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Home My WebLink About2018-03-06 Agenda with BackupCit of Denton City Hall Y 215 E. McKinney St. Denton, Texas 76201 �'�, �u www.cityofdenton.com ��'��"�-�'� Meeting Agenda City Council Tuesday, March 6, 2018 1:00 PM Work Session Room & Council Chambers After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, March 6, 2018 at 1:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 1. Citizen Comments on Consent Agenda Items This section of the agenda allows citizens to speak on Consent Agenda Items only. Each speaker will be given a total of three (3) minutes to address any items he/she wishes that are listed on the Consent Agenda. A Request to Speak Card should be completed and returned to the City Secretary before Council considers this item. 2. Requests for clari�ication of agenda items listed on the agenda for March 6, 2018. 3. Citizen Comments on Ethics Related Work Session Renort Items The City Council has agreed to suspend the Rules of Procedure for citizen comment on Work Session Report Items related to an ethics ordinance. This section of the agenda allows citizens to speak on Work Session Report Items related to an ethics ordinance only. Each speaker will be given a total of three (3) minutes to address any item related to an ethics ordinance he/she wishes that are listed on the Work Session Report. A Request to Speak Card should be completed and returned to the City Secretary before Council considers this item. 4. Work Session Reports A. II) 18�333 Receive a report, hold a discussion, and give staff direction regarding a draft ethics ordinance from attorney Alan Bojorquez. Attachments: Exhibit 1- Acaenda Infarmatian Sheet Exhibit 2- Ethics ardinance Draft A Exhibit 3- autline and Schedule Exhibit 4- Presentatian B. II) 18�344 Receive a report, hold a discussion, and give staff direction regarding the FY 2016-17 Comprehensive Annual Financial Report and annual audit. Attachments: Exhibit 1- Aqenda Infarmatian Sheet Exhibit 2- FY 2016-17 CAFR Exhibit 3- Sinqle Audit Repart Exhibit 4 - Auditar's Cammunicatian Exhibit 5 - Auditar's Presentatian C. II) 18�3F�9 Receive a report, hold a discussion, and give staff direction regarding nominations and the Page 1 Printed on 3/5/2018 City Council Meeting Agenda March 6, 2018 appointment of a Member to the Board of Directors of the Denton County Transportation Authority to include a discussion on the composition of the existing Board of Directors. Attachments: Exhibit 1- AIS DCTA appointment 030618.docx Exhibit 2- DCTA letter dated �Iavember 14, 2017.pdf Exhibit 3 - Resalutian 2011-048.pdf Exhibit 4- ISR 2018-018. dated Februarv 16, 2018.pdf Exhibit 5- PP Presentatian date March 6, 2018.pdf 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. II) 18�345 Judy and Gene Gohlke Day B. II) 18�3F�1 Purple Heart City C. II) 18�415 New Horizons Senior Band 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 Publia 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. 1. II) 18�359 Robert Donnelly regarding Solid Waste. 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. page Z Printed on 3/5/2018 City Council Meeting Agenda March 6, 2018 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— G). 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— G 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. II) 18�1F�3 Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement with Innovative Transportation Solutions, Inc. For transportation services as set forth in the contract; and providing an effective date (RFQ 6610-Professional Service Agreement for transportation consultant services to Innovative Transportation Solutions, Inc., for a two year contract in the amount of $252,000, with three (3) one-year options to renew, for a not-to-exceed total award of $630,000). Council Mobility Committee recommends approval (2-0). Attachments: Exhibit 1- CC Aqenda Infarmatian Sheet.pdf Exhibit 2 - Cantract.pdf Exhibit 3 - ardinance. B. II) 18�289 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting all bids received under IFB 6621 - purchase of 138kv circuit breakers and maintenance parts - pursuant to section 252.043 (�, Local Government Code; authorizing the City Manager, or his designee, the authority to enter into a contract with the Lower Colorado River Authority, through an Interlocal Cooperative Purchasing Program participation agreement pursuant to section 271.102 of the Texas Local Government Code, for the purchase of high voltage circuit breakers for Denton Municipal Electric; providing for the expenditure of funds therefor; providing an effective date (File 6621-Interlocal Cooperative Purchasing Program participation agreement for the purchase of electrical equipment with the Lower Colorado River Authority awarded to Siemens Industry, Inc. In the not to exceed amount of $2,200,000). The Public Utilities Board recommends approval (7-0). Attachments: Exhibit 1- CC Aqenda Infarmatian Sheet.pdf Exhibit 2 - Pricinq Tabulatian.pdf Exhibit 3 - LCRA Cantract.pdf Exhibit 4 - Technical Drawina.bdf Exhibit 5 - Praiected Circuit �reaker �Ieeds.pdf Exhibit 6 - ardinance.pdf Page 3 Printed on 3/5/2018 City Council C. II) 18�325 Attachments: D. II) 18�32F� Attachments E. II) 18�328 Attachments: Meeting Agenda March 6, 2018 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract through the Buy Board Cooperative Purchasing Network Contract# 521-16 for the acquisition of one (1) Altec model AM60 Articulating Over-center Aerial truck for $236,005 and one (1) Altec model TA60 Articulating Telescopic Aerial truck for $236,948 for the Denton Municipal Electric Distribution Depariment; providing for the expenditure of funds therefor; and providing an effective date (File 6739 - awarded to Freightliner of Austin, in the amount of $472,953). The Public Utilities Board recommends approval (7-0). Exhibit 1- CC Aqenda Infarmatian Sheet.pdf Exhibit 2 - Tabulatian � Quates Exhibit 3- Sinqle Saurce Mema.pdf Exhibit 4 - ardinance.pdf Consider adoption of an ordinance authorizing the City Manager, or his designee, to execute a Donation Agreement with Denton Independent School District ("DISD"), a political subdivision of the State Of Texas, in compliance with Ordinance 2008-113; authorizing the donation of two (2) patrol cars to the DISD for use in its Law Enforcement Technology Program; authorizing the donation of the equipment with an estimated value greater than five hundred dollars ($500); and providing an effective date (File 6656-Donation Agreement with Denton Independent School District). Exhibit 1- CC Aaenda Infarmatian Sheet.bdf Exhibit 2 - Danatian Aqreement.pdf Exhibit 3 - ardinance.pdf Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Texas Filmmakers Corporation for the sponsorship of the Thin Line Festival; providing for the expenditure of funds therefor; and providing for an effective date. ($5,000) The Public Utilities Board recommends approval (6-1). Exhibit 1- Aqenda Infarmatian Sheet.pdf Exhibit 2 - Resalutian R2017-050.pdf Exhibit 3 - ardinance.pdf Exhibit 4 - Spansarship Applicatian.pdf F. II) 18�332 Consider adoption of an ordinance of the City of Denton, Texas providing for the schedule of miscellaneous fees, deposits, billings and procedures for administrative services to city utilities customers contained in Ordinance No. 2016-276; amending the provisions of the account connection and reconnection charges; amending the provisions of the miscellaneous fees, charges and deposits; providing for a repealer; providing for a severability clause; providing for an effective date. The Public Utilities Board recommended approval (6-0). Page 4 Printed on 3/5/2018 City Council Meeting Agenda March 6, 2018 Attachments: G. II) 18�384 Attachments: Exhibit 1- Aqenda Infarmatian Sheet.pdf Exhibit 2- Trilliant Technical �rief an SecureMesh Radia Frequency Safety.pdf Exhibit 3 - ardinance.pdf Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract through the Buy Board Cooperative Purchasing Network Contract #516-16 for the acquisition of one (1) Low Boy Trailer for the Streets Depariment; providing for the expenditure of funds therefor; and providing an effective date (File 6714 - awarded to Holt Texas, LTD, dba Holt Truck Center, in the amount of $82,610.82). Exhibit 1- Aqenda Infarmatian Sheet.pdf Exhibit 2- Tabulatian and Quates.pdf Exhibit 3 - ardinance.pdf 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. A17�OOOF�c Conduct the first of two readings of an ordinance of the City of Denton for a voluntary annexation of approximately 0.30 acres of land generally located on the east side of Old Alton Road, south of the intersection of Old Alton Road and Teasley Lane by the City of Denton, Texas. Attachments: Exhibit 1- Aqenda Infarmatian Sheet B. II) 18�31F� Attachments: C. II) 18�331 Attachments: Exhibit 2- Site Lacatian Map Exhibit 3 - Zaninq Map Exhibit 4 - Staff Presentatian Exhibit 5 - Draft ardinance Consider nominations/appointments to the City's Boards and Commissions: Human Services Advisory Committee and Public Art Committee. Exhibit 1- Aqenda Infarmatian Sheet Consider adoption of an ordinance of the City of Denton, Texas, a Texas home-rule municipal corporation, for partial approval of a pre-qualified professional services list for project management, Development Services, Roadways, and Traffic Signals and Street Lighting Design Services; and providing an effective date (RFQ 6590). Exhibit 1- CC Aaenda Infarmatian Sheet.bdf Exhibit 2- Qualified Firm Rankinq.pdf Exhibit 3 - ardinance.pdf Exhibit 4 - Presentatian.pdf 6. PUBLIC HEARINGS A. Z18�OOOlb Hold a public hearing and consider adoption of an ordinance regarding an amendment to the Rayzor Ranch Overlay District to provide standards and criteria for the residential development within the Rayzor Ranch Marketplace Residential Area. The Rayzor Ranch Marketplace Residential Area includes approximately 40.7 acres generally located on the Page 5 Printed on 3/5/2018 City Council Meeting Agenda March 6, 2018 west side of North Bonnie Brae Street, approximately 1,400 feet north of West University Drive (US 380) in the City of Denton, Denton County, Texas. (Z18-OOOlb, Rayzor Ranch Marketplace Residential, Hayley Zagurski). Attachments: Exhibit 1- Aqenda Infarmatian Sheet Exhibit 2 - Staff Analysis Exhibit 3- Site Lacatian Map Exhibit 4- Exisitnq Zaninq Map Exhibit 5- Future Land Use Map Exhibit 6- Prapased averlay Amendments and Exhibit C-4 Exhibit 7-�Iatificatian Map and Respanses Exhibit 8 - Presentatian Slides Exhibit 9- Draft Planninq and Zaninq Cammissian Meetinq Minutes Exhibit 10 - Draft ardinance B. Z17�0027b Hold a public hearing and consider adoption of an ordinance to rezone approximately 2 acres from a Neighborhood Residential Mixed Use 12 (NRMU-12) District to a Community Mixed Use General (CM-G) District. The subject property is located at 1101 W. University Drive, in the City of Denton, Denton County, Texas (Z17-0027b, Pecan Creek Crossing, Shandrian Jarvis Ugwoke). The Planning and Zoning Commission voted 6-0 to approve the request. Attachments: Exhibit 1- Aqenda Infarmatian Sheet Exhibit 2 - Staff Analysis Exhibit 3 - Aerial Mab Exhibit 4 - Zaninq Map Exhibit 5- Future Land Use Map Exhibit 6- Prapased Zaninc� Map Exhibit 7- Camparisan af Permitted Use Exhibit 8-�Iatificatian Map and Respanses Exhibit 9 - Zaninq ardinance Exhibit 10 - Planninq � Zaninq Cammissian Minutes Exhibit 11 - Presentatian Slides 7. CONCLUDING ITEMS Page 6 Printed on 3/5/2018 City Council Meeting Agenda March 6, 2018 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 ineeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the day of , 2018 at o'clock (a.m.) (p.m.) CITY SECRETARY NOTE: THE CITY OF DENTON CITY COUNCIL WORK SESSION ROOM AND COUNCIL CHAMBERS ARE ACCESSIBLE 1N ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE SIGN LANGUAGE 1NTERPRETERS FOR THE HEARING IMPAIRED IF REQUESTED AT LEAST 48 HOURS 1N 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 1NTERPRETER CAN BE SCHEDULED THROUGH THE CITY SECRETARY'S OFFICE. page � Printed on 3/5/2018 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� Legislation Text File #: ID 18-333, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding a draft ethics ordinance from attorney Alan Bojorquez. City of Denton Page 1 of 1 Printed on 3/2/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City of Denton _ . City Ha11 �� 5 215 E. McKinney Street tiY �"� �� " Denton, Texas www. cityo fdenton. com DEPARTMENT: CM/ DCM/ ACM: DATE: AGENDA INFORMATION SHEET City Manager's Office Bryan Langley March 6, 2018 SUBJECT Receive a report, hold a discussion, and give staff direction regarding a draft ethics ordinance from attorney Alan Bojorquez. BACKGROUND The process for the creation of an ordinance is to hold an estimated seven (7) meetings from December 2017 to March 2018. The City Council held a series of five (5) meetings from December 2017 to February 2018 to discuss various elements of an ethics ordinance and to provide direction in the creation of an ethics ordinance. This meeting is a review the first draft of an ethics ordinance and a public hearing in scheduled to be held on the March 20 City Council meeting. As directed, staff has drafted the agenda to allow for Council to suspend the Rules of Procedures to provide an opportunity for public comment at Work Sessions where the ethics ordinance will be discussed. Included as Exhibit 2 is a draft ethics ordinance based on the feedback that staff has received during the prior City Council meetings. A presentation will be sent to City Council early next week. ESTIMATED SCHEDULE OF PROJECT Based on the proposed schedule, the drafting of an ethics ordinance could be completed by March 20, 2018 depending upon City Council discussion and direction. PRIOR ACTION/REVIEW (Council, Boards, Commissions) November 14, 2017- City Council directed staff to hire attorney Alan Bojorquez. December 5, 2017- The first meeting with attorney Alan Bojorquez was held. December 19, 2017- The second meeting with attorney Alan Bojorquez was held. January 27, 2018- The third meeting with attorney Alan Bojorquez was held. February 6, 2018- The fourth meeting with attorney Alan Bojorquez was held. February 20, 2018- The fifth meeting with attorney Alan Bojorquez was held. FISCAL INFORMATION The estimated cost based on the current schedule is approximately $28,000. Any additional meetings would be at a cost of $4,000 each and not-to-exceed $40,000 total. 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- Ethics Ordinance Draft "A" Exhibit 3- Outline and Schedule Respectfully submitted: Bryan Langley Deputy City Manager Prepared by: Charlie Rosendahl Management Analyst � � � �� ,� a �� a a �� I ;� � ��I �� 'lll �illll �j � ■ City of Denton's Code of Ethics City Council Work Session Tuesday, March 6, 2018 Discussion Item: Draft Ethics Ordinance Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 1 l. I�ra�ft I�ocum�r�t: The following material represents a rough draft-in progress, which was prepared for discussion purposes; only, and is subject to modification following public notice and public hearings. Specific language will not be considered final until duly approved by a majority of the City Council at a properly-posted public meeting. 2. 'I`r�ir�ir��: Prior to commencing the drafting process, the City Council completed two (2) hours of formal training on state ethics laws and common components of municipal ethics policies in Texas. 3. �ro��l S�m�lir��: The contents of this draft was selected from a sampling of more than nineteen (19) municipal ethics policies from across Texas. 4. �"or��r��u�: This document represents the consensus of preferences expressed by the City Council over a period of four (4) public work sessions, which were broadcasted. Altogether, the work sessions exceeded ten (10) hours of deliberations. 5. ��t Pr�c�ic��: Where there were gaps or omissions in the feedback or direction provided by the City Council thus far, the editor inserted recommendations that reflect Best Practices in the field of Municipal Ethics, solely at the editor's discretion. 6. A��lic�laility: This Code of Ethics was drafted to apply to the Mayor, City Council, P&Z, ZBA, Department Heads, and Vendors. It is anticipated that a similar set of rules will be adopted subsequently for other employees. 7. �"o�lific��ior�. It is anticipated that certain non-substantive, grammatical and formatting edits will be made after (or just before) final adoption to make the Code of Ethics consistent with the broader Code of Ordinances. Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 2 TABLE OF CONTENTS I�IVISIO1�d 1. �E1�dEl�L ...............................................................................................................4 Sec. 3-105. Authority ......................................................................................................................4 Sec. 3-106. Purpose .........................................................................................................................4 Sec. 3-107. Applicability .................................................................................................................4 Sec. 3-108. Definitions ....................................................................................................................5 Sec. 3-109. Cumulative & Non-Exclusive ......................................................................................6 I�IVISIOl�ai 2. 12ULES OF' �O1�aiI�U�'I' ..........................................................................................6 Sec.3-110. Expectations ..................................................................................................................6 Sec.3-111. Mandates .......................................................................................................................7 Sec.3-112. Prohibitions ...................................................................................................................7 V S P� 3. P�T'AT' P� ..........................................................................................12 Sec. 3-113. Staffing .......................................................................................................................12 Sec. 3-114. Legal Counsel .............................................................................................................12 Sec. 3-115. Training ......................................................................................................................12 Sec. 3-116. Board of Ethics ...........................................................................................................12 Sec. 3-117. Advisory Opinions ......................................................................................................13 Sec.3-118. Complaints ..................................................................................................................14 Sec. 3-ll9. Preliminary Assessment .............................................................................................16 Sec. 3-120. Meetings .....................................................................................................................16 Sec.3-121. Disposition ..................................................................................................................17 Sec. 3-122. Reconsideration ..........................................................................................................19 Sec. 3-123. Lobbyists [reserved] ...................................................................................................19 Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 3 rn �➢�'�� `6 �� ` 1 � �� C�: /s I" I�: I�� .�Is I 1\I I I 1►�� I�-1�-��s�-1� �!� , ,. DIVISION 1. GENERAL 5�� 3-105m Auth�ri� This Article is enacted pursuant to the authority granted to the City under Section _ of the Charter. 5�� 3-1Q6m Purp�s� The purpose of this Article is to foster an environment of integrity for those that serve the City of Denton and our citizenry. The City Council enacted this Article in order to increase public confidence in our municipal government. It is the policy of the City that all City Officials and employees shall conduct themselves in a manner that assures the public that we are faithful stewards of the public trust. City Officials have a responsibility to the citizens to administer and enforce the City Charter and City Ordinances in an ethical manner. To ensure and enhance public confidence in our municipal government, each City Official must strive not only to maintain technical compliance with the principles of conduct set forth in this Article, but to aspire daily to carry out their duties objectively, fairly, and lawfully. It is not the purpose of this Article to provide a mechanism to defame, harass or abuse their political opponents, or publicize personal grudges. . ,, This Article applies to the following persons: (a) City Officials; (b) Former City Officials whose separation from city service occurred less than two (2) years ago; (c) Vendors; and (d) Complainant(s). Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 4 The following words, terms and phrases, when used in this chapter, shall have the meanings ascribed to them in this section, except where the context clearly indicates a different meaning: Accepted Complaint: a sworn allegation of a violation of this Article after the required documentation has been submitted to the City Auditor and determined to be administratively complete. Accused: a City Official who has been charged in a Complaint with having violated this Article. Actionable Complaint: an Accepted Complaint that has been deemed by a Panel to contain allegations and evidence that, if accepted as true, would support a finding that a violation of this Article occurred. Advisory Opinions: written rulings regarding the application of this Article to a particular situation or behavior. Article: the Code of Ethics for the City of Denton. Baseless Complaint: a Complaint that does not allege conduct that would constitute a violation of this Article, or that does not provide evidence that, if true, would support a violation of this Article. Board of Ethics: the oversight entity established by the Council to administer this Article. Candidate: a person who has filed an application for a place on a ballot seeking public office, or one who has publicly announced the intention to do so. City: the City of Denton in the County of Denton and State of Texas. City Auditor: the person appointed to serve in the capacity provided for by Section 6.04 of the Code. City Official: for purposes of this Article, the term consists of the Council Members, City Manager, City Secretary, City Attorney, Chief of Police, Department Heads, Planning and Zoning Commission Members, and Board of Adjustment Members. Code: the Code of Ordinances of the City of Denton, Texas, as such Code may be amended from time to time. Complainant: the human individual who submitted a Complaint to the City. Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 5 Complaint: written documentation submitted to the City accusing a City Official of violating this Article. Confidential Information: any written information that could or must be excepted from disclosure pursuant to the Texas Public Information Act, if such disclosure has not been authorized; or any non-written information which, if it were written, could be excepted from disclosure under that Act, unless disclosure has been authorized. Council: the governing body of the City of Denton, Texas, including the Mayor and City Council Members. Department Heads: the City Manager, City Secretary, City Attorney, City Auditor, Chief of Police, Fire Chief, and those other persons designated under the Code. Frivolous Complaint: a sworn Complaint that is groundless and brought in bad faith or groundless and brought for the purpose of harassment. Panel: an ad hoc subcommittee of the Board of Ethics consisting of three (3) members assigned by the Chairperson on a rotating basis. Person: associations, corporations, firms, partnerships and bodies politic and corporate, as well as to individuals. Shall: a mandatory obligation, not a permissive choice. Special Counsel: an independent, outside attorney engaged by the City to advise the City as an organization and/or the Board of Ethics. Vendor: a person who provides or seeks to provide goods, services, real property to the City in exchange for compensation. 5�� 3-109m �urnulati�� N�n-Ex�lu�i�� This Article is cumulative of and supplemental to all applicable provisions of the City Charter, other City Ordinances, and State/Federal laws and regulations. Compliance with this Article does not excuse or relieve any person from any obligation imposed by any other Rule. Attempts to enforce this Article shall be construed as foreclosing or precluding other enforcement options provided by other law. Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 6 DIVISION 2. RULES OF CONDUCT 5�� 3-110m Exp��tati�n� (a) City Officials are expected to conduct themselves in a manner that fosters public trust. (b) City Officials are charged with performing their public duties in a way that projects their own personal integrity and upholds the integrity of the organization. (c) City Officials must avoid behavior that calls their motives into question and erodes public confidence. (d) City Officials shall place the municipality's interests and the concerns of those the City serves above personal, individual interests. (e) Those who serve the City are expected to value honesty, trustworthiness, diligence, objectivity, fairness, due process, efficiency, and prudence as values the City professes. (f) City Officials must balance transparency with the duty to protect personal privacy and preserve the confidential information with which the City has been entrusted. 5�� 3-111m l�Ian�at�� (a) Duty to Report. City Officials shall immediatelyreportanyconductthattheperson knows to be a violation of this Article. Failure to report a violation of this Chapter is a violation of this Article. For purposes of this section, a report made to the Fraud, Waste or Abuse hotline shall be considered to be a report under this Section. (b) Financial Disclosures. All Candidates for City Council, including Candidates for Mayor, shall file financial information reports as required by, and in accordance with, State law. All prospective Vendors and City Officials shall file disclosure forms as required by, and in accordance with, State law. (a) Conflicts of Interest. (1) Deliberation Prohibited. It shall be a violation of this Code for a City Official to knowingly deliberate regarding a pending matter for which the City Official has a Conflicting Interest. City Officials with a Conflicting Interest in a pending matter must recuse themselves and abstain from Deliberations. It is an exception to this recusal requirement if a majority of the Board or Commission on which the City Official serves is composed of persons who are likewise required to file (and who do file) disclosures on the same pending matter. Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 7 (2) Disclosure Required. If a City Official has a conflicting interest in a pending matter, the City Official shall disclose the nature of the conflicting interest by filing a sworn statement with the City Auditor. (3) Definitions. For purposes of this Article, these terms are defined as follows: (A) Business Entity: a sole proprietorship, partnership, firm, corporation, holding company, joint-stock company, receivership, trust, or any other entity recognized by law. (B) ConfZicting Interest: a stake, share, or involvement in an undertaking in the form of any one (1) or more of the following: (1) ownership of five percent (5%) or more voting shares or stock in a business entity; (2) receipt of more than six-hundred dollars ($600.00) in gross annual income from a business entity; (3) ownership of more than six-hundred dollars ($600.00) of the fair market value of a business entity; (4) ownership of an interest in real property with a fair market value of more than six-hundred dollars ($600.00); (5) serves on the Board of Directors or as an Officer of a business entity; and/or (6) serves on the Board of Directors or as an Officer of a nonprofit corporation. A City Official is considered to have a Conflicting Interest if the City Official's relative has a conflicting interest. The term Conflicting Interest does not include ownership of an interest in a mutual or common investment fund that holds securities or assets unless the City Official participates in the management of the fund. (C) Deliberations: discussions at the dais, voting as a Member of the Board or Commission, presentations as a member of the audience before any City Board or Commission, conversing to corresponding with other City Officials. (D) Relative: a family member related to a City Official within one (1) degree of affinity (marriage) or consanguinity (blood or adoption). (E) Pending Matter: an application seeking approval of a permit or other form of authorization required by the City, State or Federal law; a proposal to enter into a contract or arrangement with the City for the provision of Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 8 goods, services, real property or other things of value; a case involving the City that is (or is anticipated to be) before a civil, criminal or administrative tribunal. (b) Gifts. (1) General. It shall be a violation of this Article for a City Official to accept any gift that might reasonably tend to influence such Officer in the discharge of official duties. (2) Specific. It shall be a violation of this Article for a City Official to accept any gift for which the fair market value is fifty dollars ($50.00) or greater. It shall be a violation of this Article for a City Official to accept multiple gifts from a single source for which the cumulative fair market value exceeds two-hundred dollars ($200.00) in a single fiscal year. (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to a City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two-hundred dollars ($200.00) per a single fiscal year. (4) Definition of Gift. Anything of monetary value, such as personal property, real property, services, meals, entertainments, and travel expenses. This definition shall not apply to: (A) a lawful campaign contribution; (B) meals, lodging, transportation and related travel expenses paid for (or reimbursed by) the City in connection with the City Official's attendance at a conference, seminar or similar event; (C) meals, lodging, transportation, or entertainment furnished in connection with public events, appearances or ceremonies related to official City business, if furnished by the sponsor of such public events; (D) complimentary copies of trade publications and other related materials; (E) attendance at hospitality functions at local, regional, state or national association meetings and/or conferences; (F) any gift which would have been offered or given to the City Official because of a personal, familial professional relationship regardless of the City Official's capacity with the City; (G) tee shirts, caps and other similar promotional material; (H) complimentary attendance at political or charitable fund raising events. Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 9 (c) Outside Employment. (1) Applicability of Section. This subsection applies to the following City Officials: City Manager, City Secretary, City Attorney, Chief of Police, and Department Heads. (2) Prohibition. It is a violation of this Article for a City Official covered by this subsection to solicit, accept, or engage in concurrent outside employment which could reasonably be expected to impair independence of judgment in, or faithful performance of, official duties. (3) Disclosure and Consent. It is a violation of this Article for the City Officials covered by this subsection to accept employment from any Person other than the City without first disclosing the prospective employment arrangement in writing to the City Manager and receiving the City Manager's written consent. (4) Disclosure and Consent- City Manager. It is a violation of this Article for the City Manager to accept employment from any Person other than the City without first disclosing the prospective employment arrangement in writing to the Mayor and receiving the Mayor's written consent. (d) Representation of Others. (1) Current City Officials. It shall be a violation of this Article for a City Official to represent for compensation any person, group, or entity before the City. For purposes of this subsection, the term compensation means money or any other thing of value that is received, or is to be received, in return for or in connection with such representation. (2) Former City Officials. It shall be a violation of this Article for a City Official to represent for compensation any person, group, or entity before the City for a period of two (2) years after termination of official duties. For purposes of this subsection, the term compensation means money or any other thing of value that is received, or is to be received, in return for or in connection with such representation. (e) Improper Influence. It shall be a violation of this Article for a City Official to use such person's official title/position to: (1) secure special privileges or benefits for such person or others; (2) grant any special consideration, treatment or advantage to any citizen, individual, business organization or group beyond that which is normally available to every other citizen, individual, business organization or group; (3) assert the prestige of the official's or employee's City position for the purpose of advancing or harming private interests; (4) state or imply that the City Official is able to influence City action on any basis Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 10 other than the merits; and (5) state or imply to state or local governmental agencies that the City Official is acting as a representative of the City, as an organization, or as a representative of the City Council without first ha�ing been authorized by the City Council to make such representation. (f� Misuse of Information. (1) Personal Gain. It shall be a violation of this Article for a former City Official or former Employee to use any confidential information to which he had access by virtue of his official capacity and which has not been made public concerning the property, operations, policies, or affairs of the City, to advance any personal financial interest. (2) Confidential Information. It shall be a violation of this Article for a City Official to intentionally, knowingly, or recklessly disclose any confidential information gained by reason of said Official's or Employee's position concerning the property, operations, policies or affairs of the City. This rule does not prohibit the reporting of illegal or unethical conduct to authorities designated by law. (g) Abuse of Resources. It shall be a violation of this Article for a City Official to use, request, or permit the use of City facilities, personnel, equipment, software, supplies, or staff time for private purposes (including political purposes), except to the extent and according to the terms that those resources are generally available to the City Council for official City purposes. (h) Abuse of Position. It shall be a violation of this Article for any City Official to: (1) Harassment & Discrimination. Use the official's position to harass or discriminate against any person based upon ethnicity, race, gender, gender identity, sexual orientation, marital status, parental status, or religion. (2) Interference. Interfere with any criminal or administrative investigation alleging the violation of any provision of this Article, the City Charter, administrative policy or executive order in any manner, including but not limited to seeking to persuade or coerce City employees or others to withhold their cooperation in such investigation is a violation of this Article. (i) Subsequent Work on Prior Projects. It shall be a violation of this Article for any former City Official, within two (2) years of the cessation of official duties for the City, to perform work on a compensated basis relating to a City contract or arrangement for the provision of goods, services, real property or other things of value, if while in City service the former City Official personally and substantially participated in the negotiation, award or administration of the contract or other arrangement. Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 11 DIVISION 3. IMPLEMENTATION 5�� 3-113m Staf�in� The City Auditor's Office shall be responsible to provide staff support to the Board of Ethics to assist in the implementation and enforcement of this Article. The degree of support required shall be at the discretion of the City Auditor. �. , (a) City Attorney. The City Attorney shall provide legal support to the Board of Ethics. (b) Special Counsel. Independent, outside legal services shall be engaged by the City Attorney on the City's behalf to provide legal support to the Board of Ethics when: (1) in the City Attorney's discretion it is necessary in order to comply with the Texas Disciplinary Rules of Professional Conduct (for lawyers), or is in the best interest of the City; or (2) when the City Council deems Special Counsel is necessary. 5�� 3-115m Trainin� (a) Curriculum. The City Auditor shall approve a training program that provides an introduction and overview of the expectation, mandates and prohibitions provided for by this Article. (b) Orientation. City Officials shall complete training session regarding this Article within ninety (90) days of commencing the official duties. (c) Annual. City Officials shall complete an annual training session regarding this Article. (d) Exiting Ofiicials. Information shall be provided to City Officials terminating City service regarding the continuing restrictions on the representation of others by certain former City Officials. (a) Creation. There is hereby created a Board of Ethics for the City of Denton. (b) Appointment. The Board of Ethics shall be appointed by majority vote of the City Council. (c) Number. The Board of Ethics shall consist of seven (7) regular members. (d) Terms. Board of Ethics members (regular and alternates) shall be appointed for two (2) year, staggered terms. Members may be reappointed for successive terms. Appointment to fill a vacancy shall be for the remainder of the unexpired term. Members of the inaugural Board of Ethics shall draw straws to determine which three (3) members shall receive an initial term of one (1) year in order to stagger terms. Bojorquez Law Firm, PC �O Worksheet: Module #5 for the City of Denton, Texas Draft "A" of the Code of Ethics March 6, 2018 page 12 (e) Eligibility. Membership on the Board of Ethics is limited to residents of the City of Denton. Preference in appointments shall be given to professionals such as attorneys, doctors, teachers, pastors, mediators, retired jurists, licensed professional counselors, and those with licenses demonstrating high levels of education or master craftsmanship in the building trades. (f) Ineligibility. The following shall disqualify a person from serving on the Board of Ethics: (1) current service as a City Official; (2) separation from city service as a City Official within two (2) years of the appointment; (3) familial relations within the first (lst) degree of affinity (marriage), or the first (1 st) degree of consanguinity (blood or adoption); (4) current service as an elected official in Denton County; and / or (5) conviction of a felony, or crime of moral turpitude. (g) Alternates. Alternate members of the Board of Ethics shall attend meetings only upon requested by the City Auditor's Office. The role of an alternate is to participate in meetings of the Board of Ethics as a replacement for a regular member who is absent or abstaining. (h) Scope of Authority. The Board of Ethic's jurisdiction shall be limited to implementation and enforcement of this Article. (i) Amendments. The Board of Ethics may recommend amendments to this Article. A recommendation from the Board of Ethics is not required for the City Council to exercise its discretion in amending this Article. (a) Requests. Any City Official may request an Advisory Opinion on a question of compliance with this Article. Requests shall be submitted in writing to the City Auditor, who shall assign the request to a Panel. (b) Issuance. A Panel of the Board of Ethics shall issue Advisory Opinions upon request. Advisory Opinions shall be issued within thirty (30) days of receipt of the request. (c) Reliance. It shall be an affirmative defense to a Complaint that the Accused reasonably relied in good faith upon an Advisory Opinion. In making a determination on the proper disposition of a Complaint, the Board of Ethics may dismiss the Complaint if the Board finds that: (1) the Accused requested an Advisory Opinion; (2) the request for an Advisory Opinion fairly and accurately disclosed the relevant facts; and Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 13 (3) less than five (5) years elapsed between the date the Advisory Opinion was issued and the date of the conduct in question. �.Y�►�fF.� � i��'TiTii�1�'i�i _ (a) Complainants. Any person who has first-hand knowledge that there has been a violation of this Article may allege such violations by submitting a Complaint. The persons who may submit Complaints includes (but is not limited to) the City Auditor and members of the Board of Ethics. (b) Form. Complaints shall be written on, or accompanied by, a completed form promulgated by the City Auditor. (c) Contents. A Complaint filed under this section must be in writing and under oath and must set forth in simple, concise, direct statements and must state: (1) the name of the Complainant; (2) the street or mailing address, email address, and the telephone number of the Complainant; (3) the name of each person Accused of violating this Article; (4) the position or title of each person Accused of violating this Article; (5) the nature of the alleged violation, including (whenever possible) the specific provision of this Article alleged to have been violated; (6) a statement of the facts constituting the alleged violation and the dates on which or period of time in which the alleged violation occurred; and (7) all documents or other material available to the Complainant that are relevant to the allegation. (d) Violation Alleged. The Complaint must state on its face an allegation that, if true, constitutes a violation of this Article. (e) Affidavit. A Complaint must be accompanied by an affidavit stating that the Complaint is true and correct or that the Complainant has good reason to believe and does believe that the facts alleged constitute a violation of this Article. The Complainant shall swear to the facts by oath before a Notary Public or other person authorized by law to administer oaths under penalty of perjury. (f) Limitations Period. To be accepted, a Complaint must be brought within six (6) months of the Complainant becoming aware of the act or omission that constitutes a violation of this Article. A Complaint will not be accepted more than two (2) years after the date of the act or omission. (g) Filing. Complaints shall be submitted to the City Auditor. Submission of Complaints may be made by hand delivery, by U.S. Mail, or email directed to an email address publicly listed by the City Auditor. Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 14 (h) Acceptance of Complaint. Within five (5) business days of receiving a Complaint, the City Auditor shall determine if it is administratively complete, and timely. (1) Administratively Complete. A Complaint is administratively complete if it contains the information described above. If the Complaint is administratively complete, the City Auditor shall proceed as described in this Article. If the Complaint is incomplete the City Auditor shall send a written deficiency notice to the Complainant identifying the required information that was not submitted. The Complainant shall have ten (10) business days after the date the City Auditor sends a deficiency notice to the Complainant to provide the required information to the City Auditor, or the Complaint is automatically deemed abandoned and may not be processed in accordance with this Article. Within five (5) business days of a Complaint being abandoned, the City Auditor shall send written notification to the Complainant and the Accused. (2) Timely. To be timely, a Complaint must be brought within six (6) months of the Complainant becoming aware of the act or omission that constitutes a violation of this Article. A Complaint will not be accepted more than two (2) years after the date of the act or omission. (i) Notification of Acceptance. Within five (5) business days of determining that a Complaint is administratively complete, the City Auditor shall send a written notification of acceptance to the Complainant, the Accused, and the City Attorney. For purposes of this provision, a Complaint shall be considered Accepted when the City Auditor has deemed the submittal administratively complete, and timely. (j) Confidentiality. A Complaint that has been submitted to the City is hereby deemed confidential until such time as the Complaint is either dismissed or placed on an agenda for consideration by the Board of Ethics in accordance with this Article. The confidentiality created by this Article includes the fact that a Complaint was submitted and the contents of that Complaint. It shall be a violation of this Article for a City Official to publicly disclose information relating to the filing or processing of a Complaint, except as required for the performance of official duties or as required by law. Requests for records pertaining to Complaints shall be responded to in compliance with the State law. The limited confidentiality created by this Article is limited in scope and application by the mandates of the Texas Public Information Act, Chapter 552 of the Texas Government Code. (k) Ex Parte Communications. After a Complaint has been filed and during the pendency of a Complaint before the Board of Ethics, it shall be a violation of this Article: (1) for the Complainant, the Accused, or any person acting on their behalf, to engage or attempt to engage directly or indirectly about the subject matter or merits of a Complaint in ex parte communication with a member of the Board of Ethics or any known witness to the Complaint; or (2) for a Member of the Board of Ethics, to knowingly allow an ex parte Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 15 communication about the subject matter or merits of a Complaint, or to communicate about any issue of fact or law relating to the Complaint directly or indirectly with any person other than a Member of the Board of Ethics, the City Auditor's office, the City Attorney's office, or Special Counsel. (a) Referral to Chairperson. Accepted Complaint(s) shall be referred to the Chairperson of the Board of Ethics within five (5) business days of being determined administratively complete. (b) Assignment of PaneL Within five (5) business days of receiving an Accepted Complaint, the Chairperson of the Board of Ethics shall assign the Complaint to a Panel for Preliminary Assessment. (c) Panel Determination. Within five (5) business days of being assigned an Accepted Complaint, the Panel shall review the Complaint on its face and determine whether the Complaint is: (1) Actionable: the allegations and evidence contained in the Complaint, if true, would constitute a violation of this Article. (2) Baseless: the allegations and evidence contained in the Complaint, if true, would not constitute a violation of this Article. Actionable Complaints shall be returned to the Chairperson for listing on an agenda for a public hearing. Baseless Complaints shall be dismissed. Written notification of the Panel's determination shall be filed with the City Auditor and sent to the Chairperson, Complainant, the Accused, and the City Attorney within two (2) business days. Written notifications of dismissal shall include notice of the right to appeal. (d) Appeals. Determinations of a Panel may be appealed to the Board of Ethics by either the Complainant or the Accused, as applicable. An appeal shall be perfected by filing a written notice of appeal with the City Auditor within ten (10) business days of the date of the written notification. 5�� 3-12Qm l�i��tili�� (a) Calling Meetings. Meetings of the Board of Ethics shall be called upon request of the Chairperson, three (3) members, or the City Auditor. (b) Quorum. The quorum necessary to conduct meetings of the Board of Ethics shall be four (4). The Chairperson shall count toward the establishment of a quorum. (c) Hearings: (1) Scheduling: Hearings shall be scheduled by the City Auditor upon the filing of: (A) a Panel determination that a Complaint is Actionable; or (B) an Appeal challenging a Panel's dismissal of a Complaint as Baseless. Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 16 (2) Purpose: The purposes of the hearing(s) shall be solely to determine whether: (A) a violation of this Article occurred, and if so to assess the appropriate sanction; (B) an Accepted Complaint was erroneously dismissed as Baseless by a Panel; and/ or (C) an Accepted Complaint is Frivolous. (3) Rules of Procedure: The Board of Ethics shall adopt rules of procedure governing how to conduct hearings on Actionable Complaints. Such procedural rules are subj ect to confirmation or modification by the City Council. (4) Sworn Testimony: All witness testimony provided to the Board of Ethics shall be under oath. (5) Burden of Proof Because the burden of showing that a violation of this Article occurred is placed on the Complainant, it is the Complainant that has the obligation to put forth evidence, including testimony, supporting the Complaint. The Complainant is required to testify at the hearing. A Complainant's failure to testify at a hearing shall be grounds for dismissal of a Complaint. (d) Open Meetings. All meetings and hearings of the Board of Ethics shall be conducted pursuant to the Texas Open Meetings Act. The Board of Ethics may convene in Executive Session (i.e., conduct a closed meeting) as allowed by the Act. All final action of the Board of Ethics shall take place in open session. (e) Postponement in Certain Instances. If a Complaint alleges facts that are involved in a criminal investigation or a criminal proceeding before a grand jury or the courts, the Board of Ethics may, when a majority of its members deem appropriate, postpone any hearing or any appeal concerning the Complaint until after the criminal investigation or criminal proceedings are terminated. 5�� 3-121m I)i�p��iti�n (a) DismissaL If the Board of Ethics determines at the conclusion of a hearing by simple majority vote of its members that a Complaint should be dismissed, it may do so upon finding: (1) the Complaint is Baseless; (2) the alleged violation did not occur; (3) the Accused reasonably relied in good faith upon an Advisory Opinion, as provided in this Article; and (4) the Complainant failed to testify at the hearing. Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 17 (b) Sanctions. If the Board of Ethics determines at the conclusion of a hearing that a violation has occurred, it may within ten (10) business days impose or recommend any of the following sanctions: (1) Letter of Notification. If the violation is clearly unintentional, or when the Accuser's action was made in reliance on a written opinion of the City Attorney. A letter of notification shall advise the Accused of any steps to be taken to avoid future violations. (2) Letter of Admonition. If the Board of Ethics finds that the violation is minor and may have been unintentional, but calls for a more substantial response than a letter of notification. (3) A Reprimand. If the Board of Ethics finds that the violation: (A) was minor and was committed knowingly, intentionally or in disregard of this Article; or (B) was serious and may have been unintentional. (4) Recommendation of Suspension. If the Board of Ethics finds that a violation was committed by a Member of the Planning & Zoning, or Zoning Board of Adjustment, or a Department Head, and it: (A) was serious and that was committed knowingly, intentionally or in disregard of this Article or a state conflict of interest law; or (B) was minor but similar to a previous violation by the Person, and was committed knowingly, intentionally or in disregard of this Article. The final authority to impose a suspension rests with the City Council regarding Board Members, the City Manager, City Secretary and City Attorney; and with the City Manager regarding Department Heads. (5) Ineligibility. If the Board of Ethics finds that a Vendor has violated this Article the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Notice of all sanctions imposed by the Board of Ethics shall be transmitted to the Accused, Complainant, City Auditor, City Attorney, and City Council. (c) Frivolous. (1) Prohibition. It is a violation of this Article for a Person to submit a Frivolous Complaint. Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 18 (2) Super-Majority Vote. If the Board of Ethics determines at the conclusion of a hearing by a vote of two-thirds (2/3) of its Members that a Complaint was Frivolous, the Board may impose a sanction. (3) Factors. In making a determination on frivolity, the Board of Ethics shall consider the following factors: (A) the timing of the sworn Complaint with respect to when the facts supporting the alleged violation became known or should have become known to the Complainant, and with respect to the date of any pending election in which the Accused is a Candidate or is involved with a candidacy, if any; (B) the nature and type of any publicity surrounding the filing of the sworn Complaint, and the degree of participation by the Complainant in publicizing the fact that a Complaint was filed; (C) the existence and nature of any relationship between the Accused and the Complainant before the Complaint was filed; (D) if the Accused is a Candidate for Election to Office, the existence and nature of any relationship between the Complainant and any Candidate or group opposing the Accused; (E) any evidence that the Complainant knew or reasonably should have known that the allegations in the Complaint were groundless; and (F) any evidence of the Complainant's motives in filing the Complaint. (4) External Remedies. Complainants who submit Frivolous Complaints are hereby notified that their actions may subject them to criminal prosecution for perjury (criminal prosecution), or civil liability for the torts of defamation or abuse of process. The Complainant or Accused may request the Board of Ethics to reconsider its decision. The request must be filed with the City Auditor within five (5) business days of receiving the final opinion of the Board of Ethics. The request for reconsideration shall be sent to the Chairperson of the Board of Ethics and the non-filing party (Complainant or Accused). If the Chairperson finds, in the Chairperson's sole discretion, that the request includes new evidence that was not submitted at a prior hearing, and that the new evidence bears directly on the Board of Ethic's previous determination, the Chairperson shall schedule a hearing on the request for reconsideration to occur within thirty (30) business days after filing with the City Auditor. Absent new evidence, the Chairperson shall unilaterally dismiss the request for reconsideration and provide to the Parties. Bojorquez Law Firm, PC �O Worksheet: Module #5 March 6, 2018 for the City of Denton, Texas Draft "A" of the Code of Ethics page 19 Ethics Ordinance Drafting Process: Proposed Outline Date Day Start Time Meeting Outline Dec 19 Tuesday 1 pm 1.Discussion Topics • Applicability • Policy Statement • Oversight Function • Staff Support of the Oversight Function • Training • Advisory Opinions Jan 27 Saturday 9 am 1.Discussion Topics • Conflicts of Interest • Gifts, Honoraria, Travel, Meals, Entertainment • Outside Employment (offers, soliciting, moonlighting, revolving door) • Representation of Others • Improper Influence Feb 6 Tuesday Noon — 2 pm 1.Discussion Topics • Misuse of Information • Abuse of Resources • Abuse of Position • Duty to Report • Hindrance (thwart or interfere) • Disclosures Feb 20 Tuesday Noon — 2 pm 1.Discussion Topics • Complaints • Sanctions • Dismissals • Hearings • Sanctions Mar 6 Tuesday Noon — 2 pm 1.Review of Draft Mar 20 Tuesday Evening 1.Public Hearing NOTE: Additional meetings with can be scheduled as requested and April 3 has tentatively been held for a possible work session. This is a general outline and is subject to change based on how the discussions proceed with City Council. ■� � � ,, ,, ;, ; ,, �. ;:. �" ��;,; ��,,,;,,, � ��,. � ��;,:. �i� �,i��i/::;;;: N �'1 0 M � L � � � J N N 7 � L 0 M0 W \ X � c 0 c a� 0 0 � U �; � �; � ■ ■ ■ � N M � ■ t� ■ ti 0 0 � � � � J N N 7 � L 0 M0 W \ X � c 0 c a� 0 � 0 � U � � � � � O E L � � � J N N 7 � O O m � X � C O C N 0 O .-�'-� U �; � �' �' 0 O E � � c� J N N 7 � O O m X � c 0 c a� 0 0 � U �� ,,� , � � , ,,, ,, , � � „„ �, �` � � , ��, �, :� � � �,,, ,� �_ � :�, , . ,,„�,,,,,� �, :� � � , .� � � �, � �, '�' �, ", � � �� "� �, ", � � � �, � �, �, ", � �" „�, , ,, � � „� � �: �.,' � ,,, „ � � , � � �, � � � „�,,,,, � �, �. 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McKinney St. Denton, Texas 76201 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� Legislation Text File #: ID 18-344, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding the FY 2016-17 Comprehensive Annual Financial Report and annual audit. City of Denton Page 1 of 1 Printed on 3/2/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� __ City of Denton �_ — _ city xall `�t� Illllllllllllllll�l�uuuuuul�l�ll 215 E. McKinney Street � Denton Texas � � www.cityofdenton.com DEPARTMENT: Finance DCM: DATE: AGENDA INFORMATION SHEET Bryan Langley March 6, 2018 SUBJECT Receive a report, hold a discussion and give staff direction regarding the FY 2016-17 Comprehensive Annual Financial Report and annual audit. BACKGROUND Each year, the City hires an independent accounting firm to conduct an audit of the City's basic financial statements. The purpose of the audit is to express an opinion as to whether the City's financial statements present fairly, in all material respects, the financial position of the City. The annual audit report is comprised of four major components: 1) the Comprehensive Annual Financial Report (CAFR), 2) Management Letter (when appropriate), 3) Single Audit, and 4) Auditor's Communication to the Audit Committee. The CAFR represents the entire financial position of the City, specifically for the fiscal year ending September 30, 2017. The document includes the independent auditor's opinion of management's representations within the annual report. The auditors have provided the City a clean opinion (unmodified), which means that in the opinion of Pattillo, Brown & Hill, L.L.P., the City's financial statements present fairly, in all material respects, the financial position of the City. A clean or unmodified opinion is the best opinion that may be rendered in an audit of the financial statements. The audit specifically included the following items: • Audit of the City's CAFR in accordance with generally accepted auditing standards. • Performance of a Single Audit, which is an audit of the City's expenditures of State and Federal grant awards. • An evaluation of the City's internal control over financial reporting. The auditor's examination of internal controls was conducted at a level sufficient to gain an understanding of the internal control structure to determine the nature, timing, and extent of audit procedures. The auditors did not perform an audit of internal controls, but performed limited tests of internal controls for the purpose of providing an opinion on the financial statements. Additionally, the auditors examined, on a test basis, evidence supporting amounts and disclosures in the combined financial statements. The City did not receive a management letter as there were no material weaknesses or recommendations for strengthening controls identified. The following points are highlighted as key financial information from the CAFR: Overall positive financial results. 2. Unassigned General Fund balance $31.8 million 26.7 % of FY 2016-17 final budgeted expenditures $3,700,290 increase from prior year. Net Unrestricted Position of Enterprise Funds (Utilities and Airport) $136.4 million $3.6 million decrease from prior year. Representatives from Pattillo, Brown & Hill, L.L.P., will be present at the City Council meeting to provide their opinion and to answer any questions that you may have. The City's Audit/Finance Committee is scheduled to review and discuss this item in a meeting prior to the Council's Work Session. 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 Organizational Excellence 1.1 Manage iinancial resources in a responsible manner 1. Agenda Information Sheet 2. FY 2016-17 CAFR 3. Single Audit Report 4. Auditor's Communication 5. Auditor's Presentation Respectfully submitted: Antonio Puente, Jr., 349-7283 Director of Finance � �� :� iir.� �:� iir�� iir.� �� iii �� .... iir.� iir.� �� iii iir.� � iir.� �w iii � �� :� �:� iir.� III:: iii ��:�� c�� iir III; ; iir�� ' iii iir�� .. �c� � �c� iir�� c� iir � �:�� :� �� ..... �. . ,� T �� ' � 4,' ' � r�i �� , ;�,;, ,r�t �,,,��, � ' � �. ��rs��(N` �,,� � � . d ,f ,� t��lll uu ' II � u'd ��' il� !,� � ��°�` II n , � .�� n � .��um� �u� �m� �� , ,, ., ,;,, , , i, �„�� J �;; ;., ; < '�, �� , ,,, �, , ,, � w,i �„` ,,, ' ,,,, ��, �/ ,; ,�, , „�, / �iiii, ,% � I ,//! , , ,.. � ,,, „ I ii,,, ,,, �,' , ;, � /iii ii,�,a. „ ��. r ' ; ;', '„� , i, ii ; � „ �; ,,, iiii %/„ �/�% ,�;� �� ii/, .�i� �, , ,: .r,,,; „ � �i , i�� ,,,,,, „ ��, /i ' , „ i.., i,,,, :;, , ;' / .,,,.. , . ,,, „�<;. , VISION "Destination Denton" Denton is an identifiable and memorable destination and a community of opportunities. We achieve this by providing high quality of life through excellence in education, entertainment, and employment; neighborhood vitality and sustainability; environmental and financial stewardship; and superior public facilities and services. MISSION "Dedicated to Quality Service" The City of Denton will foster an environment that will deliver extraordinary quality service and products through stakeholder, peer group, and citizen collaboration; leadership and innovation; and sustainable and efficient use of resources. VALUES "We Care" We care about our people, our community, and our work. We do this with integrity, respect, and fairness. � /j %//�//iiariai// i�� / f f � r�iio%�//r �i ' 1 /� //// %' / �j� ��i��r/" �%/o /�� ,,,, i�� CORE VAL UES INTEGRITY Making sure that with every decision we make, our actions match our values. FISCAL RESPONSIBILITY Ensuring that people can trust that we use public funds conscientiously, with the community's best interest in mind. TRANSPARENCY Building an environment of trust by interacting with others honestly as well as collecting and sharing clear and concise information. OUTSTANDING CUSTOMER SERVICE Employing a holistic approach to problem-solving and providing responsive service that goes above and beyond expectations. CITY OF DENTON, TEXAS COMPREHENSIVE ANNUAL FINANCIAL REPORT For the fiscal year ended September 30, 2017 CITY MANAGER Todd Hileman DEPUTY CITY MANAGER AND CHIEF OPERATING OFFICER Bryan Langley Prepared by: Antonio Puente, Jr. Director of Finance Harvey Jarvis Controller Kevin Ann Mullen, CPA Assistant Controller Mary Dickinson Electric Business Manager Kurt Breyfogle Senior Accountant Becky Buck, CPA Senior Accountant Katy Magee, CPA Accountant Nancy Towle Budget Manager Cody Wood Assistant Controller Ed Lane, CPA Senior Accountant Catherine Bai, CPA Senior Accountant Cindy Liang, CPA Accountant Lori Allen Accountant Caroline Finley Treasury Administrator City of Denton, Texas Comprehensive Annual Financial Report For Year Ended September 30, 2017 TABLE OF CONTENTS INTRODUCTORYSECTION (UNAUDITED): TransmittalLetter .......................................................................................................................................... OrganizationalChart ...................................................................................................................................... Certificateof Achievement ............................................................................................................................ Listof Principal Officials ............................................................................................................................... FINANCIAL SECTION: IndependentAuditor's Report ........................................................................................................................ Management's Discussion and Analysis ....................................................................................................... Basic Financial Statements: Government-wide Financial Statements: Statementof Net Position ................................................................................................................. Statementof Activities ...................................................................................................................... Fund Financial Statements: Governmental Fund Financial Statements: BalanceSheet ............................................................................................................................. Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position Statement of Revenues, Expenditures and Changes in Fund Balances ...................................... Reconciliation of the Statement of Revenues, Expenditures, and Changes in Fund Balances of Governmental Funds to the Statement of Activities .......................................................... Statement of Revenues, Expenditures and Changes in Fund Balance — Budget to Actual GeneralFund ........................................................................................................................... Proprietary Fund Financial Statements: Statementof Net Position ........................................................................................................... Statement of Revenues, Expenses and Changes in Fund Net Position ...................................... Statementof Cash Flows ............................................................................................................ Agency Fund Financial Statements: Statement of Assets and Liabilities ............................................................................................ Notes to Basic Financial Statements ....................................................................................................... Required Supplementary Information: Schedule of Changes in Net Pension Liability and Related Ratios — Texas Municipal Retirement System— Last Fiscal Year .......................................................................................................... Schedule of Changes in Net Pension Liability and Related Ratios — Denton Firemen's Relief and Retirement Fund — Last Fiscal Year .................................................................................... Schedule of Contributions — Texas Municipal Retirement System — Last Ten Fiscal Years .................. Schedule of Contributions — Denton Firemen's Relief and Retirement Fund — Last Ten Fiscal Years .. Schedule of Other Postemployment Benefits — Funding Progress and Contributions — LastThree Valuation Years .............................................................................................................. Combining and Individual Fund Financial Statements and Schedules: Schedule of Revenues, Expenditures and Changes in Fund Balances — Budget to Actual: DebtService Fund ............................................................................................................................ Combining Balance Sheet — Nonmaj or Governmental Funds ................................................................. Combining Statement of Revenues, Expenditures and Changes in Fund Balances NonmajorGovernmental Funds ........................................................................................................ Page ....... i .. viii .....ix ......x ......1 ...... 5 ....15 ....16 ....18 ....19 ....20 ....21 ....23 ....24 ....28 ....30 ....32 ....33 .... 79 .... 80 ....81 ....82 ....83 ....85 .... 88 ....90 City of Denton, Texas Comprehensive Annual Financial Report For Year Ended September 30, 2017 TABLE OF CONTENTS (Continued) FINANCIAL SECTION (continued): Combining and Individual Fund Financial Statements and Schedules (continued): Schedule of Revenues, Expenditures and Changes in Fund Balances — Budget to Actual: Recreation.................................................................................................................. PoliceConfiscation ................................................................................................... Touristand Convention ............................................................................................. StreetImprovement Fund .......................................................................................... GasWell Revenues Fund .......................................................................................... Citizens' Park Trust ................................................................................................... Combining Statement of Net Position — Internal Service Funds ............................................ Combining Statement of Revenues, Expenses and Changes in Fund Net Position - InternalService Funds ..................................................................................................... Combining Statement of Cash Flows — Internal Service Funds ............................................. Combining Statement of Changes in Assets and Liabilities — Agency Funds ....................... Capital Assets Used in the Operation of Governmental Funds: Comparative Schedules by Source ......................................................................................... Schedule by Function and Activity ........................................................................................ Schedule of Changes by Function and Activity ..................................................................... STATISTICAL SECTION (UNA UDITED) : Tabie 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 Page NetPosition by Component ......................................................................................................... Changesin Net Position ............................................................................................................... Fund Balances of Governmental Funds ....................................................................................... Changes in Fund Balances of Governmental Funds ..................................................................... Assessed Value and Estimated Actual Value of Taxable Property .............................................. Property Tax Rates (Per $100 of Assessed Value) — Direct and Overlapping Governments....... PrincipalProperty Taxpayers ....................................................................................................... Property Tax Levies and Collections ........................................................................................... Ratio of Outstanding Debt by Type .............................................................................................. Ratio of General Bonded Debt Outstanding ................................................................................. Direct and Overlapping Governmental Activities Debt ............................................................... Pledged Revenue Coverage .......................................................................................................... Demographic and Economic Statistics ......................................................................................... PrincipalEmployers ..................................................................................................................... Full-Time Equivalent City Government Employees by Function/Program ................................. Operating Indicators by Function/Program .................................................................................. Capital Asset Statistics by Function/Program .............................................................................. .........112 .........114 .........118 .........120 .........122 .........124 .........126 .........128 .........130 .........132 .........133 .........134 .........136 .........137 .........138 .........140 .........142 OTHER SUPPLEMENTAL INFORMATION: Schedule of Expenditures — Budget and Actual — General Fund ..............................................................145 ,, ., ,;,, , , i, �„�� J �;; ;., ; < '�, �� , ,,, �, , ,, � w,i �„` / .. / ��/��.� f /� ' � � � � �; ' � � l� , r �i ,, � i �. March 2, 2018 Finance Department 215 E. McKinney St., Denton, TX 76201 •(940) 349-8531 The Honorable Mayor and Members of the City Council City of Denton Denton, Texas It is with great pleasure that we present to you a copy of the Comprehensive Annual Financial Report (CAFR) of the City of Denton (the City) for the fiscal year ended September 30, 2017. The purpose of the report is to provide the City Council, management, citizens, and other interested parties with detailed information concerning the City's financial condition. THE REPORT The Texas Local Government Code (§ 103.001) requires an annual audit for municipalities. In addition, the City Charter (Section 2.13) requires a Certified Public Accountant who, as of the end of the fiscal year, shall make an "independent audit of accounts" and prepare a report to the City Council and the City Manager. This document fulfills the above mentioned requirements, and the independent auditor's opinion is included in the report for the fiscal year ended September 30, 2017. The CAFR is presented in three main sections: Introductory, Financial, and Statistical. The Introductory Section includes this transmittal letter, the City's organizational chart, and a list of principal officials. The Financial Section includes the Management's Discussion and Analysis (MD&A), Basic Financial Statements, Required Supplementary Information, Combining and Individual Fund Financial Statements, along with the independent auditors' report. The Statistical Section and Other Supplementary Information include selected financial and demographic information, generally presented on a multi-year basis. The responsibility for both the accuracy of the presented information and the completeness and fairness of the presentation of the data, including all disclosures, rests with the City, and is based upon a comprehensive framework of internal control established for this purpose. Because the cost of internal control should not exceed anticipated benefits, the obj ective is to provide reasonable, rather than absolute, assurance the financial statements are free of any material misstatements. To the best of our knowledge and belief, the enclosed data is accurate in all material respects and is reported in a manner designed to fairly present the results of our operations in each of the various funds reported by the City. All disclosures necessary to enable the reader to gain an understanding of the City's financial activities have been included. The accounting firm of Pattillo, Brown & Hill L.L.P. has issued an unmodified opinion on the City of Denton's financial statements for the period ended September 30, 2017. As a recipient of federal and state grant awards, a separate audit is prepared to meet the requirements of the Single Audit Act Amendments of 1996 and related Uniform Guidance. As a part of the City's single audit, tests are conducted to determine that the City has complied with applicable laws and regulations related to federal awards. Management's Discussion and Analysis (MD&A) immediately follows the independent auditors' report and provides a narrative introduction, overview, and analysis of the basic financial statements. The MD&A complements this letter of transmittal and should be read in conjunction with it. PROFILE OF THE GOVERNMENT Originally incorporated on September 26, 1866, the City of Denton is now 98.818 square miles and has an estimated population of 124,988. The City is a home rule city and operates under the Council-Manager form of government. The elected seven-member council consists of a Mayor and six Council Members. The Mayor and two Council Members are elected at large, while the remaining representatives are elected from single member OUR CORE VALUES Integrity • Fiscal Responsibility • Transparency • Outstanding Customer Service ADA/BOB/ADBA www.cityofdenton.com TDD (soo) 735-29s9 districts. The City Council enacts local laws, determines policy, and adopts the annual budget, and the City Manager is the chief executive officer for the City. The City of Denton is located in the northern portion of the Dallas/Fort Worth Consolidated Metropolitan Statistical Area (CMSA). The City is a part of the Dallas/Fort Worth Metroplex, and is situated at the apex of a triangle based by Dallas (37 miles to the southeast) and Fort Worth (35 miles to the southwest) providing excellent access to and from all parts of the area. The City provides a full range of general government services to its citizens including: public safety (police and fire protection); public works (construction and maintenance of highways, streets and infrastructure); parks and recreation; library; planning and zoning; economic development; and general administrative services. The City's enterprise fund operations consist of a utility system, solid waste, and airport operations. The City's utility system provides electric, water and wastewater services. The internal service operations consist of the Materials Management, Fleet Services, Risk Retention, Health Insurance, Engineering Services, and Technology Services funds. The Materials Management Fund accounts for the financing of Warehouse and Purchasing services which are provided to other City departments. The Fleet Services Fund accounts for the financing of goods and services provided by the municipal garage to other departments within the City. The Risk Retention Fund accounts for the accumulation of resources for the payment of workers' compensation, general liability claims, and insurance policies. The Health Insurance Fund accounts for administration of the self-insurance program for health coverage in the City. The Engineering Services Fund accounts for the provision of internal engineering services to various City operations and capital projects. The Technology Services Fund provides support for the various information and computer systems within the City. The financial statements presented include all government activities, organizations, and functions for which the City is financially accountable as defined by the Governmental Accounting Standards Board (GASB). LOCAL ECONOMY The City of Denton's tax base continues to grow with an a�erage growth rate of 5.61% over the last 10 years. Recently, the City's tax base grew by 8.54% in FY 2015-16, 838% in FY 2016-17 and 13.57% in FY 2017-18. After property t� revenues, the second largest source of revenue in the General Fund is sales t�. Representing appro�mately 33% of overall revenue in the General Fund, sales tax is a significant revenue source that is dependent upon a variety of economic factors. For FY 2016-17, total sales tax revenues equaled $36,841,137, which is $4,216,840 or 12.9%, more than the prior year collections of $32,624,297. For FY 2017-18, sales t� collections are conservatively budgeted to decrease by 1.8% over FY 2016-17 actual receipts. Increased strength in employment and growth in new residential and commercial construction are leading indicators of continued growth in the City's property tax base and sales tax collections. The City of Denton's not seasonally adjusted annual unemployment a�erage rate remains below state and national levels at 32 percent in 2017 which is a 02 decrease from 2016. The City of Denton has issued 927 new residential and commercial building permits for calendar year 2017, with an estimated value of $515 million on all 2017 permits. This compares to a total of 618 commercial and residential permits issued for calendar year 2016 and an estimated value of $388 million. The following two charts highlight the strength of the local economy over the last ten years by displaying the City of Denton's unemployment rate compared to Texas and the United States and the taxable property values per capita in the City of Denton. m ��III ��u��41�� I�� d�� w�o� ��r,�� N ��u��u (�"�� u��14� ��,rw��d� ��.r.:��r°„ �� I�ir��:��ir�� '�`�� I�� I�lir�� ":li�� ' �� „��u_u�i � � Fiscal year 2016-17 brought exciting news in economic development. Listed below are just a few of the highlights: The Rayzor Ranch mixed-use development is located on both the north and south sides of US Highway 380 in Denton. Rayzor Ranch Marketplace, on the north side of the development, has constructed over 400,000 square feet of retail and commercial space. Sam's Club and Wal-Mart anchor the Market Place with 137,381 and 189,929 square feet, respectively. The southern portion of this development continues to expand with new tenants under construction such as Alamo Drafthouse, Rooms To Go, Andy B's Entertainment and Bowling Center, Cheddars Scratch Kitchen and Zoes Kitchen. These new tenants join WinCo Foods, Chili's, Raising Canes, Chipotle, Firehouse Subs, Sleep Number Beds, Luxe Nail Salon and In-N-Out Burger. These new and e�sting tenants join with the Embassy Suites Hotel and convention center described in more detail in the next paragraph. • O'Reilly Hotel Partners Denton (OHPD) opened the 70,000-square-foot convention center, 300-room Embassy Suites Hotel, and Houlihan's restaurant project in January, 2018. As a major anchor for the Rayzor Ranch Town Center, the project will capitalize on the planned shopping, entertainment, and restaurants located nearby. The privately managed convention center is expected to expand the City's convention business and overall tourism industry. • The City's airport is expanding by adding a 5,000 foot long, 75-foot wide second runaway. This project is funded by the City and a grant by the Texas Department of Transportation — Aviation Division. The runway is expected to begin construction in April, 2018 and be completed in nine months. This will significantly expand the capacity of the Denton airport which is currently the seventh busiest airport in Texas and the number one general aviation airport in the state. The North Central Texas College (NCTC) is moving forward with plans to open a new campus location in downtown Denton. The planned facility would be appro�mately 45,000 square feet with classrooms for 2,500 students. The plans also include a four-story parking garage with 350 spaces. NCTC has a partnership with the University of North Texas and Texas Woman's University that allows students to transfer without losing credits and also gives student the opportunity to be concurrently enrolled at all three institutions. The City has entered into a new and exciting agreement for management of Stoke, Denton's coworking space housed in a downtown transit-oriented mixed use development. Stoke is an economic development project of the City of Denton which is designed to support local entrepreneurship and technological innovation. The new manager is Hickory & Rail Ventures, LLC run by a local Denton entrepreneur who also cofounded a satellite software company. The new management company has partnerships with the University of North Texas as well as investor networks for local entrepreneurs. • WinCo Foods, an employee owned supermarket company with stores in eight states in the western U.S., has constructed and occupied an 850,000-square-foot regional distribution facility in Denton's Westpark Industrial Park This facility employs approximately 165 employees and has an annual payroll of about $72 million. LONG-TERM FINANCIAL PLANNING In conjunction with this document, interested parties are encouraged to read the City of Denton's FY 2017-18 Annual Budget document. This document details the City's strategic plan, long-term financial policies, program accomplishments, and other key initiatives. The document also includes the long-term financial forecasts for each of the major funds, and a summary of the assumptions that are included in these plans. In addition, the budget document provides an overview of the adopted Capital Improvement Program and planned future debt issuances. The budget document can be obtained from the City of Denton's Finance Department by calling (940) 349-8260. The Annual Budget can also be accessed through the City's web site at www.cityofder�tor�.com and selecting Financial Transparency under the "Open Government" link. Iv RELEVANT FINANCIAL POLICIES The City of Denton maintains reserve balances for emergencies. In the General Fund, the target reserve level is a minimum of 20% of budgeted expenditures with an additional 5% resiliency reserve for a combined total of 25% to provide stability and flexibility for the organization. The actual reserve level has exceeded this target for the current fiscal year. As described in the accompanying CAFR document, the unassigned fund balance is $31.8 million, or 26.7%, of the budgeted General Fund expenditures for the fiscal year ended September 30, 2017. Beginning in FY 2011-12, the City adopted a policy which requires a minimum ending working capital balance (current assets minus current liabilities) of at least 8% of budgeted expenditures for the Electric, Water, Wastewater and Solid Waste Funds. If the working capital level should fall below the desired minimum, the City will implement necessary corrective action with a five-year plan to restore the working capital balance to 8% of budgeted expenditures. Additionally, rate reserve levels were established for the Electric, Water, Wastewater, and Solid Waste Funds in FY 2011-12 according to the unique operational aspects of each utility. The rate reserve levels were most recently revised in FY 2015-16 based on the factors of revenue stability, expense and demand volatility, infrastructure age, debt levels and management plans for the use of these reserves. The rate reserve level is established at a range of 8% to 12% of expenses for the Electric Fund, at a range of 20% to 31% of expenses for the Wastewater Fund, at a range of 25% to 42% of expenses for the Water Fund, and at a range of 6% to 10% of expenses for the Solid Waste Fund. If the rate reserve level falls below the range, the City will implement necessary corrective action within a five-year plan to restore the balances to the levels outlined above. The City of Denton has adopted an Investment Policy which guides the investment of all City funds. In accordance with State law, the policy is reviewed annually by the City Council to ensure that public funds are being invested in a conservative and prudent fashion. In addition, the City also annually reviews and approves a Debt Management policy. The purpose of this policy is to provide general guidelines regarding the issuance of City debt and the use and limitation of such debt. The City complied with all aspects of the Investment and Debt Management policies during FY 2016-17. MAJOR INITIATIVES In FY 2016-17, the City continued to emphasize street maintenance and repair activities as funding in the Street Improvement Fund was increased by $1,850,360. This additional funding was used for an additional five member street maintenance crew and equipment, as well as additional funding for base failure maintenance, overlay materials, and micro seal activities. In addition to improving the City's street infrastructure, the enhancement of public safety is also identified in the Strategic Plan as a major initiative. Accordingly, the FY 2016-17 General Fund budget included $2,641,808 in funding enhancements for public safety programs. These enhancements included the funding of a new medic unit (six new personnel) at Fire Station 8, breathing apparatus replacements and a Fire Training Captain position. Funding was also included in the Police Department for the addition of one Lieutenant, four Patrol Officers, two Motorcycle Officers, five additional 9-1-1 dispatchers, and an additional position in the animal services division. Employee compensation remained a continuing priority for FY 2016-17 with an average 3% merit increase provided to all employees along with eligible step increases for all police and fire civil service personnel. Another major funding priority was $813,045 of one-time capital expenditures from the Traffic Safety Fund. These expenditures included the replacement of one traffic signal, additional downtown sidewalk improvements, intersection radar detection equipment, traffic signal pre-emption improvements and ADA intersection improvements for five pedestrian crossings. v AWARDS AND ACKOWLEDGEMENTS The Government Finance Officers' Association (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the City for its Comprehensive Annual Financial Report for the fiscal year ended September 30, 2016, for the thirty second consecutive year. In order to be awarded the Certificate of Achievement in Financial Reporting, the City mustpublish an easily readable and efficiently organized Comprehensive Annual Financial Report. This report satisfies both generally accepted accounting principles and applicable legal requirements. The Certificate of Achievement is held for a period of one year only. We believe our current Comprehensive Annual Financial Report continues to meet the Certificate of Achievement requirements, and we are submitting it to GFOA to determine its eligibility for another certificate. The City also received the GFOA award for Distinguished Budget Presentation for its fiscal year 2016-17 Annual Budget for the thirty first consecutive year. In order to qualify for the Distinguished Budget Presentation Award, the City's budget document was judged according to its compliance with specific guidelines established by GFOA. These guidelines help ensure that Denton's budget is distinguished as an operations guide, financial plan, policy document, and communications device. The City has submitted its fiscal year 2017-18 Annual Budget to GFOA to determine its eligibility for another certificate. We believe it continues to meet the Distinguished Budget Presentation Award criteria. In 2017, the City's Purchasing Department earned the Excellence in Procurement Award from the National Purchasing Institute, Inc. (NPI) for the nineteenth year in a row. This award is achieved by those organizations that demonstrate excellence in procurement by achieving a high score on standardized criteria designed to measure innovation, professionalism, productivity, and leadership. NPI represents purchasing officials employed by national, state, and local governments; educational institutions; and t�-supported and public entities throughout the country. We would like to thank the City Council for their strong leadership and support that helped make the presentation of this report possible. We would also like to thank the City Manager, Finance staff, department directors, division heads and especially the Accounting Division staff for their diligent efforts in the preparation of the annual financial report. i:' --� �! �- � T � � � __-� Bryan Langley Deputy City Manager v1 � �� .. �I � ..� �.. �. Antonio Puente, Jr. Director of Finance ,, ., ,;,, , , i, �„�� J �;; ;., ; < '�, �� , ,,, �, , ,, � w,i �„` Current Organizational Chart IIII Citizens � City Council Boards, Commissions, & Committees Murnapal Juage IIII III Deputy City Manager / Chief Operating Officer Human Resources Technology Services Parks and Recreation Library City Secretary Economic Development Finance Accounting B u dget/Treasu ry Customer Service Municipal Court Public Affairs / Intergovernmental Relations Community Development Communications City Manager Assistant City Manager City Attorney Internal Aud'R Fire Utilities Community Im provement Services IIIII Pol�ce IIII Water Wastewater Solid Waste Environmental Services Gas Well Inspections Transportation � Airport Facilities Fleet Services Capital Projects Engineering Streets Drainage Traffic Bike/Pedestrian Vlll Animal Services Denton Municipal Electric Development Services Building Inspections Planning Procurement and Compliance Materials Management Govenr�ment Finance Officers Association e� i, ��c �e of . Ac��leve�e��t ��:� �xcelle�ce i� Fi�.a�cial Re�o�°�i�g Presented to ��y �f e t��. �'ex s ��r its Comprehensive Annual Financial Report for the Fiscal Year Ended Se�te��er 3��, 2��6 ��!��s�� o , � � �� , � �� Executive Director/CEO CITY OF DENTON, TEXAS List of Principal Officials ELECTED OFFICIALS Titie Mayor Councilmember, District 1 Councilmember, District 2 Councilmember, District 3 Councilmember, District 4 Councilmember, At Large Place 5 Councilmember, At Large Place 6, Mayor Pro Tem CITY OFFICIALS Titie City Manager Deputy City Manager / Chief Operating Officer Assistant City Manager City Attorney Municipal Judge City Secretary X Name Chris Watts Gerard Hudspeth Keely G. Briggs Don Duff John Ryan Dalton Gregory Sara Bagheri Name Todd Hileman Bryan Langley Mario Canizares Aaron Leal Robin Ramsay Jennifer Walters i�i� %"///�� (�i�i�� %i' /i ��; `i%j //%e ��pu�l ��I� � � % ,rr �, i % �1J'; �"; � �� '�%�° i��l� �� , �„�� I�I,,., /ii.,, � �,y�. ,,,, ii 1� �"I' '�` 1 I., :� �(.� ,�� f�� ) 1� l�@ �r �—� i f d 1.�, i. .�. . r,� C�Ef�TIFV��7 �LJf�qI� ,�C:� C��JNTANT� � ��'3INE �:� C4_�f'wi��I_�GA,h�qlfS INDEPENDENT AUDITORS' REPORT The Honorable Mayor and Members of the City Council City of Denton, Texas Report on the Financiai Statements We ha�e audited the accompanying financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Denton, Texas, as of and for the year ended September 30, 2017, and the related notes to the financial statements, which collectively comprise the City of Denton, Texas' basic financial statements as listed in the table of contents. Management's Responsibility for the Financial Statements The City of Denton, Texas' management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors' Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Govern�nent Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. w� .�� °� r. a°�, �Itll A4 esr Ih�rliwitry Qi 4� �� ,. 1" ^�.h, i fr`r I Q �:,��„� z-�. ��x�a,a��. u� x�x4.pl�h+ �r,a.cr�in t�u�� ;a�u:�,� �r��; ��v,a�,�,��s��r�� ) r6�.a-O�mL.77'�2+1 �A°� �a�'�► ��;, �o°� �2 r I t� I 3��Y�(1 R,I,�aM"��1 I?Bi,9��;�^, h1� :i415 Z(�li.a9p�q. � � � � t'.'��'�, �.......� ...............�...