\contracts\17\sery agr-real wales radio nciwork.doc since said data, there has been no material change, adverse or otherwise, in the financial condition of Radio Network. C. No litigation or legal proceedings are presently pending or threatened against Radio Network. D. None of the provisions herein contravenes or is in conflict with the authority under which Radio Network is doing business or with the provisions of any existing indenture or agreement of Radio Network. E. Radio Network has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of Radio Network are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by Radio Network to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. C. Radio Network shall notify City of any changes in personnel or governing board composition. XI. INDEMNIFICATION To the extent authorized by law, the Radio Network agrees to indemnify, hold harmless, and defend the City, its officers, agents, and employees from and against any and all claims or suits for injuries, damage, loss, or liability of whatever kind or character, arising out of or in connection with the performance by the Radio Network or those services contemplated by this Agreement, including all such claims or causes of action based upon common, constitutional or statutory law, or based, in whole or in part, upon allegations of negligent or intentional acts of Radio Network, its officers, employees, agents, subcontractors, licensees and invitees. Page 4 of 7 sAegal\our documents\contracts\17\sery agr-real waves radio nemork. doe XII. CONFLICT OF INTEREST A. Radio Network covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Radio Network further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. Radio Network further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest. XIII. NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand -delivery or facsimile, addressed to Radio Network or City, as the case may be, at the following addresses: CITY City of Denton, Texas Attn: City Manager 215 E. McKinney Denton, TX 76201 Fax No. 940.349.8591 REAL WAVES RADIO NETWORK Peter Salisbury Board Chair Real Waves Radio Network 317 S. Elm Street Denton, TX 76201 Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XIV. MISCELLANEOUS A. Radio Network shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. Page 5 of 7 sAlegal\our documents\contracts\17\sere agr-real waves radio network.doc B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to Radio Network hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement constitute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by Radio Network. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment occurring during the term of this Agreement, or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement. E. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the day of , 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY CITY OF DENTON, TEXAS TODD HILEMAN, CITY MANAGER Page 6 of 7 sAlegal\our documents\contracts\17\sery agr-real waves radio network.doc ATTEST: BOARD SECRETARY REAL WAVES RADIO NETWORK P - TER SALISBU BOARD CHAIR Page 7 of 7 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN Legislation Text File #: ID 17-1640, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Denton Black Film Festival, for the purpose of expenses for the 2018 Denton Black Film Festival; authorizing the expenditure of funds; and providing for an effective date. ($1,500) City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton city Hale 41"X'IAIW�215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office CM/ DCM/ ACM: Todd Hileman DATE: December 5, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and the Denton Black Film Festival, for the purpose of expenses for the 2018 Denton Black Film Festival; authorizing the expenditure of funds; and providing for an effective date. (1,500) BACKGROUND This Agreement allows for the total expenditure of $1,500 from Council Contingency Funds. (Mayor Chris Watts, $300; Council Member Keely Briggs, $300; Council Member Dalton Gregory, $200; and Council Member Gerard Hudspeth, $700. Key provisions of the Agreement include: ■ Funds shall be used for the 2018 Denton Black Film Festival. ■ In addition to other reporting requirements, documentation in the form of cancelled checks and/or corresponding receipts specifically detailing expenditure of funds for the purpose provided is required for reimbursement from these designated funds. FISCAL INFORMATION Funding for the Agreement will come from Council Contingency Funds. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: 4.4 Provide outstanding leisure, cultural, and educational opportunities EXHIBITS Exhibit 1 — Agenda Information Sheet Exhibit 2 — Ordinance and Agreement Respectfully submitted: Todd Hileman City Manager Prepared by: Robin Fox Senior Executive Assistant sAlega.l\our documen1s\ordinances\17\sere agr-denton black film festival ord.doc ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND THE DENTON BLACK FILM FESTIVAL, FOR THE PURPOSE OF EXPENSES FOR THE 2018 DENTON BLACK FILM FESTIVAL; AUTHORIZING THE EXPENDITURE OF FUNDS; AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Council of the City of Denton hereby finds that the Agreement between the City and the Denton Black Film Festival, attached hereto and made a part hereof by reference (the "Agreement"), serve a municipal and public purpose and is in the public interest; NOW, "THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings set forth in the preamble of this Ordinance are incorporated by reference into the body of this Ordinance as if fully set forth herein. SECTION 2, The City Manager, or his designee, is hereby authorized to execute the Agreement and to exercise all rights and duties of the City under the Agreement, including authorizing and ratifying the expenditure of funds. SECTION 3. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 52017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY. sAlegal\our documents\contracts\17\sere agr - denton black film festival.doc SERVICE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND DENTON BLACK FILM FESTIVAL This Agreement is hereby entered into by and between the City of Denton, Texas, a home rule municipal corporation, hereinafter referred to as "City", and the Denton Black Film Festival, a not for profit organization, hereinafter referred to as "Festival". WHEREAS, City has determined that the proposal for services merits assistance and can provide needed services to citizens of City and has provided funds in its budget for the purpose of a donation to the Denton Black Film Festival which provides a benefit to the citizens by participating in the 2018 Denton Black Film Festival; and WHEREAS, this Agreement serves a valid municipal and public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: I. SCOPE OF SERVICES Festival shall, in a satisfactory and proper manner, perform the following tasks, for which the monies provided by City may be used: for expenditures for the 2018 Denton Black Film Festival. II. OBLIGATIONS OF FESTIVAL In consideration of the receipt of funds from City, Festival agrees to the following terms and conditions: A. One Thousand, Five Hundred Dollars/100 ($1,500.00) shall be paid to Festival by City to be utilized for the purposes set forth in Article 1. B. Festival will maintain adequate records to establish that the City funds are used for the purposes authorized by this Agreement. C. Festival will permit authorized officials of City to review its books at any time. D. Upon request, Festival will provide to City its By Laws and any of its rules and regulations that may be relevant to this Agreement. E. Festival will not enter into any contracts that would encumber City funds for a period that would extend beyond the term of this Agreement. F. Festival will appoint a representative who will be available to meet with City officials when requested. sAlegahour documentsiconlracts\17\scry aur - denton black film festival.doc III. TIME OF PERFORMANCE The services funded by City shall be undertaken and completed by Festival within the following time frame: The term of this Agreement shall commence on the effective date and terminate September 30, 2018, unless the contract is sooner terminated under Section VII "Suspension or Termination". IV. PAYMENTS A. PAYMENTS To FESTIVAL. City shall pay to Festival the sum specified in Article II after the effective date of this Agreement. B. EXCESS PAYMENT. Festival shall refund to City within ten (10) working days of City's request, any sum of money which has been paid by City and which City at any time thereafter determines: 1) has resulted in overpayment to Festival; or 2) has not been spent strictly in accordance with the terms of this Agreement; or 3) is not supported by adequate documentation to fully justify the expenditure. V. EVALUATIO Festival agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. Festival agrees to make available its bank statements for review by City at City's discretion. In addition, upon request, Festival agrees to provide City the following data and reports, or copies thereof: A. An explanation of any major changes in program services. B. To comply with this section, Festival agrees to maintain records that will provide accurate, current, separate, and complete disclosure of the status of funds received and the services performed under this Agreement. Festival's record system shall contain sufficient documentation to provide in detail frill support and justification for each expenditure. Festival agrees to retain all books, records, documents, reports, and written accounting procedures pertaining to the services provided and expenditure of fields under this Agreement for five years. C. Nothing in the above subsections shall be construed to relieve Festival of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. Page 2 sAlegal\our documents\contracts\) 7\sery agr - denton black film festival.doc VI. MEETINGS Upon request, minutes of all meetings of Festival's governing body shall be available to City within ten (10) working days of approval. VII. TERMINATION The City may terminate this Agreement for cause if Festival violates any covenants, agreements, or guarantees of this Agreement, the Festival's insolvency or filing of bankruptcy, dissolution, or receivership, or the Festival's violation of any Iaw or regulation to which it is bound under the terms of this Agreement. The City may terminate this Agreement for other reasons not specifically enumerated in this paragraph. VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A. Festival shall comply with all applicable equal employment opportunity and affirmative action laws or regulations. B. Festival will furnish all information and reports requested by City, and will permit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State and Federal rules and regulations. C. In the event of Festival's noncompliance with the nondiscrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and Festival may be barred from further contracts with City. IX. WARRANTIES Festival represents and warrants that: A. All information, reports and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as of the date shown on the information, data, or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting bank statements heretofore requested by City and furnished to City, are complete, accurate and fairly reflect the financial conditions of Festival on the date shown on said report, and the results of the operation for the period covered by the report, and. that since said data, there has been no material change, adverse or otherwise, in the financial condition of Festival. C. No litigation or legal proceedings are presently pending or threatened against Festival. D. None of the provisions herein contravenes or is in conflict with the authority under which Festival is doing business or with the provisions of any existing indenture or agreement of Festival. Page 3 s: legal our documents\contracts\17\sere agr - demon black film festival.doe E. Festival has the power to enter into this Agreement and accept payments hereunder, and has taken all necessary action to authorize such acceptance under the terms and conditions of this Agreement. F. None of the assets of Festival are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the bank statements furnished by Festival to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. CHANGES AND AMENDMENTS A. Any alterations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. It is understood and agreed by the parties hereto that changes in the State, Federal or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. C. Festival shall notify City of any changes in personnel or governing board composition. XI. INDEMNIFICATION To the extent authorized by law, the Festival agrees to indemnify, hold harmless, and defend the City, its officers, agents, and employees from and against any and all claims or suits for injuries, damage, loss, or liability of whatever kind or character, arising out of or in connection with the performance by the Festival or those services contemplated by this Agreement, including all such claims or causes of action based upon common, constitutional or statutory law, or based, in whole or in part, upon allegations of negligent or intentional acts of Festival, its officers, employees, agents, subcontractors, licensees and invitees. XII. CONFLICT OF INTEREST A. Festival covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Festival further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. Page 4 s:Alegal\our documents\contracts\17\sery agr - denton black film 1'estival.doc B. Festival further covenants that no member of its governing body or its staff, subcontractors or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or Festival in which he has direct or indirect interest. XIII. NOTICE Any notice or other written instrument required or permitted to be delivered under the terms of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand -delivery or facsimile, addressed to Festival or City, as the case may be, at the following addresses: CITY City of Denton, Texas Attn: City Manager 215 E. McKinney Denton, TX 76201 DENTON BLACK FILM FESTIVAL Denton Black Film Festival Harry Eaddy, President P.O. Box 1217 Denton, TX 76202 Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XIV. MISCELLANEOUS A. Festival shall not transfer, pledge or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company or other financial institution without the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any payment to Festival hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement constitute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by Festival. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its Page 5 sAlegal\our documents\contracts\17\sery agr - denton black film fes6val.doc rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of this provision. D. This Agreement, together with referenced exhibits and attachments, constitutes the entire agreement between the parties hereto, and any prior agreement, assertion, statement, understanding, or other commitment occurring during the tern of this Agreement or subsequent thereto, have any legal force or effect whatsoever, unless properly executed in writing, and if appropriate, recorded as an amendment of this Agreement. E. This Agreement shall be interpreted in accordance with the laws of the State of Texas and venue of any litigation concerning this Agreement shall be in a court of competent jurisdiction sitting in Denton County, Texas. IN WITNESS WHEREOF, the parties do hereby affix their signatures and enter into this Agreement as of the day of , 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY am APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY i"J7 BY: Page 6 CITY OF DENTON TODD HILEMAN, CITY MANAGER DENTON BLACK FILM FESTIVAL M. Y, PRESI City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN Legislation Text File #: ID 17-1656, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas determining compensation in the form of a monthly stipend for the Mayor and City Council Members; establishing miscellaneous parameters for the administration of such stipends; providing for severability; and establishing an effective date. City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton city Hale 41"X'IAIW�215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com DEPARTMENT: DCM: DATE: SUBJECT AGENDA INFORMATION SHEET Finance Bryan Langley December 5, 2017 Consider adoption of an ordinance of the City of Denton, Texas determining compensation in the form of a monthly stipend for the Mayor and City Council Members; establishing miscellaneous parameters for the administration of such stipends; providing for severability; and establishing an effective date. BACKGROUND On November 7, 2017, the City held a Charter election in which Proposition E, providing for an initial monthly stipend for the Mayor and City Council members, was passed by the electorate. The initial monthly stipend included in the proposition was $1,000 per month for the Mayor and $750 per month for each City Council member. The City Council canvassed the results of the election and ratified the proposition, along with other successful propositions, on November 20, 2017 (Ordinance No. 2017-373). This ordinance further assigned Section 2.14 of the City Charter to Proposition E. In accordance with previous determinations provided by the City's Legal Department to both the Charter Review Committee and City Council, the stipend will be subject to applicable income tax, Federal Insurance Contribution Act ("FICA") and Medicare withholdings as determined by the Internal Revenue Service ("IRS") and Social Security Administration ("SSA"). As such, the Mayor and City Council members will be treated as employees for the purpose of these withholding. If desired, the stipend may be rejected by written notification to the City Manager. For the purpose of Fair Labor Standard Act ("FLSA") requirements such as overtime and minimum wage, and pension, health care and other employer provided benefits, the Mayor and City Council members will not be treated as employees and therefore not eligible to receive. The City's Human Resources Department will be providing all necessary paperwork to the Mayor and City Council members for completion in order to input all necessary information into the City's Human Resources Information System ("HRIS"). This information will then be utilized by the City's Finance Department to calculate applicable withholdings, disburse payroll, and ensure accurate and timely reporting to the IRS and SSA, including annual W-2 reporting. The Finance Department anticipates that the first payroll disbursement will be on December 8�h, pending receipt of necessary paperwork. Subsequent disbursements will be made to the Mayor or Council member seated at the beginning of each month. RECOMMENDATION Staff recommends approval of the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) None. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.1 Manage financial resources in a responsible manner EXHIBITS 1. Agenda Information Sheet 2. Ordinance Respectfully submitted: Chuck Springer, 940-349-8260 Director of Finance Prepared by: Antonio Puente, Jr. Assistant Director of Finance S:\Legal\OurDocuments\Ordinances\17\DentonComciI pay ordinance 11-30 edit.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS DETERMINING COMPENSATION IN THE FORM OF A MONTHLY STIPEND FOR THE MAYOR AND CITY COUNCIL MEMBERS; ESTABLISHING MISCELLANEOUS PARAMETERS FOR THE ADMINISTRATION OF SUCH STIPENDS; PROVIDING FOR SEVERABILITY; AND ESTABLISHING AN EFFECTIVE DATE WHEREAS, Proposition E of the November 7, 2017 Charter election, providing for an initial monthly stipend for the Mayor and City Council members, was passed by the electorate; and WHEREAS, at a special called meeting on November 20, 2017, this and the other successful propositions were ratified by Ordinance 2017-373, which canvassed the results of the election, and, in Section 3 thereof, approved the assignment of Charter Section 2.14 to this Proposition E, for codification and convenience of reference; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: Stipend for the Mayor. The Mayor shall receive an initial monthly stipend in the amount of One Thousand and No/100 Dollars ($1,000.00) per month. SECTION 2: Stipend for the City Council Members. Each City Council member shall receive an initial monthly stipend in the amount of Seven Hundred Fifty and No/100 Dollars ($750.00) per month. SECTION 3: Effective Date of Stipend. The initial monthly stipend described above will become effective on November 20, 2017. Monthly payments shall begin on the City's first scheduled payroll in December 2017, and thereafter the first scheduled payroll of each succeeding month of service. In succeeding regular and special council elections, stipends for each newly elected or re-elected incumbent will commence on the first scheduled payroll of the month following approval of the ordinance in which the election results for that seat are canvassed and accepted (typically June for a May regular election), and cease on the first scheduled payroll of the month in which that incumbent is replaced by election or vacates the seat by operation of law. SECTION 4: Stipend to be Budgeted. The stipend shall be reported in the annual city budget as a separate line item, in the appropriate division within the General Fund. SECTION 5: Change in Council Position. The Mayor and Council member holding the seat on the first of each month shall receive the stipend for that month. SECTION 6: Option to Reject Stipend. The Mayor or any Council member may choose to reject a stipend, which: (1) may be necessary to establish eligibility of an incumbent who is already receiving compensation from the State, but who is not an officer (e.g., current or retired faculty of a public university); (2) may not be necessary to establish eligibility of current or retired public school teachers or administrators; but (3) would be ineffective to establish eligibility for the holder of another public office of emolument.' Written notice of any such rejection should be See, Tex. Const. art. XVI, §40, and its various legal interpretations. Page 1 of 2 S:\Legal\OurDocuments\Ordinances\17\DentonComciI pay ordinance 11-30 edit.docx delivered to the City Manager at least one week prior to the first scheduled payroll for the initial monthly stipend or upon commencement of that incumbent's term. SECTION 7: Documents Required. In order to receive a stipend, the Mayor and Council members must submit all necessary payroll forms and required documentation, including a W-4, I-9 and direct deposit form, to the City's Human Resources Department. SECTION 8: Severability. Should any section, subsection, sentence, clause or phrase of this Ordinance be declared unconstitutional or invalid by a court of competent jurisdiction, it is expressly provided that any and all remaining portions of this Ordinance shall remain in full force and effect. The City Council hereby declares that it would have passed this Ordinance, and each section, subsection, clause or phrase thereof irrespective of the fact that any one or more sections, subsections, sentences, clauses and phrases be declared unconstitutional or invalid. SECTION 9: Effective Date. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this, the day of December, 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: /s/ Jerry E. Drake. Jr. CHRIS WATTS, MAYOR Page 2 of 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN File #: ID 17-1663, Version: 1 Legislation Text AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas approving an Interlocal Agreement between the City of Denton and the City of Carrollton, Texas for internal auditing services; providing for an hourly rate for services; authorizing the expenditure of funds therefor; and providing an effective date (File 6648). City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton City Hail 215 E. McKinney Street DENTO) Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Materials Management CM: Todd Hileman DATE: December 5, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving an Interlocal Agreement between the City of Denton and the City of Carrollton, Texas for internal auditing services; providing for an hourly rate for services; authorizing the expenditure of funds therefor; and providing an effective date (File 6648). FILE INFORMATION Section 791.001 of the Texas Local Government Code, authorizes respective participating governments to enter into agreements for the purchase of goods and services. The attached Agreement is an authorization for the City of Denton to receive internal audit services from the City of Carrollton. The agreement sets forth the following conditions: • The City of Carrollton will provide its internal auditor to Denton for one or two days per week at an hourly rate of $90 per hour. • The services provided include performing audit services as directed by the City Council, investigating hot line tips as needed, and preparing written findings of the work with the assistance of the City Manager's Office. • The initial term of the agreement is through March 31, 2018 and may be renewed for one additional three month term. • The agreement may be terminated at any time by either party by giving 30 days advance written notice. The internal auditor from the City of Carrollton will oversee the Professional Services Agreement with Crawford and Associates, P.C. that is also on the City Council agenda on December 5, 2017. RECOMMENDATION Approve an Interlocal Agreement for internal auditing services with the City of Carrollton, Texas. PRINCIPAL PLACE OF BUSINESS City of Carrollton Carrollton, TX ESTIMATED SCHEDULE This agreement is scheduled for approval by the City of Carrollton City Council on December 5, 2017. The agreement will become effective after execution by both parties. FISCAL INFORMATION This agreement will be funded from the Internal Audit divisional budget of the City's General Fund. 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: Agenda Information Sheet Exhibit 2: Ordinance Exhibit 3: Interlocal Agreement with Carrollton Respectfully submitted: Karen Smith, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Chuck Springer 940-349-8260, Director of Finance ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AN INTERLOCAL AGREEMENT BETWEEN THE CITY OF DENTON AND THE CITY OF CARROLLTON, TEXAS FOR INTERNAL AUDITING SERVICES; PROVIDING FOR AN HOURLY RATE FOR SERVICES; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton ("Denton") and the City of Carrollton ("Carrollton") desire to enter into an Interlocal Agreement for Internal Auditing Services; and WHEREAS, the Internal Auditing Services will include those services as directed by the City Council, the oversight of a contract administration audit being performed by the independent accounting firm of Crawford and Associates, the investigation of "hot line" tips as needed for the City's Fraud, Waste and Abuse Committee, and the preparation of written findings with the support of the City Manager's Office, in exchange for an hourly rate; and WHEREAS, the Denton City Council finds the Interlocal Agreement for these Internal Auditing Services is in the public interest; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Manager of Denton, or his designee, is hereby authorized to execute the Interlocal Agreement on behalf of Denton with Carrollton and is further authorized to carry out the rights and duties of Denton under the Interlocal Agreement, including the expenditure of funds provided for therein. 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 BY: APPROVED AS TO LEGAL FORM: AARQN-i,EAL, CITY ATTORNEY BY:` (0, L. �-D i'. INTERLOCAL COOPERATION AGREEMENT BETWEEN THE CITY OF DENTON AND CITY OF CARROLLTON FOR INTERNAL AUDIT SERVICES THIS AGREEMENT, (the "Agreement"), is made and entered into by and between the City of Carrollton, Texas a home -rule municipal corporation located in Dallas, Collin and Denton county, Texas (hereinafter referred to as "Carrollton") and the City of Denton, Texas, a home -rule municipal corporation located in Denton County, Texas (hereinafter referred to as "Denton")- WHEREAS, Denton"). WHEREAS, this Agreement is being entered into pursuant to the Interlocal Cooperation Act, V.T.C.A., Government Code, Section 791.001, et seq. (the "Act"); and WHEREAS, Carrollton and Denton are both local governments as defined by Section 791.003(a) of the Act engaged in the provision of governmental functions and services to their citizens. Part of these governmental functions and services includes internal audit review of various departments including investigation of hotline tips; and WHEREAS, these functions and services serve the public health, safety and welfare, promote efficiency and effectiveness of local governments, and are of mutual concern to the contracting parties; and WHEREAS, Carrollton has staff which perform internal audit services and Denton has a need for such services; and WHEREAS, Denton has current revenues available to satisfy the fees and/or expenses incurred pursuant to this Agreement; and WHEREAS, Carrollton and Denton mutually desire to be subject to the provisions of V.T.C.A. Government Code §791.001, et. seq., the Interlocal Cooperation Act, and other applicable sections, statutes and contracts pursuant thereto; NOW THEREFORE, for mutual consideration hereinafter stated, Carrollton and Denton agree as follows: I. EFFECTIVE DATE The effective date of this Agreement shall be December 5, 2017. H. TERM The initial term of this Agreement shall be for a period beginning on the effective date of this Agreement, as provided herein, and ending March 31, 2018. Thereafter, upon mutual agreement of the parties hereto, this Agreement may be renewed for one additional three month term, unless terminated earlier by either Carrollton or Denton as set forth below. III. AGREEMENT Carrollton agrees to provide its internal auditor to Denton one to two days per week as mutually agreed ("Services") at an hourly rate of $90.00. The Services shall include the following: A. Perform internal audit services as directed by City of Denton staff or contractor. B. Investigate hot line tips as needed. C. Prepare written findings of work. IV. PAYMENT/FUNDING Denton shall compensate Carrollton at the rate of Ninety and No/100 Dollars ($90.00) per hour for the time that Carrollton spends performing Services for Denton. Carrollton will invoice Denton for Services rendered as of March 31, 2018. Denton shall make payment to Carrollton within thirty (30) days of receipt of invoice. All charges incurred by Denton as a result of its obligations hereunder shall be paid from current revenues legally available to Denton. V. TERMINATION This Agreement may be terminated at any time, with or without cause, by either party giving thirty (30) days advance written notice to the other party. In the event of such termination by either party, Denton shall immediately pay all fees which may be due and owing to Carrollton for work performed through the date of termination of the agreement. VI. NOTICE Notice as required by this Agreement shall be in writing delivered to the parties via facsimile or certified mail at the addresses listed below: CARROLLTON Robert Scott Assistant City Manager/CFO City of Carrollton 1945 E. Jackson Rd Carrollton, Texas 75006 Telephone: (972)466-3093 Facsimile: (972)466-4789 DENTON Bryan Langley Deputy City Manager City of Denton 215 E. McKinney St. Denton, Texas 76201 Telephone: Facsimile: 2 Each party shall notify the other in writing within ten (10) days of any change in the information listed in this section. VII. HOLD HARMLESS Each party does hereby agree to waive all claims against, release, and hold harmless the other party and its respective officials, officers, agents, employees, in both their public and private capacities, from any and all liability, claims, suits, demands, losses, damages, attorneys fees, including all expenses of litigation or settlement, or causes of action which may arise by reason of injury to or death of any person or for loss of, damage to, or loss of use of any property arising out of or in connection with this contract. In the event of joint or concurrent negligence of the parties, responsibility, if any, shall be apportioned comparatively in accordance with the laws of the State of Texas, without, however, waiving any governmental immunity available to either party individually under Texas law. Carrollton shall be responsible for its sole negligence. Denton shall be responsible for its sole negligence. The provisions of this section are solely for the benefit of the parties hereto and are not intended to create or grant any rights, contractual or otherwise, to any other person or entity. VIII. ENTIRE AGREEMENT This Agreement represents the entire and integrated agreement between Carrollton and Denton and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. IX. VENUE This Agreement and any of its terms or provisions, as well as the rights and duties of the parties hereto, shall be governed by the laws of the State of Texas. Exclusive venue shall be in Denton County, Texas. X. SEVERABILITY The provisions of this agreement are severable. In the event that any paragraph, section, subdivision, sentence, clause, or phrase of this agreement shall be found to be contrary to the law, or contrary to any rule or regulation having the force and effect of the law, such decisions shall not affect the remaining portions of this agreement. However, upon the occurrence of such event, either party may terminate this Agreement by giving the other party thirty (30) days written notice of its intent to terminate 3 XI. AUTHORITY TO SIGN / CITY COUNCIL AUTHORIZATION The undersigned officer and/or agents of the parties hereto are the duly authorized officials and have the necessary authority to execute this Agreement on behalf of the parties hereto. Denton has executed this Agreement pursuant to duly authorized action of the governing body for the City of Denton, Texas on , 2017. Carrollton has executed this Agreement pursuant to duly authorized action of the governing body for the City of Carrollton, Texas on , 2017. XII. ASSIGNMENT AND SUBLETTING This Agreement may not be assigned without the prior written consent of the parties. XIII. INTERPRETATION OF AGREEMENT This is a negotiated document. Should any part of this Agreement be in dispute, the parties agree that the Agreement shall not be construed more favorably for either party. XIV. REMEDIES No right or remedy granted herein or reserved to the parties is exclusive of any right or remedy granted by law or equity; but each shall be cumulative of every right or remedy given hereunder. No covenant or condition of this Agreement may be waived without the express written consent of the parties. It is further agreed that one (1) or more instances of forbearance by either party in the exercise of its respective rights under this Agreement shall in no way constitute a waiver thereof. EXECUTED in duplicate originals this day of ATTEST: Laurie Garber, City Secretary APPROVED AS TO FORM: Meredith Ladd, City Attorney 2017. CITY OF CARROLLTON, TEXAS Erin Rinehart, City Manager APPROVED AS TO CONTENT: Robert Scott, Assistant City Manager 4 CITY OF DENTON, TEXAS Todd Hileman, City Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY m. APPROVED AS TO LEGAL FORM: AAR/O LEAL, CITY ATTORNEY BY: i City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN Legislation Text File #: ID 17-1657, Version: 1 AGENDA CAPTION Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement for contract administration services; providing for the expenditure of funds therefor; and providing an effective date (File 6644 awarded to Crawford and Associates, P.C. in the not -to -exceed amount of $40,000). City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton City Hall 215 E. McKinney Street DENTO) Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Materials Management CM: Todd Hileman DATE: December 5, 2017 SUBJECT Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement for internal auditing services; providing for the expenditure of funds therefor; and providing an effective date (File 6644 awarded to Crawford and Associates, P.C. in the not -to -exceed amount of $40,000). BACKGROUND INFORMATION This professional services agreement is with Crawford and Associates, P.C. for internal audit type monitoring services related to contract administration, including but not limited to, the review of policies and procedures for: • the assignment of the responsibility of authorizing contracts and monitoring contract compliance throughout the life of the contract, including robust governance arrangements for contract administrationlmonitoring; • monitoring contracts that identify specific responsible parties, including clear departmental officer roles and responsibilities; • the identification of steps for addressing non-compliant vendors; • identifying procedures for monitoring performance on service delivery, reported on a regular basis, and also the monitoring of contract expiration dates; • the establishment of processes for ensuring that contractors are paid in a timely manner and that the financial position of the contract is monitored to help identify any overspends; the effectiveness of procedures to assist in ensuring that contract terms and bonding and insurance requirements are met, declining contractor performance is identified at an early enough stage to be dealt with properly in line with contractual requirements, contract close-out activities are completed, and contract monitoring activities and deliverables are documented; • any other policies and procedures related to effective contract administration. The agreement is for an amount not to exceed $40,000 including costs of travel and incidental costs. This review will be supervised by the Internal Auditor of the City of Carrollton whom will be retained under an interlocal agreement also to be considered on the December 5, 2017 City Council agenda. PRINCIPAL PLACE OF BUSINESS Crawford and Associates, P.C. Oklahoma City, OK ESTIMATED SCHEDULE OF PROJECT The proposed engagement should be completed during the first quarter of 2018. FISCAL INFORMATION The services will be funded from Internal Audit Administration account 105001.7854 in the General Fund. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Safe, Liveable & Family -Friendly Community Related Goal: 4.2 Promote clean and healthy neighborhoods EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Exhibit 3: Contract Respectfully submitted: Karen Smith, 349-8436 Purchasing Manager For information concerning this acquisition, contact: Chuck Springer at 940-349-8260. ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT FOR CONTRACT ADMINISTRATION SERVICES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 6644 - AWARDED TO CRAWFORD AND ASSOCIATES, P.C. IN THE NOT -TO - EXCEED AMOUNT OF $40,000.) WHEREAS, the professional services provider (the "Provider") mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair, and reasonable, and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider's profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to enter into a professional service contract with Crawford and Associates, P.C., to provide contract administration services for the City of Denton, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 6644 to the City Manager of the City of Denton, Texas, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY AT'T'ORNEY DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 6644 STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT (the "Agreement") is made and entered into on , by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "OWNER" and Crawford and Associates, P.C., with its corporate office at 10308 Greenbriar Place, Oklahoma City, OK 73159, hereinafter called "CONSULTANT," acting herein, by and through their duly authorized representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I CONSULTANT AS INDEPENDENT CONTRACTOR The OWNER has selected CONSULTANT on the basis of demonstrated competence and qualifications to perform the services herein described for a fair and reasonable price pursuant to Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER will not assert control over the day-to-day operations of the CONSULTANT. The CONSULTANT is customarily engaged to provide services as described herein independently and on a nonexclusive basis in the course of its business. This Agreement does not in any way constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby agrees to perform the services described herein based on the skills required for the scope of work in connection with the Project as stated in the sections to follow, with diligence and in accordance with the highest professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project: The Project shall include, without limitation, internal audit type monitoring services over the area of contract administration, as described in Exhibit A, which is attached hereto and incorporated herein (the "Project"). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: A. To perform all those services set forth in CONSULTANT's engagement letter, which engagement letter is attached hereto and made a part hereof as Exhibit A as if written word for word herein. Contract 6644 Page 1 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 B. CONSULTANT shall perform all those services set forth in individual task orders, as described in Exhibit A, which shall be attached to this Agreement and made a part hereof. C. If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Basic Services, may be negotiated as needed, per fees and costs included in Exhibit A. ARTICLE IV TIME OF COMPLETION CONSULTANT is authorized to commence work under this contract upon execution of this AGREEMENT. CONSULTANT will provide services from the date of execution and shall automatically expire upon completion of the work or receipt of the materials, and acceptance by the City of Denton. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. "Subcontract Expense" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services related to this agreement. 2. "Direct Non -Labor Expense" is defined as that expense for any assignment incurred by the CONSULTANT for supplies, transportation and equipment, travel, communications, subsistence, and lodging away from home, and similar incidental expenses in connection with that assignment. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate detail at an hourly rate shown in Exhibit "A" which is attached hereto and made a part of this Agreement as if written word for word herein, a total fee, including reimbursement for direct non -labor expenses not to exceed $40,000. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be Contract 6644 Page 2 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III "Additional Services," without obtaining prior written authorization from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate shown in Exhibit "A." Payments for additional services shall be due and payable upon submission by the CONSULTANT and approval by the City staff, and shall be in accordance with subsection B hereof. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT's undisputed statement thereof, the amounts due the CONSULTANT will be paid interest in accordance with the Texas Government Code 2251.025. Additionally, the CONSULTANT may, after giving seven (7) days' written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges. Nothing herein shall require the OWNER to pay the late charge if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, "Compensation," there is a bona fide dispute concerning the amount due, or the invoice was not mailed to the address or in the form as described in this Agreement. The OWNER will notify CONSULTANT of any disputes within twenty-one (21) days of receipt of the invoice. E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro -forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or sub consultants. Contract 6644 Page 3 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or fiirnished by the CONSULTANT (and CONSULTANT's subcontractors or sub consultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEMNITY AGREEMENT THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE OWNER AND ITS OFFICERS, OFFICIALS, 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 ASSERTED AGAINST OR INCURRED BY THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJCTRY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. ARTICLE IX INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. Contract 6644 Page 4 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 C. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. E. The CONSULTANT shall fiirnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The General Liability and Auto Liability insurance policies shall name the OWNER as an additional insured. CONSULTANT shall endeavor to provide OWNER with any cancellation or modification to its insurance policies. ARTICLE X ALTERNATIVE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation with each party bearing its own costs of mediation. No mediation arising out of or relating to this Agreement, involving one party's disagreement may include the other party to the disagreement without the other's approval. Mediation will not be a condition precedent to suit. ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fiulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than fifteen (15) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V "Compensation." Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. Contract 6644 Page 5 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 ARTICLE XII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the design or other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. ARTICLE XIII NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: To CONSULTANT: Crawford and Associates, P.C. Frank Crawford 10308 Greenbriar Place Oklahoma City, Oklahoma 73159 To OWNER: City of Denton Purchasing Manager — File 6644 901B Texas Street Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE XIV ENTIRE AGREEMENT This Agreement and related exhibits constitute the complete and final expression of this Agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XV SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. Contract 6644 Page 6 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 ARTICLE XVI COMPLIANCE WITH LAWS The CONSULTANT shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as those laws may now read or hereinafter be amended. ARTICLE XVII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, sexual orientation, national origin or ancestry, age, or physical handicap. ARTICLE XVIII PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. ARTICLE XIX ASSIGNABILITY The CONSULTANT acknowledges that this Agreement is based on the demonstrated competence and specific qualifications of the CONSULTANT and is therefore personal as to the CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. ARTICLE XX MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. Contract 6644 Page 7 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A — Consultant's Engagement Letter B. The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER'S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. C. 'Ibis Agreerneaut sluall be governed by, cotistrtied, aaud eauforced iau accordaauce witlu, aaud su:ubject to, the laws of the State of Texas or Federal law, wluere applicable, witluouut regard to the coaullict of law priauciples of aauy ji.trisdictioti, Ifuu the eveaut tluea e sluall be aauy dispi.tte arisiaug of t of the terms aaud coauditioaus of, or iau coiniectioau witlu, this Agreerneaut, the party seeliaug relief sluall su:ubuuuit su:uclu dispi.ute to the 1 district Courts of l )eautoau Couuauty ou• it federal diversity or su:ubject rnattea ji.trisdictioau exists, to the lAited States 1.:)istrict Cotn't for the Easteu°uu 1 district of Texas Slbennauu 1.)ivisiouu, D. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Frank Crawford. However, nothing herein shall limit CONSULTANT from using other equally qualified and competent members of its firm to perform the services required herein. E. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any Contract 6644 Page 8 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. ARTICLE XXII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE XXIII RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER'S sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. ARTICLE XXIV CERTIFICATE OF INTERESTED PARTIES ELECTRONIC FILING In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish an original notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. Contract 6644 Page 9 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 The contractor shall: 1. Log onto the State Ethics Commission Website at : l'itlps://www.ethics.state.tx.us/whatsnew/elf info forml295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on signature page. 5. Sign and notarize the Form 1295 6. Email the notarized form to purchasing com with the contract number in the subject line. (EX: Contract 1234 — Form 1295) The City must acImowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is aclmowledged, it will be posted to the Texas Ethics Commission's website within seven business days. Contract 6644 Page 10 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement through its duly authorized undersigned officer on this date CITY OF DENTON, TEXAS TODD HILEMAN, CITY MANAGER JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY OocuSigned by: BY: — 5972538AC458zE9 . CRAWFORD AND ASSOCIATES, P.C. AN OKLAHOMA CORPORATION "CONSULTANT" DocuSig ned by: �f ("LWW — FAA?dhE072C94'0D... BY: FRANK CRAWFORD ITS: PRESIDENT 2017-288524 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER Contract 6644 Page 11 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 HOUSE BILL 89 VERIFICATION I Frank Crawford , the undersigned representative of Crawford & Associates, P.C. (Company Name) (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company above-named, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of its contract with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. "Boycott Israel" means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes; and 2. "Company" means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. COMPANY REPRESENTATIVE: Doc uSig ned by: �r cnww By. — FAA?dhE072C940D... Its: President Date: 12/1/2017 Contract 6644 Page 12 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 SENATE BILL 252 CERTIFICATION I Frank Crawford , the undersigned representative of Crawford & Associates, P.C. (Company Name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the above-named company is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153 of the Government Code. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Organization, I will immediately notify the City of Denton Purchasing Department. COMPANY REPRESENTATIVE: Doc uSig ned by: r cnww By. -C FAA?dhE072C940D..... Its: President Date: 12/1/2017 Contract 6644 Page 13 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 CITY OF DENTON INSURANCE REQUIREMENTS FOR CONTRACTORS Bidder's attention is directed to the insurance requirements below. It is highly recommended that bidders confer with their respective insurance carriers or brokers to determine in advance of Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that bidder may be disqualified from award of the contract. Upon bid award, all insurance requirements shall become contractual obligations, which the successful bidder shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of bid award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance, containing the bid number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to bid opening, since the insurance requirements may not be modified or waived after bid opening unless a written exception has been submitted with the bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted.- Each oted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. • Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: • Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers. • That such insurance is primary to any other insurance available to the additional insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or Contract 6644 Page 14 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 shit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled before the expiration date. • Should any of the required insurance be provided under a claims -made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X ] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. Contract 6644 Page 15 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: any auto, or all owned, hired and non -owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Worker's Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rile 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. Contract 6644 Page 16 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 [X] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract 6644 Page 17 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 ATTACHMENT 1 [ ] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate") -A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity which fiurnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and Contract 6644 Page 18 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the diaration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. L The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4) obtain from each other person with whom it contracts, and provide to the contractor: a) certificate of coverage, prior to the other person beginning work on the project; and b) a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that Contract 6644 Page 19 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 materially affects the provision of coverage of any person providing services on the project; and 7) Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self- insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract 6644 Page 20 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 %i <2EXHIBIT A November 21, 2017 Honorable Mayor and Members of the City Council City of Denton, Texas 215 E. McKinney Street Denton, TX 76201 To the Honorable Mayor and Members of the City Council: Crawford & Associates is pleased that the City of Denton (the City) has expressed its confidence in our firm and our government expertise through the request of this engagement: letter. We look forward to establishing a professional relationship with the City of Denton, The purpose ofthis engagement letter is to confirm the terms of our engagement for the specific professional services requested at this time, internal audit type monitoring services over the area of contract administration. The objectives of our services in this engagement are to obtain information and review selected accounting records to determine whether any recommendations are warranted regarding the design of established internal control policies and procedures related to contract administration, and to report on the level of compliance with those policies and procedures as designed based on our test work; these objectives are further elaborated on in the Fees and Costs section of this engagement letter. In compliance with our professional standards regarding independence, we will not provide any financial statement audit or other attestation services to the City in conjunction with these services. The internal audit type monitoring services provided by our firm to the City under this agreement will be conducted as consulting services and are not considered an audit or attestation engagement as defined by professional standards. City's Responsibilities The City is, and will continue to be, solely responsible for establishing and maintaining an effective accounting and internal control system, including, without limitation, systems designed to assure compliance with policies, procedures, and applicable laws and regulations. City management will be responsible for establishing the scope of the internal audit type monitoring services and the resources allocated to the work, such responsibility includes determining the nature, scope, and extent of the internal audit type monitoring services to be performed by Crawford & Associates, providing overall direction and oversight for the service, and reviewing and accepting the results of the work. The City agrees that any reports issued by Crawford & Associates in the conduct of this engagement are intended solely for the information and use of City staff, management and the governing body. Any,such reports will include wording that describes any such limitations on their distribution, subject to the Texas Public Information Act. 05..691-5550 405-691-56.46 1 W: www.crawfordcpas.com :: info@crnwfordcpas.com 1 10308 Greenbritar Place, Oklahoma City, OK 73159 DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 l & ASSOCIATES P..c. The City of Denton Internal Audit Type Monitoring Services Engagement Letter November 21, 2017 Page 2 of 4 Crawford & Associates responsibilities Crawford & Associates is responsible for providing the services, as defined in the Scope of Available Services section of this letter, for the work encompassed in this engagement letter, as defined in the pees and Costs section. Such services will be performed in accordance with the applicable consulting professional standards of the American Institute of CPAs. Crawford & Associates will be responsible for reporting or otherwise communicating to City management and/or governing body any findings or recommendations, it determines necessary, resulting from the internal audit type monitoring services provided. Access to Worldog Papers and Reports Any working papers prepared by Crawford & Associates in connection with performing the internal audit type monitoring services are the property of Crawford & Associates. Upon request, copies of any or all working papers and reports that Crawford & Associates considers to be nonproprietary will be provided to management of the City. The City may make such copies available to its external auditors and to regulators in the exercise of their statutory oversight of the City. Cather third parties will not be granted access to nonproprietary working papers retained by Crawford & Associates (including any related reports), until the City provides Crawford & Associates with a written consent and an appropriate communication has been submitted to the third party, and the third party acknowledges their understanding of the purpose for which the working papers and reports were prepared.. A representative from Crawford & Associates will also be present during the period that the third party, including regulators and external auditors, is provided access to nonproprietary working papers retained by Crawford & Associates. Third parties, including external auditors or regulators, will not be provided with a photocopy of any working paper for their retention without the prior consent of Crawford & Associates. Management has the responsibility to timely communicate material weaknesses or significant deficiencies in internal controls, misstatements of financial statements, or similar matters to its external auditors, governing body, and when required, certain regulators. It is also understood and agreed that Crawford & Associates personnel performing services under this engagement letter may be required by professional standards, in certain cases, to communicate directly to the City's external auditors, the City Council, or certain regulators such findings and information that have been previously communicated to management of the City. Fees and Costs Fees and out-of-pocket expenses for this engagement will be billed as the work progresses and payable upon receipt of our invoices. Out-of-pocket expenses include such costs incurred by our firm in providing the services including travel, lodging, telecommunications, printing, document reproduction, and the like.. Our fees for these services will be billed at our standard hourly rates as noted below: DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 & ASSOCIATES,.,. The City of Denten Internal Audit Type Monitoring Services Engagement fetter November 21, 2017. Page 3 of 4 Standard Hourly bates: •, Firm Chairman $250 • Firm President $250 • Shareholders $160 • Consulting Managers $145 • Consulting Staff $105 • Clerical Staff $40 Services included in this Engagement: The services defined in the Scope of Available Services section of this letter that are specifically included in this engagement are as follows: • Internal Audit Type Monitoring Services related to Contract Administration, including but not limited to, the review of policies and procedures for: • the assignment of the responsibility of authorizing contracts and monitoring contract compliance throughout the life of the contract, including robust governance arrangements for contract administration/monitoring; • monitoring contracts that identify specific responsible parties, including clear departmental officer roles and responsibilities, • the identification of steps for addressing non-compliant vendors; o identifying procedures for monitoring performance on service delivery, reported on a regular basis, and also the monitoring of contract expiration dates; o the establishment of processes for ensuring that contractors are paid timely and that the financial position of the contract is monitored to help identify any overspends; • the effectiveness of procedures to assist in ensuring that contract terms and bonding and insurance requirements are met, declining contractor performance is identified at an early enough stage to be dealt with properly in line with contractual requirements, contract close-out activities are completed, and contract monitoring activities and deliverables are documented, o any other policies .and procedures related to effective contract administration Because Crawford & Associates has no direct control over the exact type and scope of work related to the service requested by the City for this specific engagement, nor does Crawford & Associates have direct control over tile quality of the City's accounting system or records, potential turnover of the City's staff, or the City's staffing levels, resources, or capabilities, it is impractical for us to provide an accurate amount DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 13 & ASSOCIATE5�.�. The City of Denton Internal Audit Type Monitoring Services Engagement Letter November 21, 2017 Page 4 of 4 of hours that will be required for the seg -vices requested or a not -to -exceed limit on fees and expenses charged. However, for your purchase order process, we estimate a range of fees and costs to be approximately $35,000 - $40,000, inclusive of travel and incidental costs. The term of this engagement is a period from the date of acceptance through completion of the specific internal audit type monitoring services requested at this gime, The City may request that Crawford and Associates perform additional available services that are not encompassed in the 'Services Included in this Engagement section above. Crawford and Associates may perform such additional services upon receipt of a separate signed engagement letter or an addendum to this engagement letter with terms and conditions that are acceptable to the City and Crawford and Associates. The agreements and undertakings of the City contained in this engagement letter, including, without limitation, those pertaining to restrictions on report use and distribution, and limitation on liability, shall. survive the completion or termination of this engagement. Please indicate your acceptance of this agreement by signing in the space provided below and returning this engagement letter to us. A duplicate copy of this engagement letter is provided for your records. We loop forward to continuing our professional relationship with the City of Denton. Respectfully submitted and agreed to by, r Frank Crwford Crawford and Associates, P.C. Accepted and Agreed to for The City of Denton: MA Title; Date: DocuSign Envelope ID: 3A42469A-4908-433A-A45F-CD50A452DBB1 Exhibit B CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. Name of vendor who has a business relationship with local governmental entity. Crawford & Associates, P.C. 2 El Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate. 3 1 Name of local government officer about whom the information in this section is being disclosed. N/A Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? F—x—] Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes F—x—] No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? F—x—] Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. we have not business or family relationships with any local government officer. 4 F—X1 I have no Conflict of Interest to disclose. 5 Doc u Sig n ed by: lnww 12/1/2017 FAA�JOkE0720940D..... iness with the governmental entity Date Certificate Of Completion Envelope Id: 3A42469A4908433AA45FCD5OA452DBB1 Subject: Please DocuSign: City Council Contract 6644 -Internal Audit Services Source Envelope: Document Pages: 26 Signatures: 5 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 11/30/2017 10:28:53 AM Signer Events Cindy Alonzo cynthia.alonzo@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Frank Crawford Frank@crawfordcpas.com President Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 12/1/2017 7:54:39 AM ID: 913a0c38-72fd-4b0a-a311-e0498bf40003 Jennifer DeCurtis jennifer.decurtis@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign 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 Todd Hileman Todd. Hileman@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Holder: Cindy Alonzo Cynthia.Alonzo@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 00cuftned�N`Y, fV'cc FAA00AEV2a940D Using IP Address: 70.167.31.41 owuftned r 5972538AC458499... Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Cindy Alonzo 901 B Texas Street Denton, TX 76209 Cynthia.Alonzo@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 11/30/2017 10:39:28 AM Viewed: 11/30/2017 10:39:41 AM Signed: 11/30/2017 10:40:44 AM Sent: 11/30/2017 10:40:45 AM Viewed: 12/1/2017 7:54:39 AM Signed: 12/1/2017 8:05:03 AM Sent: 12/1/2017 8:05:07 AM Viewed: 12/1/2017 8:11:37 AM Signed: 12/1/2017 8:11:46 AM Sent: 12/1/2017 8:11:48 AM P Signer Events Signature Timestamp Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b 1 f-805d-6bd7d9966f21 Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign rn ❑erson Signer Events Signature Timestamp Editor Deliver❑ Events Status Timestamp ❑gent Deliver❑ Events Status Timestamp intermediar❑ Deliver❑ Events Status Timestamp Certified Deliver❑ Events Status Timestamp Caron Cop[] Events Status Timestamp Sherri Thurman Sent: 12/1/2017 8:05:05 AM sherri.thurman@cityofdenton.com L Security Level: Email, Account Authentication -COPIED (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Julia Winkley Sent: 12/1/2017 8:05:06 AM julia.winkley@cityofdenton.com OPIED Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Caron Cop[] Events Status Timestamp Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign Chuck Springer Charles.Springer@cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ❑otar❑ Events Signature Timestamp Envelope Summar❑ Events Status Timestamps Envelope Sent Hashed/Encrypted 12/1/2017 8:11:48 AM ❑allnent Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM Parties agreed to: Frank Crawford, Todd Hileman ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN Legislation Text File #: ID 17-1662, Version: 1 AGENDA CAPTION Consider adoption of an ordinance approving the expenditure of funds for the purchase of Annual Maintenance for the City of Denton Cisco Networked Devices (SmartNet) including switches, routers, wireless and Cisco IP phone equipment including 24 hour/7 days per week Technical Assistance Center (TAC) support on all equipment located in City of Denton facilities as awarded by the State of Texas Department of Information Resources (DIR) through the Go DIRect Program, Contract Number DIR-TSO-2542; providing for the expenditure of funds therefor; and providing an effective date (File 6645- awarded to Presidio Networked Solutions Group, LLC in the not -to -exceed amount of $164,531.40). City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton _ city Hale 41"I&IMMM215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Materials Management CM: Todd Hileman DATE: December 5, 2017 SUBJECT Consider adoption of an ordinance approving the expenditure of funds for the purchase of Annual Maintenance for the City of Denton Cisco Networked Devices (SmartNet) including switches, routers, wireless and Cisco IP phone equipment including 24 hour/7 days per week Technical Assistance Center (TAC) support on all equipment located in City of Denton facilities as awarded by the State of Texas Department of Information Resources (DIR) through the Go DIRect Program, Contract Number DIR-TSO- 2542; providing for the expenditure of funds therefor; and providing an effective date (File 6645- awarded to Presidio Networked Solutions Group, LLC in the not -to -exceed amount of $164,531.40). FILE INFORMATION The Cisco network provides mission critical support pathways for all departments using phone and data services including Police and Fire, Electric, Water, Solid Waste, Customer Service, Engineering, Library, City Manager's Office, Municipal Court, Facilities Management, Fleet Services, Parks, Purchasing, Planning, Building Inspections, Human Resources Warehouse and Finance. It is essential for the City of Denton to keep current maintenance with the vendor to ensure availability of upgrades, software fixes and access to knowledge and support resources. The recommended Cisco reseller quote from Presidio Networked Solutions Group, LLC, which was obtained through the State of Texas Department of Information Resources (DIR) through the Go DIRect Program, meets statutory requirements for competitive bidding, but staff elected to solicit two comparison quotes to ensure that the best value was obtained. A comparison of the total cost is included as Exhibit 2. Two of the resellers provided quotes through the Texas DIR pricing contract (Exhibit 3 -Quotes). The Technology Services department could not identify any local vendors that could provide software maintenance for this application. Presidio Networked Solutions Group, LLC provided the best value with the lowest pricing of all three resellers. An RFP is currently in process for information technology infrastructure to include a multi-year contract to guarantee favorable pricing for a three (3) year period that will include Cisco SmartNet Maintenance. RECOMMENDATION Approve the purchase of Cisco SmartNet to renew our existing licenses from Presidio Networked Solutions Group, LLC. in the not -to -exceed amount of $164,531.40. PRINCIPAL PLACE OF BUSINESS Presidio Networked Solutions Group, LLC Lewisville, TX ESTIMATED SCHEDULE OF PROJECT Annual maintenance is being paid for the period of November 30, 2017 through November 30, 2018. Initial equipment is typically purchased with three (3) years of support and maintenance, and then is purchased annually thereafter to accommodate the equipment lifecycle. FISCAL INFORMATION Funding for this item is budgeted in the fiscal year 2017-18 Technology Services operating account 830200.6504. 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: 1.5 Utilize technology to enhance efficiency and productivity EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Cost Comparison Exhibit 3: Quotes Exhibit 4: Ordinance Respectfully submitted: Karen Smith, 349-8436 Purchasing Manager For information concerning this acquisition, contact: Melissa Kraft, 349-7823, Chief Technology Officer Cost Comparison Analysis File 6645 -Cisco SmartNet Maintenance Renewal QTY TO ITEM ORDER DESCRIPTION Presidio Networked Solutions Group, LLC DIR-TSO-2542 Unit Price Extended Amount Unit Price PCM -G Extended Amount Netsync Network Solutions, DIR- TSO -2542 Unit Price Extended Amount Percentage Savings Offered by Presidio vs. othervendors 1 1 AIR-CAP1552E-A-K9 169.74 $ 169.74 $ 176.83 $ 176.83 $ 169.74 $ 169.74 1% 2 1 AIR-CAP1552E-A-K9 169.74 $ 169.74 $ 176.83 $ 176.83 $ 169.74 $ 169.74 1% 3 1 AIR-CAP1552E-A-K9 169.74 $ 169.74 $ 176.83 $ 176.83 $ 169.74 $ 169.74 1% 4 1 AIR-CAP1552E-A-K9 169.74 $ 169.74 $ 176.83 $ 176.83 $ 169.74 $ 169.74 1% 5 1 AIR-CAP1552E-A-K9 169.74 $ 169.74 $ 176.83 $ 176.83 $ 169.74 $ 169.74 1% 6 1 AIR-CAP1552E-A-K9 169.74 $ 169.74 $ 176.83 $ 176.83 $ 169.74 $ 169.74 1% 7 1 AIR-CAP1552E-A-K9 169.74 $ 169.74 $ 176.83 $ 176.83 $ 169.74 1 $ 169.74 1% 8 1 AIR-CAP1552E-A-K9 169.74 $ 169.74 $ 176.83 $ 176.83 $ 169.74 $ 169.74 1% 9 1 AIR-CAP1552E-A-K9 169.74 $ 169.74 $ 176.83 $ 176.83 $ 169.74 $ 169.74 1% 10 1 AIR-CAP1552E-A-K9 169.74 $ 169.74 $ 176.83 $ 176.83 $ 169.74 $ 169.74 1% 11 1 AIR-CAP1552E-A-K9 169.74 $ 169.74 $ 176.83 $ 176.83 $ 169.74 $ 169.74 1% 12 1 AIR-CAP1552E-A-K9 169.74 $ 169.74 $ 176.83 $ 176.83 $ 169.74 $ 169.74 1% 13 1 AIR-CT5508-25-K9 1,875.34 $ 1,875.34 $ 1,953.72 $ 1,953.72 $ 1,875.34 $ 1,875.34 1% 14 1 AIR-CT5508-CA-K9 1,289.04 $ 1,289.04 $ 1,342.91 $ 1,342.91 $ 1,289.04 $ 1,289.04 1% 15 1 ASA5505-BUN-K9 58.22 $ 58.22 $ 60.65 $ 60.65 $ 58.22 $ 58.22 1% 16 1 ASA5505-SEC-BUN-K9 166.46 $ 166.46 $ 173.42 $ 173.42 $ 166.46 $ 166.46 1% 17 1 ASA5510-BUN-K9 411.82 $ 411.82 $ 429.04 $ 429.04 $ 411.82 $ 411.82 1% 18 11 ASA5510-SEC-BUN-K9 529.29 $ 529.29 $ 551.42 $ 551.42 $ 529.29 $ 529.29 1% 19 1 ASA5510-SEC-BUN-K9 529.29 $ 529.29 $ 551.42 $ 551.42 $ 529.29 $ 529.29 1% 20 1 ASA5520-BUN-K9 941.80 $ 941.80 $ 981.17 $ 981.17 $ 941.80 $ 941.80 1% 21 1 ASA5520-BUN-K9 941.80 $ 941.80 $ 981.17 $ 981.17 $ 941.80 $ 941.80 1% 22 1 ASA5520-BUN-K9 941.80 $ 941.80 $ 981.17 $ 981.17 $ 941.80 $ 941.80 1% 23 1 ASA5520-BUN-K9 941.80 $ 941.80 $ 981.17 $ 981.17 $ 941.80 $ 941.80 1% 24 1 C1F2PNEX9300K9 1,130.14 $ 1,130.14 $ 1,390.75 $ 1,390.75 $ 1,130.14 $ 1,130.14 7% 25 1 C1F2PNEX9300K9 1,130.14 $ 1,130.14 $ 1,390.75 $ 1,390.75 $ 1,130.14 $ 1,130.14 7% 26 1 jC1F2PNEX9300K9 1,130.14 $ 1,130.14 $ 1,390.75 $ 1,390.75 $ 1,130.14 $ 1,130.14 1 7% 27 1 C1F2PNEX9300K9 1,130.14 $ 1,130.14 $ 1,390.75 $ 1,390.75 $ 1,130.14 $ 1,130.14 7% 28 1 C1F4PNEX9300K9 1,435.59 $ 1,435.59 $ 1,766.63 $ 1,766.63 $ 1,435.59 $ 1,435.59 7% 29 1 C1F4PNEX9300K9 1,435.59 $ 1,435.59 $ 1,766.63 $ 1,766.63 $ 1,435.59 $ 1,435.59 7% 30 1 C1F4PNEX9300K9 1,435.59 $ 1,435.59 $ 1,766.63 $ 1,766.63 $ 1,435.59 $ 1,435.59 7% 31 1 C1F4PNEX9300K9 1,435.59 $ 1,435.59 $ 1,766.63 $ 1,766.63 $ 1,435.59 $ 1,435.59 7% 32 1 CIFPAIRK9 434.60 $ 434.60 $ 452.76 $ 452.76 $ 434.60 $ 434.60 1% 33 1 CIFPAIRK9 434.60 $ 434.60 $ 452.76 $ 452.76 $ 434.60 $ 434.60 1% 34 1 C1-N9K-C93180-BUN 734.46 $ 734.46 $ 903.82 $ 903.82 $ 734.46 $ 734.46 7% 35 1 C1-N9K-C93180-BUN 734.46 $ 734.46 $ 903.82 $ 903.82 $ 734.46 $ 734.46 7% 36 1 C1-N9K-C93180-BUN 734.46 $ 734.46 $ 903.82 $ 903.82 $ 734.46 $ 734.46 7% 37 1 C1-N9K-C93180-BUN 734.46$ 734.46 $ 903.82 $ 903.82 $ 734.46 $ 734.46 7% 38 1 C1-N9K-C9332PQ 913.55 $ 913.55 $ 1,124.22 $ 1,124.22 $ 913.55 $ 913.55 7% 39 1 C1-N9K-C9332PQ 913.55 $ 913.55 $ 1,124.22 $ 1,124.22 $ 913.55 $ 913.55 7% Cost Comparison Analysis QTY TO ITEM ORDER DESCRIPTION Presidio Networked Solutions Group, LLC DIR-TSO-2542 Unit Price Extended Amount Unit Price PCM -G Extended Amount Netsync Network Solutions, DIR- TSO -2542 Unit Price Extended Amount Percentage Savings Offered by Presidio vs. othervendors 40 1 C1-N9K-C9332PQ 913.55 $ 913.55 $ 1,124.22 $ 1,124.22 $ 913.55 $ 913.55 7% 41 1 C1-N9K-C9332PQ 913.55 $ 913.55 $ 1,124.22 $ 1,124.22 $ 913.55 $ 913.55 7% 42 1 C6840 -X -LE -40G 2,551.54 $ 2,551.54 $ 3,288.94 $ 3,288.94 $ 2,551.54 $ 2,551.54 9% 43 1 C6840 -X -LE -40G 2,551.54 $ 2,551.54 $ 3,288.94 $ 3,288.94 $ 2,551.54 $ 2,551.54 9% 44 1 C6840 -X -LE -40G 2,508.30 $ 2,508.30 $ 3,288.94 $ 3,288.94 $ 2,508.30 $ 2,508.30 9% 45 1 C6840 -X -LE -40G 2,508.30 $ 2,508.30 $ 3,288.94 $ 3,288.94 $ 2,508.30 $ 2,508.30 9% 46 1 CCX-10-AQM-LIC 446.37 $ 446.37 $ 474.12 $ 474.12 $ 446.37 $ 446.37 2% 47 1 CCX-10-AQM-LIC 3,003.66 $ 3,003.66 $ 3,129.20 $ 3,129.20 $ 3,003.66 $ 3,003.66 1% 48 1 CCX-10-AQM-LIC 3,276.72 $ 3,276.72 $ 3,413.67 $ 3,413.67 $ 3,276.72 $ 3,276.72 1% 49 11 CCX-10-N-P-LIC 29,126.40 $ 29,126.40 $ 30,343.72 $ 30,343.72 $ 29,126.40 $ 29,126.40 1% 50 1 CCX-10-WFM-LIC 353.87 $ 353.87 $ 375.88 $ 375.88 $ 353.87 $ 353.87 2% 51 1 CCX-10-WFM-LIC 2,020.48 $ 2,020.48 $ 2,104.92 $ 2,104.92 $ 2,020.48 $ 2,020.48 1% 52 1 CCX-10-WFM-LIC 2,020.48 $ 2,020.48 $ 2,104.92 $ 2,104.92 $ 2,020.48 $ 2,020.48 1% 53 1 CP-DX80-K9= 261.58 $ 261.58 $ 272.51 $ 272.51 $ 261.58 $ 261.58 1% 54 1 CTS-QSC20-MIC 34.44 $ 34.44 $ 35.88 $ 35.88 $ 34.44 $ 34.44 1% 55 1 CTS-SX10-K9 262.40 $ 262.40 $ 273.37 $ 273.37 $ 262.40 $ 262.40 1% 56 1 DCNM-N7K-K9 1,640.00 $ 1,640.00 $ 1,708.54 $ 1,708.54 $ 1,640.00 $ 1,640.00 1% 57 11 DS-C9148D-8G16P-K9 446.08 $ 446.08 $ 464.72 $ 464.72 $ 446.08 $ 446.08 1% 58 1 DS-C9148D-8G16P-K9 446.08 $ 446.08 $ 464.72 $ 464.72 $ 446.08 $ 446.08 1% 59 1 ISR4331/K9 363.93 $ 363.93 $ 346.83 $ 346.83 $ 363.93 $ 363.93 -2% 60 1 ISR4331/K9 363.93 $ 363.93 $ 346.83 $ 346.83 $ 363.93 $ 363.93 -2% 61 1 ISR4331/K9 363.93 $ 363.93 $ 346.83 $ 346.83 $ 363.93 $ 363.93 -2% 62 1 ISR4331-V/K9 551.28 $ 551.28 $ 525.38 $ 525.38 $ 551.28 $ 551.28 -2% 63 1 ISR4331-V/K9 551.28 $ 551.28 $ 525.38 $ 525.38 $ 551.28 $ 551.28 -2% 64 1 ISR4331-V/K9 436.60 $ 436.60 $ 525.38 $ 525.38 $ 436.60 $ 436.60 6% 65 1 ISR4331-V/K9 436.60 $ 436.60 $ 525.38 $ 525.38 $ 436.60 $ 436.60 6% 66 1 ISR4331-V/K9 436.60 $ 436.60 $ 525.38 $ 525.38 $ 436.60 $ 436.60 6% 67 1 ISR4331-V/K9 436.60 $ 436.60 $ 525.38 $ 525.38 $ 436.60 $ 436.60 6% 68 1 ISR4331-V/K9 436.60 $ 436.60 $ 525.38 $ 525.38 $ 436.60 $ 436.60 6% 69 1 ISR4331-V/K9 436.60 $ 436.60 $ 525.38 $ 525.38 $ 436.60 $ 436.60 6% 70 1 ISR4331-V/K9 436.60 $ 436.60 $ 525.38 $ 525.38 $ 436.60 $ 436.60 6% 71 1 ISR4331-V/K9 436.60 $ 436.60 $ 525.38 $ 525.38 $ 436.60 $ 436.60 6% 72 11 ISR4431-V/K9 1,738.40 $ 1,738.40 $ 1,811.06 $ 1,811.06 $ 1,738.40 $ 1,738.40 1% 73 1 ISR4431-V/K9 1,738.40 $ 1,738.40 $ 1,811.06 $ 1,811.06 $ 1,738.40 $ 1,738.40 1% 74 1 L-CCX-90-A-AQM-LIC 121.20 $ 121.20 $ 126.27 $ 126.27 $ 121.20 $ 121.20 1% 75 1 L-CCX-90-A-AQM-LIC 302.99 $ 302.99 $ 315.68 $ 315.68 $ 302.99 $ 302.99 1% 76 1 LIC-CUCM-10X-ENH-A 57.38 $ 57.38 $ 56.38 $ 56.38 $ 57.38 $ 57.38 -1% 77 1 LIC-CUCM-10X-ENH-A 24.54 $ 24.54 $ 28.19 $ 28.19 $ 24.54 $ 24.54 5% 78 1 LIC-CUCM-10X-ENH-A 22.84 $ 22.84 $ 28.19 $ 28.19 $ 22.84 $ 22.84 7% Cost Comparison Analysis QTY TO ITEM ORDER DESCRIPTION Presidio Networked Solutions Group, LLC DIR-TSO-2542 Unit Price Extended Amount Unit Price PCM -G Extended Amount Netsync Network Solutions, DIR- TSO -2542 Unit Price Extended Amount Percentage Savings Offered by Presidio vs. othervendors 79 1 LIC-CUCM-10X-ENH-A 28,331.82 $ 28,331.82 $ 29,515.93 $ 29,515.93 $ 28,331.82 $ 28,331.82 1% 80 11 LIC-CUCM-10X-ENH-A 2,002.44 $ 2,002.44 $ 2,086.13 $ 2,086.13 $ 2,002.44 $ 2,002.44 1% 81 1 LIC-CUCM-10X-ENH-A 20.84 $ 20.84 $ 28.19 $ 28.19 $ 20.84 $ 20.84 1171 82 1 LIC-CUCM-10X-ENH-A 16.75 $ 16.75 $ 28.19 $ 28.19 $ 16.75 $ 16.75 19% 83 1 LIC-CUCM-10X-ENH-A 16.68 $ 16.68 $ 28.19 $ 28.19 $ 16.68 $ 16.68 19% 84 1 LIC-CUCM-10X-ENH-A 15.87 $ 15.87 $ 28.19 $ 28.19 $ 15.87 $ 15.87 21% 85 1 LIC-CUCM-10X-ENH-A 14.68 $ 14.68 $ 28.19 $ 28.19 $ 14.68 $ 14.68 23% 86 1 LIC-CUCM-10X-ENH-A 5.78 $ 5.78 $ 28.19 $ 28.19 $ 8.90 $ 8.90 60% 87 1 LIC-CUCM-10X-ENH-A 8.90 $ 8.90 $ 28.19 $ 28.19 $ 6.82 $ 6.82 39% 88 11 LIC-CUCM-10X-ENH-A 6.82 $ 6.82 $ 28.19 $ 28.19 $ 6.82 $ 6.82 51% 89 1 LIC-CUCM-10X-ENH-A 6.82 $ 6.82 $ 28.19 $ 28.19 $ 5.78 $ 5.78 50% 90 1 LIC-CUCM-10X-ESS-A 98.40 $ 98.40 $ 102.51 $ 102.51 $ 98.40 $ 98.40 1% 91 1 LIC-CUCM-10X-ESS-A 619.92 $ 619.92 $ 645.83 $ 645.83 $ 619.92 $ 619.92 1% 92 1 LIC-CUCM-9X-ENH-A 62.42 $ 62.42 $ 51.08 $ 51.08 $ 54.12 $ 54.12 -12% 93 1 LIC-CUCM-9X-ENH-A 23.94 $ 23.94 $ 28.19 $ 28.19 $ 23.94 $ 23.94 6% 94 1 LIC -TP -10X -ROOM 127.92 $ 127.92 $ 133.27 $ 133.27 $ 127.92 $ 127.92 1% 95 11 L-LIC-CT5508-25A 1,331.68 $ 1,331.68 $ 1,387.34 $ 1,387.34 $ 1,331.68 $ 1,331.68 1% 96 1 L-LIC-CT5508-25A 1,331.68 $ 1,331.68 $ 1,387.34 $ 1,387.34 $ 1,331.68 $ 1,331.68 1% 97 1 L-LIC-CT5508-25A 1,331.68 $ 1,331.68 $ 1,387.34 $ 1,387.34 $ 1,331.68 $ 1,331.68 1% 98 1 L-LIC-CT5508-25A 1,331.68 $ 1,331.68 $ 1,387.34 $ 1,387.34 $ 1,331.68 $ 1,331.68 1% 99 1 L-LIC-CT5508-25A 1,331.68 $ 1,331.68 $ 1,387.34 $ 1,387.34 $ 1,331.68 $ 1,331.68 1% 100 1 L-LIC-CT5508-5A 265.68 $ 265.68 $ 276.78 $ 276.78 $ 265.68 $ 265.68 1% 101 1 L-LIC-CT5508-5A 531.36 $ 531.36 $ 553.57 $ 553.57 $ 531.36 $ 531.36 1% 102 1 L-LIC-CT5508-5A 265.68 $ 265.68 $ 276.78 $ 276.78 $ 265.68 $ 265.68 1% 103 11 L-LIC-CT5508-5A 531.36 $ 531.36 $ 553.57 $ 553.57 $ 531.36 $ 531.36 1% 104 1 L-MGMT3X-AP-K9 430.50 $ 430.50 $ 448.49 $ 448.49 $ 430.50 $ 430.50 1% 105 1 L-MGMT3X-AP-K9 15.99 $ 15.99 $ 53.82 $ 53.82 $ 15.99 $ 15.99 44% 106 1 L-MGMT3X-AP-K9 2,152.50 $ 2,152.50 $ 2,242.46 $ 2,242.46 $ 2,152.50 $ 2,152.50 1% 107 1 L-MGMT3X-AP-K9 10.62 $ 10.62 $ 17.94 $ 17.94 $ 10.62 $ 10.62 19% 108 1 L-MGMT3X-AP-K9 9.34 $ 9.34 $ 17.94 $ 17.94 $ 9.34 $ 9.34 23% 109 1 L-MGMT3X-AP-K9 7.59 $ 7.59 $ 17.94 $ 17.94 $ 7.97 $ 7.97 32% 110 1 L-MGMT3X-AP-K9 7.97 $ 7.97 $ 17.94 $ 17.94 $ 7.59 $ 7.59 29% 111 1 L-MGMT3X-AP-K9 11.61 $ 11.61 $ 17.94 $ 17.94 $ 11.61 $ 11.61 15% 112 1 L-MGMT3X-AP-K9 15.01 $ 15.01 $ 35.88 $ 35.88 $ 15.01 $ 15.01 32% 113 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 114 1 L-UNITYCN8-USR 73.80 $ 73.80 $ 76.88 $ 76.88 $ 73.80 $ 73.80 1% 115 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 116 1 L-UNITYCN8-USR 24.60 $ 24.60 $ 25.63 $ 25.63 $ 24.60 $ 24.60 1% 117 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% Cost Comparison Analysis QTY TO ITEM ORDER DESCRIPTION Presidio Networked Solutions Group, LLC DIR-TSO-2542 Unit Price Extended Amount Unit Price PCM -G Extended Amount Netsync Network Solutions, DIR- TSO -2542 Unit Price Extended Amount Percentage Savings Offered by Presidio vs. othervendors 118 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 119 11 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 120 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 121 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 36.90 $ 36.90 40% 122 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 123 1 L-UNITYCN8-USR 73.80 $ 73.80 $ 76.88 $ 76.88 $ 73.80 $ 73.80 1% 124 1 L-UNITYCN8-USR 36.90 $ 36.90 $ 38.44 $ 38.44 $ 12.30 $ 12.30 -26% 125 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 126 1 L-UNITYCN8-USR 24.60 $ 24.60 $ 25.63 $ 25.63 $ 24.60 $ 24.60 1% 127 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 128 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 129 1 L-UNITYCN8-USR 61.50 $ 61.50 $ 64.07 $ 64.07 $ 61.50 $ 61.50 1% 130 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 131 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 132 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 133 1 L-UNITYCN8-USR 73.80 $ 73.80 $ 76.88 $ 76.88 $ 73.80 $ 73.80 1% 134 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 135 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 136 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 137 1 L-UNITYCN8-USR 49.20 $ 49.20 $ 51.26 $ 51.26 $ 49.20 $ 49.20 1% 138 1 L-UNITYCN8-USR 49.20 $ 49.20 $ 51.26 $ 51.26 $ 49.20 $ 49.20 1% 139 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 140 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 141 1 L-UNITYCN8-USR 24.60 $ 24.60 $ 25.63 $ 25.63 $ 24.60 $ 24.60 1% 142 1 L-UNITYCN8-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% 143 1 R-CSACS-58VMUP-K9= 944.64 $ 944.64 $ 984.12 $ 984.12 $ 944.64 $ 944.64 1% 144 1 R-CSACS-58VMUP-K9= 944.64 $ 944.64 $ 984.12 $ 984.12 $ 944.64 $ 944.64 1% 145 1 UNITYCN10-STD-USR 11.15 $ 11.15 $ 12.81 $ 12.81 $ 11.15 $ 11.15 5% 146 1 UNITYCN10-STD-USR 10.38 $ 10.38 $ 12.81 $ 12.81 $ 10.38 $ 10.38 7% 147 1 UNITYCN10-STD-USR 11,537.40 $ 11,537.40 $ 12,019.60 $ 12,019.60 $ 11,537.40 $ 11,537.40 1% 148 1 UNITYCN10-STD-USR 9.47 $ 9.47 $ 12.81 $ 12.81 $ 9.47 $ 9.47 11% 149 1 UNITYCN10-STD-USR 7.62 $ 7.62 $ 12.81 $ 12.81 $ 7.62 $ 7.62 19% 150 1 UNITYCN10-STD-USR 7.59 $ 7.59 $ 12.81 $ 12.81 $ 7.59 $ 7.59 19% 151 1 UNITYCN10-STD-USR 7.21 $ 7.21 $ 12.81 $ 12.81 $ 7.21 $ 7.21 21% 152 1 UNITYCN10-STD-USR 6.67 $ 6.67 $ 12.81 $ 12.81 $ 6.67 $ 6.67 23% 153 1 UNITYCN10-STD-USR 4.04 $ 4.04 $ 12.81 $ 12.81 $ 4.04 $ 4.04 42% 154 1 UNITYCN10-STD-USR 3.10 $ 3.10 $ 12.81 $ 12.81 $ 3.10 $ 3.10 511 155 1 UNITYCN10-STD-USR 3.10 $ 3.10 $ 12.81 $ 12.81 $ 3.10 $ 3.10 51% 156 1 UNITYCN9-STD-USR 12.30 $ 12.30 $ 12.81 $ 12.81 $ 12.30 $ 12.30 1% Cost Comparison Analysis QTY TO ITEM ORDER DESCRIPTION Presidio Networked Solutions Group, LLC DIR-TSO-2542 Unit Price Extended Amount Unit Price PCM -G Extended Amount Netsync Network Solutions, DIR- TSO -2542 Unit Price Extended Amount Percentage Savings Offered by Presidio vs. othervendors 157 1 UNITYCN9-STD-USR 28.37 $ 28.37 $ 12.81 $ 12.81 $ 24.60 $ 24.60 -29% 158 11 UNITYCN9-STD-USR 10.88 $ 10.88 $ 23.22 $ 23.22 $ 10.88 $ 10.88 27% 159 1 VG310 357.09 $ 357.09 $ 383.57 $ 383.57 $ 357.09 $ 357.09 2% 160 1 VG310 357.09 $ 357.09 $ 383.57 $ 383.57 $ 357.09 $ 357.09 2% 161 1 VG310 357.09 $ 357.09 $ 383.57 $ 383.57 $ 357.09 $ 357.09 2% 162 1 VG310 357.09 $ 357.09 $ 383.57 $ 383.57 $ 357.09 $ 357.09 2% 163 1 VG310 357.09 $ 357.09 $ 383.57 $ 383.57 $ 357.09 $ 357.09 2% 164 1 VG310 357.09 $ 357.09 $ 383.57 $ 383.57 $ 357.09 $ 357.09 2% 165 1 VG310 368.18 $ 368.18 $ 383.57 $ 383.57 $ 368.18 $ 368.18 1% 166 1 VG310 368.18 $ 368.18 $ 383.57 $ 383.57 $ 368.18 $ 368.18 1% 167 1 VG320 1,272.85 $ 1,272.85 $ 1,228.44 $ 1,228.44 $ 1,272.85 $ 1,272.85 -1% 168 1 WS-C3650-24PS-S 263.22 $ 263.22 $ 274.22 $ 274.22 $ 263.22 $ 263.22 1% 169 1 WS-C3850-12XS-E 688.50 $ 688.50 $ 833.77 $ 833.77 $ 688.50 $ 688.50 7% 170 1 WS-C3850-12XS-E 688.50 $ 688.50 $ 833.77 $ 833.77 $ 688.50 $ 688.50 7% 171 1 WS-C3850-12XS-E 688.50 $ 688.50 $ 833.77 $ 833.77 $ 688.50 $ 688.50 7% 172 1 WS-C3850-12XS-E 688.50 $ 688.50 $ 833.77 $ 833.77 $ 688.50 $ 688.50 7% 173 1 WS-C3850-12XS-E 688.50 $ 688.50 $ 833.77 $ 833.77 $ 688.50 $ 688.50 7% 174 1 WS-C3850-12XS-E 688.50 $ 688.50 $ 833.77 $ 833.77 $ 688.50 $ 688.50 7% 175 1 WS-C3850-12XS-E 688.50 $ 688.50 $ 833.77 $ 833.77 $ 688.50 $ 688.50 7% 176 1 WS-C3850-24XS-E 1,111.04 $ 1,111.04 $ 1,345.48 $ 1,345.48 $ 1,111.04 $ 1,111.04 7% 177 1 WS-C3850-24XS-E 1,111.04 $ 1,111.04 $ 1,345.48 $ 1,345.48 $ 1,111.04 $ 1,111.04 7% 178 1 WS-C3850-24XS-E 1,111.04 $ 1,111.04 $ 1,345.48 $ 1,345.48 $ 1,111.04 $ 1,111.04 7% 179 1 WS-C3850-24XS-E 1,111.04 $ 1,111.04 $ 1,345.48 $ 1,345.48 $ 1,111.04 $ 1,111.04 7% 180 1 WS-C3850-24XS-E 1,111.04 $ 1,111.04 $ 1,345.48 $ 1,345.48 $ 1,111.04 $ 1,111.04 7% 181 1 WS-C3850-24XS-E 1,111.04 $ 1,111.04 $ 1,345.48 $ 1,345.48 $ 1,111.04 $ 1,111.04 7% 182 1 WS-C3560CG-8TC-S 87.74 $ 87.74 $ 91.41 $ 91.41 $ 87.74 $ 87.74 1% 183 1 WS-C3560CG-8TC-S 87.74 $ 87.74 $ 91.41 $ 91.41 $ 87.74 $ 87.74 1% 184 1 WS-C3750X-24T-S 336.20 $ 336.20 $ 366.48 $ 366.48 $ 351.78 $ 351.78 4% TOTAL $ 164,531.40 $ 179,797.20 $ 164,534.91 3% P R �E S 11 D I 0,� Go Mlltect TO: CITY OF DENTON Rich Rangel 215 E MCKINNEY ST City of Denton, TX 76201-4299 Rich. Rangel@cityofdenton.com (p) (940) 349-7453 BILL TO: City of Denton 901 B Texas St Denton, TX 76209 Customer#: CITY0583 Account Manager: Stephanie Barnes Inside Sales Rep: Chad Flatt Title: City of Denton- Smartnet Renewal 2017 1 CON-SMARTNET CON-SMARTNET RENEWAL RENEWAL Comments: Please see the attached spreadsheet for details. QUOTE: 2003117710080-02 DATE: 11/08/2017 PAGE: 1 of 1 FROM: Presidio Networked Solutions Group, LLC Chad Flatt 1955 Lakeway Drive Suite 220 Lewisville, TX 75057 cflatt@presidio.com (p) 469.549.3899 (f) 469.549.3870 SHIP TO: CITY OF DENTON TECH SERVICES DEPT 601 EAST HICKORY ST. STE A DENTON, TX 76205 Contract Vehicle: Texas DIR-TSO-2542 CISCO Branded Product and Related Services $164,531.40 1 $164,531.40 for 12 mo(s) This quote is governed by Terms and Conditions of Texas DIR-TSO-2542 Contract. State of Texas Vendor ID 17605152499 Standard -Terms -for -Purchase -of -Services or Goods Quote valid for 30 days from date shown above. Prices may NOT include all applicable taxes and shipping charges All prices subject to change without notice. Supply subject to availability. Purchase Order should be issued to: Presidio Networked Solutions Group, LLC 1955 Lakeway Drive, Suite 220 Lewisville, TX 75057 Pursuant to this contract your PO must reflect the following contract: Texas DIR-TSO-2542 Tax ID# 58-1667655, Size Business: Large, CAGE Code: OKDO5, DUNS#15-405-0959, CEC 15-506005G Credit: Net 30 days (all credit terms subject to prior Presidio credit department approval) Delivery: FOB Terms Dictated by individual PO details Customer hereby authorizes and agrees to make timely payment for products delivered and services rendered, including payments for partial shipments Customer Signature Date ORDINANCE NO. AN ORDINANCE APPROVING THE EXPENDITURE OF FUNDS FOR THE PURCHASE OF ANNUAL, MAINTENANCE FOR THE CITY OF DENTON CISCO NETWORKED DEVICES (SMARTNET) INCLUDING SWITCHES, ROUTERS, WIRELESS, AND CISCO IP PHONE EQUIPMENT INCLUDING 24 HOUR/? DAYS PER WEEK TECHNICAL ASSISTANCE CENTER (TAC) SUPPORT ON ALL EQUIPMENT LOCATED IN CITY OF DENTON FACILITIES, AS AWARDED BY THE STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES (DIR) THROUGH THE GO DIRECT PROGRAM, CONTRACT NUMBER DIR- TSO-2542; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 6645- AWARDED TO PRESIDIO NETWORKED SOLUTIONS GROUP, LLC IN THE NOT -TO -EXCEED AMOUNT OF $164,531.40.) WHEREAS, pursuant to Resolution 92-019, the State of Texas has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of State law on behalf of the City of Denton; and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the State of Texas Department of Information Services Go Direct Program at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The numbered items in the following numbered purchase order for materials, equipment, supplies, or services, shown in the "File Number" listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMBER VENDOR AMOUNT 6645 Presidio Networked Solutions Group, LLC $164,531.40 SECTION 2. By the acceptance and approval of the above numbered items set forth in the attached purchase orders, the City accepts the offer of the persons submitting the bids to the State of Texas Department of Information Services Go Direct Program for such items, and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities, and for the specified sums contained in the bid documents and related documents filed with the State of Texas Department of Information Services Go Direct Program, and the purchase orders issued by the City. SECTION 3. That should the City and persons submitting approved and accepted items set forth in the attached purchase orders wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the State of "Texas Department of Information Services Go Direct Program, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, and standards contained in the Proposal submitted to the State of Texas Department of Information Services Go Direct Program, quantities and specified sums contained in the City's purchase orders, and related documents herein approved and accepted. SECTION 4. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount, and in accordance with the approved bids. SECTION 5. That 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 :• APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN Legislation Text File #: ID 17-1678, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton terminating the lease agreement as amended, to the extent the same was properly assigned, between the City and Opala, LLC, a Texas limited liability company; terminating Opala, LLC's tenancy, if any, in 1301 S. Mayhill Rd. and 1001 S. Mayhill Rd., Buildings 101 and 102, Denton, Texas; providing a severability clause; and providing an effective date. City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI Agenda Information Sheet DEPARTMENT: Solid Waste & Recycling Department CM/ ACM: Mario Canizares Date: December 5, 2017 SUBJECT ..Title AN ORDINANCE OF THE CITY OF DENTON TERMINATING THE LEASE AGREEMENT AS AMENDED, TO THE EXTENT THE SAME WAS PROPERLY ASSIGNED, BETWEEN THE CITY AND OPALA, LLC, A TEXAS LIMITED LIABILITY COMPANY; TERMINATING OPALA, LLC'S TENANCY, IF ANY, IN 1301 S. MAYHILL RD. AND 1001 S. MAYHILL RD., BUILDINGS 101 AND 102, DENTON, TEXAS; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. ..Body BACKGROUND On June 4, 2013, the City of Denton entered into a lease agreement with Master Recycling, Inc. for the use of 1301 S. Mayhill Rd, a 3.5 acre tract of land located on the Solid Waste department's landfill property. This agreement was later amended on October 15, 2013 to include the use of additional Solid Waste facilities located at 1001 S. Mayhill Rd. According to the amended lease agreement, the firm's stated use of these facilities was for the handling, processing, storage, and production of biofuels and associated by-products. As part of the lease agreement, the City's Solid Waste department agreed to dispose of the liquid by-products associated with the firm's biofuel production process. The agreement allows Master Recycling to dispose of 15,000 gallons of liquid each day so long as the waste is allowable by the department's TCEQ waste disposal permit. On September 5, 2014, the amended lease was purportedly assigned to Pa'ele, LLC, now known as Opala, LLC; however, the assignment was never approved by the City Council as required by the amended lease agreement. To date, Opala's use of these facilities has been for materials recycling of containerized liquid products. Due to restrictions in the department's waste disposal permit, Solid Waste is unable to dispose of Opala's liquid waste directly into the landfill. In order to dispose of the liquids associated with Opala's recycling operation, the department must combine the liquid waste with wood products to produce compost. The waste grade compost can then be disposed using the department's landfill. Staff estimates the costs to continue the composting and disposal process to be at least $208,000 annually. Because it is uncertain and speculative that the introduction of the post -destruction liquids received from Opala, LLC, provides any benefit to landfill operations for the City's ELR Landfill above that of using water and the financial burden the aforementioned disposal process creates for Solid Waste's rate payers, staff recommends immediate elimination of the department's composting operation related to the landfill including any supporting agreements, activities and spending. Further, staff believes that the amended lease agreement between Master Recycling, LLC and the City of Denton was not properly assigned to Opala, LLC. As a result, staff recommends terminating the amended lease agreement, to the extent it was properly assigned, and Opala's tenancy, if any, in 1301 S. Mayhill Rd. and 1001 S. Mayhill Rd., Buildings 101 and 102. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.1 Manage financial resources in a responsible manner EXHIBITS 1. Agenda Information Sheet 2. Ordinance Respectfully submitted: Ethan Cox, 349-7421 Director of Solid Waste ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON TERMINATING THE LEASE AGREEMENT AS AMENDED, TO THE EXTENT THE SAME WAS PROPERLY ASSIGNED, BETWEEN THE CITY AND OPALA, LLC, A TEXAS LIMITED LIABILITY COMPANY; TERMINATING OPALA, LLC'S TENANCY, IF ANY, IN 1301 S. MAYHILL RD. AND 1001 S. MAYHILL RD., BUILDINGS 101 AND 102, DENTON, TEXAS; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on June 4, 2013, under the authority of Ordinance No. 2013-143, a copy of which is attached as Exhibit "A", the City of Denton entered into a Lease Agreement with Master Recycling of Texas, Inc., a Texas corporation, for the use of a certain 3.5 acre tract of land located on the City's solid waste landfill site and which is commonly known as 1301 S. Mayhill Rd., Denton, Texas; WHEREAS, on October 15, 2013, under the authority of Ordinance No. 2013-274, a copy of which is attached as Exhibit "B", the City of Denton entered into a First Amendment to the Lease Agreement with Master Recycling, Inc., for the use of a certain 1.924 acre tract located on the City's Municipal Solid Waste facility and which is commonly known as 1001 S. Mayhill Rd., Buildings 101 and 102, Denton, Texas (1301 S. Mayhill Rd. and 1001 S. Mayhill Rd., Buildings 101 and 102, Denton, Texas are hereinafter referred to as the "Leasehold Estate"). WHEREAS, on September 5, 2014, Master Recycling, Inc., without approval of the City's Council as required by the Lease Agreement as Amended, purportedly assigned the Lease Agreement as Amended to Pa'ele, LLC, a Texas limited liability company, now known as Opala, LLC; WHEREAS, the stated use of the Leasehold Premises under the Lease Agreement as Amended was for the handling, processing, storage of biofuels and recyclable materials, the production of biofuels and associated by-products and the end products therefrom, and other operations associated with the containerized liquid products which may include but not be limited to the packaging and repackaging of liquid drink products to return them to a marketable condition or for use in the production of ethanol; WHEREAS, Opala, LLC's actual use of the Leasehold Premises is materials recycling of containerized liquid products while disposing of the post -destruction liquids with the City, at no cost; WHEREAS, the City, to dispose of the post -destruction liquids to the working face of the enhanced leachate recirculation landfill ("ELR Landfill"), must combine the post destruction liquids with wood products to produce compost ("ELR Landfill Compost Operations") and, in accordance with the provisions of the Municipal Solid Waste Permit 1590A issued by the Texas Commission on Environmental Quality, can only dispose of waste grade compost onto the ELR Landfill; WHEREAS, the cost to the City to accept, transport, and process these post -destruction liquids from Opala, LLC, so that they can be disposed of in the ELR Landfill is estimated to a minimum of $208,000 annually; WHEREAS, it is uncertain and speculative that the introduction of the post -destruction liquids received from Opala, LLC, provides any benefit to landfill operations for the City's ELR Landfill above that of using water; and WHEREAS, the City Council of the City of Denton believes that it is in the best interest of the City to terminate the ELR Landfill Compost Operations and the supporting agreements, activities and spending related to the same, including the Lease Agreement as Amended; WHEREAS, the City Council of the City of Denton believes that the Lease Agreement as Amended was not properly assigned to Opala, LLC, from Master Recycling, Inc., Opala, LLC's tenancy, if any, related to the Leasehold Estate should be terminated and the City take possession of the Leasehold Estate; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF DENTON: SECTION 1. That the facts and recitations contained in the preamble of this ordinance are found and declared to be true and correct and are incorporated herein for all purposes. SECTION 2. That the City Council, to the extent it was properly assigned, terminates the Lease Agreement approved by City Council under Ordinance No. 2013-143 and amended under Ordinance No. 2013-274 ("Lease Agreement as Amended"). SECTION 3. That the City Manager, or his designee, and the City Attorney, or his designee, are authorized to take any and all actions necessary to effect the termination the Lease Agreement as Amended. SECTION 4. That the City Council terminates Opala, LLC's tenancy, if any, in and to 1301 S. Mayhill Rd. and 1001 S. Mayhill Rd., Buildings 101 and 102, Denton, Texas ("Leasehold Estate"). SECTION 5. That the City Manager, or his designee, and the City Attorney, or his designee, are authorized to take any and all actions necessary to effect the termination of Opala, LLC's tenancy, if any, in the Leasehold Estate and remove Opala, LLC from the Leasehold Estate and for the City of Denton to take possession of the same. SECTION 6. That all ordinances or portions thereof in conflict with the provisions of this ordinance, to the extent of such conflict, are repealed. To the extent that such ordinances or portions thereof are not in conflict herewith, the same remain in full force and effect. SECTION 7. That should any word, sentence, clause, paragraph or provision of this ordinance be held to be invalid or unconstitutional, the validity of the remaining provisions of this ordinance shall not be affected and shall remain in full force and effect. SECTION 8. That this ordinance shall take effect immediately from and after its passages. DULY PASSED AND APPROVED by the City Council of the City of Denton on the 5"' day of December, 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY M APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: EXHIBIT "A" TO ORDINANCE ORDINANCE NO. 2013-143 AN ORDINANCE APPROVING A LEASE AGREEMENT TO BE EXECUTED BY THE CITY MANAGER, BY AND BETWEEN THE CITY OF DENTON, TEXAS AND MASTER RECYCLING OF TEXAS, INC., A CORPORATION, FOR A CERTAIN 3.5 ACRE TRACT OF LAND SITUATED IN THE GIDEON WALKER SURVEY, ABSTRACT NUMBER 1330, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS, COMMONLY KNOWN AS 1301 SOUTH MAYHILL ROAD; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City previously entered into a Lease Agreement (the "Agreement") for a ground lease of a certain 3.5 acre tract of land, located adjacent to the City's landfill real property, with Tetra Point Fuels, Inc., a Delaware Limited Liability Company (hereafter "Tetra Point") for a term of ten -years, on April 21, 2009, the execution of which Lease Agreement was approved by the City Council by Ordinance No. 2009-099 on April 21, 2009; and WHEREAS, on January 25, 2013, Tetra Point defaulted in its financial obligations to the City with respect to said Agreement and also failed to develop its operations on the said realty; thereafter, Staff immediately commenced efforts to locate a suitable tenant to replace Tetra Point, to occupy the leased premises; negotiations began shortly thereafter and Master Recycling of Texas, Inc., a Corporation (hereafter "Master Recycling"), thereafter agreed with the City to bring the financial obligations arising under the Tetra Point Agreement current, and further expressed its intention to also enter into a new lease for a term if ten -years, with options contained therein, regarding the leased premises in accordance with its own plans for development, having purchased the assets of Tetra Point in March 2013; and WHEREAS, the City and Master Recycling have completed their negotiations which have culminated in the proposed Lease Agreement which is attached hereto as Exhibit "A;" and WHEREAS, on March 25, 2013 this item was presented to the Public Utilities Board, and the Board recommended approval of the same; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON, TEXAS HEREBY ORDAINS: SECTION 1. The recitations and statements contained in the Preamble hereto are incorporated herewith by reference for all purposes, and made a part of this ordinance. SECTION 2. The City Manager or his designee is hereby authorized to execute the "Lease Agreement" by and between the City of Denton, Texas and Master Recycling of Texas, Inc., a Corporation, which is attached hereto as Exhibit "A" and is incorporated herewith by reference, in substantially the form of the "Lease Agreement" which is attached hereto and made a part of this ordinance for all purposes. SECTION 3. The City Manager is authorized to make any expenditures and to perform such duties as are set forth in the Lease Agreement. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the !tkl day of , 2013. ATTEST: JENNIFER WALTERS, CITY SECRETARY By: , APP VED A TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: Page 2 STATE OF TEXAS COUNTY OF DENTON LEASE AGREEMENT This Lease Agreement (hereafter the "Lease Agreement") is made and entered into effective as of the Effective Date, as set forth below, by and between THE CITY OF DENTON, TEXAS (hereinafter sometimes referred to as "LESSOR" and/or "the City"), and MASTER RECYCLING OF TEXAS, INC. ("LESSEE"). WHEREAS, LESSOR owns the City's Solid Waste Services Site (the "Site"), located in the vicinity of 1100 Mayhill Road, Denton, Texas and operates a landfill on the Site (the "Landfill"); and WHEREAS, the City desires to lease to LESSEE an approximate 3.5 acre tract of land located at the Site, which property is more specifically set forth and described, by metes and bounds on Exhibit "A" (hereinafter the "Leased Premises"); and WHEREAS, LESSEE desires to lease the Leased Premises from the City for purposes of construction and operation of a processing and ethanol production plant to receive containers and bulk liquids containing sugar conversion of those materials into an ethanol fuel (hereafter the "Ethanol Production and Processing Agreement" as well as other operations associated with containerized liquid drink products which may include but not be limited to the packaging and repackaging of liquid drink products to return them to a marketable condition or for use in the production of ethanol. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements herein contained, and for $10.00 other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, LESSOR and LESSEE, intending to be legally bound, do hereby AGREE as follows: ARTICLE 1 PREMISES 1.1 Lease Premises. LESSOR hereby leases and lets unto LESSEE, and LESSEE hereby leases and lets from LESSOR the Leased Premises, which is that certain tract or parcel of real property containing approximately three point five (3.5) acres, more or less, located at the Site, commonly referred to as 1301 South Mayhill Road, Denton, Denton County, Texas, as is more particularly described by metes and bounds on Exhibit "A;" and also as depicted by the field notes as Exhibit "B," both of which exhibits which are attached hereto and incorporated by reference herein. 1.2 Use of Premises. The Leased Premises are to be occupied and used by LESSEE solely for the handling, processing, storage of biofuels and recyclable materials, the production of biofuels and associated by-products, and the end products therefrom. As well as other operations associated - 1 - with containerized liquid drink products which may include but not be limited to the packaging and repackaging of liquid drink products to return them to a marketable condition or for use in the production of ethanol. In the event LESSEE for any reason desires hereafter to substantially modify and/or substantially change its use of any of the Leased Premises, the nature and terms of such modification and change must be approved in writing by LESSOR and this Lease Agreement must be amended in writing to authorize the same. 1.3 Lessee Construction on Lease Premises. LESSEE shall have the right to construct improvements on the Leased Premises and this right shall continue in effect throughout the term of this Lease Agreement. LESSEE will, as a consideration for LESSOR's obligations set forth herein and this Lease Agreement, construct, at LESSEE's sole cost, a building or a series of buildings and structures on the Leased Premises. Throughout the term of this Lease Agreement and any extension thereof, LESSEE shall have the right to alter, modify, remodel and demolish any improvements LESSEE has constructed on the Leased Premises. LESSEE agrees to provide to LESSOR a complete set of plans and specifications detailing each improvement which LESSEE proposes to construct on the Leased Premises prior to commencing any construction. The plans and specifications will be reviewed by LESSOR only for compliance with the municipal code of Denton, Texas as well as any applicable environmental laws and/or regulations that are applicable to the LESSEE's operations. LESSOR's Solid Waste Division must approve, within twenty (20) days, or must provide LESSEE a written statement advising why the construction plans are not approved. Such approval by the Solid Waste Division will not be unreasonably withheld or delayed. Provided however, the Solid Waste Division's approval does not apply to any other approval required from the City's Planning Department, Permitting or Building Permit Departments, or other City departments. No approval of LESSOR shall be required with respect to any modifications or alterations or remodeling of the interior of any of the improvements. All improvements constructed or placed on the Lease Premises by LESSEE shall remain the property of LESSEE during the term of this Lease Agreement and any renewal or extension hereof. For real property fixtures, they shall remain the property of LESSEE, and upon the termination of this Lease, the LESSEE is under a duty to promptly, within sixty (60) days of the expiration of the term of this Lease Agreement, remove any and all improvements and fixtures installed or constructed by LESSEE with no damage to the leased premises. LESSEE agrees to surrender the premises to LESSOR in broom -clean condition. The LESSEE covenants to LESSOR that upon termination of this Lease the subject real property shall be free and clear of any and all recyclable materials or waste that LESSEE abandons on the subject real property. Once the premises have been surrendered by LESSEE, LESSOR shall determine within twenty (20) days the disposition of the $5,000 security deposit which LESSEE shall pay to LESSOR before taking possession of the above-described Leased Premises at the beginning of this Lease. LESSOR shall advise LESSEE in writing at its address, as shown herein, of any deductions made regarding any damages suffered by the LESSOR by reason of LESSEE'S default regarding LESSEE'S covenant to surrender the leased premises in broom -clean condition. Further, should the operations of the LESSEE materially change either in size, location, rental amount or scope, then LESSEE and LESSOR shall confer and arrive at a reasonable additional security deposit amount to further secure LESSEE's performance of its obligations under this LEASE AGREEMENT. -2- 1.4 Easements. LESSOR shall provide to LESSEE, when reasonably required by LESSEE in the conduct of its business on the Leased Premises, but in no event later than completion of construction, at no additional consideration, nonexclusive rights-of-way or easements that it has the right to grant over, across and through the leased property; ingress and egress onto the leased property which are necessary for the operation of LESSEE's facilities on the Leased Premises as follows: (a) For connection of water and sanitary sewer facilities to the boundary of the Leased Premises; (b) For connection of telephone, electric and gas lines, as approved by the appropriate utility companies, to those installed at or upon the Leased Premises; and (c) For connection of on-site streets and/or roads for vehicular traffic, only to roads immediately adjacent to or near the Leased Premises. All rights-of-way or easements granted or to be granted shall be located in such a way as to not unreasonably interfere with the orderly utilization of the LESSOR'S Landfill. 1.5 Environmental Assessments Required by Lessor — Phase I and Phase II. Both a Phase I and Phase II final Environmental Study shall be conducted on the Leased Premises upon the termination of the Lease Agreement, by LESSEE's licensed professional consultant, with the costs of both of such Studies shall be fully and timely paid by LESSEE. The final Phase I and Phase II Environmental Studies shall commence no later than thirty (30) days following the termination date of this Lease Agreement. LESSEE agrees to provide LESSOR with exact copies of all such studies within ten (10) days following LESSEE'S receipt of such Studies. The parties agree that the LESSEE shall be solely and exclusively responsible for the satisfactory cleanup of any environmental contamination disclosed by the final Studies. 1.6 Signs. LESSEE shall be entitled to erect, install, and maintain on the Leased Premises identification and advertising signs appropriate to its business; provided, however, that all such signs at all times shall be subject to the prior written approval of LESSOR as to location, size, shape, color and content. Said approval is conditioned upon the signs meeting the requirements of the applicable City ordinances of the City of Denton, Texas. 1.7 Lien Claims. LESSEE hereby covenants to unconditionally indemnify LESSOR from and against, and hold LESSOR harmless from any and all lien claims of any nature whatsoever arising out of or in any manner connected with the construction, installation, erection, maintenance, repair, occupancy, use and/or operation of any improvements, facilities and/or equipment of LESSEE or any third person on or about the Leased Premises by or at the direction of or with the permission of LESSEE; and LESSEE further agrees that it shall, in the event any such liens are filed, forthwith -3- effect their removal and/or satisfaction. Provided, however, LESSEE shall have the right, at its sole cost and expense, and after having given LESSOR prior written notice of its intent to do so, to promptly contest by appropriate legal proceedings diligently conducted in good faith, the amount, validity or application, in whole or in part, of any such lien or liens, provided (i) such proceedings shall suspend the collection of such lien(s); (ii) neither the Leased Premises nor any rent therefor, nor any portion of same, would be in danger of attachment, forfeiture, loss or similar consequence; and (iii) that LESSEE shall first furnish security to the City's reasonable satisfaction to bond said lien or liens off of the Leased Premises. 1.8 Inspection and/or Repair of Leased Premises. LESSEE shall at all times maintain the Leased Premises including all improvements thereon in good condition. LESSEE shall be responsible for all maintenance, repair and replacement of the Leased Premises and all improvements thereon except for repairs or replacements caused by the acts or negligence of LESSOR, its agents or employees. 1.9 Warranty. LESSOR represents and warrants that it owns the Leased Premises and that LESSOR is fully authorized to enter into this Lease Agreement with LESSEE. In addition, LESSOR represents and warrants that it has not granted any mortgages or pledges of the tract of real property leased hereunder. It is understood and agreed that any mortgage, pledge, or other encumbrance of the property leased hereunder shall be subordinate to this Lease Agreement and that any such mortgage, pledge, or other encumbrance shall contain specific provisions providing that all of LESSEE's improvements or appurtenances on the property leased hereunder, as well as any products or other contents in or on said improvements or appurtenances, are excluded from such mortgage, pledge or encumbrance, and that LESSEE hereunder retains the right to remove any and all such improvements or appurtenances, as well as any products or other contents in or on said improvements or appurtenances, in accordance with the terms of this Lease Agreement, and that in the event of a foreclosure, LESSEE shall have the right to continue to occupy the Lease Premises pursuant to the terms of this Lease Agreement so long as LESSEE is not in default hereunder. ARTICLE 2 LEASE TERM 2.1 Primary Term. The Primary Term of this Lease Agreement shall be for a term of ten (10) years from and after June 1, 2013, the Effective Date of this Lease Agreement, unless sooner terminated as provided for herein; provided that this Lease Agreement is approved by the Denton City Council. 2.2 Renewal Terms. Provided that LESSEE is not in default, and provided that this Lease Agreement is otherwise in full force and effect, this Lease Agreement may be extended for two (2) additional terms of five (5) years each. The decision to extend the Lease Agreement must be a mutual decision made by -4- both LESSOR and LESSEE. Negotiations to extend this Lease Agreement are to begin at least one (1) year before the end of the Primary Term or the First Renewal Term (as the case may be) of this Lease Agreement, provided that the Lease Agreement is not in default at the time negotiations for extension are entered into. 2.3 Option to Lease Two Metal Buildings at 1001 South Mayhill Road, Denton, Texas. It may become necessary or appropriate during the Initial Term of the Lease for the LESSEE to move its operations. Recognizing this fact, should LESSEE not be in default under the terms of this Lease Agreement, at the time that LESSEE desires to exercise this option, LESSOR extends to LESSEE. an option to LESSEE to lease one or two metal buildings, known as "Building 101" [9,695 square feet of rentable space; 3,128 square feet of office space] and "Building 102" [9,521 square feet of rentable space; 1,804 square feet of office space] located at 1001 South Mayhill Road, Denton, Denton County, Texas, which are being presently acquired by LESSOR [pending real estate purchase by the City — legal description to be furnished under separate cover later]. These Buildings are more particularly described in Exhibit "C" attached hereto. LESSEE shall make its own determinations as to whether or not said building or buildings are suitable for their operations. The terms of such option, including the rental amount and the term shall be negotiated separately from this Lease Agreement. If this option is exercised within twelve months from the Effective Date, the rental amount of Building 101 will be $4.75 per square foot per year; and the Building 102 rental amount will be $3.95 per square foot per year, payable in monthly payments, in advance. 2.4 Option to Lease an Additional Tract of Land During the initial term of the Lease Agreement, should LESSEE not be in default under this lease, then LESSEE shall have the right to lease an additional tract of land. Said option shall apply to a not less than five (5) acre but not greater than a ten (10) acre tract of land situated within the Gideon Walker Survey, Abstract No. 1330, located within the City of Denton, Denton County, Texas. The said tract of real estate is northwest and adjacent to the Leased Premises (Exhibit "A"), and is located within the Landfill buffer zone. The selection of this five to ten acre tract will be established only when LESSEE exercises this option, if ever. Should the LESSEE choose to lease the tract of land described herein, then the applicable rate and terms will be the same rental and same provisions that are provided for at that point in time, regarding this Lease. LESSEE will also have the non-exclusive right to use the LESSOR's (Solid Waste Department's) private road located within said tract, for ingress and egress access from LESSEE's site. 2.5 Assignment of Lease Agreement LESSEE shall not assign, sublet, mortgage or pledge this Lease Agreement or any interest herein or in the Leased Premises or any part thereof, nor shall any assignment, sublease or transfer of whatever kind of any interest of LESSEE herein by operation of law or by reason of LESSEE's bankruptcy become effective, without the prior written consent of LESSOR, which consent shall not be unreasonably withheld; provided however, that the City's refusal to give the City's consent to a potential assignee who is not as creditworthy as LESSEE, shall be deemed to be reasonable. Notwithstanding the foregoing, LESSEE shall have the right to assign this Lease Agreement or sublet the Lease Premises to an entity that is controlled by, or under common control with LESSEE, provided that LESSEE remains fully and primarily liable for all of its obligations under this Lease Agreement. -5- ARTICLE 3 RENTALS 3.1 Rentals. The rental for the Lease Premises shall be SIXTEEN and ONE-HALF CENTS ($.165) per square foot, per year for the first five (5) years of the Lease Term. For purposes of this Lease Agreement the "Certificate of Occupancy Date" is the date upon which LESSOR issues the building temporary occupancy permit. The first monthly rental payment due from LESSEE on June 1, 2013, to LESSOR, payable at the offices of LESSOR as set forth in Article 6.2 hereinbelow, on or before the first day of the first month, payable in advance, with equal payments of rental to be made on the first day of each month thereafter throughout the term of the Lease; Provided however, that the rental rate will be 50% of the lease rate for the real property described in this Lease, from the Effective Date of this Lease (June 1, 2013) to whichever of the following two dates first occurs: the date of issuance of the final Certificate of Occupancy for an on-site building, or November 30, 2013, LESSOR and LESSEE agree that the rental amount is also subject however, to the terms of Rental Adjustment (indexing) that is reserved in this Article 3.1. The rental rate set forth hereinabove is for purposes of the Lease and shall be defined as the "Initial Base Rental Payment." Such Initial Base Rental Payment will be the rental due under the Lease for years one (1) through five (5) of the initial ten (10) year term of the Lease (the "Primary Term"). Prior to the commencement of the first (1st) day of the sixth (6th) year of the Primary Term, and prior to the commencement of each additional five (5) year period thereafter throughout the entire term of the Lease, including any renewal terms (a "Renewal Term"), the rental to be paid by LESSEE to LESSOR under the Lease shall be subject to adjustment based upon adjustments in the consumer price index, as hereinafter defined. The initial base rental payment shall be adjusted upward, downward, or unchanged prior to the commencement of the sixth (6th) year of the Lease to conform to that certain United States Bureau of Labor Statistics "Producer Price Index" now known as Series ID# PCU531210531210602. That product is named: Real estate brokerage, nonresidential property leases including land leases. Its base date is December, 2009. The starting date, for purposes of this Rental Adjustment is June 1, 2013. The adjustment at the beginning of year six (6) of the Lease will be accomplished by multiplying the initial base rental payment by a fraction, the numerator of which shall be such index as of the most recent date published prior to the date of adjustment and the denominator of which shall be the most recently published index as of the Commencement Date. The adjustment for each subsequent five (5) year period will be calculated in a similar manner except that rather than using the initial base rental payment as the base rentals from which adjustments will be made, the rental figure for the then current year will be substituted for such initial base rental payment. In no five (5) year period may the rental be increased or decreased more than twenty-five percent (25%) of the rental applicable during the five (5) year period immediately preceding the five (5) year period for which an adjustment is to be made. If the index above referred to shall be discontinued, the parties hereto shall attempt to agree upon a substitute index or formula. In the event of dispute between the parties as to the amount of any adjustment, the rates shall be established through the dispute resolution procedures. 3.2 Taxes. -6- LESSEE agrees to pay all sales and/or use taxes and any and all ad valorem assessments and/or taxes which may be legally exacted, made, and charged upon and/or levied and/or assessed against LESSEE's property on the Leased Premises, before the same shall become delinquent; provided, however, LESSEE shall have the right, at its sole cost and expense and after having given LESSOR prior written notice of its intention to do so, to contest by appropriate legal proceedings diligently conducted in good faith, the validity, amount or application, in whole or in part, of such taxes, levies and/or assessments provided (i) such proceedings will suspend the collection of the tax, levy, or assessment; and (ii) the Lease Premises, nor any rent therefrom, nor any portion of it is in danger of seizure, forfeiture, sale, loss or similar consequences. 3.3 Late Charges on Rentals. If any installment of rental due from LESSEE is not received by LESSOR within twenty (20) days of the date upon which it is due, without any notice or demand for payment to LESSEE being necessary, LESSEE will pay to LESSOR the additional sum of Fifty Dollars ($50.00) as a late charge for each late payment. The late charge represents the reasonable time and efforts of City staff expended in order to enforce the rental obligation. Acceptance of any late charge shall not constitute a waiver of LESSEE's default with respect to the overdue amount, nor prevent LESSOR from exercising any other rights and remedies available to LESSOR. 3.4 No Additional Fees There shall be no additional fees or assessments made by LESSOR for LESSEE's use or occupancy of the Lease Premises; provided however, that LESSEE shall remain solely responsible for any impact fee, connection fee, tap fee, building fees, or any other municipal fees charged by the City of Denton, Texas that are applicable to the Leased Premises; and LESSEE shall timely pay same. ARTICLE 4 OPERATIONS 4.1 Pollution Control. LESSEE agrees that it shall use its commercially reasonable best efforts to comply with all applicable federal, state and local laws, regulations and the common law, as they may exist currently, or as they may be amended in the future, pertaining to protection of the environment or human health and safety at the leased premises and/or in the vicinity of any of its operations or activities that may be permitted hereunder. 4.2 Compliance with Environmental Laws and Indemnification. During the term of this Lease Agreement, LESSEE shall fully comply with all applicable federal, state and local laws, regulations and the common law, as they may exist currently or as they may be amended in the future, pertaining to protection of the environment or human health and safety at the leased premises. LESSOR warrants and represents that at the commencement of this Lease Agreement, that to its knowledge there is no Hazardous Substance (as defined hereinbelow) including any petroleum, -7- petroleum product, or other types of hydrocarbons in or on the Leased Premises in contravention of any federal, state or local laws, regulations or the common law pertaining to protection of the environment or human health and safety. Notwithstanding any provision in this Lease Agreement to the contrary, it is expressly understood and agreed that the LESSOR hereby agrees to indemnify to the extent provided by applicable law, defend and hold harmless the LESSEE, only to the extent permitted by applicable law, its officers, employees, contractors, agents, customers, licensees, invitees and/or visitors and any other person for or on whose behalf LESSOR is liable, harmless from and against any and all claims, obligations, liabilities, costs, expenses (including attorney's fees), losses, suits, fines, penalties or demands, made or sought by or on behalf of any person, firms, corporation or government authority whomsoever, based upon or arising out of any obligation, liability, loss, damage or expense, of whatever nature or kind, contingent or otherwise, known or unknown, incurred under or imposed by any provision of federal, state or local law or regulation, or common law, pertaining to protection of the environment or human health and safety in or on the Leased Premises prior to the Effective Date. Notwithstanding any provision in this Lease Agreement to the contrary, it is expressly understood and agreed that the LESSOR does not assume or agree to be responsible for, and LESSEE hereby agrees to indemnify, defend and hold LESSOR, its officers, employees, contractors, agents, customers, licensees, invitees and/or visitors and any other person for or on whose behalf LESSOR is liable, harmless from and against any and all claims, obligations, liabilities, costs, expenses (including attorneys' fees), losses, suits, fines, penalties, or demands, made or sought by or on behalf of any person, firm, corporation or government authority whomsoever, based upon or arising out of the handling, storage or disposal of Hazardous Substances by LESSEE, LESSEE's agent or anyone on or about the Leased Premises by or at the direction of LESSEE or with the permission of LESSEE during the term of this Lease Agreement. For purposes of this Lease Agreement, the term "Hazardous Substance" or "Hazardous Substances" means that term as defined in Section 9601(14) of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601, et seq. ("CERCLA"), but it also includes the term "Regulated Substance" as defined in Section 6991(2), and the term "Hazardous Waste" as defined in Section 6903(5), of the Resource Conservation and Recovery Act of 1976, as amended, 42 U.S.C. Section 6901, et seq. ("RCRA"), including all regulations issued pursuant to any of the above statutes, as well as any other contaminant, oil, petroleum, petroleum product or byproduct, radioactive material or byproduct and any unsafe, noxious, toxic or hazardous substance or similar material regulated as a hazardous substance under any applicable state, federal or local law, and any other applicable environmental, land use or similar act, statute or regulation existing as of the date of this Lease Agreement or thereafter. The indemnifications provided by this Article shall specifically and reciprocally cover, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, remedial, removal or restoration work required by any federal, state or local governmental agency or political subdivision or other third party. The foregoing environmental indemnity provisions shall survive for a period of five (5) years after the expiration or termination of this Lease Agreement and any renewals hereof. -8- 4.3 Compliance with Laws and Regulations. LESSEE's exercise of such rights and/or privileges as may be extended it hereunder shall at all times be in full compliance with all applicable laws, rules, and regulations, including safety regulations, of the City of Denton, Texas, the State of Texas, the United States, and other governmental authorities now or hereafter having jurisdiction thereof and/or any of their duly empowered agencies and/or instrumentalities. A copy of all building permits, licenses, and similar authorizing documents will be promptly provided to the LESSOR. 4.4 Lessee Insurance. For the term of this Lease Agreement and any renewal thereof, LESSEE will maintain, at its own expense, the following insurance coverage: (a) Workers' Compensation providing statutory benefits, and Employers' Liability coverage with minimum limits of $1,000,000 per each occurrence; and (b) Comprehensive General Liability insurance coverage with minimum limits of $2,000,000 per occurrence, combined single limit, for bodily injury and property damage. Coverage shall include contractual liability; and (c) Automobile liability insurance coverage with minimum limits of $1,000,000 per occurrence, combined single limit; and (d) Casualty property insurance on the LESSEE constructed facilities on-site in an appropriate amount reasonably determined by the agreement of LESSEE and LESSOR, which amount shall take into account the construction costs of the LESSEE's facilities and other relevant factors. LESSEE shall provide LESSOR with a certificate evidencing the insurance required hereunder together with written evidence of premium payment. All such policies of insurance shall require that LESSOR and LESSEE be given at least thirty (30) days prior written notice of any modification, termination and/or cancellation of coverage. The insurance policies described in (b) and (c) above shall name LESSOR as an additional insured party. All insurance policies belonging to LESSEE shall be issued through companies that shall have a minimum A.M. Best Company rating of "A-," in addition to a minimum financial size category of "VI" or "VII," or alternatively a Standard and Poor's rating of "BBB" or better. 4.5 Lessor's Acceptance of Aqueous By -Product of the Sugar Concentration Process. LESSOR (the City's Solid Waste Department) agrees to accept from LESSEE during the Term of this Lease Agreement up to, but no more than fifteen thousand (15,000) gallons per LESSEE's operating day, of the aqueous -based by-product of the sugar concentration process conducted by LESSEE, subject however, to the product's acceptability per Texas Commission on Environmental Quality ("TCEQ") requirements, at no cost to LESSEE; provided that LESSEE delivers said product to LESSOR's storage tanks, but not otherwise. 4.6 Termination. -9- This Lease Agreement shall terminate pursuant upon the expiration of its Term, or extension of Term (if applicable), or upon the subsequent written agreement of LESSOR and LESSEE. Upon termination, LESSEE shall be entitled to remove all of its personal property from the building(s) and any equipment that LESSEE has installed in the building, and shall thereafter promptly quit and surrender the Leased Premises to LESSOR in broom -clean condition. LESSEE shall additionally remove all feedstock, recyclables and recycling materials, by-products, end - products, and chemical supplies from the Leased Premises, and shall thereafter quit and surrender the Leased Premises to LESSOR; subject to the provisions of Article 1.3 hereinabove. 4.7 Events of Default. The following shall be "Events of Default" under this Lease Agreement and the terms "Event of Default" or "Default" shall mean whenever they are used in this Lease Agreement, any one or more of the following events: (a) The insolvency, assignment for the benefit of creditors, adjudication as a bankrupt of LESSEE or the appointment of a receiver for substantially all of the LESSEE's property and/or LESSEE's interest in this Lease Agreement; or (b) The issuance of execution against LESSEE's interest in this Lease Agreement or any legal process which by operation of law would cause LESSEE's interest in this Lease Agreement to pass to any person other than LESSEE or its successor assignee or sublessee; or (c) The failure or refusal of LESSEE to pay or cause to be paid any lease rental payment, charge and/or assessment hereunder or any installment thereof when due and the continuance of such failure for a period of twenty (20) days after written notice thereof has been sent by LESSOR to LESSEE at the address shown herein for LESSEE; or (d) The failure or refusal of LESSEE and/or LESSOR to perform any agreement, covenant, condition, obligation and/or undertaking herein contained or required by operation of law and/or to observe or comply with any of the terms provisions or conditions of this Lease Agreement, and the continuance of such for a period of thirty (30) days after written notice thereof has been sent by LESSOR to LESSEE at the address shown herein for LESSEE; or (e) The failure of LESSEE and/or LESSOR in the observance or performance of any material term, obligation or covenant required to be performed by LESSEE and/or LESSOR under this Lease Agreement or by operation of law, and the continuance of such for a period of thirty (30) days after written notice thereof has been sent by LESSOR to LESEE at the address shown herein for LESSEE. 4.8 Holding Over. If LESSEE shall, with or without the consent of LESSOR, hold over after the expiration or sooner termination of the term of this Lease Agreement, the resulting tenancy shall, unless otherwise mutually agreed upon in writing, shall be on a month-to-month basis only. During such month-to-month tenancy, LESSEE shall pay to LESSOR the same rentals, plus an additional payment of holdover rent of twenty-five (25) percent, per month, of the then -10- applicable rent, payable monthly along with its other rental payment due hereunder, as set forth herein, unless a different rate(s) shall be agreed upon, and LESSEE shall be bound by all of the provisions of this Lease Agreement insofar as they may be pertinent. LESSOR shall have the right, after the expiration of the term and/or extension to provide LESSEE with a 30 -day notice letter notifying LESSEE that the holdover tenancy will end thirty (3 0) days thereafter. 4.9 Waiver of Breach of Default -- Cumulative Remedies. Waiver by any party of any breach or Default of this Lease Agreement shall not be deemed a waiver of similar or other breaches or Defaults, nor shall the failure of any party to take action by reason of any such breach or Default deprive such party of the right to take action at any time while such breach or Default continues. The rights and remedies created by this Lease Agreement shall be cumulative and nonexclusive of those to which the parties may be entitled pursuant to law. Right of exercise of all such rights and remedies is hereby reserved. The use and availability of one remedy shall not be taken to exclude or waive the right to use of another. In order to entitle any party to exercise any remedy reserved to it in this Lease Agreement, it shall not be necessary to give any notice, other than such notice as is herein expressly required. ARTICLE 5 MISCELLANEOUS 5.1 Quiet Enjoyment. LESSOR covenants that during the term of this Lease Agreement and for so long as LESSEE shall make timely payment of rentals due hereunder, and shall perform all covenants on its part to be performed, LESSEE shall and may peaceably and quietly have, hold and enjoy the Leased Premises. In the event of bankruptcy, insolvency, assignment for benefit of creditors, or foreclosure of any mortgage or other encumbrances, by entry or by sale, LESSEE, if it is not then in default, shall peaceably hold and enjoy the Leased Premises for the remainder of the unexpired term of the Lease Agreement upon the same terms, covenants, and conditions as in this Lease Agreement. 5.2 Notices. All notices and other communications required or permitted to be given by any provision of this Agreement shall be in writing and mailed (certified or registered mail, postage prepaid, return receipt requested) or sent by hand or overnight courier, and such notices shall also be sent by facsimile transmission (with acknowledgment received), charges prepaid and addressed to the intended recipient as follows, or to such other address or number as may be specified from time to time by like notice to the Parties. A courtesy copy of such notice or other communication shall also be sent electronically via e-mail to the e-mail addresses provided in the contact information below; provided, however, that such e-mail copies will not constitute Notice as defined in this Section 5.2: (a) If to the LESSOR: City of Denton, Texas 215 East McKinley Street Denton, TX 76201 Attention: City Manager -11- Facsimile: 940-349-8596 With a copy to: City of Denton, Texas 1527 South Mayhill Road Denton, TX 76208 Attention: General Manager of Solid Waste Services Telephone: 940-349-8044 Email: Vance.Kemler@cityofdenton.com If to LESSEE: Master Recycling of Texas, LLC Bill Nazaroff, President 1980 Reservoir Street Pomona, CA 91766 (909) 891-4262 Email: bill@masterrecycling.com Chris Ball 1301 South Mayhill Road Denton, Texas 76208 (214) 228-2018 E-mail: chris@masterrecycling.com Shawn N. Guy, Esq. Law Office of Shawn N. Guy P.O. Box 272 Morro Bay, CA 93443 (888) 489-9369 E-mail: sngfirm@gmail.com Richard C. Seltzer, Esq. 2211 Norfolk Street, Suite 400 Houston, Texas 77098-4044 (713) 522-7333 E-mail: res6l I gaol.com Any Party may from time to time specify a different address for notices by like notice to the other Party. All notices and other communications given in accordance with the provisions of this Lease Agreement shall be effective upon receipt of the same. 5.3 Substitution of Performance by Lessor. If LESSEE shall fail to do anything required to be done by it under the terms of this Lease Agreement, except to pay rent and other charges, LESSOR may, after thirty (30) days written notice to LESSEE, at LESSOR's sole option, do such act or thing on behalf of LESSEE, and upon notification of the cost thereof to LESSOR, LESSEE shall promptly pay to LESSOR the -12- amount of that cost. In case of emergency, LESSOR may perform, but is not obligated to perform, any act or do anything reasonably necessary on behalf of LESSEE and upon notification of the cost thereof to LESSEE, LESSEE shall pay said cost to LESSOR within thirty (30) days from the date of LESSOR'S written claim to LESSEE. 5.4 Eminent Domain. If all or a portion of the Leased Premises or all or any portion of LESSOR's other property comprising the Leased Property shall be taken or sold in any proceeding by public authorities, by means of condemnation, expropriation, appropriation or otherwise be acquired for public or quasi -public purposes, there shall be an equitable abatement or refund of the rental paid by LESSEE under Article 3.1 above from any date of award to LESSOR proportionate to the amount taken. Nothing herein shall affect or diminish LESSEE's right to seek compensation for any portion of the Leased Premises taken and LESSEE shall be entitled to all such compensation for its provable loss or damage. In the event the taking of the Leased Premises or all or a part of LESSOR's other property comprising the Leased Premises is total, this Lease Agreement shall terminate, and LESSEE shall be released from all obligations hereunder; except for any sums of money owed to LESSOR at the date of termination of this lease, which amounts shall be paid to LESSOR within thirty (30) days. In the event the taking of the Leased Premises or LESSOR's other property comprising the Landfill is less than total, then LESSEE shall have the option to terminate this Lease Agreement if continuation of its operations on the Lease Premises is substantially impaired and economically impractical. 5.5 Substitution of Performance by Lessee. If LESSOR shall fail to do anything required to be done by it under the terms of this Lease Agreement, LESSEE may, after sixty (60) days written notice to LESSOR, at LESSEE's sole option, do such act or thing on behalf of LESSOR, and upon notification of the reasonable cost thereof to LESSOR, may deduct said amount from any amount owed by LESSEE to LESSOR. In case of emergency, LESSEE may perform any act or do anything reasonably necessary on behalf of LESSOR and upon notification of the cost thereof to LESSOR, may deduct said amount from the amount of rental then owed by LESSEE to LESSOR. If no amount is presently owed by LESSEE to LESSOR, then LESSOR shall pay such amount to LESSEE on demand. 5.6 Recordation. Neither LESSOR nor LESSEE shall record this Lease Agreement without the prior written consent of the other party. LESSOR and LESSEE may execute and acknowledge a "short form" memorandum of this Lease Agreement for recording purposes. 5.7 Entire Agreement. This Lease Agreement embodies the entire agreement between the parties with respect to the leasing and use of the Leased Premises. There are no representations, terms, conditions, covenants or agreements between the parties which are not mentioned or contained herein. This Lease Agreement shall completely and fully supersede all other prior agreements both written -13- and oral, between the parties pertaining to the Leased Premises. No party to any such prior agreement hereafter will have any rights thereunder, but shall look solely to this Lease Agreement for definition and determination of its rights, liabilities, or responsibilities relating to the aforesaid matters set forth herein. 5.8 Captions. The article and the subsection headings and captions contained herein are included for convenience only and shall not be considered a part hereof or affect in any manner the construction or interpretation of this Lease Agreement. 5.9 Severability. The parties agree that if it should ever be held by a court of competent jurisdiction that any one or more articles, subsections, clauses or provisions of this Lease Agreement are invalid or ineffective for any reason, any such article, subsection, clause or provision shall be deemed separate from the remainder of this Lease Agreement and shall not affect the validity and enforceability of such remainder. 5.10 Successors and Assigns. The covenants, terms, conditions and obligations set forth and contained in this Lease Agreement shall be binding upon and inure to the benefit of LESSOR and LESSEE and their respective successors and assigns. 5.11 Disputes and Governing Law. This Lease Agreement shall be governed by and construed solely in accordance with the laws of the State of Texas. Exclusive venue for any claim or cause of action under this Agreement shall be, as the case may be, either in the District Courts of Denton County, Texas, or the federal district courts of the Eastern District of Texas, Plano or Sherman Division. IN WITNESS WHEREOF, this Lease Agreement has been executed by the duly authorized City Manager of LESSOR; and by the duly -authorized officer of LESSEE, in multiple counterparts, each of which, for all purposes, shall be deemed an original and all of which shall evidence but one agreement. EXECUTED this 1f6k day ? , 2013; but to be effective, ratified and confirmed, from and after the 1 st day of Jung, 2013. "LESSOR" -14- THE CITY OF DENTON, TEXAS A Texas Municipal Corporation By: �--7 GEORGE C. CAMPBELL, City Manager ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: Y a2 — VU IN WITNESS WHEREOF, this Lease Agreement has been executed by LESSEE in the presence of the undersigned witnesses, in multiple copies, each of which, for all purposes, shall be deemed an original and all of which shall evidence but one agreement. WITNESS: -15- "LESSEE" MASTER RECYCLING OF TEXAS, INC. A Texas Limited Liability Corporation By: // Title: Preside Date: May 10, 2013 By: .�r Kelly Schlose ATTEST: CORPORATE SECRETARY: By: Bill l azarof APPROVED AS TO LEGAL FORM: ITS LEGAL COUNSEL -16- A6 EXHIBIT Coleman & Assoc. Land Surveying 11.0. Box 686 Denton, Tcxls 762?09 Phone (940)565-8215 Fax (940)565.9800 , 3.500 Acre Tract 1 FIELD NOTES to all of that certain tract of land situated in the G. Walker Survey Abstract Number 1330, City of Denton, Denton County Texas and being a part of the called 29.612 acre tract described in the deed from Harold C. Coe to City of Denton, Texas recorded under Clerks File Number 95-R0072063 of the Real Property Records of Denton County, Texas; the subject tract being more particularly described as follows (Bearings basis is Texas Coordinate System of 1983, North Central Zone -4202): BEGINNING for the Northeast corner of the tract being described herein at a 1/2 inch iron rod with a yellow plastic cap stamped "Coleman RPLS 4001" set (herein after referred to as 1/2"IRS) in the East line of the said 29.612 acre tract from which a "PK" nail set at the Northeast comer thereof in Treatment Plant Road bears North 00 Degrees 35 Minutes 46 Seconds West a distance of 37..9 feet; THENCE South 00 Degrees 35 Minutes 46 Seconds East with the East line of the said 29.612 acre tract a distance of 280.53 feet to a 1/2"IRS for the Southeast corner of the herein described tract and the Northeast corner of a 5.614 acre tract; THENCE North 89 Degrees 19 Minutes 47 Seconds West across the 29.612 acre tract with the North line of the said 5.614 acre tract a distance of 626.39 feet to a 1/2"IRS for the Northwest corner thereof on the East side of Treatment Plant Road; THENCE North 27 Degrees 44 Minutes 45 Seconds East along the East side of Treatment Plant Road across the 29.612 acre tract a distance of 175.54 feet to a 1/2"IRS for the beginning of a curve to the right having a radius of 265.00 feet; THENCE Northeasterly along the arc of the said curve an arc length of 188.93 feet (chord bearing North 48 Degrees 10 Minutes 12 Seconds East a distance of 184.95 feet) to a 1/2"IRS for the Northwest corner of the herein described tract; THENCE South 89 Degrees 13 Minutes 00 Seconds East continuing along the South side of Treatment Plant Road across the 29.612 acre tract a distance of 403.93 feet to the PLACE OF BEGINNING and enclosing 3.500 acres of land. 1 #0 EXHIBIT B -- p --- - ------- T�. '17 t HN, e. q d4 iV, Fl k�� L,,f� - x' t { 'CR 1 —i!g j- gi g .4 At b-1 9 "IR 39$ LOT F, SOLS -WASTE I AOMM S.WP3 MAP V//A-wjzoA A990CIAT65, INC. TETRA PONT FUELS TETRA SURVEYOR! LAND PLANNER0 crrY or DWfoN.LANDFLL 71, -&k& 0. sh"A AV6K ids mils v6m� lilywp4io sAlegal\our documents\ordinances\13\master recycling 1 st amendment.docx EXHIBIT "B" TO ORDINANCE ORDINANCE NO. 2013"274 AN ORDINANCE APPROVING A FIRST AMENDMENT TO A LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS, AND MASTER RECYCLING OF TEXAS, INC. TO BE EXECUTED BY THE CITY MANAGER AND RELATING TO A CERTAIN 3.5 ACRE TRACT OF LAND SITUATED IN THE GIDEON WALKER SURVEY, ABSTRACT NUMBER 1330, AND A CERTAIN 1.924 ACRE TRACT OF LAND SITUATED IN THE G. WALKER SURVEY, ABSTRACT NUMBER 1330, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on June 4, 2013, the City Council of the City of Denton, Texas, approved Ordinance No. 2013-143, which authorized execution of a Lease Agreement by and between the City of Denton, Texas, (Lessor) and Master Recycling of Texas, Inc., a Corporation (Lessee); and WHEREAS, Lessor and Lessee agreed to an Option in said Lease Agreement allowing Lessee to lease two additional buildings, and associated acreage, for the purpose of expansion of Lessee's processing centers; and WHEREAS, Lessee has exercised the Option for the lease of additional buildings and acreage, and the parties desire to alter the terms of the original lease; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is hereby authorized to execute a First Amendment with Master Recycling of Texas, Inc., in substantially the form attached and incorporated herein by reference. SECTION 2. This Ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of U('� f) , 2013. MARK. A.'BURROVGHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: r t . ) APP OVED A TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY. s:Vegal\our documents\contracts\Mnaster recycling lease-sw-first amendment.doc STATE OF TEXAS § COUNTY OF DENTON § FIRST AMENDMENT TO LEASE AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND MASTER RECYCLING OF TEXAS INC. This First Amendment to Lease Agreement (hereafter the "Lease Agreement") is made and entered into as of the Effective Date, as set forth below, by and between THE CITY OF DENTON, TEXAS (hereinafter sometimes referred to as "LESSOR" and/or "the City"), and MASTER RECYCLING OF TEXAS, INC. ("LESSEE"). WHEREAS, Lessor and Lessee entered a Lease Agreement on June 4, 2013 setting forth terms and conditions whereby Lessee would lease certain premises from Lessor for the purpose of construction and operation of a processing and ethanol production plant to receive containers and bulk liquids containing sugar conversion of those materials into an ethanol fuel, as well as other operations associated with containerized liquid drink products, which may include, but not be limited to, the packaging and repackaging of liquid drink products to return them to a marketable condition or for use in the production of ethanol; and WHEREAS, Lessor and Lessee agreed to an Option in said Lease Agreement allowing Lessee to lease two additional buildings, and associated acreage, generally located at 1001 Mayhill Road, and known as Buildings 101 and 102, Exhibits "C" and "D", for the purpose of expansion of Lessee's processing centers; and WHEREAS, Lessee has exercised the Option for the lease of the additional buildings and acreage; and WHEREAS, Lessor and Lessee desire to alter the term of the original Lease Agreement in light of the exercise of the option; NOW, THEREFORE, Lessor and Lessee, intending to be legally bound, do hereby AGREE as follows to this First Amendment to that certain above referenced Lease and further agree that unless herein amended, the terms of the Original Lease of June 4, 2013 remain in full force and effect: ARTICLE 2 LEASE TERM 2.1.1 Primary Term. The Primary Term of this Lease Agreement shall be for a term of twenty (20) years from and after the Effective Date of this Lease Agreement Amendment, unless sooner terminated as provided for herein. s:\legal\our documents\contracts\i3lmaster recycling lease-sw-first amendment.doc 2.1.2 Renewal Terms. Provided that LESSEE is not in default, and provided that this Lease Agreement is otherwise in full force and effect, this Lease Agreement may be extended for two (2) additional terms of ten (10) years each. The decision to extend the Lease Agreement must be a mutual decision made by both LESSOR and LESSEE. Negotiations to extend this Lease Agreement are to begin at least one (1) year before the end of the Primary Term or the First Renewal Term (as the case may be) of this Lease Agreement, provided that the Lease Agreement is not in default at the time negotiations for extension are entered into. ARTICLE 3 RENTALS 3.1.1 Rentals. As to the leased property located at 1301 South Mayhill Road and depicted in Exhibits "A" and "B", the rental for these Lease Premises shall be SIXTEEN and ONE-HALF CENTS ($.165) per square foot, per year for the first five (5) years of the Lease Term. For purposes of this Lease Agreement the "Certificate of Occupancy Date" is the date upon which LESSOR issues the building temporary occupancy permit. The first monthly rental payment is due from LESSEE on June 1, 2013, to LESSOR, payable at the offices of LESSOR as set forth in Article 6.2 hereinbelow, on or before the first day of the first month, payable in advance, with equal payments of rental to be made on the first day of each month thereafter throughout the term of the Lease; provided however, that the rental rate will be 50% of the lease rate for the real property described in this Lease, from the Effective Date of the Original Lease (June 4, 2013) to whichever of the following two dates first occurs: the date of issuance of the final Certificate of Occupancy for an on-site building, or February 28, 2013. t As to the leased property located at 1001 Mayhill Road, Buildings 101 and 102 and associated acreage, and depicted in Exhibits "C" and "D", the rental for these Lease Premises shall be as set forth in Article 2, Section 2.3. The first monthly rental payment is due from LESSEE on November 1, 2013, to LESSOR, payable at the offices of LESSOR as set forth in Article 6.2 hereinbelow, on or before the first day of the first month, payable in advance, with equal payments of rental to be made on the first day of each month thereafter throughout the term of the Lease; provided however, that the rental rate will be 50% of the lease rate for the real property described in this Lease, from the Effective Date of this Amendment to whichever of the following two dates first occurs: the date of issuance of the final Certificate of occupancy for an on-site building, or January 31, 2014. LESSOR and LESSEE agree that the rental amount is also subject however, to the terms of Rental Adjustment (indexing) that is reserved in this Article 3.1. The rental rate set forth hereinabove is for purposes of the Lease and shall be defined as the "Initial Base Rental Payment." Such Initial Base Rental Payment will be the rental due under the Lease for years one (1) through five (5) of the initial twenty (20) year term of the Lease (the "Primary Term"). Prior to the commencement of the first (1st) day of the sixth (6th) year of the Primary Term, and prior to the commencement of each additional five (5) year period thereafter throughout the entire -2- sAlegahour documents\contractAMmaster recycling lease-sw-first amendment.doc term of the Lease, including any renewal terms (a "Renewal Term"), the rental to be paid by LESSEE to LESSOR under the Lease shall be subject to adj`0stment based upon adjustments in the consumer price index, as hereinafter defined. The initial base rental payment shall be adjusted upward, downward, or unchanged prior to the commencement of the sixth (6th) year of the Lease to conform to that certain United States Bureau of Labor Statistics "Producer Price Index" now known as Series ID# PCU531210531210602. That product is named: Real estate brokerage, nonresidential property leases including land leases. Its base date is December, 2009. The starting date, for purposes of this Rental Adjustment is June 1, 2013. The adjustment at the beginning of year six (6) of the Lease will be accomplished by multiplying the initial base rental payment by a fraction, the numerator of which shall be such index as of the most recent date published prior to the date of adjustment and the denominator of which shall be the most recently published index as of the Commencement Date. The adjustment for each subsequent five (5) year period will be calculated in a similar manner except that rather than using the initial base rental payment as the base rentals from which adjustments will be made, the rental figure for the then current year will be substituted for such initial base rental payment. In no five (5) year period may the rental be increased or decreased more than twenty-five percent (25%) of the rental applicable during; the five (5) year period immediately preceding the five (5) year period for which an adjustment is to be made. if the index above rgferred to shall be discontinued, the parties hereto shall attempt to agree upon a substitute index or formula. In the event of dispute between the parties as to the amount of any adjustment, the rates shall be established through the dispute resolution procedures. IN WITNESS WHEREOF, this Lease Agreement Amendment has been executed by the duly authorized City Manager of LESSOR; and by the duly authorized officer of LESSEE, in multiple counterparts, each of which, for all purposes, shall be deemed an original and all of which shall evidence but one agreement. 4.11 EXECUTED this ( - day L�f�l 2013; but to be effective, ratified and confirmed, from and after the I" day of June, 2013. "LESSOR" THE CITY OF DENTON, TEXAS A Texas Municipal Corporation x By: GEORGE C. CAMPBELL, City Manager ATTEST: .L JENNIFER WALTERS, CITY SECRETARY By: -3- sAlegal\our documents\contracts\13\master recycling tease-sw-first amendment.doc APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: IN WITNESS WHEREOF, this Lease Agreement has been executed by LESSEE in the presence of the undersigned witnesses, in multiple copies, each of which, for all purposes, shall be deemed an original and all of which shall evidence but one agreement. WITNESS: ATTEST: CORPORATE SECRETARY: WE APPROVED AS TO LEGAL FORM: an LEGAL COUNSEL "LESSEE" MASTER RECYCLING OF TEXAS, INC. A Texas Limited Liability Corporation By: 6 t% Title: _ C U Date: , SC -4- Exhibit C ASsor; Coleirlm & Assoc. Land Surveying 11.0. Box 686 liculun. 'l'cx: s 76202 1111pur (910).565-821.5 Fax l'.) 10)riti:is)Kt)0 RONJON Lease Area 1.924 acres of land FIELD NOTES to all of that certain tract of land situated in the G, Walker Survey Abstract Number 1330, City of Denton, Denton C=ounty Texas and being a part of the called 4.62 acre tract described in the deed from Derimiss, LLC to the City of Denton recorded in Document Number 2013-84330 of the Real Property Records of Denton County, Texas and also being a pari of the called 84.8193 acre tract described in the deed to the City of Denton recorded in Volume 2431, Page 843 of the said Real Property Records; the subject parcel being more particularly described by bearings based on the Texas Coordinate System of 1983, North Central Zone -4202 as follows: BEGINNING at an "X" in concrete found at the Northwest comer of the tract being described herein at the Northwest corner of the said 4.62 acre tract oil the dedicated East right-of-way line of Mayhill Road as shown by the plat of RONJON Group Business Park recorded in Cabinet Q, Page 350 of the Plat Records of Denton County, Texas ; THENCE South 89 Degrees 33 Minutes 47 Seconds with the North line of the 4.62 acre tract a distance of 413.21 feet to it 1/2 inch iron rod found at the Northeast corner thereof; THENCE Southerly across the 84.8193 acre tract along the top edge of a graded area the following three calls: I. South 43 Degrees 59 Minutes 21 Seconds East a distance of 34.47 feet to a 1/2 uich iron rod set with a yellow plastic cap stamped "COLE MAN RPLS 4001" (herein after referred to as 1121RS); 2. South 04 Degrees 41 Minutes 13 Seconds East a distance of 133,48 feet to a 1/21RS; 3. South 34 Degrees 19 Minutes 18 Seconds West a distance of 68.23 feet to a 1/21RS on the West line of the 84.8193 acre tract and the East line of the 4.62 acre tract; THENCE Westerly across the 4.62 acre tract the along the Southern edge of the graded area the following three calls: 0 I. South 76 Degrees 55 Minutes 4Seconds West a distance of 56.12 feet to a 1'21RS; 2. North 89 Degrees 20 Minutes 28 Seconds West a distance of 28.61 feet to a 1 /21RS; 3. North 06 Degrees 19 Minutes 12 Seconds West a distance of 54.65 feet to a 1/21RS on the South line of Lot I -R, Block A, RONJON Group Business Park as shown by the plat: THENCE North 89 Degrees 22 Minutes 47 Seconds West with the South line of the said Lot l -R a distance of 273.35 feet to a 1/2 inch iron rod found at the Southwest corner thereof and a reentrant corner of the 4.62 acre tract on the dedicated East right-of-way line of Mayhill Road, THENCE North 01 Degrees 00 Minutes 57 Seconds East with the West line of the 4.62 acre tract same being the West line of Lot I -R and with the said East right-of-way line a distance of 171.87 feet to the PLACE OF BEGINNING and enclosing 1.924 ales of land. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com DEYPIN Legislation Text File #: ID 17-1621, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton finding that a public use and necessity exists to acquire a permanent easement covering a 0.023 acre tract of land situated in the Eugene Puchalski Survey, Abstract No. 996, City of Denton, Denton County, Texas (the "Property Interests"), for the public use of, expansion, construction, maintenance, and operation of an electric transmission line, ancillary facilities, and structures; authorizing the City Manager, or his designee, 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; authorizing the City Attorney or his designee to file eminent domain proceedings if necessary; authorizing the expenditure of funds; making finings; providing a savings clause; and providing an effective date. [Hickory to Locust TM Line - Tract 76] City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton City Hale rw 215 E. McKinney Street 4,1 p DENT ""' Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Denton Municipal Electric CM/ DCM/ ACM: Todd Hileman DATE: December 5, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton finding that a public use and necessity exists to acquire a permanent easement covering a 0.023 acre tract of land situated in the Eugene Puchalski Survey, Abstract No. 996, City of Denton, Denton County, Texas (the "Property Interests"), for the public use of, expansion, construction, maintenance, and operation of an electric transmission line, ancillary facilities, and structures; authorizing the City Manager, or his designee, 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; authorizing the City Attorney or his designee to file eminent domain proceedings if necessary; authorizing the expenditure of funds; making finings; providing a savings clause; and providing an effective date. [Hickory to Locust TM Line - Tract 76] BACKGROUND The Denton Municipal Electric (DME) Capital Improvement Plan includes a project to reconstruct the Hickory to Locust transmission lines. The existing capacity is inadequate for expected future load. The City Council was briefed on September 16, 2016 regarding the reconstruction of the current 69kV line to 138kV transmission line along the existing route. OPTIONS 1. Approve adoption of an ordinance to acquire the above subject property. 2. Do not approve adoption of the ordinance and provide staff with further direction. 3. Table the matter for future action. RECOMMENDATION Staff recommends approving adoption of the ordinance to acquire the subject property for the City of Denton. PRIOR ACTION/REVIEW (Council, Boards, Commissions) • 9/16/16 — City Council was briefed on route re -build 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: EXHIBITS 1. Agenda Information Sheet 2. Ordinance 3. Easement Map 4. Motion Prepared by: Elizabeth Bell Denton Municipal Electric Public Infrastructure 2.3 Promote superior utility services and City facilities Respectfully submitted: Bryan Langley Deputy City Manager ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON FINDING THAT A PUBLIC USE AND NECESSITY EXISTS TO ACQUIRE A PERMANENT EASEMENT COVERING A 0.023 ACRE TRACT OF LAND SITUATED IN THE EUGENE PUCHALSKI SURVEY, ABSTRACT NO. 996, CITY OF DENTON, DENTON COUNTY, TEXAS (THE "PROPERTY INTERESTS"), FOR THE PUBLIC USE OF, EXPANSION, CONSTRUCTION, MAINTENANCE, AND OPERATION OF AN ELECTRIC TRANSMISSION LINE, ANCILLARY FACILITIES, AND STRUCTURES; AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, 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; AUTHORIZING THE CITY ATTORNEY, OR HIS DESIGNEE TO FILE EMINENT DOMAIN PROCEEDINGS IF NECESSARY; AUTHORIZING THE EXPENDITURE OF FUNDS; MAKING FINDINGS; PROVIDING A SAVINGS CLAUSE; AND PROVIDING AN EFFECTIVE DATE. [HICKORY TO LOCUST TL PROJECT — TRACT 76] WHEREAS, the City Council of the City of Denton ("City Council") after consideration of this matter, has determined that a public use and necessity exists for, and that the public welfare and convenience requires, the acquisition of the Property Interests by the City of Denton, Texas ("City"). The City Council finds that the acquisition of the Property Interests is a valid public use necessary for the expansion, construction, maintenance, and operation of an electric transmission line, ancillary facilities and structures, to serve the public and citizens of the City; and WHEREAS, the City is required to make an initial offer as defined by, and in compliance with, Texas Property Code §21.0111 ("Initial Offer"), and a bona fide offer, as defined by, and in compliance with, Texas Property Code §21.0113 ("Final Offer") to acquire the Property Interests for public use, voluntarily, from the subject landowner(s) before beginning the acquisition of the Property Interests by eminent domain; and WHEREAS, an independent professional appraisal report of the Property Interests will be, or has been, submitted to the City as required by Chapter 21 of the Texas Property Code, and the City Manager or his designee will establish a certain amount determined to be just compensation for the Property Interests based on the appraisal and fair market value of the Property Interests and any applicable fees necessary to acquire the Property Interests; and WHEREAS, the City Council deems it necessary to authorize the City Attorney to initiate condemnation proceedings in order to acquire the Property Interests if an agreement cannot be reached with the owner(s) for the purchase of the Property Interests; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON ORDAINS: Section L The City Council ratifies, confirms, and adopts the finding and recitals contained in the preamble to this Ordinance and further finds that the recitals made in the Preamble of this Ordinance are true and correct, and incorporates such recitals into the body of this Ordinance as if copied in their entirety. Section II. For the reasons and purposes set forth above, the City Council authorizes acquisition of the Property Interests, as more particularly described and depicted in the attached Exhibits "A" and "B," together with all necessary appurtenances, additions, and improvements on, over, under, and through the Property Interests. Section III. The City Council authorizes the City Manager, or his designee, to negotiate for and to acquire the Property Interests from the owner(s) for the City, and to acquire the Property Interests in compliance with State and any other applicable law. Specifically, the City Manager, or his designee, in accordance with State and any other applicable law, is directed and authorized to do each and every act necessary to acquire the needed property rights in the Property Interests including, but not limited to, the authority to negotiate, give notices, make written offers to purchase, prepare contracts and conveyance documents, to retain and designate a qualified appraiser of the Property Interests to be acquired and any other experts of consultants that he deems necessary for the acquisition process. Section IV. The City Council approves and authorizes, without further authorization from City Council, (a) the City Attorney, or her designee, to take any and all actions required to retain additional counsel to prosecute the proceedings in eminent domain to acquire the Property Interests; and (b) the payment, after approval by the City Attorney, or her designee, of all the attorney fees and costs associated with the prosecution of the proceedings in eminent domain to acquire the Property Interests. Section V. The City Council approves and authorizes, without further authorization from City Council, the payment, after approval by the City Attorney, of all the costs associated with the acquisition of the Property Interests, including but not limited to the costs of purchases or, if necessary, eminent domain proceedings, relocation assistance expenses, appraisal fees, title policies/services, recording fees, court costs, and expert witness fees. Section VI. If it is determined that there are scrivener errors in the descriptions contained herein or if later surveys contain more accurate revised descriptions, the City Attorney or his designee is authorized to have such errors corrected or revisions made without the necessity of obtaining a new City Council Ordinance authorizing condemnation of the corrected or revised property. Section VII. In the event that Special Commissioners appointed by the Court during condemnation proceedings return an award that is the same amount or less than the amount offered by the City for just compensation, the City Attorney is hereby authorized to settle the lawsuit for that amount. Section VIII. Following an award by the Special Commissioners, the City Finance Director is hereby authorized to issue a check from the appropriate fund in an amount not to exceed the Special Commissioners' award payable to the County Clerk of Denton County to be deposited in the registry of the Court to enable the City to take possession of the subject property without further action of the City Council. Section IX. If any section, article, paragraph, sentence, phrase, clause or word in this ordinance, or application thereof to any persons or circumstances, is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not affect the validity of the remaining portions of this ordinance; the City Council declares that it would have ordained such remaining portion despite such invalidity, and such remaining portion shall remain in full force and effect. Section X. This Ordinance shall become effective immediately upon its passage. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: —6 2/,V� ELECTRIC EASEMENT STP TX Investing, LLC Tract BEING a 0.023 acre tract of land situated in the Eugene Puchalski Survey, Abstract No. 996, in the City of Denton, Denton County, Texas, being part of a tract of land described in Deed to SPT TX Investing, LLC, Series G, as recorded in Document No. 2016-57566 of the Official Records of Denton County, Texas (O.R.D,C.T.), and being further described as part of Lot 2 in Block 7 of the Owsley Park Addition, as recorded in Volume 1, Page 6 1/2, of the Plat Records of Denton County, Texas (P.R.D.C.T.), and being more particularly described as follows: BEGINNING at the northwest corner of Lot 2 and the northeast corner of Lot 1 in said Owsley Park Addition, same being the northwest corner of said SPT TX Investing, LLC tract and the northeast corner of a tract of land described in Deed to Dietz Family Trust, as recorded in Document No. 2016- 130806 (O.R.D.C.T.), and located in the existing south right of way line of Stella Street (called 50.00' R.O.W.), from which point an "X" Cut found bears North 00°51'50" East, a distance of 0.44 feet; THENCE North 89°10'51" East, departing the east line of said Lot 1, and along the common north line of said Block 7 and the existing south right of way line of said Stella Street, a distance of 50.00 feet to the northeast corner of Lot 2 and the northwest corner of Lot 3 in said Owsley Park Addition, same being the northwest corner of a tract of land described in Deed to Lazy B Properties, LLC, Etal, as recorded in Document No. 2014-49766 (O.R.D.C.T.); THENCE South 00°49'09" East, departing the existing south right of way line of said Stella Street, and along the common east line of said Lot 2 and the west line of said Lot 3, a distance of 20.61 feet to a point for corner; THENCE South 89°45'47" West, departing said common line, a distance of 50.00 feet to the intersection with the common west line of said Lot 2 and the east line of said Lot 1; THENCE North 00°49'09" West, along the last stated common line, a distance of 20.10 feet to the POINT OF BEGINNING, and containing 0.023 acres of land, more or less. NOTE: Bearings are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone 4202: NAD83 (2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTK) methods. The distances shown hereon represent surface values utilizing an Average Combination Factor of 1.000147317 to scale from grid to surface. An Easement Exhibit of even date herewith accompanies this Legal Description. See Exhibit "B" Date: April 21, 2017 DME13222 — STP 7X Investing, LLC (DME 76) Page 1 of 2 Marvin King, R.P.L.S. No. 5581 Teague Nall & Perkins (M�ANKING 1517 Centre Place Drive, Suite 320 ••• Denton, Texas 762055$1 940-383-4177TBPLS Firm No. 10011601 u���� Date: April 21, 2017 DME13222 — STP 7X Investing, LLC (DME 76) Page 1 of 2 E12Fa L $ > >pE Nit m r LLI Z� l��n 8 CEL E Z ftp F N C� C CO o8zs a W W W Y 0 Q`�m zz - �1 _ �� N 1-9 LULIJ ��1� F �Tq 1w ���� Un ZO v y x UJ ui xoLli :�: n w: to ® W W�W RE UxU > Q w m 6�s,••� f,-- •�P N Q Z N S -B 8 ° O Pa �"� oZ w U- .78 �? F m o fT j Z W O p e� a' ~ �o C a° o n aE m W Q m t �EU WCD '64 AR m •GAO iDm y� 3��E 2 -E �. o°0� �nr8 3L ° _ w r w9 09n n Z 4 z Q+y (`') =Cj CC mo m g o 03 x L.J � o ti� �vqj m 0 J rnz`�No r�mm� a Om to Q mMy° �93N E� W OO r. U W ��u stn Epi m m :� Zpcppb °zl Ci o r--666; c� (n Lr) fV � fV Lu L'� D co - o,= iii W esz od 'soa ion C © �— z �n o o'o eye O .LWS3.l nan NO1N9G -4O ALIO ��� jn�n Z Q p Lo 0) H� 1 9 `N � "j LAI ��rnO _ � �� ,100000 N 3 ^-3H0-- — .,3 tp (,cc) G v w n i� Z(n07Z 3 W 0 I �, �: W a� c~i CJS J ? z���� W F low C Ci O t�i N 0 SIU L� (L W J $ g W W N m��o `. W W .. ■ l� W ,6C'6kk-3„60,6t,o00 s o J. o 0: M C W ®� �ui p W Na Q° O oe xNps a�� w°d� 06 a�<'4' 2 by F -C ZQ }Ja- I O NSE V xa.a IL w Im g o ,06'66 L- 3„ 60,6bo00 S 2 oc cm ow 9 �,6 a3 s a �� o OR LL. kg 3 F .O 4 Z w a I oo )(WM 'ONOO C 9 } z a3 u�t t� a a 0 f ° W z � g F aa rn OC" CUT FND. BEARS -r N 00'51'60'E, 0.44' 1 4 W 50.00' Q 1W IRON ROD FOUND (UNLESS NOTED OTHERWISE) 1 20.61' POINT OF STELLA STREET ASPHALT PAVING BEGINNING SIGN i O WATER METER (CALLED 50' RIGHT-OF-WAr 1 0 W DUMPSTER PROPERTY LINE NO PARKING CONC. DR/VE CONC. DRIVE DIETZ FAMILY TRUST P r�I B=-GHE— ISI — —OHE— — �F1E— E(S/GNJ L1-0HE �'''�@iix10�6�DHE— OC" CUT FND. BEARS -r N 00'51'60'E, 0.44' 1 4 (CMI I 50.00' Q 1W IRON ROD FOUND (UNLESS NOTED OTHERWISE) CONTROLLING MONUMENT Ta POWER POLE 20.61' LOT 1 S 89'45'47" IN 3 TWO-STORY WOOD BUILDING SIGN i O WATER METER 0 EASEMENT BOUNDARY PROPERTY LINE — of DIETZ FAMILY TRUST P DOC. NO. 2016-130806 Ill SHE— — SHE— — — O.R.D.C.T. 6 O O O co FND. 1/2"IR BEARS N 47'31'34" W, 0.48' 1 L3 LOT 2 TWO-STORY BRICKBUILDING SPT TX INVESTING LLC, SERIES G DOC. NO. 2016-57566 O.R.D.C.T. OWSLEY PARK ADDITION VOL. 1, PG. 6112 P.R.D.C.T. BLOCK 7 20' RIGHT OF WAY FOR INGRESS AND EGRESS VOL. 1285, PG. 170 R.P.R.D.C.T. teague nail & perkins tnp317 Centre Pl oce Br7620 ito 3- D—, h 940.383.9026f. 4 .383. 940 383 41]7 ph 940 383 8026 fx li' �� www.tnp'nc corn T B P.L S. F cot No 10011601 I I CONC. PARKING I I I -LIT 3 ELECTRIC EASEMENT 0.023 A CRES M Oi ILLAZY B PROPERTIES, LLC,ETAL DOC. NO. 2014-49766 O O.R.D.C.T. C O O co 'y I ��(� ❑rZ L 'Lrl_ - LINE TABLE NOTES: 1. Bearings of lines shown hereon are referenced to Grid North of the Texas Coordinate System of 1983 (North Central Zone 4202: NAD83(2011) EPOCH 2010) as derived locally from Western Data Systems Continuously Operating Reference Stations (CORS) via Real Time Kinematic (RTI) methods. The distances shown hereon represent surface values utilizing an Average Combination Factor of 1.000147317 to scale from grid to surface. 2. This exhibit was prepared with benefit of that current Title Commitment, GF No. 146293, with effective date of September 1, 2014, provided by Title Resources Guaranty Company. For easements, dghts-of-way and/or other matters of record that may affect this tract, the surveyor relied solely on said title commitment. THE FOLLOWING SCHEDULE B ITEMS DO NOT AFFECT THIS TRACT: (toe) Deed of Right -of -Way executed by Richard E. Enlow and Harvey D. Justice, Attorney in fact for Glenn W. Justice, recorded In Volume 1285, Page 170, R.P.R.D.C.T. (as shown) y tnp LEGEND L1 0 CALCULATED POINT 50.00' Q 1W IRON ROD FOUND (UNLESS NOTED OTHERWISE) CONTROLLING MONUMENT Ta POWER POLE 20.61' O MAILBOX (MB) S 89'45'47" IN ❑T TELEPHONE UTILITY L4 SIGN 20.10 O WATER METER ® I IRRIGATION CONTROL VALVE EASEMENT BOUNDARY PROPERTY LINE — EXISTING EASEMENT EXISTING RIGHT-OF-WAY EDGE OF ASPHALT SHE— — SHE— — — OVERHEAD ELECTRIC LINE 0 15 30 60 SCALE: 1" = 30' LINE BEARING DISTANCE L1 N 89'10'51" E 50.00' L2 S 00'49'09" E 20.61' L3 S 89'45'47" IN 50.00 L4 N 00'49'09" IN 20.10 ELECTRIC EASEMENT BEING 0.023 ACRE ELECTRIC EASEMENT SITUATED IN THE EUGENE PUCHALSKI SURVEY, ABSTRACT NO. 996 CITY OF DENTON, DENTON COUNTY, TEXAS DME13222 SHEET 2 OF 2 Recommended MOTION City Council Auenda Item ID (Hickory to Locust TL Project — Tract Number 76) "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 a permanent electric utility easement on a 0.023 acre tract of land, as situated in the Eugene Puchalski Survey, Abstract No. 996, City of Denton, Denton County, Texas, and now being displayed on the overhead screen and being described in Exhibits "A" and `B" to the ordinance under consideration, all of which is for a valid public use, necessary to provide the expansion, construction, maintenance, operation, and improvement of electric transmission lines relating to the Hickory to Locust Transmission Line, a project to serve the public and citizens of the City of Denton, Texas." City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN Legislation Text File #: ID 17-1637, Version: 1 AGENDA CAPTION Consider approval of resolution casting votes for membership to the Board of Directors of the Denton Central Appraisal District; and declaring an effective date. City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton city Hale 41"X'IAIW�215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Finance DCM: Bryan Langley DATE: December 5, 2017 SUBJECT Consider approval of resolution casting votes for membership to the Board of Directors of the Denton Central Appraisal District; and declaring an effective date. BACKGROUND The Denton Central Appraisal District (DCAD) notified the City on August 28, 2017 that the term for members on the current DCAD Board of Directors expires December 31, 2017, and accordingly they began the process to elect a Board of Directors for the next two-year term. On October 10, 2017, the City Council considered a resolution for nominations to the DCAD Board of Directors and took no action. Seven nominations from all taxing jurisdictions were received by DCAD, and a memorandum has now been sent to the City requesting the casting of its votes. The number of votes a taxing unit has is determined by their proportional share of the total levy in the district from the prior tax year. There are a total of 5,000 votes throughout the district. One thousand votes are the maximum number needed to elect a local representative/nominee to the Board of Directors. In 2015, the City of Denton had 192 votes and allocated all 192 votes to Charles Stafford to serve on the DCAD Board of Directors. This year, the City has 191 votes and Denton Independent School District has 658 votes. The following is a summarization of DCAD's nomination process. Prior to October 1st - DCAD notifies taxing entities of the number of votes they are entitled to cast for appointing board members. Prior to October 15th - Nominations are submitted to DCAD by each jurisdiction. Prior to October 30th - DCAD compiles a comprehensive list of the nominees and forwards to each taxing unit in the form of a ballot. Prior to December 15 - The taxing jurisdictions choose by written resolution the candidate (s) of their choice. The jurisdiction then submits the name (s) and the votes cast to DCAD. Prior to December 31st - DCAD tabulates the votes and forwards the results back to the jurisdictions. The five candidates that receive the most votes become the Board of Directors as of January 1st. The seven candidates nominated by the taxing jurisdictions and a breakdown of the 5,000 votes is attached as Exhibit 2. Nominee Robert Gallagher has stated that he does not want to be reappointed. RECOMMENDATION Staff has included a resolution that allows the City Council to determine the allocation of the City's 191 votes for the DCAD Board of Directors. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On September 15, 2017, the City Council received an Informal Staff Report summarizing the nomination and election process for the DCAD Board of Directors. On October 10, 2017, the City Council considered a resolution for nominations for the DCAD Board of Directors and took no action. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Organizational Excellence Related Goal: 1.1 Manage financial resources in a responsible manner EXHIBITS 1. Agenda Information Sheet 2. DCAD Memorandum and Board Applications 3. Resolution Respectfully submitted: Chuck Springer, 940-349-8260 Director of Finance DENTON CENTRALAPPRAISALDISTRICT 3911 MORSE STREET, P O BOX 2816 DENTON, TEXAS 76202-2816 MEMO TO: All Taxing Jurisdictions V_ FROM: Rudy Durham, Chief Appraiser DATE: October 26, 2017 SUBJECT: Candidates to Board of Directors of Denton Central Appraisal District Candidates to the Denton Central Appraisal District Board of Directors are listed below. The list is in alphabetical order by last name. Each voting unit must cast its vote by written resoiution and submit it to the Chief Appraiser before December 15th. The unit may cast all its votes for one candidate or may distribute the votes among any number of candidates. When a voting unit casts its votes, it must cast the votes for a person that was nominated and is named on the ballot. There is no provision for write-in candidates. The Tax Code does not permit the Chief Appraiser to count votes cast for someone not listed on the official ballot. The five nominees receiving the most votes will become the Board of Directors. The candidates nominated by the taxing jurisdictions are: (Please note Asterisk below) w Candidate Noir fn l..JUrisdi„t,tidn 1. Roy Atwood Lewisville ISD, City of Carrollton 2. Robert Gallagher * Town of Trophy Club 3. Mike Hassett Lewisville ISD, City of Lewisville, Town of Flower Mound, Town of Trophy Club 4. George Pryor Denton County 5. Connie Smith Town of Trophy Club, City of Lewisville, Town of Flower Mound 6. Charles Stafford Town of Trophy Club, City of Lewisville, Aubrey ISD, Lewisville ISD 7. David Terre Lewisville ISD, City of The Colony, Denton County, Northwest ISD Town of Trophy Club, City of Lewisville, City of Frisco *Robert Gallagher has indicated that he does not want to be reappointed to the Board of Directors. Since some of you may not be familiar with the process of selecting the Board, please do not hesitate to contact Kathy Williams at (940) 349-3974 for clarification and/or information. PHONE: (940) 349-3800 METRO: (972) 434-2602 FAX: (940) 349-3801 DEN ll'ON CENTRAIJ, APPRAISAI - UP'[ RHA 20117 DlISFRMU'FlION OP VOTIF'S JURISIDIK"HONS SCHOOL DIS FRIKA'S: SM ARGY11 " 1SD S02 AURREYlSo S03 CARROLLNON FB 1SD SO4 (T"LINA ND 505 I ISD 615 F R r" I'S I I 406 liflSCO ISD S07 K le, t �Nf fS D SOS 1,AM-11 DAI 1 AS ISD S09 HAWSVI[I'Ll: ISD SO) Ll Tj L IE:1":LMi SI) SH MV11st, ist) S12 Vil 01 l(ANC 1?1' 0 ,all :3 PO(~"&DEk ISD M7 PROSITIR 6Sl) 514 SANGER IS'D M6 SHOF11,ISTD SCHOOL USTRIM'S FOTALS NUMBER M6 H VV C.6 \lFs OF VO] I'S 24,'!hh,53730 I , It 15 7 1!11:1 7") 1 "" "14) 3, 7o , ':D 5 0, 74 16 %, 37 ",11', R I 32 2,3rI'70"!4 14 39 1,0453] 0.0235% 1 219,694,79-5,75 13J775% 110�" 2,727.25 0,0002,o 1 29,164,592. 1 6 1.7474% % 1,87 M,1194,531 49 0.6115% 3'1 26,220,441 .64 1.5727% 11) 460,594,336.33! 27,o2f,,(M,, 13M 49,086,035.961 2A),442 ,,, 147 Olog,- 1 63.48' i, 6 k4 v , 282 7, Y 196,4410.1"x0 ' 0,4317% 22 84,19'72,569.46), 1-" 8 211111", 27 5,221,928, 0 03 1 321% 16 12,636,(23 60 0.7571P,4 3 8 46"7,606.'19 U28,09 6'04 S1,1108,7116,716.58 66.502%! 3325 GO 11 DFIN FON COUNTY 5197,.577,_931.x97 1 1.85% 593 6'1111.48 6.'26 FOWN OFARGYLE... 2j 84,044.35 OA 310% CO (TFY OF AUBRLY. 1,055,67T8 00633%, C3N TOWN ()1FBAM'0NV1,LE. 63P,787,92 0.0-rg.x, 6 02 CH Y OF CARROH.-TON 38,888,30T21 2.3326'"/. H5 6'49 0"11 Y OF CELINA. 5,549J9 00003% 0'03 (11YU, T'HECOLONY., 24,41,5,465'.69 11 164`x% 73 C21 1OWNOFCOPPELL 937,125.62, 0,0562% 6`2`7 TOWN OF COPPER CANYON 649,532.61 0.0390%' 2 6'04 (Tl'Y OFCORIIN FIL I0,509,65:3.29 0.63041x 111 "1 U4"7 TOWN OFDRAPER 8,2 k 7-69 0.0005% 1 0'20 6'111YO1°DAILLAS, 10,208, 1 52.445 0.6123%, 31 6:'05 (l Y OF DF'N N I'OTq 64,302,599, 1 5 3.8569% P)l 0'42 Cl Y OF DM L . ..... 125,470.82 0.0075%: 1 ('30 TOWN OF DOUBLE OAK- . QlvM"'f 81 O'.0""5 38% .1 6'07 TOWN OFFLOWU'R MOUND. 4I, 7,914 93 2.4765`,, 122 ('36 C1"1Y OF 1:0R F W 0 R- Ill L, 12,067,3:3"1 i9 0,7:?_ 8%' 36 ('32 ClIT)"OFFRISCO- 4 2, 58 1 , 06 2 9 1554M' 12'' ('39 0`11 Y 01' G RA M -V I N Nd x9'3 0.0000%, 1 ('22 TOWN 01"11ACK.11317RRY. 62o,624-53 0.00`76%; 1 6":39 F1 FY OFHAS�,ET. , . . 4,990, 76 0.0003"%, 1 6'x49 TOWN OFMCKORY CRFIEK. 1,657,796,99 0.0994%; 1 6'08 (TI! V OF f 1 1611 LAN 1.) Vf J A6 11,.`x99,:268.694 0.6957% 35 ('09 , CTFY O1 J U S11 N ... - . 11,822,92109 0 093% 6'18 CUY 011<.1C6J(.2ERV11.,1,E. 502,066.92 0.0301®1 2, (l 0 (TTY 0FKRUM-- ,� ,913,205 1 3 0.1148%: 6 CI 6'1'1"10 OFLAKE DALLAS 2,707,832 98' 0 1624% 14 C'25 6"I FY OF 1.A11<.EWOO29 VHJ,Aq Ni'%07:2L2, 0.01 .5 917 1 C'12 0 FY 0i'll"WISVI12E- I 8,908,of, 2.1x964%1 1 d N ('13 FOWN OF 1-11-FLF ELM 18,490,410,M) 1.10x914°1 54 4:'33 TOWN OF NORTHLAKE I I 75,-i8bl 1 0,0705% 1' C24 Cll f'Y OF OAK POH'4 E. 1,9 16,255,35 0.1167% 6 CIC Cl FY OFM1,01110IN L. 1d4-3,726,62 0.0866%i 4 0'29 (ATY OFPLANO......... ,091,232 89 03055%� 15 0.`1 .9 TOWN OF PONDF'R 7 3 .S' 8 () 5,97 H440% 2 C4$S CHY OFPROSPER I, 1 0 6 5 4'9' 00704I%, 4 ('51 TOWN OF PR0V]DF-,N('F'V'ffJ 3,552,928, 11 0,211 j I "`d CP ClH'Y OFROANOKL',.,... 6,509,645A1 ()J905'"•6 20 C° 6 C'ff1''01 SANGlI"R., 3,625,622 99 6'34 IOWN 01, Sl IADY Sl 10RES 8-12,(,,0.44 U.505% 3 C'37 (1 IN OFSOU I B 11,JAKE....... 582,976,96 0.0350% 2 U"28 C FTY OF TRO P I I Y CLU 13. 7,0 76, 16 L 0749' 0,4604% 23 6'44 CITY OF W I � STLA 1< E 0'69d 0 % CITYTOTAL S300,899,237,6l 21 1.8! 108') I OTA 1, A9 i -I t J R I S'D I (" I I () NS S 1,667, 192,315.74 - -- - - -------- 160.00% 5000 Nominee lira formation Dentori Central Appraisau District Board of I Xrectors Youf narne has beer) SLIbrrfltted aS 2 can6date for' the IDCAD Board of Ii): �rectors. The term is for two years begiinning January '1, 2018, and ending December 31, 2019,,Please cornpete the foHovvrlg pnformatoon and feel free to attach any additional information. Flfease return thisform slictions with It eiir v 1(8- be sent to e h ot i n . . . . ....... ... Nairne t�4, Gz) "Cl, Address" 7 S(-)CY7 City Zip .. .... . . . . . ............. Daytime Phone ......... ............ Evening Phone I . Are you a resudent of Denton Counity and have you resided Vin 1Dentorn County for at least two years irnrnedpat6y precedk-ig tlie beginning of tihis term?L-,,,,s I N o 2. Are you an ern plloyee of a taxing Unit thiat part 6pates in the [.)enton Appraisap District? Ye(,14z) Rease proMe work or persor4 experiences that wmdd be alppkcaUe to serve on the DCAD Board of Dliirectors,, . . . . .. .... .. ................. . ...... . .. . ......... . . . ........ . . . . .... ....... S� ..... . . . .V" -\- . . ................ . . . .. t 6o, . ........... Return to: Kathy Williams Denton Central Appraisal District P.O. Box 2816 Denton, TX 76202 Roy 'r. Atwood Partner Atwood Gameros LLP 6116 N. Central Expressway, SuIte 1400 Daflas, Texas 75206 w r:u "r f'] o a I � e 1, r) cc r I I +-1_214.559-7399 (T) +1 .214.481-5502 (F) Roy Atwood is a trial lawyer with extensive experience representing companies in complex litigation. He has represented clients in construction, toxic tort, product liability, state and local tax, and business disputes of all kinds. Ide has tried cases in state and federal courts in Texas and across the country and represented clients in arbitration. For over 15 years, Roy has served as national coordinating counsel for a group of Fortune 100 Companies in lawsuits involving tens Of thousands of plaintiffs in more than 20 lurisdictions. As national coordinating counsel, he has served in leadership roles on steering committees and In joint defense groups. In 2001 and 2002, Roy Was 2 member Of 2 team of lawyers who obtained defense verdicts for clients in toxic tort cases, each of which The National Law Journal recognized as one of the top 20 defense wins of the year. In addition to winning at trial, Roy has successfully negotiated settlements for clients when settlement was the appropriate result, sometimes Under very difficult circumstances. In one matter, Roy handled contentious negotiations for @ client that lasted five days and were conducted entirely in the presence of a United States Magistrate Judge, After 14 years as a partner, Roy retired from Jones Day at the end of 2012 and opened Atwood Garneros _.LR He made this move with the intent of providing clients with efficient and high quality service at reasonable rates. Roy has been a frequent speaker on litigation -related topics and teaches in trial skills programs. He served for many years on the board of the Trial Skills section of the Dallas Bar Association and is a member of the Dallas Bar Foundation and the Texas Bar Foundation, He is past president of the board of trustees of LaunchAbility., which helps people with developmental disabilities lead fulfilling lives. In 2011, LaunchAbility honored Roy with their Milton P. Levy Jr. VolunteerAward. Roy is also a rnernber of the board of the IDown Syndrome Guild of Dallas. He has served on various boards and commissions in the city of Carrollton, Texas, including serving as a planning and zoning commissioner, Roy also serves as a ieader in the Student Ministries program at St. Andrew United Methodist Church. Roy has been recognized as a Fest Lawyer In IDallas by D Magazine and has been recognized as a Texas Super Lawyer each year since 2009 and as a Best Lawyer In America since 2014. U.S. News and World Report has recognized Atwood Garneros, LLP as a Best Law Firm since 20,14. AREAS OF FOCUS Business and Tort Litigation Construction Special Education Law Product Liability Lffigation State & Local Taxation Disputes Mu|Udiotd(tLitigaUnn HONORS AND DISTINCTIONS National Law Journal "Defense Verdicts of the Year'(2OU1and 2DO2) Texas Super Lawyers (2ODg.2O1O.201i.2Di2.2O13.2O142O15.2O1G) Best LawyerainAmerioa—Commeuja| LitAption (2014. 2015. 2018) Best Law Firms inAmerica —2Q14.2O15.2O16 QMagazine Best Lawyers inDallas (2014, 2105.2Q16) 2011 Milton P. Levy Jr. VolunteerAward, LaunchAbility Member, Dallas Bar Foundation Member, Texas Bar Foundation EDUCATION Southern Methodist University (J.D. cum laude 1988; Order ofthe Coif; Editor -in -Chief, Journal ofAir Law and Commerce; National Moot Court and Mock Trial Teams) University of Illinois (B.S. 1979) BARADM8|SSiONS Texas Federal Courts for the Northern, Eastern, Southern and Western Districts of Texas REPRESENTATIVE EXPERIENCE The Brandt Companies LLC arbitrates claims stemming from construction of satellite antenna station - represented The Brandt Companies LLC in a dispute with a subcontractor that arose during the construction ofasatellite antenna station south ofAustin, Texas The Brandt Companies LLC construction contracts — reviewed and negotiated construction subcontracts for The Brandt Companies LLC on u wide variety of construction projects, including government projects Bridgestone defends against action involving failure of Louisiana Superdome roof during Hurricane Kathn$-nepneoenhod BFS Diversified Products, LLC in connection with o suit brought by the State of Louisiana and the Louisiana Stadium & Exposition District as a result of the failure of the roof of the Louisiana Superdome during Hurricane Kathna° VetroheX CartainTead defends against arbitration brought by electrical contnscb»r-napresented \6a rotex CerteinTeed Corporation in an arbitration brought by an electrical contractor* City ofAustin challenges cost overruns onnuolaarpowvercdantoonstrucbon-[epreeentedtheCityof Austin in a suit, which culminated in a four and a half month jury trial, over cost overruns during the construction ofthe South Texas Nuclear Project powerp|8nt* Anatole Partners achieves substantial settlement in action for faulty design and construction of hotel maaonry- represented Anatole Partners, LP, the ovYner, in c(o|nno against design professionals and contractors for faulty design and construction of the hotel's masonry syeten1, n*su|UnQ in e substantial settlement payment tothe owner* Commercial Disputes Q. esmo pursues insurancE.-?, recovery fo� adsIng from poiluflori conditIonzs at refinery - represented Fesolro 41 litfg@Uon to recover Ilosses wsiirig frojj--w poflnjtiolrl con6tions at a refinery urider Fldlution l ega.-iV L-iabilIfty Selec.!.t Insurance Policy' Pepsi Bc,tOng Group settles cflspute during acx-luislton of BettecR,.39vemqes represented Tlhe IPepsf Bottling Group, linc- In connectoon with as dispute over the acquisffion of: Betteir Bever . ageS* Hosptd Qn Iiifling and ManagerTient dspute - represented a hospfta� in a dispute wffi-� fbrrner Nrd-p@rty biilling and rnaein n@gerrit cornpanfes rdated to a�lleged improprieties by thornp se coani(,:s* XrOFINA obtains favorable partial summary judgment ... on behalf of ATORNA Petrochemicals, Inc., obtained a favorable partial Summary judgment ruling interpreting the term "occurrence" as used in commercial general liability policies issued by Travelers, which took the position that the existence of asbestos at F:1na's facilities was one occurrence, and thus a settlement of $300,000 in one large case exhausted all of Fina's coverage for premises liability cases" Merr'ott, Q- lawkins & Assc-.)c rate s arbitrates software dc.