�s�� a°��rr�rn��t�l �,�a�9�� J�i�l�l� ��i'��P° We believe that the audit evidence we ha�e obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Denton, Texas, as of September 30, 2017, and the respective changes in financial position and, where applicable, cash flows thereof and the respective budgetary comparison for the General Fund for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supple�nentary Infor�nation Accounting principles generally accepted in the United States of America require that the management's discussion and analysis, schedules of changes in net pension liability and related ratios, schedules of contributions, and the schedule of funding progress for the post-employment benefits plan be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We ha�e applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Infor�nation Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City of Denton, Texas' basic financial statements. The introductory section, combining and individual fund financial statements and schedules, capital assets schedules, and the statistical section are presented for purposes of additional analysis and are not a required part of the basic financial statements. The combining and individual fund financial statements and schedules and the capital assets schedules are the responsibility of management and was derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the combining and individual fund financial statements and schedules and the capital assets schedules are fairly stated, in all material respects, in relation to the basic financial statements as a whole. The introductory and statistical sections ha�e not been subjected to the auditing procedures applied in the audit of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on them. Other Reporting Required by Government Auditing Standards In accordance with Govern�nent Auditing Standards, we have also issued our report dated March 2, 2018 on our consideration of the City of Denton, Texas' internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Govern�nent Auditing Standards in considering the City of Denton, Texas' internal control over fmancial reporting and compliance. �a�'�i.Q.o � �l�u�nrr Waco, Texas March 2, 2018 . �I' � L • l._. •�P. c � ,, ., ,;,, , , i, �„�� J �;; ;., ; < '�, �� , ,,, �, , ,, � w,i �„` CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS SEPTEMBER 30, 2017 The Management's Discussion and Analysis is designed to (a) assist the reader in focusing on significant financial issues, (b) provide an overview of the City's financial activity, (c) identify changes in the City's financial position (its ability to address the next and subsequent years' challenges), (d) identify any material deviations from the financial plan (the approved budget), and (e) identify individual fund issues or concerns. Since the Management's Discussion and Analysis (MD&A) is designed to focus on the current year's activities, resulting changes and currently known facts, please read it in conjunction with the Transmittal Letter (beginning on page i) and the City's financial statements (beginning on page 15). FINANCIAL HIGHLIGHTS • The assets of the City exceeded its liabilities at the close of the fiscal year ended September 30, 2017 by $832,938,794 (netposition). Ofthis amount, $138,682,191 (unrestricted netposition) may be used to meet the government's ongoing obligations to citizens and creditors. • The City's total net position on the statement of net position increased by $57,055,549 in fiscal year 2017. • As of September 30, 2017, the City's governmental funds reported combined fund balances of $141,964,748, an increase of $17,214,949 in comparison with the prior fiscal year. Compared to the prior year, revenues were higher by $162 million due primarily to higher property t� of $5.5 million, sales t� of $42 million, franchise fees of $1.6 million, intergovernmental revenues of $4.4 million, investment revenue of $03 million, and miscellaneous revenue of $1.0 million. The higherrevenues were offsetby lower fees for service of $0.5 million, and fines and forfeitures of $0.4 million. Expenditures reflect higher costs for public safety of $2.1 million, higher costs for general government of $03 million, higher costs for parks and recreation of $02 million, higher cost forpublic works expenses of $43 million, and higher capital expenditures of $132 million. Total expenditures of the City's combined governmental funds are $20.6 million higher than the prior year. New proceeds from the issuance of long-term debt added $33.4 million in new funding. Net transfers decreased by $0.7 million, from $1.6 million in fiscal year 2016, to $0.9 million in fiscal year 2017. Approximately 203% of the $141,964,748, or $28,828,396, is a�ailable for spending at the government's discretion (unassigned fund balance) The City's total noncurrent liabilities, including other noncurrent liabilities, increased by $301,101,497 during the fiscal year. The primary reasons for the changes are the issuance of $29.1 million of general obligation refunding and improvement bonds, $90.8 million of certificates of obligation, and the issuance of $214.9 million of utility revenue bonds, offset by the normal pay down of general obligation bonds and certificates of obligation of $46.0 million. The general obligation refunding bonds refunded $13.0 million of general obligation bonds. In addition to issuance and pay down of debt, the City's total noncurrent liabilities for pensions decreased by $1.5 million while other post-employment benefit obligations increased by $2.7 million. Additional information on the City's long-term debt can be found in note N. G. on pages 53 - 57 of this report. OVERVIEW OF THE FINANCIAL STATEMENTS The Management's Discussion and Analysis is intended to serve as an introduction to the City of Denton's basic financial statements. The City's basic financial statements are comprised of three components: (1) government- wide financial statements, (2) fund financial statements and (3) notes to the financial statements. This report also contains other supplementary information in addition to the basic financial statements themselves. Government-wide Financiai Statements. The government-wide fmancial statements are designed to provide readers with a broad overview of the City's finances in a manner similar to a private-sector business. The statement of net position presents information on all of the City's assets, liabilities, deferred inflows, and deferred outflows with the difference reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the City is improving or deteriorating. The statement of activities presents information showing how the City's net position changed during the most recent fiscal year. All of the current year's revenues and expenses are taken into account regardless of when cash is received or paid. Thus, revenues and expenses are reported in this statement for some items that will only CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2017 result in cash flows in future fiscal periods (e.g., uncollected taxes and earned but not used vacation lea�e). Both the statement of net position and the statement of activities are prepared using the accrual basis of accounting as opposed to the modified accrual basis. In the Statement of Net Position and the Statement of Activities, the City is divided between two kinds of activitie s: Governmentai activities. Most of the City's basic services are reported here, including police, fire, libraries, development, public services and operations, public works, building inspection, technology services and general administration. Property t�es, sales t�es, and franchise fees finance most of these activities. . Business-type activities. The City charges a fee to customers to cover the cost of services it provides. The City's utility systems (electric, water and wastewater), solid waste, and airport activities are reported here. The government-wide financial statements can be found on pages 15 - 17 of the report. Fund Financiai Statements. A fund is a grouping of related accounts used to maintain control over resources that ha�e been segregated for specific activities or objectives. Fund financial statements provide detailed information about the most significant funds, not the City as a whole. Some funds are required to be established by state law or bond covenants. However, the City Council establishes many other funds to help it control and manage money for particular purposes or to show that it is meeting legal responsibilities for using certain t�es, grants and other monies. The below illustration summarizes the major features the City's financial statements. Major Features of City of Denton's Government-wide and Fund Financial Statements Fund Statements Government-wide Statements Governmental Funds Proprietary Funds Required financial Statement of net position Balance Sheet Statement of net position statements Statement of activities Statement of revenues, Statement of revenues, expendituresandchangesin expensesandchangesin net fund balances position Statement of cash flows Types of asset/liability All assets and liabilities, Only assets expected to be All assets and liabilities, both information both financial and capital, used up and liabilities that financial and capital, short- short-term and long-term come due during the year or term and long-term soon thereafter; no capital assets included All of the funds of the City can be divided into three categories: governmental funds, proprietary funds and fiduciary funds. • Governmentai funds. The majority ofthe City's basic services are reported in governmental funds, which focus on how money flows into and out of those funds and the balances left at year-end that are a�ailable for CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2017 spending. These funds are reported using an accounting method identified as the modified accrual basis of accounting, which measures cash and all other financial assets that can readily be converted to cash. The governmental fund statements provide a detailed short-term view of the City's general government operations and the basic services it provides. Governmental fund information helps the reader determine whether there are more or fewer financial resources that can be spent in the near future to finance the City's programs. By comparing information presented for governmental funds with similar information presented for governmental activities in the government-wide financial statements, readers may better understand the long-term impact of the government's near-term financing decisions. The relationship or differences between governmental activities (reported in the Statement of Net Position and the Statement of Activities) and governmental funds are detailed in a reconciliation following the fund financial statements. The City of Denton maintains twelve governmental funds. Information is presented separately in the governmental funds balance sheet and in the governmental funds statement of revenues, expenditures and changes in fund balances for the general fund, debt service fund and capital projects fund, all of which are considered to be major funds. Data from the other nine governmental funds are combined into a single, aggregated presentation. Individual fund data for eight of these non-major governmental funds, along with an aggregate of all other governmental funds, is provided in the form of combining statements elsewhere in this report. Proprietary funds. The City charges customers for certain services it provides, whether to outside customers or to other units within the City. These services are generally reported in proprietary funds. Proprietary funds are reported in the same manner that all activities are reported in the Statement of Net Position and the Statement of Activities. In fact, the City's enterprise funds (a component of proprietary funds) are similar to the business-type activities that are reported in the government-wide statements but provide more detail and additional information, such as cash flows. The internal service funds (the other component of proprietary funds) are utilized to report activities that provide supplies and services for the City's other programs and activities, such as the City's municipal warehouse, the City's self-insurance fund, and the City's equipment maintenance function. Because these services benefit both governmental and business-type functions, they have been included in both the governmental and business-type activities in the government-wide financial statements. The City of Denton maintains five enterprise funds. The City uses enterprise funds to account for its electric, water, wastewater, solid waste, and airport operations. The funds provide the same type of information as the government-wide financial statements, only in more detail and include the internal service fund-type activity. The City considers all enterprise funds to be major funds. Fiduciary funds. Fiduciary funds are used to account for resources held for the benefit of parties outside the government. Fiduciary funds are not reflected in the government-wide financial statement because the resources of those funds are not available to support the City's own programs. The accounting used for fiduciary funds is much like that used for proprietary funds. Agency funds are a component of fiduciary funds. Agency funds differ from other fiduciary funds in that they do not typically involve a formal trust agreement. Agency funds are used to account for situations where the City's role is purely custodial, such as receipt, temporary investment and remittance of fiduciary resources to individuals, private organizations, or other governments. The City maintains one fiduciary fund, an agency fund. The City uses agency funds to account for the collection and payment of property and evidence, temporary developer holdings and other similar relationships. Notes to the financiai statements. The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. The notes to the financial statements can be found on pages 33 - 78 of this report. CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2017 GOVERNMENT-WIDE FINANCIAL ANALYSIS As of September 30, 2017, the City's combined net position were $832,938,794, of which $173,429,494 can be attributed to governmental activities and $659,509,300 attributed to business-type activities. This analysis focuses on the net position (Table 1) and changes in net position (Table 2) of the City's governmental and business-type activities. The largestportion ofthe City's netposition (802%) reflects its investmentin capital assets (e.g., land, building, machinery and equipment), less any related debt used to acquire those assets that is still outstanding. The City uses these capital assets to provide services to citizens; consequently, these assets are not a�ailable for future spending. Although the City's investment in its capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. Table 1 Net Position (in tholisands) GovernmentalActivities Bl�siness-type Activities Total 2017 2016 2017 2016 2017 2016 Ci�rrent and other assets $ 268,812 $ 228,329 $ 541,416 $ 411,484 $ 810,228 $ 639,813 Capital assets, net of acciimiilated depreciation 266,657 237,091 1,081,445 867,834 1,348,102 1,104,925 Total assets 535,469 465,420 1,622,861 1,279,318 2,158,330 1,744,738 Deferred outflows of resot�rces Long-term liabilities olitstanding Other liabilities Total liabilities Deferred inflows of resot�rces Net position: Net investment in capital assets Restricted Unrestricted Total net position 26,540 31,094 15,437 17,949 41,977 49,043 246,484 223,907 883,259 604,736 1,129,743 828,643 137,843 114,351 95,004 71,384 232,847 185,735 384,327 338,258 978,263 676,120 1,362,590 1,014,378 4,253 2,830 526 690 4,779 3,520 165,408 145,310 502,801 460,330 668,209 605,640 14,531 13,737 11,516 8,892 26,047 22,629 (6,510) (3,621) 145,192 151,235 138,682 147,614 $ 173,429 $ 155,426 $ 659,509 $ 620,457 $ 832,938 $ 775,883 Governmental activities increasedthe City's netposition by $18,003,463. Business-type activities increased the City's net position by $39,052,086. The key elements of these increases are contained in Table 2. s CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2017 Revenues: Program Revenues: Charges for services Operating grants and contributions Capital grants and contr�utions General Revenues: Property tax Sales tax Franchise taY Hotel occupancy tax Beverage taY B ingo taY Investment Income Miscellaneous Total revenue s Expenses: General government Public safety Public works Parks and recreation Interest on long-term debt Electric Water W astew ater Solid waste Airport Total e�enses Increase in net position before transfers Transfers Increase in net position Net position at beginning of year Net position at end of year Table 2 CY�anges in Net Position (in thousands) Governmental Business-type Activitie s Activitie s Total 2017 2016 2017 2016 2017 2016 $ 19,334 $ 21,841 $ 282,063 $ 268,793 $ 301,397 $ 290,634 4,668 2,856 - - 4,668 2,856 17,180 5,885 20,348 7,705 37,528 13,590 64,349 58,788 - - 64,349 58,788 36,841 32,624 - - 36,841 32,624 24,211 22,659 - - 24,211 22,659 2,374 2,243 - - 2,374 2,243 618 597 - - 618 597 14 19 - - 14 19 1,330 1,020 3,472 2,010 4,802 3,030 2,234 1,586 384 1,198 2,618 2,784 173,153 150,ll8 306,267 279,706 479,420 429,824 40,762 33,847 - - 40,762 33,847 68,547 63,ll8 - - 68,547 63,ll8 24,994 24,557 - - 24,994 24,557 16,793 16,044 - - 16,793 16,044 4,971 4,665 - - 4,971 4,665 - - 174,901 145,964 174,901 145,964 - - 28,203 26,001 28,203 26,001 - - 26,730 23,921 26,730 23,921 - - 34,533 29,435 34,533 29,435 - - 1,931 2,537 1,931 2,537 156,067 142,231 266,298 227,858 422,365 370,089 17,086 7,887 39,969 51,848 57,055 59,735 917 1,184 (917) (1,184) - - 18,003 9,071 39,052 50,664 57,055 59,735 155,426 146,355 620,457 569,793 775,883 716,148 $173,429 $ 155,426 $ 659,509 $ 620,457 $ 832,938 $ 775,883 Governmentai activities. Expenses for the governmental activities reflects an increase of $6.9 million in general government, an increase of $5.4 million in public safety, a$0.4 million increase in public works, and a $0.7 million increase in parks and recreation. The most significant governmental activities expense was in providing public safety, which incurred expenses of $68,546,557. The most significant portion of public safety is the cost of personnel, which totaled $54,136,532. Governmental activities expense also includes general government, which incurred $40,761,972 in expenses, of which $17,008,730 represented personnel charges. These expenses were funded by revenues collected from a variety of sources, with the largest being from property t�es, which are $64,348,754 for the fiscal year ended September 30, 2017. The $10.6 million increase in the governmental program revenues are mainly due to an increase of $10.4 million in capital grants and contributions for public works and a$1.1 million increase for parks and recreations, offset by charges for services decrease of 9 CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2017 $0.7 million for General government, $1.1 million decreased for public safety and a decreased $0.9 million for parks and recreation. Total operating grants and contributions increased by $1.8 million for general government, public safety and parks and recreation. Governmental general revenues included an increase of $5.6 million for property tax due to rising values and an increase of $42 million for sales t� due to an improving economy. Transfers reflect a$09 transfer into governmental activities for the current year as compared to a transfer in of $1.1 million for the prior fiscal year. Business-type activities. Business-type activities increased the City's net position by $39,052,086, accounting for 68.4% of the growth in the entity-wide net position. All Utility service revenues increased by a total of $12.6 million. Electric charges for services increased by $5.9 million. Water charges for services increased by $2.9 million as compared to the service charges from prior year. Wastewater charges provided $12 million of the increase. Solid Waste charges for service provided an additional $2.5 million. Airport charges for goods and services increased by $02 million as compared to service charges from the prior year. Water and Wastewater collected $5.0 million and $2.4 million in impact fees, respectively, reflecting a$0.1 million increase over the prior year. Capital contributions, which arise from new property development within the City, represent a maj or revenue source for the Water, Wastewater, and Airport during the current fiscal year, producing an additional $12.6 million in revenue compared to the prior year. The Airport gas well revenues contributed an additional $0.6 million to the increase in net position, an increase of $0.1 million from the prior year. Total enterprise funds operating costs, before depreciation, increased by $21.4 million. Electric expenses reflect an increase of costs related to purchase power costs of $15.0 million and administrative cost of $1.0 million. Water expenses reflect $0.5 million in increased costs for personal services and $02 million for repairs and $0.1 million for administrative costs. Wastewater expenses reflect an increase for materials and supplies of $02 million, and administrative costs of $0.1 million. Solid Waste operations expenses reflect an increased costs for personal services of $0.8 million, administrative costs of $0.1 million, and closure/post closure costs of $22 million due to a new engineering study of the closure costs associated with the landfill expansion. Airport operations expenses reflect a$0.5 million decrease in debt service costs and a$0.1 million decrease in personnel costs. FINANCIAL ANALYSIS OF THE GOVERNMENT'S FUNDS As noted earlier, the City uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. Governmentai funds. The focus of the City's governmental funds is to provide information on near-term inflows, outflows, and balances of resources a�ailable to spend. Such information is useful in assessing the City's financing requirements. In particular, unassigned fund balance may serve as a useful measure of a government's net resources available for spending at the end of the fiscal year. As ofthe end ofthe current fiscal year, the City's governmental funds reported a combined ending fund balance of $142.0 million, an increase of $172 million in comparison with the prior year. Approximately $28.8 million constitutes unassigned fund balance, which is available for spending at the government's discretion. The remainder of the fund balance has been classified to indicate that it is not a�ailable for new spending because it has already been classified as restricted ($89.8 million), committed ($8.5 million), and assigned ($14.8 million). The General Fund is the chief operating fund of the City. At September 30, 2017, the unassigned fund balance of the General Fund was $31.8 million, or 26.7% of budgeted general fund expenditures. The General Fund's ending fund balance increased by $3.6 million during the current fiscal year. The change in fund balance is due to expenditures, including other financing uses, of $106.9 million, and revenues, including other financing sources, of $110.5 million. Revenues were $8.0 million higher compared to the previous year primarily due to increased t�es of $7.7 million, intergovernmental revenues of $0.1 million, and investment revenue of $0.1 million. The net change in expenditures was $52 million higher as compared to the previous year primarily due to increased costs related to personal services, operations, and transfers out. The increased personnel costs accounted for $1.9 million, of which public safety accounted for all of the personnel costs. The increased operations costs of $1.0 million over the prior year is related to an increase of general government in the amount lo CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2017 of $0.7 million, public safety in the amount of $02 million, and public works in the amount of $0.1 million. The increased transfers out of $0.5 is due to increased transfers to capital projects. Personnel costs, on a year over year comparison, were higher due to an a�erage merit increase of 3% for non- civil service employees, a pay adjustment for civil service employees to reach the market a�erage plus 5% and continued step raises for public safety civil service employees. Additional personnel costs included equity adjustments for employees whose salary was below the market rate for their positions. During the fiscal year 20 FTE's were added to public safety, and 13.6 FTE's were added to neighborhood and community services in general government. At the end of the fiscal year, the capital projects fund has a total fund balance of $89.4 million, an increase of $142 million. The total fund balance is made up of $74.5 million in restricted funds and $14.8 million in assigned funds, all for capital construction and acquisition. In 2017, the City received $35.9 million of proceeds from the issuance of debt and recognized $5.6 million of regional toll revenues from the Texas Department of Transportation, while expending $36.8 million on construction and acquisition. In addition, the capital projects fund received $0.6 million in interest income, $0.1 million from the sale of fixed assets and insurance recoveries, and $9.1 million of transfers from other funding sources. The City also received approximately $5.9 million more in developer's contributed capital than in the prior year for a total of $9.4 million recorded in the government-wide financial statements. The debt service fund has a total fund balance of $5.4 million, all of which is restricted for the payment of debt service. As compared with the prior year results, the overall increase in the debt service fund balance of $0.5 million resulted from an increase of $2.0 million in tax revenue offset by an increase of $1.5 million in principal and interest costs. Additional amounts include a reduction from the prior year of a$1.5 million of premiums on debt issuance, a reduction of $1.5 million in the refunding bonds issued and the payments to refunded bond escrow agent, and a reduction of transfers in by $0.1 million. Proprietary funds. The City's proprietary funds provide the same type of information found in the government- wide financial statements, but in more detail. Unrestricted net position at September 30, 2017 in proprietary funds are $47.8 million for Electric, $44.9 million for Water, $38.0 million for Wastewater, $2.8 million for Solid Waste, and $2.9 million for the Airport Fund. The results reflect an decrease of the unrestricted net position in the Electric Fund of $15.0 million, while increases were reflected in the Water fund of $4.7 million, the Wastewater fund of $6.0 million, the Solid Waste fund of $0.6 million, and a the Airport fund of $0.1 million. Other factors concerning the finances of these funds have already been addressed in the discussion of the City of Denton's business-type activities. GENERAL FUND BUDGETARY HIGHLIGHTS During fiscal year 2017, three formal amendments to adjust the City's of Denton Annual Program of Services was approved by Council for the General Fund. Council approved funding to provide for additional improvements, equipment and other expenses. The additional funds increased the General Fund by $4.6 million, the Electric Fund for higher power purchase costs by $13.0 million, the Downtown Reinvestment Fund and the Library Donation Fund by $20,000 each, and the Tourist and Convention Fund by $02 million. GENERAL FUND BUDGET TO ACTUAL HIGHLIGHT For fiscal year 2017, General Fund actual expenditures (including transfers) on a budgetary basis were $1152 million compared to the final budget of $119.0 million. The $3.8 million positive expenditure variance was primarily due to reduced costs of $2.7 million in personnel, $03 million in materials, $0.1 in maintenance and $0.7 million in insurance costs. � CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2017 The personnel sa�ings is due to reduced costs of $0.5 million in general government, $1.5 million in public safety, $0.1 million in public works and $0.6 million in parks and recreation. In addition to personnel sa�ings, general government, public safety, and parks and recreation also saw a combined reduced costs of $0.7 million in insurance costs. Parks and recreation experienced additional reduced costs of $03 million in materials and repair costs. General government experienced a positive $0.1 variance of lower than budgeted transfers out. Actual revenues for the General Fund (including transfers and sale of capital asset) on a budgetary basis were $118.8 million compared to the final budget of $114.4 million. Of the $4.4 million revenue variance, appro�mately $4.0 million of the positive revenue variance is due to greater that budgeted sales t� revenue, a $0.6 million positive revenue variance for ad valorem t�, a$03 million negative revenue variance for fees for service, a$0.5 million negative revenue variance for fines and forfeitures, a$02 million negative revenue variance for franchise fees, and a$0.4 million positive revenue variance for miscellaneous revenues. The City of Denton's General Fund unassigned fund balance at September 30, 2017 is $31.8 million, or 26.7% of budgeted expenditures. Below is a listing of the ending unassigned balances for the prior year, as well as the fiscal year 2017 unassigned fund balance. Unassigned balance % of total budgeted expenditures P olicy level Actual Actual 9/30/2017 9/30/2016 $31,770,773 $28,070,483 26.7% 25.4% 20% plus up to 20% plus up to a 5% resiliency a 5% resiliency reserve reserve The largest revenue source of the General Fund's budget was the ad valorem tax. Denton's ad valorem t� rate is comprised of two components. The first is the operations and maintenance component that is used to calculate revenue for the City's General Fund operations. The second component is the debt portion that is used to calculate revenue to pay the City's general debt service obligations. The Denton Central Appraisal District's certified appraisal roll shows an increase of 823% compared to the prior year certified value, which showed an increase of 8.54%. The current property t� year included $208.4 million of new growth and construction that was added to the tax rolls in T� year 2016 as compared to T� year 2015. The fiscal year 2017 ad valorem t� rate decreased to $0.68334 as compared to the prior years' rate of $0.68975 per $100 of valuation. CAPITAL ASSET AND DEBT ADMINISTRATION Capitai assets. At the end of fiscal year 2017, the City had $1,348,101,996 invested in a broad range of capital assets, including police and fire equipment, buildings, park facilities, roads, bridges, electrical infrastructure, and water and sewer lines (see Table 3 below). This amount represents a net increase (including additions and deductions) of $243,177,803 or 22.0% over the prior fiscal year. lz CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2017 Table 3 CapitalAssets atYear-end (Net of Accumulated Depreciation, in Thousands) GovernmentalActivities Business-type Activities Totals 2017 2016 2017 2016 2017 2016 Land $ 21,679 $ 16,511 $ 29,413 $ 27,182 $ 51,092 $ 43,693 Landfill improvements - - 3,712 5,336 3,712 5,336 Building and improvements 40,172 35,182 16,009 12,439 56,181 47,621 Plant, machinery and equipment 40,691 35,278 263,292 195,463 303,983 230,741 Water rights - - 50,135 50,831 50,135 50,831 Infrastructure 107,434 94,165 363,451 339,628 470,885 433,793 Construction in progress 56,681 55,955 355,433 236,955 412,114 292,910 Total capital assets $ 266,657 $ 237,091 $1,081,445 $ 867,834 $1,348,102 $ 1,104,925 This year's major asset additions included: Description Amount McKinney Substation $ 15,069,268 Pockrus Substation 12,091,068 Westpark Infrastructure 6,535,766 Linda McNatt Animal Shelter 5,658,879 Eagle Drive Improvements 4,531,773 Pecan Creek Interceptor Phase III 3,266,259 Country Lake Subdivision Infrastructure 3,096,436 Highway 380 Utility Relocations 2,917,375 Ryan Meadows Subdivision Infrastructure 2,841,309 Fire Station Land 2,779,080 Total $ 58,787,213 Additional information on the City's capital assets can be found in note IV. D. on pages 48 - 50 of this report. Debt. At year-end, the City had $977.7 million in bonds and notes outstanding as compared to $701.9 million at the end of the prior fiscal year, an increase of 393%, as shown in Table 4. General obligation bonds Certificates of obligation Revenue bonds Total Table 4 Outstanding Debt at Year-end (in thousands) Governmental Activities Business-type Activities 2017 2016 2017 2016 $ 118,268 $ 109,861 49,285 34,565 $ 167,553 $ 144,426 $ 127,677 467,620 214,890 $ 810,187 $ 141,064 416,465 $ 557,529 Totals 2017 2016 $ 245,945 516,905 214,890 $ 977,740 $ 250,925 451,030 $ 701,955 These amounts do not include net unamortized premiums/ (discounts) of $80,023,714 or net deferred gain/ (loss) on refunding of ($6,439,114). 13 CITY OF DENTON, TEXAS MANAGEMENT'S DISCUSSION AND ANALYSIS (continued) SEPTEMBER 30, 2017 During the current fiscal year, the City issued debt two times, in January 2017 and in May 2017. The January debt issuance resulted in $214.9 million in utility system revenue bonds to be used to acquire and construct additions and improvements to the City's electric light and power system, including new quick start peak power generation facilities. The May debt issuance resulted in $90.8 million in certificates of obligation, of which $73.8 million was for enterprise operations and $17.0 million for governmental activities, and $29.1 million in general obligation refunding and improvement bonds which refunded $13.0 million in general obligation bonds and provided $172 million of new funding for various governmental capital improvements. Normal pay down in debt was $21.1 million in general obligation bonds and $24.9 million in certificates of obligation. Moody's Investor's Service, Inc. has given the City's General Obligation Bonds and the Certificates of Obligation a rating of "Aa2." Standard and Poor's Corporation has given both the City's General Obligation Bonds and Certificates of Obligation an"AA+" rating. Fitch has given the City's General Obligation Bonds and the Certificates of Obligation a rating of "AA+." The City is permitted by Article XI, Section 5 of the State of Texas Constitution to levy t�es up to $2.50 per $100 of assessed valuation for general governmental services including the payment of principal and interest on general obligation long-term debt. The current ratio of t�- supported debt to certified assessed value of all taxable property is 2.41%. Other long-term liabilities. The City maintains a self-insurance program for general liability, auto liability, public officials' liability, errors and omission liability, police professional liability, and workers' compensation. Private insurance companies cover claims for property loss over $50,000 per location/$250,000 per occurrence aggregate, for workers' compensation losses over $500,000 per occurrence, and for liability over $500,000 per occurrence. The Risk Retention Fund has a reserve for claims and judgments of $2.5 million outstanding at year- end compared with $2.5 million at the end of the prior fiscal year. Other obligations include pension liabilities, accrued vacation pay and sick lea�e. More detailed information aboutthe City's long-term liabilities is presented in Note N. G., on pages 53 - 57 of this report. ECONOMIC FACTORS AND NEXT YEAR'S BUDGETS AND RATES While growth for the Denton community is expected to be moderate in the short term, demands for city services are expected to remain strong over the long term. As a result, the fiscal year 2018 Budget includes an Ad valorem t� rate of $0.637856/$100 valuation, a decrease of $0.045484/$100 in comparison to the prioryear. While sales t� increased over the prior year by 12.9%, the fiscal year 2018 Budget proj ects a decrease of 1.8% over fiscal year 2017 actual sales t� revenues. General Fund expenditure enhancements for fiscal year 2018 include new positions in public safety and transportation while neighbor service and administrative and community services reduced positions. Funding enhancements of $1.4 million will be budgeted for public safety, $0.5 million for neighbor services, $0.1 million for transportation, and $0.5 million for administrative and community services in fiscal year 2018 in accordance with priorities established through the Strategic Plan. The fiscal year 2018 budget includes a decrease of 1.0% for the Energy Cost Adjustment (ECA) rate across all electric customer classes. The water, wastewater and solid waste rates ha�e no changes in fiscal year 2018. REQUESTS FOR INFORMATION This financial report is designed to provide a general overview of the City's finances for all those with an interest in the City's finances. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to the City of Denton Finance Department, 215 E. McKinney, Denton, Texas 76201. 14 CITY OF DENTON, TEXAS STATEMENT OF NET POSITION AS OF SEPTEMBER 30, 2017 Exhibit I Primary Government Governmental Business-type Activities Activities Total ASSETS: Current assets: Cash, cash equivalents and investments, at fair value $ 73,260,057 Receivables, net of allowances: Taxes 7,512,217 Accounts - Unbilled utility service - Interest 316,407 Other 4,387,573 Internal balances (13,305,658) Due from other governments 4,184,594 Inventory 7,543,184 Prepaid items 197,182 Other Assets Total current assets 84,095,556 Noncurrent assets: Restricted assets: Cash, cash equivalents and investments, at fair value 183,622,576 Escrow deposits 189,000 Accrued interest 816,506 Other receivables 88,573 Capital assets not being depreciated: Land 21,678,996 Construction in progress 56,681,662 Capital assets, net of accumulated depreciation: Buildings 40,171,941 Plant, machinery and equipment 40,690,983 Infrastructure 107,433,845 Landfill improvements - Water rights - T�otal noncurrent assets 451,374,082 Total assets 535,469,638 DEFERRED OUTFLOWS OF RESOURCES Deferred loss on refundings 2,031,132 Deferred pension balances 24,508,814 Total deferred outflows of resources 26,539,946 LIABILITIES: Current liabilities: Accounts payable 7,667,479 Retainage payable 33,372 Deposits - Accrued interest 5,472 Noncurrent liabilities due within one year 25,686,936 Other liabilities 366,094 Unearned revenue 95,285,803 Payable from restricted assets: Accounts payable 6,875,292 Retainage payable 960,173 Accrued interest 962,223 Total current liabilities 137,842,844 Noncurrent liabilities: Noncurrent liabilities due in more than one year 246,484,212 T�otal noncurrent liabilities 246,484,212 Total liabilities 384,327,056 DEFERRED INFLOWS OF RESOURCES Deferred pension balances 4,253,034 Total deferred inflows of resources 4,253,034 NET POSITION: Net investment in capital assets 165,408,284 Restricted for: Debtservice 4,666,797 Parks and recreafion 5,760,075 Capital acquisition - Other grants and purposes 4,104,036 Unrestricted (6,509,698) Total net position $ 173.429.494 The notes to the basic financial statements are an integral part of this statement. 15 $ 184,233,710 12,978,316 15,430,089 811,932 1,770,270 13,305,658 22,056,236 26,930,415 277,516,626 262,692,264 50,000 1,157,753 $ 257,493,767 7,512,217 12,978,316 15,430,089 1,128,339 6,157,843 4,184,594 7,543,184 22,253,418 26,930,415 361,612,182 446,314,840 239,000 1,974,259 88,573 29,412,602 51,091,598 355,433,364 412,115,026 16,009, 301 56,181,242 263,292,164 303,983,147 363,450,727 470,884,572 3,711,709 3,711,709 50,134,702 50,134,702 1,345,344,586 1,796,718,668 1,622,861,212 2,158,330,850 4,407,982 6,439,114 11,029,165 35,537,979 15,437,147 41,977,093 17,587,373 11,942 4,832,708 48,489,970 13,665,241 3,155,749 7,260,583 95,003,566 883,259,747 883,259,747 978,263,313 25,254,852 45,314 4,832,708 5,472 74,176,906 366,094 95,285,803 20,540,533 4,115,922 8,222,806 232,846,410 1,129,743,959 1,129,743,959 1,362,590,369 525,746 4,778,780 525,746 4,778,780 502,801,204 668,209,488 2,671,250 7,338,047 - 5,760,075 8,844,957 8,844,957 - 4,104,036 145,191,889 138,682,191 $ 659.509.300 $ 832.938.794 CITY OF DENTON, TEXAS STATEMENT OF ACTIVITIES FOR THE YEAR ENDED SEPTEMBER 30, 2017 Functions/Programs Primary government: Governmental activities: General government Public safety Public works Parks and recreation Interestexpense Total governmental activities Business-type activities: Electric system Water system Wastewater system Solid waste Airport Total business-type activities Total primary government Expenses � 40,761,972 68,546,557 24,994,628 16,792,417 4,970,968 156,066,542 174,900,860 28,202,500 26,730,157 34,532,856 1,930,767 266,297,140 � 422,363,682 Charges for Services � 5,266,777 8,773,221 879,453 4,414,379 19,333,830 172,027,080 41,332,006 33,360,603 33,847,593 1,495,619 282,062,901 � 301,396,731 The notes to the basic financial statements are an integral part of this statement. 16 Program Revenues Operating Grants and Contributions � 2,568,095 1,589,158 16,062 494,476 4,667,791 Exhibit II Capital Grants and Contributions $ 99,345 170,697 15,801,701 1,108,348 17,180,091 - 5,362,783 - 10,298,946 - 4,686,160 - 20,347,889 � 4,667,791 � 37,527,980 (continued on the following page) CITY OF DENTON, TEXAS STATEMENT OF ACTIVITIES (concluded) FOR THE YEAR ENDED SEPTEMBER 30, 2017 Functions/Programs Primary government: Governmental activities: General government Public safety Public works Parks and recreation Interestexpense Total governmental activities Business-type activities: Electric system Water system Wastewater system Solid waste Airport Total business-type activities Total primary government Exhibit II Net (Expense) Revenue and Changes in Net Position Primary Government Governmental Business-type Activities Activities Total � (32,827,755) � - � (32,827,755) (58,013,481) - (58,013,481) (8,297,412) - (8,297,412) (10,775,214) - (10,775,214) (4,970,968) - (4,970,968) (114,884,830) - (114,884,830) (114,884,830) General revenues: Taxes: Propertytax 64,348,754 Sales tax 36,841,137 Franchise fees 24,211,081 Hotel occupancy tax 2,374,221 Beverage tax 617,662 Bingo tax 13,633 Investment income 1,330,008 Gain on sale of capital assets 192,583 Miscellaneous 2,042,274 Transfers 916,940 Total general revenues and transfers 132,888,293 Change in net position 18,003,463 Net position at beginning of year 155,426,031 Net position at end of year � 173,429,494 The notes to the basic financial statements are an integral part of this statement. 17 (2,873,780) 18,492,289 16,929,392 (685,263) 4,251,012 36,113,650 36,113,650 3,471,635 383,741 (916,940) 2,938,436 39,052,086 620,457,214 $ 659,509,300 (2,873,780) 18,492,289 16,929,392 (685,263) 4,251,012 36,113,650 (78,771,180) 64,348,754 36,841,137 24,211,081 2,374,221 617,662 13,633 4,801,643 576,324 2,042,274 135,826,729 57,055,549 775,883,245 � 832,938,794 (concluded) CITY OF DENTON, TEXAS BALANCESHEET GOVERNMENTAL FUNDS AS OF SEPTEMBER 30, 2017 ASSETS: Cash, cash equivalents and investments, at fair value Receivables, net of allowances for uncollectibles: Taxes Accrued interest Other Interfund receivables Due from other governments Total assets LIABILITIES: Accounts payable Retainage payable Interfund payables Other liabilities Unearned revenues Total liabilities DEFERRED INFLOWS OF RESOURCES: Unavailable revenue - property taxes Unavailable revenue - general services Unavailable revenue - intergovernmental Total deferred inflows of resources FUND BALANCES: Restricted for: Debt service Parks and recreation Streets and drainage projects Other capital projects Other grants and purposes Committed to: Streets Parks and recreation Other purposes Assigned to: Streets and drainage projects Capital projects Other purposes Unassigned Total fund balances Total liabilities, deferred inflows of Capital General Debt Service Projects Fund Fund Fund Exhibit III Other Total Governmental Governmental Funds Funds � 25,829,121 � 5,390,038 � 191,562,019 � 16,139,018 � 238,920,196 7,046,871 250,675 - 214,671 7,512,217 114,667 23,756 844,263 71,123 1,053,809 3,892,798 - - 279,703 4,172,501 941,038 - - - 941,038 687,229 - - 3,497,365 4,184,594 � 38,511,724 � 5,664,469 � 192,406,282 � 20,201,880 � 256,784,355 3,979,882 29,977 6,807,732 1,399,381 12,216,972 - - 960,174 33,371 993,545 - - - 391,722 391,722 366,094 - - - 366,094 - - 95,262,923 22,880 95,285,803 4,345,976 29,977 103,030,829 1,847,354 109,254,136 491,988 225,348 - - 717,336 1,409,443 - - - 1,409,443 493,544 - - 2,945,148 3,438,692 2,394,975 225,348 - 2,945,148 5,565,471 - 5,409,144 - - - 4,839,493 - - 51,149,305 - - 18,544,086 5,760,075 4,104,036 1,158,667 439,825 6,889,093 5,409,144 10,599,568 51,149,305 18,544,086 4,104,036 1,158,667 439,825 6,889,093 - - 7,897,077 - 7,897,077 - - 6,945,492 - 6,945,492 - - - 59 59 31,770,773 - - (2,942,377) 28,828,396 31,770,773 5,409,144 89,375,453 15,409,378 141,964,748 resources and fund balances � 38,511,724 � 5,664,469 � 192,406,282 � 20,201,880 � 256,784,355 The notes to the basic financial statements are an integral part of this statement. 18 CITY OF DENTON, TEXAS RECONCILIATION OF THE BALANCE SHEET OF GOVERNMENTAL FUNDS TO THE STATEMENT OF NET POSITION AS OF SEPTEMBER 30, 2017 Total fund balances - governmental funds (Exhibit III) Amounts reported for governmental activities in the statement of net position are different because: Capital assets used in governmental activities are not financial resources and therefore are not reported as assets in governmental funds. Includes capital assets of internal service funds. Certain receivables will be collected next year but are not available soon enough to pay for the current period's expenditures and therefore are reported as deferred inflows of resources in the funds. Deferred outflows of resources are not reported in the governmental funds. Includes deferred outflows of internal service funds: Deferred loss on refundings � 2,031,132 Deferred pension balances 15,828,861 Deferred pension contributions 8,679,953 An internal charge to business-type activities is not recorded at the fund level. Several internal service funds are used by the City's management to charge the costs of certain activities, such as insurance and fleet management, to individual funds. The assets, liabilities, deferred outflows, and deferred inflows of the internal service funds are included with governmental activities. Internal service fund balances not included in other reconciling items listed above or below: Current assets Liabilities � 26,274,552 (11,759,812) Long-term balances, including bonds payable, are not due and payable in the current period and therefore are not reported as liabilities in the funds. Includes balances of internal service funds. Long-term liabilities and related balances at year-end consist of: General obligation bonds payable � (118,267,663) Certificates of obligation payable (49,285,000) Bond (premiums)/discounts (10,994,177) Accrued interest on the bonds (967,695) Capital leases payable (498,062) Net Pension Liability (69,602,329) Other post employment benefits liability (7,098,785) Compensated absences (12,091,119) Deferred inflows of resources are not reported in the governmental funds. Includes deferred outflows of internal service funds: Deferred pension balances Total net position of governmental activities (Exhibit I) The notes to the basic financial statements are an integral part of this exhibit. 19 Exhibit IV 141,964,748 266,657,427 5,565,471 26,539,946 (8,754,974) 14,514,740 (268,804,830) (4,253,034) � 173,429,494 CITY OF DENTON, TEXAS STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2017 REVENUES: Taxes Licenses and permits Franchise fees Fines and forfeitures Fees for services Investment revenue Intergovernmental Miscellaneous Total revenues EXPENDITURES: Current: General government Public safety Public works Parks and recreation Capital outlay Debt service: Principal retirement Advance refunding escrow Bond issuance costs Interest and other charges Total expenditures Excess (deficiency) of revenues over (under) expenditures OTHER FINANCING SOURCES (USES): Refunding bonds issued Payment to refunded bond escrow agent Issuance of long-term debt Premium on debt issuance Insurance recoveries Sale of capital assets Transfers in Transfers out Total other financing sources (uses) Net change in fund balances Exhibit V Capital Other Total General Debt Service Projects Governmental Governmental Fund Fund Fund Funds Funds � 81,040,432 � 20,132,397 � - � 2,991,465 � 104,164,294 3,016,697 - - - 3,016,697 13,113,210 - - 11,097,871 24,211,081 3,646,487 - - 2,392,914 6,039,401 7,417,774 - - 2,977,392 10,395,166 371,305 189,707 642,054 126,942 1,330,008 1,026,313 - 6,147,053 2,474,611 9,647,977 534,705 - 447,030 1,400,973 2,382,708 110,166,923 20,322,104 7,236,137 23,462,168 161,187,332 27,131,242 57,921,901 2,983,128 11,893,750 580,588 - 457,153 3,742,362 31,330,757 - 112,966 3,121,827 61,156,694 - 420,782 12,467,894 15,871,804 - 68,297 2,178,471 14,140,518 - 36,754,088 857,127 38,191,803 50,052 14,245,118 - 56,317 14,351,487 - 103,950 - - 103,950 - 46,826 124,426 - 171,252 - 5,817,769 - 2,180 5,819,949 100,560,661 20,213,663 37,937,712 22,426,178 181,138,214 9,606,262 108,441 (30,701,575) 1,035,990 (19,950,882) - 10,850,000 - - 10,850,000 - (11,358,665) - - (11,358,665) - - 33,405,000 - 33,405,000 - 557,965 2,519,395 - 3,077,360 - - 86,992 - 86,992 214,468 - 21,600 - 236,068 73,690 358,371 9,105,818 1,319,025 10,856,904 (6,293,495) - (204,634) (3,489,699) (9,987,828) (6,005,337) 407,671 44,934,171 (2,170,674) 37,165,831 3,600,925 516,112 14,232,596 (1,134,684) 17,214,949 Fund balance at beginning of year 28,169,848 4,893,032 75,142,857 16,544,062 124,749,799 Fund balances at end of year � 31,770,773 � 5,409,144 � 89,375,453 � 15,409,378 � 141,964,748 The notes to the basic financial statements are an integral part of this statement. 20 CITY OF DENTON, TEXAS RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES FOR THE YEAR ENDED SEPTEMBER 30, 2017 Net change in fund balances - total governmental funds (Exhibit V) Amounts reported for governmental activities in the statement of activities are different because: Governmental funds report capital outlays as expenditures. However, in the statement of activities the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense. This is the amount by which capital outlay (�38,191,803) is different from depreciation and retirement of assets (�16,057,592 =�18,682,334 total governmental minus �2,624,742 internal service portion) in the current period. Revenues in the statement of activities that do not provide current financial resources are not reported as revenues in the funds. Such amounts are recorded in the funds when considered available. The net effect of various miscellaneous transactions involving capital assets (i.e., sales, trade-ins and donations) is to increase net position. Bond proceeds provide current financial resources to governmental funds, but issuing debt increases long-term liabilities in the statement of net position. Repayment of bond principal is an expenditure in the governmental funds, but the repayment reduces long-term liabilities in the statement of net position. This is the amount by which payments exceeded proceeds. Fund-level financials report costs related to bonds as expenditures; however, these are deferred and amortized on the government-wide financials. Certain expenses reported in the statement of activities do not require the use of current financial resources and therefore are not reported as expenditures in governmental funds. Internal service funds are used by management to charge the costs of certain activities, such as insurance and technology services, to individual funds. A portion of the net revenue (expense) of certain internal service funds is reported with governmental activities. The amount reported with business-type activities is �2,464,337. Change in net position of governmental activities (Exhibit II) The notes to the basic financial statements are an integral part of this statement. 21 Exhibit VI 17,214,949 22,134,211 2,334,525 9,039,192 (23,093,982) (2,036,162) (5,512,724) (2,076,546) � 18,003,463 ,, ., ,;,, , , i, �„�� J �;; ;., ; < '�, �� , ,,, �, , ,, � w,i �„` zz CITY OF DENTON, TEXAS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE - BUDGET TO ACTUAL GENERAL FUND FOR THE YEAR ENDED SEPTEMBER 30, 2017 REVENUES: Taxes Licenses and permits Franchise fees Fines and forfeitures Fees for services Investment revenue Intergovernmental Miscellaneous Total revenues EXPENDITURES: Current: General government Public safety Public works Parks and recreation Capital outlay Debt service: Principal retirement Total expenditures Excess (deficiency) of revenues over (under) expenditures OTHER FINANCING SOURCES (USES): Sale of capital assets Transfer in Transfers out Total other financing sources (uses) Excess (deficiency) of revenues and other sources over (under) expenditures and other uses Budgeted Amounts Actual Original Final Amounts Exhibit VII Variance with Adjustments - Actual on a Final Budget - Budgetary Budgetary Positive Basis Basis (Negative) � 76,331,979 � 76,331,979 � 81,040,432 � - � 81,040,432 � 4,708,453 2,964,916 2,964,916 3,016,697 - 3,016,697 51,781 13,329,014 13,329,014 13,113,210 - 13,113,210 (215,804) 4,109,242 4,109,242 3,646,487 - 3,646,487 (462,755) 7,934,837 7,934,837 7,417,774 242,453 7,660,227 (274,610) 271,541 271,541 371,305 - 371,305 99,764 1,002,862 1,002,862 1,026,313 - 1,026,313 23,451 167,706 167,706 534,705 - 534,705 366,999 106,112,097 106,112,097 110,166,923 242,453 110,409,376 4,297,279 32,049,729 31,376,218 27,131,242 56,846,803 56,847,264 57,921,901 3,003,285 3,003,285 2,983,128 12,445, 641 12,291,262 11,893, 750 617,508 549,895 580,588 3,549,823 30,681,065 695,153 (2,973,884) 54,948,017 1,899,247 (104,713) 2,878,415 124,870 (638,232) 11,255,518 1,035,744 - 580,588 (30,693) - - 50,052 - 50,052 (50,052) 104,962,966 104,067,924 100,560,661 (167,006) 100,393,655 3,674,269 1,149,131 2,044,173 9,606,262 409,459 10,015,721 7,971,548 141,000 141,000 214,468 - 214,468 73,468 8,081,468 8,081,468 73,690 8,066,695 8,140,385 58,917 (9,470,964) (14,946,179) (6,293,495) (8,476,154) (14,769,649) 176,530 (1,248,496) (6,723,711) (6,005,337) (409,459) (6,414,796) 308,915 (99,365) (4,679,538) 3,600,925 3,600,925 8,280,463 Fund balances at beginning of year 28,169,848 28,169,848 28,169,848 - 28,169,848 - Fund balance at end of year � 28,070,483 � 23,490,310 � 31,770,773 � - � 31,770,773 � 8,280,463 Adjustments - Budgetary Basis are expenditures allocated to and reimbursed by other funds. These expenditures are recorded in the other funds' financials. The notes to the basic financial statements are an integral part of this statement. 23 CITY OF DENTON, TEXAS STATEMENT OF NET POSITION PROPRIETARY FUNDS AS OF SEPTEMBER 30, 2017 ASSETS: Current assets: Cash, cash equivalents and investments, at fair value Receivables, net of allowances: Accounts Unbilled utility service Accrued interest Other Interfund receivables Merchandise inventory Prepaid items Other Assets Total current assets Noncurrent assets: Restricted assets: Cash, cash equivalents and investments, at fair value Escrow deposit Accrued interest Total restricted assets Capital assets, net of accumulated depreciation Total noncurrent assets Total assets DEFERRED OUTFLOWS OF RESOURCES: Deferred charges on refunding Deferred pension balances Deferred pension contributions Total deferred outflows of resources LIABILITIES: Current liabilities: Accounts payable Retainage payable Claims payable Compensated absences payable Leases payable Deposits Accrued interest Interfund payables Payable from restricted assets: Accounts payable Retainage payable Accrued interest Certificate and general obligation bonds Total current liabilities paid from restricted assets Total current liabilities Exhibit VIII Business-type Activities - Enterprise Funds Utility System Electric Water Wastewater Fund Fund Fund � 82,707,513 � 48,370,037 � 40,928,718 8,109,915 1,852, 748 1,447,676 9,588,752 2,518,450 1,642,663 364,513 213,149 180,383 1,594,228 - - 3,714,053 621,449 215,182 22,056,236 - - 26,930,415 - - 155,065,625 53,575,833 44,414,622 188,235,091 829,600 189,064,691 550,690,234 739,754,925 894,820,550 1,619,363 2,681,821 2,090,820 6,392,004 15,566,637 1,152,287 4,261,775 12,472,519 3,012,357 6,116,508 27,446,701 50,000 120,964 27,617,665 256,168,939 283,786,604 337,362,437 2,326,819 1,267,684 931,539 4,526,042 846,452 10,842 530,704 295,491 391,569 504,721 13,307,739 58,652 13,366,391 208,366,889 221,733,280 266,147,902 291,671 1,007,457 715,620 2,014,748 577,166 1,100 360,791 103,080 227,519 55,048 250,884 22,025,020 10,247,224 5,690,929 43,626,404 11,143,514 6,224,380 64,607,103 12,827,003 7,266,517 (continued on the following page) 24 CITY OF DENTON, TEXAS STATEMENT OF NET POSITION PROPRIETARY FUNDS AS OF SEPTEMBER 30, 2017 ASSETS: Current assets: Cash, cash equivalents and investments, at fair value Receivables, net of allowances: Accounts Unbilled utility service Accrued interest Other Interfund receivables Merchandise inventory Prepaid items Deferred charges Total current assets Noncurrent assets: Restricted assets: Cash, cash equivalents and investments, at fair value Escrow deposit Accrued interest Total restricted assets Capital assets, net of accumulated depreciation Total noncurrent assets Total assets DEFERRED OUTFLOWS OF RESOURCES: Deferred charges on refunding Deferred pension balances Deferred pension contributions Total deferred outflows of resources LIABILITIES: Current liabilities: Accounts payable Retainage payable Claims payable Compensated absences payable Leases payable Deposits Accrued interest Interfund payables Payable from restricted assets: Accounts payable Retainage payable Accrued interest Certificate and general obligation bonds Total current liabilities paid from restricted assets Total current liabilities Business-type Activities - Enterprise Funds Total Solid Waste Airport Enterprise Fund Fund Funds Exhibit VIII Governmental Activities - Internal Service Funds � 9,177,483 � 3,049,959 � 184,233,710 � 17,762,761 1,518,843 1,680,224 40,445 49,134 13,442 176,042 12,416,995 3,288,577 33,362,868 147,039 33,509,907 51,684,890 85,194,797 97,611,792 170,129 1,248,052 956,875 2,375,056 569,200 468,075 160,424 339,865 1,498 341,363 14,533,617 14,874,980 18,163,557 81,702 47,595 129,297 27,918 25,217 11,938 573,634 - 88,344 - 388,470 - 12,978,316 15,430,089 811,932 1,770,270 4,550,684 22,056,236 26,930,415 268,761,652 262,692,264 50,000 1,157,753 263,900,017 1,081,444,569 1,345,344,586 1,614,106,238 4,407,982 6,286,716 4,742,449 15,437,147 17,587,373 11,942 2,537,074 4,832,708 13,665,241 3,155,749 7,260,583 78,224 303,645 7,543,184 197,182 25,884,996 199,676 189,000 880 389,556 7,656,507 8,046,063 33,931,059 31,781 1,417,763 1,071,642 2,521,186 2,325,799 2,237,139 625,946 443,839 5,472 5,100,000 7,989,723 - 45,952,896 299,681 9,040,171 - 70,034,469 299,681 10,237,870 65,073 95,003,566 11,037,876 (continued on the following page) 25 CITY OF DENTON, TEXAS STATEMENT OF NET POSITION PROPRIETARY FUNDS AS OF SEPTEMBER 30, 2017 Noncurrent liabilities: General obligation bonds payable Certificates of obligation Revenue bonds payable, net of premium/discount Compensated absences payable Claims payable Net pension liability Other post employment benefits Landfill closure/postclosure costs Total noncurrent liabilities Total liabilities DEFERRED INFLOWS OF RESOURCES: Deferred pension balances Total deferred inflows of resources NET POSITION: Net investment in capital assets Restricted for debt service Restricted for capital acquisition Unrestricted Total net position Exhibit VIII Business-type Activities - Enterprise Funds Utility System Electric Water Wastewater Fund Fund Fund � 46,534,009 � 56,898,377 � 13,679,366 363,341,157 31,359,654 28,980,946 242,899,002 - - 239,311 58,616 61,339 15,327,970 7,094,349 5,626,355 1,194, 707 1,064,041 753,209 669,536,156 96,475,037 49,101,215 734,143,259 109,302,040 56,367,732 224,742 105,738 84,211 224,742 105,738 84,211 116,389,681 180,907,897 171,479,024 2,671,250 - - - 6,650,271 2,194,686 47,783,622 44,922,533 38,036,997 � 166,844,553 � 232,480,701 � 211,710,707 (continued on the following page) The notes to the basic financial statements are an integral part of this statement. 26 CITY OF DENTON, TEXAS STATEMENT OF NET POSITION (concluded) PROPRIETARY FUNDS AS OF SEPTEMBER 30, 2017 Exhibit VIII Governmental Business-type Activities - Enterprise Funds Activities - Total Internal Solid Waste Airport Enterprise Service Fund Fund Funds Funds Noncurrent liabilities: General obligation bonds payable � 4,156,774 � - Certificates of obligation 45,414,693 - Revenue bonds payable, net of premium/discount - - Compensated absences payable 141,607 888 Claims payable - - Net pension liability 7,055,047 445,726 Other post employment benefits 869,856 48,996 Landfill closure/postclosure costs 10,013,752 - Total noncurrent liabilities 67,651,729 495,610 Totalliabilities 77,889,599 560,683 DEFERRED INFLOWS OF RESOURCES: Deferred pension balances 104,190 6,865 Total deferred inflows of resources 104,190 6,865 NET POSITION: Net investment in capital assets 19,149,622 14,874,980 Restricted for debt service - - Restricted for capital acquisition - - Unrestricted 2,843,437 2,850,326 Total net position � 21,993,059 � 17,725,306 Adjustment to reflect inclusion of internal service fund activities related to enterprise funds. Net position of business-type activities (Exhibit I) The notes to the basic financial statements are an integral part of this statement. 27 � 121,268,526 469,096,450 242,899,002 501,761 35,549,447 3,930,809 10,013,752 883,259,747 978,263,313 $ 508,057 159,243 83,911 2,096,874 8,013,950 830,383 11,692,418 22,730,294 525,746 118,519 525,746 118,519 502,801,204 6,478,024 2,671,250 - 8,844,957 - 136,436,915 7,125,408 � 650,754,326 � 13,603,432 8,754,974 � 659,509,300 (concluded) CITY OF DENTON, TEXAS STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION PROPRIETARY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2017 OPERATING REVENUES: Utility services Charges for goods and services Other fees Miscellaneous Total operating revenues OPERATING EXPENSES: Operating expenses before depreciation Depreciation Total operating expenses Operating income (loss) NON-OPERATING REVENUES (EXPENSES): Investment revenue Interest expense and fiscal charges Impact fee revenue Gain (loss) on disposal of capital assets Gas well revenues Other non-operating revenues (expenses) Total non-operating revenues (expenses) Income (loss) before contributions and transfers CONTRIBUTIONS AND TRANSFERS: Capital contributions Transfers in Transfers out Total contributions and transfers Change in net position Net position at beginning of year Total net position at end of year Business-type Activities - Enterprise Funds Utility System Electric Water Wastewater Fund Fund Fund � 168,797,350 � 35,122,575 � 29,342,387 3,229, 730 1,210, 679 1,607,942 172,027,080 36,333,254 30,950,329 146, 74 7, 594 17, 790, 03 6 17,918,132 12,056,412 7,621,963 7,406,247 158,804,006 25,411,999 25,324,379 13,223,074 10,921,255 5,625,950 2,113,437 599,007 438,025 (14,548,281) (2,517,523) (1,023,195) - 4,998,752 2,410,274 (560,477) 60,764 190,303 - 189,738 28,821 (12,995,321) 3,330,738 2,044,228 227,753 14,251,993 7,670,178 - 5,362,783 10,298,946 3,000 12,200 740,803 (968,616) (948,030) (610,244) (965,616) 4,426,953 10,429,505 (737,863) 18,678,946 18,099,683 167,582,416 213,801,755 193,611,024 � 166,844,553 � 232,480,701 � 211,710,707 (continued on the following page) The notes to the basic financial statements are an integral part of this statement. 28 CITY OF DENTON, TEXAS STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION (concluded) PROPRIETARY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2017 OPERATING REVENUES: Utility services Charges for goods and services Other fees Miscellaneous Total operating revenues OPERATING EXPENSES: Operating expenses before depreciation Depreciation Total operating expenses Operating income (loss) NON-OPERATING REVENUES (EXPENSES): Investment revenue Interest expense and fiscal charges Impact fee revenue Gain (loss) on disposal of capital assets Gas well revenues Other non-operating revenues (expenses) Total non-operating revenues (expenses) Income (loss) before contributions and transfers CONTRIBUTIONS AND TRANSFERS: Capital contributions Transfers in Transfers out Total contributions and transfers Change in net position Net position at beginning of year Total net position at end of year Exhibit IX Governmental Business-type Activities - Enterprise Funds Activities - Total Internal Solid Waste Airport Enterprise Service Fund Fund Funds Funds � 33,387,274 � - � 266,649,586 � - - 793,631 793,631 65,126,856 460,319 - 6,508,670 - - 95,470 95,470 1,058,819 33,847,593 889,101 274,047,357 66,185,675 25,342,233 1,291,801 209,089,796 68,322,882 7,259,584 640,979 34,985,185 2,624,742 32,601,817 1,932,780 244,074,981 70,947,624 1,245,776 (1,043,679) 29,972,376 (4,761,949) 281,604 39,562 3,471,635 146,875 (1,349,352) - (19,438,351) (66,518) - - 7,409,026 - 132,674 - (176,736) 19,777 - 606,518 606,518 - - 22,447 241,006 - (935,074) 668,527 (7,886,902) 100,134 310,702 (375,152) 22,085,474 (4,661,815) - 4,686,160 20,347,889 73,068 582,572 654,175 1,992,750 47,864 (332,800) (50,000) (2,909,690) - 249,772 5,290,335 19,430,949 120,932 560,474 4,915,183 41,516,423 (4,540,883) 21,432,585 12,810,123 609,237,903 18,144,315 � 21,993,059 � 17,725,306 � 650,754,326 � 13,603,432 Change in fund net position of proprietary funds 41,516,423 Adjustment to reflect inclusion of internal service fund activities related to enterprise funds. (2,464,337) Change in net position of business-type activities (Exhibit II) � 39,052,086 The notes to the basic financial statements are an integral part of this statement. (concluded) 29 CITY OF DENTON, TEXAS STATEMENT OF CASH FLOWS PROPRIETARY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2017 CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers Cash paid to employees for services Cash paid to suppliers Net cash provided (used) by operating activities CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Transfers out Transfers in Principal payments on non-capital debt Interest and �scal charges on non-capital debt Net cash used by noncapital �nancing activities: CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES: Proceeds from issuance of debt Principal payments on capital debt Interest and �scal charges Principal payments under capital lease obligation Proceeds from gas wells Proceeds from impact fees Proceeds from sale of capital assets Acquisition and construction of capital assets Net cash used by capital �nancing activities CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale and maturities of investment securities Purchase of investment securities Interest received on investments Net cash provided (used) by investing activities Netincrease (decrease)in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year Investments, at fair value (Note IV.A.) Cash, cash equivalents and investments, at fair value RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating income (loss) Adjustments: Depreciation expense Decrease (Increase) in receivables Increase in interfund receivables Increase in inventories Decrease (Increase) in prepaid items Decrease (Increase) in other assets Increase in escrow deposits Increase (Decrease) in accounts payable Increase (Decrease) in compensated absences payable Increase (Decrease) in net municipal pension balances Increase in other post employment bene�ts Increase in closure/postclosure liability Increase in interfund payables Total adjustments Net cash provided (used) by operating activities NONCASH CAPITAL, INVESTING AND FINANCING ACTIVITIES: Decrease in fair value of investments Increase (Decrease) in equity due to non-cash transfers Capital asset contributions The notes to the basic �nancial statements are an integral part of this statement 30 Exhibit X Business-tvne Activities - Enternrise Funds Utility System Electric Water Wastewater Fund Fund Fund $ 171,719,665 $ 35,403,856 $ 30,810,634 (15,044,676) (9,586,428) (7,141,807) (113,433,035) (7,693,819) (11,133,669) 43,241,954 18,123,609 12,535,158 (916,266) (948,030) (610,244) - 12,200 505,803 (3,675,000) - - (2,403,562) - - (6,994,828) (935,830) (104,441) 312,347,295 - - �io,2so,000� ��,o�s,000� �a,465,000� (12,163,744) (3,614,720) (1,587,645) - 4,998,752 2,410,274 53,423 81,598 190,303 (202,356,537) (8,899,885) (8,827,458) 87,600,437 (14,509,255) (12,279,526) 60,229,889 46,018,709 34,941,962 (172,072,061) (49,627,254) (36,003,132) 1,601,235 604,816 450,368 (110,240,937) (3,003,729) (610,802) 13,606,626 (325,205) (459,611) 18,896,356 9,426,539 6,966,222 32,502,982 9,101,334 6,506,611 238,439,622 66,715,404 47,729,846 � 270942,604 � 75,816,738 � 54,236,457 $ 13,223,074 $ 10,921,255 $ 5,625,950 12,056,412 7,621,963 7,406,247 103,331 (823,306) (176,203) (410,746) (106,092) 36,508 31,020,701 15,054 - (26,930,415) - - 13,068,537 (172,902) (792,563) (25,388) 52,668 (28,890) 815,381 363,283 279,079 321,067 251,686 185,030 30,018,880 7,202,354 6,909,208 $ 43,241,954 $ 18,123,609 $ 12,535,158 �a�9,s�s� �ia9,�o� �io�,9s6� (49,350) - - - 5,362,783 10,298,946 (continued on the following page) CITY OF DENTON, TEXAS STATEMENT OF CASH FLOWS (concluded) PROPRIETARY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2017 Exhibit X Governmental Business-tvne Activities - Enternrise Funds Activities Total Internal Solid Waste Airport Enterprise Service Fund Fund Funds Funds CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers $ 33,562,315 $ 857,136 $ 272,353,606 $ 65,930,287 Cash paid to employees for services (10,423,460) (509,184) (42,705,555) (11,318,415) Cash paid to suppliers (12,876,811) (806,195) (145,943,529) (56,237,241) Net cash provided (used) by operating activities 10,262,044 (458,243) 83,704,522 (1,625,369) CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Transfers out (97,800) (50,000) (2,622,340) - Transfers in 582,572 654,175 1,754,750 47,864 Principal payments on non-capital debt - - (3,675,000) - Interest and �scal charges on non-capital debt - - (2,403,562) - Net cash used by noncapital �nancing activities: 484,772 604,175 (6,946,152) 47,864 CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES: Proceeds from issuance of debt 15,647,662 - 327,994,957 569,143 Principal payments on capital debt (7,386,020) - (29,206,020) (623,863) Interest and �scal charges (1,925,529) 54 (19,291,584) (70,378) Principal payments under capital lease obligation - - - (768,799) Proceeds from gas wells - 580,726 580,726 - Proceeds from impact fees - - 7,409,026 - Proceeds from sale of capital assets 345,529 - 670,853 9,370 Acquisition and construction of capital assets (12,653,07� (829,289) (233,566,245) (934,761) Net cash used by capital �nancing activities (5,971,434) (248,509) 54,591,713 (1,819,288) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale and maturities of investment securities 18,986,126 1,985,571 162,162,257 15,046,364 Purchase of investment securities (23,797,870) (1,965,427) (283,465,744) (12,430,170) Interest received on investments 269,852 40,799 2,967,070 166,944 Net cash provided (used) by investing activities (4,541,892) 60,943 (118,336,417) 2,783,138 Net increase (decrease) in cash and cash equivalents 233,490 (41,634) 13,013,666 (613,655) Cash and cash equivalents at beginning of year 4,870,290 448,286 40,607,693 2,780,660 Cash and cash equivalents at end of year 5,103,780 406,652 53,621,359 2,167,005 Investments, at fair value (Note IV.A.) 37,436,571 2,983,172 393,304,615 15,795,432 Cash, cash equivalents and investments, at fair value $ 42,540,351 $ 3,389,824 $ 446925,974 $ 17,962,437 RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating income (loss) $ 1,245,776 $ (1,043,679) $ 29,972,376 $ (4,761,949) Adjustments: Depreciation expense Decrease (Increase) in receivables Increase in interfund receivables Increase in inventories Decrease (Increase) in prepaid items Decrease (Increase) in other assets Increase in escrow deposits Increase (Decrease) in accounts payable Increase (Decrease) in compensated absences payable Increase (Decrease) in net municipal pension balances Increase in other post employment bene�ts I ' 1 / t 1 1' b1' 7,259,584 640,979 34,985,185 2,624,742 (247,323) (31,965) (1,175,466) (235,388) - - (480,330) - - - - (1,143,268) _ _ 3i,o3s,�ss �io2,26s� - - (26,930,415) - - - - (20,000) (1,419,518) (54,030) 10,629,524 522,906 31,602 1,963 31,955 63,444 373,163 18,561 1,849,467 417,921 216,867 9,928 984,578 213,742 ncrease ►n c osure pos c osure ►a ►►ty 2,801,893 - 2,801,893 - Increase in interfund payables - - - 794,749 Total adjustments 9,016,268 585,436 53,732,146 3,136,580 Net cash provided (used) by operating activities $ 10,262,044 $ (458,243) $ 83,704,522 $ (1,625,369) NONCASH CAPITAL, INVESTING AND FINANCING ACTIVITIES: Decrease in fair value of investments (82,444) Increase (Decrease) in equity due to non-cash transfers - Capital asset contributions - The notes to the basic �nancial statements are an integral part of this statement 31 (6,795) (826,47'� - (49,350) 4,686,160 20,347,889 (37,390) 73,068 (conclnded) CITY OF DENTON, TEXAS STATEMENT OF ASSETS AND LIABILITIES AGENCY FUNDS AS OF SEPTEMBER 30, 2017 ASSETS: Cash, cash equivalents and investments, at fair value Total assets LIABILITIES: Accounts payable Total liabilities Exhibit XI Agency Fund � 182,026 � 182,026 182,026 � 182,026 The notes to the basic financial statements are an integral part of this statement. 32 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS SEPTEMBER 30, 2017 L SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The City of Denton is a municipal corporation governed by an elected seven-member council consisting of a mayor elected at large and six councilpersons, four representing specific geographical districts and two elected at large. The City receives funding from state and federal government sources and must comply with the requirements of these funding source entities. However, the City is not included in any other governmental "reporting entity," as defined in pronouncements by the Governmental Accounting Standards Board (GASB), as council members are elected by the public and ha�e decision-making authority, the authority to levy t�es, the power to designate management, the ability to significantly influence operations, and primary accountability for fiscal matters. The financial statements of the City have been prepared to conform to accounting principles generally accepted (GAAP) in the United States of America as applicable to state and local governments. Generally accepted accounting principles for local governments include principles prescribed by GASB, the accepted standard-setting body for establishing governmental accounting and financial reporting principles. The following is a summary of the more significant policies. A. Reporting entity An elected seven-member council consisting of a mayor and six councilpersons govern the City. As required by accounting principles generally accepted in the United States of America, these financial statements present the City (the primary government) and its component units, which are entities for which the City is considered to be financially accountable. Blended component units, although legally separate entities, are, in substance, part of the City's operations, and so data from these units are combined with data of the primary government. A discretely presented component unit, on the other hand, is reported in a separate column in the government-wide financial statements to emphasize it is legally separate from the City. The City had no component units, discretely presented or blended, at September 30, 2017. B. Government-wide and fund financiai statements The basic financial statements include both government-wide (based on the City as a whole) and fund financial statements. The reporting focus is either the City as a whole (government-wide financial statements) or maj or individual funds (within the fund financial statements). The government-wide financial statements (i.e., the statement of net position and the statement of activities) report information on all non-fiduciary activities of the primary government. For the most part, the effect of inter-fund activity has been removed from these statements. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. The government-wide statement of activities demonstrates the degree to which the direct expenses of a functional category (public safety, public works, etc.) or segment are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include (1) charges to customers or applicants who purchase, use or directly benefit from goods, services orprivileges provided by a given function or segment; (2) grants and contributions that are restricted to meeting operational requirements of aparticular function or segment; and (3) grants and contributions that are restricted to meeting the capital requirements of a particular function or segment. T�es and other items not properly included among program revenues are reported instead as general revenues. The net cost (by function or business-type activity) is normally covered by general revenue (property t�es, sales taxes, franchise fees, interest income, etc.). Separate fund financial statements are provided for governmental funds, proprietary funds, and fiduciary funds, even though the latter are excluded from the government-wide financial statements. Major governmental funds and maj or enterprise funds are reported as separate columns in the fund financial statements. GASB Statement No. 34 sets forth minimum criteria (percentage of assets, liabilities, revenues or expenditures/expenses of either fund category and for the governmental and enterprise funds combined) 33 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 for the determination of major funds. Non-major funds are combined in a column in the fund financial statements. Internal service funds, which traditionally provide services primarily to other funds of the government, are presented in summary form as part of the proprietary fund financial statements. The financial statements of internal service funds are allocated (based on the percentage of goods or services provided) between the governmental and business-type activities when presented at the government-wide level. The City's fiduciary funds are presented in the fund financial statements. By definition these assets are being held for the benefit of a third party (other local governments, individuals, etc.) and cannot be used to address activities or obligations of the government, and as such, these funds are not incorporated into the government- wide statements. The government-wide focus is more on the sustainability of the City as an entity and the change in aggregate financial position resulting from the activities of the fiscal period. The focus of the fund financial statements is on the major individual funds of the governmental and business-type categories, as well as the fiduciary funds (by category). Each presentation provides valuable information that can be analyzed and compared to enhance the usefulness of the information. C. Measurement focus, basis of accounting and financiai statement presentation The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund statements. Revenues are recorded when earned, and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Property t�es are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider ha�e been met. Governmental fund-level fmancial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be a�ailable when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the government considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to compensated absences and claims and judgments, are recorded only when payment is due. Property t�, franchise fees, sales t� and other taxes associated with the current fiscal period are all susceptible to accrual and so have been recognized as revenues of the current fiscal period. All of the other revenue items are considered to be measurable and available only when cash is received. The City reports the following maj or governmental funds: The general fund is the City's primary operating fund. All general tax revenues and other receipts that are not allocated by law or contractual agreement to some other fund are accounted for in this fund. From the fund are paid general operating costs, fixed charges and capital improvement costs that are not paid through other funds. The debt service fund accounts for the accumulation of financial resources for the payment of principal, interest and related costs on general long-term debt, paid primarily by t�es levied by the City. On a budgetary-basis, the debt service fund also accounts for pass-through debt service payments from the self-supporting proprietary funds. The capital projects fund accounts for financial resources used for the acquisition or construction of capital other than those recorded in the enterprise funds and internal service funds. Other governmental funds are a summarization of all of the non-major governmental funds. 34 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 The City reports the following maj or proprietary funds: The City utility system is made up of three separate funds as follows: The electric fund accounts for electrical utility services to the residents and commercial establishments of the City. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The water fund accounts for water utility services to the residents and commercial establishments of the City. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The wastewater fund accounts for sewer and storm water services to the residents and commercial establishments of the City. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The City provides additional services through the following funds: The solid waste fund accounts for the provision of solid waste services to the residents of the City. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, finance and related debt service. The airport fund accounts for the airport services to the public and is funded through operational and gas well revenues. Activities necessary to provide such services are accounted for in the fund, including, but not limited to, administration, operations, maintenance, and finance. The City additionally reports the following funds: Internal service funds are used to account for the financing of materials and services provided by one department of the City to other departments of the City on a cost-reimbursement basis. Agency funds are used to account for the payment of developers' escrow funds and other similar liabilities. The City holds the assets in an agency capacity for individuals, private organizations or other governments. Proprietary funds distinguish operating revenues and expenses from non-operating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund's principal ongoing operations. The principal operating revenues of the City's electric, water, wastewater, solid waste, and airport funds are charges to customers for services. Operating expenses for the enterprise funds and internal service funds include the cost of sales and services, administrative expenses and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as non-operating revenues and expenses. The City recognizes, as an asset or a liability, the difference between the electric fund's energy cost adjustment (ECA) revenue collected and related costs. When both restricted and unrestricted resources are available for use, it is the City's policy to use restricted resources first, then unrestricted resources as they are needed. D. Budgetary information The City Council follows these procedures, as prescribed by City Charter, in establishing the budgets reflected in the financial statements: 1. Within the time period required by law, the City Manager submits to the City Council a proposed budget for the fiscal year beginning on the following October 1. The operating budget includes proposed expenditures and the means of financing them. 2. Public hearings are conducted prior to the adoption of the budget in order to obtain t�payer comments. 35 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 The annual budget adopted by the City Council covers the general fund, non-major special revenue funds (Recreation Fund, Police Confiscation Fund, Tourist and Convention Fund, Gas Well Revenues Fund, Street Improvement Fund, and the Citizens' Park Trusts), the debt service fund, the enterprise funds, and internal service funds. The budget is legally enacted by the City Council through passage of an ordinance prior to the beginning of the fiscal year. The basic financial statements reflect the legal level of control, (i.e. the level at which expenditures cannot legally exceed the appropriated amount) which is established at the total fund level as approved by City Council. 4. The City Charter provides for the City Manager to transfer any part of the unencumbered appropriation balance or the entire balance thereof between programs or general classifications of expenditures within an office, department, agency or organizational unit. (The City Council defines an organizational unit as set forth in Article VIII, Section 8.07 of the City Charter, to be a fund that has been appropriated by the City Council.) City Council approval is not required up to the fund level. The Charter also provides that at any time during the year, at the request of the City Manager, City Council may by resolution transfer any part of the unencumbered appropriation balance or the entire balance thereof from one office, department, agency, or organizational unit to another, as well as make any increases in fund appropriations. Budgets are adopted on a basis for the governmental funds and the budgeted special revenue funds that is generally consistent with generally accepted accounting principles. Budgets for enterprise funds are prepared on the full accrual basis, except certain noncash transactions such as depreciation expense and amortization on debt issuance costs where it is not budgeted, and debt service payments where it is budgeted. Also, during the budgetary process, amounts are included in all fund budgets to recognize administrative transfers between funds for goods or services. These amounts are not included in the reporting of actual activity for the funds. For funds reporting required budget-to-actual comparisons, these administrative transfers are included as adjustments — budgetary basis. Appropriations in all budgeted funds lapse at the end of the fiscal year even if they ha�e related encumbrances. Encumbrances are commitments related to unperformed contracts for goods or services (i.e., purchase orders and contracts). While all appropriations and encumbrances lapse atyear end, valid outstanding encumbrances are re-appropriated against the subsequent year's budget, reducing the available appropriations for additional expenditures. E. Assets, liabilities and net position or equity 1. Cash, cash equivalents and investments The City's cash and cash equivalents are considered to be cash on hand, demand deposits and short-term investments with original maturities of three months or less from the date of acquisition. Investments are carried at fair value, except for the position in local government investment pools. Fair value is determined as the price at which two willing parties would complete an exchange. The City uses a pooled cash and investment fund to hold and account for all of the City's investments. For financial reporting purposes, the investment balances in the pooled fund are allocated back to the individual funds based on their respective share of the pooled totaL Interest earned on investments is also allocated back and recorded directly to the individual funds on a monthly basis. 2. Receivables Outstanding balances between funds are reported as "interfund receivables/payables." Any residual balances between governmental activities and business-type activities are reported in the government- wide statements as "internal balances." Trade and property tax receivables are shown net of an allowance for uncollectible accounts. The City accrues amounts for utility services provided in September, but not billed at September 30, 2017. 36 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 3. Inventories Inventories of supplies are maintained at the City warehouse for use by all City funds and are accounted for by the consumption method. Cost is determined using a moving average method. No inventories exist in the governmental fund types. 4. Prepaid items Certain costs applicable to future accounting periods are recorded as prepaid items. During the recent fiscal years the City prepaid certain contractual obligations to the Texas Municipal Power Agency (TMPA) relating to the cost of TMPA providing energy to the City. The benefit from the prepayment is being amortized over the benefit period of 15 years, of which 7.5 years is remaining in the electric fund. 5. Other Assets Certain costs applicable to future accounting periods are recorded as other assets. During the current fiscal year the City impaired its TMPA prepaid purchase power due to a change in seasonality generation. Of the $43,378,333 balance in TMPA prepaid purchase power outstanding as of September 30, 2017, as part ofthe City's total prepaid balance in the electric fund, $26,930,415 was impaired and recorded as an Other Asset to be amortized over 7.5 years in the electric fund. See footnote V.E. Agree�nent with TMPA for further information regarding this change with TMPA. 6. Restricted assets Certain proceeds of the City's governmental and proprietary fund general obligation bonds and certificates of obligation, as well as certain resources set aside for their repayment, are classified as restricted assets on the balance sheet because their use is limited by applicable bond covenants. Assets collected from impact fees are limited by state statute in use and also shown as restricted on the balance sheet of the Water and Wastewater funds. 7. Capital assets Capital assets, which include property, plant, equipment and infrastructure assets (e.g., roads, bridges, sidewalks and similar items) are reported in applicable governmental or business-type activities columns in the government-wide financial statements and in the proprietary fund financial statements. The City defines capital assets as assets with an initial, individual cost of more than $5,000 and an estimated useful life in excess of one year. Such assets are recorded at historical cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at acquisition value, which is the price that would be paid to acquire an asset with equivalent service potential at the acquisition date. Major outlays for capital assets and improvements are capitalized as projects are constructed. Netinterest incurred during the construction phase of capital assets of business-type activities and enterprise funds is included as part of the capitalized value of the assets constructed. For 2017, net interest capitalization of $6,029,676 was recorded for electric fund projects, $507,809 for water fund projects, $529,779 for wastewater fund projects, and $183,620 for solid waste fund projects. 37 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 Capital assets are depreciated using the straight-line method over the following useful lives: Assets Buildings Infrastructure General improvements Machinery and equipment Furniture and office equipment Computer equipment/software Plant and equipment Underground pipe Water storage rights Water recreation rights Communication equipment Vehicles Years 40 20 — 40 10 10-20 10 3-10 40 50 — 100 50 3-10 Renewals and betterments of property and equipment are capitalized, whereas normal repair and maintenance are charged to expense as incurred. 8. Com�ensated absences The City allows full-time employees to accumulate unused vacation up to 320 hours (480 for Civil Service Fire employees.) Upon termination, any accumulated vacation time will be paid to an employee. Generally, sick leave is not paid upon termination except for civil service fire fighters and police officers. Firefighters and police officers accumulate unused sick leave up to a maximum of 1080 hours and 720 hours, respectively. All other employees are paid only upon illness while employed by the City. Accumulated vacation and sick lea�e is accrued when incurred in the government-wide, proprietary and fiduciary fund financial statements. A liability for these amounts is reported in governmental funds only if they ha�e matured, for example, as a result of employee resignations and retirements but have not been paid this amount at the end of the fiscal year. The General Fund and Other Governmental Funds are used to record any payout expenditures of the governmental funds' employees and related liability, while proprietary fund payouts for their employees are recorded as reductions to the liabilities in those funds. 9. Arbitra�e Arbitrage involves the investment of the proceeds from the sale of tax-exempt bonds in t�able instruments and securities authorized by the Public Funds Investment Act (Texas Government Code, Chapter 2256) that yield a higher rate, resulting in interest revenue in excess of interest costs. Federal t� code requires that these excess earnings be rebated to the federal government. The Capital Projects Fund has been used in prior years to liquidate governmental funds' related liability. 10. Pensions For purposes of ineasuring the net pension liability, pension-related deferred outflows and inflows of resources, and pension expense, information about the Fiduciary Net Position of the Texas Municipal Retirement System (TMRS) and the Firemen's Relief and Retirement Fund (FRRF) and additions to/deductions from TMRS's and the FRRF's Fiduciary Net Position ha�e been determined on the same basis as they are reported by TMRS and the FRRF. For this purpose, plan contributions are recognized in the period that compensation is reported for the employee, which is when contributions are legally due. Benefit payments and refunds are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value. 38 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 11. Lon�-term obli at� ions In the government-wide financial statements and proprietary fund types in the fund financial statements, long-term obligations are reported as liabilities. Bond premiums and discounts are deferred and amortized over the life of the bonds. Bonds payable are reported net of the applicable bond premium or discount. Gain/loss on refunding are reported as deferred outflow/inflow and recognized as a component of interest expense over the remaining life of the old debt or life of the new debt, whichever is shorter. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of debt issued is reported as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. 12. Fund equity The City follows GASB Statement No. 54, "Fund Balance Reporting and Governmental Fund Type Definitions", and in accordance with the statement, the classifications of governmental fund balances are presented as follows: Nonspendable fund balances — includes amounts not in a spendable form or are legally or contractually required to be maintained intact. Examples include inventory or endowments. Restricted fund balance — includes amounts that can be spent only for the specific purposes stipulated by external resource providers, creditors, grantors, and contributors or through enabling legislation. Co�n�nitted fund balance — includes amounts that can be used only for the specific purposes determined by the City Council through an ordinance and may only be changed or lifted through another ordinance. The ordinance must either adopt or rescind the commitment, as applicable, prior to the last day of the fiscal year for which the commitment is made. The amount subject to the constraint may be determined in the subsequent period. Assigned fund balance - comprises amounts intended to be used for specific purposes. Intent can be expressed by the City Council, or per the policy adopted by an ordinance by the City Council, the City Manager or the City Manager's designee (assistant city manager) may also make an assignment. In governmental funds other than the general fund, assigned fund balance represents the amount that is not restricted or committed and, at a minimum, is intended for the purpose of that fund. Unassigned fund balance — is the residual classification of the general fund and includes all amounts not constrained in the other classifications. Unassigned amounts are technically a�ailable for any purpose. The General Fund is the only fund to report a positive unassigned fund balance amount. However, other governmental funds may report a negative unassigned fund balance as necessary if expenditures incurred for specific purposes exceed the amounts restricted, committed, or assigned for those purposes. When multiple categories of fund balance are a�ailable for expenditure and approved for use by the City Council, the City will start with the most restricted category and spend those funds first before moving down to the next category with a�ailable funds. Normally this would result in the use of restricted, then committed, then assigned, and lastly, unassigned fund balance. 13. Minimum fund balance policy It is the goal of the City to achieve and maintain an unassigned fund balance in the general fund equal to 20% of budgeted expenditures. An additional 5% resiliency reserve (25% combined total) may be maintained to safeguard against unusual financial circumstances or economic downturns. 39 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 14. Net �osition Net position represents the difference between assets, deferred inflows, deferred outflows, and liabilities. Net investment in capital assets consists of capital assets net of accumulated depreciation and the outstanding balances of any borrowing spent for the acquisition, construction or improvements of those assets. Net position is reported as restricted when there are limitations imposed on their use either through the enabling legislation adopted by the City or through external restrictions imposed by creditors, grantors or laws or regulations of other governments. 15. Deferred outflows and inflows of resources In addition to assets, the statement of net position and/or balance sheet will sometimes report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position applying to a future period and will not be recognized as an outflow of resources, either expenses or expenditures, until that time. The City reports the following items qualifying for this category: • Deferred charges on refunding reported in the statements of net position - A deferred charge on refunding results from the difference in the carrying value of refunded debt and its reacquisition price and is amortized over the shorter of the life of the refunded or refunding debt. • Deferred pension deficit earnings reported in the statement of net position — A deferred charge is recorded for the difference between actual investment earnings and expected investment earnings during the period and is amortized over future periods. • Deferred pension actuarial losses reported in the statement of net position — A deferred charge is recorded for the difference between actual experience and expected experience during the period between two actuarial valuations and is amortized over future periods. • Deferred pension contributions reported in the statement of net position — A deferred charge is recorded for pension contribution amounts paid by the City after the current year's measurement date (December 2016) and will be fully recognized in the next period on the next measurement date (December 2017). • Deferred pension actuarial assumption changes — A deferred charge is recorded for the difference due to assumption changes and amortized over future periods. In addition to liabilities, the statement of net position and/or balance sheet will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position applying to a future period and will not be recognized as an inflow of resources, or revenues, until that time. The City has two types of items qualifying for reporting in this category: • Deferred pension excess earnings reported in the statement of net position — A deferred charge is recorded for the difference between actual investment earnings and expected investment earnings during the period and is amortized over future periods. • Deferred pension actuarial gains reported in the statement of net position — A deferred charge is recorded for the difference between actual experience and expected experience during the period between two actuarial valuations and is amortized over future periods. • Deferred pension actuarial assumption changes — A deferred charge is recorded for the difference due to assumption changes and amortized over future periods. • Deferred una�ailable revenues reported on the balance sheet of the governmental funds — A deferred amount is recorded for the billed revenues not yet collected or available. These amounts are deferred and recognized as inflow of resources in the period the amounts become available. F. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported 40 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses/expenditures during the reporting period. Actual results could differ from those estimates. IL RECONCILIATION OF GOVERNMENT-WIDE AND FUND FINANCIAL STATEMENTS Expianation of certain differences between the governmentai fund statement of revenues, expenditures and changes in fund balances and the government-wide statement of activities An element of that reconciliation states, `Bond proceeds provide current fmancial resources to governmental funds, but issuing debt increases long-term liabilities in the statement of net position. Repayment of bond principal is an expenditure in the governmental funds, but the repayment reduces long-term liabilities in the statement of net position. This is the amount by which payments exceeded proceeds." The details of this ($23,093,982) difference are as follows: Debt issued or incurred: Issuance of general obligation debt Issuance of certificates of obligation Assumption of Airport debt Principal repayments: General obligation debt principal retirement Certif'icates of obligation principal retirement Refunded debt principal Lease obligations principal retirement Net adjustment to decrease net changes in fund balances — total governmental funds to arrive at changes in net position of governmental activities $(27,440,000) (16,815,000) (4,430,469) 8,745,118 5,500,000 11,240,000 106,369 $(23,093,982) Another element of that reconciliation states, "The net effect of various miscellaneous transactions involving capital assets (i.e., sales, trade-ins and donations) is to decrease netposition." The details ofthis $9,039,192 difference are as follows: Net effect of transactions involving asset retirements/disposals Capital assets transferred to business-type activities as capital contr�utions Donations of capital assets increase net position in the statement of activities but do not appear in the governmental funds because they are not financial resources Net adjustment to increase net changes in fund balances - total governmental funds 41 $ (279,874) (119,560) 9,438,626 $ 9,039,192 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 Another element ofthat reconciliation states, "Certain expenses reported in the statement of activities do not require the use of current financial resources and therefore are not reported as expenditures in governmental funds." The details of the ($5,512,724) difference are as follows: Compensaied absences Nei pension liability Municipal pension deferred acivarial losses Municipal pension deferred coniribuiions Municipal pension deferred assumpiion changes Municipal pension deferred excess earnings Oiher posi employmeni benefiis Accrued inieresi Nei adjusimeni io decrease nei changes in fund balances - ioial governmenial funds io arrive ai changes in nei posiiion of governmenial aciiviiies IIL STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY A. Deficitfund equity $ (558,541) 2, 074, 066 (6,109, 79 8) 259,135 (364,978) 844,213 (1,483,139) (173,682) $(5, 512,724) The Criminal Justice fund had deficit fund balances of ($19,398) at September 30, 2017. The deficit was a result of reimbursement timing and clears in fiscal year 2017-2018. The Engineering Services internal service fund had a deficit net position of ($1,102,261) due to the implementation of GASB Statement No. 68 "Accounting and Financial Reportingfor Pensions-an amendment of GASB StatementNo. 27" which resulted in a significant increase in the net pension liability. IV. DETAILED NOTES ON ALL FUNDS A. Deposits and investments In order to facilitate effective cash management practices, the operating cash of all funds is pooled into a common account for the purpose of increasing income through combined investment activities. At year-end, the City had $84,466,799 in cash and cash equivalents of which $182,026 is included in the agency funds and $16,179 in petty cash. The Public Funds Investment Act (Texas Government Code) authorizes the City to invest in obligations of the U.S. Treasury, U.S. agencies, fully collateralized repurchase agreements, public fund investment pools, SEGregistered no-load money market mutual funds, municipal securities of any state rated A or better, certificates of deposit (fully collateralized, insured, and standby letters of credit backed), and commercial paper rated not less than A-1 or P-1 with a stated maturity of no more than 270 days. The City's investment policy may further restrict those investment options. The investments reported on September 30, 2017 were similar to those held during the fiscal year. The City reports all investments in the financial statements at fair value. At September 30, 2017, the City's investments carried a fair value of $704,448,006, of which $59,924,172 is in a local governmental investment pool and $25,000,000 is in an insured cash sweep savings deposit both of which the City classifies in the financial statements as cash equivalents. The City categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. GASB Statement No. 72, Fair Value Measurement and Application establishes an authoritative definition of fair value, sets a framework for measuring fair value, and requires additional disclosures about fair value measurements. The fair value hierarchy categorizes the inputs to valuation techniques used to measure fair value into three levels. 42 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 Level 1 inputs are quoted prices (unadjusted) for identical assets or liabilities in active markets a government can access at the measurement date. • Level 2 inputs are inputs, other than quoted prices included within Level 1, observable for an asset or liability, either directly or indirectly. • Level 3 inputs are unobservable inputs for an asset or liability. The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. If a price for an identical asset or liability is not observable, a government should measure fair value using another valuation technique m�imizing the use of relevant observable inputs and minimizing the use of unobservable inputs. If the fair value of an asset or a liability is measured using inputs from more than one level of the fair value hierarchy, the measurement is considered to be based on the lowest priority level input significant to the entire measurement. At September 30, 2017, the City had the following recurring fair value investments: Fair Value Measurement Method Quoted Prices in Weighted Active Markets Sign�icant Other Percent of Average for ldentical Observable Inputs Total Maturity 9l30/2017 Assets (Level 1) (Leve12) Investments (Days) Investments Measured at Amortized Cost: TexSTAR - Investment Pool 59,924,172 Insured Cash Sweep Savings 25,000,000 Cert�icates of Deposit 151,000,000 Investments by Fair Value Level: Debt Securities: U.S. Treasury Securities 54,005,424 U.S. Agency Securities 351,938,910 Commercial Paper 39,846,205 Municipal Bonds - Coupon 22,733,295 Total Inve stments 704,448,006 Portfofio Weighted Average Maturity 54,005,424 141,599,392 195,604,816 210,339,518 39,846,205 22,733,295 272,919,018 8.51% 1 3.55% 1 21.43% 398 7.67% 241 49.95% 526 5.66% 98 3.23% 334 383 Of the investments recorded at fair value, $279,394,581 used the documented trade history in exact security pricing model, $15,725,598 used the option-adjusted discounted cash flow pricing model, and $173,403,655 used the present value of expected future cash flow pricing model. Interest rate risk. In accordance with its investment policy, the City manages its exposure to declines in fair values due to interest rate fluctuations by limiting the weighted a�erage maturity of its investment portfolio to less than eighteen months. Credit risk. The City's investment policy limits investments to obligations of the United States of America and its agencies, investment quality obligations of the State of Texas (including agencies, municipalities, counties, and other political subdivisions) with a rating not less than AA, Certificates of Deposits and savings deposits (fully insured, collateralized, or standby letter of credit backed), and commercial paper that has a maturity of 270 days or less and a minimum rating of A-1, P-1, or an equivalent rating by at least two nationally recognized rating agencies. The City's investments in the bonds of U.S. agencies were rated AA+ by Standard & Poor's, and the City's investment in TexSTAR were rated "AAAm" by Standard & Poor's. Custodial credit risk. This is the risk that in the event of a bank or counterparty failure, the City's deposits may not be returned. The policy states that all bank deposits of City funds shall be secured by pledged collateral with a market value equal to no less than 102 percent of the principal plus accrued interest less an 43 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 amount insured by FDIC. As of September 30, 2017, the bank balance for deposits was $2,133,899 and was fully collateralized by the City's third party custodian, BNY Mellon. Concentration of Credit Risk. The City's investment policy minimizes the risk of potential loss by diversifying investment types according to the following limitations based on value: U.S. Treasury bills/notes/bonds (100%), U.S. Agencies and Instrumentalities (100%), State of Texas Obligations — including agencies and local governments (15%), local government investment pools (50% in government securities and 15% in prime securities), repurchase agreements (20%), certificates of deposit (35%), U.S. Money Market Mutual Funds (35%), callable U.S. Agencies and Instrumentalities (20%), and commercial paper (15%). TexSTAR. The Texas Short Term Asset Reserve Program (TexSTAR) is a local government investment pool organized under the authority of the Interlocal Cooperation Act, Chapter 791, Texas Government Code, and the Public Funds Investment Act, Chapter 2256, Texas Government Code (PFIA). TEXSTAR was created in April 2002 by contract among its participating governmental units and is governed by a board of directors. J.P. Morgan Investment Management Inc. (JPMIM) and Hilltop Securities Inc. (HTS) serve as co- administrators. JPMIM provides investment management services, and FirstSouthwest, a division of HTS, provides participant service and marketing. Custodial, fund accounting, and depository services are provided by JPMorgan Chase Bank, N.A. and/or its subsidiary J.P. Morgan Investor Services Co. Transfer agency services are provided by Boston Financial Data Services, Inc. TexSTAR states all investments at amortized cost value. The investment pool has a redemption notice of one day or same day, which may be redeemed daily. As the redemption period is only one day or less, the City classifies these balances in the financials as cash equivalent. TexSTAR may only impose restrictions on redemptions in the event of a general suspension of trading on major securities markets, a general banking moratorium, or a national state of emergency affecting the pool's liquidity. The City has no unfunded commitments related to the investment pool. 44 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 Cash, cash equivalents and investments, at fair value are reported together on the financial statements. Investments, at fair value, by fund were as follows: Unrestricted investments Change in fair value Restricted investments Change in fair value Total Unrestricted investments Change in fair value Restricted investments Change in fair value Total Unrestricted investments Change in fair value Restricted investments Change in fair value Total B. Property tax revenue Capital General Fund Debt Service Projects $ 22,935,763 $ 4,751,564 $168,870,622 (�9,2�� (8,128) (288,88� Other Governmental Funds $ 14,226,424 (24,336) $ 22,896,527 $ 4,743,436 $168,581,736 $ 14,202,088 Electric Water Wastewater Solid Waste $ 72,910,431 $42,634,215 $ 36,080,260 $ 8,089,839 (124,727) (72,934) (61,722) (13,839) 165,937,787 24,195,514 11,731,377 29,410,884 (283,869) (41,391) (20,069) (50,313) $238,439,622 $66,715,404 $ 47,729,846 $ 37,436,571 Airport $ 2,688,678 (4,599) 299,606 (51�) $ 2,983,172 Internal Service Funds $15,646,476 (26,766) 176,023 (301) $15,795,432 Total City Investments $388,834,272 (665,173) 231,751,191 (396,456) $619,523,834 Property t�es attach as an enforceable lien on property as of January lst. Taxes are levied on October lst and are due and payable at that time; therefore, the legally enforceable claim arises on October lst. A receivable is recorded at that time. All unpaid taxes levied October 1 st become delinquent February 1 st of the following year. Property t�es at the fund level are recorded as receivables and revenue in the period they become a�ailable. Current-year revenues recognized are those Ad valorem t�es collected within the current period or soon enough thereafter to pay current liabilities, which is sixty days after year-end. All other outstanding receivables are adjusted from revenue and recognized as deferred inflows of resources for future collections. Current tax collections for the year ended September 30, 2017 were 99.48% of the t� levy. An allowance is provided for delinquent t�es not expected to be collected in the future. At September 30, 2017, the City had a tax rate of $0.683340 per $100 valuation. Based upon the maximum Ad valorem t� of $2.50 per $100 valuation imposed by Texas Constitutional law, the City had a tax rate margin of $1.81666. Additional revenues up to $166,628,606 could be raised per year based on the current year's certified assessed value of $9,172,250,493 before the limit is reached. On December 7, 2010, the City Council approved a T� Increment Financing Reinvestment Zone (TIRZ #1) for the purpose of dedicating the increase in tax revenues generated within the TIRZ district for development in the downtown area of the City for a total of 30 years. The t� increment to be paid is 100% of the increment 45 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 in years 1-5, 95% in years 6-10, 90% in years 11-20, and 85% in years 21-30. In fiscal year 2017, the total assessed value of $150,021,979 after supplemental adjustments for TIRZ #1 was an increase of $70,665,125 over the base fiscal year 2011 assessed value and resulted in $458,739 of property t� revenue recorded in the TIRZ Fund as part of All Other Special Revenue Funds. On December 18, 2012, the City Council approved a T� Increment Financing Reinvestment Zone (TIRZ #2) for the purpose of dedicating 40% of the increase in t� revenues generated within the TIRZ district for development in the Westpark Industrial District for a total of 25 years. In fiscal year 2017, the assessed value of $2,401,349 after supplemental adjustments was an increase of $2,281,891 over the base fiscal year 2014 assessed value and resulted in $6,237 of property tax revenue recorded in the TIRZ Fund as part of All Other Special Revenue Funds. Denton County participates in the zone and based on their tax rate and a participation contribution of 40% of the County's tax rate, $2,267 of property t� revenue was generated for Fiscal Year 2017. The City created the Rayzor Ranch Public Improvement District No. 1 in 2014 for the undertaking and financing of public improvements authorized by Chapter 372 of the Texas Local Government Code. The project is located on the City's northern sector, east of Interstate 35, and encompasses approximately 229.693 contiguous acres. The estimated costs of the proposed public improvements total $40 million. The authorized improvement costs will be apportioned 100% to the District. The method of assessment will impose equal shares of the costs of the proposed public improvements on parcels that are similarly benefited. No City property will be assessed, and the City will not be obligated to pay any assessments. 46 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 C. Receivabies Receivables at September 30, 2017 for the City's individual major funds and other funds (non-major funds, internal service funds and fiduciary funds), including the applicable allowances for uncollectible accounts, are as follows: Receivables: Taxes Accounts Accrued interest Unbilled utility service Other - EMS Services Other Gross receivables Less: Allowance for uncollectibles Net total re ce ivable s Receivables: Taxes Accounts Accrued interest Unbilled utility service Other - EMS Services Other Gross receivables Less: Allowance for uncollectibles Net total receivables Other Capital Governmental General Fund Debt Service Projects Funds $ 7,469,233 128,183 114,667 3,813,536 4,493,371 16,018,990 $ 407,405 $ - 23,756 844,263 431,161 844,263 Electric $ 214,671 $ - 37,051 8,662,796 71,123 1,194,113 - 9,588,752 274,934 1,594,228 597,779 21,039,889 (4,964,654) (156,730) - (32,282) (552,881) $11,054,336 $ 274,431 $ 844,263 $ 565,497 $ 20,487,008 Internal Service Water Wastewater Solid Waste Airport Funds $ - $ - $ - 1,979,056 1,729,454 1,622,3 88 334,113 239,035 187,484 2,518,450 1,642,663 1,680,224 4,831,619 3,611,152 3,490,096 Total $ - $ - $ 8,091,309 52,709 6,535 14,218,172 14,940 79,104 3,102,598 - - 15,430,089 - - 3,813,536 176,042 297,527 6,836,102 243,691 383,166 51,491,806 (126,308) (281,778) (103,545) (3,575) (417) (6,222,170) $ 4,705,311 $ 3,329,374 $ 3,386,551 $ 240,116 $ 382,749 $ 45,269,636 47 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 D. Capitai assets Capital asset balances and transactions for the year ended September 30, 2017 are summarized below and on the following page. Governmental activities: Capital assets not being depreciated: Land Construction in progress Total capital assets not being depreciated Capital assets being depreciated: Buildings Infrastructure MacY�inery, equipment, and other improvements Total capital assets being depreciated Less accumulated depreciation for: Buildings Infrastructure MacY�inery, equipment, and other improvements Total accumulated depreciation Total capital assets, being depreciated, net Governmental activities capital assets, net Balance at October 1, 2016 Increases $ 16,511,038 $ 5,167,958 55,954,816 39,503,499 72,465,854 44,671,457 60,198,181 6,652,860 247,724,610 22,088,767 96,103,422 13,855,022 404,026,213 42,596,649 25,016,438 1,662,662 153,559,659 8,793,598 60,825,440 8,226,074 239,401,537 18,682,334 164,624,676 23,914,315 $ 237,090,530 $ 68,585,772 48 Transfers and Balance at Decreases September 30, 2017 $ - $ 21,678,996 (38,776,653) 56,681,662 (38,776,653) 78,360,658 - 66,851,041 (26,275) 269,787,102 (5,319,803) 104,638,641 (5,346,078) 441,276,784 - 26,679,100 - 162,353,257 (5,103,856) 63,947,658 (5,103,856) 252,980,015 (242,222) 188,296,769 $ (39,018,875) $ 266,657,427 (continued) CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 Balance at Transfers and Balance at Business-type activities: October l, 2016 Increases Decreases September 30, 2017 Capital assets not being depreciated: Land $ 27,181,732 $ 2,230,870 $ - $ 29,412,602 Construction in progress 236,954,779 234,290,618 (115,812,033) 355,433,364 Total capital assets not being depreciated 264,136,511 236,521,488 (115,812,033) 384,845,966 Capital assets being depreciated: Buildings Landfill improvements Water rights Infrastructure Plant, machinery, equipment, and other improvements Total capital assets being depreciated 19,811,055 25,733,757 69,883,098 483,042,987 4,152,892 1,308,890 35,986,864 26,275 23,963,947 27,042,647 69,883,098 519,056,126 366,045,897 86,948,283 (5,876,057) 447,118,123 964,516,794 128,396,929 (5,849,782) 1,087,063,941 Less accumulated depreciation for: Buildings 7,371,790 Landfill improvements 20,397,268 Water rights 19,052,407 Infrastructure 143,414,747 Plant, machinery, equipment, and other improvements 170,583,430 Total accumulated depreciation 360,819,642 Total capital assets, being depreciated, net 603,697,152 582,856 2,933,670 695,989 12,190,652 - 7,954,646 - 23,330,938 - 19,748,396 - 155,605,399 18,582,018 (5,339,489) 183,825,959 34,985,185 (5,339,489) 390,465,338 93,411,744 (510,293) 696,598,603 Business-type activities capital assets, net $ 867,833,663 $ 329,933,232 $(116,322,32� $ 1,081,444,569 Transfers and decreases include $71,332 ($24,840 in related accumulated depreciation) transferred from Governmental Activities to Business-Type Equipment. 49 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 Depreciation expense was charged to activities of funds/functions/programs as follows: Governmental activities: General government Public Safety Public Works Parks & Recreation Capital assets held by the internal service funds are charged to the various functions based upon usage Total depreciation expense - governmental activities Business-type activities: Electric Water Wastewater Solid Waste Airport Total depreciation expense - business-type activities Construction commitments: $ 2,479,806 3,025,318 8,574,092 1,978,376 2,624,742 $ 18,682,334 $ 12,056,412 7,621,963 7,406,247 7,259,584 640,979 $ 34,985,185 The City has several major construction/capital projects planned or in progress as of September 30, 2017. These projects are evidenced by contractual commitments with contractors and include: Remaining Project Spent-to-Date Commitment Denton Energy Center $ 126,724,201 $ 77,969,569 Mayhill Widening - Phase 4 Construction 3,123,636 33,446,897 Bonnie Brae Widening - Phase 4 Construction 3,314,165 8,538,303 Jim Christal Substation 16,044,299 4,304,082 Landfill Cell 3 Construction 126,625 3,700,358 Bonnie Brae Widening - Phase 1 Engineering 5,151,777 2,447,797 Fire Station #4 Rebuild 4,647,151 1,294,732 Brinker Substation 7,636,925 2,174,688 Fire Training Facility 884,640 1,971,119 Denton North - Arco Transmission Rebuild 334,775 2,006,398 Spencer Interchange Substation Reconstruction 2,006,818 1,631,986 Masch Branch Electrical Switch Station 1,449,290 1,374,722 Mayhill Widening - Phase 1 Engineering 5,272,570 1,332,142 New Landfill Entrance Road Construction 310,209 1,330,750 50 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 E. Interfund receivabies, payabies and transfers A summary of interfund receivables and payables (in thousands) at September 30, 2017, is as follows: Interfund Receivables: Governmental Major Funds Business-Type Major Funds Non-Major Governmental Interfund Payables: General Fund Funds Electric Water Wastewater Total Non-Major Governmental Funds $ 392 $ - $ - $ - $ - $ 392 Internal Service Funds 549 - 3,714 622 215 5,100 Total $ 941 $ - $ 3,714 $ 622 $ 215 $ 5,492 The more significant interfund receivables and payables include the following: Interfund receivables Interfund payables Amount Electric fund Internal service funds-materials management $ 3,714,053 Water fund Internal service funds-materials management 621,449 General fund Internal service funds-materials management 549,316 Wastewater fund Internal service funds-materials management 215,182 General fund Non-Major Governmental Funds 391,722 The outstanding balances between the Electric, Water, Wastewater, and General Fund related to the Materials Management Fund are a result of the cash position in the Materials Management Fund due to inventory purchases. The outstanding balance between the General Fund and the Non-Major Governmental Funds is due to reimbursement timing from outside sources. Transfers between funds (in thousands) during the year were as follows: Transfers Oui: GovernmenialMajor Funds Business-Type Major Funds Capiial Non-Major Projecis Governmenial Bleciric Waier Wasiewaier Solid Airpori TransfersIn: GeneralFund Fund Funds Fund Fund Fund Wasie Fund Toial Governmenial Major Funds: GeneralFund $ - $ - $ 74 $ - $ - $ - $ - $ - $ 74 Debi Service Fund - - 125 - - 233 - - 358 CapiialProjecis Fund 6,183 - 2,054 295 270 256 48 - 9,106 Non-Major GovernmenialFunds 105 194 - 669 200 101 - 50 1,319 Blectric Fund - - - - - 3 - - 3 Waier Fund - - - - - 12 - - 12 Wasiewaier Fund - - - - 461 - 280 - 741 Solid Waste Fund - - 583 - - - - - 583 Airpart Fund - - 654 - - - - - 654 In%rnal Service Funds 5 11 - 5 17 5 5 - 48 Toial $ 6,293 $ 205 $ 3,490 $ 969 $ 948 $ 610 $ 333 $ 50 $12,898 51 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 The more significant transfers include the following: Transfers from fund General Fund Non-Major Godt — Other Special Revenue Funds Non-Major Godt — Other Special Revenue Funds Business-type Major Funds Non-Major Godt — Street Improvements Water Transfers to fund Capital Projects Capital Projects Business-type Major Funds Non-Major Godt — Street Improvements Capital Projects Wastewater Amount $6,183,326 1,242,529 1,236,747 964,276 498,647 460,803 Transfers from the General Fund, from the Non-Major Governmental Fund — Other Special Revenue Funds, and from the Non-Major Governmental Fund — Street Improvements to the Capital Projects Fund were to fund capital projects. Transfers from the Non-Major Governmental Fund — Other Special Revenue Funds to the Business-type Major Funds were related to grant activities in the Airport and Solid Waste Funds. Transfers from the Business-type Major Funds (Electric, Water, and Wastewater) to the Non-Major Governmental Fund — Street Improvements were for bond savings costs related to the issuance of certificates of obligation, which fund street maintenance operations in the Street Improvements Fund. Transfers from the Water Fund to the Wastewater Fund were related to new construction and renovations. F. Leases Leases payable represent the remaining principal amounts payable under lease purchase agreements for the acquisition of equipment through the General Fund and Tech Services funds. These leases are recorded as capital leases. Remaining requirements, including interest, under these leases are as follows: Year 2018 2019 Total ininiinum lease payments Less: amount representing interest Present value of ininiinum future lease payments P ayments $ 505,055 4,171 $ 509,226 11,164 $ 498,062 The following schedule provides an analysis of the City's investments in equipment under capital lease arrangements as of September 30, 2017: Equipment $ 8,931,366 Less: Accumulated Depreciation (8,524,967) Total $ 406,399 52 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 G. Long-term debt Long-term liabilities transactions for the year ended September 30, 2017 are summarized as follows below and on the following pages: Governmental Activities: General obligation bonds Certif'icates of obligation Obligations under capital leases Compensated absences payable Claims payable Net pension liability Other post employment benefits Unamortized premium/(discounts) Total governmental long-term liabilities Business-type Activities: Revenue bonds General obligation bonds Certif'icates of obligation Compensated absences payable Net pension liability Other post employment benefits Landfill closure/post-closure Unamortized premium/(discounts) Totalbusiness-type activities Total long-term liabilities Balance at October 1, Decreases / 2016 Increases Transfers $ 109,861,174 $ 27,825,000 $ 19,418,511 34,565,000 17,000,000 2,280,000 1,373,230 - 875,168 11,469,135 7,329,966 6,707,982 4,071,404 23,465,753 23,203,144 71,562,651 21,830,031 23,790,353 5,401,904 2,027,786 330,905 9,250,763 3,334,919 1,591,505 $ 247,555,261 $ 102,813,455 $ 78,197,568 Balance at October 1, 2016 $ - 141,063,826 416,465,000 3,006,880 35,062,028 2,946,231 7,211,859 38,514,640 644,270,464 $ 891,825,725 Balance at September 30, Due Within 2017 One Year $ 118,267,663 $ 9,854,727 49,285,000 5,810,000 498,062 493,891 12,091,ll9 5,636,305 4,334,013 2,237,139 69,602,329 - 7,098,785 - 10,994,177 1,654,874 $ 272,171,148 $25,686,936 Balance at Decreases / September 30, Due Within Increases Transfers 2017 One Year $ 214,890,000 1,280,000 73,800,000 2,751,998 12,447,613 1,178,262 2,801,893 38,024,957 347,174,723 $ 449,988,178 $ 14,666,489 22,645,000 2,720,043 11,960,194 193,684 7,510,060 59,695,470 $137,893,038 $ 214,890,000 127,677,337 467,620,000 3,038,835 35,549,447 3,930,809 10,013,752 69,029,537 931,749,717 $ 1,203,920,865 $ 16,330,273 21,945,000 2,537,074 7,677,623 48,489,970 $ 74,176,906 For Internal Service funds, long-term liabilities are included as part of the above totals for governmental activities. Compensated absences payables and net pension liability balances and payments are based on the assignment of an employee within a fund. Other postemployment benefits are liquidated from the Health Insurance internal service fund, with the retiree subsidy amounts paid predominantly by the General Fund. Claims payable represents an estimate of self-insured claims liability outstanding in the Health Insurance and Risk Retention internal service funds. 