-wu:dopment contract dspute aga'Inst cleveloper fE'pirpsented Merritt, a lawk�ns & Associates, as software purchaser, 41 an airbRraflon dispute agaYinst the, deveiopur 4wofving as ,,3oftware deveiq,,)rrient contract* Hornecomings Financianegotiates pre--sJsettleme, r.nt of SOft%VZJrre deveioprnent contract represented HorTiec,ornQngs Rnainciefl, a GlVAC cornpanyll as a software Ipuurchasesnrarnd negotiated a pre-sA,Jt settferneint, of a ,-.mftv;are devefol:)ment M'O.Wt` Kay MacKay negotlates setdemE.'r)t of bread) of contract and misappropriation of trade secret actk,:)n c.-)n be of Kay MacKay, negoflated the s(,.,ttternent of breach of contract and rnisappropriation of trade secret dairTIS relafing to alunlinuirn t)ats foUowrig a piielirninary injunctfon hearling airid on the eve of tr4l* TRVV wns s.wnmaty �udgrnent in antftrusl', action Ihrou.ught Iby credit repair dinl'c cbtal4ied surninlary JUdgnneint for cflent TRW inc, in an antitrust aCfl()n brought by a creditrepair cfinic* Bank group defends daln�is related to processing ernbezzed checks - obta�ned surnirnaNy lLJd1gfT11e11)t for a group of barks that had pirccessed embezzled checks* Products Liability and Toxic T'orts Kaiser Aiurninum defends against action involving fatal fire .. represented Kaiser Aluminum Corporation & Kaiser Aluminum in connection with claims stemming from a fatal fire in a duplex that contained aluminum wiring* ATC resolves action against Wood Group resulting from faliure of submersible water pumps in Saudi Arabia represented A. Abunayyan "Trading Company (ATC) in claims against Wood Group ESP stemming from the failure of submersible Water pumps installed in water production projects in Saudi Arabia* Specialty Products and Bondex lriternationai seek bankruptcy protection - represented Specialty Products i lolding Corp. and Bondex International, Inc. in connection with valuing asbestos liabilities in their chapter 11 cases, which were commenced in the United States Bankruptcy Court for the District of Delaware on May 31, 2010* Westinghouse Bectric prevails in product Fabifity suit involving high voltage circult breaker - successfully defended Westinghouse Electric Corporation in a $6 million product liability suit involving an extra high voltage circuit breaker* Textron and Bell Helicopter successfully defend against claims brought by two workers alleging cadmium exposure - successfully repiresented Textron, IInc. and its lBell Helicopter subsidiary in connection wth cQa4-rrs filed Iby two workers Meglng eXPOSUre tO CadMiUM Wriik.,� repi�..Jring h(--dk:x)ptrirs, nit the C. or Chrlistl Army [)e of Fe�mn st.mcessfully defends, respirator product haWity ci@ims - successfufly defended respirat(Dir, Tnanufacturer Textron, inic, in product Qi2b��fty �ifigation brm..nght lby over 50 paRrffifffs who l­nad worked @t diatorriaceous earth rn�nes in I OMPOC11 Cahf0t'1r)i',-2* i.3n,,ush winc.,, ccrrnp�tit a deH­�se verdWict hi tMeryfliurn exposuire @ct�on by workers at Rocky Rats NLJC,10W' Weaporm FacuWy .- st.,�r.:,,cessft.ffly defende(-,i Bn.ish Weflrnan inc, from berylIiva,n exr.xmuire c4rns flIed by workers at the Rocky F]ats NUGN-Iar- Weaporns IFaacliQity hii Goiden, Cok)r2do' LLS, SfliC2 wins defense verdict in sliicosis case - succeSSI`LAy defc.-.,nded (J.S. &fica Cornpany against siiica raxposure cairns filed by workers at Tyler IFlipe, obtairflng a defemse jury vercilct" Excess insurer sues primary insurer over contaminated housing development .— represented an excess insurance carrier in a Suit against the primary carrier after the excess carrier dropped down and paid claims related to ground water contamination of as neighborhood bordering a toxic waste disposal site* M-anufacturers of resp'Iratory protection dev�ces successfully defend ag_,a4ist docket of product li@NRy clairns - for More than a decade, acted as mationaQ cd: or6nating COUnseQ and lead tdal cou nisellfo.. r the fOLY entifies that owm,.,.,-d the former. We�lsh Re,,ip4atar Company in toxic exposura:,:; c.,,ases, the rne°9orkty of which involved alleged exposure to sflica dust* '(prior to establlshment of Atwood Garneros I.. IP) PUBL11CATIONS A More 1n Depth" Look at What's Left Of "Loser Pays" Texas Tort Reform: What's In It, What lsn't Texas Governor Signs Tort Reform Legislation Finned at Attracting Businesses to Texas Solving the Problems in Mass Tort Litigation, Practice Perspectives: Product Liability & -Fbrt. Litigation In Silica Litigation, the Numbers Alone Dictate Careful Scrutiny Of lniUry and Causation, Andrews, Toxic Chernicals, Vol, 21, Issue 21, p, 2-7 Discovery of Personnel Files and an Employees Right to Privacy, Dallas Bar Association Headnotes Admissibility of National Transportation Safety Board Reports in Civil Ali- Crash Litigation, 53 Air L.& Com, 469 SPEAKING ENGAGEMENTS Construction Law Update, Dallas and Houston, Texas Litigation lBreakfast Series, Controlling Litigation Costs, Dallas, Texas lBuilding Protections lnto Your Real Estate And Construction Deals, Jones Day CLE Urilversity, Dallas, Texas innovative and Cutting Edge Uses of Technology in the Courtroom, Dallas, Texas lrinovative and Cutting Edge Uses of Technology in the Courtroom, Dallas Isar Association Trial Skills Section, Dallas, Texas Workpaper Confidentiahty, LIDO Tax Conference, Dallas,Texas Workpaper Confidentiality, Hogan and Taylor 'Tax Conference, Tulsa, Oklahoma Workpaper Confidentiality, Tax Executives lristitute, Dallas Chapter, Dallas, Texas Jones IDay MCL E University - Dallas Update on IFIN 48, Financial Disclosure, 'Textron and Confidentiality of Various Risk Analyses and Workpapers, Dallas, Texas Current Ethics Issues for In. -House Counsel, Jones Day Dallas MCLE University Witness Preparation, Dallas,'Texas �ssues Rased by the quer° rnerbts of RN 8: Privfl e, Confidenfiality and [.Nsclo a it , "m DaHas CNnDr•„ Dallas. ...texas Jury Selecflon, Jones Day Dallas he Chun frog CHmate Pin ToAc ,,.Forts, DaUas, Texas f;; mer-ghig SHica CWms- l....aoldng Beyond SandblasUng and Foundry Exposures, Hairris Marfin Nafion6l Wicosos Conference, fres Negri, Nevada Jug � nstru cflonand erfttI1::: uo m , Jones Day DaUlas Dlscovery lMotoorn , Jones Day Dallas rexas Tort Reform, If ll s, .I...exas The1....l rde t Part of Che Trial, Di:: °Tru 0 SKU Sernh...w, Daflas, Texas Plorwilnee lnibrmatiori Denton Cordral Appili mei IIIBoard of Directors yokir H1111'rN110 hoa bni,",n ddatr,'for tho DCAD Uoa rd of Directors, Tho term Is for I y�,�ar.,i boginr�fil( ) 1, 201 f�, orvfing December 31, 2010, Pleaso clomptoto the follo%ving 4"d fr�'!on anyaddiflon.,31 lnforaiation,, Plopso QLtLrri this forai s vvith thoir vot Name ;Qd'kess . . ....... City ZIP .. . ..... .. . . . . . ........ . . . ...... Daybrne� R'ione ... ....e...... .... ..... . .. . ..... EveNnq Phone 1,, Are, you a resident of Denton Ccun[y arid I we you resided it) Dentorii `,,040 Co,i,jnty for at ficIast tvvi�) years invnedialldy ri-,recedlrx tomo beg�nNnq of th�s larm? 2. Aiire t*u art ej nployee of a taxing =4 that parlidpat(:�ms in the Denton Apprai,,:;al 11strict? Please provide viork or persona� expedences that, wotild be applicable to serve on the DCAD BII of Directors Retum to: Kathy Williams P.O. Box 2816 Mrittin TY 7A9119 ork ersorml Experiences N air7rn cu mpr et'Nin rrny first two-year tern") on the DCAD Board of IMr°ectrrrs, and N beNNewre that experience Inas been firnvaWaWe, N have a BBA Nn corporate finance froir n the U nNvers'ity of Nyofth Texas, and a JD from Che N niveirsNty of "yews ScNoo� of Law, N have been a practu&ig attorney sN ce 1996, and N airrn board certffied fru OvH TrW N...aw by the Texas IN card of Legall Spediaflzadoin. hey INarofessfio nab practice 'Nr)CNU Jes SUbstarntiaN work Nn carr mercNall reaN estate, as well as rnurnNcNpaN and gene4l cornrrner6all rami. I flri mNy IbeNNeve that irrwy work and educao„ on experNernces r nake rurne umugo»ueNy q uahfiied to sit on the Board, hHe the Board's pdrrwary r Ufles are the hn dng of the CHO AppraNser and the arJopflern of the budget, many furrnes we are asked to approve contracts, reviewer and corrs'Nder for purchase varurnuns Nrusu.urarnce poHcNe s, and set ong terirrn pohcNes for, the IC istrNct. N hese furncanNo ns are cornphrlrnerntary to what N do professNo nalHy on a clay -today basNs. N talke the responsNIkty of beNng on t Ns Board orrery serNOwu sNy. II have not rrnNssed a meedng 'Nrn irnuy two - years on the IBoard, and N have coo ne to each rrneet'Nrn f0y prepared, aWays haOng studied the agenda and ,packet docu.urnnernts. II ask that you Ikliirn&y co nsN er giving me another two year terrrrn. F TI iE 1 11 0 I)CM01). CoUnt Y -1 30ards & C'omnvilttees Application fDr Apipointmenit Date Comfulissioner Pill 'hict ft, "Years in Denton. . . . ...... 7_-- ty, . . . ........... ............................... . . ........ Efome, .Address: 0 C2 YJ y ... . . ........ Zip Code: .1. lorne Phon.� ),� ak. Fax: M0 affi, -u PrOf, SSiDO'ype of Work: C! f &mrd Or conunittee applying R)r. nowledge orskills you will brh'.q to this positjon� jaj erX,.[)ej..j.en.ee), k m. -r _7 Y, Ay) z"t .......... x. Reason. you. wish to s Hilve You ever seared on. a Deaton. Ccunty appointed board or cornu ........... If Yes, give name of board or con.m.)..i ace and dates served . . ................ . --- ----- Community Activity, e s';.. 61, ... . .......... ... . ........... . .. . - - ------------------ ------- .................... . . . . .. . - mm= I Boilmls caul (A , 111111iM,�e Appliu�,wtions are, kepr on Me fhr two (2) yem ia the Aide -to 1 h.e,Cot Vs Office. Box(I roll Commiltee inkwaxation is nVoilable �A the Aide-toafte,...Cc j&�g Offtcz Return to.- Alde.to.-flje Court'n Office Cowlbotl'U'- oh -the Square 110 West Hirk-Ol'y Denton, Texas 76201 Att-4ch Rasumelff�o Nominee Information Denton Central Appraisal District Board of Directors 1. Are you a resident of Denton County and have you resided in Denton County for at least two years immediately preceding the beginning of this term? �--_Yq,)/No 2. Are you an employee of a taxing unit that participates in the Denton Appraisal District? Ye!§i.q0) rjease pru,11177171777ersinai 3 Board of Directors. 11 J�') A -a . . . . ........ . Return to: Kathy Williams Denton Central Appraisal District P.O. Box 2816 Denton, 1X 76202 Nominee a Information Den -ton Central Apprallsall ffistrict lBoard of Directors Name ress .. city Zip Daytime Phone 1. Are YOU e resident of Denton County and have you resided in Denton � County for t least t o years iru° mediately preceding the beginning cf this terrin? �Y, /No 0 20 Are y®u n employee of a taxing unit that participates in the Denton /appraisal District`? nS �� •- ,r" �^ r--* r7rh Board _, ME M Return i KathyWilliams P Box 2816 Denton, 20 M Fknd�c�n Ccmntylhards &Alornmittees Application A)r Appointment 7srnmisdoner Precincl A i"JI, rr le I f arrl t", �T� o V,W;mP la v I L4 ;N BA -ter cc, "-A cxkob Ccs ry (1) C1 Y, C6 Roud or mnslace apptWng W A F A) Speadal expMenaL kmowIdge or AM you MI! bring WD this jai kjow 0 LA C, 2 2, c��, N, vh) CA Raton you "Ah to ljt_ cj­, 1 V A ad on a Von Wn CULM Ly appokmed Mud or uommiuu&r ` ir Yv, AT Hame Mourd or ccummimm and dates served (,orn Eli E mit.", �,.m Non Y 41, CI i Ly­�Cl "A' PI gnature qq D a te: _7 Si . ...... Boards and Con-ir-JMee AppHcaflons axe kept on file fay Nvo (2) �ears in the Aide -to -the -Court's Off7ce Bout and CammMee inAmnadon is avafl.able in the Aii&� -Lo-the-COUTVS Office, Return to: A kie-to-the-Court's Office Cows om&Qmmasme I fl 0 West Mckolr.y Dentaq Texas 76201 A= Rmum=ko Davi d,'rerre 941 1 1 eal Cove The Colony, Texas 75056 972 740 4526 EDUCATION Moberly CommUnity College (2 Years) Drake I.Jniversity Earned. a BS Degree in Business Administration and a Minor in Economics ... . EMPLOYMENT HISTORY . ...... ... ---------- ... . ......... .. . . .. . ............. . . . . . ............ . . . ..................... ....... — njoyed a wonderful 46 year career vvorking for Wilson Sp orfing Goods; rose through the ranks to become VP of Sales responsible for all domestic sales,, Along the way, also managed E'uropean Sales Operations white living in Germany-, worked in marketing, coordinating 0 sacessffif new product introdueflons; an.d, also managed West Coast: Distribution Operations. .1 THE COLONY PLANNING and ZONING ("OMMISSION --------------- --- ....... ......... . .. Served s years 2008 thru 2011 as a member and Vice Chair of the bo,'.i.r(1, THE COLONY CITY COUNCIL * Elected iia 2011 and received the honor of being elected Mayor Pro Tauri. during tray first term. * In 2012 appointed to the T...,ocal Development Corporation Board of Directors to oversee Grandscape (Nebraska Fumiture Mart) Development, In 2013 became the first Coum.cil Member from The Colony to ever be elected to Denton COLIIAYTax Appraisal [)istrict Board of Directors. Q, Was reelected in 2014 to a second terni on. COUn.cil, receiving 71% of the total. vote in a three candidate race, HONORS RECEIVED 1982 Drake University Basketball Halt of Fame t994. Moberly Community Cd. llegeBaspy etball Hall offame p995...2003 Three-ti.me Senior Olympics Gold Medal Winner playing for the IJSA Basketball Team. 1999 Received Wilson Wall of Fame Flonor 2007 Selected as Moberly Community College Outstanding Alumni ofThe Year 2013 Receiv-&I. Washington. High School Hall of..'Honor Award Why I befieve I am uniquely qualified and very niuch desire to continue serving on the Denton Appraisal District Board of Directors: Throughout my life I have served. in leadership posiflons, Particularly di..iring my Wilson career and my City COU.n(.,,.i1 work, My formulafor success has always been to work hard, stay organized, use ewnrnon sense and live by the Golden Rule, I have enjoyed serving on this Board and 1 believe I have made sugnificant contributions during my two terrn.s. Based on my experience and performancc, I am asking for your votes so I can win reclecflon -to a thh-d term, Thank you for your consideration of' this requ..iest, AC(','OMPIAS1IN1E'NTS Dudng my ]>' two year term I have worked with rny fellow Board Mcinbers to achieve the lblh)wing nicaningrul results: 1. Mal<e surc Nvc have a Quomffn arid I personally arms able, to contribute to cach Board of Directors meeting by being there, 2. Ifelp develop Annual Operating Budget and enstire that spending stays Mthin budgeted. Funds while always looking for opporb,mities to save on expenses, Participate in the de veloprrient and acuial evaklalion of the Chief Appraisal Officer each year, 4. To better serve all Denton County property owners. We have opened an offsite, tocation in the 1....ewisville Career criter so that folks who live or work in that area can go to i..in alternate location as opposed to driving all. the way to Denton to file a property tax protest, 5. We have also started an online service that pen nits propeily owners to file property tax protest electronically. 'rini.s eliminatirig the need to have to drive to our Denton location and file in person. 6. To improve employee morale, we have implemented a structured very successful flex work schedule for ALL employees, If you have any questions or desire additional information, please contact me by phone @972- 740-4526 or via email terre.davi(]yqjjoo.�°eajjj N sAlegahour docunientsVesolutions\1 7\dcad casting votes I 7.doc RESOLUTION NO. A RESOLUTION CASTING VOTES FOR MEMBERSHIP TO THE BOARD OF DIRECTORS OF THE DENTON CENTRAL APPRAISAL DISTRICT; AND DECLARING AN EFFECTIVE DATE. THE CITY COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The City Council of the City of Denton, Texas, hereby casts 191 votes for for membership to the Board of Directors of the Denton Central Appraisal District for the County of Denton, Texas. SECTION 2. This Resolution 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 BY: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN File #: ID 17-1642, Version: 1 Legislation Text AGENDA CAPTION Consider appointment of three members to the Tax Increment Reinvestment Zone No. 1 (Downtown TIF) Board and appoint a Chairperson of the Board. City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton City Hale rw 215 E. McKinney Street 4,1 p DENT ""' Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET CITY COUNCIL DEPARTMENT: Economic Development CM/ DCM/ ACM: Bryan Langley DATE: December 5, 2017 SUBJECT Consider appointment of three board members for the Downtown Denton TIF Reinvestment Zone No. 1 Board and appoint a Chairperson. BACKGROUND On December 7, 2010, City Council adopted an ordinance creating the Tax Increment Financing Reinvestment Zone Number One (Downtown TIF). On February 1, 2011, City Council appointed the TIF Board Members. Board membership is structured as follows: • Two Members shall be City Council Members • Two Members shall be either property owners or residents from within the zone • Two Members shall be either business owners from within the zone or Chamber of Commerce members and • One Member has no specific category, but must be a qualified voter in the City of Denton. Ordinance 2010-316 Section 4.a. states that "members shall be appointed by City Council." Section 4.b. states the "City Council shall designate a member of the board to serve as chairman of the board of directors." At this time, one current position is eligible for reappointment: Melissa Lenaburg. She has expressed an interest in serving another term, if it pleases the City Council. The TIF Board recommends reappointing Ms. Lenaburg, unless City Council has other recommendations to bring forward (4-0). Two other positions have termed out, Virgil Strange (owner of property located within the Zone) and Hank Dickenson (member of Denton Chamber of Commerce Board of Directors). Two people have expressed interest in serving on the Downtown TIF Board: Alex Payne, and John Lenz, both of whom are downtown business owners and property owners within the district. The TIF Board recommends reappointing Ms. Lenaburg, unless City Council has other recommendations to bring forward (4-0). Current Slate TIF Board Member Category original Aprpointe€tent Present Term Sara Bagheri City Council 6/2017 2017-2019 Gerard Hudspeth City Council 6/2017 2017-2019 Melissa Lenaburg Property Owner 2/2016 2015-2017 Virgil Strange Property Owner 2/2011 2015-2017 Ben Eseley Business Owner 8/2017 2016-2018 Hank Dickenson Chamber of Commerce 2/2011 2015-2017 Paul Meltzer Qualified Voter 8/2017 2016-2018 PRIOR ACTION/REVIEW (Council, Boards, Commissions) 11/17/17—The Downtown TIF Board recommends the reappointment of Melissa Lenaburg and the appointment of Alex Payne and John Lenz to the Downtown Tax Increment Finance Board (4-0). 11/17/17—The Downtown TIF Board recommends appointing Melissa Lenaburg as Chairperson to the Downtown Tax Increment Finance Board (4-0). 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. AIS 2. November 17, 2017 minutes from Downtown TIF Board 3. Ordinance 42010-316 4. Presentation Respectfully submitted: Caroline Booth Director of Economic Development Prepared by: Julie Glover Economic Development Program Administrator MINUTES CITY OF DENTON DENTON TAX INCREMENT FINANCE ZONE NO. 1 BOARD November 17, 2017 After determining that a quorum was present, the Denton Tax Increment Finance Zone No. 1 Board convened on Friday, November 17, 2017, at 12:14 p.m. in the City Hall Work Session Room, 215 E. McKinney, Denton, Texas. PRESENT: Virgil Strange, Hank Dickenson, Sara Bagheri, Ben Esely, and Paul Meltzer ABSENT: Gerard Hudspeth, Melissa Lenaburg STAFF PRESENT: Bryan Langley, Julie Glover, Christina Davis, and Michelle Coughlin 1. REGULAR MEETING A. TIF17-007 Consider approval of the minutes of the July 21, 2017, meeting. Strange made a motion to approve the minutes as presented. Bagheri seconded the motion was approved (3-1). Meltzer opposed. B. TIRZ17-005 Receive a report, hold a discussion, and make a recommendation to City Council for a Chairperson for the Tax Increment Zone No. 1 (Downtown TIF) Board of Directors. Bagheri motioned to recommend Melissa Lenaburg to the City Council as Chairperson for the Tax Increment Zone No. 1. (Downtown TIF) Board of Directors. Meltzer seconded the motion. The motion was approved unanimously with a vote of (4-0). C. TIRZ17-006 Receive a report, hold a discussion, and elect a Vice -Chair of the Tax Increment Reinvestment Zone No. 1 (Downtown TIF) Board of Directors. Esely motioned to recommend Paul Meltzer as Vice -Chair of the Tax Increment Reinvestment Zone No. 1 (Downtown TIF) Board. Bagheri seconded the motion. The motion was approved unanimously with a vote of (3-0). D. TIF17-008 Receive a report, hold a discussion, and make recommendations to City Council to fill three seats on the Tax Increment Reinvestment Zone No. 1 (Downtown TIF) Board. Bagheri made a motion to recommend to City Council; Alex Payne, John Lenz, and Melissa Lenaburg to fill three seats on the Tax Increment Reinvestment Zone No. 1 (Downtown TIF) Board. Meltzer seconded the motion. The motion was approved unanimously with a vote of (4-0). E. TIF17-009 Receive a report and hold a discussion regarding quarterly Downtown Tax Increment Reinvestment Zone No. 1 (Downtown TIF) meeting dates for 2018. Bagheri motioned to schedule Downtown Tax Increment Reinvestment Zone No. 1 (Downtown TIF) lunch meetings every other month, on the fourth Wednesday, at 12:00 p.m. Meltzer seconded the motion. The motion was approved unanimously (4-0). Dickenson Arrived. F. TIF17-010 Receive a report, hold a discussion, and make recommendation to City Council regarding Capital Improvement Projects in Tax Increment Financing Zone No. 1 (Downtown TIF). The Board chose to recommend to City Council, regarding Capital Improvement Projects in the Tax Increment Financing Zone No. 1 (Downtown TIF), the funding for the following projects (Numbers 2-5 on item F, back-up information). • North Locust, north of the Square: sidewalks on both sides, ADA Ramps, and Pedestrian -scale lighting to McKinney. • North Elm, north of the Square: sidewalks on both sides, ADA ramps, and pedestrian —scale lighting to Parkway. • Pedestrian scale lighting on W. Oak Street, west of the Square, from the 200 block to the east side of Carroll Blvd. • Pedestrian scaled lighting on W. Hickory Street, west of the Square, from the 200 block to the east side of Carroll Blvd. The dollar amounts in the back-up information are estimates, not to exceed 33% of the fund at year end projections. Bagheri motioned to recommend to City Council, regarding Capital Improvement projects in the Tax Increment Financing Zone No. 1, projects listed as 2-5 on the back-up information and outlined above. Metzler seconded the motion. The motion was approved unanimously (5-0). G.TIF17-011 Receive a report, hold a discussion, and give staff direction regarding changes to the Downtown Reinvestment Grant Program, funding source, policy, and procedure. The Board decided they have time to make a decision and they chose to postpone this item to another meeting. The meeting adjourned at 1:45 p.m. sAlegahour documents\ordinances110\tif ordinance. doc ORDINANCE NO. 2010-316 AN ORDINANCE DESIGNATING AND DESCRIBING THE BOUNDARIES OF A TAX INCREMENT FINANCING REINVESTMENT ZONE FOR THE DOWNTOWN DISTRICT OF DENTON, TEXAS; ESTABLISHING THE DURATION OF THE ZONE; ESTABLISHING A TAX INCREMENT FUND; ESTABLISHING A BOARD OF DIRECTORS FOR THE TAX INCREMENT FINANCING REINVESTMENT ZONE; MAKING CERTAIN FINDINGS AND OTHER MATTERS RELATED THERETO; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Denton, Texas, (the "City"), desires to promote the development of the Downtown District of the City of Denton by the creation of a Tax Increment Financing Reinvestment Zone, as authorized by the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code, Vernon's Texas Codes Annotated (the "Act"); and WHEREAS, the City has called a public hearing to hear public comments on the creation of the proposed Tax Increment Financing Reinvestment Zone and its benefits to the City and the property in the proposed Tax Increment Financing Reinvestment Zone; and WHEREAS, notice of such public hearing was published in the Denton Record - Chronicle, a daily paper of general circulation in the City, such publication date being not later than seven (7) days prior to the date of the public hearing; and WHEREAS, such hearing was convened at the time and place mentioned in the published notice, on the 7th day of December, 2010, at 6:30 p.m., in the Council Chambers of the City of Denton, Texas; and WHEREAS, the City, at such hearing, invited any interested person, or his/her representative, to appear and speak for or against the creation of the Tax Increment Financing Reinvestment Zone, the duration of the Tax Increment Financing Zone, the boundaries of the proposed Tax Increment Financing Reinvestment Zone, whether all or part of the territory which is described in Exhibit "A" attached hereto and depicted on the map attached hereto as Exhibit "B" should be included in such proposed Tax Increment Financing Reinvestment Zone, the concept of tax increment financing and the appointment of a board of directors of the proposed Tax Increment Financing Reinvestment Zone; and WHEREAS, all owners of property located within the proposed Tax Increment Financing Reinvestment Zone and all other taxing units and other interested persons were given a reasonable opportunity at such public hearing to protest the creation of the proposed Tax Increment Financing Reinvestment Zone and\or the inclusion of their property in such Tax Increment Financing Reinvestment Zone; and WHEREAS, the proponents of the Tax Increment Financing Reinvestment Zone offered evidence, both oral and documentary, in favor of all of the foregoing matters relating to the creation of the Tax Increment Financing Reinvestment Zone, and opponents of the Tax Increment Financing Reinvestment Zone were given the opportunity to appear to contest creation of the zone, after which the hearing was closed; NOW, THEREFORE, sAlegallour documentslordinances1101tif ordinance.doc THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The facts and recitations contained in the preamble of this ordinance are hereby found and declared to be true and correct. SECTION 2. The City Council, after conducting such hearing and having heard such evidence and testimony, has made the following findings and determinations based on the evidence and testimony presented to it: a) The public hearing on adoption of the Tax Increment Financing Reinvestment Zone has been properly called, held and conducted and that notice of such hearing has been published as required by law and delivered to all taxing units overlapping the territory inside the proposed Tax Increment Financing Reinvestment Zone. b) Creation of the proposed Tax Increment Financing Reinvestment Zone with boundaries as described in Exhibits "A" and `B" will result in benefits to the City, its residents, and property owners, in general, and to the property, residents and property owners in the Tax Increment Financing Reinvestment Zone. c) The Tax Increment Financing Reinvestment Zone, as defined in Exhibits "A" and "B", meets the criteria for the creation of a Tax Increment Financing Reinvestment Zone set forth in the Act in that: (i) It is a contiguous geographic area located wholly within the corporate limits of the City. (ii) It substantially impairs or arrests the sound growth of the municipality creating the zone or constitutes an economic or social liability in its present condition and use because of the presence of: a. A substantial number of deteriorated, or deteriorating structures; b. The deterioration of site or other improvements; c. The area has a predominance of defective or inadequate sidewalks or street layout; and/or d. Conditions that endanger life or property by fire or other causes, such as flooding, and other factors. (iii)The proposed project plan includes the use of land in the zone in connection with the operation of a proposed regional commuter or mass transit and rail system. d) That 10 percent or less of the property in the proposed Tax Increment Financing Reinvestment Zone, excluding property that is publicly owned, is used for residential purposes, which is defined in the Act as any property occupied by a house which has less than five living units. e) The total appraised value of all taxable real property in the proposed Tax Increment Financing Reinvestment Zone according to the most recent appraisal rolls of the City, together with the total appraised value of taxable real property in all other existing Page 2 sAlegahour documents\ordinances\10\tif ordinance.doc Tax Increment Financing Reinvestment Zones within the City, according to the most recent appraisal rolls of the City, does not exceed 15 percent of the current total appraised value of taxable real property in the City and in the industrial districts created by the City, if any. f) The proposed Tax Increment Financing Reinvestment Zone does not contain more than 15 percent of the total appraised value of real property taxable by a county. g) The improvements in the Tax Increment Financing Reinvestment Zone will significantly enhance the value of all taxable real property in the Tax Increment Financing Reinvestment Zone. h) The development or redevelopment of the property in the proposed Tax Increment Financing Reinvestment Zone will not occur solely through private investment in the reasonably foreseeable future. SECTION 3. The City hereby creates a Tax Increment Financing Reinvestment Zone over the area described in Exhibit "A", attached hereto and depicted in the map attached hereto as Exhibit "B", and such Tax Increment Financing Reinvestment Zone shall hereafter be identified as the Tax Increment Financing Reinvestment Zone Number One, City of Denton, Texas, (and also known as the "Downtown Denton Tax Increment Financing Reinvestment Zone", the "Zone", or the "Tax Increment Financing Reinvestment Zone"). SECTION 4. There is hereby established a board of directors for the Zone, which shall consist of seven (7) members. The board of directors of Downtown Denton Tax Increment Financing Reinvestment Zone shall be appointed as follows: a) Seven (7) members shall be appointed by the City Council as provided herein within sixty (60) days of the passage of this ordinance or within a reasonable time thereafter. All members appointed to the board shall meet the eligibility requirements set forth in the Act. The governing bodies of the other taxing units that levy taxes on real property in the Downtown Denton Tax Increment Financing Reinvestment Zone have chosen not to pay any of their taxes into the Tax Increment Fund and have waived their right to appoint members. Board membership shall consist of the following: 1. Two members shall be City Council members. 2. Two members shall be either property owners of property located within the Tax Increment Reinvestment Zone or residents whose primary residence is located within the Tax Increment Reinvestment Zone. 3. Two members shall be either business owners of businesses located within the Tax Increment Reinvestment Zone or a member of the Denton Chamber of Commerce Board of Directors. 4. One member shall be a qualified voter of the City of Denton. b) The terms of the board members shall be two-year terms. A board member may serve no more than three consecutive terms. At the first meeting of the Board of Directors, the board members will draw lots to establish the staggering of terms with three of the Page 3 sAlegal\our documents\ordinances\10\tif ordinance.doc board members serving an initial term of one year. The City Council shall designate a member of the board to serve as chairman of the board of directors, and the board shall elect from its members a vice chairman and other officers as it sees fit. c) The board of directors shall make recommendations to the City Council concerning the administration of the Zone. It shall prepare and adopt a project plan and Tax Increment Financing Reinvestment Zone financing plan for the Zone and must submit such plans to the City Council for its approval. The board of directors shall possess all powers necessary to prepare, implement and monitor such project and financing plans for the Tax Increment Financing Reinvestment Zone as the City Council considers advisable including the submission of an annual report on the status of the Zone. Any powers not herein delegated to the board of directors are specifically reserved to the City Council. SECTION 5. The Zone shall take effect immediately upon passage of this ordinance, and the termination of the Zone shall occur on January 1, 2039, or at an earlier time designated by subsequent ordinance of the City Council in the event the City determines that the Zone should be terminated due to insufficient private investment, accelerated private investment or other good cause, or at such time as all project costs and tax increment bonds, if any, and the interest thereon, have been paid in full. The base tax value within the Zone is established as of January 1, 2010. SECTION 6. The Tax Increment Base for the Zone which is the total appraised value of all taxable real property located in the Zone, is to be determined as of December 31, 2010, the year in which the Zone was designated a Tax Increment Financing Reinvestment Zone. SECTION 7. Pursuant to Section 311.013(1) of the Tax. Code, the City hereby determines that the following portions of the tax increment produced by the city of Denton shall be paid into the tax increment fund for the reinvestment zone: Years 1— 5 100% Years 6 —10 95% Years 11 — 20 90% Years 21 — 30 85% SECTION 8. There is hereby created and established a Tax Increment Fund for the Zone which may be divided into such sub -accounts as may be authorized by subsequent resolution or ordinance, into which all Tax Increments, less any of the amounts not required to be paid into the Tax Increment Fund pursuant to the Act, are to be deposited. The Tax Increment Fund and any sub -accounts are to be maintained in an account by the City and shall be secured in the manner prescribed by law for funds of Texas cities. In addition, all revenues from the sale of any tax increment bonds and notes hereafter issued by the City, revenues from the sale of any property acquired as part of the tax increment financing plan and other revenues to be dedicated to and used in the Zone shall be deposited into such fund or sub -account from which money will be disbursed to pay project costs for the Zone or to satisfy the claims of holders of tax increment bonds or notes issued for the Zone. SECTION 9. If any section, paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such Page 4 sAlegahour documentslordinances1101tif ordinance.doc section, paragraph, clause or provision shall not affect any of the remaining provisions of this Ordinance. SECTION 10. This Ordinance shall become effective immediately upon its passage and approval. 4 PASSED AND APPROVED this the day of , 2010. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: L Page 5 EXIEIIBIT A CITY OF DENTON TAX INCREMENT FINANCING REINVESTMENT ZONE No. 1 BOUNDARY DESCRIPTION Beginning at the southwest corner of the ROW intersection of Carroll Blvd. and Sycamore, the POINT OF BEGINNING; THENCE, north along the west ROW of Carroll Blvd. to the northwest corner of the ROW intersection of Carroll Blvd. and W. Parkway Street; THENCE, east along the north ROW of W. Parkway Street to the northeast corner of the ROW intersection of W. Parkway Street and Locust; THENCE, south along the east ROW of Locust to the north ROW of McKinney; THENCE, east along the north ROW of McKinney to a point directly north of the southeast corner of the ROW intersection of McKinney and N. Bradshaw Street; THENCE, south across McKinney and continuing south along the east ROW of N. Bradshaw Street continuing directly south across E. Hickory Street to the south ROW of E. Hickory Street; THENCE, west along the south ROW of E. Hickory Street to the northeast corner of a tract in the Fred Hill Addition, Block A, Lot 1; THENCE, south and east following the property line of a tract in the Fred Hill Addition, Block A, Lot 1 to the northwest corner of a 1.406 acre tract, A 1184A H. Cisco, Tract 14; THENCE, south along the west property line of a 1.406 acre tract, At 184A H. Cisco, Tract 14 to its intersection with the north property line of a 1.694 acre tract At 184A H. Cisco, Tract 15; THENCE, west and south along the north and west property line of a 1.694 acre tract At 184A H. Cisco, Tract 15 to the northwest corner of a 0.16 acre tract, AI 184A H. Cisco, Tract 20; THENCE, south along the west property line of a 0.16 acre tract, At 184A H. Cisco, Tract 20 to the north ROW of Sycamore; THENCE, directly south across Sycamore to the south ROW of Sycamore; THENCE, west along the south ROW of Sycamore to the northwest corner of the Oakwood Cemetery; Denton, Boundary Description 051710 6!8120(0 Page I oft THENCE, south along the west property line of the Oakwood Cemetery to the north ROW of Prairie; THENCE, directly south across Prairie to the south ROW of Prairie; THENCE, west along the south ROW of Prairie to the southwest corner of the ROW intersection of Prairie and Elm; THENCE, north along the west ROW of Elm to the south ROW of Sycamore; THENCE, west along the south ROW of Sycamore to the southwest corner of the ROW intersection of Sycamore and Carroll Blvd. and the POINT OF BEGINNING, and containing a total area of approximately 225.73 acres. Denton, Boundary Description 051710 6/8/2010 Page 2 of 2 Wr W. Tax Increment Finance Zone #1 Board ADDointments Bryan Langley- Deputy City Manager December 5, 2017 �� DENTON The Downtown TIF Board is structured as follows: iuiilTwo Members shall be City Council Members iuillTwo Members shall be either property owners or residents from within the zone Two Members shall be either business owners from within the zone or Chamber of Commerce members and iuillOne Member has no specific category, but must be a qualified voter in the City of Denton. 6 ►Ordinance 2010-316 Section 4.a states that " members shall be appointed by City Council" ► Section 4.b states the "City Council shall designate a member of the board to serve as chairman of the board of directors" / ► Present recommendations from the Tax Increment Finance Board for board nominations and Chairperson 4/6 TIF Board Member Category Original Appointment Present Term: Sara Bagheri City Council 8/2017 2016-2018 Gerard Hudspeth City Council 8/2017 2017-2019 Melissa Lenaburg Property Owner 2/2016 2017-2019 Alex Payne Property Owner 12/2017 2017-2019 Ben Esely Business Owner 8/2017 2016-2018 John Lenz Business Owner 12/2017 2017-2019 Paul Meltzer Qualified Voter 8/2017 2016-2018 5/6 6 6/6 Bryan Langley City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'rIN File #: ID 17-1665, Version: 1 Legislation Text AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas approving an agreed amendment to Article 12 of the existing meet and confer agreement between the City of Denton and the Denton Fire Fighters Association, relating to the funding of fire pensions; and providing an effective date. City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton city Hale 41"X'IAIW�215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: City Manager's Office CM/ DCM/ ACM: Bryan Langley DATE: December 5, 2017 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving an agreed amendment to Article 12 of the existing Meet and Confer Agreement between the City of Denton and the Denton Fire Fighters Association, relating to the funding of fire pensions; and providing an effective date. BACKGROUND The City of Denton participates in the Texas Municipal Retirement System (TMRS) and Denton Firemen's Relief and Retirement Fund (DFRRF) pension plans. The DFRRF plan covers firefighters in the Denton Fire Department, and the TMRS plan covers all other City of Denton employees with the exception of temporary positions. As we have discussed with Council in the past, the TMRS plan experienced actuarial issues in 2008, and as a result, the City increased its contribution rate to the plan over time. There was, however, no increase in benefits provided in the plan. Instead, the increase in contributions was intended to reduce liabilities and improve the overall financial health of the plan. An overview of the TMRS and DFRRF plans and their respective financial condition was presented to the City Council in February 2017, and a copy of this presentation is included as Exhibit 2. Additionally, a copy of the latest DFRRF actuarial report is included as Exhibit 3. Due to the increases in the TMRS contribution rate, the Firefighters Association requested that the same contribution rate given to TMRS be provided to the DFRRF. In 2010, the City agreed to this arrangement, and the current Meet and Confer contract with the Denton Firefighters Association includes a provision related to the funding methodology for the DFRRF. Specifically, Article 12 of the agreement states: "Each successive year of the Agreement, the City shall continue to apply the same contribution level, including any increase or decrease, toward the Firemen's Retirement and Relief Fund to match the City's actual contribution rate to the Texas Municipal Retirement System for that calendar year." While this funding methodology has worked well over the past few years, this arrangement now needs to be modified due to changing demographics and the current investment climate. The primary reason for this change is that the City's TMRS contribution is declining as a percentage of payroll due to growth in the municipal workforce. Additionally, the DFRRF needs a contribution from the City which is decoupled and independent of TMRS. The funding methodology should be based upon the unique workforce demands of the Fire Department which will achieve financial objectives over time. Due to these factors, the DFRRF Board and the Denton Firefighters Association requested that the City consider entering into an agreement to modify the funding formula. These requests are included as Exhibits 4 and 5. Based on these requests, staff has been working with our outside legal counsel, Alan Ozuna, to draft an agreement, and we believe we have achieved language which will satisfy the interests of all parties. Below are the central points for the proposed agreement. 1) The DFRRF will develop and adopt a funding policy which achieves a 100% funding ratio over a closed 25 year amortization period. 2) The City will increase its current contribution rate to the DFRRF to 18.5% effective with the first pay period beginning after the agreement is approved. Each subsequent year of the agreement, the City's contribution rate will be adjusted to the rate needed to amortize the unfunded liabilities over the 25 year closed period. 3) No benefit enhancements will be approved by the Board during the term of this agreement which expires on September 30, 2019. 4) The investment rate of return assumption will be conservatively estimated depending upon investment expectations (currently 6.75%). 5) The DFRRF will commission an actuarial analysis every two years, and the City Council will be provided a formal opportunity to approve the report. If the report is approved by Council, the City's contribution rate will be adjusted to achieve the above mentioned actuarial goals. If the City Council does not approve the report, however, the City and DFRRF mutually agree to discuss potential changes which would satisfy any deficiency. 6) If the deficiency cannot be corrected, the report will not be approved by the City Council, but the City's contribution would not be less than the contribution rate to TMRS or the minimum rate established by law. In discussing a potential agreement with the Association, the members were concerned about receiving a contribution rate below that of TMRS — a benefit which was already agreed to in the current meet and confer agreement. Additionally, the Association was concerned about the possibility of agreeing to never increase benefits perpetually in the future. Both of these issues have been addressed in the proposed agreement by a) including language that the rate would not be less than TMRS, and b) stating that the terms are tied to the meet and confer agreement which expires on September 30, 2019. The Association formally ratified the proposed agreement on November 18th and the DFRRF Board approved the agreement on November 15th. Staff believes the proposed agreement meets all of the City Council goals and provides the Association and Board with assurances on how contributions will be addressed should there be a dispute. RECOMMENDATION Staff recommends approval of the attached 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 F XHTRITC 1. Agenda Information Sheet 2. TMRS and DFRRF Overview 3. DFRRF Actuarial Valuation 4. Funding Request Letter 5. Denton Firemen's Relief and Retirement Fund 6. Ordinance and Meet and Confer Agreement Respectfully submitted: Bryan Langley, 349-8224 Deputy City Manager In City of Denton Pension Fund Summary Presented to the City Council February 14, 2017 4Jy,,.yn + ;;, Presentation Overview 11 Summarize recent news surrounding pension plans and key terms. Briefly review history and governance structures associated with the Texas Municipal Retirement System (TMRS) and the Denton Firemen's Relief and Retirement Fund (DFRRF). Provide overview of benefit design and funding methodology for each fund. Discuss asset allocation, return assumption, and investment performance. Discuss other key actuarial assumptions and funding status. Provide overall summary of each plan and key management issues to be considered in the future. Pension Plan News Recently, the news media has widely reported funding and management issues with several pension funds (e.g. Dallas, Houston, Chicago, etc.) While each plan is different, there are a few common problems with these plans including: • Pension systems not receiving sufficient and required contributions. • Unsustainable benefit structures. Unrealistic actuarial assumptions (e.g. investment rate of return) and inflexible options for employer. Fortunately, the City of Denton operates pension plans which are separate from any of these cities. Conservative actuarial assumptions, strong funding policies, and responsible management practices ensure these plans remain sustainable over time. Pension Plan Key Terms 11 Actuarial Value of Assets (AVA) 0 Return on Investment Assumption 11 Actuarial Accrued Liability (AAL) 0 Mortality and demographic assumptions • Retirement assumptions • Cost of Living Adjustments (COLAs) Inflation, benefit levels, etc. "I Unfunded Actuarial Accrued Liability (URAL) 11 Funded Ratio — AVA/AAL Texas Municipal Retirement System (TMRS) TMRS Overview Created by the Texas legislature in 1947. Denton became a contributing member in 1952. Governed by a six -member board of directors appointed by the Governor of Texas. • Although appointed by the Governor, and approved by the Senate, TMRS is not dependent upon the State, and does not receive any state funding. • Advisory Committee provides input to Board on variety= of topics. �u Multi-employer plan which provides benefits to over 870 cities across Texas. • While management of fund is combined, each city represents a separate plan which is independently determined by the City. • Each city decides upon the level of benefits that is appropriate. Total assets of TMRS statewide are approximately $25.0 Billion. TMRS Overview (Cont'd) As of December 31 2015 11 Number of employees and retirees covered by TMRS statewide. • Active Employees —106,894 • Retirees — 56,481 • Inactive employees entitled but not yet receiving benefits — 50,707 • Total — 214,082 11 Number of employees and retirees in Denton. • Active Employees — 1,188 • Retirees — 498 Inactive employees entitled but not yet receiving benefits — 443 Total — 2,129 TMRS Benefit Design • Cities are able to select from a menu of options available in the TMRS statute in order to design a pension benefit appropriate for their community. 0 State law requires employee contributions and cities to pay actuarially determined contributions. • Hybrid of defined benefit and defined contribution plan. 0 Benefits are based on "cash balance" of plan accumulated at date of retirement. • All eligible employees are required to participate in TMRS except most Fire personnel. • For Denton, the following major design benefits have been implemented: • Employees contribute 7% of their compensation into the plan (Cities can select 5%, 6%, or 7% of earnings). • The City contributes a matching percentage equivalent to 200% of the employees contribution (Cities can select, 100%, 150%, or 200%). • Annual cost of living adjustments are provided to retirees at an amount equivalent to 70% of the CPI. Most recent significant benefit selections were approved by City Council in early 2000s. Increased employee deposit rate from 6% to 7% (2000) and adopted 5 year vesting (2002). TMRS Benefit Design (Cont'd) 11 Employees vest with the plan after 5 years of service. 11 Members can retire at age 60 and above with at least 5 years of service. 11 Employees are eligible to retire after 20 years of service regardless of age. Again, the benefits earned are equivalent to the actual account balance of each employee (employee and employer contributions plus interest.) TMRS benefit design in Denton is similar or identical to most other major cities (that participate in TMRS) in the DFW region. Recent History TMRS has made a series of proactive changes to improve funding over the past decade. Among the changes: In 2008, TMRS changed from Unit Credit to Projected Unit Credit Actuarial Method to properly value liabilities. In 2015, the system synched with GASB changes and began using the Entry Age Normal actuarial method. TMRS also closed the amortization schedule to no more than 30 years, diversified its investment portfolio, and stabilized rates. After detailed discussions with the City Council, City decided to "Phase In" to higher contributions over a period of 8 years from 2009 to 2016. Due to better than expected financial performance, City began paying the "Full Rate" in 2012. 10 Recent History (Contd) City contribution rates increased from 13.14% in 2008 to 18.74% in 2013, but contribution rate has fallen recently. 0 18.48%M2014; 17.92% in 2015; and 17.41%M2016 0 17.48% in 2017, but would have been 16.93% had more conservative assumptions not been adopted. 0 Rate decreases are in part related to personnel growth and performance compared to conservative actuarial assumptions. TMRS plan is expected to have gradual decreases in City contribution rate over time. • In 2035, the normal cost contribution rate is expected to be approximately 10%. • As a result, the policy of tying DFRRF contributions to that of TMRS will need to be reviewed. TMRS Investment Asset Allocation Current Asset Allocation — 9/30/2016 Non -Core l c'A Fixed ➢ s;tatc' Casio Income, 1.0% F:gkdvalennts, Core Fixe Income 23.0% Private Equity, 0.4% Iritrrr'n I �q Iu 27.3"'(k Fate Hint, 7 °G, Real. eturn, 7.6`°/® Strategic Asset Allocation lit: A i_, st a te, Non 10AM f In 2 Core Fix Income 10.0% Private Equity, 5.0% Abs, dwc u.rn, O'l 20% 15% 10% 5% 0% -5% TMRS Investment Rate of Returns Net of Fees 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 ��" Investment Rate of Return Assumption (6.75%) — — — Avg. Rate of Return over Past 16 years (7.00%) 13""', Key Actuarial Information for TMRS As of December 31, 2015 Actuarial Valuation Actuarial Cost Method — Entry Age Normal Actuarial Value of Assets - $331.7 million �G Unfunded Actuarial Accrued Liability - $77.5 million Annual Payroll for TMRS Employees - $81.5 million FY 2015-16 contribution to TMRS from City - $14.4 million • General Fund - $7.1 million • Electric Fund - $2.6 million • Water/Wastewater Funds - $2.1 million �G Remaining Amortization Period — 19 years Funded Ratio — 81.1% Note: Actuarial information is different from disclosures shown in CAFR due to GASB 68. The NPL figures shown is CAFR ��" will have increased volatility due to differences in the way assets are shown (market versus smoothed basis. 14""'; Past and Projected Funding Ratio Over Time Per Calendar Year 6,00 "/�, 60.00-6 2015 016 201' 2018 2019 020 2021 2022 2023 TMRS Management Comments 11 TMRS is on the right path to pay off liability by 2034. Investment return assumption (6.75%) is among the lowest rates of any large statewide plan across the country. 11 Examples of other investment rate assumptions include: 0 CALPERs — 7% (Reducing from 7.5% over three year period) 0 Teacher Retirement System of Texas — 8% 0 Dallas Police and Fire Pension — 7.25% (Assumed 8.5% in 2015) With continued growth of the City, contribution rate should drift lower over the next few years. 0 With this change, a new relationship with the DFRRF should be explored. Denton Firemen's Relief and Retirement Fund (DFRRF) DFRRF Overview DFRRF authorized by the Texas Local Fire Fighters' Retirement Act (TLFFRA) . 11 DFRRF created by the City of Denton in 1937. Governed by a seven member board consisting of three firefighters, the Mayor's appointee, two citizen appointees, and the City's CFO. Board approves plan design, but the City Council approves overall funding as part of the meet and confer/budget process. 11 Total assets of the DFRRF Plan is approximately $75 million. DFRRF Overview (Cont'd) As of December 31 2015 Actuarial Valuation 11 Number of employees and retirees in Denton. • Active Employees — 176 • Retirees or beneficiaries — 84 • Inactive employees entitled but not yet receiving benefits — 2 • Total — 262 DFRRF Benefit Design 11 Defined benefit plan. " Employees fully vest with the plan after 20 years of service. 0 Partial vesting after 10 years. 11 Members can retire at age 50 and above with 20 years of service. Benefits are based on formula - 2.59% of highest 36 month average salary for each year of service. Benefit is determined by multiplying 2.59% times years of service (e.g. 20 year employee would be eligible for 51.8% of salary). 11 Employees contribute 12.6% of their compensation into the plan. 0 City contributes same rate as what is provided to TMRS. 20 (& Recent History As mentioned previously, TMRS discovered that the actuarial assumptions being used did not properly value liabilities. 0 Changed Actuarial Method and began phasing into higher contributions. In 2010, the City agreed in the meet and confer process to begin paying the same contribution rate to the DFRRF as that provided to TMRS. 0 Rate averaged 11.75% in prior four years. These increased contributions have significantly improved the funding levels of the DFRRF. Due to the expected reduction in the TMRS rate over time, a new funding policy needs to be considered. 0 Meet and Confer agreement will need to be amended to do so. Investment Asset Allocation As of December 31 2016 International `VSO Investment Policy Guidelines 40% Certificates 11111�Vlrlllli�lllllllllullll 5-15% 10% t°Deposit, Domestic Large Cap 5-15% 7% 0-10% 5.2% 5-10% 15% 10-20% Domestic Sm. and Mid -Cap International Equity h<< <„ <«, Fixed Income Cash and Equivalents MLI's and Royalty Alternative Investments Trusts, 63% Real Estate 40% 25-50% 10% 5-15% 10% 5-15% 10% 5-15% 7% 0-10% 8% 5-10% 15% 10-20% 22 (& 20% 15% 10% 5% 0% -5% -10% -15% DFRRF Investment Returns Net of Fees 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 ��" Investment Rate of Return Assumption (6.75%) — — — Avg. Rate of Return over Past 16 years (5.87%) 23 (& Key Actuarial Information for DFRRF As of December 31, 2015 Actuarial Valuation Actuarial Cost Method — Entry Age Normal Actuarial Value of Assets - $72.7 million G Unfunded Actuarial Accrued Liability - $17.2 million Annual Payroll for DFRRF Employees - $15.0 million FY 2015-16 contribution to DFRRF from City - $2.8 million �G Remaining Amortization Period — 31.6 years Amortization period would have been 21.5 gears if rate of return assumption had not been reduced from 7.00% to 6.75%. Assumes average long-term contribution rate of 15.5% from the City; Current contribution rate is 17.48%. 11 Funded Ratio — 80.8% Note: Actuarial information is different from disclosures shown in CAFR due to GASB 68. The NPL figures shown is CAFR �� will have increased volatility due to differences in the way assets are shown (market versus smoothed basis. 2+ �,'' DFRRF Management Comments With continued growth of the City, contribution rate to TMRS is expected to drift lower over the next few years. 0 As such, a new funding methodology for the DFRRF should be explored. While the plan is currently financially strong, viability of the plan will weaken over time unless new funding methodology is adopted. Staff proposes that a new methodology be tied to specific actuarial criteria for the DFRRF rather than matching to TMRS. Examples of the criteria could include: Amortization of unfunded liability Investment Rate of Return Assumption Funded Ratio, etc. Implicit with this arrangement is that the Fund would not increase benefits beyond the current level. 25 (l„ Summary Public pensions continue to receive a great deal of media scrutiny, but most plans in Texas are appropriately funded. For Denton, both the TMRS and DFRRF plans are well funded and managed responsibly. Going forward, funding ratio for TMRS plan is expected to improve, and financially sustainable funding mechanism is in place. While the DFRRF plan is financially strong, a funding policy which is separate and distinct from the TMRS plan needs to be developed. 26 (& as of December 31, 2015 December 7, 2016 Rudd and Wisdom, Inc. CONSULTING ACTUARIES Mitchell L. Bilbe, F.S.A. Evan L. Dial, F.S.A. Philip S. Dial, F.S.A. Philip J. Ellis, A.S.A. Charles V. Faerber, F.S.A., A.C.A.S. Mark R. Fenlaw, F.S.A. Board of Trustees Denton Firemen's Relief and Retirement Fund P.O. Box 2375 Denton, Texas 76202 Members of the Board of Trustees: Brandon L. Fuller, A.S.A. Christopher S. Johnson, F.S.A. Oliver B. Kiel, F.S.A. Robert M. May, F.S.A. Edward A. Mire, F.S.A. Rebecca B. Morris, A.S.A. Amanda L. Murphy, F.S.A. Michael J. Muth, F.S.A. Khiem Ngo, F.S.A., A.C.A.S. Elizabeth A. O'Brien, A.S.A. Raymond W. Tilotta Ronald W. Tobleman, F.S.A. David G. Wilkes, F.S.A. December 7, 2016 At the request of the Board of Trustees of the Denton Firemen's Relief and Retirement Fund, we have prepared this report of the results of the actuarial valuation of the fund as of December 31, 2015. This valuation was prepared to determine whether the fund has an adequate contribution arrangement. In a separate report dated July 13, we provided the necessary disclosures for the fund's compliance with the Governmental Accounting Standards Board (GASB) Statement No. 67 for the plan year ending December 31, 2015. Similarly, we will provide a separate report later in December containing the pension expense, net pension liability, and disclosure information for the city's compliance with GASB 68 for the fiscal year ending September 30, 2016. GASB 68 prescribes the city's accounting for your fund, while this actuarial valuation report reflects the assumed continuation of the current funding policy. We certify that we are members of the American Academy of Actuaries who meet Qualification Standards of the American Academy of Actuaries to render the actuarial opinions contained in this report. Sincerely, V".X IZ. 44jaw-- Mark R. Fenlaw, F.S.A. Qclec�3. �1mn� Rebecca B. Morris, A.S.A. i:Aclients\fireAwd\vals\2016\denton\denton-12-31-15.docx 9500 Arboretum Blvd., Suite 200 Phone: (512) 346-1590 Post Office Box 204209 Austin, Texas 78759 Fax: (512) 345-7437 Austin, Texas 78720-4209 www.ruddwisdom.com AND Ri-,'FIREMENF, FuND AS OF DECEMBER 31, 2015 TABLE OF CONTENTS SectionI Valuation Summary................................................................................... 1 Section II Key Results of the Actuarial Valuation ................................................... 8 SectionIII Benefit Improvements............................................................................. 10 Exhibit 1 Distribution of Firefighters by Age and Service ................................... 12 Exhibit 2 Summary of Pensioner Data................................................................... 13 Exhibit 2A Firefighter and Pensioner Reconciliation .............................................. 14 Exhibit 3 Breakdown of Pensioners by Monthly Benefit Amounts.....................15 Exhibit 4 Historical Comparison of Actuarial Accrued Liability and ActuarialValue of Assets........................................................................16 Exhibit 5 Summary of Asset Data........................................................................... 17 Exhibit 5A Statement of Changes in Assets..............................................................18 Exhibit 6 Development of Actuarial Value of Assets ............................................ 19 Exhibit 7 Historical Comparison of Market and Actuarial Value of Assets......................................................................................................... 20 Exhibit 8 Comparison of Market Value Asset Allocation as of the Prior and Current Actuarial Valuation Dates ...................................... 21 Exhibit 9 Actuarial Methods and Assumptions..................................................... 22 Exhibit 10 Disability Rates, Withdrawal Rates, and Compensation Increases................................................................................................... 26 Exhibit11 Definitions................................................................................................. 27 Exhibit 12 Summary of Present Plan....................................................................... 29 RtJDD AND WISDOM, INC. AND RiTIREMENF, FuND AS OF DECEMBER 31, 20 Section I Valuation Summary An actuarial valuation of the assets and liabilities of the Denton Firemen's Relief and Retirement Fund as of December 31, 2015 has been completed. The valuation was based on the Present Plan (plan effective January 1, 2011) and the provisions of the Texas Local Fire Fighters' Retirement Act (TLFFRA) which were in effect on December 31, 2015. Section II shows the summary of key results of the actuarial valuation as of December 31, 2015 and discusses the significant changes since the prior valuation that we prepared as of December 31, 2013. This valuation reflects an actuarially assumed total contribution rate of 28.1%, comprised of 12.6% by the firefighters and 15.5% by the city. The total contribution rate of 28.1% exceeds the normal cost rate of 21.91%, leaving 6.19% available to amortize the unfunded actuarial accrued liability (UAAL) of $17,249,607. Assuming that the total payroll increases at the rate of 3% per year in the future, the contributions in excess of the normal cost will amortize the UAAL in 31.6 years. In order for a retirement plan to have an adequate contribution arrangement, contributions must be made that are sufficient to pay the plan's normal cost and to amortize the plan's UAAL over a reasonable period of time. Based on the current Texas Pension Review Board (PRB) pension funding guidelines, our professional judgment, and the actuarial assumptions and methods used in making this valuation, we consider periods of 15 years to 25 years to be preferable and 40 years to be the maximum acceptable period. Since the total contributions are sufficient to pay the fund's normal cost and to amortize the fund's UAAL within the maximum acceptable period, we are of the opinion that the fund, based on present levels of benefits and contributions, has an adequate contribution arrangement. Section III presents considerations for future benefit improvements. Projected Actuarial Valuation Results In addition to completing this actuarial valuation, we estimated the amortization periods as of December 31, 2017 and as of December 31, 2019 by making projections from the December 31, 2015 actuarial valuation. These projections examine the effect on the amortization period in the next two actuarial valuations of the actuarial investment gains and losses that the fund experienced in the four years prior to the valuation date (losses in 2014 and 2015 and gains in 2012 and 2013) that have been only partially recognized as of December 31, 2015. As shown in Exhibit 6, a smoothing method is used to determine the actuarial value of assets (AVA) for this valuation. This method phases in over a five-year period any investment gains or losses (net actual investment return greater or less than the actuarially assumed investment return) that the fund has had. The AVA used in this current valuation is deferring recognition of various portions of the gains and losses in RUDD AND WISDOM, INC. PAGE 1 AND RiTIREMENF, FuND AS OF DECEMBER 31, 20 2012-2015 that the fund experienced. The AVA used in this valuation is $72,693,078. The market value of assets (MVA) is $67,976,717. The $4,716,361 difference between the MVA and the AVA is the net of the deferred gains and losses over the past four years that will be recognized in the next two actuarial valuations. The theory behind the AVA method is to allow time for investment gains and losses to partially offset each other and thereby dampen the volatility associated with the progression of the MVA over time. In practice, the timing and amounts of investment gains and losses can result in irregular effects on the AVA in a given year. However, as intended, the pattern of the AVA is smoother over time than the pattern of the MVA, as seen in Exhibit 7. For the purpose of projecting the amortization period through 2019 we used six scenarios of various assumed annual rates of investment return, net of investment -related expenses, over the 2016-2019 projection period. The projected amortization periods will not be the same as the actual amortization periods from completed future actuarial valuations but are the result of projected future actuarial valuation results based on the completed December 31, 2015 actuarial valuation. These projections show the expected effects over the next four years after the valuation date (1) of the recognition of the portions of the investment gains and losses over the past four years that are deferred as of December 31, 2015, and (2) of investment returns over the next four years different from the 6.75% assumption used in this valuation. The projected future December 31, 2017 valuation in Scenario 1 reveals that instead of decreasing by the expected two years from 31.6 years to 29.6 years, the amortization period is projected to increase to 36.3 years. The increase two years after that is even more dramatic to 51.3 years. These increases are due primarily to the significant deferred losses from 2014 and 2015 that will be recognized as of December 31, 2017 and 2019. $tJDD AND WISDtiM, INC. PAGE 2 Scenario 1 2 3 4 5 6 Assumed Investment Return for Calendar Year 2016 6.75% 12.00% 12.00% 12.00% 11.00% 10.00% 2017 6.75 6.75 12.00 0.00 11.00 3.00 2018 6.75 6.75 6.75 6.75 11.00 3.00 2019 6.75 6.75 6.75 6.75 11.00 3.00 2020 and later 6.75 6.75 6.75 6.75 6.75 6.75 Amortization Period in Years as of December 31: 2015 (actual) 31.6 31.6 31.6 31.6 31.6 31.6 2017 (projected) 36.3 30.6 28.3 34.0 29.7 34.6 2019 (projected) 51.3 35.0 26.4 52.3 23.6 64.7 The projected future December 31, 2017 valuation in Scenario 1 reveals that instead of decreasing by the expected two years from 31.6 years to 29.6 years, the amortization period is projected to increase to 36.3 years. The increase two years after that is even more dramatic to 51.3 years. These increases are due primarily to the significant deferred losses from 2014 and 2015 that will be recognized as of December 31, 2017 and 2019. $tJDD AND WISDtiM, INC. PAGE 2 AND RiTIREMENF, FuND AS OF DECEMBER 31, 20 The primary conclusion from Scenario 1, along with Scenarios 2 and 3, is that unless there are some investment gains in 2016 and 2017 from returns greater than 6.75%, the deferred net loss as of December 31, 2015 will significantly increase the amortization period in the next two valuations. This conclusion is not surprising when you consider that if we had fully recognized the $4.7 million deferred net loss in this actuarial valuation by using the MVA instead of the AVA, the amortization period would have been 55.3 years. One of the characteristics of a well -funded plan like yours is that an amortization period above 30 years is very sensitive to investment gains and losses. For example, Scenario 4 is the same as Scenario 2 except for a projected rate of return of 0% for calendar year 2017. The one adverse year, without any investment gains or losses in the next two years, would result in a projected amortization period of 52.3 years as of December 31, 2019, which is 17.3 years greater than the projected amortization period of 35.0 years in Scenario 2. We do not know what the investment experience will be for each of the next four calendar years. However, these scenarios show the sensitivity of the UAAL amortization period in the next two biennial actuarial valuations to the current deferred net loss, requiring solid gains with a 12% rate of return in 2016 and 2017 to approximately offset the effect of the $4.7 million deferred net loss (Scenario 3) by December 31, 2019. Scenario 5 shows it would take four consecutive years of 11% returns for the amortization period to get below 25 years as of December 31, 2019. Variations in experience from the underlying assumptions, other than investment return, will cause the actual amortization periods to be different from the periods shown above. In addition, the future investment experience in each of the next four years could be better or worse than the assumed rates shown. These scenarios present a range of plausible scenarios for the next two valuations assuming no changes in benefits or in funding policy. The primary conclusion from the scenarios is that since the fund has a deferred net loss in the AVA that will hinder the amortization of the UAAL, the board and the city should start the process of developing and implementing a new funding policy that will lower the amortization period. With the current funding policy, the current amortization period is sensitive to investment losses similar to the ones the fund experienced in 2014 and 2015. We address this subject in more detail in Section III. Participant and Asset Data We have relied on and based our valuation on the active firefighter data, pensioner data, and asset data provided on behalf of the board of trustees by Gary Calmes, who provides administrative services for the board of trustees. We have not audited the data provided but have reviewed it for reasonableness and consistency relative to the data provided for the December 31, 2013 actuarial valuation. Exhibit 1 is a distribution of the active firefighters by age and service. The salaries used for projecting future contributions and $tJDD AND WISDtiM, INC. PAGE 3 AND RiTIREMENF, FuND AS OF DECEMBER 31, 20 benefits in the valuation were based on the actual pay for the 2015 calendar year, adjusted to reflect the net effect of the variable pay increases effective in April 2015 and the expectation that overtime would be lower in 2016 than it was in 2015. The total of these salaries is our assumed annualized covered payroll for the plan year beginning January 1, 2016 and is used in the valuation to determine the UAAL amortization period. The averages of the assumed salaries for the 2016 plan year are shown in Exhibit 1. Exhibit 2 contains summary information on the pensioners. The monthly benefit payments are generally based on the amounts paid in December 2015. Exhibit 2A is a reconciliation of firefighters and pensioners from December 31, 2013 to December 31, 2015. Exhibit 3 shows a breakdown of the dollar amount of the monthly benefits for retirees and surviving spouses. Exhibit 4 shows a historical comparison of the actuarial accrued liability and the actuarial value of assets. The summary of assets contained in Exhibit 5 is based on the December 31, 2015 market value of assets contained in the information received from the board. This exhibit also shows a comparison with the market values and actuarial values of assets as of December 31, 2013 and December 31, 2015. Exhibit 5A contains the statement of changes in assets for 2014 and 2015. Exhibit 6 shows the development of the actuarial value of assets. Exhibit 7 shows a historical comparison between the market value and actuarial value of assets. A comparison of the market value asset allocation by asset class as of December 31, 2013 and December 31, 2015 is shown in Exhibit 8. Assumptions As a part of each actuarial valuation, we review the actuarial assumptions used in the prior actuarial valuation. As a result of our review, we have selected actuarial assumptions we consider to be reasonable and appropriate estimates of future experience for the fund for the long-term future. Their selection complies with the applicable actuarial standards of practice. Significant actuarial assumptions used in the valuation are: 1. 6.75% annual investment return net of investment -related expenses; 2. 3% annual general compensation increase plus promotion, step, and longevity increases which average 1.98% per year over a 30 -year career; 3. Retirement rates which result in an average expected age at retirement of 57.0; 4. RP -2000 Combined Healthy Mortality Tables projected to 2024; and 5. City contribution rate averaging 15.5% over the UAAL amortization period. RuDD AND WISDOM, INC. PAGE 4 AND RiTIREMENF, FuND AS OF DECEMBER 31, 20 The following actuarial assumption changes have been made, and the new assumptions are compared to those used in the December 31, 2013 valuation: 1. The investment return assumption was changed from 7% net of investment -related expenses to 6.75%. We modified the components of the investment return assumption, increasing the assumed net real rate of return from 3.75% to 4.25% and lowering the assumed annual inflation rate from 3.25% to 2.5%. Because of the somewhat lower inflation anticipated in our economy for the long-term future, we think that the 0.75% reduction in the assumed long-term rate of inflation is appropriate. The increase in the assumed net real rate of return is due to the combined effect of (a) the changes in the target asset allocation compared to two years ago (less in fixed income and more in alternatives) and (b) the somewhat higher gross real rate of return assumptions for some of the asset classes compared to two years ago. 2. We changed the general compensation increase from 3.25% per year to 3%, the sum of the revised underlying price inflation assumption of 2.5% plus 0.5% for general compensation increases in excess of inflation, sometimes referred to as productivity, but also as the price of competing for qualified employees. As a result, we also changed the aggregate payroll increase assumption from 3.25% per year to 3%. 3. The assumed average city contribution rate was changed from 17.0% to 15.5% in recognition of (a) the city's policy of contributing the same rate of payroll contributed for the city's other employees under the Texas Municipal Retirement System (TMRS), (b) the expectation for future contribution rates to TMRS to be somewhat lower due to growth in the number of city employees, (c) the long-term effect of TMRS using a closed amortization period (currently 19 years), and (d) the actual city contribution rate in calendar year 2016 (17.41%) and the budgeted rate for calendar year 2017 (17.48%). The effects of these changes in assumptions on the UAAL amortization period are identified in Section II. A summary of all the assumptions and methods used in the valuation is shown in Exhibits 9 and 10. In our opinion, the assumptions used, both in the aggregate and individually, are reasonably related to the experience of the fund and to reasonable expectations. The assumptions represent a reasonable estimate of anticipated experience of the fund over the long-term future. Other Supporting Exhibits Exhibit 11 contains definitions of terms used in this actuarial valuation report. Exhibit 12 summarizes the plan provisions of the Present Plan. $tJDD AND WISDtiM, INC. PAGE 5 AND RiTIREMENF, FuND AS OF DECEMBER 31, 20 Actuarially Determined Contributions by the City GASB 68 is all about accounting for pensions and did away with the concept of annually required contributions, referred to as the ARC. The GASB made a point of separating their accounting standard for public employee defined benefit plans from the actual funding of those plans. In other words, the city's GASB 68 pension expense will usually be very different from its actual contributions. That is why separate reports are needed each year to provide the required GASB 68 actuarial information. As a result of GASB getting out of the business of providing a funding standard, the PRB recommended in their report to the Texas Legislature at the end of 2014 that actuarial valuation reports for fixed contribution rate plans should disclose contribution levels required for a variety of appropriate amortization periods. Since the preferred range for the UAAL amortization period is 15 to 25 years in the PRB's pension funding guidelines, we have shown the city contribution rate that would have been required beginning January 1, 2016 for amortization periods of 15, 20, and 25 years based on this December 31, 2015 actuarial valuation. Because of the significant deferred net loss of $4.7 million in the AVA, we have used the MVA to determine the UAAL for these actuarially determined contribution rates. In 2015, the Legislature passed HB 3310. It includes a new sentence which requires an actuarial valuation to include a recommended rate needed to have an amortization period for the UAAL that does not exceed 30 years. The city currently contributes the same rate to the fund as it does to its plan in TMRS for other city employees and has for a number of years. Since our assumed continuation of this funding policy results in an actuarially determined amortization period of 31.6 years, we must recommend a different funding policy that would increase the city's contribution rate. Because of the lag between the beginning date for the rates above (January 1, 2016) and an effective date of January 1, 2018 that would give the city time to decide upon and implement a new funding policy, we recommend a fixed city contribution rate effective January 1, 2018 of either (a) 18.5% for an amortization period of 25 years or (b) 20.1% for an amortization period of 20 years or (c) 23.1% for an amortization period of 15 years, all amortization periods determined as of December 31, 2015. RUDD AND WISDOM, INC. PAGE 6 Actuarially UAAL Determined Firefighter Total Amortization Contribution Rate Contribution Contribution Period by the City Rate Rate 15 Years 22.16% 12.60% 34.76% 20 Years 19.75% 12.60% 32.35% 25 Years 18.33% 12.60% 30.93% In 2015, the Legislature passed HB 3310. It includes a new sentence which requires an actuarial valuation to include a recommended rate needed to have an amortization period for the UAAL that does not exceed 30 years. The city currently contributes the same rate to the fund as it does to its plan in TMRS for other city employees and has for a number of years. Since our assumed continuation of this funding policy results in an actuarially determined amortization period of 31.6 years, we must recommend a different funding policy that would increase the city's contribution rate. Because of the lag between the beginning date for the rates above (January 1, 2016) and an effective date of January 1, 2018 that would give the city time to decide upon and implement a new funding policy, we recommend a fixed city contribution rate effective January 1, 2018 of either (a) 18.5% for an amortization period of 25 years or (b) 20.1% for an amortization period of 20 years or (c) 23.1% for an amortization period of 15 years, all amortization periods determined as of December 31, 2015. RUDD AND WISDOM, INC. PAGE 6 AND RiTIREMENF, FuND AS OF DECEMBER 31, 20 Variability in Future Actuarial Measurement Future actuarial measurements may differ significantly from the current measurements presented in this report due to such factors as the following: • Plan experience differing from that anticipated by the current economic or demographic assumptions; • Increases or decreases expected as part of the natural operation of the methodology used for these measurements; 9 Changes in economic or demographic assumptions; and • Changes in plan provisions. Analysis of the potential range of such future measurements resulting from the possible sources of measurement variability is typically outside the scope of an actuarial valuation for funding purposes. However, we provided projected amortization periods for the next two biennial actuarial valuations under six scenarios. Additional or other sensitivity analysis could be performed in a subsequent report if desired by the board of trustees. Respectfully submitted, RUDD AND WISDOM, INC. 7A" 12. 4-e4Ja,.-r- Mark R. Fenlaw Fellow, Society of Actuaries Member, American Academy of Actuaries Rebecca B. Morris Associate, Society of Actuaries Member, American Academy of Actuaries RUDD AND WISDOM, INC. PAGE 7 DENTON FIIU-,MEN'' BELIEF AGTiJA1UAL VALUATION AND Ri-, ` 'IIU 1 ENE' FuND AS OF DI:GIIVIBER 31, 2015 Section II Key Results of the Actuarial Valuation December 31, December 31, 20131 2015 1. Actuarial present value of future benefits a. Those now receiving benefits or former firefighters entitled to receive benefits b. Firefighters c. Total 2. Actuarial present value of future normal cost contributions 3. Actuarial accrued liability (Item lc —Item 2) 4. Actuarial value of assets 5. Unfunded actuarial accrued liability (UAAL) (Item 3 - Item 4) 6. Contributions (percent of pay) a. Firefighters b. City of Denton (assumed average) c. Total 7. Normal cost (percent of payroll) 8. Percent of payroll available to amortize the UAAL (Item 6c - Item 7) 9. Annualized covered payroll 10. Present annual amount available to amortize the UAAL (Item 8 x Item 9) 11. Years to amortize the UAAL 12. Funded ratio (Item 4 - Item 3)2 $ 36,485,236 79,039,342 $ 115,524,578 $ 39,149,449 89,097,935 $ 128,247,384 $ 35,033,884 $ 38,304,699 $ 80,490,694 $ 89,942,685 $ 62,089,743 $ 72,693,078 $ 18,400,951 12.60% 17.00% 29.60% 21.18% 8.42% $ 17,249,607 12.60% 15.50% 28.10% $ 13,790,301 $ 14,965,362 $ 1,161,143 $ 926,356 24.0 years 31.6 years 77.1% 80.8% All items are from the December 31, 2013 actuarial valuation and reflect the Present Plan. 2 The funded ratio is not appropriate for assessing either the need for or the amount of future contributions or the adequacy of the assumed contribution rates. Using the market value of assets instead of the actuarial value of assets for Item 12 would have resulted in funded ratios of 82.5% as of December 31, 2013 and 75.6% as of December 31, 2015. RUDD AND WISDIiM, INC. PAGE 8 AND RiTIREMENF, FtJND AS OF DECEMBER 31, 20 Change in Amortization Period The amortization period, based on the Present Plan provisions, was determined in the actuarial valuation as of December 31, 2013, to be 24.0 years. Since two years have passed since that valuation date, a 22.0 -year amortization period would be expected if all actuarial assumptions had been exactly met, no changes had occurred (other than those expected) in the firefighter and pensioner data, and no changes in assumptions or methods had been made. The amortization period is now 31.6 years based on the same plan provisions. The actual experience occurring between December 31, 2013 and December 31, 2015 differed from the expected experience, and in combination with the changes in assumptions, the resulting amortization period was 31.6 years, which is 9.6 years more than the expected 22.0 -year period for the following reasons: 1. The average annual rate of investment return, net of investment -related expenses, on the market value of assets during the two plan years 2014 and 2015 was 0.8%. However, the actuarial value of assets (AVA) used in the valuation and the determination of the amortization period is based on an adjusted market value. The average annual rate of return on the AVA, net of investment -related expenses, for plan years 2014 and 2015 was 7.8% compared to the assumed rate of return for those years of 7%. This caused a decrease in the amortization period of 2.0 years. 2. The aggregate payroll increased at an average rate of 4.17% per year, compared to the assumed 3.25% per year rate, which caused the amortization period to decrease by 0.5 of a year. 3. The gain from city contributions above the assumed long-term average of 17% in 2014 (18.53%) and 2015 (17.94%) decreased the amortization period by 0.6 of a year. 4. The net result of all experience other than the investment experience, the aggregate payroll experience, and the city contribution rate experience had the combined effect of decreasing the amortization period by 2.7 years. This was primarily the result of lower-than-expected pay increases in the last two years. 5. The change in the assumed average city contribution rate from 17.0% to 15.5% had the effect of increasing the amortization period by 5.3 years. 6. The change in the general compensation increase and aggregate payroll increase assumptions from 3.25% to 3% per year and the decrease in the annual investment return assumption from 7% to 6.75% had the net effect of increasing the amortization period by 10.1 years. $tJDD AND WISDtiM, INC. PAGE 9 AND RiTIREMENF, FtJND AS OF DECEMBER 31, 20 Section III Benefit Improvements The results of this actuarial valuation as of December 31, 2015, reveal that the fund, based on the Present Plan of benefits, has an adequate contribution arrangement. As disclosed in both Sections I and II, the amortization period of the UAAL is 31.6 years. In order for benefit improvements to be made to the plan, they must be made in accordance with Section 7 of TLFFRA, which requires approval of the board, the board's actuarial firm, and the firefighters. The 31.6 -year UAAL amortization period is too high to consider any benefit improvements. In addition, the city's funding policy for the fund should be changed at the appropriate time to be distinct from its funding polity for its TMRS plan for the other city employees. Perhaps then benefit improvements might be possible. One of the key assumptions in the fund's recent actuarial valuations has been the assumed average city contribution rate. For purposes of the valuation of the fund, an assumed rate is used because of the city's policy beginning in 2010 to use the same TMRS contribution rate for the contribution rate for this fund. The city agreed in 2006 to gradually increase its contribution to the fund and in 2010 started to contribute the same rate to the fund as to TMRS. The rate was 15.41% in 2010 and increased to 18.98% in 2013 before starting to gradually decrease each year. So it has been very beneficial for the fund since 2010 for the city's contribution rate to the fund to be the same as for the city's TMRS plan. The significant increases in the city's contribution rate to the fund from the 10% rate during the years 2000 to 2006 have offset the significant investment losses from the 2008 recession and allowed the lowering of the investment return assumption from 7.75%. In spite of this beneficial increase in the city's contribution rate to the fund, we do not believe that the city's linking of their contribution rate to the fund to their rate to their TMRS plan makes good sense for the long-term future for two reasons. • The city's TMRS contribution rate is expected to gradually decrease during the 18 years after 2017 due to anticipated growth in the number of city employees and then to decrease significantly in 2036 because of the TMRS funding policy with a closed amortization period. • Key differences in the work characteristics of firefighters vs. the other city employees indicate a need for a higher total contribution rate for the fund than the TMRS plan in order to have roughly comparable benefits. At some point in the near future, it would be appropriate for the city and the board to begin discussing a distinct funding policy for the fund. In fact, the number one recommendation in the 2014 report from the PRB to the Legislature was that the $tJDD AND WISDtiM, INC. PAGE 10 AND RiTIREMENF, FuND AS OF DECEMBER 31, 20 retirement system sponsor and the system should establish an adequate funding policy. Ideally there should be a formal written policy such as a city council resolution. It is expected that the TMRS rate will drop gradually over the 18 years after the 2017 rate of 17.48% and then drop more significantly to under 11% beginning in 2036. In two years when the fund's December 31, 2017 actuarial valuation is being completed, if the contribution rate to the fund is still tied to the TMRS rate, it is possible that the key finding then would be an inadequate contribution arrangement for the fund. A reason for the need for a higher total contribution rate to your fund than to the TMRS plan is that firefighters have much lower turnover than other city employees. So a higher percent of newly hired firefighters will ultimately qualify for a retirement benefit than will newly hired other city employees. As a result, the cost of firefighter retirement benefits is higher than the cost of comparable retirement benefits for other city employees. A second reason for a higher total contribution rate is that firefighters tend to retire at earlier ages than other city employees because of the physical demands of the job. This also increases the cost of firefighter retirement benefits compared to the cost for other city employees because of a longer period for benefits to be paid. Because of these two work characteristic differences, a reasonable funding policy would be for the city to contribute a fixed rate to the fund that is greater than the current TMRS contribution rate. The firefighters already contribute more to the fund (12.6%) than the other city employees contribute to the TMRS plan (7%). $tJDD AND WISDtiM, INC. PAGE 11 AcF'IJA1UAL VALUATION AND FJ-,'I'IIZI-,MEN'I'FtJND AS OF DECEMBER31,200 Exhibit 1 Distribution of Firefighters by Age and Service on December 31, 2015 with Average Annual Salary Years of Age Average Under 60 or Service 25 25-29 30-34 35-39 40-44 45-49 50-54 55-59 Over Total Salary 0 1 5 5 2 0 0 0 0 0 13 $57,846 1 0 0 3 0 0 0 0 0 0 3 61,796 2 2 4 2 0 0 0 0 0 0 8 63,753 3 0 3 5 2 0 0 0 0 0 10 67,847 4 0 4 3 1 0 0 0 0 0 8 69,102 5 0 0 1 1 0 0 0 0 0 2 73,728 6 0 0 1 0 0 0 0 0 0 1 58,631 7 0 0 2 2 1 0 0 0 0 5 81,078 8 0 1 1 3 1 0 0 0 0 6 70,369 9 0 0 4 7 6 1 0 0 0 18 83,421 10 0 0 2 7 2 1 1 0 0 13 86,295 11 0 0 0 3 1 0 0 0 0 4 85,811 12 0 0 1 4 2 0 0 0 0 7 88,525 13 0 0 0 3 0 1 0 0 0 4 94,276 14 0 0 0 0 5 2 0 0 0 7 85,411 15 0 0 0 1 1 0 0 0 0 2 82,556 16 0 0 0 2 10 7 3 0 0 22 91,420 17 0 0 0 0 0 1 0 0 0 1 93,690 18 0 0 0 0 0 3 1 0 0 4 88,312 19 0 0 0 0 1 2 0 0 0 3 85,119 20-24 0 0 0 0 5 16 1 0 0 22 104,286 25-29 0 0 0 0 0 2 4 1 1 8 115,576 30-34 0 0 0 0 0 0 1 1 1 3 115,860 35+ 0 0 0 0 0 0 0 1 1 2 123,259 Totals 3 17 30 38 35 36 11 3 3 176 $85,030 Average $59,782 $71,372 Salary $63,317 $81,611 Average age 39.6 Average years of service 12.1 Average age at hire 27.5 $88,583 $105,711 $106,412 $97,879 $120,371 $85,030 RUDD AND WISDOM, INC. PAGE 12 FWANUMFUffiffflLWIMM AcF,IJAIUAL VALUATION AND FJ-,`FIREMEN`FFTJND AS OF DECEMBER31,200 Exhibit 2 Summary of Pensioner Data Type of Benefit Pensioner Data Used in December 31, 2015 Valuation Number of Total Monthly Type of Benefit Recipients Benefit Payments Service Retirement' 68 $253,710 Disability Retirement 0 0 Vested Terminated (Deferred) 2 3,178 Surviving Spouse 12 28,394 Surviving Child 4 2,837 Total 86 $ 288,119 Type of Benefit Comparison of Pensioner Count by Type as of The Prior and Current Actuarial Valuations December 31, 2013 New Ceased December 31, 2015 Service Retirement' 65 +53 -2 68 Disability Retirement 0 0 0 0 Vested Terminated (Deferred) 2 0 0 2 Surviving Spouse 11 +1 0 12 Surviving Child 5 0 -1 4 Total 83 +6 -3 86 Includes two alternate payees entitled to receive benefits according to the terms of a Qualified Domestic Relations Order as of December 31, 2013, and three alternate payees as of December 31, 2015. 2 Monthly benefit payments are deferred to begin at terminated firefighter's future retirement date. 3 Includes one new alternate payee. RUDD AND WISDOM, INC. PAGE 13 FWANUMFUMMMIMM AcF'UA1UAL VALUATION AND FJ-,'I'IIZI-,MEN'I'FtJND AS OF DECEMBER31,200 Exhibit 2A Firefighter and Pensioner Reconciliation Includes two alternate payees entitled to receive benefits according to the terms of a Qualified Domestic Relations Order (QDRO). 2 Includes three alternate payees entitled to receive benefits according to the terms of a QDRO. RUDD AND WISDIiM, INC. PAGE 14 Firefighters Current Payment Status Vested Terminated Firefighters Total 1. As of December 31, 2013 169 81 I 2 252 2. Change of status a. retirement (4) 4 0 0 b. disability 0 0 0 0 c. death 0 (2) 0 (2) d. survivor payment begins 0 1 0 1 e. withdrawal (7) 0 0 (7) f. vested termination 0 0 0 0 g. completion of payment 0 (1) 0 (1) h. QDRO alternate payee 0 1 0 1 i. net changes (11) 3 0 (8) 3. New firefighters 18 0 0 18 4. As of December 31, 2015 176 84 2 2 262 Includes two alternate payees entitled to receive benefits according to the terms of a Qualified Domestic Relations Order (QDRO). 2 Includes three alternate payees entitled to receive benefits according to the terms of a QDRO. RUDD AND WISDIiM, INC. PAGE 14 DENTON I' LREMEN's Rt,,E]EE ACTUARIAL VALUATION AND RETIREAIENT FUND A8 DE DECEMBER 31, 2015 Exhibit 3 Breakdown of Pensioners by Monthly Benefit Amounts as of December 31, 2015 $2,001-$3,00( 25% Retirees Surviving Spouses Over $3,000 �-$1,000 3% $1,001-$2,000 14% $2,001-$3,000 42°/ $1,001-$2,000 33% $500-$1,000 M $1,001-$2,000 M $2,001-$3,000 0 Over $3,000 Dver $3,000 17% ;500-$1,000 8% RUDD AND WISDOM, INC. PAGE 15 DENTON I' IREMEN's Rt,,E]EE ACTUARIAL VALUATION AND RETIREAIENT FUND As of DECEMBER 31, 2015 100 90 80 70 60 50 40 30 20 10 0 Exhibit 4 Historical Comparison of Actuarial Accrued Liability and Actuarial Value of Assets (Present Plan Valuations as of December 31) $ in Millions 2007 2009 2011 2013 2015 ® Actuarial Accrued Liability ■ Actuarial Value of Assets RUDD AND WISDOM, INC. PAGE 16 Ac'nJAWAL VALUATION AND FJ-,'I'IIZI-,MEN'I'FtJND AS OF DECEMBER31,201S Exhibit 5 Summary of Asset Data Asset Type Market Value as of December 31, 2015 Allocation As a Percent of Grand Total Equities $ 66,412,172 Market Value U.S. Large Cap $26,117,860 38.42% U.S. Small/Mid Cap 5,622,331 8.27 International 5,165,252 7.60 Total 36,905,443 54.29 Alternatives Real Estate 8,664,808 12.75 Master Limited Partnership 2,913,644 4.28 Total 11,578,452 17.03 Fixed Income Certificates of Deposit 6,098,095 8.97 U.S. Notes, Bonds, and Obligations 1,879,208 2.77 Bond Index Funds 2,819,850 4.15 Corporate Bonds and Notes 654,529 0.96 Total 11,451,682 16.85 Cash Equivalents 8,041,140 11.83 Grand Total $67,976,7171 100.00% The grand total is the audited amount. All of the invested amounts were provided by the plan administer, Mr. Gary Calmes. The cash equivalents amount is the cash equivalents provided by Mr. Calmes net of the receivables and liabilities in the audited financial report. Comparison of Asset Values as of the Prior and Current Actuarial Valuation Dates December 31, 2013 December 31, 2015 $ 66,412,172 Market Value $ 67,976,717 Actuarial Value $ 62,089,743 $ 72,693,078 Actuarial Value as a Percent of Market Value 93.5% 106.9% RtJDD AND WISDIiM, INC. PAGE 17 AND RiTIREMENF, FuND AS OF DECEMBER 31, 2015 Exhibit 5A Statement of Changes in Audited Assets for the Years Ended December 31, 2015 and 2014 12/31/2015 12/31/2014 Additions 1. Contributions a. Employer $ 2,567,219 $ 2,566,875 b. Employees 1,803,064 1,745,419 c. Total $ 4,370,283 $ 4,312,294 2. Investment Income a. Interest and dividends $ 1,673,596 $ 1,646,725 b. Net appreciation in fair value (4,876,182) 2,784,166 c. Total $(3,202,586) $ 4,430,891 3. Other Additions 1.412 49 Total Additions $ 1,169,109 $ 8,743,234 Deductions 4. Benefit Payments a. Monthly benefits $ 3,390,483 $ 3,284,110 b. Lump -sum benefits 657,875 751,899 c. Total $ 4,048,358 $ 4,036,009 5. Expenses a. Investment -related $ 86,014 $ 19,874 b. General administrative 76,538 81,005 c. Total $ 162,552 $ 100,879 Total Deductions $ 4,210,910 $ 4,136,888 Net Increase in Assets $(3,041,801) $ 4,606,346 Market Value of Assets (Plan Net Position) Beginning of Year $71,018,518 $66,412,172 End of Year $67,976,717 $71,018,518 Rate of Return Net of All Expenses (4.73)% 6.51% Net of Investment -Related Expenses (4.62)% 6.63% Gross (4.50)% 6.66% Investment -Related Expenses 0.12% 0.03% $tJDD AND WISDtiM, INC. PAGE 18 DENTON FIREMEN's IZEELEE ACTUARIAL, VALUATION AND RETIREAIENT FUND As DE DECEMBER 31, 2015 Exhibit 6 Development of Actuarial Value of Assets Calculation of Actuarial Investment Gain/(Loss) Based on Market Value for Plan Years Ending December 31 in Future Years 2015 2014 2013 2012 1. Market Value of Assets as of Beginning of Year $71,018,518 $66,412,172 $57,714,227 $54,200,861 2. Firefighter Contributions 1,803,064 1,745,419 1,718,094 1,645,996 3. City Contributions 2,567,219 2,566,875 2,598,419 2,332,743 4. Benefit Payments and Administrative Expenses' 5. Expected Investment ReWM2 (4,124,896) 4,979,885 (4,117,014) 4,655,687 (4,680,412) 4,027,475 (4,396,664) 3,779,680 6. Expected Market Value of Assets as of End of Year 76,243,790 71,263,139 61,377,803 57,562,616 7. Actual Market Value of Assets as of End of Year 67,976,717 71,018,518 66,412,172 57,714,227 5,034,369 8. Actuarial Investment Gain/(Loss) (8,267,073) (244,621) 151,611 9. Market Value Rate of Return Net of Expenses (4.62)% 6.63% 15.75% 7.28% 10. Rate of Actuarial Investment Gain/(Loss) (11.62)% (0.37)% 8.75% 0.28% Administrative expenses are included for 2014 and 2015 because the investment return assumption was net of investment -related expenses for those years. In 2012 and 2013, the investment return was net of all expenses. Assuming uniform distribution of contributions and payments during the plan year; actuarially assumed investment retain was 7.00% in all years. Deferred Actuarial Investment Gains/Losses to be Recognized in Future Years Investment Deferral Deferred Gain/(Loss) Plan Year Gain/(Loss) Percentage as of 12/31/2015 2015 $(8,267,073) 80% $ (6,613,658) 2014 (244,621) 60% (146,773) 2013 5,034,369 40% 2,013,748 2012 151,611 20% 30,322 Total I I I $ (4,716,361) RUDD AND WISDOM, INC. PAGE 19 Actuarial Value of Assets as of December 31, 2015 11. Market Value of Assets as of December 31, 2015 $ 67,976,717 12. Deferred Gain/(Loss) to be Recognized in Future (4,716,361) 13. Preliminary Value (Item 12 — Item 13) $ 72,693,078 14. Corridor for Actuarial Value of Assets a. 90% of Market Value as of December 31, 2015 (minimum) $ 61,179,045 b. 110% of Market Value as of December 31, 2015 (maximum) $ 74,774,389 15. Actuarial Value as of December 31, 2015 $ 72,693,078 16. Write Up/(Down) of Assets (Item 15 — Item 11) $ 4,716,361 RUDD AND WISDOM, INC. PAGE 19 DENTON I' IREMEN's RELIEF ACTUARIAL VALUATION AND RETIREAIENT FUND As of DECEMBER 31, 2015 Exhibit 7 Historical Comparison of Market and Actuarial Value of Assets (Valuation as of December 31) $ in Millions 75 70 65 60 55 50 45 40 35 12/31/2007 12/31/2009 12/31/2011 12/31/2013 12/31/2015 w.