53 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 Generai bonded debt - General bonded debt at September 30, 2017, is comprised of the following: Origmal Gross Amount General Obligation Bonds and Interest Rate Amount of Outstanding at Certificates of Obligation Debt (%) Issue Date Final Maturity Issue September 30, 2017 General obligation General obligation General obligation refunding General obligation refunding General obligation refunding General obligation refunding General obligation refunding General obligation refunding General obligation refunding Total general obfigation bonds Certif'icates of obligation Certif'icates of obligation Certif'icates of obligation Certif'icates of obligation Certif'icates of obligation Certif'icates of obligation Certif'icates of obligation Certif'icates of obligation Certif'icates of obligation Total certificates of obligation Total general bonded debt 4.0 to 4.75 3.8 to 4.3 2.0 to 4.75 2.0 to 5.0 2.0 to 4.0 2.0 to 3.5 3.0 to 5.0 3.0 to 5.0 3.0 to 5.0 3.0 to 4.625 2.0 to 5.0 2.0 to 5.0 2.0 to 5.0 3.0 to 4.0 2.0 to 5.0 2.0 to 5.0 3.0 to 5.0 3.0 to 5.0 2008 2010 2011 2012 2013 2014 2015 2016 2017 2008 2010 2011 2012 2013 2014 2015 2016 2017 2028 2030 2031 2032 2033 2034 2035 2036 2037 2028 2030 2031 2032 2033 2039 2034 2036 2037 $ 7,300,000 4,115,000 2,225,000 14,358,739 10,221,023 7,165,000 36,110,000 27,635,000 27,825,000 136,954,762 $ 7,865,000 2,790,000 3,455,000 4,490,000 10,805,000 8,635,000 7,420,000 7,190,000 17,000,000 69,650,000 $ 206,604,762 $ 345,000 3,085,000 1,750,000 10,705,000 8,327,663 4,460,000 34,635,000 27,135,000 27,825,000 118,267,663 $ 460,000 720,000 865,000 1,090,000 8,695,000 8,065,000 5,850,000 6,540,000 17,000,000 49,285,000 $ 167,552,663 [These amounts do not include net unamortized premiums! (discounts) of $10,994,177 nor net deferred gain! (loss) on refunding of ($2,031,132).] Proceeds of general obligation bonded debt are restricted to the uses for which they were approved in the bond elections or, in the case of a refunding issuance, to the uses for which the certificates of obligation were originally issued. The City Charter expressly prohibits the use of bond proceeds to fund operating expenses. The general obligations are collateralized by the full faith and credit of the City and, primarily, payable from property t�es. In prior years, the City defeased general obligation bonds and certificates of obligation by placing the proceeds of new debt in an irrevocable trust to provide for all future debt service payments on the old bonds. Accordingly, the trust account assets and liabilities for the defeased debt are not included in the City's financial statements. On September 30, 2017 $4,510,000 of general obligation bonds and $2,400,000 of certificates of obligation considered defeased are still outstanding. In May 2017, the City issued $90,800,000 ($73,800,000 of which is included as part of business type activities) in certificates of obligation. The debt was issued to pay the costs of various capital improvements in the Capital Projects Fund ($17,000,000), Electric ($60,820,000), and Solid Waste ($12,980,000). In May 2017, the City issued $29,105,000 ($1,280,000 of which is included as part of business-type activities) of general obligation refunding and improvement bonds. The refunding portion of the bonds' reacquisition price exceeded the net carrying amount of the old debt by $307,304 ($43,088 of which is reported as a loss 54 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 in business-type activities). This amount is being amortized over the remaining life of the refunded debt, which is the same as the life of the new debt issued. This advance refunding was undertaken to reduce total debt service payments over 6 years by $862,067 and resulted in a net present value sa�ings of $828,733. The improvement portion of the bonds was issued to pay the costs of various capital improvements in the Capital Projects Fund for $16,590,000. Business-type revenue bonds — Revenue bond debt at September 30, 2017, is comprised of the following issues: Gross Amount Interest Rate Original Amount Outstanding at Revenue Bonds (%) Issue Date Final Maturity of Issue September 30, 2017 Utility system 325 to 5.0 2017 2037 $ 214,890,000 $ 214,890,000 Total revenue bonds $ 214,890,000 $ 214,890,000 [These amounts do not include net unamortized premiums!(discounts) of $30,379,082.] The revenue bonds are collateralized by the revenue of the Denton utility system funds (System) and the related interest and sinking fund. The ordinance provides that the revenue of the System is to be used first to pay operating and maintenance expenses of the System and second to establish and maintain the revenue bond funds. Any remaining revenues may then be used for any lawful purpose. The ordinance also contains provisions, which among other items restrict the issuance of additional revenue bonds unless certain financial ratios are met. Management believes the City is in compliance with all significant requirements. The interest and sinking fund had a net position balance of $2,671,250 as of September 30, 2017 and is restricted for debt service. In prior years, the City defeased revenue bonds by placing the proceeds of new bonds in an irrevocable trust to provide for all future debt service payments on the old bonds. Accordingly, the trust account assets and liabilities for the defeased bonds are not included in the City's financial statements. On September 30, 2017, $20,290,000 of revenue bonds considered defeased are still outstanding. In January 2017, the City issued $214,890,000 (all of which is included as part of business-type activities) in revenue bond debt. The debt was issued to acquire and construct additions and improvements to the City's electric light and power system including new quick start peak power generation facilities. 55 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 Business-type generai obiigation bonds and certificates of obiigation - General obligation bonds and certificates of obligation issued for electric, water, wastewater, and solid waste funds at September 30, 2017, is comprised of the following: Gross Amount General Obligation Bonds and Interest Rate Original Amount Outstanding at Certif'icates of Obligation Debt (°/o) Issue Date Final Maturity of Issue September 30, 2017 General obligation refunding General obligation refunding General obligation refunding General obligation refunding General obligation refunding General obligation refunding General obligation refunding General obligation refunding General obligation refunding General obligation refunding Total general obligation bonds Certif'icates of obligation Certif'icates of obligation Certif'icates of obligation Certif'icates of obligation Certif'icates of obligation Certif'icates of obligation Certif'icates of obligation Certif'icates of obligation Certif'icates of obligation Certif'icates of obligation Total certificates of obligation Totalbusiness-type G.O./C.O. bonds 3.0 to 5.0 2.0 to 4.75 2.0 to 5.0 2.0 to 4.0 3.0 to 5.0 3.0 to 5.0 4.0 to 5.0 3.0 to 5.0 3.0 to 5.0 3.0 to 5.0 4.0 to 5.0 2.0 to 5.0 2.0 to 5.0 2.0 to 5.0 2.0 to 5.0 3.0 to 4.0 2.0 to 5.0 2.0 to 5.0 3.0 to 5.0 3.0 to 5.0 2010 2011 2012 2013 2014A 2015 2015A 2016 2016A 2017 2008 2010 2010 2011 2012 2013 2014 2015 2016 2017 2022 2031 2032 2033 2039 2035 2026 2028 2030 2022 2028 2030 2025 2031 2032 2033 2039 2034 2046 2047 $ 35,815,000 8,620,000 19,231,261 513,977 27,155,000 1,530,000 33,945,000 1,295,000 38,425,000 1,280,000 167,810,238 2,820,000 58,295,000 58,820,000 28,645,000 40,185,000 52,715,000 80,545,000 85,595,000 76,115,000 73,800,000 557,535,000 $ 725,345,238 $ 17,075,000 2,130,000 13,425,000 402,337 24,330,000 1,035,000 28,280,000 1,295,000 38,425,000 1,280,000 127,677,337 45,000 40,270,000 36,435,000 19,225,000 29,265,000 41,280,000 72,565,000 80,645,000 74,090,000 73,800,000 467,620,000 $ 595,297,337 [These amounts do not include net unamortized premiums! (discounts) of $38,650,455 nor net deferred gain! (loss) on refunding of ($4,407,982.] 56 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 Schedule of long-term debt maturities Aggregate maturities of the long-term debt (principal and interest) for the years subsequent to September 30, 2017 are shown below: Governmenial Aciivifies: Fiscal Year 2018 2019 2020 2021 2022 2023-2027 2028-2032 2033-2037 Total General Obligation PYIl1Clp31 It1iPY08� $ 9,854,727 $ 4,431,196 9,614,980 4,060,101 9,220,424 3,669,501 9,290,678 3,2b9,757 8,765,878 2,871,189 35,570,976 9,531,868 21,340,000 4,308,112 14,610,000 995,184 $118,267,663 $ 33,136,908 Business-Type Activities: Fiscal Year 2018 2019 2020 2021 2022 2023-2027 2028-2032 2033-2037 2038-2042 2043-2047 Total General Obligation PYIl1Clp31 It1iPY08� $ 16,330,273 $ 5,490,642 18,990,020 4,675,888 19,914,576 3,793,394 17,019,322 2,942,088 15,124,122 2,156,195 33,569,024 4,252,700 6,730,000 285,500 $127,677,337 $ 23,596,407 Cextltica%s of Obligaiion PYIl1Clp31 It1iPY08� $ 5,810,000 $ 2,133,660 5,035,000 1,784,850 4,825,000 1,571,837 4,230,000 1,361,513 3,650,000 1,171,175 10,960,000 4,119,819 9,070,000 2,000,834 5,705,000 412,047 $ 49,285,000 $ 14,555,735 Cextltica%s of Obligaiion PYIl1Clp31 It1iPY08� $ 21,945,000 $ 19,773,437 22,790,000 18,239,294 23,210,000 17,184,794 22,465,000 16,099,082 22,310,000 15,043,049 102,735,000 60,912,479 94,750,000 39,791,438 58,055,000 24,232,513 54,640,000 14,198,175 44,720,000 3,322,122 $ 467,620,000 $ 228,796,383 Capiial Leases PYll1Clp31 It1�eY08� $ 493,891 $ 11,164 4,171 - $ 498,062 $ 11,164 Revenue Toial PYll1Clp31 It1�eY08� $ 16,158,618 $ 6,576,020 14,654,151 5,844,951 14,045,424 5,241,338 13,520,678 4,631,270 12,415,878 4,042,364 46,530,976 13,651,687 30,410,000 6,308,946 20,315,000 1,407,231 $168,050,725 $ 47,703,807 Pxmcipal Iniexesi Pxmcipal $ - $ 10,685,000 $ 38,275,273 - 10,685,000 41,780,020 7,580,000 10,495,500 50,704,576 7,970,000 10,106,750 47,454,322 8,375,000 9,698,125 45,809,122 48,695,000 41,682,125 184,999,024 62,290,000 28,092,500 163,770,000 79,980,000 10,397,250 138,035,000 - - 54,640,000 - - 44,720,000 $214,890,000 $131,842,250 $810,187,337 Toial Inieresi $ 35,949,079 33,600,182 31,473,688 29,147,920 2b,897,369 106,847,304 68,169,438 34,629,763 14,198,175 3,322,122 $ 384,235,040 [These amounts do not include net unamortized premiums! (discounts) of $80,023,714 nor net deferred gain! (loss) on refunding of ($6,439,114).] Bonds authorized and unissued General obligation bonds authorized but unissued as of September 30, 2017 amounted to $53,785,000. When issued, the proceeds will be allocated to the applicable street, public safety, drainage, and parks projects. H. Landfili ciosure and post-ciosure cost State and federal laws and regulations require the City to place a final cover on its Mayhill Road landfill site upon closure and to perform certain maintenance and monitoring functions at the site for thirty years after closure. Although closure and post-closure care costs will be paid only upon anticipated closure, the City reports a portion of these costs as an operating expense in each period based on landfill capacity used as of each balance sheet date. Based on a model created by a 2017 engineering study, total landfill closure and post-closure cost increased from $16,706,340 at September 30, 2016 to $20,351,142 at September 30, 2017. The $10,013,752 reported as landfill closure and post-closure care liability is a$2,801,893 increase from the $7,211,859 liability reported on September 30, 2016. This liability represents the cumulative amount incurred to date based on the use of 46.9% of the estimated capacity of the entire landfill at September 30, 2017. Based on this estimate, the remaining potential estimated liability for closure and post-closure care of the entire landfill is $16,590,680. The City will recognize the remaining estimated cost of closure and post- closure care as the remaining capacity is filled. These amounts are based on what it would cost to perform closure and post-closure care in 2017. Actual cost may fluctuate due to inflation, changes in technology, or changes in regulations. The landfill has a remaining life of 11 years, and the City expects to close the landfill in fiscal year 2028. 57 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 The solid waste fund has provided for a reservation and designation of cash and investments of $8,654,114 at September 30, 2017, and anticipates increasing the reserve in future periods as the closure and post-closure activities are carried out. V. OTHER INFORMATION A. Pension pians Texas Municipai Retirement Pian Pian description The City of Denton participates as one of 872 plans in the nontraditional, joint contributory, hybrid defined benefit pension plan administered by the Texas Municipal Retirement System (TMRS). TMRS is an agency created by the State of Texas and administered in accordance with the TMRS Act, Subtitle G, Title 8, Texas Government Code (the TMRS Act) as an agent multiple-employer retirement system for municipal employees in the State of Texas. The TMRS Act places the general administration and management of the System with a six-member board of Trustees. Although the Governor, with the advice and consent of the Senate, appoints the Board, TMRS is not fiscally dependent on the State of Texas. TMRS's defined benefit pension plan is a t�-qualified plan under Section 401(a) of the Internal Revenue Code. TMRS issues a publicly-available comprehensive annual financial report (CAFR) obtainable at www,,;,;��ra;;p;;;�,,;,�,�s,;rra,. All eligible employees of the city are required to participate in TMRS. Benefits provided TMRS provides retirement, disability, and death benefits. Benefit provisions are adopted by the governing body of the City, within the options available in the state statutes governing TMRS. At retirement, the benefit is calculated as if the sum of the employee's contributions, with inferesf, and fhe city-financed monefary credifs wifh inferesf were used fo purchase an annuity. Members may choose fo receive fheir re�iremenf benefif in one of seven paymenfs op�ions. Members may also choose fo receive a portion of fheir benefif as a Partial Lump Sum Distribufion in an amounf equal fo 12, 24, or 36 monfhly payments, which cannot exceed 75% of the member's deposits and interest. Upon retirement, benefits depend on the sum of the employee's contributions, with interest, and the city- financed monetary credits, with interest. City-financed monetary credits are composed of three sources: prior service credits, current service credits, and updated service credits. Prior service credit, granted by each city joining TMRS, is a monetary credit equal to the accumulated value of the percentage of prior service credit adopted times and employee's deposits that would have been made, based on the average salary prior to participation, for the number of months the employee has been employed, accruing 3% annual interest, and including the matching ratio adopted by the City. Monetary credits for service since the plan began (or current service credits) are apercent (200%) ofthe employee's accumulated contributions. In addition, the City grants on an annually repeating basis, another type of monetary credit referred to as an updated service credit. This monetary credit is determined by hypothetically recomputing the member's account balance by assuming the current member deposit rate of the City (7%) has always been in effect. The computation also assumes the member's salary has always been the member's average salary — using a salary calculation based on the 36- month period ending a year before the effective date of calculation. This hypothetical account balance is increased by 3% each year, and increased by the city match currently in effect (200%). The resulting sum is then compared to the member's actual account balance increased by the actual city match and actual interest credited. If the hypothetical calculation exceeds the actual calculation, the member is granted a monetary credit (or Updated Service Credit) equal to the difference between the hypothetical calculation and the actual calculation times the percentage adopted. The plan provisions also include an annually repeating basis cost of living adjustments for retires equal to 70% of the change in the consumer price index. Members can retire at ages 60 and above with 5 or more years of service or with 20 years of service regardless of age. A member is vested after five years. 58 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 Empioyees covered by benefit terms At the December 31, 2016 valuation and measurement date, the following employees were covered by the benefit terms: Inactive employees or beneficiaries currently receiving benefits 520 Inactive employees entitled to but not yet receiving benefits 478 Active employees 1,245 Total 2,243 Contributions The contribufion rafes for employees in TMRS are eifher 5%, 6%, or 7% of employee gross earnings, and fhe city mafching percenfages are ei�her 100%, 150%, or 200%, bofh as adopfed by fhe City CounciL Under fhe sfafe law governing TMRS, fhe contribu�ion rafe for each city is defermined annually by fhe actuary, using fhe Enfry Age Normal (EAN) actuarial cosf inefhod. The actuarially defermined rafe is fhe esfimafed amounf necessary fo finance fhe cosf of benefifs earned by employees during fhe year, wifh an addifional amounf fo finance any unfunded accrued liability. Employees for fhe City were required fo confribufe 7% of fheir annual gross earnings during fhe fiscal year. The confribufion rafes for fhe City were 1723% and 17.30% in calendar years 2016 and 2017, respec�ively. The City's contributions to TMRS for fhe year ended Sepfember 30, 2017 were $14,648,606 and were equal fo fhe required contribufions. Net pension liability The City's Net Pension Liability (NPL) was measured as of December 31, 2016, and fhe Tofal Pension Liability (TPL) used fo calculafe fhe Nef Pension Liability was defermined by an actuarial valuafion as of �haf dafe. Actuarial assumptions The Tofal Pension Liability in fhe December 31, 2016 actuarial valuafion was defermined using fhe following actuarial assumpfions: Inflafion 2.5% per year Overall payroll growth 3.0% per year Invesfinenf Rafe of Return 6.75%, nef of pension plan invesfinenf expense, including inflafion Salary increases were based on a service-relafed fable. Morfality rafes for acfive members, refirees, and beneficiaries were based on fhe gender-disfincf RP2000 Combined Healfhy Mortality Tables wifh Blue Collar Adjusfinenf, wifh male rafes mulfiplied by 109% and female rafes mulfiplied by 103%. The rafes are projecfed on a fully genera�ional basis by scale BB fo accounf for future morfality improvemenfs. For disabled annuifanfs, fhe gender-disfincf RP2000 Combined Healfhy Mortality Tables wifh Blue Collar Adjusfinenf are used wifh male rafes mulfiplied by 109% and female rafes mul�iplied by 103% wifh a 3-year sef-forward for bofh males and females. In addifion, a 3% minimum morfality rafe is applied fo reflecf fhe impairmenf for younger members who become disabled. The rafes are projecfed on a fully generafional basis by scale BB fo accounf for future morfality improvemenfs subjecf fo �he 3% floor. Actuarial assumpfions used in �he December 31, 2016, valuafion were based on fhe resulfs of actuarial experience studies. The experience study in TMRS was for �he period December 31, 2010 fhrough December 31, 2014. Healfhy posf-refiremenf morfality rafes and annuity purchase rafes were updafed based on a Mortality Experience Invesfiga�ion Study covering 2009 fhrough 2011, and dafed December 31, 2013. These assumpfions were firsf used in �he December 31, 2013 valuafion, along wifh a change fo fhe Enfry Age Normal 59 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 (EAN) actuarial cosf inefhod. Assumpfions are reviewed annually. No addifional changes were made for fhe 2014 valua�ion. After fhe Assef Allocafion Study analysis and experience invesfigafion study, fhe Board amended fhe long-ferm expecfed rafe of refurn on pension plan invesfinenfs from 7% fo 6.75%. Plan assefs are managed on a fofal return basis wifh an emphasis on bofh capifal appreciafion as well as fhe producfion of income, in order fo safisfy fhe short-ferm and long-ferm funding needs of TMRS. The long-ferm expecfed rafe of return on pension plan invesfinenfs was defermined using a building-block mefhod in which besf es�imafe ranges of expecfed future real rafes of return (expecfed returns, nef of pension plan invesfinenf expense and inflafion) are developed for each major assef class. These ranges are combined fo produce fhe long-ferm expecfed rafe of return by weighfing fhe expecfed future real rafes of return by fhe fargef assef allocafion percenfage and by adding expecfed inflafion. In defermining fheir besf esfimafe of a recommended invesfinenf return assumpfion under fhe various alfernafive assef allocafion portfolios, TMRS's actuary focused on fhe area bettiveen (1) arifhmefic mean (aggressive) wifhouf an adjusfinenf for fime (conservafive) and (2) fhe geometric mean (conservafive) wifh an adjusfinenf for fime (aggressive). The fargef allocafion and besf esfimafes of real rafes of return for each major assef class in fiscal year 2017 are summariaed in �he following fable: Asset Class Domestic Equity International Equity Core F�ed Income Non-Core F�ed Income Real Return Real Estate Absolute Return Private Equity Total Discount rate Target Allocation 17.5% 17.5% 10.0% 20.0% 10.0% 10.0% 10.0% 5.0% 100.0% Long-Term Expected Real Rate of Return (Arithmetic) 4.55% 635% 1.00% 4.15% 4.15% 4.75% 4.00% 7.75% The discounf rafe used fo measure fhe Tofal Pension Liability was 6.75%. The projec�ion of cash flows used fo defermine fhe discounf rafe assumed fhaf employee and employer contribu�ions will be made af fhe rafes specified in statute. Based on that assumption, the pension plan's Fiduciary Net Position was projected to be available fo make all projecfed future benefif paymenfs of currenf acfive and inac�ive employees. Therefore, fhe long-ferm expecfed rafe of return on pension plan invesfinenfs was applied fo all periods of projecfed benefif paymenfs fo defermine fhe Tofal Pension Liability. 60 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 Changes in the net pension liability Balance at 12/31/2015 Changes for the year: Service cost Interest Difference between expected and actual experience Contributions - employer Contributions - employee Net investment income Benefit payments, including refunds of employee contr�utions Adininistrative expense Other changes Net changes Balance at 12/31/2016 Increase (Decrease) Total Pension Plan Fiduciary Net Pension Liability Net Position Liability (a) (b) (a) - (b) $ 409,277,260 $ 324,618,549 $ 84,658,711 13,925,238 27,656,654 763,589 (1g,02g,gg0) 29,322,151 $ 438,599,411 14,046,860 5,712,464 21,947,635 (13,023,330) (247,766) (13,349) 28,422,514 $ 353,041,063 Sensitivity of the net pension liability to changes in the discount rate 13,925,238 27,656,654 763,589 (14,046,860) (5,712,464) (21,947,635) 247,766 13,349 899,637 $ 85,558,348 The following presenfs fhe nef pension liability of fhe City, calculafed using fhe discounf rafe of 6.75%, as well as what the City's net pension liability would be if it were calculated using a discount rate that is 1- percenfage-poinf lower (5.75%) or 1-percenfage-poinf higher (7.75%) fhan fhe currenf rafe: 1% Decrease in Current 1% Increase in Discount Rate Discount Rate Discount Rate (5.75%) (6.75%) (7.75%) City's net pension liability $ 151,647,722 $ 85,558,348 $ 31,623,977 Pension pian fiduciary net position Detailed information about the pension plan's Fiduciary Net Position is available in a separately-issued TMRS financial report. Thaf report may be obfained on fhe Infernef af www.tmrs.com. Pension expense and deferred outfiows of resources and deferred infiows of resources related to pensions For fhe year ended September 30, 2017, the City recognized pension expense of $19,051,014. This amount is included as part ofpersonal services expenses. 61 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 At September 30, 2017, the City reported deferred outflows of resources and deferred inflows of resources related to TMRS pension from the following sources: Differences between projected and actual investment earnings Contr�butions subsequent to the measurement date Differences between expected and actual economic experience Difference in assumption changes Total Deferred Outflows Deferred Inflows of Resources 14,589,173 $ 11,269,409 613,276 of Resources (28,706) (984,869) - (256,929) $ 26,471,858 $ (1,270,504) $11,269,409 reporfed as deferred oufflows of resources relafed fo pensions resulfing from contribufions subsequenf fo fhe measuremenf dafe will be recogniaed as a reducfion of fhe nef pension liability for fhe City's fiscal year ending Sepfember 30, 2017. Ofher amounfs reported as deferred oufflows and inflows of resources relafed fo pensions will be recogniaed in pension expense as follows: Measurement Year Ended December 31st 2017 2018 2019 2020 2021 Total Suppiementai death benefit fund $ 4,832,223 4,832,224 4,112,336 143,138 12,024 $13,931,945 The City of Denton also participates in the cost-sharing multiple-employer defined benefit group-term life insurance plan known as the Supplemental Death Benefits Fund (SDBF). This is a separate trust administered by the TMRS Board of Trustees and is a voluntary program in which the City elected, by ordinance, to provide group term life insurance coverage to active and retired members. The City may terminate coverage under and discontinue participation in the SDBF by adopting an ordinance before November lst of any year to be effective the following January ls` Payments from this fund are similar to group term life insurance benefits, and are paid to the designated beneficiaries upon the receipt of an approved application for payment. The death benefit for active employees provides a lump-sum payment approximately equal to the employee's annual salary (calculated based on the employee's actual earnings, for the 12-month period preceding the month of death). The death benefit for retirees is considered an"other postemployment benefit" (OPEB) and is a fixed amount of $7,500. The obligations of this plan are payable only from the SDBF and are not an obligation of, or claim against, the TMRS Pension Trust Fund. Contributions are made monthly based on the covered payroll of employee members of the City. The contractually required contribution rate is determined by an annual actuarial valuation and is based on the mortality and service experience of all employees covered by the SDBF and the demographics specific to the workforce of the City. There is a one-year delay between the actuarial valuation that serves as the basis for the employer contribution rate and the calendar year when the rate goes into effect. The contributions to the 6z CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 SDBF are pooled for investment purposes with those of the Pension Trust Fund described above. The TMRS Act requires the Pension Trust Fund to allocate investment income to the SDBF on an annual basis. The funding policy of the plan is to assure adequate resources are a�ailable to meet all death benefit payments for the upcoming year; the intent is not to prefund retiree term life insurance during employees' entire careers. As such, contributions are utilized to fund active member deaths on a pay-as-you-go basis; any excess contributions and investment income over payments then become net position available for OPEB. The City's contributions to the TMRS SDBF for the fiscal years ended September 30, 2015, 2016, and 2017, were $133,686, $149,630, and $152,556, respectively, which equaled the required contributions each year. Denton Firemen's Relief and Retirement Pian Pian description The City contributes to the retirement plan for firefighters in the Denton Fire Department known as the Denton Firemen's Relief and Retirement Fund (the Fund). The Fund is a single employer, contributory, defined benefit plan. The benefit provisions of the Fund are authorized by the Texas Local Fire Fighters' Retirement Act (TLFFRA). TLFFRA provides the authority and procedure to amend benefit provisions. The plan is administered by the Board of Trustees of the Denton Firemen's Relief and Retirement Fund. The City does not ha�e access to nor can it utilize assets within the retirement plan trust. The Fund issues a stand-alone report pursuant to GASB Statement No. 67, which may be obtained by writing the Denton Firemen's Relief and Retirement Fund at P.O. Box 2375, Denton, Texas 76202. See that report for all information about the plan fiduciary net position. Benefits provided Firefighters in the Denton Fire Department are covered by the Denton Firemen's Relief and Retirement Fund which provides service retirement, death, disability, and withdrawal benefits. These benefits fully vest after 20 years of credited service. Firefighters may retire at age 50 with 20 years of service. A partially-vested benefit is provided for firefighters who terminate employment with at least 10 but less than 20 years of service. If a terminated firefighter has a partially vested benefit, the firefighter may retire starting on the date they would have both completed 20 years of service if they had remained a Denton firefighter and attained age 50. As of the December 31, 2015 actuarial valuation date, the plan effective January 1, 2011 provides a monthly normal service retirement benefit, payable in a Joint and Two-Thirds to Spouse form of annuity, equal to 2.59% of Highest 36-Month Average Salary for each year of service. A retiring firefighter who is at least age 52 with at least 22 years of service has the option to elect the Retroactive Deferred Retirement Option Plan (RETRO DROP) which will provide a lump sum benefit and a reduced monthly benefit. The reduced monthly benefit is based on the service and Highest 36-Month Average Salary as if the firefighter had terminated employment on their selected RETRO DROP benefit calculation date, which is no earlier than the later of the date the firefighter meets the age 52 and 22 years of service requirements and the date four years prior to the date the firefighter actually retires. Upon retirement, the member will receive, in addition to the monthly retirement benefit, a lump sum equal to the sum of (1) the amount of monthly contributions the member has made to the Fund after the RETRO DROP benefit calculation date plus (2) the total of the monthly retirement benefits the member would have received between the RETRO DROP benefit calculation date and the date retired under the plan. There are no account balances. The lump sum is calculated at the time of retirement and distributed as soon as administratively possible. There is no provision for automatic postretirement benefit increases. The Fund has the authority to provide, and has periodically in the past provided, ad hoc postretirement benefit increases. 63 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 Empioyees covered by benefit terms In the December 31, 2015 actuarial valuation, the following numbers of inembers were covered by the Fund: Inactive employees or beneficiaries currently receiving benefits 84 Inactive employees entitled to but not yet receiving benefits 2 Active employees 176 Total 262 Contributions The contribution provisions of the Fund are authorized by TLFFRA. TLFFRA provides the authority and procedure to change the amount of contributions determined as a percentage of pay by each firefighter and a percentage of payroll by the City. The funding policy of the Denton Firemen's Relief and Retirement Fund requires contributions equal to 12.6% of pay by the firefighters, the rate elected by the firefighters according to TLFFRA. The City currently contributes according to a City ordinance the same percentage of payroll the City contributes to the Texas Municipal Retirement System for other employees each calendar year. The City contribution rate was 17.41% in calendar year 2016 and 17.48% in calendar year 2017 until mid-December when the rate changed to 18.5%. The December 31, 2015 actuarial valuation includes the assumption that the city contribution rate will a�erage 15.5% over the UAAL amortization period. The costs of administering the plan are paid from the Fund assets. The City's contributions to the Fund for the year ended September 30, 2017 were $2,814,029. Ultimately, the funding policy also depends upon the total return of the Fund's assets, which varies from year to year. Investmentpolicy decisions are established and maintained by the board of trustees. The board selects investments and employs investment managers with the advice of their investment consultant who is completely independent of the investment managers. For the calendar year ending December 31, 2016, the money-weighted rate of return on pension plan investments was 10.17%. This measurement of the investment performance is net of investment-related expenses, reflecting the effect of the timing of the contributions received and the benefits paid during the year. While the contribution requirements are not actuarially determined, state law requires that each change in plan benefits adopted by the Fund must first be approved by an eligible actuary, certifying the contribution commitment by the firefighters and the assumed city contribution rate together provide an adequate contribution arrangement. Using the entry age actuarial cost method, the plan's normal cost contribution rate is determined as a percentage of payroll. The excess of the total contribution rate over the normal cost contribution rate is used to amortize the plan's unfunded actuarial accrued liability (UAAL). The number of years needed to amortize the plan's UAAL is actuarially determined using an open, level percentage of payroll method. Net pension liability The City of Denton's net pension liability was measured as of December 31, 2016, and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as of December 31, 2015 and rolled forward to December 31, 2016. Actuariai assumptions The total pension liability in the December 31, 2015 actuarial valuation was determined using the following actuarial assumptions, applied to all periods included in the measurement: Infla�ion Overall payroll grow�h Investmen� Ra�e of Return 2.50% per year 3.00% per year, plus promo�ion, sfep and longevity increases fhaf vary by service 6.75%, nef of pension plan invesfinenf expense, including inflafion 64 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 Mortality rates were based on the RP-2000 Combined Healthy Mortality Tables for males and for females (sex distinct) projected to 2024 by scale AA. The long-term expected rate of return on pension plan investments is reviewed for each biennial actuarial valuation and was determined using a building-block method in which expected future net real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These components are combined to produce the long-term expected rate of return by weighting the expected future net real rates of return by the target asset allocation percentage (currently resulting in 5.00%) and by adding expected inflation (2.50%). In addition, the final 6.75% assumption was selected by "rounding down" and thereby reflects a reduction of 0.75% for adverse deviation. The target allocation and expected arithmetic net real rates of return for each major asset class are summarized in the following table: Asset Class Equities Large Cap Domestic Small/Mid Cap Domestic International Developed Alternatives Master Limited Partnerships Real Estate F�ed Income Cash Total Discount rate Target Allocation 40.0% 10.0% 10.0% 8.0% 15.0% 10.0% 7.0% 100.0% Long-Term Expected Real Rate of Return (Arithmetic) 5.90% 6.40% 6.40% 7.90% 4.40% 0.90% 0.00% The discount rate used to measure the total pension liability was 6.75%. No projection of cash flows was used to determine the discount rate because the December 31, 2015 actuarial valuation showed expected contributions would pay the normal cost and amortize the unfunded actuarial accrued liability (UAAL) in 32 years. Because of the 32-year amortization period of the UAAL, the pension plan's fiduciary net position is expected to be available to make all projected future benefit payments of current active and inactive members. Therefore, the long-term expected rate of return on pension plan investments of 6.75% was applied to all periods of proj ected benefit payments as the discount rate to determine the total pension liability. 65 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 Changes in the net pension liability Balance at 12/31/2015 Changes for the year: Service cost Interest Contributions - employer Contributions - employee Net investment income Benefit payments, including refunds of employee contr�utions Adininistrative expense Other changes Net changes Balance at 12/31/2016 Increase (Decrease) Total Pension Plan Fiduciary Net Pension Liability (a) $ 89,942,685 3,089,911 6,135,588 (4,270,006) Net P osition (b) $ 67,976,717 2,759,844 1,997,155 6,935,215 (4,270,006) (94,175) Liability (a) - (b) $ 21,965,968 3,089,911 6,135,588 (2,759,844) (1,997,155) (6,935,215) 94,175 4,955,493 7,328,033 (2,372,540) $ 94,898,178 $ 75,304,750 $ 19,593,428 Sensitivity of the net pension liability to changes in the discount rate The following presents the net pension liability of the City of Denton, calculated using the discount rate of 6.75%, as well as what the city's net pension liability would be if it were calculated using a discount rate that is 1-percentage-point lower (5.75%) or 1-percentage-point higher (7.75%) than the current rate: City's net pension liability Pension pian fiduciary net position 1% Decrease in Current 1% Increase in Discount Rate Discount Rate Discount Rate (5.75%) (6.75%) (7.75%) $ 31,679,502 $ 19,593,428 $ 9,414,393 The plan fiduciary net position reported above is the same as reported by the Fund. Detailed information about the plan fiduciary net position is available in the Fund's separately issued audited financial statements, which are reported using the economic resources measurement focus and the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. Revenues are recorded when earned, and expenses are recorded when a liability is incurred, regardless of the timing of the related cash flows. Investments are reported at fair value, the price that would be recognized to sell an asset in an orderly transaction between market participants at the measurement date. Pension expense and deferred outfiows of resources and deferred infiows of resources related to pensions For the year ended September 30, 2017, the City recognized pension expense of $3,983,918. Amounts recognized in the fiscal year represent changes between the current and prior year measurement dates. This amount is included as part of personnel services expenses. 66 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 At September 30, 2017, the City reported deferred outflows of resources and deferred inflows of resources related to the Fund from the following sources: Differences between projected and actual investment earnings Contr�butions subsequent to the measurement date Differences between expected and actual economic experience Difference in assumption changes Total Deferred Outflows of Resources $ 5,058,092 2,152,993 1,855,036 $ 9,066,121 Deferred Inflows of Resources (1,866,823) (1,641,453) $ (3,508,276) Deferred oufflows of resources relafed fo pensions resul�ing from contribufions subsequenf fo fhe measuremenf dafe of $2,152,993 will be recogniaed as a reducfion of fhe nef pension liability for fhe measuremenf year ending December 31, 2017 and the City's fiscal year ending September 30, 2018. Ofher amounfs reported as deferred oufflows and inflows of resources relafed fo pensions will be recogniaed in pension expense as follows: Measurement Year Ended December 31st 2017 2018 2019 2020 2021 Thereafter Total $ 1,263,085 1,263,085 1,214,160 (439,253) 27,452 76,323 $ 3,404,852 B. Post-empioyment benefits other than pensions (OPEB) The cost of post-employment healthcare benefits, from an accrual accounting perspective, similar to the cost of pension benefits, should be associated with the periods in which the cost occurs, rather than in the future year when it will be paid. According to the requirements of GASB Statement No. 45 for the fiscal year ended September 30, 2017, the City recognizes the cost of post-employment healthcare in the year the employee services are received, reports the accumulated liability from prior years, and provides information useful in assessing potential demands on the City's future cash flows. Recognition of the liability accumulated from prior years will be amortized over 30 years, the first period commencing with the fiscal year ending September 30, 2008. Pian description The City provides post-employment medical care (OPEB) for retired employees through a single-employer defined benefit medical plan. The plan provides medical benefits for eligible retirees, their spouses and dependents though the City's group health insurance plans, which covers both active and retired members. The benefits, benefit levels, and contribution rates are recommended annually by the City management as part of the budget process. Any changes in rate subsidies for retirees are approved by the City Council. Since 6� CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 an irrevocable trust has not been established, the plan is not accounted for as a trust fund. The plan does not issue a separate financial report. Benefits provided The City provides post-employment medical, dental, and vision care benefits to its retirees. To be eligible for benefits, an employee must qualify for retirement under the Texas Municipal Retirement System or the Denton Firemen's Relief and Retirement Plan. Retirees must make a one-time irrevocable decision to choose benefits at the time of retirement, after that their eligibility for the benefits ceases. However, retirees can move between plans and can add and drop dependents based on qualifying events. All medical care benefits are provided through the City's self-insured health plan. The benefit levels are the same as those afforded to active employees. Funding policy The plan premium rates are recommended annually by City management and approved by the City Council as part of the annual budget. The retiree's contribution is the full amount ofthe actuarially determined blended premium rate less a subsidy dependent upon years of service at retirement. By providing retirees with access to the City's healthcare plans based on the same rates it charges to active employees, the City is in effect providing a subsidy to retirees. This implied subsidy exists because, on a�erage, retiree health care costs are higher than active employee healthcare costs. By the City not contributing anything toward this plan in advance, the City employs a pay-as-you-go method through paying the higher rate for active employees each year. The City contributes $40 per month for each five-year increment of service, up to $200 per month, toward the cost of retiree coverage. The full cost for dental and vision is paid by the retiree. Retirees are required to enroll in Medicare Part B once eligible (age 65) and are moved into a fully-insured Medicare Supplement plan at that time. The same City contribution level applies to the supplement. Annuai OPEB costs and Net OPEB obiigation The City's annual other post-employment benefit (OPEB) cost is calculated based on the annual required contribution of the City (ARC), an amount actuarially determined in accordance with the parameters of GASB Statement 45. The ARC represents a level of accrual that, if paid on an ongoing basis, is projected to cover normal cost each year and to amortize any unfunded actuarial liabilities over a period not to exceed thirty years. The City's annual OPEB cost for the current year and the related information are as follows at September 30, 2017: Annual required contr�ution Interest on prior year net OPEB obligation Adjustment to annual required contr�ution Annual OPEB cost Contnbutions made Increase in net OPEB obligation Net OPEB obligation - begimling of year Net OPEB obligation - end of year Percentage of OPEB costs contributed 6s $ 3,438,549 333,925 (566,426) 3,206,048 (524,589) 2,681,459 8,348,135 $11,029,594 16.4% CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 Funded status and funding progress The funded status of the plan as of the actuarial measurement date of December 31, 2015 was as follows: Actuarial accrued liability Actuarial value of plan assets Unfunded actuarial accued liability Funded ratio Covered payroll Unfunded actuarial accrued liability as a percentage of covered payroll $ 25,361,327 $ 25,361,327 0.0% $ 98,668,427 25.7% Three-Year Trend Information for OPEB Funding Year ending 9/30/2017 9/30/2016 9/30/2015 AnnuaIOPEB costs Actual contr�utions Percent contributed Net OPEB obligation $ 3,206,048 $ 3,279,833 $ 524,589 $ 630,522 16.4% 192% $11,029,594 $ 8,348,135 $ 1,716,639 $ 671,072 39.1% $ 5,698,824 The schedule of funding progress, presented as "Required Supplementary Information" (E�ibit XIII) following the notes to the financial statements, presents multi-year trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liability of benefits. Actuarial valuations involve estimates of the value of reported amounts and assumptions about the probability of events in the future. Amounts determined regarding the status of the plan and the annual required contributions of the City's retiree health care plan are subject to continual revision as actual results are compared to past expectations and new estimates are made about the future. Actuariai methods and assumptions The Projected Unit Credit actuarial cost method is used to calculate the GASB ARC for the City's retiree health care plan. Using the plan benefits, the present health premiums and a set of actuarial assumptions, the anticipated future payments are projected. The Projected Unit Credit method then provides for a systematic funding for these anticipated payments. The yearly ARC is computed to cover the cost of benefits being earned by covered members as well as to amortize a portion of the unfunded accrued liability. Proj ections of benefits are based on the substantive plan (the plan understood by the employer and plan members) and include the type of benefits in force at the valuation date and the pattern of sharing benefits between the City and the plan members at that point. Actuarial calculations reflect a long-term perspective and employ methods and assumptions designed to reduce short-term volatility in actuarial accrued liabilities and the actuarial value of assets. Significant method and assumptions used for this fiscal year valuation as shown on the following page were as follows: 69 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 Actuarial cost method Amortization method Amortization period Asset valuation method Investment rate of return Inflation rate Payroll growth Healthcare inflation rate Medicai reimbursements Actuariai Assumptions 12/31/15 Proj ected unit credit Level dollar 22 years, closed N/A 4.0%, net of expenses 2.5% N/A Initial rate of 7.50% declining to an ultimate rate of 425% after 15 years The federal government may provide the city subsidy per the Medicare Part D Prescription Drug Subsidy Program for providing healthcare for Medicare eligible employees. As the City does not participate in these subsidies, any current and future year subsidies are not recognized as a reduction to the actuarial accrued liability. C. Deferred compensation pian The City offers its employees a deferred compensation plan created in accordance with Internal Revenue Code Section 457. For the calendar years 2016 and 2017, the plan, a�ailable to all permanent City employees, permitted them to defer, until future years, up to $18,000. Employees who are age 50 or older may contribute an amount not to exceed $24,000. Employees who are within three years of retirement eligibility may elect to participate in a catch-up provision allowed by Section 457, which has an annual maximum contribution amount of $36,000. The withdrawal of deferred compensation funds is only available to employees by loan, termination, retirement, death, or unforeseeable emergency. All amounts of compensation deferred under the plan, all property and rights purchased with those amounts, and all income attributable to those amounts, property or rights are, until paid or made available to the employee or other beneficiary, solely the property and rights of the employees. Accordingly, the assets and associated liability of the plan are not included in the City's financial statements. It is the opinion of the City's legal counsel that the City has no liability for losses under the plan. �o CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 D. Seif-insurance pian The City has established a self-insurance plan for liability and workers' compensation claims in the Risk Retention Fund. Accrued claims payable include provisions for claims reported and claims incurred but not reported. The provision for reported claims is determined by estimating the amount which will ultimately be paid for each claimant. The provision for claims incurred but not yet reported is estimated based on actuarial studies. It is the policy of the City of Denton not to purchase commercial insurance for workers' compensation claims or general liability. Commercial liability insurance coverage is purchased for airport operations, emergency medical services, take-home vehicles, and employee theft and dishonesty. Additionally, excess insurance is purchased for general liability, auto liability, public officials, and workers' compensation exposures. The City reports liabilities when it is probable that a loss has occurred and the amount of that loss can be reasonably estimated. Liabilities include an amount for claims that ha�e been incurred but not reported. Because actual claim liabilities depend on such complex factors as inflation, changes in legal doctrines, and damage awards, the process used in computing claims liability does not necessarily result in an exact amount. In January 2008, the City started a self-insured group employee health insurance plan. Claims are paid from the Health Insurance Fund, which has an annually negotiated stop loss provision. The City's costs associated with the self-insurance plans are interfund transactions. Accordingly, they are treated as operating revenues of the Internal Service Risk Retention Fund and Health Insurance Fund and operating expenditures (expenses) of the other funds and employee payroll deductions. Claims liabilities are re-evaluated periodically to take into consideration settlement of claims, new claims and other factors. As of September 30, 2017 the estimated value of these liabilities was $4,334,013. Changes in balances of claims liabilities during fiscal years 2017 and 2016 were as follows: Claims Liability Claims and Begimling of Change in Fiscal Year Estimates Workers' Compensation 2017 $ 2016 General Liability 2017 $ 2016 Health Insurance 2017 2016 E� 1,887,296 $ 1,059,062 2,418,984 51,307 609,030 $ 442,108 523,794 577,677 1,575,078 $ 21,964,583 1,780,201 20,229,928 Claims P ayments $ 1,284,456 582,995 $ 206,366 492,441 $ 21,712,322 20,435,051 Claims Liability End of Fiscal Year 1,661,902 1,887,296 844,772 609,030 1,827,339 1,575,078 On September 30, 2017, the City of Denton held additional amounts in unrestricted net position of $863,295 in the Risk Retention Fund and $4,843,341 in the Health Insurance Fund for payment of claims. There were no significant reductions in insurance coverage from coverage in the prior year, and the amount of settlements did not exceed insurance coverage in the current year or in any of the past three fiscal years. �l CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 E. Commitments and contingencies Agreement with TMPA In 1976, the City, along with the cities of Bryan, Greenville, and Garland, Texas (the Cities) entered into a Power Sales Contract with the Texas Municipal Power Agency (TMPA). TMPA was created through concurrent ordinances of the Cities and is governed by a Board of Directors consisting of eight members, two appointed by the governing body of each city. Under the terms of the agreement, TMPA agreed to construct or acquire electric generating plants to supply energy and power to the Cities for a period of not less than 35 years. The Cities in turn agreed to purchase all future power and energy requirements in excess of the amounts generated by their systems from TMPA at prices intended to cover operating costs and retirement of debt. In the event that revenues are insufficient to cover all costs and retire the outstanding debt, each of the cities has guaranteed a portion of the unpaid debt based, generally, upon its pro rata share of the energy delivered to consumers in the prior operating year. TMPA, a municipal corporation, is governed by a Board of Directors consisting of eight members. The governing body of each of the four Cities appoints two members to the Board. An affirmative vote of five Directors, plus a weighted majority vote based on the respective energy usage of the Cities, is required for major decisions. The City pays TMPA a pro-rated monthly charge based on the City's contractual portion of TMPA's annual fixed operating costs and debt service payments, which is currently 213%. As of September 30, 2017, total TMPA long-term debt outstanding was approximately $301,629,000. The City's portion ofthis debt due to contractual obligations with TMPA is $21,395,608, all due in the next fiscal year ($21,175,395 ofprincipal and $220,213 in related interest). In January 2016 and again in June 2017, TMPA issued requests for proposals (RFPs) regarding the proposed sale of the agency's generation and transmission assets. Certain proposals received in connection with the 2016 RFP were pursued in 2016 and into 2017, but negotiations were ultimately discontinued. TMPA received additional proposals in the summer and fall of 2017 and is reviewing them. The proposals involve two cooperating entities, neither of which is a governmental entity. One proposer is interested in ownership of Gibbons Creek, and the other proposer has expressed interest in acquiring a portion of TMPA's transmission facilities. The proposals are under evaluation by TMPA, and negotiations with the proposers ha�e not yet commenced. TMPA management anticipates, that if any negotiations are pursued with respect to the sale proposals, that (i) none of TMPA's generation assets would be transferred prior to September 1, 2018, and (ii) none of TMPA's transmission assets would be transferred prior to the first date, September 1, 2020, when all transmission debt is subject to optional or mandatory redemption or could otherwise be prepaid. Effective September 1, 2016, TMPA and the Member Cities entered into a Joint Operating Agreement (JOA). In general, the purposes of the JOA include: (i) funding TMPA operations such as mine reclamation, transmission service, and plant decommissioning following expiration of the Power Sales Contract (PSC); (ii) subj ect to certain exceptions, requiring Member City approval for the issuance of new debt, the execution of certain significant contracts, and the sale of property exceeding $10 million in value; (iii) specifying provisions for determining how costs of TMPA and proceeds from the sale of assets are to be allocated among the Member Cities; (iv) providing for the establishment by TMPA of reserve funds for the decommissioning of the plant and the indemnification of TMPA Board Members and Member City officials, employees, contractors, and agents; and (v) dividing the operations of TMPA into three business functions (mine, generation, and transmission) and requiring separate budgets and books for each business function. The PSC provides upon dissolution of TMPA, the assets of TMPA automatically being transferred to the Member Cities, with each Member City receiving an undivided interest in the assets of TMPA in proportion to the amount paid by the Member City to TMPA. The JOA requires TMPA to periodically make this calculation for each business unit, and sets out formulas for making these calculations. Under the JOA, these �z CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 ownership calculations are relevant not only to the allocation of assets upon dissolution of TMPA, but also to the allocation of certain proceeds from the sale of assets, and in some cases, the allocation of TMPA costs. At the request of a maj ority of the Member Cities, TMPA is required by the JOA to transfer a divided interest in the transmission system to each Member City. Under this partition process, the objective is for each City to receive ownership of transmission facilities in the vicinity of the Member City, and in proportion to the Member City's ownership interest in the transmission business. Any such transfer of transmission assets must be in compliance with relevant bond covenants, including those requiring defeasance of all or a portion of transmission debt. The JOA includes a reclamation plan for the mine, requires the development of a decommissioning plan, and sets out standards for environmental remediation. TMPA is required to comply with these plans and standards. Under the JOA, in discharging its contractual obligations, including mine reclamation, decommissioning, transmission service, environmental remediation, indemnification, and other obligations, TMPA is rendering services to the Member Cities. The JOA obligates each Member City to pay the cost of these services, and to collect rates and charges for electric service sufficient to enable it to pay to TMPA all amounts due under the JOA for these services. A Member City's payment obligations under the JOA are payable exclusively from such electric utility revenues, and constitute an operating expense of its electric system. Unless terminated earlier through the mutual consent of all parties, the JOA remains in effect until the dissolution of TMPA and the winding up of its affairs. Effective September 1, 2016, the JOA was amended (Amendment No. 1). The primary purposes of the amendment were to authorize the sale of Gibbons Creek and the sale of the Southern 345 kV Transmission System and to authorize the issuance of refunding bonds in connection with such sales. As the sale contemplated by Amendment No. 1 did not occur, by its own terms, Amendment No. 1 ceased to have any force or effect. Effective September 22, 2017, the JOA was amended a second time (Amendment No. 2). The purposes of this amendment are to: continue TMPA's authority to issue mine reclamation bonds as had been contemplated in Amendment No. 1; revise the dates on which the separate budgets of the JOA become effective; authorize TMPA to sell certain mining and transmission assets, provided the sales do not exceed in value certain financial thresholds, and provided the sales comply with bond covenants; and allow for an extension to the term of the PSC, applicable only to the cities notifying TMPA of the extension, in order to complete a period of seasonal operation in 2018, or such other period of time as desired by the notifying cities. Effective October 17, 2017, Gibbons Creek entered into a seasonal operations mode, operating during the summer months only (June-September). This change was authorized by ERCOT through a Notification of Suspension of Operations (NSO) Initial and Final Determination, dated August 2017. Due to the significant decline in service utility of the generation assets, such assets were deemed impaired as of September 30, 2017. The City also impaired its TMPA prepaid purchase power due to the seasonality changes. Of the $43,378,333 balance in TMPA prepaid purchase power outstanding as of September 30, 2017 as part of the City's total prepaid balance in the Electric fund, $26,930,415 was impaired and recorded as an Other Asset to be amortized over 7.5 years. 73 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 Selected financial statement information of TMPA is as follows: Operating revenues Operating expenses Operating income Other non-operating sources (uses) Current unrestricted assets Total assets and deferred outflows Long-term debt — Noncurrent Total liabilities Total net position September 30 (Unaudited) 2017 (OOOa) $277,155 121,245 155,910 2,922 52,658 407,095 207,824 362,208 44,887 2016 (OOOa) $ 273,272 112,506 160,766 393 59,520 581,325 299,350 548,931 32,394 Financial statements for TMPA are available from the TMPA website www,;,;�;�;,;�;.;��ra;,�a,a.�;,;,�s;p;;,�,. Encumbrances As discussed in note LD., Budgetary information, encumbrances are utilized to the extent necessary to assure effective budgetary control and accountability and to facilitate effective cash planning and control. At year end the amount of encumbrances expected to be honored upon performance by the vendor in the next year were as follows: General Fund $ 714,286 Capital Projects Fund 56,177,907 Nonmajor Governmental Funds 1,249,777 Total $ 58,141,970 F. Tax Abatements The City enters into economic development incentive agreements with entities to promote development and redevelopment within the City, stimulate commercial activity, generate additional sales tax, and enhance the property t� base and economic vitality of the City. Some agreements provide for an abatement of property t�es, while others provide for a rebate of a portion of sales and use t� or a portion of ad valorem (property) t�, as established per the agreements. The incentives are performance-based, and the City generally expects to receive increased revenue as a result of the agreements. These incentive agreements require approval by a City Council ordinance and are authorized under Chapter 312 (Property Redevelopment and T� Abatement Act) of the Texas T� Code and Chapter 380 of the Texas Local Government Code. Property Tax Abatements Tax abatements under Chapter 312 of the Texas T� Code allow the City to designate t� reinvestment zones and negotiate tax abatement agreements with applicants. In 1990, the City Council adopted aresolution setting guidelines and criteria for granting abatements in the reinvestment zones which specifically notes incentives are limited to companies which create new wealth and do not adversely affect existing businesses operating within the City. The abatement agreements authorize the appraisal districts to reduce the assessed value of the taxpayer's property by a percentage specified in the agreement, and the taxpayer will pay taxes on the lower assessed value during the term of the agreement. For the fiscal year ended September 30, 2017, the City abated property t�es totaling $876,148 under this program, as detailed in the following agreements: 74 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 • Aldi Foods — In 2007, a 100% t� abatement on all new valuation, except land, for a term of up to seven years was granted to Aldi Foods for a 500,000 square foot distribution center. The abatement amount is based on the cost incurred by Aldi to construct a road to the site. The abatement amount for the current fiscal year was $384,478, which was the final abatement on this agreement. Target — In 2010, a 65% t� abatement agreement for a$100 million project was granted to Target Corporation for a period of five years for a 400,000 square foot frozen and refrigerated food distribution center and to help offset costs to improve Airport and Corbin roads. In the event of a failure to meet the conditions of the agreement, an increased assessed value of real property of at least $5 million, the agreement provides for a full refund all abatements previously granted plus interest. The abatement amount for the current fiscal year was $452,331, with one year remaining. Tetra Pak — In 2013, a 65% tax abatement agreement for a term of four years was granted to Tetra Pak Materials LP on new capital investments, including a 32,000 square foot expansion of their facility and relocating their corporate headquarter operations from Chicago to Denton. In the event of a failure to meet the conditions of the agreement, an increased assessed value of real property of at least $5 million, the agreement provides for a full refund all abatements previously granted plus interest. The abatement amount for the current fiscal year was $39,339, with two years remaining. The City has two additional abatement agreements not listed above becoming effective in future fiscal years should the grantees meet the obligations of the agreements. 380 Agreements The City Council has the authority under Chapter 380 of the Texas Local Government Code to grant or loan City funds in order to accomplish specific economic development goals. These incentives are considered on a case-by-case basis. The City has target industry sectors for recruitment that will be given priority consideration: aviation/aerospace, advanced manufacturing, renewable energy, research and development, information technology, supply chain for e�sting primary employers, and significant consumers of municipal utilities. Consideration may also be given for projects causing infill redevelopment or other desirable development objectives and/or any other activity which the City Council determines meets a specific public purpose for economic development. Each agreement is based on the contribution in sales or property t� or both. For the fiscal year ended September 30, 2017, the City rebated sales taxes totaling $2,630,275 and property taxes totaling $155,503, as detailed in the following agreements: Denton Crossing — In 2001, an agreement was approved for the 500,000 square foot, $50 million Denton Crossing retail center. The grantee receives one-third of the City sales t�, or 0.5%, generated by the project for a m�imum of 15 years as reimbursement for public improvement costs related to the project not to exceed $7,250,000 plus accrued interest. The tax rebates initiated in 2005 and will terminate in 2020. The t� rebate amount for the current fiscal year was $547,701. Unicorn Lake — In 2004, an agreement was approved for Unicorn Lake, an urban-style mixed-use development. The grantee receives one-third of the City sales t�, or 0.5%, generated by the project for a maximum of fifteen years as reimbursement for public improvement costs related to the project not to exceed $6,664,901 plus accrued interest. The tax rebates initiated in 2010 and will terminate in 2025. The tax rebate amount for the current fiscal year was $71,158. Rayzor Ranch — In 2007, an agreement was approved for the Rayzor Ranch mixed-use development. The 410-acre project will have over one million square feet of retail and will be built in two phases. The agreement provides a sales t� reimbursement of one half of the City sales tax, or 0.75%, generated by the proj ect for public improvement costs, which include the widening of a state highway bisecting the proj ect. The grantee will receive a m�imum of $20 million over a 15 year term for phase 75 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 one and a maximum of $48 million over a term of 20 years for phase two. An additional 15% of the City sales tax, or 0225%, was added to both phases to offset the hotel and convention center costs until $5 million is reached. As of the current fiscal year, only phase one has initiated tax rebates which was $1,180,743. • Schlumberger — In 2010, an agreement was granted to Grand Mesa for the renovation and equipping of the building for Schlumberger. The agreement was assigned to Schlumberger Technology Corporation in 2012 equal to one half of new property tax revenue generated for their 150,000 square foot regional maintenance facility. Agreement thresholds require maintaining $5 million in real property improvements and business personal property valuation and the creation of 80 jobs with an a�erage wage of $45,000. The term of the agreement is seven years and will terminate in 2018. In the event of a failure to meet the conditions of the agreement, the agreement provides for a full refund of all rebates previously granted plus interest. The tax rebate amount for the current fiscal year was $40,388. • Golden Triangle Mall — In 2011, an agreement was approved for a major renovation of the Golden Triangle Mall. A threshold of a minimum $45 to $65 million was required as an investment into the property to receive a one half share of the sales tax resulting from the renovations, less a monthly mall baseline amount established at $95,898. The total grant payments are estimated between $7.12 and $9.5 million and may not exceed 15.83% of the required investment. The t� rebates initiated in 2016 and will terminate in 2035. The t� rebate amount for the current fiscal year was $132,577. • Mayday Manufacturing — In 2012, an agreement was approved for Mayday Manufacturing/Tailwind Technologies for the relocation of the business and expansion of a manufacturing facility. The agreement provides a 75% t� rebate on the increment of property t� revenue generated above the base valuation for a period of ten years. In the event of a failure to meet the conditions of the agreement, an increased assessed value of real property of at least $3 million, the agreement provides for a 50% refund of all rebates previously granted. The t� rebate amount for the current fiscal year was $26,621. • West Gate Business Park — In 2015, an agreement was approved for West Gate Business Park (WGBP) for industrial development and provided for a 70% rebate of increased City property tax revenue generated for a period of ten years. WGBP includes three multi-tenant buildings totaling 413,000 square feet of new industriaUmanufacturing space in the City. In 2016 the agreement was amended to include a 70% rebate on building 1 improvements and to add a one-time grant payment in the amount of $50,000. A separate t� abatement agreement for building 2 and 3 was also approved so WGBP could be eligible to apply for a tax abatement from Denton County. The terms of the agreement include a 60% abatement of City property taxes attributable to new capital investments resulting in an increased assessed value of real property improvements. The amount of the abatement may be increased by an additional 5% for a national headquarters and/or 10% for a supplier in support of maj or employers in Denton. The one-time grant payment of $50,000 occurred in the current fiscal year along with the t� rebate amount of $38,494. • WinCo Foods — In 2015, an agreement was approved for WinCo Foods for a$135 million, 800,000 square foot distribution facility expected to create 165 jobs with an annual payroll of around $72 million. In the event of a failure to meet the conditions of the agreement, the agreement provides for a 20-50% refund of all rebates previously granted, depending on the timing of a failure. The agreement provides for the following: �6 CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 ■ A reimbursement of up to $1,000,000 in infrastructure financing for water improvements and up to $865,000 for sewer improvements. This payment was made during the current fiscal year from the Water and Wastewater funds. ■ A grant equal to 100% of local Sales and Use T� receipts collected by the City on construction materials and furniture, fixtures, and equipment purchases for the development of the property. The t� rebate amount for the current fiscal year was $361,030. ■ A grant equal to 100% of the incremental property tax generated by the property and paid into the Tax Increment Fund by both the City and the County, paid annually until the full reimbursement of the proj ect costs for public improvements is reached. These payments have not initiated as of the current fiscal year. ■ A grant equal to 60% of City property t�es attributable to improvements resulting in an increase of assessed value of real property improvements and tangible personal property, paid annually until full reimbursement of the proj ect costs for public improvements is reached. Once this full reimbursement is reached, the 60% property tax rebate will continue for aperiod of four years as long as the increase in investment in improvements is $50 million excluding purchase price of the property. These payments have not initiated as of the current fiscal year. O'Reilly Hotel Partners Denton — In 2015, an agreement was approved for O'Reilly Hotel Partners Denton for a convention center with a hotel and restaurant located in the Rayzor Ranch Town Center. The agreement includes a 100% rebate of the property tax (excluding land), hotel occupancy tax, and sales t� generated by the project. The term is for a m�imum of 25 years or a combined principal ($28 million) and interest ($26 million) amount of $54 million is reached, whichever comes first. The agreement also includes 100% rebate of the construction sales tax up to $850,000, then 50% thereafter. In the event of a failure to meet the conditions of the agreement, the agreement provides for a 100% refund of all rebates granted in the previous year. The t� rebate amount for the current fiscal year was accrued and is scheduled for payment in the following fiscal year in the amount of $377,066. The City has two additional Chapter 380 agreements not listed above becoming effective in future fiscal years should the grantees meet the obligations of the agreements. G. Litigation Various claims and lawsuits are pending against the City. In accordance with GAAP, those judgments considered "probable" are accrued, while those claims and judgments considered "reasonably possible" are disclosed but not accrued. In the opinion of City management and legal counsel, the m�imum amount of all significant claims considered reasonably possible, excluding condemnation proceedings and the item described following, is approximately $500,000 as of September 30, 2017. Potential losses after insurance coverage on all probable claims and lawsuits will not ha�e a material effect on the City's financial position as of September 30, 2017. H. Subsequent events The City has evaluated all events or transactions that occurred after September 30, 2017 up through March 2, 2018, the date the financial statements were issued. There were no significant subsequent events to disclose. L New Accounting Pronouncements The Governmental Accounting Standards Board (GASB) issued the following statements which became effective for the fiscal year 2017. Statement No. 77 "Tax Abatement Disclosures" — This Statement requires governments entering into t� abatement agreements to provide certain disclosures regarding these commitments such as �� CITY OF DENTON, TEXAS NOTES TO BASIC FINANCIAL STATEMENTS (continued) SEPTEMBER 30, 2017 descriptions of the agreements, the amounts abated, and any additional commitments by the governments in addition to tax abatements. The Statement had no financial impact. See note V.F. for disclosure requirements. The following statements for the GASB are effective for future fiscal years ending as listed below. The City is in the process of reviewing and evaluating these statements and their potential impact on the City's financial statements. Statement No. 75 "Accounting and Financial Reporting for Poste�nploy�nent Benefits Other Than Pensions" (OPEB) — This Statement replaces the requirements of Statements No. 45 and No. 57 related to OPEB. The primary objective of this Statement is to improve accounting and financial reporting by state and local governments for postemployment benefits other than pensions, OPEB. It also improves information provided by state and local governmental employers about financial support for OPEB that is provided by other entities. This Statement results from a comprehensive review of the effectiveness of e�sting standards of accounting and financial reporting for all postemployment benefits (pensions and OPEB) with regard to providing decision-useful information. This statement changes the focus of OPEB accounting from whether the employer is responsibly funding the OPEB benefits to reporting a liability in the financial statements for any unfunded portion of benefits earned to-date, and it will become effective for the City in fiscal year 2018. Statement No. 80 `Blending Requirements for Certain Component Units — an amendment of GASB Statement No. 14" — This Statement amends the blending requirements established in Statement No. 14, adding additional criterion required for blending of a component unit incorporated as a not-for-profit corporation in which the primary government is the sole corporate member. This Statement will become effective for the City in fiscal year 2018. Statement No. 81 "Irrevocable Split-Interest Agreements" — This Statement establishes accounting and financial reporting standards for irrevocable split-interest agreements created through trusts in which a donor irrevocably transfers resources to an intermediary, who administers these resources for the unconditional benefit of a government and at least one other beneficiary. This Statement will become effective for the City in fiscal year 2018. Statement No. 82 "Pension Issues — an amendment of GASB Statements No. 67, No. 68, and No. 73" — This Statement establishes and clarifies accounting and financial reporting requirements for pensions provided to the employees of state or local governmental employers, specifically (1) the presentation of payroll-related measures in required supplementary information, (2) the selection of assumptions and the treatment of deviations from the guidance in an Actuarial Standard of Practice for financial reporting purposes, and (3) the classification of payments made by employers to satisfy employee contribution requirements. This Statement will become effective for the City in fiscal year 2018. �s CITY OF DENTON, TEXAS REQUIRED SUPPLEMENTARY INFORMATION TEXAS MUNICIPAL RETIREMENT SYSTEM SCHEDULE OF CHANGES IN NET PENSION LIABILITY AND RELATED RATIOS LAST THREE FISCAL YEARS (PREVIOUS YEARS ARE NOT AVAILABLE)i Total pension liability: Service Cost Interest (on the total pension liability) Difference between expected and actual experience Change of assumptions Benefit payments, including refunds of employee contributions Net change in total pension liability Total pension liability - beginning Total pension liability - ending (a) Plan fiduciary net position: Contributions - employer Contributions - employee Net investment income Benefit payments, including refunds of employee contributions Administrative expense Other Net change in plan fiduciary net position Plan fiduciary net position - beginning Plan fiduciary net position - ending (b) Net pension liability - ending (a) - (b) Plan fiduciary net position as a percentage of total pension liability Covered employee payroll Net pension liability as a percentage of covered employee payroll Exhibit XII Measurement Measurement Measurement Year Year Year 2014 2015 2016 � 10,667,694 � 12,615,957 � 13,925,238 25,182,941 26,905,700 27,656,654 (171,241) (1,525,911) 763,589 - (428,789) - (11,387,617) (12,697,735) (13,023,330) 24,291,777 24,869,222 29,322,151 360,116,261 384,408,038 409,277,260 � 384,408,038 � 409,277,260 � 438,599,411 � 13,065,763 � 13,615,410 � 14,046,860 4,991,415 5,365,231 5,712,464 16,867,596 469,530 21,947,635 (11,387,617) (12,697,735) (13,023,330) (176,083) (285,957) (247,766) (14,477) (14,123) (13,349) 23,346,597 6,452,356 28,422,514 294,819,596 318,166,193 324,618,549 � 318,166,193 � 324,618,549 � 353,041,063 � 66,241,845 � 84,658,711 � 85,558,348 82.77% 79.32% 80.49% � 71,025,494 � 76,646,157 � 81,481,789 93.26% 110.45% 105.00% iSchedule is intended to present information for ten years. Additional years of information will be presented as they become available. 79 CITY OF DENTON, TEXAS REQUIRED SUPPLEMENTARY INFORMATION DENTON FIREMEN'S RELIEF AND RETIREMENT FUND SCHEDULE OF CHANGES IN NET PENSION LIABILITY AND RELATED RATIOS LAST THREE FISCAL YEARS (PREVIOUS YEARS ARE NOT AVAILABLE)i Total pension liability: Service Cost Interest (on the total pension liability) Difference between expected and actual experience Change of assumptions Benefit payments, including refunds of employee contributions Net change in total pension liability Total pension liability - beginning Total pension liability - ending (a) Plan fiduciary net position: Contributions - employer Contributions - employee Net investment income Benefit payments, including refunds of employee contributions Administrative expense Net change in plan fiduciary net position Plan fiduciary net position - beginning Plan fiduciary net position - ending (b) Net pension liability - ending (a) - (b) Plan fiduciary net position as a percentage of total pension liability Covered employee payroll Net pension liability as a percentage of covered employee payroll Exhibit XIII Measurement Measurement Measurement Year Year Year 2014 2015 2016 � 2,747,253 � 2,836,263 � 3,089,911 5,685,396 5,998,959 6,135,588 - (2,063,421) - - 2,331,908 - (4,036,009) (4,048,358) (4,270,006) 4,396,640 5,055,351 4,955,493 80,490,694 84,887,334 89,942,685 � 84,887,334 � 89,942,685 � 94,898,178 � 2,566,875 � 2,567,219 � 2,759,844 1,745,419 1,803,064 1,997,155 4,411,066 (3,287,188) 6,935,215 (4,036,009) (4,048,358) (4,270,006) (81,005) (76,538) (94,175) 4,606,346 (3,041,801) 7,328,033 66,412,172 71,018,518 67,976,717 � 71,018,518 � 67,976,717 � 75,304,750 � 13,868,816 � 21,965,968 � 19,593,428 83.66% 75.58% 79.35% � 14,238,486 � 14,310,032 � 15,850,437 97.40% 153.50% 123.61% iSchedule is intended to present information for ten years. Additional years of information will be presented as they become available. 80 CITY OF DENTON, TEXAS REQUIRED SUPPLEMENTARY INFORMATION TEXAS MUNICIPAL RETIREMENT SYSTEM SCHEDULE OF CONTRIBUTIONS LAST TEN FISCAL YEARS (Unaudited) (a) Actuarially Fiscal Determined Year Contributions 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 $ 7,082,769 9,709,279 11,194,086 11,580,085 11,475,702 12,174,640 12,912,746 13,507,272 14,435,638 14,648,606 (b) Contributions in Relation to the Actuarially Determined Contributions � 7,082,769 7,952,938 8,849,577 9,579,358 10,435,001 12,171,482 12,911,461 13,507,272 14,435,638 14,648,606 Exhibit XIV (c) (d) Contributions as a Percentage Contribution of Covered Excess Covered Employee (Deficiency) Employee Payroll (b) - (a) Payroll (b)/(d) � - � 53,908,360 13.14% (1,756,341) 57,250,108 13.89% (2,344,509) 59,457,345 14.88% (2,000,727) 58,139,688 16.48% (1,040,701) 60,340,212 17.29% (3,158) 64,940,234 18.74% (1,285) 69,872,024 18.48% - 75,379,632 17.92% - 83,127,601 17.37% - 84,753,377 17.28% Notes to Schedule: Actuarial determined contribution rates are calculated as of December 31st and become effective in January, 13 months later. Contributions above do not include contributions into the supplemental death benefit fund. Methods and assumptions used to determine contribution rate for 2017: Actuarial Cost Method Entry Age Normal Amortization Method Level Percentage of Payroll, Closed Remaining Amortization Period 29 Years (Equivalent Single Amortization Period of 18.1 years) Asset Valuation Method 10 Year Smoothed Market; 15% Soft Corridor Inflation 2.50% Salary Increases 3.50% to 10.50% including inflation Investment Rate of Return 6.75% Retirement Age Experience-based table of rates that are specific to the City's plan of benefits. Last updated for the 2015 valuation pursuant to an experience study of the period 2010 - 2014. Mortality RP2000 Combined Mortality Table with Blue Collar Adjustment with male rates multiplied by 109% and female rates multiplied by 103% and projected on a fully generational basis with scale BB. 81 CITY OF DENTON, TEXAS REQUIRED SUPPLEMENTARY INFORMATION FIREMEN'S RELIEF AND RETIREMENT FUND SCHEDULE OF CONTRIBUTIONS LAST TEN FISCAL YEARS (Unaudited) (a) Annual Fiscal Required Year Contributions 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 $ 1,426,906 1,747,908 1,976,419 2,141,662 2,253,667 2,579,453 2,576,652 2,535,719 2,819,046 2,814,029 $ (b) Contributions in Relation to the Annual Required Contributions 1,426,906 1,747,908 1,976,419 2,141,662 2,253,667 2,579,453 2,576,652 2,535,719 2,819,046 2,814,029 Exhibit XV (c) (d) Contributions as a Percentage Contribution of Covered Excess Covered Employee (Deficiency) Employee Payroll (b) - (a) Payroll (b)/(d) � - � 11,890,880 12.00% - 12,485,061 14.00% - 13,070,041 15.12% - 12,828,446 16.69% - 12,899,800 17.47% - 13,629,825 18.93% - 13,828,070 18.63% - 14,029,051 18.07% - 15,540,826 18.14% - 16,113,770 17.46% Notes to Schedule: Annual required contributions are not actuarially determined. According to a City ordinance, since January 2010 the City contributes to the Firemen's Relief and Retirement Fund at the same percentage of payroll that the City contributes to the Texas Municipal Retirement System for other employees. The rates are calculated as of December 31st and become effective in January, 13 months later. While the contribution requirements are not actuarially determined, state law requires an actuary certify the assumed City contribution rate is adequate. Methods and assumptions used to contribution adequacy for 2017: Actuarial Cost Method Entry Age Amortization Method Level Percentage of Payroll, Open Remaining Amortization Period 31 Years Asset Valuation Method 5-year smoothing Inflation 2.50% Salary Increases 3.00% annual general compensation increase plus promotion, step, and longevity increases which average 1.98% per year over a 30-year career Investment Rate of Return 6.75%, net of pension plan investment expense, including inflation Retirement Age Average expected age at retirement of 57 Mortality RP-2000 Combined Healthy Mortality Tables projected to 2024 by scale AA 82 CITY OF DENTON, TEXAS REQUIRED SUPPLEMENTARY INFORMATION SCHEDULE OF OTHER POST EMPLOYMENT BENEFITS FUNDING PROGRESS AND CONTRIBUTIONS LAST THREE VALUATION YEARS (Unaudited) Actuarial Fiscal Valuation Year Date 2012 10/1/2011 2014 10/1/2013 2016 10/1/2015 Unfunded Actuarial Actuarial Actuarial Accrued Value of Accrued Liability Assets Liability (AAL) (UAAL) - � 12,565,747 � (12,565,747) - 13,715,238 (13,715,238) - 25,361,327 (25,361,327) UAAL as Percent of Annual Fiscal Covered Covered Required Year Payroll Payroll Contributions 2012 � 71,315,386 17.6% � 1,582,219 2014 79,692,115 17.2 1,821,243 2016 100,867,147 25.7 3,438,549 83 Actual Contributions � 1,481,210 909,288 630,522 Exhibit XVI Funded Percent 0% 0 0 Percent Contributed 94% 50 18 ,, ., ,;,, , , i, �„�� J �;; ;., ; < '�, �� , ,,, �, , ,, � w,i �„` 84 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL DEBT SERVICE FUND FOR THE YEAR ENDED SEPTEMBER 30, 2017 REVENUES: Taxes Invesfinenf revenue Tofal revenues EXPENDITURES: Debf service: Principal, inferesf and fiscal charges Advance refunding escrow Bond issuance cosfs Tofal expendifures Excess (deficiency) of revenues over (under) expendifures Exhibif XVII Variance wifh Adjusfinenfs - Acfual on a Final Budgef - Budgefed Amounfs Acfual Budgefary Budgefary Posifive Original Final Amounfs Basis Basis (Negafive) $ 19,748,519 $ 19,748,519 $ 20,132,397 $ - $ 20,132,397 $ 383,878 50,000 50,000 189,707 - 189,707 139,707 19,798,519 19,798,519 20,322,104 - 20,322,104 523,585 75,559,790 75,559,790 20,062,887 55,258,404 75,321,291 238,499 - - 103,950 (103,950) - - - - 46,826 (46,826) - - 75,559,790 75,559,790 20,213,663 55,107,628 75,321,291 238,499 (55,761,271) (55,761,271) 108,441 (55,107,628) (54,999,187) 762,084 OTHER FINANCING SOURCES (USES): Refunding bonds issued - - 10,850,000 (10,850,000) - - Paymenf to refunded bond escrow agenf - - (11,358,665) 11,358,665 - - Premium on debf issuance - - 557,965 (557,965) - - Transfers in 55,761,271 55,761,271 358,371 55,258,404 55,616,775 (144,496) Tofal ofher financing sources (uses) 55,761,271 55,761,271 407,671 55,209,104 55,616,775 (144,496) Nef change in fund balance - - 516,112 101,476 617,588 617,588 Fund balance af beginning of year 4,893,032 4,893,032 4,893,032 - 4,893,032 - Fund balance af end of year $ 4,893,032 $ 4,893,032 $ 5,409,144 $ 101,476 $ 5,510,620 $ 617,588 Adjusfinenfs - Budgefary Basis are pass-fhrough debf service paymenfs budgefed as fransfers in from enferprise and infernal service funds. Ofher Financing Sources (Uses) relafed to refunding are adjusfed ouf as fhey are non-budgefed ifems reducing fufure debf service paymenfs. 85 ,, ., ,;,, , , i, �„�� J �;; ;., ; < '�, �� , ,,, �, , ,, � w,i �„` s6 NONMAJOR GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS Special revenue funds are used to account for specific revenues that are legally restricted to expenditures for particular purposes. Community Development Biock Grant (CDBG) — to account for the operations of projects utilizing Community Development Block Grant Funds. Such revenues are restricted to expenditures for specified projects by the Department of Housing and Urban Development. Recreation — to account for the revenues and expenditures for the recreation programs that are self-supporting. All expenditures will be reimbursed 100%. Various business operations, such as concessions, fall into this account. Criminai Justice — to account for revenue received from the State of Texas Criminal Justice Division and other grants administered by the police department. Police Confiscation — to account for revenues received from confiscated goods. Expenditures are restricted to enhancing law enforcement. Tourist and Convention — to account for taxes received from hotel and motel occupancy for the purpose of promoting tourism. Street Improvement — to account for street maintenance and improvement activities. Gas Weli Revenues — to account for the receipt of royalty, pooling, tax, and lease revenue related to park gas wells. Citizens' Park Trusts — to account for several small trust funds that are for park development. Ali Other — to account for miscellaneous special revenue sources that are required to finance specific activities. s� CITY OF DENTON, TEXAS COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS AS OF SEPTEMBER 30, 2017 ASSETS Cash, cash equivalents and investments, at fair value Receivables (net of allowances): Taxes Accrued interest Other Due from other governments Total assets LIABILITIES AND FUND BALANCES LIABILITIES: Accounts payable Interfund payables Retainage payable Unearned revenues Total liabilities DEFERRED INFLOWS OF RESOURCES: Unavailable revenue - intergovernmental Total deferred inflows of revenues FUND BALANCES (DEFICIT): Restricted for: Parks and recreation Other grants and purposes Committed to: Streets Parks and recreation Other purposes Assigned to: Other purposes Unassigned Total fund balance (deficit) Total liabilities, deferred inflows of resources, and fund balances (deficit) Exhibit XVIII Special Revenue Funds Community Tourist Development Criminal Police and Block Grant Recreation Justice Confiscation Convention � - � 475,619 � - � 537,612 � 2,031,403 - - - - 214,671 - 2,092 - 2,369 8,953 - 4,769 - - - 390,405 - 19,398 - - � 390,405 � 482,480 � 19,398 � 539,981 � 2,255,027 12,058 34,925 - 67,062 372,324 - 19,398 - 384,382 34,925 19,398 67,062 - 7,745 19,398 - - 7,745 19,398 - - 6,023 - - 439,810 - 472,919 - - (19,398) - 6,023 439,810 (19,398) 472,919 2,255,027 2,255,027 � 390,405 � 482,480 � 19,398 � 539,981 � 2,255,027 (continued on the following page) 88 CITY OF DENTON, TEXAS COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS (concluded) AS OF SEPTEMBER 30, 2017 ASSETS Cash, cash equivalents and investments, at fair value Receivables (net of allowances): Taxes Accrued interest Other Due from other governments Total assets LIABILITIES AND FUND BALANCES LIABILITIES: Accounts payable Interfund payables Retainage payable Unearned revenues Total liabilities DEFERRED INFLOWS OF RESOURCES: Unavailable revenue - intergovernmental Total deferred inflows of revenues FUND BALANCES (DEFICIT): Restricted for: Parks and recreation Other grants and purposes Committed to: Streets Parks and recreation Other purposes Assigned to: Other purposes Unassigned Total fund balance (deficit) Total liabilities, deferred inflows of resources, and fund balances (deficit) Exhibit XVIII Special Revenue Funds Total Citizens' Nonmajor Street Gas Well Park All Governmental Improvement Revenues Trusts Other Funds � 1,609,008 � 88,261 � 5,622,565 � 5,774,550 � 16,139,018 - - - - 214,671 7,091 389 24,780 25,449 71,123 - 15,736 - 259,198 279,703 - - - 3,087,562 3,497,365 � 1,616,099 � 104,386 � 5,647,345 � 9,146,759 � 20,201,880 427,446 29,986 457,432 - 69,085 788,805 1,399,381 - - - 391,722 - 3,385 - 33,371 - - 22,880 22,880 72,470 811,685 1,847,354 - 104,371 1,158,667 - - 15 1,158,667 104,386 - 2,918,005 2,945,148 - 2,918,005 2,945,148 5,574,875 80,829 5,760,075 - 1,370,067 4,104,036 - - 1,158,667 - - 439,825 - 6,889,093 6,889,093 - 59 59 - (2,922,979) (2,942,377) 5,574,875 5,417,069 15,409,378 � 1,616,099 � 104,386 � 5,647,345 � 9,146,759 � 20,201,880 (concluded) 89 CITY OF DENTON, TEXAS COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENTAL FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2017 REVENUES: Tax revenue Franchise fees Fines and forfeitures Fees for services Investment revenue Intergovernmental Miscellaneous Total revenues EXPENDITURES: General government Public safety Public works Parks and recreation Capital outlay Debt service: Principal retirement Interest and other charges Total expenditures Exhibit XIX Special Revenue Funds Community Tourist Development Criminal Police and Block Grant Recreation Justice Confiscation Convention � - � - � - � - � 2,374,221 - - - 96,739 - - 1,941,893 - - - - 5,602 - 5,464 18,625 1,196,691 - 23,048 - - 154,561 3,353 - 5,450 551 1,351,252 1,950,848 23,048 107,653 2,393,397 1,037,703 - - - - 19,398 - 1,860,988 - - 23,185 - 1,03 7, 703 1,884,173 19,398 - 2,194,207 68,947 - 56,405 52,361 125,352 2,246,568 Excess (deficiency) of revenues over (under) expenditures 313,549 66,675 3,650 (17,699) 146,829 OTHER FINANCING SOURCES (USES): Transfers in Transfers out Total other financing sources (uses) Net change in fund balances (88,236) (125,000) (88,236) (125,000) 225,313 (58,325) - 5,380 150,000 - 5,380 150,000 3,650 (12,319) 296,829 Fund balance (deficit) at beginning of year (219,290) 498,135 (23,048) 485,238 1,958,198 Fund balance (deficit) at end of year � 6,023 � 439,810 � (19,398) � 472,919 � 2,255,027 (continued on the following page) 90 CITY OF DENTON, TEXAS COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENTAL FUNDS (concluded) FOR THE YEAR ENDED SEPTEMBER 30, 2017 REVENUES: Tax revenue Franchise fees Fines and forfeitures Fees for services Investment revenue Intergovernmental Miscellaneous Total revenues EXPENDITURES: General government Public safety Public works Parks and recreation Capital outlay Debt service: Principal retirement Interest and other charges Total expenditures Exhibit XIX Special Revenue Funds Total Citizens' Nonmajor Street Gas Well Park All Governmental Improvement Revenues Trusts Other Funds � - � - � - � 617,244 � 2,991,465 11,097,871 - - - 11,097,871 - - - 2,296,175 2,392,914 240,099 97,726 468,386 229,288 2,977,392 14,294 1,072 46,275 35,610 126,942 200,794 - - 1,054,078 2,474,611 58,926 - - 1,178,132 1,400,973 11,611,984 98,798 514,661 5,410,527 23,462,168 12,467,894 - 66,329 - 56,317 - 2,180 - 12,592,720 - 20,113 381,776 510,452 3,742,362 3,033,482 3,121,827 - 12,467,894 297,370 2,178,471 277,071 857,127 - - 56,317 - - 2,180 401,889 4,118,375 22,426,178 Excess (deficiency) of revenues over (under) expenditures (980,736) 98,798 112,772 1,292,152 1,035,990 OTHER FINANCING SOURCES (USES): Transfers in 964,276 - - 199,369 1,319,025 Transfers out (623,497) (100,000) - (2,552,966) (3,489,699) Total other financing sources (uses) 340,779 (100,000) - (2,353,597) (2,170,674) Net change in fund balances (639,957) (1,202) 112,772 (1,061,445) (1,134,684) Fund balance (deficit) at beginning of year 1,798,624 105,588 5,462,103 6,478,514 16,544,062 Fund balance (deficit) at end of year � 1,158,667 � 104,386 � 5,574,875 � 5,417,069 � 15,409,378 (concluded) 91 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: RECREATION FUND FOR THE YEAR ENDED SEPTEMBER 30, 2017 REVENUES: Fees for services Investment revenue Miscellaneous Total revenues EXPENDITURES: Parks and recreation Capital outlay Total expenditures Excess (deficiency) of revenues over (under) expenditures OTHER FINANCING USES: Transfers out Total other financing uses Net change in fund balance Adjustments - Budgeted Amounts Actual Budgetary Original Final Amounts Basis � 2,134,743 � 2,134,743 � 1,941,893 � - 17,000 17,000 5,602 - - - 3,353 - 2,151,743 2,151,743 1,950,848 - Exhibit XX Variance with Actual on a Final Budget - Budgetary Positive Basis (Negative) � 1,941,893 � (192,850) 5,602 (11,398) 3,353 3,353 1,950,848 (200,895) 1,978,716 1,978,716 1,860,988 (163,507) 1,697,481 281,235 - - 23,185 - 23,185 (23,185) 1,978,716 1,978,716 1,884,173 (163,507) 1,720,666 258,050 173,027 173,027 66,675 163,507 230,182 57,155 (265,209) (265,209) (125,000) (163,507) (288,507) (23,298) (265,209) (265,209) (125,000) (163,507) (288,507) (23,298) (92,182) (92,182) (58,325) - (58,325) 33,857 Fund balance at beginning of year 498,135 498,135 498,135 - 498,135 - Fund balance at end of year � 405,953 � 405,953 � 439,810 � - � 439,810 � 33,857 Adjustments - Budgetary Basis are expenditures allocated from and reimbursed to other funds. These expenditures are recorded as operating expenditures but budgeted as cost of service transfers. 92 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: POLICE CONFISCATION FUND FOR THE YEAR ENDED SEPTEMBER 30, 2017 REVENUES: Fines and forfeitures Investment revenue Miscellaneous Total revenues EXPENDITURES: Public safety Capital outlay Total expenditures OTHER FINANCING SOURCES: Transfers in Total other financing sources Net change in fund balance Fund balance at beginning of year Fund balance at end of year Exhibit XXI Variance with Adjustments - Actual on a Final Budget - Budgeted Amounts Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) � 205,000 � 205,000 � 96,739 � - - 5,464 50,000 50,000 5,450 255,000 255,000 107,653 255,000 255,000 68,947 187,000 187,000 56,405 442,000 442,000 125,352 - - 5,380 - - 5,380 (187,000) (187,000) (12,319) - � 96,739 � (108,261) - 5,464 5,464 - 5,450 (44,550) 107,653 (147,347) - 68,947 186,053 - 56,405 130,595 125,352 316,648 - 5,380 5,380 5,380 5,380 - (12,319) 174,681 485,238 485,238 485,238 - 485,238 - � 298,238 � 298,238 � 472,919 � - � 472,919 � 174,681 93 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: TOURIST AND CONVENTION FUND FOR THE YEAR ENDED SEPTEMBER 30, 2017 REVENUES: Taxes Investment revenue Miscellaneous Total revenues EXPENDITURES: General government Capital outlay Total expenditures Excess (deficit) of revenues over (under) expenditures OTHER FINANCING SOURCES: Transfers in Total other financing sources Net change in fund balance Fund balance at beginning of year Fund balance at end of year Exhibit XXII Variance with Adjustments - Actual on a Final Budget - Budgeted Amounts Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) � 2,145,064 � 2,145,064 � 2,374,221 � - � 2,374,221 � 229,157 - - 18,625 - 18,625 18,625 - - 551 - 551 551 2,145,064 2,145,064 2,393,397 - 2,393,397 248,333 2,167,494 2,271,853 2,194,207 - 52,361 52,361 2,167,494 2,324,214 2,246,568 (22,430) (179,150) 146,829 - - 150,000 - - 150,000 (22,430) (179,150) 296,829 - 2,194,207 77,646 - 52,361 - 2,246,568 77,646 - 146,829 325,979 - 150,000 150,000 150,000 150,000 - 296,829 475,979 1,958,198 1,958,198 1,958,198 - 1,958,198 - � 1,935,768 � 1,779,048 � 2,255,027 � - � 2,255,027 � 475,979 94 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: STREET IMPROVEMENT FUND FOR THE YEAR ENDED SEPTEMBER 30, 2017 REVENUES: Franchise fees Fees for services Investment revenue Intergovernmental Miscellaneous Total revenues EXPENDITURES: Public Works Capital outlay Debt service: Principal retirement Interest and other charges Total expenditures Excess (deficit) of revenues over (under) expenditures Budgeted Amounts Actual Original Final Amounts � 11,608,420 � 11,608,420 � 11,097,871 350,000 350,000 240,099 10,000 10,000 14,294 - - 200,794 - - 58,926 11,968,420 11,968,420 11,611,984 12,678,089 12,297,295 12,467,894 - - 66,329 Exhibit XXIII Variance with Adjustments - Actual on a Final Budget - Budgetary Budgetary Positive Basis Basis (Negative) � - � 11,097,871 � (510,549) - 240,099 (109,901) - 14,294 4,294 - 200,794 200,794 - 58,926 58,926 - 11,611,984 (356,436) (103,679) 12,364,215 (66,920) - 66,329 (66,329) 59,165 59,165 56,317 - 56,317 2,848 - - 2,180 - 2,180 (2,180) 12,737,254 12,356,460 12,592,720 (103,679) 12,489,041 (132,581) (768,834) (388,040) (980,736) 103,679 (877,057) (489,017) OTHER FINANCING SOURCES (USES): Transfers in 997,363 997,363 964,276 - 964,276 (33,087) Transfers out (583,529) (964,323) (623,497) (103,679) (727,176) 237,147 Total other financing sources (uses) 413,834 33,040 340,779 (103,679) 237,100 204,060 Net change in fund balance (355,000) (355,000) (639,957) - (639,957) (284,957) Fund balance at beginning of year 1,798,624 1,798,624 1,798,624 - 1,798,624 - Fund balance at end of year � 1,443,624 � 1,443,624 � 1,158,667 � - � 1,158,667 � (284,957) Adjustments - Budgetary Basis are expenditures allocated from and reimbursed to other funds. These expenditures are recorded as operating expenditures but budgeted as cost of service transfers. 95 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: GAS WELL REVENUES FUND FOR THE YEAR ENDED SEPTEMBER 30, 2017 REVENUES: Fees for service Investment revenue Total revenues OTHER FINANCING USES: Transfers out Total other financing uses Net change in fund balance Fund balance at beginning of year Fund balance at end of year Exhibit XXIV Variance with Adjustments - Actual on a Final Budget - Budgeted Amounts Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) � 64,000 � 64,000 � 97,726 � 100 100 1,072 64,100 64,100 98,798 (100,000) (100,000) (100,000) (100,000) (100,000) (100,000) (35,900) (35,900) (1,202) - � 97,726 � 33,726 - 1,072 972 98,798 34,698 - (100,000) (100,000) - (1,202) � � 34,698 105,588 105,588 105,588 - 105,588 - � 69,688 � 69,688 � 104,386 � - � 104,386 � 34,698 96 CITY OF DENTON, TEXAS SCHEDULE OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES - BUDGET TO ACTUAL SPECIAL REVENUE FUNDS: CITIZENS' PARK TRUSTS FOR THE YEAR ENDED SEPTEMBER 30, 2017 REVENUES: Fees for service Investmentrevenue Total revenues EXPENDITURES: Parks and recreation Capital outlay Total expenditures Excess of revenues over expenditures Net change in fund balance Fund balance at beginning of year Fund balance at end of year Exhibit XXV Variance with Adjustments - Actual on a Final Budget - Budgeted Amounts Actual Budgetary Budgetary Positive Original Final Amounts Basis Basis (Negative) $ 300,000 $ 300,000 $ 468,386 $ - $ 468,386 $ 168,386 30,000 30,000 46,275 - 46,275 16,275 330,000 330,000 514,661 - 514,661 184,661 - - 20,113 1,300,000 1,300,000 381,776 1,300,000 1,300,000 401,889 �9�0,000� �9�0,000� u2,��2 �9�0,000� �9�0,000� u2,��2 - 20,113 (20,113) - 381,776 918,224 401,889 898,111 - ii2,��2 i,os2,��2 - ii2,��2 i,os2,��2 5,462,103 5,462,103 5,462,103 - 5,462,103 - $ 4,492,103 $ 4,492,103 $ 5,574,875 $ - $ 5,574,875 $ 1,082,772 97 ,, ., ,;,, , , i, �„�� J �;; ;., ; < '�, �� , ,,, �, , ,, � w,i �„` 9s INTERNAL SERVICE FUNDS Internal Service Funds account for the financing of goods or services provided by one department for another. The City has six Internal Service Funds as follows: Materiais Management Fund — to account for the financing of goods and services provided by the Materials Management operations of purchasing and warehouse to other City departments. Purchasing is responsible for procuring goods and services for City departments, and the warehouse maintains an inventory of materials and supplies used by City departments. Warehouse items are billed to other departments at cost of parts plus 8 percent. Actual costs include depreciation on machinery and equipment used to provide the service. Fieet Services Fund — to account for the financing of goods and services provided by the Municipal Garage and Machine Shop to other City departments. Municipal Garage and Machine Shop billings include cost of parts plus 25 percent and labor charges. Actual costs include depreciation on the building, improvements, machinery, and equipment used to provide the service. Heaith Insurance Fund — to account for the accumulation of resources for the self-insurance activities of the City for employee medical insurance as well as other employee insurance benefits including long-term disability, short-term disability, dental insurance, and vision insurance. Risk Retention Fund — to account for the accumulation of resources for the payment of activities associated with providing general liability insurance coverage and self-funded activities for City operations. Technology Services Fund — to account for the accumulation of resources to provide computer services such as programming, support, training, maintenance, and office services to City departments. Engineering Services Fund — to account for providing engineering, real estate, public works inspection, and development review services primarily to internal City departments although some services are provided to external entities. 99 CITY OF DENTON, TEXAS COMBINING STATEMENT OF NET POSITION INTERNAL SERVICE FUNDS AS OF SEPTEMBER 30, 2017 ASSETS: Current assets: Cash, cash equivalents and investments, at fair value Receivables, net of allowances: Accrued interest Other Merchandise inventory Prepaid items Total current assets Noncurrent assets: Restricted assets: Cash, cash equivalents and investments, at fair value Accrued interest Escrow deposit Capital assets, net of accumulated depreciation Total noncurrent assets Total assets DEFERRED OUTFLOWS OF RESOURCES: Deferred charges on refunding Deferred pension balances Deferred pension contributions Total deferred outflows of resources LIABILITIES: Current liabilities: Accounts payable Claims payable Compensated absences payable Leases payable Accrued interest Interfund payables Certificate and general obligation bonds Total current liabilities Noncurrent liabilities: Payable from restricted assets: General obligation bonds payable Certificates of obligation Compensated absences payable Claims payable Net pension liability Other post employment benefits Total noncurrent liabilities: Total liabilities DEFERRED INFLOWS OF RESOURCES: Deferred pension balances Total deferred inflows of resources NET POSITION: Net investment in capital assets Unrestricted Total net position Materials Management Fund � 13,843 Fleet Services Fund � 1,477,292 Health Insurance Fund � 6,453,239 Exhibit XXVI Risk Retention Fund � 3,789,620 - 6,511 28,441 16,702 - 91,555 - 212,090 7,430,766 112,418 - - 10,934 - - - 7,455,543 1,687,776 6,481,680 4,018,412 - 199,676 - - - 880 - - - - 189,000 - 756,578 4,323,819 - - 756,578 4,524,375 189,000 - 8,212,121 6,212,151 6,670,680 4,018,412 20,030 11,574 - - 170,979 214,625 - 109,220 128,458 148,020 - 84,644 319,467 374,219 - 193,864 763,835 56,709 1,316 5,100,000 42,402 5,964,262 230,530 1,438 966,275 119,753 1,317,996 7,282,258 14,299 14,299 503,676 731,355 � 1,235,031 100 625,160 88,470 4,081 247,078 964,789 267,426 159,243 29,204 1,194,998 169,424 1,820,295 2,785,084 17,963 17,963 1,827,339 1,827,339 1,827,339 96,739 409,800 42,506 549,045 18,237 2,096,874 618,712 56,995 2,790,818 3,339,863 9,118 9,118 3,862,202 - - (78,879) 4,843,341 863,295 � 3,783,323 � 4,843,341 � 863,295 (continued on the following page) CITY OF DENTON, TEXAS COMBINING STATEMENT OF NET POSITION (concluded) INTERNAL SERVICE FUNDS AS OF SEPTEMBER 30, 2017 ASSETS: Current assets: Cash, cash equivalents and investments, at fair value Receivables, net of allowances: Accrued interest Other Merchandise inventory Prepaid items Total current assets Noncurrent assets: Restricted assets: Cash, cash equivalents and investments, at fair value Accrued interest Escrow deposit Capital assets, net of accumulated depreciation Total noncurrent assets Total assets DEFERRED OUTFLOWS OF RESOURCES: Deferred charges on refunding Deferred pension balances Deferred pension contributions Total deferred outflows of resources LIABILITIES: Current liabilities: Accounts payable Claims payable Compensated absences payable Leases payable Accrued interest Interfund payables Certificate and general obligation bonds Total current liabilities Noncurrent liabilities: Payable from restricted assets: General obligation bonds payable Certificates of obligation Compensated absences payable Claims payable Net pension liability Other post employment benefits Total noncurrent liabilities: Total liabilities DEFERRED INFLOWS OF RESOURCES: Deferred pension balances Total deferred inflows of resources NET POSITION: Net investment in capital assets Unrestricted Total net position Technology Services Fund $ 4,868,674 21,457 186,248 5,076,379 2,519,879 2,519,879 7,596,258 177 521,274 406,004 927,455 548,606 247,907 443,839 75 10,201 1,250,628 10,101 21,151 2,966,968 Engineering Services Fund � 1,160,093 5,113 1,165,206 56,231 56,231 1,221,437 401,665 304,516 706,181 291,459 190,354 481,813 13,881 2,266,997 Exhibit XXVI Total Internal Service Funds � 17,762,761 78,224 303,645 7,543,184 197,182 25,884,996 199,676 880 189,000 7,656,507 8,046,063 33,931,059 31,781 1,417,763 1,071,642 2,521,186 2,325,799 2,237,139 625,946 443,839 5,472 5,100,000 299,681 11,037,876 508,057 159,243 83,911 2,096,874 8,013,950 250,565 233,646 830,383 3,248,785 2,514,524 11,692,418 4,499,413 2,996,337 22,730,294 43,597 33,542 118,519 43,597 33,542 118,519 2,055,915 56,231 6,478,024 1,924,788 (1,158,492) 7,125,408 � 3,980,703 � (1,102,261) � 13,603,432 (concluded) 101 CITY OF DENTON, TEXAS COMBINING STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION INTERNAL SERVICE FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2017 OPERATING REVENUES: Charges for goods and services Miscellaneous Total operating revenues OPERATING EXPENSES: Operating expenses before depreciation Depreciation Total operating expenses Operating income (loss) NONOPERATING REVENUES (EXPENSES): Investment revenue Interest expense and fiscal charges Gain (loss) on disposal of capital assets Total non-operating revenues (expenses) Income (loss) before contributions and transfers Capital contributions Transfers in Change in net position Net position at beginning of year Total net position at end of year Exhibit XXVII Materials Fleet Health Risk Management Services Insurance Retention Fund Fund Fund Fund � 13,544,111 � 9,949,616 � 24,385,401 � 859,728 155,731 12,561 714,895 128,261 13,699,842 9,962,177 25,100,296 987,989 13,510,365 9,190,878 26,338,762 3,924,087 16,764 192,117 - - 13,527,129 9,382,995 26,338,762 3,924,087 172,713 579,182 (1,238,466) (2,936,098) 344 6,979 54,270 52,816 (13,191) (19,704) - - - 9,370 - - (12,847) (3,355) 54,270 52,816 159,866 575,827 (1,184,196) (2,883,282) 24,560 48,508 - - 184,426 624,335 (1,184,196) (2,883,282) 1,050,605 3,158,988 6,027,537 3,746,577 � 1,235,031 � 3,783,323 � 4,843,341 � 863,295 (continued on the following page) 102 CITY OF DENTON, TEXAS COMBINING STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION (concluded) INTERNAL SERVICE FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2017 OPERATING REVENUES: Charges for goods and services Miscellaneous Total operating revenues OPERATING EXPENSES: Operating expenses before depreciation Depreciation Total operating expenses Operating income (loss) NONOPERATING REVENUES (EXPENSES): Investment revenue Interest expense and fiscal charges Loss on disposal of capital assets Total non-operating revenues (expenses) Income (loss) before contributions and transfers Capital contributions Transfers in Change in net position Net position at beginning of year Total net position at end of year Exhibit XXVII Total Technology Engineering Internal Services Services Service Fund Fund Funds � 12,466,719 � 3,921,281 � 65,126,856 47,371 - 1,058,819 12,514,090 3,921,281 66,185,675 10,965,107 4,393,683 68,322,882 2,389,946 25,915 2,624,742 13,355,053 4,419,598 70,947,624 (840,963) (498,317) (4,761,949) 23,240 9,226 146,875 (33,623) - (66,518) - 10,407 19,777 (10,383) 19,633 100,134 (851,346) (478,684) (4,661,815) - - 73,068 37,230 10,634 47,864 (814,116) (468,050) (4,540,883) 4,794,819 (634,211) 18,144,315 � 3,980,703 � (1,102,261) � 13,603,432 (concluded) 103 CITY OF DENTON, TEXAS COMBINING STATEMENT OF CASH FLOWS INTERNAL SERVICE FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2017 CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers Cash paid to employees for services Cash paid to suppliers Net cash provided (used) by operations CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Transfers in Net cash provided by noncapital �nancing activities CASH FLOWS FROM CAPITAL FINANCING ACTIVITIES: Principal payments on capital debt Interest and �scal charges Principal payments under capital lease obligation Proceeds from issuance of debt Proceeds from the sale of �xed assets Acquisition and construction of capital assets Net cash provided (used) by capital �nancing activities Materials Fleet Management Services Fund Fund Exhibit X�VIII Health Risk Insurance Retention Fund Fund $ 13,699,842 $ 9,938,879 $ 25,080,296 $ 775,899 (1,399,835) (1,633,496) - (881,598) (12,265,082) (7,747,964) (26,137,980) (2,964,015) 34,925 557,419 (1,057,684) (3,069,714) (36,798) (572,065) (11,238) (25,219) - 569,143 - 9,370 (5,868) (242,025) �s3,voa� �260,�96� CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale and maturities of investment securities - 665,204 4,986,878 6,580,949 Purchase of investment securities - (945,175) (4,183,403) (4,006,614) Interest received on investments 344 6,029 60,747 67,944 Net cash provided (used) by investing activities 344 (273,942) 864,222 2,642,279 Netincrease (decrease)in cash and cash equivalents (18,635) 22,681 (193,462) (427,435) Cash and cash equivalents at beginning of year 32,478 178,493 967,610 882,048 Cash and cash equivalents at end of year 13,843 201,174 774,148 454,613 Investments, at fair value - 1,475,794 5,679,091 3,335,007 Cash, cash equivalents and investments, at fair value $ 13,843 $ 1,676,968 $ 6,453,239 $ 3,789,620 RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating income (loss) $ 172,713 $ 579,182 $ (1,238,466) $ (2,936,098) Adjustments: Depreciation expense 16,764 192,117 - - Decrease (Increase) in receivables - (23,298) - (212,090) Decrease (Increase) in inventories (1,118,476) (24,792) - - Increase in prepaid items (10,934) - - - Increase in escrow deposits items - - (20,000) - Increase (Decrease) in accounts payable 199,594 (254,305) 200,782 32,322 Increase in compensated absences (6,790) (7,904) - (1,921) Increase in interfund payables 700,000 - - - Increase in net municipal pension balances 50,096 57,725 - 33,010 Increase in other post employment bene�ts 31,958 38,694 - 15,063 Total adjustments (137,788) (21,763) 180,782 (133,616) Net cash provided (used) by operating activities $ 34,925 $ 557,419 $(1,057,684) $(3,069,714) NONCASH CAPITAL AND RELATED FINANCING ACTIVITIES: Decrease in fair value of investments - (3,199) (13,367) (9,028) Capital asset contributions 24,560 48,508 - - (continued on the following page) 104 CITY OF DENTON, TEXAS COMBINING STATEMENT OF CASH FLOWS (concluded) INTERNAL SERVICE FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2017 CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers Cash paid to employees for services Cash paid to suppliers Net cash provided (used) by operations CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Transfers in Net cash provided by noncapital �nancing activities CASH FLOWS FROM CAPITAL FINANCING ACTIVITIES: Principal payments on capital debt Interest and �scal charges Principal payments under capital lease obligation Proceeds from issuance of debt Proceeds from the sale of �xed assets Acquisition and construction of capital assets Net cash provided (used) by capital �nancing activities Exhibit X�VIII Total Technology Engineering Internal Services Services Service Fund Fund Funds $ 12,514,090 $ 3,921,281 $ 65,930,287 (4,237,600) (3,165,886) (11,318,415) (6,303,958) (818,242) (56,237,241) 1,972,532 (62,847) (1,625,369) 37,230 10,634 47,864 37,230 10,634 47,864 (15,000) (33,921) (768,799) (697,276) (1,514,996) CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale and maturities of investment securities 1,998,027 Purchase of investment securities (2,496,104) Interest received on investments 22,179 Net cash provided (nsed) by inves�ng activities (475,898) Net increase (decrease) in cash and cash equivalents 18,868 Cash and cash equivalents at beginning of year 565,191 Cash and cash equivalents at end of year 584,059 Investments, at fair value 4,284,615 Cash, cash equivalents and investments, at fair value $ 4,868,674 RECONCILIATION OF OPERATING INCOME (LOSS) TO NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES: Operating income (loss) $ (840,963) Adjustments: Depreciation expense 2,389,946 Decrease (Increase) in receivables - Decrease (Increase) in inventories - Increase in prepaid items (91,334) Increase in escrow deposits items - Increase (Decrease) in accounts payable 127,407 Increase in compensated absences 65,227 Increase in interfund payables 94,749 Increase in net municipal pension balances 158,334 Increase in other post employment bene�ts 69,166 Total adjustments 2,813,495 Net cash provided (used) by operating activities $ 1972,532 NONCASH CAPITAL AND RELATED FINANCING ACTIVITIES: Decrease in fair value of investments Capital asset contributions 105 (9,465) - (623,863) - (70,378) - (768,799) - 569,143 - 9,370 10,408 (934,761) 10,408 (1,819,288) 815,306 15,046,364 (798,874) (12,430,170) 9,701 166,944 26,133 2,783,138 (15,672) (613,655) 154,840 2,780,660 139,168 2,167,005 1,020,925 15,795,432 $ 1,160,093 $ 17,962,437 $ (498,31'n $ (4,761,949) 25,915 2,624,742 - (235,388) - (1,143,268) - (102,268) - (20,000) 217,106 522,906 14,832 63,444 - 794,749 118,756 417,921 58,861 213,742 435,470 3,136,580 $ (62,847) $ (1,625,369) (2,331) (37,390) - 73,068 (concluded) CITY OF DENTON, TEXAS COMBINING STATEMENT OF CHANGES IN ASSETS AND LIABILITIES AGENCY FUNDS FOR THE YEAR ENDED SEPTEMBER 30, 2017 OTHER AGENCY FUNDS ASSETS Cash, cash equivalents and investments, at fair value Total assets LIABILITIES Accounts payable Total liabilities Balance October 1, 2016 Additions Deductions Exhibit XXIX Balance September 30, 2017 � 292,764 � 1,356,962 � 1,467,700 � 182,026 � 292,764 � 1,356,962 � 1,467,700 � 182,026 � 292,764 � 1,356,962 � 1,467,700 � 182,026 � 292,764 � 1,356,962 � 1,467,700 � 182,026 106 CITY OF DENTON, TEXAS CAPITAL ASSETS USED IN THE OPERATION OF GOVERNMENTAL FUNDS COMPARATIVE SCHEDULES BY SOURCE* AS OF SEPTEMBER 30, 2016 AND 2017 Governmental funds capital assets: Land Work in progress Buildings Plant, machinery and equipment Infrastructure Total governmental funds capital assets Investments in governmental funds capital assets by source: General fund Special revenue funds Capital projects funds Total governmental funds capital assets 2017 � 20,880,354 56,604,771 63,587,711 84,848,684 267,898,072 � 493,819,592 � 198,261,192 9,442,322 286,116,078 � 493,819,592 *This schedule presents only the capital asset balances related to governmental funds. Accordingly, the capital assets reported in internal service funds are excluded from the above amounts. Generally, the capital assets of internal service funds are included as governmental activities in the statement of net position. 107 Exhibit XXX 2016 � 15,712,396 55,103,696 57,062,259 76,297,718 245,835,580 � 450,011,649 � 189,295,344 9,123,962 251,592,343 � 450,011,649 CITY OF DENTON, TEXAS CAPITAL ASSETS USED IN THE OPERATION OF GOVERNMENTAL FUNDS SCHEDULE BY FUNCTION AND ACTIVITY* AS OF SEPTEMBER 30, 2017 Plant, Machinery and Function and Activity Land Buildings Equipment General government: F�nance Legal Human resources City manager/economic development Facilities management Library Building inspections Planning/community development Engineering Community improvement services Gas Well Review Reprographics Total general government Public works: Traffic operations Streets Total public works Parks and recreation Public safety: F�re administration F�re operations F�re prevention Emergency medical services Police Animal services Municipal courUjudge/clerks Total public safety Total governmental funds capital assets Work in Infrastructure Progress Exhibit X�i� Total $ - $ - $ 45,930 $ - $ - $ 45,930 - - 358,124 - - 358,124 - - 74,643 - 355,462 430,105 - 808,462 914,228 - - 1,722,690 2,742,115 15,529,855 14,748,178 648,847 156,835 33,825,830 - 12,050,477 7,855,314 14,715 - 19,920,506 - - 384,222 - - 384,222 - 494,500 643,427 24,057 - 1,161,984 - - - - 1,750,880 1,750,880 - - 231,403 - - 231,403 - - 27,478 - - 27,478 - - 150,155 - - 150,155 2,742,115 28,883,294 25,433,102 687,619 2,263,177 60,009,307 1,236 14,600 1,868,994 20,014,052 1,184,028 23,082,910 984,280 5,000 7,139,988 229,521,882 34,136,149 271,787,299 985,516 19,600 9,008,982 249,535,934 35,320,177 294,870,209 11,028,535 17,115,410 13,430,071 17,669,519 6,394,437 65,637,972 2,720,603 - 260,861 - - 2,981,464 2,399,521 11,511,733 16,977,369 5,000 11,922,301 42,815,924 - - 1,467,598 - - 1,467,598 - - 417,131 - - 417,131 - 11,993 16,913,783 - 704,679 17,630,455 1,004,064 6,045,681 441,680 - - 7,491,425 - - 498,107 - - 498,107 6,124,188 17,569,407 36,976,529 5,000 12,626,980 73,302,104 $ 20,880,354 $ 63,587,711 $ 84,848,684 $ 267,898,072 $ 56,604,771 $ 493,819,592 *This schedule presents only the capital asset balances related to governmental funds. Accordingly, the capital assets reported in internal service funds are excluded from the above amounts. Generally, the capital assets of internal service funds are included as governmental activities in the statement of net position. 108 CITY OF DENTON, TEXAS CAPITAL ASSETS USED IN THE OPERATION OF GOVERNMENTAL FUNDS SCHEDULE OF CHANGES BY FUNCTION AND ACTIVITY* FOR THE YEAR ENDED SEPTEMBER 30, 2017 Governmenfal Funds Capifal Assefs Funcfion and AcfiviLy October 1, 2016 Addifions General governmenf: Exhibif XY%II Governmenfal Funds Capifal Assefs Deducfions Sepfember 30, 2017 Finance $ 45,930 $ - $ - $ 45,930 Legal 358,124 - - 358,124 Human resources 74,643 - - 74,643 Cify manager/economic developmenf 1,511,116 255,069 (43,495) 1,722,690 Facilifies managemenf 28,668,206 5,107,364 (106,575) 33,668,995 Library 19,709,700 557,083 (346,277) 19,920,506 Building inspecfions 297,949 120,054 (33,781) 384,222 Planning/communify developmenf 1,025,275 187,099 (50,390) 1,161,984 Communify improvemenf services 292,997 22,692 (84,286) 231,403 Gas Well Review 27,478 - - 27,478 Reprographics 150,155 - - 150,155 Tofal general governmenf 52,161,573 6,249,361 (664,804) 57,746,130 Public works: Traffic operafions Sfreefs Tofal public works Parks and recreafion Public safeLy: Fire adminisfrafion Fire operafions Fire prevenfion Emergency medicalservices Police Animal services Municipal courf/judge/clerks Tofal public safeLy Work in progress Tofal governmenfal funds capifal assefs 20,698,753 1,230,429 (30,300) 21,898,882 218,936,635 19,232,195 (517,680) 237,651,150 239,635,388 20,462,624 (547,980) 259,550,032 54,464,495 5,124,629 (345,589) 59,243,535 547,812 2,437,695 (4,043) 2,981,464 28,919,849 3,360,395 (1,386,621) 30,893,623 1,445,098 22,500 - 1,467,598 381,368 35,763 - 417,131 15,068,160 3,060,446 (1,202,830) 16,925,776 1,792,433 5,743,532 (44,540) 7,491,425 491,777 6,330 - 498,107 48,646,497 14,666,661 (2,638,034) 60,675,124 55,103,696 37,985,101 (36,484,026) 56,604,771 $ 450,011,649 $ 84,488,376 $ (40,680,433) $ 493,819,592 *This schedule presenfs only fhe capifal assef balances relafed fo governmenfal funds. Accordingly, fhe capifal assefs reporEed in infernal service funds are excluded from fhe above amounfs. Generally, fhe capifal assefs of infernal service funds are included as governmenfal acfivifies in fhe sfafemenf of nef posifion. 109 ,, ., ,;,, , , i, �„�� J �;; ;., ; < '�, �� , ,,, �, , ,, � w,i �„` llo STATISTICAL SECTION This part of the City of Denton's comprehensive annual financial report presents detailed information as a context for understanding what the information in the financial statements, note disclosures, and required supplementary information says about the city's overall financial health. Contents Financiai Trends These schedules contain trend information to help the reader understand how the city's financial performance and well-being ha�e changed over time. (Tables 1— 4) Revenue Capacity These schedules contain information to help the reader assess the city's most significant local revenue source, the property t�. These tables do not include the Electric fund information due to confidentiality of information necessary for competitive rates. (Tables 5— 8) Debt Capacity These schedules present information to help the reader assess the affordability of the city's current level of outstanding debt and the city's ability to issue additional debt in the future. (Tables 9— 12) Demographic and Economic Information These schedules offer demographic and economic indicators to help the reader understand the environment within which the city's financial activities take place. (Tables 13 — 14) Operating Information These schedules contain service and infrastructure data to help the reader understand how the information in the city's financial report relates to the services the city provides and the activities it performs. (Tables 15 — 17) Sources: Unless otherwise noted, the information in these schedules is derived from the comprehensive annual financial reports for the relevant year. � CITY OF DENTON, TEXAS NET POSITION BY COMPONENT LAST TEN FISCAL YEARS (accrual basis of accounting) Governmental activities Net investment in capital assets Restricted Unrestricted Total governmental activities net position Business-type activities Net investment in capital assets Restricted Unrestricted Total business-type activities net position Primary government Net investment in capital assets Restricted Unrestricted Total primary government net position Table 1 2008 2009 2010 2011 2012 � 102,040,021 � 102,110,134 � 104,636,239 � 103,073,465 � 101,784,929 1,454,579 1,947,553 2,894,676 2,839,556 3,460,027 37,610,966 38,252,078 46,480,569 34,590,673 35,005,109 141,105, 566 142,309, 765 154,011,484 140,503,694 140,250,065 263,325,859 282,463,031 277,356,195 296,006,601 315,479,026 33,087,609 33,380,595 30,598,923 30,454,314 28,559,731 107,545,434 109,826,810 131,497,936 158,120, 736 169,653,341 403,958,902 425,670,436 439,453,054 484,581,651 513,692,098 365,365,880 384,573,165 381,992,434 399,080,066 417,263,955 34,542,188 35,328,148 33,493,599 33,293,870 32,019,758 145,156,400 148,078,888 177,978,505 192,711,409 204,658,450 � 545,064,468 � 567,980,201 � 593,464,538 � 625,085,345 � 653,942,163 (continued on the following page) Source: Comprehensive Annual Financial Reports 112 CITY OF DENTON, TEXAS NET POSITION BY COMPONENT (concluded) LAST TEN FISCAL YEARS (accrual basis of accounting) Governmental activities Net investment in capital assets Restricted Unrestricted Total governmental activities net position Business-type activities Net investment in capital assets Restricted Unrestricted Total business-type activities net position Primary government Net investment in capital assets Restricted Unrestricted Total primary government net position Table 1 2013 2014 2015 2016 2017 � 116,146,838 � 128,915,116 � 141,914,877 � 145,309,987 � 165,408,284 4,116,256 12,233,226 13,215,421 13,736,624 14,530,908 35,136,072 28,096,148 (8,775,520) (3,620,580) (6,509,698) 155,399,166 169,244,490 146,354, 778 155,426,031 173,429,494 347,780,207 383,678,313 421,894,337 460,330,063 502,801,204 28,654,879 28,056,605 25,356,458 8,892,547 11,516,207 158,145,443 139,515, 508 122,542,446 151,234,604 145,191,889 534,580,529 551,250,426 569,793,241 620,457,214 659,509,300 463,927,045 512,593,429 563,809,214 605,640,050 668,209,488 32,771,135 40,289,831 38,571,879 22,629,171 26,047,115 193,281, 515 167,611,656 113,766,926 147,614,024 138,682,191 � 689,979,695 � 720,494,916 � 716,148,019 � 775,883,245 � 832,938,794 (concluded) Source: Comprehensive Annual Financial Reports 113 CITY OF DENTON, TEXAS CHANGES IN NET POSITION LAST TEN FISCAL YEARS (accrual basis of accounting) EXPENSES Governmental activities: General government Public safety Public works Parks and recreation Interest expense Total governmental activities expenses Business-type activities: Electric system Water system Wastewater system Solid waste Airport Total business-type activities expenses Total primary government expenses PROGRAM REVENUES Governmental activities: Charges for services: General government Public safety Public works Parks and recreation Operating grants and contributions Capital grants and contributions Total governmental activities program revenues Business-type activities: Charges for services: Electric system Water system Wastewater system Solid waste Airport Capital grants and contributions Total business-type activities program revenues Total primary government program revenues NET (EXPENSE)/REVENUE Governmental activities Business-type activities Total primary government program net expense Table 2 2008 2009 2010 2011 2012 $ 26,408,949 $ 27,482,131 $29,569,535 $28,198,604 $29,421,275 43,426,526 45,368,783 47,998,906 49,154,371 52,496,010 15,448,473 15,816,065 15,767,926 16,089,302 18,662,029 12,92 7,020 12,755,037 12,854,336 12,421,893 12,968,426 5,372,868 5,733,268 5,121,329 5,046,724 4,755,938 103,583,836 107,155,284 111,312,032 110,910,894 118,303,678 138,791,009 124,901,262 114,903,831 117,769,599 122,428,808 26,226,068 28,636,190 27,219,944 28,293,109 26,822,690 19,413,247 19,909,229 20,560,600 20,455,424 20,890,614 17,065,295 18,036,331 18,028,832 20,008,746 21,695,322 - - - 1,326,397 1,472,155 201,495,619 191,483,012 180,713,207 187,853,275 193,309,589 305,079,455 298,638,296 292,025,239 298,764,169 311,613,267 3,310,592 4,792,856 3,551,733 4,108,687 3,873,349 6,461,037 6,554,619 6,431,007 7,075,328 7,069,770 853,091 586,377 1,425,683 525,024 1,086,269 3,292,528 2,990,921 3,372,579 3,964,517 3,951,433 3,306,325 2,281,136 3,407,085 4,270,697 2,598,157 7,308,398 3,641,296 15,206,424 7,497,908 4,292,468 24,531,971 20,847,205 33,394,511 27,442,161 22,871,446 138,467,222 128,511,236 30,843,797 30,067,774 23,184,369 22,342,174 16,660,3 75 18,386,616 5,742,139 8,099,722 119,156,314 131,435,554 132,352,950 28,407,954 36,790,720 36,265,061 21,917,651 23,338,841 24,570,095 18,432,245 20,979,967 22,944,272 - 3,203,426 1,909,619 5,153,568 5,053,024 4,317,463 214,897,902 207,407,522 193,067,732 220,801,532 222,359,460 239,429,873 228,254,727 226,462,243 248,243,693 245,230,906 (79,051,865) (86,308,079) (77,917,521) (83,468,733) (95,432,232) 13,402,283 15,924,510 12,354,525 32,948,257 29,049,871 $ (65,649,582) $ (70,383,569) $ (65,562,996) $ (50,520,476) $ (66,382,361) (continued on the following page) 114 CITY OF DENTON, TEXAS CHANGES IN NET POSITION LAST TEN FISCAL YEARS (accrual basis of accounting) EXPENSES Governmental activities: General government Public safety Public works Parks and recreation Interest expense Total governmental activities expenses Business-type activities: Electric system Water system Wastewater system Solid waste Airport Total business-type activities expenses Total primary government expenses PROGRAM REVENUES Governmental activities: Charges for services: General government Public safety Public works Parks and recreation Operating grants and contributions Capital grants and contributions Total governmental activities program revenues Business-type activities: Charges for services: Electric system Water system Wastewater system Solid waste Airport Capital grants and contributions Total business-type activities program revenues Total primary government program revenues NET (EXPENSE)/REVENUE Governmental activities Business-type activities Total primary government program netexpense Table 2 2013 2014 2015 2016 2017 $27,686,735 $30,476,840 $31,260,126 $33,847,052 $40,761,972 52,906,985 56,893,859 58,132,146 63,118,516 68,546,557 18,663,884 16,950,280 20,331,934 24,557,482 24,994,628 13,714,245 14,543,461 14,982,742 16,043,697 16,792,417 4,464,309 4,339,154 4,384,973 4,664,608 4,970,968 117,436,158 123,203,594 129,091,921 142,231,355 156,066,542 146,246,880 157,906,294 158,106,661 145,963,753 174,900,860 26,814,020 24,023,392 25,870,489 26,000,734 28,202,500 21,467,088 22,176,191 24,307,305 23,921,154 26,730,157 21,730,796 23,844,055 26,766,890 29,435,101 34,532,856 1,608,989 2,435,446 2,100,281 2,536,460 1,930,767 217,867,773 230,385,378 237,151,626 227,857,202 266,297,140 335,303,931 353,588,972 366,243,547 370,088,557 422,363,682 4,105,648 4,645,655 5,364,405 7,767,083 7,064,927 7,276,024 1,159,605 885,010 707,604 4,059,383 5,833,238 4,926,465 3,118,105 4,788,149 3,380,119 14,671,571 11,12 7,695 10,443,220 6,015,305 5,266,777 9,827,784 8,773,221 729,528 879,453 5,268,637 4,414,379 2,855,501 4,667,791 5,885,033 17,180,091 34,881,395 34,344,674 32,097,837 30,581,788 41,181,712 136,655,892 150,362,507 167,696,288 166,290,498 172,027,080 37,586,306 34,865,803 37,572,331 38,181,034 41,332,006 26,588,179 28,629,754 30,790,885 31,900,885 33,360,603 24,468,976 25,980,914 29,091,216 31,236,506 33,847,593 1,880,812 1,92 5,82 5 1,2 77,402 1,183,661 1,495,619 9,877,185 5,656,622 8,593,699 7,705,101 20,347,889 237,057,350 247,421,425 275,021,821 276,497,685 302,410,790 271,938,745 281,766,099 307,119,658 307,079,473 343,592,502 (82,554,763) (88,858,920) (96,994,084) (111,649,567) (114,884,830) 19,189,577 17,036,047 37,870,195 48,640,483 36,113,650 $ (63,365,186) $ (71,822,873) $ (59,123,889) $ (63,009,084) $ (78,771,180) (continued on the following page) 115 CITY OF DENTON, TEXAS CHANGES IN NET POSITION LAST TEN FISCAL YEARS (accrual basis of accounting) 2008 2009 GENERAL REVENUESAND OTHER CHANGES IN NET POSITION Governmental activities: Taxes: Property tax $ 41,499,791 Sales taxi 21,440,839 Franchise tax 16,197,042 Hotel occupancy tax 1,369,667 Beveragetax 319,541 Bingotax 23,653 Investment income 3,287,282 $ 43,187,433 20,466,772 15,669,981 1,239,261 338,700 22,915 2,413,339 2010 $43,144,645 20,484,954 17,457,994 1,302,617 347,940 22,611 684,709 2011 $44,144,844 22,871,282 19,324,244 1,513,468 359,671 21,963 459,615 Table 2 2012 $45,174,160 25,886,940 19,336,701 1,555,347 345,032 20,889 581,849 Gain on sale of capital assets - - - - - Miscellaneous 4,214,028 3,327,758 5,690,969 2,370,682 1,390,398 Transfers 323,038 846,119 482,801 (10,430,082) 887,287 Total governmental activities 88,674,881 87,512,278 89,619,240 80,635,687 95,178,603 Business-type activities: Investment income 7,817,671 6,075,453 1,653,515 1,472,078 1,638,830 Gain on sale of capital assets - - - - - Miscellaneous 195,055 557,690 257,379 278,180 (690,967) Transfers (323,038) (846,119) (482,801) 10,430,082 (887,287) Total business-type activities 7,689,688 5,787,024 1,428,093 12,180,340 60,576 Total primary government CHANGE IN NET POSITION Governmental activities Business-type activities Total primary government 96,364,569 93,299,302 91,047,333 92,816,027 95,239,179 9,623,016 1,204,199 11,701,719 (2,833,046) (253,629) 21,091,971 21,711,534 13,782,618 45,128,597 29,110,447 $ 30,714,987 $ 22,915,733 $ 25,484,337 $ 42,295,551 $ 28,856,818 (continued on the following page) Source: Comprehensive Annual Financial Reports i Sales tax figures in fiscal years 2010 and prior present amounts net of economic incentive payments. 116 CITY OF DENTON, TEXAS CHANGES IN NET POSITION LAST TEN FISCAL YEARS (accrual basis of accounting) 2013 GENERAL REVENUESAND OTHER CHANGES IN NET POSITION (concluded) Governmental activities: Taxes: 2014 2015 2016 Table 2 2017 Property tax $47,275,552 $48,833,077 $54,174,965 $58,788,255 $64,348,754 Sales taxi 26,522,473 27,764,114 30,601,965 32,624,297 36,841,137 Franchise tax 19,901,459 21,001,427 21,996,031 22,659,014 24,211,081 Hotel occupancy tax 1,910,125 1,982,643 2,156,294 2,243,264 2,374,221 Beveragetax 392,192 419,498 573,758 597,284 617,662 Bingo tax 20,774 20,684 20,380 18,910 13,633 Investment income 354,089 563,236 759,334 1,019,594 1,330,008 Gain on sale of capital assets - - 707,966 498,265 192,583 Miscellaneous 1,428,907 1,980,545 1,220,060 1,087,504 2,042,274 Transfers (101,707) 876,525 1,140,938 1,184,433 916,940 Total governmental activities 97,703,864 103,441,749 113,351,691 120,720,820 132,888,293 Business-type activities: Investment income Gain on sale of capital assets Miscellaneous Transfers Total business-type activities Total primary government CHANGE IN NET POSITION Governmental activities Business-type activities Total primary government 1,085,856 1,355,730 1,692,971 2,010,008 3,471,635 - - 42,455 1,197,915 383,741 511,291 521,013 - - - 101,707 (876,525) (1,140,938) (1,184,433) (916,940) 1,698,854 1,000,218 594,488 2,023,490 2,938,436 99,402,718 104,441,967 113,946,179 122,744,310 135,826,729 15,149,101 14,582,829 16,357,607 9,071,253 18,003,463 20,888,431 18,036,265 38,464,683 50,663,973 39,052,086 $ 36,037,532 $ 32,619,094 $ 54,822,290 $ 59,735,226 $ 57,055,549 (concluded) Source: Comprehensive Annual Financial Reports i Sales tax figures in fiscal years 2010 and prior present amounts net of economic incentive payments. 117 CITY OF DENTON, TEXAS FiJND BALANCES OF GOVERNMENTAL FUNDS LAST TEN FISCAL YEARS (modi�ied accrual basis of accounting) 2008 2009 Table 3 2010 2011' 2012 General fund Reserved for encumbrances $ 123,696 $ - $ - $ - $ - Unreserved, designated - - - - - Committed to streets - - - 921,779 - Assigned to use of reserves - - - 668,116 664,894 Unreserved, undesignated, unassigned 25,253,797 22,794,955 21,526,779 22,834,108 25,171,186 Total general fund 25,377,493 22,794,955 21,526,779 24,424,003 25,836,080 All other governmental funds Reserved for: Debt service Capital projects Encumbrances Unreserved, undesignated reported in: Special revenue funds Restricted for: Debt Service Parks and recreation Streets and drainage projects Other capital projects Other grants and purposes Committed to: Streets Parks and recreation Other purposes Assigned to: Streets and drainage projects Other capital projects Other purposes Unassigned Total all other governmental funds 1,954,955 2,414,288 57,887,531 35,339,606 5,515 - 9,534,627 16,435,449 3,354,535 - - 44,970,571 - - 13,838,425 - - - 3,279,080 3,824,438 - 9,561,244 10,496,887 - 21,857,670 22,004,377 - 5,907,877 8,444,073 - 1,223,822 1,789,241 - - 991,942 - 1,427,717 570,534 - 1,867,639 1,468,837 - - - 724,241 - - - - 1,332,105 3,003,344 - - - 77,341 49,026 - - - (758,734) (91,145) $ 69,382,628 $ 54,189,343 $ 62,163,531 $ 46,500,002 $ 52,551,554 (continued on the following page) Source: Comprehensive Annual Financial Reports 'The City adopted GASB Statement No. 54 which changed the classi�ication of governmental fund balances to nonspendable, restricted, committed, assigned, and unassigned. 118 CITY OF DENTON, TEXAS FiJND BALANCES OF GOVERNMENTAL F'[JNDS (concluded) LAST TEN FISCAL YEARS (modi�ied accrual basis of accounting) 2013 Table 3 2014 2015 2016 2017 General fund Reserved for encumbrances $ - $ - $ - $ - $ - Unreserved, designated - - - - - Committed to streets - - - - - Assigned to use of reserves 1,377,039 661,545 - 99,365 - Unreserved, undesignated, unassigned 24,378,139 25,176,737 27,365,168 28,070,483 31,770,773 Total general fund 25,755,178 25,838,282 27,365,168 28,169,848 31,770,773 All other governmental funds Reserved for: Debt service Capital projects Encumbrances Unreserved, undesignated reported in: Special revenue funds Restricted for: Debt Service Parks and recreation Streets and drainage projects Other capital projects Other grants and purposes Committed to: Streets Parks and recreation Other purposes Assigned to: Streets and drainage projects Other capital projects Other purposes Unassigned Total all other governmental funds 4,572,807 4,726,841 9,220,953 11,584,890 23,759,574 25,790,648 12,231,061 11,925,978 2,223,626 2,465,093 1,330,184 916,613 590,062 573,429 1,801,661 3,560,159 4,791,880 4,893,032 14,288,659 13,553,834 42, 53 7,941 46, 511, 509 10,603,695 13,512,733 3,218,466 3,319,230 1,388,223 1,798,624 513,484 498,150 4,430,392 5,500,983 5,409,144 10,599,568 51,149,305 18,544,086 4,104,036 1,158,667 439,825 6,889,093 144,485 423,152 2,214,613 3,430,681 7,897,077 2,599,101 2,868,390 1,666,029 3,728,955 6,945,492 56,900 34,847 49,630 74,558 59 (8,901) (144,084) (73,857) (242,338) (2,942,377) $ 58,521,513 $ 64,725,956 $ 85,629,155 $ 96,579,951 $ 110,193,975 (concluded) Source: Comprehensive Annual Financial Reports 'The City adopted GASB Statement No. 54 which changed the classi�ication of governmental fund balances to nonspendable, restricted, committed, assigned, and unassigned. 119 CITY OF DENTON, TEXAS CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS LAST TEN FISCAL YEARS (modified accrual basis of accounfing) REVENUES: Taxes: ProperEy fax Sales faxi Hofel occupancy fax Beverage fax Bingofax Licenses and permifs Franchise fees Fines and forfeifures Fees for services Invesfinenf revenue Infergovernmenfal Miscellaneous Tofal revenues EXPENDITURES: General governmenf Public safeLy Public works Parks and recreafion Capifal ouflay Debf service: Principal refiremenf Advance refunding escrow Bond issuance cosfs Inferesf and ofher charges Tofal expendifures Excess (deficiency) of revenues over (under) expendifures OTHER FINANCING SOURCES (USES): Refunding bonds issued Paymenf fo refunded bond escrow agenf Issuance of long-ferm debf Premium on debf issuance Insurance recoveries Proceeds of capifal lease Sale of capifal assefs Transfers in Transfers (ouf) Tofal ofher financing sources (uses) NET CHANGE IN FUND BALANCES Debf service as a percenfage of noncapifal expendifures Table 4 2008 2009 2010 2011 2012 $ 41,436,012 $ 42,980,209 $ 43,326,427 $ 44,147,706 $ 45,116,485 21,440,839 20,466,772 20,484,954 22,871,282 25,886,940 1,369,667 1,239,261 1,302,617 1,513,468 1,555,347 319,541 338,700 347,940 359,671 345,032 23,653 22,915 22,611 21,963 20,889 1,080,580 1,265,733 1,198,552 1,460,548 1,436,215 16,197,042 15,669,981 17,457,994 19,324,244 19,336,701 5,262,189 4,972,905 4,828,159 4,929,110 5,462,133 7,951,665 7,595,440 12,244,258 8,395,583 8,519,763 3,287,282 2,415,817 684,709 459,615 581,849 8,094,307 4,049,439 16,639,038 10,896,063 6,739,864 3,778,673 3,183,891 1,002,133 1,911,634 1,171,618 110,241,450 104,201,063 119,539,392 116,290,887 116,172,836 24,110,329 25,223,041 26,909,485 40,855,112 42,540,423 44,398,442 6,596,191 6,753,314 6,517,717 11,557,168 11,444,577 11,072,061 23,275,703 21,863,647 14,164,662 25,784,296 24,359,018 46,561,747 48,118,051 7,483,926 8,608,554 10,913,450 11,315,951 12,937,053 10,983,987 8,479,136 9,479,243 9,277,804 9,670,892 9,770,660 - 148,575 - - 130,111 530,137 105,392 78,919 29,156 163,811 5,261,346 5,570,770 5,095,245 5,070,734 4,758,305 120,665,122 123,128,982 117,514,335 118,451,254 118,208,448 (10,423,672) (18,927,919) 2,025,057 (2,160,367) (2,035,612) 24,595,000 6,120,000 3,460,000 (25,117,336) (6,265,255) (3,774,764) 22,230,000 - 6,905,000 937,755 246,012 498,682 - 10,173,303 - (11,432,581) 5,680,000 8,020,000 32,628 2,016,193 - - - - 19,961 69,897 - - - - 582,087 44,865 160,495 303,307 153,127 2,406,678 10,286,496 5,815,769 1,968,253 4,741,735 (1,833,960) (9,280,022) (8,384,227) (7,915,382) (4,192,497) 23,870,121 1,152,096 4,680,955 68,806 9,499,241 $ 13,446,449 $ (17,775,823) $ 6,706,012 $ (2,091,561) $ 7,463,629 Source: Comprehensive Annual Financial ReporEs 14.1% 14.9% 13.9% 14.0% 13.6% (confinued on fhe following page) i Sales fax figures in fiscal years 2010 and prior presenf amounfs nef of economic incenfive paymenfs. 120 CITY OF DENTON, TEXAS Table 4 CHANGES IN FUND BALANCES OF GOVERNMENTAL FiJNDS (concluded) LAST TEN FISCAL YEARS (modified accrual basis of accounfing) 2013 2014 2015 2016 2017 REVENUES: Taxes: ProperEy fax $ 47,330,522 $ 48,872,016 $ 54,230,541 $ 58,802,856 $ 64,317,641 Sales fax' 26,522,473 27,764,114 30,601,965 32,624,297 36,841,137 Hofel occupancy fax 1,910,125 1,982,643 2,156,294 2,243,264 2,374,221 Beverage fax 392,192 419,498 573,758 597,284 617,662 Bingo fax 20,774 20,684 20,380 18,910 13,633 Licenses and permifs 1,446,580 1,978,421 2,782,395 3,106,162 3,016,697 Franchise fees 19,901,459 21,001,427 21,996,031 22,659,014 24,211,081 Fines and forfeifures 5,342,966 6,261,579 6,505,175 6,433,158 6,039,401 Fees for services 8,683,278 10,187,195 9,391,260 10,927,305 10,395,166 Invesfinenf revenue 354,089 563,236 759,334 1,019,594 1,330,008 Infergovernmenfal 9,914,834 10,986,128 10,236,689 5,217,302 9,647,977 Miscellaneous 1,322,762 2,648,160 1,387,127 1,347,258 2,382,708 Tofal revenues 123,142,054 132,685,101 140,640,949 144,996,404 161,187,332 EXPENDITURES: General governmenf Public safeLy Public works Parks and recreafion Capifal ouflay Debf service: Principal refiremenf Advance refunding escrow Bond issuance cosfs Inferesf and ofher charges Tofal expendifures Excess (deficiency) of revenues over (under) expendifures OTHER FINANCING SOURCES (USES): Refunding bonds issued Paymenf fo refunded bond escrow agenf Issuance of long-ferm debf Premium on debf issuance Insurance recoveries Proceeds of capifal lease Sale of capifal assefs Transfers in Transfers (ouf) Tofal ofher financing sources (uses) NET CHANGE IN FUND BALANCES Debf service as a percenfage of noncapifal expendifures 25,047,062 28,188,722 51,303,825 53,380,064 9,425,446 9,979,997 12,274,908 12,808,701 20,038,064 20,660,461 29,277,275 31,024,356 31,330,757 55,978,174 59,067,019 61,156,694 12,439,131 11,604,966 15,871,804 13,277,516 13,987,694 14,140,518 23,712,400 25,966,695 38,191,803 10,017,719 10,703,071 11,918,983 13,390,576 14,351,487 110,145 - 120,519 147,687 103,950 181,308 86,800 181,409 154,948 171,252 4,552,348 4,741,257 4,647,528 5,246,925 5,819,949 132,950,825 140,549,073 151,552,935 160,590,866 181,138,214 (9,808,771) (7,863,972) (10,911,986) (15,594,462) (19,950,882) 6,182,405 3,130,000 14,290,000 12,045,000 10,850,000 (6,547,180) (3,194,293) (15,604,758) (14,075,445) (11,358,665) 14,765,000 12,635,000 29,240,000 22,780,000 33,405,000 1,232,674 635,037 3,214,914 4,317,817 3,077,360 - - - 30,624 86,992 - - - 150,155 - 148,417 85,059 715,685 530,054 236,068 2,980,448 3,596,433 4,557,824 8,164,575 10,856,904 (3,063,936) (2,735,717) (3,071,594) (6,592,842) (9,987,828) 15,697,828 14,151,519 33,342,071 27,349,938 37,165,831 $ 5,889,057 $ 6,287,547 $ 22,430,085 $ 11,755,476 $ 17,214,949 Source: Comprehensive Annual Financial ReporEs 12.9% 12.9% 13.0% 13.8% 14.1% (conclnded) i Sales fax figures in fiscal years 2010 and prior presenf amounfs nef of economic incenfive paymenfs. 121 CITY OF DENTON, TEXAS ASSESSED VALUE AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY LAST TEN FISCAL YEARS Fiscal Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Esfimafed Markef Value Real Personal ProperLy ProperLy $ 6,159,567,238 $ 969,219,527 6,443,103,507 938,547,047 6,619,118,472 922,539,801 6,744,096,534 879,202,496 6,903,311,493 933,580,101 7,083,330,127 1,125,646,116 7,427,124,969 1,161,189,421 8,285,049,321 1,329,999,883 8,989,650,946 1,332,290,743 9,784,179,133 1,429,040,012 Source: Denton Cenfral Appraisal Disfricf Less: Tax-Exempf ProperLy $ 1,039,286,990 1,090,291,442 1,213,749,251 1,393,181,072 1,424,516,590 1,492,264,875 1,609,090,116 1,817,871,596 1,858,794,929 2,040,968,652 Tofal Taxable Assessed V aluei $ 6,089,499,775 6,291,359,112 6,327,909,022 6,230,117,958 6,412,375,004 6,716,711,368 6,979,224,274 7,797,177,608 8,463,146,760 9,172,250,493 iTofal Taxable Assessed Value from 2013-2017 include fhe Downtown and Wesf Park TIRZ's. 122 Table 5 Tofal Direcf Tax Rafe $ 0.66652 0.66652 0.66652 0.68975 0.68975 0.68975 0.68975 0.68975 0.68975 0.68334 ,, ., ,;,, , , i, �„�� J �;; ;., ; < '�, �� , ,,, �, , ,, � w,i �„` 123 CITY OF DENTON, TEXAS PROPERTY TAX RATES (PER $100 OF ASSESSED VALUE) DIRECT AND OVERLAPPING' GOVERNMENTS LAST TEN FISCAL YEARS Fiscal Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 CiLy of Denton Operafing Debf Service Tofal Rafe Rafe Direcf Rafe $ 0.44765 $ 0.21887 $ 0.66652 0.44765 0.21887 0.66652 0.44765 0.21887 0.66652 0.47088 0.21887 0.68975 0.47088 0.21887 0.68975 0.47088 0.21887 0.68975 0.47480 0.21495 0.68975 0.48119 0.20856 0.68975 0.47456 0.21519 0.68975 0.46674 0.21660 0.68334 Source: Denton Counfy Tax Office Denfon CounLy Cenfral Appraisal Disfricf Table 6 Overlapping Rafes School Disfricfs Denfon Argyle Independenf Independenf Denfon School School Counfy Disfricf Disfricf $ 0.235890 $ 1.43400 $ 1.410050 0.235770 1.49000 1.410050 0.249800 1.49000 1.410050 0.273900 L53000 1.440050 0.277357 L53000 1.460050 0.282867 1.53000 1.480050 0.284914 1.53000 1.475000 0.272200 1.54000 1.570050 0.262000 1.54000 1.570050 0.248409 1.54000 1.570050 (confinued on fhe following page) iOverlapping rates are those of the school district and coanty government that apply to property owners within the City of Denton. 124 CITY OF DENTON, TEXAS PROPERTY TAX RATES (PER $100 OF ASSESSED VALUE) (concluded) DIRECT AND OVERLAPPING' GOVERNMENTS LAST TEN FISCAL YEARS Fiscal Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Table 6 Overlapping Rafes School Disfricfs Aubrey Krum Pilof Poinf Ponder Sanger Tofal Direcf Independenf School Disfricf $ 1.398060 1.485600 1.540000 1.540000 1.540000 1.540000 1.510000 1.510000 1.510000 1.510000 Independenf School Disfricf $ 1.365500 1.365500 1.440000 1.480000 1.540000 1.520000 1.540000 1.540000 1.540000 1.540000 Independenf School Disfricf $ 1.300000 1.390000 1.370000 1.370000 1.370000 1.370000 1.370000 1.370000 1.370000 1.370000 Source: Denton Counfy Tax Office Denfon CounLy Cenfral Appraisal Disfricf Independenf School Disfricf $ 1.228210 1.321220 1.309028 1.324890 1.344610 1.353292 1.385000 1.380800 1.387500 1.467840 Independenf School Disfricf $ 1.340000 1.370000 1.360000 1.360000 1.372067 1.372067 1.372070 1.372067 1.372067 1.372067 & Overlapping Rafes (Range) 2.130620 - 2008.902410 2.223510 - 2009.902290 2.225348 - 2010916320 2.288540 - 2011.963650 2.311717 - 2012.967107 2.325909 - 2013.972617 2.344664 - 2014.974664 2.331950 - 2015.961950 2.321750 - 2016.951750 2.301749 - 2017.931749 (concluded) iOverlapping rates are those of the school district and coanty government that apply to property owners within the City of Denton. 125 CITY OF DENTON, TEXAS PRINCIPAL PROPERTY TAXPAYERS CiJRRENT YEAR AND NINE YEARS AGO 2017 Percenfage of Taxable Tofal Taxable Table 7 2008 Percenfage of Taxable Tofal Taxable Assessed Assessed Assessed Assessed Name of Taxpayer Value Valuei Name of Taxpayer Value Value� Well Services Division of STC (Schlumberger) $152,349,530 1.66% PACCAR Inc. (Peferbilf) 101,024,543 L10% Columbia Medical Cenfer of Denfon (Denfon Regional Hospifal) 86,120,882 0.94% TTHR Limifed ParEnership (Presbyferian Hospifal) $100,780,067 1.65% Columbia Medical Cenfer of Denton (Denton Regional Hospifal) 80,454,725 1.32 % Inland Wesfern Crossing 56,310,992 0.92% Inland Wesfern Crossing (Denton Crossing Shopping Cenfer) 52,782,340 0.58% Unifed Copper 40,387,520 0.66% Cypress Denton Sfafion LTD (Forum af Denfon Allegiance Hillview Sfafion AparEmenfs) 52,416,833 0.57% LLP 36,391,205 0.60% Timber Links AparEmenfs PACCAR Inc LLC (The Timber Links) 43,509,314 0.47% (Peferbilf) 35,052,300 0.58% RR Markefplace LP (Rayzor Ranch Town Anderson Cenfer) 40,220,266 0.44% Merchandisers 34,492,145 0.57% HRA Universify CourEyard LLC (UniversiLy Courtyard AparEmenfs) 34,935,824 0.38% Verizon Soufhwesf 34,386,920 0.56% GMT Developmenf LTD 30,446,286 0.33% FMP Denfon 25,495,405 0.42% GTE Soufhwesf, Inc. 29,347,570 0.32% Robson Denfon Dev LP 24,562,198 0.40% Tofal $ 623,153,388 6.79% Tofal $ 468,313,477 7.69% Source: Denton Cenfral Appraisal Disfricf iTofal faxable assessed value for fax year 2016 (fiscal year 201'� is $9,172,250,493. �Tofal faxable assessed value for fax year 2007 (fiscal year 2008) is $6,089,499,772 126 ,, ., ,;,, , , i, �„�� J �;; ;., ; < '�, �� , ,,, �, , ,, � w,i �„` lz� CITY OF DENTON, TEXAS PROPERTY TAX LEVIES AND COLLECTIONS LAST TEN FISCAL YEARS Fiscal Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Taxes Levied Within the Fiscal Year of the Levy $ 40,816,256 43,086,123 42,898,414 43,890,121 44,856,277 46,965,495 48,398,900 53,829,793 58,634,172 64,030,255 Adjustments to Levy in Subsequent Years $ 44,742 56,862 56,142 (2,755) 21,898 37,848 56,664 (147,846) (51,097) Source: Denton Central Appraisal District Adjusted Taxes Levied for the Fiscal Year $ 40,860,998 43,142,985 42,954,556 43,887,366 44,878,175 47,003,343 48,455,564 53,681,947 58,583,075 64,030,255 128 Table 8 Collected Within the Fiscal Year of the Levy Collections Percentage in Subsequent Amount of Levy Years $ 40,354,528 98.76% $ 460,097 42,423,707 98.33% 636,661 42,448,364 98.82% 429,151 43,447,508 99.00% 378,294 44,461,501 99.07% 338,151 46,638,975 99.22% 266,302 48,083,910 99.23% 265,431 53,503,029 99.67% 31,504 58,280,013 99.48% 109,365 63,702,954 99.49% - (continued on the following page) CITY OF DENTON, TEXAS PROPERTY TAX LEVIES AND COLLECTIONS (concluded) LAST TEN FISCAL YEARS Fiscal Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Total Collections to Date Percentage Amount of Levy $ 40,814,625 99.89% 43,060,368 99.81% 42,877,515 99.82% 43,825,802 99.86% 44,799,652 99.83% 46,905,277 99.79% 48,349,341 99.78% 53,534,533 99.73% 58,389,378 99.67% 63,702,954 99.49% (concluded) Source: Denton Central Appraisal District 129 Table 8 CITY OF DENTON, TEXAS RATIO OF OUTSTANDING DEBT BY TYPE LAST TEN FISCAL YEARS Fiscal Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 General Obligation Bonds $ 80,814,594 77,358,650 77,314,650 73,395,650 80,013,439 80,719,761 78,316,161 95,019,058 109,861,174 118,267,663 Governmental Activities Certi�icates of Premiums, Obligation $ 55,097,550 48,611,150 45,727,950 43,036,419 33,910,342 37,514,485 41,570,000 41,590,000 34,565,000 49,285,000 Discounts $ 1,645,160 1,658,410 1,798,093 1,475,673 3,272,887 3,737,386 3,593,057 6,039,823 9,250,779 10,994,176 Source: Comprehensive Annual Financial Reports Other Obligations $ 1,819,298 2,769,671 1,771,952 1,879,906 1,891,895 983,249 1,102,864 2,079,227 1,373,230 498,062 Table 9 Business-Type Activities General Certi�icates Revenue Obligation of Bonds Bonds Obligation $ 282,200,000 $ 4,865,406 $ 12,952,450 266,705,000 4,366,350 11,243,850 209,885,000 39,600,350 126,207,050 187,525,000 47,209,350 150,553,581 156,855,000 59,301,561 181,314,658 144,225,000 55,970,239 222,955,515 112,170,000 79,188,839 290,640,000 63,340,000 108,585,942 359,375,000 - 141,063,826 416,465,000 214,890,000 127,677,337 467,620,000 (continued on the following page) Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements. 130 CITY OF DENTON, TEXAS RATIO OF OUTSTANDING DEBT BY TYPE (concluded) LAST TEN FISCAL YEARS Fiscal Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Business-Type Activities Premiums, Discounts $ 6,265,197 5,586,295 14,799,674 13,078,316 17,869,148 18,645,703 23,263,019 27,564,104 38,514,641 69,029,540 Other Obligations $ 5,713,041 3,161,549 1,824,177 1,279,130 713,408 363,487 Total Primary Government $ 451,374,704 421,462,934 518,930,906 519,435,036 535,144,350 565,116,838 629,845,954 703,595,169 751,095,666 1,058,263,795 Source: Comprehensive Annual Financial Reports Table 9 Percentage of Personal Incomel 0.01866% 0.01667% 0.02103 % 0.01982 % 0.02150% 0.02040% 0.02145% 0.02398% 0.02545% 0.03267% Per Capital $ 4,141.81 3,791.50 4,576.80 4,535.88 4,626.79 4,813.72 5,285.81 5,817.48 6,118.46 8,466.92 (concluded) Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements. iSee Table 13 for personal income and population data. 131 CITY OF DENTON, TEXAS RATIO OF GENERAL BONDED DEBT OUTSTANDING LAST TEN FISCAL YEARS Fiscal Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Genecal Obligation Bonds $ 85,680,000 81,725,000 116,915,000 120,605,000 139,315,000 136,690,000 157,505,000 203,605,000 250,925,000 245,945,000 Certificates of Obligation $ 68,050,000 59,855,000 171,935,000 193,590,000 215,225,000 260,470,000 332,210,000 400,965,000 451,030,000 516,905,000 General Bonded Debt Outstand Less: Amounts Available Premiums, in Debt Discounts Service Fund $ 1,758,493 $ 1,454,579 1,779,105 1,947,553 11,933,474 2,894,676 10,580,069 2,839,556 18,283,190 3,460,027 20,029,829 4,116,256 25,434,647 4,261,848 33,414,816 4,260,793 47,765,420 4,314,370 49,644,634 4,666,797 Source: Comprehensive Annual Financial Reports Less: Amounts Payable from Business-Type Activity Debt $ 17,931,189 15,730,895 175,942,781 206,867,327 255,626,522 295,218,197 391,670,429 495,335,935 596,043,467 633,947,795 Note: Details regarding the City's outstanding debt can be found in the notes to the financial statements. iSee Table 5 for property value data. �See Table 13 for population data. 132 Total $ 136,102,725 125,680,657 121,946,017 115,068,186 113,736,641 117,855,376 119,217,370 138,388,088 149,362,583 173,880,042 Table 10 Percentage of Actual Taxable Value of Per Propertyi Capita� 2.24% $ 1,248.88 2.00% 1,130.63 1.93% 1,075.52 1.85% 1,004.81 1.77% 983.35 1.75% 1,003.90 1.71% 1,000.50 1.77% 1,144.22 1.76% 1,216.71 1.90% 1,391.17 CITY OF DENTON, TEXAS DIRECT AND OVERLAPPING GOVERNMENTAL ACTIVITIES DEBT AS OF SEPTEMBER 30, 2017 Governmental Unit Debt repaid with property taxes: Denton Independent School District Denton County Argyle Independent School District Aubrey Independent School District Krum Independent School District Pilot Point Independent School District Ponder Independent School District Sanger Independent School District Subtotal, overlapping debt City of Denton, direct debt Total direct and overlappping debt Debt Outstanding � 817,694,104 645,305,000 127,941,246 46,610,891 40,496,569 16,730,000 19,715,000 21,198,960 Ratio of direct and overlapping funded debt to the City's taxable assessed valuation Per capita overlapping funded debt Estimated Percentage Applicablel 63.71 % 12.48% 11.72 % 0.13 % 5.95% 0.15% 1.39% 0.53 % 100.00% Source: Compiled by First Southwest Company using data from the "Texas Municipal Report" prepared for the Municipal Advisory Council. Note: Overlapping governments are those that coincide, at least in part, with the geographic boundaries of the city. This schedule estimates the portion of the outstanding debt of those overlapping governments that is borne by the residents and businesses of the City of Denton. This process recognizes that, when considering the City of Denton's ability to issue and repay long-term debt, the entire debt burden borne by the residents and businesses should be taken into account. However, this does not imply that every taxpayer is a resident, and therefore responsible for repaying the debt, of each overlapping government. iThe percentage of overlapping debt applicable is estimated using taxable assessed property values. Applicable percentages were estimated by determining the portion of the overlapping government's taxable assessed value that is within the City of Denton's boundaries and dividing it by the overlapping government's total taxable assessed value. 133 Table 11 Estimated Share of Overlapping Debt � 520,952,914 80,534,064 14,994,714 60,594 2,409,546 25,095 274,039 112,354 619,363,320 179,044,901 � 798,408,221 8.70% $ 6,388 CITY OF DENTON, TEXAS PLEDGED REVENUE COVERAGE LAST TEN FISCAL YEARS Fiscal Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Operating Revenue $ 185,874,450 176,464,357 166,295,694 186,359,226 189,645,277 197,126,041 208,666,178 229,583,483 229,086,008 239,310,663 Investment Revenue $ 7,458,605 5,817,918 1,593,161 1,340,539 1,477,452 983,424 1,225,879 1,512,820 1,772,813 3,150,469 Utility Systemi Revenue Bonds Less: Fair Market Value Adjustment to Investment RevenueZ $ 69,292 $ 930,936 (550,830) (66,712) 110,626 (227,534) 46,226 156,230 (43,392) (737,238) Source: Comprehensive Annual Financial Reports Impact Fee Revenue 6,620,938 4,456,827 3,186,225 5,205,889 3,542,829 3,704,336 5,191,886 6,476,021 7,286,409 7,409,026 Table 12 Add: Less: Franchise Fees Operating and Return Expenses on Investment Before Paid to Depreciation General Fund3 $ 158,245,885 $ 11,862,151 147,392,056 11,325,647 137,201,402 12,828,293 136,774,866 14,304,393 139,801,421 14,414,769 164,688,198 14,582,800 175,620,125 15,278,150 175,131,645 16,356,904 163,392,323 17,027,566 182,455,762 18,215,432 (continued on the following page) iThe Utility System includes the Electric, Water, and Wastewater funds. �For the coverage calculation, the fair market adjustment to the value of investments is excluded. 3For the coverage calculation, franchise fees and return on investment payments to the General Fund are excluded from operating expenses. 4Revenue bond covenants required a times coverage of 1.25 or greater through fiscal year 2016. Starting in fiscal year 2017, revenue bond convenants require a times coverage of 1.00 or greater. sTotal times coverage provided to assess total bond debt related to the Ufility System. 134 CITY OF DENTON, TEXAS PLEDGED REVENUE COVERAGE (concluded) LAST TEN FISCAL YEARS Fiscal Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Utility Systemi Revenue Bonds Net Revenue Bond Debt Available Revenue Principal $ 53,500,967 $ 14,840,000 $ 49,741,757 15,935,000 47,2 52, 801 13,180, 000 70,501,893 8,460,000 69,168,280 12,630, 000 51,935,937 13,260,000 54,695,742 11,570,000 78,641,353 10,210,000 91,823,865 10,210,000 86,367,066 - Source: Comprehensive Annual Financial Reports Table 12 Certificate of Obligation & General Obligation Bond Debt Total Times Times Times Interest Coverage4 Principal Interest Coverage Coverages 13,088,928 1.92 $ - $ - N/A 1.92 12,267,799 1.76 - - N/A 1.76 9,208,682 2.11 - - N/A 2.11 7,982,284 4.29 4,610,000 7,315,189 591 2.49 7,028,800 3.52 11,880,000 7,477,233 3.57 1.77 6,437,088 2.64 9,940,000 9,115,348 2.73 1.34 4,902,319 3.32 11,860,000 10,306,245 2.47 1.42 2,551,456 6.16 15,535,000 14,115,713 2.65 1.85 2,551,456 7.20 18,800,000 18,258,583 2.48 1.84 3,680,389 23.47 25,495,000 21,419,293 1.84 1.71 (concluded) iThe Utility System includes the Electric, Water, and Wastewater funds. �For the coverage calculation, the fair market adjustment to the value of investments is excluded. 3For the coverage calculation, franchise fees and return on investment payments to the General Fund are excluded from operating expenses. 4Revenue bond covenants required a times coverage of 1.25 or greater through fiscal year 2016. Starting in fiscal year 2017, revenue bond convenants require a times coverage of 1.00 or greater. sTotal times coverage provided to assess total bond debt related to the Ufility System. 135 CITY OF DENTON, TEXAS DEMOGRAPHIC AND ECONOMIC STATISTICS LAST TEN FISCAL YEARS Fiscal Year 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Estimated Populationl 108,980 111,160 113,383 114,517 115,662 117,397 119,158 120,945 122,759 124,988 Personal Income 2,419,464,980 2,527,667,240 2,467,894,378 2,621,408,647 2,489,161,902 2,769,630,024 2,936,410,594 2,934,125,700 2,950,758,083 3,239,064,020 Per Capita Income2 22,201 22,739 21,766 22,891 21,521 23,592 24,643 24,260 24,037 25,915 Median Age2 27.9 28.8 28.9 28.9 27.0 26.9 27.5 27.9 28.4 28.5 Grade School Enrollment3 22,221 22,761 24,047 24,901 25,791 26,339 27,105 27,473 28,658 29,433 University Enrollment4 43,770 45,658 47,236 47,720 48,227 48,584 48,497 49,665 50,809 50,911 Table 13 Unemployment Rates 4.4% 6.5% 6.3% 6.7% 5.0% 4.9% 3.9% 3.2% 3.5% 2.9% Sources: iCity of Denton Planning and Development Department estimate. Prior population figures have been adjusted to reflect the 2010 census data. �United States Census and Denton Chamber of Commerce 3Denton Independent School District 4University of North Texas' and Texas Woman's University's Denton campus enrollment sTexas Workforce Commission estimate 136 CITY OF DENTON, TEXAS PRINCIPAL EMPLOYERS CURRENT YEAR AND 1vINE YEARS AGO 2017 Percentage of Total City Name of Employer Employees Employment University of North Texas 8,738 12.25% Denton Independent o School District 4,417 6.19 /o Peterbilt Motors- Headquarters & Plant 2,314 3.24% Denton State Supported 1,700 2.38% Living Center Texas Woman's 1,672 2.34% University City of Denton 1,630 2.29% Denton County 1,581 2.22% (in Denton) Federal Emergency 1,100 L54% Management Agency Texas Presbyterian 1,076 L51% Hospital Table 14 2008 Percentage of Total City Name of Employer Employees Employment University of North Texas 7,351 12.14% Denton Independent o School District 3,113 5.14 /o Texas Woman's 1,586 2.62% University Denton County 1,523 2.51% (in Denton) Peterbilt Motors 1,500 2.48% Denton State School 1,500 2.48% City of Denton 1,300 2.15% Denton Regional Medical 800 1.32% Center Presbyterian Hospital of 750 1.24% Denton Columbia Medical Center 950 1.33% Jostens of Denton Total 25,178 35.29% Total Source: Office of Economic Development & Denton Chamber of Commerce 137 600 2Q023 0.99% 33.06% CITY OF DENTON, TEXAS Table 15 FULL-TIME EQUIVALENT CITY GOVERNMENT EMPLOYEES BY FUNCTION/PROGRAM LAST TEN FISCAL YEARS Full-time Equivalent Employees for Fiscal Year Function / Program 2008 2009 2010 2011 2012 General government Public safety Police Fire Animal services Municipal Court/Judge Public works Parks and recreation Electric system Water system Wastewater system Solid waste Airport Materials management Fleetservices Technology services Engineering Risk Retention Total Source: City of Denton Budget Office 180.63 191.63 194.63 195.00 204.25 217.23 217.23 217.23 222.23 217.23 162.25 163.25 163.25 163.25 163.25 8.00 8.00 8.00 8.00 9.00 16.75 16.75 17.50 18.50 19.50 39.00 39.00 39.00 39.00 41.00 144.15 144.15 143.08 142.58 141.08 120.50 125.00 129.50 129.50 131.50 165.00 160.50 158.00 158.50 158.00 83.37 84.87 86.37 88.37 92.37 88.00 93.50 93.50 98.50 105.50 - - - 5.00 5.50 12.50 13.50 13.50 13.50 12.00 19.00 21.00 21.00 21.00 22.00 25.00 25.00 25.00 26.00 27.00 5.00 5.00 5.00 5.00 6.00 1,286.38 1,308.38 1,314.56 1,333.93 1,355.18 (continued on the following page) 138 CITY OF DENTON, TEXAS Table 15 FULL-TIME EQUIVALENT CITY GOVERNMENT EMPLOYEES BY FUNCTION/PROGRAM (concluded) LAST TEN FISCAL YEARS Full-time Equivalent Employees for Fiscal Year Function / Program 2013 2014 2015 2016 2017 General government Public safety Police Fire Animal services Municipal Court/Judge Public works Parks and recreation Electric system Water system Wastewater system Solid waste Airport Materials management Fleetservices Technology services Engineering Risk Retention Total Source: City of Denton Budget Office 210.25 210.25 218.75 229.75 224.75 219.23 225.23 228.23 230.23 249.73 167.75 167.75 168.25 177.25 184.25 11.00 11.00 13.00 13.00 14.00 19.50 19.50 19.00 19.00 18.00 44.00 46.00 49.50 54.50 61.00 143.35 145.81 145.81 148.48 157.73 143.00 164.00 174.00 188.00 191.00 154.00 133.50 140.50 144.50 151.50 97.25 100.75 108.75 111.25 111.25 115.00 117.00 120.00 124.50 132.50 6.50 6.50 7.50 7.50 6.50 13.00 15.00 15.00 16.00 17.00 22.00 22.00 22.00 24.00 24.00 29.00 31.00 36.00 36.00 43.00 - 31.00 34.00 34.00 35.00 6.00 6.00 8.00 8.00 9.00 1,400.83 1,452.29 1,508.29 1,565.96 1,630.21 (concluded) 139 CITY OF DENTON, TEXAS OPERATING INDICATORS BY FUNCTION/PROGRAM LAST TEN FISCAL YEARS Function / Program Public Safety Police Calls for service Traffic citations issued Fire Fire calls for service EMS calls for service Inspections (Businesses) Animal Services Animals sheltered Animals adopted, transferred, or returned Public Works Street repaving (lane miles) Pot holes repaired Cutouts base failures (square feet) Crack seal maintenance (linear feet) Parks and Recreation Attendance Leisure Services Water Park Total Acres Maintained Water Number of customers Annual finished water production (in thousand gallons) Wastewater Number of customers Annual wastewater discharge (in thousand gallons) Solid Waste Number of customers (residential and commercial) MSW Landfilled (tons) Recycling collections (tons) Source: Various city departments 2008 80,117 31,610 3,703 6,862 3,591 4,967 2,119 41.28 6,841 75,877 40,288 1,010,351 169,000 2,633 29,679 6,582,151 28,019 5,263,780 30,680 136,024 24,248 140 2009 83,557 36,598 3,391 7,017 3,622 4,341 2,193 17.43 11,593 126,691 55,894 1,031,530 179,386 2,633 30,288 6,210,472 28,647 4,733,839 Fiscal Year 2010 83,746 33,990 3,199 7,255 4,739 5,042 3,264 10.27 20,988 169,396 53,712 1,153,632 193,361 2,633 30,889 6,209,966 29,105 5,617,490 2011 84,899 29,162 3,423 7,458 4,370 4,936 3,730 8.33 10,535 146,925 116,556 1,093,705 200,553 2,570 31,222 7,331,902 29,519 4,852,097 Table 16 2012 81,104 28,327 3,316 7,657 4,310 5,467 4,332 15.43 10,807 102,879 117,780 969,858 212,123 2,405 31,372 6,750,840 29,772 4,966,250 31,173 32,044 32,621 33,049 160,378 140,284 149,930 164,436 44,540 50,246 73,912 86,887 (continued on the following page) CITY OF DENTON, TEXAS OPERATING INDICATORS BY FUNCTION/PROGRAM (concluded) LAST TEN FISCAL YEARS Function / Program Public Safety Police Calls for service Traffic citations issued Fire Fire calls for service EMS calls for service Inspections (Businesses) Animal Services Animals sheltered Animals adopted, transferred, or returned Public Works Street repaving (lane miles) Pot holes repaired Cutouts base failures (square feet) Crack seal maintenance (linear feet) Parks and Recreation Attendance Leisure Services Water Park Total Acres Maintained Water Number of customers Annual finished water production (in thousand gallons) Wastewater Number of customers Annual wastewater discharge (in thousand gallons) Solid Waste Number of customers (residential and commercial) MSW Landfilled (tons) Recycling collections (tons) Source: Various city departments 2013 81,084 30,166 3,845 7,717 4,366 5,420 4,209 10.26 7,227 114,448 155,838 909,395 215,605 2,272 31,837 6,827,186 30,103 4,943,270 34,003 176,076 96,055 141 2014 83,704 27,160 4,183 7,977 4,830 5,072 3,895 25.59 8,996 72,098 77,451 1,060,988 209,406 2,425 32,405 6,155,724 30,562 4,926,080 36,593 203,928 87,655 Fiscal Year 2015 84,434 22,022 3,933 8,079 4,066 4,876 3,870 18.21 11,872 99,085 59,115 967,132 218,232 2,469 33,465 6,355,608 31,243 5,834,100 37,540 227,859 81,558 2016 86,399 20,207 4,511 8,943 4,361 5,032 4,468 25.69 15,254 152,002 37,828 1,007,102 224,893 2,511 34,198 6,301,333 32,077 6,111,680 39,806 251,305 113,743 Table 16 2017 87,122 22,323 4,651 9,687 3,988 4,944 4,203 28.36 16,972 95,601 119,611 1,082,246 232,527 2,206 34,714 6,368,582 32,618 5,175,571 41,219 268,000 117,155 (concluded) CITY OF DENTON, TEXAS CAPITAL ASSET STATISTICS BY FUNCTION/PROGRAM LAST TEN FISCAL YEARS Function / Program 2008 Public safety Police Fiscal Year 2009 2010 Table 17 2011 2012 Police stations 1 1 1 1 1 Police patrol units 147 149 149 143 139 Fire Fire stations 7 7 7 7 7 Emergency vehicles 24 26 30 30 30 Animal services Animals shelters 1 1 1 1 1 Public works Lane miles added per year 10.10 14.79 41.77 1.56 2.45 Streetlights 7,011 7,015 7,016 6,996 6,987 Parks and recreation Parks 34 34 34 34 34 Parks and open spaces acreage 1,292 1,438 1,341 1,332 1,431 Recreation centers 12 12 12 12 12 Water Water mains (miles) 533 550 558 560 565 Raw water (in thousand gallons) 6,694,734 6,471,258 6,416,086 7,572,149 7,013,351 Wastewater Wastewater mains (miles) 481 488 495 496 501 Maximum daily capacity (in million gallons) 21 25 25 25 25 Solid waste Landfills 1 1 1 1 1 (continued on the following page) Source: Various city departments 142 CITY OF DENTON, TEXAS CAPITAL ASSET STATISTICS BY FUNCTION/PROGRAM (concluded) LAST TEN FISCAL YEARS Function / Program 2013 Public safety Police Fiscal Year 2014 2015 Table 17 2016 2017 Police stations 1 1 1 1 1 Police patrol units 137 138 137 141 147 Fire Fire stations 7 7 7 7 7 Emergency vehicles 31 31 32 36 36 Animal services Animals shelters 1 1 1 1 1 Public works Lane miles added per year 12.00 12.20 5.83 8.11 22.45 Streetlights 7,020 7,067 7,164 7,233 7,414 Parks and recreation Parks 34 34 34 34 34 Parks and open spaces acreage 1,461 1,783 1,783 2,284 2,284 Recreation centers 12 12 12 12 12 Water Water mains (miles) 572 592 604 618 626 Raw water (in thousand gallons) 6,776,717 6,195,624 6,493,457 6,182,450 6,232,032 Wastewater Wastewater mains (miles) 509 513 516 521 526 Maximum daily capacity (in million gallons) 25 25 25 25 25 Solid waste Landfills 1 1 1 1 1 (concluded) Source: Various city departments 143 ,, ., ,;,, , , i, �„�� J �;; ;., ; < '�, �� , ,,, �, , ,, � w,i �„` 144 CITY OF DENTON, TEXAS SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE YEAR ENDED SEPTEMBER 30, 2017 EXPENDITURES: Personal Service Materials and Supplies Maintenance and Repairs Insurance Miscellaneous Operations, Services Transfers - Interfund City Manager's Office Personal Service Materials and Supplies Maintenance and Repairs Insurance Miscellaneous Operations, Services Transfers - Interfund Cable Television Personal Service Materials and Supplies Operations, Services Internal Audit Personal Service Materials and Supplies Insurance Operations, Services Transfers - Interfund Public Communications Personal Service Materials and Supplies Maintenance and Repairs Insurance Miscellaneous Operations, Services Transfers - Interfund Human Resources Personal Service Materials and Supplies Insurance Operations, Services Transfers - Interfund Legal Administration Exhibit XXXIII Variance with Actual on a Final Budget - Budgeted Amounts Budgetary Positive Original Final Basis (Negative) � 2,497,223 � 2,497,223 � 2,190,438 � 306,785 39,900 29,900 76,097 (46,197) 30,100 30,100 32,365 (2,265) 19,236 19,236 6,321 12,915 51,775 50,175 42,500 7,675 156,656 166,656 180,550 (13,894) 132,907 132,907 132,907 - 2,927,797 2,926,197 2,661,178 265,019 283,236 283,236 265,122 18,114 1,000 1,000 4,532 (3,532) 1,350 1,350 - 1,350 3,416 3,416 1,122 2,294 500 500 956 (456) 16,401 16,401 4,865 11,536 25,208 25,208 25,208 - 331,111 331,111 301,805 29,306 - 67,917 103,486 (35,569) - 3,120 4,993 (1,873) 175,000 103,963 29,060 74,903 175,000 175,000 137,539 37,461 302,188 302,188 306,407 (4,219) 27,160 27,160 14,951 12,209 3,055 3,055 1,004 2,051 122,401 122,401 117,607 4,794 17,410 17,410 17,410 - 472,214 472,214 457,379 14,835 1,128,495 1,128,495 1,117,319 11,176 31,150 31,150 22,263 8,887 500 500 312 188 16,275 16,275 5,348 10,927 60,873 60,873 45,098 15,775 384,762 371,896 293,006 78,890 84,530 97,396 97,396 - 1,706,585 1,706,585 1,580,742 125,843 1,946,325 1,946,325 1,796,679 149,646 56,903 56,903 54,266 2,637 12,844 12,844 4,221 8,623 202,615 202,615 176,976 25,639 83,451 83,451 83,451 - � 2,302,138 � 2,302,138 � 2,115,593 � 186,545 (continued on the following page) 145 CITY OF DENTON, TEXAS SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE YEAR ENDED SEPTEMBER 30, 2017 EXPENDITURES: Personal Service Materials and Supplies Insurance Operations, Services Transfers - Interfund Municipal Judge Personal Service Materials and Supplies Insurance Miscellaneous Operations, Services Transfers - Interfund Planning Budgeted Amounts Original Final Exhibit XXXIII Variance with Actual on a Final Budget - Budgetary Positive Basis (Negative) � 375,883 � 375,883 � 327,350 � 48,533 4,943 4,943 2,721 2,222 4,001 4,001 1,315 2,686 7,083 7,083 6,333 750 44,158 44,158 44,158 - 436,068 436,068 381,877 54,191 2,245,902 2,006,650 1,789,500 217,150 54,553 54,553 77,465 (22,912) 22,265 22,265 7,317 14,948 43,181 40,865 8,265 32,600 148,600 570,681 560,369 10,312 326,068 653,512 625,320 28,192 2,840,569 3,348,526 3,068,236 280,290 Personal Service 2,479,404 2,479,404 2,284,385 195,019 Materials and Supplies 61,804 49,007 58,345 (9,338) Maintenance and Repairs 8,434 672 622 50 Insurance 36,219 36,219 11,902 24,317 Miscellaneous - - 28 (28) Operations, Services 80,610 78,212 174,913 (96,701) Transfers - Interfund 328,297 328,297 328,297 - Building Inspections 2,994,768 2,971,811 2,858,492 113,319 Personal Service 200,885 200,885 197,274 3,611 Materials and Supplies 240,845 238,672 149,480 89,192 Maintenance and Repairs 3,000 3,000 2,609 391 Insurance 1,800 1,800 592 1,208 Operations, Services 4,040 6,213 55,316 (49,103) Transfers - Interfund 19,750 19,750 19,750 - Reprographics 470,320 470,320 425,021 45,299 Personal Service 355,305 355,305 138,836 216,469 Materials and Supplies 2,950 2,950 628 2,322 Insurance 3,588 3,588 1,180 2,408 Miscellaneous 250 250 - 250 Operations, Services 14,577 14,577 2,341 12,236 Transfers - Interfund 25,719 25,719 25,719 - Gas Well Review 402,389 402,389 168,704 233,685 Personal Service 1,130,120 1,130,120 1,041,551 88,569 Materials and Supplies 48,100 48,100 39,949 8,151 Insurance 82,495 82,495 27,110 55,385 Miscellaneous 300 300 - 300 Operations, Services 485,485 485,485 410,276 75,209 Transfers - Interfund 110,604 110,604 110,604 - Community Improvement � 1,857,104 � 1,857,104 � 1,629,490 � 227,614 (continued on the following page) 146 CITY OF DENTON, TEXAS SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE YEAR ENDED SEPTEMBER 30, 2017 EXPENDITURES: Personal Service Materials and Supplies Insurance Miscellaneous Operations, Services Transfers - Interfund Municipal Court Personal Service Materials and Supplies Maintenance and Repairs Insurance Miscellaneous Operations, Services Transfers - Interfund Finance Personal Service Materials and Supplies Insurance Miscellaneous Operations, Services Transfers - Interfund Economic Development Personal Service Materials and Supplies Maintenance and Repairs Insurance Miscellaneous Operations, Services Transfers - Interfund Fixed Assets Parks & Recreation Personal Service Materials and Supplies Maintenance and Repairs Insurance Miscellaneous Operations, Services Transfers - Interfund Fixed Assets Facilities Management Personal Service Materials and Supplies Maintenance and Repairs Insurance Operations, Services Transfers - Interfund Fixed Assets Library Budgeted Amounts Original Final Exhibit XXXIII Variance with Actual on a Final Budget - Budgetary Positive Basis (Negative) � 1,139,096 � 1,139,096 � 1,105,850 � 33,246 43,900 43,900 35,468 8,432 15,664 15,664 5,148 10,516 5,300 5,300 1,147 4,153 64,875 64,875 26,102 38,773 116,768 116,768 116,768 - 1,385,603 1,385,603 1,290,483 95,120 2,569,493 2,569,493 2,531,541 37,952 84,003 84,003 60,220 23,783 675 675 1,567 (892) 21,974 21,974 7,222 14,752 1,415 1,415 1,415 - 53,640 53,640 59,871 (6,231) 149,860 149,860 149,860 - 2,881,060 2,881,060 2,811,696 69,364 703,036 638,036 625,099 12,937 38,868 38,868 29,260 9,608 6,205 6,205 2,039 4,166 189,947 254,947 318,714 (63,76'� 2,562,049 2,562,049 2,864,174 (302,125) 37,498 37,498 37,498 - 3,537,603 3,537,603 3,876,784 (339,181) 8,201,710 8,183,375 7,538,384 644,991 869,438 872,938 707,444 165,494 864,025 848,337 747,694 100,643 164,021 164,021 53,902 110,119 - - 982 (982) 2,346,447 2,222,591 2,207,109 15,482 708,528 1,237,907 1,207,222 30,685 - - 14,194 (14,194) 13,154,169 13,529,169 12,476,931 1,052,238 1,496,774 1,496,774 1,496,730 44 43,175 43,175 48,566 (5,391) 1,013,246 904,272 878,577 25,695 21,627 21,627 7,107 14,520 1,100 1,100 2,179 (1,079) 1,296,334 1,154,334 1,133,458 20,876 154,131 405,105 405,104 1 - - 39,598 (39,598) 4,026,387 4,026,387 4,011,319 15,068 3,667,405 3,667,405 3,558,796 108,609 155,003 154,877 144,655 10,222 66,526 65,626 63,462 2,164 70,706 70,706 23,236 47,470 454,576 455,055 434,209 20,846 1,031,055 1,031,055 1,031,055 - 455,000 455,547 455,505 42 � 5,900,271 � 5,900,271 � 5,710,918 � 189,353 (continued on the following page) 147 CITY OF DENTON, TEXAS SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL GENERAL FUND FOR THE YEAR ENDED SEPTEMBER 30, 2017 EXPENDITURES: Personal Service Materials and Supplies Maintenance and Repairs Insurance Miscellaneous Operations, Services Transfers - Interfund Transportation Operations Personal Service Materials and Supplies Maintenance and Repairs Insurance Miscellaneous Operations, Services Transfers - Interfund Fixed Assets Traffic Operations Budgeted Amounts Original Final Exhibit XXXIII Variance with Actual on a Final Budget - Budgetary Positive Basis (Negative) � 279,245 � 279,245 � 287,529 � (8,284) 13,900 14,500 4,891 9,609 300 300 - 300 1,927 1,927 634 1,293 4,900 3,763 3,489 274 180,497 181,034 171,793 9,241 10,517 10,517 10,517 - 491,286 491,286 478,853 12,433 960,332 960,332 827,144 133,188 15,000 15,000 17,350 (2,350) 645,327 645,327 636,640 8,687 13,803 13,803 4,536 9,267 2,200 2,200 1,954 246 150,854 150,854 135,011 15,843 297,447 297,447 298,107 (660) - - 10,690 (10,690) 2,084,963 2,084,963 1,931,432 153,531 Materials and Supplies - - 14,169 (14,169) Operations, Services 735,000 735,000 773,272 (38,272) Street Lighting 735,000 735,000 787,441 (52,441) Personal Service 25,964,030 25,964,030 25,387,755 576,275 Materials and Supplies 302,339 303,139 339,099 (35,960) Maintenance and Repairs 186,650 186,650 191,608 (4,958) Insurance 301,604 301,604 99,116 202,488 Miscellaneous 105,862 105,862 105,755 107 Operations, Services 845,506 832,506 966,672 (134,166) Transfers - Interfund 2,150,120 2,163,120 2,163,120 - Police 29,856,111 29,856,911 29,253,125 603,786 Personal Service 907,734 907,734 815,617 92,117 Materials and Supplies 51,134 51,134 46,550 4,584 Maintenance and Repairs 20,900 20,900 19,522 1,378 Insurance 19,239 19,239 6,323 12,916 Operations, Services 408,036 408,036 427,231 (19,195) Transfers - Interfund 92,733 92,733 92,733 - Animal Services 1,499,776 1,499,776 1,407,976 91,800 Personal Service Materials and Supplies Maintenance and Repairs Insurance Miscellaneous Operations, Services Transfers - Interfund Fixed Assets Fire 23,721,567 23,721,567 23,018,428 703,139 589,403 521,184 479,273 41,911 276,000 276,800 254,912 21,888 232,931 232,931 76,547 156,384 77,485 136,565 75,383 61,182 1,175,638 1,196,638 1,232,159 (35,521) 1,159,028 1,295,407 1,295,407 0 162,508 94,348 60,601 33,747 � 27,394,560 � 27,475,440 � 26,492,710 � 982,730 (continued on the following page) 148 CITY OF DENTON, TEXAS SCHEDULE OF EXPENDITURES - BUDGET AND ACTUAL (concluded) GENERAL FUND FOR THE YEAR ENDED SEPTEMBER 30, 2017 EXPENDITURES: Personal Service Materials and Supplies Insurance Miscellaneous Operations, Services Transfers - Interfund Agency Contributions Personal Service Materials and Supplies Maintenance and Repairs Miscellaneous Operations, Services Transfers - Interfund Miscellaneous/Finance Personal Service Materials and Supplies Maintenance and Repairs Insurance Miscellaneous Operations, Services Transfers - Interfund Fixed Assets TOTAL GENERAL FUND Budgeted Amounts Original Final Exhibit XXXIII Variance with Actual on a Final Budget - Budgetary Positive Basis (Negative) � 278,230 � 278,230 � 280,271 � (2,041) 1,750 1,750 1,750 - 2,424 2,424 797 1,627 280,000 280,000 254,496 25,504 3,789 3,789 3,485 304 26,265 26,265 26,265 - 592,458 592,458 567,064 25,394 (679,976) (813,556) 31,751 (845,307) 40,000 40,000 40,081 (81) 3,200 3,200 19,033 (15,833) 224,250 245,250 211,274 33,976 2,158,125 1,705,625 1,657,974 47,651 2,233,021 6,438,194 6,320,403 117,791 3,978,620 7,618,713 8,280,516 (661,803) 82,153,642 81,765,392 79,063,242 2,702,150 2,817,221 2,731,926 2,474,466 257,460 3,120,233 2,987,709 2,848,923 138,786 1,077,319 1,077,319 354,039 723,280 1,049,338 1,189,365 1,073,635 115,730 14,233,596 13,872,209 14,104,132 (231,923) 9,365,073 14,840,288 14,664,279 176,009 617,508 549,895 580,588 (30,693) � 114,433,930 � 119,014,103 � 115,163,304 � 3,850,799 (concluded) 149 ,, ., ,;,, , , i, �„�� J �;; ;., ; < '�, �� , ,,, �, , ,, � w,i �„` 150 CITY OF DENTON, TEXAS SINGLE AUDIT REPORT FOR THE YEAR ENDED SEPTEMBER 30, 2017 CITY OF DENTON, TEXAS TABLE OF CONTENTS SEPTEMBER 30, 2017 Page Number Independent Auditors' Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Govern�nent Auditing Standards .................................................................. 1— 2 Independent Auditors' Report on Compliance for Each Major Federal and State Program, and Report on Internal Control Over Compliance in Accordance with the Uniform Guidance and The State of Texas Uniform Grant Management Standards .................................................... 3— 5 Schedule of Expenditures of Federal and State Awards .............................................................. 6— 8 Notes to Schedule of Expenditure of Federal and State Awards ................................................. 9 Schedule of Findings and Questioned Costs ............................................................................... 10 — ll Schedule of Prior Year Findings and Questioned Costs .............................................................. 12 '%IM'%/ /', � 1i%�r��/ �� ,;, IN,,,,;;,;IIII�%/w��I , II ; % ,�� //�ij/j/��I' fi;�l � ;�.. fil„ i„i/, i,,, � �` l� � � 1 � � � � � .. .� . �.�" , � � }'� { � '�►�vf � �� .�. A l_.., ,� I . . l � . �'' . �IF�'TV�IEt� PIJ��S�I�' fiwC.':C�7�t`�qlfAh�O�:S � �3lJ,�IGti.IE..��`a �:�h�.��0.�ILTPwqVT;� INDEPENDENT AUDITORS' REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS To the Honorable Mayor and Members of the City Council City of Denton, Texas We ha�e audited, in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Govern�nent Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business- type activities, each major fund, and the aggregate remaining fund information of the City of Denton, Texas as of and for the year ended September 30, 2017, and the related notes to the financial statements, which collectively comprise the City of Denton, Texas' basic financial statements, and have issued our report thereon dated March 2, 2018. Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the City of Denton, Texas' internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City of Denton, Texas' internal control. Accordingly, we do not express an opinion on the effectiveness of the City of Denton, Texas' internal control. A deficiency in internal control exists when the design or operation of a control does not allow management or employees in the normal course of performing their assigned functions, to prevent, or detect and correct misstatements on a timely basis. A�naterial weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control over financial reporting was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over financial reporting that might be material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control over financial reporting that we consider to be material weaknesses. However, material weaknesses may exist that ha�e not been identified. w� .�� °� r. a°�, �Itll A4 esr Ih�rliwitry Qi 4� �� ,. 1" ^�.h, i fr`r I Q �:,��„� z-�. ��x�a,a��. u� x�x4.pl�h+ �r,a.cr�in t�u�� ;a�u:�,� �r��; ��v,a�,�,��s��r�� ) r6�.a-O�mL.77'�2+1 �A°� �a�'�► ��;, �o°� �2 r I t� I 3��Y�(1 R,I,�aM"��1 I?Bi,9��;�^, h1� :i415 Z(�li.a9p�q. � � � � t'�'�'�, �.......� ...............�...�s�� a°��rr�rn��t�l �,�a�9�� J�i�l�l� ��i'��P° Compliance and Other Matters As part of obtaining reasonable assurance about whether the City of Denton, Texas' financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could ha�e a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit and, accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Govern�nent Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on compliance. This report is an integral part of an audit performed in accordance with Govern�nent Auditing Standards in considering the entity's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. � �� a,��.4.,0 � . � L . l_.. . � �� Waco, Texas March 2, 2018 '%IM'%/ /', � 1i%�r��/ �� ,;, IN,,,,;;,;IIII�%/w��I , II ; % ,�� //�ij/j/��I' fi;�l � ;�.. fil„ i„i/, i,,, � �` l� � � 1 � � � � � .. .� . �.�" , � � }'� { � '�►�vf � �� .�. A l_.., ,� I . . l � . �'' . �IF�'TV�IEt� PIJ��S�I�' fiwC.':C�7�t`�qlfAh�O�:S � �3lJ,�IGti.IE..��`a �:�h�.��0.�ILTPwqVT;� INDEPENDENT AUDITORS' REPORT ON COMPLIANCE FOR EACH MAJOR FEDERAL AND STATEPROGRAM AND REPORT ON INTERNAL CONTROL OVER COMPLIANCE IN ACCORDANCE WITH THE UNIFORM GUIDANCE AND THE STATE OF TEXAS UNIFORM GRANT MANAGEMENT STANDARDS To the Honorable Mayor and Members of the City Council City of Denton, Texas Report on Compiiance for Each Major Federai and State Program We ha�e audited the City of Denton, Texas' compliance with the types of compliance requirements described in the U.S. Office of Manage�nent and Budget (OMB) Co�npliance Supple�nent and the State of Texas Unifor�n Grants Manage�nent Standards that could have a direct and material effect on each of the City of Denton, Texas' major federal and state programs for the year ended September 30, 2017. The City of Denton, Texas' major federal and state programs are identified in the summary of auditor's results section of the accompanying schedule of findings and questioned costs. Management's Responsibility Management is responsible for compliance with federal and state statutes, regulations, and the terms and conditions of its federal and state awards applicable to its federal programs. Auditor's Responsibility Our responsibility is to express an opinion on compliance for each of the City of Denton, Texas' major federal and state programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Govern�nent Auditing Standards, issued by the Comptroller General of the United States; the audit requirements of Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Unifor�n Ad�ninistrative Require�nents, Cost Principles, and Audit Require�nents for Federal Awards (Uniform Guidance); and the State of Texas Single Audit Circular. Those standards, the Uniform Guidance, and the State of Texas Single Audit Circular require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could ha�e a direct and material effect on a major federal or state program occurred. An audit includes examining, on a test basis, evidence about the City of Denton, Texas' compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. w� .�� °� r. a°�, �Itll A4 esr Ih�rliwitry Qi 4� �� ,. 1" ^�.h, i fr`r I Q �:,��„� z-�. ��x�a,a��. u� x�x4.pl�h+ �r,a.cr�in t�u�� ;a�u:�,� �r��; ��v,a�,�,��s��r�� ) r6�.a-O�mL.77'�2+1 �A°� �a�'�► ��;, �o°� �2 r I t� I 3��Y�(1 R,I,�aM"��1 I?Bi,9��;�^, h1� :i415 Z(�li.a9p�q. � � � � t'�'�'�, �.......� ...............�...�s�� a°��rr�rn��t�l �,�a�9�� J�i�l�l� ��i'��P° We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal and state program. However, our audit does not provide a legal determination of the City of Denton, Texas' compliance. Opinion on Each Major Federal and State Program In our opinion, the City of Denton, Texas, complied, in all material respects, with the types of compliance requirements referred to above that could ha�e a direct and material effect on each of its major federal and state programs for the year ended September 30, 2017. Report on Internai Controi over Compiiance Management of the City of Denton, Texas is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered the City of Denton, Texas' internal control over compliance with the types of requirements that could ha�e a direct and material effect on each major federal and state program to determine auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal and state program and to test and report on internal control over compliance in accordance with the Uniform Guidance and the State of Texas Unifor�n Grant Manage�nent Standards, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of the City of Denton, Texas' internal control over compliance. A deficiency in internal control over co�npliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct noncompliance with a type of compliance requirement of a federal or state program on a timely basis. A�naterial weakness in internal control over co�npliance is a deficiency, or combination of deficiencies in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal or state program will not be prevented, or detected and corrected on a timely basis. A significant deficiency in internal control over co�npliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal or state program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that ha�e not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance and the State of Texas Unifor�n Grant Manage�nent Standards. Accordingly, this report is not suitable for any other purpose. 4 Report on Schedule of Expenditures of Federai and State Awards Required by the Uniform Guidance and the State of Texas Uniform Grant Management Standards We ha�e audited the financial statements of the City of Denton, Texas as of and for the year ended September 30, 2017, and ha�e issued our report thereon dated March 2, 2018, which contained unmodified opinions on those financial statements. Our audit was conducted for the purpose of forming opinions on the financial statements as a whole. The accompanying schedule of expenditures of federal and state awards is presented for purposes of additional analysis as required by the Uniform Guidance and the State of Texas Unifor�n Grant Manage�nent Standards and is not a required part of the financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the schedule of expenditures of federal and state awards is fairly stated, in all material respects, in relation to the basic financial statements as a whole. ` �};�, L . L.�. �a� �.o � '� ►�� ) Waco, Texas March 2, 2018 CITY OF DENTON, TEXAS SCHEDULE OF EXPENDITURES OF FEDERAL AND STATE AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2017 Federal Grantor/ Pass-Through Grantor/ Program Title Federal Awards U.S. De�artment of A�riculture Passed throueh Texas De�artment of Health and Human Seivices 2014 Fas-mers Market Promotion Program Total U.S. Department of Agriculture U.S. De�artment of Housine and Urban Develo�ment Direct Awards Community Development Block Grant Community Development Block Grant Community Development Block Grant Community Development Block Grant Community Development Block Grant Subtotal - CFDA #14.218 Home Investment Partnerships Program Home Investment Partnerships Program Home Investment Partnerships Program Home Investment Partnerships Program Home Investment Partnerships Program Home Investment Partnerships Program Home Investment Partnerships Program Home Investment Partnerships Program Subtotal - CFDA #14.239 Passed Throueh Texas De�artment of Housine and Communitv Affairs 2016-17 Emergency Solution Grant Total Texas Department of Housing and Community Affairs Total U.S. Department of Housing and Urban Development U.S. De�artment of Justice Direct Awards U.S. Marshals Violent Offenders Task Force 2016 Byine Justice Assistance Grant Equitable Sharing Agreement & Certification Total U.S. Department of Justice Grant I.D. Number 14-FMPPX-TX-0160 B-13-MG48-0036 B-14-MG48-0036 B-15-MG48-0036 B-16-MG48-0036 B-17-MG48-0036 M-10-MG48-0223 M-ll-MG48-0223 M-12-MG48-0223 M-13-MG48-0223 M-14-MG48-0223 M-15-MG48-0223 M-16-MG48-0223 M-17-MG48-0223 42150002701 VOTF 2016-DJ-BX-0710 TX0610200 Federal Passed CFDA Through to Number Expenditures Subrecipients 10168 $ 15,059 $ 15,059 14.218 8,024 14.218 13,399 14.218 91,272 14.218 492,488 14.218 46,ll8 651,301 14.239 14.239 14.239 14.239 14.239 14.239 14.239 14.239 1,820 42,150 2,807 24,915 102,191 153,507 3,590 330,980 5,432 99,359 104,791 ( 1,344) ( 12,656) ( 14,000) 14.231 ll7,311 ll7,3ll ll7,311 ll7,3ll 1,099,592 208,102 16.000 28,000 16.738 19,398 16.922 6,250 53,648 CITY OF DENTON, TEXAS SCHEDULE OF EXPENDITURES OF FEDERAL AND STATE AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2017 Federal Grantor/ Pass-Through Grantor/ Program Title U.S. Department of Transportation Passed throu�h Texas Department of TransportaYion State and Community Highway Safety Grant Traffic Signal Construction Grant Evers Park Bridge & Trail Grant Total Texas Department of TransportaYion Passed throueh Texas De�t. of Trans�ortation Aviation Division Aiiport West Side Runway Grant Total Texas Dept. of Transportation Aviation Division Total U.S. Department of Transportation Institute of Museum and Libraiv Seivices Passed throueh Texas State Libraiv and Archives Commission (TSLAC) Interlibraiy Loan Program (ILL) Total National Endowment for the Humanities U.S. De�artment of Health and Human Seivices Passed throueh Texas Health and Human Seivices Commission Ambulance Seivices - Uncompensated Care Cost Total U.S. Department of Health and Human Seivices U.S. De�artment of Homeland Securitv Passed throueh Texas A&M Enaneerine Extension Office National Urban Search & Rescue Response System Passed throueh Texas De�t. of Public Safetv's Texas Division of Emereency Manaeement Disaster Grants - Public Assistance - TEMAT Passed throueh Texas De�t. of Public Safetv's Texas Intrastate Fire Mutual Aid S, �� Disaster Grants - Public Assistance - TIFMAS Passed throueh Citv of Ocala Disaster Grants - Public Assistance - HuiYicane Irma Subtotal - CFDA #97.036 Passed throueh Texas De�artment of Public Safetv Emergency Management Perfoimance Grant 2015 StaYe Homeland Secuiity Program Total Texas Department of Public Safety Total U.S. Department of Homeland Secuiity Total Expenditures of Federal Awards Grant I.D. Number 2017-DentonPD-S-IYG-0044 0134-09-034 0918-46-273 N/A LS-00-16-0044-16 000083801 47-100769 N/A N/A N/A 17TX-EMPG-0122 EMW-2015-SS-00080 % Federal Passed CFDA Through to Number Expenditures Subrecipients 20.600 $ 69,397 $ 20.205 155,844 20.205 1,086,685 1,311,926 20106 654,175 - 654,175 - 1,966,101 - 45.310 20,246 - 20,246 - 93.778 958,281 - 958,281 - 97.025 245,256 - 97.036 134,237 - 97.036 306,714 - 97.036 455,495 - 896,446 - 97.042 43,956 - 97.067 127,672 - 171,628 - 1,313,330 - $ 5,426,257 $ 208,102 CITY OF DENTON, TEXAS SCHEDULE OF EXPENDITURES OF FEDERAL AND STATE AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2017 Pass-Through Grantor/ Program Title State Awards Texas Department of Transportation Auport Maintenance Grant RTR - Mayhill Road From IH35 East to US 380 RTR - Bonnie Brae Road - From IH35 East to US 377 RTR - ITS Communication Trunk Lines Hickoiy Creek Road Proj ect N TX Blvd Roundabout McKinney Street (Formerly FM 426) Subtotal Texas Dept. of StaYe Health Seivices Tobacco Prevention Grant Subtotal Texas Commission on Environmental Quality Texas Emission Reduction Plan Rebate Grant Total Texas Commission on Environmental Quality North Central Texas Council of Goveinments High Speed Grinder Grant Low Speed Grinder Grant Regional HHW Drop-Off Facility Proj ect Grant Total North Central Texas Council of Goveinments Office of the Texas Attoiney General Chapter 59 AssetForfeitures Total Office of the Texas Attoiney General Texas A&M En ing eering Extension Office Urban Search and Rescue Response System Total Texas A&M Engineering Extension Office Texas Intrastate Fire Mutual Aid System by Texas A&M Forest Seivice Confined Space Training Tuition Rope Rescue I Training Tuition Rope Rescue II Training Tuition Strategy Tactics Training Tuition Vehicle Rescue Tech Training Tuition Swift Water Rescue Training Tuition Total Texas Intrastate Fire Mutual Aid System by Texas A&M Forest Seivice Texas Comptroller of Public Accounts Law Enforcement Officer Standards & Education-Peace Officer Allocation Law Enforcement Officer Standards & Education-Live Buin Training NCTC Reimbursement for Sexual Assault Examinations Total Texas Comptroller of Public Accounts Total Expenditures of State Awards Total Federal and State Financial Assistance Expended Grant I.D. Number M1718DNT0 0918-46-246 0918-46-245 0918-46-244 0918-46-290 0918-46-281 0918-46-298 120 582-15-566ll-0978 g 17-04-C301 17-04G01 16-04-01 N/A 47-100769 1990 1990 1990 1990 1990 1990 N/A N/A N/A Passed Through to Expenditures Subrecipients $ 50,000 $ 2,765,024 2,760,918 28,067 2,294 11,805 138 5,618,246 7,350 - 7,350 - ll2,667 - ll2,667 - 131,694 - 150,000 - 188,2ll - 469,905 - ll9,103 - ll9,103 - 96,885 - 96,885 - 750 - 750 - 1,125 - 1,000 - 2,345 - 1,920 - 7,890 - 12,108 - 2,858 - 51,891 - 66,857 - $ 6,498,903 $ - $ 11,925,160 $ 208,102 CITY OF DENTON, TEXAS NOTES TO SCHEDULE OF EXPENDITURES OF FEDERAL AND STATE AWARDS FOR THE YEAR ENDED SEPTEMBER 30, 2017 1. GENERAL The accompanying schedule of expenditures of federal and state awards presents the activity of all applicable federal and state awards of the City of Denton, Texas. The City's reporting entity is defined in Note I to the City's basic financial statements. Federal and state awards received directly from federal and state agencies as well as federal and state awards passed through other government agencies are included in the respective schedule. 2. BASIS OF ACCOUNTING The accompanying schedule of expenditures of federal and state awards is presented using modified accrual basis of accounting, which is described in Note I to the City's basic financial statements. 3. RELATIONSHIP TO FEDERAL FINANCIAL REPORTS Grant expenditures reports as of September 30, 2017, which ha�e been submitted to grantor agencies will, in some cases, differ slightly from amounts disclosed herein. The reports prepared for grantor agencies are typically prepared at a later date and often reflect refined estimates of year-end accruals. The reports will agree at termination of the grant as the discrepancies noted are timing differences. 4. NEGATIVE AMOUNTS Pass-through amounts that were recorded as expenditures in prior years have been refunded to the City by subrecipients. As a result of this, the affected grants reflect a negative balance on the Schedule of Expenditures of Federal and State Awards. 5. INDIRECT COSTS The City has not elected to use the 10% de minimis indirect cost rate as allowed in the Uniform Guidance, Section 414. CITY OF DENTON, TEXAS SCHEDULE OF FINDINGS AND QUESTIONED COSTS FOR THE YEAR ENDED SEPTEMBER 30, 2017 Section L• Summarv of the Auditors' Resuits Financiai Statements: An unmodified opinion was issued on the financial statements. Internal control over financial reporting: Material weakness(es) identified? Significant deficiency(ies) identified that are not considered a material weakness? Noncompliance material to financial statements noted? Federai and State Awards: Internal control over maj or programs: Material weakness(es) identified? Significant deficiency(ies) identified that are not considered a material weakness? Type of auditors' report issued on compliance for major federal and state programs Any audit findings disclosed that were required to be reported in accordance with 2 CFR 200.516(a) or the Uniform Grant Management Standards? Identification of major federal and state programs: Federal: 20205 Highway Planning and Construction 97.036 Disaster Grants - Public Assistance State: RTR Transportation Projects The dollar threshold used to distinguish between type A and type B federal programs. The dollar threshold used to distinguish between type A and type B state programs. Low risk auditee statement 10 No None reported No No None reported Unmodified None $750,000 $300,000 The City was classified as a low-risk auditee in the context of 2 CFR 200 and was not classified as a low-risk auditee in the context of the state of Texas Uniform Grant Management Standards. CITY OF DENTON, TEXAS SCHEDULE OF FINDINGS AND QUESTIONED COSTS (Continued) FOR THE YEAR ENDED SEPTEMBER 30, 2017 Findings Relating to the Financiai Statements Which Are Required To Be Reported in Accordance with Generally Accepted Government Auditing Standards None Findings and Questioned Costs for Federai and State Awards None 11 �.V.N„�, �)I . . , Z.t'� F r�2'd-:h;T�V�'�'Ei' •�E14rT+C�s�,; TE:'�-�.S' ''i5��1 * �9'-1�7) �'-;P9-8�t7t7 * F:��'(9.F0� .�'-19—=��J,S None SCHEDULE OF PRIOR YEAR FINDINGS AND RESPONSES FOR THE YEAR ENDED SEPTEMBER 30, 2017 12 // IM�%/ f/a � ,'%//jll /i i �N,,,,,,,�� II� %%wl�� ;,,, � % 11 ii��,� % „ �i ��i� %�i, /i� ii��l „/,. �� r �. �. c�, �� c� r�f � �� a i �A r,.� a..,�.�7. �IF�'TV�IEt� PIJ��S�I�' fiwC.':C�7�t`�qlfAh�I�:S � �3lJ,�IGti.IE..��`a �:�h�..��0.�ILTPwqVT;� The Honorable Mayor and Members of the City Council City of Denton, Texas We ha�e audited the financial statements of the City of Denton, Texas (City) as of and for the year ended September 30, 2017, and ha�e issued our report thereon dated March 2, 2018. Professional standards require that we advise you of the following matters relating to our audit. Our Responsibility in Relation to the Financiai Statement Audit As communicated in our engagement letter dated July 18, 2017, our responsibility, as described by professional standards, is to form and express opinions about whether the financial statements that ha�e been prepared by management with your oversight are presented fairly, in all material respects, in accordance with accounting principles generally accepted in the United States of America. Our audit of the financial statements does not relieve you or management of your respective responsibilities. Our responsibility, as prescribed by professional standards, is to plan and perform our audit to obtain reasonable, rather than absolute, assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, as part of our audit, we considered the internal control of the City of Denton, Texas solely for the purpose of determining our audit procedures and not to provide any assurance concerning such internal control. We are also responsible for communicating significant matters related to the audit that are, in our professional judgment, relevant to your responsibilities in overseeing the fmancial reporting process. However, we are not required to design procedures for the purpose of identifying other matters to communicate to you. Pianned Scope and Timing of the Audit We conducted our audit consistent with the planned scope and timing we previously communicated to you. Compiiance with Ali Ethics Requirements Regarding Independence The engagement team, others in our firm, and, as appropriate, our firm have complied with all relevant ethical requirements regarding independence. ��,�r:a�., �u�� ttu� ��e�,r NIK�zh��,d�� i�r`,.uA�a I�°�.u;a ad�i➢db �.a i r d'�".��I��ftll ��srxr dw p �a4Ma•pto e.c•atuii U�l9F �V:6"�P4i"+Il��b "��fil��l�,9'"b�, ��'"�� rP,wl�.slR.r� RSS .u,�.��4�a.aT:, �ir'� `?>V ;�Ml.;t�a�r �°��,9��'T�,�� AI�,N�'�'„�b'I•�, �'�iW� ;,�d X: w�? P d w::� �d �i�f, �, Mu �., , � � W . � As part of the engagement we assisted in preparing the schedule of expenditures of federal and state awards of the City of Denton, Texas in conformity with U.S. generally accepted accounting principles based on information provided by you. These nonaudit services do not constitute an audit under Govern�nentAuditing Standards and such services were not conducted in accordance with Govern�nentAuditing Standards. In order to ensure we maintain our independence for performing these nonaudit services certain safeguards were applied to this engagement. Management assumed responsibility for the schedule of expenditures of federal and state awards and any other nonaudit services we provided. Management acknowledged, in the management representation letter, our assistance with the preparation of the schedule of expenditures of federal and state awards and that these items were reviewed and approved prior to their issuance and accepted responsibility for them. Further, the nonaudit services were overseen by an individual within management that has the suitable skill, knowledge, or experience; evaluated the adequacy and results of the services; and accepted responsibility for them. Qualitative Aspects of the Entity's Significant Accounting Practices Significant Accounting Policies Management has the responsibility to select and use appropriate accounting policies. A summary of the significant accounting policies adopted by the City of Denton, Texas is included in Note 1 to the financial statements. The City implemented GASB Statement No. 77, "Ta� Abate�nentDisclosures". This statement requires governments entering into t� abatement agreements to provide certain disclosures regarding these commitments such as descriptions of the agreements, the amounts abated, and any additional commitments by the governments in addition to abatements. The Statement only effets the notes to the financial statements. See note IV for disclosure requirements. No matters ha�e come to our attention that would require us, under professional standards, to inform you about (1) the methods used to account for significant unusual transactions and (2) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus. Significant Accounting Esti�nates Accounting estimates are an integral part of the financial statements prepared by management and are based on management's current judgments. Those judgments are normally based on knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ markedly from management's current judgments. The most sensitive accounting estimates affecting the financial statements are: Management's estimate of the allowance for uncollectible property taxes receivable is based on a historical collection rate of outstanding property taxes. We evaluated the key factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole. Management's estimate of the accumulated depreciation is based on the related estimated useful lives of capital assets. We evaluated the key factors and assumptions used to develop these estimates in determining that it is reasonable in relation to the financial statements taken as a whole. Management's estimate of the allowance for uncollectible accounts for ambulance receivables is based on a historical rate of ambulance receivables. We evaluated the key factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole. Management's estimate of the allowance for uncollectible trade accounts receivable is based on a historical rate of trade accounts receivable. We evaluated the key factors and assumptions used to develop the allowance for uncollectible trade accounts receivable in determiniug that it is reasonable in relation to the financial statements taken as a whole. Management's estimate of the allowance for uncollectible court fines and fees receivable is based on a historical collection rate of outstanding court fines and fees. We evaluated the key factors and assumptions used to develop the allowance in determining that it is reasonable in relation to the financial statements taken as a whole. Management's estimate of the net pension liabilities and net OPEB obligation are based on actuarial assumptions which are determined by the demographics of the plan and future projections that the actuary makes based on historical information of the plan and the investment market. We evaluated the key factors and assumptions used to develop the net pension liabilities and net OPEB obligation and determined that it is reasonable in relation to the basic financial statements taken as a whole and in relation to the applicable opinion units. Management's estimate for closure and post-closure costs for the municipal land fill were based upon an engineering study performed by Burns & McDonnell. We evaluated the key factors and assumptions used to develop the estimate of the closure and post-closure costs in determining that they are reasonable in relation to the financial statements as a whole. Financial State�nent Disclosures Certain financial statement disclosures involve significant judgment and are particularly sensitive because of their significance to financial statement users. The most sensitive disclosures affecting the City's financial statements relate to the pension liabilities, net OPEB obligation, and the landfill post-closure costs liability. The disclosures in the financial statements are neutral, consistent, and clear. Significant Difficuities Encountered during the Audit We encountered no significant difficulties in dealing with management relating to the performance of the audit. Uncorrected and Corrected Misstatements For purposes of this communication, professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that we believe are trivial, and communicate them to the appropriate level of management. Further, professional standards require us to also communicate the effect of uncorrected misstatements related to prior periods on the relevant classes of transactions, account balances or disclosures, and the financial statements as a whole and each applicable opinion unit. Management has corrected all immaterial and trivial misstatements. In addition, professional standards require us to communicate to you all material, corrected misstatements that were brought to the attention of management as a result of our audit procedures. None of the misstatements identified by us as a result of our audit procedures and corrected by management were material, either individually or in the aggregate, to the financial statements taken as a whole or applicable opinion units. Disagreements with Management For purposes of this letter, professional standards define a disagreement with management as a matter, whether or not resolved to our satisfaction, concerning a financial accounting, reporting, or auditing matter, which could be significant to the City's financial statements or the auditor's report. No such disagreements arose during the course of the audit. Representations Requested from Management We ha�e requested certain written representations from management, which are included in the management representation letter dated March 2, 2018. Management's Consuitations with Other Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters. Management informed us that, and to our knowledge, there were no consultations with other accountants regarding auditing and accounting matters. Other Significant Matters, Findings, or Issues In the normal course of our professional association with the City, we generally discuss a variety of matters, including the application of accounting principles and auditing standards, operating and regulatory conditions affecting the entity, and operational plans and strategies that may affect the risks of material misstatement. None of the matters discussed resulted in a condition to our retention as the City's auditors. Significant Forthcoming Accounting Standards Accountin� and Financial Reporting for Poste�nplov�nent Benefits Other Than Pensions Governmental Accounting Standards Board Statement No. 75 ("GASB 75"), Accounting and Financial Reportingfor Poste�nploy�nentBenefits Other Than Pensions, is effective for periods beginning after June 15, 2017. The primary objective of GASB 75 is to improve accounting and financial reporting by state and local governments for postemployment benefits other than pensions (other postemployment benefits or "OPEB"). It also improves information provided by state and local governmental employers about financial support for OPEB that is provided by other entities. This Statement replaces the requirements of Statements No. 45, Accounting and Financial Reporting by E�nployers for Poste�nploy�nent Benefits Other Than Pensions, as amended, and No. 57, OPEB Measure�nents by Agent E�nployers and Agent Multiple-E�nployer Plans. These new standards relate only to the accounting and reporting of OPEB plans within the GAAP based financial statements of governmental entities. They do not establish requirements as to the actual funding of these benefits. Those decisions are left to management and the governing body. This Statement may have a material impact on recorded OPEB liabilities compared to application of current standards. Your processes should be updated to incorporate the new information requirements and the City should begin to gather information now to determine the future impacts on financial reporting. Restriction on Use This report is intended solely for the information and use of the City Council of the City of Denton, Texas and management of the City of Denton, Texas and is not intended to be, and should not be, used by anyone other than these specified parties. �a�1�'�.�o, '� ►�.�ou�nn Waco, Texas March 2, 2018 ` �};�, L . 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McKinney St. Denton, Texas 76201 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� Legislation Text File #: ID 18-369, Version: 1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding nominations and the appointment of a Member to the Board of Directors of the Denton County Transportation Authority to include a discussion on the composition of the existing Board of Directors. City of Denton Page 1 of 1 Printed on 3/2/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� __ City of Denton �_ — _ city xall `�t� Illllllllllllllll�l�uuuuuul�l�ll 215 E. McKinney Street � Denton Texas � � www.cityofdenton.com DEPARTMENT: AGENDA INFORMATION SHEET Transportation CM/ DCM/ ACM: Mario Canizares DATE: March 6, 2018 SUBJECT Receive a report, hold a discussion, and give staff direction regarding nominations and the appointment of a Member to the Board of Directors of the Denton County Transportation Authority to include a discussion on the composition of the existing Board of Directors. BACKGROUND Mr. Richard Huckaby was appointed to the Board of Directors of the Denton County Transportation Authority (DCTA) as the City of Denton Representative by City of Denton Resolution 2011-048 on December 6, 201 l. During his tenure on the DCTA Board Mr. Huckaby has engaged in various subcommittees and has served in multiple leadership roles to include Board Secretary, current Chair of the Finance Committee and is currently serving as the Vice-Chair of the Board. In December 2017, Mr. Huckaby expressed his interest to staff in continuing to serve the citizens of Denton on the DCTA Board. Mr. Huckaby is a long-term resident of Denton, teaches national and state government at North Central Texas College, served as the Corinth City Manager from 1993 to 200 and retired from the United States Marine Corps as a Brigadier General. The current two-year term for the City of Denton Representative and First Alternate has expired, however, the appointee may serve in an official capacity until replaced. Mr. Guy McElroy, former City of Denton Council Member, currently serves as the first alternate and has expressed his interest to continuing serving as the Alternate. At the February Mobility Committee meeting, staff was directed to place the DCTA Board nomination on the March 6, 2018, City Council Work Session agenda with the intent to provide an opportunity to consider additional nominations and discuss the DCTA Board composition. On February 16, 2018, City Council was provided an Informal Staff Report (Exhibit 4) outlining the composition of the DCTA Board of Directors which has a total of 14 members. The report outlined that Denton was one of three Participating Members that have dedicated a �/z-cent sales tax to DCTA. The other two Participating Members are Highland Village and Lewisville. Participating Member cities also have a weighted vote known as the 2/3-Vote. This clause requires a vote by two of the three Participating Member cities Board action on critical issues, typically financial in nature. The specific 2/3 vote issues are defined in Exhibits 4 and Exhibit 5. Each Denton County municipality with a population over 17,000 may appoint a representative to the DCTA Board, currently eight. These cities are: Corinth, Denton, Flower Mound, Frisco, Highland Village, Lewisville, Little Elm, and The Colony. Three members representing municipalities with populations between 500 and 17,000 are designated by the County Judge subsequent to being nominated by their respective communities and votes cast by each community. Three members are appointed by a vote of the Denton County Commissioners Court, two of which must reside in unincorporated areas of the county. OPTIONS l. Reappoint Richard Huckaby as the Primary City of Denton Representative on the DCTA Board of Directors and reappoint Guy McElroy as the Alternate. 2. Consider additional nominations for both the Primary and Alternate Representatives to the DCTA Board of Directors. 