- Market Value Actuarial Value RUDD AND WISDOM, INC. PAGE 20 DENTON I' LREMEN's RELIEF ACTUARIAL VALUATION AND RETIREAIENT FUND A8 DE DECEMBER 31, 2015 Exhibit 8 Comparison of Market Value Asset Allocation as of the Prior and Current Actuarial Valuation Dates December 31, 2013 Altematives 9% Fixed Income 29% Cash & Equivalent 7% Equities 55% December 31, 2015 Altematives 17% Fixed Income 17% Cash aL Equivalent 12% Equities 54% RUDD AND WISDOM, INC. PAGE 21 AND RiTIREMENF, FuND AS OF DECEMBER 31, 2015 Exhibit 9 Actuarial Methods and Assumptions A. Actuarial Methods 1. Actuarial Cost Method The Entry Age Actuarial Cost Method is an actuarial cost method in which the actuarial present value of projected benefits of each active firefighter included in the valuation is allocated as a level percentage of compensation between age at hire and assumed termination. Each active firefighter's normal cost is the current annual contribution in a series of annual contributions which, if made throughout the firefighter's total period of employment, would fund his expected benefits. Each firefighter's normal cost is calculated to be a constant percentage of his expected compensation in each year of employment. The normal cost for the fund is the sum of the normal costs for each active firefighter for the year following the valuation date. The normal cost as a percent of payroll reflects that contributions are made biweekly. The fund's actuarial accrued liability is the excess of the actuarial present value of projected benefits over the actuarial present value of all future remaining normal cost contributions. The unfunded actuarial accrued liability (UAAL) is the amount by which the actuarial accrued liability exceeds the actuarial value of assets. The UAAL is recalculated each time a valuation is performed. Experience gains and losses, which represent deviations of the UAAL from its expected value based on the prior valuation, are determined at each valuation and are amortized as part of the newly calculated UAAL. 2. Amortization Method The UAAL is assumed to be amortized with level percentage of payroll contributions (total assumed contribution rate less normal cost contribution rate) based on assumed payroll growth of 3% per year. The actuarial determination of the amortization period reflects that contributions are made biweekly. 3. Actuarial Value of Assets Method All assets are valued at market value with an adjustment made to uniformly spread actuarial gains or losses (as measured by actual market value investment return vs. expected market value investment return) over a five-year period. The total adjustment amount shall be limited as necessary such that the actuarial value of assets shall not be less than 90% of market value nor greater than 110% of market value. See Exhibit 6. $tJDD AND WISDtiM, INC. PAGE 22 AND RiTIREMENF, FtJND AS OF DECEMBER 31, 2015 B. Actuarial Assumptions As a part of each actuarial valuation, we review the actuarial assumptions used in the prior actuarial valuation. The investment return assumption is reviewed using the building block approach that includes several asset allocations, assumed real rates of return for each asset class, an assumed rate of investment -related expenses, and an assumed rate of inflation, with all assumptions for the long-term future. Our economic assumptions are influenced both by long-term historical experience and by future expectations of investment consultants and economists, but we select the economic assumptions and discuss them with the board before completing the actuarial valuation. We review the termination and retirement experience since the prior valuation and periodically look back more than two years. We also periodically review the average salaries by years of service to get insights into the promotion, step, and longevity compensation patterns for the purpose of reviewing our compensation increase assumption. For the mortality assumptions, we use an appropriate published mortality table with projections for improvement beyond the valuation date. We are guided in our review and selection of assumptions by the relevant actuarial standards of practice. As a result of our review, we have selected actuarial assumptions we consider to be reasonable and appropriate for the fund for the long-term future. 1. Investment Return 6.75% per year net of investment -related expenses. 2. Inflation 2.5% per year included in compensation increases and investment return assumptions. 3. Mortalitv Rates RP -2000 Combined Healthy Mortality Table projected to 2024 for males and for females (sex distinct) for all three types of mortality: pre -retirement, post- retirement, and post -disability. 4. Compensation Increases General increases of 3% per year (2.5% inflation plus 0.5% productivity) in addition promotion, step, and longevity increases that average 1.98% per year over a 30 -year career. See Exhibit 10. $tJDD AND WISDtiM, INC. PAGE 23 AND RiTIREMENF, FtJND AS OF DECEMBER 31, 2015 5. Retirement Rates Age Rate per Year for Firefighters Eligible to Retire 50-53 5% 54-58 15 59-61 30 62-64 50 65 100 The average expected retirement age for firefighters under age 50 based on these rates is 57.0. 6. RETRO DROP Election a. Percent of firefighters eligible electing RETRO DROP: 100% of service retirements eligible to elect at least a 12 -month lump sum. b. Months assumed for lump sum: Maximum they are eligible for, up to 48 months. 7. Withdrawal Rates See Exhibit 10. 8. Disability Rates See Exhibit 10. 9. Reduction in Benefit after 2�/z Years of Disability Retirement 45% weighted average reduction in benefit. 10. Percent Married 90% of the firefighters are assumed to be married at retirement, disability, or death while employed, with male firefighters having a spouse two years younger and female firefighters having a spouse two years older. We use actual spouse data once a monthly benefit is being paid. $tJDD AND WISDtiM, INC. PAGE 24 AND RiTIREMENF, FtJND AS OF DECEMBER 31, 2015 11. Payment Form for Retirement Benefits Due to Service Retirement, Disability Retirement, or Vested Termination • Joint and 2/3 to surviving spouse for the 90% assumed to be married • Life annuity for the 10% assumed to be single To the extent optional forms of payment are elected and the amounts are determined under an actuarial basis which differs from the basis used in the valuation, actuarial gains or losses will occur. These gains or losses are expected to be very small and will be recognized through the valuation process for those retiring since the prior valuation who made an optional election. 12. Surviving Child's Death Benefit None are assumed as a result of future deaths. 13. Firefighters' Contribution Rate 12.60% of covered pay. 14. City's Assumed Average Contribution Rate 15.50% of covered payroll. 15. Covered Payroll for First Year Following Valuation Date Actual (or annualized) pay for 2015 with an adjustment of 1.5% for each firefighter to reflect the net effect of (a) the variable pay increases effective in April 2016 and (b) the expectation that overtime would be lower in 2016 than it was in 2015. 16. General Administrative Expenses The expenses paid by fund assets for other than investment -related expenses are assumed to be 0.55% of payroll. The normal cost rate as a percent of payroll is assumed to be 0.55% of payroll higher to reflect these expenses. $tJDD AND WISDtiM, INC. PAGE 25 FINNUMFUMMMIMM AcF'UA1UAL VALUATION AND FJ-,'I'IIZI-,MEN'I'FtJND AS OF DECEMBER31,201S Exhibit 10 Disability and Withdrawal Rates per 1,000 Active Members Compensation Increases by Years of Service Disability Rates Withdrawal Rates Compensation Increases Years of Years of Increase Attained Age Rate Service Rate Service Percent 20 0.14 0 60 1 9.18% 21 0.15 1 54 2 9.18 22 0.16 2 48 3 9.18 23 0.17 3 42 4 9.18 24 0.18 4 37 5 9.18 25 0.19 5 32 6 6.09 26 0.21 6 27 7 6.09 27 0.23 7 24 8 6.09 28 0.25 8 21 9 6.09 29 0.28 9 19 10 6.09 30 0.31 10 17 11 6.09 31 0.35 11 14 12 6.09 32 0.40 12 12 13 6.09 33 0.45 13 11 14 6.09 34 0.49 14 10 15 6.09 35 0.52 15 9 16 3.00 36 0.54 16 9 17 3.00 37 0.57 17 8 18 3.00 38 0.62 18 8 19 3.00 39 0.73 19 8 20 3.00 40 0.92 20 & Over 0 21 3.00 41 1.14 22 3.00 42 1.32 23 3.00 43 1.48 24 3.00 44 1.73 25 3.00 45 2.09 26 3.00 46 2.55 27 3.00 47 2.98 28 3.00 48 3.34 29 3.00 49 3.62 30 3.00 50 3.79 31 & Over 3.00 51 3.92 52 4.04 53 4.24 54 4.56 55 & Over 0.00 RUDD AND WISDOM, INC. PAGE 26 AND RiTIREMENF, FuND AS OF DECEMBER 31, 2015 Exhibit 11 Definitions 1. Actuarial Accrued Liability That portion, as determined by the particular actuarial cost method used, of the Actuarial Present Value of future pension plan benefits as of the Valuation Date that is not provided for by the Actuarial Present Value of future Normal Costs. 2. Actuarial Assumptions Assumptions as to the occurrence of future events affecting pension costs, such as: mortality, termination, disablement and retirement; changes in compensation; rates of investment earnings and asset appreciation; and other relevant items. 3. Actuarially Equivalent Of equal Actuarial Present Value, determined as of a given date with each value based on the same set of Actuarial Assumptions. 4. Actuarial Gain (Loss) A measure of the difference between actual experience and that expected based on the Actuarial Assumptions during the period between two Actuarial Valuation dates, as determined in accordance with the particular actuarial cost method used. 5. Actuarial Present Value The value of an amount or series of amounts payable or receivable at various times, determined as of a given date (the Valuation Date) by the application of the Actuarial Assumptions. 6. Actuarial Valuation The determination, as of a Valuation Date, of the Normal Cost, Actuarial Accrued Liability, Actuarial Value of Assets and related Actuarial Present Values for a pension plan. 7. Actuarial Value of Assets The value of cash, investments and other property belonging to a pension plan, as determined by a method and used by the actuary for the purpose of an Actuarial Valuation. RUDD AND WISDOM, INC. PAGE 27 AND RiTIREMENF, FuND AS OF DECEMBER 31, 2015 8. Entry Age Actuarial Cost An actuarial cost method under which the Actuarial Method Present Value of the Projected Benefits of each individual included in the Actuarial Valuation is allocated as a level percentage of earnings between entry age and assumed termination. The portion of this Actuarial Present Value allocated to a valuation year is called the Normal Cost. The portion of this Actuarial Present Value not provided for at a Valuation Date by the Actuarial Present Value of future Normal Costs is called the Actuarial Accrued Liability. Under this method, Actuarial Gains (Losses), as they occur, reduce (increase) the Unfunded Actuarial Accrued Liability. 9. Plan Year A 12 -month period beginning January 1 and ending December 31. 10. Normal Cost That portion of the Actuarial Present Value of pension plan benefits that is allocated to a valuation year by the actuarial cost method. 11. Projected Benefits Those pension plan benefit amounts that are expected to be paid at various future times according to the Actuarial Assumptions, taking into account such items as the effect of advancement in age and past and anticipated future qualified service. 12. Overfunded Actuarial The excess, if any, of the Actuarial Value of Assets Accrued Liability over the Actuarial Accrued Liability. 13. Unfunded Actuarial The excess, if any, of the Actuarial Accrued Liability Accrued Liability over the Actuarial Value of Assets. 14. Valuation Date The date upon which the Normal Cost, Actuarial Accrued Liability and Actuarial Value of Assets are determined. Generally, the Valuation Date will coincide with the end of a Plan Year. 15. Years to Amortize the The period is determined in each Actuarial Valuation Unfunded Actuarial as the number of years, beginning with the Valuation Accrued Liability Date, to amortize the Unfunded Actuarial Accrued Liability with a level percent of payroll that is the difference between the expected total contribution rate and the Normal Cost contribution rate. RUDD AND WISDOM, INC. PAGE 28 FWANUMURIMMIMM E crIJAWAL VALUATION AND FJ-,`FIREMEN`FFTJND AS OF DECEMBER31,201S Exhibit 12 Summary of Present Plan 1. Normal Service Retirement Monthly Benefit as a Percent of Highest 36 -Month Average Salary for Each Year of Service 2. Normal Service Retirement Eligibility (Minimum) 3. Retroactive Deferred Retirement Option Plan (RETRO DROP) (a) Earliest RETRO DROP benefit calculation date (b) Maximum RETRO DROP benefit accumulation period (c) Earliest employment termination date with maximum RETRO DROP accumulation period (d) RETRO DROP lump sum includes (i) Monthly benefits that would have been received between RETRO DROP benefit calculation date and end of month of termination of employment, (ii) accumulated contributions made by the firefighter after the RETRO DROP benefit calculation date, and (iii) no interest 2.59% Age 50 and 20 Years Age 52 and 22 Years 48 Months Age 56 and 26 Years 4. Initial Disability Retirement Monthly Benefit as a Percentage of Highest 36 -Month Average Salary (a) Minimum percentage 51.80% (b) Additional percentage for each year of service in excess of 20 years 2.59% 5. Disability Retirement Monthly Benefit for Firefighters Who Become Totally Disabled while Employed (a) For initial 30 -month period, is (i) plus (ii) if not able to perform job in fire department (i) Minimum monthly amount based on 20 years (ii) Additional monthly amount per year of service in excess of 20 years (b) Following initial 30 -month period, is the greater of (i) and (ii) (i) Initial benefit reduced by the portion of the initial benefit equal to estimated annual residual earning capacity divided by annual base earnings (ii) Initial benefit multiplied by percentage of disability (c) Upon attaining eligibility for normal retirement, the member's vested retirement benefit becomes payable if the disability benefit has been reduced or terminated RtJDD AND WISDIiM, INC. PAGE 29 AND RiTIREMENF, FtJND AS OF DECEMBER 31, 2015 6. Vested Terminated Benefit Eligibility (Benefit Deferred to Normal Retirement Age) 10 Years 7. Surviving Spouse's Monthly Death Benefit as a Percent of Highest 36 -Month Average Salary for Each Year of Service for Death while an Active Firefighter (a) Minimum percentage 34.53% (b) Additional percentage for each year of service in excess of 20 years 1.73% 8. Surviving Spouse's Monthly Death Benefit as a Percent of Highest 36 -Month Average Salary for Each Year of Service for Death while Eligible to Retire as an Active Firefighter 2.59% x 96% 9. Surviving Children's Monthly Benefit as a Percent of Surviving Spouse's Benefit (a) When the spouse is receiving a benefit, for each child 20% (b) When the spouse is not receiving a benefit or there is no spouse 100% 10. Contributions as a Percent of Payroll by: (a) Firefighters 12.60% (b) Assumed average for City of Denton 15.50% 11. The normal form of annuity payment at retirement is a Joint and Two -Thirds to Surviving Spouse, and payment is the first day of each month. 12. A Social Security Leveling Option optional form of payment is available to firefighters eligible for a service retirement benefit and to surviving spouses of firefighters who die while employed where the surviving spouse is between ages 45- 60. A Joint and 100% to Surviving Spouse Optional form of payment and a Joint and 50% to Surviving Spouse are also available to firefighters eligible for a service retirement benefit. 13. Salary used to determine the Highest 36 -Month Average Salary includes all elements of pay except for (a) lump sum distributions upon termination for unused sick leave or vacation and (b) overtime pay earned after June 13, 2007 for special deployments in excess of $2,000 per biweekly pay period. The average is based on the highest consecutive 78 biweekly pay periods during active participation in the fund. 14. Refund of firefighters' accumulated contributions without interest will be made to firefighters who terminate employment and either are not eligible for any other benefit from the fund or request a refund from the fund. 15. A lump sum death benefit will be payable upon the death of a participating member of the fund in an amount equal to the current annual salary of the participating member. $tJDD AND WISDtiM, INC. PAGE 30 DENTON FIREMEN'S RELIEF AND RETIREMENT FUND PO BOX 2375 DENTON, TX 76201 Date: May 9, 2017 To: Honorable Mayor and Members of the Denton City Council From: Derek Oswald, Chairman of the Denton Firemen's Relief and Retirement Fund Copy: Todd Hileman, City Manager Bryan Langley, Deputy City Manager Jon Fortune, Assistant City Manager Robin Paulsgrove, Fire Chief Denton Firemen's Relief and Retirement Fund Board Members Subject: Funding Policy for the Denton Firemen's Relief and Retirement Fund (DFRRF) As you know, the current Meet and Confer contract with the Denton Firefighters Association includes a provision related to the funding methodology for the DFRRF. Specifically, Article 12 of the agreement states: "Each successive year of the Agreement, the City shall continue to apply the same contribution level, including any increase or decrease, toward the Firemen's Retirement and Relief Fund to match the City's actual contribution rate to the Texas Municipal Retirement System for that calendar year." In our judgement, this funding arrangement has proved to be beneficial to both the City of Denton and the DFRRF. The City has been able to accurately predict its pension costs, and the DFRRF has received similar treatment to the other City of Denton employees that are in the Texas Municipal Retirement System (TMRS). While this funding methodology has worked well over the past few years, this arrangement now needs to be modified due to changing demographics and the current investment climate. The primary reason for this change is that the City's TMRS contribution is declining as a percentage of payroll due to growth in the municipal workforce. In addition, the recently updated DFRRF actuarial study is recognizing the investment reality of lower returns over time. The DFRRF needs a contribution from the City which is decoupled and independent of TMRS. This funding arrangement should be based upon the unique actuarial and workforce demands of the Fire Department instead of amount which is tied to TMRS. Due to these issues, the DFRRF Board voted in favor of a revised funding methodology on May 9, 2017. Specifically, the Board is requesting that the pension funding formula be based on the following considerations: 1) The DFRRF will develop and adopt a funding policy which achieves a 100% funding ratio over a closed 25 year amortization period. 2) Based on this goal, an actuarial analysis will be performed every two years, and the City's contribution rate required to achieve this objective will be calculated. 3) No benefit enhancements will be approved by the Board unless the 100% funding ratio has been achieved, or if the funding ratio is less than 100%, the Board has received the written consent of the City Council. 4) The investment rate of return assumption will be conservatively estimated depending upon investment expectations (currently 6.75%). 5) If the performance of the DFRRF exceeds expectations, the initial rate of contributions as a percentage of payroll by the City of Denton will not be reduced until the amortization period is 20 years or less. In other words, any actuarial gains will be used to pay down unfunded liabilities rather than reducing the contribution rate during the first 5 years of the amortization period. 6) The City of Denton will have the right to review the actuarial estimates and actuarial valuation report, and if the City finds these estimates to be unreasonable, it may request changes to the funding agreement. 7) Future City contribution rates will be calculated to achieve the above specific actuarial benchmarks and may increase or decrease based on actual results of the DFRRF plan. According to the DFRRF actuarial firm, Rudd and Wisdom, Inc., the City would need to contribute 18.5% of payroll to amortize the current unfunded liability over a 25 year period. Over the past twelve months (April 1, 2016 to March 31, 2017), the City's contribution rate into the DFRRF has averaged 17.43%, or $2.8 million. If the rate was increased to the 18.5% as proposed, this would represent approximately $173,152 in additional costs to the City on annual basis. However, if the City were to add six additional firefighters in 2018 and nine more in 2021 for planned service enhancements, the actuary estimates that the contribution rate would be 18%, about $92,322 more than the current contribution on an annual basis. Therefore, the City's total contribution is expected to be between 18% and 18.5% of payroll for the next several years, or between $92,322 to $173,152 more than what is currently contributed on an annual basis depending upon growth and actuarial experience. While this cost is higher than what is currently paid, the DFRRF Board believes that this funding arrangement will benefit the firefighters and City jointly by providing a reasonable and sustainable plan to reduce liabilities over time. By working as partners, the DFRRF and City will deliver a competitive retirement program for firefighters while protecting the long-term financial future of the taxpayers in our community. As such, the DFRRF respectfully requests that the City of Denton amend the Meet and Confer agreement with the Firefighter Association to allow for the contribution arrangement outlined above. I very much appreciate your consideration, and I would be glad to meet with you or management to discuss this request in further detail. Respectfully, Derek Oswald Chairman, Denton Firemen's Relief and Retirement Fund Richards, Karisa L. From: Ballard, Jason S Sent: Tuesday, May 30, 2017 9:10 PM To: Watts, Chris; Gregory, Dalton R; Bagheri, Sara; Briggs, Keely G; Hudspeth, Gerard; Ryan, John; Wazny, Kathleen Cc: Hileman, Todd; Langley, Bryan; Paulsgrove, Robin F.; Oswald, Derek T.; Reeder, David C.; Manes, Donald S. Subject: Denton Fireman's Relief and Retirement Fund (DFRRF) 0 May 30, 2017 Honorable Mayor and Members of the City Council, You have all received a letter from the Denton Firemen's Relief and Retirement Fund (DFRRF), in regards to the funding policy outlined in Article 12 of the current Meet and Confer agreement, between the Denton Fire Fighters Association (DFFA) and the City of Denton. Article 12 has been a very important component of this Agreement, and has proven to be beneficial in ensuring that fire fighters have received similar treatment along with those employees that take part in TMRS, when it comes to pension costs. While the funding methodology has been working very well, due to the current investment climate and changes within the TMRS system, it is the recommendation of the DFRRF Pension Board that a change to Article 12 needs to take place now, and not wait for our next contract negotiations in 2019, allowing for a contribution rate from the city which is "decoupled and independent of TMRS". It is the request of the DFFA to work with city administration in formulating a Memorandum of Understanding (MOU), allowing for language change in Article 12 of the current Meet and Confer Agreement, which accurately reflect a city contribution rate based upon the unique actuarial and workforce demands of the Fire Department instead of an amount tied to TM IRS. Respectfully, Jason S. Ballard President Denton Fire Fighters Association IAFF Local 1291 cc: Todd Hileman, City Manager Bryan Langley„ Deputy City Manager Robin Paulsgrove, Fire Chief DFRRF Board Members ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AN AGREED AMENDMENT TO ARTICLE 12 OF THE EXISTING MEET AND CONFER AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON FIRE FIGHTERS ASSOCIATION, RELATING TO THE FUNDING OF FIRE PENSIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, after negotiations among administrative representatives from the City Manager's Office, the Denton Firemen's Relief and Retirement Fund Board, and the Denton Fire Fighters Association, the proposed amendment to Article 12 of the current Meet and Confer agreement between the City of Denton and the Denton Fire Fighters Association (the "Agreement") was reached, relating to the funding of fire pensions; and WHEREAS, the proposed Agreement has already been reviewed and formally approved by vote of the Denton Fire Fighters Association and the Denton Firemen's Relief and Retirement Fund Board; 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 attached Agreement, in substantially the form of the agreement attached hereto and made a part of this ordinance for all purposes. SECTION 2. 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 APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: /s/ Jerry E. Drake. Jr. Addendum to Meet and Confer Agreement Between the City of Denton and Denton Fire Fighters Association, UFF Local 1291 This addendum constitutes a written agreement in accordance with sec. 142.117, and preempts, to the extent of any conflict, all contrary state statutes, local ordinances, executive orders, civil service provisions, and rules adopted by the head of the fire department and the City of Denton, and by any division or agent of the City, such as a personnel board or a civil service commission, including the Denton Firemen's Relief and Retirement Fund (DFRRF), including but not limited to Article 6243e, Vernon Texas Civil Statutes and Texas Government Code Title 8, Subtitle A. Additionally, this addendum includes the DFRRF to the extent necessary to accomplish the objectives stated herein. Therefore, by agreement of the parties, Article 12 of the Meet and Confer Agreement is hereby replaced in its entirety by the following: Article 12 Pension Section 1. It is the intent of the parties to develop and adopt a funding policy for the Fund which achieves a 100% funding ratio over a closed 25 -year amortization period. Section 2. The City will increase its current contribution level to the DFRRF to 18.5% of compensation beginning with the first pay period after the effective date of this agreement. Each year of this agreement, the City's contribution level will be based on an actuarial study which calculates the rate needed to amortize all unfunded liabilities over the 25 year closed amortization period. However, the contribution rate will not be lowered based upon actuarial experience until the amortization period is 20 years or less. Section 3. The DFRRF will commission an actuarial analysis every two years, commencing with a valuation as of December 31, 2017, to determine the contribution level required to achieve a 100% funding ratio over a closed 25 -year amortization. The City will review the actuarial report, and if the report and contribution level is determined to be reasonable, the City Council will formally approve the actuarial report. The City's contribution rate will then be adjusted to this level on October 1' of the subsequent fiscal year following the submission of the analysis. Any change to the contribution level is subject to final approval by the City, but in no event will the contribution level be less than the City's actual contribution rate to the Texas Municipal Retirement System for that fiscal year, nor shall it fall below the minimum rate established under Article 6243e, Sec. 29(b), Vernon Texas Civil Statutes. If the contribution rate is set at the Texas Municipal Retirement System for any fiscal year, then the actuarial analysis will be commissioned for the following fiscal year, and then resume its biennial schedule. If the City Council does not approve the actuarial report, the City and the DFRRF mutually agree to discuss potential changes which would satisfy any deficiency. However, any additional analysis or reports required by the actuarial firm will be paid by the City. Section 4. The DFRRF agrees that it will not approve any benefit enhancements during the term of the current Meet and Confer agreement which expires on September 30, 2019, and may be mutually extended by all parties. Section 5. The parties will utilize an investment rate of return assumption of no greater than 6.75%. Section 6. If the performance of the Fund exceeds expectations, the contribution rates will not be reduced until the amortization period is 20 years or less. In other words, any actuarial gains will be used to pay down unfunded liabilities rather than reducing the contribution rate during the first 5 years of the amortization period. Section 7. This addendum does not modify any other provision of the meet and confer agreement except those specifically modified herein. Section 8, This addendum shall become effective when finally approved by all parties, and shall run through the term of the current Meet and Confer Agreement, or September 30, 2019, and may be mutually extended by all parties. Approved at a duly called meeting of the City Council on December 5, 2017. IM Todd Hileman, City Manager Approved at a duly called meeting of the Denton Firemen's Relief and Retirement Fund on November 15, 2017. BCdL2i erek Oswald, Chairman Ratified by the Denton Fire Fighters Association, IAFF Local 1291 on November 18, 2017. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEYPIN Legislation Text File #: ID 17-1677, Version: 1 AGENDA CAPTION Continue to consider adoption of an ordinance authorizing a development agreement between the City of Denton and DW Carmel, LLC (the "Developer"); providing for the payment by the Developer to the City of Four Hundred Thousand Dollars and No Cents ($400,000.00) for the City to construct the balance of the Edwards Road perimeter paving improvements required by Phase 5A and 5B of the Villages of Carmel addition (s) to the City of Denton, as Developer's contribution; authorizing the City Manager to execute the agreement; and providing for an effective date. (Edwards Road paving improvements - Villages of Carmel subdivision) [Originally posted as File ID 17-1402 and considered on November 7, 2017] City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton _ city Hale 41"I&IMMM215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Capital Projects CM/ DCM/ ACM: Mario Canizares DATE: December 5, 2017 SUBJECT Continue to consider adoption of an ordinance authorizing a development agreement between the City of Denton and DW Carmel, LLC (the "Developer"); providing for the payment by the Developer to the City of Four Hundred Thousand Dollars and No Cents ($400,000.00) for the City to construct the balance of the Edwards Road perimeter paving improvements required by Phase 5A and 5B of the Villages of Carmel addition(s) to the City of Denton, as Developer's contribution; authorizing the City Manager to execute the agreement; and providing for an effective date. (Edwards Road paving improvements - Villages of Carmel subdivision) [Originally posted as File ID 17-1402 and considered on November 7, 2017] BACKGROUND The Villages of Carmel ("VOC") is a large, multi -phased, single-family residential development, generally located north of Pockrus Page Road, south of Edwards Road, East of Mayhill Road and west of Swisher Road. Since the 2005 onset of the overall subdivision, there have been several discrete development entities involved, such as Holigan Land Development, Ltd; VOC1B LLC; Hmh Lifestyles, L.P.; and DW Carmel, LLC (Phase 5A and 513, the final phases), being located along Edwards Road, south side. When the Final Plat for Phase 5A was formally approved by the City (September 16, 2015), the related public improvements required to be installed by the Developer included rebuilding and widening a portion of Edwards Road along the Phase 5A frontage, in accordance with Denton Development Code perimeter paving requirement. The Developer's construction plans for 5A detailed an asphalt street section, 25 feet in width by approximately 640 feet of frontage length. The Parks Department desires to purchase the 6.4 -acres on the southwest corner of Edwards Road and Swisher Road, which is currently owned (but not platted) by the developer. If purchased on its own and in its unplatted state, the Parks Department would be responsible for improvements along Edwards Road (for a total of about 400 -feet). The developer has agreed to construct the portion of Edwards Road that would be the Parks responsibility while constructing the developer's required segment of Edwards Road. The developer also agreed to absorb the Park's platting costs through the platting of the Villages of Carmel Phases 5A and 5B. The developer further agreed to sell the park property at a discounted rate to the City (current value $53,700/acre, agreed sale price is $43,488/acre). Additionally, the future alignment of Post Oak road is being dedicated by the developer. Being that there is no guarantee that Post Oak will be constructed within a specific time frame, consideration is given to the Post Oak dedication as it effectively bisects the developer's tract and makes the portion (3.85 -acres) undevelopable. Under other circumstances, this property would be acquired at fair market value upon initiation of a City capital improvement project. Construction costs for both the City obligated and developer obligated portion of Edwards Road is anticipated to be $475,000 if the City has the work done through an existing City contract. As part of the recent agreement on the sale of the park property, the developer is asking for a credit of his impact fees and a cost participation for the construction of the road in the amount of $75,000 in exchange for a developer's cost participation of $400,000. Staff recommends reconsideration of this proposal as the net value of the Post Oak ROW and Parks Property exceeds the requested City financial participation. Approval of the Development Agreement provides for an expedited asphalt rebuild construction schedule of the outstanding segment of Edwards Road (approximately 1,670 linear feet) and also provides for a near- term closing and funding event for the above cited 6.394 acre Park Tract purchase (Lot 1, Block KK). OPTIONS 1. Approve the proposed Ordinance. 2. Decline to approve the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION Recommend approval of the Ordinance. ESTIMATED SCHEDULE OF PROJECT If ordinance is approved, City to proceed with construction start of Edwards Road, June 2018, to coincide with Denton I.S.D. summer recess. PRIOR ACTION/REVIEW (Council, Boards, Commissions) P&Z approval of the Final Plat of Villages of Carmel — Phase 5A - September 16, 2015. P&Z approval of the Final Plat of Villages of Carmel — Phase 5B - April 13, 2016. City Council considered this ordinance on November 7, 2017 — Motion to Postpone was made and passed FISCAL INFORMATION 2014 Bond — Edwards Road Improvements ($65,000 remaining), with any shortfall to come out of the Street Fund annual operating budget. 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: 2.1 Continuously improve the quality of City roadways EXHIBITS m°u SIV. m� m°u Parks Tract (6.4-acres) $ 278,325.00 $ 343,680.00 $ 65,355.00 Post Oak Road ROW $ - $ 167,706.00 $ 167,706.00 Edwards Road Construction $ 475,000.00 $ 400,000.00 $ (75,000.00) Total Net Savin s to Ci $ 158, 061.00 Construction costs for both the City obligated and developer obligated portion of Edwards Road is anticipated to be $475,000 if the City has the work done through an existing City contract. As part of the recent agreement on the sale of the park property, the developer is asking for a credit of his impact fees and a cost participation for the construction of the road in the amount of $75,000 in exchange for a developer's cost participation of $400,000. Staff recommends reconsideration of this proposal as the net value of the Post Oak ROW and Parks Property exceeds the requested City financial participation. Approval of the Development Agreement provides for an expedited asphalt rebuild construction schedule of the outstanding segment of Edwards Road (approximately 1,670 linear feet) and also provides for a near- term closing and funding event for the above cited 6.394 acre Park Tract purchase (Lot 1, Block KK). OPTIONS 1. Approve the proposed Ordinance. 2. Decline to approve the proposed Ordinance. 3. Table for future consideration. RECOMMENDATION Recommend approval of the Ordinance. ESTIMATED SCHEDULE OF PROJECT If ordinance is approved, City to proceed with construction start of Edwards Road, June 2018, to coincide with Denton I.S.D. summer recess. PRIOR ACTION/REVIEW (Council, Boards, Commissions) P&Z approval of the Final Plat of Villages of Carmel — Phase 5A - September 16, 2015. P&Z approval of the Final Plat of Villages of Carmel — Phase 5B - April 13, 2016. City Council considered this ordinance on November 7, 2017 — Motion to Postpone was made and passed FISCAL INFORMATION 2014 Bond — Edwards Road Improvements ($65,000 remaining), with any shortfall to come out of the Street Fund annual operating budget. 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: 2.1 Continuously improve the quality of City roadways EXHIBITS 1. Agenda Information Sheet 2. Location Map 3. Site Map 4. Ordinance Respectfully submitted: Galen Gillum Director of Capital Projects Prepared by: Jim Jenks Interim Manager Engineering Development Review Division Paul Williamson Real Estate Manager Village of Carmel - Phase 5 A&B Site Map Edwards Road 1,670 Linear Feet Perimeter Paving Post Oak Bridge Phase5A Park Land Street ROW Dedications yyyyyyyyyyyyyyy, Phase 5B Remainder Future Post Oak Blvd Upland Habitat I'lll�, 6.4 Acre Park Purchase Tract EXHIBIT 4 attachment to AIS S:ALegal\Our Documents\Ordinances\17\Ordinance - Villages of Carmel Edwards Road Development Agmt.doex ORDINANCE NO. 2017 - AN ORDINANCE AUTHORIZING A DEVELOPMENT AGREEMENT BETWEEN THE CITY OF DENTON AND DW CARMEL, LLC (THE "DEVELOPER"); PROVIDING FOR THE PAYMENT BY THE DEVELOPER TO THE CITY OF FOUR HUNDRED THOUSAND DOLLARS AND NO CENTS ($400,000.00) FOR THE CITY TO CONSTRUCT THE BALANCE OF THE EDWARDS ROAD PERIMETER PAVING IMPROVEMENTS REQUIRED BY PHASE 5A AND 5B OF THE VILLAGES OF CARMEL ADDITION(S) TO THE CITY OF DENTON, AS DEVELOPER'S CONTRIBUTION; AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT; AND PROVIDING FOR AN EFFECTIVE DATE. (EDWARDS ROAD PAVING IMPROVEMENTS — VILLAGES OF CARMEL SUBDIVISION) WHEREAS, the City Council of the City of Denton hereby finds that the Development Agreement (the "Agreement") between the City of Denton and DW Carmel, LLC (the "Developer") providing for payment by Developer to City of $400,000.00 for the City to construct approximately 1,670 linear feet of the perimeter paving improvements required for the Villages of Carmel, Phase 5A and 513, serves a municipal and public purpose and is in the public interest; and WHEREAS, the City of Denton and Developer have negotiated the Agreement for the mutual benefit of the parties and the general public, a copy of which is attached hereto as Exhibit "A" and made a part hereof by reference; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON ORDAINS: Section I. The City Council finds that the recitals made in the preamble of this Ordinance are true and correct, and incorporates such recitals into the body of this ordinance as if copied in their entirety. Section II. The City Manager, or his designee, is hereby authorized to execute the Agreement and to carry out the duties and responsibilities of the City under the Agreement. Section III. This Ordinance shall become effective immediately upon its passage. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY ad APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: Exhibit "A" to Ordinance DEVELOPMENT AGREEMENT BETWEEN CITY OF DENTON AND DW CARMEL, LLC This Development Agreement (this "Agreement") is made and entered into as of the of , 2017 (the "Effective Date"), by and between the City of Denton, Texas, a Texas Municipal Corporation (the "City"), and DW Carmel, LLC, a Texas limited liability company, whose principle place of business is located at 5305 Village Creek Drive, Plano, Texas 75093 ("Developer"). The City and Developer are sometimes hereinafter referred to individually as "Party", and collectively as the "Parties". WHEREAS, Sec. 212.071 of the Tex. Loc. Gov't Code authorizes the City to enter into a written agreement with a developer of a subdivision or land in the city to construct public improvements related to the development of the land and to participate in the cost related to same; and WHEREAS, Developer is developing a residential subdivision by the name of Villages of Carmel located generally North of Pockrus Page Road, South of Edwards Road, East of Mayhill Road and West of Swisher Road in the City of Denton, Denton County, Texas (the "Development"); and WHEREAS, the Development has been and continues to be constructed in several phases, namely Phase 1, 2, 2A, 213, 2C, 2D, 3, 4A, 413, 5A and 513 ("Phases"), and the Developer elected to phase its perimeter street requirements so that the perimeter paving improvements adjacent to each phase would be completed as each phase is platted pursuant to Sec. 35.20.2.L.3.c. of the Denton Development Code; and WHEREAS, Phase 5A and Phase 513 of the Development (the "Property"), which Final Plats are attached as Exhibit A hereto and incorporated herein, are directly adjacent to Edwards Road, which is an unimproved perimeter street ultimately designated as a Commercial Mixed -Use Collector (73 -foot total right-of-way width), so that a minimum of 36.5 -ft from the centerline of the street to property line of Phase 5A and Phase 513 would be required to be dedicated as Right -of -Way along the Phase 5A and Phase 513 frontage, and 25 -feet in width of asphalt pavement (including concrete curb and gutter), 8 -feet in width of sidewalk, and related drainage improvements would be required to be constructed from the eastern edge of the Development's Phase 2C up to the Swisher Road and Edwards Road Intersection ("Edwards Improvements"); and WHEREAS, TXDOT closed the Post Oak Road overpass at I -35E for improvements, resulting in a temporary increase in traffic along Edwards Road (the "TXDOT _Improvements"), shortly after the approval of the Phase 5A plat on or about September 16, 2015; and, the Director of Engineering Services determined that for public safety and traffic efficiencies, the Edwards Improvements should not be constructed at the same time as the TXDOT Improvements because at least one street needed to be kept open for traffic flow to and from the Development and for benefit of City of Denton emergency services response timing to areas east of the Development; and Page 1 of 8 WHEREAS, the parties have agreed to the City's purchase of approximately 6.394 acres of the Development from the Developer for the amount of $278,325.00 dollars, the purchase of which being approved by the City on May 3, 2016, via Ordinance 2016-134, being the prospective purchase of Lot 1, Block KK, of the Villages of Carmel Phase 513, an approved but yet to be recorded pending subdivision plat within the City of Denton, Texas (the "City Purchase Tract"), which Sales Contract is attached hereto as Exhibit B and incorporated by reference herein; and WHEREAS, the Sales Contract requires that a Final Plat for the Development, Villages of Carmel Phase 513, would be filed of record in the Real Property Records of Denton County, Texas within six (6) months of the Effective Date of the Sales Contract, and that the plat would conform with a Memorandum of Understanding between the parties dated July 31, 2015 (the "MOU"), which MOU is attached as part of the Sales Contract under Exhibit B; and WHEREAS, the MOU requires that the Phase 5B Final Plat, Lot 1, dedicate 0.9 acre of right-of-way along Edwards and Swisher Roads, dedicate a 2.4 acre tract as "Upland Habitat Area," provide a Park Land Dedication Area on 1.2 acres, provide the extension of a 12 inch water main, and provide for the Edwards Improvements; and WHEREAS, now that the TXDOT Improvements are completed in October 2016, the Edwards Improvements still require completion; and, since the proposed City Purchase Tract is adjacent to Edwards Road and the imposition by the City of a protracted schedule delay upon Developer, impacted the construction timing of Developer's required Edwards hnprovements, the City wishes to participate in the construction and cost of the Edwards Improvements under the terms and conditions as stated herein, using the Construction Plans/Design already approved for the Developer; and WHEREAS, the City has not filed the. Final Plat for Phase 5B of the development pending the execution of a "3 -way Development Agreement" to complete the construction of the Edwards Improvements; however, the parties agree that this Development Agreement will take the place of the 3 -way Development Agreement requirements for Phase 513; and WHEREAS, the Development is now subject to Roadway Impact Fees pursuant to Ordinance No. 2016-189 as of July 6, 2017, which total amount for the Collection Rate of Phases 5A and 5B for 175 Dwelling Units is approximately $350,000 (calculated by multiplying 4.9 vehicle trips per mile per dwelling unit by the Collection Rate of $408.16) ("Impact Fee Collection Rate"), where perimeter system improvements may have been required up to the Maximum Assessable Rate of approximately $1,921,657.50 absent this Agreement (calculated by multiplying 4.9 vehicle trips per mile per dwelling unit by the Maximum Assessable Roadway Impact Fee Rate of $2,241.00) ("Impact Fee Maximum Assessable Rate); and WHEREAS, the parties executed a Development Contract for Public Improvements for Phase 5A on or about October 30, 2015, which was amended on or about November 18, 2016, and which contained a proposed cost estimate for the portion of the Edwards Improvements along Phase 5A frontage of $146,667.70 by Developer, which is well under the Impact Fee Maximum Assessable Rate; and Page 2 of 8 WHEREAS, the parties agree that it would be more cost-effective, efficient, and in the overall best interests of the Parties for the City to construct the entire (Phase 5A and Phase 513) Edwards Improvements using the design and engineering for the improvements completed by the Developer in the Construction Plans, and the Developer would contribute a lump sum fee as described herein to be paid prior to construction and which would be a credit toward all of the Impact Fee Collection Rate due for Phases 5A and 513; and NOW THEREFORE, the City and Developer, in consideration of the mutual covenants and agreements of the Parties herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, agree as follows: ARTICLE I Terms 1.1 Governing Development Regulations. (a) Development of the Property shall be governed by: (i) the Final Plat(s) and construction plans; (ii) the Denton Development Code (the "DDC") in effect; and (iii) the Zoning Regulations for the Property within the City limits. These shall be hereinafter referred to collectively as the "Governing Regulations". The Governing Regulations shall control to the extent they do not conflict with the terms of this Agreement, in which case the Agreement controls. It is agreed and understood that no ordinance or regulation adopted by the City after the Effective Date shall in any manner impair Owner's rights under this Agreement provided that: (1) any ordinance or regulation exempted by Chapter 245 of the Texas Local Government Code may be enforced on the Property; and (2) ordinances or regulations adopted pursuant to a requirement of State or Federal law may be enforced on the Property. 1.2 Other City Ordinances. Except as expressly excluded or made inapplicable by the Governing Regulations or this Agreement, all other ordinances or criteria of the City shall apply to the Property. 1.3 Plat Approval. The Final Plat for Villages of Carmel Phase 5B was submitted to the City on January 6, 2016 in accordance with Sec. 35.16.12 of the Denton Development Code. The Final Plat for Villages of Carmel Phase 5B was approved by the Planning and Zoning Commission on April 13, 2016 and City staff is in possession of the fully -executed Phase 5B plat documents. Upon execution of this Agreement by the Parties, the City shall promptly file the approved Final Plat for Villages of Carmel Phase 5B in the Real Property Records of Denton County, Texas, once the payment of the lump sum fee as stated in Section 1.4 herein has been tendered to the City. 1.4 Developer's Responsibility. The Developer shall be responsible for the following: a. The Developer agrees that the City will use the Developer's construction, engineering, and design plans to construct the Edwards Improvements, and such plans will become property of the City on execution of this Agreement. Page 3 of 8 b. The Developer shall pay to the City the lump sum of Four Hundred Thousand Dollars and No Cents ($400,000.00) within thirty (30) days of the execution of this Agreement by the City, in the form of a check, certified check, cashier's check, wire transfer or other immediately available funds, for Developer's contribution to the costs of the construction for Edwards Improvements ("Developer Contribution"). This payment together with dedication of the rights-of-way for Edwards Road, Swisher Road, and Post Oak Road, by the subdivision plats of Villages of Carmel, Phases 5A and 513, will be accepted by the City as full credit against the Roadway Impact Fees due for 175 single family detached residents planned in Phases 5A and 513, in accordance with plats either currently filed or currently submitted to the City. C. The Developer is required to follow the terms of the MOU and dedicate the required right-of-way, the required Upland Habitat Area, and the required Park Land Dedication Area. d. The Developer shall be responsible for any other costs and fees associated with roadway impact fees or perimeter improvements for any subdivision phases other than Phase 5A and 513. 1.5 City's Responsibilities. The City agrees to the following: a. The City shall construct for the Developer that portion of Edwards Road described as the Edwards hnprovements in accordance with applicable Governing Regulations. b. The City agrees to obtain any necessary permits at its own expense. The City agrees to obtain any additional licenses or easements needed for the Edwards Improvements at its own expense. d. The City will participate in the costs of the installation and construction of Edwards Improvements, which increases the capacity of the roadway system to anticipate other future development in the area, based upon the difference in the Developer's Contribution and the total construction costs of installing and/or constructing the improvements, including any overages, in an amount not to exceed Five Hundred and Fifty Thousand Dollars and No Cents ($550,000,00) 1.6 Dedication of Improvements. Any easements or rights-of-way required for facilities shall be assigned and dedicated to the City, if not taken in the City's name, prior to acceptance of the improvements. 1.7 CITY SHALL NOT, IN ANY CASE, BE LIABLE FOR ANY COSTS OR DAMAGES BECAUSE OF DELAYS IN BEGINNING, CONTINUING OR Page 4 of 8 COMPLETING CONSTRUCTION; UNFORESEEN OR UNANTICIPATED COSTS OR DAMAGE DONE TO OTHER PROPERTY IN THE DEVELOPMENT DURING CONSTRUCTION; OR ANY OTHER REASON OR CAUSE, SPECIFIED OR UNSPECIFIED, RELATING TO THE CONSTRUCTION OF THE FACILITIES. THE DEVELOPER SHALL INDEMNIFY AND HOLD THE CITY, ITS OFFICERS, OFFICIALS, EMPLOYEES, AND REPRESENTATIVES HARMLESS FROM ANY AND ALL CLAIMS, DAMAGES, LOSS, OR LIABILITY OF ANY KIND WHATSOEVER, BY REASON OF INJURY TO PROPERTY OR PERSON OCCASIONED BY ANY ACT OR OMISSION, NEGLECT OR WRONGDOING OF DEVELOPER, ITS OFFICERS, AGENTS, EMPLOYEES, INVITEES, CONTRACTORS, OR OTHER PERSONS WITH REGARD TO THE PERFORMANCE OF THIS AGREEMENT, AND DEVELOPER SHALL, AT ITS OWN COST AND EXPENSE, DEFEND AND PROTECT CITY AGAINST ANY AND ALL SUCH CLAIMS AND DEMANDS. THIS AGREEMENT DOES NOT INURE TO THE BENEFIT OF ANY THIRD PARTY. 1.8 Default. Notwithstanding anything herein to the contrary, no Party shall be deemed to be in default hereunder until the passage of thirty (30) business days after receipt by such party of notice of default from the other Party. Upon the passage of thirty (30) business days without cure of the default, such Party shall be deemed to have defaulted for all purposes of this Agreement. In the event of a non -cured default, the non -defaulting Party shall have all the rights and remedies available under applicable law, including the right to institute legal action to cure any default, to enjoin any threatened or attempted violation of this Agreement, or to enforce the defaulting Party's obligations under this Agreement by specific performance, or to cancel this Agreement in whole. 1.9 Rough Proportionality. Developer stipulates to the nexus and proportionality of the public improvements made subject of this Agreement, regardless of whether they were known, quantified or anticipated at the time this Agreement was executed. ARTICLE II Miscellaneous 2.1 Amendments. This Agreement may be amended at any time by mutual written agreement of the City and Developer. 2.2 Cooperation. The Parties agree to execute and deliver all such other and further documents or instruments and undertake such other and further actions as are or may become necessary or convenient to effectuate the purposes and intent of this Agreement. 2.3 Litigation. In the event of any third -party lawsuit or other claim relating to the validity of this Agreement or any action taken by the parties hereunder, Developer and the City agree to cooperate in the defense of such suit or claim, and to use their respective best efforts to resolve the suit or claim without diminution of their respective rights and obligations under this Agreement. Page 5 of 8 2.4 Governmental Powers; Waiver of Immunity. It is understood that by execution of this Agreement, the City does not waive or surrender any of its governmental powers, immunities or rights. Nothing in this section shall waive any claims, defenses or immunities that the City has with respect to suits against the City by persons or entities not a party to this Agreement. 2.5 Applicable Law and Venue. This Agreement shall be interpreted in accordance with the laws of the State of Texas. Venue shall be in Denton County, Texas. 2.6 Attorney's Fees. If any action at law or in equity, including an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, the prevailing Party shall be entitled to recover reasonable attorney's fees from the other Party. The amount of fees recoverable under this paragraph may be set by the court in the trial of the underlying action or may be enforced in a separate action brought for that purpose, and any fees recovered shall be in addition to any other relief that may be awarded. 2.7 Notices. Any notice to be given hereunder by any Party to another Party shall be in writing and may be affected by personal delivery or by sending said notice by registered or certified mail, return receipt requested, to the address set forth below. Notice shall be deemed given when deposited with the United States Postal Service with sufficient postage affixed. Any notice mailed to the City shall be addressed to: City of Denton c/o Director of Engineering 215 E. McKinney St. Denton, Texas 76201 With a Copy to: Denton City Attorney's Office Denton City Hall Main 215 E. McKinney St. Denton, Texas 76201 Any notice mailed to Developer shall be addressed to: DW Carmel, LLC c/o 5305 Village Creek Drive Plano, Texas 7509 Any party may change the address for notice to it by giving notice of such change in accordance with the provisions of this section. 2.8 Entire Agreement. The Sales Contract notwithstanding, this Agreement, together with any exhibits attached hereto, constitutes the entire agreement between the Parties and Page 6 of 8 supersedes any prior or contemporaneous oral or written understandings or representations of the Parties with respect to the subject matter herein contained. 2.9 Severability. If any sentence, section, subsection, clause, phrase, part or provision of this Agreement be declared by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect the same shall not affect any other provisions of this Agreement as a whole, or any part thereof, other than the part declared to be invalid, illegal or unenforceable. 2.10 Interpretation. This Agreement shall be liberally construed to effectuate the purposes set forth herein and to sustain the validity hereof. Wherever required by the context, the singular shall include the plural, and the plural shall include the singular. Each defined term herein may be used in its singular or plural form whether or not so defined. 2.11 Authority. The City represents and warrants that this Agreement has been approved and duly adopted by the City Council of the City in accordance with all applicable public meeting and public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been authorized to do so. Developer represents and warrants that this Agreement has been approved by appropriate action of Developer and that the individual executing this Agreement on behalf of Developer has been authorized to do so. Developer further represents and warrants that the lien holder of record, if any, has consented to terms of the agreement. 77b,.The Parties hereto have executed this Agreement as of 7 u "' day of 2017. DEVELOPER: DW CARMEL, LLC BY: _ ITS: THE CITY OF DENTON, TEXAS: By: TODD HILEMAN CITY MANAGER Page 7 of 8 THE STATE OF TEXAS COUNTY OF DENTON -Tis instrument Carmel, LLC. ACKNOWLEDGMENTS was acknowledged bTr n n 2017,by -40 JENNIFER L SAI I ERFIELD My Commission Expires May 7, 2018 THE STATE OF TEXAS COUNTY OF DENTON the- day of e6V -- (Ali, "(, '..DW (1 This instrument was acknowledged before me on the _ day of 2017, by Todd Hileman, City Manager, on behalf of the City of Denton, Texas. Notary Public, State of Texas ATTEST: JENNIFER WALTERS, CITY SECRETARY F -9W APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: Page 8 of 8 i A fim 5 3 4�gF1 �g6�6 58 s aQYegFg6 �ga?as eag s a �R. q�a� $�� _ @ $ & �'�'fie'a5�����5e���$�' B¢�is -° .. I >""�».„,•.�^m$ E. mm sm�.o.. 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I TM- ___� o as „ „ ;g —a -'n \ L -.•f $� IIf - _ !.0 _1 low 1 c 0 E i c 0 E CL O CA yT� 0 E r r r ca x W zi;5 �45 I ,a - ,-�. jj zi;5 �45 I 1-4 0 N .0 c 0 E CD c 0 E 0. 0 0 c 0 E .0 m m x W ,a - ,-�. 1-4 0 N .0 c 0 E CD c 0 E 0. 0 0 c 0 E .0 m m x W Exhibit "B" to Development Agreement REAL ESTATE SALES CONTRACT This REAL ESTATE SALES CONTRACT ("Contract") is entered into by DW CARMEL, LLC, a Texas limited liability company ("Seller"), and City of Denton, a Texas home rule municipal corporation ("Purchaser"). RECITALS Seller wants to sell to Purchaser and Purchaser wants to purchase from Seller all of Seller's right, title, and interest in and to the real property described below. AGREEMENT In consideration of these recitals, the mutual covenants, agreements, and obligations stated below, and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Seller and Purchaser agree as follows: ARTICLE 1 SALE AND PURCHASE I.I. Property. Subject to the terms and conditions set forth in this Contract, Purchaser agrees to purchase from Seller, and Seller agrees to sell to Purchaser, the following described property (collectively, "Property"): (a) that certain tract of land containing approximately 6.394 acres ("Land") located in Denton, Denton County, Texas, and more particularly described in the attached Exhibit A; (b) all rights, privileges, and appurtenances pertaining to the Land, including but not limited to all trees, timber rights and contracts for cutting timber, water rights, claims and permits; (c) all intangible property, if any, owned by Seller and pertaining to the Land or the use of it, including but not limited to all present and future use of wastewater, wastewater capacity, drainage, drainage capacity, water, water capacity, or other utility facilities directly attributable to the Land; (d) all reservations of, commitments for, and letters covering utility capacity, whether or not they are currently being used to the fullest extent available; (e) all of Seller's right, title, and interest and estates in any land lying within the bed of any stream, river, lake, or other waterway or body of water on or crossing that portion of the Land; and (i) all of Seller's right, title, and interest and estates in any land within any easement or right of way or under any bed of any road or highway, whether open or proposed on or crossing that portion of the Land. Page 1 of 15 ARTICLE 2 PURCHASE PRICE 2.1. Purchase Price. The purchase price for the Property ("Purchase Price") is Two Hundred Seventy Eight Thousand Three Hundred Twenty Five and No/100 Dollars ($278,325.00), payable in cash or other immediately available funds at Closing (as defined in Section 6.1). ARTICLE 3 EARNEST MONEY 3.1. Earnest Money Deposit. Within fourteen (14) business days after this Contract is fully executed by Seller and Purchaser, Purchaser will deposit with Capital Title of Texas, LLC ("Title Company"), at 620 West Hickory, Denton, Texas 76201, a fully executed original counterpart of this Contract and the amount of Fourteen Thousand and No/100 Dollars ($14,000.00) to ensure prompt observance of this Contract by Purchaser ("Earnest Money Deposit"). All interest accruing on the Escrow Deposit will become a part of the Escrow Deposit and will be delivered to the party entitled to receive the Escrow Deposit. If the Purchaser does not timely deposit the Escrow Deposit(s) with the Title Company, Seller will have the right to terminate this Contract. At Closing, the Escrow Deposit will be applied to the payment of the Purchase Price. 3.2. Refundability. The Earnest Money Deposit will be nonrefundable to Purchaser, except as specified in this Contract. ARTICLE 4 TITLE STATUS 4.1. Title Commitment and Survey. Seller will deliver or have delivered to Purchaser_within thirty (30) days after the Effective Date, as defined in Section 12. 10, the following: (a) a current Commitment for Title Insurance ("Title Commitment") for the Property, issued by Title Company. The Title Commitment shall set forth the state of title to the Property, including a list of liens, mortgages, security interests, encumbrances, pledges, assignments, claims, charges, leases (surface, space, mineral, or otherwise), conditions, restrictions, options, severed mineral or royalty interests, conditional sales contracts, rights of first refusal, restrictive covenants, exceptions, easements (temporary or permanent), rights-of-way, encroachments, or any other outstanding claims, interests, estates or equities of any nature (each of which are referred to herein as an "Exception"); and (b) true and correct copies of all instruments that create or evidence Exceptions ("Exception Documents"), including those described in the Title Commitment as exceptions to which the conveyance will be subject and/or which are required to be released or cured at or prior to Closing; and Page 2 of 15 (c) a current on the ground survey of the Property ("Survey") prepared at Purchaser's expense by Teague Nall and Perkins which shall include the matters prescribed by Purchaser, which may include but not be limited to, a depiction of the location of all roads, streets, easements and rights of way, both on and adjoining the Property, water courses, 100 year flood plain, fences and improvements and structures of any kind and other matters provided in items 1-4, 6, 7a, 8, 10 and 11,13,16, 18, and 19 of Table A of the ALTA Minimum Standard Detail Requirements and contain the surveyor's certificate addressed to Seller, Purchaser, and the Title Company. Notwithstanding the Survey of the Property, the Purchase Price for the Property shall not be adjusted in the event the Survey shall determine the Property to be either larger or smaller than that depicted or described in the attached Exhibit A. In addition to the deliverables cited above, but a function of the Survey, no later than fourteen (14) days after the Effective Date, at the sole cost and expense to Seller, Seller shall have caused the establishment of the "on -the -ground" boundary monuments (i.e. iron rods/pins) of the aforementioned Lot 1, Block KK, pending Villages of Carmel Addition, Phase 5B subdivision plat ( the "Land"). Upon establishment of the boundary monuments of said Lot 1, Seller shall notify Purchaser of that event, so that the Survey contemplated herein can be completed for delivery to the parties. 4.2. Review of Title Documents. The review of the Commitment, the Exception Documents, and the Survey (collectively, "Title Documents") will be governed by the following terms: (a) Purchaser Obligations. Purchaser will have until the date that is the sooner of (i) ten (10) days after Purchaser's receipt of the last of the Title Documents, or (ii) thirty (30) days after the Effective Date ("Title/Survey Review Period") to provide to Seller written objections to the status of title to the Property ("Objections"). All items set forth in the Schedule C of the Title Commitment, and all other items set forth in the Title Commitment which are required to be released or otherwise satisfied at or prior to Closing, shall also be deemed to be Objections without any action by Purchaser. All matters affecting the status of title to the Property to which Purchaser does not timely make Objections per this Section 4.2(a) or which are not otherwise deemed to be Objections per the previous snetance shall be deemed "Permitted Exceptions". (b) Seller Response. If Purchaser does timely deliver Objections to Seller, Seller may within seven (7) days after receiving them ("Response Period") notify Purchaser of which Objections Seller will cure before Closing ("Cure Notice"), Seller having no obligation to cure any of Purchaser's Objections. If during the Response Period, Seller fails to notify Purchaser that Seller agrees to cure any or all of Purchaser's Objections before Closing, Purchaser may terminate this Contract by giving written notice to Seller within fourteen (14) business days after the end of the Response Period (the "Title Termination Period"), in which Page 3 of 15 event the Earnest Money Deposit will be returned to Purchaser on demand, and neither Seller nor Purchaser will have any further obligations under this Contract except for those that expressly survive its termination. Purchaser's failure to timely terminate this Contract per the previous sentence shall be deemed Purchaser's election to waive the Objections and to purchase the Property subject to the matters affecting the status of title to the Property to which the Objections applied, in which event such matters will be deemed Permitted Exceptions. 4.3. Conveyance by Deed. Seller will deliver to Purchaser at Closing a Special Warranty Deed in the form and substance of Exhibit B ("Deed") conveying fee simple title to the Real Property to Purchaser, subject to the Permitted Exceptions. ARTICLE 5 INSPECTION AND EXAMINATION 5.1. Inspection Period. The Purchaser's inspection and examination of the Property has been completed and is satisfactory to the Purchaser. 5.2. Document Inspection. To facilitate Purchaser's inspection of the Property, Seller will provide to Purchaser, within thirty (30) days after the Effective Date, but only to the extent within Seller's actual possession, true, correct, and complete copies of any reports, tests, and environmental studies made with respect to the Property. Additionally, Seller will provide any further information in its actual possession relating to the Property that may be reasonably requested in writing by Purchaser. Purchaser acknowledges that any information of any type that Purchaser has received or may receive from Seller or its agents is furnished to Purchaser as a courtesy only, without any warranty relating to such information, and on the express condition that Purchaser will make an independent verification of the accuracy of the information and will not rely on such information. ARTICLE 6 CLOSING 6.1. Closing Date. The consummation of the transactions contemplated by this Contract ("Closing") will take place in the offices of the Title Company, on or before 4:00 p.m. on the date that is fifteen (15) days after the latter to occur of (i) the Final Plat Filing Date, or (ii) the date on which the Title Termination Period expires ("Closing Date"). 6.2. Closing Costs. At Closing, Seller will pay (a) any inspection fees charged by the Title Company in connection with the issuance of the Owner Policy, and the base premium for the Owner Policy hereinafter defined), (b) the cost of satisfying any liens not deemed Permitted Exceptions, (c) Seller's legal fees, (d) one-half (1/2) of any escrow or closing fee charged by the Title Company and the cost of any tax certificates, municipal and utility lien certificates, and any other Title Company charges, and (e) all other items normally paid by sellers in real estate transactions in Denton County, Texas. Purchaser will pay (a) the cost of Purchaser's due -diligence inspection, (b) the cost to modify the areas - Page 4 of 15 and -boundaries exception in the Owner Policy to read "shortages in area" only (if requested by Purchaser), (c) Purchaser's legal fees, (d) one-half (1/2) of any escrow or closing fee charged by the Title Company, and (e) all other items normally paid by purchasers in real estate transactions in Denton County, Texas. 6.3. Ad Valorem Tax Proration. Title to the Property on the day of Closing will belong to Purchaser, and any ad valorem tax proration to be made as of Closing will be made as of 12:01 a.m., Central Time, on the Closing Date. Specifically, ad valorem taxes relating to the Property shall be adjusted or prorated between Seller and Purchaser for the calendar year in which the Closing occurs and shall be submitted by Seller to the Denton County Tax Assessor as of the Closing Date. Ad valorem tax for the calendar year in which the Closing shall occur shall be tendered under Texas Property Tax Code Section 26.11. If the actual amount of taxes for the calendar year in which the Closing shall occur is not known as of the Closing Date, the proration at Closing shall be based on the amount of taxes due and payable with respect to the Property for the preceding calendar year. Purchaser shall pay for those taxes attributable to the period of time prior to the Closing Date (including, but not limited to, subsequent assessments for prior years due to change of land usage or ownership occurring prior to the date of Closing). 6.4. Seller's Obligations at Closing. At Closing, Seller will deliver, or have delivered in accordance with local custom and practice, to the Title Company the documents in (a) -(d) below, each of which will be duly executed and, if appropriate, acknowledged, together with any other necessary or appropriate items or instruments: (a) Deed. A Special Warranty Deed in the form and substance of Exhibit B conveying fee simple title to the Real Property to Purchaser, subject to the Permitted Exceptions. (b) Nonforeign Affidavit. An affidavit required under Internal Revenue Code Section 1445 stating, under penalty of perjury, that neither Seller nor any other party so swearing is a foreign person within the meaning of Section 1445. (c) Evidence of Authority. Any documents reasonably requested by the Title Company or required by this Contract to confirm that this transaction and the parties executing the documents are fully authorized and empowered to act. (d) Owner Policy. An Owner's Policy of Title Insurance ("Owner Policy") issued by the Title Company, insuring good and indefeasible title to the Property in Purchaser in a face amount equal to the Purchase Price, subject o the standard printed or exceptions (as modified below) and the Permitted Exceptions. The Owner Policy may contain no other exceptions to title, with certain standard printed or common exceptions amended or deleted as follows: (i) survey exception must be amended if required by Purchaser to read "shortages in area" only (although Schedule C of the Title Commitment may condition amendment on the presentation of an Page 5 of 15 acceptable survey and payment, to be borne solely by Purchaser, of any required additional premium); (ii) no exception will be permitted for "visible and apparent easements" or words to that effect (although reference may be made to any specific easement or use shown on the Survey, if a Permitted Exception); (iii) no exception will be permitted for "rights of parties in possession", unless otherwise agreed by Purchaser; and (iv) no liens will be shown on Schedule B of the Owner's Policy.. 6.5. Purchaser's Obligations at Closing. At Closing, Purchaser will deliver, or have delivered in accordance with local custom and practice, to the Title Company the following: (a) Cash Funds. The cash funds or other immediately available funds for the Purchase Price (as defined in Section 2.1). (b) Evidence of Authority. Any documents reasonably requested by the Title Company or required by this Contract to confirm that this transaction and the parties executing the documents are fully authorized and empowered to act. 6.6. Delivery of Possession. Possession of the Property will be delivered to Purchaser at Closing, after completion of funding, subject only to the Permitted Exceptions. ARTICLE 7 REPRESENTATIONS WARRANTIES AND COVENANTS 7.1. Seller's Representations, Warranties, and Covenants. Seller represents, warrants, and covenants to Purchaser the following: (a) Authority. Seller has been duly organized and is in good standing under the laws of the state of its organization. Seller has the legal right and authority to enter into this Contract and to transfer all of the Property under this Contract. The person signing this Contract on Seller's behalf is authorized to do so. (b) Condemnation; Legal Action. To Seller's actual knowledge, there is no pending or threatened condemnation or similar proceeding affecting the Property or pending public improvements, liens, or special assessments in, about, or outside the Property that will affect the Property or access to it, nor any legal action of any kind affecting the Property that will affect Purchaser, nor is any such legal action presently contemplated. (c) Governmental Requirements. To Seller's actual knowledge, Seller has complied with all applicable laws, ordinances, regulations, statutes, rules, and restrictions pertaining to and affecting the Property, and Seller's performance of Page 6 of 15 this Contract will not result in any breach of, constitute any default under, or result in imposition of any lien or encumbrance on the Property under any agreement or other instrument to which Seller is a party or by which Seller or the Property might be bound. (d) Terrorist Organizations Lists. Neither Seller nor, to Seller's actual knowledge, any of its respective partners, members, shareholders, owners, employees, officers, directors, representatives, or agents is or will become a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury (including those named on the OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action. (e) Pending Actions. To Seller's actual knowledge, Seller has not received written notice of any action, lawsuit, arbitration, unsatisfied order or judgment, government investigation, or proceeding pending against Seller that, if adversely determined, could materially interfere with the transaction contemplated by this Contract. (f) No New or Amended Agreements. After the Effective Date, Seller will not, without Purchaser's prior written consent, which may be withheld or denied in Purchaser's sole discretion, enter into any leases, licenses, occupancy agreements, or other agreements providing for the use or occupancy of the Property or services for the Property for a term that extends beyond the Closing Date. 7.2. Purchaser's Representations, Warranties, and Covenants. Purchaser represents, warrants, and covenants to Seller the following: (a) Authority. Purchaser has been duly organized and is in good standing under the laws of the state of its organization. Purchaser has the legal right and authority to enter into this Contract and to make the transactions under this Contract. The execution, delivery, and performance of this Contract have been duly authorized, and no other action by Purchaser is required for the valid and binding execution, delivery, and performance of this Contract, except as otherwise expressly provided. There is no agreement to which Purchaser is a party or, to Purchaser's knowledge, binding on Purchaser that is in conflict with this Contract. (b) Terrorist Organizations Lists. Neither Purchaser nor, to Purchaser's actual knowledge, any of its respective partners, members, shareholders, owners, employees, officers, directors, representatives, or agents is or will become a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control of the Department of the Treasury (including those named on the OFAC's Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, Page 7 of 15 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action. 7.3. As Is. Prior to Closing, Purchaser will have examined and inspected the Property, reviewed all instruments, records, and documents that Purchaser deems appropriate or advisable to review in connection with this transaction, and, at its own cost and expense, made its own independent investigation into the Property and all other aspects of this transaction. PURCHASER AGREES THAT, EXCEPT FOR SELLER'S REPRESENTATIONS AND WARRANTIES IN SECTION 7.1, SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES ABOUT THE COMPLIANCE OR NONCOMPLIANCE OF SELLER OR ANY OTHER PERSON OR ENTITY OR THE PROPERTY OR ITS OPERATION WITH (A) ALL CODES, LAWS, ORDINANCES, REGULATIONS, AGREEMENTS, LICENSES, PERMITS, APPROVALS, AND APPLICATIONS OF OR WITH ANY GOVERNMENTAL AUTHORITI,ES ASSERTING JURISDICTION OVER THE PROPERTY, INCLUDING BUT NOT LIMITED TO THOSE RELATING TO ZONING, LAND USE, BUILDING, PUBLIC WORKS, PARKING, FIRE AND POLICE ACCESS, HANDICAP ACCESS, LIFE SAFETY, SUBDIVISION AND SUBDIVISION SALES, AND HAZARDOUS AND TOXIC SUBSTANCES, MATERIALS, CONDITIONS, OR WASTE; AND (B) ALL AGREEMENTS, COVENANTS, CONDITIONS AND RESTRICTIONS (PUBLIC OR PRIVATE), DEVELOPMENT AGREEMENTS, BUILDING RULES, AND OTHER INSTRUMENTS AND DOCUMENTS GOVERNING THE USE, DEVELOPMENT, AND OPERATION OF THE PROPERTY. PURCHASER AGREES THAT THE PROPERTY WILL BE SOLD AND CONVEYED TO (AND ACCEPTED BY) PURCHASER AT CLOSING IN ITS CONDITION AT THE TIME, AS IS, WHERE IS, WITH ALL FAULTS, AND WITHOUT ANY WRITTEN OR ORAL REPRESENTATIONS OR WARRANTIES, EXPRESS, IMPLIED, OR ARISING BY OPERATION OF LAW, OTHER THAN THE SPECIAL WARRANTY OF TITLE IN THE DEED. FURTHER, PURCHASER REPRESENTS AND WARRANTS TO SELLER THAT PURCHASER HAS KNOWLEDGE AND EXPERTISE IN FINANCIAL AND BUSINESS MATTERS THAT ENABLE IT TO EVALUATE THE MERITS AND RISKS OF THE TRANSACTION CONTEMPLATED BY THIS CONTRACT AND THAT PURCHASER IS NOT IN A SIGNIFICANTLY DISPARATE BARGAINING POSITION. PURCHASER AGREES THAT THE PROVISIONS IN THIS SECTION WILL SURVIVE THE CLOSING. PURCHASER WILL RELY SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY AND NOT ON ANY INFORMATION PROVIDED BY SELLER, ITS AGENTS, OR ITS CONTRACTORS. SELLER WILL NOT BE LIABLE OR BOUND IN ANY WAY BY ANY ORAL OR WRITTEN STATEMENTS, REPRESENTATIONS, OR INFORMATION ABOUT THE PROPERTY OR ITS OPERATION FURNISHED BY ANY PARTY PURPORTING TO ACT ON SELLER'S BEHALF. Page 8 of 15 ARTICLE 8 DEFAULT 8.1. Purchaser's Default. If Purchaser defaults in its obligation to purchase the Property from Seller under this Contract, Seller may, as its sole and exclusive remedy for the breach, terminate this Contract by written notice to Purchaser and the Title Company, and upon any such termination the Title Company will immediately deliver to Seller the Earnest Money Deposit, which is agreed on as the amount payable by Purchaser to Seller in consideration of Purchaser having the option to refuse to purchase the Property without any liability on account of its refusal other than payment of the Earnest Money Deposit. 8.2. Seller's Default. If Seller defaults in its obligation to convey the Property to Purchaser under this Contract, the Purchaser may, as its sole and exclusive remedy, either (i) terminate this Contract by written notice to Seller and the Title Company, in which event the Earnest Money Deposit will be returned to Purchaser, or (ii) enforce specific performance of Seller's obligations under this Contract. In no event will Seller be liable to Purchaser for any actual, punitive, speculative, consequential, or other damages. ARTICLE 9 CASUALTY LOSS 9.1. Risk of Loss. Risk of loss due to casualty up to and including the Closing Date will be borne by Seller (as between Seller and Purchaser), except to the extent of any loss or damage caused solely by the acts of Purchaser or its agents, employees, contractors, or invitees. The provisions of this Section will govern despite any contrary provisions of Texas Property Code Section 5.007. 9.2. Condemnation. By written notice to Purchaser given within three (3) days after Seller receives written notice of proceedings in eminent domain affecting the Property that are contemplated, threatened, or instituted by anybody having the power of eminent domain, Purchaser may (a) terminate this Contract and the Earnest Money Deposit will be immediately returned to Purchaser without the necessity of obtaining any consent or release by Seller, or (b) proceed under this Contract, in which event Seller will, at Closing, assign to Purchaser its entire right, title, and interest in and to any condemnation award. The provisions of this Section will govern despite any contrary provisions of Texas Property Code Section 5.007. Page 9 of 15 ARTICLE 10 BROKER FEES AND COMMISSIONS 10.1. No Brokers eg Fees. Neither Seller nor Purchaser has contacted any real estate broker, agent, finder, or similar person in connection with the negotiation and execution of this Contract, the transactions contemplated by it, or the sale and purchase of the Property. To the actual knowledge of Seller and Purchaser, no Acquisition Fees have been paid or are due to any other person or entity. As used this Section, "Acquisition Fees" means all fees paid to any person or entity in connection with the selection and purchase of the Property, including real estate commissions, selection fees, nonrecurring management and startup fees, development fees, and any other similar fees. If any claims for Acquisition Fees are ever made against Seller or Purchaser in connection with the transactions contemplated by this Contract, all such claims will be the responsibility of the party whose commitments form the basis of the claims. Seller and Purchaser each agree to indemnify and hold harmless the other from and against any and all liabilities, claims, demands, or actions for or with respect to Acquisition Fees asserted by any person, firm, or corporation in connection with this Contract or the transactions contemplated by it, and any court costs, attorney fees, or other costs and expenses arising from it, insofar as any such liabilities, claims, demands, or actions are based on a contract or commitment of the indemnifying party. This indemnification provision will survive the Closing or the termination of this Contract, as applicable. ARTICLE 11 NOTICE 11.1. Notice Designation. All notices required or permitted under this Contract must be in writing and be served on the parties at the addresses listed below. Unless otherwise provided, all notices must be given or served (a) by overnight delivery using a nationally recognized overnight courier, (b) by personal delivery, (c) by fax transmission during normal business hours with a confirmation copy delivered by another method permitted under this Section other than e-mail, or (d) by e-mail sent to the e-mail address listed below with a confirmation copy delivered by another method permitted under this Section other than fax transmission. Notice given by all permitted forms other than fax transmission or e-mail will be effective on the earlier of actual delivery to the address of the addressee or refusal of receipt by the addressee (even if the addressee refuses delivery). Notice given by fax transmission or e-mail will be effective on the transmission or attempted transmission of a fax to the phone number designated as the recipient's fax number during normal business hours or an e-mail to the e-mail address designated as the recipient's e-mail address during normal business hours. A party's address, fax number, or e-mail address may be changed by written notice to the other party, but a notice of change is not effective until actual receipt of the notice. Copies of notices are for informational purposes only, and a failure to give or receive copies of any notice will not be deemed a failure to give notice. Notices given by a party's attorney will be deemed given by that party. The notice addresses of the parties are specified below until further notice: Page 10 of 15 Seller: DW Carmel, LLC, c/o Marquis Group 5305 Village Creek Plano, Texas 75093 Attn: Waldemar Maya, Jr. email: wmaya@marquisgroup.net phone: 972-732-1155 fax: 972-732-6644 With a copy to: Nathan White Smith, Stern, Friedman & Nelms, P.C. 14160 Dallas Parkway, Suite 800 Dallas, Texas 75254 Email: nwhiteLssfnlaw.com Phone: 214-739-0606 Purchaser: City of Denton Paul Williamson Real Estate and Capital Support 901-A Texas St. Denton, Texas 76209 Fax (940) 349-8951 Email paul.williamson@cityofdenton.com with a copy to: City of Denton Trey Lansford, Deputy City Attorney City Attorney's Office 215 E. McKinney St. Denton, Texas 76201 Fax(940)382-7923 Email trey.lansford@cityofdenton.com ARTICLE 12 MISCELLANEOUS 12.1. Binding Agreement. This Contract and all of its terms, provisions, and covenants will apply to, be binding on, and inure to the benefit of the parties and their respective successors and assigns. 12.2. Headings. The headings used in this Contract are for convenience only and are not intended in any way to limit or expand the terms and provisions of this Contract. Page 11 of 15 12.3. Time of Essence. Time is of the essence in this Contract. 12.4. Governing Law. This Contract will be governed by and interpreted under the laws of the State of Texas, regardless of any conflict -of -law rules. This Contract will be specifically performable in Denton County, Texas. 12.5. Entire A14reement. This Contract contains the entire agreement of the parties. All understandings, discussions, and agreements previously made between the parties, written or oral, are superseded by this Contract, and neither party is relying on any warranty, statement, or representation not contained in this Contract. 12.6. Amendment. This Contract may not be altered, changed, or amended except by a written agreement signed by all parties. 12.7. Counterparts. This Contract may be executed in two or more counterparts, each of which will be deemed an original and all of which together will constitute one agreement. 12.8. Date Computation. If any significant date falls on a Saturday, Sunday, or federal or state holiday, the date will be deemed moved to the next business day that is not a Saturday, Sunday, or federal or state holiday. The term "business day" means a day that is not a Saturday, Sunday, or federal or state holiday. 12.9. Contract Consideration. In addition to the Earnest Money Deposit, Purchaser will pay to Seller the amount of One Thousand Dollars ($1,000.00) as independent contract consideration for Seller's execution and delivery of this Contract and all of its provisions, including Purchaser's right to terminate this Contract during the Termination Period. This consideration is in addition to and independent of any other consideration or payment provided in this Contract and is nonrefundable to Purchaser. 12.10. Effective Date. The date on which this Contract is executed by the Purchaser shall be the "Effective Date" of this Contract. Upon timely receipt of the Seller executed Contract by Purchaser, if Purchaser does not execute the Contract within seven (7) days after date Seller's execution thereof, then this Contract shall be null and void ab initio and of no further force or effect without further action or notice by Seller or Purchaser. Upon timely execution of Contract by Purchaser, Purchaser shall promptly deliver fully -executed Contract to Title Company within fourteen (14) days of the Effective Date. 12.11. Construction. This Contract is the result of negotiations between the parties, neither of whom has acted under any duress or compulsion, whether legal, economic, or otherwise. Accordingly, the terms and provisions of this Contract will be construed in accordance with their usual and customary meanings. Seller and Purchaser waive the application of any rule of law that would otherwise apply in the construction of this Contract that ambiguous or conflicting terms or provisions should be construed against the party who (or whose attorney) prepared the executed Contract or any earlier draft of it. Page 12 of 15 12.12. Exchange. Seller may elect to participate in a tax-deferred exchange under the Internal Revenue Code. If Seller elects to participate, Purchaser will reasonably cooperate with the election; however, Purchaser will have no obligation to incur any cost or liability or to take title to any real property (other than Purchaser's acquisition of the Property under this Contract), and the Closing will not be conditioned on or unreasonably delayed by any exchange. Seller will provide all documents requested from Purchaser at least seven (7) days days before the Closing and will indemnify and hold Purchaser harmless from any claims, liabilities, or damages arising from the cooperation, and the indemnity obligation will expressly survive the termination or Closing of this Contract. 12.13. Survival Clause. The provisions of Section 6.3, Article 7, and Article 10 of this Contract will survive the Closing and remain in full force and effect between the parties. 12.14. Further Assurances. In addition to the acts and deeds recited in this Contract and contemplated to be performed, executed and/or delivered by Seller and Purchaser, Seller and Purchaser agree to perform, execute and/or deliver, or cause to be performed, executed and/or delivered at the Closing or after the Closing, any further deeds, acts, and assurances as are reasonably necessary to consummate the transactions contemplated hereby 12.15. Delegation of Authority. Authority to take any actions that are to be, or may be, taken by Purchaser under this Contract, including without limitation, adjustment of the Closing Date, are delegated by Purchaser, pursuant to action by the City Council of Denton, Texas, to Emerson Vorel, Jr., Director of Parks and Recreation, of Purchaser, or his designee. 12.16. Final Plat Shall Be Filed Within Six Months of Effective Date; Final Plat Filing Date; Automatic Termination. (a) A Final Plat for the Property, which meets the requirements of the Memorandum of Understanding dated July 31, 2015 and which is attached as Exhibit C, must be filed in accordance with Section 35.16.12.3 of the Denton Development Code. (b) The date the Final Plat is filed of record in the Denton County Clerk's real property records will be the "Final Plat Filing Date". The Final Plat shall be a Permitted Exception. (c) If the Final Plat is not filed of record in the Denton County Clerk's real property records within six (6) months after the Effective Date this Contract will terminate automatically and with no further action required by the parties and the Earnest Money Deposit will be immediately refunded to Purchaser by the Title Company. Page 13 of 15 �q 6K Executed by Seller on the day of SELLER: DW CARMEL, LLC, a Texas limited liability company By: MARQUIS UG VENTURE, INC., a Texas corporation its Manager im Douglas M. Hickok, President PURCHASER: CITY OF DENTON, a Texas homer Ile municipal corporation By: Todd Hileman, City Manager 2017. Executed by Purchaser on the �30t day of 2017. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: J--- W cd-*" APPRHEDASA LEGAL FORM: AARON LEAL, CITY ATTORNEY BY:c. Page 14 of 16 ACCEPTANCE BY TITLE COMPANY The undersigned title company, Capital Title of Texas, referred to in this Contract as the Title Company, acknowledges receipt of (i) a fully executed copy (or executed counterparts) of the Contract, and, (ii) the Earnest Money Deposit; and accepts the obligations of the Title Company as stated in the Contract. TITLE COMPANY Capital Title of Texas By: Printed Name: Title: Contract receipt date: , 2017.