3. Take no action at this time. Current representatives may continue to serve. ESTIMATED SCHEDULE OF PROJECT Board nominations could be placed on the March 20, 2018, Denton City Council Agenda. Board appointees would become effective immediately and continue through November 12, 2019 or until Council reappoints a replacement. PRIOR ACTION/REVIEW (Council, Boards, Commissions) December 6, 2011- Mr. Huckaby was appointed to the DCTA Board by Resolution 2011-048. Februarv 16, 2018 -Informal Staff Report 2018-018 was submitted as part of the Friday Report. Februarv 21, 2018 - the Mobility Committee considered the nomination of Richard Huckaby as the Primary Representative to the DCTA Board of Directors. No action taken. FISCAL INFORMATION N/A 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: 1.6 Collaborate with local, regional, state, and federal partners EXHIBITS 1. Agenda Information Sheet 2. DCTA letter dated November 14, 2017 3. Resolution 2011-048 4. Informal Staff Report 2018-018, dated February 16, 2018 5. PowerPoint Presentation dated March 6, 2018 Respectfully submitted: Mark Nelson Transportation Director November 14, 2017 Jennifer Walters City Secretary for City of Denton 215 East McKinney Street, Suite 100 Denton, Texas 76201 Dear Ms. Walters: This letter is in reference to Mr. Richard Huckaby's December 15, 2011 appointment to the Denton County Transportation Authority Board by Resolution number R2011-048. In accordance with the By-laws of the Denton County Transportation Authority, I am notifying you that Mr. Huckaby's two-year term will expire in November of 2017. Although the representative of the City of Denton will continue to serve until a successor is named, we are providing you with this notice so that you might formally review your appointment. The qualifications for board members are attached. The City of Denton has been well represented on the Board and we look forward to continuing our working relationship with the City of Denton through your appointed representative to the Board of Directors. Sincerely, �. � „iames C. Cline, Jr., P.E, President Attachment: Qualifications for DCTA Board Members �"V.w°n II��!�ar� "�'�"u .�� II m;roP��u��n��uQVi , �"�, ��u�V�i�� t �:`Rro'�� ii"M°� ��+d.�G_'Y ��'��"�,;� ,�,r� ,��"��p �b'i��:`�m�n"o� °.�.�"�.u�a*'�: c:ldocuments and settingsljerichar\desktoplresolution dcta bd alternate appointment november 2011 (2).doc RESOLUTION NO. R2011-048 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS, APPOINTING A MEMBER TO THE BOARD OF DIRECTORS OF THE DENTON COUNTY TRANSPORTATION AUTHORITY; APPOINTING A FIRST ALTERNATE TO THE BOARD OF DIRECTORS OF THE DENTON COUNTY TRANSPORTATION AUTHORITY; PROVIDING A REPEALER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Section 460.054(b)(1) of the Transportation Code authorizes the governing body of the City of Denton to appoint one member to the Board of Directors (the "Authority Board") of the Denton County Transportation Authority (the "Authority"); and WHEREAS, the tertn of Richard Moore as the City of Denton, Texas member of the Authority Board expired as of November 12, 2011 and the City Council of the City of Denton deems it in the public interest to appoint a member to the Authority Board to serve the term to expire on November 12, 2013. NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The findings and recitations contained in the preamble of this Resolution are incorporated herein by reference. SECTION 2. Richard Huckaby is hereby appointed as a member to the Authority Board as a representative for the City of Denton, Texas to serve in such capacity for the term expiring November 12, 2013. Mr. Huckaby is qualified to serve on the Authority Board as having professional experience in the field of transportation, business, government, engineering or law. SECTION 3. Guy McElroy is hereby appointed as First Alternate to the Authority Board as a representative for the City of Denton, Texas to serve in such capacity far the term expiring November 12, 2013. Mr. McElroy is qualified to serve on the Authority Board as having professional experience in the field of transportation business, government, engineering or law. SECTION 4. The City Manager is hereby authorized to send a certified copy of this Resolution to appropriate officials of the Authority. SECTION 5. All previous resolutions and orders or parts of resolutions or orders in force when the provisions of this Resolution become effective which are inconsistent or in conflict with the terms or provisions contained in this Resolution are hereby repealed to the extent of any such conflict. SECTION 6. This Resolution shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the � day of ✓'�/�� 2011. , s:llegallour documents�resolutions111�resolution dcta bd alternate appointment november 201 I.doc ATTEST: JENNIFER WALTERS, CITY SECRETARY : �., � � � %, ,� �l , - APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: ' c Page 2 of 2 Date: February 16, 2017 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT: Report No. 2018-018 Denton County Transportation Authority (DCTA) Board composition and voting rights. BACKGROUND: Council recently requested information regarding DCTA Board of Director's membership and voting rights. DCTA is governed by a 14-member board appointed by respective entities. Large cities, small cities, and at-large members serve two-year terms. DISCUSSION: There are three member cities (Participating Members) that have dedicated a �/z-cent sales tax to DCTA. These Participating Members are Denton, Highland Village, and Lewisville. Each Denton County municipality with a population over 17,000, currently eight, may appoint a representative to the Board: Corinth, Denton, Flower Mound, Frisco, Highland Village, Lewisville, Little Elm, and The Colony. Three members representing municipalities with populations between 500 and 17,000 are designated by the County Judge subsequent to being nominated by their respective communities to serve on the Board. Three members are appointed by Denton County Commissioners Court, two of which must reside in unincorporated areas of the county. Each member of the DCTA Board has an equal vote except for specific policy issues and matters involving financial commitment. In these situations, "an action of the Board of Directors requires an affirmative vote of a majority of the Directors, but not less than five (5) Directors present and voting" and two-thirds of the Participating Members vote is required. Thus, two of the following municipalities, Denton, Highland Village or Lewisville are required for action on any votes on the following issues: • A capital expenditure; • Operating or maintenance expenditure for a capital asset; • Material change of the service plan; • Amendment of the bylaws; • The approval of a comprehensive development agreement (CDA) or similar financial contractual obligation for a purpose not an express commitment of the DCTA Service Plan; • The approval of a contract or other agreement between the DCTA and a municipality or other governmental authority located within the A-Train Corridor for participation in DCTA; or • The formation of a local government corporation, contracting with, joining or becoming a member or owner of a local government corporation. Date: February 16, 2017 Report No. 2018-018 A copy of the Denton County Transportation Authority Bylaws (Revised September 26, 2016) have been attached for reference. Article III, Section 2 of the Bylaws outlines the number and composition of the DCTA Board and Article III, Section outlines voting. Additional information regarding the DCTA Board of Directors is available on DCTA's website: ��ttq;a,� ll�r�v�r ��t� �� t/��r��au�t �;�t�/��t� l�r��a�;r� ��ar��t��a��/l�r��a�r�� a� �:�.;r� �t��ar.�. ATTACHMENT 1. DCTA Bylaws — Dated September 22, 2016 2. DCTA Sales Tax Allocation Summary (Five-year history) STAFF CONTACT: Mark Nelson Director of Transportation/Aviation (940) 349-7702 i�lla;�;�� 1�I�1�;cur�:..��".�:�.�.�..�;i�;�r��cur�:..:.�;.�:a:��, DENTON COUNTY TRANSPORTATION AUTHORITY BYLAWS Adopied January 3, 2002 (rev. February 13, 2004, Ociober 26, 2006, Sepiember 27, 2007, December 17, 2009, November 17, 2011, Apri125, 2013, Sepiember 26, 2013, February 16, 2016, and Sepiember 22, 2016) DENTON COUNTY TRANSPORTATION AUTHORITY BYLAWS, ARTICLE I NAME Section l. Name. The name of the authority shall be the Denton County Transportation Authority ("Authority"). Section 2. Authorization. These Bylaws are adopted pursuant to authority granted in Section 460.204(c)(2) of the Texas Transportation Code ("Code"). In the event of any conflict between these Bylaws and the Code or other applicable laws of the State of Texas, such laws shall be controlling. In the event any provision of these Bylaws shall be determined to be invalid, the remainder of these Bylaws shall nevertheless remain in force and effect. Section 3. Definitions. (a) Alternate Member. Alternate Board Member shall mean a person appointed to serve in the absence of the regular appointed member of the Board of Directors representing such city. (b) Board Member. Board Member means and includes appointed or elected members of the Board of Directors, as well as alternate board members serving in the absence of appointed board members. (c) Capital Asset. Land, a fixture attached to land, or an item of personal property that meets all of the following criteria: (1) the cost of acquisition or the cost of improvement of such property exceeds $5,000; (2) the expected useful life of the property when acquired is more than 1 year or the extension of the useful life of the property as a result of the improvement is more than 1 year; (3) the property retains its original shape and appearance with use; and (4) the property is nonexpendable (meaning that if the property is damaged or some of its constituent parts are lost or worn out, it is usually more economical to repair the property than to replace it with an entirely new unit). (d) Capital Expenditure. Expenditure made to acquire or improve one or more Capital Assets and includes the acquisition and/or improvement of real property. (e) Executive Committee. Executive Committee shall mean the committee appointed by the DCTA Chair consisting of the Directors as set forth in Article III, Section 9 (c). (f) Financial Participating Member. A Financial Participating Member shall mean a municipality that has imposed the transit sales and use tax authorized by Chapter 460 of the Transportation Code or which has contracted with DCTA for financial participation through tax increment payments as provided by Subchapter I, Chapter Page 1 460 of the Transportation Code, and which is entitled to ha�e a Director on the DCTA Board of Directors. ARTICLE II OFFICES Section l. Principal Office. The principal office of the Authority shall be in Denton County, Texas. Section 2. Additional Offices. Authority also may have offices at such other places as the Authority from time to time may determine or as the activities of Authority may require. ARTICLE III BOARD OF DIRECTORS Section l. General Powers. The responsibility for the management operation and control of the Authority and its properties is vested in the Board of Directors. [Section 460.401]. Section 2. Number and Composition. The Board of Directors is composed of: (a) One member appointed by the governing body of each municipality with a population of 17,000 or more that is located in the county; (b) Three members appointed by the Commissioner's Court of Denton County, two of whom must reside in the unincorporated area of the county; and ��," � Three members to be designated by the remaining municipalities with a population of more than 500 but less than 17,000 located in the Denton County. These three members will be selected according to provisions of the Code. [Section 460.054(c)] . (d) One member annointed bv the �overnin� bodv of each municinalitv in the countv with a t�ot�ulation of more than 500 but less than 17.000 that: (i) desi�nates a t�ublic transt�ortation financin� area under Section 460.603: (ii) enters into an a�reement with the Authoritv to nrovide nublic transt�ortation services in the t�ublic financin� area under Subchat�ter I Chapter 460: and (iii) did not at�t�rove the desi�,nation of anv member desi�nated under Section 2 (cl above. Page 2 (e) Member appointed by the governing body of a municipality that was entitled to appoint a member under Section 460.054 (b)(1) of the Code before the effective date of an increase in the population threshold. (Section 460.2015) The Board of Directors may increase the population threshold amounts stated in Section 460.054(b)(1) in increments up to 5,000 each year. A municipality that appointed a member to the Board of Directors according to the provisions of Section 460.054(b)(1) of the Code prior to any increase in population threshold is grandfathered and may continue to appoint a member to the Board of Directors. (� Appointing entities may appoint a member to the Board of Directors and may also provide for the appointment of one alternate to serve in the absence of the appointed member. An Alternate Member may attend Board and committee meetings but shall not vote on any matter before the Board or committee or participate in any discussion in matters before the Board or a committee except when serving in place of the regular Board of Directors member [Section 460.054(b)(1)]. Appointing entities shall notify the Authority in writing of the appointment, reappointment, resignation or removal of an Alternate Member. Section 3. Eligibility. (a) To be eligible for appointment to the Board of Directors, a person must� have professional experience in the field of transportation, business, government, engineering or law: and (iil reside: (Al within the territory of the Authority� or B outside the territorv of the authoritv in a municibalitv that is located bartiv in the territorv of the Authoritv. [Section 460.202]. (b) Three consecutive unexcused absences of a Director at a noticed Board of Directors meeting or the death, resignation or inability to serve shall create a vacancy. Section 4. Vacancy. A vacancy on the Board of Directors is filled in the same manner as the original appointment to the Board of Directors. [Section 460.201(c)]. Section 5. Terms. The term of office for a member of the Board of Directors is two years. A vacancy on the Board of Directors is filled in the same manner as the original appointment to the Board of Directors to fill the unexpired portion of such term of office, except as provided by Section 460.2015 of the Code for grandfathered municipalities. Section 6. Meetings. The Board of Directors shall hold at least one regular meeting each month. [Section 460.055(c)]. Special meetings of the Authority may be called by the Chair or Vice-Chair as necessary. [Section 460204(b)]. Section 7. Quorum. Five members constitute a quorum for purpose of conducting business. [Section 460205(a)]. Section 8. Notice. All meetings of the Authority and its committees shall be in compliance with Texas Open Meetings Act. [Section 460.102(a)(1)]. Page 3 Section 9. Committees (a) The Chair of the Board may appoint such committees as from time to time may be deemed necessary and appropriate. The committee shall not have any power or authority to act on behalf of the Denton County Transportation Authority. The Chair will designate the chair of each committee, which will be comprised of at least three Board of Directors members, and will serve as an ex officio member of each committee. (b) The committee shall report its discussions or recommendations, subsequent to its meeting, to the next Board of Directors meeting. [Section 460.401]. (c) The Executive Committee shall consist of the four (4) officers of the Board of Directors, and the Chair may appoint one additional eligible Director of the Board of Directors to the Executive Committee. Notwithstanding the foregoing, no member of the Board of Directors, who is an employee of the governmental unit appointing such a person to the Board of Directors, may serve on the Executive Committee. Section 10. Voting. (a) An action of the Board of Directors requires an affirmative vote of a majority of the Directors, but not less than five (5) Directors present and voting, except for a vote pursuant to paragraph (b) of this section. [Section 460.205(b)]. (b) An affirmative vote of the majority of the entire Board of Directors, including two- thirds (2/3) vote of Directors representing Financial Participating Members is required for: (6) ��) a capital expenditure; operating or maintenance expenditure for a capital asset; material change of the service plan; amendment of the bylaws; the approval of a comprehensive development agreement ("CDA") or similar financial contractual obligation for a purpose not an express commitment of the DCTA Service Plan; the approval of a contract or other agreement between the DCTA and a municipality or other governmental authority located within the A-train Corridor for participation in DCTA; or the formation of a local government corporation, contracting with, joining or becoming a member or owner of a local government corporation. (c) Alternate Members. An alternate Board Member may only serve in the absence of the regular board member. An alternate Board Member may vote in place of the regular Board Member when the regular Board Member is absent. Page 4 Section 11. Procedure of Meetings. Notice of all meetings and hearings of Authority shall be given, and such meetings and hearings shall be held and conducted in accordance with the following order: applicable law, these Bylaws, the Board of Directors Rules of Procedure and Robert's Rules of Order, newly revised, to the extent not in conflict. The General Counsel of the Authority shall serve as parliamentarian to the Authority. Section 12. Conflicts of Interest. Members of the Board of Directors and officers are subject to Chapter 171 Local Government Code. [Section 460203]. Section 13. Population Changes. (a) At least annually but before any vote authorizing confirmation of the Authority or imposition of a sales and use tax, the Authority shall determine if any municipality located in the county that has not appointed a member to the Board of Directors as provided by Section 460.054(b)(1) of the Code, has grown to a population of 17,000 or more. (b) A determination of population growth to 17,000 or more will be documented by "Annual Population Estimates" for municipalities located in Denton County published by North Central Texas Council of Governments. The population of the municipality submitted to the Authority for approval may be challenged by a member of the Board of Directors. (c) The Board of Directors may certify. (i) that a municipality has a current population of 17,000 or more; and (ii) does not have a member appointed to the governing body as provided by Section 460.054(b)(1). Subsequent to the certification vote, a municipality so certified may forthwith appoint one member to the Board of Directors as provided by the Code. ARTICLE IV OFFICERS Section l. Election. The Board of Directors shall elect four (4) of its members to serve as the Chair, Vice-Chair, Treasurer, and Secretary. [Section 460.055(a)]. The Chair or Vice Chair shall be a Director representing a Financial Participating Member. Section 2. Chair. The Chair shall preside at all regular and special meetings of the Authority. Section 3. Vice-Chair. The Vice-Chair shall preside at any meeting of the Authority on the request of the Chair, or at which the Authority Chair is absent. Section 4. Treasurer. The Treasurer shall worlc with the Chief Financial Officer in preparing the budget and supervising the annual audit. Page 5 Section 5. Secretary. The Secretary shall review the minutes of all Board proceedings, malce any necessary revisions, and attest to the accuracy of the minutes. Section 6. Term. The officers of the Authority shall be elected from among the members of the Board of Directors and shall hold office for one (1) year. The term of office for each officer shall be for a period of one year and shall run from January 1 through and including December 31 of the calendar year. ARTICLE V BUDGET AND FINANCE Section l. Fiscal Year. The Fiscal Year of the Authority shall end on September 30 of each year. Section 2. Annual Budget. The Authority shall prepare an Annual Budget. [Section 460.403]. Section 3. Audit. The Authority shall have an annual audit of the affairs of the Authority prepared by an independent certified public accountant. Any deficiencies noted in the audit report shall be addressed at a regular meeting of the Authority and addressed on the record [Section 460.402]. ARTICLE VI RULES, POLICIES AND PROCEDURES The Board of Directors is responsible for the management, operation, and control of the authority and its properties. [Section 460.401]. ARTICLE VII INDEMNIFICATION The Denton County Transportation Authority shall indemnify any member of the Board of Directors involved in any litigation including any civil, criminal or administrative action suit or proceeding, for reason of such member's alleged negligence or misconduct in the performance of his or her duties as a Board of Directors Member to the extent funds are lawfully available and subject to any other limitations that exist by law against liability, and reasonable expenses, including attorneys' fees, actually and necessarily incurred, except where it is adjudged that such Board of Directors member acted with gross negligence or willful misconduct in the performance of their duties. ARTICLE VIII AMENDMENT TO BYLAWS Page 6 These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted pursuant to Article III, § 10(b) at any regular, properly posted meeting of the Authority, or any properly posted special meeting of the Authority, at which a quorum is present; provided that prior to consideration and vote by the Authority, any proposed revisions to the Bylaws may be reviewed and commented on by the Board of Directors and shall be provided in writing to all Authority Board of Directors members at least two weeks prior to action on the amendments. Page 7 X""'� ?.�' 'Q7 hM'w +� ufi h h. C? � �.CY'�� b ifw 1!"F u1 C7h � il"��. h a`�1 � M t��l �� I"�'r ��`k N ti? °il9H tt"F m � � � � N �Y Q1 tA u'7 ct' na°I 4P tL: 4�5 f`V r-i pq 1"�1 L(1 l.Ll N P'+�� 11? LQ �"°�., M r+7 � � R�^+J Q. N tli i/1• i.l7� l�Q h�w � N�'.. 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McKinney St. Denton, Texas 76201 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� Legislation Text File #: ID 18-361, Version: 1 AGENDA CAPTION Purple Heart City City of Denton Page 1 of 1 Printed on 2/26/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� Legislation Text File #: ID 18-415, Version: 1 AGENDA CAPTION New Horizons Senior Band Day City of Denton Page 1 of 1 Printed on 3/2/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� Legislation Text File #: ID 18-359, Version: 1 AGENDA CAPTION Robert Donnelly regarding Solid Waste. City of Denton Page 1 of 1 Printed on 2/26/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� File #: ID 18-163, Version: 1 Legislation Text AGENDA CAPTION Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement with Innovative Transportation Solutions, Inc. For transportation services as set forth in the contract; and providing an effective date (RFQ 6610-Professional Service Agreement for transportation consultant services to Innovative Transportation Solutions, Inc., for a two year contract in the amount of $252,000, with three (3) one- year options to renew, for a not-to-exceed total award of $630,000). Council Mobility Committee recommends approval (2-0). City of Denton Page 1 of 1 Printed on 2/28/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City of Denton _ . City Ha11 �� 5 215 E. McKinney Street tiY �"� �� " Denton, Texas www. cityo fdenton. com DEPARTMENT: CM: DATE: SUBJECT AGENDA INFORMATION SHEET Materials Management Todd Hileman March 6, 2018 Consider adoption of an ordinance authorizing the City Manager to execute a Professional Services Agreement with Innovative Transportation Solutions, Inc. For transportation services as set forth in the contract; and providing an effective date (RFQ 6610-Professional Service Agreement for transportation consultant services to Innovative Transportation Solutions, Inc., for a two year contract in the amount of $252,000, with three (3) one-year options to renew, for a not-to-exceed total award of $630,000). Council Mobility Committee recommends approval (2-0). BACKGROUND Innovative Transportation Solutions, Inc (ITS) has provided the City of Denton with quality transportation consultant services since 2002. ITS has been able to identify and produce many opportunities to leverage municipal funds with county, regional, state and federal funds to advance transportation infrastructure projects throughout the City of Denton and Denton County improving mobility for Denton residents. ITS provides a unique service to the City of Denton and the continued use of ITS services is integral to the development of future transportation infrastructure for the City of Denton. It is expected this contract will result in an overall savings of tax dollars above and beyond the expenditure for these services. Mr. Polster's extensive knowledge regarding State and regional funding opportunities will be extremely important over the course of the proposed contract as the Texas Department of Transportation (TxDOT) develops a procurement method for implementing Phase II of 35Express project, Loop 288 West project and facilitating funding for the proposed FM 1515/Airport Road widening project. Requests for Qualifications (RFQ) were sent to 362 prospective suppliers of this item. In addition, the RFQ was placed on the Materials Management website for prospective respondents to download and advertised in the local newspaper. One (1) statement of qualifications was received. Based on the respect and influence Mr. Polster has within the North Texas transportation community, including TxDOT—Austin, and that no other consulting firms submitted as part of the request for qualifications outlining their ability to deliver services, and based on the level of service and results TTS has delivered in the past, staff is confident that ITS can provide the best value to the citizens in assisting in the advancement of transportation projects in the City of Denton. RECOMMENDATION Award a professional services contract to Innovative Transportation Solutions, Inc., in the five (5) year not-to—exceed amount of $630,000. PRINCIPAL PLACE OF BUSINESS Innovative Transportation Solutions, Inc. Farmers Branch, TX ESTIMATED SCHEDULE OF PROJECT This is an initial two (2) year contract with options to extend the contract for three (3) additional one (1) year periods, with all terms and conditions remaining the same. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On February 21, 2018, the Council Mobility Committee recommended approval to forward this item to the City Council for consideration. FISCAL INFORMATION Funds have been budgeted for this contract in the FY 2017-2018 Transportation Operations account 350000.7854. 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: 1.6 Collaborate with local, regional, state, and federal partners EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Contract Exhibit 3: Ordinance Respectfully submitted: Karen Smith, 349-8436 Purchasing Manager For information concerning this acquisition, contact: Mario Canizares 940-349-8535. ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH INNOVATNE TRANSPORTATION SOLUTIONS, INC. FOR TRANSPORTATION SERVICES AS SET FORTH IN THE CONTRACT; AND PROVIDING AN EFFECTNE DATE (RFQ 6610-PROFESSIONAL SERVICE AGREEMENT FOR TRANSPORTATION CONSULTANT SERVICES TO INNOVATNE TRANSPORTATION SOLUTIONS, INC. FOR A TWO YEAR CONTRACT IN THE AMOUNT OF $252,000, WITH THREE (3) ONE-YEAR OPTIONS TO RENEW, FOR A NOT TO EXCEED TOTAL AWARD OF $630,000). WHEREAS, the professional services provider (the "Provider") set forth 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, or his designee, is authorized to enter into a professional service contract with Innovative Transportation Solutions, Inc. to provide transportation consultation services for the City of Denton, a copy of which is attached and incorporated by reference herein. SECTION 2. The City Manager, or his designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, Texas expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under RFQ 6610 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 , 2018. CHRIS WATTS, MAYOR ,A"l�'�ST; J��91�'E� "4�'�JA9:.,�"�IZ�, Cr'�'�' ��`�R�'I"�i�:Y � �1?I'[�{�V�D AS FG'� L�C�A,L� �"�J]�I�1: .��.r�� L��z�, c�'a�v ��r�a��r� ��: �;, �,� DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F � ��„�s��;. ^' „ . � , � �, Docusign City Counci) Transmitta) Coversheet RFQ 6610 File Name Transportation Consulting Services Purchasing Contact Rebecca Hunter City Counci) Target Date 3/6/18 Contract Value 630,000.00 Piggy Back Option Yes Contract Expiration Ordinance DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F PROFESSIONAL SERVICES AGREEMENT FOR CONSULTING SERVICES FILE 6610 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 Innovative Trans�ortation Solutions, Inc , with its corporate office at 2701 Vallev View Lane, Farmers Branch, TX 75243, hereinafter called "CONSLJLTANT," acting herein, by and through their duly authorized representatives. WTTNESSETH, 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, professional transportation policy and program services that are necessary, as described in Exhibit A, which is attached hereto and incorporated herein (the "Proj ect"). ARTICLE II SCOPE OF BASIC SERVICES The CONSULTANT shall perform the following services in a professional manner: A. The CONSULTANT shall perform all those services as necessary and as described in the OWNER's RFQ 6610 — Trans�ortation Consultin� Services, which is attached hereto and made a part hereof as Exhibit A as if written word for word herein. Contract 6610 Page 1 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F B. To perform all those services set forth in CONSULTANT's proposal, which proposal is attached hereto and made a part hereof as Exhibit B as if written word for word herein. 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 monthly rates included in Exhibit B. A. Preparing applications and supporting documents for government grants, loans, or planning advances and providing data for detailed applications. B. Preparing data and reports for assistance to OWNER in preparation for hearings before regulatory agencies, courts, arbitration panels or mediator, giving testimony, personally or by deposition, and preparations therefore before any regulatory agency, court, arbitration panel or mediator. C. 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). D. Assisting OWNER in the defense or prosecution of litigation in connection with or in addition to those services contemplated by this AGREEMENT. Such services, if any, shall be furnished by CONSULTANT on a fee basis negotiated by the respective parties outside of and in addition to this AGREEMENT. E. Preparing statements for invoicing or other documentation for billing other than for the standard invoice for services attached to this professional services agreement. ARTICLE IV DURATION OF AGREEMENT This Agreement shall become effective upon execution of this Agreement by the CITY and the CONSULTANT and upon the issuance of a notice to proceed by the CITY. The initial contract period is for two (2) years beginning March l, 2018 (or date of award) through February 28, 2020. At the expiration of the initial contract period, this contract may be renewed annually by both parties for an additional three (3) one year periods. The renewal shall be automatic, unless terms are revised by either party. In the event of revision, the renewal shall be in written format. This Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the CITY, acting through its City Manager or his designee. Contract 6610 Page 2 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F ARTICLE V COMPENSATION A. COMPENSATION TERMS: l. "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, tra�el, 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 a monthly rate shown in Exhibit "B" 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 $126,000.00 (the "Annual Fee") per year. 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. The City of Denton shall agree to pay the Consultant $10,500.00 �er month towards the City's annual fee obligations, in accordance with the above provisions. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with the terms of this Agreement. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is in default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as stated, without first having obtained written authorization 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 included in monthly rate shown in Exhibit `B." 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 hereo£ Statements shall not be submitted more frequently than monthly. Contract 6610 Page 3 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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 subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSLJLTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. 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 Contract 6610 Page 4 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F THE OWNER, AND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES 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. 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 furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The General Liability and Auto Liability insurance policies shall name the OWNER as an additional insured. CONSULTANT shall endeavor to provide OWNER with any cancellation or modification to its insurance policies. ARTICLE X 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 inediation. 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. Contract 6610 Page 5 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F ARTICLE XI TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than 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. 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: Innovative Transportation Solutions, Inc John Polster 2701 Valley View Lane Farmers Branch, TX 75234 To OWNER: City of Denton Purchasing Manager —File 6610 901B Texas Street Denton, Texas 76201 Contract 6610 Page 6 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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. 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 Contract 6610 Page 7 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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. ARTICLE XXI MISCELLANEOUS A. The following exhibits are attached to and made a part of this Agreement: Exhibit A— RFQ 6610 — Transportation Consulting Services Exhibit B— Consultant's Scope of Services Exhibit C — Consultant's Compensation 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 thereo£ 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. Contract 6610 Page 8 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F C. ��,��zw ��pn� w��ll Q�� uv��pn�� Q�y, �upnw��:o��, ��n� �pn�`u�� pn ��u��n�� va��, ��n� w�o�� u, �I� � l�vaw u�`�I� ��%�� u�`��,�x�w u� �`��1 l�va, val� �� 1��1�, va��I� u�o� �� u �I� � �u��l�� u�` l�va ��l�w u�` ��3' .D�:a��w�i��iu��. �� I� � �v�� I� �� wI� �l�l �� y �iw��:o�� w�� u�:o� u�` �I� � ��w �� u��i��iu��w u�`, u� �� u��iu�� va��I� , i�iw ��, �I� � �� w��ian� ��1��` w��ll wa:oQ��i� wa:o�� iw�a:a�� u �� w�� C'ua:o��w u�` ��an�uan C'ua:oan�� u� ��` �`��I �iv��w�� u� wa:oQ�.�� a:o��w�i��ivan �xiw�w, �u �� Jani�� w ��w�� C'ua:o�� `u� �� ;�w��an ��w�� u�` ��,�x�w-��n ��v�w�uan. D. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be John Polster. 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 hereo£ 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 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. H. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. 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, Contract 6610 Page 9 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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 repuired to furnish an ori�inal notarized Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: l. Log onto the State Ethics Commission Website at : 11��s://www.��lucs.s�a��.�x.us/w1la�sn�w/�lf infc� fc�r�n1295.11�� 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 t�urcllasin�(cr�,ci�yc�fd�n�c�il.cc�� 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 6610 Page 10 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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 DocuSigned by: BY: �''� t��,iS{�t,V' DiJQFd93 ... INNOVATNE TRANSPORTATION SOLUTIONS, INC A TEXAS CORPORATION "CONSLTLTANT" DocuSigned by: ,�b�t,ln, �b�S{t,V' �,��a��... BY: JOHN POLSTER AUTHORIZED AGENT 2018-303102 TEXAS ETHICS COMMISSION CERTIFICATE NUMBER Contract 6610 Page 11 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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 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 6610 Page 12 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F suit 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 6610 Page 13 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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 rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC). [] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis, and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least combined bodily injury and property damage per occurrence with a aggregate. Contract 6610 Page 14 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F [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 6610 Page 15 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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 (TWCG81, TWCG82, TWCG83, or TWCG84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a proj ect, for the duration of the proj ect. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and Contract 6610 Page 16 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the proj ect 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 aproject, 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 proj ect, for the duration of the proj ect; 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 proj ect; 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 proj ect; 5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the proj ect; and Contract 6610 Page 17 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 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 6610 Page 18 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F Contract 6610 Page 19 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F I ST T E T F LIFIC TI S I fir 's interest, a ilities, an ualifications Innovative Transportat�on Solutions, Inc. (ITS) is a fu -service, transportat�on consultancy f specializing in assis � g clients wi day-to-day, as well as long-ter , co plex transportation issues. Highly qualified engineering and public palicy/regulatary peYsonnel allow the ITS team to address every aspect of roadway develop ent fro concept�on to cons ct�on anagement. Services affered by ITS ' clude public policy; fun ' g options; enviran ental clearance assistance; identifying feasible alternatives; and governmental interaction on lacal, state, and federal levels related to legislative and regulatory issues � pac ° g transportation. ITS has capab' °ties span ° g ult�ple odes of transportation fro 'ghway to pedestrian/bicycle travel. ITS elevates e client's transportat�on solutions by ` novat�vely respon ' g to ob' `ty needs in e areas of public policy, plan � g, ad `'strat�on logist�cs, ne ork analysis, and environ ental concerns. The p° osophy of ITS is to provide a clear understan ° g of e object�ves and a susta� ed focus an e client's goals, by idenrifying and ` ple en � g` novative solutions at a levels of project develop ent. ITS is equipped and experienced in providing prograinining assistance, public involvement, development of par ers `ps, o'ficat�on of legislarion and regulatory es, and forging new trails through e concept of "'tnnovative financ' g." Our scope of services is `'ted only by our clients' needs. ITS's `tnterest and co ent to provi ° g Transportat�on Consul ' g Services to e City af Denton is best de onstrated by e strang and steadfast service it has provided to the City for e past fifteen years as its transportat�on cans tant. ITS has a vested ' terest in and a strong co ent to serv` g's City, in part, by e executian of e duties and tasks au ' ed in and assi ed to `s contract. Our � terest is anly exceeded by our co ent to do `s job — a co ent to not just do' g e job right, but better. As the City of enton's transpoYtation consultant, ITS has a proven track record of success and res ts. If we are selected, we will dedicate the same effoYt to continuing in this role and will appYoach any new challenges or issues wi quality, responsive, service-oriented s'. ITS possesses unique, in-depth knowledge of the city's transportation needs and history. This knowledge can be applied seamlessly and efficiendy to caYry out the City's plans. With a d.iminished learning curve and no transirian period, ITS is ready to con ` ue to further the City's transpoYtation gaals. TYaditionally, the City's Yoadway projects involve complex issues and the need to coordinate the effoYts af many stakeholders over a long periad of ` e. There are nu erous variables involved in e progra ` g and fun ` g of ese projects. In any cases, it is not possible to pre 'ct, wi certainty, at e anset, all strategies that will be required to complete a project successfully. ITS ows at transportation is an ever-chang' g pYoposirion, bo pYogra at�cally and financially. Many of e current and anticipated roadway projects critical to e City of Denton's ob� `ty are long-ter projects, and e role of ITS w° be to creatively expe °te all phases of each project and to anticipate and resolve issues at ay negat�vely ' pact a project before ese issues arise. Because of e current financial, political, and social c` ate, transportation plan ° g and progra ° g is a dyna �c endeavor. The success ITS has had ` advanc` g projects lies ` our ab` `ty ta foresee and ant�cipate varying scenarios and take e necessary steps to position a pYoject and the Ciry ° such a anner at it w' benefit fram changes, not be thwarted by them. _ . ... .n ..,. GTY OF DENTON RFQ 6610: Innovative Transportation Solutions, Inc. 1 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F ITS has earned a Yeputat�on for mee ' g client schedules wi out sacrificing any element of service. ITS is ca 'tted ta quality service and client sat�sfact�on, and our 'gh percentage of repeat clients de onstrates strang client relatians `ps. ITS undexstands e need to co plete client's assi ents accor ` g ta e� schedules and gaals, and ITS w' con ' ue to co 't e staff and resources to `s contract in order to accomplish e req ` ed services. ITS has a long and praven record of not only be° g able to ca ply wi an accelerated sched e, but also be' g able to take e lead ` develop` g at accelerated schedule and ` ple en ' g it. ITS personnel have e experience and e relat�anships wi key regional people at a ow it to strate �cally posirion e client's projects to a' u advantage. ITS is co `tted to helping e City of enton realize its transportat�on goals. ITS understands at e success of `s contract depends on our ab` �ty to function as an extension of e City's staff. Our depth of local Yesouxces gives us the ability to pravide unparalleled responsiveness to the City. OuY experience working with the City of Denton and with othex cities on camplex projects will allow us to provide efficient, seamless service. ITS has long-standing relationships with the City staff and a detailed knowledge of policies and procedures. No a er fir can offer the experience needed to provide ° e'ate execution of e City's current transportation program. John Polster, Executive Policy Manager for ITS, possesses an intimate understanding of e' tricacies involved wi °s contract. He has a strong relations 'p of ore than fifteen yeaYs wi e City and is prepared ta work with the staff to address new and current issues. MY. Polster and the ITS staff are de `cated to an adaptable and fle�ble appYoach to our service. ITS has worked wi a wide variety of clients on t�ansportation projects across e NCTCOG etropolitan planning Yegion. This history and experience provides a very strong base of Yelationships that the City can utilize during this contract. ITS w' be an effective and consistent advocate for e City wi o eY u`cipalities because we have warked with them on past assignments. We are comin.itted to devoted and dedicated service to the City of Denton roughout e d arion of `s contract. ITS understands at e goal of e services ou ` ed `tn `s RFQ ust result ui the ' ely develop ent and cons crion of roadway projects critical to e econo `c viab' `ty of e City of enton and e quality of life of its residents. Transportation dollars are scarce, and the competition foY them is intense. ITS understands that ese hard-won do ars ust be care y anaged and a ocated to projects at add e greatest value to e transportation syste . The City af Denton's local transportarion do aYs ust con ' ue to be tnnvested wisely to ensure a ulrifold re n. ITS has a praven record of ' ec ` g its clients' resources for a` u effect. ITS understands at e ul ° ate goal is to put new capacity on e graund as q`c y as possible. To acco plish 's goal, we ust find e shoYtest pa rough e aze of activities and approvals associated wi plan ' g, fun ' g, and desi ° g projects. ITS has a verifiable track record of acco plis ` g `s wi our clients. ITS's clients benefit from the credibility ITS has developed with all our transportatian paYtneYs, at a level that can be gained only by de onstrated peYfo ance over ` e. PYovi ' g ese se `ces is our cote bus` ess, not a side ' e. ITS knows the needs and expectations of the City of Dentan and the City's paYtners, and we have the dedication and knowledge to represent the City's interests .itninediately. ITS has a proven track record of pasitioning our clients strategically to maxiinize the leveYagability of their 'ted tax do ars. Most progra anagers aYe very good at spen ` g tax do ars. In contrast, ITS specializes ` ,,,,. .a CITY OF DENTON RFQ 6610: Innovative Transportataon Solutions, Inc. Z DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F far ' g and m' ta� � g partnerslups to leveYage tax dallars for the cons ct�on of projects that are critical ta mobility. ITS expedites e completion of thase projects, so at auY clients can benefit from the ' pYoved facilities years earlier than would otherwise be possible. In its simplest form, ITS identifies common goals and partners to provide resources (i.e. regulatory undexstan ` g, fun ' g procurement, professional services, local gavernment suppart, u``ty and right-of-way coar ` ation, overall program oversight, etc.} at strategic ° es during project development to ac °eve our clients' goals. Transportarion fun ' g ovex the years has increased during certa'tn periods and decreased ` others. owever, the fun ' g that is av ` able to e state must be budgeted and expended ' a' ely anner, or e fun ' g is moved to another project. Regulatory obligat�ons of each project may take ult�ple years and ultiple budget cycles to complete. This makes it very °fficult to pre °ct when a project w' be ready ta cons ct and also when to budget the ava�lab' 'ty af cons ction dollars. By using all af the tools and tech `ques ou ` ed ` ITS's statement of quali�cat�ons, our ftrm is able to 'de its clients' projects through e re atory maze. Other ent�t�es that rely on e state to develop their projects cannot control project schedules. TxDOT ust expend a certa' amaunt of transportat�on fun ` g by onth, year, and budget cycle. By ensurtnng that aur clients' projects are ready to be let for cons ct�on, ITS can take advantage of fun ' g that beca es ava�lable when projects elsewhere da not eet their schedules. Work dane by ITS to date has positioned many City projects to receive fun ° g through variaus sources, such as the Regional Toll Revenue Initiative, Proposition 12, Praposition 14, Proposition 7, and Proposition 1 categories. All of the projects that received fun ` g from these saurces began their advanced plan ` g phases prior to knowing fro where the cons ctian fun ` g would co e. The City of Denton needs the caininitrnent from an experienced professional to accelerate the development and ultimate canstructian af the projects critical to the City's mability. There are many things that occur during the life of a praject that impact its schedule and feasibility. ITS's ability to develop the project thraugh its various stages sets our approach apart from o ers. ITS expe °tes projects and avoids delays due to unforeseen circumstances. OuY in-depth owledge of each phase allows ITS to develop some phases concurrendy. The result is a shorter advanced plan ' g and desi schedule which gets the praject to cans ct�on sooner. It w` be the rare occasion when an issue arises an a project in the Ciry of enton that ITS has not already seen and resolved ° e past. Ul ` ately, in ordeY to acca plish e goals set forth by e City of entan in `s RFQ, ITS w' need to b` g to bear its a ost co bined 70 years of local experience to develop a critical path schedule specific to each project. The critical path entry point foY each of these projects is different, depending on the current status of project development. ITS has crit�cal, in-depth transportation palicy/` plementarion owledge at all levels, inclu ` g local, state, regional, and fedeYal. The tasks as au ` ed in �s RFQ and ITS's statement af quali£'icat�ons were specifically develaped by ITS for e City of enton and represent e methadology and approach at ITS has used far the past fifteen years to put our clients' roads on the ground. It has been Yefined thxoughout the yeaYs to strea ` e both e` e and resaurces needed to accomplish aur clients' goals. T's owledge will be crucial to carrying out the City's progra . Our strong relat�onslvp and knowledge of Tx OT policies and pracedures w` benefit the City since coox ' ation wi the is crucial to progtam success. � �� ._ CITY OF DENTON RFQ 6610: Innovative Transportation Solutions, lnc,' 3 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F � STATEMENT OF QUALIFICATIONS ��.��iii� ��^ III��`u� ��:�� aw�`;� ��iim��:��w��^� ITS is located at 2701 Valley View Lane, Farmers Branch, TX 75234. ITS's six employees are based out of this office. � STATEMENT OF Q,UALIFICATIONS � ��.��r�� Ill�c�� :��iir��^�I The following individuals will serve as Principals on this contract and are authorized to repxesent the fiYm on a contractual basis: Mr. John R. Polster, President johnp@itsinc-�.com Mr. Claud P. Elsom III, P.E. celsom@itsinc-tx.com � � 0,...� � �� m �::� �:� �... � �� :� � � Executive Policy Management John R. PolsteY served three and a half years as Project Manager and Constituent Liaison fox U.S. Congressman Dick AYmey, Majority Leader of the U.S. House of Representatives from 1987 to 1991. In that position, MY. Polster's responsibilities included the facilitation of transportation-related pYojects, including assistance in gaining federal support of a$3.5 billion runway and facility expansion project at Dallas/Fort Worth International Airport. Mr. Polster also worked as adiniiiistrative assistant to Denton County Judge Jeff Moseley from 1991 to 1993. Mr. Polster coordinated the county's transportation infrastructure improvement prograrn, and during this time, highway funding was completely restructured by the Interrnodal SuYface TranspoYtation Efficiency Act of 1991 (ISTEA). Mr. Polster possesses a uniquely thorough knowledge of the federal/state transportation funding programs. He served on the North Central Texas Council of Government's Air Quality Advisory Council from 1987 to 1991 for Congxessrnan AYrney and from 1991 until it was discontinued for Denton County. The Air Quality Advisory Council worked with the Texas Natural Resource Conservation Council and the Environmental Protection Agency to draft the Yegion's air quality control measures included in the State Implernentation Progxam (SIP). The SIP greatly impacts roadway planning and funding for the NoYth Texas Region. In June 1996, Mr. Polster formed Innovative TYanspoYtation Solutions, Inc. as a full-service, transportation consultancy firm specializing in assisting clients with day-to-day, as well as long-term, complex transportation issues. Mr. Polster has served as a member of the North Central Texas Council of Government's Surface Transportalion Technical Coinuzittee (STTC) since 1998. The STTC is the technical advisory corninittee to the Regional Txansportation Council, which directs transportation planning and funding for the North Texas Yegion. Mr. Polster also serves as a rnernbeY of the Dallas Regional Mobility Coalition (DRMC). ......_ CITY OF DENTON RFQ 6610: Innovative Transportatian Solutions, Inc. DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F . , . � � . � � . r • I � � • • � ... � • � , ��.•' . • �� '��. . `.� � � �.. • .': . � . . � ........ . � •. + i�, . '�, . � . ;.. . ��. • . ��.. i '�. � .. '� `.r ♦ . '�, . i , . . �.,, � ',, � �, � .. f �� i � i � �, � * , � � i . ` � � ♦ . � , • • � . • � . •; � • � • • . • • , . . , . s• . , . + . � - . s � " � . .,,. . � • '; * �. .... # # � .. � . •, .,. ` * M '� n "�. f . '; � '� ' � i � :,. ��. � • ��' i ..� ■ .�� . * i � s ` � �...... ! '::: � �:� i�. , . + •':,. ,... � • � _. . ...:. i • � ..: � f� . � � i � .��. �: ..,, .. ........ . f • i> • ..,. . .. 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' r• �`, , , � � � . ~� �, • , s• , • . , , � . • , �� • , �� . � , � s � s - , •• , • . • • , s . r . '. � . ; . ... ��. � ��. . ."#�� . 4 •� �i . • . �. �. • ' ` ` � .: � s ... .� .... • ' . ,,. • .� . �. ., ... � s s, � � ��: ��. • ,,,. . ! ��. '�. � . � �' ■ * , �� . ' • . '�, ' .�� • i , � .� � . � ; ,;... . . , �, �� ''�. • . �: . ! ,. '. � � . � • • • ' ..,, �. • ...• . •..,. � • •. � � � ` i . . ,,. • .� i . .: • . � • � �� ' • i • • ', �` • • � • � i � • i . � i. . i�' . . • f, • •i � , f � i . • • n '��. . / .. �� ..,... ,, �. . � ! . , �.. �s � � �, �:. • i 1. . f . .. � � s a . •� . ''.. • � �. � ♦ . •'�, � * " i � !' ! • . �� • ! � ��. �,� � � �, !'�.. '.,' f � �, #� �....... � � • �� . !� • . ► ' ... � ', # ... � � • � . �: ♦ • ,,. � �', � . � i, � � i • . ... . �s �CITYOF DENTON R�FQ 6�610.��Innovative Transportatlon Solutions, Inc. �� "� DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F 17Y F EAT E F R Provides the Ciry of Weatherford wi research into federal, state, and lacal f ` g opportunit�es for their awntown Master Plan. ITY F IS Provides the City of Ennis with research into federal, state, and local fun ' g opportu `ries for the owntown Master Plan and coordinates with UPRR on a grade separation and implementation of turnback agreement with Tx OT. ITS is coor ' a` g wi Ciry officials to ' ple ent en ° ee ' g services associated with safery improvements along the UPRR corridor. � �, � . . •, • . ♦ , , , • .' * rrs � - i , � � � . ' . ,. . �� ♦ ,�s, . M � � �' - � t � ' ♦ � :- `�, � *. ` � - • -�� ♦ ; � s � , ■ �� , � � , � � • . �� t� � � I� , "�: f i ` , ` ,� •+ , i •. � r �'' + � ��, �� ! � � i r s � '� ,� � � i- � �♦ � � � • ♦ li� ' ' 1� .� ' s« . , !- � • ��s � � � . ,�•; •,� r �; r + i�� ;,.■ ' ,� � � • � + � �� '� � R� • ' N` ' �1 •' � ` 'f f ��i ' � �s i♦ � i�,; � 4 �' �,- � ! �" f � ' . �' ' . �'. i ` � . , � . . ! �� • . i � ,: fr � ! i " � • � l ��.. �.. i � � ♦ R� � •� i ; � � ' '�. ! i � ■��.. � � �... '��.. • 4'��.. � ! ..;.. • � � i * r � '�.. ' i f �� . •� � • • !� �� ! . � � • ♦ �.. '�.. . � , .. . �; . + � a f ��I'! � � f' M;� • i.,... ' � ' r .�, , � � + � �, t . . .. : � # ��'. 4 . '��. • �' • .: �;� '► � �, � �, . '�:. +� ......� � r 4., � �:1 •� f � i �' � � i � � ' f �. � , � . .. :' . ;.:� � i � , .', � f��, �1 • • : .', , �,:. . • ��... • • i> �i � �. � ..: # • ' � �..;.. * � fnclusian of IH-35E/W as High Priority Corridor in National Highway System Coor ' ated a hearing before the Uruted States ouse of Representatives SuYface Transpartation Sub- Co 'ttee that resulted in the inclusion of the IH-35 Corridor into e National ighway Syste as a High Priority Carridor. .. . �. . ,� . � �� , , , �. , . , � . . . . ._ � , • 'f� . �� . , � �� ur � . , r , -. . , � -� � �� s, ■ ��, . . ., . � • . � � � � , . '�� s • • , . � � . . r � + , � . � , i ' ♦ . � � , . . . � � ! , f !. • � . + . , � � •s , r , r . ..... .a �,� CITY dF DENTON RFQ 6610; Innovat've Transportatran Solutions, Inc. � DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F . _ � , 4 i �. , � - , �� • , : �:: . . . • � , « � , � , - � i � �,� , r s ',; ROCKWALL COUNTY Implementation of the 2005 Road Bond Pragram Assisted ac a County in e` ple entation of its first road bond progra . The $12 °'on bond progra passed by e voters ' 2005 nded e County's parricipation ° fo ' terchange projects. i- � r� r � • � � il� `�.�, :♦ � ' �; � � ► � � . . � �� , �� , �� +�� r � � - i i 1 `�+� 4 i� �� , � �r , � �� .� �� - � r i� r, �, , . � r r �f �� ,,. � �. F y ` � � �.,! '� � � � � � . . . � - - , ,f �'• , • 1 , � . ,r,� .� � ♦� , . . . � - � ,: � � , , •�- r� � , I' ' • � , ' ` �' ' i 1..., .........f i � ..... `�. f .........4 i! � 4*..� � � ,� . � . . � � ' � �I f � i �: il { ii �... • 1,. • ...., . f f�,'. f � �,,.. * �� .� . . w w i� i ...f .N....... i,;�1 ' � 4,, �i� ,.. � � �� r �• � � , � + r + . . . , y . . � i , � �� ` . . + . . , �� , � ` s , � i �� , ,. . • ' � M I: o � i: �' i " Mr. PolsteY will be responsible for: Strate `c plan ` g and n' g issues, ` clu ` g develop ent of e overa priority and goals foY transportation proJects ° e City of enton +� Federal, state, and regional transportarion policy development and implementarion • Procurement assistance � . � , . -.,, s , . •.,- � ,. . , ,, .; - s �, • �- �r �; . ,* , . � . � , . .. • , , ., . �. , , . # . _ I• , � , � , +r . . . , � .� • , � , �� ,r i w . , . , w . . r♦ s, - ♦ , ., • r, . � . � - � � . CITV OF DENTON RFQ 6610: Innovative Transpartation Solutians, lnc. 7 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F �" @... � �u �.� �::� m II�: �I... � � � � II� � � � � � � W �: . m Executive Program Management Mr. Elsom held the position of Denton Area Engineer for 16 yeaxs, beginning in 1992. During this time, the Denton Office managed the construction of 165 projects valued at $692 nvllion. Long recognized as one of the most cYeative and productive Area Engineers in the Noxth Central Texas Region, Mr. Elsom was fiaYther honored in 1998 when awarded the Luther DeBexry Awaxd fox outstanding contribution to transportation in the State of Texas. This award is pYesented annually by the Texas Transportation Institute (TTI) to Yecognize an employee of TxDOT, the Texas Transportation Institute, oY the Center for TxanspoYtation Research who made the greatest contribution to transportation in the State of Texas. Prior to serving as Area Engineer, he held various positions of increasing responsibility, including Engineers Aide to Assistant Area Engineex, in which position he was responsible for design and construction oversight fox a variety of transportation projects. Mr. Elsom joined ITS in 2009, enhancing the ability of ITS to accomplish even gteater cost savings, to shorten completion dates on significant projects, and to solve transpoYtation issues creatively for the clients of ITS. Claud "Buz" Elsom applies his 42 years of engineering expextise to pxovide needful and invaluable oversight. He continues to work with project stakeholders during project delivery to avoid oY solve pYoblems of all kinds, while maintaining the pxoject's timeline. Mr. Elsom has served as a member of the North Central Texas Council of GoveYnment's SuYface TranspoYtation Technical Comtnittee (STTC) since 2009. The STTC is the technical advisory coinmittee to the Regional Transportation Council, which directs transportation planning and funding for the NoYth Texas Yegion. Mr. Elsom also serves on the NoYth Central Texas Council of Governments Regional Safety Advisory Cominittee. REPRESENTATIVE PROJECT EXPERIENCE SH 121 BvPAss, CARROLLTON, LEWISVILLE, AND COPPELL, TExAs — Managed the TxDOT construction oversight for a new location freeway (first phase) involving construction of grade separations, and frontage roads fYom SH 121 Business east of Lewisville to IH-35E, the bridged crossing of the Trinity River and Union Pacific Railroad, and a sound barrier wall adjacent to the neighborhood between Marchant Street and Hebron Parkway. 5 H 121 / I H- 3 5 E— Managed the TxDOT construction oversight for the SH 121 /IH-35E (51eve1) intexchange and construction of the SH 121 Bypass main lanes and grade sepaxations from IH-35E to Business 121 west of Lewisville. The construction of the main lanes of SH 121 was accomplished between e�sting frontage roads. S H 121 B U 5 I N E S S, L E W I 5 V I L L E, T E X A 5— Managed the TxD OT construction oversight of two construction projects to widen an e�risting two-lane ruYal roadway to a s�-lane urban street from the Elm Fork of the Trinity River to the Denton/Tarrant County line. This included grading, storm sewers, concrete paving, signing, pavement markings, and construction of an interchange at SH 121 /FM 3040/Denton Tap Road. FM 1171, FM 3040, FM 2499, LEWISVILLE AND FLOWER MOUND, TeXAs —Managed the design and TxDOT construction oversight of six sepaxate pxojects which reconstructed existing two-lane rural Yoadways to six-lane urban streets. LOOP 288, DENTON, TEXAS — Managed the design and TxDOT construction oversight for two projects for the construction of a new location, four-lane rural roadway from IH-35 north of Denton to US 380. CITY OF DENTON RFQ 6610: Innovative Transportation 5olut�ons, � � Inc. 8 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F �,: � y �, � � .., .� ,, � .� ,� ► � ��;;� •., . ♦ � � • ;, s , � r♦ r ` ' , , , + � �- � ♦ � �� . , , ,�; � �, � � , , . � , ♦ , r, � _ , � •i � r . r � , - � � R, , • , �r � r . ' . ' s , r, .., . � . • � � � , , . ,, � - . �- , ' • . s s s , ' � � +r . , . � � , , , , , . . ., . , ,- ;-� ,.• ., , ♦ r; r .. • . , � , �; # # ♦• , � r � , , s , - • �' .. . , . . � ♦ � � •, . � ,� , i' • � . � . ; , � � ; � ,� , � • �� . s � ., • , � -- s , • � r�� . . . . . M � • ` " i: : � t `.� .., � . 4 r;_ ♦ � � , • r • , � - � � . � . . ♦r , � , . � . .� . . . �. , . - , , s � � �� . s „ . . • •, , -r♦ -� r � ��' Salved vaYiaus canstruction issues and collaborated with TxDOT, coininissioners, and project stakeholders to ach�eve mutually agreeable outcomes. Managed the cons crion of Denton County's fitst desi -b ` d contract for e e ergency replace ent af e Highland V` age Road Bridge, afted cantract doc ents, and moxutored desi and cons ction acrivities. rafted scopes af services fox several County road projects ° Precinct 4, as well as the te porary NT 4B Connector Raad in Precinct 1. eveloped the final au 't process currendy u°°zed to close out TRIP-08 projects at are ` ple ented by ICAs with Cities. C �l TY S— DYafted scopes of services for en ' eer` g contracts for on-system projects and worked closely with Tx OT to ensure projects would be developed in accordance with TxDOT req ` ements. Negotiated contracts and supple ental agreements wi en ' eer` g fir s selected by the Co ty and o°tored contracts to ensure projects were developed ' co pliance with TxDOT requirements. U F TY — rafted en ` eering scopes of services for an RFQ to procure en ° eers for ' e projects. Worked closely with Tx OT to ensure that scopes af services were of sufficient detail to solicit necessary info at�on for e County evaluat�an co `ttee ta chaose e best qualified firms. Negotiated contracts and supple ental agree ents with engineer` g f s selected by the Caunty and monitared contracts to ensure that projects were developed in compliance with TxDOT requirements. RESPONSIBILITIES MANAGED BY MR. ELSOM � r_ i - ;♦ sE . . � ,�. . � ,+• I f ! ' I .. i' � � � � � ♦ � DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F � STATEMENT OF C2UALIFICATIONS ��.��,p��.�� w��:�� M.M�� /��,,, � 1��^ � � , ) � 11 �� ; � �� , � �'rm�m�u��,��ruwm: "IIP�u�a�arou�rra��2��uaa;v �auu.a��r�oa�w�, �rv�°. ��"�� III�� John R. Polster — Executive Policy Manager �� o .��...�� ...�� , � ��,�� ...� .� . .m.m.�n � Community Procurement Strategic Outreach/ Assistance Planning and Education Funding ��mmm��ww�,� � ��„�� Consultation Transpottation Policy Development/ Implementarion Monthly Reports to Mobility Committee and Executive Management �� i�� u�� Claud P. Elsom III, P.E. — Executive Program Manager �� o��.....� �m ��,� �� „��..�� m... ..�m�.., General Land Program Design Acquisition Management Management Management Updating Statewide Transportation Improvement Plan ..��.�...��.�.��. CITV OF DENTON RFQ 6610.� Innovative Transportation Solutions, Inc. 10 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F � �..�a�m1� � III�I � �'�..�.. � �� m�.� � III...B II� � �`M�..l� � �� I� � I� �.� � � p �:� ��: p.� � iim ��:� � �r� �:� ii�� :.;�n �� i�� ;�;� ir�r� I�� @ u �� Ih�� r� � u�� : �� - "�, . • . , . • - . • • - . • . . , � . . . * • , - ' �.. , , . � ., � . , , s • • � 1�# �_ � ' • , • • . . • � • • • . � - s - r * • �• • • :1 . . , • •• • �• • • ,w� , . , • . � • .- • •• , . . • , • •• . •• a,• , . • , r � •*- �- • r• - • ■• , �• . • ,. _ � • • • •• � . R. . . � 1, . � - r • , • , .• , , • • -,. . . ■ � • /- • � . � . , .•. -. .- • . , �. � , , .� , � REFERENCE Mr. Mohamed K. ur, P.E. Deputy District En ' eer, Texas Depar ent af Transporta�on (214) 320-6113 ••� :: : � � .- - r - • • • • • . . • •. • . •.� , . • _ . _ .- • --. + • � ,�• • • . _ � � - • - � • - r•. �- � •; •�. :: • .� . ,+• .• • , ,. .�, . • • : - ' •,. , r • ,.. • • . • , '' •.• � . . . , , � , . • , • • - - . • . . - a . �• • ,; • • .. . • , • • . �, ,"�, • . - '•� • , . _... - . • - - •�- • �• r • _ •• 1 : r- � . . . � � ._ � � . , , � . • • •• a .,+ • ,.. • *,-, 1 , � , • , . • � •, - s�. . • . • - � � - � � . •.• r . . • •i 1 : , ,� - • �� • ► • • -�•• • ,�� - • • •.a , • • - • -- ,,, . � , • •. • '-.� r -. '. • . • , � • • a • a i'�I '�►'� � Ms. Tina Massey, P.E. Dentan AYea En ' eer, Texas Depar ent of Transportation (940) 349-2828 ,�• . . 1 •, , • .-.. • • . • •• .. � � ._ . , . . . . , , • • , ., •,• , • . - • • • . • •- - ••-. . . • „ •• . , . .• . -. . . . - , • � , - • .- ,, .• . • . . •- • • . . , . , , . • • . ',' , . . • �. 1 1, , -. _ • � • - , • .w . . . � • • • �• •r• . + . •■ � � �,- � � • • • • � � . . _ • • , • • • � , � s , r .� ,♦ - . � - - • , ,�'- * �. . • ,+�- • r • • . '•� • '•,• I I • ' # ,. I r � - � r � � � • DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F � �, �, �.. � �,� . �- �• - r- 1' -�• • • - •,• , .- . ' •r• _ •,r , . �. ;-r • •s- • . , • ' -� ,,; 1 . � . • • . � ;- • � • • r �•; .� � + • . . ,. . 1 !' '1� - • /- • . ' -* • • • • • . • ,, ►a � • : • . . , • ,' , „ 1 � '� • , . , � . . . • , �� *� # �� s � • ; � � , . - - . .,, � , � . . . � � • • ,. .. . „ - • -. , , 1 1 . • • . . , . ., � 1 • -• • •� . • . • �- •r REFERENCE Mark Nelson Director af Transportarion City af Denton (940) 349-7289 :� : . . . 11 11 . , • �- • , '' -• • � • � ,� � • i• - i , '•.� • , • , • . � ��: :� •�# -�� -,� �,� + #�� • ��♦ �� . . ,, � , � . . _ . . * • ,. . . , . . .� , ! 1 , � • . , . .� � - - - 1 • -r • . • . , a , - • � • � •� REFERENCE Mark Nelsan Director af Transportatian City of Denton (940) 349-7289 # •� 1 . . . •• � . ;; • • , - � • • ,�• • , � • • . , � ' + ..• -., • • ,' . '� : • , ;, .. „ , ,, - • . . ! . �- 1 , .• • • , • • • * - .'; • , • • • - . . • �� • � � s - : l�� • . • � , • � � • - �. • . � �� • ° . r �� s� , . • � � , � . , �. �; � -� � � • •-, ..• • , - . - • - , . • - - . .r ; • • .. . •: • �. � � • • ,s� • • • r, -� _ � _ . � - - �, �- - -• • • 1 ' . m., e,m,.... � 12 � CITV OF DENTON RFQ 6610: Innovative Transportatian Solutions, Inc, � DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F r r � � +, �. � . �� r . r r � .. . � �. f � I . � i, f . •. i � ; � �; � i � � � • � � � �" ��' � `�i ' i � ` � `�� i i �' �� N "'� � li � ♦ :.. . . . � � �. ` .. ��• � � .: � � r; . ... .i � � II �' , . i,,,. . �� i . ., � � .. ` �� .; � � ' '�� AF � � i . �i i ' ' � �, ., * . . �i � ` i ♦ �., � � � .. * �� .. . ' �� ...o. �.s� �...... .: . .. �� . ... ; � . i � � � � � S ! . ` i �� . . �� . � • i !' i �4 I • � ,... . r � - ......... � • 'i� - �.. � � ' i .. ' ' ' � j, �.... i . ,..' ' • .... . ! 1 4 �:i i:� s � ��.� E � . , �... *,.� :... � � ..... ...'� i♦ ....... � � . ► i � � * ��. • � ' �. i �........ � � � • ♦ I I I ' i.. I � r i �� r� �i r DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F SCOPE OF WORK Description of Services The services specified in this RFQ will be provided by an individual or firm with demonstrated, bona fide, established working association with Federal, State, regional and local transportation authorities. Basic services will include; • General program management • Design management assistance • Strategic planning • Identifying and securing funding • Community outreach and educational program • Preparing and submitting updates to the Statewide Transportation Improvement Plan • Monthly reports to Denton City Council Mobility Committee and Executive Management Additional services not included in basic services may be requested by the City Manager, Assistant City Manager or Director of Transportation. OBJECTIVES and TERM OF CONTRACT To secure the services of an individual or firm to assist the Transportation Department in; • Assist with development of public policy direction for the regional and local transportation system • Maintaining the current transportation system • Developing enhanced or new surface transportation infrastructure • Working in coordination with all other applicable transportation authorities • Identify and secure funding opportunities appropriate to Denton's purposes • Grant opportunities and application writing and submittal • Keeping current with transportation innovations, safety measures, legal requirements, funding sources It is the intent of the City of Denton to award the contract for the initial term of two (2) years from date of executed contract or issued Purchase Order. At the expiration of the initial contract period, the contract may be renewed annually by written agreement between both parties for up to three (3) one-year renewals at the same terms and conditions as agreed upon in the initial contract. DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F CITY EXPECTATIONS This proposal and the resulting partnership is focused on continued safe and efficient surface transportation for the citizens of Denton and all who visit or travel through our City. These services will be delivered at the most effective and cost-efficient processes. The successful firm shall demonstrate and perform all necessary actions to secure funding opportunities to leverage local funding to enhance the local transportation infrastructure and regional transportation infrastructure that impacts mobility for the general public traveling in and/or thru the City of Denton. The successful firm will be required to demonstrate the ability to work collaboratively with other transportation and governmental agencies in planning efforts, securing funding, and implementing mobility enhancements. The awarded firm shall have the skill set, ability and innovation to accomplish all aspects of the requested services. FIRM RESPONSIBILITIES General Program Management The firm shall aid City Staff with management of the Transportation Program/Mobility Plan and represent the City in general and professional activities that are required to successfully execute this program as directed by city staff. These duties will include as a minimum the following items: Attend and participate in meetings with City staff and officials as scheduled and required; preparing reports, and providing presentations; l. Attend local, regional, state and federal transportation meetings and events that are of importance to the Transportation Program/Mobility Plan/City of Denton City Council Mobility Committee and relate pertinent outcomes to staff; 2. Attend the monthly City of Denton City Council Mobility Committee meeting and provide report(s) on any on-system projects initiated by the Texas Department of Transportation (TxDOT); 3. Assist City staff in coordination with TxDOT; NCTCOG; United States Department of Transportation; United States Army Corps of Engineers; Federal Emergency Management Association; Environmental Protection Agency; Texas Commission on Environmental Quality; and other regional, state and federal agencies as required to facilitate all aspects of this Program; 4. Assist City staff in determining which projects may be affected by local or regional events or may impact those events and outline strategies to meet community expectations; 5. Support City staff with monitoring and updating the overall project schedule throughout the contract in coordination with utilities, real estate, environmental, design consultants, construction managers, contractors and others that are involved at the program and individual proj ect levels; 6. Facilitate coordination between the City of Denton, the North Central Texas Council of Governments (NCTCOG) and the Texas Department of Transportation (TxDOT) on Phase II of the 35Express Project from the southern city limits to the northern city limits; 7. Monitor what the NCTCOG Metropolitan Planning Organization is considering and/or � DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F implementing; 8. Help promote City of Denton wants and needs with all organizations; 9. Monitor NCTCOG and TxDOT future plans for IH-35W impacting the City; 10. Assist in facilitating plans for West Loop to 288 to include environmental clearance, funding efforts and commitment from TxDOT/NCTCOG to advance the project to construction. 1l. Assist in facilitating plans for FM 1515/Airport Road include preliminary plans, environmental clearance, funding efforts and commitment from TxDOT/NCTCOG to advance the proj ect to construction. 12. Assist in facilitating the use and implementation of monies received or generated from regional toll facilities; 13. Assist in the facilitating design, right of way acquisition and construction of projects as designated by staff; 14. Help the City in monitoring funding sources and opportunities to advance key City of Denton transportation projects; 15. Provide any needed staff assistance for the City's Capital Improvement Plan (CIP) and Bond Oversight Committee; 16. Assist in research, preparation and development of grant and other funding applications; 17. Aid City staff in preparation of project or program-related resolutions; 18. Provide miscellaneous transportation planning, funding, and any additional management assistance that may be requested by City officials; 19. Provide monthly detailed reports detailing the status of deliverables; 20. The successful firm will be required to retain any documentation connected to this contract, whether electronic or paper, for a period of twenty-four (24) months after the completion of the contract; 21. Describe any other contribution your firm could provide with general program management. Design Management Assistance The firm shall assist City staff with design management by providing general assistance over the design process and making recommendations for process improvement as specifically stipulated by City staf£ The firm will perform these duties and responsibilities which include: l. Describe the skills and abilities of the firm's staff in design management and project implementation. Include any specific, successful recommendations implemented in the past, who, where, when and how this was accomplished. Strategic Planning The firm shall aid staff with the City's Transportation Program/Mobility Plan by analyzing and identifying its transportation needs, assisting with the overall development of surface transportation priorities. At the direction of staff assist and/or develop a comprehensive plan, segmenting the projections into 5-year increments. This plan would include risk analysis, proj ected growth, proj ected economic and environmental conditions, proj ected legal requirements, new surface materials development to optimize efficiency and effectiveness of the City of Denton Transportation Program/Mobility Plan. 3 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F l. Monitor all applicable agencies and organizations for any impact to Denton surface transportation; 2. Describe how you will assist the City in developing strategic long-range transportation goals and objectives. Identifying and Securing Funding The firm shall continuously seek out funding sources, both conventional and innovative, to achieve Transportation Program/Mobility Plan goals l. Assist in determining ability and willingness of other stakeholders to participate, whether in cash or in kind, to advance the proj ect; 2. Monitor all applicable agencies and organizations for funding opportunities; 3. Assist with funding opportunities, applying for those funds and securing them for the City of Denton. Community Outreach and Educational Program The firm shall provide information and educational material to the City for engagement and involvement of stakeholders through all stages of the projects associated with the Transportation Program a) Explain successful community outreach and educational programs used in the past; when, where and what tools were used to impart information. Organization Associations The successful firm shall provide verifiable and documented evidence of an effective, ethical, professional, working association with the following agencies. These organizations will be monitored for possible opportunities and impacts to key Denton projects. The listed agencies are not an all-inclusive listing. Association with any other agency or organization that would be helpful in realizing the City of Denton goals, objectives and priorities shall be listed. Federal • U.S. Congress and appropriate Congressional committees, • Department of Transportation, • Federal Highway Administration, • Federal Transit Administration, • Federal Railroad Administration, • Transportation Safety Administration, • Federal Aviation Administration, • U.S. Army Corps of Engineers, and • Environmental Protection Agency; State • Texas Governor's Office, • Texas Legislature and appropriate legislative committees, • Texas Turnpike Authority, Texas Transportation Commission, • Texas Department of Transportation — Headquarters Division (Austin), and � DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F • Texas Commission on Environmental Quality, Regional • Dallas Area Rapid Transit (DART), • Fort Worth Transit Authority (The "T"), • Denton County Transportation Authority (DCTA), • North Texas Tollway Authority (NTTA), • Texas Department of Transportation -Dallas District, • Texas Department of Transportation -Fort Worth District, • North Central Texas Council of Governments (NCTCOG), • Metropolitan Planning Organization (MPO), • Regional Transportation Council (RTC), • Dallas Regional Mobility Coalition (DRMC), • Partners in Mobility, • Tarrant Regional Transportation Coalition (TRTC), and • Other entities as directed by the City; Additional Submittal Responsibilities l. Responses shall include resumes for the lead engineer, contract manager or any other major staff involved with this contract; 2. Include a list with contact information detailing current like contracts and how you would prioritize the needs of your clients with conflicting projects. 3. Selected firms may be asked to participate in individual interview processes with the City evaluation committee. Cost incurred will be the responsibility of the firm. The Purchasing department will notify any firms requested to make a presentation and the presentation agenda. CITY RESPONSIBILITIES The City of Denton will: l. Provide records of information on existing or future specifications, plans or considerations involving surface transportation. 2. Provide a proj ect representative who will have the authority to receive reports, coordinate activities of city staff, and determine the information and/or report formats required as the contract proceeds. As conflicts and discrepancies are discovered, they will be resolved in the most expedient manner possible. 3. Respond to successful firm inquiries, requests for acceptance of deliverables as established in negotiations and the contract document 4. Process approved payments 5. Define and negotiate other responsibilities, tasks and projects as necessary for the benefit of the community 5 DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F I�1�vov��v� 'T�tA�SP�R�A�'ION 5��.��IONs I�C. 2701 Valiey View I.ane ♦�'armers �ranch, '�exas 75234 A(972) 484-2525 6(972) 484-4545 ••�- .' • : � �- � .� � �' i� �� • A'' Ref: RFQ 6610 Transportation Consulting Services - Request for Pricing Dear Ms. Cogdell, !n response to your request for pricing in relation to the recently closed RFQ for Transportation Services, 6TS intends to continue with an annual contract amount of $126,000 made payable monthly at installments af $10,500 per month. This fee covers all the services proposed in the RFQ plus any additi sf nts identified by city staff. If you have�iy questions or need�dditional information, please don't hesitate to contact me. � � . .� ' • . +.� DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F CONFLICT OF INTEREST QUESTIONNAIRE �_�..�_..._�� .��. _H.. _u.�..�_�. . ��__w�..._w�.__�,� �...w_��w �� ......... ._ ......�....�...�...,.,...�., ... __ .....�. ONFLICT OF INTEREST QUESTIONNAIRE - FO�� CIQ For vendor or other person doin� business with local Qovernmental 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 fled. 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 relaHonship with local governmental enHty. `�.��"� """""""""� """""""""'.'."'._..�..� ............................_.. w.... �......Check this box if you are..filing..an update..to..a.__rev�o._....y....._e�............��....... � ............................... .�_ww_� �.ww.. 2 p ' usl fil questionnaire. (The law requires that you fle an updated completed questionnaire with the appropriate filing authority not later than the 7`h business day after the date on which vou became aware that the ori¢inallv filed auestionnaire was incomnlete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. 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 defned 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? 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 entity7 � Yes � 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? � Yes � No D. Describe each employment or business and family relationship with the local government officer named in this section. ww._........._ �� .................��.�....��.��.. .....�.. �_�...._�........_..��.�_ i.�l�4 �� I have no Conflict of Interest to �4� a�; ...... ,,,��,�,� �� P�� M. .....� .._.......��......�..�.�..__�� 5 � " � ,�„� , �,^m , µ N„� ��" �"""'"� December 18, 2017 " �„ ��"""�'va�te9�ni �� with the governmen� .....- ._._.�.��.��... ........_......��.�_ � ,, � �i�i��alY'" tal entity Date DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F Exhibit o House Bi1189 - Government Code 2270 VERIFICATION I� �onn Polster � the undersigned representative of Innovative Transportation sd�'io��yr�.Business name (hereafter referred to as com�an�), being an adult over the age of eighteen (18) years of age, verify that the company named-above, 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 the contract the above-named Company, business or individual with City of Denton. Pu�suant to Section 2270.001, Texas Gove�nment Code: 1. "Boycott Is�ael " means �efusing to deal with, te�minating business activities with, o� othe�wise taking any action that is intended to penalize, inflict economic ha�m on, o� limit comme�cial �elations specifically with Is�ael, o� with a pe�son o� entity doing business in Is�ael o� in an Is�aeli-cont�olled te��ito�y, but does not include an action made fo� o�dina�y business pu�poses; and 2. "Company" means a fo� p�ofit sole p�op�ieto�ship, o�ganization, association, co�po�ation, pa�tne�ship, joint ventu�e, limited pa�tne�ship, limited liability pa�tne�ship, o� any limited liability company, including a wholly owned subsidia�y, majo�ity-owned subsidia�y, pa�ent company o� affiliate of those entities o� business associations that exist to make a p�ofit. John Polster Name of Company Representative (Print) DocuSigned by: ,�b�t,ln, �b�S{t,V' Sigri�i��`��ompany Representative 2/23/2018 �2te DocuSign Envelope ID: 8CE38E35-62D9-4DFC-BD32-BD7A62CBB89F Exhibit o Senate Bi11252 -Government Code 2252 CERTIFICATION I John Polster � the undersigned representative Of Innovative Transportation Solutions, Inc. (Company or business 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 company named above 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. 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's Materials Management Department. John Polster Name of Company Representative (Print) DocuSigned by: ,�b�t,ln, �b�S{t,V' Sig ��npany Representative 2/23/2018 �2te Certificate Of Completion Envelope Id: 8CE38E3562D94DFCBD32BD7A62CBB89F Subject: City Council Docusign Item - 6610 Source Envelope: Document Pages: 42 Signatures: 4 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTG06:00) Central Time (US & Canada) Record Tracking Status: Original 2/22/2018 4:58:23 PM Signer Events Jamie Cogdell jamie.cogdell@cityofdenton.com Senior Buyer City Of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign John Polster johnp@itsinc-tx.com Innovative Transportation Solutions, Inc. Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 2/23/2018 10:15:53 AM ID:fe46cb4b-7695-47fe-949c-eb2f8ad5463d Larry Collister larry.collister@cityofdenton.com Deputy City Attorney Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/26/2017 2:27:28 PM ID:01f5f868-f109-4e29-ad49-21db9046c882 Rebecca Hunter rebecca.hunter@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman todd.hileman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Holder: Jamie Cogdell Jamie.Cogdell@cityofdenton.com Signature � pl�t� Using IPAddress: 129.120.6.150 ,�, DocuSigned by: Il� ,JD� �b�S{t.Y' I^-72DD513CDFF6463... Using IPAddress: 66.64.18.134 oo��s�yoea ny: � Ca(�sf�r 38A6D90FD93B4AB... Using IPAddress: 47.190.47.120 ��, � �� Status: Sent Envelope Originator: Jamie Cogdell 901 B Texas Street Denton, TX 76209 Jamie.Cogdell@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 2/22/2018 5:03:36 PM Viewed: 2/22/2018 5:03:43 PM Signed: 2/22/2018 5:05:32 PM Sent: 2/22/2018 5:05:34 PM Resent: 2/23/2018 9:13:16 AM Viewed: 2/23/2018 10:15:53 AM Signed: 2/23/2018 10:39:35 AM Sent: 2/23/2018 10:39:39 AM Resent: 2/23/2018 2:19:53 PM Viewed: 2/23/2018 2:25:35 PM Signed: 2/23/2018 2:28:08 PM Sent: 2/23/2018 2:28:11 PM Signer Events Accepted: 7/25/2017 11:02:14 AM ID:57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer Walters jennifer.walters@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Rebecca Hunter rebecca.hunter@cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer Bridges jennifer. bridges@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Signature Status Status Status Status Status Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 2/23/2018 10:39:38 AM Sent: 2/23/2018 10:39:38 AM Carbon Copy Events Status Timestamp Jane Richardson jane.richardson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mark Nelson Mark.nelson@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Envelope Summary Events Envelope Sent Signature Status Hashed/Encrypted Timestamp Timestamps 2/23/2018 2:28:11 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: John Polster, Larry Collister, 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 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� Legislation Text File #: ID 18-289, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting all bids received under IFB 6621 - purchase of 138kv circuit breakers and maintenance parts - pursuant to section 252.043 (�, Local Government Code; authorizing the City Manager, or his designee, the authority to enter into a contract with the Lower Colorado River Authority, through an Interlocal Cooperative Purchasing Program participation agreement pursuant to section 271.102 of the Texas Local Government Code, for the purchase of high voltage circuit breakers for Denton Municipal Electric; providing for the expenditure of funds therefor; providing an effective date (File 6621-Interlocal Cooperative Purchasing Program participation agreement for the purchase of electrical equipment with the Lower Colorado River Authority awarded to Siemens Industry, Inc. In the not to exceed amount of $2,200,000). The Public Utilities Board recommends approval (7-0). City of Denton Page 1 of 1 Printed on 3/2/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City of Denton _ . City Ha11 �� 5 215 E. McKinney Street tiY �"� �� " Denton, Texas www. cityo fdenton. com DEPARTMENT: CM: DATE: SUBJECT AGENDA INFORMATION SHEET Materials Management Todd Hileman March 6, 2018 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting all bids received under IFB 6621 — purchase of 138kv circuit breakers and maintenance parts — pursuant to section 252.043 (f), Local Government Code; authorizing the City Manager, or his designee, the authority to enter into a contract with the Lower Colorado River Authority, through an Interlocal Cooperative Purchasing Program participation agreement pursuant to section 271.102 of the Texas Local Government Code, for the purchase of high voltage circuit breakers for Denton Municipal Electric; providing for the expenditure of funds therefor; providing an effective date (File 6621-Interlocal Cooperative Purchasing Program participation agreement for the purchase of electrical equipment with the Lower Colorado River Authority awarded to Siemens Industry, Inc. In the not to exceed amount of $2,200,000). The Public Utilities Board recommends approval (7-0). BACKGROUND Denton Municipal Electric (DME) has substation projects in its approved five-year Capital Improvement Plan that will require installation of 138kV circuit breakers. Circuit breakers are necessary substation protective devices that have the capability to interrupt the flow of electrical current during faults to prevent damage to equipment, structures, and personnel. Circuit breakers are controlled by microprocessor based devices, referred to as "relays." Relays monitor various electrical conditions in substations and on electrical circuits. If a relay detects a fault, or other abnormal condition, it will automatically activate controls to open the circuit breaker to interrupt the electrical flow. A picture of a 138kV circuit breaker and typical substation layout is included in Exhibit 4. DME currently has ninety-four (94) 138kV circuit breakers in service and three (3) replacement breakers. Eight-six (86) of these are Siemens SPS2 breakers and eleven (11) are Mitsubishi circuit breakers. Circuit breakers are rated by both the normal current that they are expected to carry and the maximum short circuit that they can safely interrupt. The bid requested quotes for 3000 Amp circuit breakers for both 40kA and 63kA short-circuit loads. Higher interrupting ratings are required in some locations on the DME system. Invitations for Bid (IFB) were sent to 424 prospective suppliers. In addition, specifications were placed on the Materials Management website for prospective suppliers to download. Two (2) bids were received. The lowest bid was submitted from Siemens Industry, Inc., with a lead time of 16 weeks after receipt of order. A summary of the bid results are included in Exhibit 2. Although a formal IFB was conducted, staff is recommending the rejection of all bids, and utilization of the existing cooperative agreement 4297 through the Lower Colorado River Authority. The utilization of the cooperative contract allowed the City to accept previously negotiated terms and conditions, rather than negotiate a new contract. The cooperative agreement offers comparable pricing as provided in the bid response (Exhibit 2). Although the total cost on the cooperative contract is slightly higher than the IFB pricing, staff time was saved in the negotiation of the contract terms and conditions with Siemens Industry, Inc. Pricing obtained through the Lower Colorado River Authority has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. Purchase orders will be issued based on need in project construction schedules, and there is no minimum purchase requirement. A list of proposed projects that will utilize this equipment is included in Exhibit 5. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISIONS) On December 12, 2006, Council approved the Interlocal with the Lower Colorado River Authority (Ordinance 2006-334). RECOMMENDATION Approve the purchase of 138kV circuit breakers and maintenance parts from Siemens Industry Inc. in the not-to-exceed amount of $2,200,000. PRINCIPAL PLACE OF BUSINESS Siemens Industry, Inc. Richland, MS ESTIMATED SCHEDULE OF PROJECT The contract was executed by the Lower Colorado River Authority on December 15, 2015 and may be renewed annually, with a contract termination of December, 18, 2020. Orders will be placed as project schedules require and will be delivered within 16 weeks FISCAL INFORMATION The costs for material purchased under the proposed agreement will be funded out of amounts budgeted for specific projects. The work proposed will be in the transmission category. These costs for transmission projects will ultimately be recovered through the Public Utility Commission Transmission Cost of Service Program (TCOS). STRATEGIC PLAN RELATIONSHIP The City of Denton's Strategic Plan is an action-oriented road map that will help the City achieve its vision. The foundation for the plan is the five long-term Key Focus Areas (KFA): Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable, and Family-Friendly Community; and Sustainability and Environmental Stewardship. While individual items may support multiple KFAs, this specific City Council agenda item contributes most directly to the following KFA and goal: Related Key Focus Area: Related Goal: EXHIBITS Public Infrastructure 1.6 Collaborate with local, regional, state, and federal partners Exhibit 1: Agenda Information Sheet Exhibit 2: IFB 6621 Pricing Tabulation Exhibit 3: LCRA contract Exhibit 4: Technical Drawing Exhibit 5: Proj ected Circuit Breaker Needs Exhibit 6: Ordinance Respectfully submitted: Karen Smith, 349-8436 Purchasing Manager For information concerning this acquisition, contact: Brent Heath 940-349-7180. � � v � v N £� � �o •� W +r N V � V � x d '_ i � � a �^ 0 m � L � ' � � c-I C d N 71 � � � w � W � m A, LL W � �} V Q �.a .� 7 � � w m v � U £ � � � w N L U W � N V N � -� a � � � � � � W � � c-I C � L N � N V �p � � � W � m LL � � � i � � � � � W N � � � a W � — o 0 J }� tn hU V N � '� a f ._ � � � � � � v � � �o �i c � t � � S Vf � � � � c W � O ) U � � a 0 � U u ; ; w J � ' v/ � ? . � v � C � - (0 �o a Z N W {n �' O � U Q � O C � a` v {n C � m m � O � }.i W � • � 2 • � — � Q Q C � � � �INI I�I�I�I�I�I�I� O O v�i lM0 lM0 O � lM0 O V1 � O o0 I� I� c-I o0 00 7 � �f1 � l�0 �N M M � N c-I �/1 u1 01 N N M N ^ W l0 N c-j � M ^ c-i W c-I 1/} 1/} 1/} 1/} 1/} 1/} 1/} 1/} 1/} {/} � 01 L�f1 l0 l0 � � � 7 � N O 7 7 � � p v1 rj � N M M N ry �� t/} t/} t/} �'�i t/} t/} � .�I.� I I NI NI NI NI NI �I � O O O O O O O O O � O � O O O O � O O O N �/1 00 N c-I � � O M I� � c-I c-I t/� t/� t/� t/� t/� t/� t/� t/� t/� V} O O O O O O O O � ry uj O O O O O O � O �� O O O OO O O p t�/) t^/) t/) t/) t/) t�/) t/) t�/) � �I�I INININININI�I� O O O O O O O O O � O � O O O O OD O 0 0 � � � N N N 00 N �/1 �/1 00 V1 00 N c-I m � �+ o M I� � c-I .n .n .n .n .n .n .n .n .n v� 0 0 0 0 0 0 0 0� ,o „� o 0 0 0 0 0 0 �� O O O OO O O p t�/) t^/) t/) t/) t/) t�/) t/) t�/) � 0 a y N Q I K> � lD tj O Y Y m m ; u m i i�+ � � � Q- m m p� [p ( �V 'u 'u � Y { � m O � U U O l�D Y Y ( O p_ � � O v ti ti � �l Y U I Y Y O (J { W W � K N I N N �D � � Q Q N U � C � � � - O O — v U � +�+ O L � � � O O O L� > CJ H C�J S �N CO � '" a ' 0 Y a a y a a a a a a a � y c i m i J [Q C Q } � y i w z � � � � � m � Q � � i a a m f a z z W � ti c� � m a �n io � o� m F V V �� ,� � ��I��aw�� °�� '�� nn� �I��: � � � ��"�� I� �a� �m,i��i��a�rw� � �au�u ua � �a��apwr�eu��aurrr �a�;eoru��.w MM• w ♦ '�1 • • �- 1�' : � M. � • . # • . A r " . � � � [ , • , ^ . ' M . • * . • 4 11 . � . ,N • . . 4 M •� •. •. . �, . . . . w � , . �` ,. � ' * •» II.« .� � � r � �i •' •*M ��»��I �� o �� ihis Cantract is a master contract. • • • • M. • N• •. • • „�� ,� �, , •. �,_* � N.« �, 'i�� "� ��:••�: �� • .•• M�� 4 ..•� i' ��I ��.... ,* ... ., .. � � ,• .. .. M. .. : � �.. � •�'� . • ' � 11 �. .. ��: , i� � � M . . ,.� .. •.:. � • . � �. w�. . .. .. ., � . � . �,: � �. 4. M ' I 1 . � ... � ,. y. .« . �,. ,....: � �..� * :�. . # , �. ' � . ,WM':a�� Itl U� A� � �. �.w�Al�� ul �� IB �W�d�� I�o&��8 This Contract cr�nsists of the fa{{owing dt�cumec�ts ("Cr�r�tract Da�cuments"') and all exhibits and attachments thereto, each of which ar� �ncorpc,rated by reference. The dQcuments are listed in their arder af precedence from highest tc� lawest. 1. ihes� executi�n pa��s; 4. A Staterrrent of Wark, if any; and 2. The Terrr�s and Cc�nditicrns; 5. All other Exhibits. 3. Each Order issued under this Cnntract and any Chang,e Orders, if any; ihe duly autho,�i��'d� j e�resentatives csf the Parties have read all the Contract Documents and execute this �ontract bv.�ieir s° atures belaw: .. , . �y. ��. � �° horiaed Signature ,. �a, �,,��.'"�., Printed Name� � �..�� ._._.....__.�. � Titled � �� Date: m� �°'�� LCRA: B�: �� AuCharized Sip;nature ��.i��d ��, Matthew D. Januski -�� Sr. Category Mgr [7ate: 12-18-15 Goods Cpr7tract Page 1 af 39 Rev. 8_01A32p15 Contract #4297 ��C"�"�� µ �'"�:VI�� 9�� :"� I��°�� „�� "�'�� The titles and s�ctic�n h��dings of this Contract are included for canvenience ranly and shall not be deemed to constitute a part of this Cc�ntract. AR7VCLE 1: ARTICLE 2: ARTICLE 3: ARTfCLE 4: ARTICLE 5: ARTICLE 6; ARTICLE 7: AR7ICLE 8: ARiICLE J: AR7ICLE 10: AR7ICLE 11: ARTICLE 12: ARiICI�E 13; ARTICLE 14: ARTICLE 1S: AR1`ICLE 16: A�71CLE 17: ARTICI�E i$: AR7ICI�E 19: ARTICLE 20: ARTICLE 21: ARTICI.E 22: ARTICLE 23: ARTICLE 24: ARTICLE 25: ARTICLE 26: ARTICIE 27: ARTICLE 28: ARTICLE 29; ARTICLE 30: ARTICLE 31: ARTICLE 32: ARTICLE 33: ARTiCLE 34: ARTICLE 35: AR7ICLE 36: ARTICLE 37: ARTICLE 3$: Gaods Cpntract Contract #4297 [7EFliV BTIC?N5 ..........................................................................................................................................................4 Ni�rTICES ................................................................. �............,............,..........................,.......................,.,........... �.... S pM�n��nn�cvrs a,r�a c�A�� a��s ................................................................................................................� GO(7C�S TU BE PRUVIDED ......................................................................................................................................6 IiVSP�CTICJN, REVIEW AND ACCEPTANCE .............................................................................................................7 SCN�CIULE ..............................................................................................................................................................8 Pf�ICE NG .................................................................................................................................................................8 PAYCVIENT..............................................................................................................................................................9 TAXE5.....................................................................................................................................................................9 SHIPMENTANDDELIVERY ...................................................................................................................................1Q TlTLEA�VD F�ISK OF LOSS ......................................................................................................................................10 IfJSI,YRANCE ..........................................................................................................................................................11 CIWNER5HIPC1F C7ELIVERABI.ES ..........................................................................................................................12 WAR�A6VTfES Af�O STAlVDARDS .........................................................................................................................13 PUB�.IC WNFCIRMATICIN ........................................................................................................................................15 GE(�ERAL iNDEMNI7Y ..........................................................................................................................................15 INiELLECTUAI. PROPERTY INDEMNITY ...............................................................................................................16 INC7�lV1NITY PRCJCEDURES ...................................................................................................................................1i lIMITATIC7N CiF LIAf�ILITY ....................................................................................................................................17 FAI�IJRE Tc� ACT ..................................................................................................................................................18 REMEDIE5............................................................................................................................................................18 FC7RCEBVIAJEURE .................................................................................................................................................18 TERMINA71C7�1 FOR CC7NVENIENCE ....................................................................................................................19 TERMINATICtNFOR CAUSE ..................................................................................................................................19 51JSPEN59C7N........................................................................................................................................................20 DISPUTERESOLUTI(7N .........................................................................................................................................21 GC7VERIVINCa LAWS, RE(aULATIC7N5 AND 5TAI�JIJARC)5 .......................................................................................22 LICENSESAND PERMITS ......................................................................................................................................22 SUPPLIERC7IVERSIiY ............................................................................................................................................23 INDEPENqENTCC7NTRACTOR ..........................................................�...................,...........................................,,.23 EMPLC7YEE AND 5UBCONTRACTC7R CC71Vt7UCi ...................................................................................................24 SIiE INSPECTIt7N ....................................................................................................Errar! Bookmark not de�ined. 5AFE7YREQUIREMENTS .....................................................................................................................................25 ENVIRC7PdMENTALREQUIREMENTS ....................................................................................................................26 (7N-SITE ACT�V1TIES .............................................................................................................................................27 USEfJF LCRA EQUIPMENT ..................................................................................................................................27 WORK FC7R FAYETiE POWER PROJEC7AND LCRAAFFILIATES ...........................................................................28 SECl1Rl1'Y A7 LCRA JOP SITE ................................................................................................................................28 Page 2 vf 39 Rev. 8_01132015 ARTICLE 39: ARTICLE 40: ARTICLE 41: ARTICLE 42: ARTICLE 43: ARTICLE 44: ARTICIE 45: ARTICLE 46: ARTICLE 47: EXHIBIT A: EXHIBIT B: EXHIBIT C: EXHIBIT D: Goods Contract Contract #4297 ETHICSREQUIREMENTS ......................................................................................................................................28 RIGHTTO AUDIT ..................................................................................................................................................29 FINANCIALOBLIGATIONS ......................................... ................ .........................................................................29 LIENS....................................................................................................................................................................29 BANKRU PTCY ....................................................................................................................................................... 29 PUBLICIIY............................................................................................................................................................30 APPROVAL...........................................................................................................................................................30 ADDITIONALPROVISIONS .......................................................................... ........................................................30 SU RV I VAL ............................................................................................................................................................. 31 TECHNICALSPECIFICATIONS ...............................................................................................................................33 SCOPEOF SUPPLY ................................................................................................................................................34 PRICING AND PRICE REVISION METHODOLOGY ................................................................................................37 MANDATORY HEALTH AND SAFEIY CONDITIONS ...................................................... .......................................39 Page 3 of 39 Rev. 8 03132015 �+ M • , - .; , .� .�, . . ,, . • - aN . , , k .� � w� �. • � � • • w , �; ,�, . - +r r • • • • ^ ♦ • • ' r• w• �r . � �. , , . . � . . , # �,. .� .� , , -• • . •�rr � � . . ,. � ,s �, � • • s , � • * • • �r .w K -r • w� ... ,� �,. . -• .� • •+� .�s +► r� - ♦ ► • ►t w s •. ,�w �r r •�r . •. • �• • l - . �► ^ ♦ � r s �r ^� r • N ;� � M - • r • • • �^ • ; r • • . r �,. �,•. • � M • •- •. • r ' ♦- • r. � �*; ,� • a- .�� .�,�. Contract Ctocurnen�s - Thc�se documents as described in the Contract Documerrts section of th� execution pages. Cantract Time - The number c�f days or the dates stated rn the Order tc� achieve Completion for a Project. Carrective Actian — Any repair, replacement, m�rdificaticrn, re-perfcrrmance ar ather action necessary to cure any Defective Gac�ds csr any d�f�cfi an the Ancillary 5ervices. Corr+�ctive Action Request - Ir�structs the Supploer to provide a corrective actian plarr vvithdrr fiv� {5} business days e�f issuanc� that will cur� the default or naneonfcrrmity. Defective f�crc�ds — Coods which do nat ccrnforrrr tr� the requirements of ihe Contract C7ocurr��nts. beliverables — Wc�rk prc�ducts, including withaut limitatian, documentation, photographs, studies, data, schedules, test results, drawin�s, specifieatic�ns and r�ports under an Order. � w. .. �� * . ...;: M t. � :.. ! • ' . i � .. . N. ' • , , i,. � • ..� ��. i M� � " ."� .. � "` . M • : �'. , . *. * �,' �. ��.. • • • ; • ,: �" • �..... # '.. #� ""� ..� � � * A. :� ��• � �. : � i ... . � �'� . � � � • i- MI .� 1�� # � �: 4 �'� � • . �M�; � * 4 ^ ��MM % .• * w . •' ! •* M -• Ir* • LCRa - Lower Colorado R�ver Autharity, a conservation and reclamation district c�f the State of Texas created pursuant to Artacfe XVf, 5ection 59, of the Texas Canstitution. LCRA Affiliate - Includes (aer�iex Pcrwer Cc�rporation, LCRA Transmission Services Corparation and any similar entity currently existing r�r hereafter cceated, membership c�n the governing bady af which is cantrc�lled by LCRA. I.CRA Agent - A desigrrated representative af LCRA, as identified at ��t�_��rvr�sv�m��°�w,��il�!�y��o�n��s��a�ar�u��w�d��l�t�:��a:W�Orr��°�&��,��s�,��,��c�� ,�t�� r��s�cw��u��,u,.9�r�.��, wh�r shall have primary responsibility fior overall management of the Cc�ntract. C7nly an LCRA Agent may execute this Contract ar any Amendment ficr it; send and receive notices; crr enfc�rce c�ntract remedies. An LCRA Agent is alsa aufihorized to execute Clyders and Change Ord�rs. �. .. �« • • • • ^ •• Goods Contract Page 4 of 39 Rev. 8_U1132p15 Contract #4297 LCRA Representative(s) — LCRA employee(s) who assist the LCRA Agent in monitoring the performance of work. Examples of the LCRA Representative's activities, in conjunction with the LCRA Agent, include: communicate informally with supplier; communicate with LCRA Agent; coordinate work; monitor performance of Ancillary Services against contract requirements; monitor environmental and safety compliance; help evaluate proposals and Supplier responses; accept Ancillary Services; participate in invoice approval; and assist in negotiations. AN LCRA REPRESENTATIVE IS NOT AUTHORIZED BY LCRA TO EXECUTE, MODIFY, TERMINATE, ENFORCE, WAIVE COMPLIANCE WITH OR ACCEPT ON LCRA'S BEHALF W�RK PERFORMED UNDER THIS CONTRACT AND ASSOCI- ATED ORDERS. Order — A request by LCRA for Goods and Ancillary Services to be provided by Supplier under this Contract. A written Order will be signed by an LCRA Agent and may include any or all of the following: a SOW, Technical Specifications, pricing, schedules, purchase order, and other pertinent documents. Purchase Order Number - A number that refers to LCRA's internal accounting number by which expenditures under this Contract and its associated SOWs are tracked. Site - The LCRA's and its Affiliate's property {which may be owned as fee owner or tenant in common or held subject to an easement), including adjacent bodies of water, to which Goods are to be delivered or at which Ancillary Services are to be performed. Statement of Work (SOW) - Describes any Ancillary Services to be provided by Supplier and will also include the period of performance, the place of performance, price and any other pertinent information agreed to by the parties. Supplier - LCRA's counterparty to a contract and its employees, agents and subcontractors, who will supply Goods and Ancillary Services to LCRA. Technical Specifications - That part of the Contract Documents consisting of written technical descriptions of materials, equipment, systems, standards, and workmanship as applied to the Goods and Ancillary Services, and certain administrative details applicable thereto. ARTICLE 2: NOTICES All notices required under this Contract must be made in writing and sent by registered or certified United States mail, return receipt requested or by nationally recognized courier service to the address below. Notice may additionally be sent by email or fax as indicated below (referencing the contract number in the Subject line), but such service shall not excuse proper notice as set forth above. Parties may change their address by notifying the other party pursuant to this Article. I1 Siemens Industry, Inc Authorized Representative: Attn: HV CB Marketing Manager 444 Highway 49 South Richland, MS 39218 Email: ioel.mathewson@siemens.com LCRA: Lower Colorado River Authority Attn: Supply Management Re: Contract #4297 3700 Lake Austin Blvd. Austin, TX 78703 Email: notices@Icra.orA With a copy to: Goods Contract Page 5 of 39 Rev. 8_01132015 Contract #4297 Lower Colorado River Authority Attn: Office of the General Counsel 3700 Lake Austin Blvd. Austin, TX 78703 Email: le�alreview@Icra.or� Nothing contained in the foregoing shall be construed to apply to routine communications between representa- tives of Supplier and LCRA. ARTICLE 3: AMENDMENTS AND CHANGE ORDERS 3.A. Amendments. Except as an Order may be modified through a Change Order, this Contract shall be modified only through an Amendment. No verbal modifications to the Contract shall have any ef- fect. 3.6. Change Order Contents. All Change Orders must be in a form substantially conforming to the Change Order Templates Exhibit. ARTICLE 4: GOODS TO BE PROVIDED 4.A. Supplier shall provide Goods to LCRA and if applicable, Ancillary Services, as further described in the Exhibits or any Order issued under this Contract. No Goods or Ancillary Services will be provided to LCRA unless Supplier receives an Order from LCRA. This Contract does not guarantee a minimum amount Supplier will be paid or a minimum number of Orders. In no event is LCRA liable to Supplier for any costs or expenses other than for those stated in an Order and allowed under this Contract. 