("Effective Date") Page 15 of 15 EXHIBIT "A" TO REAL ESTATE SALES CONTRACT Park Tract Being a 6.394 acre tract of land located in the Gideon Walker Survey, Abstract No. 1330, Denton County, Texas, being a portion of TRACT 1 described in the deed to Mary L. Mason Children's Trust, recorded in County Clerk's Document No. 1998-031144, Real Property Records, Denton County, Texas, said 6.394 acre tract being Lot 1, Block KK of the pending Villages of Carmel Phase 5B subdivision plat, and said 6.394 acre tract being more particularly described as follows: COMMENCING at a point in the intersection of Edwards Road and Swisher Road at the Northwest corner of said TRACT 1; "THENCE South 02 degrees 39 minutes 52 seconds West a distance of 733.52 feet along the East line of said TRACT 1 to a point at the Southeast corner of said TRACT l; THENCE North 87 degrees 46 minutes 03 seconds West a distance of 32.50 feet along South line of said TRACT 1 to a POINT OF BEGINNING; THENCE North 87 degrees 46 minutes 03 seconds West a distance of 400.93 feet along the South line of said TRACT 1 to a point; THENCE North 02 degrees 37 minutes 47 seconds East a distance of 677.98 feet to a point; THENCE North 47 degrees 39 minutes 33 seconds East a distance of 28.27 feet to a point; THENCE South 87 degrees 18 minutes 41 seconds East a distance of 364.95 feet to a point; THENCE South 42 degrees 22 minutes 51 seconds East a distance of 21.24 feet to a point; THENCE South 02 degrees 32 minutes 59 seconds West a distance of 679.79 feet to the POINT OF BEGINNING, containing 6.394 acres of land. EXHIBIT "B" TO REAL ESTATE SALES CONTRACT NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OR ALL OF THE FOLLOWING INFORMATION FROM ANY INSTRUMENT THAT TRANSFERS AN INTEREST IN REAL PROPERTY BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. SPECIAL WARRANTY DEED STATE OF TEXAS § § KNOW ALL MEN BY THESE PRESENTS COUNTY OF DENTON § That DW CARMEL, LLC, a Texas limited liability company ("Grantor"), for and in consideration of the sum of TEN AND NO/100 DOLLARS ($10.00), and other good and valuable consideration to Grantor in hand paid by the City of Denton, a Texas home rule municipal corporation ("Grantee"), 215 E. McKinney, Denton, Texas 76201, the receipt and sufficiency of which are hereby acknowledged and confessed, has GRANTED, SOLD and CONVEYED, and by these presents does GRANT, SELL and CONVEY, unto Grantee all the real property in Denton County, Texas being particularly described on Exhibit "A", attached hereto and made a part hereof for all purposes, and being located in Denton County, Texas, together with any and all other rights or interests of Grantor in and to adjacent streets, alleys and rights-of-way and together with all and singular the improvements and fixtures thereon and all other rights and appurtenances thereto (collectively, the "Property"). Exceptions to conveyance and warranty: [Insert Permitted Exceptions, if any] TO HAVE AND TO HOLD the Property, together with all and singular the rights and appurtenances thereto in anywise belonging unto Grantee and Grantee's successors and assigns forever; and Grantor does hereby bind Grantor and Grantor's successors and assigns to WARRANT AND FOREVER DEFEND all and singular the Property unto Grantee and Grantee's successors and assigns, against every person whomsoever lawfully claiming or to claim the same or any part thereof when the claim is by, through, or under Grantor but not otherwise. EXECUTED the day of , 201_ SELLER: DW CARMEL, LLC, a Texas limited liability company By: Its Manager MARQUIS UG VENTURE, INC. A Texas corporation am Douglas M. Hickok, President ACKNOWLEDGMENT STATE OF § COUNTY OF BEFORE ME, the undersigned, a Notary Public in and for the said County and State, on this day personally appeared Douglas M. Hickok, President of Marquis UG Venture, Inc. a Texas corporation, Manager of DW CARMEL, LLC, a Texas limited liability company, known to me to be the person whose name is subscribed to the foregoing instrument and acknowledged to me that he executed the same in the capacity and for the purpose and consideration therein expressed. GIVEN UNDER MAY HAND AND SEAL OF OFFICE, this the day of ,201_. Notary Public, State of Texas My commission expires: Upon Filing Return To: The City of Denton -Engineering Attn: Paul Williamson 901-A Texas Street Denton, TX 76209 Property Tax Bills To: City of Denton Finance Department 215 E. McKinney Street Denton, Texas 76201 Exhibit "A" To Special Warranty Deed Legal Description BEING all of Lot 1, Block KK, as set forth on that certain Final Plat of Villages of Carmel, Phase 513, according to the plat thereof filed for Record in the Official Records of. Denton County on the date of in the PLAT Records under Document No. , Denton County, Texas. Exhibit "C" C rry F 901A TEXAS ST. PENTON, TEXAS 76209 - (940) 349-8910 - FAX (940) 349-8951 ENGINEERING SERVICES July 31, 2015 MEMORANDUM OF UNDERSTANDING DW Carmel, LLC "' Z Professional Services Attn: Rodney Zielke, P. C. 1111 S. Main Street, Suite 129 Grapevine, TX 76051 Re: 7.338 ± acre tract, Lot 1, Block K, Villages of Carmel Phase 5 (PP14-0027) Preliminary Plat prepared September 2014 by Herbert S. Beasley Land Surveyors, L. P., approved by Planning and Zoning Commission December 10, 2014 The purpose of this Memorandum of Understanding is to formally set forth the mutual goals and understandings between D. W. Carmel, LLC, (the -Owner") and the City of Denton, (the "City") in respect to Owners' in -progress subdivision development. The City contemplates purchase of Lot 1, Block K, Villages of Carmel Phase 5. It is important to memorialize elements concerning the above-mentioned property tract in order to avoid any possible misunderstanding as to the details of a prospective purchase or the process by which the City of Denton has already made requirements under the pending plat application as referenced above, ahead of entering into a formal Contract of Sale. The City and the Owner understand and support the following platting provisions: 1) The Owner shall final plat Lot 1, Block K, as shown on the Preliminary Plat, prepared by Herbert S. Beasley Land Surveyors, L. P., prepared September 2014. To be platted as Lot 1, Block K, Villages of Carmel Phase 5. a) The Owner shall dedicate the 0.9 acre right-of-way along Edwards and Swisher Roads as required under PP14-0027, Villages of Carmel Phase 5, as stated in DRC comments; b), The Final Plat will designate/dedicate a 2.4 acre tract as -Upland Habitat Area" as required under PP 14-0027, Villages of Carmel Phase 5, and as stated in record DRC comments, and also shown on the approved Preliminary Plat referenced above; "Dedicated to Quality Service,: www.cifyofdenton.com DW Carmel, LLC and City of Denton July 31, 2015 Page 2 2) The Owner shall satisfy Park Land Dedication Ordinance provisions (Denton Code of Ordinances, Chapter 22, Article I11, Sec. 22-37 — Land Dedication) as required. under PP14-0027, Villages of Carmel Phase 5, as stated, in record DRC comments. A 1.2 acre "Park Land Dedication Area" shall be annotated and depicted on the Final Plat, Lot 1, Block K; 3) The Owner shall provide for the extension of a 12 inch water main along Edwards Road, from the existing 12 -inch stub at the Swisher Road intersection to the existing water main at the northeast corner of Villages of Carmel, Phase 2B, as required under PP 14-0027, Villages of Carmel Phase 5, record DRC comments, and as additionally stated in Zl 14-0012 record DRC comments.; 4) The Owner shall provide for the construction of 25 foot wide concrete pavement, 8 foot wide sidewalk, curb & gutter, and required drainage improvements along Edwards Road frontage, as required under PP14-0027, Villages of Carmel Phase 5 1 record DRC comments, in respect to Lot 1, Block K; 4 iV32.<CrC1 5) City and Owner to consider a Contract of Sale in the amount of for purchase of Lot 1, Block K, Villages of Carmel Phase 5 Addition, (Preliminary Plat Lot 1 Block K, Villages of Carmel Phase 5: net ROW dedication, with Upland Habitat price adjustment, and the Park Land dedication requirements as detailed above). Please indicate your assent and understanding of the above stated elements toward a prospective Contract of Sale by signing and returning the original of this Memorandum in the self addressed envelope provided, retaining the duplicate original for your records. Sincerely, q* 4X Emerson Vorel Director of Parks and Recreation DW Carmel, LLC City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEWIN Legislation Text File #: Z17 -0025a, Version: AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a zoning change from Neighborhood Residential 2 (NR -2) district and use classification to a Regional Center Commercial Downtown (RCC -D) district and use classification on approximately 88.725 acres of land generally located south of University Drive (US 380), approximately 1,500 feet west of Interstate 35 (I-35), 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 APPLICANT HAS REQUESTED THAT THE ITEM BE POSTPONED TO THE FEBRUARY 6, 2018 MEETING. City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton City Hall 215 E. McKinney Street D NT N Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: December 5, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding a zoning change from Neighborhood Residential 2 (NR -2) district and use classification to a Regional Center Commercial Downtown (RCC -D) district and use classification on approximately 88.725 acres of land generally located south of University Drive (US 380), approximately 1,500 feet west of Interstate 35 (I-35), 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 APPLICANT HAS REQUESTED THAT THE ITEM BE POSTPONED TO THE FEBRUARY 6, 2018 MEETING. BACKGROUND The subject property is the former location of the Selwyn School. The school relocated to a new location earlier this year. The current property owner who bought the property is proposing to rezone the property from NR -2 District to RCC -D District to facilitate the development of a corporate headquarter/professional offices/mixed use development project. Attached as Exhibit 2 for your review is a copy of the applicant's project narrative. The applicant has requested that the item be postponed to the February 6, 2018 City Council meeting to allow the applicant more time to discuss the proposed zoning change with adjacent property owners. EXHIBITS 1. Agenda Information Sheet 2. Applicant's Project Narrative Respectfully submitted: Richard Cannone, AICP Interim Planning Director Prepared by: Ron Menguita, AICP Principal Planner Comprehensive Plan Amendment and Zoning Change Application Project Narrative Corporate Headquarters Mixed -Use Development Project The subject property is approximately 80 acres located at 3333 West University Drive just west of Interstate 35, comprised of the former Selwyn School site. The Corporate Headquarters Mixed -Use Development Project is intended to create a mix of uses anchored by high quality professional office buildings creating a live/work/play campus environment for a high-density employment center. A Comp Plan Amendment is being requested by the property owner to change the Future Land Use designation within this area to Regional Mixed Use. Coinciding with a Comp Plan Amendment, the property owner is also requesting a rezoning to Regional Commercial Center -Downtown (RCC -D). Site History The property was formerly home to the private Selwyn School. The main campus building burned down a few years ago. There are some remaining structures on the site. The school relocated in 2017. Surrounding Property Uses The property is currently zoned Neighborhood Residential -2 (NR -2). Zoning to the north of the property is also NR -2. Zoning to the east of the property is Industrial Center -Employment (IC -E) and zoning to the west of the property is largely Industrial Center -General (IC -G) with a small portion of Employment Center - Commercial (EC -C). The Future Land Use Plan indicates a split designation on the property — Business Innovation to the north and Industrial Commerce to the south. Existing land uses include a residential subdivision to the north, commercial/retail to the east, and large scale heavy industry to the south and west. Existing Site Conditions There are auxiliary structures on the site remaining from the former operations of the Selwyn School, but the property is currently vacant and largely open space. There is the presence of a stream and lake on the property that do not appear to be within the FEMA Floodplain, but do appear to have an Environmentally Sensitive Area designation of Stream Buffer. Utilities are present to serve the former school. Proposed Site Conditions The property owner proposes a change in Future Land Use Designation and Zoning in order to facilitate the conditions necessary to develop the property for a corporate headquarters type campus. The prime location of the property at the major intersection of Interstate 35 and Highway 380 lends itself to a mixed- use development focused on high-quality professional offices; while allowing for a mix of uses to create a live/work/play environment that would be attractive to corporations with high paying jobs and significant numbers of employees. The exact configuration of buildings, and mix of uses would be determined based on the needs of the corporate end user, but could include restaurants, corporate -style housing, greenspace, and other amenities to support a headquarters environment. Nuisance Abatement Very large-scale industrial development exists immediately to the south and west of this property, and single-family residential development exists to the north. A mixed-use corporate campus environment would provide an appropriate buffer and transition between heavy industry and the commercial/residential uses along Highway 380. Comp Plan and Land Use Compatibility The proposed future land use designation and zoning district meet the following goals and objectives of the Comprehensive Plan, as well as create a desirable land use pattern as outlined below: • A more appropriate land use that provides a transition from heavy industry to residential and commercial uses • A logical continuation of the Regional Mixed -Use designation already in place along the northeast, southeast, and southwest corridors of the major intersection of Interstate 35 and Highway 380 • Meets Comp Plan Goal LU -2 of encouraging compact growth at centers and corridors • The Regional Mixed -Use Designation is intended for areas that serve as regional destinations to Denton and are primarily located along 1-35 interchanges and primary arterials to encourage the greatest regional accessibility • Development criteria for the Regional Mixed -Use designation addresses: o A regional activity center that is larger and more diverse in its land uses and includes vertically integrated uses where different uses may occur on different floors of a building (necessary for corporate headquarters) o Diverse uses located in close proximity to one another so that all uses are accessible from a single location (necessary for corporate headquarters) • The Comp Plan addresses economic vitality and establishes a community vision statement, which includes: o Leveraging our strategic location, universities, and medical institutions, as a national leader in technological and knowledge-based innovation, allowing us to attract and retain a highly educated workforce o We attract corporations that have a strong sense of corporate responsibility to the environment, the community, and who take active roles in being excellent corporate citizens o We encourage a compact development pattern which includes expanded areas of mixed- use, a broad array of housing and retail choices responding to changing demographics and market preferences • Meets Comp Plan Goal FEV -13.1: Use the Future Land Use Map to ensure adequate development areas exist to support a self-sustaining economy with a diversity of live/work/play development opportunities • Meets Comp Plan Goal FEV -1 3.2: Ensure the development of new workplaces that are close to and complement surrounding residential, civic, and recreational land uses • Meets Comp Plan Goal FEV -2: Improve the City's job -to -worker ratio by increasing the number of jobs available to the resident workforce and local graduates. The characteristics of this property are conducive for a large scale corporate headquarters type campus as well as a mixture of uses. The proposed change in the Future Land Use Designation and Zoning will help attract large scale corporations and businesses to this property in order to fulfill the goals and objectives outlined the City's Comprehensive Plan. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEWIN Legislation Text File #: Z17 -0024a, Version: AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, to rezone approximately 7.14 acres from a Neighborhood Residential 2 (NR -2) District to a Neighborhood Residential 6 (NR -6) District. The property is generally located on the south side of Audra Lane approximately 265 feet east of Nottingham Drive. The Planning and Zoning Commission voted 4-0 to approve the request. (Z17-0024, Yale Development). City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton _ city Hale 41"I&IMMM215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: December 5, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, to rezone approximately 7.14 acres from a Neighborhood Residential 2 (NR -2) District to a Neighborhood Residential 6 (NR -6) District. The property is generally located on the south side of Audra Lane approximately 265 feet east of Nottingham Drive. The Planning and Zoning Commission voted 4-0 to approve the request. (Z17-0024, Yale Development). BACKGROUND The applicant, Yale Law Group, and requested a rezoning from NR -2 District to NR -6 District on 7.14 acres of property located along Audra Lane. The rezoning is intended to facilitate the development a single-family subdivision. A full staff analysis of the rezoning request is provided in Exhibit 2. OPTIONS 1. Approve. 2. Deny. 3. Postpone consideration. 4. Table item. RECOMMENDATION Staff recommends denial of this request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On November 29, 2017 the Planning and Zoning Commission recommended approval of the request [4-0]. The Commissioners discussed the need for affordable housing in Denton as well as the density of the applicant's proposal, which is approximately 4.6 dwelling units per acre. Prior to the meeting one written response in favor of the request was received, and one response was received that expressed concerns about the development but did not indicate favor or opposition. These responses are included in Exhibit 8. At the meeting, seven people spoke in favor of the request, including the developer and representatives of Denton Affordable Housing Corporation, the current owner of the subject property. The applicant and engineer for the project presented their intended layout for the subdivision with a total of 33 residential lots and showed photos of the intended house style. The applicant also indicated that the average house price would be around $240,000 and the floor plans would range from approximately 1,300 to 1,700 square feet. Two people spoke in opposition of the request, indicating concerns about increased traffic on Audra Lane, the potential impact of affordable housing on nearby property values, and a desire for the City to follow the goals of the Denton Plan 2030 for low density development in this area. Minutes from the Planning and Zoning Commission meeting have not been drafted as of the issuance of this report. 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 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. Agenda Information Sheet 2. Staff Analysis 3. Aerial Map 4. Zoning Map 5. Future Land Use Map 6. Proposed Zoning Map 7. Comparison of Permitted Uses 8. Notification Map and Responses 9. Presentation Slides 10. Draft Ordinance Respectfully submitted: Richard Cannone, AICP Interim Planning Director Prepared by: Hayley Zagurski Senior Planner SA1,eRal\Our Documents\Ordinances\17\".17-0024 Ord inance.doex ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, REGARDING A CHANGE IN THE ZONING CLASSIFICATION FROM A NEIGHBORHOOD RESIDENTIAL 2 (NR -2) ZONING DISTRICT AND USE CLASSIFICATION TO A NEIGHBORHOOD RESIDENTIAL 6 (NR -6) ZONING DISTRICT AND USE CLASSIFICATION ON APPROXIMATELY 7.14 ACRES OF LAND GENERALLY LOCATED ON THE SOUTH SIDE OF AUDRA LANE APPROXIMATELY 265 FEET EAST OF NOTTINGHAM DRIVE 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 VIOLA'T'IONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (Z17-0024) WHEREAS, Denton Affordable Housing Corporation has applied for a zoning change on approximately 7.14 acres of land legally described and depicted in Exhibit A, attached hereto and incorporated herein by reference (hereinafter," the Property") from a NR -2 zoning district and use classification to a NR -6 zoning district and use classification; and WHEREAS, on November 29, 2017, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, have given the requisite notices by publication and otherwise, and have held due hearings and afforded full and fair hearings to all property owners interested in this regard, and have recommended approval (4-0) of the change in zoning district and use classification; and WHEREAS, on December 5, 2017, the City Council likewise conducted a public hearing as required by law, and finds that the request meets and complies with all substantive and procedural standards set forth in Section 35.3.4 of the Denton Development Code, and is consistent with the Denton Plan and the Denton Development Code; and WHEREAS, the Planning and Zoning Commission and the City Council of the City of Denton, in considering the application for a change in the zoning classification of the Property, have determined that the proposed 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 that said zoning change is in the public interest and should be granted as set forth herein; NOW THEREFORE, THE COUNCIL OF "TRITE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. The zoning district and use classification for the Property is hereby changed from NR -2 District to NR -6 District. SECTION 3. The City's official zoning map is hereby amended to show the change in the zoning district and use classification. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. Any person, firm, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a misdemeanor and shall be punished by fine in a sum not exceeding $2,000.00 for each offense. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. That an offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Denton Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 7. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY o APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY EXHIBIT "A" BEING all that certain K tract, or parcel of land situated in the M.E_P. and P.R.R. Company Survey Abstract Number 1473 and in the M.E.P. and P.R.R. Company Survey Abstract Number 1479 in the City of Denton, Derdan County, Texas, being a part of that certain tract of larid conveyed by deed from Awning Love Ministries of North Texas, Inc to Denton Church of Christ recorded under Document Number 2012-9223, Real Property Records, Denton County, Texas and being more particularly described as follows_ BEGINNING at a fence comer for comer in the north line of that certain tract of land conveyed by deed from Philo Luginbyhl and wife. Jo Ann Luginbyrhl to Mickey Via and T. J. Thomas recorded in Volume 1629, Page 173, Real Property Records, Denton County, Texas, said point being the southeast comer of that certain had of land conveyed by deed from Titza, L.P. to Albert D. Melansm recorded under Document Number 2016-31303, Real Property records, Denton County, Texas; THENCE N 04' 12' 18' E, 212.76 feet with the east line of said Melanson tract and with the east ine of that certain tract of land conveyed by deed from Card Bryant to George Bryant recorded in Volume 5032, Page 15%, Reel Property Records, Denton Cotmty, Texas to an iron rod found corner it the south line of Lot 1, Block A of Denton Church of Christ Addition, an addition to the City of Denton, Denton County, Texas acoorting to the Plat thereof recorded tender Document Number 2015-131, Plat Records, Denton County, Texas; THENCE S 87° 37'5W E, 228.02 feet with said south line of said Denton Church of Christ Addition to an iron rod found for comer, said pant being the southeast comer of said Denton Church of Christ tract" THENCE N 00. 21'2Z E, 304.11 feet with the east line of said Denton Church of Christ Addition to an iron rod set for corner in the south line of Audra Lane, a public roadway, THENCE S 89` 254155' E, 493.91 feet with said south line of said Audra Lane to an iron rod found for comer, said point being the most northerly nortlrvvest corner of that certain tract d land conveyed by deed from Glenn R Biffar and wife, Patricia Wilkins Biffar to Mickey Via and T. J. Thomas recorded it Volume 1630, Page 94, Real Property Reoxxds, Denton County, Texas; THENCE S 00° 16'25- E, 533.26 feet with a west line of said Biffar to Via and Thomas tract to a 4 inch diameter fence post for corner at an inner ell of said Biffar to Via and Thomas tract THENCE N 87° 33' 264 W, 151.86 feet with a north line of said Biffar to Via and Thomas tract to an iron rod found for comer, THENCE N 87' 35' 24" W, 590.55 feet with a north lite of said BdW to Via and Thomas tract and with the north line of said Luginbyhi to Via and Thomas tract to the PLACE OF BECANNING and containing T137 acres of land. The Company is prohibited from insuring the area or quantity of the land described herein. Therefore, the Company does not represent that the acreage or square footage calculations are correct. References to quantity are for informational purposes only. Z17-0024 Site Location po ul w J � WIC ER ; Y' � / r _FK Jd 4 TERP& EVE t r A aY A c.. IATCJ14 ORE" WHISPERING AKS - NEWPURI LU su KPARK Y U 71 S a2T _ w � ;a L ST D SITE 1 Parcels��, 4a DENTON Roads ° o.�oo�e.�esww.•or c r�M �uw nor �s rm s :. - a rea Jnr 3. 'ro. �s sr `s-c�x�ar a-vy _.�my. wcs r. —^mss ��.w: a-oxr•w C '] � �+EG 4: �' LV t G G i ?•sed C* Y-2 P }kNG' 4 . R C O� � tams Rv+Y f M!rd: L�JCt E..¢ P9J ih. :?iG . � T Cfi a�J£Y [:k£,`TYXcf rr �J{.:'i0 vAilL.. , tic�'GSSGv� Cf Planning Staff Analysis Z17-0024/Yale Development City Council District 1 City Council December 5, 2017 REQUEST: Hold a public hearing and consider a request by Denton Affordable Housing Corporation to rezone approximately 7.14 acres from a Neighborhood Residential 2 (NR -2) District to a Neighborhood Residential 6 (NR -6) District. The property is generally located on the south side of Audra Lane approximately 265 feet east of Nottingham Drive. (Z17-0024, Yale Development, Hayley Zagurski). OWNER: Denton Affordable Housing Corporation APPLICANT: Craig Bond, KJE Roger Yale, Yale Law Group BACKGROUND: The subject property is located on the south side of Audra Lane, east of the Nottingham Drive — Audra Lane intersection. The property is comprised of five tracts of unplatted land. The request is for a rezoning from NR -2 District to NR -6 District in order to develop the subject property with a subdivision for single-family dwellings. The single-family use is permitted under the current zoning district but not at the density with which the applicant is seeking to develop the property. SITE DATA: The 7.14 -acre subject property is currently undeveloped land. A pond exists on the property, but there is no known floodplain or Environmentally Sensitive Area associated with the pond. The property has approximately 493 feet of frontage on Audra Lane. Audra Lane is classified as a Residential Avenue Collector street by the Mobility Plan. The street is currently developed as a two-lane undivided roadway, which is partially improved with curb and sidewalks along the northern site of the road. Residential collector streets require 65 feet of right-of-way and are intended to be developed as two-lane undivided roadways that can accommodate parking and an 8 -foot wide sidewalk on each side of the road. Collector streets are designed to handle between 1,000 and 8,000 vehicles per day when constructed at full width. USE OF PROPERTY UNDER CURRENT ZONING: The NR -2 District is primarily intended for single-family uses with a maximum density of two dwelling units per acre. For subdivisions greater than two acres, there are no minimum lot sizes stipulated by the Denton Development Code (DDC). Non-residential uses permitted by right or with limitations include churches, outdoor recreation, kennels, and veterinary clinics. More intensive non-residential uses, including day cares, elementary schools, and equestrian facilities, are permitted with a Specific Use Permit (SUP). A complete list of permitted uses is provided in the Comparison of Permitted Uses table. SURROUNDING ZONING AND LAND USES: Northwest: North: Northeast: • Zoning: NR -2 District • Zoning: Neighborhood • Zoning: NR -3 District Residential 3 (NR -3) District • Use: Church • Use: Audra Lane and single- * Use: Audra Lane and single- family subdivision family subdivision West: East: • Zoning: NR -2 District • Zoning: NR -2 District • Use: Single-family residences • Use: Undeveloped land and single-family residence Southwest: South: Southeast: • Zoning: NR -2 District • Zoning: NR -2 District • Zoning: NR -2 District • Use: Undeveloped land • Use: Undeveloped land • Use: Undeveloped land COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: The NR -6 District is intended to encourage moderate density single-family development with a maximum density of 6 dwelling units per acre. In developments greater than two acres, there are no minimum lot sizes stipulated per the DDC. Detached single-family, attached single-family (townhome), and duplexes are all permitted by right in this district, but multi -family development is not permitted. A complete list of permitted uses is provided in the Comparison of Permitted Uses table. The proposed NR -6 District permits uses that are generally compatible with the existing land use pattern in this area. However, the density of housing permitted under the NR -6 District is higher than what is permitted under the surrounding zoning districts, which permit a maximum of 2 to 3 dwelling units per acre. COMPREHENSIVE PLAN: Per the Future Land Use Map in Denton Plan 2030, the subject property is designated as Low Density Residential. This designation is primarily intended to promote single-family housing, with lot sizes ranging from one acre or more in rural fringe areas up to four units per acre through many of the City's suburban subdivisions. Dwellings in this land use district are generally one to two stories with privately maintained yards. A variety of housing styles and prices are encourages, but new development should be sensitive to the character and development pattern of established residential areas. The existing NR -2 zoning is compatible with the Low Density Residential Future Land Use designation. The proposed NR -6 District exceeds the maximum of 4 dwelling units per acre promoted within areas designated as Low Density Residential. CONSIDERATIONS: 1. The request is for a rezoning from NR -2 District to NR -6 District to facilitate the development of a single-family residential subdivision. The proposed use is permitted within the current zoning district but at a much lower density than what is permitted under the proposed NR -6 District. 2. Although the applicant's intent is to develop a single-family subdivision that would likely contain less than the permitted 6 dwelling units per acre, the rezoning is not tied to these plans. If the rezoning is approved, anything permitted under the NR -6 District could be developed on the property. This would permit the development of duplexes or attached single-family dwellings on the property by right, and these uses would be out of character for this area of the City, which is developed with well-established single-family neighborhoods. Because the NR -6 District is not considered a mixed-use district, the Mixed Use Residential Protection Overlay allowed under DDC 35.5.2.4 would not apply in this scenario to allow the exclusion of these potentially incompatible uses or to limit the density to anything less than 6 units per acre. 3. Section 35.3.4 of the DDC states that an application for a rezoning may be approved based on the following conditions: a) The proposed rezoning conforms to the Future Land Use element of the Denton Plan and b) The proposed rezoning facilitates the adequate provision of transportation, water, sewer, schools, parks, other public requirements, and public convenience. When a rezoning request does not conform to the Future Land Use designation for the property, which this request does not, then there are additional criteria provided in Section 35.3.3.B.3 that must be examined. The following criteria are intended to evaluate the competing interests of public health, safety, morals, and general welfare against the right to the use of the property: a. The existing land use pattern surrounding the property and the possible impact on existing or future development or uses that are in accordance with existing regulations. The existing land use pattern in this area of the City is residential. On the eastern side of Audra Lane and Nottingham Drive, the existing development pattern in the established single-family subdivisions is a density of between 3 and 5 dwelling units per acre. Although the nearby subdivisions are currently zoned NR -3 and NR -4, much of the area was developed prior to the adoption of the current DDC and thus may slightly exceed the current zoning limitations in some areas. Regardless, the proposed NR -6 District would permit a higher density of residential development than what is developed, what is permitted under the existing zoning pattern, and what is intended for this area based on the Future Land Use designation. b. The possible creation of an isolated district unrelated to adjacent and nearby districts. The proposed NR -6 District would be isolated, with the closest occurrence of NR - 6 District being across Audra Lane, over 400 feet to the west and separated by other property zoned NR -2 District. NR -6 District is in the same "Neighborhood Residential" family of zoning districts as the current and surrounding zoning districts, but it is not considered to be a low-density residential district. The NR -6 district is typically more appropriate in transitional areas between low-density residential and more mixed-use areas. NR -6 District permits higher -density housing types such as duplexes and townhomes by right, whereas the surrounding lower -density districts either prohibit or limit these uses. These more intensive single-family residential uses do not currently exist in the subdivisions surrounding the subject property. c. The population density in order to facilitate the adequate provision of transportation, water, sewer, schools, parks, public convenience, and other public requirements. The proposed rezoning would increase the population density in this area of the City. Public utilities are available along Audra Lane, and the southern half of Audra Lane would be improved with the proposed development of the subject property. Specific requirements for improvements would be determined at the time of platting. d. The cost to the City and other governmental entities in providing, improving, increasing or maintaining public utilities, schools, streets and other public safety measures. During the platting process, the precise requirements for public infrastructure extensions will be determined. Impact fees for water, wastewater, and roadways would be assessed with building permits. e. The possible impact on the environment, including but not limited to, drainage, soil erosion and sedimentation, flooding, air quality and water quantity. There are no floodplain or Environmentally Sensitive Areas identified on the property. A drainage analysis of the site will be conducted during the platting and civil engineering process to ensure no negative impact occurs to adjoining properties. f. Whether there are substantial reasons why the property cannot be used in accordance with existing zoning or that proposed by the Future Land Use Map. The property could be developed with single family residences under the current zoning. The density of development permitted under the current zoning would be substantially lower than what is proposed and what currently exists in surrounding subdivisions. However, the property could be rezoned to either a NR -3 or NR -4 District to attain higher density and still be in conformance with the Future Land Use designation of Low Density Residential. g. The action shall be made with reasonable consideration of the character of the district and its peculiar suitability for particular uses, and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the City. Based on the Denton Plan 2030 the most appropriate zoning for the subject property is either the current zoning or a similar NR -3 or NR -4 District. The surrounding area is currently developed with lower density subdivisions and compatible institutional uses, and the proposed rezoning would introduce a much high density than what currently exists in the area. STAFF RECOMMENDATION: Staff recommends denial of the request as it does not meet the criteria for approval established in Section 35.3.4; specifically it is incompatible with the surrounding property and is inconsistent with the goals and objectives of the Denton Plan 2030. PUBLIC NOTIFICATION: To comply with the public hearing notice requirements, 22 notices were sent to property owners within 200 feet of the subject property, 73 courtesy notices were sent to physical addresses within 500 feet of the subject property, a notice was published in the Denton Record Chronicle, and a sign was placed on the property. One written response in favor of the request was received as of the issuance of this report, and has been attached for reference. A neighborhood meeting was held on October 25, 2017 where the applicant presented their plans for developing the property if the rezoning is approved. Approximately 20 people from the surrounding neighborhoods attended the meeting. Z17-0024 Site Location , �N 0 125 250 500 SITE w �t"E Feet S -- Parcels OF n DENTON { Roads Devellolpirneint Seirviic ri • GII v °^4p, Det.. 10/16/2017 The Cit of Denton has prepared maps for departmental use These are not official, mapps ofthe City of Denton and should not be used for legal, eng9ineering or su rvqY,nq purposes but rather for reference purposes. These maps a.re the ropertV of the Cit�of Denton, and have been made available to the public based on the Public.ln'tormation Act. The City_of. Denton makes every effort?o,produce and publish the Prost current and accurate information possible. No warranties, ex Use or Z17-0024 Existing Zoning Map R-2 SITE CM -G NR -4 Ctk WE o its 250 eoo Feet S Parcels EC -I NR -6 AM NR -2 NRMU a °ITY °F Roads DENTON NR -3 dgoi NRMU-12 n Devellopirneinr&S rv��ce n • GuuU � 6/2017 The Cit of Denton has prepared maps for departmental use These are not official, mapps ofthe City of Denton and should not be used for legal, en u9meerin9 or su rveYYinq purposes but rather for reference purposes. These maps a.re the ropertV of the Citvof Denton, and have been made available to the public based on the Public. In'tormation Act. The City_of. Denton makes every effort?o,produce and publish the Prost current and accurate information possible. No warranties, ex�Usea or Z17-0024 Future Land Use Map ,, .. , 1111 ,, 1111 ,, 1111 % � � � / / � o / ���� �. �✓ ,. i�, i i r ,,,' ry/l �, ,r„, • 1111;., 1111, 1111,, ,,,,.,,,, ... ���� ,,,,� �.� � �/,,,,, ,,,,,,,� „��.,� /% ”„,.. ;� ;1111, ,% ✓�^ �i ,:.,� � �� r r ,r i... .. / ........ilii .. .... fillII If loop' MGM D - .0. . 0 �:de3lJtr�,�ll�1lt� YWIL-�!S Ull�oillS, ,! s O .. , C.�d1LLL4 �l UULn� 11S 0 O •� 1. OM O1' �. ..... �i � 0 0� VIll11lli 0 go D 0 _' Love Residential lllllllJl� ` 1111111U ' � 0 - 0 SITE Future Land USeNei hborhood / Universit Catibili A Ir D G g yomp �rea E / 0 255 510 1,020 Feet Parcels Low Residential Commercial Moderate Residential Government/ Institutional s as �,A Roads a c1TY Community Mixed Use Parks / Open Space IIIIIIIII of DENTON Neighborhood Mixed Use IGYevasllolKairwneutr& Sa.irviicac ri • GII v Data 10/16/2oi7 p ep p p V 9 9 Y 9 theeCittvVoffDentonnand neve been made a dailabrte tontheupubl ehbasedron the Public In"tormfat�on AtctoT�e CitVn of Dentonl makes eveerYd effol tgol'prrodu :a publish the Pnostpcureentueridtaccu�ete informatiton posssble� No warrantiesthex�resse� or implied, are provided forthe data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance 6fthis statement. Z17-0024 Proposed Zoning Map NR -2 SITE CM -G NR -4 N W 0 125 250 500 Fee Parcels EC -I NR -6 NR -2 NRMU of ads � ENTON NR -3 I NamNHId NRMU-12 0" � � oyp, b ir.�a. eooiairvmeinrt s6.irvuce s • pus Det.. 10/16/2017 The Cit of Denton has prepared maps for departmental use These are not official, mapps ofthe City of Denton and should not be used for legal, en u9meerin9 or su-gYinq purposes but rather for reference purposes. These maps a.re the r Wx of the Citvof Denton, and have been made available to the public based on the Public. In'tormation Act. The City_of. Denton makes every effort?o,produ :a and publish the Prost current and accurate information possible. No warranties, ex�ressed or NR -2 NR -6 Residential Uses Agriculture I" I" Livestock L(7) L(7) Single-family Dwellings f' f' Accessory Dwelling Units SUP/L(1) SUP/L(1) Attached Single-family Dwellings N f' Dwellings above Businesses N N Live/Work Units N L(16) Duplexes N I" Community Homes for the Disabled f' f' Group Homes N N Multi -family Dwellings N N Fraternity or Sorority House N N Dormitory N N Manufactured Housing Developments SHIP SHIP NR -2 NR -6 Commercial Land Uses Home Occupation I" I" Sale of Products Grown on Site N N Hotels N N Motels N N Bed and Breakfast N N Retail Sales and Service N N Movie Theaters N N Restaurant N N Private Club N N Bar N N Drive -Through Facility N N Professional Services and Offices N N Quick Vehicle Servicing N N Vehicle Repair N N Auto and RV Sales N N Laundry Facilities N N Equestrian Facilities "HIP N Outdoor Recreation I" I" Indoor Recreation N N Major Event Entertainment N N Commercial Parking Lots N N Administrative or Research Facilities N N Broadcasting or Production Studio N N Self -Service Storage N N Sexually Oriented Business N N NR-2 NR-6 Industrial Land Uses Craft Alcohol Production N N Printing/Publishing N N Bakeries N N Manufacture of Non-Odiferous Foods N N Feed Lots N N Food Processing N N Light Manufacturing N N Heavy Manufacturing N N Wholesale Sales N N Wholesale Nurseries N N Distribution Center/Warehouse, General N N Warehouse, Retail N N Construction Materials Sales N N Junk Yards and Auto Wrecking N N Wrecker Services and Impound Lots N N Kennels N N Veterinary Clinics N N Sanitary Landfills, Commercial Incineratiors, Transfer Stations N N Gas Wells L(27) L(27) NR-2 NR-6 Institutional Land Uses Basic Utilities L(25) L(25) Community Service N N Parks and Open Space I" I" Churches f' f' Semi-Public Halls, Clubs, and Lodges ;IIF illy Business/Trade School N N Adult or Child Day Care ;IIF illy Kindergarten, Elementary School "HIP SHIP Middle School N N High School N N Colleges N N Conference/Convention Centers N N Hospital N N Elderly Housing N SHIP Medical Centers N N Cemeteries N N Mortuaries N N WECS iHIP SHIP WECS "HIP I:: jl. Minimum Landscaped Area 70% 40% Maximum Building Height 40 feet 40 feet L(1) = Accessory dwelling units are permitted, subject to the following additional criteria: 1. The proposal must conform with the overall maximum lot coverage and setback requirements of the underlying zone. 2. The maximum number of accessory dwelling units shall not exceed one (1) per lot. 3. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, and shall not exceed one thousand (1,000) sq. ft. GHFA unless the lot meets the requirements of L(1).5. 4. One (1) additional parking space shall be provided that conforms to the off-street parking provisions of this Chapter. 5. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, where the lot size is equal to or greater than ten (10) acres in size. An SUP is not required for such an accessory residential structure where the lot size is equal to or greater than ten (10) acres. L(7) = Limited to two (2) animals on parcels one (1) to three (3) acres in size. Additional animals may be added at a rate of one (1) per each acre over three (3). L(16) — Uses are limited to no more than 1,500 square feet of gross floor area per lot. L(25) — If proposed use is within 200 feet of a residential zone, approval is subject to an SUP. L(27) — Must comply with the provisions of Subchapter 22, Gas Well Drilling and Production NR -2 NR -6 General Regulations Minimum Lot Area (square feet) 16,000 6,000 Maximum Density 2 6 Maximum Lot Coverage 30% 60% Minimum Landscaped Area 70% 40% Maximum Building Height 40 feet 40 feet L(1) = Accessory dwelling units are permitted, subject to the following additional criteria: 1. The proposal must conform with the overall maximum lot coverage and setback requirements of the underlying zone. 2. The maximum number of accessory dwelling units shall not exceed one (1) per lot. 3. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, and shall not exceed one thousand (1,000) sq. ft. GHFA unless the lot meets the requirements of L(1).5. 4. One (1) additional parking space shall be provided that conforms to the off-street parking provisions of this Chapter. 5. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, where the lot size is equal to or greater than ten (10) acres in size. An SUP is not required for such an accessory residential structure where the lot size is equal to or greater than ten (10) acres. L(7) = Limited to two (2) animals on parcels one (1) to three (3) acres in size. Additional animals may be added at a rate of one (1) per each acre over three (3). L(16) — Uses are limited to no more than 1,500 square feet of gross floor area per lot. L(25) — If proposed use is within 200 feet of a residential zone, approval is subject to an SUP. L(27) — Must comply with the provisions of Subchapter 22, Gas Well Drilling and Production Z17-0024 Notification Map -1` 0 125 250 500 SITE `°E Feet a ,� � � Parcels /� or Roads 103DENTON C:g6.vell D,pi Veva Sere ces Def,_ 11/30/2017 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 legpal, enpineerinq or surveying purposes but rather for reference purposes. These maps are the property of the City Denton have been to the the Public Information Act. The City Denton To the information No of and made available public based on of makes every effort produce and implied, are provided for the data herein, its use, or its interpretation. Utilization of th is map indicates understanding and acceptance of this statement. publish most current and accurate possible. warranties, expressed or 08/12/2006 22:09 9723668165 NEWMARKET PAGE 01 Development Services . . . .......... . . . . . . . .... 215 W. Hickory St., Denton, DENTON TX 76201 0 (940) 349-8541. Response Form wim rqvpjm. -.�� EMMMYR, M14 City of Denton Developilent Services AtIn: Hayley Zagursid, ProJect Majjager 215 W.Hickory St. Dentoii, TX 76201 OM Mw �ffim "I@ Ew a* am Em Asm, � *U* MME mm. no" � om Em do": "M M"; om wma M Pro�jcct Number Z17-0024 Please circle one; �- 4 ravor Of request Opposed to request Comments: ....W..._._. ......... ...................................... -------------------- M= FAMITRUM =TTFIXI n City' State and Zip Code: ;- /Uo 7 -TJ, Phoine Number - Email Address: 7—A Physical regg of Property within 200 Feet: ADA/EOE/ADEA www.city(jfdenton.com TDD (800) 735-2981- 08/12/2006 22:09 9723868155 NEWMARKET PAGE 02 08/12/2006 22:09 9723868165 NEWMARKET PAGE 03 MVIDIOPMent Services 215 W, i ic cory St., Denton, TX 76201 DENTON'­` . . .. ........ -; —((94"0') 349--8541 Notice of Public Hearing Project Number 7.17-0024 Yale Development Notice is hereby given to all interest persons tilat, The City orDenton Planning and Zoning Commission will hold a public hearing and consider a request by lkilton A Cfcwdahle Housing Corporation to rezone approximately 7.14 acres From it Neighborhood Residenflai 2 (NR , --2) 1)6tt ict to a Neig ,,hWihacod Residential 6 (NR -6)) l)istrict. The property is generally last stud t.,wi div south side of Atidra Lam-,, al)proximately 265 feet east of` Nottingham Drive, in the City of F)C-mlton, 13enwri ("oun(y,Texas, Properties within 200 fb(-A of the sub ' jeot property inust be notified of the request pursuant to the Texas Locai Government Code, As an owner Of PrOP00Y within 200 feel: of this request, you are invited. to make YoUl'Vie'ws known by attending the Public hearing, ornailing the Department of Development Services, or re1orning this k.vm witli your comments prior to the date orthe public hearing. Jf Written opposition to the request exceeds 20 percent (acreage within 200 6ett of'the propoily), 9. three-rourths vote of' City Court it is requira°d to approve the request. As a cou'll-esy, tile City Uzi"' Denton also sends notification to all physical addresses Within a 500 -foot radius or the sulject property. Any citizen or group of citizens interested in attending the public hearhig is invited to do so. If you attend, you will I)e given an opportunity to speak for or against the change, or you may attend only to observe, A ppijoants and their agents are expected to attend. AGENT: Craig Bond, ME PHONE: (940)387-0805 Public Hearing: Wednesday, November 29, 2017, 6:30 p-ni. City Hall, City Council Chambers 215 E, McKinney St. Denton, TX 76201 The recommendation of the Planning and Zoning Commission will be forwarded to the City Council for final action, which is scheduled for Tuesday, December 5, 2017, at 6:30 p.m, The Planning and Zoning Commission may recommend, and City Council may approve} any zoning district which is equivalent to or more restrictive than that which is requested and which is deemed consistent with Denton Plan 2030. For more information, picase contact Bayley Zagurski at (940) 349-7785 or I-layley.Zagiii-ski@cityofdeiitoii.com; or, on November 22, 2017, visit www.cityofdenton.com/public- meethigs for the meeting agenda with stafl's analysis and associated ex1flbits. ADA/EMADRA www.cityofdenton.com TDD (800) 715-2989 08/1.2/2006 22:09 10205-31-6 H""syle Zagurski N,mton, TX T 2DI .4120 9723e681.65 ,I ... ......... `*`--9NGLP' 480 AGUILAR PROPERTIES INC 14860 Montfort Dr Ste 107 Dallas, TX 75254-6722 NEWMARKET LISPS CERTIFIED MAIL TM Y 71901 3247 3400 06019"8 79 PJ VJ � I--'% if] A 4 d ZIOEUA AJP�9!311 30TTIRW, PREBORTED FIREMP.1,ARS MAIL M8TAGP AND MrS PAit) GYM LLQ 222nv. Zagurski, Hayley From: James Adams <tarzanwgun@gmail.com> Sent: Sunday, November 19, 2017 6:27 PM To: Zagurski, Hayley Subject: Project Z17-0024 Follow Up Flag: Flag for follow up Flag Status: Completed My wife Greta Adams, and myself James F Adams III purchased or home (2705 Stockton St. Denton, TX. 76209) in June of 2013. At that time there was NO sign of the Woodland Apartments going in accross Nottingham, and we really enjoyed having little animals such as rabbits and birds visiting our back yard, all of it disapeared after the appartments were built and DESTROYED ALL the trees, it breaks our heart seing that they built to many appartments and a lot of them are still vacant. MORE apartments have went in on University that are not full yet, and even MORE are planed on Mingo Rd. Some of the wild life that lived where the Woodlands are, moved to the area where they are planning to build. Except the rats and mice that moved to our house and backyard when they started bulldozing the trees, and we have the $7000+ exterminator bill to prove. My street is so crowded at night because the appartments don't even have enough parking and the overflow winds up infront of my house. Traffic in our area is MUCH more than it was in 2013 it seems to us. Denton's streets are terrible, with too much traffic, schools are overcrowding and there are no parks within walking distance of our house. The City of Denton is OPEN arms to every new building or person coming to Denton. They see DOLLAR Signs instead of people. We cannot keep building and increasing property taxes to eleviate problems caused by overcrowding AFTER building the houses and apartments. It becomes an EMERGENCY to build schools and widen roads AFTER the fact! Where WE the People have NO CHOICE except pay higher taxes! A park even a dog park would be a MUCH better use of space than apartments. We know we cannot STOP them from building, but if we had a choice between houses or apartments or duplex apartments. We would pick houses. We vote NO to apartments or duplex apartments. We will try our best to be at the meeting on the 22nd as well. James and Greta Adams 2705 Stockton St Denton, TX 76209 940.390.9092 James 940.293.7690 Greta Z17-0024 Yale Development Planning Division Dec. 5, 2017 EMI Request: Hold a public hearing and consider a request by Denton Affordable Housing Corporation to rezone approximately 7.14 acres from a Neighborhood Residential 2 (NR -2) District to a Neighborhood Residential 6 (NR -6) District. The property is generally located on the south side of Audra Lane, approx. 265 feet east of Nottingham Drive. io, The proposed rezoning conforms to the Future Land Use element of the Denton Plan 2030. io, The proposed rezoning facilitates the adequate provision of transportation, water, sewer, schools, parks, other public requirements, and public convenience. i The following criteria apply when a request does not meet the FLU: u The existing land use pattern surrounding the property and the possible impact on existing or future development or uses that are in accordance with existing regulations. u The possible creation of an isolated district unrelated to adjacent and nearby districts. u The population density in order to facilitate the adequate provision of transportation, water; sewer, schools, parks, public convenience, and other public requirements. u The cost to the City and other governmental entities in providing, improving, increasing or maintaining public utilities, schools, streets and other public safety measures. u The possible impact on the environment, including but not limited to, drainage, soil erosion and sedimentation, flooding, air quality and water quantity. u Whether there are substantial reasons why the property cannot be used in accordance with existing zoning or that proposed by the Future Land Use Map u The action shall be made with reasonable consideration of the character of the district and its peculiar suitability for particular uses, and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the City. o Low Residential: u• Promotes single-family development u Promotes densitybetween 1`, and 4 units per are Encourages a variety of housing styles and prices as well as sensitivity to existing character and development Low Residential a Mmnpatterns .. IVsY:C u NR -6 is not consistent with the FLU designation. Districts consistent with �o designation include NR -2, NR -3, and NR -4. u, Audra Lane � Residential Avenue Collector � Currently partially improved 2 lane road � Requires 65 ft ROW with 8 ft sidewalk. � Perimeter street improvements would be required. Details determined at platting. o, Water/Sewer — available along Audra � Will have to be extended for development of the property Surrounded by NR -2, NR -3, and NR -4 Districts, which permit 2-4 dwelling units/acre. Surrounding subdivisions were developed under prior zoning regulations and average 4-5 units/acre. NR -6 permits 6 units/acre and is • considered a low-density district. NR -6 would be an isolated district and would introduce ne more dense uses such as L I Lownhomes and duplexes. 0 ioiil, 200 ft. Notices: 22 ioil, Responses to 200' Legal Notice: In Opposition: In Favor: Neutral: 1 ioil, 500 ft. Courtesy Notices: 73 Z17-0024 Notification Map cam':, roe 5 260ft Buffer Ubw=U HIM Bull., G"IfIEi i11.*fnC/Y� am MOM SITE r. P� -11 r -da I N ion Staff recommended DENIAL of the request as it does not meet the criteria for approval established in Section 35.3.4 and Section 35.3.3.B.3. NR -6 is incompatible with the surrounding property in terms of permitted density and new uses. , NR -6 is inconsistent with the goals and objectives of the Denton Plan 2030 for Low Residential areas. N-6 would be an isolated district and would introduce new, more dense uses such as townhomes and duplexes. ion The Planning and Zoning Commission recommended APPROVAL of the request (4-0). City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'IC"'IN Legislation Text File #: Z17 -0023b, Version: AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding an initial zoning classification of Neighborhood Residential 6 (NR -6) District on approximately 16.39 acres. The property is generally located at the northeast corner of Mayhill Road and Mills Road. The Planning and Zoning Commission voted 7-0 to approve the request. (Z17-0023, Cope Addition). City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton _ city Hale 41"I&IMMM215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: December 5, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, regarding an initial zoning classification of Neighborhood Residential 6 (NR -6) District on approximately 16.39 acres. The property is generally located at the northeast corner of Mayhill Road and Mills Road. The Planning and Zoning Commission recommended approval of the request (7-0). (Z17-0023, Cope Addition). BACKGROUND The property was annexed into the city in 2013 and has since held the placeholder zoning designation of Rural Residential (RD -5x), which would not permit the division of the property into parcels of less than 5 acres. The request is for an initial zoning of Neighborhood Residential 6 (NR -6) District on approximately 16.39 acres of land located at the northeast corner of Mayhill Road and Mills Road. The applicant has indicated that they intend to develop the property with a single-family residential subdivision if the zoning request is approved. A full Staff Analysis of the request is provided in Exhibit 2. OPTIONS 1. Approve. 2. Deny. 3. Postpone consideration. 4. Table item. RECOMMENDATION Staff recommends approval of this request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On October 25, 2017, the Planning and Zoning Commission recommended approval of the rezoning request (7-0). At the public hearing five people spoke in opposition of the request, and one person spoke in favor of the request. Of these speakers, only one of those in opposition and the one in favor were from within the City limits. Exhibit 8 contains a map showing the address locations of those who spoke at the public hearing. A single written response was also provided prior to the meeting from one of the five people who spoke in opposition of the request; this response was from a property owner not located within the City. At the public hearing there was discussion of the potential impacts this zoning and subsequent development could have on the surrounding area, which is primarily rural in nature. There were concerns about the density of development that could occur under the NR -6 designation and the traffic that this development would generate. The current status of Mills Road and the need for improvements to this road were also discussed, although it was noted that requirements for street improvements would be determined at the time of platting and were not germane to the discussion of zoning. Draft meeting minutes are attached as Exhibit 10. On November 7, 2017 the City Council motion to approve the request failed (2-4). At the public hearing there was discussion of the condition of Mills Road and the impacts of increased traffic flow on the intersection of Mayhill Road and Mills Road. The applicant spoke in favor of the request. Following the first public hearing, on November 14, 2017 the City Council voted unanimously (5-0) to approve a motion to reconsider this request at a subsequent public hearing. 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. Agenda Information Sheet 2. Staff Analysis 3. Aerial Map 4. Zoning Map 5. Proposed Zoning Map 6. Future Land Use Map 7. Comparison of Permitted Uses 8. Public Notification Map and Responses 9. Presentation Slides 10. Draft Planning and Zoning Commission Meeting Minutes 11. Draft Ordinance Respectfully submitted: Richard Cannone, AICP Interim Planning Director Prepared by: Hayley Zagurski Senior Planner 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 Minutes Planning and Zoning Commission October 25, 2017 After determining that a quorum was present, the Planning and Zoning Commission of the City of Denton, Texas convened in a Work Session on Wednesday, October 25, 2017 at 5:00 p.m. in the City Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which time the following items were considered: PRESENT: Chair Jim Strange, Commissioners: Alfredo Sanchez, Larry Beck, and Andrew Rozell, Margie Ellis, Steve Sullivan, and Tim Smith. ABSENT: None. STAFF: Athena Green, Jim Jenks, Julie Wyatt, Ron Menguita, Richard Cannone, Jennifer DeCurtis, and Scott McDonald. WORK SESSION Chair Strange called the Work Session to order at 5:05 p.m. 1. Clarification of agenda items listed on the agenda for this meeting. This is an opportunity for Commissioners to ask questions of staff on the Consent and Regular Agenda items, which may include a full briefing on an item in the order it wears on the regular session agenda. Any such briefing will be repeated in regular session. Richard Cannone, Interim Planning Director, stated Consent Agenda Item 3C will move from the Consent Agenda to be heard as Item for Individual Consideration 4B. Hayley Zagurski, Senior Planner, provided a brief description as to why the item was moving to the Items for Individual Consideration portion of the agenda. She stated the applicant was unable to file their Hold Harmless Agreement prior to this meeting. The item will be conditionally approved based on the condition that the applicant file the Hold Harmless Agreement or receive approval of their TXDOT permit. Hayley Zagurski, Senior Planner, presented Consent Agenda Items 3A and 3B. There were no questions from the Commission. Julie Wyatt, Senior Planner, presented Consent Agenda Item 3D. Chair Strange questioned why this Commission is reviewing this item if it is located within the extraterritorial jurisdiction. Wyatt stated the City is required to review the platting, however, the City does not review the building permit. There was no further discussion. Julie Wyatt, Senior Planner, presented Consent Agenda Item 3E. The plat is to accommodate a single-family residential neighborhood. Chair Strange questioned if it would include a certain type 1 of home like previous Robson Ranch requirements. Wyatt stated it is not for the villas. She stated 2 it would depend on the lot size and how they are classified. There was no further discussion. 3 4 Julie Wyatt, Senior Planner, presented Items for Individual Consideration 4A. The applicant is 5 proposing to deviate from Section 35.13.10.B. Ld of the Denton Development Code which requires 6 permeable paving for those parking spaces that exceed the number of parking spaces required. The 7 proposed structure would be a 4,350 square foot law office, with one parking space required per 8 450 square foot. There are 10 spaces required, the applicant is proposing 15 parking spaces. 9 10 Commissioner Beck stated he feels the cost to add five additional impervious parking spaces would 11 be a bit more than gravel spaces. Wyatt stated gravel spaces would not be allowed in this area due 12 to the zoning requirements. It would have to be pervious concrete or brick. 13 14 Commissioner Sullivan questioned if a soil survey has been completed. Wyatt stated she is unsure 15 at this time, she stated that is something the Engineering Department would review. 16 17 Wyatt stated the final point of analysis is the street parking along Woodrow Lane, she stated 18 parking is not permitted along that street. Staff recommends approval of this request based on the 19 following conditions: a. Construct a grass channel stormwater control designated to treat 20 approximately 972 square feet of drainage area during an event generating 1.5 inches of rain or 21 less as depicted on the attached Landscape Plan and Drainage Area Map. b. Line the channel with 22 dense types of grasses to reduce the flow velocity and further increase the treatment residence time 23 as depicted on the attached Landscape Plan. 24 25 Commissioner Rozell questioned if the applicant already planned to put in the drainage control, 26 and do they agree with the conditions. Wyatt stated she would recommend receiving clarification 27 from the applicant during the Regular Meeting. 28 29 Commissioner Rozell referred to the parking spaces, he questioned if the building size were to 30 increase then an Alternative Development Plan (ADP) would not be required. Wyatt confirmed. 31 32 Commissioner Sanchez stated this process seems like a lot of work to add additional parking 33 spaces. He stated if the applicant has not met the 80% of maximum lot coverage this process should 34 not be required to develop additional parking spaces. 35 36 Commissioner Ellis referred to Commissioner Sanchez's comments, she questioned if the code 37 limits this Commission from being able to negate a certain amount. Wyatt stated the request is still 38 required to come before this Commission. Commissioner Ellis questioned if the Commission could 39 say they do have to follow this requirement because they have not met the lot coverage. Wyatt 40 stated staff does not have that authority. 41 42 Commissioner Ellis stated this topic is something to consider in the future with the Denton 43 Development code rewrite. Richard Cannone, Interim Planning Director, agreed. 44 45 Jennifer DeCurtis, Deputy City Attorney, stated when an ADP is reviewed, staff allows them to 46 supplement something they would normally be allowed to do in exchange for something else, and 2 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 if they were not changing things it would be a variance. This is the reason for the requirement. Chair Strange stated the reminder of this item can be discussed during the Regular Meeting. Hayley Zagurski, presented Item for Individual Consideration 413, which was formerly Consent Agenda Item 3C. There were no questions from the Commission. Chair Strange stated Public Hearing Items 4A and 4B have been postponed. Julie Wyatt, Senior Planner, presented Public Hearing Item 5C. There were no questions from the Commission. Julie Wyatt, Senior Planner, presented Public Hearing Item 5D. She stated the parcel is partially located within the City and partially within the extraterritorial jurisdiction. The applicant is proposing to subdivide the parcel into two lots, with an access easement on the rear of the property for residential development. Commissioner Beck questioned if the proposed six -lane major arterial is proposed to be developed within this area. Wyatt confirmed. There were no further discussion. Hayley Zagurski, Senior Planner, presented Public Hearing Item 5E. The applicant is proposing to split the existing single lot into two lots, Lot 2 has an industrial use developed on it currently. She stated Lot 1 is currently undeveloped. There were no questions from the Commission. Hayley Zagurski, Senior Planner, presented Public Hearing Item 5F. Commissioner Beck questioned if the City foresees any problems with the proposal. Zagurski stated not at this time. The intent is to develop single-family homes. Once the applicant gets to the platting stage then staff would review the infrastructure along Mills Road. Commissioner Beck questioned the timeline for the widening along Mayhill Road. Jim Jenks, Interim Development Review Engineering Manager, stated the overall Mayhill Road upgrade should be completed around summer of 2019. Commissioner Smith questioned if any of the streets that feed onto Mayhill Road are proposed to change, such as Mills Road. Jenks stated the Mobility Plan still reflects Mills Road as a collector. The intersection right-of-way dedication acquisition is shown on the applicant's initial submittal. Jenks stated he doesn't believe the City has any plans for Capital Improvement Projects. Jenks stated staff has mentioned to the applicant that staff will need to see their trip generation numbers. There was no further discussion. Chair Strange closed the Work Session at 5:45 p.m. REGULAR MEETING The Planning and Zoning Commission convened in a Regular Meeting on Wednesday, October 25, 2017 at 6:30 p.m. in the City Council Chambers at City Hall, 215 E. McKinney at which time 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 the following items were considered: Chair Strange called the Regular Meeting to order at 6:30 p.m. 1. PLEDGE OF ALLEGIANCE: A. U.S. Flag B. Texas Flag 2. CONSIDER APPROVAL OF THE PLANNING AND ZONING COMMISSION MINUTES FOR: A. September 27, 2017 Commissioner Tim Smith motioned, Commissioner Larry Beck seconded to approve the September 27, 2017, meeting minutes. Motion approved 7-0. Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis "aye", Commissioner Tim Smith "aye", and Commissioner Alfred Sanchez "aye". B. October 11, 2017 Commissioner Tim Smith motioned, Commissioner Margie Ellis seconded to approve the October 11, 2017, meeting minutes. Motion approved 7-0. Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Chair Jim Strange "aye", Commissioner Margie Ellis "aye", Commissioner Tim Smith "aye", and Commissioner Alfred Sanchez "aye". Commissioner Andrew Rozell abstained. 3. CONSENT AGENDA: A. Consider a request by Key Ventures for approval of a Final Plat of Lots 1-4 and CA -1_ Block A of the Mission Street Offices Addition. The 2.05 acre site iseg nerally located at the southeast corner of the East Mission Street and Fort Worth Drive intersection. (FP17-0016, Mission Street Offices, Hayla Za ursk . B. Consider a request by Denton Commons LLC and Wind River Lodging Ltd for abbroval of a Final Plat of Lots 1 and 2_ Block A of the Denton Commons Addition. The 3.73 acre site is generally located west of the I -35E Service Road, approximately 405 feet north of Wind River Lane. (FP17-0015, Denton Commons, Haley Za urski). C. Consider a request by Blue Horseshoe Ltd for approval of a Final Plat of Lots 1 and 2, Block A of the Duluth Trading Co. - Northern Tool Addition. The approximately 5.21 acre site is generally located on the west side of the 4 1 I-35 service road approximately 1,000 feet south of West University Drive. 2 (FP17-0021, Duluth and Northern Tool, Hayley Zagurski). 3 4 This item was removed from the Consent Agenda and heard as Item for Individual Consideration 5 4B. 6 D. Consider a request by Walter N. Warschun, Trustee for approval of a Final Plat 7 of the Walter Warschun Ranch Addition Lot 1 Block A. The 2 acre site is 8 generally located approximately 2,100 feet northwest of the intersection of Gribble 9 Springs Road and Warschun Road. (FP17-0009, Walter Warschun Ranch 10 Addition, Julie Wyatt), 11 12 E. Consider a request by Robson Denton Development, LP for approval of a 13 Final Plat of Robson Ranch_ Unit 18-1. The abnroximately 39.23 acre site is 14 generally located on the east side of Yarbrough Way, approximately 3,100 15 feet north of Robson Ranch Road. (FP17-0005 Robson Ranch Unit 18-1 Julie 16 Watt 17 18 Hayley Zagurski, Senior Planner, stated Consent Agenda Item 3C would be heard as an Item for 19 Individual Consideration. She provided a brief description as to why the item was moving to Items 20 for Individual Consideration. She stated the applicant was unable to file their Hold Harmless 21 Agreement prior to this meeting. The item will be conditionally approved based on the condition 22 that the applicant file the Hold Harmless Agreement or receive approval of their TXDOT permit. 23 24 Commissioner Tim Smith motioned, Commissioner Steve Sullivan seconded to move Consent 25 Agenda Item 3C to Item for Individual Consideration 4B. Motion approved 7-0. Commissioner 26 Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair 27 Jim Strange "aye", Commissioner Margie Ellis "aye", Commissioner Tim Smith "aye", and 28 Commissioner Alfred Sanchez "aye". 29 30 Commissioner Tim Smith motioned, Commissioner Andrew Rozell seconded to approve Consent 31 Agenda Items 3A, 313, 31), and 3E. Motion approved 7-0. Commissioner Larry Beck "aye", 32 Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange 33 "aye", Commissioner Margie Ellis "aye", Commissioner Tim Smith "aye", and Commissioner 34 Alfred Sanchez "aye". 35 36 4. ITEMS FOR INDIVIDUAL CONSIDERATION: 37 38 A. Consider a request for approval of an Alternative Development Plan for a proposed 39 office development on approximately 0.56 acres located on the east side of South 40 Woodrow Lane, approximately 275 feet south of East McKinney Street. The 41 property is currently zoned Community Mixed Use General (CM -G) District. The 42 purpose of the Alternative Development Plan is to deviate from Section 43 35.13.10.B. Ld of the Denton Development Code which requires permeableap ving 44 for those parking spaces that exceed the number of parking spaces 45 required. (ADP17-0002, Ross Law Office, Julie Wim). 46 1 Julie Wyatt, Senior Planner, provided the backup materials for this request. The applicant is 2 proposing to deviate from Section 35.13.10.B.1.d of the Denton Development Code which requires 3 permeable paving for those parking spaces that exceed the number of parking spaces required. The 4 proposed structure would be a 4,350 square foot law office, with one parking space required per 5 450 square foot. There are 10 spaces required, the applicant is proposing 15 parking spaces. Staff 6 recommends approval of this request based on the following conditions: a. Construct a grass 7 channel stormwater control designated to treat approximately 972 square feet of drainage area s during an event generating 1.5 inches of rain or less as depicted on the attached Landscape Plan 9 and Drainage Area Map. b. Line the channel with dense types of grasses to reduce the flow velocity 10 and further increase the treatment residence time as depicted on the attached Landscape Plan. 11 12 Commissioner Rozell questioned if this Commission could approve the request without the 13 conditions. Wyatt deferred to DeCurtis. Jennifer DeCurtis, Deputy City Attorney, stated the 14 conditions are normally tied to the plan since this is an Alternative Development Plan. 15 16 Commissioner Rozell stated he feels that the proposed development is substantially under the lot 17 coverage requirements. He stated he feels it would be more productive if the applicant were present 18 to speak. 19 20 Applicant, John A. Ross Jr., 121 N. Woodrow Ln, Suite 20, Denton, Texas 76205. 21 22 Commissioner Rozell questioned Ross if they are in favor of the conditions or if they have any 23 comments regarding the conditions. Ross stated they agree with the conditions. Ross stated if the 24 proposed parking spaces are approved, they do not plan to add any additional parking spaces in 25 the future. 26 27 Commissioner Sanchez questioned if the drainage channel would pick up or stop pollutants. He 28 questioned if there would be any effect on the vegetation, and if there is a mechanism in place for 29 the drainage monitoring. Wyatt stated there is not a mechanism to monitor drainage after 30 development. If the channel were to get clogged or impact the adjacent properties, then the City 31 would have to get involved. 32 33 Chair Strange questioned Ross how long the review process has taken. Ross stated approximately 34 one and a half years, the ADP was started approximately three to four months back. Chair Strange 35 questioned the estimated cost this process has taken. Ross stated approximately $10,000 - $15,000. 36 37 Chair Strange and Commissioner Rozell stated they would like staff to visit this topic during the 38 Denton Development Code rewrite. 39 40 Commissioner Rozell motioned to approve this request based on staff's conditions. The lot 41 coverage is exceptionally lower than required. Commissioner Smith seconded. 42 43 Commissioner Sanchez agreed with Commissioner Rozell. He stated this process puts a large 44 burden on the applicant. 45 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 Commissioner Andrew Rozell motioned, Commissioner Tim Smith seconded to approve this request based on the following conditions: a. Construct a grass channel stormwater control designated to treat approximately 972 square feet of drainage area during an event generating 1.5 inches of rain or less as depicted on the attached Landscape Plan and Drainage Area Map. b. Line the channel with dense types of grasses to reduce the flow velocity and further increase the treatment residence time as depicted on the attached Landscape Plan. Motion approved 7-0. Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis "aye", Commissioner Tim Smith "aye", and Commissioner Alfred Sanchez "aye". 5. PUBLIC HEARINGS: A. Hold a public hearing and consider adoption of an ordinance approving an amendment to the Denton Develonment Code_ Subchabter 35.16_ Sections 35.16.6 and 35.16.20, by clarifying agreements required for plat approvals and building permits. DCA17-0010, Development Contracts, Jim Jenks). THIS ITEM HAS BEEN POSTPONED INDEFINITELY. Chair Strange opened the Public Hearing. He stated this item has been postponed. Commissioner Smith questioned if there is a timeframe for the item being postponed. Jim Jenks, Interim Development Review Engineering Manager, stated he believes it should come back before this Commission in November or December of 2017. Chair Strange closed the Public Hearing. Commissioner Andrew Rozell motioned, Commissioner Tim Smith seconded to postpone this item indefinitely. Motion approved 7-0. Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis "aye", Commissioner Tim Smith "aye", and Commissioner Alfred Sanchez "aye". B. Hold a public hearing and consider a request by CDI 2499, LLC to for an initial zoninu of Communitv Mixed Use General (CM -G) District on abbroximately 6 acres. The properly is generally located on the east side of the future FM 2499 alignment, approximately 1,400 feet south of Robinson Road. (Z17-0022, Eastside at Oakmont Julie Wyatt). THE APPLICANT HAS AMENDED THE REQUEST; THEREFORE THIS ITEM HAS BEEN POSTPONED TO THE NOVEMBER 8 2017 PLANNING AND ZONING COMMISSION MEETING. Chair Strange opened the Public Hearing. The Public Hearing was left open. Commissioner Tim Smith motioned, Commissioner Larry Beck seconded to continue this item to a date certain of November 8, 2017. Motion approved 7-0. Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis "aye", Commissioner Tim Smith "aye", and Commissioner Alfred Sanchez "aye". C. Hold a public hearing and consider a request by Not Quite 4A Properties, L.P. for qpproval of a Final Plat of Lots 6R-1 and 6R-2 of the Emily J. Fry Addition; being 7 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 a replat of Lot 6R of the Emily J. FU Addition. The approximately 4.67 acre property iseg nerally located west of Duncan Street, approximately 100 feet south of Smith Street. (FR17-0021, Emile Addition, Julie Wyatt). Chair Strange opened the Public Hearing. Julie Wyatt, Senior Planner, provided a brief presentation for this request. There was no one to speak on this item. Chair Strange closed the Public Hearing. Commissioner Larry Beck motioned, Commissioner Margie Ellis seconded to approve this request. Motion approved 7-0. Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis "aye", Commissioner Tim Smith "aye", and Commissioner Alfred Sanchez "aye". D. Hold a public hearing and consider a request by Glenn Laughlin and Fontaine D. Laughlin for approval of a Final Plat of Lots 1R and 2R, Block A of the Texas 380 RV Addition; being a replat of Lot 1, Block A of the Texas 380 RV Addition. The approximately 8.90 acre property is generally located south of East University Drive, approximately 1,025 feet east of North Trinity Road. FR17-0013, Texas 380 RV Addition, Julie Wyatt). Chair Strange opened the Public Hearing. Julie Wyatt, Senior Planner, provided a brief presentation for this request. The following individual spoke during the Public Hearing: Mignon Laughlin, 630 Lakeshore Boulevard, Oak Point, Texas. Laughlin stated she is the mother of one of the applicants, the property owners are going through a divorce and need to divide the property into two lots. She stated there are no development changes proposed for the lots. There was no further discussion. Chair Strange closed the Public Hearing. Commissioner Andrew Rozell motioned, Commissioner Tim Smith seconded to approve this request. Motion approved 7-0. Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis "aye", Commissioner Tim Smith "aye", and Commissioner Alfred Sanchez "aye". E. Hold a public hearing and consider a request by NL Ventures X Dakota LLC for approval of a Final Replat of Ryan Companies Addition, Lots 1 R and 2R, Block B, being a replat of Ryan Companies Addition, Lot 1, Block B. The approximately 33.59 acre property iseg nerally located on Dakota Lane approximately 850 feet south of Airport Road and within the Robert Chowning Survey, Abstract Number 266 and within the O.S. Brewster Survey, Abstract Number 56. (FR17-0018, Ryan Companies Addition, Hayle�Za urski) Chair Strange opened the Public Hearing. Hayley Zagurski, Senior Planner, provided a brief presentation for this request. There was no one to speak. Chair Strange closed the Public Hearing. E3 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 Commissioner Larry Beck motioned, Commissioner Tim Smith seconded to approve this request. Motion approved 7-0. Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis "aye" Commissioner Tim Smith "aye", and Commissioner Alfred Sanchez "aye". F. Hold a public hearing and consider a request by Cope Equities LLC for an initial zoning of Neighborhood Residential 6 (NR -6) District on approximately 16.39 acres. The property is generally located at the northeast corner of Mayhill Road and Mills Road. (Z17-0023, Cope Addition, Hayley Zagurski), Chair Strange opened the Public Hearing. Hayley Zagurski, Senior Planner, provided a brief presentation for this request. She stated staff recommends approval of this request. Commissioner Smith questioned if the mobility expansion would be decided during the platting process. Zagurski confirmed. The following individuals spoke during the Public Hearing: William Butler, 4923 Mills Road, Denton, Texas. Butler stated he resides adjacent to the subject property and did not receive a notice of public hearing. He stated he feels the proposal will have an impact on the existing properties. This will set the tone for the rest of the surrounding properties and area. Butler stated Mills Road dead -ends, he stated he is under the impression that the ingress and egress for the subject site will be off of Mayhill Road. Chair Strange stated some of those items will be determined during the platting process, not during the zoning request. Commissioner Smith stated it will be hard for this Commission to discuss density since that portion of the review will be done during the platting process. He stated the use does fit the Future Land Use Map and the Denton Plan 2030. Commissioner Smith informed Mr. Butler that his objections and concerns are valuable, however, they would need to come back before this Commission during the platting process. Butler stated he is not against residential development, he stated in some ways he would prefer it over commercial development. He stated he is opposed to the density. Commissioner Smith questioned if staff could do some zoning comparisons. Zagurski provided details regarding density within other zoning districts. Kenneth Stout, 4608 Mills Road, Denton, Texas. Stout stated it will be difficult to add anything to this area, there is a lot of through traffic already within the area. He stated he is concerned with the traffic, water and sewer in the area. There are a lot of busses that travel through this route. Commissioner Rozell questioned Mr. Stout how long he has resided in the area. Stout stated he wife has lived on Mills Road since 1946. Commissioner Rozell encouraged Mr. Stout to come P] 1 back during the platting process and provide his feedback. He stated more information on the 2 proposed development would be provided during that time. 3 4 David Shelton, 5050 Mills Road, Denton, Texas. Shelton stated he has concerns with the 5 traffic and roads within the area. He questioned the number of houses that will be developed. Chair 6 Strange stated that is not determined at this time, it will be determined during the platting process. 7 Shelton stated the current roads cannot handle the amount of traffic that would be added to the 8 area. 9 10 George Carroll, 5200 Mills Road, Denton, Texas. Carroll stated he agrees with the 11 comments made by his neighbors. There are a lot of houses in the area. He would like to see the 12 area stay the way it is currently. 13 14 Tina Crawford, 520 Fox Creek Court, Denton, Texas. Crawford stated she is opposed to 15 the Neighborhood Residential -6 (NR -6) proposed zoning district. She stated there are too many 16 houses proposed. Crawford stated she received three notices in the mail for this request. 17 18 Sandy Butler, 4923 Mills Road, Denton, Texas. Butler stated she is representing her family 19 members that also reside near the property. She stated they did not receive the notice for this 20 request. She stated it would be nice if the notices went to the individuals that pay taxes. Jennifer 21 DeCurtis, Deputy City Attorney stated the notices are only sent to property owners within the City 22 of Denton. Zagurski stated some of these properties were listed as extraterritorial jurisdiction. 23 24 There was no one else to speak on this item. Chair Strange closed the Public Hearing. 25 26 Chair Strange stated there are a number of individuals that have spoken in opposition of this 27 request, he stated he is not sure if that would require a supermajority vote. DeCurtis stated not 28 during this meeting, if it does meet the 20%, then a supermajority vote would be required during 29 City Council. 30 31 Commissioner Sanchez stated a lot of the feedback received is regarding the current status of Mills 32 Road. He stated he feels long term the area will develop. He would like to see this Commission 33 work with the City to ensure that these roads in the area get redeveloped. There are a lot of students 34 that commute through this area. 35 36 Commissioner Smith stated he agrees that Mills Road is in need of repair. He stated he would like 37 to see the citizens come back and speak during the platting request. 38 39 DeCurtis stated notices are not sent out for the platting process, therefore, they would need to 40 check the upcoming agendas to see if the item is scheduled to come back as a plat request. 41 42 Commissioner Beck thanked the individuals for speaking and encouraged them to attend during 43 the platting request to provide their feedback as well. 44 45 Commissioner Rozell stated he feels that NR -6 zoning is appropriate for this land. 46 10 1 Commissioner Ellis thanked the individuals to attending and speaking. She stated she feels NR -6 2 makes sense for this piece of land. 3 4 Commissioner Sanchez thanked the individuals for attending and speaking. 5 6 Commissioner Andrew Rozell motioned, Commissioner Tim Smith seconded to approve this 7 request. Motion approved 7-0. Commissioner Larry Beck "aye", Commissioner Steve Sullivan 8 "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis 9 "aye", Commissioner Tim Smith "aye", and Commissioner Alfred Sanchez "aye". 10 11 6. PLANNING & ZONING COMMISSION PROJECT MATRIX 12 13 A. Planning and Zoning Commission project matrix. 14 15 Chair Strange stated he would like to add the public notices topic to the matrix as a point of 16 discussion. He stated this Commission and staff might want to consider sending notices to property 17 owners within the extraterritorial jurisdiction (ETJ) that are adjacent to subject properties. Jennifer 18 DeCurtis, Deputy City Attorney, stated a courtesy notice could be considered for properties within 19 the ETJ, since the 200 foot notices are properties within the city limits per state statutes. 20 21 Commissioner Rozell questioned which applications would receive the new public notification 22 requirements. Richard Cannone, Interim Planning Director, stated any project submitted after 23 October 1, 2017. 24 25 Commissioner Rozell questioned if there will be an upcoming joint Planning and Zoning 26 Commission and City Council meeting. DeCurtis questioned if there is an item for discussion. 27 Commissioner Rozell stated the tree ordinance and potentially another item. 28 29 Commissioner Sullivan requested the public notices map to be compiled with an actual aerial view 30 map. Cannone stated he had the same concerns regarding the map. Those changes will be updated 31 before the next meeting. 32 33 There was no further discussion. Chair Strange adjourned the Regular Meeting at 8:00 p.m. 34 11 S:\Legal\Our Documents\Ordinances\17\Z17-0023 Ordinance.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, REGARDING INITIAL ZONING CLASSIFICATION OF A NEIGHBORHOOD RESIDENTIAL 6 (NR -6) DISTRICT AND USE CLASSIFICATION ON APPROXIMATELY 16.39 ACRES OF LAND GENERALLY LOCATED AT THE NORTHEAST CORNER OF MAYHILL ROAD AND MILLS ROAD 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. (Z17-0023) WHEREAS, Cope Equities, LLC has applied for an initial zoning district and use classification on approximately 16.39 acres of land legally described and depicted in Exhibit A, attached hereto and incorporated herein by reference (hereinafter, "the Property"); and WHEREAS, on October 25, 2017, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, have given the requisite notices by publication and otherwise, and have held due hearings and afforded full and fair hearings to all property owners interested in this regard, and have recommended approval [7-0] of the change in zoning and use classification with; and WHEREAS, on November 7, 2017, the City Council likewise conducted a public hearing as required by law, and finds that the request meets and complies with all substantive and procedural standards set forth in Section 35.3.4 of the Denton Development Code, and is consistent with the Denton Plan and the Denton Development Code; WHEREAS, the Planning and Zoning Commission and the City Council of the City of Denton, in considering the application for an initial zoning 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 that said initial zoning 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 established as NR -6 District. SECTION 3. The City's official zoning map is hereby amended to show the zoning district and use classification. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. Any person, firm, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a misdemeanor and shall be punished by fine in a sum not exceeding $2,000.00 for each offense. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. That an offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Denton Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 7. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: {fit lJ/'1 ,i Exhibit A Site Location Map Z17-0023 Site Location SITE e a Parcels 4" MENTON Roads Nil Pt AM 1-i -Fl -01i MAYHILL ROAD ;4�z;zr .7z;- rq Planning Report Z17-0023 / Cope Addition City Council District 2 City Council December 5, 2017 REQUEST: Hold a public hearing and consider a request by Cope Equities LLC for an initial zoning of Neighborhood Residential 6 (NR -6) District on approximately 16.39 acres. The property is generally located at the northeast corner of Mayhill Road and Mills Road. The Planning and Zoning Commission recommended approval of the request (7-0). (Z17-0023, Cope Addition, Hayley Zagurski). OWNER: Cope Equities LLC APPLICANT: Aaron Graves, Kimley Horn BACKGROUND: The request is for an initial zoning of Neighborhood Residential 6 (NR -6) District in order to develop the subject property with a single-family residential subdivision. The property was annexed into the City of Denton in 2013, and at that time was assigned the placeholder zoning designation of Rural Residential (RD -5X) District in accordance with Section 35.16.8.G of the Denton Development Code (DDC). RD -5X District is not an official zoning district of the City of Denton, but rather a temporary designation that applies until an initial zoning designation is approved for the annexed property. Under the temporary zoning of RD -5X, the property could only be subdivided into parcels of 5 acres or more in size. The applicant has indicated that their intent is to subdivide the property into approximately 86 lots. No plans were submitted with this request to indicate the layout of the proposed subdivision. Details related to lot configuration and density will be examined during the platting process. SITE DATA: The 16.39 acre subject property is an unplatted tract of land located at the northeast corner of Mayhill Road and Mills Road. The property is currently undeveloped. The property has approximately 478 feet of frontage on Mayhill Road. Mayhill Road is classified as a Primary Arterial by the Mobility Plan. Primary Arterials require 110 to 135 feet of right-of- way, are designed as either four or six lane roadways, and can handle over 15,000 vehicles per day. Currently Mayhill Road is a two-lane undivided roadway with approximately 25 feet of pavement width in this area, but plans for the expansion and realignment of Mayhill Road are underway. The property has approximately 1,390 feet of frontage on Mills Road. Mills Road is classified as a Collector Street by the Mobility Plan. Collector streets require 65 to 70 feet of right-of-way, are designed as two lane undivided roadways, and can handle between 1,000 and 8,000 vehicles per day. Currently Mills Road is a two-lane undivided roadway with approximately 20 feet of pavement width. Access to the proposed subdivision would be from Mills Road rather than Mayhill Road, and the requirements for improvements to Mills Road along the subject property's frontage would be assessed during the platting process. USE OF PROPERTY UNDER CURRENT ZONING: Under the RD -5X placeholder district, the subject property is subject to all the regulations of the Rural Residential (RD -5) zoning classification in Subchapter 5 of the Denton Development Code. RD -5 District primarily permits uses rural in nature including agriculture, livestock, large -lot single family, manufactured housing developments, sale of products grown on site, veterinary clinics, kennels, day cares, and elementary schools. Group homes, administrative or research facilities, and feed lots require approval of a Specific Use Permit (SUP). The minimum lot size for properties in the RD -5 District is 5 acres. SURROUNDING ZONING AND LAND USES: North: Property to the north is designated RD -5X and is developed with auto repair and single- family residential uses. Property to the north east is located in the City's Extraterritorial Jurisdiction (ETJ) and is developed with a single-family residential use. East: Property to the east is located in the ETJ and is developed with a single-family residential use. To the east — southeast is an undeveloped area designated RD -5X. South: The property is adjoined by Mills Road to the south. Across Mills Road in a Neighborhood Residential 2 District is a Denton ISD transportation facility and Ryan High School. A Denton ISD service building located in an Employment Center Industrial (EC -I) District is located to the south along Mayhill Road. West: Mayhill Road adjoins the property to the west. Across Mayhill Road are single-family residences and undeveloped property located in the EC -I District. COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: The subject property is situated in an area with a mixture of zoning designations and existing uses. Currently the density of residential uses in the area is lower, as is expected for more rural locations that have been recently annexed into the City. The NR -6 District is intended for single-family, townhome, and duplex uses with a maximum density of 6 dwelling units per acre. Although the density of residences in the area could substantially increase with the proposed rezoning, the uses permitted in the NR -6 District would not be incompatible with the surrounding residential uses and the neighboring school facilities. The applicant's intent to develop a single-family subdivision on the property would comply with the intent of this district. A Comparison of Permitted Uses in the existing RD -5 and proposed NR -6 Districts is attached for reference. COMPREHENSIVE PLAN: Per the Denton Plan 2030, the Future Land Use designation of the subject property is Moderate Residential. This designation is primarily intended to promote single-family housing on smaller lots, typical of Denton's more compact, established single-family neighborhoods. The density of Moderate Residential areas should range between four and twelve units per acre. Low-rise multifamily dwellings and townhomes may also be located in these areas so long as they maintain a scale and style that complements the character of the area. This designation typically applies to the central areas of Denton and often serves as a transition between established single-family neighborhoods and mixed-use or commercial areas that can accommodate greater density. The uses and density of development permitted in the NR -6 District are consistent with the Future Land Use Designation of Moderate Residential. CONSIDERATIONS: 1. The request is for an initial zoning of NR -6 District in order to develop a single-family residential subdivision which would not be permitted under the placeholder RD -5X zoning designation. 2. The proposed rezoning is likely to result in the property being developed at a higher density than what is permitted under the current zoning. However, the NR -6 District permits primarily residential uses, which would be compatible with the surrounding mixed development pattern, which includes rural residences, undeveloped land, school facilities, and other commercial uses in the general vicinity. 3. Per Section 35.3.4.B of the DDC, the following criteria for approval shall be considered for a rezoning request: a. The proposed rezoning conforms to the Future Land Use element of the Denton Plan 2030. The Future Land Use designation of the subject property is Moderate Residential, which encourages residential development and is intended to serve as a transition between lower density neighborhoods and mixed-use or commercial areas. The permitted uses and development scale in the proposed NR -6 District align with these goals for Moderate Residential areas. b. The proposed rezoning facilitates the adequate provision of transportation, water, sewers, schools, parks, and other public requirements and public convenience. An infrastructure needs assessment, depending on the ultimate development proposal, would be conducted at the time of platting. Compliance with all transportation and infrastructure requirements would be required with development of the site. STAFF RECOMMENDATION: Staff recommends approval of the request as it is compatible with the surrounding property and is consistent with the goals and objectives of the Denton Plan 2030. OPTIONS: 1. Approve as submitted. 2. Deny. 3. Postpone consideration. 4. Table item. PUBLIC NOTIFICATION: To comply with the public hearing notice requirements, 13 notices were sent to property owners within 200 feet of the subject property, 20 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. PROJECT TIMELINE: Application Received: 1st Submittal Sent to DRC Members Comments Released to Applicant: Business Days under DRC Review: Business Day out to Applicant: Total Business Days: ATTACHMENTS: • Aerial Map • Zoning Map • Proposed Zoning Map • Future Land Use Map • Comparison of Permitted Uses • Notification Map Prepared by: Hayley Zagurski Senior Planner September 5, 2017 September 13, 2017 September 26, 2017 9 0 9 Respectfully submitted: Richard Cannone, AICP Interim Planning Director Z17-0023 Site Location -- N 0 255 510 1,020 nmemvemuxnemiavenwnmuxnemiavei . SITE COD Feet u R E Ien�vemuxnemiavenwnmuxnemiaven/ � 9 _ Parcels ETJ �,TY or 1 NAA 8/1/20 Roads C: Revellojpiriiein&Sewlices- GIIS Date: 9/18/2017 the eCityYoffDentop and hpave been made a dailablento the publichbased are the PablicminPormfat�on A�tct ThUe City of Denton should not eff rt To�preoduceesnr7 or the 9nost ooar�ent aridtaccu for informatPon posslble� No warPanties�hexpressetr7 or limphed, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. I Z17-0023 Existing Zoning Map 61 �Z g ETJ NR -1 xz III'I1' J` c.."� : 2 II N2 ui a bflNw w O�R�P�O y , , „"o,. ., .... ; 6V 8 1 dN u � fla Vy ;Nle � SITE ���������� ®NRMU I zo zss sto ozo Fe etNR-3 M -G NR -1 III NR -4 NRMU-12 Roads IT EC -1 NR -2 NR -6 PD U oorY DENTONRD-5X C:Bo-.veilolv)i riiein & Seirviioe.s • GIS Det, 9/18/2017 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 legpal, enpineerinq 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 effort To produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization of th is map indicates understanding and acceptance of th is statement. Z17-0023 Proposed Zoning Map 61 �Z g ETJ NR -1 EliC/ / / � n-�.�. e u N b e e s' y✓ 2 II N2 ui , , ., .... a bflNw w O�R�P�O y „"o,. ; 6V 8 1 dN u � fla Vy kLt:. . V NAWRAMM M. SITE CM -E ETJ �® NR -3 NRMU E I o zss sto ozo Feet z� Parcels ,,,, CM -G NR -1 III NR -4 Ilam, n I� NRMU-12 IVV�VVIUIVIl�I� Roads EC -1 NR -2 NR -6 PD U DoT, DENTONRD-5X C:Bo-.veilolv)i riiein & Seirviioe.s • GIS Det, 9/18/2017 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 legpal, enpineerinq 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 effort To produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. Z17-0023 Future Land Use Map 7W Z suFF< <EN W idential FOURTH THIRD SECOND K 0 500 1,000 2,000 SITE Future Land Use Neighborhood Mixed Use W E Feet Parcels Rural Areas Business Innovation s 8 Roads Low Residential Industrial Commerce $ie cIT, Moderate Residential Government /Institutional m DevellolKai IDENTON riiein& Seirviices • GII z Community Mixed Use Parks /Open Space Date 9/18/2011 the offDentop and hpave beermmade a daPabento the pUbchbased are the PubiC?nPor mfathon Atct ThUe Cty of Denton) shouldnot eff r t Top reod uceesnd or thio most ooareent aridtaccu for info(matPon possbeh No warPantiesthexpressetd or IlmPH2, are provided for the data herein, Its use, or Its Interpretation. Utilization ofthis map Indicates understanding and acceptance of th is statement. I RD -5 NR -6 RD -5 NR -6 Residential Uses Agriculture p p Livestock L(7) L(7) Single-family Dwellings p p Accessory Dwelling Units F' SUP/L(1) Attached Single-family Dwellings N p Dwellings above Businesses N N Live/Work Units F' L(16) Duplexes N r Community Homes for the Disabled p p Group Homes ''M P N Multi -family Dwellings N N Fraternity or Sorority House N N Dormitory N N Manufactured Housing Developments 'M P RD -5 NR -6 Commercial Land Uses Home Occupation p r Sale of Products Grown on Site p N Hotels N N Motels N N Bed and Breakfast L(10) N Retail Sales and Service N N Movie Theaters N N Restaurant N N Private Club N N Bar N N Drive -Through Facility N N Professional Services and Offices N N Quick Vehicle Servicing N N Vehicle Repair N N Auto and RV Sales N N Laundry Facilities N N Equestrian Facilities p N Outdoor Recreation p p Indoor Recreation N N Major Event Entertainment N N Commercial Parking Lots N N Administrative or Research Facilities ''MP N Broadcasting or Production Studio 'M P N Sexually Oriented Business N N RD -5 NR -6 Industrial Land Uses Craft Alcohol Production N N Printing/Publishing N N Bakeries N N Manufacture of Non -Odiferous Foods N N Feed Lots ''MP N Food Processing N N Light Manufacturing N N Heavy Manufacturing N N Wholesale Sales N N Wholesale Nurseries p N Distribution Center Warehouse, General N N Warehouse, Retail N N Self -Service Storage N N Construction Materials Sales N N Junk Yards and Auto Wrecking N N Wrecker Services and Impound Lots N N Kennels L(14) N Veterinary Clinics p N Sanitary Landfills, Commercial Incineratiors, Transfer Stations N N Gas Wells L(27) L(27) RD -5 NR -6 Institutional Land Uses Basic Utilities F' L(25) Community Service N N Parks and Open Space p p Churches p p Semi -Public Halls, Clubs, and Lodges N `M P Business/Trade School N N Adult or Child Day Care "Ii P Kindergarten, Elementary School 11" Middle School N N High School N N Colleges N N Conference/Convention Centers N N Hospital N N Elderly Housing N ''M P Medical Centers N N Cemeteries N N Mortuaries N N WECS L(41) `MP WECS L(42) 'MP RD -5 NR -6 General Regulations Minimum Lot Area (square feet) 5 acres 6,000 Maximum Density 0.2 6 Maximum Lot Coverage 15% 60% Minimum Landscaped Area 75% 40% Maximum Building Height 65 feet 40 feet LIMITATIONS: L(1) —Subject to the following criteria: 1. The proposal must conform with the overall maximum lot coverage and setbacks requirements of the underlying zone. 2. The maximum number of accessory dwelling units shall not exceed one per lot. 3. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed 50% of the GHFA of the primary residence on the lot, and shall not exceed 1,000 square feet GHFA unless the lot meets the requirements of L(1).5. 4. One additional parking space shall be provided that conforms to the off-street parking provisions of the DDC. 5. The maximum GHFA of the accessory residential structure shall not exceed 50% of the GHFA of the primary residence on the lot, where the lot size is equal to or greater than 10 acres in size. An SUP is not required for such an accessory residential structure where the lot size is equal to or greater than 10 acres. L(7) — Limited to two animals on parcels one to three acres in size. Additional animals may be added at a rate of one per each acre over three acres. L(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(10) —All restrictions of L(8), but limited to no more than five (5) guest units. L(14) — Uses are limited to no more than ten thousand (10,000) square feet of gross floor area. L(16) — Uses are limited to no more than 1,500 square feet of gross floor area per lot. L(25) — If proposed use is within 200 feet of a residential zone, approval is subject to an SUP. L(27) — Must comply with the provisions of Subchapter 22, Gas Well Drilling and Production L(38) — Must meet the requirements of Section 35.12.9. L(41) — Lots where the proposed WECS will be located shall have a minimum lot area of two (2) acres. A maximum of one (1) WECS is permitted by right. Multiple WECS are permitted only with approval of a SUP. L(42) — Building -mounted WECS may not extend higher than ten (10) feet above where the WECS is mounted on the building. The height shall be measured from the base of the WECS where it is mounted on the building to the highest point of the arc of the blades' elevation. If the WECS does not use blades, then height is measured from the base of the WECS where it is mounted on the building to the highest point of the WECS. Z17-0023 Notification Map In Favor SITE o�,vninuenuaavenwninuenuaaven COD -1` WE 0 155 310 620 Feet Opposed Roads ETJ %` IT Certified Parcels .. il NAA 8/1 /20 ❑ / e. --------------- DENTONNeutral RP6 X9 BlDe1102IwIIvHw • Ye11/ 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 legpal, enpineerinq 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 A. The City of Denton makes every effort To produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. A— CITY Development Services %MMM 40 F DE! NTON 215 W. Hickory St., Denton, TX 76201 o (940) 349-8541 Response Form Project Number Z 17-0023 Cope Addition In order for your opinion to be counted, please complete and mail this form to: City of Denton Development Services Attn: Julie Wyatt, Project Manager 215 W. Hickory St. Denton, TX 76201 You may also email or fax a copy to jufie.wyatt*ityofdenton.com or (940) 349-7707. Project Number Z17-0023 Please circle one; o In favor of request Apposed to request Signature: NVII '1,1k-.�—- --r- '(' Crz Printed Name: I c UJ "L yy Street Address: -3 City, State and Zip Code: 6-2 Phone Number: Email Address: vJ WK C - Physical Address of Property within 200 Feet: aq.Q. / ADAIFOR/ADEA www.eityofdentonxom TDD (800) 735-2989 Z17-0023 Cope Addition Planning Division Dec. 5, 2017 EN TN Request: Hold a public hearing and consider adoption of an ordinance for an initial zoning of Neighborhood Residential 6 (NR -6) District on approximately 16.39 acres currently designated as RD -5X. The property is generally located at the northeast corner of Mayhill Road and Mills Currently this property may only be subdivided into lots of 5 acres or greater under RD -5x. (Maximum of 3 lots) iuThe proposed rezoning conforms to the Future Land Use element of the Denton Plan 2030. The proposed rezoning facilitates the adequate provision of transportation, water, sewer, schools, parks, other public requirements, and public convenience. uoThe property will be required to be platted. Infrastructure needs assessment will be completed at this time. Moderate Residential ' /A/� Promotes more compact,%ar OD single-family IoW R,d . development l BusinQ VioPromotes density between 4 and 12 units per acreNel �ioServes as a transition � ��ii ',�,,,,, between less dense ,ii%�//////�% �X� residential mixed-use or commercial areas �! u NR -6 is consistent with l "AN this designation Primary Arterial under expansion Mills Road Collector — requires 65-70 feet of ROW (two thru lanes and sidewalk) Perimeter street improvements will be required along Mills Road (requirements to be determined at platting) Water/Sewer — available along Will have to be extended for development of the property Zt 7-0023 Notification I 200 ft. Notices: 13 - Responses to 200 ft. Notice: In Opposition: 1 (1.09%) yp . III' a III ' W NITLV.SRD � Y In Favor: �"1 u iuili, 500 ft. Courtesy Notices: 20 In Favor SITE � � CJD PD-E�NTON opposed 2 ads ETJ NeutraR carrFred Parcels NAA ertr2a iuStaff recommended APPROVAL: noNR-6 is compatible with the surrounding property. VioNR-6 is consistent with the goals and objectives of the Denton Plan 2030 for Moderate Residential areas. VioDevelopment of the property will facilitate public improvements along Mills Road (i.e. water, sewer, and street construction). iuThe Planning and Zoning Commission recommended APPROVAL of the request (7-0). City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'IC"'IN Legislation Text File #: Z17 -0016a, Version: 1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance to rezone approximately 71.76 acres from an Industrial Center Employment (IC -E) District to a Neighborhood Residential Mixed -Use (NRMU) District. The property is generally located on the south side of West Oak Street approximately 290 feet west of the Interstate Highway 35 service road in the City of Denton, Denton County, Texas. The Planning and Zoning Commission recommended approval of the request (4-3). (Z17-0016, Retreat at Denton). City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I._eggl;>karI City of Denton _ city Hale 41"I&IMMM215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: December 5, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance to rezone approximately 71.76 acres from an Industrial Center Employment (IC -E) District to a Neighborhood Residential Mixed -Use (NRMU) District. The property is generally located on the south side of West Oak Street approximately 290 feet west of the Interstate Highway 35 service road in the City of Denton, Denton County, Texas. The Planning and Zoning Commission recommended approval of the request (4-3). (Z17-0016, Retreat at Denton). BACKGROUND The request is for a rezoning from IC -E District to NRMU District on 71.76 acres of property located on the western side of Denton at the southeast corner of the intersection of West Oak Street and the future extension of Precision Drive. The rezoning is intended to facilitate the development of multi -family residential and outdoor recreation uses on the property, for which a Specific Use Permit (SUP) request has been concurrently submitted. A full staff analysis of the rezoning request is provided in Exhibit 2. To comply with public hearing notification requirements, 11 notices were sent to property owners within 200 feet of the subject property. The City has received one favorable response and one opposition response from property owners within 200 feet of the request. The response represents 22% of the land area of property within 200 feet of the subject property, which exceeds the 20% opposition threshold that requires a supermajority vote (6 out of 7 members) of the City Council for approval of the request. Both written responses are attached to Exhibit 8. OPTIONS 1. Approve.. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Development Review Committee recommends denial of this request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Planning and Zoning Commission recommended approval [4-3] of the zoning request at a meeting on November 8, 2017. At the public hearing there was discussion regarding the appropriateness of the NRMU District and the proposed student housing in an industrial area. The applicant and property owner's representative spoke in favor of the request and spoke about past attempts to market the property for industrial uses which were unsuccessful due to the unique features of the property such as the topography and floodplain. A representative from Perterbilt spoke in opposition to the request due to the potential conflicts between residents and truck traffic from their facility. 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 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. Agenda Information Sheet 2. Staff Analysis 3. Aerial Map 4. Zoning Map 5. Future Land Use Map 6. Proposed Zoning Map 7. Comparison of Permitted Uses 8. Notification Map and Responses 9. Presentation Slides 10. Draft Ordinance Respectfully submitted: Richard Cannone, AICP Interim Planning Director Prepared by: Hayley Zagurski Senior Planner S:ALegaROur Documents\Ordinances\17\Z17-0016 Ordinance.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, REGARDING A CHANGE IN THE ZONING CLASSIFICATION FROM INDUSTRIAL CENTER EMPLOYMENT (IC -E) DISTRICT TO A NEIGHBORHOOD RESIDENTIAL, MIXED-USE (NRMU) DISTRICT ON APPROXIMATELY 71.76 ACRES OF LAND GENERALLY LOCATED ON THE SOUTH SIDE OF WEST OAK STREET APPROXIMATELY 290 FEET WEST OF THE INTERSTATE HIGHWAY 35 SERVICE ROAD 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. (Z17- 0016) WHEREAS, Rayzor Investments Ltd. has applied for a zoning change on approximately 71.76 acres of land legally described and depicted in Exhibit A, attached hereto and incorporated herein by reference (hereinafter, "the Property"); and WHEREAS, on November 8, 2017, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, have given the requisite notices by publication and otherwise, and have held due hearings and afforded full and fair hearings to all property owners interested in this regard, and have recommended approval [4-3] of the change in zoning and use classification with; and WHEREAS, on December 5, 2017, the City Council likewise conducted a public hearing as required by law, and finds that the request meets and complies with all substantive and procedural standards set forth in Section 35.3.4 of the Denton Development Code, and is consistent with the Denton Plan and the Denton Development Code; WHEREAS, the Planning and Zoning Commission and the City Council of the City of Denton, in considering the application for an initial zoning 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 that said initial zoning is in the public interest and should be granted as set forth herein; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. The zoning district and use classification for the Property is hereby changed from IC -E District to NRMU District. SECTION 3. The City's official zoning map is hereby amended to show the zoning district and use classification. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. Any person, firm, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a misdemeanor and shall be punished by fine in a sum not exceeding $2,000.00 for each offense. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. That an offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Denton Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 7. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY Exhibit A Site Location Map LEGAL DESCRIPTION 71.76 ACRES BEING a tract of land situated in the Eugene Puchalski Survey, Abstract No. 996, City of Denton, Denton County, Texas, and being part of "Section 3" "TRACT TWO" and "TRACT THREE" described in Special Warranty Deed to ,less Newton Rayzor, the Estate of Sewyn Rayzor Singleton, Evelyn Rayzor Neinhuis, and June Rayzor Elliott recorded in Volume 1796, Page 601 Deed Records of Denton County, Texas, and being all of those tracts of land described in Warranty Deeds to RAYZOR INVESTMENTS, LTD., recorded in Instrument Nos. 2007-20903 & 2007-20904, Official Records of Denton County, Texas and being more particularly described as follows: BEGINNING at a point in the north right-of-way line of Precision Drive (a 70 -foot wide right-of-way), and being the southeast corner of Lot 10, Block A, Westpark Addition, Phase 2, an addition to the City of Denton, Texas according to the plat recorded in Document No. 2013-318 of the Plat Records of Denton County, Texas; THENCE with the east line of said Lot 10, the following courses and distances: North 7°12'15" East, a distance of 102.26 feet to a point at the beginning of a tangent curve to the left having a central angle of 19°29'54", a radius of 512.50 feet, a chord bearing and distance of North 2°32'42" West, 173.57 feet; In a northwesterly direction, with said curve to the left, an are distance of 174.41 feet to a point for corner; North 12°17'40" West, a distance of 145.70 feet to a point at the beginning of a tangent curve to the right having a central angle of 12°45'12", a radius of 537.50 feet, a chord bearing and distance of North 5°55'04" West, 119.39 feet; In a northwesterly direction, with said curve to the right, an arc distance of 119.64 feet to a point for corner; North 0°27'30" East, a distance of 1355.70 feet to a point at the beginning of a tangent curve to the right having a central angle of 21°52'47", a radius of 536.50 feet, a chord bearing and distance of North 11°23'54" East, 203.63 feet; In a northeasterly direction, with said curve to the right, an arc distance of 204.88 feet to a point for corner; North 22°20'17" East, a distance of 159.02 feet to a point in the south right-of-way line of West Oak Street (an 80 -foot wide right-of-way) and being at the beginning of a non -tangent curve to the left having a central angle of 47°17'08", a radius of 790.00 feet, a chord bearing and distance of South 88°39'24" East, 633.63 feet; THENCE with said south right-of-way line of West Oak Street, the following courses and distances: In a southeasterly direction, with said curve to the left, an are distance of 651.98 feet to a point for corner; North 67°42'01" East, a distance of 225.02 feet to a point for corner at the intersection of said south right-of-way line of West Oak Street and the west right-of-way line of the Kansas City Southern Railroad; CONTINUED ON SHEET 2 J. ANDY DOBBS REGISTERED PROFESSIONAL LAND SURVEYOR NO. 6196 12750 MERIT DRIVE, SUITE 101 DALLAS, TEXAS 75251 PH. 972-770-1300 andy.dobbs@kimley-horn.com T.1flM EXHIBIT j 71.76 ACRES EUGENE PUCHALLSKI SURVEY, ABSTRACT NO. 996 CITY OF DENTON, DENTON COUNTY, TEXAS THENCE with said west right-of-way line of the Kansas City Southern Railroad, the following courses and distances: South 22°24'01" East, a distance of 879.63 feet to a point for corner; South 89°07'01" East, a distance of 27.22 feet to a point for corner; South 22°24'01" East, a distance of 1073.27 feet to a point for corner; South 16°45'10" East, a distance of 230.32 feet to a point for the north corner of Lot 1, Block 1, Denton Distribution Center, an addition to the City of Denton according to the plat recorded in Cabinet M, Page 130 of said Plat Records; THENCE departing said west right-of-way line of the Kansas City Southern Railroad and with the north line of said Lot 1, Block 1, the following courses and distances: South 60°02'59" West, a distance of 244.47 feet to a point at the beginning of a tangent curve to the left having a central angle of 14°52'31", a radius of 1155.92 feet, a chord bearing and distance of South 5238'45" West, 299.26 feet; In a southwesterly direction, with said curve to the left, an arc distance of 300.10 feet to a point for the northeast corner of Tract B, Better Tools Property, an addition to the City of Denton according to the plat recorded in Cabinet A, Page 118 of said Plat Records; THENCE departing said north line of Lot 1, Block 1 and with the north line of said Better Tools Property, North 89°03'53" West, a distance of 1303.23 feet to the POINT OF BEGINNING and containing 71.76 acres of land. This document was prepared under 22 TAC §663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. CI P\/PV-ZCi1q. 1_PFTPF AT W/:11:111111111 71.76 ACRES EUGENE PUCHALSKI SURVEY, ABSTRACT NO. 996 CITY OF DENTON, DENTON COUNTY, TEXAS rrf)- APF ovuvci 9 1 kEj A;\;Sk UK c ,:0•<7 se7a•s. sr �r G7•.7a K'tRid'�lf e�mt. 1 R=t15S6Y fe.w.7v 11S.lii' UNPG+ � i trN+O717'f: "7't7 a•T� cr WEST OAK STREET t^BSLOY t,w� :,C ixr�,u. ro n-u.tver7 ecneano ra�rzry UNnR L4: ita. N UCi C(3 ai8'SY2P(? fOQ^.N013 W"MAt ONf) C I --.... _ .� c•-s'OY An I- W<T N $M L -.,N �5 CU�N7+'7>'S4'E C<'X5.kX CCLYIG'1 S 7NM.! R•A Ji55lSriTW: RAYYOR (>Sk7 II�i.63iA1( Ct SiVM'aR ...... CiC [rr(MVtON M1YGtfi.s".(JSs}. AMhvF; '(YU6IT05'si Wt.UIHDC S USI �o+ w. s:o:,, a vtsmrn nami».,. masa: fxx: un.:ouJin UNPGi I I P.O.B. I loi f $,Ward I rcic ux�l.+nacsr�,r: . r D11 R=W sa E•I IO,O4' CIi�YS'S4WYJ C=1 i4]9' N tY•77•atnv 11670, \ \ NQR'Iti 34 6 150' 300• \ GRAPHIC SCALE W FEET NOTES This document was \ \ prepared under 22 TAC \ loriaucc., §663.21, does not reflect \ Sr.41E It'ACYniHIY the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or \_oxc°t� established by the creation hr%'A+4Xk L£ 5'C Qt 3 iFI£ tt L UR G i CCs ,,[(i NA a over ir«. N *zaa nx is G<• ua ., 'k AxvYgN fi1:UR h•.y okoc* / R+512 Sv c�7 rasr cfc•rrz•7zazw c, l ra sr• PRECISION DRIVE. +ar xs to ror<r1 r11 <c .1r,.v;mk {CJ.N. U, Sc,YSR. f' 17O.C.T 1 e'itTN IQk RM'FN tY FhUGI- iN,,ck enc en re t oNnci t 71.76 ACRES ssa•orro,e \ \ or reconfiguration of the 2rzz \ \ \ boundary of the political \subdivision for which it was prepared. 1 \ N \ \ 3 CNiS.itry,:kl:A ffU a� t i \ RAr7CN \\ \\ vras:vs>ric, iro l \ \ 514'<5'1OL---' \ x3oax \ S60'OZSOW 244.4 Y EXHIBIT 71.76 ACRES EUGENE PUCHALSKI SURVEY, ABSTRACT NO. 996 CITY OF DENTON, DENTON COUNTY, TEXAS se7a•s. sr \ R=t15S6Y fe.w.7v \ crz<szx•�evsw celneR w in ecneano ra�rzry UNnR L4: ita. N UCi EXHIBIT 71.76 ACRES EUGENE PUCHALSKI SURVEY, ABSTRACT NO. 996 CITY OF DENTON, DENTON COUNTY, TEXAS Planning Staff Analysis Z17-0016/Retreat at Denton City Council District 3 City Council December 5, 2017 REQUEST: Hold a public hearing and consider adoption of an ordinance to rezone approximately 71.76 acres from an Industrial Center Employment (IC -E) District to a Neighborhood Residential Mixed -Use (NRMU) District. The property is generally located on the south side of West Oak Street approximately 290 feet west of the Interstate Highway 35 service road in the City of Denton, Denton County, Texas. The Planning and Zoning Commission recommended approval of the request (4-3). (Z17-0016, Retreat at Denton, Hayley Zagurski). OWNER: Rayzor Investments Ltd. APPLICANT: Lance Vanzant of Hayes, Berry, White, & Vanzant, LLP BACKGROUND: The subject property is located at the southeast corner of the intersection of West Oak Street and the future extension of Precision Drive. The property is comprised of three tracts of unplatted land. The request is for a rezoning from IC -E District to NRMU District in order to develop the subject property with multi -family residential and outdoor recreation uses. Both uses are prohibited in the current zoning district and require the approval of a Specific Use Permit (SUP) in the proposed NRMU District. An application for an SUP for these two uses has been concurrently submitted. SITE DATA: The 71.76 -acre subject property is currently undeveloped with the exception of a single residence located at the southwestern corner of the property which is intended to be removed. A pond and surrounding floodplain is located generally at the center of the property and encompasses approximately 15 acres of the property. Stream buffer Environmentally Sensitive Area (ESA) also surrounds the pond. Any future development in this ESA would require a field assessment and the potential completion of an Alternative ESA plan. The property is also located within the boundaries of Tax Increment Reinvestment Zone Number Two (Westpark TIRZ). The Westpark TIRZ, which was approved in 2012, encompasses approximately 800 acres of land where industrial development is promoted. The TIRZ is intended to assist with the financing of the public infrastructure needed to encourage industrial development in this area. The property has approximately 950 feet of frontage on West Oak Street. West Oak Street is classified as a Primary Arterial roadway by the Mobility Plan. West Oak Street is currently developed as a two-lane undivided roadway. As a Primary Arterial, West Oak Street is intended to be a six -land divided roadway with 135 feet of right-of-way. This type of road is designed to handle over 15,000 vehicles per day at its full width. The future extension of Precision Drive will extend along the western portion of the property. Precision Drive is classified as a Commercial Mixed Use Collector on the Mobility Plan. Currently Precision Drive ends at the southern boundary of the property. Precision Drive is intended to be a two-lane undivided roadway with approximately 70 feet of right-of-way, which can handle 1,000 to 8,000 vehicles per day. USE OF PROPERTY UNDER CURRENT ZONING: The IC -E District is intended to provide a place for a variety of work processes and employment uses, including manufacturing, warehousing, and distribution. This district permits a wide array of commercial and industrial land uses, including research facilities, automotive and RV sales, vehicle repair, light manufacturing, and distribution centers. Heavy manufacturing, bakeries, impound lots, and printing are permitted with limitations, and wholesale retail is permitted with an SUP. A complete list of permitted uses is provided in the Comparison of Permitted Uses table. The scale of development and uses permitted within the existing IC -E District zoning are compatible with the goals of Westpark TIRZ for this area. The intended multi -family residential and outdoor recreation uses are not permitted within the current zoning district. SURROUNDING ZONING AND LAND USES: Northwest: • Zoning: IC -E and Industrial Center General (IC -G) Districts • Use: West Oak Street bisects parcels of undeveloped land to the northwest. North: • Zoning: IC -E District • Use: The 84 Lumber facility is located to the north across West Oak Street. Northeast: • Zoning: IC -E District • Use: A rail line and undeveloped land are located to the northeast. West: East: • Zoning: IC -G District • Zoning: IC -E District • Use: Undeveloped industrial , , • Use: A rail line adjoins the land is located to the west. property to the east. Industrial uses such as the Ben E. Keith distribution center are located beyond the rail line along I-35. Southwest: South: Southeast: • Zoning: IC -G District • Zoning: IC -E District • Zoning: IC -E District • Use: A Peterbilt • Use: Property owned by the • Use: A ReaderLink industrial manufacturing facility is University of North Texas is facility is developed on located to the southwest across located to the south and is property to the southeast. Precision Drive. developed with a storage building and intramural ball fields. COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: The NRMU District is intended to either encourage a mixed-use activity center with light retail, office, and institutional uses that support surrounding neighborhoods or to provide a transition from non-residential zoning districts to single-family neighborhoods. The maximum permitted density is 30 units per acre, except for townhomes, which are limited to 12 units per acre. Multi- family development is only permitted as part of mixed-use developments or with approval of a Specific Use Permit. The NRMU District permits a variety of smaller -scale commercial uses and institutional uses with limitations or an SUP. A comparison of permitted uses in the proposed and existing zoning district is attached for reference. The proposed NRMU District is not compatible with the surrounding industrial zoning districts and uses. The property is located along a rail line and a Primary Arterial roadway with close connectivity to the interstate, which makes the property seem compatible with the commercial and industrial uses permitted under the current zoning. COMPREHENSIVE PLAN: Per the Denton Plan 2030, the Future Land Use designation for the subject property is Industrial Commerce. This designation applies predominantly to areas west of I -35W near the Denton Municipal Airport and encourages a predominance of light and heavy industrial uses such as manufacturing, assembly, wholesaling, and fabrication. Complimentary uses such as shopping and childcare are also promoted, but proper transitions are needed near more sensitive land uses such as residential. A diverse and vibrant economy is fundamental to achieving the goals of the Denton Plan 2030, and the development intended for areas of Industrial Commerce is instrumental to that economy. The Westpark TIRZ, which includes the subject property, also supports this economic development by assisting with the financing of public infrastructure projects. The existing zoning is compatible with the Future Land Use designation and the broader goals of the Denton Plan 2030. Rezoning the subject property to NRMU District would prohibit industrial uses and many supporting commercial uses from developing on the subject property, which is not in conformance with the goals of the Denton Plan 2030 based upon the Future Land Use Designation of Industrial Commerce. CONSIDERATIONS: 1. The request is for a rezoning from IC -E District to NRMU District to facilitate the development of multi -family residential and outdoor recreation uses on approximately 71.76 acres of land. The two proposed uses are not permitted within the current zoning district, and both are permitted with approval of a SUP in the proposed NRMU District. 2. Section 35.3.4 of the Denton Development Code (DDC) states that an application for a rezoning may be approved based on the following conditions: a) The proposed rezoning conforms to the Future Land Use element of the Denton Plan and b) The proposed rezoning facilitates the adequate provision of transportation, water, sewer, schools, parks, other public requirements, and public convenience. When a rezoning request does not conform to the Future Land Use designation for the property, which this request does not, then there are additional criteria provided in Section 35.3.3.13.3 that must be examined. The following criteria are intended to evaluate the competing interests of public health, safety, morals, and general welfare against the right to the use of the property: a. The existing land use pattern surrounding the property and the possible impact on existing or future development or uses that are in accordance with existing regulations. The existing land use pattern in this area of the City is industrial. There is currently a mixture of uses near the property, including distribution centers and manufacturing as well as undeveloped land. If approved, the proposed NRMU District would preclude the property from being developed in a similar industrial pattern in the future. The NRMU District permits a mixture of residential uses and neighborhood -scale commercial and institutional uses that would not be directly compatible with the existing surrounding land use pattern. b. The possible creation of an isolated district unrelated to adjacent and nearby districts. Although the property consists of over 70 acres, when the entire Westpark area is considered the proposed NRMU District would be an isolated zoning district. The surrounding area on the west side of I-35 is comprised of industrial districts such as the IC -E and IC -G Districts, which permit large-scale intensive development. The development pattern and uses permitted and required by the NRMU District would not be consistent with the existing zoning and land use pattern. c. The population density in order to facilitate the adequate provision of transportation, water, sewer, schools, parks, public convenience, and other public requirements. The proposed rezoning would increase the population density in this area of the City, which currently has only sparse rural residences among the established industrial uses. Public utilities will have to be extended to the subject property to develop it as proposed, and the extension of Precision Drive north to West Oak Street will also have to be accomplished to provide adequate access to the proposed multi -family development. The proposed multi -family use would result in increased traffic, especially since there are currently no supporting commercial uses in the immediate area. d. The cost to the City and other governmental entities in providing, improving, increasing or maintaining public utilities, schools, streets and other public safety measures. During the platting process, the precise requirements for public infrastructure extensions will be determined. A Traffic Impact Analysis is being reviewed at this time, and this will help determine the full impact to the City's streets in this area. Precision Drive would be extended as a part of the proposed development and would be a mobility asset to the City as there are currently no connections between West Oak Street and Airport road between the interstate and Western Boulevard. e. The possible impact on the environment, including but not limited to, drainage, soil erosion and sedimentation, flooding, air quality and water quantity. There are currently floodplain and Environmentally Sensitive Area stream buffer identified around the existing pond located in the middle of the property. Development in these areas would require further study of the floodplain as well as field verification of the ESA. If the ESA is verified, an Alternative ESA plan would be required to be approved by the City Council to allow development in this part of the property. f. Whether there are substantial reasons why the property cannot be used in accordance with existing zoning or that proposed by the Future Land Use Map. According to the applicant, the owner has marketed the property for industrial development in the past but has determined that the existing topography and the large area of pond and floodplain make the site ill suited for industrial use. However, under the current zoning, a wide variety of smaller scale uses are also permitted, including offices, hotels, vehicle repair, research facilities, and limited retail and restaurant uses. Such uses could provide supporting services for employees at the larger industrial facilities in the area and would be better suited for development on the acreage not taken up by the pond and floodplain. g. The action shall be made with reasonable consideration of the character of the district and its peculiar suitability for particular uses, and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the City. Based on the Denton Plan 2030 and the recently established Westpark TIRZ, the most appropriate zoning for the subject property is the current zoning. The IC -E District is consistent with the industrial character of the larger area, but is less intensive than the IC -G District zoning to the west, so it provides a transition in the scale of development from the more intensive zoning and development near the airport and the more commercialized pattern of development typical along the interstate. STAFF RECOMMENDATION: Staff recommends denial of the request as it is incompatible with the surrounding property, is inconsistent with the goals of the Westpark TIRZ, and is inconsistent with the goals and objectives of the Denton Plan 2030. PUBLIC NOTIFICATION: To comply with the public hearing notice requirements, 11 notices were sent to property owners within 200 feet of the subject property, 12 courtesy notices were sent to physical addresses within 500 feet of the subject property, a notice was published in the Denton Record Chronicle, and a sign was placed on the property. The City has received one favorable response and one opposition response from property owners within 200 feet of the request. The response represents 22% of the land area of property within 200 feet of the subject property, which exceeds the 20% opposition threshold that requires a supermajority vote (6 out of 7 members) of the City Council for approval of the request. Both written responses are attached to Exhibit 8. Z17-0016 Site Location 51 -- n 0 385 770 1,540 Feet SITE W e - 43 ParcelsDENTON CITY or Roads C:Bevellojpi riiein& Seirviiree • II z oate 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 legpal, enpineerinq 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 effort To produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. Z17-0016 Existing Zoning Map 51 NR -2 Q SITE DC -G NR -1 N R M U N E 0 385 770 1,540 Fee' Parcels DR -2 NR -2 uu� NRMU-12 UI - \ IC -E NR -3 n RCC -D ��.i� �oTY Roads ❑%�DENTON I C -G NR -4 C.He ael o,Kai�ietell«..� • GIIS D0/r1017 the CiPyY off Denton and .pave been made a dalPablento the pu se These on the Public? InPormfathon Atct of City of Dentonl makeseeveey eff r t Tolp reod uceeand publish thle mostpcoareent andtac currate inforrm 10 possible• No war rran t iesthexp ressetd or limplieo are provided for the data herein, its use, or its interpretation. Utilization of th is map indicates understanding and acceptance of this statement. I Z17-0016 Future Land Use Map 380 D N 0 625 1,250 2,500 SITE Future Land Use Neighborhood/ University Compatibi I ity Area Feet Parcels Low Residential Business Innovation 8 - Moderate Residential Commercial Roads Regional Mixed Use Industrial Commerce$ orY Community Mixed Use IIIIIIIIIIIIIIIIIIIIIIIIIIIII Government/ Institutional «DENTON Neighborhood Mixed Use Parks / Open Space / C:Bo-.vellojpi nein&8 iirvices • II r 0 the eCiPYoffDentop and hpsve beermmsde a daPabento the pUbchbased are the Pubi CnPormfathon Atct ThUe Cty of Denton) shouldnot eff rt Topeodu ceesnd or the mostp argent aridtaccu for in fo(matPon possbeh No warPantiesthexpressetd or IlmPH2, are provided for the data herein, Its use, or Its Interpretation. Utilization ofthis map Indicates understanding and acceptance of th is statement. I Z17-0016 Proposed Zoning Map 51 NR -2 Q SITE DC -G NR -1 N R M U N E 0 385 770 1,540 Fee' Parcels DR -2 NR -2 uu� NRMU-12 UI - \ IC -E NR -3 n RCC -D ��.i� �oTY Roads ❑%�DENTON I C -G NR -4 C.He ael o,Kai�ietell«..� • GIIS D0/r1017 the CiPyY off Denton and .pave been made a dalPablento the pu se These on the Public? InPormfathon Atct of City of Dentonl makeseeveey eff r t Tolp reod uceeand publish thle mostpcoareent andtac currate inforrm 10 possible• No war rran t iesthexp ressetd or limplieo are provided for the data herein, its use, or its interpretation. Utilization of th is map indicates understanding and acceptance of this statement. I NRMU I IC -E Agriculture III III Livestock L(7) L(7) Single-family Dwellings N N Accessory Dwelling Units N N Attached Single-family Dwellings L(40) N Dwellings above Businesses III N Live/Work Units III N Duplexes N N Community Homes for the Disabled III N Group Homes L(11) N Multi -family Dwellings SUP/L(4) N Fraternity or Sorority House L(17) N Dormitory N Manufactured Housing Developments N N NRMU I IC -E Home Occupation III N Sale of Products Grown on Site N N Hotels III III Motels N III Bed and Breakfast III N Retail Sales and Service L(17) L(18) Movie Theaters N N Restaurant L(11) L(14) Private Club L(11) L(14) Bar L(11) L(14) Drive -Through Facility L(14) Professional Services and Offices L(17) 11 Quick Vehicle Servicing Vehicle Repair N III Auto and RV Sales N III Laundry Facilities III III Equestrian Facilities N N Outdoor Recreation N Indoor Recreation N III Major Event Entertainment N III Commercial Parking Lots N III Administrative or Research Facilities L(14) III Broadcasting or Production Studio L(14) III Sexually Oriented Business N N NRMU I IC -E Basic Utilities NRMM/U IC -E Community Service Craft Alcohol Production Printing/Publishing N L(25) Bakeries L(21) L(25) Manufacture of Non -Odiferous Foods N L(25) Feed Lots N N Food Processing N N Light Manufacturing N III Heavy Manufacturing N N Wholesale Sales N III Wholesale Nurseries N III Distribution Center/Warehouse, N N General N III Warehouse, Retail N III Self -Service Storage N III Construction Materials Sales N III Junk Yards and Auto Wrecking N N Wrecker Services and Impound Lots N L(29) Kennels N N Veterinary Clinics N N Sanitary Landfills, Commercial Incineratiors, Transfer Stations N N Gas Wells L(27) L(27) NRMU I IC -E Basic Utilities L(25) III Community Service Parks and Open Space Churches Semi -Public Halls, Clubs, and Lodges Business/Trade School L(14) III Adult or Child Day Care III L(19) Kindergarten, Elementary School III N Middle School III N High School N Colleges N III Conference/Convention Centers N Hospital N N Elderly Housing III N Medical Centers III III Cemeteries N N Mortuaries N III W ECS W ECS LIMITATIONS: L(4) — Multi -Family is permitted only: With a Specific Use Permit (SUP), As part of a Mixed -Use Development; or As part of a Master Plan Development, Existing; or 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, 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(18) = Uses are permitted only in association with Gas Stations and are limited to no more than five thousand (5,000) square feet of gross floor area except adjacent to 1-35 then uses are limited to ten thousand (10,000) square feet of gross floor area. L(19) = Allowed as an accessory use to the primary business(es) within the same structure. The accessory use is limited to those employees or owners ofthe business or businesses within the same structure. 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(29) = Wrecker Services and Impound Lots must comply with the following provisions: 1. The subject lot shall comply with the provisions of the Texas Administrative Code, regarding Vehicle Storage Facilities. 2. Lot Screening: All stored vehicles shall be opaquely screened from all rights-of-way and residential uses and zoning districts. 3. Parking and vehicle storage areas associated with wrecker services and impound lots activities are not allowed within undeveloped floodplain, water -related habitat, and riparian buffer environmentally sensitive areas (ESA). 4. Best management practices addressing stormwater quality must be implemented and maintained on site. Management practices must attain the pollutant removal capabilities recommended for parking areas in the Integrated Storm Water Management (ISWM) Manual, as published by the North Central Texas Council of Governments, or similar practices consistent with low impact development (LID) approaches. L (40) = Limited to a maximum 12 units per acre. NRMU IC -E Minimum Lot Area (square feet) 2,500 2,500 Maximum Density 30 Maximum Lot Coverage 80% 80% Minimum Landscaped Area 20% 20% Maximum Building Height 65 feet 100 feet LIMITATIONS: L(4) — Multi -Family is permitted only: With a Specific Use Permit (SUP), As part of a Mixed -Use Development; or As part of a Master Plan Development, Existing; or 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, 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(18) = Uses are permitted only in association with Gas Stations and are limited to no more than five thousand (5,000) square feet of gross floor area except adjacent to 1-35 then uses are limited to ten thousand (10,000) square feet of gross floor area. L(19) = Allowed as an accessory use to the primary business(es) within the same structure. The accessory use is limited to those employees or owners ofthe business or businesses within the same structure. 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(29) = Wrecker Services and Impound Lots must comply with the following provisions: 1. The subject lot shall comply with the provisions of the Texas Administrative Code, regarding Vehicle Storage Facilities. 2. Lot Screening: All stored vehicles shall be opaquely screened from all rights-of-way and residential uses and zoning districts. 3. Parking and vehicle storage areas associated with wrecker services and impound lots activities are not allowed within undeveloped floodplain, water -related habitat, and riparian buffer environmentally sensitive areas (ESA). 4. Best management practices addressing stormwater quality must be implemented and maintained on site. Management practices must attain the pollutant removal capabilities recommended for parking areas in the Integrated Storm Water Management (ISWM) Manual, as published by the North Central Texas Council of Governments, or similar practices consistent with low impact development (LID) approaches. L (40) = Limited to a maximum 12 units per acre. 51 SITE Parcels Roads Z17-0016 Notification Map leaf°four, 00ft I N „ S J f �gW 0 385 770 1,540 Feet CITY or DENTON DevellolKai riiein& Seiwlioe.e • GIIS Det, 10/31/2017 the eCityYoffDentop and hpsve been made a dailablento the publichbased are the PablicminPormfat�on A�tct ThUe City of Denton should not eff rt To�preodu ceesnr7 or the 9nostpcoarent aridtaccu for informatPon posslble� No warPanties�hexpressetr7 or limphed, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. I 11 1, n IMI . 4 IIT V§ 111 A y z c) ir (" 0 11111 P n 11'0 V Response Fom Project Number Z 17-0016 Retreat at Denton 94OB6605911 110/ 231 1110 1 7 1 6: Development Services . .. . ............ --.1- - - — ----- .., . ..... . . . 1---- . ..... -... 215 W. Hickory St., Denton, TX 76201 - (940) 349-8541 In order for your ophnion to be counted, please complete and mail this f6rrn toy City, of` Denton Development Services Attn: I layley Za.-Urski, ProJect Manager t' 215 W. Hickory k Denton. TX 76 .o I You may also email or fax a copy to 11-layley.Zap.aski( @cityofdefflon.corn or (940) 349-7707. M" No" wall WAM uWyuw No auo 0 M" 1111pul awiwm Project Number Z!7 -00f6 Please circles one: Xln favor of request n Opposed to request We hired Klmley-Horn, an engineering firm to review the proposed zormig, change and project to Comments: evaluate whether they are appropriate for the site which is currently zoned for industrial uses. Kimley has expertise in evaluating sites for industrial users. It is Kimley's opinion that the site would never be suitable for the industrial users due to several factors: (1) the topography of the east and west sides slopes significantly toward the center where a large (15-20 acre) lake is located; (2) a stream runs longitudinally from north to south cutting the tract into 2 parcels; (3) there is approximately 15-20 acre lake in the center of the site; and (4) there is approximately 15 acres of flood plain in the northeast corner that cuts off access to the east side from the west side at the north end. PHO A. B&W Vim ft"M of Printed Nanic:Tho Asy"r con"ny, 00"ral Paftw *? Raysor 1nVWVMrft. ILK Physical Address of Property within 200 Feet: Approximately 89 acres adj!acent to the northwest boundary of the -sff:c'i' an' d' ip'prox�i,mafely 16- acre's' adjacent to the north boundary line of Oak Street and directly 'ndrth- of "th6;,ftorthwesu -b-omd ry of -property. ADA/E0E/ADEA www.cityoi'denton.com TDD (800) 735-2989 fly DENTON' Response Form Project Number Z17-0016 Retreat at Denton Development Services 215 W. Hickory St., Denton, TX 76201 e (940) 349-8541 In order for your opinion to be counted, please complete and mail this form to: City of Denton Development Services Attn: Hayley Zagurski, Project Manager 215 W. hickory St. Denton, TX 76201 You may also email or fax a copy to Hayley,Zagtii-ski((.i?cityofdcntoi,i.com or (940) 349-7707, Project Number Z17-0016 Please circle one: Ei In favor of request KOpposed to request Comments.. 6 IT V RZ010 24.1 WN•lei I'm Signature: /( (-44-ttZ\-J Printed Name: Z&ZW b�f� 6"&kJ6X^ Street Address: .32®0 /4-Lrj9&'f4 4 A,<r.:D� City, State and Zip Code: Phone Number: 740 57 1-7 . ........ Email Address: IeT ro 01r4 Physical Address of Property within 200 Feet:RI: 7 -S -t -M07 j 71- ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 C ' Y ( I ) I tf'mmm DENTON Notice of Public Hearing I IrQj ect Number Z 17-0016 Retreat at Denton Development Services 215 W. Hickory St., Denton, TX 76201 - (940) 349-8541 Notice is hereby given to all interest persons that: The City of Denton Planning and Zoning Commission will hold a public hearing and consider a request by Rayzor Inv. Ltd. to rezone approximately 72.07 acres from an Industrial Center Employment (IC -F) District to a Neighborhood Residential Mixed -Use (NRMU) District. The property is generally located on the south side of West Oak Street approximately 290 feet west of the Interstate Highway 35 service road in the City of Denton, Denton County, Texas. Properties within 200 feet of the subject property must be notified of the request pursuant to the Texas Local Government Code. As an owner of property within 200 feet of this request, YOU are invited to make your views known by attending the public hearing, emailing the Department of Development Services, or returninoC, this form with your comments prior to the date of the Public hearing. If written opposition to the request exceeds 20 percent (acreage within 200 feet of the property), a three-fourths vote of City Council is required to approve the request. As a courtesy, the City of Denton also sends notification to all physical addresses within a 500 -foot radius of the subject property. You are invited, not required, to attend the public hearing. If you attend, you will be given an opportunity to speak for or against the change, or you may attend only to observe. An citizen or group of citizens C, C� y L_ interested in attending is invited to do so. Applicants and their agents are expected to attend. Agent: Adriana G. Sanchez, Cl' of Hayes, Berry, White, and Vanzant, LLP Phone: (940)387-3518 Public Hearing: Wednesday, November 8, 2017 6:30 p.m, City Hall, City Council Chambers 215 E. McKinney St. Denton, TX 76201 The recommendation of the Planning and Zoning Commission will be forwarded to the City Council for final. action, which is tentatively scheduled for Tuesday, December 5, 2017 at 6:30 p.m. The Planning and Zoning Commission may recommend, and City Council may approve, any zoning district which is equivalent to or more restrictive than that which is requested and which is deemed consistent with Denton Plan 2030. For more information, please contact Hayley Za(,Urski at (940) 349-7785 or I lay] ey.Zagurski 0ac ityo Id enton.coin; or, on November 3, 2017, visit www. city oftlenton.com/pnblic- meetings for the meeting agenda with staff's analysis and associated exhibits. ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 Z17-0016 & S17-0009 The Retreat at Denton Planning Division Dec. 5, 2017 EN TN 1) Rezoning: Hold a public hearing and consider adoption of an ordinance to rezone approximately 72.07 acres from an Industrial Center Employment (IC -E) District to a Neighborhood Residential Mixed -Use (NRMU) District. 2) SUP: Hold a public hearing and consider adoption of an ordinance for a Specific Use Permit for 72.07 acres of land, specifically to allow for a multi -family residential use on approximately 32.60 acres and to allow for an outdoor recreation use on approximately 19.90 acres. The property is generally located on the south side of West Oak St., west of 1-35. The proposed rezoning conforms to the Future Land Use element of the Denton Plan 2030. The proposed rezoning facilitates the adequate provision of transportation, water, sewer, schools, parks, other public requirements, and public convenience. u1 The following criteria apply when a request does not meet the FLU: u The existing land use pattern surrounding the property and the possible impact on existing or future development or uses that are in accordance with existing regulations. u The possible creation of an isolated district unrelated to adjacent and nearby districts. u The population density in order to facilitate the adequate provision of transportation, water, sewer, schools, parks, public convenience, and other public requirements. u The cost to the City and other governmental entities in providing, improving, increasing or maintaining public utilities, schools, streets and other public safety measures. u The possible impact on the environment, including but not limited to, drainage, soil erosion and sedimentation, flooding, air quality and water quantity. u Whether there are substantial reasons why the property cannot be used in accordance with existing zoning or that proposed by the Future Land Use Map u The action shall be made with reasonable consideration of the character of the district and its peculiar suitability for particular uses, and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the City. ndustrial Commerce: Promote industrial iuFinding: The proposed NRMU zoning district does not meet intent of the FLU designation. iuil, When a request does not conform to the FLUM, Section 35.3.3.6.3 provides additional criteria for consideration. uo, The criteria are intended to balance the competing interests of public health, safety, morals, and general welfare against the right to the use of the property. uo, Criteria include: existing land use pattern, creation of an isolated zoning district, adequate infrastructure, environmental impacts, and the character of the district. Westpark Increment Reinvestment IGi:_D��I development is promoted West Oak (Primary Arterial) Current: 2 land undivided Mobility Plan: 6 -lane divided Dedications/improvements at platting iu Precision Drive (Commercial Mixed Use Collector) Current: dead -ends at southern end of property Mobility Plan: 2 land undivided Dedications/improvements at platting — Intended to extend along western property boundary Water/Sewer: available to the south and east. Will be extended to site. u, NRMU would bean isolated zoning district u, Uses permitted in NRMU (i.e. multi -family and small-scale commercial) Peterl would be incompatible Ben E with the surrounding distrit industrial development 84 Lu Unde, pattern UNT io, Staff recommended DENIAL of the zoning request as it is 1 incompatible with the surrounding property inconsistent with the goals of the Westpark TIRZ inconsistent with the goals and objectives of the Denton Plan 2030 for the Industrial Commerce Future Land Use designation The Planning and Zoning Commission recommended APPROVAL of the zoning request (4-3). iuCompatibility analysis between the surrounding property and the requested use, including the following: uo The specific use will not impede the normal and orderly development of surrounding vacant property �j, Parking, generation of traffic, and access �j, Nuisance prevention �j, Landscaping and screening �j, Architectural compatibility Use #1: Multi -family � 2 phases: total 32.6 acres � Phase I: 189 units, 700 br, 8.83 du/ac (21.4 acres) � Phase II: 100 units, 376 br, 8.93 du/ac (11.2 acres) Use #2: Outdoor Recreation � 19.9 acres, 5 fields Remaining area: Lake � 15.3 acres (excluded from request; utilized by nearby well sites) � Associated riparian buffer ESA R / f' " W r _ �r �I , t I,,/ dI I� � ,--r m�nnnm-rtnrr i i7m�rrnrnrm- �{ j ; el uu Lw nLLu I ani�unil HIrr 71 L . iuI 200 ft. Notices: Responses to 2( Notice: In Opposition In Favor: °" (z1 Neutral: 0 500 ft. Courtesy Z17-0016 Notification Response Map iiiiiiiiiiii ilIllillilliol711111111111� )0i Legal (Z17-0016) 7-0016) HARDY LT BENE ' KEITH CO j BENEam k4=1TH CO PAY BEN E E'ri'n INV LTD ` KEITH CC J \ [errY.d fSnTs BEN E - KEITH CO L0. RAYZUH DENTON INV LTD COUNTY m INV T® aTv at t BulfPer DENTON 500ft Buffer RSHER�' . FAMILY PS 22% ®f the land areali,�gn 200' is - ! ®pp®$eCJ to theY rezoning request .. : j DENTON WAREHOUSE OFNORTH�, PARTNER TEXAS { Notices: 62 TotaIJ Opposed SITE Totall In Favor Current Certified Parcels Ne Response Roads a zy � DENTO -N o.r.o.rr.da. io, Staff recommends DENIAL of the SUP request as it is 1 incompatible with the surrounding property inconsistent with the goals of the Westpark TIRZ inconsistent with the goals and objectives of the Denton Plan 2030 for the Industrial Commerce Future Land Use designation io, The Planning and Zoning Commission recommended APPROVAL of the SUP request with conditions (4-3). If the City Council votes to approve the SUP request, staff and the Planning and Zoning Commission recommended the following conditions be established: 1.The provided Site Plan, Landscape Plan, and Building Elevations are conceptual. A full site plan submittal shall be required to ensure each phase of the development complies with the requirements of the Denton Development Code in terms of site design, landscaping, parking, and building design as provided in DDC 35.6.3. 2. A full assessment of the Environmentally Sensitive Areas (ESA) on the property is required and an Alternative ESA plan must be approved before any development within the boundaries of the ESA shown on the Conceptual Site Plan can be approved. 3. The development of a multi -family use shall be limited to the 32.6 acres designated for this use on the attached Conceptual Site Plan, and an outdoor recreation use shall be limited to the 19.9 acres indicated for this use on the attached conceptual Site Plan. The multi -family use shall contain no more than the 289 units shown on the conceptual Site Plan and the density of development shall be calculated based on only the area within each proposed phase of the multi -family development. City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'IC"'IN Legislation Text File #: S17 -0009a, Version: 1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance for a Specific Use Permit for 71.76 acres of land, specifically to allow for a multi -family residential use on approximately 32.60 acres and to allow for an outdoor recreation use on approximately 19.90 acres. The property is generally located on the south side of West Oak Street approximately 290 feet west of the Interstate Highway 35 service road in the City of Denton, Denton County, Texas. The Planning and Zoning Commission recommended approval with conditions (4-3). (S17- 0009, Retreat at Denton). City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I._eggl;>karI City of Denton _ city Hale 41"I&IMMM215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: December 5, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance for a Specific Use Permit for 71.76 acres of land, specifically to allow for a multi -family residential use on approximately 32.60 acres and to allow for an outdoor recreation use on approximately 19.90 acres. The property is generally located on the south side of West Oak Street approximately 290 feet west of the Interstate Highway 35 service road in the City of Denton, Denton County, Texas. The Planning and Zoning Commission recommended approval with conditions (4-3). (S17-0009, Retreat at Denton). BACKGROUND The request is for a Specific Use Permit (SUP) to permit a multi -family use on approximately 32.60 acres and outdoor recreation use on approximately 19.90 acres of a larger 71.76 -tract of land. The SUP request is submitted concurrently with a request for rezoning from IC -E District to NRMU District on the entire 71.76 acres of property. The rezoning request would have to be approved in order for the SUP request to be considered. The property is located on the western side of Denton at the southeast corner of the intersection of West Oak Street and the future extension of Precision Drive. A full staff analysis of the rezoning request is provided in Exhibit 2. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Development Review Committee recommends denial of this request. If the City Council votes to approve the request, staff recommends the following conditions be established: 1. The provided Site Plan, Landscape Plan, and Building Elevations are conceptual. A full site plan submittal shall be required to ensure each phase of the development complies with the requirements of the Denton Development Code in terms of site design, landscaping, parking, and building design as provided in DDC 35.6.3. 2. A full assessment of the Environmentally Sensitive Areas (ESA) on the property is required and an Alternative ESA plan must be approved before any development within the boundaries of the ESA shown on the Conceptual Site Plan can be approved. 3. The development of a multi -family use shall be limited to the 32.6 acres designated for this use on the attached Conceptual Site Plan, and an outdoor recreation use shall be limited to the 19.9 acres indicated for this use on the attached conceptual Site Plan. The multi -family use shall contain no more than the 289 units shown on the conceptual Site Plan and the density of development shall be calculated based on only the area within each proposed phase of the multi -family development. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On November 8, 2017 the Planning and Zoning Commission recommended approval [4-3] of the request with the three staff recommended conditions listed above. At the public hearing there was discussion regarding the appropriateness of student housing in an industrial area. The applicant and property owner's representative spoke in favor of the request and spoke about past attempts to market the property for industrial uses which were unsuccessful due to the unique features of the property such as the topography and floodplain. A representative from Perterbilt spoke in opposition to the request due to the potential conflicts between residents and truck traffic from their facility. Minutes from this meeting have not been drafted as of the issuance of this report. 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 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. Agenda Information Sheet 2. Staff Analysis 3. Aerial Map 4. Conceptual Site Plan 5. Conceptual Landscape Plan 6. Sample Building Elevations 7. Notification Map 8. Presentation Slides 9. Draft Ordinance Respectfully submitted: Richard Cannone, AICP Interim Planning Director Prepared by: Hayley Zagurski Senior Planner Planning Report S17-0009/Retreat at Denton City Council District 3 City Council December 5, 2017 REQUEST: Hold a public hearing and consider adoption of an ordinance for a Specific Use Permit for 71.76 acres of land, specifically to allow for a multi -family residential use on approximately 32.60 acres and to allow for an outdoor recreation use on approximately 19.90 acres. The property is generally located on the south side of West Oak Street approximately 290 feet west of the Interstate Highway 35 service road in the City of Denton, Denton County, Texas. (S17-0009, Retreat at Denton, Hayley Zagurski). OWNER: Rayzor Investments Ltd. APPLICANT: Lance Vanzant of Hayes, Berry, White, & Vanzant, LLP BACKGROUND: The subject property is located at the southeast corner of the intersection of West Oak Street and the future extension of Precision Drive. The property is comprised of three tracts of unplatted land. The request is for a Specific Use Permit (SUP) in order to develop the subject property with multi- family residential and outdoor recreation uses. A concurrent request has been made for a rezoning from IC -E District to NRMU District. Both uses are prohibited in the current zoning district and require the approval of a SUP in the proposed NRMU District. The request for the rezoning must be approved for the SUP to be considered for approval. A Conceptual Site Plan, Conceptual Landscape Plan, and Sample Building Elevations are attached. The Site Plan indicates three phases of intended development. Phase I consists of 21.4 acres of multi -family development that would contain 189 dwelling units with a total of 700 bedrooms and have a density of 8.83 dwelling units per acre. Phase II would consist of 11.2 acres of multi -family development with 100 dwelling units with a total of 375 bedrooms and a density of 8.93 dwelling units per acre. Phase III would consist of 19.9 acres of land that would be developed with approximately 5 ball fields intended for outdoor recreation. The conceptual site plan indicates parking for Phases I and II at a rate of one space per bedroom and parking for Phase III at a ratio of 40 spaces per field. The proposed parking ratios are not consistent with the requirements of the Denton Development Code (DDC). SITE DATA: The 72.07 -acre subject property is currently undeveloped with the exception of a single residence located at the southwestern corner of the property which is intended to be removed. A pond and surrounding floodplain is located generally at the center of the property and encompasses approximately 15 acres of the property. Stream buffer Environmentally Sensitive Area (ESA) also surrounds the pond. Any future development in this ESA would require a field assessment and the potential completion of an Alternative ESA plan. The property is also located within the boundaries of Tax Increment Reinvestment Zone Number Two (Westpark TIRZ). The Westpark TIRZ, which was approved in 2012, encompasses approximately 800 acres of land where industrial development is promoted. The TIRZ is intended to assist with the financing of the public infrastructure needed to encourage industrial development in this area. The property has approximately 950 feet of frontage on West Oak Street. West Oak Street is classified as a Primary Arterial roadway by the Mobility Plan. West Oak Street is currently developed as a two-lane undivided roadway. As a Primary Arterial, West Oak Street is intended to be a six -land divided roadway with 135 feet of right-of-way. This type of road is designed to handle over 15,000 vehicles per day at its full width. The future extension of Precision Drive will extend along the western portion of the property. Precision Drive is classified as a Commercial Mixed Use Collector on the Mobility Plan. Currently Precision Drive ends at the southern boundary of the property. Precision Drive is intended to be a two-lane undivided roadway with approximately 70 feet of right-of-way, which can handle 1,000 to 8,000 vehicles per day. SURROUNDING ZONING AND LAND USES: Northwest: • Zoning: IC -E and Industrial Center General (IC -G) Districts • Use: West Oak Street bisects parcels of undeveloped land to the northwest. North: • Zoning: IC -E District • Use: The 84 Lumber facility is located to the north across West Oak Street. Northeast: • Zoning: IC -E District • Use: A rail line and undeveloped land are located to the northeast. West: East: • Zoning: IC -G District • Zoning: IC -E District • Use: Undeveloped industrial , , • Use: A rail line adjoins the land is located to the west. property to the east. Industrial uses such as the Ben E. Keith distribution center are located beyond the rail line along I-35. Southwest: South: Southeast: • Zoning: IC -G District • Zoning: IC -E District • Zoning: IC -E District • Use: A Peterbilt manufacturing • Use: Property owned by the • Use: A ReaderLink industrial facility is located to the University of North Texas is facility is developed on property southwest across Precision located to the south and is to the southeast. Drive. developed with a storage building and intramural ball fields. COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: The surrounding zoning pattern is industrial, and the existing land uses in the area include a mixture of industrial uses and undeveloped land. The requested SUP is pending the approval of concurrently submitted request for a rezoning to NRMU District. The proposed rezoning and multi -family use are not consistent with the surrounding zoning and land use pattern. The property's location along a rail line and a Primary Arterial roadway with close connectivity to the interstate makes the land seem compatible with the commercial and industrial uses permitted under the current zoning. However, according to the applicant, the owner has marketed the property for industrial development in the past and has determined that the existing topography and the large area of pond and floodplain make the site ill suited for industrial use. That does not preclude the property from being developed with smaller -scale commercial or industrial uses that could support the larger operations in the area and be more consistent with the existing development pattern and the goals of the Westpark TIRZ. COMPREHENSIVE PLAN: Per the Denton Plan 2030, the Future Land Use designation for the subject property is Industrial Commerce. This designation applies predominantly to areas west of I -35W near the Denton Municipal Airport and encourages a predominance of light and heavy industrial uses such as manufacturing, assembly, wholesaling, and fabrication. Complimentary uses such as shopping and childcare are also promoted, but proper transitions are needed near more sensitive land uses such as residential. The proposed multi -family and outdoor recreation uses are not consistent with the Industrial Commerce designation. Although much of the surrounding property is undeveloped at this time, if more industrial uses develop on nearby parcels, incompatibilities would likely arise, including potential nuisances such as noise and glare and heavy truck traffic. CONSIDERATIONS: 1. Pending approval of a rezoning from IC -E District to NRMU District, the request is for a SUP to allow the development of multi -family residential and outdoor recreation uses on approximately 71.76 acres of land. According to the Conceptual Site Plan, the development would consist of two phases of multi -family development on approximately 32.60 acres, with a total of 289 units, and one phase of outdoor recreation development on approximately 19.90 acres. The multi -family development would consist of a mixture of two, three, and four bedroom units as well as an amenity area and associated parking. The primary means of access to the site would be from gated entries along Precision Drive. A Traffic Impact Analysis (TIA) has been submitted for review in order to determine if an additional point of access on West Oak Street is warranted. 2. The property is located along a Primary Arterial street near the interstate, and is thus a gateway to the Westpark area. Although the subject property does have many unique features due to the presence of a large pond, associated floodplain, and varying topography, it is not unfeasible for it to develop with commercial or smaller -scale industrial uses that would support the larger industrial uses in the area, be more consistent with the surrounding land use pattern, and align with the goals of the Denton Plan 2030 and the Westpark TIRZ for this area of the City. 3. Section 35.6.4 of the DDC outlines the criteria for approval of a SUP. These criteria are as follows: 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. As was previously discussed, the proposed uses and associated rezoning request are not in conformance with the Denton Plan, under which the property is designated as part of a larger area of Industrial Commerce. However, if the rezoning and proposed uses are approved, each phase of the development would be required to go through a full site plan review procedure prior to permitting. At that time, the site would be required to be in compliance with all site design and parking regulations in the DDC. b. A SUP shall only be granted if all of the following conditions have been met: i. 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. ii. That the establishment of the specific use will not impede the normal and orderly development and improvement of surrounding vacant property. iii. That adequate utilities, access roads, drainage and other necessary supporting facilities have been or will be provided. iv. 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. v. That adequate nuisance prevention measures have been or will be taken to prevent or control offensive odor, fumes, dust, noise and vibration. vi. That directional lighting will be provided so as not to disturb or adversely affect neighboring properties. vii. That there is sufficient landscaping and screening to ensure harmony and compatibility with adjacent property. The existing land use pattern in this area of the City is industrial. There is currently a mixture of uses near the property, including distribution centers and manufacturing as well as undeveloped land. If approved, the proposed NRMU District would preclude the property from being developed in a similar industrial pattern in the future. The proposed residential and outdoor recreation uses would not be directly injurious to surrounding industrial uses, but the uses would likely result in increased vehicular traffic as well as potential pedestrian and bicycle activity in the immediate vicinity. The proposed uses are not likely to generate offensive odors, fumes, dust, noise, or vibrations. The Conceptual Landscape Plan indicates the provision of parking lot screening and landscaping throughout the development that would help minimize any nuisances from the parking lot. During the platting process, the precise requirements for public infrastructure extensions, including water and sewer, will be determined. A Traffic Impact Analysis is being reviewed at this time, and this will help determine the full impact to the City's streets in this area. Precision Drive would be extended as a part of the proposed development and would be a mobility asset to the City as there are currently no connections between West Oak Street and Airport road between the interstate and Western Boulevard. c. That adequate capacity of infrastructure can and will be provided to and through the subject property. As was previously indicated, the exact utility and infrastructure extensions required to support the development would be determined during the platting process. The submitted plans indicate the intent to construct the northern portion of Precision Drive required to connect the road to West Oak Street. The plans also indicate the provision of an internal private street system to circulate traffic through the multi- family development. 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: i. Similarity in scale, bulk, and coverage. ii. Generation of traffic and effects on surrounding streets. Increases in pedestrian, bicycle, and mass transit use are considered beneficial regardless of capacity of facilities. iii. Architectural compatibility with the impact area. iv. Air quality, including generation of dust, odors, and other environmental pollutants. v. Generation of noise, light, and glare. vi. The development of adjacent property as envisioned in the Denton Plan. vii. Other factors found to be relevant to satisfy the requirements of this Chapter. The proposed uses are not compatible with the surrounding area in terms of land use, scale of development, or architectural design. The is currently no multi -family development in the surrounding area, so the request would result in the introduction of an entirely new zoning and land use in the midst of the City's largest industrial developments. The proposed development is located along a Primary Arterial Roadway that serves as a main access point for the Westpark area, so the inconsistency in use and development style would stand out. In addition, the large number of residents intended to live in the development would alter the traffic patterns of the area and generate potential conflicts between the industrial and residential users of the streets. STAFF RECOMMENDATION: Staff recommends denial of the request as it is incompatible with the surrounding property, is inconsistent with the goals of the Westpark TIRZ, and is inconsistent with the goals and objectives of the Denton Plan 2030. If the Planning and Zoning Commission votes to recommend approval of the request, staff recommends the following conditions be established: 1. The provided Site Plan, Landscape Plan, and Building Elevations are conceptual. A full site plan submittal shall be required to ensure each phase of the development complies with the requirements of the Denton Development Code in terms of site design, landscaping, parking, and building design as provided in DDC 35.6.3. 2. A full assessment of the Environmentally Sensitive Areas (ESA) on the property is required and an Alternative ESA plan must be approved before any development within the boundaries of the ESA shown on the Conceptual Site Plan can be approved. 3. The development of a multi -family use shall be limited to the 32.6 acres designated for this use on the attached Conceptual Site Plan, and an outdoor recreation use shall be limited to the 19.9 acres indicated for this use on the attached conceptual Site Plan. The multi -family use shall contain no more than the 289 units shown on the conceptual Site Plan and the density of development shall be calculated based on only the area within each proposed phase of the multi -family development. PUBLIC NOTIFICATION: To comply with the public hearing notice requirements, 11 notices were sent to property owners within 200 feet of the subject property, 12 courtesy notices were sent to physical addresses within 500 feet of the subject property, a notice was published in the Denton Record Chronicle, and a sign was placed on the property. S17-0009 Site Location 51 -- n 0 385 770 1,540 Feet SITE `°E e - 43 Parcels CITY DENTONm Roads C:Bevellopimueva Seirviire.e • GIIS Def,_ 10/311201, 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 legpal, enpineerinq 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 effort To produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of this statement. MAR.—M-111-MMUS�_ � VICINI-P -N RECRE I -E I I -E 11 �-1 -- - - - - - - ......... ........ .. ......... 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THE BLOOMFIELD GENERAL NOTES —ILL NOTES T EE 1- —11 1ST FLOOR PLAN THE BLOOMFIELD SCALE 114 - I REAR ELEVATION SCALE 114"=1'-0" THE SLOO[AFIELD FRONT ELEVATION SCALE 114"=1'0" THE BLOOMFIELD PATIO III LIVING ROOM DINING AREA r1l, KITCHEN TIL.I-C #1 BEDROOM #1 PORCH 1-1--IIJL-]j J, <� 1ST FLOOR PLAN THE BLOOMFIELD SCALE 114 - I REAR ELEVATION SCALE 114"=1'-0" THE SLOO[AFIELD FRONT ELEVATION SCALE 114"=1'0" THE BLOOMFIELD The Bloomfield O LL ... . ... .. ... ui Q F- (D > LU WO LU CO af LU LEE� FRONT ELEVATION SIDE ELEVATION TIE -V--, TIE -11- EST - • -01- E 11011111 Hill A— 11 1013 El El FE REAR ELEVATION F -L L -11 - SIDE ELEVATION T -L. -I -T TIE --,.-T 15-227L 12-A3.0 The Cloverhurst 2ND FLOOR PLAN - B SCALE'. 114"-1'.0 THE FAIRVIEW GENERAL NOTES WALL NOTES PA TIO s PATIO w SOCIAL SOCIAL ROOM " ROOM DINING ,KITC N<L -SKIT HE AREA N BEDROOM#1 � BEDROOM #1 PORCH - PORCH 1ST FLOOR PLAN - B SCALE 114 =1'-0" THE FAIRVIEW t: �?a wm 2�- Q�f i e "• JUNE D5,2015 B.H. 14-285F 6-A1.1 T BEDROOM SRO 2ND FLOOR PLAN - B SCALE'. 114"-1'.0 THE FAIRVIEW GENERAL NOTES WALL NOTES PA TIO s PATIO w SOCIAL SOCIAL ROOM " ROOM DINING ,KITC N<L -SKIT HE AREA N BEDROOM#1 � BEDROOM #1 PORCH - PORCH 1ST FLOOR PLAN - B SCALE 114 =1'-0" THE FAIRVIEW t: �?a wm 2�- Q�f i e "• JUNE D5,2015 B.H. 14-285F 6-A1.1 a � z C� O z F w w ¢— ,4956 ° 0 .. .. w o0 LEFT SIDE ELEVATION - B FRONT ELEVATION - B SCALE'. 114" =1'4" SCALE.114" =1'-0" THE FAIRVIEW THE FAIRVIEW '^ Vl> JUNE 2- U W�= �i RIGHT SDIE ELEVATION - B REAR ELEVATION - B 14-285F scALe. va"=,'-0" 111Le.114"= ro° THE FAIRVIEW THE FAIRVIEW 6-A2.1 The Fairview FRONT ELEVATION THE LUIAPKIN SIDE ELEVATION - A IC- III - I -C THE LUIAPKIN --------------------------- MINY-1-11- P"Ill"Ill, LL a to C) LU LU af Wo W7; ~z w x LU W REAR ELEVATION - A THE L—WH - — — — — — — — — — — — — — — — — — — — — — — — — — — — - — — — — — -- — — — — — -- — — — — - - — — — — — — — — — — — — — — — — — — — — — — — - — — — — — — — — — — — — — — — — — — — — — — — - — — — — — — — — — — — — — — — — — — - ��n�i�nnwury . ..... - — — — — — — — — — — — - — — — — — — — — — — — — — — — — — - _A, N INI .—N 15-227 Q - — — — — — — — — — — — — — — — — — — — — — — — SIDE ELEVATION - A IIILE 114"=1'L" — — — — — — - THE LUMPKIN 17-A3.1 The Lumpkin INTERIOR WALL TYPES: GENERAL NOTES: ns IMPORTANT -SEE A-1.1 FRAMINGNOTES, WOOD TRUSS NOTES, FIRST FLOORPLAN STAIR/GUARDRAI LNG TES. WINDOW/ EXT DOOR NOTES, iu -� p GENERALNOTES APATIO _ Y -♦4 _ PATIO O T � ' wwco ET N sancE _,�. � r ,•• JrJ 70 _ w EN 11 �_., P KITCHEN JU OC; r — - a A.- ECH.M O t Oti07 ccos�r cFosEr 0f, o u1J �J sOaAL soclAL Eoa oou� SPACE r �.o m'i ,l x� Y P SPACE eEoaoo ul }. Y O GENERAL NOTES: ns IMPORTANT -SEE A-1.1 FRAMINGNOTES, WOOD TRUSS NOTES, FIRST FLOORPLAN STAIR/GUARDRAI LNG TES. WINDOW/ EXT DOOR NOTES, iu -� p GENERALNOTES FRONT ELEVATION ELEVATION VARIATION Q -LE ENI — OUT 411 IEI w,mM p FRONT ELEVATION F�c�A ELEVATION 1111111N1111111N- " -1-0 VARIATION B REAR ELEVATION A,,ak. wTu,TEa �c _T N.*­ ELEVATION VARIATION A 0-01 2 SIDEELEVATION1­1 VARIATIONa 4TION nON A o T. ,,�EOAP'L.,N� a J w woEPPa E ` F ToaEIsEoIT T A LU � a 2 F ��_ \ - — COLLEGIATE ONSTRUCTION, LLC CATn�vuE,cAvsn ,o�:s v.n SIDE & REAR ELEVATION raa VARIATION A w.« ., SIDE ELEVATION -- - 7-7177-mis„ 16 3 a vaRiaTioNa ..._ - - - MILLEDGE A-2.1 The Milledge LL ®El < o w El W LU mmil AMR* w w EEH Effl L 1:1 1:1 w glLAL- El FRONT ELEVATION A SCALE 114O' REAR ELEVATION A SCALE THE OA"RV THEQAKSJIEIPI waw ........ . .. as 15-227 Z RIGHT ELEVATION A LEFT ELEVATION - A 'ALL 114"=1' -Va .0 SCALE 114 THE OAKAEW THEOAK IEIN The Oakview r H, — EDROOMo #4 B#3 W Lc. BEDROOM #3 -- BEDROOM #2 e B"ON, a 0 I B#2 2ND FLOOR PLAN SCALE114" =1'1 THE SPRI NOW RE GENERAL NOTES WALL NOTES�� � sE nu c..Er. QN PATIO LIVING ROOM DINING AREA P.R. BEDROOM #1 PORCH B#1 �Ha 1ST FLOOR PLAN SCALE'. 114" =1'A" THE SPRINGMORE ol REAR ELEVATION THE SPRINGMORE FRONT ELEVATION SCALE' THE SPRINGMORE vig U�= W== U= Lti s Q_s Ii I, F APRIL 21.2015 15-227 H F� 8-A1.0 The Springmore ,a ii // f� OlGll //ii�n rrra��a�urai K LL a i~ O -- ui F LU ELI ❑ ❑❑ m m ❑ ❑ w� O wm CK w ---M� W11_______ _____- ---o« x �o F x w w - mm -. mm -- mm mm H w M: H FRONT ELEVATION -A SCALE.'lla" =1'-0" FRONT ELEVATION -B SCALE. il4" =1' J" THE STAFFORD THE STAFFORD - N e Ur w= e Q IM I� "' Luee os,sms M4PCH14 :�� m m m m£ e _ �cITV IF - 'CLIENT REVISION6 MEN 15-2270 FRONT ELEVATION - C¢ SCALE'. 114 THE STAFFORD y 15-A2 Q O LL a a� � iof Erl a' m =a, RIGHT SIDE ELEVATION SCALE. III" =1'-0" THE STAFFORD REAR ELEVATION THE STAFFORD 7777m SCALE 114" = l4' m o ------------------------------- -- -------------------- nx> `fit Pl;La� LEFT SIDE ELEVATION THE STAFFORD SCALE: 1.4" =1'-0" O LL a a� � iof w a wZ w� wm xo O LL H Gn== �e U W U= Cee Qa �NE�Sza,s iL IAARCH 14 3x16 MTV III T -- k A A IGDENT REVISION` a�15-227 0 15-A2 1 The Stafford Note All Window & Door Headers are 83 " Tall 2ND FLOOR PLAN 1ST FLOOR PLAN SCALE 114"m 1W THETHORNBERRY THE THORNBERRY REAR ELEVATION - A THE THORNBERRY LU I.- z 00 --------- -- - _,m, f Z Z THE THORNBERRY 0 F �II II red KITHEN BEDROOM #2 tz CL BEDROOM# I B4"; LIVING ROOM PORCH ........ ...L__........_._.:- 2ND FLOOR PLAN 1ST FLOOR PLAN SCALE 114"m 1W THETHORNBERRY THE THORNBERRY REAR ELEVATION - A THE THORNBERRY LU I.- z 00 --------- -- - _,m, f Z Z THE THORNBERRY J uj Q J 0 Qo a �z cvs biz Y u o3 WV �PP n ,L J 4io"s aw ��' Q C x Sao 0 1 p a D Z =m= azn"z µo Z o N w 0—MO.,J O r ��a _ - Z a Ewrewre a Fmure Q �rtrcnij.� m co W KLU w z W Lu O ULu LEFT SIDE ELEVATION cn a SCALE 1/4" - N F THETHORNBERRY Q W Lu a N a...�..n�.rsa W J LLJ � � V � LU ui z k S l J ROOF PLAN 2$Fc THE THORNBERRV SCALE: 114'=1'-0' z Z a,o ,wu eaum O J ® Q - s/4xa u � APRIL 1, 2015 LEFT SIDE ELEVATION THE THORNBERRV SCALE 114" =1'-0" A-2.0 The Thornberry 51 SITE Parcels Roads S17-0009 Notification Map 00ft I e IIr" N „ S J f 0 385 770 1,540 Feet CITY or DENTON DevellolKai riiein& Seiwlioe.e • GIIS Det, 10/31/2017 the eCityYoffDentop and hpsve been made a dailablento the publichbased are the PablicminPormfat�on A�tct ThUe City of Denton should not eff rt To�preodu ceesnr7 or the 9nostpcoarent aridtaccu for informatPon posslble� No warPanties�hexpressetr7 or limphed, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. I Z17-0016 & S17-0009 The Retreat at Denton Planning Division Dec. 5, 2017 EN TN 1) Rezoning: Hold a public hearing and consider adoption of an ordinance to rezone approximately 72.07 acres from an Industrial Center Employment (IC -E) District to a Neighborhood Residential Mixed -Use (NRMU) District. 2) SUP: Hold a public hearing and consider adoption of an ordinance for a Specific Use Permit for 72.07 acres of land, specifically to allow for a multi -family residential use on approximately 32.60 acres and to allow for an outdoor recreation use on approximately 19.90 acres. The property is generally located on the south side of West Oak St., west of 1-35. The proposed rezoning conforms to the Future Land Use element of the Denton Plan 2030. The proposed rezoning facilitates the adequate provision of transportation, water, sewer, schools, parks, other public requirements, and public convenience. u1 The following criteria apply when a request does not meet the FLU: u The existing land use pattern surrounding the property and the possible impact on existing or future development or uses that are in accordance with existing regulations. u The possible creation of an isolated district unrelated to adjacent and nearby districts. u The population density in order to facilitate the adequate provision of transportation, water, sewer, schools, parks, public convenience, and other public requirements. u The cost to the City and other governmental entities in providing, improving, increasing or maintaining public utilities, schools, streets and other public safety measures. u The possible impact on the environment, including but not limited to, drainage, soil erosion and sedimentation, flooding, air quality and water quantity. u Whether there are substantial reasons why the property cannot be used in accordance with existing zoning or that proposed by the Future Land Use Map u The action shall be made with reasonable consideration of the character of the district and its peculiar suitability for particular uses, and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the City. ndustrial Commerce: Promote industrial iuFinding: The proposed NRMU zoning district does not meet intent of the FLU designation. iuil, When a request does not conform to the FLUM, Section 35.3.3.6.3 provides additional criteria for consideration. uo, The criteria are intended to balance the competing interests of public health, safety, morals, and general welfare against the right to the use of the property. uo, Criteria include: existing land use pattern, creation of an isolated zoning district, adequate infrastructure, environmental impacts, and the character of the district. Westpark Increment Reinvestment IGi:_D��I development is promoted West Oak (Primary Arterial) Current: 2 land undivided Mobility Plan: 6 -lane divided Dedications/improvements at platting iu Precision Drive (Commercial Mixed Use Collector) Current: dead -ends at southern end of property Mobility Plan: 2 land undivided Dedications/improvements at platting — Intended to extend along western property boundary Water/Sewer: available to the south and east. Will be extended to site. u, NRMU would bean isolated zoning district u, Uses permitted in NRMU (i.e. multi -family and small-scale commercial) Peterl would be incompatible Ben E with the surrounding distrit industrial development 84 Lu Unde, pattern UNT io, Staff recommended DENIAL of the zoning request as it is 1 incompatible with the surrounding property inconsistent with the goals of the Westpark TIRZ inconsistent with the goals and objectives of the Denton Plan 2030 for the Industrial Commerce Future Land Use designation The Planning and Zoning Commission recommended APPROVAL of the zoning request (4-3). iuCompatibility analysis between the surrounding property and the requested use, including the following: uo The specific use will not impede the normal and orderly development of surrounding vacant property �j, Parking, generation of traffic, and access �j, Nuisance prevention �j, Landscaping and screening �j, Architectural compatibility Use #1: Multi -family � 2 phases: total 32.6 acres � Phase I: 189 units, 700 br, 8.83 du/ac (21.4 acres) � Phase II: 100 units, 376 br, 8.93 du/ac (11.2 acres) Use #2: Outdoor Recreation � 19.9 acres, 5 fields Remaining area: Lake � 15.3 acres (excluded from request; utilized by nearby well sites) � Associated riparian buffer ESA R / f' " W r _ �r �I , t I,,/ dI I� � ,--r m�nnnm-rtnrr i i7m�rrnrnrm- �{ j ; el uu Lw nLLu I ani�unil HIrr 71 L . iuI 200 ft. Notices: Responses to 2( Notice: In Opposition In Favor: °" (z1 Neutral: 0 500 ft. Courtesy Z17-0016 Notification Response Map iiiiiiiiiiii ilIllillilliol711111111111� )0i Legal (Z17-0016) 7-0016) HARDY LT BENE ' KEITH CO j BENEam k4=1TH CO PAY BEN E E'ri'n INV LTD ` KEITH CC J \ [errY.d fSnTs BEN E - KEITH CO L0. RAYZUH DENTON INV LTD COUNTY m INV T® aTv at t BulfPer DENTON 500ft Buffer RSHER�' . FAMILY PS 22% ®f the land areali,�gn 200' is - ! ®pp®$eCJ to theY rezoning request .. : j DENTON WAREHOUSE OFNORTH�, PARTNER TEXAS { Notices: 62 TotaIJ Opposed SITE Totall In Favor Current Certified Parcels Ne Response Roads a zy � DENTO -N o.r.o.rr.da. io, Staff recommends DENIAL of the SUP request as it is 1 incompatible with the surrounding property inconsistent with the goals of the Westpark TIRZ inconsistent with the goals and objectives of the Denton Plan 2030 for the Industrial Commerce Future Land Use designation io, The Planning and Zoning Commission recommended APPROVAL of the SUP request with conditions (4-3). If the City Council votes to approve the SUP request, staff and the Planning and Zoning Commission recommended the following conditions be established: 1.The provided Site Plan, Landscape Plan, and Building Elevations are conceptual. A full site plan submittal shall be required to ensure each phase of the development complies with the requirements of the Denton Development Code in terms of site design, landscaping, parking, and building design as provided in DDC 35.6.3. 2. A full assessment of the Environmentally Sensitive Areas (ESA) on the property is required and an Alternative ESA plan must be approved before any development within the boundaries of the ESA shown on the Conceptual Site Plan can be approved. 3. The development of a multi -family use shall be limited to the 32.6 acres designated for this use on the attached Conceptual Site Plan, and an outdoor recreation use shall be limited to the 19.9 acres indicated for this use on the attached conceptual Site Plan. The multi -family use shall contain no more than the 289 units shown on the conceptual Site Plan and the density of development shall be calculated based on only the area within each proposed phase of the multi -family development. S:AL.egahOur Documents\Ordinances\17\S 17-0009 Ordinanee.doex ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A SPECIFIC USE PERMIT FOR A MULTI -FAMILY RESIDENTIAL USE ON APPROXIMATELY 32.60 ACRES AND TO ALLOW FOR AN OUTDOOR RECREATION USE ON APPROXIMATELY 19.90 ACRES. THE PROPERTY IS GENERALLY LOCATED ON THE SOUTH SIDE OF WESTOAK STREET APPROXIMATELY 290 FEET WEST OF THE INTERSTATE HIGHWAY 35 SERVICE ROAD IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (S17-0009) WHEREAS, Rayzor Investments Ltd. has applied for a Specific Use Permit (SUP) to allow for a multi -family residential use on approximately 32.60 acres and to allow for an outdoor recreation use on approximately 19.90 acres, within the NRMU zoning district and use classification, said total acreage is composed of lots legally described and the location of which is shown in Exhibit A, attached hereto and incorporated by reference herein (the "Property"); and WHEREAS, after notice was published, a public hearing was held before the Planning and Zoning Commission in accordance with State law on November 8, 2017, whereby the Planning and Zoning Commission recommended approval (4-3) of the requested SUP, subject to conditions; and WHEREAS, on December 5, 2017, after notice published, a public hearing was held before the City Council in accordance with State law and the City Council hereby finds that the request is consistent with the Denton Plan and federal, state, and local law and that the Applicant has agreed to comply with all provisions of the Denton Development Code, as they exist, may be amended, or in the future arising, including but not limited to, this Ordinance, and has further agreed to comply with the additional restrictions and conditions set forth herein; and WHEREAS, the City Council has determined that it will be beneficial to Denton and its citizens to grant the SUP; that such grant will not be detrimental to the public welfare, safety, or health; and that the SUP should be granted; 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 SUP to allow the multi -family and outdoor recreation uses on the Property is hereby approved, subject to the following conditions: S:ALegal\Our Documents\Ordinances\17\S 17-0009 Ordinance.docx 1. The provided Site Plan, Landscape Plan, and Building Elevations shown in Exhibit B are conceptual. A full site plan submittal shall be required to ensure each phase of the development complies with the requirements of the Denton Development Code in terms of site design, landscaping, parking, and building design as provided in DDC 35.6.3. 2. A full assessment of the Environmentally Sensitive Areas (ESA) on the property is required and an Alternative ESA plan must be approved before any development within the boundaries of the ESA shown on the Conceptual Site Plan can be approved. 3. The development of a multi -family use shall be limited to the 32.6 acres designated for this use on the attached Conceptual Site Plan, and an outdoor recreation use shall be limited to the 19.9 acres indicated for this use on the attached conceptual Site Plan. The multi -family use shall contain no more than the 289 units shown on the conceptual Site Plan and the density of development shall be calculated based on only the area within each proposed phase of the multi -family development. SECTION 3. Failure to Comply. Except as otherwise stated above, all terms of the SUP shall be complied with prior to issuance of a Certificate of Occupancy. Failure to comply with any term or condition of the Ordinance will result in the SUP being declared null and void and of no force and effect. The SUP is issued to the entity named above and is assignable and transferable. SECTION 4. SUP Regulations. Upon notice to the property owner and a hearing before the City Council, a SUP may be revoked or modified if. 1. There is one or more of the conditions imposed by this Ordinance that has not been met or has been violated on the Property; or 2. The SUP was obtained or extended by fraud or deception; or 3. As otherwise permitted by law and/or Denton's Zoning Ordinance. SECTION 5. Unlawful use. It shall be unlawful for any person, firm, entity, or corporation to make use of the above -referenced Property in some manner other than as authorized by the Denton Code of Ordinances and this Ordinance. SECTION 6. Severability. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 7. Penalty. Any person, firm, entity or corporation violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00 for each violation. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. The penal provisions imposed under this Ordinance shall not preclude Denton from filing suit to enjoin the violation and it retains all legal rights and remedies available to it under local, state and federal law. S:A1.cga1\0ur Documents\Ordinances\17\S 17-0009 Ordinance.doex SECTION 8. Effective Date. 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 Lot APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: S:\Legal\Our Documents\Ordinances\17\517-0009 Ordinance.docx Exhibit A S:ALegal\Our Documents\Ordinances\17\S 17-0009 Ordinance.docx LEGAL DESCRIPTION 71.76 ACRES BEING a tract of land situated in the Eugene Puchalski Survey, Abstract No. 996, City of Denton, Denton County, Texas, and being part of "Section 3" "TRACT TWO" and "TRACT THREE" described in Special Warranty Deed to Jess Newton Rayzor, the Estate of Sewyn Rayzor Singleton, Evelyn Rayzor Neinhuis, and June Rayzor Elliott recorded in Volume 1796, Page 601 Deed Records of Denton County, Texas, and being all of those tracts of land described in Warranty Deeds to RAYZOR INVESTMENTS, LTD., recorded in Instrument Nos. 2007-20903 & 2007-20904, Official Records of Denton County, Texas and being more particularly described as follows: BEGINNING at a point in the north right-of-way line of Precision Drive (a 70 -foot wide right-of-way), and being the southeast corner of Lot 10, Block A, Westpark Addition, Phase 2, an addition to the City of Denton, Texas according to the plat recorded in Document No. 2013-318 of the Plat Records of Denton County, Texas; THENCE with the east line of said Lot 10, the following courses and distances: North 7°12'15" East, a distance of 102.26 feet to a point at the beginning of a tangent curve to the left having a central angle of 19°29'54", a radius of 512.50 feet, a chord bearing and distance of North 2°32'42" West, 173.57 feet; In a northwesterly direction, with said curve to the left, an arc distance of 174.41 feet to a point for corner; North 12°17'40" West, a distance of 145.70 feet to a point at the beginning of a tangent curve to the right having a central angle of 12°45'12", a radius of 537.50 feet, a chord bearing and distance of North 5°55'04" West, 119.39 feet; In a northwesterly direction, with said curve to the right, an arc distance of 119.64 feet to a point for corner; North 0e27'30" East, a distance of 1355.70 feet to a point at the beginning of a tangent curve to the right having a central angle of 21 °52'47", a radius of 536.50 feet, a chord bearing and distance of North 11'23'54" East, 203.63 feet; In a northeasterly direction, with said curve to the right, an arc distance of 204.88 feet to a point for corner; North 22°20'17" East, a distance of 159.02 feet to a point in the south right-of-way line of West Oak Street (an 80 -foot wide right-of-way) and being at the beginning of a non -tangent curve to the left having a central angle of 47°17'08", a radius of 790.00 feet, a chord bearing and distance of South 88°3924" East, 633.63 feet; THENCE with said south right-of-way line of West Oak Street, the following courses and distances: In a southeasterly direction, with said curve to the left, an are distance of 651.98 feet to a point for corner; North 67°42'01" East, a distance of 225.02 feet to a point for corner at the intersection of said south right-of-way line of West Oak Street and the west right-of-way line of the Kansas City Southern Railroad; CONTINUED ON SHEET 2 EXHIBIT of r 71.76 ACRES �P• STa' EUGENE PUCHALSKI SURVEY, ABSTRACT NO. 996 J. ANDY DOBBS CITY OF DENTON, DENTON COUNTY, TEXAS REGISTERED PROFESSIONAL J. ANDY D 66S LAND SURVEYOR NO. 6196 ......