4.B. Supplier shall at its expense provide everything necessary for the complete, proper and timely exe- cution of each Order to be provided including, but not limited to, labor, home office support, engi- neering, design, fabrication, materials, fuels, supplies, manufacturing, transportation, technical field assistance, drawings and documentation. Supplier is responsible for considering the conditions af- fecting the performance of the Order including, but not limited to, conditions affecting the transpor- tation, handling and storage of materials; the availability and cost of labor and materials in and around all locations pertinent to the Delivery; and the uncertainties of weather, river stages and sim- ilar physical conditions affecting delivery of the Goods or Ancillary Services. 4.C. Goods shall be new and meet the requirements of all applicable codes, regulations, and industry standards to be new. Supplier shall not substitute Goods specified in the Contract unless authorized by LCRA Agent in writing. Unless substitution has been so authorized, Supplier shall, at its sole ex- pense, remove and replace any improperly substituted Goods. 4.D. RESERVED. 4.E. Supplier shall properly connect and coordinate its performance with LCRA and other contractors, and shall notify LCRA Agent if a problem with the work of others hinders Supplier in the performance of its Order. 4.F. If required by an Order, Supplier shall furnish for LCRA's approval, prior to commencement of manu- facturing or fabrication, general and detailed drawings of the Goods in the format requested. Such drawings shall be certified as to accuracy and completeness and shall show information adequate to enable LCRA to design and provide suitable clearances. Figures shall take precedence in all cases Goods Contract Page 6 of 39 Rev. 8 01132015 Contract #4297 over scaled measurements on drawings. Where obvious discrepancies exist in any LCRA provided drawings, or between the drawings and other Contract Documents, Supplier shall consult with and follow the instructions of LCRA Agent. LCRA Agent's approval of Supplier's drawings shall not relieve Supplier of its obligation to comply with the Contract requirements. 4.G. In addition to all other copies that may otherwise be required under the Contract, Supplier shall supply LCRA with true and correct copies of all documents and reports. 4.H. Supplier is to provide all personnel necessary to timely complete any Ancillary Services in accordance with each Order. ARTICLE 5: INSPECTION. REVIEW AND ACCEPTANCE S.A. Supplier shall maintain an adequate inspection system and perform such inspections as will assure that the Goods and Ancillary Services supplied by Supplier conform to the Contract requirements. LCRA reserves the right to review and approve the adequacy of Supplier's inspection system and demand changes where appropriate to meet the requirements of LCRA. Supplier shall provide all quality control and quality assurance program information requested by LCRA Agent. S.A.1. Supplier shall, at its expense, furnish to LCRA certificates of shop inspection as required by laws or regulations, or by the National Board of Fire Underwriters, or by any company insur- ing the Goods for the benefit of LCRA. 5.A.2. Supplier shall make all production and shop tests at its expense. LCRA shall have the right to have a representative present at such tests, including those at Supplier's shops, and notice shall be given to LCRA at least two (2) weeks prior to any scheduled test. Supplier shall give LCRA copies of certified test results promptly upon request. 5.6. LCRA shall have reasonable access to the Supplier's shop for inspection purposes with reasonable notice to Supplier and during Supplier's normal business hours. LCRA's inspectors and expediters shall be admitted at all reasonable times to the shops of Supplier, its subcontractors and suppliers for inspection purposes. LCRA's inspection of the Goods shall not relieve Supplier of its obligation to comply with the terms of the Contract. S.C. Each Party shall bear its own expenses in performing inspections, except that: (i) LCRA may use Supplier's facilities, ladders and scaffolds to perform inspections of the Goods and Ancillary Services; (ii) Supplier shall pay LCRA's reasonable expenses in re-inspecting the Goods and Ancillary Services which were rejected as non-conforming to the Contract requirements in an earlier inspection. S.D. Following delivery of the Goods to the Site and completion of Ancillary Services, LCRA shall notify Supplier in writing of LCRA's acceptance, but only after satisfactory completion of any requirements including, but not limited to, inspection and testing as specified in any Contract Documents ("Ac- ceptance"). Acceptance of the Goods or Ancillary Services shall not limit nor diminish Supplier's war- ranties and standards with respect to the Goods or Ancillary Services. LCRA may reject any Goods or Ancillary Services, or portion thereof, which do not conform to Contract Documents or that fails any required testing. If Goods or Ancillary Services provided by Supplier are not in accordance with the Contract Documents, Supplier shall remedy such nonconforming Goods or Ancillary Services at its own expense and in accordance with the terms of Supplier's warranty. S.E. LCRA will not pay for Defective Goods or Ancillary Services. Supplier shall repair or replace all Defec- tive Goods and Ancillary Services at its sole expense consistent with the terms of Supplier's warran- Goods Contract Page 7 of 39 Rev. E 01132015 Contract �4297 ty. Supplier shall promptfy remove from the Site any Goods or Ancillary Services that do not comply with the requirements of the Contract. S.F. RESERVED. ARTICLE 6: SCHEDULE 6.A. Time is a material performance criteria under this Contract. Supplier agrees to perform all obliga- tions as set forth in this Contract. If required by an Order, a specific progress schedule will be devel- oped for each individual task in compliance with the Order. If at any time it appears to Supplier that it may not meet any of the performance schedules or the scheduled completion date as agreed to by the parties under an Order for any reason, including labor disputes, Supplier shall immediately by verbal means (to be confirmed in writing) notify LCRA of the reasons for and the estimated duration of such delay. If requested by LCRA, Supplier shall make every effort to avoid or minimize the delay. Timely performance by Supplier is contingent upon LCRA's timely supplying Supplier with all required technical information and data, including drawing approvals, and all required commercial documen- tation in correct form. Supplier shall be entitled to a change order under these terms for any delay caused by LCRA, its contractors, successors or assigns. Unless excused under the terms of this Con- tract, should Supplier fail to deliver the Goods in a timely manner, and upon written request of LCRA, Supplier shall be obligated to pay liquidated damages as specified in Section 21.0 Remedies of this Contract as Supplier's sole liability for delays in delivery. 6.B. The Supplier shall be at all times responsible for maintaining the schedule and for keeping an LCRA Agent and the LCRA Representative informed of the schedule progress. Unless otherwise stated in an Order, Supplier shall provide to LCRA regular, written progress reports which shall show actual and projected progress and costs for all activities, finish dates, and actual percent of performance completed. 6.C. Supplier shall notify LCRA Agent within twenty-four (24) hours of the first knowledge that any scheduled date(s) will not be met and shall, within five (5) business days thereafter, submit a de- tailed program depicting the plans and actions being taken to regain the lost time. The notice shall not limit any other rights or remedies afforded LCRA under this Contract or by law. ARTICLE 7: PRICING 7.A. This Contract will not obligate any funds, as all funding will be issued under an Order. Under no circumstances should Supplier incur costs in excess of the amount stated in the Order. All monetary amounts will be calculated and based upon U.S. Dollars. 7.B. The prices, as set forth in Exhibit C, may be revised pursuant to the methodology prescribed in Price Revision Methodology of this Contract. Initial and revised prices shall be firm and fixed for the term specified in the Price Revision Methodology. All applicable costs will be included in the prices listed in the Pricing Exhibit, including without limitation any labor, documentation, travel, per diem, test- ing, materials, software, copies, mileage, computer charges, courier services, long-distance phone calls, electronic media charges, customs, duties, taxes, shipping and delivery costs, subcontractors, management, contingency fees, or fuel surcharge which may be required by Supplier to manufac- ture and or deliver or provide Goods or Ancillary Services to LCRA. 7.C. Either party may request a price change under the Price Revision Methodology in Exhibit C. LCRA reserves the right to accept or reject any price change request within thirty (30) days after receipt of Goods Contract Page E of 39 Rev. 8_01132015 Contract �t4297 the request. If the price change is rejected by LCRA, LCRA shall have the right to remove the Goods and cancel Ancillary Services to which this proposed price change applies, without terminating the Contract. LCRA shall also have the right to terminate the Contract and any Delivery Order without further liability to the Contractor due to a price increase. ARTICLE 8: PAYMENT Supplier shall invoice LCRA under the following terms: 8.A. Notwithstanding anything in this Contract to the contrary, all payments to be made by the LCRA hereunder are subject to Chapter 2251 of the Texas Government Code. Payment in full for invoices shall be due within thirty (30) days from date the invoice is received by LCRA. Invoices paid more than thirty (30) days after the invoice is received are subject to a late charge calculated pursuant to Chapter2251. 8.B. 8.C. 8.D. Invoices for payment under this Contract shall be emailed to invoice@Icra.org. Invoices shall include: 8.C.1. 8.C.2. 8.C.3. 8.C.4. 8.C.5. 8.C.6. 8.C.7. 8.C.8. Purchase Order Number prominently displayed on each invoice. If no Purchase Order Num- ber, Supplier shall include the name of the LCRA representative who placed the Order. Order line number(s). Timesheets for Ancillary Services performed on a time and materials basis. Receipts for all materials used for Ancillary Services performed on a time and materials ba- sis. Itemization of all Deliverables completed and delivered to LCRA. Records supporting all reimbursable expenses, including without limitation, for lodging, meals, mileage, airfare and car rentals. Ship to tocation indicated on the Order. Unit of ineasure indicated on the Order. Kits/Sets (if applicable) must be shipped complete and invoiced accordingly. Payment terms shall match the terms stated in the Contract. 8.E. Payments may be based on completion of the Services, fulfillment of milestones, or delivery of Deliverables as agreed in the Order. Final payment by LCRA shall not waive any rights and remedies that LCRA has and shall not release Supplier from any duties and obligations set forth in the Contract Documents. 8.F. No invoice shall be considered complete or payable unless all agreed upon documentation is submit- ted with invoice as applicable, which may include documentation supporting reimbursable and LCRA approved expenses, such as time sheets, transportation, lodging and meal expenses. 8.G. Credit Card Payments. If LCRA places an Order and pays with an LCRA ProCard (credit card), Supplier must generate an itemized receipt and send it to the person at LCRA who placed the Order in lieu of the foregoing invoice requirements. ARTICLE 9: TAXES 9.A. LCRA is exempt from all Federal Excise Taxes and the Texas Limited Sales and Use Tax under the provisions of Section 151.309 of the Texas Tax Code and LCRA shall be liable for all sales and excise Goods Contract Page 9 of 39 Rev. 8 01132015 Contract #4297 taxes should the exemptions be disallowed or limited. LCRA shall not be required to pay or reim- burse Supplier for taxes based upon Supplier's net worth, capital, net income, or franchise. All in- voices submitted by Supplier shall exclude these taxes. The Contract price shall include, and the Supplier shall pay, all other applicable taxes and assessments for unemployment insurance, workers' compensation, social security and disability benefits, and other taxes which are based upon the compensation paid to persons employed by Supplier or its subcontractors for the performance un- der this Contract. 9.6. Subject to Article 9.A., the Supplier's pricing shall include all applicable foreign, federal, state and local taxes payable with respect to this Contract. LCRA Agent shall provide Supplier with LCRA's di- rect pay permit or exemption certificate where applicable. Supplier agrees to cooperate in obtaining exemption certificates necessary to claim such exemptions. ARTICLE 10: SHIPMENT AND DELIVERY 10.A. Supplier shall deliver all Goods F.0.6. Destination with the delivery cost included in the pricing set forth in Exhibit C. Supplier shall coordinate shipment so that Goods arrive at the Site on schedule and during Site receiving hours. Supplier shall provide shipping notices to LCRA Agent prior to ship- ment of the Goods. LCRA's storeroom at the Site where the Goods are to be delivered shall be noti- fied at least forty-eight (48) hours in advance of the arrival of the Goods, or as otherwise required by the Contract, whichever is greater. Notification to LCRA's storeroom and all shipping notices shall include any special unloading and storage directions and a list of Goods required to unload the Goods. Supplier shall provide a complete bill of materials for each separate shipment. Every part that is not preassembled shall be identified on the bill of materials. 10.6. LCRA reserves the right to refuse shipments that do not contain proper markings, bills of materials, or for which proper shipping notices were not received. The return and redelivery will be at Suppli- er's sole expense. Any terms and conditions contained in shipping documents with the Goods shall be given no force or effect and shall not be included as part of the Contract Documents. ARTICLE 11: TITLE AND RISK OF LOSS 11.A. Title and risk of loss of Goods shall pass to LCRA upon delivery and inspection. Supplier warrants that title shall vest in LCRA free and clear of all liens and encumbrances. If the Goods are rejected as non-conforming, title and risk of loss shall remain with Supplier. 11.6. If the Goods require warranty work, title shall remain at all times with LCRA, except that if the Goods are replaced rather than repaired, LCRA's title shall vest in the replacement. 11.C. If the Goods require warranty work at Supplier's facility or any other off Site location, risk of loss shall pass to Supplier upon delivery by LCRA of the Goods to a common carrier. Risk of loss shall pass to LCRA upon delivery to LCRA of the repaired or replaced Goods and the completion of any required inspection, testing and Acceptance (as defined in the Inspection, Review and Acceptance Article). 11.D. It is the responsibility to Supplier to fully insure the Goods up through and including delivery and Acceptance. Use of a carrier does not relieve Supplier of liability. 11.E. Supplier shall bear the expense and risk of loss or damage to its work in progress, completed work, tools, materials, and all other incidents of its Ancillary Services prior to Acceptance. Supplier shall promptly replace or repair any loss or damage to its work at its own expense. Goods Contract Page SO of 39 Rev. 8 01132015 Contract St4297 ARTICLE 12: INSURANCE 12.A. Supplier shall maintain or cause to be maintained, for the duration of this Contract and any applica- ble warranty period, the insurance required by this Article, together with any other type of insurance required by this Contract, with the following requirements: 12.A.1. 12.A.2. 12.A.3. 12.A.4. 12.A.5. 12.A.6. 12.A.7. 12.A.8. 12.A.9. 12.A.10. 12.A.11. Policies shall be issued by insurance companies rated A- IX or better, by Best's Insurance Guide and Key Ratings (or, if Best's Insurance Guide and Key Ratings is no longer published, an equivalent rating by another nationally recognized insurance rating agency of similar standing) or other insurance companies of recognized responsibility satisfactory to LCRA, until all obligations of Supplier pursuant to the Contract Documents have been fully dis- charged, unless otherwise stated herein. Supplier shall obtain and maintain the insurance coverage speci�ed below on an occur- rence-basis, with the exception of Professional Liability insurance which may be on a claims- made basis. If Professional Liability insurance is provided on a claims-made form, then the insurance coverage must continue for a minimum period of two (2) years beyond the expira- tion or termination of this Contract, and any retroactive date must coincide with or predate the Effective Date. Supplier shall require any subcontractors to have the required insurance coverage contained herein and shall demand proof of such insurance. THE COVERAGE SHALL NOT BE CONSTRUED AS ESTABLISHING OR LIMITING SUPPLIER�S LIABILITY. LCRA shall be listed as an "additional insured" to the extent third party (LCRA is not a third- party) bodily injury (including death) or third party property damage result from the negli- gent acts or omissions of Supplier or Supplier's Subcontractors on all policies other than the Workers' Compensation and Professional Liability policies. Supplier for itself and its insurers hereby waives subrogation against LCRA, its directors, of- ficers, employees and agents. If Supplier fails to meet the requirements of this Article, LCRA may suspend the Contract, withhold payments or terminate the Contract for breach, provided Supplier has been pro- vided notice of said breach and fifteen (15) calendar days or a longer time accepted in writ- ing by LCRA to cure the alleged breach. All policies will be endorsed to provide that they may not be canceled, not renewed or ma- terially changed without thirty (30) days' prior written notice sent to LCRA. All policies will be endorsed to specify that they are primary to and not excess to or on a contributing basis with any insurance or self-insurance maintained by LCRA (not applicable to Workers' Compensation insurance policies). All liability policies shall provide cross-liability or severability of interest or a separation of insureds clause. Supplier shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. 12.B. Insurance Requirements Type of Insurance 12.B.1. Workers' Compensation Coverage A Coverage B Minimum Coverage statutory $1,000,000 employer's liability Goods Contract Page il of 39 Rev. 8 01132015 Contract #4297 12.8.2. Commercial General Liability Bodily Injury $1,000,000 per occurrence Property Damage $1,000,000 per occurrence General Aggregate $2,000,000 Such policy shall include the following coverages: a. Products and/or completed operations (Supplier shall continue this coverage for two years after completion of the work); b. Premises operations, personal and advertising injury. 12.6.3. Automobile Liability (including owned, non-owned, hired or leased vehicles) Bodily Injury $1,000,000 per occurrence Property Damage $1,000,000 per occurrence 12.6.4. Professional Liability $1,000,000 per occurrence and in the aggre- gate 12.6.5. Umbrella Insurance The Supplier shall obtain, pay for and maintain umbrella liability insurance during the Contract term, insuring the Supplier (or subcontractor) for an amount of not less than two million dollars ($2,000,000) per occurrence and in the aggregate that provides coverage at least as broad as and applies in excess and follows form of the primary liability coverages required above. 12.C. Nuclear. LCRA represents and warrants that the goods covered by this agreement shall not be used in or in connection with a nuclear facility or application. If LCRA violates the foregoing representa- tion and warranty, then LCRA agrees to indemnify and hold harmless Supplier and to waive and re- quire its insurers to waive all right of recovery against Supplier for any damage, loss, destruction, in- jury or death resulting from a"nuclear incident", as that term is defined in the Atomic Energy Act of 1954, as amended, whether or not due to Siemens's negligence. ARTICLE 13: OWNERSHIP OF DELIVERABLES 13.A. NOT USED. 13.B. NOT USED 13.C. All written data, such as drawings, plans, reports, designs and specifications, prepared by Supplier and provided to LCRA in providing Goods or performing Ancillary Services, are provided to LCRA with LCRA having the right to use, disclose (in conformity with any applicable confidentiality agreement between the Parties), copy and reproduce such items solely for the purposes of operation, mainte- nance, analysis, testing, cleaning, erection, improvement or modification of LCRA's facilities. Any in- tellectual property rights owned by Supplier related to any Goods provided under this Contract are licensed to Supplier in accordance with Section 13.E. below and not transferred to LCRA by Supplier under this paragraph. Goods Contract Page 12 of 39 Rev. 8_01132015 Contract #4297 13.D. The Parties agree that all Deliverables developed and specified to be delivered under any Order and which are paid for by LCRA are considered the sole property of LCRA at all times, even if such Deliv- erables are incomplete. Notwithstanding the foregoing, any intellectual property embedded in the Deliverables shall be subject to the terms of Section 13.E. below. 13.E. Intellectual property and rights to intellectual property owned by any Party on the Effective Date of this Contract and each applicable Order shall remain the property of that Party, but LCRA shall have a perpetual, royalty free license to use, release, disclose, copy and reproduce such intellectual prop- erty contained in any Deliverable for the sole purpose of operation, maintenance, repair, analysis, testing, cleaning, erection, improvement or modification of its facilities. ARTICLE 14: WARRANTIES AND STANDARDS 14.A. Warranty of Title. Supplier warrants the title to all Goods it delivers to LCRA and that the Goods will be free and clear of all liens, mortgages, security interests or other encumbrances. Unless specifical- ly stated in the Order, all Goods sold and delivered pursuant to this Contract shall be new and shall not be reconditioned, remanufactured, used or previously used, sold or returned products. 14.6. Materials and Workmanship. For a period of five (5) years from shipment of the Goods, Supplier warrants that all Goods, shall free of any and all defects in materials and workmanship and material- ly conform to the specifications that are attached to, or expressly incorporated by reference into, these terms. 14.6.1. Subject to the provisions of this article, in the event that the Goods do not comply with the warranty, as LCRA's sole and exclusive remedies for any breach of the warranties and at Supplier's option, Supplier shall, at no cost to LCRA, promptly repair or replace such Defec- tive Goods or part thereof, or refund all or part of the purchase price of the item in ques- tion, with as little disruption to LCRA's operations as reasonably practicable. Supplier shall be responsible for the total cost of correcting any defects, and unless otherwise a�reed to in writing by Supplier, (i) LCRA shall be responsible for any labor required to gain access to the Goods at issue so that Supplier can assess and decide on the remedies, and (ii) LCRA will be responsible for providing Supplier with working access to the Goods at issue, including the removal, disassembly, replacement, or reinstallation of any equipment, materials or struc- tures to the extent necessary to permit Supplier to perform its warranty obligations, or for damage to equipment components or parts resulting in whole or in part from improper maintenance, operation, or misuse, including but not limited to, the costs of materials, la- bor, any necessary removal, disassembly, shipping, reinstallation and retesting of the instal- lation The warranty is conditioned upon LCRA giving supplier written notice of observed de- fects with reasonable promptness within the applicable warranty period. 14.B.2. If LCRA provides written notification to Supplier of Defective Goods and Supplier fails to begin a cure of such defects within a reasonable time after written notice to Supplier con- taining a time period in which Supplier must remedy the defect and Supplier has not reme- died the defect, or if it is impracticable for Supplier to perform the repair or replacement, LCRA may make or cause to be made such repair or replacement subject to conditions in Supplier's warranty and without affecting the validity of the warranty. In the event of such unavailability, LCRA's cost for making the repair or replacement may be deducted from the Contract price or any unpaid portion thereof or Supplier may otherwise issue a credit to LCRA' account, provided that LCRA first provides to Supplier a reasonable estimate of the Goods Contrad Page 13 of 39 Rev. 8_01132015 Contract #4297 cost of such repair or replacement. If the unpaid portion of the Contract price is insufficient to cover such cost. The Limited Warranties are conditioned on (i) LCRA storing, installing, operating and maintaining the Goods in accordance with Supplier's operation manual; (ii) no modifications or alterations being made to the Goods other than by Supplier or its author- ized representatives, including LCRA; (iii) using the Goods within any conditions or in com- pliance with any parameters set forth in specifications that are attached to, or expressly in- corporated by reference into, these terms; (iv) LCRA discontinuing use of the Goods after it has, or should have had, knowledge of any defect in the Goods; (v) LCRA providing prompt written notice of any warranty claims within the warranty period described herein; (vi) at Supplier' discretion, LCRA either removing and shipping the Goods or non-conforming part thereof to Supplier, at LCRA's expense, or LCRA granting Supplier access to the Goods at all reasonable times and locations to assess the warranty claims. 14.6.3. LCRA must approve any proposed correction or alteration by Supplier of the materials or workmanship, or parts thereof, made at any time or at any location, before such correction or alteration is undertaken. Approval by LCRA shall not relieve Supplier from responsibility for complying with the requirements of the Contract and all applicable codes. 14.6.4. All Corrective Action performed pursuant to a warranty must meet the original require- ments of this Contract and each applicable Order. Any materials or workmanship which are repaired or replaced pursuant to this Article shall be warranted for a period of one (1) year from the date of completion and Acceptance of such repair or replacement, or for the re- mainder of the original warranty period, whichever is longer. 14.B.5. Supplier shall obtain, for the benefit of LCRA, all available warranties from subcontractors, suppliers and vendors of Supplier. Such warranties shall be in addition to the warranties set forth in this Article. If such warranties are in written form, Supplier shall provide LCRA with the original warranties. 14.C. General Standard of Performance. Supplier shall perform all Ancillary Services in a professional manner consistent with the Contract Documents and usual and customary industry standards. Sup- plier shall correct, without delay and at its own expense, any portion of the Ancillary Services that does not meet the foregoing standard and that is discovered within twelve (12) months from the completion of such service, by re-performing the defective portion of the Ancillary Services to the required standard of performance. Any re-performance or replacement of the Ancillary Services ("Corrective Action") performed pursuant to the provisions of this paragraph shall be supplied on the same terms and conditions as provided for herein for the Ancillary Services. Any Corrective Action (replacement or re-performance) shall be (re)warranted for the remainder of the original warranty period. 14.D. THE WARRANTIES SET FORTH IN THIS SECTION ARE SUPPLIER'S SOLE AND EXCLUSIVE WARRAN- TIES AND ARE SUBJECT TO THE LIMITS OF LIABILITY SET FORTH HEREIN. SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WI7HOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING AND USAGE OF TRADE. 14.E. Business Standing Warranty. Supplier warrants, represents and agrees that (i) if it is a corporation or limited liability company, then it is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas, or a foreign corporation or limited liability company duly authorized and in good standing to conduct business in the State of Texas, that it has all neces- Goods Contract P�ge 14 of 39 Rev. 8 01132015 Contract #4297 sary corporate power and has received all necessary corporate approvals to execute and deliver the Contract, and the individual executing the Contract on behalf of Supplier has been duly authorized to act for and bind Supplier; or (ii) if it is a partnership, limited partnership or limited liability partner- ship, then it has all necessary partnership power and has secured all necessary approvals to execute and deliver this Contract and perform all its obligations hereunder; and the individual executing this Contract on behalf of Supplier has been duly authorized to act for and bind Supplier. ARTICLE 15: PUBLIC INFORMATION LCRA is subject to the Texas Public Information Act (PIA), Chapter 552, Texas Government Code. Any infor- mation submitted to the LCRA by a Supplier shall be available to the public, unless it is clearly marked "CONFI- DENTIAL". If another party requests access to information marked confidential, then LCRA shall ask the Supplier if the information may be released. If the release is agreed to, LCRA shall release the information. If the release is denied, the matter shall be referred to the Texas Attorney General's Office where the Supplier shall be responsible for substantiating its confidentiality. The Attorney General's office shall rule on the matter. Pricing information contained in proposals or contracts is not considered confidential under the PIA and will be dis- closed without making a request to the Texas Attorney General. If any confidential information is to be ex- changed among the Parties, the parties shall execute a separate Confidentiality Agreement. ARTICLE 16: GENERAL INDEMNITY 16.A. SUPPLIER SHALL INDEMNIFY AND HOLD THE LCRA AND ITS DIRECTORS, OFFICERS, EMPLOY- EES, AND AGENTS HARMIESS FROM ALL CLAIMS, DAMAGES, LOSSES AND EXPENSES, IN- CLUDING ATTORNEYS' FEES AND COSTS (JOINTLY "CLAIMS"), INVOLVING THIRD-PARTIES (LCRA IS NOTATHIRD PARTY) RELATING TO: (1) BODILY INJURY OR DEATH AND THIRD-PARTY PROPERTY DAMAGE TO THE EXTENT RE- SULTING FROM SUPPLIER'S OR SUPPLIER'S SUBCONTRACTORS' NEGLIGENT PERFORMANCE OR OMISSIONS; OR (2) CLAIMS BY SUPPLIER'S SUBCONTRACTORS THAT THEY WRONGFULLY HAVE NOT BEEN PAID IN CONNECTION WITH AND GOODS DELEIVERED OR OTHER WORK PERFORMED UN- DER AN ORDER ISSUED IN ACCORDANCE WITH THIS CONTRACT 16.6. TO THE EXTENT ALLOWED BY LAW, LCRA AGREES TO INDEMNIFY AND HOLD HARMLESS SUPPLIER, ITS DIRECTORS, OFFICERS AND EMPLOYEES FROM AND AGAINST ANY AND ALL LOSSES, CLAIMS AND EXPENSES ARISING FROM THE NEGLIGENT ACT OR OMISSION OR WILLFUL MISCONDUCT OF THE LCRA RELATED TO THIS CONTRACT WHICH CAUSES THE DEATH OF, INJURY TO, OR DAMAGE TO THE PROPERTY OF, ANY PERSON. 16.C. IF THE PARTIES ARE CONCURRENTLY NEGLIGENT, EACH PARTY'S LIABILITY SHALL BE LIM- ITED TO THAT PORTION OF NEGLIGENCE ATTRIBUTABLE TO IT AS DETERMINED UNDER THE APPLICABLE PROPORTIONATE RESPONSIBILITY RULES OF THE STATE OF TEXAS. Goods Contract Page 15 of 39 Rev. 8_01132015 Contract #4297 16.D. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, NEITHER PARTY SHALL BE LIABLE TO INDEMNIFY THE OTHER FOR THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF THE OTHER. 16.E. ALL INDEMNITY PROVISIONS OF THIS CONTACT SHALL BE DEEMED INDEPENDENT COVE- NANTS AND SHALL SURVIVE COMPLETION OR TERMINATION OF THE CONTRACT OR ANY CLAIMED BREACH THEREOF. ARTICLE 17: INTELLECTUAL PROPERTY INDEMNITY 17.A. IF SUPPLIER IS PROMPTLY PROVIDED NOTICE AND GIVEN AUTHORITY, INFORMATION, AND ASSISTANCE IN A TIMELY MANNER FOR THE DEFENSE OF SAID SUIT OR PROCEEDING, SUPPLIER SHALL, AT ITS OWN EXPENSE, DEFEND ALL SUITS OR PROCEEDINGS INSTITUTED AGAINST LCRA, ITS DIRECTORS, OFFICERS, AGENTS, OR EMPLOYEES THAT ALLEGE THAT: (1j SUPPLIER'S PERFORMANCE OF THIS CONTRACT OR ANY PART THEREOF; (2) LCRA'S ACCEPTANCE OR RECEIPT OF SUPPLIER'S PERFORMANCE; OR (3) LCRA'S USE OF ANY GOODS OR DELIVERABLES CONSTI7UTE AN INFRINGEMENT OF EITHER ANY PATENT OR COPYRIGHT OF THE UNITED STATES OR OF ANY TRADEMARK OR TRADE SECRET PROTECT- ED BY EITHER FEDERAL OR STATE LAW. SUPPLIER SHALL PAY ALL AWARDS OF DAMAGES ASSESSED WHICH RESULT FROM ANY SUCH CLAIM, SUIT OR PROCEEDING AND SHALL IN- DEMNIFY AND SAVE LCRA HARMLESS AGAINST LOSSES, EXPENSES �INCLUDING ATTOR- NEYS' FEES), AND DAMAGES RESULTING FROM ANY SUCH CLAIM, SUlT OR PROCEEDING, INCLUDING OBEDIENCE TO RESULTING DECREES AND TO RESULTING COMPROMISES. SUPPLIER WILL HAVE NO DUTY OR OBLIGATION TO LCRA UNDER THIS ARTICLE 17 TO THE EXTENT THAT THE GOODS ARE (A) SUPPLIED ACCORDING TO LCRA's DESIGN OR INSTRUC- TIONS WHEREIN COMPLIANCE THEREWITH HAS CASUED SUPPLIER TO DEVIATE FROM ITS NORMAL COURSE OF PERFORMANCE; (B) MODIFIED BY LCRA OR ITS SUBCONTRACTORS AFTER DELIVERY; OR (C} COMBINED BY LCRA OR ITS SUBCONTRACTORS WITH DEVICES, METHODS, SYSTEMS OR PROCESSES NOT FURNISHED HEREUNDER AND BY REASON OF SAID DESIGN, INSTRUCTION, MODIFICATION OR COMBINATION, A SUIT IS BROUGHT AGAINST LCRA. 17.B. IF, IN ANY SUCH SUIT OR PROCEEDING, A RESTRAINING ORDER OR TEMPORARY INJUNC- TION IS GRANTED, SUPPLIER SHALL MAKE EVERY REASONABLE EFFORT, BY GIVING A SATIS- FACTORY BOND OR OTHERWISE, TO SECURE THE SUSPENSION OF ANY SUCH RESTRAINING ORDER OR TEMPORARY INJUNCTION. IF, IN ANY SUCH SUIT OR PROCEEDING, THE SUPPLI- ER'S PERFORMANCE OR ANY PART THEREOF OR THE PROCESS PERFORMED THEREBY IS HELD TO CONSTITUTE AN INFRINGEMENT AND ITS USE BE PERMANENTLY ENJOINED, SUP- PLIER SHALL SECURE FOR LCRA A LICENSE AT SUPPLIER'S EXPENSE AUTHORIZING THE CON- TINUED USE OF THE ALLEGED INFRINGING PORTION OF THE SUPPLIER'S PERFORMANCE. IF SUPPLIER IS UNABLE TO SECURE SUCH LICENSE WITHIN A REASONABLE TIME, SUPPLIER SHALL, AT ITS OWN EXPENSE AND WITHOUT IMPAIRING PERFORMANCE REQUIREMENTS, EITHER PROVIDE NON-INFRINGING REPLACEMENTS OR MODIFY ITS PERFORMANCE TO ELIMINATE THE INFRINGEMENT IN ADDITION TO lNDEMNIFYING AND SAVING LCRA HARM- LESS. Goods Contract P�ge 16 of 39 Rev. 8_01132015 Contrad tt4297 17.C. ALL INDEMNITY PROVISIONS OF THIS CONTRACT SHALL BE DEEMED INDEPENDENT COVE- NANTS AND SHALL SURVIVE COMPLETION OR TERMINATION OF THE CONTRACT OR ANY CLAIMED BREACH THEREOF. 17.D. THIS ARTICLE IS AN EXCLUSIVE STATEMENT OF ALL THE DUTIES OF THE PARTIES RELATING TO PATENTS AND COPYRIGHTS, AND DIRECT OR CONTRIBUTORY PATENT OR COPYRIGHT AND OF ALL THE REMEDIES OF BUYER RELATING TO ANY CLAIMS, SUITS, OR PROCEEDINGS INVOLVING PATENTS AND COPYRIGHTS. ARTICLE 18: INDEMNITY PROCEDURES Promptly after receipt by any entity entitled to indemnification of notice of the commencement or threatened commencement of any civil, administrative or investigative action or proceeding involving a claim for which the indemnitee seeks indemnification; it shall notify the indemnitor of such claim in writing. Within fifteen (15) days following receipt of written notice from the indemnitee relating to any claim, but no later than ten (10) days before the date on which any response to a complaint or summons is due, the indemnitor shall assume control of the defense and settlement of that claim. ARTICLE 19: LIMITATION OF LIABILITY Except for liability arising out of, related to, or associated with: Indemnity obligations for Intellectual property infringement, Indemnity for Taxes imposed by operation of law under this Contract; Willful misconduct or fraud; 4. Third-party claims for bodily injury, death, or property damage; Indemnification for violation of applicable laws or regulations; 6. Breach of confidentiality obligations; Liquidated damages; 8. Insurance obligations required of Supplier under this Contract; and 9. Payments made by LCRA to Supplier for work done under the Order neither Party shall be liable in excess of the value of the Goods stated in each Order, provided, however that the minimum liability shall be two hundred fifty thousand ($250,000) dollars and the maximum liability shall be seven hundred fifty thousand ($750,000) dollars for each Order. The foregoing limitation of liability shall apply whether the claim arises in contract, tort (including negligence and strict liability), at law, in equity or otherwise. NEITHER PARTY, NOR SUPPLIER'S SUBSUPPLIERS, SHALL BE LIABLE, WHETHER IN CONTRACT, WARRANTY, FAILURE OF A REMEDY TO ACHIEVE ITS INTENDED OR ESSENTIAL PURPOSES, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNITY OR ANY OTHER LEGAL THEORY, FOR LOSS OF USE, REVENUE, SAVINGS OR Goods Contract Page 17 of 39 Rev. �_01132015 Contract it4297 PROFIT, OR FOR COSTS OF CAPITAL OR OF SUBSTITUTE USE OR PERFORMANC�, OR FOR INDIRECT, SPECIAL, LIQUIDATED (EXCEPT AS EXPRESSLY STATED IN THIS CONTRACT), PUNITIVE, EXEMPLARY, COLLATERAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY OTHER LOSS OR COST OF A SIMILAR TYPE IN- CURRED BY LCRA, ITS SUCCESSORS OR ASSIGNS OR ITS CUSTOMERS. The Parties must bring any cause of action arising under the Contract within two (2) years from the time the cause of action accrues. ARTICLE 20: FAILURE TO ACT The failure of either Party at any one or more times to insist upon strict performance of the conditions and terms of this Contract shall not be construed as a waiver of the right to demand strict compliance. ARTICLE 21: REMEDIES 21.A. RESERVED. 21.6. In any action to enforce any portion of this Contract or related Order the prevailing party shall be entitled to its reasonable attorney's fees and costs as authorized under Texas law. LCRA shall have the right to set off any amounts owed it by Supplier under this Contract and deduct those sums from amounts which LCRA may owe Supplier under this Contract. 21.C. Liquidated Damages. Supplier understands and agrees that the timely delivery of the Goods and Ancillary Services is a material component of this Contract. The Parties have agreed to liquidate the amount of damages resulting from Supplier's delay; the Parties agree that such damages which might be incurred by LCRA as a result of Supplier's delay in performance are difficult to ascertain. The Parties agree that if LCRA has been impacted by a significant project delay due to Supplier's late Delivery, for each day of delay LCRA will assess liquidated damages at the daily rate of one half of one per cent (0.5%a) of the price of the unit giving rise to such delay, up to a cap of five per cent (5%) of the price of that unit. A grace period shall apply as follows: Liquidated damages for delay begin accumulating on the first calendar day following the 20th day beyond the agreed upon delivery date. Supplier commits to pay and LCRA agrees to accept such sum as liquidated damages and not as a penalty in the event of late performance. These liquidated damages are a fair and reasonable esti- mate of the damages to LCRA. Such amount shall be deducted by the LCRA from any payment due Supplier. ARTICLE 22: FORCE MAJEURE 22.A. The nonperformance or delayed performance by Supplier or LCRA of any obligation under the Con- tract shall be excused if such nonperformance or delay is caused by an event beyond the control of the affected Party ("Force Majeure"), except to the extent that the affected Party knew of or should reasonably have been able to foresee such an event and failed to take measures to avoid the event. Items beyond the control of the Parties may include, but are not limited to: acts of war, acts of a public enemy, acts of domestic or foreign terrorism, natural disasters (including hurricanes, torna- does and floods), strikes, epidemics or quarantine restrictions, riot or sabotage, and acts of civil or military authority having jurisdiction. Routine weather in the vicinity of the Site shall not be consid- ered a Force Majeure event unless so stated in an Order. Goods Contract Page lE of 39 Rev. 8_01132015 Contratt u4297 22.B. Upon occurrence of a Force Majeure event, the affected party shall notify the other party, in writing, of the reason for such delay, the estimated duration of the delay and the steps which can be taken to minimize the delay. No Force Majeure event shall exist until such writing is received by the unaf- fected party. Once a Force Majeure event occurs the date for performance of the Services shall be extended for a period equal to the time lost by reason of the delay, provided Supplier or LCRA has taken steps to proceed with the performance of the Contract and has made written notification of such delay and of any Corrective Action taken. Should the effects of a Force Majeure event last for an aggregate of six (6) months or longer, either party may terminate any Order issued under the Contract. 22.C. The following delays shall not be deemed Force Majeure or constitute excusable delays in perfor- mance by Supplier. The following shall not constitute a reason for extending the date for perfor- mance of the Services: 22.C.1. Delays by subcontractors or by suppliers for reasons other than Force Majeure; 22.C.2. Delays in approval of documentation because of inadequate performance or unrealistic ap- proval schedules; 22.C.3. Delays caused by Supplier's lack of sufficient personnel with the necessary skills; or 22.C.4. Delays caused by Services in hazardous environments. ARTICLE 23: TERMINATION FOR CONVENIENCE 23.A. LCRA shall have the right to terminate this Contract or any Order placed under it for its convenience at any time. After receipt of the notice of termination, the Supplier shall immediately proceed with the following obligations, regardless of any delay in determining or adjusting any amounts due at that point in the Contract: 23.A.1. Stop all ongoing work; 23.A.2. Place no further subcontracts or orders for work under this Contract; 23.A.3. Terminate all subcontracts; 23.A.4. Cancel all orders with suppliers, as applicable; and 23.A.5. Take any action that is necessary to protect and preserve all property related to this Con- tract or terminated Order that is in the possession of the Supplier. 23.6. Upon termination for convenience, Supplier will comply with instructions in the notice of termina- tion regarding delivery to LCRA of all Deliverables in progress and all completed Deliverables. 23.C. In the event of a termination under this Article, LCRA shall pay for portions of Goods and Ancillary Services completed and accepted by LCRA and materials purchased. LCRA shall also be responsible for actual, documented costs and expenses incurred by Supplier in cancelling orders and obligations incurred related to the Goods terminated. LCRA shall not be liable in connection with any termina- tion under this Article for indirect, special, incidental, consequential or punitive damages, including without limitation loss of anticipated future sales of Goods or Ancillary Services, anticipated profits, administrative costs or overhead on anticipated work. Final payment shall be made upon the Par- ties' agreement of the amount of the final invoice and LCRA's Acceptance of any Goods or Ancillary Services. ARTICLE 24: TERMINATION FOR CAUSE Goods Contract Page 19 of 39 Rev. � 01132015 Contract #4297 24.A. The occurrence of any one or more of the following events will constitute an event of default: 24.A.1. Supplier's persistent failure to fulfill the Contract in accordance with the Contract Docu- ments (including, but not limited to, failure to supply sufficiently skilled workers, suitable materials or equipment, or to adhere to project schedules as adjusted from time to time by the Parties); 24.A.2. Supplier's disregard of applicable laws or regulations; 24.A.3. Supplier's disregard of the authority of an LCRA Agent; 24.A.4. Supplier's violation in any material way of any provisions of the Contract Documents; 24.A.5. Failure of Supplier to pay subcontractors and/or material suppliers when due, unless Suppli- er has a bona fide dispute with said subcontractors related to this Contract; or 24.A.6. Supplier's violation of the Ethics Requirements contained herein. 24.B. If one or more of the events identified above occur, the LCRA must provide written notice to Suppli- . er and give Supplier fifteen (15) calendar days or such longer period as LCRA approves in writing to cure the alleged default or provide a Corrective Action Request to Supplier. 24.C. If Supplier fails to initiate such Corrective Action or submit an acceptable plan within the timeframe required for a response to a Corrective Action Request, or fails to follow through on completion of the plan, LCRA may take any or all of the following actions without affecting the Contract price or schedule: 24.D. 24.E. 24. F. 24.C.1. LCRA Agent may direct Supplier to cease performance on all or part of the Contract until sat- isfactory Corrective Action has been taken; 24.C.2. LCRA may have others take Corrective Action necessary to achieve compliance with the Con- tract. LCRA may deduct the cost of such Corrective Action by others from any moneys due to Supplier. Corrective Action by others shall be taken when, in the judgment of LCRA, the noncompliance threatens safety, unreasonably interferes with or delays the work of others, or otherwise creates a situation the resolution of which cannot be delayed without adverse- ly impacting quality, cost, or timely completion; 24.C.3. LCRA may seek any of the Remedies set forth further in this Contract; and/or 24.C.4. LCRA may Terminate for Cause as provided herein. If this Contract has been so terminated by LCRA, the termination remedies are limited to the cost of cover as per section (C) of this article or to an agreed upon termination fee schedule. In such a circumstance, LCRA shall notify Supplier in writing of the termination, with copies of the notice to LCRA's Site personnel. If it is ever determined that LCRA wrongfully terminated Supplier for Cause, the termination shall be converted to a termination for convenience. 24.G. Except in the case of a bona fide payment dispute between the parties, Supplier reserves the right to suspend or terminate performance under an Order or to terminate this Contract due to late pay- ment or nonpayment after giving LCRA reasonable written notice and a fifteen (15) business day op- portunity to cure. ARTICLE 25: SUSPENSION Goods Contract Page 20 of 39 Rev. E 01132015 Contract u4297 25.A. LCRA may, at any time and at its sole option, suspend all or any portions of the Supplier's perfor- mance under this Contract by providing ten (10) calendar days written notice to the Supplier. Upon receipt of any such notice, Supplier shall: 25.A.1. Immediately discontinue performance of the Contract on the date and to the extent speci- fied in the notice; 25.A.2. Place no further orders with subcontractors or suppliers with respect to the suspended por- tion of the performance, other than to the extent necessary to protect any portion of the performance already completed; 25.A.3. Promptly make every reasonable effort to obtain suspension, upon terms satisfactory to LCRA, of all orders, subcontracts and rental agreements to the extent that they relate to performance suspended by the notice; 25.A.4. Continue to protect and maintain the portion of the performance already completed, unless otherwise specifically stated in the notice; and 25.A.5. Continue to perform Supplier's obligations for the portions of the Contract not suspended. 25.B. LCRA shall reimburse Supplier for the actual, demonstrable costs incurred due to the suspension, including storage, maintenance and protection of any portion of Supplier's performance that has not been delivered to LCRA, subject to approval by LCRA. 25.C. Upon receipt of notice to restart the suspended portion of the performance, Supplier shall as soon as reasonably practicable resume the suspended performance to the extent required in the notice. Within fourteen (14) calendar days after receipt of notice to restart the performance, the Supplier shall submit a revised schedule for approval by LCRA. If, as a result of any suspension, the cost to Supplier of subsequent performance or the time required to do so is changed, a claim for an adjust- ment in the Contract price may be made. Any claim on the part of Supplier for change in price or ex- tension of time shall be made in accordance with this Contract. 25.D. If amounts set forth above cannot be negotiated then LCRA may terminate this Contract with no further liability to Supplier except such liability as arises under section (B) above or payments due to Supplier. 25.E. Suspension of Work and Limitation of Liability. LCRA RESERVES THE RIGHT TO SUSPEND ALL OR ANY PORTION OF THE WORK BEING PERFORMED IN VIOLATION OF ANY SAFETY OR ENVIRONMENTAL REQUIREMENTS OF THE CONTRACT. LCRA SHALL NOT BE LIABLE IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY�, WARRANTY OR UNDER ANY OTHER LEGAL THEORY FOR JUDGMENTS, DAMAGES, COSTS OR EXPENSES OF ANY KIND RELATED TO ANY SUCH SUSPENSION OR STOPPAGE OF WORK, INCLUDING WITHOUT LIMI- TATION ANY LOST PROFITS OR REVENUES. ARTICLE 26: DISPUTE RESOLUTION Any dispute, controversy or claim arising out of or relating to this Contract, or the breach hereof, must be referred to upper management of the parties for good faith discussion and resolution prior to invoking any other dispute resolution method authorized under this Contract. Pending resolution of any such dispute, Supplier must continue to perform its obligations under this Contract and LCRA must continue to make payment to Supplier for any undisputed items. The Parties agree that in the event of a dispute concerning the performance or non-performance of any obligations flowing from or as a result of this Contract and prior to the initiation of any litigation, the Parties will voluntarily submit the dispute to mediation before a mediator selected by the Parties as though it were referred through the operation of the Texas Alternative Dispute Resolution Procedures Goods Contract Page 21 of 39 Rev. 8 01132015 Contract �i4297 Act, Title 7, Chapter 154, Texas Civil Practices and Remedies Code. The provisions of Section 154.073 of the foregoing code will apply to any mediation conducted hereunder. Supplier shall proceed diligently with perfor- mance of the Contract, pending final resolution of any request for relief, claim, appeal, or action arising under the Contract. During a dispute, LCRA the has right to use any deliverables, work product, material or equipment provided by Supplier under this Contract until the dispute is settled through a predefined court process. ARTICLE 27: GOVERNING LAWS, REGULATIONS AND STANDARDS 27.A. This Contract shall be governed, interpreted and enforced under the laws of the State of Texas, without regard to its conflict of law principles. In the event of litigation between the Parties arising out of or related to this Contract, venue for such litigation shall be in a court of competent jurisdic- tion in Travis County, Texas. 27.B. Supplier shall be aware of and shall comply with all federal, state and local laws, ordinances, codes (including applicable professional codes) and regulations applicable to performance of this Contract, including standards and codes of technical societies that have been adopted by law or regulation or compliance with which is required in the Contract Documents. If any of the work fails to comply with such laws, ordinances, codes and regulations, Supplier shall bear any expense arising from that failure, including the costs to bring the work into compliance. A change in law or engineering stand- ard occurring after the effective Date of this Contract which impacts performance under this Con- tract shall result in a Change Order adjusting price and schedule to accommodate such change. Without limiting the generality of the foregoing, during the performance of the Contract, Supplier agrees to comply with all applicable regulations of Executive Order No. 11246 of September 24, 1965, and the rules, regulations and relevant orders of the Secretary of Labor as they may apply to Equal Employment Opportunity. Supplier will furnish all information and reports required by Execu- tive Order No. 11246 of September 24, 1965, and by the rules, regulations and orders of the Secre- tary of Labor pursuant thereto, and will permit access to its books, records and accounts by the cog- nizant agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders. 27.C. Supplier is solely responsible to ensure that its employees and those of its subcontractors and Sup- pliers, who are not citizens of the United States, hold all documentation required under U.S. immi- gration law to lawfully work in the United States. SUPPLIER SHALL INDEMNIFY AND HOLD HARM- LESS, LCRA, ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ANY EX- PENSE (INCLUDING AT70RNEY5' FEES, COURT COSTS AND EXPERT WITNESS FEES), LOSS, FINE, SANCTION, PENALTY, LAWSUIT, JUDGMENT OR OTHER PROCEEDING ARISING IN CONNECTION WITH THE VIOLATION OR ALLEGED VIOLATION OF THIS OBLIGATION. ARTICLE 28: LlCENSES AND PERMITS 28.A. Supplier shall obtain all permits and licenses required to be obtained by Supplier in its name only by any regulatory authority for the provision of any portion of the Goods or Ancillary Services, except that LCRA shall obtain permits and licenses for all structures which are to become a permanent part of any defined Site under this Contract. Before providing Goods or Ancillary Services, Supplier shall submit to LCRA a copy of all permits and licenses required by any such regulatory authority. Goods Contract Page 22 of 39 Rev. 8 01132015 Contract #4297 28.6. SUPPLIER SHALL INDEMNIFY AND HOLD LCRA, ITS DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS HARMLESS FROM ANY AND ALL COSTS OR EXPENSES ARISING OUT OF THE FAILURE OF SUPPLIER TO OBTAIN SUCH PERMITS AND LICENSES. 28.C. Supplier shall ensure that its employees and its subcontractors and their employees are all properly trained, qualified, and licensed (if applicable) to perform their respective portions of the work. 28.D. Export Control. LCRA acknowledges that Supplier is required to comply with applicable export laws and regulations relating to the sale, exportation, transfer, assignment, disposal and usage of the goods provided under this agreement, including any export license requirements. LCRA agrees that such goods shall not at any time directly or indirectly be used, exported, sold, transferred, assigned or otherwise disposed of in a manner which will result in non-compliance with such applicable ex- port laws and regulations. It shall be a condition of the continuing performance by Supplier of its ob- ligations hereunder that compliance with such export laws and regulations be maintained at all times. TO THE EXTENF ALLOWED BY TEXAS LAW, LCRA AGREES TO INDEMNIFY AND HOLD SUPPLI- ER HARMLESS FROM ANY AND ALL COSTS, LIABILfTIES, PENALTIES, SANCTIONS AND FINES RELAT- ED TO NON-COMPLIANCE WITH APPLICABLE EXPORT LAWS AND REGULATIONS. ARTICLE 29: SUPPLIER DIVERSITY LCRA encourages the development of mutually beneficial business relationships with Small and Diverse Busi- nesses and is committed to increasing their opportunities. 29.A. Supplier shall read, understand and carry out the Lower Colorado River Authority's Small and Diverse Supplier Program Summary located at the following website: http://www.lcra.org/about/business- opportunities-with-Icra/pages/default.aspx. Supplier acknowledges that LCRA reserves the right to change any of its web based guidelines, terms and conditions at any time and with or without notice to the Supplier. It is the responsibility of Supplier to ensure the continued compliance with all LCRA web based guidelines, terms and conditions which are incorporated by reference as if set forth fully herein. 29.B. During the performance of a contract, if opportunities to subcontract with Small and/or Diverse Businesses develop, LCRA expects Suppliers to actively and affirmatively solicit Small and/or Diverse Businesses and notify the LCRA Agent. ARTICLE 30: INDEPENDENT CONTRACTOR 30.A. Supplier shall perform in all respects as an independent contractor and not as an employee, partner, joint venturer or agent of the LCRA. Supplier's performance shall be subject to the LCRA's review, approval and acceptance as provided in the Contract Documents, but the detailed manner and method of performance shall be under the control of Supplier. Supplier shall be solely responsible for hiring, supervising and paying its employees, subcontractors and Suppliers. Supplier shall be sole- ly responsible for payment of all (i) compensation, including any employment benefits, to its em- ployees, (ii) taxes, including withholding for federal income tax purposes, employment and unem- ployment taxes, and (iii) such other expenses as may be owed to Supplier's employees. However, because Supplier's performance may be associated in the minds of the public with LCRA, Supplier shall ensure that all work by its employees, subcontractors and agents are performed in an orderly, Goods Contrect Page 23 of 39 Rev. 8 01132015 Contract #4297 responsible and courteous manner. SUPPLIER AGREES TO INDEMNIFY AND HOLD HARMLESS THE LCRA INDEMNITEES FROM ANY LIABILITIES AWARDED TO SUPPLIER PERSONNEL OR ANY TAXING AU- THORITY BASED UPON A CLAIM THAT SUPPLIER PERSONNEL ARE EMPLOYEES OF LCRA. 30.B. Upon prior notification to and written approval of LCRA, Supplier may hire subcontractors to per- form work hereunder. Supplier shall be responsible to LCRA for the performance of all such subcon- tractors. The LCRA reserves the right, in its sole discretion, to reject the employment by Supplier of any subcontractor to which LCRA has an objection. Supplier, however, shall not be required to con- tract with any subcontractor to which it has an objection. LCRA shall require any and all such sub- contractors to sign contracts with Supplier that bind the subcontractors to perform their subcon- tracts in accordance with the applicable requirements of the Contract Documents. Upon the request of LCRA, Supplier shall furnish LCRA with copies of such subcontracts. In addition, Supplier agrees that it is Supplier's responsibility to ensure that such subcontractors make all appropriate tax pay- ments or tax withholding in relation to subcontractor's employees providing work to LCRA through Supplier under this Contract. Supplier represents that it and its subcontractors have skills necessary to perform the work contemplated in this Contract and any related Orders and are fully trained to perform the tasks required by this Contract and that they need no training by the LCRA. 30.C. Supplier and its subcontractors providing Goods and Ancillary Services under this Contract are each responsible for appropriately classifying employees and independent contractors as required by the Texas Unemployment Compensation Act and may be subject to penalties from the Texas Workforce Commission for misclassification. ARTICLE 31: EMPLOYEE AND SUBCONTRACTOR CONDUCT 31.A. Weapons. Firearms and other weapons are strictly prohibited at all locations owned or otherwise controlled by LCRA. 31.B. Intoxicants, Drugs, and Tobacco Products. Supplier shall not at any time allow personnel for whom it is responsible to possess, consume or use intoxicants or illegal drugs at any such location. In addi- tion, the use of all tobacco products is banned at all times in all areas where LCRA work is per- formed, including: 31.B.1. All LCRA properties, which includes LCRA easements or properties leased by LCRA; 31.6.2. All enclosed areas, such as entryways, restrooms, meeting rooms, lunchrooms and offices; 31.6.3. Locations of all LCRA-sponsored meetings and events on or off company premises; 31.B.4. All LCRA outdoor locations, including eating areas and parking lots; 31.6.5. All vehicles owned, leased or rented by LCRA; 31.B.6. All employee- and contractor-owned vehicles when parked on LCRA property or when used in the course of work while another person is in the vehicle; and 31.6.7. All LCRA work sites, which may include areas where LCRA is invited to complete work for a customer or contractor (e.g., a substation owned by an LCRA customer). 31.C. Employee and Subcontractor Conduct. Supplier shall ensure that its employees, subcontractors and their employees avoid (1) excessive noise, (2) exceeding speed limits, and (3) reckless driving. If Sup- plier must enter or cross private property in the performance of this Contract, Supplier shall obtain permission from the property owner before entering. Goods Contract Pege 24 of 39 Rev. 8 01132015 Contract #4297 31.D. Removal from Site. Supplier shall promptly remove from the Site any of its or its subcontractor's employees who: 31.D.1. Are in possession of a firearm or weapon; 31.D.2. Are or appear to be under the influence of an intoxicant or illegal drug; 31.D.3. Use tobacco products in a banned location; 31.D.4. Are otherwise unsafe to themselves or others; or 31.D.5. Are otherwise disorderly. ARTICLE 32: RESERVED ARTICLE 33: SAFETY REQUIREMENTS 33.A. General. Supplier shall perform this Contract in a safe manner consistent with worker and public health and shall comply with and enforce all applicable laws, rules, regulations and industry practices applicable to worker safety and health, including the Occupational Safety and Health Act. LCRA shall identify to Supplier any safety-related LCRA Representative(s). Supplier will ensure that all subcon- tractors (including delivery persons) comply with all safety instructions provided by LCRA's personnel at the Site. 33.A.1. In the event that the Supplier's personnel or subcontractors are performing work on Site and unaccompanied by LCRA personnel, the Supplier shall also adhere to the requirements in the Mandatory Health and Safety Conditions Exhibit. 33.8. Training and Qualifications. All on Site workers shall be properly trained and qualified to perform work under the Contract, and shall have received the necessary certifications and other credentials necessary to perform work as required. 33.C. Scope of Heafth and Safety Requirements. Supplier will manage its subcontractors on Site and will be accountable for its subcontractors' performance with respect to health and safety. 33.C.1. Supplier shall ensure that all hazards and protective measures associated with the work be- ing performed on Site are properly communicated to all personnel working under Supplier on Site. Supplier is responsible for providing an interpreter if necessary to ensure its com- munications are understood by all such workers. 33.D. Communications with LCRA. The applicable LCRA Representative shall be the point of communica- tion for all safety and health issues arising under this Contract. Supplier shall communicate with the applicable LCRA Representative in the event of any of the following conditions: 33.D.1. Supplier shall inform the applicable LCRA Representative twenty-four (24) hours prior to any activity that could adversely affect LCRA operations or the work of another contractor. Ex- amples of these "activities" include but are not limited to welding, painting, fire protection, system maintenance/repair and any activity impacting emergency systems/egress routes. The applicable LCRA Representative will take necessary steps to inform any parties poten- tially impacted by the activities. 33.D.2. Supplier shall immediately inform the applicable LCRA Representative of all federal, state and local safety inspections, citations and penalties associated with the Contract. Goods Contrad Page 25 of 39 Rev. � 01132015 Contract #4297 33.D.3. Supplier shall immediately notify the applicable LCRA Representative by verbal, person to person communication, in the event of any incident that results in a death, serious bodily in- jury or serious property damage related to any aspect of the project. Minor incidents and near-misses must be promptly communicated to the applicable LCRA Representative. 33.D.4. Supplier shall investigate all incidents resulting in personal injury or illness, property dam- age, or near-misses to determine the root causes and shall take appropriate action to elimi- nate such causes. A copy of the final investigation report shall be promptly submitted to the applicable LCRA Representative. 33.E. Coordination with Other Officials. Supplier is fully responsible for coordinating with the proper authorities for moving heavy equipment, location of underground utilities, erecting barricades, traf- fic control and other safety measures, unless otherwise specified. 33.F. Communications with Media Restricted. In the event of an accident or other condition on site, Supplier shall not communicate with the media or any other entity without the expressed consent of the LCRA. 33.G. $UPPLIER SHALL PROVIDE ALL TOOLS AND EQUIPMENT ASSOCIATED WITH WORKER SAFETY AND HE.ALTH NEEDED TO FULFILL THE CONTRACT, INCLUDING WITHOUT LIMITATION AIR MONITORING EQUIPMENT, CONFINED SPACE EQUIPMENT, PERSONAL PROTECTIVE EQUIPMENT, WARNINGS, BARRICADES AND LOCK OUT�TAG OUT EQUIPMENT. ARTICLE 34: ENVIRONMENTAL REQUIREMENTS 34.A. Environmental. Supplier is solely responsible for all costs incurred by LCRA for any spills or leaks of any hazardous material brought onto the Site by Supplier and caused by Supplier or its subcontrac- tors or consultants during performance of, or in connection with the Contract. Without limiting the foregoing sentence, Supplier shall be responsible for all costs incurred to contain, remediate and re- store the site of the spill according to applicable state and federal laws and regulations, and if on LCRA's property, according to LCRA's requirements (even if such requirements exceed state and fed- eral laws and regulations. 34.6. LCRA shall be responsible for all spill or leak-related notifications required by federal, state or local law or regulation. Supplier shall immediately notify LCRA, including the applicable LCRA Representa- tive and, if identified to Supplier, the Site supervisor and the individual responsible for environmen- tal compliance, with the nature and location of the spill. Supplier shall provide a written report to LCRA identifying the substance, quantity released, location of the spill and perform clean up and re- mediation activities. If the spill occurs off the LCRA's property, then the Supplier shall also notify the LCRA of any agencies notified and the representatives of the agencies contacted. The report shall be a narrative that summarizes on-scene activity and remediation efforts. If long-term remediation will be required, it shall be noted in the report. The initial report shall be provided to LCRA within 24 hours after the incident. Follow-up reports shall be provided to LCRA weekly until remediation ef- forts have been completed and the spill has been properly remediated. 34.C. SUPPLIER SHALL INDEMNIFY AND HOLD LCRA, ITS DIRECTORS, OFFICERS, AND EMPLOYEES HARM- LESS FROM ANY AND ALL LOSSES, DAMAGES, EXPENSES COSTS AND LIABILITIES, INCLUDING, BUT NOT LIMITED TO, REMEDIATION COSTS, FINES, PENALTIES, COURT COSTS AND ATTORNEYS' FEES RESULTING FROM SPILLS, RELEASES, IMPROPER HANDLING AND/OR DISPOSAL OF HAZARDOUS WASTES BROUGHT ONTO THE SITE BY SUPPLIER, ITS SUBCONTRACTORS AND/OR ITS CONSULT- ANTS. Goods Contrad Page 26 of 39 Rev. � 01132015 Contract #4297 34.D. Surplus Material. Unless otherwise directed through written instructions issued by LCRA, Supplier shall promptly remove all excess surplus material from the Site. Final payment for performance of the Contract shall not be due and payable until such materials are removed from the Site. If surplus materials are not removed from the Site within thirty (30) days of completion of the work, LCRA may dispose of the materials and offset the cost associated with disposal against the unpaid balance of the Contract price. ARTICLE 35: ON-SITE ACTIVITIES 35.A. This Article shall only apply if Supplier has any personnel delivering Goods or performing Ancillary Services at an LCRA Site, under this Contract. 35.6. Supplier shall have an English-speaking authorized representative at the Site to whom the LCRA Representatives may give instructions at all times when Ancillary Services are being performed. The authorized representative of Supplier shall be identified to LCRA in writing. 35.C. Supplier shall have competent supervision at the Site at all times to direct and observe the Ancillary Services to be performed. Supplier will investigate and take appropriate action with respect to any personnel problems brought to its attention by LCRA's Agent. 35.D. Supplier shall confine all of its operations and personnel to those areas of the Site to which LCRA authorizes access. 35.E. Supplier shall cooperate with LCRA and others working at or near the Site. Supplier shall promptly report to LCRA Agent any defects in the work of others which impacts on Supplier's obligations hereunder. Failure to report such defects constitutes acceptance of the conditions by Supplier. 35.F. Supplier shall keep all of its work areas free from trash and debris, and keep its work areas "broom clean" on a continuous basis. 35.G. Supplier shall secure and protect its own materials, tools of its trade, and equipment, including any LCRA Equipment, whether provided by LCRA under the Contract or borrowed from LCRA. ARTICLE 36: USE OF LCRA EQUIPMENT 36.A. LCRA has no obligation to lend LCRA's tools, vehicles, materials or equipment (collectively "LCRA Equipment") to Supplier and may decline to do so at any time in its sole discretion. 36.8. If Supplier utilizes LCRA Equipment, it is conclusively presumed Supplier agrees to the following terms and conditions, regardless as to whether such authorization is granted by LCRA: 36.6.1. The LCRA Equipment is provided AS IS, with no representations or warranties; 36.6.2. Supplier assumes full responsibility for the protection of the LCRA Equipment; 36.B.3. Supplier agrees to return the LCRA Equipment to LCRA in the same condition as when it was borrowed, or, if repairs are necessary, to cause such repairs to be performed promptly at Supplier's sole expense before the LCRA Equipment is returned to LCRA. LCRA may deduct or offset any costs associated with repairing any damage to the LCRA Equipment from any payment owed to the Supplier hereunder; 36.6.4. Supplier releases and discharges LCRA, its directors, officers, and employees from all liability for any loss or damage arising from, related to, or resulting from any use of the LCRA Equipment by any individuals, other than LCRA employees; and Goods Contract Page 27 of 39 Rev. 8 01132015 Contract #4297 36.6.5. SUPPLIER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS LCRA, ITS DIRECTORS, OFFICERS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, SUITS, CAUSES OF ACTION, PROCEED- INGS, JUDGMENTS, DAMAGES, COSTS, EXPENSES, AND LIABILITIES �INCLUDING REASONABLE ATTORNEYS FEES AND COSTS� ARISING OUT, RELATED TO, OR RESULTING FROM ANY USE OF THE LCRA EQUIPMENT BY ANY INDIVIDUALS, OTHER THAN LCRA EMPLOYEES. ARTICLE 37: WORK FOR FAYETTE POWER PROJECT AND LCRA AFFILIATES 37.A. This paragraph only applies if Supplier's performance is to be provided at or for the Fayette Power Project (FPP). LCRA is the Project Manager for FPP, portions of which LCRA owns with Austin Energy, the municipally owned utility of the City of Austin, Texas. With respect to any performance to be provided under this Contract at or for FPP, all warranties and indemnities under this Contract shall extend both to LCRA, its Board of Directors, officers, agents and employees, and to Austin Energy and its council members, directors, officers, agents and employees, as their respective interests may appear. In addition, the protections afforded by the additional insured requirement, waiver of sub- rogation and limitations of liability shall extend both to LCRA, its Board of Directors, officers, agents and employees, and to Austin Energy and its council members, directors, officers, agents and em- ployees, as their respective interests may appear. 37.6. This paragraph only applies if Supplier's performance is to be provided in connection with an LCRA Affiliate. LCRA operates both electrical generation and transmission assets for LCRA Affiliates under service contracts between LCRA and those Affiliates. With respect to any performance to be provid- ed under this Contract in connection with LCRA Affiliates, all warranties and indemnities under this Contract shall extend both to LCRA, its Board of Directors, officers, agents and employees, and to the applicable Affiliate, its Board of Directors, officers, agents and employees. In addition, the protec- tions afforded by the additional insured requirement waiver of subrogation and limitations of liabil- ity shall extend both to LCRA, its Board of Directors, officers and employees, and to the Affiliate, its Board of Directors, officers, agents, and employees. ARTICLE 38: SECURITY AT LCRA JOB SITE Supplier must provide a list of its employees and its subcontractor's employees to the LCRA Representative prior to commencing work at any LCRA Site. An employee will only be allowed on an LCRA Site if the employee is able to show photo identification and their name is on the list. Any addition or deletion must be provided to the LCRA Representative. LCRA may conduct a background check on any person entering an LCRA Site, and LCRA reserves the right to deny entry to an LCRA Site based on the findings of such check. Supplier will comply with any additional security requirements described in the SOW. ARTICLE 39: ETHICS REQUIREMENTS 39.A. Supplier shall not, either before or after contract award, give or offer to give any personal benefit to any LCRA employee in connection with this Contract. This prohibition includes any gift, entertain- ment, compensation, employment, subcontract, property, favor, or service to an LCRA employee, or a member of an employee's family, in order to obtain a favorable treatment by LCRA or for the em- ployee's having exercised his or her authority as an LCRA employee or for performing his or her LCRA duties in favor of another. Supplier shall not offer or agree to give any type of personal benefit to an LCRA employee in exchange for a decision, opinion, recommendation, vote, or other exercise of dis- cretion by an LCRA employee. Goods Contract Page 28 of 39 Rev. 8_01132015 Contract #4297 39.B. Supplier must comply with Ch. 176, Texas Local Government Code at all times. ARTICLE 40: RIGHT TO AUDIT LCRA shall have the right to audit all books and records (including the supporting or underlying documents and materials), in whatever form they may be kept, whether written, electronic or other, relating or pertaining to this Contract (collectively "Records"), kept by or subject to the control of the Supplier, including, but not limited to those kept by the Supplier, its employees, agents, assigns, successors and subcontractors The Supplier shall maintain, and shall require its subcontractors to maintain, such books and records, together with such support- ing or underlying documents and materials, for the duration of this Contract and for at least two (2) years following the completion of the last Order completed under this Contract, including any and all extensions thereof. The books and records, together with the supporting or underlying documents and materials shall be made available, upon request, to LCRA during normal business hours at the Supplier's office or place of business. In the event that no such location is available, then the books and records, together with the supporting or underfying documents and records, shall be made available for audit at a time and location which is convenient for LCRA. ARTICLE 41: FINANCIAL OBLIGATIONS 41.A. Supplier hereby certifies that it has the financial ability to perform this Contract and all the Orders executed hereunder to final completion and that it shall notify LCRA if it appears that: Supplier ceases to have the financial ability to perform this Contract or any Order hereunder, if the Supplier's liabilities exceed its assets, or if it is generally unable to pay its debts. Upon notice thereof, LCRA re- serves the right to require a letter or credit or other financial guarantee acceptable to LCRA. ARTICLE 42: LIENS 42.A. Supplier shall not file or permit to be filed any lien with respect to the Goods or Ancillary Services and hereby expressly waives any right to file or cause to be filed a lien. Supplier, in its subcontracts, shall require all subcontractors to expressly waive the right to file any liens against LCRA's property, and, if requested, provide LCRA with copies of such waivers. 42.B. In the event any claim is asserted or any lien filed against LCRA or its property, further payment shall not become due under the Contract until the claim is satisfied or the lien released without cost to LCRA. If Supplier fails to settle any claim or secure the release of any lien, LCRA may take whatever steps it deems necessary to settle the claim or release the lien, including bonding off the lien. LCRA may deduct its costs and expenses for settling any claim or securing the release of any lien filed by Supplier or its subcontractors from any money due or to become due to Supplier under the Contract. If final payment has been made, Supplier shall reimburse to LCRA its costs to settle any claim or se- cure the release of any lien arising out of the Contract. ARTICLE 43: BANKRUPTCY Subject to the rights of any trustee in bankruptcy and to applicable law, in the event that either Party becomes or is declared insolvent or bankrupt, is the subject of any proceedings related to its liquidation, insolvency or for the appointment of a receiver or similar officer, makes an assignment for the benefit of all or substantially all of its creditors, or enters into an agreement for the composition, extension, or readjustment of all or substantially all of its obligations, such Party agrees to furnish notification to the other within five working days by registered Goods Contract Page 29 of 39 Rev. 8 03132015 Contract �4297 mail. Then the other Party may, by giving written notice thereof to the other Party, terminate this Contract as of a date specified in such notice of termination. ARTICLE 44: PUBLICITY Supplier shall not directly or indirectly publish, approve or issue any advertising, sales promotion, press release or public statement relating to this Contract or any other work performed by Supplier for LCRA wherein LCRA's name, trade name, trademark and/or logo is expressly mentioned or language is used from which LCRA's identity may, in LCRA's responsible judgment, be inferred or implied (a "Prohibited Publication"), without the prior written approval of LCRA, which approval may be withheld in LCRA's absolute discretion. If during the term of this Contract, Supplier makes any Prohibited Publication available to third parties without first obtaining LCRA's written approval, the Parties agree that LCRA shall suffer irreparable harm from such disclosure and LCRA may, at its sole discretion, immediately elect to (a) issue at Supplier's sole expense, or have Supplier issue with LCRA Agent's prior approval, a retraction or correction of such Prohibited Publication, (b) obtain an injunction to prevent Supplier from issuing additional Prohibited Publications, or (c) pursue other legal or equitable remedies against Supplier that may be available to LCRA to redress the breach of this Article. ARTICLE 45: APPROVAL Contracts with the LCRA that exceed $2,000,000 (either initially or through a Change Order) must be approved by the LCRA Board of Directors before they become effective. Consulting contracts that exceed $50,000 (either initially or through a Change Order) must be approved by the LCRA Board of Directors before they become effective. Change Orders to contracts must be approved by the LCRA Board of Directors if they exceed $2,000,000 ($50,000 for consulting contracts), either separately or in the aggregate. Change Orders must be executed by the LCRA Agent. Contracts in excess of $14,999 involving the Fayette Power Project or the Smithville Railcar Facility must be reviewed and approved by the FPP Management Committee prior to becoming effective. Change Orders to contracts must be approved by the FPP Management Committee if they exceed $14,999, either separately or in the aggregate. Change Orders must be executed by the LCRA Agent. Contracts must be approved by the respective entities with sufficient lead time for Supplier to provide the Goods according to the requested Schedule(s). Delivery dates shall be adjusted to accommodate any delay in approval by LCRA or others. ARTICLE 46: ADDITIONAL PROVISIONS 46.A. Order of Precedence. In the event a conflict or inconsistency exists between the Contract Docu- ments, such conflict or inconsistency shall be resolved in favor of the higher-ranking document. Any Amendments or Change Orders shall rank higher than the documents they revise or change and shall have the same precedence classification as the original document. No terms and conditions submitted by Supplier in connection with any proposal or proposed Order will be considered part of the Contract Documents unless expressly accepted in writing by the LCRA Agent. If accepted by LCRA, the proposed terms and conditions are limited in effect to the proposal with which they were submitted. Goods Contrad Page 30 of 39 Rev. 8_01132015 Contract #4297 46.6. Contract Not Exclusive. The Contract is not exclusive. LCRA has the right to hire others to provide the same or similar work. 46.C. Severability. If any term or provision of this Contract is held illegal or unenforceable by a court of competent jurisdiction, all other terms in this Contract will remain in full force and effect and the il- legal or unenforceable provision shall be deemed stricken. In the event the stricken provision mate- rially affects the rights, obligations or duties of either party, LCRA and Supplier shall substitute a pro- vision by mutual agreement that preserves the original intent of the parties as closely as possible under applicable law. 46.D. Assignment. Except for an assignment by Supplier to any U.S. affiliate of Supplier, Supplier may not assign this Contract or any portion thereof without the express written consent of LCRA. Any permit- ted assignee must notify the LCRA in writing that it accepts the assignment on the same terms and conditions contained in this Contract. No permitted assignment shall limit Supplier's responsibility for performance of this Contract. Attempted assignment or delegation of this Contract, including ob- ligations under it, without the written consent of LCRA shall be void, and not merely voidable. 46.E. Third Party Beneficiaries. All persons who are not parties to this Contract, but who are entitled to indemnification under it, to the protection of the additional insured and waiver of subrogation re- quirernents, and to the limitation of liability provisions, are third party beneficiaries of this Contract. Otherwise, there are no third party beneficiaries to this Contract and the provisions of this Contract shall not create any legal or equitable right, remedy or claim enforceable by any person, firm or or- ganization other than the Parties and their permitted successors and permitted assignees. 46.F. English language. All Deliverables and Ancillary Services shall be provided in the English language, all measurements shall be in the English linear measure and statistical weights systems, and all mon- etary amounts will be calculated and based upon U.S. Dollars. 46.G. Web Based Procedure. To the extent possible, Orders shall be processed in any appropriate web- based and electronic manner. The parties agree that the web-based Orders shall be processed as if they were received in writing and shall be legally binding to the same extent as a written Order. 46.H. Integration. The Contract Documents contain the entire and integrated agreement between Suppli- er and LCRA as to their subject matter and supersedes all prior negotiations, correspondence, under- standings, representations and agreements, written or oral, related to it. Notwithstanding the fore- going, this Contract shall have no application to any Order issued prior to the Effective Date of this Contract; any such Order shall continue to be governed by the Contract under which it was issued. 46.1. Interpretation and Reliance. While this Contract form was initiated by LCRA, Supplier had the op- portunity to take exception to and seek clarification of it. Thus, this Contract is the product of nego- tiations between the Parties. No presumption will apply in favor of any Party in the interpretation of this Contract or in resolution of any ambiguity of any provision. 46.J. LCRA Customer Usage. RESERVED. ARTICLE 47: SURVIVAL Goods Contract P�ge 31 of 39 Rev. 8_01132015 Contract #4297 Termination or expiration of this Contract shall not relieve, reduce, or impair any rights or obligations of a party which expressly or by implication survive termination or expiration of this Contract. Without limiting the generality of the foregoing, the following Articles shall survive the termination or expiration of this Contract: Goods to be Provided; Title and Risk of Loss; Insurance; Ownership of Deliverables; Warranties and Standards; General Indemnity; Intellectual Property Indemnity; Indemnity Procedures; Limitation of Liability; Failure to Act; Remedies; Termination for Convenience; Termination for Cause; Dispute Resolution; Governing Laws, Regula- tions and Standards; Licenses and Permits; Site Inspection; Safety Requirements; Environmental Requirements; On-Site Activities; Work for Fayette Power Project and LCRA Affiliates; Ethics Requirements; Right to Audit; Publicity; and Third Party Beneficiaries. Goods Contract P�ge 32 of 39 Rev. E_01132015 Contrad 7i4297 EXHIBIT A: TECHNICAL SPECIFICATIONS REFER TO LCRA TECHINCAL SPECIFCATtONS FOR 72.5, 145 AND 345KV POWER CIRCUIT BREAKERS DATED OCTOBER 12T", 2015. DOCUMENT NUMBERS 7000.1-1 AND 7003.1-1 Goods Contract Page 33 of 39 Rev. 8_01132015 Contract ttQ297 EXHIBIT B: SCOPE OF SUPPLY �� y � Scope of Supply for HV Circuit Breakers ENEiC�I •MWH •GOAYMMY fRYICEE Contract No. TBD 1. Representatives: Subject Matter Expert (LCRA) LCRA Agent Pete Zepeda Engineer 512-578-4498 pete. zepedana,lcra. org Matt Januski Sr. Category Manager 512-356-6446 Supplier (Siemens Fapco, LLC Rep) Frank Panebianco Sales Representative 830-237-9092 2. Description of Materials The general scope of this long term contract is for the supply of circuit breakers and related products which may include, but is not limited to: 145kV and 345kV Circuit Breakers. All products provided shall meet the require- ments of LCRA and conform to the agreed upon specifications. 3. Packagin�. Shippin� and Labelin� Requirements Deliveries that do not conform to these specifications will be refused and returned to Supplier for proper loading: ❖ Packaging and Shipping .;. A) Goods Contract Contract #4297 • Shipping method may vary according to the product purchased and the LCRA required date • Packaging will be according to manufacturer's requirements for each item in order to safely deliver the shipments to LCRA locations or our required destination Labeling Bill of Materials (if applicable) Page 34 of 39 Rev.E 01132015 B) C) D) E) F) G) H) I) Manufacturer's name Item description Catalog number LCRA's name LCRA' contract number LCRA's purchase order number LCRA's equipment number (provided by LCRA on PO) Destination 4. Purchase Order and ProCard Delivery of goods shall be based on Supplier's receipt of a Purchase Order or ProCard Order ("as-needed basis"), which is considered a release under the contractual terms and conditions. Supplier will be required to provide quoted materials, identified in writing in sufficient quantities to adequately support LCRA's requirements. Suppliers will be asked to inventory, at their location, certain items in sufficient quantities to adequately support LCRA requirements. LCRA reserves the right to add additional items to be ordered on an as needed basis. 5. Location, Delivery and Delivery Hours: • Delivery Location of Products will be Iisted on individual Purchase Orders • Delivery Hours shall be 8:OOam — 3:OOpm Monday through Friday unless otherwise specified • Delivery of Wrong Item(s) - If the Supplier delivers the wrong item(s), the Supplier shall issue a credit or cancel billing within 24 hours of return. • Defective Delivered Items- There shall be no charge, or restocking charge, for any item that is de- livered defective and sent back to the Supplier 6. Fteturns/Restocking Circuit Breakers are not returnable/restockable as they are customized specifically for LCRA requirements. Orders may be cancelled or returned subject to a fee to be agreed on case by case basis. Training, Technical Capabilities and Support Supplier will provide two (2) days of on-site power circuit breaker training at no charge to LCRA. Factory supervi- sion and training will be provided at no charge for three (3) circuit breakers. Technical oversight/supervision can consist of the following: Securing of the unit to the foundation Bushing installation (if required) Goods Contract Page 35 of 39 Rev. 8 01132015 Contract t�4297 Pole �nit evacuation and gas fil�9ng (if required) Connecting inter-phase control circ�it wiri�g (if required) Connecting current #ransformer secondary wir9r�g from pole units to the controi cabinet (if required) Completing electrical tests {inciuding contact resista�ce and timingJ Cornpleting operational and functional c�ecko�t of equipment Supplier wif! provide a Tec�nical Field Representative only. Additional labar, equipmer�t, and materiai requirements are the purchaser's responsibility. S�pplier agrees to make a�aiEable to LCRA, technical personnel as required to assist in and areas of technical support and information as required by I.CRA at no cost, Ali training must be scheduled by December 37., 2017. Printed Name: �� V Title: Date: LCRA: � gy: Authorized Slgnature Printed Name: Matthew D Januski Title: Sr. Category Mgr. bate: Goo@s Contrad Page 36 of 39 Rev. 8 01132d15 Contract is4297 � EXHIBIT C: PRICING AND PRICE REVISION METHODOLOGY Item # Type Price � 72.5kV, 1200A BREAKER, 40kA $36,981.00 2 145kV, 3000A BREAKER, 40kA $49,498.00 3 145kV, 3000A BREAKER, 63kA $75,855.00 4 145kV, 4000A BREAKER, 40kA $90,310.00 5 145kV, 4000A BREAKER, 63kA $90,310.00 6 345kV, 3000A BREAKER, 50kA $201,958.00 7 345kV, 3000A BREAKER, 63kA $201,958.00 $ 345kV, 4000A BREAKER, 50kA $201,958.00 9 345kV, 4000A BREAKER, 63kA $201,958.00 10 345kV, 5000A BREAKER, 50kA $208,959.00 11 345kV, 5000A BREAKER, 63kA $208,959.00 High Voltage Circuit Breaker Price Revisions Prices are firm until December 31, 2017. For additional years, prices will remain firm provided that materials prices do not vary by more than 3%. Price revisions are capped at 4% per year and may be calculated based on www.bls.gov (for Porcelain bushings WPU 11710252 and for eSteel-AMM & Carbon Steel-AMM), www.lme.uk.co (for Copper & Aluminum), or as the Parties otherwise agree, using the following percentages of materials: Copper 9 % of price Steel 23 % of price Aluminum 29 % of price Bushings 10 % of price Goods Contract Page 37 of 39 Rev. �_01132D15 Contract �4297 Should Seller provide Buyer with reasonable information to indicate the inefficacy of the indices or that the 4% cap is commercially unreasonable in light of current circumstances, LCRA and Siemens shall mutually agree on a different price calculation base, cap or price increase. Goods Contract Page 38 of 39 Rev. E 01132015 Contract #4297 EXHIBIT D: MANDATORY HEALTH AND SAFETY CONDITIONS EXH. D.1: Safety Orientation. Prior to the commencement of work and arrival at the Site, Supplier shall arrange, along with the LCRA designated site contact, safety orientation for itself, its employees and subcontrac- tors. This orientation may include, but shall not be limited to: (i) the Emergency Preparedness Plan; (ii) review of LCRA's safety policies; (iii) lock out/tag out procedures; (iv) confined space entry permits; (v) hot work permits; (vi) waste product disposal (LCRA maintains Material Safety Data Sheets for all material on site); (vii) Hazardous Communication Act/Emergency Response Act; (viii) LCRA's prohibition of tobacco products, firearms, intoxicants, and illegal drugs; (ix) plant entry procedures; and (x) designated parking areas. If any workers fail to attend and complete the safety orientation, Supplier shall designate an em- ployee (e.g., site superintendent) to provide the orientation before those workers shall be allowed to begin work. All safety orientations shall be documented and maintained for inspection. Safety orienta- tion is only required once unless otherwise needed, or the Order changes. EXH. D.2: Warnings and Barricades. Supplier shall furnish, erect and maintain warning notices, signs, signals, lights, protective guards, enclosures, platforms and other devices as necessary to adequately protect all person- nel on Site; including but not limited to employees, subcontractors, other suppliers, LCRA workers and the public. EXH. D.3: Personal Protective Equipment (PPE) and Safety Equipment. Supplier shall ensure that all employees, agents and subcontractors (including employees and agents of subcontractors) are equipped with appro- priate footwear (safety toe, rubber boots, etc.) w�th a defined heel, appropriate eyewear (i.e., safety glasses with side shields, goggles, hoods, etc.), hard hats (RED NOT ALLOWED), respiratory protection, lanyards, monitoring equipment, rescue equipment, fire extinguishers, safety belts and harnesses, and such other health and safety related apparel as may be specified and/or required by statute, regulation, rule, ordinance, or jobsite conditions. Such equipment shall be furnished by Supplier at Supplier's ex- pense. EXH. D.4: Confined Space Entry. If Supplier performs work in a Confined Space, Supplier will perform confined space entries in strict accordance with OSHA 1910.146 Confined Space Standard. All Supplier entries will be performed under the guidelines of the Supplier's confined space program, which should include but not be limited to, all required personnel training, confined space monitoring and evaluation, entry tag sys- tem or any personnel protective equipment required by confined space conditions. All entries will be co- ordinated with the LCRA Representative or control room to assure proper isolation and/or de-energizing of the confined space is performed. EXH. D.S: Facility Equipment Clearance and Lock Out Procedures. Facility Equipment Clearance and Lock Out Procedures shall be followed, if applicable. Clearances shall be acquired by Supplier and LCRA personnel when required prior to performing work on any equipment. Supplier shall be responsible for providing company locks. Supplier's locks shall be clearly identified and shall have a tag for employee to print name. EXH. D.6: Safety Meetings. Supplier shall ensure that all hazards and protective measures associated with the work being performed on Site are properly communicated to all personnel on Site. Supplier shall conduct regu- lar health and safety meetings. A copy of the minutes of such meetings shall be submitted to LCRA, upon request. Supplier is responsible for providing an interpreter if necessary to ensure its communications are understood by all workers. Goods Contract Page 39 of 39 Rev. 8 01132015 Contract �i4297 ,�' � � � 9Ci. � � � i �1�f»'il �usz � .._____ ,._____ ,._____ _____W. ,._____. ,._____. ,._____. ,._____ .._____ .._____ _____.. _____. �. � �� i' � �� l � � t�z�a � � ��I .... . �� u � , � � 4ZA1 � � I�� c�r w�� W. 5d18 � '� I."�� '* I��"� � �I �� y�, � �.� �' `�......�� d;... ...�� j 1 �� '�� «�� . � � �� IIw�, � �' � � � � a �� w. sn� � � � zz � �zz�� o '� � �� .. ... ... ,„ � � .... . � � �� ' � � � � � � � � � � � � � � � �' File 6621 - Exhibit 5 Projected Circuit Breaker Needs Station Quantity kA Rating Unit Cost Estimated Cost Brinker Subsiation 18 63kA $75,855.00 $1,365,390.00 Masch Branch Substation 5 63kA $75,855.00 $379,275.00 Mayhill, Bonnie Brae, or other Substation 6 40kA $49,482.00 $296,892.00 Spare 1 63kA $75,855.00 $75,855.00 , Estimated Total 30 $2,117,412.00 •' ! � # 1 .� R ! �.,.,. I � ,,.. � � , .:� I�. .� � �,,.. � ' � � �� .. � � � � � �, � ...... � � �. R �' ' � _� ., � � ,,,. � # •� _ !. � .�.. � � ,,. . * .. �� R � . C � .., f � � ., . � R � !�� 1 � � � � ��.. +. / # ,... � .:� �, �� .�. # I, :# � , A 4 � � �.� R'... , � � � � � ,,, � � � ,... � �� R� � � � � �' � R �' E � '�, � � � � i � � � .. � ,� � � . . � � � R R �� R� ! � � � ..! � � . R �,. � ..,... I R,. � R� � � � � � � .,,... '.,. � � '..� F. � ,.... � � � � � ■ ',.. � � .. � R ��.. � , � .�� ..,.. ... � R ' � : � � .,... � .� # R,.. , ,, � � ! � , R �� R R �. ' ....,. � ��.. � � .., ' � �.: �, � � , � ��.. � � � � .;..,. , � .. � 1,.,. .... � • ',. : � � �.,.... � ,.... � � R ,... � � � , � ',. � � � ,.� R � .. � ♦ ...� ,,. � � .i ....,. � � ■ . .� ! � 1 � ' � ,,, ! � � � i � .., � ., b i � � R � �' # ■ R �.. ;� � � �. � � 1 .. ,1 �' � R � ,,... � :, f � ,,,. � ' � �F � � � � � . ;. � � � ..,,... � 1 �� .. � ! �.,��. � � ! � SECTION 1. That all bids received under IFB 6621 — Purchase af 138kV Circuit reakers and Maintenance Parts — are rejected pursuant to Section 252.043 (�, Local Government Code. • ��- . .+- �� - -- . � �-• � -�� - � . �� . �� , _ � ��. - �+ # �..- �� -. - � � - - �-�. - l��- � i. •,. , _ - - . - , �' w' '� 11 11 � _ . � r- � r- - � � . . .� r - � - w � .�� ' - � � . � , - . - � . ��- . - R . + �� - - - � - -� � • - . � , � " * . '. •.� � . . � � 1 ' � � . �� -�� ' . �+'�- • • w� � • � !- � -� . -�� - �. .,, _ . , w� �� , - . . �� w '�� . ., r - �� - • �-�� • � - �^ � � �� - � - � � - r _ # �- � -� . �- �� . --� - ��# - �. ._. � �. ,� __ � � . , �,- �, •��- . -�� . � �-� �� -� �- �! �� • ��. • � + � � . � +��• . � • •- •- � + SECTION 5. This Ordinance shall become effective immediately upon its passage and approval. � C I�.I�.. �.e� _� �r�� .��.,..........._____ � ��..m._.�� _...... ij�t �.°�"i �S`i"e 7� �� IF� � ��'T°��5, C�T� �� '�,Ft°� � �'� �"°� � �� ....mm.� .__ ...�,�M.. .m _. � � �� ^'_ �� ,�w,,,��„�,e�Um°��,�„�° � � City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� Legislation Text File #: ID 18-325, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract through the Buy Board Cooperative Purchasing Network Contract# 521-16 for the acquisition of one (1) Altec model AM60 Articulating Over-center Aerial truck for $236,005 and one (1) Altec model TA60 Articulating Telescopic Aerial truck for $236,948 for the Denton Municipal Electric Distribution Department; providing for the expenditure of funds therefor; and providing an effective date (File 6739 - awarded to Freightliner of Austin, in the amount of $472,953). The Public Utilities Board recommends approval (7-0). City of Denton Page 1 of 1 Printed on 3/2/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City of Denton _ . City Ha11 �� 5 215 E. McKinney Street tiY �"� �� " Denton, Texas www. cityo fdenton. com DEPARTMENT: CM: DATE: SUBJECT AGENDA INFORMATION SHEET Materials Management Todd Hileman March 6, 2018 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract through the Buy Board Cooperative Purchasing Network Contract# 521-16 for the acquisition of one (1) Altec model AM60 Articulating Over- center Aerial truck for $236,005 and one (1) Altec model TA60 Articulating Telescopic Aerial truck for $236,948 for the Denton Municipal Electric Distribution Department; providing for the expenditure of funds therefor; and providing an effective date (File 6739 - awarded to Freightliner of Austin, in the amount of $472,953). The Public Utilities Board recommends approval (7-0). BACKGROUND This item is for the purchase of one (1) Altec model AM60 Articulating Over-center Aerial truck and one (1) Altec model TA60 Articulating Telescopic Aerial truck, mounted on Freightliner model M2-106 chassis. These trucks are approved fleet replacements for the Denton Municipal Electric (DME) Distribution Department and were approved as part of the 2017-2018 Fiscal Year budget. These trucks will be used to install and maintain electric poles throughout the City. Fleet staff obtained three (3) quotes from prospective suppliers of this type of equipment (Exhibit 2). Two quotes were from cooperative contracts and the third quote was retail price. All quotes provide for an extended 36 month warranty which covers all parts, labor and travel time. The lowest quote was from Freightliner of Austin on Buy Board Contract #521-16. This purchase is considered a single source (Altec) due to increased savings in parts stocking, repair familiarity, and operator training by standardizing the units (Exhibit 3). Pricing obtained through the Buy Board Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February l, 2005, Council approved the interlocal with the Buy Board Cooperative Purchasing Network (Ordinance 2005-034). RECOMMENDATION Award a contract for the purchase of one (1) Altec model AM60 Articulating Over-center Aerial truck and one (1) Altec model TA60 Articulating Telescopic Aerial truck to Freightliner of Austin, in the amount not to exceed $472,953. ESTIMATED SCHEDULE OF PROJECT Delivery of the Altec Aerial trucks will occur within 330 to 360 days after receipt of order. FISCAL INFORMATION The trucks will be funded from DME operating accounts 604294605.13553920 and 604295605.13553920 in the total amount of $472,953. The budget for two (2) AM60 model trucks was originally $235,000 each or $470,000 total. DME opted to change one unit to a TA60, increasing the cost slightly. The additional costs will be funded by DME's unallocated motor pool account. Requisition #137686 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: Related Goal: EXHIBITS Organizational Excellence 1.1 Manage financial resources in a responsible manner Exhibit 1: Agenda Information Sheet Exhibit 2: Tabulation & quotes Exhibit 3: Single Source Memo Exhibit 4: Ordinance Respectfully submitted: Karen Smith, 349-8436 Purchasing Manager For information concerning this acquisition, contact: Terry Kader at 940-349-8729 c .Y � 7 a x o ~ � a � '� z — 7 � a O O O O m �o � �n m o � 1O � � � m m N N �� 0 0 O O � N I17 �p �' N n l�0 Q 0 v m m v +' N N � � L hl .� i/i i/i LL 0 0 0 ul � Ol N lfl I� � O � N m ci m H � �o m � 0 `� N N � — m � � � � � � a, � Q V O O V � v � O O N � � �"� � � Y � � _ ., N �, a 0 �n c-I N \ U �'' i..) 0 I� l0 Y� Q V m m� Q z ? N N L � � LL 0 0 0 0 iri co O cri c � O�O �fl t0 T N � lfl' l0' N .� � N N a a x ,� .n .n .n in aF � V O � v•� � O O v O C � O +' , � U �fl t0 O t a � � � � Q a hU � V lfl l0 � � +' N N � LL 7 � L 00 qU V? I V? I LL I V? � i Y �1 N � C V � 7 O i m U � O � > N V N V fp � 7 d Q Y m O V — '° o i `v Q U � � �� c p u�i Q '- a+ Y a0 d Q V C � � .Q .V m O � — V 0 �� N � a � v � Y C � Y � �o � U/ V 7 LL � � 0 Q � (p O � � � 7 Q H � 00 O N N N N � �I�I�I IN yl�lc�lmla C1c1tC;: C}�i_�iC)-l(7'1t3 PURCHASING NAME....._��....�...�........�..�.�.�.. City af Denton ADDRESS �i01 L I-lickory 2C719�� ..... Frei�htliner �� p�,�,� ��'�' � �';� ��,��.,�,,,o�,..�,� �� ',��u �� `��;,.� �'�e��,�� '� J..101 ��rniGY7 f�cl. (I Iwy. :15:3 �ao.) E3us:'.�12-`�;£39-G�00 l�Ai.as,tir�, I�ex�nt, 7F3721. F�.X: 512-:58�-� 26E3 W t� t�;: :t-E3(70-3'� 5-� 005 Denton � �m M2-106 Order IMILEAGE: u IY`1WUIC@ IVUYYI'�)01` ��a-�q��-��r�� STATE �M ZIP CODE Tx 76205 �igntiin�r rv�r-:�Wu�i cnassis c .. (� /�'ei�ial..� evice w�opiions ;�`�''s� �a,'��b ��. �.,"��..°�. uy�a�ee per ��'��' �`oo�i'ru Apri _ uisci�imer or vv�rr�nties Any warranties on the products sold hereby are those made by the factory. The Seller , Freightliner of ,4ustin , hereby expressly disclaims all warranties, either expressed or implied including any implied warranty of inerchantability or fitness for a particular purpose, and Freightliner ofAustin, neither assumes nor authorizes any other person to assume for it any liability in connection with the sale of this vehicle. CUSTOMER SIGNATURE SA�ESMAN SIGNATURE Tom Standard 512-468-7270 CONTRACTUAL DISCLOSURE STATEMENT POR USED VEHICLE ONLV.'The informaCion you see on the window form for this vehicle is part of [his contract Infonnalion on the vrindow form overtieds any contrary provisions in the coniract of sale. " PAYOFF T0: ADDRESS: GOOD UNTI�: QUOTED BY: SHOW LEIN T0: ADDRESS: DATED: DRAFT FOR $ DRAFT THRU: ADDRESS: LIEN AMOUNT $ Body Type: License Wt.: State Insp.: License: C'u;�a1a'a: 9��I buv�.�r� w;ia Trading Difference Sales Tax Vehicle Inventory Tax License Fee Documentary Fee Federal Excise Tax "l"tl;J"['f�� ;°3�tM:=; k�l'°i4�aP': Payoff on Trade Ext. Service Agreement Less Deposit U�ry�au( Lt�,aV�u'�ca� B:�¢.uc� � �� 1�7��Yc,: l� 1..3(�-2C)'I E3 .,...� ��..� .. .�W...... PUf�CHASING NAME City of C7enton 4DDRESS �..�..... 601 E Hic4<arY 2019 f=reightliner ��"�pl�„� �a � �,u� ��m� �,��,..��nm,� �� w�urv �� m� �,� ��M,�� 1�70:1 S�7�ith Rcl. {4�9wy. 1£33 5>��.} GS��as�: �i1.s-:3�3h-C70C7C) Austii7, Texas /E372:L FAX: 5:1? 389-'1..f3ka:3 W<a ts: :L-H00-39�-2C7Q;7 Dentnn �� „�.�. �rder �.. �nz-:�a� o..��......�.....�.. MILEAGE: Tx E3uy Boar - �� .`�.. �'�`�1=`reig`�"itTir to inc u e tec ( �..�...._��..�.._ �s��'`��„�Ar�'�:e: Any warranties on the products sold hereby are those made by the factory. The Seller , Freightliner of Austin , hereby expressly disclaims all warranties, either expressed or implied including any implied warranty of inerchantability or fitness for a particular purpose, and Freightliner of Austin, neither assumes nor authorizes any other person to assume for it ariy liability in connection with the sale of this vehicle. 1'ELEPhIQNE �4a-��-��r�� STATE �� Tx er �vi�-:�t�ei cnassi i v�rc�nter eria I n v(7I C P. IV tl I i"1 k) t; Y • � CUSTOMER SIGNATURE SALESMAN SIGNATURE Tom Standard 512-468-7270 coNTRACTUAL DISC�oSURE STATEMENT FOR USED VEHICLE oNLY. `"The infonna�ion you see on the window form for this vehicle is part of this conVact. Infomiation on the v+intlov+form overrieds any contrary provisions in the conhact of sale. " PAYOFFTO: ADDRESS: GOOD UNTIL: QUOTED BY: SHOW LEIN T0: ADDRESS: DATED: DRAFf FOR $ DRAFI' THRU: ADDRESS: LIEN AMOUNT $ Body Type: License Wt.: State Insp.: License: Title: Transfer: "�.�J7��C. G"N�acBr,�, �;Gl�uw✓r�art�c��, Trading Difference Sales Tax Vehicle Inventory Tax License Fee Documentary Fee Federal Excise Tax r�>c�u.. ��w��w: ��r�a�� Payoff on Trade Ext. Service Agreement Less Deposit U��:a��aV 1�;s8rra¢�¢�� V�uu,s�» i 236,005.00 �� oW �P _ � � �( ° �"��i �r�i ll��ll�1111)I111'i101�1l111lII�IJIIIIII��%��fIJ11 � �' �� °iii�iiiui�.��.� �. Fleet Servfces _ 804 Texas Street, Denton, TX 76209 �(940) 34 -7 .V'''� � l�",.V"�'� � � �� ''� II��"� �� ,� .I�� January 29, 2018 �"�� Karen �wa��N��„ PurchasA�� Mz��r�� M '� CK� Terry Kader, Fleet Services Superintendent Antonio Puente, Director of Finance ��,�� `��.��"�� k ��dl)�4�6�- �m� N N�: �� 1.l�IM��..� 1�1��"�wi.��.: City af Denton, Fleet Services has standardized to the purchase of Altec aerial bucket trucks for the Electric and Traffic and Parks Departments. Altec Industries Inc. in St. Joseph, Missouri has a local authorized service center in Waxahachie for repair and maintenance of all Altec products. City of Denton Fleet Service technicians are not authorized to perform warranty repairs on Altec aerial equipment to mitigate liability risks associated with the repair of this type of equipment. Fleet does not currently perform electrical or hydraulic repairs on these units. To minimize down time, a factory trained Altec field service technician is dispatched from a North Texas location to perform repairs on site at various City locations. Replacement parts are ordered and purchased thraugh our Genuine Auto Parts contract and occasionally, directly From Altec Industries. The use of factory authorized replacement parts and service from Altec Industries is in the best interest of the Electric Department and City of Denton. I am requesting authorization to continue the purchase and use of Altec Industries products and support services. 9��.�;�m��n�°��:��a � ,,� � F�� ° � �n � l � ''+"��,r �,o�%��+ "'1„�'�"'�. � Terry Kader Fleet Services Superintendent OUR CO VALUES Integrity • Fiscal Responsibility � Transparency • Outstanding Customer Service l:�1�=► ►� � ! ' f � • '� � � ! � � �� . � � . ��, . �� '�R � �. � � ��., � � � ,. �. � ', � � � ' ', ':. ��: . 1 �i . � L � � �.. � '. � � � � �� R l ! � � � �'.. � � .... � ��..... R I '� • � .:. � � ' F... � '�, �,.... � I �� ', � � � � .� ; � � ! ( ■ '. '. � � '. . � �' � � ; I � � ��.. �i • . � � � �� i �� 1 + . ' � � l. � ��' � . �. � � ��. f ��; � �` ',' � � �� ' : ;. � ��... � �, .. � ........ . � � , � � , �..... R ■� �� .� , ': � � R. � R � '��. , � R �� 1 '�, . � � . � 1 ..... . .� 1 �' .� � ,...... 1 � R�. � �� . ��...... �� 1 1� � � � �., ♦ � �; � w � � t � � � � � �'.. � � •'�. � '� � � . �:.. � �� ' �� '��. 1� �' w � �#' � � . � �-,.. � �. .. � �� ' � �' � '• ' ' "� � f •� '� �� ! 1• • 1' � �' ' �' �,:. � - ' + ., � .! � ' �• . � . . . # •� ' ' ' � � '� . � �,- � � •' � � ! /' � �' �' � ♦ -� �'��• � l �. �,� � .� � �,�� .., �� ' '��' '� � �- ' • ' �,' � s .� . . � . � . � � . , � � �; � -� � � � � . �� • ��' • '. '� I'' . ' ! �,, . i il.; � •#�. . • � . = - # 1' �� ; . ' � �I . " � �' ` � ' � � � � + ' ' ' ' � � . [ �' r a . � . � � • ' w . i f �' � ' . � � 1 • ! , � ' �� ' ' '• �� " 1 R ' � - r" . � '• �''� ' •� ��' � � . ' �l•�# '� � �i � ' �i'� �;� �; � ..,... . � ..R �' .� � '.: � '�, � � 1 ', � � ........ �... � �� '�. � ... .... . ',� � , � .I '� '. 1 '� i ' �I.. #��i • . ,. ' � '�' ' � ! � ' � •�� .r ' ..�# � � � ' • ..... . �.,-. � � �. <. � .... . . �, •. . . � . . � � . .... . ��:., � . � �. � �. � •. � :�.. ! �, .. � �' � � ' � ' t ' � .`�� i �I i � � #' `. ' / � �.::. � ' ��, ' �:, . �..:- � � . .. � - �.. � ....:. � F1Ll� NVM Eit V E1VLOlt 1-i�o T 6739 Freightliner of Austin $472,953 :, �� - . �� - • . �� - . � . � � �� . �� ' . . _ � . . _ . . � _ �,,- . � . � . � _ � ' � ' � � : � � �' � ' : i � . � � � r �- , � - � �� . +�� - �, � , . � • . . � � . . �� : - -� . - � , - r � -� •� '' � ' ' . f •. . . . � � � •' . � . �. � � . - . ��; w � - � �'� - w' � . � �� - � - � �� s � � - . • -�� . - �� - '� - � . : :�. • �►�- . . � , ., - � . � - . - � •• -� � . "�,� t:..w� �� C� �. S110UI(� tl]e Cltj/ al]{� jJeCSQri5 5UY7Ct71t�11i�T a]3�I°OV�C� c�rid c�CC81Jte(� 1��I11S S�I Iortl7 in the i°eferenced file nun�ber wish to entei° into a formal v�vritten agree ent as a restilt of the City's ratiiication of bids awarded Uy the uy oard Cooperative PLlrchasin� etwork, tlle Cit�r anager or his des'r nated repz•esentative is he,•eby �trt�iarized to execute the tivritten contr�ct ��vhich sh 1 be attached hereta; provided that the written contract is in accnrdance `�vith the tei°'ns, conditions, speczfications �tnd srandards contaitle iF� tlae Propos�tl sub ittied tc► the uy oai°d Cooperative Pttrc�iasin� etwc�rk, aa�d related docurnents hereir� approved atacl aecepted. �� C,° � C��J_�,�. `l'Y�� Gity �"c�w��tcil of the City ��` 1:�a��:�, �'a°�� l�c��;;l�y a��M�,:ssly de9��tes the autl��t°iC�� ta ��a� �rr��r�r ��ctio�;� �1�� in�y be requir�� ° �r��°��it�e�4 ¢:�,� l;r� ��fo��r��a�� by the ��iar�� of Tlenton under �'ile 6739 to the City Manager of tlze City of Dentan, `X'exas, ar his designee. �� °`"� �%.1�5 f�a� y the acce�taalce and approval of the ite s set %rth in the refereneed file number, the City Cauncil lxer�by autharizes the expenditure af fur�ds therefor in the arnount and in accordanc� 4r�itri the approval purcll��e ox•ders or pursuant to a�Pritten contract made pui•suant thereto as authoriz�d he��ein SECTION 7, Tl1is nrdinance sl�all becom� effective immediately u�on its passa�e and approval. �� k'ASSED .�1ND A�'PROVED this day of� .._.� �._�w�� ...._. r � 201 �. � Y � A L� 1 . JE IFE ALTE S, CTTY SEC �T� Y � ��W.� �, ��". �� City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� Legislation Text File #: ID 18-326, Version: 1 AGENDA CAPTION Consider adoption of an ordinance authorizing the City Manager, or his designee, to execute a Donation Agreement with Denton Independent School District ("DISD"), a political subdivision of the State Of Texas, in compliance with Ordinance 2008-113; authorizing the donation of two (2) patrol cars to the DISD for use in its Law Enforcement Technology Program; authorizing the donation of the equipment with an estimated value greater than five hundred dollars ($500); and providing an effective date (File 6656-Donation Agreement with Denton Independent School District). City of Denton Page 1 of 1 Printed on 3/2/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City of Denton _ . City Ha11 �� 5 215 E. McKinney Street tiY �"� �� " Denton, Texas www. cityo fdenton. com DEPARTMENT: CM: DATE: SUBJECT AGENDA INFORMATION SHEET Materials Management Todd Hileman March 6, 2018 Consider adoption of an ordinance authorizing the City Manager, or his designee, to execute a Donation Agreement with Denton Independent School District ("DISD"), a political subdivision of the State Of Texas, in compliance with Ordinance 2008-113; authorizing the donation of two (2) patrol cars to the DISD for use in its Law Enforcement Technology Program; authorizing the donation of the equipment with an estimated value greater than five hundred dollars ($500); and providing an effective date (File 6656- Donation Agreement with Denton Independent School District). BACKGROUND This Agreement will allow the City of Denton to provide a donation of two (2) Ford Crown Victoria Patrol Units to the DISD Advanced Technology Center, ensuring a sustainable method of disposal of these City assets and a beneficial use for the DISD Advanced Technology Center. These units have exceeded their useful life as patrol units and have been decommissioned, but are still functioning. This agreement is mutually beneficial and each entity can achieve common objective relating to the public safety and welfare of the residents. The Denton Police Department (DPD) and the DISD Advanced Technology Center, Law Enforcement Technology Program have formed a partnership in recent years with the goal of helping prepare high school students for a job in law enforcement. The program is taught by retired and current law enforcement officers, most from DPD. The training actually mirrors DPD policies and practices, so there is a potential benefit of local applicants being better prepared for police academy training who would then be candidates for DPD and other local agencies. Classes include instruction on traffic stops and deploying emergency calls from vehicles. The school plans to raise funds to restore the vehicles and have an identifying "wrap" design so they are not confused as actual emergency vehicles. The DISD Advanced Technology Center, Law Enforcement Technology Program agrees to only allow adult instructors to operate the units for training and teaching purposes. The units will be maintained by DISD Advanced Technology Center, and provided that the DISD Advanced Technology Center finds the units no longer usable; an immediate destruction of the property shall be ordered. The original cost of the units to the City of Denton was $60,62632. The estimated value of the units, if sold at auction, is $2,000 each, for a total of $4,000. In accordance with City Ordinance 2008-113, surplus property may be donated to another government entity; however if the value of the surplus property is in excess of $500, City Council approval is required. In accordance with the Texas Transportation Code 728, the vehicles have been stripped of the police equipment before the transfer of sale or title is made by the City. RECOMMENDATION Approve a Donation Agreement between the City of Denton and the DISD Advanced Technology Center for the two patrol units. ESTIMATED SCHEDULE OF PROJECT Units will be released to the DISD Advanced Technology Center, Law Enforcement Technology Program within two (2) weeks of approval. FISCAL INFORMATION The two vehicles and equipment has an original cost value of $60,62632. The Fleet Department estimates the value of the vehicles, if sold at auction, to be $2,000 each. 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 Safe, Liveable & Family-Friendly Community 3.4 Encourage development, redevelopment, recruitment, and retention Exhibit 1: Agenda Information Sheet Exhibit 2: Donation Agreement Exhibit 3: Ordinance Respectfully submitted: Karen Smith, 349-8436 Purchasing Manager For information concerning this acquisition, contact: Terry Kader at 940-349-8729 DONATION AGREEMENT 6656 This Donation Agreement (the "Agreement") is made and entered into this th day of , 2018 between The City of Denton, Texas, a political subdivision of the State of Texas (hereinafter "Denton") and the Denton Independent School District, a public school district organized under the laws of the State of Texas, by and through its governing body ("DISD"). WHEREAS, DISD operates the Advanced Technology Center, Law Enforcement Technology Program, which teaches youth about law enforcement use of technology in the field (hereinafter "DISD ATC"). WHEREAS, the City of Denton has the authority to enter into this Agreement pursuant to the Denton City Ordinance 2008-113 and the Disposal Procedures of the City of Denton, which allow disposal of personal property owned by the City through donation to another governmental entity. WHEREAS, the donation of two (2) Ford Crown Victoria patrol units, as described herein, to the DISD ATC, will provide a sustainable method of disposal of this property for the City of Denton and a beneficial use for the DISD ATC. These units have exceeded their useful life as patrol units and have been decommissioned, but are still functioning. WHEREAS, it is mutually beneficial to both parties to execute this Agreement whereby each entity can achieve common objectives relating to the public safety and welfare of the residents of both organizations. WHEREAS, the DISD ATC agrees to utilize the equipment originally purchased by the City for the public purpose of adult instructors' training of students. NOW THEREFORE, in consideration of the mutual representations, terms and covenants hereafter set forth, the parties hereby agree as follows: l. DONATION. The following property will be donated by the City of Denton to the DISD ATC and DISD ATC agrees to accept the following property ("Vehicles"): uim � ° � uim � � uim � � � �� Unit Number Year Make Model VIN Original Value Estimated Proceeds if Sold at Auction PD0606 2007 Ford Crown Victoria 2FAHP71W07X116102 $ 29,217.85 $ 2,000.00 PD0711 2007 Ford Crown Victoria 2FAHP71W67X135544 $ 31,408.47 $ 2,000.00 TOTAL $ 60,626.32 File 6656 2. PURPOSE. The purpose of this donation is for adult instructors to use the donated Vehicles to train students. Should the DISD ATC determine that the equipment is no longer useable, an immediate destruction of the property shall be ordered in accordance with Texas Transportation Code 728.021 Subchapter C. Transfer of Ownership of Certain Emergency Vehicles by removing and separately disposing of all vehicle equipment. 3. FEES. Any fees or other costs necessary or incidental to the change in ownership of the Vehicles under this Agreement shall be borne by DISD. 4. NO WARRANTIES. The City expressly does not warrant any condition of the Vehicles and is donating the Vehicles on an AS IS basis. Risk of loss is transferred to DISD once the Vehicles have been picked up from the City. 5. REMEDIES. This Agreement shall be construed by and governed by the laws of the State of Texas. Venue for any legal action necessary to enforce the Agreement will be in Denton County, Texas. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any party of any right, power or remedy hereunder shall preclude any other or further exercise thereof. Notwithstanding anything in this Agreement, the City expressly does not waive any of its rights or defenses it may have, including sovereign immunity. 6. WAIVER. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any right or remedy, or future exercise thereof. 7. ASSIGNMENT. This Agreement may not be assigned in whole or in part by any of the Parties without prior written consent of the other Party. 8. SEVERABILITY. In the event that any section, paragraph, sentence, clause or provision hereof is held by a court of competent jurisdiction to be invalid, such shall not affect the remaining portions of this Agreement and the same shall remain in full force and effect. 9. AMENDMENTS. This Agreement may not be amended except by written agreement of both parties. 10. NO THIRD PARTY BENEFICIARIES. For purposes of this Agreement, including its intended operation and effect, the parties specifically agree and contract that: (1) the Agreement only affects matters/disputes between the parties to this Agreement, and is in no way intended by the parties to benefit or otherwise affect any third person or entity notwithstanding the fact that such third person or entity may be in contractual relationship with the State or City, or both; and (2) the terms of this Agreement are not intended to release, either by contract or by operation of law, any third person or entity from obligations owed by them to either the State or City. File 6656 10. ENTIRETY OF AGREEMENT. This Agreement represents the entire understanding between the County and School District and supersedes all other negotiations, representations or agreement, written or oral, relating to this Agreement. The parties have caused this Donation Agreement to be executed by their duly authorized representatives. DENTON INDEPENDENT SCHOOL DISTRICT Denton, Texas. SCHOOL ATTORNEY: Approved as to form. :• : Its: Date: CITY OF DENTON, TEXAS CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY : APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY :• File 6656 ORDINANCE NO. AN ORDINANCE AUTHORIZING THE CITY MANAGER, pR HIS DESIGNEE, TO EXECUTE A DONATION AGREEMENT WITH DENTON INDEPENDENT SCHOOL DISTRICT ("DISD"), A POLITICAL SUBDIVISION OF THE STATE OF TEXAS, IN COMPLIANCE WITH ORDINANCE 2008-113; AUTHORIZING THE DONATION OF TWO (2) PATROL CARS TO THE DISD FOR USE iN ITS LAW ENFORCEMENT TECHNOLOGY PROGRAM; AUTHORIZING THE DONATION OF THE EQUIPMENT WITH AN ESTIMATED VALUE GREATER THAN FIVE HUNDRED DOLLARS ($500); AND PROVIDING AN EFFECTIVE DATE (FILE 6656-DONATION AGREEMENT WITH DENTON INDEPENDENT SCHOOL DISTRICT). WHEREAS, the City of Denton has the authority to enter into this Agreement pursuant to Ordinance 2008-113 and the City's Disposal Procedures; and WHEREAS, the donation of two (2) patrol cars to Denluri Iriaepel�c�C��l Scliool Distiict ("DISD") for use by DISD's Law Enforcement Technology Program will provide a sustainable method of disposal of this property for the City and a beneficial use for DISD; these patrol cars have exceeded their useful life and, although still functioning, have been decommissioned; and WHEREAS, it is mutually beneiicial to both parties to execute this Agreement so each entity can achieve common objectives relating to both the public's safety and the education of high school students with an interest in law enforcement; and WHEREAS, DISD agrees to utilize the patrol cars, originally purchased by the City, for the express purpose of educating and preparing high school students for careers in law enforcement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION L The iindings in the preamble of this ordinance are incorporated herein by reference. SECTION 2. The City Manager is authorized to enter into a donation agreement with DISD, and to donate the two (2) patrol cars specified in the agreement, a copy of which is attached and incorporated by reference herein. SECTION 3. The City Council of the City of Denton, Texas expressly delegates the authority to take any actions that tnay be required or permitted to be performed by the City under File 6656 to the City Manager, or his designee. SECTION 4. This ordinance is effective immediately upon its passage and approval. PASSED AND APPROVED this the day of , 2018. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY : APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: � City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� Legislation Text File #: ID 18-328, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Texas Filmmakers Corporation for the sponsorship of the Thin Line Festival; providing for the expenditure of funds therefor; and providing for an effective date. ($5,000) The Public Utilities Board recommends approval (6-1). City of Denton Page 1 of 1 Printed on 3/2/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City of Denton City Ha11 �re� 215 E. McKinney Street n�� ,� �"�, �� '�'�'"�� ' Denton, Texas www.cityofdenton.com DEPARTMENT: AGENDA INFORMATION SHEET Denton Municipal Electric CM/ DCM/ ACM: Todd Hileman DATE: March 6, 2018 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing an agreement between the City of Denton, Texas and Texas Filmmakers Corporation for the sponsorship of the Thin Line Festival; providing for the expenditure of funds therefor; and providing for an effective date. ($5,000) The Public Utilities Board recommends approval (6-1). BACKGROUND This Agreement allows for the total expenditure of $5,000 from Denton Municipal Electric Sponsorship Funds under the approved City of Denton Resolution R2017-050 (Exhibit 2). Key provisions of the Agreement include: ■ Funds shall be used by Texas Filmmakers Corporation for expenses related to the Thin Line Festival. PRIOR ACTION/REVIEW (Council, Boards, Commissions) The Public Utilities Board reviewed this item on February 26, 2018 and voted 6-1 in recommendation of approval. FISCAL INFORMATION Funding for the Agreement will come from Denton Municipal Electric's FY 2017-18 sponsorship 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: Related Goal: opportunities EXHIBITS Safe, Liveable & Family-Friendly Community 4.4 Provide and support outstanding leisure, cultural, and educational 1. Agenda Information Sheet 2. Resolution R2017-050 3. Ordinance 4. Sponsorship Application Respectfully submitted: George Morrow General Manager of Electric Utilities Prepared by: Elizabeth Coulter Denton Municipal Electric RESOLUTION NO. R2017-050 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS IZEGARDING THE DENTON MUNICIPAL ELECTRIC SPONSORSHIP PROGRAM. WHEREAS, Denton Municipal Electric ("DME") has budgeted $50,000 this fiscal year for sponsorships of non-proiit and civic-minded programs and organizations which fiirther a charitable cause or public interest; WHEREAS, DME intends to budget funds in future budgets for sponsorships; WHEREAS, it is the purpose of this resolution to set forth guidelines on how these sponsorship funds will be allocated; THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTIONw_1. The recitals which are set forth in the preamble of this Resolution are inr,orporated herein and are made a part of this Resolution for all purposes. SECTION 2. All organizations requesting funds from DME's sponsorship program must meet these minimum criteria: A. Be registered as tax-exempt under section 501(c) (3) of the Internal Revenue Code; B. Must not discriminate on the basis of race, color, religion, national origin, age, or sexual orientation or gender identity, citizenship, familial status, disability status, or veteran status; C. Must further a charitable cause or public interest; and D. Recognize the City and DME at the event and/or through marketing materials. S�� "m1'f4��1�1 �. Sponsorship funds will not be provided to other City departments (i.e., Parks or Solid Waste) that receive funding elsewhere from the City; "��4:�s�"1�)d� �. Approval of amounts being sought less than $2,500 may be approved by the City Manager, or his designee, and approval of amounts of $2,500 or more must be recommended by the City's Public Utilities Board ("PUB") to the City Council for approval. Any additional amounts sought by an organizations that has previously received funding under the $2,500 administrative threshold must be recommended by the PUB to the City Council for approval. ��^�"'I"�f�1� :�. DME will provide both the PUB and the City Council quarterly reports describing what organizations have applied for funds from the sponsorship program, including the charitable cause or public interest for which the funds will be used, what organizations have received funds from the sponsorship program, and the remaining balance of the sponsorship program; ��"�I��t�� p This resolution shall take effect immediately from and after its adoption. FASSED AND APPROVED this the �� day of ',�s� ��,� �°�° 2017. ��.....� �.��" � �� .�__Y� ATTEST: JENNIFER WALTERS, CITY SECRETARY I� r�l��""�'�1� �',' TO LEGAL FORM: �� T� LEAL, INTERIM CITY ATTORNEY � ,:� �' ��, ��,;�, Page 2 ��:Ue�al�r��r d�l�xurr�ienis\�rrdi��nce�;ltki\s+�rv 2�a�r-cln�c-te�xas fiirnrnak�r�; cor��r-thin lin�: trsliv�al ar�1 d��.tie� C7I�I71NAN(:'1: N(:). AN C)I�ti�I�lAN(� I�W C:)I� "['T�I:C'["I�`�()�� I)�:1�"1"C)N �11J1'I[(7Ci'.11il�d(:� ��1 AGI�L.I;MI:N"1�E3I;'I"WE<E;I�1 7'�iL: C�IT'Y C)F� I7I::;N'I�()�J,'CTCW�t��, At�1D "1'T;XA�i I�II_,MMA[�I�,R� C'i)It}'C)I�.A�I"IC)N E�(J[t "I�I[I: SF'C:)N�()R�SI i11' C)I� `1"1-1�? "I"f 1Ii�1 I,,1N1', � l;STt'IV�1L; A[.1'I�I ��RI%T"VC� 'I'I-II:: �;XI'E�NI7I"T"t11�E (:)F. (�'t.l�ii7,��, �1�di:) 1'f2C)VII)iNC� T�C7� �1N I;I�I'1;C'I'IV}; I)1l"l'�{:. 1�"1 II�;fZ}:A�S, th�; City C:'r�u��cil <>C'the City c>f�f7e►�tcxn l�ereby fin�s that tl�c A�reement bctween tl7e C'ity anci �C'cxa:� k{ ilra��nakc�r-s C'��r�c�r�ztiC��, �ttachec� hc rct<> ancl ��xadc� a�art hereofhy refierence (the ",�,�r�e;n��7t"j, s�rvc� a rnu��ric:i�aal arxci �r.zt7lic ��r��acr�c� �a�cl is i�� tl��c pu�ilic�� int�rest� NC>W, ,1,1� II;I�..1:E�"C)R1:?, 'I"I�1; C;'(7t.lNC'II, C)I; 'l"�I1; CI1"Y ()[� I7I:N'I.C)N IIE:C�.f_:}3Y C)[�:C��IN�: S�;(:'"I"tC)N 1. "l ��c kinr�in�;� set i4�rtl� u� th� �re4��nble �f'this (�rdin��7c:�; ar� inec�r�ac>rat�d by r�1�:x•�;�cc� i��tc� tlxe k�ociy ��f'�� this C'�)rc�inance �s i�I" 1`�ill�y �;�t �c�rtl7 h�rein. Sl?C"C`IC)N 2. "1'hc C:�ity M��a�e,r, c>r his c�csi�,z�ec, is l��rek�y atztl�c�r�iiccl tc� r�xecute the. �"��,reetn�nt anc� tc� �.x�;�•�;isc all yi�hts anc� c.j�itie;�; c�f` the: C`itv ua�d�;r• tl�c A�r�c:m�nk, includin� auth<7riiir7� ancl r�xtifyin� tl�� x}�c��clitt��•� c7{`iiar7ds. SI:C"1`I(7N,_3. "I'l�is (:)��c�inance sl�all bccorne �f'Iecti�re imr��e;diately ��pc�n its �7ass�t�� nd ��rc>val. I'�`�Sl;l:) /+�NI7 �11'I'ItC)VI;17 t}�is tl�e _....__ _._.____ ._ cl�xy «i __.____-------_ .__ _...__.___.._.__ .............__� '(J18. ("I-N1�1;� Wr�T"1�.�, �^l��C�C:)CZ �'�l�""I'I;'�"1": .Il��::N�N11��;1��?i�� °�1.'1'f��l��'�, C1`]''� ti1�;C:'Ii}�,"1�"r11Z5' 13Y� �T'I'Ci.(7VI:',I:7 fi�;�a "I"C) I.,1;C.i/�t, I'"C:)1ZlVl; r��C7�N i,f?F�1,, C`I"1..�Y �"1�`l'(7I�.NL?Y � I3`�'; ;:,tile�,t�ICt�ur cltxcGXr�re�rrt�alctrc��tr�u��t�s�\Ik�kstrv u�+,r..dr��a-tcne�s filrnrri��C�rs c<7rp..tlu�7 linc t�:�fivtrl.+Jucx s��vrc�: �c��:�;��:rv�r SL+;7"W�:�«�N "1"liE�. C:'l'I'Y ()1�" 1)�+:i�`I'()N,'1"��,XA!� �4NI) TF�,AS FII.MMAKEltS C;�l►�2P()ItATICIN "i"I�is ��reca��e;nt is h�r�cby �n:te��c�t ia�tc> �}� aa�d �actw�e�;�� tl�c C'ity° c�f L)entc�n„ 'I'cxas, a hc»7�e rt�.1� munici��l c:��r��ratic�n, h��:z��alt�;r �°t�fc�•r�ci tc7 ��s ``('ity,', and thc "I'exas C�"il�nr�xakers C"r�t�oratic�t�►, a"I"�x��.s �ac�n-�rc�iit e<�r�c�x•��tian, hereinaf`ter ►•e1'�rrcd t�a as "l�ilnrr�aker�:�.,> WI�}:1�1�,A!�, C:'ity ha5 det�rmi�7�c� tl�at the �arc��c�sc�l f��r s�;r�wiccs m�rits assistanc� anc� caa� �rc��ic�c necc��c1 sc�rvices ta ciCirc��s r�1'C'ity �nci has pr�7��i�cc� func�s in it�; �iuc��Gt fc�►� thc; pur�c�;;e caf' �a�yia�� fi�z• ccrra�Cc�ct��l sr;rvi�;cs; �x�c� �✓I CI:'1�1.;��, tkais �,�rc�em�,t�t serve� a val'r�i m�,��ic�pal anci }aul�lic ��ur�c7se anci is i�� t}�� blic� it�t�resi; N<)Vw', "Im1 if:[2w.1��j'C:)RL:;, th� parties hL�•etc� �z��.�tz�u�lly ��,r�c as fc�11c��,vs: I. �C°C)I�C' C)t�"'�i;}�VIC"1?�; ��`II.,MMr1F�E:It.:� :�hall, in �� satis[�ctc�ry �►�ci �.71•c�per• r�a��nner, �aex°fi�rm the (r�lle�wXrfg t�asks, i:c�r wl�ich the r�racan�c;s �rc�vic�ed by C"ity rt��y k�e �zseci. °�l��ix�: 1�unc�s l��ir��, ��•��vrc�cci 1',r<��nr I�7wt��tc��z� Munici�,4�1 l�;le��t�•ic I��Y �O17-1 ��pc�risc�r;;lai�� fiz�xd, �ar�ci�t• th�: a�pr°c7ve:� City c�f1::7e��t�� (tc��lutic�n INc�, I�.?017-C):i(), slx�t(1 l�e; useci by I�II,M1�%111�E?I�S tc�y sGt�a�acrri �r�c� fizt�ci ex�c�nsc��; rc�l�te��l t�� t1�u ZC)'( �„l� h�ix� I,i��7� �'�;st.iv��Xl. li. (�}3[,l(_►a�`Tyi(:>NS (71�' I�II.,I��IfirlA�._�:I2.S i�n �,crn;;ic��t•�a�ti<�r7 cr�i"the �•€�cci��t o�f�, i�uncl� f"rc7n�a �C;ity, F�i1,M�M��.t�,i�� a��z�es ta t17� �foll��wir�� tcrn�� r7c� cc�rzciitzc�zas: �, I�°i��°� "l.h��u:�ar�� C�<��Ilar�; �nci n��/1(�)Q ($5,(')(')(�.C)C�) :;ha�ll �e �a�i� t<7 I��"II..MM�AKI��:I�S k�y C'itv tc� 1ac utilix�;ci fc7r ti�e ��r��rcr:;�s �;�t fc�rth ��Y ArCicle 1. I3. �a"II.MM,�K.�:R.� vvi11 1��air�cairz ac�ec,�uate r�c�c>rds tca �skakrli�;l� tl�at tl-�� C.ityf fi�ncis are. r.r�;er� t4�rr th� �ur�rc�:��s ��utl7c�riicd t�ry t1�i:; A�r�er�n�rxt. C', l�"Ii.,i�✓IMAK[:�,lt`� ��ill ��er�nit authc�rir�ci 4�f�iicials c.>("C'ity tc� a-c�vicw its bcyaks �:�t any tirn�;. I7. i�J��can r�y��c,st� I��"II�.,M�1VIA�1��;�5 w�ill pr°��7vi�� t�� C�it��y its }�y l�a��vs a�7ci ��1�y r7�t�"�its rulcs ��d r��;��latir��:� tl�7�t r��ay l�c� rel��t��7t t�> thi:� A�;r�cz7��rtt. I:. t�i[.,1�!t1�+1AKI;:;I�S will �1��>t ent�r i��i�;y ��y c�oz7tra��ts tl��at wc7��lc� er7�,��n�b�r City fi�nds ftar a��ricacl tl�t� wc7ulc� �xt�nci k�cy�c�t7� tl�c tcr�►n r�C� tlxis A�;recn��,��i. s:AIc��al�t>eirs�4�aceMm�nCstccrorkrs�4t��1�4tscrv �t�,�r-t1MnK^-tcx��; fifm�7�s��ker� cc�rp-thir� lirz� P�stival_dc�cx F��'. 1�"II.,M1�s�,F1�1��R� will ��int a��r�5�ntativ� wvh��7 will k�c� �vailable tG�� n7cet with C'ity� c�1`licials when rcc�u�ste;ci. Ili, "1'IMI; ()�^ �'�:t�F".(:)12M,�,NCry1�: 'C"he s�:�•vir�e:; f'und�d �� City sllall I�e. unc��rt��;n anc� cc��a}�le;t�:d by f�`II.MM.��I:;EZS within the lc�llawin� tirne Cr��n�e: 'I"he tcr�ta� ca(`tl�is ��re;e;rnent s�1�11 cc�n�xnenc�: c�n tl��: cFiectiv�; dat�, aa�cl te.rnzinalc Se�te��r�bL�° 30, 2�1 �, �ai7l�ss tl�c� cc>►�tr�ct is sc>c�ncr tc�rmin�t�:c� z►r�c�cr �ir�ctic�r� VIC '"�usp�;n:�ic�n c�r 7'ernlinati��n"'. IV. �'��YMI��:N"I"� A. 1',��'��t:,rv-►.s r,ta FII.,1�1M.�AKE?f��r, C:;ity sh�11 �ay t<� 1�"If.MMAKF�;R� �l�c surn s�cci�c;c� i��r fi�rticle II �Gfte�° tl�c cFfective �K�Ce c�t" thi:� hg�{cu►aa�nt. I��. ��,�C��.s� �',�'M1?;t�'�t'. C�t1L,R�1�1V1��;,I�sTZ� �t��ll ��e�fur��d tc� C'it�a wit�7in tc�rr (l('�)) warkii�� c�lay� c�l'C'ity"s r�c�u�st, ��z�iy s�,Gr�� c�fr�n��7�y w��rich ha� he�e:�� ici k�y C'ity �n� �w1�7ic1�7 C'itv 4�C c�r�y tir�ri� th�r�;aite�• detc;rmines: car 1) has result�c� i�a c7vcr�ray=t��e;r�t t�� l�Il_,'v1�✓[�1k,L�ItS; ��r 2) l��s ��tc�t hecn 5�4nt stri�tlwx in ��cc�c�z•��cL witl� ih�; tcnat:� cai`Cl�is A�recr7�t�nt; 3) i� rak�t s�.��c7rt�c1 bv 4�d�c�u4ztc� clucun�e��tatic��r tc� f'ull}� j�zstif`y tl�c c��nciit��x-e. V, I::V�1[,fJA�I'[C)N 1�`ClaMN1.��fw;R� ��„�°u�s tc� ��aa�tici�at� �n ��rr it�7�a1�;777e�7tatic�� anci �r7air�t�;r7a��ce systc:m wlie:r•�;l�y ihe :��,rvic�s can hc �c>��tir�uc�usly^ rnc:zr7itc>r�c�. EaIC,MM�IK:E{,}�'� a�;re�� tc� make available its lir�4zncial r�;t;��rd:� fc7r �°e;vit,w !�}� C'ity �at <"ity's discr�tic�n. I�� [�c�ciitiraa�, u�rar� rec�uc:st, I� 1I,MtV1l1KT?I2 ��re eti tc� ��rc�vicl�. C"i1y� tl�� fc7llc�vvin� d�:►ta� and repcx�l:,, c�r cc��a�:s tt�erec>f`: �. P�ll �a��C�r�7��1 c��° i��turi�al au41i�:�. F•"II.Pt+�M,�I�F:I�� h�ll subr�nr`t ��z c4�py �7f tl�� .zx��tiAal ix�c�c�g��ncie�nt ��uclit t�� C.'ity wiChi�x t�rr (1 f)) dwzy� ��.�i"c�c;�i�t. }3. tlll c;xtc�r»al cyr int�rnal c�ral�,�<�ti��n rc�c�rr-ts. C,. A��r e�x�alr��ati<�yn r�i` az7y ��aj��r cl��n�;us in �rt7�,ra�� s��+'rc�s. [). "I"�� cc��rl�y with tl��i� sectic�r�, 1��1I.,ivI�M�K.1�?i��i ��;r�e� tc� r�n�intaizt �r�cc>r�s C.h�t will. prc7vic�� 4�cc�urate, curr��t, se}��r�tc�, anc� cc��tplcte �iscic7��re; afthe st��tus af"�'�X�Zcis rec�eivccl anc� the se.rvice;s ��rfc�rtn�.cl t�r�dc:r• this ,t1:��ec;rn�;nt. F�1 [..MM��I::t2S" r°�cc>►�c� syste;n� shatl cc�7�:tain sufiicie�at ��:u�a�z�:t�t�ii�ara tcr ��r��c��°it�� i�� c�l�ttz�il f-��rl1 ��i��c��-t r��t�d jus�tifiicati��r� i`or e;��ch �;x}�e.z7ditr�arc. s:�l��wl�q'>t��r d�r�urnentslcaRatr�cts0lk��:;e;rw ��r-�1rr�r�^-texas filrni��trk�r� c<�rp-ti�ii� lir�t i`rsCiv�l.�li�,cx �II.MM�iICI�,RS �:►�rc�� tc� ret�in all l�<.ac�ks� re:c��rds, �o�unc�c�r�ts, �-e�,r>rts, ��c� written accc�uritin� praccc�ures �aertair►i�a�„ tc� tiac; s<:rviccs �.�rc�vid�d an� �xpc��diture c�f� fu�rds undez• this ��reen�ent ic>r (iva; ��ars. 1:;. 1"�c�Cl�i�� ir� tl�e abc�� ;��ta:��cli�ans �ha.11 kae cc»�;;trr,�ec� t�7 reLa�.ve: FII,MM��I:RS caf' re��c�nsibili�y f�>r rr�t��it�in� acc�a�rat� an� curr��t r�cc>rcis tl��:�t �.le�a�rl�� cfi7e,�ct xl�c. l�v��;l ar�t� l�er��:f�it cafi ser•vice:; prc7viciecl uncic�r thi:; A�rc,�n�r:nt. VI, I)1R..I:C."I`(;7T��" MI�i::'I`il'�IC3S Lf�c�n recluc�SC, minutes c�f" �11 r77��;tin�,s c�f �'Ii.MMA�I�:it�' �c>v�:�•nin� bc�dy s1�4�1( Y�c; ��v��ilaMale tc� C�'ity witl�i►a tc;n (1()) w�c�rkii7�; r3ays c�rf a}7prc7v�l. VI[. 'i'C;�PVIIN�"IrvIC:)N "["t�e C"it�� ay tertni��atc thi� A�t•�en�c:��t fca�° c��se it" I�1t�Iv1M�Ki?I�,.S vic>latc�s azzy cave,��ts, a�,�°e:cn�cnts, c�r �u�cax�tc��s ��('tl�is ��r��:�°r��nt„ th� E�`[I.MMrn+I��l�.�;" ins�7tvency c>r� ftlin�; ca�!" h�z��rupt�y, cii��1��tic�i�, c�r r�cc�i�vcr�;hi�„ <7r tl�� l��l�i_,MMrlh�t��:i��' vic�iatir�r7 �i` ar7y law ��rr r��,ulatic�t� t�� wt�i�:�� it i� t��r►rl �.�x�a��.�r th� t��-►n:� uf tt�i� ��r�:cra��rtt. `I'k�� C�`ity rr�a�� tcrrr�ir��tc �Chi:� A��n-►ei�t fc�r r�tlx�;r re4��t�ns nc�t ��c�cr�c��lly enu��t�;ratcd in this �rara�ra}�h. �Jlii. �,(:�[.iAI.. 4)f'I'C1R1lJNii'`�' ANi7._C`()MT'LIANC'.E� Wl"T'I-i L.�WS t1„ I�II.,N1M�.l�k:�t�S sl�G��1 uc�xl��rly with all a�pliGabl� e;c�ual e��x�.�rit�yme��rt crp�c>7�C�rnity a��d 4�('firn��Civ� ��c.tion� l��rs r�r rc�r.�I4�ti�7��w. 1�3. l�'I1�_,1�✓iM�l�i�_��I�.� wi�� tur•nish ��ll i��f��r�x�r►atic�r�� nd r��.��r�ts rc;c�r.iewt�;� �ry C�'ity, anel will �aermit �ccess tc� it�; h<�c�ks, i�cc<;�rds, a��rd ��ccc��t�t:; f'c�r pur��c�ses c�f ir��;ti�atic7n t.c� ��sce;rt-tain cc��7�}�lianc�;. ��itfa lc�cal, ;�;tatt and Ctec�er{zl rr��le �; K�nc� re�;ul��tican:;. C;. 1��7 th� c;�v��t ra�` ��II<Pv[�✓I�I��;�f��' nc��z-c�crxaz��rlia�7cu v,�itl� t(�� i��>��-c�i:�cri��7i��atic�n reyuirc�me��ts, tl�e ��ree��e��t may �r� c:�n��:lcci, t�rminat�c�, c>r suspc��ciccl it1 ��I�c�lc; crr itt part, and la`II�MIvi�I�I:i�� zr��y �a� (��z�-r�:c� (`rc��n tirrth�r c«r7t��acts with City. Ih. W.ht�l�r�,�l'I.If;�; }a'II,M1'vtr'\K.F:�1�� repres�nts ��zd warr��nts tl�r��t. �. �111 �r�ic�r�natic��a, re;�c>rt:; �zr�ci c�at;�n c��•�:tc>fc�rc� c�r }�e�°er�f"te:r �°e;q��:stcd by� C: ity ��nd �ti��r�i«�}t�c� tc� �ity, ��•c� �;��rn��le1� s��id ��cur�at� ��; c��f' tt7�: ci�t�� h��r,v1� ��r7 the i�rl��,�r�rn�iti��n, ci��t��, c�r rc��cxrt, a��d, <;iz�ce th�t c�ai�, I�av� ��c�t unc�c;r��rl�; any si�nifics��zt chang�; with��,rt r�vritten nc�tic�; tc� C:ity. F3. tlny sup�c�rtir�� fiz�an�i��1 st��t��;��t� hcretot`c�re re;y��c�ter3 hy C'ity �t7d fL�rniS}�e;d t�� C�it�y, are c�or��7lc�tea acc;��rat� �n� 1�i��ly rc�fle.wct tf�c� f�il��ncial c<��c�itic�� f f��;[I.,MM�K�:�I�"� c�n t}�� t�; wtxc�yw�rx c�t� ��r"� re�a�7rt, aa�c� th�: res�ult� ��.�t �tl�7e 4��rerat�i��r7 f<�r th� ��ria� c��vc;rcc� lay� tltc report, and E'a�;e 3 ......._�._._..�..�,_...�..�......_....m.._.��..�_.__.�___.,�_,.m�,�.��.��,��,�,,,�,. � .� � s:�le�o-�l\�,r�Gr �touurnw;nt�s�caM�tr��ta1►f31�r;r�� u�*r-tlrnt-texs��;� Yiirr7m�k�er� ce�rp-thirr lir�� P�:wtiv�ul.��icrcx that sit�ce saic� c�ata, tk�er�° has k�ce�n nc� n�atc�rial �h�n�c, aclvcrse ar <�th�;rwise, ix� the fin�ne'ral cc��xclitic�t� <>�`t�ILMM,r1f�I?I�:�;. C'. �f<r liti�atiot� ar 1e;�al proce,�:ciin�;� arc: prese;�xtl� pea�din�; raa° thr�ate;ncc� a�;aix�5t l�II.,MM�1Kl;F�S. I). �[c��G c�f thc }�rcavisa�7n� hc,rc;in ct»�tr;�vencs �x° is i�� c,c�nf7ict with the authc�rity unc�er whic�h F�'CI.,M��v1��h:f;�F�.S"� is d4`�i�� a�ine�;s c�r witl� t17e �rc�visic�n� c�f �n�y ��isti�ng iz7c�c�ntl�rc; c�r a�rcezr►ent of' la l I.M1�1M KI.�,� S. C�,. }�II.,M?�✓1.�1�,1:;I�� ha�; tl�� }�c�w�r to cnter• intc� tl�is t��„rcen�ent and acce�t ��aycnents l��rc�ut�c�lc�r, ��n�# h�� t�xkcn a{1 t7cccssary acti«n tc> authca�-ir�: such accc�aianc�G ur�c�ler the tc:��m;� and cc��iitic�t�s cal'this 11�re�r�nt�i�t. I�, �f�:�r�r� c�t' lhc, �ss�;ts c►i` ��"II.1�1I�Tr11�:T�T�S dr�; su�i�t�ct to a�r�y li�;n or �;Y�c��m�rratxc�: r�f� ��y cl�ar�actcr, exuc�t fcar° cGcrrexr�C ta�� r7«t delil�►c�ue��t, e�ce;�at as �l�caw•r7 in tl�e Ii��ancial stat�rnents ti�rni:�l�e;c� t�y T'I[:.,MMAK1:;12.� te> C"ity. I;s�ch ��1" tl�r�s�, r��rr�s��t�ti��rs ;�tzc� w�tr-rar�tie�; s�i�ll I�e cvntinuir7� �:�x�ci st��ll be; c�e�:r�xed ta haw� heLn rc�rc�at�c� lay t��e� suh�r7��is�i��x c�f��aci7 r�c�uc��;C t��r �ayn��nt�. �. C`I-�r"1NC.i}?5 11�1i7 l�[�✓11:ft«L7M1?N'['�i �1�. A��y �lter�t�ivns, ��ddit�ir�n�, crr c�eleC�icrXt� tc� tY�� tcrn�7s c��" Chis ��ce�aae��t sht�ll t�e:� t�y written ar�rc��cirt�c�ttt e:xc;c��t�;ci hy k�c�th �a�trtir:s, �:xcc}�t whe�� t1xG te�•y7�rs crf'this A�,r�e�x�e��t ex��re�sly p�r��vid�� tl��t anath��• ��ti�c�7d s�i��ll h� u�;c�c�. Fi. It i;� G�nc��r�tc�c�c� ��nd a�r•��c� l�y t�rc �7arti�s he;rctc� tl�at charxge:� ir� tl�� Statc�, ta�c�e�•�zl ��x� I�>cw�l l��vw c�� ru�;cal�tic�r�s ��.a�°:�uazat l�ca•�t« ��►�:�y crccur durin� tl�� tet•n� c�f t17i� ;��reern�:nt. Any wuct� r��e�dif�ic;ati��rrs ��rc� �C�� utr+rnati�al�y i«c,c�rpc��ra,�tec� i�xtc� this F4�r�;c��n�nt witll�rti�t w�-itt�n ;;�rr��;n�li�:�cnt l:ter�lc�, ac�c� :�t��11 k�ucuN:t�e a��aa-t �.�1� tlxe F��,rc;�i7�er�t c�r� tl�e cff'�cti�� c�atc s��ecifier� by th� Iav� crz� ��e�ulat�i��a�►. C'. l�ll.MM1lKL;C�S sl7all ��c>tit}r C'ity af"Kzny c17c�n�!es in per5ai�rnc�1 c7r gc>vcrr7in�; t�c�ar� c;��1�npositi�3n. ?�1. lNi�)I::MNI��IC`A'1,(CJN 'I"u t�e �xt��r�t aut1�crt•irc� b� I�ru, th�: ]° CI.,I�,^Il"�1AKiai�`� a�;r��s Cc� incier��x�ily, l�r.�lc� }»rml�ws, �n�� cl�f�:rac� ti�e Cit�, itS c�f'f�c�,r:�„ ��cnts, r�r�� ea��lc�y'ees irc�tn ar�c� a�,�tin.st at�y ��nci t�ll cl��r'rn� c�r ��zits tc�r injuries� ci��xarx�c�, �1��;�;, c��r li��biiity cr1`��l-��tc,ver� �irz� c�r �;h�xr�ct�r, a�risin�; r�ut c�f`c�r in cc�nn�ctic�n witla t.h� �erfic�r�r��c;� �rv t17�, FCI.aMM�AKl�,12�; c�r thc�s�; sc�rvices �:c�i�ten�r�latec3 t�y this :��r�en��;nt, incltadin� �ll �uc�h ctaim:� c�r e.�u:,�,�s rati ��c�ti��i� b��:�cd ��pc�r� c<�mn7c7i�, �<at�stitr.�tic�r�t��l c7r stat��t�c��y lav�r, «r ba��d, in wlicale c�c in ��ri, �.�p«t� allc,�,Ertic�ns ��f t��,li�,e:��t c�r intcntic.�na7 ��cts c�t` i1ll,ivlM�KF�;f��i, its c�l'ficers, em�alc�ycc�s, ��ctats, sut�ccmtractc�rs, licer�sees ar�c� in��ite�s. �'��,� � _._. . . .�_ ,. ,�.., �� , � ...,�,�mm.�,�,� mm, �� .�w ��wwww�.ww�.www�wwwwwwwwwwuw�nuwwwwu�mm �m�umup r s:AI��I\c�ur Elwrcur�r��,i7tslt�crr�trs��l.�\18��M,erv u�r-dnrc-t�.xus �lirri��&tke,rs carp-tl7in li��c I"c�;tirr�l.tlucx ��. �.,��' �,�� }' ��i ��.�=.�'f � ,A,. I�"II:.,MM�1.K:I:�I�:� r:c►ven�nts that neith�r it nor �ny �a��:ml�er of' its �aven�it�� body pr�se�ntly }��4�� 4�ny i��xterc��t, dir�ct ��r �i��i�•e,�ct, w�h�eia �ra��lc1 ur��f�ict in any ��ix��r c�r de�re�� itl�. th� pert�c�r�nw�t�c� c�f' scrvic�,5 re�uir�c� tc� �e �e;rfrarn��c� G�ncle;r this �1��•cet��e:r�t. �� II,MMAKI;F�S f��u�Cf�ur c�rv��n��ats tla�rt in t�l��c ��7�for»»nc,e. c�f" t�ii� .��r�cr��;rrt, n�� c�r-sr��x I7av�ra�, stiach i��t�rest s17a11 be en�pl��ye;d r�r� w��aint�ci cxs a��c�t7k�e;�° c�f` its �cavex•�7in�; lac�ciy. Ti, ];rll,�vlN1�,Ki=°",�ZS iur�thcr Gc>v�:rra��ts th�t nc� rnen�ht�r c�fits �cav�,xrnin�, bo�y cxr its stai't, sul�cc�ntr��tc>rs c�r �rn�alc►y��s s17a11 p��ss�;�;s �ny int��-��;t i�� c�r• �rse his/h�r �ac�rsitic�n f�r � ��c��•�c�rs�: tl�at is c>r �ivcs t17� ap�rc�ra��cc� c�rf bcin�; rr7c�ti��ated k�y ci�sir�;, t�r ��rrivat� ��in tc>r hims�li"/I�e��selE', c�r ��th�r:�; �articulariy th�� itl°t tuhiel�r h�/�}��: l��s f�r�x�7il�y, l��zM;rnc�s, <7�r otlzc�r ties. C;`. Nc� �x('ii�;�;r, ��e:mbcr, c�r cn��lcr�°ec. c>f° City and nc� me�7��rc�r cx(' its �r�vcr•tiit�� t��aciy wt�c� cxe��i�es G�rty� fu��etic�n rr�• r�s�a«nsihiliti�:s ix7 t1�E r�rriew� ��r a}a�arc�v�al c�f' the undertakin� c�r car�yin�, ��ut oi"thi� A�r�err�t;��t �hall �rariicipat� ir� �xny c�c:cisic,n t•�;l�ti��, ta thc A�rce7��r�nt �n�hicl� af`f�cts his p�rson��l it�tc�rest ��r t�l�e inte�•e��t in ��r�y cc��rpr�rati«��, ��rt��cr•�hip, �>r a�s��7ci�t�at� i��: ��Yic1�t la€� �xs�s �ir�€;t c�r inc�irc;ct ia�terest. X111. C�(:)"I.IC'1; P�.ny r�c�ticc� c>r° c�the�° �°rittc,t� it�st�•ui��cnt r�:c��ixwe:c� c��° �acrr�tittc� tc> l�e c�elivcred u��c�cr the t�:r��s c�t`this ��r��n7ent sh�ll hc cie;e;mec� tcr have hee�� d�;li�rer�d, ��rh�the:r ��ctually rcceiWer� «r nc7t, when dc�c�:�itc�c� it� fJ�e: [.!»itcc� �tat�;�; n�ai1, ��c�sta�;� �re�r��id, r��i;�te;re�d c�r certiti�:c�, r�tu�7ra r�;cei�at rc;c�ucst��T c�r �ia ha�xci-c��;liv°ery c�r f�csirnilc, ar�cir�ssec� tu Ii II,MM��[:?��S c�>r C�itv, as tt�e ea�e: i�ay l�c, at tl�e [c7llc�win� acictrc;sses; C'I"[,Y 'I"I�XA� I�II,MM�S�:I;F�.'� C„C)1iI'(7I�r1`IrvIC7N C'ity c�f I7entaa�, ,i"exa� .ic��l��za lw3uticr Attn: C�ity M��z��,�;r 'i"�:��:; }�iln��r��tk�;x•s C'c�rp. 215 l:',. McK:inncy� 2()i W. F-[ick<>r•y �treet, �;tu. 3] 1. 1�:)c ��to��, '�I�"X 7f��O1 17� »tc��, '�I'`� 7(i2C) l i�a;� No. ��4().��c).�3S9Ei F;ith��• ��G�rt� m�y claw�n�c its �nail'rn�; ar�cire�;w k�}� �ezrciii�� nc�tice c�1"chan�e c�f4�c�c�res�; tc7 the c�tl�c:�� xt thc� a�c.7vc; ac�cire:>s hy cci•ti�cc3 t�r�ail> r�tu�•n r�,c;�;a��t r�yLi�st�;cf, �GIV. Nil�iC:I?[..1.t�NI�,C71.1`� 11. 1�1I�MM�K�:;��5 sh�t11 ��ot traa�sf�;r, �l�d�;e c>r <>tl�erwi�e «�s�ig�� tl�is ,A�;rc�:rr�rGrtt c�r ��xrry� i��tc,r��t th�rc�in, <��° a�ny cl��z77 �zx��i�;i�� t��e�re��c�e;r tc� a��y }��rty c�� ,xrt�i�.«;, k�ai7k, tr��;t ecm��pa�r�y c�r c�ther tinanci�l 'rnstitt�tic�n withc�ut the �iric7�� vrittci7 apprc�val cr1`Cit�r. ['�;��e S s:�I��el4�ur dtxrr�rroe��t�s'tu7��tratGr�14?iserv z��r-dmc-taxt�.s film�7�n��r�s c�ar��r-tkrirr lir7e f�siival.Gi��cx F3, ]i' �t�y �rc�vi�ic�n c�f`thi;; ,�,�rc;erneni is h�ld tc> be invaNid, ille,�al, 4�r r.�nenf<�reeahle, tl�� ren�ai�tin�, �ravi�z+�rts shall remair� iya f:ull tc�rcc� and c°i'fect anc� continue tc� c.c�nforx�� to il�c� cxri�;in�1 i►7te��t cr�`bc�tl� }�rarties 17ere1c�. C', [n t�c7 c�ve,nt �hs�ll any �,�.�yn�e��t tca I�II,MMAKF°:�t�, h�re�ander, c�c G�t�y c�tl�rer act r�r �l`ailu�r� ��i�� C`ity t4� izxs�i�t i� ;��n�y c�ra� ta�r �t��r�; �i��1�t��cc� u�rG�rx th� ter�ns arxc� �c��nc�iticrrr� crl" thi� /��r�em�c�t cc�n�tit:utc; car lac t;c>ns#rued in ariy way tc� be a w�aive;r �ry C.'ity caf`�zny breach e�(`cc7v�.nant c�r cic:fault w1-►icl� znayf tl��n c��• subsec��nt1y lac cc�n�ir�itt4� by Fa1I�MMAKE�,I2S. Neitl�er• sh4�]I such 17�t�✓n��Lni, ac�t, r,r r��rissicat� ir� a��y n�an��a� irr�}�s�ir �zr �r�j�udice a�t�y ri�;ht, ��7wer, privi[ege, c�r rernedy avail��ble tc� City tca cnfc��•ce. its ri�hts l�e��cur�r�er, �F1�ic�� ri�;l�ts, paw4�•s, privile�,c;s, c7r ren�e:c�ics ar� alwa��s s�cciti�:�lly ��°eserv�d. �1« r•eprc,s�nt�tive c�r �ge��rt c�t C'ity n7ay w�ive thc cff'ect r�f tt�is pr<xvisicrn, G�. 'I"his ��a•ecmen:t, tc��;�ther with referenc�;d exhi�rits anci atta�h��ei�ts, cc�n;;titutes thc� cntirc; a�rcc�ment laetwe�n tl�� artics l�re�•ctcx, aY7d any^ �x-iar a�reen��nt, ass�rtic>«, st�te�ncnt, ��ncierstanciirt��, ��r c�th�r cc��rrr�ait�n�nt c�c;c��rrin�; d��r�in�„ 1h� t�:�•n� caf t}�is A�rGc�rr�ent ar sul�seql,«nt th�;rckc�, have ��y le;,�al f4�rcc. c�r° e1`t'€�ct wl�atsc��vc7•, unlcss �rc�p�rly execut�cl in writin�, r�nc� if' a��rc>�riatem r�;c;c��•cic�i s�s �t� ai�tcr�c�rn�:ni c>IY lhrs rl��•��rrer�t, �:;. �l�'his �1�re�mc.�zt sl�a�� i� i��t�,r�r�;tcd in accc�rdance witt� th� lEaws c�f` th� St�te c�i" "I��x��s c�nc� v�nue c�f� �ny liti�;atic7n c<7nccrni►a� tliis ��re;��7�c��►t� shall hc i�� x c<��urt crf wc�r��re�tenC .juri�c�ictic�n siiti��r�; in C�ent�an C`c>��nty, T�:x�ts. Il"� VJI"I�.NF�,�;� Wf1l:l�L�O1�a, tt�e; ��r�ti�s c�lc� I��r��ryf ta�l'�'ix t17��i�r si��t�ur�� 4�� ente�• ir�tc� thi� ��t•c�;me:r7C <,�s c�1 the _.....___________...._ c��y c�1 _...._.__.._. _...__. . . ___. . ....� '�()l f3. �1",�.1:�'1.. J��:?1'�1�1i1��°'�l�:rC� W�I,'T�L�:;I��, CM`I"C"Y ��E:?(:�CZI;']�"�1��Y � �F'I'C2.<:)VI?,l) AS 1'() C.W�C.i�i. 1�"C)1�M: �.tlI2C)N T.,�:;�f..„ C"T`�°Y A'1""C"C)I�NI:'�' 13Y; 1'��;e (a "1"C:)[7C:) I�11,[AMAN, C'["I"Y M�NAC�f�;1� �:Uc��,alk�ur dncumentstc��ntrm�cts\If�`e�wrv a�r-c1�z��:-texk�s tih�ri��s�kcr� u<,rp-�thir� lir�c festival.clt�cx � �1�,CI�.I:;7"��Y � I'a�c° 7 Denton Municipal Electric Sponsorship Program Sponsorship Application for Organization/Agency Date of Application: 2/4/2018 Name of Organization/Agency: Texas Filmmakers Corporation Employer ldentification Number (EIN): 27-0098133 Phone Number: $$$-893-4560 MailingAddress: 207 W Hickory St Ste 311, Denton, TX 76201 Name/Title/Address of Event Contact: Joshua Butler / President 1216 3rd St, Northlake, TX 76226 Contact Phone Number: 214-727-3567 E-Mail Address: jbutler@thinline.us Amount of Request: $5,000 Event Name: Thin Line Fest Counties in which Project Services are Provided: Denton The following typed narrative MUST accompany this application: • Organization's Statement of Purpose • Project Description (1 page maximum) • Project Goals/Objectives (1 page maximum) • Explanation of how funds will be used (1 page maximum) • Identification and status of other funding requests for this project (if applicable) If applicable or available, the following documents MUST accompany this application: • IRS tax exempt documentation Most recent Form 990 submitted to the IRS List of board of directors and their addresses The information contained in this application is for the purpose of obtaining funding from the Denton Municipal Electric Sponsorship Program on behalf of the undersigned. Each undersigned represents and warrants that the information is true and complete and that the Denton Municipal Sponsorship Program may consider this information is true and correct until a written notice of a change is provided. The City of Denton is authorized to make all inquiries deemed necessary to verify the accuracy of the information. C��,� S�, Pre ent/Chairman's Signature 2/4/2018 Date �'� �. �� Secretary/Treasurer's Signature 2/4/2018 Date Mail completed application and documentation to: Denton Municipal Electric Sponsorship Program, 1659 Spencer Road, Denton, Texas 76205 Denton Municipal Electric Sponsorship Application Narrative Texas Filmmakers Corporation (Thin Line Fest) February 4, 2018 Organization's Statement of Purpose To educate and engage our community through the exhibition of documentary films, music, and photography. Project Description Thin Line Fest is a five-day media festival featuring documentaries film screenings, musical performances, and photography galleries. General admission to Thin Line Fest is free once again in 2018. Filmmakers, musicians, and photographers will come from all around the world to participate in this year's festival. New in 2018 is the True Texas Travel short film category presented by Texas Highways Magazine. This will culminate in a red carpet screening at Campus Theatre of the top films in this category. Project Goals / Objectives The number one goal is to complete another successful year for the citizens of Denton. We are an all-volunteer organization, and the only way we have been able to continue for eleven years is by the support of our sponsors. Second is to deliver a quality brand experience for Denton Municipal Electric. Third is to grow. Last year over ten thousand individuals attended a festival event. If we include the photography gallery at Golden Triangle Mall that was open through the summer then we add another five thousand. We are only scratching the surface of what is possible. Fourth is to showcase the great people and places of the City of Denton. We have a lot to offer and more people need to know that. Explanation of how funds will be used As the festival has expanded over the last ten years so has our budget. All money we raise goes into the festival budget. No staff have ever been paid, and through local and regional partnerships we benefit from over sixty thousand dollars of in-kind contributions. We can assign your sponsorship to a specific part of the festival, for instance if you wanted to mostly be associated with the music festival. Generally though sponsorship dollars go into the festival general budget. Identification and status of other funding requests for this project We have received $2,640 from the Denton Benefit League. We have received $500 form the Greater Denton Arts Council. We have been awarded $16,242 from the City of Denton HOT Funds. We have applied for a Texas Commission on the Arts grant. All other funding comes from sponsorship and donations. IRS Tax Exemption Documents Attached Most Recent Form 990 submitted to the IRS Attached - Fiscal year ending August 31, 2017 List of board of directors and their addresses Joshua Butler (President) - 1216 3rd St, Northlake, 76226 Paul Meltzer (Vice President) - 1914 West Oak St, Denton, 76201 Mindy Arendt (Vice President) - 3205 Broken Arrow Rd, Denton, 76209 Susan Davis (Secretary) - 807 Live Oak St, Denton, 76209 Susan Thornton (Treasurer) - 301 Coronado Drive #1038, Denton, 76209 Dallas Guill - 3205 Broken Arrow Rd, Denton, 76209 Michael Fraga - 2520 John Dr, Denton, 76207 Bryan Denny - 708 Chisholm Tr, Denton, TX 76209 Gail Patterson - 639 CR 240, Valley View, TX 76272 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� File #: ID 18-332, Version: 1 Legislation Text AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas providing for the schedule of miscellaneous fees, deposits, billings and procedures for administrative services to city utilities customers contained in Ordinance No. 2016-276; amending the provisions of the account connection and reconnection charges; amending the provisions of the miscellaneous fees, charges and deposits; providing for a repealer; providing for a severability clause; providing for an effective date. The Public Utilities Board recommended approval (6-0). City of Denton Page 1 of 1 Printed on 3/2/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City of Denton � �ity Hall �� Q��,�� 215 E. McKinney Street ��,��r°��` Denton, Texas www.cityofdenton.com DEPARTMENT: AGENDA INFORMATION SHEET Denton Municipal Electric CM/ DCM/ ACM: Todd Hileman DATE: March 6, 2018 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas providing for the schedule of miscellaneous fees, deposits, billings and procedures for administrative services to city utilities customers contained in Ordinance No. 2016-276; amending the provisions of the account connection and reconnection charges; amending the provisions of the miscellaneous fees, charges and deposits; providing for a repealer; providing for a severability clause; providing for an effective date. The Public Utilities Board recommended approval (6-0). BACKGROUND Advanced metering infrastructure (AMI) was installed throughout Denton during the 2010 to 2015 period. As smart meters were installed, there were less than 40 customers out of 53,000 that did not want the AMI electric meter. In August 2013, the Public Utility Commission of Texas issued PUCT 25.133 (Substantive Rules Applicable to Electric Service Providers) which outlines the rules for opt-out fees that electric service providers are allowed to charge. These fees are designed to cover the costs associated with the installation of a non-standard meter, manual reading of the meter, and ongoing costs associated with non-standard metering service including testing and maintenance. While DME's distribution system is not regulated by the PUCT, their rules provide a level of guidance. A survey of selected electric service providers indicates that the majority have adopted an AMI meter opt- out program with varying fee levels. This agenda item recommends the adoption of an AMI opt-out rate tariff for the City. The proposed Ordinance incorporates a proposed initial non-AMI meter installation fee as well as monthly charges to recover expenses related to manual meter reading and billing. The Public Utilities Board may also consider not adopting an opt-out policy which would mean all customers will have an AMI meter installed. (A technical brief by the AMI system's communication's provider, Trilliant, is attached to this report for information.) The attached Ordinance also contains the Utility Customer Service Department's proposed amendment to the provisions of the Miscellaneous Fee, Charges and Deposits section, Waiver of Service Deposits. These changes are being made to match the language of the Credit and Collection Policies Ordinance 2018-016 approved by the Council on January 9, 2018 (18-073). OPTIONS l. No opt-out option -- customer must have an AMImeter 2. AMI opt-out option -- non-standard meter, manual meter reading, and associated fees RECOMMENDATION Staff recommends adoption of the attached Ordinance containing fees for the AMI opt-out option and the proposed Customer Service fees and changes. ESTIMATED SCHEDULE OF PROJECT The new opt-out fee schedule will go into effect upon approval by the Public Utilities Board and City Council. PRIOR ACTION/REVIEW (Council, Boards, Commissions� The Public Utilities Board reviewed the proposed ordinance on January 22, 2018 and recommended approval (6-0). City Council received a presentation from staff during the Work Session agenda on February 27, 2018. FISCAL INFORMATION Funds collected under the Opt-Out Fee Schedule will be deposited into the Denton Municipal Electric's Revenue Account 6000.XXXX.4510 for Miscellaneous Service Revenue. 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 Use technology to enhance efiiciency and productivity EXHIBITS 1. Agenda Information Sheet 2. Trilliant Technical Brief on SecureMesh Radio Frequency Safety 3. Ordinance Respectfully submitted: JR Richardson Metering Superintendent Prepared by: Brandon Hamby AMI Supervisor ��,�.. y�� I � n�� • Many of the devices we use in our everyday lives generate radio emissions, including televisions, microwave ovens, cellular phones, cordless phones, baby monitors, Bluetooth headsets, laptop computers, and other commonplace devices. All of these devices, including wireless Smart Meters, are subject to US government regulations to assure all devices are safe. Extensive radio safety studies have been performed by the American National Standards Institute (ANSI), the Institute of Electrical and Electronics Engineers (IEEE), the Electric Power Research Institute (EPRI), the National Council on Radiation Protection and Measurements (NCRP), the World Health Organization (WHO), the United States Food and Drug Administration (FDA), the United States Occupational Safety and Health Administration (OSHA), and the United States Federal Communications Commission (FCC). Based on these various studies, the FCC regulations specify radio output levels that are deemed safe for everyday exposure with no negative health or safety impacts. • All of Trilliant's SecureMesh Smart Meters and associated SecureMesh products are certified by the United States FCC and Canadian Industry Canada, ensuring compliance with appropriate safety levels. • Even if you were to continuously stand three feet away from a SecureMesh wireless Smart Meter, the resulting radio exposure would be hundreds of times lower than the levels required by safety standards, where those levels ensure no adverse health impacts. � 1 ' All SecureMesh Neighborhood Area Network (NAN) devices, including SecureMesh Smart Meters, operate as radios in the 2.4 GHz band, the same frequency band as used by cordless phones, Wi-Fi devices, Bluetooth hands-free headsets, and even microwave ovens. In the same way that television or AM or FM radio signals are transmitted, a SecureMesh device generates radio waves that are emitted by an antenna with a certain power level. The resulting radio waves propagate through the air until a receiver — another SecureMesh device — intercepts a portion of the field and processes the received energy to recover the desired information. The power levels used by SecureMesh devices (and other devices in the 2.4 GHz band) are much lower than used for television or commercial radio transmissions. Within the 2.4 GHz band, all SecureMesh NAN radios have been tested by an accredited laboratory to meet Federal Communications Commission (FCC) Part 15.247 and Industry Canada RSS-210 regulations for unlicensed operation at their respective transmit power levels and antenna gains. Similarly, all SecureMesh NAN radios have been tested by an accredited laboratory to meet FCC and Industry Canada regulations for out-of-band emissions (i.e., radio emissions outside the 2.4 GHz unlicensed band) as a Class B digital device, where those limits have been set to provide protection against interference to other radio communications. The limits established by the FCC and Industry Canada for unlicensed operation in the 2.4 GHz band are hundreds of times less than the limits for maximum permissible exposure as set in the FCC's Office of Engineering and Technology (OET) Bulletin 65 ("Evaluating Compliance with FCC Guidelines for Human Exposure to Radiofrequency Electromagnetic Fields"). As explained in the FCC's OET Bulletin 56 ("Questions and Answers about Biological Effects and Potential Hazards of Radiofrequency Electromagnetic Fields"), these guidelines reflect the best available research and have been developed conservatively. More information can be found on the FCCs website, at http://www.fcc.qav/aet/rfs�fetv/. Trilliant tech_brief SecureMesh_RF safety_100930.docx TECHNICAL BRIEF: RF SAFETY OF TRILLIANT'S SECUREMESHTM WIRELESS SMART METERS 1 r, t„ - 1 ! 1 1! The SecureMesh NAN radios operate in the 2.4 GHz band with a transmit power of 1 Watt (30 dBm), the allowed maximum for unlicensed operation. By comparison, the transmission power of a GSM cellphone handset can be up to 2 Watts (33 dBm) in the 850 or 900 MHz band, while older analog cellphone handsets transmitted at up to 3.6 Watts (35.6 dBm) in the United States. The FCC's limit for maximum permissible exposure in the 2.4 GHz band is 1.0 mW/cm2 (as cited in OET Bulletin 65). This value reflects the maximum power density (power per unit area) as seen at a given distance from the transmitter— as long as the power density is less than this value, then exposure is permitted under FCC regulations is considered safe for an indefinite period of time. At a distance of �3 feet (1 meter) away from a SecureMesh NAN radio, the power density from the SecureMesh radio is 0.032 mW/cm2, more than 30 times less than the FCC's limit; at a distance of �10 feet (3 meters), the power density is 0.0035 mW/cm2, more than 280 times less than the limit. Given the typical locations of SecureMesh NAN radios -- mounted on poles at least 20 feet above ground or inside electric meters installed on the sides of buildings — most people will rarely ever be this close to a SecureMesh radio. Finally, it is worth noting that SecureMesh NAN radios are not transmitting continuously. SecureMesh NAN radios observe a maximum transmit duty cycle of 10%. In other words, over a period of 1 second, the SecureMesh radios do not transmit for more than �100 ms (or, equivalently, over a period of 1 hour, the SecureMesh radios are not transmitting for more than �6 minutes). In practice, the actual transmit duty cycle of a typical SecureMesh NAN device is much less than 10% -- most deployed SecureMesh NAN devices typically transmit in bursts of a fraction of a second that total to only several minutes of actual activity each day. 1�- 1�; The electromagnetic fields emitted by SecureMesh devices are insignificant compared even to the levels to which we are normally exposed in our daily lives because of our use of cellphones and Wi-Fi devices, or microwave ovens. Accordingly, these devices are among the safest radios seen in our everyday life. Extensive testing of our radios and rigorous regulation and certification by both US and Canadian government bodies ensures that no-one will be exposed to unsafe radio transmissions from a Trilliant Smart Grid device or, for that matter, from any other radio device. � p;; :';iW� • FCC OET Bulletin No. 56: http://www.fcc.gov/Bureaus/Engineering_Technology/Documents/bulletins/oet56/oet56e4.pdf • FCC RF Safety Website: http://www.fcc.gov/oet/rfsafety/ • National Council on Radiation Protection & Measurements (NCRP) http://www.ncrponline.org/ • World Health Organization INTERPHONE study findings on safety of Cellular Phones http://www.iarc.fr/en/media-centre/pr/2010/pdfs/pr200_E.pdf • World Health Organization International Electric Fields Project (IEFP) www.who. int/med iacentre/factsheets/fs 193/en/index. html Trilliant Incorporated 1100 Island Drive • Redwood City, CA 94065 USA •+1.650.204.5050 • www.trilliantinc.com TrillianlT°", CeIlReaderC�, CeIlGatewayT°", SecureMeshT°", SerViewCom ; UnitySuiteT°", SkyPibt�, SyncMeshT°", Ihe Trlliant logq and Ihe SkyPlot logo are hademarks ofTrilliant Incorporeted and/or its subsidiaries. All other hademarks are Ihe property of Iheir respective owners. This material is provided for informational purposes only; Trilliant assumes no liability related to its use and expressly disdaims any implied warrenties of inerchantability or fitness for any particular purpose. All specifications, descriptions, and information contained herein are subject to change without prior notice. Copyright OO 2010 Trilliant Incorporeted. ALL RIGHTS RESERVED. ��„��..��y�l,. �� Y � �Y � tltltltltl �tltl II�Y ...... page 2 of 2 ORDINANCE N0. AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR THE SCHEDULE OF MISCELLANE4US FEES, DEPOSITS, BILLINGS AND PROCEDURES F�R ADMINISTRATIVE SERVICES TO CITY UTILITIES CUSTOMERS; PROVIDING FOR A REPEALER; PROVIDING FOR A SEVERABILITY CLAUSE; PROVIDTNG FOR AN EFFECTIVE DATE. THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the schedule of charges for general utility services as generally provided for in Chapter 26 of the Code of Ordinances; and for services to other City of Denton customers and taxpayers, are established as follows: SERVICE CHARGES AND PROCEDURES SCHEDULES A. ACCOUNT CONNECTION AND RECONNECTION CHARGES PAGE Meter Connection Charge Meter Reconnection Process Charge Unauthorized Usage Penalty New Customer Application Chazge B. METER CHARGES Meter Reading Meter Testing Meter Tampering and/or Damage Charge Meter Inaccessibility Charge C. MISCELLANEOUS FEES. CHARGES AND DEPOSITS Returned Payment Charge Service Deposits Waiver of Service Deposits Late Payment Charge Due on Delinquent Balances 4 4 5 5 5 6 7 7 8 8 Interest Chazge on Past Due Account Balance Interest Earned on Contract Retainage Credit Card Processing Service Fee ACCOUNT CONNECTION AND RECONNECTION PROCESS CHARGES For the purposes of this rate schedule, business hours shall be defined as Monday through Friday, 8:00 AM to 5:00 PM. METER CONNECTION CHARGE APPLICATION Applicable when a customer requests service on a first time basis where no permanent service previously existed and where a new account number is established or, when a customer requests service at an address which has existing or previous service, with an existing account number and history, and the electric and/or water meter must be installed or activated for readiness. A "Non-Standard Electric Meter" is an electric meter that does not have the ability and/or capability to integrate with the AMI meter reading system. Examples would be older mechanical meters, solid state meters without an AMI module and one-way RF transmit meters. Non- Standard Electric Meters have to be read manually. CHARGE All Meters except for Non-Standard Electric Meter First Service Requested $23.00 First Service Requested, guaranteed $61.00 same day service First Service Requested, after $61.00 business hours Non-Standard Electric Meter First Service Requested $131.00 First Service Requested, guaranteed $176.00 same day service First Service Requested, after $17b.00 business hours METER RECONNECTION PROCESS CHARGE APPLICATION Applicable when a customer's account is processed for disconnection due to nonpayment. CHARGE Delinquent Service Fee $46.00 � (When service is disconnected at the electric meter socket or the water meter) Delinquent Service Fee $168.00 (When a service truck is required or the water meter has been removed) Reconnect Charge, guaranteed same day service (In addition to delinquent service fees) Reconnect Charge, guaranteed same day service (When a service truck is required or the water meter has been removed) $61.00 $231.00 When more than one trip, within twenty-four (24) hours, is required to restore a customer's service, a Return Trip Charge, in addition to the Reconnection Charge, shall he applied for each additional trip. Return Trip Charge during business hours Return Trip Charge after business hours APPLICATION $23.00 $61.00 UNAUTHORIZED USAGE PENALTY Applicable to any customer that fails to request connection of services within 24 hours of occupancy in a new service location. CHARGE Unauthorized Usage Penalty APPLICATION $30.00 NEW CUSTOMER APPLICATION FEE Applicable when a customer requests new service or is added to an existing account and provides Social Security or Tax ID information to verify identity and credit history. CHARGE New Residential Customer Application Charge - per person New Commercial Customer Application Charge 4 $3.00 $16.00 METER CHARGES METER READING APPLICATION Additional•Meter Reading Fee is applicable to any electric or water utility customer who requests a reading of a city meter due to a contested billing more than twice in the previous twelve (12) months, and no error is found. Manual reading fee is applicable to any electric customer who requests a Non-Standard Electric Meter. A"Non-Standazd Electric Meter" is an electric meter that does not have the ability and/or capability to integrate with the AMI meter reading system. Examples would be older mechanical meters, solid state meters without an AMI module and one-way RF transmit meters; these meters have to be read manually. CHARGE Per Additional Reading $46.00 Manual Reading of Non-Standard Electric Meter $30.00 per each billing cycle METER TESTING APPLICATION Applicable to any customer who requests the testing of a city meter previously tested within the past four (4} years and the meter is found to be within accuracy standards. CHARGE Per Test ACCURACYSTANDARDS $62.00/KWH Electric Meter $93.00/KW/KWH Electric Meter $93.00 Water Meter A meter is deiined as within accuracy standards when found to be plus or minus two percent (2%) or less. METER TAMPERTNG AND/OR DAMAGE CHARGE APPLICATION Applicable to any person that tampers with, damages, or illegally connects to a city electric, water, or wastewater utility system. CHARGE Per Event $310.00 minimum per electric connection per system Per Event $200.00 minimum per water connection per system METER INACCESSIBILITY CHARGE APPLICATION Applicable to any customer who prevents the regular and routine reading, maintenance, repair or removal of any city meter due to inaccessibility of the meter. CHARGE Per event APPLICATION $46.00 MISCELLANEOUS FEES, CHARGES. AND DEPOSITS RETURNED PAYMENT CHARGE Applicable when a customer's or taxpayer's check, or money order, or bank draft for payment of fees, iines, court costs, taxes, utilities, or other charges has been dishonored by the maker's bank and returned to the City of Denton unpaid. CHARGE Per Check SERVICE DEPOSITS APPLICATION $27.00 Applicable when a residential customer requests utility service in the City of Denton service area and does not have twelve (12) months of good credit standing with the City of Denton or demonstrates a passing credit rating through an external credit reporting agency. Applicable when a commercial customer does not have twenty-four (24) months of good credit standing with the City of Denton or demonstrates a passing credit rating through an external credit reporting agency. Not applicable when a commercial customer provides an irrevocable letter of credit to the City of Denton as security for payment. � CHARGE Residential Customer An amount up to 1/6 of the last 12 months of billing at the service location. If utility service is disconnected for non-payment or the account is consistently past due, then the customer will be required to pay a deposit sum up to 1/6 of the last 12 months of billing at the service location. Commercial Customer An amount up to 1/6 of the last 12 months of billing at the service location. If utility service is disconnected for non-payment or the account is consistently past due, then the customer will be required to pay a deposit sum up to 1/6 of the last 12 months af billing at the service location. Deposits will earn interest for the customer. The applicable rate of interest will be adjusted semi-annually to equal the rate of a one-year United States Treasury Note on October 1 and April 1 of each year. If refund of deposit is made within thirty (30) days of receipt of deposit, no interest payment will be made. If the City retains the deposit more than thirty (30) days, payment of interest, at the current rate, shall be made reiroactive to the date the deposit was paid.Payment of the interest to the customer shall be made at the time the deposit is returned or credited to the customer's account. The deposit shall cease to earn interest on the date it is returned or credited to the customer's account. WAIVER OF SERVICE DEPOSITS For purposes of the exemptions from deposit, "acceptable credit rating" shall mean a credit rating which is based upon a commonly used formula or a formula approved by the City Council. Residential exemption from deposit. No service deposit will be required of an applicant for residential utility service if the applicant can provide and qualify for one (1) of the following: (1) The applicant has an acceptable credit rating for twelve (12) consecutive months within the last two (2) years with the city utility system. (2) The customer receives an acceptable credit rating from a credit source available to the city. The customer must pay the cost of obtaining the credit rating. This cost will be set annually within the utility rate ordinance, but will not exceed one hundred dollazs ($100.00). (3) Customers with little credit history or a fair credit rating may be allowed to provide one of the following alternatives in lieu of deposit: 7 a. A signed letter of good standing for utility services from a former utility company for verification within twenty (20) days of applying for service; or b. The applicant provides a cosigner who accepts responsibility and is verified to have an acceptable credit rating with the city utility system, and who is willing to be listed on the applicant's account to guarantee payment of the applicant's utility bills. This guarantee will be in effect until the applicant develops an acceptable credit rating and the cosigner requests removal from the account. (4) Customer is participating in a verifiable permanent supportive or rapid rehousing program and provides a dated and completed certiiication letter upon applying for utility services. (5) Customer has been qualified as a Victim of Family Violence and provides a dated and completed certiiication letter upon application for utility services. Applicable when an Applicant is a citizen of the City of Denton, Texas and who also is a"victim of family violence," applies for utility service in the City of Denton, Texas. To be a qualified as a "victim of family violence" an Applicant must secure and provide a certification letter, provided by one of the certifying entities to the Utilities Customer Service Department. If a proper, dated and completed certification letter is presented by or on behalf of the Applicant to the Utilities Customer Service Department, and its issuance is verified by the Utilities Customer Service Department, then the requirement of a utility deposit shall be waived for that Applicant. This provision is applicable solely to "victims of family violence" as defined by Texas Family Code, §71.004, as amended. No other relief from the City's utility rates, or deposits, or charges, or fees is hereby provided to "victims of family violence." (6) Customer signs up for auto pay and maintains an acceptable credit rating for twelve (12) consecutive months. Commercial exemption from deposit. An applicant for utility service for a commercial or industrial entity or business may not be required to make a deposit if the applicant: (1) Provides the city an acceptable commercial/industrial credit rating for the last twenty-four (24) months the customer received service from the city utility system; or (2) The customer receives an acceptable credit rating from .a credit source available to the city. The customer must pay the cost of obtaining the credit rating. This cost will be set annually within the utility rate ordinance, but will not exceed one hundred dollars ($100.00). (3) If the credit of a commercial/industrial customer for service has not been established satisfactorily to the city, the applicant may provide an irrevocable letter of credit in lieu of a deposit within twenty (20) days of signing for service. The irrevocable letter of credit must be executed by a Texas bank and must be approved by the city manager and city attorney. The customer must maintain the irrevocable letter of credit in effect at all times. If the customer allows the irrevocable letter of credit to expire, the customer shall pay a deposit in the amount provided as listed above, or the city may terminate utility service. LATE PAYMENT CHARGE DUE ON DELINOUENT BALANCES APPLICATION To cover a portion of the administrative costs of collecting past due balances, a late payment charge shall be assessed on the fifth business day following the due date. CHARGE $20.00 late payment charge INTEREST CHARGE ON PAST DUE ACCOUNT BALANCE APPLICATION Interest shall be assessed on any past due account balance (excluding late payment charges) that remains unpaid at the time of the current month's billing calculation. The interest provided for and assessed herein shall be due and payable on the due date of the current month's billing statement. CHARGE 1%/ month on all past due chazges and account balances unpaid at the time of the current month's billing calculation.** **Under no circumstances shall the interest charge provided for herein exceed the legal rf►te of interest. To the extent that it does so, the charge is inadvertent, and the City intends only to assess, charge and collect such interest rate that does not exceed the highest lawful rate. INTEREST EARNED ON CONTR.A.CT RETAINAGE Contract retainage will earn interest for the contractor as provided by TEX. REV. CIV. STAT. ANN. Article 6252, Sec.Sb (Vernon Supp. 1992}. The rate of interest will be adjusted semi- annually to equal the interest rate of a one year United States Treasury Note on October 1 and April 1 of each year. Payment of the interest shall be made at the time the retainage is paid to the contractor. CREDTT CARD PROCESSING SERVICE FEE APPLICATION Applicable when a non-residential customer remits payment for fees, fines, court costs, taxes, utilities, or other charges using a credit card. Charge is assessed by the City of Denton's payment processing vendor after the customer has confirmed the payment amount and authorized the fee. E Per Pay��e�� Ta��.��ac��,n ?.7�/k cr�.tl�� ya��nt ��na�.int �•e�nitte� �.rs�� the �c�i�- c°�si��ential cust�ri�ric.r's �.redit �a��el �;�CTIC��1 �. C7i�ciin��r7c�. �1c�. ��15-295 ��ci (�►��i��nce fi3c�. ?9�1�a�27� �x�� r��l�c�. ��TI�� . Ii ��y s�c:ti�a��, st�la�c��;tit�n, �aaaF��ra]�1�, s�r�te�ce, cla:�zs�, �ahz°�se ar• ��or•ci i�� xl�is aa•c�i��ce, a� a��l��,t��x� �1��;��i t� ��r7yp pc�i-�c��7 �a�' cia•c�.rzx7st�t�c�s Ys heYd i��va�id �3r ��iy cc,��•t c��' ��an�p�te�� kris�ictii��i, s�icl� l�c�ldin�; s��l� cx�t �ff�ct tht� r�alic�ity c�f tk�e 1-e��i��it�� rti�r�7s �f t��is oz•r�in�t�c�, �z�cl t1i� C'rny C�cGi�cil oI` �1�� Cit�^ �f I;�entc��? Te�c�s, l��reby de�l�r�s ii w�a�l� 1�av� ei��ct�d sucla s•��a'r��ar�� ar��s c��s��ite ��fi7y s�acl� fliivali�lity. �5��'I�� , Tl�i� �i�dii��r�c�; :��ll b�c�na� e��;tiv�, char�ecl, �i�d ��a�1i�c� tc� �ll s��•vic�s accta�ri�� a�7c� �tft�r I�eEat�tz�try G, 2�1�; �i��l a�ta�ay ��'saicl fiees ��c3 �l-��;�s sh�11 l�� in��i��ci c�� i�c� i�� i1-��: t�l�ac;c� c��'ik3c� �aiy ��;cr�t�t°y �iL�xzt+��, �"��as. T'A�SI�T.� ,�NI:� ��az'T�.�V�� t1�is tl�c �1�TE�T: JEl'�II`E� '';��L'�'E�.S, �CIT�' Sfi��.�'T�.��Y : �.ff'��R�V'EL`� ,�S T�J L��.�L l��i�'[: A�I�Z�I'� �,��`y.L, CrTY' �T��'�7RP�IL"Y" �1�� f ,��1 � �. C�-��.�5 W�T�"S, M1�Y�}}R 1 �1 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� File #: ID 18-384, Version: 1 Legislation Text AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract through the Buy Board Cooperative Purchasing Network Contract #516-16 for the acquisition of one (1) Low Boy Trailer for the Streets Department; providing for the expenditure of funds therefor; and providing an effective date (File 6714 - awarded to Holt Texas, LTD, dba Holt Truck Center, in the amount of $82,610.82). City of Denton Page 1 of 1 Printed on 3/2/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City of Denton _ . City Ha11 �� 5 215 E. McKinney Street tiY �"� �� " Denton, Texas www. cityo fdenton. com DEPARTMENT: CM: DATE: SUBJECT AGENDA INFORMATION SHEET Materials Management Todd Hileman March 6, 2018 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract through the Buy Board Cooperative Purchasing Network Contract #516-16 for the acquisition of one (1) Low Boy Trailer for the Streets Department; providing for the expenditure of funds therefor; and providing an effective date (File 6714 - awarded to Holt Texas, LTD, dba Holt Truck Center, in the amount of $82,610.82). BACKGROUND This item is for the purchase of a one 2018, 46' lowboy trailer as a fleet addition for the Streets Department, approved as part of the 2017-2018 Fiscal Year budget. The lowboy trailer will be used to transport heavy equipment to worksites throughout the City of Denton. Fleet staff obtained three (3) quotes from prospective suppliers of this type of equipment (Exhibit 2). One quote was from a cooperative contract and two are retail price quotes. Fleet Services is recommending the purchase of a model XL 80HFG power folding neck lowboy trailer supplied by the lowest bidder, Holt Truck Center. The lowest quote is offered on Buy Board Cooperative Purchasing Network, contract 516- 16. Pricing obtained through the Buy Board Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February l, 2005, Council approved the interlocal with the Buy Board Cooperative Purchasing Network (Ordinance 2005-034). RECOMMENDATION Award a contract for the purchase of one (1) 2018 lowboy trailer to Holt Truck Center, in the amount not to exceed $82,610.82. ESTIMATED SCHEDULE OF PROJECT Delivery of the trailer is estimated to occur within 170 days after receipt of order. FISCAL INFORMATION The lowboy trailer will be funded from Streets operating account 810353408.135530100 in the amount of $82,610.82. The budgeted amount for this piece of equipment is $86,000. Requisition #137378 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: Related Goal: EXHIBITS Organizational Excellence 1.1 Manage financial resources in a responsible manner Exhibit 1: Agenda Information Sheet Exhibit 2: Tabulation & Quotes Exhibit 3: Ordinance Respectfully submitted: Karen Smith, 349-8436 Purchasing Manager For information concerning this acquisition, contact: Terry Kader at 940-349-8729 Exhibit 2 File 6714 - Evaluation Sheet for Streets Low Boy Trailer Principal Place of Busi Description 2018 - 46' Folding Neck Lowboy Trailer Model - Manufacturer Warranty - 1 Year Freight S% BuyBoard Discount per 516-16 BuyBoard Fee iotal Holt Truck Center Buy Board Contract 516-16 Fort Worth, TX Unit Cost Total 86,958.82 $ 86,958.82 80HFG - XL Specialized Included Included $ (4,348.00 Included in base price $ 82,610.82 Holden Industries Inc. Southwest City, MO Unit Cost Total 82,911.00 $ 82,917 HPF 35 Included Included 82,911.00 Trail-Eze Trailers Mitchell, SD Unit Cost Total 82,583.00 $ 82,583.00 TE100FGDD Included $ 2,200.00 84,783.00 � CATp 0348270 [ City of Denton Street Division E XL 80HFG (See Attached Spec Sheet) BuyBoard Contract 516-16 All OtherTrailers Texas Street, Suite A Denton, TX 76029-4354 Robbin Webber 940-349-7146 robbi n.webber@ cityofdenton.com S"tUCk�l[} NUIYliJE',1'; TBD 1(IN; TBD To (�e��,d�liv�r�el t�n Qi` ak�Qut; I 24 Weeks from order �T'£I�'f'�It On �4��(� �F;Ci,B;} � I HOLTTRUCK CENTER - Irving CUSTOMER PROPOSAL I Gollihur- (469)337-0261 LER - Tax Exem As per MSO or Title; no cha Z�i9�2oig 4/20/2018 Make: XLSpecialized l�lc�del;; XL 80HFG Year; 2018 Q,Uantlty: 1 Printed On: 2/19/2018 at 3:00 PM Holt Texas, LTD. dba HOLT TRUCK CENTER � CATp 0348270 [ City of Denton Street Division E XL 80HFG (See Attached Spec Sheet) BuyBoard Contract 516-16 All OtherTrailers Government/Municipality None None CUSTOMER PROPOSAL Z�i9�2oig 4/20/2018 y order based on this Proposal subject to Customer executing Dealer's standard for Retail Purchase Order Incorporating above terms. Any documentary fees, state tax, e registration and license fees subject to adjustment and change. Actual F.E.T. to be paid by Dealer, subject to adjustment. Any F.E.T. variance will be responsibility of aler. Manufacturer has reserved the right to change the price to Dealer of any vehicle not currently in Dealer's stock, without notice to Dealer. If Quoted Vehicle's not �rently in Dealers stock, Dealer reserves right to change Quotation Total to reflect any price increases from Manufacturer. This Proposal is based upon Dealer's current � expected inventory, which is subject to change. Dealer is not obligated to retain any specific vehicles in stock or maintain any specific inventory level. Dealer shall not obligated to fulfill Proposal in event quoted vehicle's not in stock or available within requested delivery schedule at time Proposal accepted. Dealer shall not be liable any delay in providing or inability to provide Quoted Vehicle's, where such inability or delay is due, in whole or in part, to any cause beyond the reasonable control of aler or is without the gross negligence or intended misconduct of Dealer. Above listed Trade Value based upon current appraisal of Trade Vehicle's. Dealer may adjust ide Value of Trade Vehicle's to reflect changes in condition and/or mileage of Trade Vehicle's between date of current appraisal and acceptance of this Proposal by Signature Printed Name: Sales Representative Title: Date: Signature Printed Name: le: Date: Thank you for the opportunity to earn your business. We look forward to working with you on your business needs. Printed On: 2/19/2018 at 3:00 PM Holt Texas, LTD. dba HOLT TRUCK CENTER Il�lllm�� '�111�7i��;. 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PERIY�ET�Fd E�FdA�C4�E C�ESI�iV 1B" ��AA�� '�'�l�°��itl��9�: li.[}. ��MC�`tP��L� �VVINt� C3UT Q�ITRIGG�F�S ,�t,�,pNC��o 10 ��PJT D-FifP3C�� P��i SfC:7� -�0 7C�TAl. ��d�"��ro �.��':w��.� N..��ti�'�"��r��.�.�.�.�.�.�_ ................ �, L(?Pa��C� ��FC 4i�6C°aP•6i� 41,� LI��S: ( 2}�5,000 iV�61(�IfVAL, i7 1f2" T CdtIIV �USP��1f�9d: NE�D - i'U�iN�F2 l 25,OOQ CF�,F�ACI7Y ! f�fR �� CfY��: 541e �,��: 2�1Ct� SF'�IPd� BF�AfCE� C7N 1 L�5 T'��iIF..�: 275 t i(]� / 22.� 6i�IV4SC)C}K �P�6�EL a„ fS.25 X 22.5 P S"f E�L 1[7C.-�'�G f PILC7T�C3 N�iIJB i ��VCES: i�i 1i2�� 7"� C�FtU��: HU� F�fLC7i9C7UT�dF:RL7 DRUhnS �'L6:� CiF�V�6�6„; 1211 �EF,LED C;Ftf�TE �YSTEP� VVITP�i 3 TFeIL LIGFIi ALUP�h, �'F�� G� 4" da�16�: F� �iRC?�� UVITN•9 SVVITChf TC? MAVC� 3 S1 T E3�i�CT�F�Y k3ACKUl� �9��GCIYJt�; WCIG?C7 �C�VEF��C; V�fli`F9 1 3d4"" 64F'ITC7fdC� D�C}�IN� RAI�ED C9wPdd�E��; 2 BEPVT d-FtIPV�S I�J T6�,CL �N61hJIV�L JYA1 � �C��R Cro n V�T;�o�,��,�.,.No� Ei CVC FF�A�� F�I�P3F�W�G�MEfJT� lil��, �L��Ti�IC FtNt? �3RP�CKE7S FC�� LIF' �XLE RAISE A6�1D LCeVUE�2 �JP.LV� LI�UID F!t_lk=C3 AIF� C�fiUG� (1 )�s V4JP,'Y PLUG ,4T F��R�Ft (7F T lL�F� Fd..d�.G H(�LC3��S AT FR��li �,6�� F�Ef�Ft tJF TF�FtII�R ! III I�II �IIIIII III � j�� ,i �'1�' � �� '�' , �,,,, ��, ,,,; � � , ... . .�. ., , � . ,,. ��..- Holden Industries, Inc. 5624 S State Hwy 43 Southwest City, MO 64863 Phone (417) 762-3218 Fax (417) 762-3464 Rob Brooks rbraaks�haldentrailers.cam Trailer Model: Axles: Tires: Wheels Brakes: Suspension: Deck Length: Deck Width: Deck Height: Decking: Swing Clearances Pin setting: 5th Wheel Height: D-Rings: Lights: Wiring: Landing Gear: Motor: Beavertail length: Ramps: Bolsters: Wheel Covers: Boom Trough: Outriggers: Frame: Rear end: Color CUSTOMER QUOTATION Date / Quote No: 012918-1118RB 1/29/2018 11:19 Customer Name: Denton Street Department Address: Denton, TX Contact: Brad Holland 940-783-1083 Phone / Fax: 785-200-0886 Email: brad.hall�nd�ci�vafden�on.car� HPF35 � � s2,911.00 � 35 ton power folding neck lowboy tandem 25,000 Ib. capacity each oil bath on 54" centers 275/70R 17.5 LR-H tubeless radials 8.25" x 22.5" steel hub piloted dual disc 16 1/2" x 7" full air w/autoslacks ABS 2S1 M on one axle, spring brakes on both axles Cush air ride with manual and automatic height controls 25' in well ahead of axles 102" 26" loaded with 8" ground clearance 1-3/4" apitong full width raised above steel frame 82" and 106" dual pin settings: 16" and 40" 51" 10 pair, bent style on sides of trailer and one pair at rear LED Peterson lights rear amber strobes wired to motor battery with switch sealed modular harness hydraulic cylinders 13HP Honda plus dual plumbed for PTO truck hydraulics none none Load bearing between axles 3/8" steel plate in between front wheels removable swingout type in well on 24" centers 4 each 18" beams with wide flange crossmembers on 18" centers ready for future flip axle, re-enforced with pin on provisions plumbed and wired with 4-way plug Black with DOT conspicuity striping margin Trailer subject to Federal Excise Tax Sale is resale or long term lease Purchaser is liable for Federal Excise Tax Delivered to Denton, TX 82,911.00 Trailer Total: $ 82,911.00 1 /29/2018 11:19 AM Date: � 1512018 Sales Persan: QUOTE: DH7'i 3-18 ii j t / ��Y �, � i ��/ � �� /�///, �� %� � //r,/%� � �i ///�; ` 1 j � �� „�� j s � VGi(K �� // � MN (�i�rr �i � , rl „ � � �i i i ��!�k G!� � - ,// %/ i I �j��j� � ,(� % '�'�� fi:�-„ �%�G�'l�l ��",��4� �%' � �'"i�'� �;��,��IM"✓;mf'��'��,�:/':�Y 1909 South Rowley - Mitchell, SD 57347 1-800-232-5fi82 - FAX 1-605-996-5572 Dan Huber .traileze.com PO#: JOB# � Name: City of Denton S Name: Q Addr: �= Addr: L city: I city: � 5tate Zip: p State Zip: Attn: Brad Holland Attn: QPhone: 940-349-8422 T Fhone: Fax• � Fax• Mode1: TE100FGDD 1QQ,000 in 9fi' I80,000 in 10' Vin Numher: Overall Length: �46' Width: 102" Winch• Location: Cable Len th: Air 5hift: Wireless Remote: Tire Size: 275170R x 22.5 Radials Roadmaster Wheel SizelSt Is: 8.25 x 22.5 Pilat S are Tire: (Vo S are Wheef T e: No Deck Material: 2" A iton Loadin Ram : Ta ered nose iece Unloaded Fifth-Whesl Hei hE: 51" KP Settin :16" 14D" Swin Clearance: 106"182" Landin Gear: H draulic landin ear Sus ension: Air ride -hendrickson wifh raise and lower Brakes: 16 112 x 7" Air ABS: 2S11 M Axles: 2 25,000 with 54" s acin s Anchor Points: 24 D-rin s er side Traction Aids• Li ht Packa e: LED wl strobes on own swi#ches 1 alum k S ecial Features: I-�eam crossmembers on 12" centers Connection k far future 3rd Li uid filled air au e 1 4 wa lu at rear Fla holder front and rear of trailer 25' of deck Isn th 'i2" Outri ers on 2' centers Rear deck co�ered wikh a€ton 13HP sel-contained mount in bed near front of rear axles deduct 3rd axle Paint Color and Stri e: Black LIMIT�D WARRANTY **A co is avaifable u on re uest from the facto . TOTAE. RETAIL PRIC� Will Shi : TRAIL�R NET 82,583 Si naEure: �rei ht 220D Federal Excise Tax exem t Date: Total Cost of Trailer 84,783 Less Down-Pa ent o Nan-Refundable Down-Pa ment l.ess Trade Customer is res onsibfe ior off loadin . Pa e 1 of 2 Balance net30 � '� ` iiii �iiiiaiiiiiiiiiiiiiii� //„ '� ,,,,, `,, iiiiiiiiiir<, „ %%%%%%%%% ��iiiiiiiiiiiiiiiiii � � iii,iji�O�iiiiiiiiiiiii ;,,,,u,,,,, �-;;7iii ,,,,;;,,,,,,,,,, � � ��,�. iiii>,, ',,,,,��((((� ,�� ; m c�a � sa � � c ari o � � � � � � '-" = 3 � � � G. C. � � n R' m _ � 41 �? y y �' � � �' � L1 a' � c� w � �' .. a, � � c�, � -o � m = vrrrt�rnn.x'�.� Nc�r�� oow m ��• � a�� N C� C x Q� O y _� � -��s� � �'� Tox �c�'�n x-o 2 � � 'v} r `� � a� � a `-'''rv S°'c � Qiy aa�Q� aSrv�Q. .-.. .-. ¢ � ' � y . (D �' � Ci1 O � O� � a� 'L7 � tC —� ...� Q C � 2 Cp �p 7 O Q'j � cj' � � � � w � � � � �c�r, �a,� �a � n. a. � � N o° � � �� Q �� ' o a, m � � �.Qn� S- � � � cn � c�i � '' � C �- (G � Q A� cD � � � � � o 'n o rn o Z rn o � Qa �r [7 N �� m � c� n � �c � �a a� � � O � � � .. C. �� rn � �' a � � 0 � sn n 6 � H v 3 � b ti O C ro � cn � � �. 0 � � � 0 a C n H � m m � �,. � y N 5 Q A�i @ A�7• � C'] c`�-Y A7 O. � H m �a � c t� m` c� O n � w � � cn � � 0 C .,. 5 O n° ru � a � n z � r cn � m -s r 3° � � O � � � � m O � N C n C � � m w � .,� � � � � 0 �.� ��„ w � � v � N ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIl'AL CORPORATION, AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE A CONTRACT THROUGH THE BUY BOARD COOPERATNE PURCHASING NETWORK CONTRACT #516-16 FOR THE ACQUISITION OF ONE (1) LOW BOY TRAII,ER FOR THE STREETS DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTNE DATE (FILE 6714 - AWARDED TO HOLT TEXAS, LTD, DBA HOLT TRUCK CENTER, IN THE AMOUNT OF $82,610.82). WHEREAS, pursuant to Ordinance 2005-034, the Buy Board Cooperative Purchasing Network has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the Buy Board Cooperative Purchasing Network programs at less cost than the City would expend if bidding these items individually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein; and NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION l. The recitations contained in the preamble of this ordinance are true and correct and are incorporated herein by reference. SECTION 2. The items shown in the "File Number" referenced herein and on file in office of the Purchasing Agent, are accepted and approved as being the lowest responsible bids for such items: FILE NUMBER VENDOR AMOUNT 6714 Holt Texas, LTD, dba Holt Truck Center $82,610.82 SECTION 3. By the acceptance and approval of the items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the Buy Board Cooperative Purchasing Network for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the Buy Board Cooperative Purchasing Network and the purchase orders issued by the City. ...... ....... .....'"~"""" . �, _..�..w..�,.�m ..�.,.�,..,.�,�,,.,�..�„�.,� . � ��,a�»,��w.��w�www�ww.�w��ww�numn www� uww NiNt SE1C,'I"l:(JN 4. Sl�c�uld th� Ciiy a1�d persrans su:k�mittin�; apprc�vc� ar�� acce�.7tc�d itcros set �rs��tl� iz� th� re;ferencecl file numbe�° wi�h tc� �nter intc� a 1'orn��zl written a��eement as a result ofthe C�ity"s rat�i��cni�i<�>�n c�1�� bic�s aw��rc��d l�y tt7c F3uy ��:3�7arci C;'.�a«�erativc� Purcl��si�n� N�utwark, tl�e City M��n4��,��1� cr�� his �cs�i�n�t�.ci repres��ntativ� is ��;r��ay a�uthc7ric�;d t��a exec�A�t� �th� �ur•itC�e�� crrt�tr��ct �vl�icl� shall l�e atta�lz�c� 1��rc�tc�T �arc�vi�c�d t.h��t thc writter� �c7ntract is in acc�7r�ar7cc� with t1�e tern�s, c<a��c�itions, s�eciiic��tic>��s ��nd standarc�s cc�x�t�ined in the �'rc>posal subnxitte� to tl�e I3uy F3vard Caap�rative ]?ur•ch�zsin�, �letwc,l�1�, anc� rc°lat�;ci docum€�nts her�;in �pprc,ved and �ccept�d. SFCTION 5, "1"he: City C�c>uncil c�i` th� C;ity a1' I�c;ntcan, 'I"�xas l�ereby ex�ressly dele.g�tes the authority tc> take; a,ny actic��s that may Y�� reqt�fr�;d c�r �erl7�itied tc7 bc performec� by the; C"ity of I7��ntc7n L�nc�e1• I�ile 6714 tc� the C"i:ty Mana�;er e>f�the C�ity c�f'D�ntc7n, T�.xas, «t� his c�esi�,nee. S1;C"I'IC7N Ei. �3y t}�e acceptance and a��arovai c�t'tl�e, ite�ns set fortl� ia� the r�ferei�ced file num�er, th� C�ity Cc�ur�cil laerc�ay authc�rilcs the expcnditure c�f fiai7ds therefc�r it1 tl�� an�at�nt a��d ir� a�cc�>rdance with t��c a�a��rc�val �aurcl�ase c�rd�z•� ��r. pu�rsuant� tcr a writt�� cc�r�t��ict� �nad� puisua�it theretc� as 4�utla«rizeci l�ercin �I;C"l,IC71�1 7. �I'his o��ciix7az�cu shall beccaz��; c:f�(:cetiv�: in�m-cdi�iely r�i�7c�n its pa�sage ancl �i��7C47Vs1�. ��s��_.r� �r�r� �a.�a��.c�v�=�,r� tt�►r:; ��y ��t� _, �a� s, �ryl.�A.�.4.1.kJ �[ lF� l� 1.J7 �f, 1 ]. ��1}4. i�'I'"I'I ;ST: JF.,I�II`3II'ET� W�1L1,F�S, C'I"T�►' �I_;C�1�,"I'AI7.Y �3 `� ; A�'PFtC7V�.I� t1S "]:'C) I.k:C1AI:, [jf)I�M: At1RC71`� I1F:;AI�, CIrI,Y ArI"I,CJRNF?Y F3Y; City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� Legislation Text File #: A17-0006c, Version: 1 AGENDA CAPTION Conduct the first of two readings of an ordinance of the City of Denton for a voluntary annexation of approximately 0.30 acres of land generally located on the east side of Old Alton Road, south of the intersection of Old Alton Road and Teasley Lane by the City of Denton, Texas. City of Denton Page 1 of 1 Printed on 3/2/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City of Denton �, City Ha11 �`�`��`� Illl��lllllllll�iillllll 215 E. McKinney Street ��"��"�� Denton, Texas www.cityofdenton.com DEPARTMENT: CM: DATE: AGENDA INFORMATION SHEET Department of Development Services Todd Hileman March 6, 2018 SUBJECT Conduct the first of two readings of an ordinance of the City of Denton for a voluntary annexation of approximately 0.30 acres of land generally located on the east side of Old Alton Road, south of the intersection of Old Alton Road and Teasley Lane by the City of Denton, Texas. BACKGROUND The applicant, Yolanda Vela Vorel, on behalf of the property owner, FBA Properties, has submitted an annexation application to voluntarily annex approximately 0.30 acres of land. The adj acent parcel is owned by the applicant and was recently rezoned from NRMU to CM-G for the purpose of developing a vehicle repair facility (Z17-0017). The subject site and the adjacent parcel are both part of the same lot. Once this site is annexed and zoned, it will become part of the planned vehicle repair facility. (Please refer to Exhibit 3, Zoning Map.) The proposed annexation meets the following criteria for annexation as listed in Section 35.3.14 of the Denton Development Code (DDC): It will require a connection to City public services; It is within the City's Certificate of Convenience and Necessity boundary for water, sewer, and electric services; In reviewing the proposed annexation, staff considered the following: The ability of the city to provide infrastructure and public services equal to other comparable areas inside the city limits. • Water service is available from an 8-inch line located within the property. The nearest Wastewater main is an 8-inch line located at the southern property line. • Transportation improvements required as a result of the proposed development of this site will be determined after trip generation calculations have been received and reviewed. • Any drainage improvements required in association with the development of this site will be the responsibility of the Developer. • Any improvements due to the impact of this development will be constructed at the Developers expense. • DME has an underground three phase 4/0 line along the frontage of the property. • Solid Waste will add this property to existing routes when the applicant signs up for a commercial service account. • Policing of the subject site would comply with required response times. • Fire and EMS services to the site would comply with required response times. Station #6 is located 3 miles from the subject site. 2. The reliability, capacity, and future public cost, if any, of current and planned provisions for community facilities, including but not limited to roads, drainage, and utilities. The terms of the needed improvements/upgrades will be determined upon platting and permitting and funding will be the responsibility of the developer. 3. The need and quality of land use and building controls. The annexation of the subject property into the city will enable the use of development and design standards in the DDC, minimizing the impacts of the proposed development on adjacent neighborhoods. 4. Conformance with the Land Use Element of the City's comprehensive plan. The subject property is designated as Community Mixed Use on the Future Land Use Plan. The applicant is proposing to develop a vehicle repair facility on this site. Conformance with the Land Use Element will be determined when the application for initial zoning is submitted and reviewed. 5. Impact on the City, both current and long range, including at a minimum. Anticipated impacts to the City will be minimal as noted in Items 1 to 3, above. 6. The property meets the minimum requirements for annexation in accordance with state law. The property complies with all minimum requirements for annexation as set forth by the Texas Local Government Code as stated in Chapter 43, Subchapter C-1, Annexation Procedure for Areas Exempted from Municipal Annexation Plan. The tentative schedule for this annexation is as follows: • January 9, 2018 - City Council meeting setting the 1 s� and 2nd public hearing dates and authorizing the publication of notice of the public hearings - Complete • February 6, 2018 — lst Public Hearing - Complete • February 13, 2018 — 2nd Public Hearing - Complete • March 6, 2018 — First Reading of the Annexation Ordinance • March 7, 2018 — Publication of the Annexation Ordinance in the newspaper • April 10, 2018 - Second Reading and Adoption of the Annexation Ordinance PRIOR ACTION/REVIEW (Council, Boards, Commissions) On October 17, 2017, the City Council approved a request to rezone the adjacent northern parcel from NRMU to CM-G. On January 9, 2018, the City Council adopted an ordinance setting the ls� and 2nd public hearing dates and authorizing the publication of notice of the public hearings. On February 6, 2018, the first of two public hearings was held for this site. On February 13, 2018, the second of two public hearings was held for this site. 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. Site Location Map 3. Zoning Map 4. Staff Presentation 5. Draft Ordinance Respectfully submitted: Scott McDonald Director of Development Services Prepared by: Cindy Jackson, AICP Senior Planner A17-0006 Site Location � �4 N��,��g��w��m... SITE Jj COD `°��M'" Fee1 n � � � o �� s � ��' � — �, _ _, , �. � � � Parcels ETJ , "�, � �� L,r� , � �a� ,........... - , � " � � �. � NAA 8/1 /20 `� �'�� '„ R�ads //� �� Ilk�w�a�Nau�ncrrras��v4�dMrwcr�.d:Y�II� oaee_ ivzvzon � of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for le❑al, enpineerinq or surveying purposes but rather for reference purposes. These maps are the property of of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effortTo produce anc7 publish the most current and accurate information possible. No warranties, expressec7 or are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance ofthis statement. 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AN ORDINANCE OF TH� CITY OF DENTON, TEXAS, VOLUNTARILY ANNEXING APPROXIMATELY 0.30 ACR�S OF LAND, GENERALLY LOCATED ON TH� EAST SIDE OF OLD ALTON ROAD, SOUTH OF THE INTERSECTION OF OLD ALTON ROAD AND TEASLF_,Y LANE IN THE CITY OF DENTON, DENTON COUNTY, TEXAS, MORE SPECIFICALLY DESCRIBED IN EXHIBIT "A" AND ILLUSTRATED IN EXHIBIT "B", PIZOVIDING FOR A CORRECTION TO THE CITY MAP TO INCLUDE THE ANNEXED LANDS; PROVIDING FOR A SAVINGS CLAUSE AND AN EFFECTIVE DATE. (A17-0006) WHEREAS, pursuant to Section 43.061, Subchapter C-1, Texas Local Government Code, a home rule city is authorized to annex cer�ain areas that are not required to be in an annexation plan; and WHEREAS, The applicant, Yolanda Vela Vorel, on behalf of the property owner, FBA Properties, submitted a petition for annexation to annex a tract of land situated in the A. Cannon Survey, Abstract Nuinber 470, in Denton County, Texas and more particularly described in Exhibit "A" attached hereto and incorporated herein (collectively, the "Property"); and WHEREAS, on February 21, 2017, the City Council adopted Ordinance 2017-071 to provide for Peripheiy Development Annexation Criteria in order to define and clarify when a property in the City's Extra-territorial Jurisdiction (ETJ) should be considered for annexation through enumerated criteria; and WHEREAS, The property owner consents to the annexation and the Property qualiiies under these criteria as it will required connection to City public services and the Property is located within the City's CCN boundary for water, wastewater, and electric service; and WHEREAS, two public hearings were held with the City Council on February 6, 2018 and February 13, 2018 which were noticed in accordance with Section 43.063 of the Texas Local Government Code; and WHEREAS, the City has prepared a service plan for the area to be annexed in accordance with Tex. Loc. Gov't Code Section 43.056 providing full municipal services to such area; and WHEREAS, annexation proceedings were instituted for the property described herein and the first reading of the ordinance was conducted at the City Council meeting on March 6, 2018; and WHEREAS, this ordinance has been published in full one tiine in the off'icial newspaper of the City of Denton after annexation proceedings were instituted and thirty days prior to City Council taking final action, as required by the City Charter; and WHEREAS, the Denton City Council hereby deems it to be in the best interests of the ci%izens of the City of Denton to pursue annexation of the Properties and to set public hearings in this matter for this purpose; NOW THEREFORE, THE COUNCIL OF TH� CITY OF DENTON HEREBY ORDAINS: SF,CTION L The land described and depicted in Exhibit "A" and Exhibit "B", attached hereto and incorporated herein by reference, is amlexed into the City of Denton, Texas. SECTION 2. A service plan prepared in accordance with applicable provisions of state law pertaiiung to anne�ation is attached hereto as �xhibit "C" and made a part hereof for all intents and purposes. SECTION 3. The newly annexed property shall be included within the corporate limits of the City of Denton, Texas, thereby extending the City's coiporate limits and granting to all inhabitants of the newly annexed property all of the rights and privileges of other citizens and bingii�g the inhabitai7ts to all of the ordinat�ces, resolutions, acts, and regulations of the City. A copy of this Ordinance shall be filed in the real properry records of the Denton County Clerk and within the Denton County Appraisal District. SECTION 4. The City Manager is hereby authorized and directed to i�nmediately correct the map of the City of Denton by adding thereto the additional territory annexed by this Orc�inance, indicating on the map the date of annexation and the number of this Ordinance, and the ETJ resulting from such boundary extensions. SECTION 5. Should any paragraph, section, sentence, phrase, clause or word of this Ordinance be declared unconstitutional or invalid for any reason, the remainder of this Ordinance shall be affected thereby. SECTION 6. This ordinance shall be effective immediately upon its passage. PASSED AND APPROVED this the day of , 2018. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY I� APPROVED AS TO LEGAL I'ORM: AARON LEAL, CITY ATTORNEY BY: � Exhibit A 0.30 ACRES Being ali that certain lot, tract, or parcei of land lying and being situated in Denton County, Texes, and being the portion lying outside the approximate City Limits of Lot 1, Block A, Denton Creek Business Park, Phase f, according the Piat recorded in Cabinet X, Page 484, Plat Records, Denton County, Texas and being more fuliy described by metes and bounds as foilows; COMMENGING at a capped iron rod found for the Northeast corner of said Lot 1 of said Block A and the Northwest corner of a tract of land described in a deed to Uitimate Properties, Inc., recorded in instrument Number 2013-103853, Real Property Records, Denton County, Texas; THENCE South 00 Degrees 03 Minutes 53 Seconds East with the common line of said Lot 1, and said Uitimate Properties tract, 152.26 feet to the POINT OF BEGINNING; THE(VCE South 00 Degrees 03 Minutes 53 Seconds East with the West line of said Ultimate Properties, Inc. tract, 47.74 feet to a point, being the Northeast corner of l.ot 6 of said Block A, the Southeast corner of said Lot 1, and the Southeast corner of the herein described tract; THENCE South 89 Degrees 56 Minutes 07 Seconds West with the Nofth line of said Lot 6 and the North line of �ot 2 of said Biock A, 247.29 feet to a point in the East fine of Old Aiton Road, being the Southwest corner of said Lot 1, the Northwest corner of said Lot 2, and the Southwest corner of the herein described tract, and being the beginning of a curve to the left whose long chord bears North 35 Degrees 52 Minufes 35 Seconds East, 90.23 feet; THENCE continuing along said curve with the East line of Oid Aiton Ftoad, whose radius is 436.50 feet with an arc length of 90.39 feet to a point in the West line of said l.ot 1, being the Northwest corner of the herein d�scribed iract, and being the beginning of a curve to the left whose long chord bears South 82 Degrees 38 Minutes 33 Seconds East, 195.97 feet; THENCE along said curve whose radius is 1342.65 feet with an arc length of 196.15 feet to the PL.ACE OF BEGINNING containing 0.30 acres of land more or less. PAGE 1 OF 2 sa� ��< ��4 � ,� =_ � t � ' :� _ t✓ SURVEYING TX FIRM REGISTRATION # 10002100 1720 WESTMINSTER DENTON, TX 76205 (940)382-3446 ' JOB NUMBER: 070045-05 DRAWN BY: MBGMMF DATE: 10-27-2017 R.P.L.S. KENNE7H A. ZOLLINGER � Exhibi� B % i / / �/ / � 20' SANITARY SEWER EASEMENT PER PLAi VOI. 4905, PG. 4Q9 \ R.R.D.C.T. o \ N � � POC _i.�..— � �cM�. 8' U.E.& S.W.E. PER PLAT CAP/IRF f -- ' _ _ _ _ ' , �.- 30' B.L.PER PIAT __ �� i i 20' SANITARY SEWER EASEMENT VOL. 4880, PG. 1324 / VdL. 4912, PG. 831 VOL. 4880, PG. 1373 D.R.D.C.T. P� ��O� ��e POINT / REMAINdER OF LOT 1 �� ci OtT.�� QS / Q� / DENT� ON C~- U iT ,�A P�O��ON � ��, �e- � �, 0.30 ACRES ipER P�qr� � �o� �, �?``' e``' � A PART OF �� V J� m LOT 1 "' � �� / BLOCK A / 20' ACCESS EASEMENT PER PLAT V ^� / POI NT S 89°56'07" W 247.2 LOT 2 LOT 6 ( � 0 0 �' O Z w Iw p �vi� m Q W IW-- o � J � � �- f- cn � QwchU N� Z d o O ( rn �p��a Qwo-Oa �mwz� �aQ� � aQ�z I ' POB ROXIMATE) w g ol� � n. o r- a � �° O h W w � vi � � W MW m „ -- so.o� CURVE RAD�US ARC LENGTH CHORD LENGTH CHORD BEARING DEI.TA ANGLE C1 1342.65' 196.15' 195.97' S 82°38'33" E 8°22'13" C2 436.50' 90.39' 90.23' N 35°52'35" E 11 °51'S4" Lk(.iCIV U �eK = POWER POLE -d- = FIRE HYDRANT ►1 = WATER VAIVE 0 = BURIED CABIE SIGN p = TRAFFIC SIGNAI CONTROLS a.�. = BUILOING LINE u.e. _ �TILITY EASEMENT s.w.E. = SIDEWAIK EASEMENT �o� = POINT OF BEIGINNING Cnn = CONTROLING MONUMENT ,�°�-- = OVER-HEAD UTIIiTiES =ASPHALT : �` � = CONCRE7E PAGE 2 OF 2 � 0 z 1"=40' o zo ao �, ,;_�„ � � �x� � � �1� d' F� � '' � � „ l ` �� f V Y SURVEYING TX FIRM REC'iISTR,4T10N # 10002100 � ��' � �� v ,�� oF rF �c , � P' ��G,� RFp'�'9N KEN aA ZOLLINGER ,<'• � 539.2...�.��Y' 9/L A°Re s 8��`''..,�0�� SUR`��/�� 1720 WESTMINSTER DENTON, TX 76205 (940)382-3446 JOB NUMBER: 070045-05 DRAWN BY: MMF/MBC DATE: 10-27-2017 R.P.L.S. KENNETH A. ZOLLINGER Exhibit C CITY OF DENTON SERVICE PLAN A17-0006 FBA Properties Annexation I. AREA ANNEXED The area to be anneXed is one tract of land, speci�cally land located on the east side of Old Alton Road, south of the intersection of Old Alton Road and Teasley lane. This site is depicted in the attached location map along with a general description of the area. IL INTRODUCTION This service plar� has been prepared in accordance with the Texas Local Govertiment Code, Sections 43.021; 43.065; and 43.056(b)-(o) (Vernon 2008, as amended). Municipal facilities and services to the annexed areas described above will be provided or made available on behalf of the City of Denton in accordance with the following plan. The City of Denton shall provide the annexed tract the levels of service, infi�astructure, and infrastructure maintenance that are comparable to the levels of service, infi•astructure, and infrastructure maii�tenance available in other pai�ts of the City of Denton with similar topography, land use, and population density. III. AD VALOREM (PROPERTY OWNER) TAX S�RVICES A. Police Protection Police protection from the City of Denton�Police Depart►nent shall be provided to the area ant�exed at a level consistent with curt•ent methods and procedures presently pt•ovided to similar areas on the effective date of the ordinance. Some of these services it�clude: l. Normal patrols and responses; 2. Handling of complaints and incident repot•ts; 3. Special units, such as traffic enforcement, investigations and special weapons; and 4. Coordination with other public safety support agencies. As development commences in these areas, sufficient police protection, including personnel and equipment will be provided to furnish these areas wiCh the level of police services consistent wiCh �he charactei•istics of topography, land utilization and population density of the areas. Upon ultimate development, police protection will be provided at a level consistent witll other similarly situated areas within the city limits. B. Fire Protection The Denton Fire Department (DFD) will provide emergency and fire prevention services to the annexation area. These services include: 1. Fire suppression and rescue; 2. Pre-hospital medical services including triage, treaCmenti and tr•ailsport by Advailced Life Suppot•t (ALS) �re engines, trucks and ambulances; 3. Hazardous materials response and initigation; 4. Emergency prevention and public education efforts; 5. Technical rescue response; and 6. Construction Plan Review and ►•equired inspections. Fire protection froin the City of Denton shall be provided to the areas annexed at a level consistent with curreni methods and procedures preseiltly provided to similar areas of the CiCy of Denton on the effective date of the ordinance. As development commences in these areas, sufficient fire protection, including personnel and equipment will be provided to furnish these areas with the level of services consistent with the characteristics of topography, land utilization and population density of the areas. It is anticipated that fire stations planned to serve areas currently within the City of Denton will be sufficient to serve areas now being considered for annexation. Upon ultimate development, fire protection will be provided at a level consistent with other si�nilarly situated areas within Che city liinits. C. Emer�ency Medical Service The Denton Fire Department (DFD) will provide the following emergency and safety services to the annexation area. Tllese services include: 1. Emergency medical dispatch and pre-arrival First Aid instructions; 2. Pre-hospital emergency Advanced Life Support (ALS) response; and transport; 3. Medical rescue services. Emergeticy Medical Services (EMS) from the City of Denton shall be provided to the areas anneXed at a level consistent with current methods and procedures presentiy provided to similar areas of the City of Denton on the effective date of the ordinance. As development commences in these areas, sufficiei�t EMS, including peisonilel and equipment will be provided to furnish these areas with the level of serviees consistent with �he characteristies of topography, land utilization and population density of the areas. Upon ultimate development, EMS will be provided at a level consistent with other similarly situated areas within the city limits. 0 D. Solid Waste Solid Waste and Recycling Collection Services will be available to the newly annexed proper•ty immediately upotl the effective date of the annexation at a level consistent with current methods and procedures presently provided to similar areas within the city. Private solid waste collection service providers operating in the affec�ed area immediately prior to annexation and currently pi°oviding customet•s with service, may continue to provide their existing service for up to 2 years it1 accordance with Texas Local Government Code. E. Wastewater Facilities T'he proposed annexation area is located within the City of Denton Sewer Service Area as de�ned by Certificate of Convenience and Necessity (CCN) Number 20072 as issued by the Texas Commission on Environmental Quality (TCEQ). As development commences in these areas, sanitary sewer mai�ls will be extended in accordance with the provisions of the City's codes, ordinances and regl�lations. City participation it1 the costs of these extensions shall be in accordance with applicable City ordinances and regulations. Capacity shall be provided consistent with t11e characteristics of topography, land utilization, and population density of the areas. Sanitary sewer mains and lift stations installed or improved to City standards within the annexed areas which are located within dedicated easeinent, righ�s-of-way, or any other acceptable location approved by the City Engineer, shall be maintained by the City on the effective date of this ordinance. Operation and maintenance of wastewater facilities in the annexed areas that are within the service area of another water utility will be the responsibility of that utility. Operation and maintenance of private wastewater facilities in the annexed area will be the responsibility of the owner. F. Water Facilities The annexation area is located within t11e City of Denton Water Service Area as defined by Certificate of Convenience and Necessity (CCN) Number 10195 as issued by the Texas Commission on Environmental Quality (TCEQ). Connections to existing City of Denton water distribution mains for water service will be provided in accordance with existiilg City ot-dinances and policies. Upon connection to existing distribution maills, water service wiil be provided at rates established by city ordinance. As new development occurs within these areas, water distribution mains will be exCended in accordance with Denton's Codes, ordinances and utiliCy service policies. City participatio�l in the costs of these extensions shall be in accordance � with Denton's codcs and ordinances. Water service capacity shall be provided consistent with the characteristics of topography, land use and population density of the area. Operation and maintenance of water facilities in the annexed area Chat are within the service area of another watei• utility will be the responsibiliCy of that utility. Existing developments, businesses or homes that are on individual water wells or private water systems will be allowed to continue to remain on these systerns until a request for water service is made to tlle City. These requests for service will be llandled in accordance with the applicable utility service line extension and connection policies currently in place at the tiine the request for service is received. G. Roads and Streets Emergency street maintenance shall be provided wiChin the annexatiop area on the effective date of the applicable ordinance of acceptance. Routine maintenance will be provided within the anneaation areas and will be scheduled as part of the City's annual program and in accordance with the current policies and procedures de�ned by the ordinance and/or as established by the City Council. Any cons�ruction or reconstruction will be considered withii� the annexation area on a City wide basis and within the conteXt of the City's CIP and/or yearly fiscal budgetary allotments by the City Council. Roadway signage and associated posts will be replaced in priority of importance starting with regulatory signs, then warning signs, then infoi-mational signs and in conformance with fiscal allotmeilts by the City Council. If a sign remains, it will be reviewed aild placed on the City's inventory listing for routine replacement. All exiting signs will be reviewed for applicability and based upon an engineering study. New signs will be installed when necessary and based upon an engineering study. Routine maintenance of road/street markings will be placed on a priority listing and scheduled within the yearly budgetary allotments by the City Council. H. Parks, Play�rounds, Swimmin� Pools N/A, this is a commercial property. I. Publiclv Owned Facilities Any publicly owned facility, buildin�, or service located within the annexed area, and not otherwise owned or main�ained by a»other governmental eiztity, shall be maintained by the City of Denton on the effective date of the annexation ordinance. J. Other Services Other services that may be provided by the City of Denton, such as municipal and general administration will be made available on the effective date of the annexation. The City of Denton shall provide level of services, infrastructure, and n infrastructure maintenance that is comparable to the level of services, infrastrucCure, and infrastructure 11�aintenance available in other parts of the City of Denton with topogt-aphy, land use, atzd population density similai• to those reasonably con�emplated or projected in ihe area. IV. UNIFORM LEVEL OF SERVICES IS NOT REQUIRED Nothing il� this plail shall rec�uire the City of Denton to provide a uniform level of full municipal services to each area of the City, including the annexed area, if different characteristics of topography, land use, and population density are considered a suffcient basis for providing different levels of service. V. TERM This seivice plan shall be valid for a term of ten (10) years. Renewal of the service plan shall be at the discretion of City Council. VI. AMENDMENTS The service plan may be amended if the City Council determines at a public hearing that changed conditions or subsequent occurrences make this service plan unworkable or obsolete. The City Council may amend the service plan to conform to the changed conditions or subsequent occurrences pursuant to Texas Local Government Code, Section 43.056. Location Map A17-0006 Site Locafion ,. ��: $ �� c� `` 3 I� y } x 3 S. = E � .