•• 12750 MERIT DRIVE, SUITE 1000 6 �P�':� y)))', DALLAS, TEXAS 75251 f E S $10 • ' o 13455 Noel Road, Two Galleria OK Tel. No. (972) 770.1300 PH. 972-770-1300 y0 QA Tower, Suite 700, Dallas, Texas 75240 FIRM # 101155W Fax No. (972) 239.3820 S O R v scale Dawn by Chocked by Dale Pro eU No. Sheol No. andy.dobbs@kimley-horn.com N/A MTC JAD OCT. 2017 084513900 1OF3 RRR ANr)Y10/31/2(1177'09AMK1nAl AlIRVFY106d51AqM).RFTRFATATnFNTON21DW(',WT,451ARfM.RFTRFATATnFNToN71FGAI rRnSSARFA-NWr.RNDVr, S:ALegahOur Documents\Ordinances\17\S 17-0009 Ordinance.docx THENCE with said west right-of-way line of the Kansas City Southern Railroad, the following courses and distances: South 22°24'01" East, a distance of 879.63 feet to a point for corner; South 89°07'01" East, a distance of 27.22 feet to a point for corner; South 22°24'01" East, a distance of 1073.27 feet to a point for corner; South 16°45'10" East, a distance of 230.32 feet to a point for the north corner of Lot 1, Block 1, Denton Distribution Center, an addition to the City of Denton according to the plat recorded in Cabinet M, Page 130 of said Plat Records; THENCE departing said west right-of-way line of the Kansas City Southern Railroad and with the north line of said Lot 1, Block 1, the following courses and distances: South 60°02'59" West, a distance of 244.47 feet to a point at the beginning of a tangent curve to the left having a central angle of 14°52'31", a radius of 1155.92 feet, a chord bearing and distance of South 5238'45" West, 299.26 feet; In a southwesterly direction, with said curve to the left, an are distance of 300.10 feet to a point for the northeast corner of Tract B, Better Tools Property, an addition to the City of Denton according to the plat recorded in Cabinet A, Page 118 of said Plat Records; THENCE departing said north line of Lot 1, Block 1 and with the north line of said Better Tools Property, North 89°03'53" West, a distance of 1303.23 feet to the POINT OF BEGINNING and containing 71.76 acres of land. This document was prepared under 22 TAC §663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. EXHIBIT 71.76 ACRES EUGENE PUCHALSKI SURVEY, ABSTRACT NO. 996 CITY OF DENTON, DENTON COUNTY, TEXAS 7 nq AM K MAI RIIRVFVW,4FV,P,)(,.RFTn FAT AT f)FNTnN 2UnWrMf' FTP FAT AT nFNTON') I S:\Legal\Our Documents\Ordinances\17\S17-0009 Ordinance.doex \ l�EIEPJ.R°Y iW!TEDPNiTriERSHi' � _ HOCi N 6M1 " EC . Uf i10N 3 d-19 - iRZ"vs; Z R=512. .50 M 11. ro iI DRu.c,N2z'x'+re 159 02' A=47 -17'0'R=790 c=173.57' LO' Nr12'15-S PRECISION DRIVE 02.2b' CJ P O B.� L $51.55' (A 70 -FOOT N16[ F'VTutIC FIGHT-OFWAY) c0=S8a'7S24 E -- — _A=21'52'47' C=613 G1' R=53050' =N4 85' CB-MI.23'54'E C -x3.63' w T'_ o. l4£BTPMI: ADUmOu, Gw.Sf 2 [:vCONNO�X�TI-]ffl R=537.50' 1=119.G<' C8+45'55'04 N G=1+B 39' 225.02' WEST OAK STREET (� WM- Pu°uc -ft Of -WAYS (pw^^. NO 93R3B211 �rJ, G R C C.1 ; It—, DER cif w• a iaAc; TJX Jf55 M1£W(Q: RAVZAR(i5x) lt�f. eSTFtE AVZOR 9h*°CETOR[ZS•.:r E.'FtYN (UYZOR NErtt ilxS;sxiARO Jt K `IXA a oLc r. Ea+ \ \\ NORTH \ tAi tR. BLCG(1 \ 6i-,fY£FE A°fNTb.'1 3. 0 150' 300' \ \ FEE \ GRAPHIC SCALE IN FEET a\\ m� \ NOTES :k This document was prepared under 22 TAC \ XT It.—TM §663.21, does riot reflect \11 1 11 31the results of an on the RD ground survey, and is not to be used to convey or establish interests in real Rr°aT.AE.vJAY \ \ — — \ property except those rights and interests implied or �Aff°LNE established by the creation I 1447' VJ us 70' d-19 R=512. .50 174 1' L8-N2'a co=Nz•3r<zw c=173.57' Nr12'15-S PRECISION DRIVE 02.2b' CJ P O B.� (A 70 -FOOT N16[ F'VTutIC FIGHT-OFWAY) LO11 H.BEOCM 1 (CAB, U. BUO'c 35c, P ..t T.) S89.07,01E\ \ or reconfiguration of the 2751 \ \ boundary of the political \ \ subdivision for which it was \ prepared. \ RnvzoR — _ R, 1nVE5lMP4Y5.lTU. OCG n'0. %xt OROGiDCT 'p \ i i \ \ if RAYZ0R \\ \\ h. TNENi5, li0. OCT. 230.32' 560'02'59Vl 2'4<sr cAB. u, SllOE 365, ;AACTAT—TI PAU<T. I BETTER TOOCSPRAPERTY .—f�iCPEiYtt f II CAII. A ,DE 'i8 C�PRCC i. 11 PADGT. VnrvERYtt OE n'ORM 1-6 i I GAACT. i EXHIBIT 71.76 ACRES EUGENE PUCHALSKI SURVEY, ABSTRACT NO. 996 345 CITY OF DENTON, DENTON COUNTY, TEXAS Towe e=14.52'31 \ R=1155.97 \ =300.10' CE3=S52'38'WW C=2S9.2b' ter 1, BEO:.N f men o.H wsTR�suixw CENIEB PAPCT. 'A. 2 LEGAL GROSS S:\Legal\Our Documents\Ordinances\17\S 17-0009 Ordinance.docx Exhibit B Conceptual Plans - --- ---------------- ----- dh Is I f CONCEPTUAL 0 RETREAT AT DENTON mley)))Horn SITE tz LAYOUT ��E AS -11 —n Z PREPARED FOR EXHIBIT LANDMARK PROPERTIES -El - J6 71, I M yl Is I f CONCEPTUAL 0 RETREAT AT DENTON mley)))Horn SITE tz LAYOUT ��E AS -11 —n Z PREPARED FOR EXHIBIT LANDMARK PROPERTIES -El D, L J r r \ \\ \ il' Y77 p + > \ \\ DD 1 , - •y _ 3 I � ;y� D Z } y N \ \ \ � !� NATCHLINE LLi 2 MATCHIINE Li.t '—� + .� z * - r L `•' y + m Lr a p ymm c,a + + ` \ < I:+ r+ + yO \ \ fff zITIII3'Mi�> V \ \7 \ + tV �, AV vG + + + + \ \v� NATCHLINE Li 3 + + + MATCHLINE Li 2 ,: + + F if 1 i > �mmn OZ 1 mz V » ' Lt !I��II ii. 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Z a. L o LE R gill liek 01's fl� 1, tl C R R .EasMEli d� .l8 .t—.6 p MIA 0 00 F O O W W W W LLI rq r C US tzLU m-' W L -j ��'', �— � � �IIIIIIIIt�lll� �If Illir�ilAill/ The Thornberry City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'IC"'IN Legislation Text File #: Z17 -0008a, Version: 1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance to rezone approximately 7.5 acres from a Community Mixed Use General (CM -G) District to a Neighborhood Residential Mixed -Use (NRMU) District. The property is generally located on the northeast corner of East Sherman Drive and Poinsettia Boulevard in the City of Denton, Denton County, Texas. The Planning and Zoning Commission recommended approval of the request (4-0). (Z17-0008, Palladium Denton, Julie Wyatt). City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I._eggl;>karI City of Denton City Hall 41"I&IMMM215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: December 5, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance to rezone approximately 7.5 acres from a Community Mixed Use General (CM -G) District to a Neighborhood Residential Mixed -Use (NRMU) District. The property is generally located on the northeast corner of East Sherman Drive and Poinsettia Boulevard in the City of Denton, Denton County, Texas. (Z17-0008, Palladium Denton, Julie Wyatt). BACKGROUND The applicant is requesting a rezoning from Community Mixed Use General (CM -G) District to Neighborhood Residential Mixed Use (NRMU) District to facilitate a multi -family development on a 7.5 - acre site. In order to develop multi -family dwellings, approval of a Specific Use Permit (SUP) is also required. An SUP for the multi -family use is being considered concurrently with the proposed rezoning (S17-0010). A full staff analysis is attached in Exhibit 2. OPTIONS 1. Approve. 2. Deny. 3. Postpone consideration 4. Table item. RECOMMENDATION Staff recommends approval of the request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On November 29, 2017, the Planning and Zoning Commission (P&Z) held a public hearing regarding the requested rezoning and associated SUP. Twelve residents spoke at the public hearing. Although they were generally opposed to the proposed SUP for multi -family development, a few supported the proposed rezoning in order to reduce the number permitted commercial uses for the site. The applicant spoke in favor of the request and stated that a Traffic Impact Analysis (TIA) is being prepared and will be submitted to the City as part of the development process. He also discussed the Housing Tax Credit Program requirements. During the meeting, P&Z discussed the permitted uses associated with the existing zoning of CM -G District. Under current zoning, multi -family is permitted as part of a mixed-use development which must include ground floor commercial uses for buildings located on Poinsettia Boulevard and East Sherman Drive. Staff further explained that if multi -family with commercial uses on the ground floor were contemplated, a rezoning and approval of an SUP would not be required. The proposed NRMU District would not require a commercial component for multi -family development, provided that an SUP for the use is approved by City Council. Based upon the current zoning's expanded commercial uses and ground -floor commercial use requirements, the P&Z determined that the proposed rezoning and associated SUP for multi -family dwellings would provide a buffer for the adjacent neighborhoods and reduce the likelihood of incompatible commercial development within proximity to single-family dwellings. At the closure of the public hearing, a motion was made to recommend approval of the request. This motion passed 4-0. Minutes from this meeting have not been drafted as of the issuance of this report. As part of a Housing Tax Credit Program application, the City Council approved a resolution of support for the proposed development on February 7, 2017. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 4.3 Provide quality, diverse, and accessible neighborhood services for the community EXHIBITS 1. Agenda Information Sheet 2. Staff Analysis 3. Aerial Map 4. Zoning Map 5. Future Land Use Map 6. Permitted Use Comparison 7. Proposed Zoning 8. Notification Map and Responses 9. Presentation 10. Draft Ordinance Respectfully submitted: Richard Cannone, AICP Interim Planning Director Prepared by: Julie Wyatt Senior Planner Staff Analysis Z17-0008/Palladium City Council District 2 Planning and Zoning Commission November 29, 2017 REQUEST: Hold a public hearing and consider a request by Belair Development, LTD to rezone approximately 7.5 acres from a Community Mixed Use General (CM -G) District to a Neighborhood Residential Mixed -Use (NRMU) District. The property is generally located on the northeast corner of East Sherman Drive and Poinsettia Boulevard in the City of Denton, Denton County, Texas. (Z17- 0008, Palladium Denton, Julie Wyatt). OWNER: Belair Development, LTD. APPLICANT: Ryan Combs with Palladium USA BACKGROUND: The applicant, on behalf of Belair Development, LTD, is requesting to rezone the subject property from a Community Mixed Use General (CM -G) District to a Neighborhood Residential Mixed Use (NRMU) District in order to develop the site with multi -family dwellings. The applicant is proposing a traditional multi -family development financed through the Housing Tax Credit Program (HTC), which is administered by the Texas Department of Housing and Community Affairs. The HTC is intended to provide housing for residents who earn 50 to 60 percent of the area's median income (the 2017 median income for the Dallas Metro Area is $73,400 per year for a family of four). As part of the HTC application, the City Council approved a resolution of support for the proposed development on February 7, 2017. Under the current zoning of CM -G District, multi -family dwellings are permitted with two limitations on the use: first, Limitation 4 requires either a Specific Use Permit (SUP) or a of mix of three or more supporting land uses, and second, Limitation 6 requires a vertical mix of uses along any collector or arterial street. Therefore, multi -family could be developed under CM -G zoning, but it would require commercial uses across the street from existing residential dwellings. The proposed NRMU District permits multi -family dwellings with Limitation 4, but does not include Limitation 6. Since the proposed multi -family development does not include a mixed-use component, the applicant is requesting a rezoning to NRMU District with an associated SUP to develop the site. SITE DATA: The subject property is approximately 7.5 acres located on the northeast corner of East Sherman Drive and Poinsettia Boulevard. The site is undeveloped with approximately 385 feet of frontage on East Sherman Drive and 960 feet of frontage along Poinsettia Boulevard. Per the Mobility Plan, East Sherman Drive is classified as a Primary Arterial, which is intended to serve as a major route into and across the City. Typically, Primary Arterial roadways require 135 feet of right of way and are designed with three travel lanes in each direction separated by a median. Due to the current and future development along Poinsettia Boulevard, it is classified as a Main Street Mixed Use Collector. Main Street Mixed Use Collectors provide access to all types of residential dwelling units and neighborhood commercial development. Typically, Main Street Mixed Use Collectors require 70 feet of right-of-way and include two through lanes and parking on both sides. USE OF PROPERTY UNDER CURRENT ZONING: The purpose of the CM -G District is intended to provide the necessary shopping, services, recreation, employment and institutional facilities that are required and supported by the surrounding community. This zoning is typically located in areas with easy access, such as along major roadways or the intersection of local roads and arterial streets. Most commercial and institutional use are permitted by right. Multifamily is permitted as part of a mixed use development where office or retail are located on the bottom floor. SURROUNDING ZONING AND LAND USES: Northwest: • NRMU and CM -G Districts • Undeveloped North: • CM -G District Undeveloped Northeast: • CM -G District Undeveloped West: East: • NRMU and NR -6 Districts • CM -G and NR -4 Districts • Undeveloped ' ' • Undeveloped and single- family residential under construction Southwest: South: Southeast: • NR -3, NR -4 and NR -6 • NR -3 and NRMU-12 • NRMU-12 and NR -6 Districts Districts Districts • Single-family residential • Single-family residential • Single-family residential and undeveloped and townhomes and townhomes COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: The subject property is situated between the intersection of East Sherman Drive and Loop 288 and Poinsettia Boulevard. Poinsettia Boulevard separates the site from established residential neighborhoods consisting of one- and two-story single-family dwellings and townhomes. Although undeveloped, property adjacent to East Sherman Drive and Loop 288 is zoned as CM -G and NRMU Districts. Future development must conform to the permitted uses and development scale associated with the governing zoning districts. NRMU District is a mixed-use district which permits moderate density residential and small-scale commercial uses. It is intended to provide day-to-day shopping and services which are typically found near residential neighborhoods. NRMU District permits retail, restaurant, and office uses, but with limitations on the size and intensity of potential development. Uses such as multi -family, vehicle repair, quick vehicle servicing, or drive-through facilities require a Specific Use Permit (SUP) or are not permitted. The proposed NRMU District would increase the compatibility between the remaining CM -G District along East Sherman Drive and Loop 288 by reducing the number of permitted commercial uses and development scale on the site, creating a buffer between the neighborhoods and future commercial corridors. A comparison of the existing and proposed zoning districts is attached for reference. COMPREHENSIVE PLAN: Per the Denton Plan 2030, the Future Land Use Designation of the subject property is Community Mixed Use. Community Mixed Use is intended to promote a mix of uses, of which various commercial uses remain predominant, but where residential, service, and other uses are complimentary. Future development in Community Mixed Use areas will complement and embrace existing, viable uses, and raise the standard of design to increase their economic viability, accommodate greater connectivity and mobility options, and create a sense of place to serve the local community. Typical types of development may include a supermarket, drug store, specialty shops, service stations, midsize offices, employers, and high -to -moderate density housing. According to the Denton Plan 2030, diverse uses shall be located in proximity to one another so that all uses are accessible from a single stop by walking, bicycling, or transit. Commercial uses should be programmed appropriately to serve the local Denton community and to be compatible with adjacent land uses. NRMU District is consistent with the Future Land Use Designation and with the overall goals of the Denton Plan 2030, as it permits a mix of residential, commercial, and service uses. Furthermore, Element 7 in the Denton Plan 2030 establishes a goal to encourage choice in housing type, cost, and location. In order to achieve this goal, the Plan addresses affordable housing with a policy to, "Expand the availability of affordable housing choices for community members most in need of housing, including those with low incomes and special needs." CONSIDERATIONS: 1. The request is to rezone approximately 7.5 acres from CM -G District to NRMU District to permit multi -family residential development on the site. Section 35.4.13 of the DDC establishes the following criteria for approval: a. The proposed rezoning conforms to the Future Land Use Element of the Denton Plan 2030: The Future Land Use Designation of the subject property is Community Mixed Use. NRMU District corresponds with Community Mixed Use, as it permits a variety of commercial, institutional, and moderate density residential uses at a scale that is compatible with nearby residential development. b. The proposed rezoning facilitates the adequate provision of transportation, water, sewers, schools, parks, and other public requirements and public convenience. As to infrastructure, a needs assessment, depending on the development, would be conducted at the time of platting and site plan submittal. Compliance with all transportation, drainage, and infrastructure requirements is mandatory with platting and development of the site. Furthermore, all proposed development must meet City requirements for tree preservation and other environmental impacts. 2. The subject property is situated between established residential neighborhoods and the intersection of East Sherman Drive and Loop 288. The current zoning of CM -G District permits a broad array of commercial uses typically found on Primary Arterial roadways, including vehicle repair, auto sales, and large-scale retail. However, the site's proximity to established residential neighborhoods suggests that while small-scale commercial uses and moderate density housing would be appropriate, the uses and development scale associated with CM -G District are not compatible with the existing development pattern. Although CM -G District is often located between residential neighborhoods and Primary Arterials, residential properties typically back up to commercial development, which reduces access to neighborhoods. Landscape buffers between abutting commercial and residential uses mitigate nuisances and visual impacts. However, these typical mechanisms which increase compatibility between CM -G District and neighborhoods are not applicable to the subject property. The existing residential development on Poinsettia is oriented toward the subject property, increasing access between the neighborhood and future commercial development. Furthermore, since the subject property is separated from residential development by a 70 -foot right-of-way, landscape buffers are not required for the future commercial development. The current zoning pattern and street network provide minimal separation between the residential areas and the future commercial development at the intersection of Loop 288 and East Sherman Drive. Therefore, rezoning to a less -intense zoning district is appropriate. If approved, NRMU District would reduce the intensity and scale of future development on the site. Additionally, NRMU District would establish a buffer area to allow development to logically transition from low- and moderate -density residential to large-scale commercial uses. 3. The proposed rezoning would extend the existing NRMU District located northwest of the subject property, creating a cohesive zoning pattern at the intersection of Loop 288 and East Sherman Drive. 4. If the rezoning is approved, the applicant must also secure approval of an SUP from City Council prior to development of a multi -family use. An SUP for the multi -family use is being considered concurrently with the proposed rezoning (S17-0010). STAFF RECOMMENDATION: The request is consistent with the Future Land Use designation and the overall goals of the Denton Plan 2030. The proposed NRMU District permits commercial uses with limitations on development scale, thus creating a buffer between the residential neighborhoods and future commercial development on East Sherman Drive and Loop 288. Therefore, Staff recommends approval of the request. PUBLIC NOTIFICATION: To comply with the public hearing notice requirements, 36 notices were sent to property owners within 200 feet of the subject property, 84 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. Respectfully submitted: Richard Cannone, AICP Interim Planning Director Prepared by: Julie Wyatt Senior Planner SITE Parcels Roads Z17-0008 Site Location = COD ETJ NAA 8/1/20 W* 140 280 560 -- ------ - --- CITY DENTON or C:Bevellojpi riiein& Seiwlices • GIIS Det,_ 3/6/2011 the eCityYoffDentop and hpsve been made a dailablento the publichbased are the PablicminPormfat�on A�tct ThUe City of Denton should not eff rt To�preodu ceesnr7 or the 9nostpcoarent aridtaccu for informatPon posslble� No warPanties�hexpressetr7 or limphed, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. I Z17-0008 Existing Zoning Map ETJ Q SITE CM -G NR -6 N V W 0 140 280 560eet Parcels ETJ NRMU INN - - , � NR -3 j��p�UVlgg9p NRMU-12 CITY or RoadsiDENTON Um�uml� om tlo�l N R-4 X � DeveVojpi"riiein� Seiwlices . GIIS Date: 3/15/2017 theeCitV offDenton and hisve been made a dailablento the publichbased on the Pa�blic llnPormfat�on A�tct ThUe City of Dentonl should not eff rt Toipreodu ceeanr7 publish the mostpcoarerent but currate informat10 possible. No warrranties,hexpressetr7 or limplieoY are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. I Z17-0008 Future Land Use Map J r / r / / / f / / i r / / / / / / / / / / r / rr. / / / / / r r / r/ r r/ rr / ,r r / / / / i r/ / / r / / r / / r r / r / r r r r / r/ ii rill i r , l IIII rrrr �'�1����IIIIIIIIIuIU�I��� Low i Residential r/ani// j //� //r���� ( ' r rrr " , I Ilk MEOW amW amm SEEM�� rill �i N 0 385 770 1,540 SITE Future Land Use community Mixed Use W Feet 'Parcels Rural Areas Neighborhood Mixed Use ®> Roads Low Residential Government/ Institutional orY ENTON Moderate Residential Parks / Open Space Devellojpirriiein& Seirviices • cu Date: 3/6/2017 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 legpal, er pumeerinq 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 effort To produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of this statement. Permitted Use Comparison NRMU CM -G Residential Uses Agriculture p p Livestock L(7) L(7) Single-family Dwellings N N Accessory Dwelling Units N N Attached Single-family Dwellings L(40) N Dwellings above Businesses p p Live/Work Units p p Duplexes N N Community Homes for the Disabled p p Group Homes '$U P N Multi -family Dwellings SUP/L(4) L(6)&L(4) Fraternity or Sorority House '$U P N Dormitory '$U P N Manufactured Housing Developments N N NRMU CM -G Commercial Land Uses Home Occupation p N Sale of Products Grown on Site N N Hotels p p Motels N p Bed and Breakfast p p Retail Sales and Service L(17) F' Movie Theaters N $U 1� Restaurant L(11) F' Private Club L(11) F' Bar L(11) F' Drive -Through Facility "HIP �+ Professional Services and Offices L(17) F' Quick Vehicle Servicing YJ P �+ Vehicle Repair N p Auto and RV Sales N p Laundry Facilities p p Equestrian Facilities N p Outdoor Recreation ''M P �+ Indoor Recreation N p Major Event Entertainment N ''M 1� Commercial Parking Lots N p Administrative or Research Facilities L(14) F' Broadcasting or Production Studio L(14) F' Self -Service Storage N SU P/L(35) Sexually Oriented Business N N NRMU CM -G Industrial Land Uses Craft Alcohol Production U 4' L(12) Printing/Publishing N p Bakeries L(21) F' Manufacture of Non -Odiferous Foods N N Feed Lots N N Food Processing N N Light Manufacturing N N Heavy Manufacturing N N Wholesale Sales N N Wholesale Nurseries N N Distribution Center/Warehouse, General N N Warehouse, Retail N N Construction Materials Sales N N Junk Yards and Auto Wrecking N N Wrecker Services and Impound Lots N N Kennels N N Veterinary Clinics N p Sanitary Landfills, Commercial Incineratiors, Transfer Stations N N Gas Wells L(27) L(27) NRMU CM -G Institutional Land Uses Basic Utilities L(25) ''M P Community Service p p Parks and Open Space p p Churches p p Semi -Public Halls, Clubs, and Lodges p p Business/Trade School L(14) F' Adult or Child Day Care p p L(4) — Multi -Family is permitted only: With a Specific Use Permit (SUP), As part of a Mixed -Use Development; or As part of a Master Plan Development, Existing; or 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, If allowed by a City Council approved neighborhood (small area) plan. L(6) — Permitted only on 2na 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. 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(16) — Uses are limited to no more than 1,500 square feet of gross floor area per lot. 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 (40) = Limited to a maximum 12 units per acre. NRMU CM -G General Regulations Minimum Lot Area (square feet) 2,500 2,500 Maximum Density 30 Maximum Lot Coverage 80% 80% Minimum Landscaped Area 20% 20% Maximum Building Height 65 feet 65 feet L(4) — Multi -Family is permitted only: With a Specific Use Permit (SUP), As part of a Mixed -Use Development; or As part of a Master Plan Development, Existing; or 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, If allowed by a City Council approved neighborhood (small area) plan. L(6) — Permitted only on 2na 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. 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(16) — Uses are limited to no more than 1,500 square feet of gross floor area per lot. 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 (40) = Limited to a maximum 12 units per acre. Z17-0008 Proposed Zoning Map ETJ N V 0 140 280 560eet Q SITE CM -G NR -6 Parcels ETJ NRMU - - CITY INN NR -3 �j�uo�Vlgg9p NRMU-12 or Roads U�m� IVull�� ol�� tl�o�t DENTON NR -4 �,. a,7 C:RevelloIKai rueu/r& weirvlices • GIIS Date: 3/15/201] 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 legpal, enpineerinq 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 effort To produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of this statement. SITE Parcels 19.E Z17-0008 Notification Map 1 � s�dljlVi P/�ii�G�i���lli"J�gy��fY/fl/llf(7V / ,kjU'�IJ�;�NII �Ilf ir'�; /It fii/ it/✓ �i �/ ����/�� h� t/�/J � i ar 140 280 560 -- ------ - --- CITY DENTON or C:Bevellojpi riiein& Selwlire.e • GIIS Date_ 11/20/2017 the eCityYoffDentop and hpsve been made a dailablento the publichbased are the PablicminPormfat�on A�tct of City of Denton makeseeve�y eff rt To�preodu ceesnr7 or the 9nost ooar�ent aridtaccu for informatPon posslble� No warPanties�hexpressetr7 or limphed, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. I Development Services DENTON . ..................... V. H,-ic—k,o-,-r ... y—S E . ........ D, ' 'e" ' 'ntort, ..... ..... . IN— 76201-"...... ...... ( 9 40" ),-,-3,4-,9---85,-4 1, Response Form Project Number Z 17-0008 Palladium In order For your opinion to be counted, please complete and mail this form to: City of Denton Development Services Attn: Julie Wyatt, Project Manager 215 W. Hickory St. Denton, TX 76201 Project Number Z17-0008 fllmm circle onc: 1-� zu fivor of"requcst o Opposed to request Com Eliot), Is Signature: Printed Name Street Address: 0 C' City, State and Zip Codc ,,, Phone Number: 7J Em ail Add ress. Physical Address afro within 200 Feet; 0 . ..... . .................. . . L) d':' ADAIEOE/ADEA www.cityardenton.corn TDD (800) 735-2989 all CI%OFVMW� Development Services ...w ­­­ ... . .... .. .... .. . ....... . . . ............ ... . ...... . ...... . 215 W. Hickory St., Denton, TX 76201. - (940) 349-8541 Resporise, P'orin PFOa (XA NUIM[Wr.Zi 7,0008 041 1"I'dIa(fimm In order For Your opinion to be counted., please complete and mail this Form to: City of Denton Development Services Attn: Julie Wyatt, Project Manager 215 W. I I ickory St. Dentoii,TX 76201 You ruav also email or fat a copy to.iiilie.xvvitt,,i%citvofdejitoji.COITI or (940) 349-7707, "on "WAI mm mm !." mm =a" "m M" a" mm WPM 'MR MWO WWA "m ow No* Ow so= mp" wm mm Project Number Z17-00018 Please ch -de Owle. o hi favor of request Comments: x Opposcd to request OF 11%. Signature: Email Address. . . . ..... .. .............. .. . ...... . . .... C .................... . . . 1c,tvawm Development Services ........... . . .......... . --- -------------- -11111- . ... .... --- ......... . .. ....... --- . . .. ................. ..... ..... Fl" m. 'ON' 215 W. Hickory St., Denton,'FX 76201 - (940) 349-8541 Response Forin ow Project NuH)er S17.-0010 Palladium In order For your opinion to be counted, please complete and mail this form to., City of Denton Development Services Attn: Julie Wyatt, Project Manager 215 W. I lickory St. Denton. TX 76201 You may also email or fax a copy. tojulie,wyatt, cityofdentoil.coiiioi-(940)349-7707. MAN xw,= Mw Mw MM MM on" M"l " Piiro,ject Nuiniber SSI 7 0010 Please circle one: n in favor of request pposed to request Comments: ADdVEOE/ADEA www.ei(yofdeuiitoTi.com TDD (800) 735-2989 W aft, Julie A. From: Martha Davis <mahney2@icloud.com> Sent: Tuesday, November 28, 2017 9:31 AM To: Wyatt, Julie A. Subject: Apartments on Poinsettia 000 Julie My name is Martha Davis and I live on Teal Drive in Denton. I am heartbroken to hear apartments are planned for our neighborhood. Condos similar to those on Poinsettia would be welcome and encouraged as they are always in demand. Apartments NOT! They will result in much more traffic and parking on our streets. We feel safe in our neighborhood and this will change dramatically with apartments for walkers -pets-children-and general traffic. Property values will decline as well. We are proud of our neighborhood and only want change for the better. What time and where will the public hearing be. Sent from my iPhone Wyatt, Julie A. From: Diane <diane.s.robson@gmail.com> Sent: Wednesday, November 29, 2017 1:59 PM 01W To: Wyatt, Julie A. Subject: Zoning change Z17-0008 & S17-0010 I am against the zoning change for this lot for multifamily residences. The traffic coming onto Poinsettia just to make a U-turn to go north on 428 makes it almost impossible to use that exit for Beverly Estates Park in the morning or evening. Adding more people on an already busy road with no lights is madness. We are adding too many people and cars without the proper infrastructure. I live at 1404 La Mirada so this zoning change does affect me personally. Thanks, Diane Robson (Diane Davis on home loan) 1404 La Mirada Denton, TX 76208 From: Donna Caruthers <caruthersdc@gmail.com> Sent: Wednesday, November 29, 2017 1:47 PM To: Wyatt, Julie A. 00 Subject: Beverly Evers Hi Julie, I'm writing in regards to the zoning change adjacent to Beverly Evers Estates. We recently purchased our first home less than 6 months ago in this neighborhood. The biggest factor for my husband and I buying a home was the neighborhood. We have a young daughter and love being outside. We wanted a safe environment for her. It is my understanding an apartment complex is being proposed for this piece of land. I know there is a need in Denton for affordable housing. It's not so much an apartment complex that concerns me, it's the traffic. 1) With the addition of Harvest Hill community being built just East of the neighborhood, this is an additional 150 homes (300+ cars) with traffic through our neighborhood down Poinsettia. 2) There are signs for Sherman Crossing on the West side of Sherman with more residential homes, adding to the traffic. 3) In the evenings, in particular when there is a game or event taking place at the Collins stadium, it is near impossible to make a left hand turn from Loop 288 onto Sherman and again from Sherman onto Poinsettia. It is very dangerous and causes great concern for me. The congestion the area already receives with events at the stadium will near triple with all these new residences. 4) Parking and congestion on Poinsettia. There is already lots of street parking for the condos on Poinsettia, I fear with the entrance of an apartment complex being located IN OUR NEIGHBORHOOD, *ON* Poinsettia, this will cause more difficultly turning in and out onto Sherman. Like I mentioned, we just bought our home for the neighborhood. I really hope the aesthetics of what we currently have does not change and this won't have an affect on our property value. I hope the apartments continue to line the road with trees and wide sidewalks (like the rest of the neighborhood). My family goes on a walk twice a day down Poinsettia with our daughter in tow on her bike or scooter. The inclusion of a walking trail, mini park area along with the trees and wide sidewalks can go a log way with the residents in Beverly Evers. I also request the apartments be of the same caliber as our neighborhood (i.e. no lime green doors like those complexes closer to campus). I will do my best to attend the meeting tonight with my other neighbors. How will we be made aware of progress with this rezoning? Thank you for your time, Donna Caruthers Julie A. From: r Sent: Weanesuay, To: Wyatt, Julie A. Subject: plans for apartments near Beverly Park development I am writing in reference to a zone change for some apartments to be built on Poinsettia Street. The traffic is already bad enough on that street to get onto Sherman Drive especially with game days at C.H. Collins. This will only add to that plus completely ruin our quiet neighborhood. I totally am opposed to apartments being built there and changing the zoning. Please keep me updated on future developments and let me know what else can be done. Thank you! Gloria Smith Rev047c-chiever... Responsibility ... Intellection ... Harmony W eft, Julie A. From: Kay Standifer <Ikaystandifer@yahoo.com> Sent: Wednesday, November 22, 2017 5:47 PM To: Wyatt, Julie A. Subject: Public Hearing concerning Property on Poinsettia Blvd go To whom it may concern: I live at 1710 Poinsettia Blvd and love the property so much, however to the east we have a new development of 150 homes to be built!! and across Poinsettia to the north I received a registered letter that the plans are to build a 3 story Apartment Complex that will enter and exit on Poinsettia Blvd ! There are also approximately 47-48 homes behind Blvd that their only exit is Poinsettia Blvd !! Because of what I understand and where the entrance will be into the New Multiple Apartment Complex there will be terrible traffic problem!! I am a Realtor and have been for many years and I understand the need for growth of our town! But look at the possibility of major traffic problems in this area!! I would appreciate your concern in our area and hopefully this can be resolved at this time!! Thank you , Kay Standifer 1710 Poinsettia Denton, Tx 76208 W aft, Julie A. From: Sent: To: Subject: November 21. 2017 i uesaay, November 21, 2017 2:53 PM Wyatt, Julie A. PUBLIC HEARING Re: Public Hearing November 29, 2017 TO WHOM IT MAY CONCERN: I live at 2202 Poinsettia Blvd, to the east they are building 150 homes, to the west they are planning on building 3 story apartments that will enter and exit on Poinsettia Blvd. There are also approximately 48 homes behind Poinsettia Blvd that their only exit is Poinsettia Blvd!. If this takes place there will be so much traffic congestion to get on Poinsettia Blvd to the only two exits to Sherman Drive or Manten Blvd. . WHAT ARE THEY THINKING???? I was given you name and email address to voice my concerns. Sincerely, Deanna Rogers 2202 Poinsettia Blvd Denton, Texas 76208 1 To: City Planning Committee: Concerns about Project Number: Z17-0008 Project name: Palladium As a home owner at 3907 Teal Drive I currently frequently experience difficulty entering and exiting my neighborhood at the both Sherman Drive and Poinsettia Blvd. and leaving Loop 288 Westbound and trying to go under the Loop on Sherman Drive. On game nights and during other special events at the stadium and water park it is already necessary to have police officers managing traffic at the Loop. Even the Advanced Technology Complex and Popo Gonzalez schools on LaGrone empty out onto Sherman Drive. The thought of having NRMU brings up the following concerns if high density housing is built: 1) Traffic —especially during rush hour and times when the stadium and water park are drawing a lot of traffic 2) The new subdivision going in on Kings Row will already increase traffic on Poinsettia Blvd. 3) Schools for additional children. My family will attend the meetings and we look forward to hearing about plans that have been made to address the quality of life and property values in our neighborhood. Sincerely, Mary Bryant 3907 Teal Drive, Denton TX 76208 cod Development Services ... T 215 W. Hickory St., Denton, TX 76201 • (940) 349-8541 D Response Form Project Number Z17-0008 Palladium In order for your opinion to be counted, please complete and mail this form to: City of Denton Development Services Attn: Julie Wyatt, Project Manager 215 W. Hickory St. Denton, TX 76201 You may also email or fax a copy to julie.wyatt@cityofdenton.com or (940) 349-7707. MW _�MMMM I _ Project Number Z17-0008 Please circle one: D In favor of request y Opposed to request Comments: With the addition of 150 new homes going up to the east of Beverly Estates (off of Kings Row), and the planned housing in Sherman Crossing to the west, an apartment complex located in- between, will add a tremendous amount of cars traversing Poinsettia Blvd. Single family residences or townhouses to mirror the existing ones, seems to be a preferred fit for Beverly Estates neighborhood. This is just one of several objections to this proposed development. Thank you. Signature: _ ........................................... ......._ ......... ...._ ......... ... Printed N to . Street Address:......1 @-K4 �.: City, State and Zip Code:��@��� Phone-Number:..................�., Email Address Physical Address of Property within 200 Feet:if- ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 0 ITv C10F Development Services DENTON 215 W. Hickory St., Denton, TX 76201 • (940) 349-8541 100, Response Form Project Number S 17-0010 Palladium In order for your opinion to be counted, please complete and mail this form to: City of Denton Development Services Attn: Julie Wyatt, Project Manager 215 W. Hickory St. Denton, TX 76201 You may also email or fax a copy to j u lie.wyatt@c ityofdenton. coin or (940) 349-7707 Project Number S17-0010 Please circle one: ❑ In favor of request Comments: Signature: Opposed to request µ Printed Name: 5,e—&La-44;oe1 e;,4 2ail,-q- Street Address: 13(> / / V' �'. ---..... Cit State and Zip Code 76 2v Phone Number: —JAI -11,,-1--7 Email Address: ..........rS, yP�. �`�...�.,.. Physical Address of Property within 200 Feet /d /v �,"� Zd� ........ ..... �............ ......_-----_.... _ ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 o" Development Services Denton TX 76201 • (940) 349-8541 I 215 W. 1lickor St., , Response Form Project Number S 17-0010 Palladium In order for your opinion to be counted, please complete and mail this form to: City of Denton Development Services Attn: Julie Wyatt, Project Manager 215 W. Hickory St. Denton, TX 76201 You may also email or fax a copy to julie.wyatt@cityofdenton.com or (940) 349-7707. Project Number 517-0010 Please circle one: ❑ In favor of request rpposed to request Comments: Signature: Printed Name: Street Address: City, State and Zip Code: �d.....—... .. Phone Number: Email Address: Physical Address of Property within 200 Feet: ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 Nov,28.2017 12:17PM Educational Psychology No.0825 P. 1 or p 215 W.1St., Denton, T 76201 • (9 Development Services 40) 349-8541 DI TO Response Form 00 Project Number Z17-0008 Palladium In order for your opinion to be counted, please complete and mail this farm to: City of Denton Development Services Attu: Julie Wyatt, Project Manager 215 W. Hickory St. Denton, TX 76201 You may also email or fax a copy to julie.wyatt@eityofdenton,com or (940) 349-7707. Project Number Z17-0008 Please circle one: - c3 Ili favor of request posed to request Comments: f Jej e. •s ti r If C'�i� (' / PQc f�1� +aff 3, Signature; 31 Printed Name: �-_---------- Street Address;.,�...yI ...... City, State and Zip Code: ,.. _. .t_... -...._,t __._.�..� _.....�_.. '... Phone Number:—.Les- Email e - Email Address: Physical Address of property within 200 Feet: ADA/EOF-/ADP,A Wuv Atydfdenton.com 3'Ab (800) 735-2989 aa� Development Services �T ----- 215 W. Hickory _... ... 6 .I � �� y St., Denton, TX 76201 • (940) 349-8541 Response Form Project Number S17-0010 Palladium In order for your opinion to be counted, please complete and mail this form to: City of Denton Development Services Attn: Julie Wyatt, Project Manager 215 W. Hickory St. Denton, TX 76201 You may also email or fax a copy to julie.wyatt@cityofdenton.com or (940) 349-7707. Project Number 517-0010 Please circle one: I ❑ In favor of request )pposed to request a 31 N .. ._ M� ��n� � �,,,.,. :" ��., �„--^ wuk� �F ��.. M1 �""�mma�,O '.w. � �'� "�'", w�,,,,,. ""_�. � •�� 'M.—.�.��.. � 9�J ',......._���}��M ... � � w;."� �.�vT� Signature: Email Address: Physical Address of Property within 200 Feet ��,.......,w,� m_� - -- u• ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 W aft, Julie A. From: Deanna McCleskey <dmacmac6@gmail.com> Sent: Wednesday, November 22, 2017 4:07 PM 000 To: Wyatt, Julie A. Subject: Project Numbers: S17-0010 & Z17-0008; Project Name: Palladium I am opposed to the above zoning requests for the following reasons: 1. Loss of privacy as those tenants will be able to see into our town homes through the smaller windows above the regular sized windows. 2. There will be a tremendous amount of increased traffic - 150+ vehicles entering and exiting on the only street entering and exiting the neighborhood. 3. Where will 150+ vehicles park? Certainly not on the street so will we have to look at all those cars every time we go outside? 4. Assuming you plan to rent to students, there will be an increased number of vehicles for which there will not be enough space on street to park, and increased noise because of gatherings of whatever kind!! 5. Will there be children? What about their safety when they are outside?? 6. Will there be pets? That's noise and their messes waiting to happen! ! ! 7. Retail space does not belong immediately across the street from our homes. This is not downtown Denton! ! ! This is not an appropriate use of this land as this area is going to be surrounded by single family dwellings on both sides of Sherman Drive. The only logical housing to build in this area would be more single story town homes. Name: Deanna McCleskey Address: 1618 Poinsettia, Denton TX 76208 Phone Number: 940-382-7613 Email: dmaciiiac6@gmail.com W aft, Julie A. From: Connie Lane <constance762052001@yahoo.com> Sent: Sunday, November 26, 2017 10:31 PM 0000 To: Wyatt, Julie A. Subject: Zoning change on Sherman Drive/ Poinsettia Blvd. concern Julie, I just wanted to send you an email voicing my concern with the zoning changes / Porject name: Palladium. My husband, Mark and I moved from Southridge to our condo at 1602 Poinsettia in June 2014. We moved to North Denton for several reasons, mainly to get away from all the congestion and traffic issues. Now we face a zoning change to multiple family directly across the street from us. Not only will this create additional traffic issues, but I believe the crime will rise also due to apartments creating 24/7 additional people, tenants, visitors, etc. The left hand turn from Poinsettia to Sherman Drive is challenging now, and I'm very afraid it will be deadly with so many additional travelers, pedestrians in the area. Not only have Mark and I lived in Denton most of our lives, but we have seen the crime in some areas, as well as the homeless people on the Square creating a very different style of life. I understand growth is important for our city, I just don't want to live across from apartments at this time in my life. We moved to the condos on Poinsettia because we loved the family friendly neighborhood with so many families walking, biking and strolling with their children and pets. I fear this will be a very dangerous street with it being cut thru to the East and so many added cars, trucks, buses, etc. please take this all in consideration. More condos would be ideal across the street. Ask any realtor, you can't find any in Denton easily. Thanks for your time and I hope you can use this in the P&Z meeting as well as city council meeting. Sincerely, Mark and Connie Lane 1602 Poinsettia Blvd Denton, Tx. 76208 Sent from Yahoo Mail for iPad W aft, Julie A. From: Camille Roth <camilletx@me.com> Sent: Monday, November 27, 2017 10:29 AM To: Wyatt, Julie A. Subject: Opposition to Project S17-0010 Poinsettia Blvd 00 Hi Julie, I am OPPOSED to the proposal for apartments on Poinsettia Blvd for the following reasons: • Traffic Congestion - the housing development directly to the east will open up and join Poinsettia Blvd adding another 150+ homes of traffic to our street • Property Values - the addition of apartments across the street will significantly decrease our property values and those of the neighborhood. • Parking Congestion - the addition of apartments will add more traffic and significant increase in the parking on the street itself. The addition of multiple cars parked on both sides of the street will make negotiating the street dangerous and unattractive. • Children's safety - the addition of parking, traffic congestion, etc. due to apartments will also add safety hazards for children in the neighborhood. They will likely play and run between parked cars (which would be substantial). This includes neighborhood pets as well. Our neighborhood would be better served by either condominiums similar to what is alreadv built on Poinsettia or Townhomes. If an apartment complex is approved, I would appreciate these considerations: • No direct access to apartments from Poinsettia Blvd. Access to/from would be only available on Sherman Drive. • Significant setback and fencing along Poinsettia with no direct street access from Poinsettia for Parking. • Apartments would be expected to be of the same caliber of housing as already exists and have substantial landscaping/fencing enclosures • If Parking is around the perimeter, the apartment complex would build a brick wall to block view of cars from Poinsettia We are very proud of our neighborhood and do not wish to see it decline due to apartments. We plan to be at the Public Hearing to voice our concerns and objections. Thank you, Camille Hazard 1514 Poinsettia Blvd Denton, Texas 76208 214-250-1919 cgtpii,lctx l e.cc n W aft, Julie A. From: Sent: mat( y,e�° , . 1 PM 010 To: Wyatt, Julie A. Subject: Projected zoning change I wish to protest the projected zoning change for the Beverly Park Estates to allow for the building of more apartments. This is a SFR neighborhood, and we need no more apartments in the area. The increased traffic resulting from greater density housing is unwelcome and increases the maintenance burden on our already poorly maintained streets. All the Best, John Zeigler 508 Hallum Drive Denton, TX 76209 W aft, Julie A. From: Scott Hazard <scohaz@gmail. com> Sent: Monday, November 27, 2017 10:35 AM To: Wyatt, Julie A. 00 Subject: Opposition to Poinsettia Blvd. Zoning Change I echo my wife's sentiments. I am OPPOSED to the proposal for apartments on Poinsettia Blvd for the following reasons: Traffic Congestion - the housing development directly to the east will open up and join Poinsettia Blvd adding another 150+ homes of traffic to our street Property Values - the addition of apartments across the street will significantly decrease our property values and those of the neighborhood. Parking Congestion - the addition of apartments will add more traffic and significant increase in the parking on the street itself. The addition of multiple cars parked on both sides of the street will make negotiating the street dangerous and unattractive. Children's safety - the addition of parking, traffic congestion, etc. due to apartments will also add safety hazards for children in the neighborhood. They will likely play and run between parked cars (which would be substantial). This includes neighborhood pets as well. Our neighborhood would be better served by either condominiums similar to what is already built on Poinsettia or Townhomes. If an apartment complex is approved, I would appreciate these considerations: No direct access to apartments from Poinsettia Blvd. Access to/from would be only available on Sherman Drive. Significant setback and fencing along Poinsettia with no direct street access from Poinsettia for Parking. Apartments would be expected to be of the same caliber of housing as already exists and have substantial landscaping/fencing enclosures If Parking is around the perimeter, the apartment complex would build a brick wall to block view of cars from Poinsettia We are very proud of our neighborhood and do not wish to see it decline due to apartments. We plan to be at the Public Hearing to voice our concerns and objections. 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CD O cn C: o 3 o CD 0 O u (' o m cn 3 O c Z g CD CD r -t 3 0 0 X (D CD C7 N 0 m cn cn Z m CD 3 N -0 p n O m O Z m � D ca rn CL � m O 3 �' a �CD CD CO) O �gl) Cb ua o m � Z3-2 O co O O N O Cb :3Q cx O O Q � O �0 CD m w CD O t2 (D S2- 'tf� O CD m C7 �' m �C/) CbZ CD C) D ::i 0 o m U) z z m c p M o M y r* rF cn ma �.��. C CD Q 10) O O z rr m 3 N " Cn � 0 n O o m O z m m O O z rr m 3 -4, 0 0 0 CD Cl) CD =3 CD CD C- 0 =r U) U) m 3 S, Z6, 0\ w ?5. lb (n 3 c 3 CD -," D> z > S' CL rn S m CD CL C/) C, X CD Z17-0008 & S17-0010 The Palladium Planning Division December 5, 2017 EN TN MOTTOW.-M Z17-0008 request to rezone from a Community Mixed Use General (CM -G) District to a Neighborhood Residential Mixed -Use (NRMU) District ) S17-0010 request for a Specific Use Permit to allow for a multi -family residential use The 7.5 -acre property is generally located on the northeast corner of East Sherman Drive and Poinsettia Boulevard Z17-0008 sett Zonir SITE C , �fNRS c; P els FTI NP.Mu� R aav w MAE MRmu """WIC" rvtt-q r�u tr,�MJ o.ww..+ The proposed rezoning conforms to the Future Land Use element of the Denton Plan 2030. The proposed rezoning facilitates the adequate provision of transportation, water, sewer, schools, parks, other public requirements, and public convenience. io, Community Mixed Use: Intent: Promote a mix of commercial, residential, and service uses iuFinding: The proposed NRMU zoning district meets the intent of the FLU designation. CM -G permits commercial uses with few limitations: u Vehicle repair u Motels u Big box retail u Auto sales u Quick vehicle servicing (no SUP required) o Drive-through (no SUP required) o No buffers are required CM -G permits multi- family with: o L(4): Mixed use or SUP u L(6): Commercial on ground floor u, NRMU limits the types of commercial development Provides a logical transition u, Create a buffer between neighborhoods and commercial corridor iu11' Staff recommended APPROVAL of the request as it is 1 Consistent with the goals and objectives of the Denton Plan 2030 An appropriate transitional district, permitting uses which meet the intent of the Future Land Use designation, but with reduced scale and intensity io, The Planning and Zoning Commission recommended APPROVAL of the request (4-0) iuCompatibility analysis between the surrounding property and the requested use, including the following: uo The specific use will not impede the normal and orderly development of surrounding vacant property �j, Parking, generation of traffic, and access �j, Nuisance prevention �j, Landscaping and screening �j, Architectural compatibility ui, Traditional multi -family ui, 150 units ui, Combination of 1-, 2-, and 3 - bedroom units ui, Stone accents and earth -tone colors ui, Mixed -income development: City Council approved a resolutior of suth FF for e proose F development on February 7, 2017. W iuConsistent with Denton Plan 2030 to expand housing choice for Denton residents io, Provide a physical buffer between neighborhoods and commercial corridor iuAllow land uses to transition (low residential to medium residential to commercial and high residential) io, The use must meet all DDC requirements for screening, parking, lighting, street trees, and tree canopy io, Muted color palette consistent with nearby residential iuii, 200 ft. Notices: 36 iuii, Responses to 200' Legal Notice: In Opposition: 7 Min 200 ft; 19 total In Favor: 1 Neutral: iuii, 500 ft. Courtesy Notices: 84 Z17-0008 Notification Map t �s I EMM In Favor SITF ®( Neutral Certified Parcetls DENTON ©ppersod Roads rL�"tel ..1174 .a.•.s Proposed conditions: 1 A full site plan submittal shall be required to ensure the development complies with the requirements of the Denton Development Code in terms of site design, landscaping, parking, and building design as provided in DDC 35.6.3. The exterior building materials must maintain muted, earth -tone colors. io, Staff recommended APPROVAL of the request with conditions as it is: 1 Consistent with the goals and objectives of the Denton Plan 2030 An appropriate transition between existing residential neighborhoods and future commercial development io, The Planning and Zoning Commission recommended APPROVAL of the request (4-0) with Staff recommended conditions S11,ega1\0ur Documents\0rdinances\17\Z17-0008 Ordinance.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, REGARDING A CHANGE IN THE ZONING CLASSIFICATION FROM COMMUNITY MIXED USE GENERAL (CM -G) DISTRICT TO A NEIGHBORHOOD RESIDENTIAL MIXED-USE (NRMU) DISTRICT ON APPROXIMATELY 7.5 ACRES OF LAND GENERALLY LOCATED ON THE NORTHEAST CORNER OF EAST SHERMAN DRIVE AND POINSETTIA BOULEVARD 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. (Z17-0008) WHEREAS, Belair Development Ltd. has applied for a zoning change on approximately 7.5 acres of land legally described and depicted in Exhibit A, attached hereto and incorporated herein by reference (hereinafter, "the Property"); and WHEREAS, on November 29, 2017, the Planning and Zoning Commission, in compliance with the laws of the State of Texas, have given the requisite notices by publication and otherwise, and have held due hearings and afforded full and fair hearings to all property owners interested in this regard, and have recommended approval (4-0) of the change in zoning and use classification with: and WHEREAS, on December 5, 2017, the City Council likewise conducted a public hearing as required by law, and finds that the request meets and complies with all substantive and procedural standards set forth in Section 35.3.4 of the Denton Development Code, and is consistent with the Denton Plan and the Denton Development Code; and WHEREAS, the Planning and Zoning Commission and the City Council of the City of Denton, in considering the application for an initial zoning 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 that said initial zoning is in the public interest and should be granted as set forth herein; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. SECTION 2. The zoning district and use classification for the Property is hereby changed from CM -G District to NRMU District, SECTION 3. The City's official zoning map is hereby amended to show the zoning district and use classification. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 5. Any person, firm, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a misdemeanor and shall be punished by fine in a sum not exceeding $2,000.00 for each offense. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. That an offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Denton Code of Ordinances, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 7. In compliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record - Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the day of , 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY I APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY EXHIBIT A psi . iyi� yj ' h p s ilila 7 i �!� jg ig � p$ s itslisp mg. 1901 i eq I Ing ivigggp ga$73 3p i 1i fg� F i {� i9�c Y3j$ti y ;p i fit gA 1a i 1 R!� W�byj 3� d S` 9� !F�'y5d a�p! Rey ��� • � �y� � �g�q� • F lyq�e yJ9. B••� 9ty• B�a ep�rgDy§g$8 9�i��� y "tl 8 8'"�Br� 5 aygg� yA $sA '2g$®® dp 9 •oi E �y d�� d� db� ��g S $i� M ii• Y6 { q �•h "2 �A � R d�^ ®d^� i a�' � yig •• a5 W.4 y � c y� s dA ��• �i�a* e�*�3� W� "",'3�� ia:�� le.�� � � 1�011 "aw's 'S li� In, I; vNIS", Ism -0; 11,06006 WIT Ili 11'R A Ell WHIR 411M ad 011110 tog July 111,11! 1-111111�141 0 SII � I City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'IC"'IN Legislation Text File #: S17 -0010a, Version: 1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance for a Specific Use Permit for 7.5 acres of land, specifically to allow for a multi -family residential use. The property is generally located on the northeast corner of East Sherman Drive and Poinsettia Boulevard in the City of Denton, Denton County, Texas. The Planning and Zoning Commission recommended approval of the request, subject to conditions (4-0). (517- 0010, Palladium, Julie Wyatt). City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I._eggl;>karI City of Denton City Hall 41"I&IMMM215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: December 5, 2017 SUBJECT Hold a public hearing and consider adoption of an ordinance for a Specific Use Permit for 7.5 acres of land, specifically to allow for a multi -family residential use. The property is generally located on the northeast corner of East Sherman Drive and Poinsettia Boulevard in the City of Denton, Denton County, Texas. (S17-0010, Palladium, Julie Wyatt). BACKGROUND The applicant is requesting a Specific Use Permit (SUP) in conjunction with a rezoning request to Neighborhood Residential Mixed Use (NRMU) District in order to develop the site with multi -family dwellings. NRMU District permits multi -family dwellings as a mixed-use development or with approval of an SUP. Since the proposed multi -family development does not include a mixed-use component, the applicant is requesting an SUP to develop the site. This is a companion item to Z17-0008, a rezoning from CM -G District to NRMU District. OPTIONS 1. Approve 2. Approve subject to conditions requiring: • A full site plan submittal shall be required to ensure each phase of the development complies with the requirements of the Denton Development Code in terms of site design, landscaping, parking, and building design as provided in DDC 35.6.3. • The exterior building materials must maintain muted, earth -tone colors. • A 12 -foot setback from the property line for all apartment buildings located adjacent tc Poinsettia Boulevard. • A six-foot decorative masonry wall constructed along Poinsettia Boulevard with continuous hedgerow and street trees centered every 45 linear feet. • On -street parking will be removed on the north side of Poinsettia Boulevard. • The project shall not be eligible for any on -street parking credits. • Vehicular connections will not be permitted between the multi -family use and future commercial development to the north. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION Staff recommends approval of the request with the following conditions: 1. A full site plan submittal shall be required to ensure each phase of the development complies with the requirements of the Denton Development Code in terms of site design, landscaping, parking, and building design as provided in DDC 35.6.3. 2. The exterior building materials must maintain muted, earth -tone colors. 3. A 12 -foot setback from the property line for all apartment buildings located adjacent tc Poinsettia Boulevard. 4. A six-foot decorative masonry wall constructed along Poinsettia Boulevard with continuous hedgerow and street trees centered every 45 linear feet. 5. On -street parking will be removed on the north side of Poinsettia Boulevard. 6. The project shall not be eligible for any on -street parking credits. 7. Vehicular connections will not be permitted between the multi -family use and future commercial development to the north. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On November 29, 2017, the Planning and Zoning Commission (P&Z) held a public hearing regarding the requested SUP. Twelve residents spoke in opposition to the request and raised concerns about the proposed development. Subsequent to the meeting, the applicant and staff discussed modifications to the concept plan to address concerns raised by area residents. The following is a discussion of the concerns and the proposed modifications: • Traffic generated by multi -family dwellings would add to existing congestion on East Sherman Drive, particularly during football games held at the nearby stadium. Additionally, increased traffic on Poinsettia Boulevard is anticipated due to access from the proposed development and further restriction of the street due to on -street parking on Poinsettia Boulevard. On -street parking on the north side of Poinsettia Boulevard will be removed and on -street parking credits will not be permitted for the multi -family use. Furthermore, the applicant has removed and agreed to limit vehicular connections between the multi -family use and future commercial development to the north. Staff agrees with this change, as it will reduce "cut - through" traffic accessing the neighborhoods from future development of the vacant property to the north. • Potential loss of privacy due to the proposed 3 -story height of the development. To address this concern, the applicant has agreed to screen the multi -family use with a six- foot decorative masonry wall constructed along Poinsettia Boulevard. Landscaping associated with the masonry wall must include a continuous hedgerow and street trees centered every 45 linear feet. Additionally, the applicant has proposed a minimum 12 -foot setback from the property line for apartment buildings located adjacent to Poinsettia Boulevard. Staff supports this change, and the SUP allows for modification of site design standards through conditions. • Affordable housing being developed in the area. While residents are concerned with affordable housing within the neighborhood, the SUP is to permit multi -family dwellings without additional ground -floor commercial uses. Affordable housing is not a use. However, the provision of affordable housing within the City of Denton meets the goals of the Denton Plan 2030. Although the attached Conceptual Site Plan does not reflect these conditions, the applicant is revising the plan to address the concerns highlighted above, which will be provided at the City Council meeting. The applicant spoke in favor of the request and stated that a Traffic Impact Analysis (TIA) is being prepared and will be submitted to the City as part of the development process. He also discussed the Housing Tax Credit Program requirements. During the meeting, P&Z discussed the permitted uses associated with the existing zoning of CM -G District. Under current zoning, multi -family is permitted as part of a mixed-use development which must include ground floor commercial uses for buildings located on Poinsettia Boulevard and East Sherman Drive. Staff further explained that if multi -family dwellings with commercial uses on the ground floor were contemplated, a rezoning and approval of an SUP would not be required. The proposed NRMU District would not require a commercial component for multi -family development, provided that an SUP for the use is approved by City Council. Based upon the current zoning's expanded commercial uses and ground -floor commercial use requirements, the P&Z determined that the proposed rezoning and associated SUP for multi -family dwellings would provide a buffer for the adjacent neighborhoods and reduce the likelihood of incompatible commercial development within proximity to single-family dwellings. At the closure of the public hearing, a motion was made to recommend approval of the request with staff's recommended conditions. This motion passed 4-0. Minutes from this meeting have not been drafted as of the issuance of this report. As part of a Housing Tax Credit Program application, the City Council approved a resolution of support for the proposed development on February 7, 2017. STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action -oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family -Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Economic Development Related Goal: 4.3 Provide quality, diverse, and accessible neighborhood services for the community EXHIBITS 1. Agenda Information Sheet 2. Staff Analysis 3. Aerial Map 4. Future Land Use Map 5. Conceptual Site Plan 6. Conceptual Architectural Rendering 7. Notification Map and Responses 8. Presentation 9. Draft Ordinance Respectfully submitted: Richard Cannone, AICP Interim Planning Director Prepared by: Julie Wyatt Senior Planner Staff Analysis 517-0010/Palladium City Council District 2 Planning & Zoning Commission November 29, 2017 REQUEST: Hold a public hearing and consider a request by Belair Development, LTD for a Specific Use Permit for 7.5 acres of land, specifically to allow for a multi -family residential use. The property is generally located on the northeast corner of East Sherman Drive and Poinsettia Boulevard in the City of Denton, Denton County, Texas. (517-0010, Palladium Denton, Julie Wyatt). OWNER: Belair Development, LTD. APPLICANT: Ryan Combs with Palladium USA BACKGROUND: The applicant, on behalf of Belair Development, LTD, is requesting a Specific Use Permit (SUP) in conjunction with a rezoning request to Neighborhood Residential Mixed Use (NRMU) District in order to develop the site with multi -family dwellings. NRMU District permits multi -family dwellings as a mixed-use development or with approval of an SUP. Since the proposed multi- family development does not include a mixed-use component, the applicant is requesting an SUP to develop the site. The request for the rezoning must be approved for the SUP to be considered for approval. The applicant is proposing a traditional multi -family development financed through the Housing Tax Credit Program (HTC), which is administered by the Texas Department of Housing and Community Affairs. The HTC is intended to provide housing for residents who earn 50 to 60 percent of the area's median income (the 2017 median income for the Dallas Metro Area is $73,400 per year for a family of four). As part of the HTC application, the City Council approved a resolution of support for the proposed development on February 7, 2017. A conceptual site plan and rendering are attached. If approved, the 150 -unit multi -family development will contain a combination of one-, two-, and three-bedroom units with associated amenities, landscaping, screening, and parking. The building materials will include stone accents and earth -tone colors. Platting and site plan approval will be required to facilitate the adequate provision of public infrastructure and ensure compliance with all zoning, site design, and parking regulations. SITE DATA: The subject property is approximately 7.5 acres located on the northeast corner of East Sherman Drive and Poinsettia Boulevard. The site is undeveloped with approximately 385 feet of frontage on East Sherman Drive and 960 feet of frontage along Poinsettia Boulevard. Per the Mobility Plan, East Sherman Drive is classified as a Primary Arterial, which is intended to serve as a major route into and across the City. Typically, Primary Arterial roadways require 135 feet of right of way and are designed with three travel lanes in each direction separated by a median. Due to the current and future development along Poinsettia Boulevard, it is classified as a Main Street Mixed Use Collector. Main Street Mixed Use Collectors provide access to all types of residential dwelling units and neighborhood commercial development. Typically, Main Street Mixed Use Collectors require 70 feet of right-of-way and include two through lanes and parking on both sides. SURROUNDING ZONING AND LAND USES: Northwest: • NRMU and CM -G Districts • Undeveloped North: • CM -G District Undeveloped Northeast: • CM -G District Undeveloped West: East: • NRMU and NR -6 Districts • CM -G and NR -4 Districts • Undeveloped ' ' • Undeveloped and single- family residential under construction Southwest: South: Southeast: • NR -3, NR -4 and NR -6 • NR -3 and NRMU-12 • NRMU-12 and NR -6 Districts Districts Districts • Single-family residential • Single-family residential • Single-family residential and undeveloped and townhomes and townhomes COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: The subject property is situated between the intersection of East Sherman Drive and Loop 288 and Poinsettia Boulevard. Poinsettia Boulevard separates the site from established residential neighborhoods consisting of one- and two-story single-family dwellings and townhomes. Although undeveloped, property adjacent to East Sherman Drive and Loop 288 is zoned as CM -G and NRMU Districts. Future development must conform to the permitted uses and development scale associated with the governing zoning districts. Although the proposed multi -family development's density is higher than the established neighborhoods, the use would provide a residential buffer between the existing development and future commercial development at the intersection of East Sherman Drive and Loop 288. COMPREHENSIVE PLAN: Per the Denton Plan 2030, the Future Land Use Designation of the subject property is Community Mixed Use. Community Mixed Use is intended to promote a mix of uses, of which various commercial uses remain predominant, but where residential, service, and other uses are complimentary. Future development in Community Mixed Use areas will complement and embrace existing, viable uses, and raise the standard of design to increase their economic viability, accommodate greater connectivity and mobility options, and create a sense of place to serve the local community. Typical types of development may include a supermarket, drug store, specialty shops, service stations, midsize offices, employers, and high -to -moderate density housing. According to the Denton Plan 2030, diverse uses shall be located in proximity to one another so that all uses are accessible from a single stop by walking, bicycling, or transit. Commercial uses should be programmed appropriately to serve the local Denton community and to be compatible with adjacent land uses. Multi -family development is consistent with the Future Land Use, as it will permit higher -density housing to support future commercial development. CONSIDERATIONS: Pending approval of a rezoning from CM -G District to NRMU District, the request is for an SUP to allow the development of a multi -family residential use on approximately 7.5 acres of land. 2. Per Section 35.13.3.13 of the DDC, a Transportation Impact Analysis (TIA) is required for any development which would generate more than 1,000 vehicle trips per day and/or more than 100 vehicle trips per hour. Based upon the 81' Edition of the Institute of Transportation Engineers Trip Generation Manual, the proposed use produces 998 daily vehicle trips and 93 evening peak hour vehicle trips. Therefore, the proposed development does not require a TIA. Section 35.6.4 of the DDC outlines the criteria for approval of a SUP. These criteria are as follows: 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. If the rezoning and proposed use are approved, the development would be required to go through a full site plan review procedure prior to permitting. At that time, the site would be required to be in compliance with all site design and parking regulations in the DDC. b. A SUP shall only be granted if all of the following conditions have been met: i. 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. ii. That the establishment of the specific use will not impede the normal and orderly development and improvement of surrounding vacant property. iii. That adequate utilities, access roads, drainage and other necessary supporting facilities have been or will be provided. iv. 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. v. That adequate nuisance prevention measures have been or will be taken to prevent or control offensive odor, fumes, dust, noise and vibration. vi. That directional lighting will be provided so as not to disturb or adversely affect neighboring properties. vii. That there is sufficient landscaping and screening to ensure harmony and compatibility with adjacent property. The proposed use is situated between established residential neighborhoods and undeveloped property at the intersection of East Sherman Drive and Loop 288. The adjacent undeveloped property has a Community Mixed Use General (CM -G) District zoning designation, which permits large-scale commercial uses and high- density residential development with limitations. If approved, the proposed multi- family will provide necessary density to support future commercial growth in the area. Although the proposed development will introduce additional density, the site's location will provide a physical buffer between nearby neighborhoods and the future commercial development on Loop 288, allowing the development and land use pattern to gradually transition from lower -density residential uses to high- intensity, large-scale commercial uses. DDC requirements for parking lot orientation, lighting, and screening will facilitate compatibility with the existing residential uses. Furthermore, the proposed development must meet City requirements for tree preservation, tree canopy, and street tree planting. c. That adequate capacity of infrastructure can and will be provided to and through the subject property. As to infrastructure, a needs assessment, depending on the development, would be conducted at the time of platting and site plan submittal. Compliance with all transportation, drainage, and infrastructure requirements is mandatory with platting and development of the site. d. That the Special Use is compatible with and will not have an adverse impact on the surrounding area. When evaluating the effect of the proposed use on the surrounding area, the following factors shall be considered in relation to the target use of the zone: i. Similarity in scale, bulk, and coverage. ii. Generation of traffic and effects on surrounding streets. Increases in pedestrian, bicycle, and mass transit use are considered beneficial regardless of capacity of facilities. iii. Architectural compatibility with the impact area. iv. Air quality, including generation of dust, odors, and other environmental pollutants. v. Generation of noise, light, and glare. vi. The development of adjacent property as envisioned in the Denton Plan. vii. Other factors found to be relevant to satisfy the requirements of this Chapter. Since the existing residential development on Poinsettia Boulevard is oriented toward the subject property, the proposed use must maintain sensitivity to scale and architectural compatibility. As such, the applicant is proposing an earth -tone color scheme with stone accents in order to conform to the existing residential character of the surrounding the property. The proposal is consistent with the Future Land Use designation, as it provides the necessary residential dwellings to support commercial development. Additionally, Element 7 in the Denton Plan 2030 establishes a goal to encourage housing type, cost, and location choices. In order to achieve this goal, the Plan addresses affordable housing with a policy to, "Expand the availability of affordable housing choices for community members most in need of housing, including those with low incomes and special needs." The proposed multi -family development will include a mixed -income component which will provide an affordable housing choice in an established neighborhood environment. Due to the residential nature of the proposed development, environmental impacts are not expected. STAFF RECOMMENDATION: The proposed use meets the criteria for approval and is consistent with the Denton Plan 2030. Multi -family dwellings will provide an appropriate transition between existing residential neighborhoods and future commercial development in addition to meeting the community's goal for a variety of housing choices. If the Planning and Zoning Commission votes to recommend approval of the request, staff recommends the following conditions be established: 1. A full site plan submittal shall be required to ensure each phase of the development complies with the requirements of the Denton Development Code in terms of site design, landscaping, parking, and building design as provided in DDC 35.6.3. 2. The exterior building materials must maintain muted, earth -tone colors. PUBLIC NOTIFICATION: To comply with the public hearing notice requirements, 36 notices were sent to property owners within 200 feet of the subject property, 84 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. Respectfully submitted: Richard Cannone, AICP Interim Planning Director Prepared by: Julie Wyatt Senior Planner S17-0010 Site Location SITE nmemvemuxnemiavenwnmuxnemiavei COD -1` . �� E 9 0 125 250 500 Feet �en�vemuxnemiavenwnmuxnemiaven� �..._ — — ✓ IP Parcels ETJ , 1 NAA 8/1/20 or DENTON Roads C: ffevell69,pimi:V1aSeirviice"* �S Def,_ 11/20/2017 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 legpal, enpineerinq or surveying purposes but rather for reference purposes. These maps are the property of the City Denton have been to the the Public Information Act. The City Denton To the information No of and made available implied, are provided for the data herein, its public based on of makes every effort produce and use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. publish most current and accurate possible. warranties, expressed or S17-0010 Future Land Use Map / / / / / / i / r / / / i i / i i i I /,.., IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII ,� ��� �,,,�,,,✓�„�„���,�,,, �� ;; / ///// % r , , G�33 , 11111 rii �t /%//l//%/✓ / ��� �.���/iii,,;,... / in .......... ID CJLAlJ v"`� •� • @0M O O .. O uY+•1Nu131��. ... ._. ..Low ” ° @waamRt Residential •gD 0 alai�T�`Y�. 0 u�uM:�JUllhl UW,� o u N QSITE Future Land Use community Mixed Use 0 255 510 1,020 Feet Parcels Rural Areas Neighborhood Mixed Use � � .,,. i ��°rR Roads Low Residential Government/ Institutional �� CITY T�a ° Moderate Residential Parks/ Open Space °� gL IENTON r Date: 11/20/2017 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 legpal, enpineerinq 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 effort To produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization of th is map indicates understanding and acceptance of th is statement. 01 SITE/ADDRESS ! 'TEI DRE88 �PLAN AIE oto LU cr < < x 0- LU LU > Z p ❑Z Z LU cr LU Z: CD SCHEMATIC REVISIONS REVI— A1.0 SITEIADDRESS Palladium Denton�A; : I ................................................................................................................................................................ I.Ir' Denton, Texas .'OS'S July 2017 S17-0010 Notification Map -1` 0 125 250 500 Feet SITE `°E e a - Parcels DENTON Roads C:Ho-.vellojpi riiein& Seirviices • GIIS . Def,_ 11/20/2017 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 legpal, enpineerinq or surveying purposes but rather for reference purposes. These maps are the property of the City Denton have been to the the Public Information Act. The City Denton To the information No of and made available public based implied, are provided for the data herein, its use, or its interpretation. on of makes every effort produce and Utilization ofthis map indicates understanding and acceptance of th is statement. publish most current and accurate possible. warranties, expressed or Development Services DENTON . ..................... V. H,-ic—k,o-,-r ... y—S E . ........ D, ' 'e" ' 'ntort, ..... ..... . IN— 76201-"...... ...... ( 9 40" ),-,-3,4-,9---85,-4 1, Response Form Project Number Z 17-0008 Palladium In order For your opinion to be counted, please complete and mail this form to: City of Denton Development Services Attn: Julie Wyatt, Project Manager 215 W. Hickory St. Denton, TX 76201 Project Number Z17-0008 fllmm circle onc: 1-� zu fivor of"requcst o Opposed to request Com Eliot), Is Signature: Printed Name Street Address: 0 C' City, State and Zip Codc ,,, Phone Number: 7J Em ail Add ress. Physical Address afro within 200 Feet; 0 . ..... . .................. . . L) d':' ADAIEOE/ADEA www.cityardenton.corn TDD (800) 735-2989 all CI%OFVMW� Development Services ...w ­­­ ... . .... .. .... .. . ....... . . . ............ ... . ...... . ...... . 215 W. Hickory St., Denton, TX 76201. - (940) 349-8541 Resporise, P'orin PFOa (XA NUIM[Wr.Zi 7,0008 041 1"I'dIa(fimm In order For Your opinion to be counted., please complete and mail this Form to: City of Denton Development Services Attn: Julie Wyatt, Project Manager 215 W. I I ickory St. Dentoii,TX 76201 You ruav also email or fat a copy to.iiilie.xvvitt,,i%citvofdejitoji.COITI or (940) 349-7707, "on "WAI mm mm !." mm =a" "m M" a" mm WPM 'MR MWO WWA "m ow No* Ow so= mp" wm mm Project Number Z17-00018 Please ch -de Owle. o hi favor of request Comments: x Opposcd to request OF 11%. Signature: Email Address. . . . ..... .. .............. .. . ...... . . .... C .................... . . . 1c,tvawm Development Services ........... . . .......... . --- -------------- -11111- . ... .... --- ......... . .. ....... --- . . .. ................. ..... ..... Fl" m. 'ON' 215 W. Hickory St., Denton,'FX 76201 - (940) 349-8541 Response Forin ow Project NuH)er S17.-0010 Palladium In order For your opinion to be counted, please complete and mail this form to., City of Denton Development Services Attn: Julie Wyatt, Project Manager 215 W. I lickory St. Denton. TX 76201 You may also email or fax a copy. tojulie,wyatt, cityofdentoil.coiiioi-(940)349-7707. MAN xw,= Mw Mw MM MM on" M"l " Piiro,ject Nuiniber SSI 7 0010 Please circle one: n in favor of request pposed to request Comments: ADdVEOE/ADEA www.ei(yofdeuiitoTi.com TDD (800) 735-2989 W aft, Julie A. From: Martha Davis <mahney2@icloud.com> Sent: Tuesday, November 28, 2017 9:31 AM To: Wyatt, Julie A. Subject: Apartments on Poinsettia 000 Julie My name is Martha Davis and I live on Teal Drive in Denton. I am heartbroken to hear apartments are planned for our neighborhood. Condos similar to those on Poinsettia would be welcome and encouraged as they are always in demand. Apartments NOT! They will result in much more traffic and parking on our streets. We feel safe in our neighborhood and this will change dramatically with apartments for walkers -pets-children-and general traffic. Property values will decline as well. We are proud of our neighborhood and only want change for the better. What time and where will the public hearing be. Sent from my iPhone Wyatt, Julie A. From: Diane <diane.s.robson@gmail.com> Sent: Wednesday, November 29, 2017 1:59 PM 01W To: Wyatt, Julie A. Subject: Zoning change Z17-0008 & S17-0010 I am against the zoning change for this lot for multifamily residences. The traffic coming onto Poinsettia just to make a U-turn to go north on 428 makes it almost impossible to use that exit for Beverly Estates Park in the morning or evening. Adding more people on an already busy road with no lights is madness. We are adding too many people and cars without the proper infrastructure. I live at 1404 La Mirada so this zoning change does affect me personally. Thanks, Diane Robson (Diane Davis on home loan) 1404 La Mirada Denton, TX 76208 From: Donna Caruthers <caruthersdc@gmail.com> Sent: Wednesday, November 29, 2017 1:47 PM To: Wyatt, Julie A. 00 Subject: Beverly Evers Hi Julie, I'm writing in regards to the zoning change adjacent to Beverly Evers Estates. We recently purchased our first home less than 6 months ago in this neighborhood. The biggest factor for my husband and I buying a home was the neighborhood. We have a young daughter and love being outside. We wanted a safe environment for her. It is my understanding an apartment complex is being proposed for this piece of land. I know there is a need in Denton for affordable housing. It's not so much an apartment complex that concerns me, it's the traffic. 1) With the addition of Harvest Hill community being built just East of the neighborhood, this is an additional 150 homes (300+ cars) with traffic through our neighborhood down Poinsettia. 2) There are signs for Sherman Crossing on the West side of Sherman with more residential homes, adding to the traffic. 3) In the evenings, in particular when there is a game or event taking place at the Collins stadium, it is near impossible to make a left hand turn from Loop 288 onto Sherman and again from Sherman onto Poinsettia. It is very dangerous and causes great concern for me. The congestion the area already receives with events at the stadium will near triple with all these new residences. 4) Parking and congestion on Poinsettia. There is already lots of street parking for the condos on Poinsettia, I fear with the entrance of an apartment complex being located IN OUR NEIGHBORHOOD, *ON* Poinsettia, this will cause more difficultly turning in and out onto Sherman. Like I mentioned, we just bought our home for the neighborhood. I really hope the aesthetics of what we currently have does not change and this won't have an affect on our property value. I hope the apartments continue to line the road with trees and wide sidewalks (like the rest of the neighborhood). My family goes on a walk twice a day down Poinsettia with our daughter in tow on her bike or scooter. The inclusion of a walking trail, mini park area along with the trees and wide sidewalks can go a log way with the residents in Beverly Evers. I also request the apartments be of the same caliber as our neighborhood (i.e. no lime green doors like those complexes closer to campus). I will do my best to attend the meeting tonight with my other neighbors. How will we be made aware of progress with this rezoning? Thank you for your time, Donna Caruthers Julie A. From: r Sent: Weanesuay, To: Wyatt, Julie A. Subject: plans for apartments near Beverly Park development I am writing in reference to a zone change for some apartments to be built on Poinsettia Street. The traffic is already bad enough on that street to get onto Sherman Drive especially with game days at C.H. Collins. This will only add to that plus completely ruin our quiet neighborhood. I totally am opposed to apartments being built there and changing the zoning. Please keep me updated on future developments and let me know what else can be done. Thank you! Gloria Smith Rev047c-chiever... Responsibility ... Intellection ... Harmony W eft, Julie A. From: Kay Standifer <Ikaystandifer@yahoo.com> Sent: Wednesday, November 22, 2017 5:47 PM To: Wyatt, Julie A. Subject: Public Hearing concerning Property on Poinsettia Blvd go To whom it may concern: I live at 1710 Poinsettia Blvd and love the property so much, however to the east we have a new development of 150 homes to be built!! and across Poinsettia to the north I received a registered letter that the plans are to build a 3 story Apartment Complex that will enter and exit on Poinsettia Blvd ! There are also approximately 47-48 homes behind Blvd that their only exit is Poinsettia Blvd !! Because of what I understand and where the entrance will be into the New Multiple Apartment Complex there will be terrible traffic problem!! I am a Realtor and have been for many years and I understand the need for growth of our town! But look at the possibility of major traffic problems in this area!! I would appreciate your concern in our area and hopefully this can be resolved at this time!! Thank you , Kay Standifer 1710 Poinsettia Denton, Tx 76208 W aft, Julie A. From: Sent: To: Subject: November 21. 2017 i uesaay, November 21, 2017 2:53 PM Wyatt, Julie A. PUBLIC HEARING Re: Public Hearing November 29, 2017 TO WHOM IT MAY CONCERN: I live at 2202 Poinsettia Blvd, to the east they are building 150 homes, to the west they are planning on building 3 story apartments that will enter and exit on Poinsettia Blvd. There are also approximately 48 homes behind Poinsettia Blvd that their only exit is Poinsettia Blvd!. If this takes place there will be so much traffic congestion to get on Poinsettia Blvd to the only two exits to Sherman Drive or Manten Blvd. . WHAT ARE THEY THINKING???? I was given you name and email address to voice my concerns. Sincerely, Deanna Rogers 2202 Poinsettia Blvd Denton, Texas 76208 1 To: City Planning Committee: Concerns about Project Number: Z17-0008 Project name: Palladium As a home owner at 3907 Teal Drive I currently frequently experience difficulty entering and exiting my neighborhood at the both Sherman Drive and Poinsettia Blvd. and leaving Loop 288 Westbound and trying to go under the Loop on Sherman Drive. On game nights and during other special events at the stadium and water park it is already necessary to have police officers managing traffic at the Loop. Even the Advanced Technology Complex and Popo Gonzalez schools on LaGrone empty out onto Sherman Drive. The thought of having NRMU brings up the following concerns if high density housing is built: 1) Traffic —especially during rush hour and times when the stadium and water park are drawing a lot of traffic 2) The new subdivision going in on Kings Row will already increase traffic on Poinsettia Blvd. 3) Schools for additional children. My family will attend the meetings and we look forward to hearing about plans that have been made to address the quality of life and property values in our neighborhood. Sincerely, Mary Bryant 3907 Teal Drive, Denton TX 76208 cod Development Services ... T 215 W. Hickory St., Denton, TX 76201 • (940) 349-8541 D Response Form Project Number Z17-0008 Palladium In order for your opinion to be counted, please complete and mail this form to: City of Denton Development Services Attn: Julie Wyatt, Project Manager 215 W. Hickory St. Denton, TX 76201 You may also email or fax a copy to julie.wyatt@cityofdenton.com or (940) 349-7707. MW _�MMMM I _ Project Number Z17-0008 Please circle one: D In favor of request y Opposed to request Comments: With the addition of 150 new homes going up to the east of Beverly Estates (off of Kings Row), and the planned housing in Sherman Crossing to the west, an apartment complex located in- between, will add a tremendous amount of cars traversing Poinsettia Blvd. Single family residences or townhouses to mirror the existing ones, seems to be a preferred fit for Beverly Estates neighborhood. This is just one of several objections to this proposed development. Thank you. Signature: _ ........................................... ......._ ......... ...._ ......... ... Printed N to . Street Address:......1 @-K4 �.: City, State and Zip Code:��@��� Phone-Number:..................�., Email Address Physical Address of Property within 200 Feet:if- ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 0 ITv C10F Development Services DENTON 215 W. Hickory St., Denton, TX 76201 • (940) 349-8541 100, Response Form Project Number S 17-0010 Palladium In order for your opinion to be counted, please complete and mail this form to: City of Denton Development Services Attn: Julie Wyatt, Project Manager 215 W. Hickory St. Denton, TX 76201 You may also email or fax a copy to j u lie.wyatt@c ityofdenton. coin or (940) 349-7707 Project Number S17-0010 Please circle one: ❑ In favor of request Comments: Signature: Opposed to request µ Printed Name: 5,e—&La-44;oe1 e;,4 2ail,-q- Street Address: 13(> / / V' �'. ---..... Cit State and Zip Code 76 2v Phone Number: —JAI -11,,-1--7 Email Address: ..........rS, yP�. �`�...�.,.. Physical Address of Property within 200 Feet /d /v �,"� Zd� ........ ..... �............ ......_-----_.... _ ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 o" Development Services Denton TX 76201 • (940) 349-8541 I 215 W. 1lickor St., , Response Form Project Number S 17-0010 Palladium In order for your opinion to be counted, please complete and mail this form to: City of Denton Development Services Attn: Julie Wyatt, Project Manager 215 W. Hickory St. Denton, TX 76201 You may also email or fax a copy to julie.wyatt@cityofdenton.com or (940) 349-7707. Project Number 517-0010 Please circle one: ❑ In favor of request rpposed to request Comments: Signature: Printed Name: Street Address: City, State and Zip Code: �d.....—... .. Phone Number: Email Address: Physical Address of Property within 200 Feet: ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 Nov,28.2017 12:17PM Educational Psychology No.0825 P. 1 or p 215 W.1St., Denton, T 76201 • (9 Development Services 40) 349-8541 DI TO Response Form 00 Project Number Z17-0008 Palladium In order for your opinion to be counted, please complete and mail this farm to: City of Denton Development Services Attu: Julie Wyatt, Project Manager 215 W. Hickory St. Denton, TX 76201 You may also email or fax a copy to julie.wyatt@eityofdenton,com or (940) 349-7707. Project Number Z17-0008 Please circle one: - c3 Ili favor of request posed to request Comments: f Jej e. •s ti r If C'�i� (' / PQc f�1� +aff 3, Signature; 31 Printed Name: �-_---------- Street Address;.,�...yI ...... City, State and Zip Code: ,.. _. .t_... -...._,t __._.�..� _.....�_.. '... Phone Number:—.Les- Email e - Email Address: Physical Address of property within 200 Feet: ADA/EOF-/ADP,A Wuv Atydfdenton.com 3'Ab (800) 735-2989 aa� Development Services �T ----- 215 W. Hickory _... ... 6 .I � �� y St., Denton, TX 76201 • (940) 349-8541 Response Form Project Number S17-0010 Palladium In order for your opinion to be counted, please complete and mail this form to: City of Denton Development Services Attn: Julie Wyatt, Project Manager 215 W. Hickory St. Denton, TX 76201 You may also email or fax a copy to julie.wyatt@cityofdenton.com or (940) 349-7707. Project Number 517-0010 Please circle one: I ❑ In favor of request )pposed to request a 31 N .. ._ M� ��n� � �,,,.,. :" ��., �„--^ wuk� �F ��.. M1 �""�mma�,O '.w. � �'� "�'", w�,,,,,. ""_�. � •�� 'M.—.�.��.. � 9�J ',......._���}��M ... � � w;."� �.�vT� Signature: Email Address: Physical Address of Property within 200 Feet ��,.......,w,� m_� - -- u• ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 W aft, Julie A. From: Deanna McCleskey <dmacmac6@gmail.com> Sent: Wednesday, November 22, 2017 4:07 PM 000 To: Wyatt, Julie A. Subject: Project Numbers: S17-0010 & Z17-0008; Project Name: Palladium I am opposed to the above zoning requests for the following reasons: 1. Loss of privacy as those tenants will be able to see into our town homes through the smaller windows above the regular sized windows. 2. There will be a tremendous amount of increased traffic - 150+ vehicles entering and exiting on the only street entering and exiting the neighborhood. 3. Where will 150+ vehicles park? Certainly not on the street so will we have to look at all those cars every time we go outside? 4. Assuming you plan to rent to students, there will be an increased number of vehicles for which there will not be enough space on street to park, and increased noise because of gatherings of whatever kind!! 5. Will there be children? What about their safety when they are outside?? 6. Will there be pets? That's noise and their messes waiting to happen! ! ! 7. Retail space does not belong immediately across the street from our homes. This is not downtown Denton! ! ! This is not an appropriate use of this land as this area is going to be surrounded by single family dwellings on both sides of Sherman Drive. The only logical housing to build in this area would be more single story town homes. Name: Deanna McCleskey Address: 1618 Poinsettia, Denton TX 76208 Phone Number: 940-382-7613 Email: dmaciiiac6@gmail.com W aft, Julie A. From: Connie Lane <constance762052001@yahoo.com> Sent: Sunday, November 26, 2017 10:31 PM 0000 To: Wyatt, Julie A. Subject: Zoning change on Sherman Drive/ Poinsettia Blvd. concern Julie, I just wanted to send you an email voicing my concern with the zoning changes / Porject name: Palladium. My husband, Mark and I moved from Southridge to our condo at 1602 Poinsettia in June 2014. We moved to North Denton for several reasons, mainly to get away from all the congestion and traffic issues. Now we face a zoning change to multiple family directly across the street from us. Not only will this create additional traffic issues, but I believe the crime will rise also due to apartments creating 24/7 additional people, tenants, visitors, etc. The left hand turn from Poinsettia to Sherman Drive is challenging now, and I'm very afraid it will be deadly with so many additional travelers, pedestrians in the area. Not only have Mark and I lived in Denton most of our lives, but we have seen the crime in some areas, as well as the homeless people on the Square creating a very different style of life. I understand growth is important for our city, I just don't want to live across from apartments at this time in my life. We moved to the condos on Poinsettia because we loved the family friendly neighborhood with so many families walking, biking and strolling with their children and pets. I fear this will be a very dangerous street with it being cut thru to the East and so many added cars, trucks, buses, etc. please take this all in consideration. More condos would be ideal across the street. Ask any realtor, you can't find any in Denton easily. Thanks for your time and I hope you can use this in the P&Z meeting as well as city council meeting. Sincerely, Mark and Connie Lane 1602 Poinsettia Blvd Denton, Tx. 76208 Sent from Yahoo Mail for iPad W aft, Julie A. From: Camille Roth <camilletx@me.com> Sent: Monday, November 27, 2017 10:29 AM To: Wyatt, Julie A. Subject: Opposition to Project S17-0010 Poinsettia Blvd 00 Hi Julie, I am OPPOSED to the proposal for apartments on Poinsettia Blvd for the following reasons: • Traffic Congestion - the housing development directly to the east will open up and join Poinsettia Blvd adding another 150+ homes of traffic to our street • Property Values - the addition of apartments across the street will significantly decrease our property values and those of the neighborhood. • Parking Congestion - the addition of apartments will add more traffic and significant increase in the parking on the street itself. The addition of multiple cars parked on both sides of the street will make negotiating the street dangerous and unattractive. • Children's safety - the addition of parking, traffic congestion, etc. due to apartments will also add safety hazards for children in the neighborhood. They will likely play and run between parked cars (which would be substantial). This includes neighborhood pets as well. Our neighborhood would be better served by either condominiums similar to what is alreadv built on Poinsettia or Townhomes. If an apartment complex is approved, I would appreciate these considerations: • No direct access to apartments from Poinsettia Blvd. Access to/from would be only available on Sherman Drive. • Significant setback and fencing along Poinsettia with no direct street access from Poinsettia for Parking. • Apartments would be expected to be of the same caliber of housing as already exists and have substantial landscaping/fencing enclosures • If Parking is around the perimeter, the apartment complex would build a brick wall to block view of cars from Poinsettia We are very proud of our neighborhood and do not wish to see it decline due to apartments. We plan to be at the Public Hearing to voice our concerns and objections. Thank you, Camille Hazard 1514 Poinsettia Blvd Denton, Texas 76208 214-250-1919 cgtpii,lctx l e.cc n W aft, Julie A. From: Sent: mat( y,e�° , . 1 PM 010 To: Wyatt, Julie A. Subject: Projected zoning change I wish to protest the projected zoning change for the Beverly Park Estates to allow for the building of more apartments. This is a SFR neighborhood, and we need no more apartments in the area. The increased traffic resulting from greater density housing is unwelcome and increases the maintenance burden on our already poorly maintained streets. All the Best, John Zeigler 508 Hallum Drive Denton, TX 76209 W aft, Julie A. From: Scott Hazard <scohaz@gmail. com> Sent: Monday, November 27, 2017 10:35 AM To: Wyatt, Julie A. 00 Subject: Opposition to Poinsettia Blvd. Zoning Change I echo my wife's sentiments. I am OPPOSED to the proposal for apartments on Poinsettia Blvd for the following reasons: Traffic Congestion - the housing development directly to the east will open up and join Poinsettia Blvd adding another 150+ homes of traffic to our street Property Values - the addition of apartments across the street will significantly decrease our property values and those of the neighborhood. Parking Congestion - the addition of apartments will add more traffic and significant increase in the parking on the street itself. The addition of multiple cars parked on both sides of the street will make negotiating the street dangerous and unattractive. Children's safety - the addition of parking, traffic congestion, etc. due to apartments will also add safety hazards for children in the neighborhood. They will likely play and run between parked cars (which would be substantial). This includes neighborhood pets as well. Our neighborhood would be better served by either condominiums similar to what is already built on Poinsettia or Townhomes. If an apartment complex is approved, I would appreciate these considerations: No direct access to apartments from Poinsettia Blvd. Access to/from would be only available on Sherman Drive. Significant setback and fencing along Poinsettia with no direct street access from Poinsettia for Parking. Apartments would be expected to be of the same caliber of housing as already exists and have substantial landscaping/fencing enclosures If Parking is around the perimeter, the apartment complex would build a brick wall to block view of cars from Poinsettia We are very proud of our neighborhood and do not wish to see it decline due to apartments. We plan to be at the Public Hearing to voice our concerns and objections. 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C CD Q 10) O O z rr m 3 N " Cn � 0 n O o m O z m m O O z rr m 3 -4, 0 0 0 CD Cl) CD =3 CD CD C- 0 =r U) U) m 3 S, Z6, 0\ w ?5. lb (n 3 c 3 CD -," D> z > S' CL rn S m CD CL C/) C, X CD Z17-0008 & S17-0010 The Palladium Planning Division December 5, 2017 EN TN MOTTOW.-M Z17-0008 request to rezone from a Community Mixed Use General (CM -G) District to a Neighborhood Residential Mixed -Use (NRMU) District ) S17-0010 request for a Specific Use Permit to allow for a multi -family residential use The 7.5 -acre property is generally located on the northeast corner of East Sherman Drive and Poinsettia Boulevard Z17-0008 sett Zonir SITE C , �fNRS c; P els FTI NP.Mu� R aav w MAE MRmu """WIC" rvtt-q r�u tr,�MJ o.ww..+ The proposed rezoning conforms to the Future Land Use element of the Denton Plan 2030. The proposed rezoning facilitates the adequate provision of transportation, water, sewer, schools, parks, other public requirements, and public convenience. io, Community Mixed Use: Intent: Promote a mix of commercial, residential, and service uses iuFinding: The proposed NRMU zoning district meets the intent of the FLU designation. CM -G permits commercial uses with few limitations: u Vehicle repair u Motels u Big box retail u Auto sales u Quick vehicle servicing (no SUP required) o Drive-through (no SUP required) o No buffers are required CM -G permits multi- family with: o L(4): Mixed use or SUP u L(6): Commercial on ground floor u, NRMU limits the types of commercial development Provides a logical transition u, Create a buffer between neighborhoods and commercial corridor iu11' Staff recommended APPROVAL of the request as it is 1 Consistent with the goals and objectives of the Denton Plan 2030 An appropriate transitional district, permitting uses which meet the intent of the Future Land Use designation, but with reduced scale and intensity io, The Planning and Zoning Commission recommended APPROVAL of the request (4-0) iuCompatibility analysis between the surrounding property and the requested use, including the following: uo The specific use will not impede the normal and orderly development of surrounding vacant property �j, Parking, generation of traffic, and access �j, Nuisance prevention �j, Landscaping and screening �j, Architectural compatibility ui, Traditional multi -family ui, 150 units ui, Combination of 1-, 2-, and 3 - bedroom units ui, Stone accents and earth -tone colors ui, Mixed -income development: City Council approved a resolutior of suth FF for e proose F development on February 7, 2017. W iuConsistent with Denton Plan 2030 to expand housing choice for Denton residents io, Provide a physical buffer between neighborhoods and commercial corridor iuAllow land uses to transition (low residential to medium residential to commercial and high residential) io, The use must meet all DDC requirements for screening, parking, lighting, street trees, and tree canopy io, Muted color palette consistent with nearby residential iuii, 200 ft. Notices: 36 iuii, Responses to 200' Legal Notice: In Opposition: 7 Min 200 ft; 19 total In Favor: 1 Neutral: iuii, 500 ft. Courtesy Notices: 84 Z17-0008 Notification Map t �s I EMM In Favor SITF ®( Neutral Certified Parcetls DENTON ©ppersod Roads rL�"tel ..1174 .a.•.s Proposed conditions: 1 A full site plan submittal shall be required to ensure the development complies with the requirements of the Denton Development Code in terms of site design, landscaping, parking, and building design as provided in DDC 35.6.3. The exterior building materials must maintain muted, earth -tone colors. io, Staff recommended APPROVAL of the request with conditions as it is: 1 Consistent with the goals and objectives of the Denton Plan 2030 An appropriate transition between existing residential neighborhoods and future commercial development io, The Planning and Zoning Commission recommended APPROVAL of the request (4-0) with Staff recommended conditions S:ALega1\0ur Documents\Ordinances\17\S 17-0010 Ordinance.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A SPECIFIC USE PERMIT FOR A MULTI-FAMII:,Y RESIDENTIAL USE ON APPROXIMATELY 7.5 ACRES. THE PROPERTY IS GENERALLY LOCATED ON THE NORTHEAST CORNER OF EAST SHERMAN DRIVE AND POINSETTIA BOULEVARD IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (S17-0010) WHEREAS, Belair Development Ltd. has applied for a Specific Use Permit (SUP) to allow for a multi -family residential use on approximately 7.5 acres within the NRMU zoning district and use classification, said total acreage is composed of lots legally described and the location of which is shown in Exhibit A, attached hereto and incorporated by reference herein (the "Property"); and WHEREAS, after notice was published, a public hearing was held before the Planning and Zoning Commission in accordance with State law on November 29, 2017, whereby the Planning and Zoning Commission recommended approval (4-0) of the requested SUP, subject to conditions; and WHEREAS, on December 5, 2017, after notice published, a public hearing was held before the City Council in accordance with State law and the City Council hereby finds that the request is consistent with the Denton Plan and federal, state, and local law and that the Applicant has agreed to comply with all provisions of the Denton Development Code, as they exist, may be amended, or in the future arising, including but not limited to, this Ordinance, and has further agreed to comply with the additional restrictions and conditions set forth herein; and WHEREAS, the City Council has determined that it will be beneficial to Denton and its citizens to grant the SUP; that such grant will not be detrimental to the public welfare, safety, or health; and that the SUP should be granted; 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 SUP to allow the multi -family and outdoor recreation uses on the Property is hereby approved, subject to the following conditions: 1. A full site plan submittal shall be required to ensure each phase of the development complies with the requirements of the Denton Development Code in terms of site design, landscaping, parking, and building design as provided in DDC 35.6.3. 2. The exterior building materials must maintain muted, earth -tone colors. SECTION 3. Failure to Comply. Except as otherwise stated above, all terms of the SUP shall be complied with prior to issuance of a Certificate of Occupancy. Failure to comply with any term or condition of the Ordinance will result in the SUP being declared null and void and of no force and effect. The SUP is issued to the entity named above and is assignable and transferable. SECTION 4. SUP Regulations. Upon notice to the property owner and a hearing before the City Council, a SUP may be revoked or modified if: 1. There is one or more of the conditions imposed by this Ordinance that has not been met or has been violated on the Property; or 2. The SUP was obtained or extended by fraud or deception; or 3. As otherwise permitted by law and/or Denton's Zoning Ordinance. SECTION 5. Unlawful use. It shall be unlawful for any person, firm, entity, or corporation to make use of the above -referenced Property in some manner other than as authorized by the Denton Code of Ordinances and this Ordinance. SECTION 6. Severability. 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 7. Penalty. Any person, firm, entity or corporation violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00 for each violation. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. The penal provisions imposed under this Ordinance shall not preclude Denton from filing suit to enjoin the violation and it retains all legal rights and remedies available to it under local, state and federal law. SECTION 8. Effective Date. 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. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'IC"'IN Legislation Text File #: PDA17-0006a, Version: AGENDA CAPTION Hold a public hearing and consider approval of an ordinance regarding a Detail Plan for Planned Development 12 (PD -12) District to depict a new or used car sales lot on approximately 7.11 acres out of a 34.40 -acre tract. The property is generally located on the west side of I -35E, approximately 3,200 feet southeast of State School Road. The Planning and Zoning Commission voted to approve the request (7-0). (PDA17-0006, CarMax). City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton City Hall 41"I&IMMM215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: December 5, 2017 SUBJECT Hold a public hearing and consider approval of an ordinance regarding a Detail Plan for Planned Development 12 (PD -12) District to depict a new or used car sales lot on approximately 7.11 acres out of a 34.40 -acre tract. The property is generally located on the west side of I -35E, approximately 3,200 feet southeast of State School Road. (PDA17-0006, CarMax). BACKGROUND The applicant, on behalf of Jim/Heritage, LP, has requested Detailed Plan approval for a car sales lot in Planned Development 12 (PD -12) District. In accordance with the 1991 Development Code, planned developments require approval of a Concept plan and a Detailed Plan prior to development. The Concept Plan for PD -12 District was approved in 1987, but at that time, a Detailed Plan for the site was not contemplated. Currently, in anticipation of a proposed development, a Detailed Plan has been submitted for approval. A full staff analysis is attached in Exhibit 2. OPTIONS Approve as recommended. 2. Approve subject to conditions 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION Staff recommends approval of the request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On June 3, 1986, City Council approved Ordinance 86-109, adopting a Concept Plan for 74.8 acres of land within the Planned Development 12 District. The Concept plan established the permitted uses, general locations of the use categories, and development standards. On May 5, 1987, City Council approved Ordinance 87-084, which amended the Concept Plan for 43.3 acres of land located within the PD -12 zoning district. Specifically, the amendment modified the parking and traffic requirements; however, the permitted uses remained the same. On November 8, 2017, the Planning and Zoning Commission (P&Z) held a public hearing regarding the requested Detailed Plan. Due to citizen concerns regarding potential development of the FEMA floodplain which encumbers the western side of the 34 -acre subject tract, the applicant confirmed that the development is only proposed for 7.11 acres adjacent to I -35E as shown in the Detailed Plan. Development is not anticipated to substantially encroach into the floodplain, and at this time, the parcel's remaining 27 acres will remain undeveloped. A motion was made to recommend approval of the request, and it passed 7-0. 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. Agenda Information Sheet 2. Staff Analysis 3. Aerial Map 4. Zoning Map 5. Future Land Use Map 6. Proposed Site Plan 7. Proposed Landscape Plan 8. Proposed Elevations 9. Notification Map and Responses 10. Presentation 11. Planning and Zoning Commission Meeting Minutes 12. Draft Ordinance Respectfully submitted: Richard Cannone, AICP Interim Planning Director Prepared by: Julie Wyatt Senior Planner PDA7-0006 CarMax Planning Division December 5, 2017 EN TN Hold a public hearing and consider approval of a Detail Plan for Planned Development 12 (PD -12) District to depict a new or used car sales lot on approximately 7.11 acres out of a 34.40 -acre tract o, Generally located west side of I - 35E, approximately 3,200 feet southeast of State School Road Compliance with the approved general concept plan or development plan io, A compatible arrangement of buildings that would not adversely affect adjoining properties outside the PD io, Adequate circulation of traffic io, In substantial compliance with City regulations. Regional Mixed Use �j, Intent: Areas that serve as regional destinations, primarily along 1-35 u,, Finding: The proposed Detailed Plan conforms to the Future Land Use Community Mixed Use Law 'Res�dent�a�l Moderate Residential iuProposed use [New or Used Car Sales Lot (in open)] is permitted io, Current zoning: PD -12 District PD's require Concept Plan and Detailed Plan approval � Concept plan was approved on May 5, 1987 Approximately 7,480 square foot building constructed with masonryi materials. � Driveway connection to the 1-35E Frontage Road. � f � The sales staging area screened with a a� 6 -foot masonry wall. �I � Requirements relating to light and glare � Public address speakers will be j oriented toward interior of site. xl m .I Six street trees and a shrub hedgerow will be planted along 1-35E. 71,250 square feet (23% of 7.11 acre lot) of tree canopy at maturity will be planted. Approximately 22 trees will be planted along the rear of the site. iui,, 200 ft. Notices: 23 iuil, Responses to 200' Legal Notice: In Opposition: 3 In Favor: 2 Neutral: 1 iuil, 500 ft. Courtesy Notices: 64 PDA97-0006 Notification Map IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII.�� OOOOO la - h, Favor BITE.. _. N Irl Pawrels c a' RENO [Dpposad R—Iwr ww8 iuThe Planning and Zoning approval of the request (7-0). Commission recommended iuil, Staff recommended approval of the request as it is: n, Consistent with the goals and objectives of the Denton Plan 2030 n, The proposed site plan, landscape plan, and elevations provide for compliance with the concept plan, compatibility with adjacent property, adequate circulation, and substantial compliance with regulations. Planning and Zoning Commission Meeting Minutes 1 Commissioner Rozell clarified that the motion is to approve the request with a mixed use overlay, 2 changing hotels and bars as not permitted uses. He questioned if the applicant is okay with this 3 motion. Johnson agreed. 4 5 Commissioner Larry Beck motioned, Commissioner Tim Smith seconded to approve the request 6 with a mixed use overlay, eliminating hotels and bars as permitted uses. Motion approved 7-0. 7 Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew 8 Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis "aye", Commissioner Tim 9 Smith "aye", and Commissioner Alfredo Sanchez "aye". 10 11 D. Hold a public hearing and consider a request by Jim/Heritage, LP regarding 12 approval of a Detail Plan for Planned Development 12 PD -12A District to de ip ct a 13 new or used car sales lot on approximately 7.11 acres out of a 34.40 -acre tract. The 14 properly is generally located on the west side of 1-35E, approximately 3,200 feet 15 southeast of State School Road. (PDA17-0006,CarMax). 16 17 Chair Strange opened the Public Hearing. Julie Wyatt, Senior Planner, presented this request. She 18 stated the development is not proposed for the entire 34 acre tract. The development is located 19 within a Planned Development, PD -12. Wyatt stated staff recommends approval of this request. 20 21 The following individuals spoke during the Public Hearing: 22 John Thatcher, applicant, 800 E. 181h Street, Denver, Colorado. Thatcher provided the 23 vision for the store and the elevations. The lot will have approximately 225 vehicles onsite, and an 24 online inventory. Thatcher stated they are currently under contract to purchase the full 34.40 acre 25 site. However, the development will only take place on 7.11 acres. 26 27 Rick Wick, General Manager of Classic Dodge, Chrysler, Jeep of Denton, 4984 South 28 Interstate 35 E, Denton, Texas. Wick stated they are not opposed to the development. He stated 29 the subject property neighbors their property and they have some concerns regarding the 30 maintenance and upkeep of the property. He stated there is currently a lot of overgrown weeds and 31 grass on the site, he has concerns that it could be a potential fire hazard if it is not maintained. 32 33 Wyatt stated a portion of the property discussed is an Environmentally Sensitive Area and Riparian 34 Buffer, which does have restrictions regarding mowing and maintenance due to the habitat nature. 35 Wick thanked staff for the feedback. He stated he supports the request, they just are concerned 36 with the overgrown areas currently on the subject site. 37 38 Chair Strange read letters into the record of those opposed to the request. There was no one else to 39 speak. Chair Strange closed the Public Hearing. 40 41 Commissioner Tim Smith motioned, Commissioner Steve Sullivan seconded to approve this 42 request. Motion approved 7-0. Commissioner Larry Beck "aye", Commissioner Steve Sullivan 43 "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis 44 "aye", Commissioner Tim Smith "aye", and Commissioner Alfredo Sanchez "aye". 45 11 SAA-e,al\Our Documents\Ordinances\I7\PDA17-0006.docx ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, TEXAS, REGARDING APPROVAL OF A DETAIL PLAN FOR PLANNED DEVELOPMENT 12 (PD -12) DISTRICT TO DEPICT A NEW OR USED CAR SALES LOT ON APPROXIMATELY 7.11 ACRES OUT OF A 34.40 -ACRE TRACT. THE PROPERTY IS GENERALLY LOCATED ON THE WEST SIDE OF I -35E, APPROXIMATELY 3,200 FEET SOUTIIEAST OF STATE SCHOOL ROAD; AND PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000 FOR VIOLA'T'IONS THEREOF, SEVERABILITY AND AN EFFECTIVE DATE. (PDA17-0006) WHEREAS, Jim/Heritage, LP. has applied for a Planned Development Amendment on approximately 7.11 acres out of 34.40 acres of land legally described and depicted in Exhibit "A", attached hereto and incorporated herein by reference (hereinafter, "the Property"); and WHEREAS, On June 3, 1986, by Ordinance 86-109, the City Council approved a Concept Plan for 74.8 acres of land located within the Planned Development 12 (PD -12) zoning district, and WHEREAS, On May 5, 1987, by Ordinance 87-084, the City Council approved an amended Concept Plan for 43.3 acres of land located within the Planned Development 12 (PD -12) zoning district; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. Ordinance No 87-084 is amended by approving the Detail Plan attached hereto and incorporated herein by reference as Exhibit "B" located within PD -12. SECTION 2. The provisions of this ordinance as they apply to the 7.11 acres shown in the amended Detail Plan herein approved, shall govern and control over any conflicting provisions of Ordinance No. 87-084, but all provisions of Ordinance No. 87-084, as they apply to that remaining portion of the district not herein amended, shall continue in force and effect and shall apply to the remainder of said district. SECTION 3. A copy of this ordinance shall be attached to Ordinance No 87-084 showing the amendment herein approved. 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 violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 6. 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 C APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY METES AND BOUNDS DESCRIPTION BEING a 34.368 acre tract of land situated in the Gideon Walker Survey, Abstract Number 1330, Denton County, Texas, in the City of Denton. Being the tract of land described in the instrument to Jim/Heritage, L.P. recorded in Document Number 2007-123418, Deed Records of Denton County, Texas, said 34.368 acre tract of land being more particularly described as follows: BEGINNING at a '/z inch iron rod with a cap stamped "KAZ" found in the southwesterly right- of-way line of Interstate Highway 35E for the most easterly corner of the tract of land described in the instrument to TT of Denton, Inc. recorded in Document Number 2014-3733, Deed Records of Denton County, Texas; THENCE with the southwesterly right-of-way line of Interstate Highway 35E the following: South 50° 32' 52" East (Document Number 2007-123418 = South 50° 37' 07" East) a distance of 1,242.42 feet to the beginning of a non -tangent curve to the left having a radius of 5,879.65 feet; Southeasterly along said curve through a central angle of 000 11' 11" an arc distance of 19.13 feet with a chord bearing of South 41° 00' 10" East (Document Number 2007- 123418 = South 41° 04' 25" East) and a chord distance of 19.13 feet to a 5/8 inch iron rod with a cap stamped "Dunaway Assoc LP" set for the most northerly corner of the tract of land described in the deed to 4984 Partners Limited recorded in Document Number 2004- 22521, Deed Records of Denton County, Texas; THENCE departing the southwesterly right-of-way line of Interstate Highway 35E with the northwesterly line of said 4984 Partners Limited tract South 51° 31' 36" West (Document Number 123418 = South 5 V 32' 17" West) a distance of 713.01 feet to a 5/8 inch iron rod with a cap stamped "Dunaway Assoc LP" set for corner; THENCE North 50° 26' 08" West (Document Number 123418 = North 50° 25' 27" West) a distance of 630.36 feet to a point; THENCE North 87° 46' 57" West (Document Number 123418 =North 87° 46' 16" West) a distance of 761.94 feet to a''/2 inch iron rod found for the northeasterly corner of a 110 foot wide Channel as shown on the Wimbleton Village, Phase V Addition according to the plat recorded in Cabinet B, Page 309, Plat Records of Denton County, Texas for the beginning of a non -tangent curve to the left having a radius of 2,672.21 feet; THENCE with the northerly line of said 110 foot wide Channel the following: Northwesterly along said curve through a central angle of 02° 03' 24" an arc distance of 95.92 feet with a chord bearing of North 88° 48' 39" West (Document Number 123418 =North 88° 47' 58" West) and a chord distance of 95.91 feet to a point in the southerly line of Wimbleton Boulevard as shown on said Wimbleton Village, Phase V Addition for the beginning of a non -tangent curve to the right having a radius of 785.00 feet; Northwesterly along said curve through a central angle of 32° 15' 54" an are distance of 442.06 feet with a chord bearing of North 74° 06' 02" West (Document Number 123418 = North 74° 05' 21" West) and a chord distance 436.24 feet to a''/z inch iron rod found for the end of said curve; North 57° 55' 39" West (Document Number 123418 = North 57° 54' 58" West) a distance of 322.96 feet found for the southeasterly corner of James Wood Autopark Addition, Phase III, an addition to the City of Corinth according to the plat recorded in Cabinet R, Slide 308, Plat Records of Denton County, Texas; THENCE departing the northerly line of said 110 foot wide Channel with the easterly line of said James Wood Autopark Addition North 38° 05' 43" East a distance of 739.03 feet (Document Number 123418 = North 38° 03' 04" East 739.24 feet) to a 5/8 inch iron rod with a cap stamped "Dunaway Assoc LP" set for the most westerly corner of the tract of land described in the instrument to TT of North Texas, Inc. recorded in Document Number 2014-3738, Deed Records of Denton County, Texas; THENCE departing the easterly line of said James Wood Autopark Addition with the southwesterly line of said TT of North Texas, Inc. tract South 500 26' 08" East (Document Number 123418 = South 50° 25' 27" East) at a distance of 463.20 feet passing a'/2 inch iron rod with a cap stamped "KAZ" found for the common southerly corner of said TT of North Texas, Inc. tract and said TT of Denton, Inc. tract, continuing along the southwesterly line of said TT of Denton, Inc. tract in all a total distance of 935.68 feet to a bent 5/8 inch iron rod found for the most southerly corner of said TT of Denton, Inc. tract; THENCE with the southeasterly line of said TT of Denton, Inc. tract North 39° 37' 46" East a distance of 698.42 feet (Document Number 123418 = North 391 38' 27" East 696.42 feet) to the POINT OF BEGINNING; CONTAINING a computed area of 34.368 acres (1,497,071 square feet) of land. OF r! L f(_ -e4 . •eeeeeeoee+eeeoeaoeoee GREGORY S. iFFLAND eeeo +seeoee *.;P04351 0eos EXHIBIT I L \N\ 11. ITlxT I l", eE 4 I L y— VI L \N\ 11. ITlxT I l", f w? livgds Rig° yx P 101 d; i '�v� 'W�� "W X T-P� SITE INFORMATION & DIMENSION PLAN Yi 9 SUPERSTORE CARMAX AUTO q 'WDUNAWAY I t 2g 3980 S. INTERSTATE 35 E 9 -A - CITY OF DENTON, DENTON COUNTY, TEXAS Site Area: 7.11 acres of 34.37 acre tract (TTY PROJECT N-8- X— eE RD I f w? livgds Rig° yx P 101 d; i '�v� 'W�� "W X T-P� SITE INFORMATION & DIMENSION PLAN Yi 9 SUPERSTORE CARMAX AUTO q 'WDUNAWAY I t 2g 3980 S. INTERSTATE 35 E 9 -A - CITY OF DENTON, DENTON COUNTY, TEXAS Site Area: 7.11 acres of 34.37 acre tract (TTY PROJECT N-8- X— 4 \\ \ \ I ' 4 FF B a` O„ I I a` O„ I I s - N uarux uno suacxsroaE, cm vao�ccr Hur;arx: �roa I LANDSCAPE PLAN CARMAX AUTO SUPERSTORE '--DUNAWAY 39805. INTERSTATE 35 E CITY OF DENTON DENTON COUNTY, TEXAS o - y :T� P P. u� lie A P: LANDSCAPE PLAN CARMAX AUTO SUPERSTORE '--DUNAWAY 39805. INTERSTATE 35 E CITY OF DENTON DENTON COUNTY, TEXAS o - - bfr LANDSCAPE PLAN CARMAX AUTO SUPERSTORE '--DUNAWAY 39805. INTERSTATE 35 E CITY OF DENTON DENTON COUNTY, TEXAS s� O - Ow f'mi[s { C O - Ow 2 f'mi[s { t 3R r��A3 • Q� 2 Staff Analysis PDA17-0006/CarMax City Council District 4 Planning & Zoning Commission November 8, 2017 REQUEST: Hold a public hearing and consider a request by Jim/Heritage, LP regarding approval of a Detail Plan for Planned Development 12 (PD -12) District to depict a new or used car sales lot on approximately 7.11 acres out of a 34.40 -acre tract. The property is generally located on the west side of I -35E, approximately 3,200 feet southeast of State School Road. (PDA17-0006, CarMax). OWNER: Jim/Heritage, LP APPLICANT: Jennifer Reiner with Dunaway Associates BACKGROUND: The applicant, on behalf of Jim/Heritage, LP, has requested Detailed Plan approval for a car sales lot in Planned Development 12 (PD -12) District. PD -12 District was created prior to the 2002 adoption of the Denton Development Code (DDC). Therefore, new development within the PD boundary is subject to the requirements of the 1991 Development Code ('91 DDC) outlined in Article IV, Sections 35-151 through 158 and 35-171 through 184. These requirements define a planned development process that includes two phases: a Concept Plan and a Detailed Plan. The Concept Plan establishes the general guidelines for the PD, including project boundaries, land uses, and general thoroughfare locations. A Detailed Plan provides more specific information about the proposal and is defined as: Detailed Plan — the final step in the planned development process which contains the details of the development of the property. Such standards may include permitted land uses and the acreage for each use, adjacent or surrounding land uses, zoning, streets, drainage facilities, existing or proposed off-site improvements, parking lots and parking spaces, access and connection to existing or proposed streets, trees and landscaping, the maximum height of all buildings, the maximum total floor area, the location of water retention areas and major drainage facilities, and the location of all major utilities. On June 3, 1986, City Council approved Ordinance 86-109, adopting a Concept Plan for 74.8 acres of land within the Planned Development 12 District. The Concept plan established the permitted uses, general locations of the use categories, and development standards. On May 5, 1987, City Council approved Ordinance 87-084, which amended the Concept Plan for 43.3 acres of land located within the PD -12 zoning district. Specifically, the amendment modified the parking and traffic requirements; however, the permitted uses remained the same. SITE DATA: The subject site is 7.11 acres out of a 34.40 -acre undeveloped tract. The property has 550 feet of frontage along I -35E and will be accessed from the highway frontage road. The southeast portion of the site is encumbered by FEMA Floodplain. Any development must conform to the development requirements associated with floodplain disturbance. USE OF PROPERTY UNDER CURRENT ZONING: PD -12 District designates the subject property as Commercial Shopping. The permitted uses correspond to the use tables for the Commercial and Office Districts in the '91 DDC except for those specifically identified in the Concept Plan. New or Used Car Sales Lot (in open) is a permitted use in the '91 DDC Commercial District and in PD -12 District. SURROUNDING ZONING AND LAND USES: Northwest: North: Northeast: • Regional Center • RCC -D District • RCC -D District Commercial Downtown • Veterinary Clinic • Undeveloped (RCC -D) and Regional Center Commercial Neighborhood (RCC -N) Districts • Vehicle Sales West: East: • PD 12 District • RCC -D District • Undeveloped, Single-family • Undeveloped dwellings Southwest: South: • Southeast: • PD 12 District • PD 12 District • RCC -D District • Undeveloped • Undeveloped • Undeveloped • Recreational use COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: The subject property is located adjacent to I -35E in area where vehicle sales facilities have clustered. The zoning pattern includes a combination of Regional Center Commercial Districts and PD -12 District, both of which permit large scale commercial development that is typically found within proximity of major highways. The proposed use and building scale is consistent with the existing development character and zoning pattern. If approved, the Detailed Plan for car sales is not anticipated to negatively impact adjacent property owners or the surrounding area. COMPREHENSIVE PLAN: Per the Denton Plan 2030, the Future Land Use designation is Regional Mixed Use. Regional Mixed Use applies to areas that serve as regional destinations within Denton. Development may include moderate and high density residential, commercial, office, entertainment and other uses except industrial, at the highest levels of scale and density within the city. This designation is located primarily along I-35 interchanges and primary arterials to encourage the greatest regional accessibility. Future development in Regional Mixed Use areas will complement and embrace existing, viable uses, and raise the standard of design to increase their regional draw, accommodate greater connectivity and mobility options, and create a sense of place. The proposed Detailed Plan conforms to the Future Land Use designation, as it accommodates a use which requires the enhanced visibility and access provided by I -35E. Furthermore, uses such as vehicle sales are typically considered to be regional destinations that encourage travel to the City from outside communities. CONSIDERATIONS: 1. The applicant has submitted a Detailed Plan for PD -12 District for a New or Used Car Sales Lot. The associated documents, including Site Plan, Landscape Plan, and Elevations, are attached for reference. 2. The proposal reflects the following elements: a. An approximately 7,480 square foot building constructed with masonry materials. b. One driveway connection provided to the I -35E Frontage Road. c. The sales staging area will be screened with a 6 -foot masonry wall. d. Six street trees and a shrub hedgerow will be planted along I -35E. e. 71,250 square feet (23% of 7.11 acre lot) of tree canopy at maturity will be planted. f. Denton Development Code (DDC) Section 35.13.12 requirements relating to light and glare will be followed. g. Public address speakers will be oriented toward interior of site. h. Approximately 22 trees will be planted along the rear of the site. Per ' 91 DDC, the Detailed Plan shall be approved if it finds that all of the following criteria have been met: a. The plan complies with the general concept plan or development plan approved for that property; The use and development standards outlined in the proposed Detailed Plan conform to the approved Concept Plan. b. The plan provides for a compatible arrangement of buildings and land uses and would not adversely affect adjoining neighborhoods or properties outside the plan, The proposal is compatible with the adjoining properties, as the use and design standards are consistent with the nearby developments along the I -35E corridor. However, since single-family neighborhoods are located to the west of the request, 22 trees are proposed along the rear of the site to provide a buffer. Furthermore, the public address speakers and lighting will be designed to minimize impacts on adjacent properties. c. The plan provides for adequate and safe circulation of vehicular traffic; and The proposed Detailed Plan provides for adequate and safe circulation, which includes one point of vehicular access from the I -35E Frontage Road. The parking area for customers and employees includes the use of endcaps to direct traffic and will be separated from the display area with a security gate. d. The plan is in substantial compliance with the landscape, sign, subdivision, and other regulations of the city, or, if not, the plan offers corresponding benefits that merit deviation from those regulations. The proposed Detailed Plan is in substantial compliance with the City's regulations. STAFF RECOMMENDATION: Staff recommends approval of the request as it is compatible with the surrounding property and is consistent with the goals and objectives of the Denton Plan 2030. PUBLIC NOTIFICATION: To comply with the public hearing notice requirements, 23 notices were sent to property owners within 200 feet of the subject property, 64 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. Respectfully submitted: Richard Cannone, AICP Interim Planning Director Prepared by: Julie Wyatt Senior Planner PDA17-0006 Site Location nmemvemuxnemiavenwnmuxnemiavei -- N . 0 255 510 1,020 SITE COD �', E {� Feet �en�vemuxnemiavenwnmuxnemiaven/ , S _ Parcels ETJ ,, NAA 8/1 /20 �13 or DENTON Roads C.:ffevellojpi riieiI1fG SQ:Iwlices - GIS Def,_ 9/11/n, 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 legpal, enpineerinq or surveying purposes but rather for reference purposes. These maps are the property of the City Denton have been to the the Public Information Act. The City Denton To the information No of and made available implied, are provided for the data herein, its public based on of makes every effort produce and use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of this statement. publish most current and accurate possible. warranties, expressed or PDA17-0006 Zoning Map NR -2 M Q SITE CM -G ` NRMU RCC -N -- N E 0 255 510 1,020 Fee` Parcels NR -2 p 4"i°o, NRMU-12 RCR-1 NR -4 PD RD -5X CITY or RoadsDENTON m NR -6 RCC -D / C:Bo-.vellojpiriienr9 S calices • GIIS 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 legpal, enpineerinq 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 effort To produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of this statement. PDA17-0006 Future Land Use Map Low Residential SHORES QSITE Future Land Use Community Mixed Use N WE 0 500 1,000 2,000 Feet Parcels Rural Areas Neighborhood Mixed Use SQ �a Roads Low Residential Business Innovation ciTv or Moderate Residential Government /Institutional w,-DENTON Regional Mixed Use Parks / Open Space ��,aevuoiKawu�.u,lwa rvlir«:. •Gus De79/1112017 The City of Denton has prepared the City of Denton and have maps for departmental use. These are not official maps of the City of Denton and should not be used for legpal, enpineerinq or surveying purposes but rather for reference purposes. These maps are the property of been made available to the public based on the Public Information Act. The City of Denton makes every effort To produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. INIMITI HIGHWAY 35 E SITE LEGEND cc 0 0 < Awa cmn nol �& w / � VI IJ Ll I L X < < MNM u EXHIBIT G1 LOT X BLOCK X SITE LEGEND cc 0 0 < Awa cmn nol �& w / � VI IJ Ll I L X < < MNM u EXHIBIT G1 LOT X BLOCK X � I a I: Ley i u�ar.oa.o� P^.g 06 Z O O w M� N o Q mK07 AC GPOSSU USABLE) i 00 fes. cao / cn w EXHIBIT Q a r LOT X BLOCK X rsurv� �/� I � XXXX XXXX ...`, i n arvR 3a.n ecreoe¢ ea -1 J�� ......... V[aNI1V MAP ­E- Ul y ............... .............. MIAW PLANT 5CHEDULf 0 . . . ....... FA W71.D, 61 LAND5CAPE DATA I -E IE I 'E M LOT X BllkOIX X , 'EXHIBIT M 4W 01P,N Fill /0 rl 111W lly, N 0 I1)"I"I'V8,100 I'm K 0" M 41010gll F FE CARMEN THE AUTO SUPERSTORE "I'l""Ilill?Aill IRWIN ....... rim, HMfl�l),,Kl,),`,,rl '[P)Iffiffi MIN"'TF �lffl( il NOWNI MEMBER DENTON,TX CONCEPTUAL ELEVATIONS SITE Parcels Roads PDA17-0006 Notification Map is 0 255 510 1,020 CITY or DENTON C:Bo-.vellolKai riiein& Sewlioe.s • GIIS Defe_9/11/2017 the eCityYoffDentop and hpsve been made a dailablento the publichbased are the PablicminPormfat�on A�tct ThUe City of Dentonl should not eff rt Tolpreodu ceesnr7 or the 9nostpcoarent aridtaccu for informatPon posslble� No warPanties�hexpressetr7 or limphed, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. I 11/02/2017 00:42 9403821.546 or DENTON Response.Form counted,III order for your opinion to be MCNATT PROPERTIES PACE 01/01 ]Development a ices IJick ar w° St— nton, 75201 ` ( 4(? 349-9541. UY of Denton Development Services 11.t.tn- Julie Wyift. Project Manager 215 W, I-.lickory St. Denten, TX 76201 --- - You 111a also email m° fay. A copy t �trCia wn :r1,t yrrtok7,corY, ° (940) 349-7707, a MW MW dM am MW MM wo Signature: �'rintctTJ�ame• ��.... ---- _. a. Street Address: 40 1l,/ L City, State and Zip Cd: hone Number- Email Address: PliysiCklli Address of Property within 200 Feet: Lf Lf 00 3� r A,DAIME/ADEA ww.city0 enton.co TDD (800) 735-2989 tFyIDevelopment Services DENTON 215 W. Hickory St., Denton, TX 76201 - (940) 349-8541 Response Form CarMax In order for your opinion to be counted, please complete and mail this form to: City c f Denton Development Services Attn: Julie Wyatt, Project Manager 215 W. Hickory St. Denton, TX 76201 You inay also email or fax a copy to julie.wyatt@cityofdenton.com or (940) 349-7707. o - - - e - - - - - - _ Project Number PDA17-0006 Please circle one: 6,,hi favor of request Comments: Printed Name: Street Address: ❑ Opposed to request City, State and Zip Code: I --�Q Phone Number: 9, C"-3 - �(C�D(o Email Address: S F -,y -Di �ye;�c� lJ �bd�, COM Physical Address of Property within 200 Feet: L� ' J (z ©. k "3 S Cl��`i ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 -40 MY + Development Services DENTON 215 W. Hickory St., Denton, TX 76201 • (940) 349-8541 Notice of Public Nearing CarMax Notice is hereby given to all interest persons that: The City of Denton Planning and Zoning Commission will hold a public hearing and consider making a recommendation to City Council regarding a request by Jim/Heritage, LP regarding approval of a Detail Plan for Planned Development 12 (PD -12) District to depict a new or used car sales lot on approximately 7.11 acres out of a 34.40 -acre tract. The property is generally located on the west side of I -35E, approximately 3,200 feet southeast of State School Road, in the City of Denton, Denton County, Texas. Properties within 200 feet of the subject property must be notified of the request pursuant to the Texas Local Government Code. As an owner of property within 200 feet of this request, you are invited to make your views laiown by attending the public hearing, emailing the Department of Development Services, or returning this form with your comments prior to the date of the public hearing. If written opposition to the request exceeds 20 percent (acreage within 200 feet of the property), a three-fourths vote of City Council is required to approve the request. As a courtesy, the City of Denton also sends notification to all physical addresses within a 500 -foot radius of the subject property. You are invited, not required, to attend the public hearing. If you attend, you will be given an opportunity to speak for or against the change, or .you may attend only to observe. Any citizen or group of citizens interested in attending is invited to do so. Applicants and their agents are expected to attend. Agent: Jennifer Reiner Phone: (817) 335-1121 Public Dearing: Wednesday, November 8, 2017, 6:30 p.m. City Hall, City Council Chambers 215 E. McKinley St. Denton, TX 76201 The recommendation of the Planning and Zoning Commission 01'' will be forwarded to the City Council for final action, which is �`` tentatively scheduled for Tuesday, December 5, 2017 at 6:30 p.m. % The Planning and Zoning Commission may recommend, and City Council may approve, any zoning district which is equivalent to or more restrictive than that which is requested and which is deemed consistent with Denton Plan 2030. For more information, please contact Julie Wyatt at (940) 3 49-85 85 or julie.wyatt@cityofdenton.com; or, on November 3, 2017, visit www.cityofdenton.com/public-meetings for the meeting agenda with staff's analysis and associated exhibits. ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 162236-23-23 Julie Wyatt City of Denton 215 W Hickory St Denton, TX 76201-4120 SPS D MAILTM IV�IIII�INIUIIN��IIIINnlIlllll 1...— **'...........«..,..SNGLP 480 SIGNATURE REQUIRED PER DMM 3.1.1 TT OF DENTON INC 4100 S Interstate 35 E Denton, TX 76210-9323 I'�I�'III �III�I��II��1�1�1�11111"'IIII��II��I�'I�I��I�I�III�II�I PRESORTED FIRST-CLASS MAIL POSTAGE AND FEES PAID C2M LLC 22202 Response Form Project NUrnber PDA 17-0006 CarMax Development Services 215 W. Hickory St., Denton, TX 76201 - (940) 349-8541 In order for your Opinion to be counted, please complete and mail this form to: City of Denton Development Services Attn: Julie Wyatt, Project ManaZ70er 215 W. Hickory St. Denton, TX 76201 YOU may also email or fax a copy to julie.wyatt((:i,,,,citg�ofdeiitoii.coiii or (940) 349-7707. i --j In favor of request )(Opposed to request Signature: 'Prin-ted Name': - Street Address: City, State and Zip Code: a-4 A."P 6) Phone Number: (5 - Email Address: cd— J1(41 V641 Physical Address of Property within 200 Feet- City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com DEN'IC"'IN Legislation Text File #: Z17 -0022b, Version: AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance for an initial zoning of Neighborhood Residential Mixed Use (NRMU) District on approximately 6 acres. The property is generally located on the east side of the future FM 2499 alignment, approximately 1,400 feet south of Robinson Road. The Planning and Zoning Commission recommended approval with a Mixed Use Residential Protection Overlay (7-0) (Z17-0022, Eastside at Oakmont, Julie Wyatt). City of Denton Page 1 of 1 Printed on 12/1/2017 powered by I-eg;gl;>karI City of Denton City Hall 41"I&IMMM215 E. McKinney Street DENTON Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: December 5, 2017 SUBJECT Hold a public hearing and consider a request by CDI 2499, LLC to for an initial zoning of Neighborhood Residential Mixed Use (NRMU) District on approximately 6 acres. The property is generally located on the east side of the future FM 2499 alignment, approximately 1,400 feet south of Robinson Road. (Z17- 0022, Eastside at Oakmont, Julie Wyatt). BACKGROUND The applicant is requesting an initial zoning of Neighborhood Residential Mixed Use (NRMU) District in order to facilitate the future development of commercial uses on a 6 -acre site. A full staff analysis is attached in Exhibit 2. To comply with the public hearing notice requirements, 35 notices were sent to property owners within 200 feet of the subject property, 116 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. As of this writing, the City has received five responses in opposition to the proposed rezoning. OPTIONS 1. Approve request without a Mixed Use Residential Protection Overlay. 2. Approve request with a Mixed Use Residential Protection Overlay prohibiting Hotels and Bars as recommended by the Planning and Zoning Commission. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION Staff recommends approval of the request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) This item was placed on the October 25, 2017 Planning and Zoning Commission agenda, but was postponed to the November 8, 2017 meeting by the applicant in order to modify the request. The original submission requested an initial zoning of Commercial Mixed Use General (CM -G) District. However, due to staff and neighborhood concerns regarding compatibility, the applicant elected to revise the request to an initial zoning of NRMU District. A revised notification reflecting NRMU District was published in the Denton Record Chronicle and mailed to property owners within 200 feet of the subject property and physical addresses within 500 feet of the subject property. On November 8, 2017, the Planning and Zoning Commission (P&Z) held a public hearing regarding the requested rezoning. During the meeting, P&Z discussed the compatibility of hotels and bars, which are permitted in NRMU District, adjacent to the existing residential neighborhood. At the closure of the public hearing, a motion was made to recommend approval of the request with the following Mixed Use Residential Protection Overlay restrictions. This motion passed 7-0. • Hotels and Bars are not permitted. 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. Agenda Information Sheet 2. Staff Analysis 3. Aerial Map 4. Zoning Map 5. Future Land Use Map 6. Permitted Use Comparison 7. Proposed Zoning 8. Notification Map and Responses 9. Presentation 10. Planning and Zoning Commission Meeting Minutes 11. Draft Ordinance Respectfully submitted: Richard Cannone, AICP Interim Planning Director Prepared by: Julie Wyatt Senior Planner Planning and Zoning Commission Meeting Minutes 1 Chair Strange questioned if staff's conditions would need to be included if this Commission 2 recommends approval of this request. DeCurtis confirmed. 3 4 Chair Strange requested traffic, impact, and wastewater fee comparisons for the proposed project 5 to be provided during the Regular Meeting. Zagurski stated staff will provide some numbers during 6 the regular meeting. 7 8 Julie Wyatt, Senior Planner, presented Public Hearing Item 4C. 9 Commissioner Sullivan questioned what buffer would have been required at the time the property 10 owners purchased their homes. Wyatt stated she is not aware of what they would have been 11 informed of at the time, however, there are specific buffers required. 12 13 Chair Strange questioned if there will be curb cuts in the center divided lanes. Wyatt stated she 14 doesn't believe there will be curb cuts, she stated she believes it will be a right -in right -out point 15 of access. Wyatt stated she will clarify prior to the Regular Meeting. 16 17 Chair Strange called a recess from 6:12 p.m. to 6:17 p.m. 18 19 Roman McAllen, Historic Preservation Officer, presented Public Hearing Item 4D. Commissioner 20 Ellis questioned if the Bell Avenue Conservation District changing from a conservation district to 21 a historic district will have an impact on the property owners. McAllen stated no, it will not impact 22 the property owners. 23 24 There was no fiurther discussion. Chair Strange closed the Work Session at 6:22 p.m. 25 26 REGULAR MEETING 27 28 The Planning and Zoning Commission convened in a Regular Meeting on Wednesday, November 29 8, 2017 at 6:30 p.m. in the City Council Chambers at City Hall, 215 E. McKinney at which time 30 the following items were considered: 31 32 Chair Strange called the Regular Meeting to order at 6:40 p.m. 33 34 1. PLEDGE OF ALLEGIANCE: 35 36 A. U.S. Flag 37 B. Texas Flag 38 39 2. CONSENT AGENDA: 40 41 A. Consider a request by Denton Creek Realty LP for approval of a preliminary plat 42 of Lots 1-8 and Common Area Lot 1 of the Titus South Addition. The 43 approximately 13.42 acre site iseng erally located at the northeast corner of North 44 Masch Branch Road and Jim Christal Road in the City of Denton, Denton County, 45 Texas. P16-0026, Titus South Hayley Zagurski). 46 3 I Commissioner Tim Smith motioned, Commissioner Alfredo Sanchez seconded to approve this 2 request based on staff's conditions as follows: 1. The provided Site Plan, Landscape Plan, and 3 Building Elevations are conceptual. A full site plan submittal shall be required to ensure 4 each phase of the development complies with the reauirements of the Denton Development 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 Code in terms of site design, landscaping, parking, and building design as provided in DDC 35.6.3.; 2. A full assessment of the Environmentally Sensitive Areas (ESA) on the property is required and an Alternative ESA plan must be approved before any development within the boundaries of the ESA shown on the Conceptual Site Plan can be approved; and 3. The development of a multi -family use shall be limited to the 32.6 acres designated for this use on the attached Conceptual Site Plan, and an outdoor recreation use shall be limited to the 19.9 acres indicated for this use on the attached conceptual Site Plan. The multi -family use shall contain no more than the 289 units shown on the conceptual Site Plan and the density of development shall be calculated based on only the area within each proposed phase of the multi -family development. Motion carried (4-3). Commissioner Alfredo Sanchez "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", and Commissioner Tim Smith "aye". Commissioner Larry Beck "nay", Commissioner Steve Sullivan "nay", and Commissioner Margie Ellis "nay". Chair Strange called a recess from 8:05 p.m. to 8:24 p.m. C. Hold a public hearing and consider a request by CD1 2499, LLC to for an initial zoning of Neighborhood Residential Mixed Use (NRMU) District on approximately 6 acres. The property is generally located on the east side of the future FM 2499 alignment, approximately 1,400 feet south of Robinson Road. Z17-0022, Eastside at Oakmont, Julie Wyattj Chair Strange stated the Public Hearing was opened during the October 25, 2017 meeting. Julie Wyatt, Senior Planner, presented this request. Staff recommends approval of the request. The following individuals spoke during the Public Hearing: Greg Johnson, applicant, 319 W. Oak Street, Denton, Texas. Johnson stated the property needs to be rezoned in order to be utilized. He stated there is a certain area on the land that cannot be developed on due to the existing trees and topography. Johnson stated he feels this is a logical use for the property. Commissioner Ellis questioned if they have considered an overlay district due to this being located within a single-family residential area. Johnson stated that has not be brought up to him in the past, he has not discussed it with staff. Commissioner Beck stated he doesn't think the overlay district would be a bad idea. He said the overlay could be approved to allow specific uses and limit certain uses, such as night clubs, lodges and bars. Commissioner Sullivan stated he has concerns with the floodplain and the proposed development interfering with the existing neighborhood and community pool. Johnson stated the proposed use is consistent with other commercial uses along Teasley Lane, which abut to residential neighborhoods. p] I Renae Eiserman, 3901 Luck Hole Drive, Denton, Texas. Opposed to this request. She 2 stated this large area that the developer is planning to build on will back up to the houses. The 3 current community pool area has never flooded due to the floodplain. She stated the neighbors 4 would like to receive some reassurance in regards to the floodplain. 5 6 Chair Strange read the following letters into the record for individuals that did not wish to speak: 7 Kay O'Keeffe, 3711 Palmetto, Denton Texas. Opposed to request, did not speak. 8 Joyce George, 6509 Alderbook Drive, Denton Texas. Opposed to request. 9 Jacob Piatt, 3715 Palmetto Court, Denton, Texas. Opposed to request. 10 Ayse Roger, 6404 Penina Trail, Denton, Texas. Opposed to request. 11 Phidelia Barrie, 6212 Penina Trail, Denton, Texas. Opposed to request. 12 13 Stephen Shannon, applicant, 319 W. Oak Street, Denton, Texas. Shannon stated he feels 14 this is a straight forward zoning, the density has been reduced to meet the NRMU zoning district 15 requirements. He stated he feels this zoning is appropriate for the area. He stated they want to be 16 sensitive to the needs of the existing neighborhood as well. 17 18 Commissioner Beck questioned if they would be opposed to an overlay. Shannon stated they 19 completely understand the concerns of the neighborhood. He stated they would be in favor of an 20 overlay to limit certain uses, granted it is a reasonable request. 21 22 Chair Strange questioned Commissioner Beck if he has specific uses he would like to see limited 23 within the overlay. Commissioner Beck stated hotel, public halls, clubs, lodges, restaurants and 24 bars. Shannon stated he does not want to eliminate restaurants. However, he does not have an issue 25 limiting lodges and bars. 26 27 Chris Mulkey, 6200 Penina Trail, Denton, Texas. Opposed to this request. Mulkey stated 28 he is not concerned with the proposed use, however, he is concerned with how the floodplain could 29 interfere with the existing houses and land. He stated if the land is paved in the fiutLure it could 30 change the runoff and drainage on the site. 31 32 Linda Torres, 6512 Pinehills, Denton, Texas. Opposed to this request. Torres stated she has 33 lived near the subject site for 25 years. She stated she has concerns with the trees. She stated the 34 drainage area on the aerial view is a lot smaller in person, and does get pretty elevated at times. 35 She stated with the proposed development it could cause a lot of changes to the site. 36 37 There was no one else to speak. Chair Strange closed the Public Hearing. 38 39 Commissioner Beck stated he would motion to approve the request subject to conditions with an 40 overlay. He stated he would like to eliminate semipublic chubs, lodges, bars and hotels. Jennifer 41 DeCurtis, Deputy City Attorney, stated there are not conditions, this would be a mixed use overlay 42 to eliminate certain uses from the zoning classification. 43 44 Johnson requested clarification. He stated if semipublic halls are removed as an allowed use, then 45 that would eliminate nonprofit organizations. Johnson stated they do a lot of work with nonprofit 46 organizations and do not wish to see that eliminated. 10 I Commissioner Rozell clarified that the motion is to approve the request with a mixed use overlay, 2 changing hotels and bars as not permitted uses. He questioned if the applicant is okay with this 3 motion. Johnson agreed. 4 5 Commissioner Larry Beck motioned, Commissioner Tim Smith seconded to approve the request 6 with a mixed use overlay, eliminating hotels and bars as permitted uses. Motion approved 7-0. 7 Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew 8 Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis "aye", Commissioner Tim 9 Smith "aye", and Commissioner Alfredo Sanchez "aye". 10 11 D. Hold a public hearing and consider a request by Jim/Heritage, LP regarding 12 approval of a Detail Plan for Planned Development 12 PD -12A District to de ip ct a 13 new or used car sales lot on approximately 7.11 acres out of a 34.40 -acre tract. The 14 properly is generally located on the west side of 1-35E, approximately 3,200 feet 15 southeast of State School Road. (PDA17-0006,CarMax). 16 17 Chair Strange opened the Public Hearing. Julie Wyatt, Senior Planner, presented this request. She 18 stated the development is not proposed for the entire 34 acre tract. The development is located 19 within a Planned Development, PD -12. Wyatt stated staff recommends approval of this request. 20 21 The following individuals spoke during the Public Hearing: 22 John Thatcher, applicant, 800 E. 181h Street, Denver, Colorado. Thatcher provided the 23 vision for the store and the elevations. The lot will have approximately 225 vehicles onsite, and an 24 online inventory. Thatcher stated they are currently under contract to purchase the full 34.40 acre 25 site. However, the development will only take place on 7.11 acres. 26 27 Rick Wick, General Manager of Classic Dodge, Chrysler, Jeep of Denton, 4984 South 28 Interstate 35 E, Denton, Texas. Wick stated they are not opposed to the development. He stated 29 the subject property neighbors their property and they have some concerns regarding the 30 maintenance and upkeep of the property. He stated there is currently a lot of overgrown weeds and 31 grass on the site, he has concerns that it could be a potential fire hazard if it is not maintained. 32 33 Wyatt stated a portion of the property discussed is an Environmentally Sensitive Area and Riparian 34 Buffer, which does have restrictions regarding mowing and maintenance due to the habitat nature. 35 Wick thanked staff for the feedback. He stated he supports the request, they just are concerned 36 with the overgrown areas currently on the subject site. 37 38 Chair Strange read letters into the record of those opposed to the request. There was no one else to 39 speak. Chair Strange closed the Public Hearing. 40 41 Commissioner Tim Smith motioned, Commissioner Steve Sullivan seconded to approve this 42 request. Motion approved 7-0. Commissioner Larry Beck "aye", Commissioner Steve Sullivan 43 "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis 44 "aye", Commissioner Tim Smith "aye", and Commissioner Alfredo Sanchez "aye". 45 11 SALegah0ur Documcnls\Ordinanccs� I: TZ17-0022 Ordinance.docx ORDINANCE NO. AN GROIN CI-'; OF THE CITY OF DENTON, "I'EXAS, RIG ARDING AN INITIAL ZONING OF NI--'IGI-IBORIIOOD RESIDI.°.NTIAL MIXED USI11I (NI MU) DISTRICT WIT11 A MIXED USE RESIDIsNTIAL PRO']" ECTION 0,Vl,.RI,AY RESTRICTIONS ON APPROXIMATELY 6 ACRE' . THE PROPERTY IS GENERALLY LOCATED ON THE, EAST SIM; 01�1 7111" FUTURE FM 24-99 ALIGNMENT, APPROXIMATELY 1,400 FEETSCSU TI I OF ROBINSON ROAD IN THE, CITY OF DENTON, MI'N'ION COUNTY, TEXAS; ADOP"I'ING AN AMENDM13'NTTO'I'IIE CITY'S OFFICIAL ZONING MAP; PROVIDING FOR A PENALTY INTHI-" MAXIMUM AMOUNT OF$2,0010.010 FOR VIOLATIONSTHEREOF; PROVIDING A SEVf`,RAJ31I,l'lY CLAUSE AND AN EFFECTIVE DATE. (Z17-01022) WHEREAS, CDI 2499, LLC. has applied for an initial zoning on approximately 6 acres of land legally described and depicted in Exhibit A, attached hereto and incorporated herein by reference (hereinafter, "the Property") of Neighborhood Residential Mixed Use (NRMU) zoning district and use classification; and WHEREAS, on November 8, 2017, the: Planning and Zoning Commission, in compliance with the laws of the State ofTexas, have given the requisite notices by publication and otherwise, and have held due hearings and afforded full and fair hearings to all property owners interested in this, regard, and have recommended approval [7-0] of the change in coning; and use classification with Mixed Use Residential Protection Overlay restrictions; and WH,RIMA S, ori December 5, 2017, the City Council likewise conducted a public hearing as required by law, and finds, that the request meets and complies with all substantive and procedural standards set forth in Section 35.3.4 of the Denton Developinent Code, and is consistent with the Denton, Plan and the Denton Development Code; and WHEREAS, the Planning and Zoning Commission and the City COL11161 of the City of Denton, in considering the application for an initial zoning 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 that said initial zoning is in the Public interest and should be granted as set forth herein; NOW THEREFORE, THE COUNCIL OFTHE CITY OF DENTON HERFIBY ORDAINS: S-,"CTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and found to be true. Sl"CTION 2. 'rhe zoning district ai.'id use classification for the Property is hereby changed to NRMU District with the following Mixed Use Residential Protection Overlay restrictions: 0 1 lotels and Bars are not permitted. SECTION 3. The City" s official zoning map is hereby amended to show the zoning district and use classification. Sf�.C.TION 4. Ifany 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. S1,C]"10N 5. Any person, firma, partnership or corporation violating any provision of this ordinance shall, upon conviction, be deemed guilty of a rnisdcrneanor and shall be punished by fine in a sura not exceeding $2,000.00 for each offense. 1,.ach day that a provision of this ordinance is violated shall Constitute as separate and distinct offense. SE."CTION 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 frons the date or 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 ptiblished in the City of Denton, Texas, within ten (10) days of the date of its passage, PASSEID AND APPROVI"D this the —__ clay of , 2017, CHRIS WXr-i's, MAYOR ATTEST: JEINNIFER WAL'I"ERS, CITY SECRE]"ARY M APPROVED AS TO LEGAL FORM - AARON LEAL, CITY Xf'TORNEY BY: 0-� Exhibit A LOT 3: All that certain lot, tract or parcel of land lying and being situated in the City of Denton, Denton County, Texas and being a part of the Berry Merchant Survey, Abstract number 800 and also being a part of that called 46.21 acre tract of land described in deed to Wheeler Ranch, LTD recorded in Instrument number 2000-39800, Real Property Records, Denton County, Texas and being more fully described by metes and bounds as follows: BEGINNING at a capped iron rod set stamped "KAZ" at the Southeast corner of said 46.21 acre tract; THENCE North 89 degrees 48 minutes 09 seconds West, passing a % inch iron rod found at the Northeast corner of Lot 6, Block A, Wynstone at Oakmont, Phase I an addition to the City of Denton, Denton County, Texas according to the plat recorded in Cabinet R, Page 321, Plat Records, Denton County, Texas at 175.17 feet, continuing in all a total distance of 600.78 feet to a capped iron rod set stamped "KAZ" in the New Easterly line of F.M. 2499; THENCE along said Easterly line, North 36 degrees 22 minutes 54 seconds East, 744.42 feet to a capped iron rod set stamped "KAZ" at the P.C. of a curve to the left whose long chord bears, North 32 degrees 14 minutes 52 seconds East, 180.52 feet; THENCE continuing along said Easterly line and along said curve whose radius is 1260.00 feet and an arc length of 180.67 feet to a capped iron rod set stamped "KAZ" at the P.T. of said curve; THENCE continuing along said Easterly line, North 28 degrees 08 minutes 23 seconds East, 146.89 feet to a capped iron rod set stamped "KAZ"; THENCE South 00 degrees 24 minutes 49 seconds West, 883.61 feet to the PLACE OF BEGINNING and containing 5.77 acres of land more or less. Z17-0022 Site Location // I HILLSSIDE?� ,f VIII �, �w, �„ ,,, C�9'�g„ ll� 441" p' 0 �1fIIIIIIIIIIIIIIIIIIIIp w2 MARQUETTE2 O� �Z HOW "� �=� YRA �� H,QFST ,� iV/ILLi4NOVP f,� �����QG/IIIIIIIIIIIIIIII/IIIIII��� ' (IIIIIIIIIII „ ,, , REE, �f BRANCH %///%/S HAD, HAO: ���� y rLAN E l Ill,UN)T 11 ST Q 01 h.IOHNS� 'z IU 1111J1J111lllilll➢i11��» ���u��1U111�i»�»���i���1����1�»��»���i»>l�»��� �»��»»>l�»�, OBINS,Q,N 111011 ������������»�»����o»��»��� 1JJJ11JlJJJJJJIIJJJJJIJJIJIJJJJI�IJJJJIJR' - �� M CLYDESDALE ���� M z� M Z As � � BUTLER J N P '�� MIDGE y vz, � m r T OJG� SAN L�ORENZO mom, W tz m � � HEELER R . �. � c��i� r „ N, D? OGti? LUCK�HOLE" , PADDOC,K�� NOW LIN S -o OAK qCp) N y�0 vN m O q �' f JJV iGROVELAND�TERRA_ VCE " �� O� HICKORY CREEK - C �o �2sygw SITE 1` I E 0 205 410 820 Feet Parcels 5 l° - ITY GOM Roads m iia or NTON ffevellol,)i"riieiiiiG ,Seirvlic(:s. GIS Det, 90 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 Ire pen enpineerinq 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 effort To produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance ofthis statement. Staff Analysis Z17-0022/Eastside at Oakmont City Council District 4 Planning & Zoning Commission November 8, 2017 REQUEST: Hold a public hearing and consider a request by CDI 2499, LLC to for an initial zoning of Neighborhood Residential Mixed Use (NRMU) District on approximately 6 acres. The property is generally located on the east side of the future FM 2499 alignment, approximately 1,400 feet south of Robinson Road. (Z17-0022, Eastside at Oakmont, Julie Wyatt). OWNER AND APPLICANT: CDI 2499, LLC BACKGROUND: The applicant is requesting an initial zoning of Neighborhood Residential Mixed Use (NRMU) District in order to facilitate future development of commercial uses on a 6 -acre site. The subject property was annexed in 1999. Generally, annexed property is not zoned until a zoning request is officially approved by the City Council. In accordance with Section 35.16.8.G of the Denton Development Code (DDC), for newly annexed land that has not been zoned, no application will be deemed complete for any uses, intensities of use, dimensions or lot sizes not authorized by Rural Residential (RD -5) Zoning District. The purpose of the applicant's request is to provide an initial zoning designation of NRMU District. SITE DATA: The subject property has a triangular shape that creates approximately 975 linear feet of frontage on the extension of FM 2499, which is currently under construction. The back of the site is adjacent to a green way and single family residential development; therefore, access is limited, but will improve with the completion of FM 2499. Classified as a Primary Arterial, FM 2499 will serve as a major route into and across the City, with at least three travel lanes in each direction separated by a median. It requires 135 feet of right of way and is designed to accommodate more than 15,000 vehicle trips per day. A narrow open space lot separates the subject property from the neighborhood to the east. FEMA floodplain and a possible Environmentally Sensitive Area (ESA) are located on the eastern edge of the property. Prior to development, an ESA assessment is recommended to determine if an ESA is present, as impacts to ESA's must be approved in accordance with DDC Subchapter 17. Additionally, development within the floodplain is required to meet all engineering standards. USE OF PROPERTY UNDER CURRENT ZONING: Under the RD -5X placeholder district, the subject property is subject to all the regulations of the Rural Residential (RD -5) zoning classification in Subchapter 5 of the Denton Development Code. RD -5 District primarily permits uses rural in nature including agriculture, livestock, large -lot single family, manufactured housing developments, sale of products grown on site, veterinary clinics, kennels, day cares, and elementary schools. Group homes, administrative or research facilities, feed lots, and gas wells require approval of a Specific Use Permit (SUP). SURROUNDING ZONING AND LAND USES: Northwest: • Planned Development 176 (PD -176) District • Single-family residential North: • PD -176 District • Single-family residential Northeast: • RD -5X • Gas well facility West: East: • PD -176 District • Neighborhood Residential 4 • Single-family residential (NR -4) District and an open space lot which ' ' • Single-family residential accommodates an electric and an open space lot owned transmission line and maintained by the homeowner's association Southwest: South: Southeast: • PD -176 District • Planned Development 111 • Planned Development 111 • Undeveloped, but the PD (PD -111) District (PD -111) District designates this area for • Single-family residential • Single-family residential commercial development and neighborhood amenity lot maintained by the homeowner's association COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: The subject property is adjacent to a future Primary Arterial roadway (FM2499) and abutting established single-family residential neighborhoods. The existing development surrounding the site is primarily is low density suburban, which is reflected in the zoning pattern. However, the capacity and regional connection associated with the future FM 2499 corridor indicates that commercial uses are appropriate on the subject site, provided that development is compatible with the nearby existing neighborhoods. NRMU District is a mixed-use district which permits moderate density residential and small-scale commercial uses. It is intended to provide day-to-day shopping and services which are typically found near residential neighborhoods. NRMU District permits retail, restaurant, and office uses, but with limitations on the size and intensity of potential development. Uses which could create nuisances, such as multi -family, vehicle repair, quick vehicle servicing, or drive-through facilities require a Specific Use Permit (SUP) or are not permitted. Therefore, NRMU District is appropriate in this location, as it would provide necessary commercial development with limitations to minimize potential impacts on adjacent residential areas. A comparison of the existing and proposed zoning districts is attached for reference. COMPREHENSIVE PLAN: Per the Denton Plan 2030, the Future Land Use designation of the subject property is Low Residential. Low Residential is intended for predominantly single-family neighborhoods, with lot sizes ranging from one acre or more in rural fringe areas to four units per acre gross density throughout many of the city's suburban subdivisions. Dwellings in Low Residential are generally one to two stories with private driveways and open space, consisting of privately -maintained tree canopy and front, back and side yards. Generally these types of single-family neighborhoods are developed as distinct subdivisions that are linked by internal circulation systems with limited access to major arterials. Although the requested district is not consistent with the Future Land Use designation, the adjacency to the future FM 2499 suggests that low-density residential is not appropriate in this location. CONSIDERATIONS: 1. The request is for an initial zoning of NRMU District to permit future commercial development on the site. Section 35.4.B of the DDC establishes the following criteria for approval: Per Section 35.3.3.A of the Denton Development Code (DDC), if a zoning change does not conform to the Future Land Use designation, then the request must be further evaluated in accordance with Section 35.3.3.B.3. The approval criteria includes an analysis of the existing surrounding land use pattern, the impacts of future development on surrounding property, the possible creation of an isolated zoning district unrelated to nearby districts, adequate provision of infrastructure, impacts on the environment, reasons as to why the property can't be used in accordance with existing zoning, and the character of the district. The subject property is situated between the future extension of FM 2499 and single-family residential neighborhoods. The east and south sides of the site abut existing, established neighborhoods with suburban character and low-density single-family residential land uses. The west side of the subject property provides 975 linear feet of frontage on the extension of FM 2499, which once complete, will become a significant regional corridor. The site's small size, limited access to adjacent neighborhoods, and substantial frontage on a Primary Arterial indicate it is unlikely that the subject property will develop with low- density residential uses, and commercial development is more likely to occur. However, any development must be sensitive to nearby residential neighborhoods, as large-scale development is not appropriate in this location, given the proximity to single-family dwellings. NRMU District would allow commercial development, but with limitations on permitted uses and building scale, reducing potential nuisances for nearby residents. Furthermore, any development contemplated for the site must comply with all buffer, screening, tree canopy, and light and glare requirements as outlined in Subchapter 13 of the DDC. The site's location, surrounded by residential development, separates the property from other commercial districts, potentially creating an isolated zoning district unrelated to nearby commercial zoning. However, as future development along FM 2499 is contemplated, additional property may attempt to rezone, thus eliminating the site's isolation. 2. As to infrastructure, a needs assessment, depending on the development, would be conducted at the time of platting and site plan submittal. Compliance with all transportation, drainage, and infrastructure requirements is mandatory with platting and development of the site. Furthermore, all proposed development must meet City requirements for tree preservation and other environmental impacts. STAFF RECOMMENDATION: Although the request is technically inconsistent with the Future Land Use designation, it is consistent with the overall goals of the Denton Plan 2030. Commercial development is appropriate in this location, given the frontage and access provided by the future FM 2499, a Primary Arterial. The proposed NRMU District permits commercial uses with limitations on development scale, thus minimizing potential conflicts and increasing compatibility with the nearby residential neighborhoods. Therefore, Staff recommends approval of the request. PUBLIC NOTIFICATION: To comply with the public hearing notice requirements, 35 notices were sent to property owners within 200 feet of the subject property, 116 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 hosted a neighborhood meeting to present the proposal to nearby residents. Those in attendance expressed concerns about the types of commercial uses that could be developed under the proposed zoning and the traffic impacts associated with development. Respectfully submitted: Richard Cannone, AICP Interim Planning Director Prepared by: Julie Wyatt Senior Planner Z17-0022 Site Location -1` 0 205 410 820 nmemvemuxnemiaveenmuxnemiavei . SITE COD R Feet u E Ien�vemuxnemiaveenmuxnemiavent , 3 � � — — Parcels ETJ CITY or NAA sit i20 j� DENTON Roads � C:Revellojpi riiei r Seiwlices • GIIS Date: 90201 the eCityYoffDentop and hpsve been made a dailablento the publichbased are the PablicminPormfat�on A�tct ThUe City of Denton/ should not eff rt Tolpreodu ceesnr7 or the 9nostpcoarent aridtaccu for informatPon posslble� No warPanties�hexpressetr7 or limphed, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of th is statement. I Z17-0022 Zoning Map HIL�LtSIU, w w � � o N o N GREEN SHADY LANE SITE g� p� �1�,�����"IVx"°pl�°°O�J, NR -2 �hpu��?m' NRMU`1 2 N {��Q- 0 205 410 820 Feet 5 e - Parcels NR -4 PD �oTY Roads ` N R M U RD -5X ��DENTON Detl6ello, irrii :I11rG Sew ces . GIIS Dat, 11,2/2017 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 legpal, enpineerinq 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 effort To produce and publish the most current and accurate in possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of this statement. Z17-0022 Future Land Use Map >ni e / 0� ,;dmiligli u) i; N INK1110 u OiU1 "'IVlluu aA' , On iffjJiww�ww IiJ,J1wuN0. . , e e • ° i�iiJ,l;i�uw'. � o ,moi � iiii,f;ww • ,, iiNOW iuu' ia"hf, »rl , ,n71ye ,o o�r';1n n�, l o e • e e � CiIDCA:M{IiFJ • O p O .• �, ,,,,,viii/// NAM 2181 NOW / e rf 4M om e // IBMumcme i i f��rrr e Low Residential /011 -411 q/- ofwmw e o /i, • DI11 u " e " o 1�,� ygir� , • e �I iiiii/i y li iX 41 O 0 • SITE Future Land Use community Mixed Use N WE 0 385 770 1,540 Fee` Parcels Low ResidentialGovernment/ Institutional "ai Moderate Residential Parks / Open Space coTY Roads Regional Mixed Use T11 ❑� _..4 DENTON C: Bevellojplriieir Selrvllce.e•cu Def,_ 9/8/2017 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 legpal, enpineerinq 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 effort To produce and publish the most current and accurate information possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization of th is map indicates understanding and acceptance of this statement. Permtited Use Comparison RD -5 NRMU Residential Uses Agriculture p p Livestock L(7) L(7) Single-family Dwellings p N Accessory Dwelling Units p N Attached Single-family Dwellings N L(40) Dwellings above Businesses N r' Live/Work Units p r' Duplexes N N Community Homes for the Disabled p p Group Homes ''M P `M P Multi -family Dwellings N SUP/L(4) Fraternity or Sorority House N `MP Dormitory N `M P Manufactured Housing Developments p N RD -5 NRMU Commercial Land Uses Home Occupation p p Sale of Products Grown on Site p N Hotels N r' Motels N N Bed and Breakfast L(10) F' Retail Sales and Service N L(17) Movie Theaters N N Restaurant N L(11) Private Club N L(11) Bar N L(11) Drive -Through Facility N SUP Professional Services and Offices N L(17) Quick Vehicle Servicing N $U P Vehicle Repair N N Auto and RV Sales N N Laundry Facilities N p Equestrian Facilities p N Outdoor Recreation ''M I1. Indoor Recreation N N Major Event Entertainment N N Commercial Parking Lots N N Administrative or Research Facilities 'M F' L(14) Broadcasting or Production Studio 'M F' L(14) Self -Service Storage N N Sexually Oriented Business N N RD -5 NRMU Industrial Land Uses Craft Alcohol Production N 4' Printing/Publishing N N Bakeries N L(21) Manufacture of Non -Odiferous Foods N N Feed Lots ''MP N Food Processing N N Light Manufacturing N N Heavy Manufacturing N N Wholesale Sales N N Wholesale Nurseries p N Distribution Center/Warehouse, General N N Warehouse, Retail N N Construction Materials Sales N N Junk Yards and Auto Wrecking N N Wrecker Services and Impound Lots N N Kennels L(14) N Veterinary Clinics p N Sanitary Landfills, Commercial Incineratiors, Transfer Stations N N Gas Wells L(27) L(27) RD -5 NRMU Institutional Land Uses Basic Utilities F' L(25) Community Service N p Parks and Open Space p p Churches p r' Semi -Public Halls, Clubs, and Lodges N p Business/Trade School N L(14) Adult or Child Day Care p p Kindergarten, Elementary School p p Middle School N r' High School N `M P Colleges N N Conference/Convention Centers N N Hospital N N Elderly Housing N p Medical Centers N p Cemeteries N N Mortuaries N N WECS L(41) 'M WECS L(42) 'MP The following define the limitations to zoning uses when the zoning matrix identifies a use as permitted, but limited L(1) = Accessory dwelling units are permitted, subject to the following additional criteria: 1. The proposal must conform with the overall maximum lot coverage and setback requirements of the underlying zone. 2. The maximum number of accessory dwelling units shall not exceed one (1) per lot. 3. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, and shall not exceed one thousand (1,000) sq. ft. GHFA unless the lot meets the requirements of L(1).5. 4. One (1) additional parking space shall be provided that conforms to the off-street parking provisions of this Chapter. 5. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, where the lot size is equal to or greater than ten (10) acres in size. An SUP is not required for such an accessory residential structure where the lot size is equal to or greater than ten (10) acres. 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 (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 (2) animals on parcels one (1) to three (3) acres in size. Additional animals may be added at a rate of one (1) per each acre over three (3). L(10) = All restrictions of L(8), but limited to no more than five (5) guest units. 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(13) = Uses are limited to no more than fifty-five thousand (55,000) square feet of gross floor area per lot. L(14) = Uses are limited to no more than ten thousand (10,000) square feet of gross floor area. 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(17) = Uses that exceed twenty-five thousand (25,000) square feet of gross floor area per use require approval of a SUP. L(21) = Bakery and bottling areas not to exceed two thousand five hundred (2,500) square feet. Sales on premises of products produced required in this zone. L(25) = If proposed use is within two hundred (200) feet of a residential zone, approval is subject to a Specific Use Permit. L(27) = Must comply with the provisions of Subchapter 89, Gas Well Drilling and Production. L(40) =Limited to a maximum twelve (12) units per acre. L(41) = Lots where the proposed WECS will be located shall have a minimum lot area of two (2) acres. A maximum of one (1) WECS is permitted by right. Multiple WECS are permitted only with approval of a SUP. L(42) = Building -mounted WECS may not extend higher than ten (10) feet above where the WECS is mounted on the building. The height shall be measured from the base of the WECS where it is mounted on the building to the highest point of the arc of the blades' elevation. If the WECS does not use blades, then height is measured from the base of the WECS where it is mounted on the building to the highest point of the WECS. RD -5 NRMU General Regulations Minimum Lot Area (square feet) 5 acres 2,500 Maximum Density 0.2 30 Maximum Lot Coverage 15% 80% Minimum Landscaped Area 75% 20% Maximum Building Height 65 feet 65 feet The following define the limitations to zoning uses when the zoning matrix identifies a use as permitted, but limited L(1) = Accessory dwelling units are permitted, subject to the following additional criteria: 1. The proposal must conform with the overall maximum lot coverage and setback requirements of the underlying zone. 2. The maximum number of accessory dwelling units shall not exceed one (1) per lot. 3. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, and shall not exceed one thousand (1,000) sq. ft. GHFA unless the lot meets the requirements of L(1).5. 4. One (1) additional parking space shall be provided that conforms to the off-street parking provisions of this Chapter. 5. The maximum gross habitable floor area (GHFA) of the accessory residential structure shall not exceed fifty (50) percent of the GHFA of the primary residence on the lot, where the lot size is equal to or greater than ten (10) acres in size. An SUP is not required for such an accessory residential structure where the lot size is equal to or greater than ten (10) acres. 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 (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 (2) animals on parcels one (1) to three (3) acres in size. Additional animals may be added at a rate of one (1) per each acre over three (3). L(10) = All restrictions of L(8), but limited to no more than five (5) guest units. 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(13) = Uses are limited to no more than fifty-five thousand (55,000) square feet of gross floor area per lot. L(14) = Uses are limited to no more than ten thousand (10,000) square feet of gross floor area. 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(17) = Uses that exceed twenty-five thousand (25,000) square feet of gross floor area per use require approval of a SUP. L(21) = Bakery and bottling areas not to exceed two thousand five hundred (2,500) square feet. Sales on premises of products produced required in this zone. L(25) = If proposed use is within two hundred (200) feet of a residential zone, approval is subject to a Specific Use Permit. L(27) = Must comply with the provisions of Subchapter 89, Gas Well Drilling and Production. L(40) =Limited to a maximum twelve (12) units per acre. L(41) = Lots where the proposed WECS will be located shall have a minimum lot area of two (2) acres. A maximum of one (1) WECS is permitted by right. Multiple WECS are permitted only with approval of a SUP. L(42) = Building -mounted WECS may not extend higher than ten (10) feet above where the WECS is mounted on the building. The height shall be measured from the base of the WECS where it is mounted on the building to the highest point of the arc of the blades' elevation. If the WECS does not use blades, then height is measured from the base of the WECS where it is mounted on the building to the highest point of the WECS. Z17-0022 Proposed Zoning Map HIL�LtSIU, CU w � � o N o N GREEN SHADY LANE SITE ...., Parcels o ��, NR -2 iuuotlii' NR -4 NRMU-12 PD N E e 0 205 410 820eet - �oTY Roads MEN NRMU RD -5X DENTON Detl6ello, irriiei rG Sew ces . GIIS Def,_ 10/30/2017 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 legpal, enpineerinq 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 effort To produce and publish the most current and accurate in possible. No warranties, expressed or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance of this statement. Z17-0022 Notification Map SITE N E 0 125 250 500 BERRITTERiiiiiiiiiiiiO Feet Parcels S 8 a _ - DENTON 11 Roads o,�, C.: ffevellojpiriieilf Seirvlices- IS Def,_ 10/29/2017 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 legpal, enpineerinq or surveying purposes but rather for reference purposes. These maps are the property of the City Denton have been to the the Public Information Act. The City Denton To the information No of and made available public based on of makes every effort produce and implied, are provided for the data herein, its use, or its interpretation. Utilization of th is map indicates understanding and acceptance of th is statement. publish most current and accurate possible. warranties, expressed or C CITY Development Services 0 1 t� DENTON 215 W. Hickory St., Denton, TX 76201 , (940) 349-8541 Response Form Project Nuniber ZI 7-0022 RD -5X to NRMU In order for your opiii ion to be counted, please complete and mail this forin to: City of Deiitoii Development Services Attie Julie Wyatt, Project Manager 215 W. Hickory St. Denton, TX 76201 You niav also email or fax a. cony toitilie.wya(tC,-i)c.iiiic)fdeiitoii-coiii or (940) 149-7707. Project Number Z17-0022 Please circle one: Ei In favor of request >/1.)Pposed to request >-J ... . ... . . . ........... Email Address: (-/I . 0'' J. 42c-'- I - ------ Physical Address of Property within 200 Feet: 3 — 7q 4. ---, 1111- -------- ... 7// — .. . ..... . . .... .. ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 �. .-... t. oFIIYVIV.. p nt Services c1Tv r� 215 W. Hickory St. Denton, TX 620Dev1- (940 �11, Ir y ) 349-8541 Response Form Project Number Z17-0022 RD -5X to NRMU In order for your opinion to be counted, please complete and mail this form to: City of Denton Development Services Attn: Julie Wyatt, Project Manager 215 W. Hickory St. Denton, TX 76201 You may also email or fax a . -Vy to julie.wvatt@citvofdenton.com or (940) 349-7707° Project Number Z17-0022 Please circle one: ❑ In favor of request Comments: Signature: Printed Na Street Add City, State Opposed to request II Phone Number: '-Al ,,,., Email Address: (IJ'i /'14W 1 61o C e 0r L '—qe_t AWc.m,C'�)�%14. Physical Address of Property within 200 Feet: N ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 MY Development Services OF DENTON 215 W. Hickory St., Denton, TX 76201 11, (940) 349-8541 Response Form Project Number 717-0022 RD -5X to NRMU Attn: Julie Wyatt, Project Manager 215 W. Hickory St. Denton, TX 76201 1 Mw Mw MM UUMI "M Mw MM "M -a -M "" 5�" MI am =M0 MI WWI MM MM MU Project Number Z17-0022 Please circle one: MZMT�� NM= wo/pposed to request -%� V Physical Address of Property within 200Feet: -F . ....... ku I - ---7 -Y ADVEMADEA www.cityofdenton.com TDD (800) 735-2989 Dewelopment Services . ....... . .... DENTON" on, TX 76201 a.,(4) 349-8541 Response Forin Project Number Z @7-0022 RD -5X to NRMIJ In ordu flor your qpiutpon to be couinted, pl", se counpete and nud � this fbrm to: of Denton Development Services Attn: JUlie Wyatt, Pro ect ll" anag 215 W. Hickory St. 1�76201 You mayako en,mil or faxa copy In J 'III ie,xm+y�attl"'(,Pcityofcic-ntori com ()r (940) 349-7707 Project Number Zi 7-0022 Please ChIrcle 011C. - "N' In favor of request Oppusedto request Corlinmentw. S i g u a It u re: Pirinted ume: f I 'I Street Address: City, State and Zip Code. ,Ql'lC`J�-------- Phone Nuimber: .... . ......... . Enumil Address: . . . ......... . . .... ........... .. Physical Address of Property wiChin 200 Feet:'�cl.. ___jKul�?( L—A ADA/EOEIADEA www.cityofdenton.com TDD (800) 735-2989 9405913625 CFR 03:45:35 p.m. 11-06-2017 1/1 M Development Services or° —....._. .� 215 W.._. N N Hickory St., Denton, TX 76201 • (940) 349-8541 Response Form Project Number Z 17-0022 RD -5X to NRMU H In order for your opinion to be counted, please complete and mail this form to: f f Denton Development Services Julie Wyatt, Project Manager. Hickory St.n,„ TX 76201 You may also email or fax a copy to julie.wyatincityofdenton:com or (940) 349-7707.. Project Number Z17-0022 Please circle one: o In Favor of request Comments: —Al yj�l Printed Name: s Street Address: be City, State and Zip Code: XOpposed to request I G Phone Number: - .... ... Email Address: Physical Address of Property within 200 Feet: JC A -e Gid G Ve ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 Development Services TON DEN —215 W. Hickory St., D --e -n t o —n, TX 76201e (940) 349-8541 Response Form Protect Nwiibei- Z17-0022 RD -5X to NRMU City of Denton Development Services Attn: Julie Wyatt, Project Managei- 215 W. Hickory St. Denton, TX 76201 YOU may also cinail or fax a copy tojulie.�N,yatt@cityofdui,.Cc,n.co.n oj� (940) 349-7707. IIIIIIIIIIIIIIIIIIIIII OM MM MMM =am MM IIIIIIIIIIII am MMM AMO OM Mmqv now MNM 01�0 "MO MM 1111111piIIIIIIIIIIIII Ono am HPIIIIIIIIIIIIIII fiIIIIIIIIIIIII Project Number Z17-0022 Please circle one® o In favor of i-eqLICSt \)®pposed to reqLICSt Comments: ii, 4 -AA k' -I vre "e -r -e - ccs ..................................r.Csn....-.- .... . . . .. C 9'-b'e�s'a cto' �'Ck — — - - ----------- - - - ----- - --- . . . . .. . .............. . fir, e . .... . ......... . . EmailAddress: Physical Address of Property within 200 Feet: A-5 ADA/EOE/AEA www.cityofdenton.com TDD (800) 735-2989 Z17-0022 Eastside at Oakmont Planning Division December 5, 2017 EN TN u, Hold a public hearing and consider a request for an initial zoning of Neighborhood Residential Mixed Use (NRMU) District on approximately 6 acres u, Generally located on the east side of the future FM 2499 alignment, approximately 1,400 feet south of Robinson Road Current zoning: RD -5X Proposed zoning: NRMU The proposed rezoning conforms to the Future Land Use element of the Denton Plan 2030. The proposed rezoning facilitates the adequate provision of transportation, water, sewer, schools, parks, other public requirements, and public convenience. u1 The following criteria apply when a request does not meet the FLU: u The existing land use pattern surrounding the property and the possible impact on existing or future development or uses that are in accordance with existing regulations. u The possible creation of an isolated district unrelated to adjacent and nearby districts. u The population density in order to facilitate the adequate provision of transportation, water, sewer, schools, parks, public convenience, and other public requirements. u The cost to the City and other governmental entities in providing, improving, increasing or maintaining public utilities, schools, streets and other public safety measures. u The possible impact on the environment, including but not limited to, drainage, soil erosion and sedimentation, flooding, air quality and water quantity. u Whether there are substantial reasons why the property cannot be used in accordance with existing zoning or that proposed by the Future Land Use Map u The action shall be made with reasonable consideration of the character of the district and its peculiar suitability for particular uses, and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the City. il1,,, Low Residential: Uilj Intent: Low density single-family neighborhoods (1 to 4 dwelling units per acre) Uilj Finding: The proposed zoning does not technically conform to Low Residential. pow Le'+v Ri,dential ,, Commun Mixed U. N0 IB. 0 mora Moderate Residential FM 2499 (Primary Arterial) � Mobility Plan: 6 -lane divided roadway � Currently under construction by TxDOT � Final design includes a noise attenuation wall on the southwest property line. o, 975 linear feet of frontage on the extension of FM 2499, a significant regional corridor Legend FutureArterial Arterial Roadway • Due to site size & location, unlikely to develop low-density residential uses • Commercial uses appropriate along primary arterials --FM 2499 will provide adequate visibility and access, but must consider nearby residential • NRMU is typically found near neighborhoods—provides day-to-day shopping • NRMU limits development scale and more intense commercial uses • Development must comply with all ESA, tree preservation, buffer, screening, tree canopy, lighting requirements iui,, 200 ft. Notices: 35 iuil, Responses to 200' Legal Notice: In Opposition: 5 (5%) In Favor: 0 Neutral: 0 iuil, 500 ft. Courtesy Notices: 116 M iuil, Staff recommended APPROVAL of the request: u Although the request is technically inconsistent with the Future Land Use designation, it is consistent with the overall goals of the Denton Plan 2030. n, Commercial development is appropriate in this location, given the frontage and access provided by the future FM 2499. n, NRMU District permits commercial uses with limitations on development scale, minimizing potential conflicts with the nearby residential neighborhoods. iuil, The Planning and Zoning Commission recommended approval of the request with the following Mixed Use Residential Protection Overlay restrictions Hotels and Bars are not permitted.