�S �'' , £ �` i � �� `�� .\� � 4 _�`� ':� -� ��i."'-._,..� _ _ �-�. � _ __.� Y :� � �� x E ' 1t �� i �I " 5 r � � p t?s `' , t ��J .�� l ..f � � • fik � t i � 3 F � �,��# �x � � €_.__ � __ � a �� ... _ � 9 � ; � `jj�.._�__--� �� d�— ( i � �z � 3 �3 � � �� s �� ' j i . �..3 . . �@ j � SITE � Parcels Raads �' � �.�.��.,.� � COD ' ETJ NAA $! 1l20 ,cct �� C � , �� _. �''` sa � : d� : '� . ��_ ��4 � o$� � IiEN'.�Q�t � �'�� °�°„aa�.k..�o�► ; �..:>«a 0.30 ACRES Being ail that certain lot, tract, or parcel of land lying and being situated in Denton County, Texas, and being the portion lying outside the approximate City Limits of Lot 1, Block A, Denton Creek Business Park, Phase i, according the Plat recorded in Cabinet X, Page 484, Plat Records, Denton Couniy, Texas and being more (uliy described by metes and bounds as foilows; COMMENCING at a capped iron rod found for the Northeast corner of said Lot 1 of said Biock A and the Northwest corner of a tract of land described in a deed to Uitimate Properties, Inc., recorded in Instrument Number 2013-103853, Real Property Records, Denton County, Texas; THENCE South 00 Degrees 03 Minutes 53 Seconds East with the common line of said Lot 1, and said Ultimate Properties tract, 152.26 feet to the POINT OF BEGINNING; THENCE South 00 Degrees 03 Minutes 53 Seconds East with the West line of said Ultimate Properties, Inc. tract, 47.74 feet to a point, being the Northeast corner of Lot 6 of said Biock A, the Southeast corner of said lot 1, and the Southeast corner of 1he herein described tract; THENCE South 89 Degrees 56 Minutes 07 Seconds West with the North line of said Lot 6 and the North line of Lot 2 of said Biock A, 247,29 feet to a point in the East li�e of Oid Alton Road, being the Southwest corner of said Lot 1, the Northwest comer of said Lat 2, and the Southwest corner of the herein described tract, and being the beginning of a curve to the left whose long chord bears North 35 Degreas 52 A4inutes 35 Seconds East, 90.23 iset; THENCE continui�g along said curve with the East line of Old Aiton Road, whose radius is 436.50 feet with an arc length of 90.39 feet to a point in the West iine of said Lot 1, being the Northwest corner of the herein described tract, and being the beginning of a curve to the left whose long chord bears South 82 Degrees 38 Minutes 33 Seconds East, 195.97 feet; THENCE along said curve whose radius is 1342.65 feet with an arc Iength of 196.15 feei to the PLACE OF BEGINNING containing 0.30 acres of land more or less. PAGE 1 OF 2 City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� Legislation Text File #: ID 18-316, Version: 1 AGENDA CAPTION Consider nominations/appointments to the City's Boards and Commissions: Human Services Advisory Committee and Public Art Committee. City of Denton Page 1 of 1 Printed on 3/2/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City of Denton City Hall �� ,�;;�� 215 E. McKinney Street ��'��~��'�` Denton, Texas www.cityofdenton.com DEPARTMENT: DCM: DATE: SUBJECT AGENDA INFORMATION SHEET City Manager's Office Bryan Langley March 6, 2018 Consider nominations/appointments to the City's Boards and Commissions: Human Services Advisory Committee and Public Art Committee. BACKGROUND Below is the list of outstanding Boards and Commissions nominations and the Council Member responsible for the nomination: Human Services Advisory Committee — Connor Morgan has resigned. Council Member Ryan has nominated Rhonda Love. Public Art Committee — Erin Clegg has resigned. Council Member Duff has nominated Jodi Ismert. Nominations could be made and voted on at this meeting should the Council desire. Approval would be contingent on completion of the confirmation process. If you require any further information, please let me know. Respectfully submitted: Jennifer Walters City Secretary City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� Legislation Text File #: ID 18-331, Version: 1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas, a Texas home-rule municipal corporation, for partial approval of a pre-qualified professional services list for project management, Development Services, Roadways, and Traffic Signals and Street Lighting Design Services; and providing an effective date (RFQ 6590). City of Denton Page 1 of 1 Printed on 3/2/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City of Denton _ . City Ha11 �� 5 215 E. McKinney Street tiY �"� �� " Denton, Texas www. cityo fdenton. com DEPARTMENT: CM: DATE: SUBJECT AGENDA INFORMATION SHEET Materials Management Todd Hileman March 6, 2018 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home-rule municipal corporation, for partial approval of a pre-qualified professional services list for project management, Development Services, Roadways, and Traffic Signals and Street Lighting Design Services; and providing an effective date (RFQ 6590). BACKGROUND In an effort to expedite capital project delivery, the Capital Projects Department advertised a request for qualifications (RFQ) relating to professional services. In November of 2017, an RFQ was advertised for professional services in seven categories including project management, development review, design of roads, bridges and intersections, design of traffic signals and street lights, design of storm water infrastructure, design of water infrastructure and design of wastewater infrastructure. A pre-submittal meeting was held on November 16, 2017, with more than 50 engineering consultants represented. All Statements of Qualification (SOQs) that were received by the submittal deadline of November 30, 2017, are being reviewed by staff from multiple divisions and departments. The RFQ process involves the review of 41 SOQs and the ranking of each firm in the categories they submitted on. This process insures that not only are all consultants reviewed fairly and based on criteria spelled out to each consultant in the original RFQ, but it also ensures that the City can use this RFQ process for consultant selection and contract negotiation regardless of the project funding source (i.e. state and/or federal funding). The intent of this process is to utilize the entire list of qualified firms to maximize availability and flexibility in selecting the appropriate firm for a project. As such, notes as to each firms strengths (i.e., large firm with general and specific capabilities for any project, small specialized firm focused on elevated water tanks, etc...) are being identified in the review process so that we can utilize each firm in such a way to ensure that the project is as successful as possible. This becomes the first litmus test to determine which firm to negotiate a contract. Due to the nature and format of the RFQ, several firms submitted that would not normally submit on a transportation, water, wastewater or storm water RFQ because their firms are so specialized. We can potentially cut down on some of the pass through markup that would normally be passed on to City when these firms are subcontracted through a larger consultant. This also ensures that we (as the owner) get the unfiltered summary of the smaller, specialized firm's design or comments. A second scenario that the approval of the entire list avoids is the scenario of exclusion by lack of selection. In other words, if we take only the top 5 or 10 firms in each category and we have a water project with a transportation and wastewater component, the potential to limit the City's options to select a single firm for a project as a whole may be impacted by inadvertently requiring the City to utilize three separate firms based on the type of work For instance, if a project is initiated by the City that is primarily a water project with limited transportation and wastewater participation, Firm A may be the best firm in the water category, but was ranked number 11 in transportation and 12 in wastewater. They are qualified to do the work, but they may not have been deemed the most qualified in two categories. This could inadvertently cause the City to select multiple firms which would be more costly in delivery time, staff expense and overall cost as the coordination between all three firms would be extensive. If we take all firms in each category, it provides the maximum amount of flexibility to select a firm that is best suited for the proj ect as a whole. In regard to "short listing" or taking only the top five or ten highest ranked firms, the process in general has also taken care of some of this by nature of some of the categories of work as we only had five firms even submit for both project management and development review. For the design categories we had nine firms submit for all five design categories, eighteen submit for all but traffic signals (which is not uncommon), and the other twenty-three firms submitted on one or two related specialty design categories. Of the nine that submitted qualifications for all categories, five firms submitted that the City regularly contracts with (Freese & Nichols, Kimley-Horn, TNP, Transystems and Halff) and a few that were unexpected. All nine are larger firms that will by and large subcontract some of the more specialized work The eighteen firms encompass the same nine larger firms and quite a few other firms that are more medium sized firms. One of the problems associated with "short listing" on an RFQ of this type is that smaller firms may complain that they cannot break into work with the City if they do not get a chance. By accepting the entire list, the City has the option of hiring some of the smaller firms and more specialized firms for a project that is the right fit. Accepting the entire list also gives the City the best chance at ensuring that resources do not get overloaded by always negotiating with the top ranked firm, then the next, then the next and so on. The City can utilize these consultant resources over a three year time span to best effectiveness by balancing workloads appropriately between the consultants. For instance, the City currently has an inordinate amount of work contracted through one design firm and that has staff concerned that this firm's ability to deliver in the new environment may be compromised. By having a large pool of consultants, we can select and negotiate contracts more effectively by having a number of consultants already pre-qualified to do the work and the loss of productivity on multiple projects by engaging more consultants to ensure successful, timely delivery of all projects. In the end, each firm on the list is qualified to do the type of work submitted upon. Upon approval of the RFQ, staff will negotiate each contract to the benefit of the City balancing quality, efficiency, and cost in the analysis for each project. The City requires that each consultant not only submit a scope of work for each contract negotiated, but also a level of service matrix detailing how much time the consultant anticipates each task in the contract to take per person involved. This allows staff to negotiate the time spent on each task with the consultant to make sure that all amounts (time and money) make sense. If the City and the consultant cannot agree on the overall amount, the City move on to the next consultant to gain the best possible contract for the City and the project. Staff has completed the review of four (4) of the seven work categories advertised in the November RFQ and the qualified firms (and their ranking) are included in Exhibit 2. The four (4) work categories staff has completed review includes project management; development review; design of roadways, bridges and intersections; and design of traffic signals and street lights. The remaining three (3) categories are anticipated to be complete and come before City Council for approval in Apri12018. Any qualified professional firm that submitted under this RFQ is eligible to receive contracts for professional services that would go through the normal negotiation and council award process. It is intended that this method of qualifying design consultants for a wide range of services required to deliver current and future capital project delivery will be repeated every three (3) years and is eligible for use by any City of Denton departments and divisions when these services are required. Requests for Qualifications were sent to 1,036 prospective suppliers of this item. In addition, the RFQ was placed on the Materials Management website for prospective respondents to download, and advertised in the local newspaper. 41 SOQs were received for four (4) of the seven (7) disciplines. Firms were allowed to submit SOQs for any or all of the work categories. The SOQs were evaluated based upon published criteria including: identification and understanding of the City's requirements, past performance and experience, qualifications of key personnel, and ability to meet schedules. The firms were ranked as indicated in Exhibit 2. RECOMMENDATION Recommend approval of the qualified firm list for project management, development review, design of roadways, bridges and intersections, and design of traffic signals and street lights work categories as reviewed and ranked by staff. ESTIMATED SCHEDULE OF PROJECT This qualified firm list will remain active for three (3) years. FISCAL INFORMATION No funds are requested or required to be spent as part of this approval. Individual contracts will be negotiated with the top ranked firms, and purchasing orders will be issued as needed. 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: community's needs EXHIBITS Public Infrastructure 2.5 Develop a Capital Improvement Program that will meet our Exhibit 1: Agenda Information Sheet Exhibit 2: Qualified Firm Ranking Exhibit 3: Ordinance Exhibit 4: Presentation Respectfully submitted: Karen Smith, 349-8436 Purchasing Manager For information concerning this acquisition, contact: Todd Estes, P.E., City Engineer at 349-8917. RFQ 6590 Evaluation Sheet Engineering Services r�ro�ect ivianagement Principal Place of Firm Name: Business 1 Freese & Nichols Denton, TX 2 Kimley-Horn and Associates Ft. Worth, TX 3 Arredondo, Zepeda, & Brunz Dallas, TX 4 MSA Professional Services (Ourston) Dallas, TX 5 Adams Engineering & Development Consultants Dallas, TX RFQ 6590 Evaluation Sheet Engineering Services Develobment Review Firm Name: Halff Associates Freese & Nichols Kimley-Horn and Associates Wade Trim DEH Adams En�ineerin� & Development Consultants Principal Place Business Ft. Worth, TX Denton, TX Ft. Worth, TX Ft. Worth, TX Carrollton, TX Dallas, TX RFQ 6590 Evaluation Sheet Engineering Services Koaaway uesign, ttriages ana intersections Principal Place of Firm Name: Business 1 RPS Group Dallas, TX 2 Binkley & Barfield Dallas, TX 3 Bridgefarmer & Associates Dallas, TX 4 Burgess & Niple Dallas, TX 5 Teague Nall and Perkins Denton, TX 6 Arredondo, Zepeda, & Brunz Dallas, TX 7 HDR Engineering Dallas, TX 8 Kasper/Graham & Associates, Inc. Arlington, TX 9 DannenBaum Engineering Company - Dallas LLC Dallas, TX 10 Freese & Nichols Denton, TX 11 Kimley-Horn and Associates Ft. Worth, TX 12 Transystems Ft. Worth, TX 13 Halff Associates Ft. Worth, TX 14 Wade Trim Ft. Worth, TX 15 Adams Engineering & Development Consultants Dallas, TX 16 Huitt-Zollars Dallas, TX 17 Pape-Dawson Engineers Plano, TX 18 RLG Consulting Engineers (Raymond L. Goodson) Dallas, TX 19 Multatech Engineering Ft. Worth, TX 20 CEC Corporation Allen, TX 21 Wier & Associates Arlington, TX 22 Schrickel, Rollins and Associates Arlington, TX 23 M. Vassigh & Associates Dallas, TX 24 Neel-Schaffer Arlington, TX 25 Allison Engineering Group, Inc. Denton, TX 26 Intelligent Engineering Services Dallas, TX 27 Birkhoff, Hendricks, & Carter Dallas, TX RFQ 6590 Evaluation Sheet Engineering Services Design of Signals and Streetlights Principal Place of Firm Name: Business 1 Lee Engineering Dallas, TX 2 HDR Engineering Dallas, TX 3 Binkley & Barfield Dallas, TX 4 Kimley-Horn and Associates Ft. Worth, TX 5 Freese & Nichols Denton, TX 6 Halff Associates Ft. Worth, TX 7 Teague Nall and Perkins Denton, TX 8 Transystems Ft. Worth, TX 9 Pape-Dawson Engineers Plano, TX 10 DeShazo Group Dallas, TX 11 Maldonado-Burkett Intelligent Dallas, TX 12 Wade Trim Ft. Worth, TX 13 Iteris Santa Ana, CA 14 Schrickel, Rollins and Associates Arlington, TX ORDINANCE N0. ORDINANCE OF THE CITY OF DENTON, TEXAS, A TEXAS HOME-RULE MUNICIPAL CORPORATION, FOR PARTIAL APPROVAL OF A PRE-QUALIFIED PROFESSIONAL SERVICES LIST FOR PROJECT MANAGEMENT, DEVELOPMENT SERVICES, ROADWAYS, AND TRAFFIC SIGNALS AND STREET LIGHTING DESIGN SERVICES; AND PROVTDTNG AN EFFECTIVE DATE (RFQ 6590). WHEREAS, the City of Denton, Texas ("City") desires to have a pool of professional iirms ready to serve as contractors to provide the City with engineering related services on a continuing contract basis; and WHEREAS, on November 3, 2017, the City issued a Requestfor Qualifications No. 6590, Professional Engineering Services for tlie City of Denton ("RFQ"), for the purpose of retaining experienced, licensed, and insured engineering firms to provide on a continuing, as-needed contract basis, certain specific professional services partially including project management, development services, roadways, and traffic signals and street lighting design services as detailed in the RFQ (this partial list is collectively referred to herein as the "Services"); and WHEREAS, in response to the RFQ, which was in accordance with the provisions of Texas Government Code, Chapter 2254, the City evaluated each submission in accordance with selection criteria in order to determine the most qualified firms to provide the Services; and WHEREAS, the City staff has prepared a list attached as Exhibit A representing those firms whose qualifications and references demonstrated to be the most advantageous to the City; and WHEREAS, awards to a professional firm on the list, which exceed the City Manager's delegation authority, will be brought to City Council in compliance with all procurement statutes and local ordinances, considering the importance of price and other evaluation factors in the RFQ; and WHEREAS, the City Council finds that the selection of firms for the provision of Services, pursuant to the terms, conditions, and specifications contained in the RFQ, should be approved and is in the best interest of the citizens of the City of Denton; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Council of the City of Denton, Texas, hereby approves the selection of professional contractors, which pre-qualified list is attached hereto as Exhibit A and incorporated by reference herein, for the provision of Engineering Services on a continuing contract basis with the City of Denton, pursuant to the Request for Qualifications No. 6590, Professional Engineering Services for tlie City of Denton. SECTION 2. Any formal written agreement as a result of the acceptance, approval, and awarding of the progosals from the RFQ must be done in accordance with the procurement statutes a��d Ic�c�1 or�lin�i7c��; �rcvic��c� t��G�t, 1k�e City fv'I��i��, cat° lzis d��i�n�c, a��G�y ��e �ny �ctgai�s tl�at may be z•ec��air��t� r�r pc.rm�iit�d tc� l�e �.�e��f�r�-n-ued wi�l�ix� }�is p�•�vi�a�.�sl� de1��t�c� ��t6�c�ri�y. �EGTTt��6 �. Tl�is �rciit��nc�; s�7�91 be�c�n�re �ti�ctzw� i��aa��ec�i�t�1� t�p+�y� its �aa�s�� r� ap}�raval. I��SS�D �1�D 1�,.P�I��'�'�l� tlais 11-�� iay af , 2f11 �, C�-I�'i�� ATT�, I�A�a'(�F� �TT�S�': J��IT��I� �U�1,Liryl�R'�, CI"�"� �I��GT�.�'�' V� AP�I�.�VLI� AS `Z"C� LECAL 1 �Jf�M: AA��I� ��'r'�L, �`I"1"�'' A.T"�c��i�I�Y BY: EXHIBIT A RFQ 6590 Evaluation Sheet Engineering Services r�ro�ect ivianagement Principal Place of Firm Name: Business 1 Freese & Nichols Denton, TX 2 Kimley-Horn and Associates Ft. Worth, TX 3 Arredondo, Zepeda, & Brunz Dallas, TX 4 MSA Professional Services (Ourston) Dallas, TX 5 Adams Engineering & Development Consultants Dallas, TX RFQ 6590 Evaluation Sheet Engineering Services Develobment Review Firm Name: Halff Associates Freese & Nichols Kimley-Horn and Associates Wade Trim DEH Adams En�ineerin� & Development Consultants Principal Place Business Ft. Worth, TX Denton, TX Ft. Worth, TX Ft. Worth, TX Carrollton, TX Dallas, TX RFQ 6590 Evaluation Sheet Engineering Services Koaaway uesign, ttriages ana intersections Principal Place of Firm Name: Business 1 RPS Group Dallas, TX 2 Binkley & Barfield Dallas, TX 3 Bridgefarmer & Associates Dallas, TX 4 Burgess & Niple Dallas, TX 5 Teague Nall and Perkins Denton, TX 6 Arredondo, Zepeda, & Brunz Dallas, TX 7 HDR Engineering Dallas, TX 8 Kasper/Graham & Associates, Inc. Arlington, TX 9 DannenBaum Engineering Company - Dallas LLC Dallas, TX 10 Freese & Nichols Denton, TX 11 Kimley-Horn and Associates Ft. Worth, TX 12 Transystems Ft. Worth, TX 13 Halff Associates Ft. Worth, TX 14 Wade Trim Ft. Worth, TX 15 Adams Engineering & Development Consultants Dallas, TX 16 Huitt-Zollars Dallas, TX 17 Pape-Dawson Engineers Plano, TX 18 RLG Consulting Engineers (Raymond L. Goodson) Dallas, TX 19 Multatech Engineering Ft. Worth, TX 20 CEC Corporation Allen, TX 21 Wier & Associates Arlington, TX 22 Schrickel, Rollins and Associates Arlington, TX 23 M. Vassigh & Associates Dallas, TX 24 Neel-Schaffer Arlington, TX 25 Allison Engineering Group, Inc. Denton, TX 26 Intelligent Engineering Services Dallas, TX 27 Birkhoff, Hendricks, & Carter Dallas, TX RFQ 6590 Evaluation Sheet Engineering Services Design of Signals and Streetlights Principal Place of Firm Name: Business 1 Lee Engineering Dallas, TX 2 HDR Engineering Dallas, TX 3 Binkley & Barfield Dallas, TX 4 Kimley-Horn and Associates Ft. Worth, TX 5 Freese & Nichols Denton, TX 6 Halff Associates Ft. Worth, TX 7 Teague Nall and Perkins Denton, TX 8 Transystems Ft. Worth, TX 9 Pape-Dawson Engineers Plano, TX 10 DeShazo Group Dallas, TX 11 Maldonado-Burkett Intelligent Dallas, TX 12 Wade Trim Ft. Worth, TX 13 Iteris Santa Ana, CA 14 Schrickel, Rollins and Associates Arlington, TX �, ;i , , �� ;� i: ;i , � 'il�; �: 'il�: �u �. 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McKinney St. Denton, Texas 76201 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� Legislation Text File #: Z18-0001 b, Version: AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance regarding an amendment to the Rayzor Ranch Overlay District to provide standards and criteria for the residential development within the Rayzor Ranch Marketplace Residential Area. The Rayzor Ranch Marketplace Residential Area includes approximately 40.7 acres generally located on the west side of North Bonnie Brae Street, approximately 1,400 feet north of West University Drive (US 380) in the City of Denton, Denton County, Texas. (Z18-OOOlb, Rayzor Ranch Marketplace Residential, Hayley Zagurski). City of Denton Page 1 of 1 Printed on 3/2/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City of Denton _ . City Ha11 �� 5 215 E. McKinney Street tiY �� " Denton, Texas www. cityo fdenton. com DEPARTMENT: CM: DATE: AGENDA INFORMATION SHEET Department of Development Services Todd Hileman March 6, 2018 SUBJECT Hold a public hearing and consider adoption of an ordinance regarding an amendment to the Rayzor Ranch Overlay District to provide standards and criteria for the residential development within the Rayzor Ranch Marketplace Residential Area. The Rayzor Ranch Marketplace Residential Area includes approximately 40.7 acres generally located on the west side of North Bonnie Brae Street, approximately 1,400 feet north of West University Drive (US 380) in the City of Denton, Denton County, Texas. (Z18- 0001, Rayzor Ranch Marketplace Residential, Hayley Zagurski). BACKGROUND This request is to establish the residential design and development criteria for the 40 acres north of the existing Rayzor Ranch Marketplace. The base zoning for the subject property is a split of Neighborhood Residential 3(NR-3) and Neighborhood Residential Mixed Use 12 (NRMU-12) Districts. The request does not change the density or intensity of uses permitted under the base zoning but does provide design and development criteria for the residential uses beyond what is currently provided in the Denton Development Code (DDC). The Rayzor Ranch Overlay District (RROD) was first created in 2007, and includes a total of 410 acres of land located on both sides of US Highway 380 between I-35 and Bonnie Brae Street. The RROD is intended to provide design criteria and development standards for the entire mixed-use development. The majority of the current overlay standards have been in place since 2010. However, architectural, landscape, and signage standards have not yet been established and incorporated into the ordinance for two areas of the overlay district: the residential area north of the Marketplace (where Wal-Mart, Sams, and Academy Sports are located) and most of the South Mixed Use District, which is primarily located along Heritage Trail Drive and west of Bonnie Brae Street south of University Drive. The Proposed Overlay Amendments as well as a full Staff Analysis of the included in the Exhibits. OPTIONS Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION Staff recommends approval of the proposed design and development criteria. The Planning and Zoning Commission recommended approval of the request [6-0]. PRIOR ACTION/REVIEW (Council, Boards, Commissions) A public hearing regarding the request was held before the Planning and Zoning Commission on February 21, 2018. At the public hearing, the architect and engineer for the request presented a conceptual plan and answered questions about the request. Three residents from the adjoining subdivision to the north spoke in opposition to the request and asked questions about the proposed development and expressed concerns about increased traffic on Bonnie Brae Street. Questions included the type of homes, whether a fence would be provided on the northern side, whether the subdivision would be gated, and whether a connection point was proposed into the adjoining subdivision to the north. Draft minutes from the Planning and Zoning Commission meeting are provided in Exhibit 9. Prior to the Planning and Zoning Commission meeting, three neighbors submitted email inquiries about the request. Copies of these emails are included in Exhibit 7; however, no formal responses to the mailed notifications were received as of the issuance of this report. A conveyance plat for the property was approved by the Planning and Zoning Commission in May of 2017. The subject property was incorporated into the Rayzor Ranch Overlay District in 2007. The base zoning was established for the property as part of the 2002 City-wide rezoning. 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 l. 2. 3. 4. 5. 6. 7. 8. 9. 10 Economic Development 3.4 Encourage development, redevelopment, recruitment, and retention Agenda Information Sheet Staff Analysis Site Location Map Existing Zoning Map Future Land Use Map Proposed Overlay Amendments and Exhibit G4 Notification Map and Responses Presentation Slides Draft Planning and Zoning Commission Meeting Minutes Draft Ordinance Respectfully submitted: Richard Cannone, AICP Interim Planning Director Prepared by: Hayley Zagurski Senior Planner S:\legal\O ur pocu m ents\Ordinances\18\Ordinance Z18-OOOl.docx ORDINANCE NO. AN ORDINANCE OF TH� CI"I'Y OF DENT'ON, TEXAS, AMENDING THE RAYZOR RANCH OVERLAY DISTRICT TO PROVIDE STANDARDS AND CRITERIA FOR THE RESIDENTIAL DEVELOPMENT WITHIN THE RAYZOR RANCH MARKETPLACE R�SIDENTIAL AREA; PROVIDING FOR SEVERABILITY; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF, AND PROVIDING AN EFFECTIVE DATE. (Z18-0001) WHEREAS, the Rayzor Ranch Overlay District consists of approximately 410 acres on both sides of US Route 380 and between IH-35 and Bonnie Brae Street, which is inore particularly described ai�d depicted ii� Exhibit A, attached hereto aizd incorporated by reference as if set forth at length herein (the "District"), and which e�hibit's spatial definition constitutes the boundaries of the District (the "District Boundaries"); and WHEREAS, the owner(s) of property within the Rayzor Raneh Overlay District have applied for an amendment to the Rayzor Ranch Overlay District to provide site deisgn standards and criteria for the approximately 40.7 acre Rayzor Ranch Marketplace Residential Area as described in Subchapter 35.7.15.3.A.3 of the Denton Development Code and as shown in Exhibit B; and WHEREAS, the Denton Development Code authorizes the City Council to approve overlay distriets to protect a11d enhance certain specific lands and structures which, by virtue of their type or location, have characteristics which are distinct from lands and structures outside such special districts and contain such reasonable and necessary requireinents to insure the protection and enhancement of said land and structures; and WHEREAS, the Denton Development Code authorizes the City Council to approve overlay districts to es�ablish specific design standards and development reguiations to efiectuate ihe purpose of the district, and may require or address any oi the following, in addition to or in lieu of other regulations affecting the property within the overlay district: (1) protection of features designated as being of special concern within the district; (2) mixtures or limitations or permitted uses; (3) special performance standards and development regulations; and (4) other lnatters as appropriate to protnote the special public interests of the district; and WHEREAS, on Juile 15, 2010 the City Council held a public hear•ing as required by law and approved the modified Rayzor Ranch Overlay District under Ordinance No. 2010-158, which incorporated additional regulations under Ordinance 2008-018; and WHEREAS, on January 26, 2016 the City Council held a public hearing as required by law and approved the modified Rayzor Ratich Overlay Distrct under Ordinance No. 2016-017, which amended regulations under Ordinance 2010-158; and WI-IEREAS, on February 21, 2018 the Planning and 7oning Coinmission, in compliance with the laws of the State of Texas, after haviilg given the requisite notices by publication and otherwise, and having held full and fair hearings for all property owners interested in this regard, recommended approval [6-0] of the overlay changes in this Ordinance; and WHEREAS, on March 6, 2018 the City Council likewise conducted a public hearing as required by law, and finds that this Ordinance meets and complies with all substantive and procedural standards set forth in the Denton Development Code and is consistent with the Denton Code of Ordinances and Denton Plan 2030, as amended; and WHEREAS, the City Council finds that the modified Rayzor• Ranch Overlay District serves a public purpose by permitting the development of a regional shopping center and complementary peripheral development to create a unique, walkable, miaed- use style of development that will set it apart from other shopping centers in the area; and WI�EREAS, the Planning and Zoning Commission and the City Council of the City of Detlton, in considering the overlay changes in this Ordinance, have determined that the changes are in the best interests of the health, safety, tnorals, and general welfare of the City of Denton, are consistent with Denton Plan 2030, will protect and enhance the Property, and accoi•dingly, the City Council of the City of Denton is of the opinion and finds that the said overlay changes should be granted as set forth herein. NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION l. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference and ar•e found to be true. SELTIOiv 2. �i•dinance Nos. 201 d-017, 2t� 1 t�-1 � 8 and 2008-0 i 8 are only amended to the exient that they are inconsistent with the changes as established herein. Any provisions not addressed by this Ordinance shall continue with full force and effect and any official actions taken as a result of the original ordinances prior to the effective date of this Ordinance are hcreby ratified, affirined, and adopted. Nothitlg herein shall repeal or modify any perinit approvals for property within the Rayzor Ranch Overlay District approved prior to the effective date of this Ordinance, including, but not limited to, approved site plans, plats, and building permits and/or any rights that may be associated with those permits. SECTION 3. The Ci�y Council hereby adopts these amendments to Section 35.7.15 and the addition of Exhibit C-4 to the Rayzor Ranch Overlay District as provided in Exhibit C of this ordinance. SECTION 4. If any provisions of aily section of this ordinance shall be held to be void or unconstitutional, such holding shall in i10 way affect the validity of• the remaining provisions or sections of this ordinance, wllich shall ren�ain in full force and effect. SECTION 5. Any person violating any provision of this ordinance shall, upon conviction, be iined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinc� offense. SECTION 6. This ordinance shall becoine effective fourteen (14) days fi•om 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 Den�on 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 , 2018. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY ..• APPROVED AS TO LEGAL PORM: AARON LEAL, CITY ATTORNEY �� BY: � Exhibit A METES AND BOUNDS, PART ONE AND PART TWO 4�0.28 ACRES (TOTAL) FRANC/S BATSON SURVEY, ABSTRACT ND. 43 B,B.B. -8� C.R.R. COMPANYSURVEY, ABSTRACT NO. �92 CITY OF DENTON, DENTON COUNTY, TEXAS PART ONE BEING a tract of land situated in the F'rancis Batson Survey, Abstract No. 43, in the Cify of Denton, Denton County, Texas, being all of a cailed 121.4759 acre tract (description of Shephard Hall Tract, Tract 2), described in deed to Denton Hillview, L.P., recorded in Denton County Clerk's File No. 2005-127450 of the Real Property Records of Denton County, Texas, all of a called 0.2254 acre tract (Tract 1), a called 2.1017 acre tract (Tract 2) and a called 2.2200 acre tract (Tract 3) described in deed to Quantum at Denton Seif Storage, L.P., recorded in Volume 5021, Page 01847 of the Real Property Records af Denton County, Texas, part of a called 18.269 acre tract, described in deed to Denton Property Joint Venture, recorded in Denton County Clerk's File No. 00-R0101370 of the Real Property Records of Denton County, Texas, ail of a called 2.999 acre tract, described in deed to De Hail Properties, Ltd., recorded in Denton County Clerk's File No. 2005-40231 of the Real Property Records of Denton County, Texas, being part of a called 8.9217 acre tract of land described in Deed to Mesquite Creek Development, Inc., recorded in Volume 4562, Page 0683 of the Reai Property Records of Denton County, Texas, and all of Lot 1 of SANDY ADDITION, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Volume 13, Page �t7 and Cabinet J, S1ide 348 of the Plat Records of Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at a 1/2-inch iron rod found for the north end of a corner clip at the intersection of the north right-of-way line of West Universiiy Drive (U.S. Highway No. 380, a 100.20 foot wide public right-of-way) and the west right-of-way line of Bonnie Brae Street (a variable width public right-of-way) for the most easterly southeast corner of the beforementioned Lot 1 of SANDY ADDITION; THENCE with the corner clip, South 45°48'44" West, a distance of 90.93 feet to a 3/4-inch iron rod found for corner; THENCE with the north right-of-way line of West University Drive, the foilowing courses.and distances to wit: --North 89°07'28" West, a distance of 773.40 feet to a 5/8-inch iron rod with "KHA" cap set for corner; --Narth 8S°56'28" West, a distance of 1761,7? fset to a 1/2-inch iran rod found for the so�theast c�rner af the cailed 8.9217 acre tract; THENCE leaving the north right-of-way line of West University Drive with the east line of the 8.9217 acre tract, North 00°23'40" East, a distance of 276.40 feet to a point for corner; 7HENCE crossing the called 8.9217 acre tract, the following courses and distances to wit: --North 89°90'52" West, a distance of 227.61 feet to a point for corner; --North 00°59'35" East, a distance of 80.89 feef to a point for corner; --North 89°00'25" West, a distance of 290.00 feet to a point for corner in the east line of Lot 1, Block A of POR7ER/ANDRUS ADDITlON, an addition to the City of Denton, Denton County, Texas,•according to the Plat thereof recorded in Cabinet O, Slide 45 of the Plat Records of Denton County, Texas; Page 1 of 6 ❑�❑ fNnfeyHorn � end Assodete9, inc. i � � J < � W � 3 ro J � 5 �,; o a� �� 0 aE �� N 0 V � u r � � � � ti iii ai m Ii X THENCE with the east line of Lot 1, Block A and the east line of Lot 2, Block A of PORTER/ANDRUS ADDITION, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet V, Slide $56 of the Plat Records of Denton County, Texas, North 00°59`47" West, a distance of 217.71 feet to a 5/8-inch iron rod with "KHA" cap set for the northeast corner of Lot 2, Block A; THENCE with the north and west lines of Lot 2, Block A, the following courses and distances to wit: --North 88°42'36" West, a distance of 400.01 feet to a 5/8-inch iron rod with "KHA" cap set for corner; --South 01 °28'09" West, a distance of 28.89 feet to a 5/8-inch iron rod with "KHA" cap set for the northeast corner of Lot 1 R, Block 1 of ALVIN AND CHARLOTTE WHALEY ADDITION, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet 1, Slide 148 of the Plat Records of Denton County, Texas; THENCE leaving the west line of Lot 2, Block A of PORTER/ANDRUS ADDITION with the north line of Lot 9 R, Block 1 of A�VIN AND CHAR�OTTE WHA�EY ADDITION, North 88°31'28" West, a distance of 399.39 feet to a 5/8-inch iron rod with "KHA" cap set in the northeasteriy right-of-way line Interstate Highway No. 35 (a variable width public right-of-way) for the most northerly northwest corner of Lot 1 R, Block 1 of ALVIN AND CHARLO�f-fE WHALEY ADQITION; TNENCE leaving the north line of �ot 1 R, Block 1 of ALVIN AND CHARLOTTE WHALEY ADDITION with the northeasterly right-of-way line Interstate Highway No. 35, North 16°07'54" West, a distance of 632.67 feet to a 5/8-inch iron rod with "KHA" cap set for the southwest corner of �ot 14 of Gf2EENWAY CLUB ESTATES, an addition to the City of Denton, Danton County, 1"exas, according to the plat thereof recorded in Volume 4, Page 27 of the Plat Records of Denton County, Texas; THENCE leaving the no�theasterly right-of-way line lnterstate Highway No. 35 with the south and east lines of GREENWAY CLUB ESTATES, the following courses and distances to wit: -=North 73°15'13" East, a distance of 518.79 feet to a 5/8-inch iron rod with "KHA" cap set for the beginning of a curve to the right; --Easterly, with the curve to the right, through a central angle of 16°47'40", having a radius of 345.00 feet, and chord bearing and distance of North 81 °39'03" East, 100.76 feet, an arc distance of 101.13 feet to a 5/8-inch iron rod with "KHA" cap set for the end of the curve; --North 89°58'43" East, a distance of 364.46 feet to a5/8-inch iron rod with "KHA" cap set for corner; --North 00°57'04" West, a distance of 450.70 feet to a 5/8-inch iron rod with "KHA" cap set for the southwest corner of Lot 1, Slock 10 of WESTGATE HE►GHTS, an addition to the City of Denton, Denton County, Texas, according to fhe plat thereof recorded in Cabinet E, Slide 78 ofthe Plat Records of Denton County, 7exas; THENCE leaving the east line of GREENWAY CLUB ESTATES with the south and east lines of WESTGATE HEIGHTS, the foilowing courses and distances to wit: --North 89°32'37" East, a distance of 48.23 feet to a 5/8-inch iron rod with "KHA" cap set for corner; --South 87°34'57" East, a distance of 1042.99 feet to a 5/8-inch iron rod with "KHA" cap set for comer; --North 00°32'57" East, a d'+stance of 318.04 feet to a 5/8-inch iron rod with "KHA" cap set for the most northerly northwest corner of ihe beforementioned 121.4759 acre tract THENCE leaving the east line of WESTGATE HEIGt-17'S with the north line of the 121.4759 acre tract, South 89°13'56" East, a distance of 2067.29 feet to a 5/8-inch iron rod with "KHA" cap set in the west right-of-way line of Bonnie Brae Street; Page 2 of 6 ❑i� i�mley�tiorn � end Assodates, (nc. E N � r N � � M N S � � J w J O� 3 a J Q � o v � rn 0 aE c� — � N 0 n s � � U r �`' � � � �.. N ti a 4. X THENCE leaving the north line of the 121.4759 acre tract with the west right-of-way line of Bonnie Brae Street, the follawing courses and distances to wit; --South 00°37'18" West, a distance of 1455.38 feet to a 5/8-inch iron rod with "KHA" cap set for corner; --South 00°26'45" West, a distance of 568.70 feet to the POINT OF BEGINNING and containing 153.37 acres of land. Bearing system based upon Texas State Plane Coordinate System, using monuments R0610108 AND R0610060. PART TWO BEING a tract of land situated in the B.B.B. & C.R,R. Company Sunrey, Abstract No. 192, in the City of Denion, Denton County, Texas, being part of a called 265.6365 acre tract of land (description of Shephard Hall Tract, Tract 1), described in deed to Denton Hillview, L,P., recorded in Denton County Cierk's File No. 2005-127450 of the Real Property Records of Denton County, Texas, and all of Lot 3 of LOTS 1,2,8,3 PEARCY/CHRISTON ADDITION No, 1, an addition to the City of Denton, Denton County, Texas, according to the plat thereof recorded in Cabinet B,.Siide 34 of the Plat Records of Denton County, Texas, and being more particulariy described by metes and bounds as follows: BEGINNING at a 5/8-inch iron rod found in the south right-of-way line of West University Drive (U.S. Highway No. 380, a 100.20 foot wide public right-of-way) for the northerly common corner of Lots 2 and 3 of the beforementioned LOTS 1,2,8,3 PEARCY/CHRISTON ADDITION; THE{VCE leaving the south right-of-way (ine of West University Drive with the common line of Lots 2 and 3, South 01 °08'26" West, a distance of 600,00 feet to a 5/8-inch iron rod faund for the southerly common corner of �ats 2 and 3; THENCE leaving the common line of l.ots 2 and 3 with the south lines of Lot 2 and L.ot 1-C of LOTS 1-A, 1-B, 1-C PEARCY/CHRISTON ADDITION No. 1, an addition to the City of Denton, Denton County, Tekas, according to the plat ttiereof recorded in Cabinet L, Slide 188 of the Plat Records of Denton County, Texas, South 89°04`34" East, passing the southeast corner of Lot 1-C at a dis#ance of 711.59 feet and continuing for a totai distance of 730.60 feet to a 5/8-inch iron rod found in the west right-of-way line of Bonnie Brae Street (a variable width public right-of-way} for the most easterly northeast corner of the beforementioned 265.6365 acre trac#; TFi�N�E wiih the west righf-df-way lir�e of 6annie Brae �treet, the follawing course� and distances to ta�it: --South 00°58'54" West, a distance of 1438.01 feet to a 5/8-inch iron rod with "KHA" cap set for comer; --South 00°48'S1" West, a distance of 1175.56 feet to a 5/8-inch iron rod with "KHA" cap set for the beginning of a curve to the right; --Southwesterly, with the curve to the right, through a central angle of 45°01'58", having a radius of 321.07 feet, and chord bearing and distance of South 23°19'47" West, 245.91 feet, an arc distance of 252.35 feet to a 5/8-inch iron rod found for the beginning of a reverse curve to the left; --5outhwesterly, with the the curve to the left, through a central angle of 57°31'S6", having a radius of 392.01 feet, and chord bearing and distance of South 17°04'48" West, 377.30 feet, an arc distance af 393.63 feet to a 5/8-inch iron rod found for the end of the curve; --South 11 °41'10" East, a distance of 10.57 feet to a 5/8-inch iron rod found for the north end of a corner clip at the intersection of the north right-of-way line of Scripture Street (a variable width public right-of-way) and the west right-of-way line of Bonnie Brae 5treet; THENCE with the corner clip, South 39°33'S0" West, a distance of 11.48 feet to a 5/8-inch iron rod found for the south end of the corner clip; Page 3 of 6 ❑�� Kimiey+lorn � and A4sodates, Ina TNENCE with the north right-of-way line of Scripture Street, North 88°58'00" West, a distance of 1265.16 feet to a 5/8-inch iron rod found in the south line of the 265.6365 acre tract; THENCE leaving the north right-of-way line of Scripture Street, the foliowing courses and distances to wit: --North 01 °02'00" East, a distance of 500.06 feet to a 5/8-inch iron rod found for corner; --North 88°58'00" West, a distance of 761.56 feet to a 5/8-inch iron rod found for corner; --South 01 °02'00" West, a distance of 500,06 feet to a 5/8-inch iron rod found in the north right-of-way line of Scripture Street; THENCE with the north right-of-way line of Scripture Street, the following courses and distances to wit: --North 88°58'00" West, a distance of 318.44 feet to a 5/8-inch iron rod with "KHA" cap set for comer; --North 88°48'26" West, a distance of 41.73 feet to a 5/8-inch iron rod found in the northeasterly right-of-way line Interstate Fiighway No. 35 (a variable width public right-of-way) and the north right-of-way line of Scripture Street for the most southerly southwest corner of the 256.6365 acre tract; THENCE with the northeasterly right-of-way line Interstate t-iighway No. 35, the following courses and distances to wit: � --North 15°50'30" West, a distance of 38.32 feet to a 5!8-inch iron rod with "KHA" cap set for corner; --North 16°24'00" West, a distance of 3494.36 feet to a 5/8-inch iron rod found for corner; --North 14°50'06" East, a distance of 171.01 feet to a 3-inch 6rass disk in concrete found for corner; --North 46°04'12" East, a distance of 303.95 feet to a 5/8-inch iron rod found for comer; --North 60°32'22" East, a distance of 114.22 feet to a 5/8-inch iron rod found for corner; --North 00°58'25" East, a distance of 13.09 feet to a concrete monument found in the south right-of-way line of West University Drive; TNENCE leaving the northeasterly right-of-way line Interstate Highway No. 35 with the south right-of-way line of West University Drive, the following courses and distances to wit: --South 88°56'28" East, a distance of 2440.06 feet to a 5/8-inch iron rod with "KtiA" cap set for corner; --South 89°01'07" East, a distance of 117.72 feet to the PO{NT OF BEGtNNING and containing 256.91 acres of land. � Bearing system based upon Texas State Plane Coordinate System, using monuments R0610108 AND RQ610060. 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 estabiished by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. Page 4 of 6 ❑�❑ bm{ey+lam � erid Assodetes, Inc. E M O �[7 M � � w w x � W � �. 3 v � a �W > V! O a� I � 0 a E c� — w J u N O O N O a � u � � � � � � .. � v w lt X �l � , � W z � 3 SCALE: 1 inch = 500 ft. PART ONE, 153.37 ACRES FRANC/S BATSON SURVEY, ABSTRACT NO. 43 ClTY OF DENTON, DENTON COUNTY, TEXAS BGWNlE BRAE S7RFEi (v�n��eue wam aue�tc �aarr-o�- PART 1 . 153.37 ACRES CALLED fYl:f758 ACR6 DESCRiPTIQN Q�" SHEPHAR� HALL 7RAC7 (TRACT 2J �ENTiJN H7lLNEW, L.P. D.G:C.F. Nv. 20D5-127450 N.P.ftO.GT. 318.04' � '� N00�7'04'W " 'ge ' b'�o' � . 8>. �� wM z= • � _ , o . g$ �,b �'1 � n � ��z� � � � � \ � � \ _ �' ` , / B' LOT 1 $AMY AOpT1GN 1�C1�' 13. AG, �7 P.RD.C.T. PorNr a� BEGINNING (PART ONE) CALLfD 22200 ACRES (TRACT J) pUAN7UM ot DEN7tYJ SELF STA4AG£, LLLP LOL. 802�, PC. 01667� R.P.R.0.G T. CAl1fD 21017 ACRES (1RACT 2) OVANNN ot Ot7J70N SAF STORAGE, Lltf' VO(. 5021. PG. 018F7 —� R.P.R.D.C�7. ��g`�,��, 3oiszoa ' ^ �� $y �'"i„�a N � N rn ��q� �0 01� v �N � z �' �� 0059'4TW `µi(m 765_6J65 AfRES DESCPoPRpJ f}cSNEPHARD HW. iRAGT (fRAC� i) DFNTPV MLLLE15; LP. D.CGF. Nw ?005-IT7460 R.P.R.O.C.T. �� IpPRT ncrres (irr�cr q I,,��c��' �� sr�� ^,9 �, A 4 Q qQ�a�C9G � o �'aVGF�p�p i g BB'B M,60,B�lOS � 0' 3 CAt1ED ifl269 ACftES N q 1� � QENipV PROPERTY � JOIN7 YENNRE :'� � . � � 0.C.C.F. No. 00-R0101J70 � �'1 n.r.rr.o.c r. . �'+ s32.a� ,� piGNW�wa�N°`�� N'firo� 54 W i�� 9�, P"�' Page 5 of 6 ❑� bmley�iom �❑ end Assodeiss, inc. E M 0 vi n 0 0 � � M i _ � x �, rn 3 v a � o � �o aE �^ u N N 0 a � } � � � w vv ii X /� A O;i2 '� ��i 14.: N4fi'04 12'E 171. oi' N w E S SCALE: 1 inch = 600 ft. PART TYVO, 256.9'/ ACRES B.B.B. & C.R.R. COMPANYSURVEY, ABSTRACTNO. 192 CITY OF DENT0IV, DENTON COUNTY, TEXAS �� p� 6� � 1,S 09' R� �� o ��C2�� i. 4� ��9b �� p��'n N15^50'JO"W J8.J2' /�r N88'4B'26"W t 318. 4 i. 7J' \ CALLED I21.4759 AQtES OESCRIP710N OF SNEPNARD NALL lRACT (TRAC7 2 OENTQV HItLHEW, P. D.GC,F. No 2005-IZ7i50 �/�R� R.P.R.O.C.7. I r•� \ MEST UNIYfR9IY Dlil►£ ((/,S MGHk'AY Ha 33D) /�,�(rzaoe-iwr �rcr waic awr-v-r�ty LOi Y PO1NT OF wa �,aw tor a �Mf.Y 6EGINNING �,,o. a, �,;. (PART iW0) PR0.GT. r�,w�sfnv �o4'anw� ha r � CAe. B, SIJD£ J1 P.R.D.GT. . � %i 5! so�roe'ze'►v ss9roa'J4 E 600.00' PART 2 256.91 ACRES CALtED Z63.6JGi AptES DESp7IPA0N Q` SHEPHARO HAi1 7RAC7(JRACT 1) DfN70N NtLLNEM; LP. o.c.c.F No. soos-tzu�o R.P.R.O.C. i. N88'58 00'W �57 J15 761.56' • Rm.i920 � L-34J.B :`� CH=S/7t74'48 $ � CAllED 265.6J65 ACRES N O OFSQtiPlION OF SNfPHARO HALI. O� LY.m.J77.� TAACT (TRAC7 7) lV o� o.Gc.��o ioosµ'i2i4so �� SYWlP�URE 57REET cn a.a.a.a.c.r. z "� n" �� -"�° :,nrt�t".r\ ' � � �` 7J0.60' _ � `a �� . � <� E ii� � � � ui � n h Z' o n � � 3 M � i S � � � x w rn 3 v` 6, • Q �' d�45a1'58' a 3' R=321.07' o v '�y Lm25235' I o p' CH=N23'19'47 E ¢ E ix=z�iJ.9�� w 511 41't0'E o 10.57' o � 539:73'S0'W � I1.4�' u r > � � �.. � v m Page 6 of 6 �- X ❑� Klmlay+iom �❑ erKiAssodetes.lna � � � SITE Parcels G"I ZS-V V V "I Site Location � � � 0 J85 770 7,540 Feet �:'::. \\' — __ —"\ I CIl"7' � or �l� 1 �l� Development Services • GIS .. Date: t!18R018 ie Ciry of Denton has prepared maps for departmental use. These are not official maps of the City of Denlon and should not be used for legal, engineerinq or surveYinq purposes but rather for reference purpose§. These maps are Ihe propertv � e Cit of Denton and Bave been made available to the public based qn the Pubfc InformaUon ACL The Ciry of;Denton makes eve eHortto proriuce and pubhsh ihe most current and acwrate mformat�on poss�ble. No warzanties, expressed � _, _y ,_,.--•�- �-•- �----- -- ---- -- �- -�--- ,,..-� -- -,.� - --- -J--�-- -�---�--� - --� ---�----7..�.- -�-�-----� Exhibit C 35.7.15. - Rayzor Ranch Overlay District. The Rayzor Ranch Overlay District classification is hereby defined with respect to approximately four hundred ten (410) acres of land, legally described in Exhibit "A" to Ordinance 2008-018. 35.7.15.1. Purpose. The purpose of establishing the Rayzor Ranch Overlay District is to: A. Ensure compatibility of new construction with the existing scale and characteristics of surrounding properties; and B. Protect and enhance specific land features which have characteristics distinct from lands and structures outside this Special Purpose District; and C. Provide within the Rayzor Ranch area a combination of land uses arranged and designed in accordance with sound site pianning principles and development techniques; and in such a manner as to be properly related to each other, the immediate surrounding area, the pianned • mobility system, and other public facilities, such as water and sewer systems, parks, schools and utilities. 35.7.15.2 Application of Regulations. A. The Rayzor Ranch Overlay District shall be consistent with the Denton Plan. B. The regulations included in this Ordinance apply to the portions of Rayzor Ranch that are located both north and south of US 380/West University Drive (US 380). The portion of Rayzor Ranch north of West University Drive (US 380) is hereinafter referred to as Rayzor Ranch Marketplace and the portion of Rayzor Ranch located south of West University Drive (US 380) is known as the Rayzor Ranch South Campus. C. The development regulations that are applicable to properties north of US 380, including those that have building permits issued or in process at the date of adoption of this ordinance (specifically Lots 6R, 7R, 8R, 9, 10, 12 and 13 of the Rayzor Ranch North Addition), and the Cook Children's tract and the Denton Municipal Electric (DME) Substation tract south of US 380 are governed the regulations established in Ordinances 2008-284 and 2009-169. D. The City rules and regulations applicabie to the develo�ment of property located within the NRMU and RCC-D zoning districts are appiicable, except as otherwise provided by this Overlay District and further restricted or excepted herein and may not be varied or excepted other than by amendment of these standards. E. Provisions for solid waste receptacles shall follow the City of Denton Solid Waste Criteria iUianual. F. The District shall retain the underlying zoning district and be noted with an overlay designation on the Official Zoning Map. G. The District may be developed in phases. If the common amenities for future phases, including but not limited to open spaces, landscaping and/or recreational facilities are not yet constructed; a phasing plan may be considered as a component of the final plat. If provided, a phasing plan shall contain a graphic and narrative document that indicates the sequence and time of construction, provides a description of the phasing order (e.g. 1, 2& 3) and includes infrastructure requirements for each phase, as amended from time to time with approval of the City Manager. H. Before buiiding permits may be issued for any portion of the project, a Site Plan for that portion of the project must be approved in conformance with this Ordinance and applicant must demonstrate compliance with this ordinance and all attached exhibits. The site plan requirement does not apply to Lots 6R, 7R, 8R, 9, 10, 12 and 13 of the Rayzor Ranch North Addition. All other properties north of US 380 and the Cook Children's tract and the Denton Municipal Electric (DME) Substation tract south of US 380 are governed by the regulations established in Ordinances 2008-284 and 2009-169 including Section 35.7.13.5 Marketplace - Subarea 2 Development Standards (RR-3, P, and RR-2) that states in part: Permitted Uses. These uses must be located within the Subareas as shown on the attached Exhibit B. Development within Rayzor Ranch shall conform to the adopted Concept Plan attached as Exhibit "B" to these regulations. The Concept Plan is intended to be used as the first step in the overiay development process. The Concept Plan establishes the initial pian for general zoning guidelines in the District by illustrating in graphic form both internal and external streets, thoroughfares, other means of access, open spaces, natural resources, uses, densities, intensities and height. Any adoption of or amendment to the Concept Plan shall follow the procedures for Zoning Amendments in Section 35.3.4 of the Denton Development Code. The following information should be provided for a complete Concept Pian: a. The date, written and graphic scale, north arrow, proposed name of the development, key map showing the location of the development in relation to existing streets and highways and dates of preparation and revisions. b. The name and address of the property owner or owners, and the design professional preparing the plan. c. The names of the record owners of adjacent land. d. Title Block containing: Proposed name of the subdivision or lot of record, acres in platted and unplatted land and total of those acres, survey and jurisdiction (City of Denton, County of Denton, Texas, for example). e. Acreage of the project. f. Show and label any proposed phasing limits. g. Survey boundaries of the project (or references to the survey). h. Proposed general land uses and the acreage of each subarea as defined in Exhibit B, including open space locations. i. Proposed street layout (arterial level required, collector and local to be developed by the applicant and reviewed by staff) and general location of internal and external streets, alleys, thoroughfares, and other means of access. j. Development Standards: i. Maximum height of buildings; ii. Minimum lot area; iii. Minimum lot width and depth; iv. Building setbacks; v. Maximum lot coverage; vi. Maximum floor to area ratio; vii. Off-street parking standards. k. One-hundred-year floodplain, floodway and major drainage ways. I. City limits and Extraterritorial Jurisdiction (ETJ) boundaries. m. Zoning districts and land uses on project and adjacent lands. n. Preliminary water and sanitary sewer layout and drainage facilities locations. J. Site Plan—Site Plans are intended to demonstrate and confirm that each phase of-development moving towards construction complies with all of the design requirements of this Ordinance and the applicable portions of the Denton Development Code. Site Plans shall substantially conform to the Concept Plan as depicted in Exhibit B. The following requirements shall apply: 1. The District may be developed in multiple phases. If the District is developed in phases, a Site Plan shall be approved for each phase. However, this section does not preclude the approval of an overall Site Plan for the entire District, or a substantial portion of the District, at the option of the property owner. 2. Site Plans shaii be approved by the Planning and Zoning Commission in lieu of the Staff Review Procedure under Sec. 35.3.7 of the Denton Development Code. The Planning and Zoning Commission decision on Site Plans may be appealed to the City Councii by the applicant; however, no further public hearing notification or public hearing shall be required on appeal. If appealed to City Council, the City Council's decision on a Site Plan is final. 3. Complete Site Plans shall confirm the zoning details previously approved in the Concept Plan as well as provide additional design and architectural standard details by illustrating in a graphic form the following: a. Acreage in project shown by survey and certified by a registered surveyor; b. Permitted land uses and acreage of each land use; c. Land uses and zoning of adjacent properties; d. Drainage facilities; e. Other existing or proposed off-site improvements as required; f. Location, type and size of all streets, alleys, parking lots and spaces, loading areas or other areas to be used for vehicular traffic; g. Proposed access and connection to existing or proposed streets and traffic generated by the proposed uses; h. Non-residential: location, maximum height (in feet), minimum setbacks, and maximum floor area ratio (FAR) of buildings; i. Residential development must show number, location and dimension of all lots, minimum setbacks, number of dwelling unit and density; j. Location of all creeks, ponds, lakes, floodplain, and/or other water retention or major drainage facilities and improvements; k. Location size and route of ali major water, wastewater, electrical lines and other facilities necessary to serve the project; I. Location of all protected trees (10+ inches) and a detailed landscape plan demonstrating compliance with the approved landscape requirements for Rayzor Ranch as set for in Exhibit "D"; m. Location, type and size of all fences, berms, or screening features; n. Sidewalks or other pedestrian or bicycle access; o. Building elevation(s); and p. Demonstrated compliance with the architectural standards in Exhibit C, with attached appendices as appiicable. K. Approval Criteria. Site Plans shall be approved if: 1. The Site Plan substantially complies with the Concept Plan previously approved by City Council; 2. The Site Pian provides for the design and arrangement of driveways and parking spaces in accordance with the applicable requirements of the Denton Development Code, as modified by the Rayzor Ranch Overlay District; 3. There are adequate utilities, drainage and supporting infrastructure or it shall be provided in accordance with the applicable requirements of the Denton Development Code, as modified by the Rayzor Ranch Overlay District; 4. The Site Plan fully complies with all other sections of the Rayzor Ranch Overlay District. L. Minor Amendment. The Director of Development Services may approve minor aesthetic deviations to architectural elevations and other approved site design standards and details associated with the Rayzor Ranch Overlay District, if necessary to protect the viability of the district as a whole, except that no amendment may change any use restriction or subarea boundary. M. Expiration of Site Plan. Any approved Site Plan shall be valid for twenty-four (24) months from the date of its approvai. If no construction begins pursuant to a building permit issued for the property within the twenty-four (24) months, the site plan shall expire and no longer be valid. The Planning and Zoning Commission may, for good cause, extend for up to three hundred sixty (360) days the expiration date of the Site Plan. 35.7.15.3 Land Divisions. The Rayzor Ranch overlay district shall be divided into two (2) major divisions, separated generally by US 380 (University Drive): the Rayzor Ranch Marketplace; and the Rayzor Ranch South Campus. A. The Rayzor Ranch Marketplace shall be divided into three (3) subareas as depicted in Exhibit B and detailed below. 1. RR-3— The Rayzor Ranch Marketplace RR-3 Area, depicted as RR-3 on Exhibit B, is intended as a retail area with uses allowed in the RCC-D zoning district ciassification and use designation, as further modified by this overlay zoning district, and designed to promote the overall character and purpose of this overlay district. The RR-3 section of the Rayzor Ranch Marketplace (RR-3) is referred to as the RR-3 Area in the Architecturai Standards, Landscape Standards, and Signage Standards in Exhibits B, C, D, and E, and vice versa. 2. RR-2— The Rayzor Ranch Marketplace RR-2 Area, depicted as RR-2 on Exhibit B, is intended to as a retail area with uses allowed in the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district, and designed to promote the overall character and purpose of this overiay district. The RR-2 section of the Rayzor Ranch Marketplace is referred to as the RR-2 Area in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits B, C, D, and E, and vice versa. 3. Residential (NRMU-12 & NR-3)— The Rayzor Ranch Marketplace Residential Area, depicted as NRMU-12 and NR-3 on Exhibit B, is intended for residential development. Development standards for this area are provided in Exhibit C-4. B. The Rayzor Ranch South Campus shall be divided into the following five (5) subareas, as depicted in Exhibit B: 1. Town Center (RR-1)— The Town Center (RR-1), depicted as RR-1 on Exhibit B-1, is intended to define a mixture of certain specified nonresidential, retail and residential uses currently allowed within the RCC-D zoning district classification and use designation, as further modified by this overiay zoning district, and designed to promote the overall character and purpose of this overlay district. The Town Center (RR-1) is aiso referred to as the RR-1 Area in the Architectural Standards, �andscape Standards, and Signage Standards in Exhibits B, C-1, D-1, and E-1 and vice versa. 2. South RR-2 District— The South RR-2 District is intended to define certain specified uses currently allowed within the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district. The South RR-2 District is also referred to as the South RR-2 Area in the Architectural Standards, Landscape Standards, and Signage District in Exhibits C-1, D-1, and E-1. 3. South Mixed-Use District—The South Mixed Use District is intended to accommodate certain specified nonresidential, single-family and multi-family residential uses, as further modified by these overlay requirements. The South Mixed-Use District will also be referred to as the RR, BH, MF, O, CC, P, Hotel, and SF Areas in the Architecturai Standards, Landscape Standards, and Signage Standards in Exhibits to be incorporated in Exhibits C- 2, D-2, and E-2. 4 4. DME Substation— The DME Substation property is intended to accommodate a utility substation and is governed by the regulations established in Ordinances 2008-284 and 2009-169. 5. Cook Children's Hospitai— The Cook Children's property is intended to accommodate a hospital and is governed by the regulations established in Ordinances 2008-284 and 2009- 169. 6. Drill Pad— The Drill Pad property is intended to accommodate gas well development, and is governed by Ordinances 2008-284 and 2009-169, and further restricted by Specific Use Permit (SUP) No. S09-0006, Ord. No. 2009-257. 35.7.15.4 Development Standards. A. Generally. The Rayzor Ranch Overlay establishes architectural and landscape design as development standards to effectuate the purpose of the district. The City rules and regulations applicable to the development of property in the RCC-D and NRMU districts are appiicable, except as otherwise provided by this Overlay District and further restricted or excepted herein. B. Definitions. The following definitions shall apply to the Rayzor Ranch Overiay District: 1 Amenity Center: A facility used by and for the benefit of the members of an HOA, Common Ownership Entity, or Multifamily complex. Amenity Centers may include indoor and outdoor components and facilities including, but not limited to; pools, gym/fitness center, game rooms, offices, meeting rooms, and lounges. 2. Big House: A type of residential development where ten (10) or fewer dwelling units are located in a single building which is intended to resemble a single large house. The dwelling units can be vertically or horizontaily integrated. Dwelling units developed as a Big House use will count towards the total number of multi-family dwelling units and not toward the total number of single-family dwelling units allowed in Rayzor Ranch listed in Section 35.7.15.7.A.1. 3. Continuing Care Retirement Center: A facility that integrates multiple senior living options into one (1) facility including skilled nursing, assisted living, dementia care, as well as independent living. This use is not considered a multi-family dwelling unit. (Ordinance No. 2007-110). 4. Convention Center: A facility used in connection with a convention or meeting center, or similar facility, including auditoriums, exhibition halls, facilities for food preparation and service, parking facilities, administrative offices and ancillary development such as a hotel. 5. Garden-Style Home: A single-family dwelling on a separate lot with building setbacks only on three (3) sides commonly developed in a cluster formation. This development type is also known as zero lot line homes or patio homes. 6. Helipad: A landing pad for occasional use by rotary wing aircraft. Regularly scheduled stops and fueling or servicing facilities are not permitted as part of this use. 7. Open Space: Open space includes all surface areas of the project that are not covered with enclosed buildings, or parking and drive areas. Pedestrian plazas and sidewalks (covered or uncovered) count as Open Space. In addition, areas of Rayzor Ranch, such as easements or rights-of-way, that may be owned or controlled by a governmental agency, but that are being maintained privately, will count towards the open space and landscape area requirements. Open Space in the Marketplace shali be defined by Ordinance 2009-169. 8. Plaza or Public Area Space: An area identified on an approved Site Plan which is designated for public or civic use. This area can be part of a private development or included within a Park. 9. Rayzor Ranch: The comprehensive development which includes all phases defined within the Rayzor Ranch Overlay District. (Ordinance 2008-284). 10. Storm Water Control and/or Detention Areas: Facilities dedicated to the collection, or transportation of storm water runoff. 11. Storm Water Control: Storm water controis (sometimes referred to as best management practices or BMPs) are constructed storm water management facilities designed to treat storm water runoff and/or mitigate the effects of increased storm water runoff peak rate, volume and velocity due to urbanization. 12. Storm Water Quality Areas: Facilities for the collection and treatment of storm water runoff. 13. Townhouse-style: A dwelling structure not to exceed three (3) stories in height, containing a minimum of three (3) and no more than eight (8) dwelling units within a building, which is constructed in a series or group of attached units on one (1) lot, up to eight (8) units, meeting fire protection requirements and the following additional requirements. Seventy-five (75) percent of the dwellings built in compliance with the Townhouse Style development regulations are considered attached single-family dwelling units for the purpose of calculating the total number of units allowed in the Rayzor Ranch South Campus and will count towards the totai number of single-family attached dwelling units and not toward the total number of multi-family dwelling units allowed in Rayzor Ranch listed in Section 35.7.15.7.A.1. Conversely, twenty-five (25) percent of each phase of the Townhouse-style dwellings constructed shall count against multifamily. a. Each unit features at least two (2) points of direct exterior access to the structure; b. Each unit is separated from the other dwellings in the structure by fire rated common walls; c. No units are vertically above or below another uses or unit within the structure; d. Each unit features an individual meter for each utility; and e. Each unit features access to a public street or alley. 35.7.15.5 Marketplace—Subarea 1 Development Standards (SF-1) as defined in Ordinance 2008-284. A. In Subarea 1 of the Rayzor Ranch Marketplace, the City rules and regulations applicable to the development of property located within the NR-3 and NRMU-12 zoning districts are applicable to the respective areas shown on Exhibit B, except as otherwise provided by this Overlay District and further restricted or excepted as follows: Permitted Uses. The foliowing uses must be located within the NR-3 and NRMU-12 portions Subarea 1 as shown on Exhibit B and as further defined in Exhibit C-4. a. NR-3: Single-family dwellings b. NRMU-12: Single-family dwellings, attached single-family dwellings (townhomes), and big houses c. Amenity Center. Accessory garages and storage 2. Design Standards. a. Exhibit C-4 to this ordinance sets forth the site design, landscaping, and architectural standards for both the NR-3 and NRMU-12 portions of Subarea 1 of the Rayzor Ranch Marketplace. 35.7.15.6 Marketplace—Subarea 2 Development Standards (RR-3, P, and RR-2) as defined in Ordinance 2008-284. In Subarea 2 of the Rayzor Ranch Marketplace, the City rules and regulations applicabie to the development of property located within an RCC-D zoning district are applicable, except as otherwise provided by this Overlay District and further restricted or excepted as follows: Permitted Uses. These uses must be located within the Subareas as shown on Exhibit B as fol lows: A. RR-3: Wholesale sales; retail construction materials sales with a minimum fioor area of one hundred thousand (100,000) square feet; quick vehicle servicing; garden center with container plant materials and associated garden supplies only accessory to retail or a home improvement center in excess of one hundred thousand (100,000) square feet, retail sales and services, restaurants, parks and open space and professional services and offices. All other uses are prohibited. B. RR-2: Retail sales and services, restaurants, drive-through facilities, indoor recreation, parks and open space and professional services and offices. Aii other uses are prohibited. C. P: Parks and open space, water quality feature as defined in this ordinance. All other uses are prohibited. 35.7.15.7 South Campus—General Use and Development Standards. A. Residential Dwelling Units. The South Campus shall not exceed the following number of dwelling units by type: a. One hundred eighty-five (185) single-family detached dwellings; b. Four hundred ninety-six (496) single-family attached dwellings; c. One thousand eight hundred (1,800) multi-family units. i. One thousand fifty (1,050) of the allowed one thousand eight hundred (1,800) muiti-family dwelling units are to be constructed inside the Density Zone and cannot be rented by the room and cannot contain more than three (3) bedrooms in any individual unit. ii. The remaining seven hundred fifty (750) multi-family dweiling units can be built within those areas identified for MF uses within Exhibit B and cannot contain more than three (3) bedrooms in any individual unit. d. Approved densities shall be contingent upon demonstration that pianned public infrastructure is sufficient to sustain the herein approved densities. 2. The first seven hundred fifty (750) multi-family residential units in the South Campus shall not be permitted or constructed untii the non-residential component of Phase 1 of the Town Center (RR-1) has had a site plan approved, and until the first one hundred thousand (100,000) square feet of the Town Center (RR-1) and RR-2 construction has: (1) received buiiding permits, and (2) has been inspected and issued a green tag by the City for the buiiding foundations. The remaining one thousand fifty (1,050) multi-family residential units may be permitted and constructed when the first six hundred thousand (600,000) square feet of the Town Center (RR-1) and RR-2 construction has received buiiding permits and the City has inspected and issued a green tag for the building foundations. B. South Campus—Town Center (RR-1). The Town Center (RR-1) property is located within an RCC-D base zoning district. Permitted uses are limited to the specific land use categories set forth below, as defined, limited and permitted by the Denton Development Code for the RCC-D zoning district classification and use designation, or as further restricted or excepted in this overlay. Permitted Uses: i. Hotels; ii. Retail Sales and Services; iii. Movie Theaters; iv. Restaurants; v. Drive-through Facilities; vi. Professional Services and Offices; vii. Outdoor Recreation, including an amphitheater; viii. Indoor Recreation; ix. Commercial Parking Lots; x. Parks; xi. Open Space; xii. Hospital; xiii. Medical Centers; xiv. Convention Center xv. Storm Water Control and/or Detention; xvi. Major Event Entertainment; xvii. Storm Water Quality Areas; xviii. Multifamily. b. Ailowable with limitations: i. Community Service - Restricted to museums, educational facilities and governmental uses only. c. Allowable through Specific Use Permit approvai: i. Basic Utilities; ii. Group Homes. d. Sexuaily-oriented businesses and all other uses defined by the Denton Development Code are prohibited. 2. Density and Intensity: a. The maximum F.A.R. shall be 4.0. b. The maximum lot coverage shali be ninety (90) percent in accordance with Appendix D-1. c. The minimum landscaped area shall be ten (10) percent in accordance with Appendix D-1. d. The minimum tree canopy coverage at maturity shall be twenty-five (25) percent in accordance with Appendix D-1. e. The maximum building height shall be one hundred (100) feet above grade, except for hotels and office uses which shall not exceed two hundred (200) feet in height above grade. No structure shall exceed a maximum height above mean sea level as determined by the Federal Aviation Administration (FAA) or other appropriate regulatory agency. f. As set forth in Figure 2 of Section 35.13.13.2 of the Denton Development Code, a residential proximity slope shall be present between new development within the Rayzor Ranch South Campus and an existing single-family use outside of the Overlay District. A thirty-five-degree residential proximity slope angie is measured from a point forty (40) feet above grade at the minimum setback line. 3. Design Standards. a. Exhibits C-1, D-1, and E-1 to this ordinance set forth the Architectural Standards, Landscape Standards, and Sign Standards for the Town Center (RR-1). C. South Campus—South RR-2 District. 1. The South RR-2 District property is located within an RCC-D base zoning district. Permitted uses are limited to the specific land use categories set forth below, as defined, limited and permitted by the Denton Development Code for the RCC-D zoning district classification and use designation, or as further restricted or excepted in this overlay. a. Permitted Uses: i. Hotel; ii. Retaii Sales and Services; iii. Movie Theaters; iv. Restaurants; v. Drive-through Facilities vi. Professional Services and Offices; vii. Quick Vehicie Servicing; viii Outdoor Recreation; ix. Indoor Recreation; x. Parks; xi. Open Space; xii. Hospital; xiii. Medical Centers; xiv. Convention Centers; xv. Storm Water Control and/or Detention; xvi. Storm Water Quality Areas. b. Allowable with Limitations: i. Community Service—Restricted to museums, educationai facilities and governmental uses only. c. Allowable through Specific Use Permit approval: i. Group Homes; ii. Basic Utilities; d. Sexually-oriented businesses and all other uses defined by the Denton Development Code are prohibited. 2. Density and Intensity: a. The maximum F.A.R. shall be 4.0. b. The maximum lot coverage shall be ninety (90) percent in accordance with Appendix D-1. c. The minimum landscaped area shall be ten (10) percent in accordance with Appendix D-1. d. The minimum tree canopy coverage at maturity shall be twenty-five (25) percent in accordance with Appendix D-1. e. The maximum building height shall be one hundred (100) feet above grade, except for hotels and office uses which shall not exceed two hundred (200) feet in height above E grade. No structure shall exceed a maximum height above mean sea level as determined by the Federal Aviation Administration (FAA) or other appropriate regulatory agency. f. As set forth in Figure 2 of Section 35.13.13.2 of the Denton Development Code, a residential proximity slope shall be present between new development within the Rayzor Ranch South Campus and an existing single-family use outside of the Overlay District. A thirty-five-degree residential proximity slope angle is measure from a point forty (40) feet above grate at the minimum setback line. 3. Design Standards. a. Exhibits C-1, D-1, and E-1 to this ordinance set forth the Architectural Standards, Landscape Standards, and Sign Standards for the South RR-2 District. D. South Campus - South Mixed Use District. 1. The South Mixed Use District property is located within the RCC-D and NRMU base zoning districts. Permitted uses are limited to the specific land use categories set forth below, as defined, limited and permitted by the Denton Development Code for the RCC-D and NRMU zoning districts classification and use designation, or as further restricted or excepted in this overlay. a. Permitted Uses, except as follows: The only uses permitted within the area designated as SF in Exhibit B are Single Family Dwellings, Attached Single Family Dwellings, Community Homes for the Disabled, Parks, and Open Space. The uses below are permitted within the area designated as BH/MF/O/SF in Exhibit B except for Hotels, Retaii Sales and Services, Movie Theaters, Restaurants, Drive-Through Facilities, Quick Vehicle Servicing, Indoor Recreation and Convention Center are not permitted. i. Single Family Dwellings; ii. Attached Single Family Dweilings; iii. Community Homes for the Disabled; iv. Multi-Family Dwellings. v. Townhouse-style Dwellings; vi. Hotels; vii. Retail Sales and Services; viii. Movie Theaters; ix. Restaurants; x. Professional Services and Offices; xi. Indoor Recreation; xii. Parks; xiii. Open Space; xiv. Hospital; xv. Medical Centers; xvi. Big Houses; xvii. Elderly Housing; xviii. Continuing Care Retirement Centers; xix. Convention Center; xx. Storm Water Control and/or Detention; xxi. Storm Water Quality Areas; m b. Allowable with �imitations: i. Community Service - Restricted to museums, educational facilities and governmental uses only. c. Allowable through Specific Use Permit approval: i. Major Event Entertainment; ii. Group Homes; iii. Basic Utilities; iv. Helipads as an accessory use to a Hospital. v. Quick Vehicle Servicing (SUP required when abutting residential use or zoned property, otherwise use is permitted in the RR designated areas as shown in Exhibit B); vi. Drive-through Facilities (when abutting residential use or zoned property otherwise use is permitted in the RR designated areas as shown in Exhibit B); d. Sexually-oriented businesses and all other uses defined by the Denton Development Code are prohibited. 2. Density and Intensity. a. The maximum F.A.R. shall be 4.0. b. The maximum lot coverage shall be 90% in accordance with Appendix D-2. (80% for Single-Family Detached Residentiai) c. The minimum landscaped area shall be 10% in accordance with Appendix D-2. (20% for Single-Family Detached Residential) d. The minimum tree canopy coverage at maturity shall be determined in accordance with Appendix D-2. (40% for Single-Family Detached Residential) e. The maximum building height shall be 65 feet for single-family and townhouse, 100' for all others, except for hotels and office uses which shail not exceed 200' in height above grade and shall not exceed a maximum height above mean sea level as determined by the Federal Aviation Administration (FAA) or other appropriate regulatory agency. f. A residential proximity slope shall be present between new development within the Rayzor Ranch South Campus and an existing single-family use outside of the Overlay District. A 35-degree residential proximity slope angle is measure from a point 40 feet above grate at the minimum setback line. 3. Design Standards. a. Exhibits C-2, D-2 and E-2 to this ordinance set forth the Architecturai Standards, Landscape Standards, and Sign Standards for the South Mixed Use District. These will be incorporated at a later date. b. In addition to these Overlay regulations, all multi-family development will comply with the site design standards in Exhibit C-3. 35.7.15.8 Landscaping and Tree Mitigation. A. Subchapter 13 of the Denton Development Code and Site Design Criteria Manual shali apply to the Rayzor Ranch South Campus regarding landscaping and Tree Mitigation. Additionally, the following standards shall apply: 1. Landscaping and Tree Mitigation shall meet the standards as set forth in Exhibits D, D-1 and D-2 of this Ordinance. 2. Trees planted to address tree mitigation will be credited on the actual caliper inch of the tree planted. 11 3. Required tree mitigation funds will be put into a segregated tree mitigation account administered by the City of Denton. These funds wiil be released back to the Developer incrementally at the rate of one hundred twenty-five doilars ($125.00) per caliper inch for trees planted by the Developer, as the Developer certifies to the City that the trees have been planted and are in a healthy condition and the City arborist confirms that the trees have been planted and are in a healthy condition. 4. Mitigated trees may be planted throughout the Rayzor Ranch property or as specified in Exhibits D, D-1 and D-2. 5. Any open space, tree canopy, landscape area, and tree mitigation credits established pursuant to Ordinance 2009-169 may be appiied throughout the entirety of Rayzor Ranch. 6. Open space, tree canopy, and landscape shall be calculated as part of the entirety of Rayzor Ranch rather than on a site-by-site basis. 7. Tree preservation requirements can be found in Subchapter 13 of the Denton Development Code. 8. Refer to Table 35.13.7.8 in the Denton Development Code for preservation and mitigation requirements. 35.7.15.9 Architecture. A. Architecture must meet the standards set forth in Exhibits "C", "C-1 or C-2" of the Ordinance and shall meet the guidelines stated in each District Design heading as stated within the Ordinance. 35.7.15.10 Parking Standards. A. The rules and regulations per Subchapter 14 of the Denton Development Code and Site Design Criteria Manual shall apply to the Rayzor Ranch South Campus regarding parking standards with the following exceptions: Maximum Allowable Number of Parking Spaces. a. Subsection 35.14.4.F shall not apply to the Rayzor Ranch Overlay. 2. Parking in the rear or front. a. Subsection 35.13.13.3.0 is excepted to allow parking in front of a building (between the building and street or right-of-way), if it meets the requirements in the Landscape Standards, Exhibit D-1 or D-2 35.7.15.11 Drainage. A. General. In this overlay district, the drainage improvements shall be designed in accordance with the requirements provided in the Denton Development Code Section 35.19 and the Drainage Criteria Manual. 2. Final Acceptance or Certificate of Occupancy of any structure in the South Campus (RR-1 or RR-2) district may not be requested until the improvements to the detention pond west of Bonnie Brae Road and North of U.S. 380 are accepted by the Public Works Inspection Department. 3. Approval may not be granted for any Final Plat that does not comply with the stormwater requirements of the Denton Development Code and Criteria Manuals. B. Storm Water Quality. Preliminary and Final Plats within the drainage area south of US 380M/est University Drive, for land that drains into North Lakes Pond, will inciude provisions for onsite or regional storm water quality enhancement, including dedication of drainage easement areas as necessary to construct the storm water quality structural controls and management practices as described in Exhibit "F". Approximately seventy-six (76) acres of Rayzor Ranch South drains into the water quality/detention basin north of West University Drive (US 380). The 12 stormwater quality controls approved in the Rayzor Ranch iSWM Plan do not account for any hot spots poliuting areas south of University Drive. In the event of a proposed use within the seventy-six (76) acres met the definition of a hot spot poliutant generator, an evaluation of the capacity of the iSWM treatment train could be required and additional stormwater quality controls may be required. 2. The storm water quality controis shall be constructed as part of the storm drainage improvements for the development. 3. Engineering inspection fees shall be paid to the City for the inspection of ali storm water quality controls during construction. Upon City's request, designer shall certify to the best of the designer's knowledge, that the storm water quality controls and management practices were constructed in accordance with the approved plans. Building Permits are not prohibited by these additional drainage restrictions above, provided that a construction schedule is committed to for the improvements, an onsite detention pond has been constructed and accepted by the City, and all other applicable requirements for issuance have been satisfied. 35.7.15.12 Transportation. A. Required Improvements in Addition to Those Required by the Denton Development Code and Criteria Manuals: Required twenty-foot visibility triangles shall be measured from the curb line not the property line. 2. Allegiance Hillview, �.P. or its assignee wili construct, at its expense, those segments of Heritage Trail Boulevard and Panhandle Street abutting and adjacent to the Cook Children's Hospital Tract. Allegiance Hillview, L.P. or its assignee will work with City of Denton staff to set forth triggering points for roadway and other infrastructure improvements based on platting activity, traffic impact analyses, etc. 35.7.15.13 Street Standards. A. In this overlay district, the City rules and regulations regarding street standards, as well as the standards designed and incorporated by Section 35.20.2 shall apply. B. Traffic circies or roundabouts are allowed and encouraged in Rayzor Ranch subject to approval by the City Engineer and the Denton Development Code and Criteria Manuals. 35.7.15.14 Water and Wastewater Standards. A. In this overiay district, the City rules and regulations regarding water and wastewater standards shall apply. B. Allegiance Hillview, L.P. or its assignee will work with City of Denton staff to set forth triggering points for water and wastewater infrastructure improvements based on analysis, studies or models undertaken to support specific final plat activity. 35.7.15.15 Gas Well Development. A. Gas well development is permitted only within the area designated as the "Drill Pad" on Exhibit B, with Specific Use Permit approval from City Council prior to issuance of a gas well plat and drilling site plan. All gas well development will be subject to the requirements of the Denton Development Code, and as further restricted by Ordinances 2008-284, 2009-169, 2009-257, and 2015-233. 35.7.15.16 Property Owner Associations (POA). A. One (1) or more Property Owner Associations (POA) shali be established from the maintenance of all common property not fully dedicated for pubiic use. Documents establishing the POA must be submitted and approved as a required component of the final plat application, providing for the maintenance, repair, replacement and liability obligations of the POA for private roads, alleys, 13 gates, fences, street lighting, drainage and or other held facilities and/or common areas, appurtenances, associated ancillary items and improvements. 1. The POA shall authorize the City to file a lien, to foreclose, or to otherwise secure payment from property owners concerning the maintenance, repair and placement, in part or in whole, of all privately held common areas, including but not limited to stormwater control and/or detention areas, stormwater quality areas, street lighting and other appurtenances and/or other associated ancillary items. 2. The POA documents must be submitted to, reviewed and approved by the City Attorney, prior to final plat approvai for plats that include common areas. 3. The POA may not be dissolved, nor may deed restrictions and covenants providing for maintenance of common areas be deleted or amended, without prior written consent of the City Council and plat amendment. 4. The final plat and restrictive covenants shall contain language whereby the property owners defend and hold harmless the City from claims and suits for property damage or bodily injury (inciuding death) arising from the conditions, use or operation of any privately owned parks, open spaces, common amenities, streets or facilities. 14 EXHIBIi C-4 RAYZOR RANCH MARKETP�ACE SINGLE-FAMI�Y GUIDELINES The foliowing provisions apply to all Single-Family Tracts and Lots located within the Rayzor Ranch Marketplace lots zoned NR-3 and NRMU-12 and replaces Section 35.13.13.1 and 35.13.13.2 of the Denton Development Code, in its entirety. All other provisions of Subchapter 13 apply unless otherwise stated. A. Site Desiqn & Orientation 1. Refer to Appendix 1 for area(s) within the NRMU-12 zoned area to include detached single family. 2. Subarea 1 of the Rayzor Ranch Marketplace shall be designed and subdivided as depicted in Appendix 2 and described herein. 3. No two building elevations shall be repeated with less than 200 feet of separation. 4. Parking is not permitted between front facades of buildings and streets within public right-of-way greater than 20 feet. 5. All buildings abutting an existing single-family use or district outside of the Rayzor Ranch Overlay District shall be constructed to a maximum height of 40' 6. Buildings shail not front parking lots. 7. Buildings shall be directiy accessed from the street and the sidewalk with a minimum of one ground floor pedestrian entrance oriented toward or perpendicular to a street or private drive. a. Garage doors for attached garages may occupy no more than 40% of the total building frontage. This measurement does not apply to garages facing an aliey or courtyard entrance. 8. For alleys in the NRMU-12 zone, rear yard setbacks (ailey way) shall be 4 feet if at least two parking spaces are provided in a garage. This provision replaces rear yard requirements for NRMU-12 as described in Section 35.52.3 of the Denton Development Code. 9. For the NRMU-12 zone, end units of attached single-family dwelling buildings shall have a minimum side yard setback of 5 feet at right of way. Setbacks between units of attached single-family dwellings shall be zero feet. Front yard setbacks may vary from 0 feet to 5 feet minimum but no more than 50% of each block of attached single-family building shall have a 0 foot setback. This provision replaces the side and front yard requirements for NRMU-12 as described in Section 35.52.3 of the Denton Development Code. a. Sidewalks within the right-of-way shall be located against the curb. b. Distance from edge of street pavement to building front shall be minimum 10 feet. 10. For the NR-3 zone and all detached single-family dwellings, building setbacks shall be as defined for the NR-3 District in Section 35.5.2.3 of the Denton Development Code. B. Architectural Standards 1. Building frontages 100 feet in length or greater shall have recesses, projections, windows, arcades or other distinctive features to interrupt the length of building fa�ade. Elements including, but not limited to, balconies, setbacks, and recesses or projections greater than 16 inches may be used to articulate individual units or coliections of units. 2. Use of false door or window openings shali be defined by frames, sills, and lintels. 3. Ali building fa�ades shall and include no less than two of the elements listed below. Elements shali occur at intervals of not more than 100 feet horizontally. a. Color change b. Texture change c. Material change d. Medallions/accent pieces e. Decorative light fixtures 4. I-�oOts: a. If pitched roof forms (gable, hip, shed) with overhanging eaves are used, they shali be between three inches of vertical rise to 12 inches of horizontal run, and 12 inches of vertical rise to 12 inches of horizontal run. b. Metal standing seam roofing allowed. c. Asphalt roofing shingles shall be dimensional (shadow line) type and at least a "40 year" shingie. d. Clay tile, concrete tile, and siate allowed. 1. Photovoltaic shingles mimicking clay, concrete, or slate are allowed. e. Distinctively shaped roof forms, detailed parapets, parapet steps, or exaggerated cornice lines should be incorporated into rooflines along building far�ades greater than 75 feet in length. f. Flat roofs are permitted and shall have parapets as required to screen any roof top equipment. Parapets shall include an accent feature and shali not be greater than 15 feet in length without variation in height or accent feature. g. Photovoltaic panels shall be allowed with individual approvai by the Home Owner's/Common Ownership Entity. 5. Materials and Colors: a. For all facades that face a public or private street, windows and doors shall comprise at least 20% of the wall area. All other facades may be reduced to 10%, or may provide one window or door per sleeping area (as defined by the Building Code), whichever method provides for the greater coverage of windows and doors. Shutters, trims, or false windows, shall not count toward the minimum requirement. b. A minimum of 80% of the total net exterior wall area (total wall area less windows, doors, and related trim area) of each building elevation, excluding gables, shall be brick, native/natural stone, masonry, stucco, or cement fiber siding (up to 80% maximum of the net exterior wall area). c. The 20% balance of the net exterior wall shall be comprised of at least two of the following materials, which shall not be counted toward the minimum masonry requirement. EIFS. When used, EIFS shall be a minimum of 8 feet above grade. Architectural precast or tilt wali concrete with a textured finish. iii. Prefinished metal panels and corrugated siding materials. Such materials shall be factory prefinished with a minimum 20 year warranty. iv. Wood, all siding members must be individual boards (soffits may utilize sheet materials). Concrete Masonry Units, provided that the units are not painted, are integrally colored, have a highly textured finish, are classified as severe weather grade, and are not lightweight or featherweight concrete or cinder blocks. vi. Cast or manufactured brick or stone products. d. Windows may be residential type vinyl, aluminum, or wood with insulated glass. Window surrounds (trim) are required in all wails other than brick or stone. Storefront giazing systems shall be allowed in the amenity center. e. Color palette shall be of earth tones, gray tones, and neutral colors with other accent colors permitted up to a maximum of 10% of each fa�ade. C. Accessorv Structures 1. Accessory structures (including detached garages, and storage units) shall complement the main building architecture and use the same materials and color palette. 2. Accessory structures visibie from a public or private street or a residential use or district are subject to the same masonry and roofing requirements as the main buildings but are not subject to the other building design standards. Garage doors shall be metal or metal faced with wood. ��T: .. �. 1. Street Trees shail be provided along all public and private streets consistent with the requirements in Subchapter 35.13.7.0 of the Denton Development Code excepting to replace 35.13.7.C.3.a.i.1 and 35.13.7.C.3.a.i.2 with: a. One (1) tree per lot, evenly spaced, for developments with lots 60 linear feet or less of street frontage. b. Two (2) trees per lot, evenly spaced, for developments with lots greater than 60 linear feet of street frontage. 2. Amenity Center Standards a. All parking lots and areas for vehicle maneuvering or loading adjacent to Bonnie Brea Street must be screened from view from pubiic and private streets by a 15-foot landscape screening buffer. The 15-foot buffer is the area located between the right-of- way and the parking lot. Utility easements are ailowed to count towards part of the 15- foot wide right-of-way landscape screening buffer subject to required separation from utilities. The landscape screening buffer shall contain the following items. i. One large tree for every 40 feet or three small accent trees for every 30 feet. ii.. Landscape plantings containing at least one of the foilowing: a). Xeriscaping landscaping may be planted within the landscape area and shall require water irrigation for a period of three years for landscaping to be established. After three years, no irrigation is required. b). A minimum three foot high, when mature, continuous row of evergreen shrubs. The shrubs may be grouped and not planted in a continuous row provided that the shrubs overlap to form a continuous buffer. c). A minimum three foot high continuous wall made of any combination of wrought iron, stone, brick, or masonry. If wrought iron is used, vines shall be grown on the wrought iron to help screen the parking lot. d). A grass or landscaped berm, three feet high above the parking pavement surface. b. A minimum of 7% of the total parking area in lots of 20 spaces or more shall be landscaped. c. A minimum of 15% of the total parking area in lots of 20 spaces or more shali be covered by tree canopy. d. Landscape islands shali be evenly distributed throughout the parking areas. All landscape islands and endcaps shall be landscaped with sod or groundcover and include one large tree. 3. Buffer requirements set forth in Subchapter 13.13.8 shall only apply to residential districts adjacent to and outside of the Rayzor Ranch Overlay District. 4. Required landscape areas shall be inciuded in each individual detached single- family lot and the landscape areas for attached single-family lots will be included in common areas. E. j,j9j]tjilg 1. Lighting shall be provided for vehicular, pedestrian, signage and architectural and site features. 2. Site lighting fixtures used along public and private streets and in parking areas shall be no tailer than 25 feet high and the fixtures shall be of a consistent design within each project. This is not intended to require a consistent design within the whole of Rayzor Ranch. 3. Parking areas shall have a minimum average of 0.5 foot candle initial illumination Maximum illumination at property lines where the adjacent property allows single family or multi-family uses shali not exceed 0.1 foot candles. 4. Parking and Roadway/Street light sources shail be LED or metal halide. Yellow/orange source lights are prohibited from use. �ED lighting is strongly encouraged. 5. Parking and Roadway/Street lights shail generally be shielded to prevent upward diffusion (full cut off). F. Parkina8� Circulation 1. Parking areas must be paved with concrete, asphalt, concrete pavers, brick pavers, or durable pervious materials, and shall be curbed and guttered with concrete. Access drives must be paved, curbed and guttered with concrete in accordance with the development standards promulgated by the City. 4 2. The maximum allowable number of spaces specified in Subsection 35.14.4.F does not apply to the residential subarea of the Rayzor Ranch Marketplace. [� •3�'iT•�1ii•7 1. If walls or fencing are used to secure the perimeter of a development site in a singie- family zone, they must be a minimum of six (6) feet high and constructed of stone, brick, masonry, wrought iron, or wood. 2. Walls, fences, and columns must be constructed with appropriate structural footings and foundations to minimize movement and wall failure, and must be constructed with level wail/fence tops. � .�..- 1. Each entry point shall be allowed one monument sign as shown on the conceptual site plan in Appendix 2, with a maximum height of six feet and maximum effective area of 60 square feet at each entry into the development. Related architectural features (such as clock towers, obelisks, etc.) may be taller than six feet provided the signage mounted to such features is at a maximum height of six feet. 2. Monument signs are required to be setback a minimum of 20 feet from any public or private street and 10 feet from any rear or side property lines. �•• � � APPLICABLE ZONING DESIGNATIONS I_ • � �►1�7►:�� GENERA� USES Planning Staff Analysis Z18-0001/Rayzor Ranch Marketplace Residential City Council District 3 March 6, 2018 REQUEST: Hold a public hearing and consider adoption of an ordinance regarding an amendment to the Rayzor Ranch Overlay District to provide standards and criteria for the residential development within the Rayzor Ranch Marketplace Residential Area. The Rayzor Ranch Marketplace Residential Area includes approximately 40.7 acres generally located on the west side of North Bonnie Brae Street, approximately 1,400 feet north of West University Drive (US 380) in the City of Denton, Denton County, Texas. (Z18-0001, Rayzor Ranch Marketplace Residential, Hayley Zagurski). OWNER: KD Partners, LLC APPLICANT: Hodges Architecture BACKGROUND: This request is to establish the residential design and development criteria for the 40 acres north of the existing Rayzor Ranch Marketplace. The base zoning for the subject property is a split of Neighborhood Residential 3(NR-3) and Neighborhood Residential Mixed Use 12 (NRMU-12) Districts. The request does not change the density or intensity of uses permitted under the base zoning but does provide design and development criteria for the residential uses beyond what is currently provided in the Denton Development Code (DDC). The Rayzor Ranch Overlay District (RROD) was first created in 2007, and includes a total of 410 acres of land located on both sides of US Highway 380 between I-35 and Bonnie Brae Street. The RROD is intended to provide design criteria and development standards for the entire mixed-use development. The majority of the current overlay standards have been in place since 2010. However, architectural, landscape, and signage standards have not yet been established and incorporated into the ordinance for two areas of the overlay district: the residential area north of the Marketplace (where Wal-Mart, Sams, and Academy Sports are located) and most of the South Mixed Use District, which is primarily located along Heritage Trail Drive and west of Bonnie Brae Street south of University Drive. The request includes the following: L Update Section 35.7.15.3.A3 to state: "Residential (NRMU-12 & NR-3� The Rayzor Ranch Marketplace Residential Area, depicted as NRMU-12 and NR-3 on Exhibit B, is intended for residential development. Development standards for this area are provided in Exhibit G4." 2. Update Section 35.7.15.4.B.1 to provide the following definition: "Amenity Center: A facility used by and for the benefit of the members of an HOA, Common Ownership Entity, or Multifamily complex. Amenity Centers may include indoor and outdoor components and facilities including, but not limited to; pools, gym/fitness center, game rooms, offices, meeting rooms, and lounges." 3. Update Section 35.7.15.S.A to state: "A. In Subarea 1 of the Rayzor Ranch Marketplace, the City rules and regulations applicable to the development of property located within the NR-3 and NRMU-12 zoning districts are applicable to the respective areas shown on Exhibit B, except as otherwise provided by this Overlay District and further restricted or excepted as follows: 1. Permitted Uses. The following uses must be located within the NR-3 and NRMU-12 portions Subarea 1 as shown on Exhibit B and as further defined in Exhibit G4. a. NR-3: Single-family dwellings b. NRMU-12: Single-family dwellings, attached single-family dwellings (townhomes), and big houses c. Amenity Center d. Accessory garages and storage for residents 2. Design Standards. a. Exhibit G4 to this ordinance sets forth the site design, landscaping, and architectural standards for both the NR-3 and NRMU-12 portions of Subarea 1 of the Rayzor Ranch Marketplace." 4. Add design and development standards for the subject property referred to as Subarea 1 as provided in Exhibit G4. If the requested development standards are approved, the applicant proposes to subdivide the property to develop a maximum of 70 detached single-family residential units on the north side of the property and a maximum of 230 attached single-family units on the southern portion of the property. In addition to platting, a Site Plan would also be required to be approved by the Planning and Zoning Commission for this residential development. SITE DATA: The subject property includes a total of approximately 40 acres of land and is undeveloped. The property is comprised of a single parcel. The property is currently undeveloped, and has approximately 670 feet of frontage on North Bonnie Brae Street. Approximately 16 acres of the subject property has a base zoning of NR-3 District, and the remaining 24 acres of the subject property has a base zoning of NRMU-12 District. A1140 acres are located within Subarea 1 of the Rayzor Ranch Marketplace portion of the Rayzor Ranch Overlay District. Bonnie Brae Street is classified as a Secondary Arterial Street on the Mobility Plan. Bonnie Brae, in the area of the subject property, is developed as a four lane undivided roadway. The City is in the process of engineering and constructing improvements for Bonnie Brae Street to make it a four-lane divided roadway. Phase 1(located between Roselawn Drive and Vintage Boulevard) of the improvements is currently under construction. The portion of Bonnie Brae located between University Drive and Windsor Drive is identified as Phase 6 of the project and is currently in the engineering design portion of the project, with construction estimated to begin in 2021. SURROUNDING ZONING AND LAND USES: Northwest: North: Northeast: • Zoning: Neighborhood • Zoning: NR-3 District • Zoning: Neighborhood Residential3 (NR-3) District Residential2 (NR-2) District • Use: Undeveloped except for • Use: Single-family residences a single-family residence • Use: Bonnie Brae St. and North Lakes Park W est: E ast: • Zoning: NR-3 and NRMU-12 • Zoning: NR-2 District Districts � � . � � . • Use: Bonnie Brae St. and • Use: Single-family residences, North Lakes Park multi-family development, and an undeveloped lot Southwest: South: Southeast: • Zoning: RCC-D District • Zoning: Regional Center • Zoning: NR-2 District Commercial Downtown • Use: Rayzor Ranch (RCC-D) District • Use: Bonnie Brae St. and Marketplace Development North Lakes Park • Use: Rayzor Ranch Marketplace Development COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: The request does not include any change to the base zoning of the subject property. The existing zoning is consistent with the zoning of surrounding properties, and provides a transition between existing commercial development to the south and existing single-family development to the north. The intended residential development will be compatible with surrounding uses and generally consistent with the type and density/intensity of development in the surrounding area. COMPREHENSIVE PLAN: The subject property is located within an area designated as "Moderate Residential" according to the Future Land Use Plan in the Denton Plan 2030. This designation is primarily intended to promote single-family housing on small lots, typical of Denton's more compact, established single-family neighborhoods. The density of Moderate Residential should range between four to twelve units per acre. Low-rise multifamily dwellings and townhomes may also be located in these areas so long as they maintain a scale, style, and building orientation complementary of the prevailing character of the area. This designation typically applies to areas that serve as a transition between established single-family neighborhoods and mixed-use or commercial areas that can accommodate greater density. The overall density of the proposed development would be consistent with the "Moderate Residential" designation. The type of residential development described in Exhibit C-4 would also be consistent with this designation as it proposes materials, color palettes, and housing types that are both consistent with the remainder of the RROD and that logically transition between the regional-scale commercial development and the existing neighborhoods. CONSIDERATIONS: l. The request is for an amendment to the Rayzor Ranch Overlay District to provide standards and criteria for the 40 acres area designated for residential development within the Rayzor Ranch Marketplace. The proposed design and development standards are consistent with the base zoning and the overall development style of the RROD. 2. The proposed design and development standards would result in a residential development that is consistent with the existing development pattern in the area and that meets the intent of the Future Land Use Plan for areas designated "Moderate Residential." 3. The proposed design and development standards are generally stricter in terms of architectural details, building materials, and color palette than the existing City-wide standards for single-family residential development contained in Subchapter 13 of the Denton Development Code. The proposed standards do include reduced setbacks for the NRMU-12 zoned attached single-family units. The reduced setbacks would allow buildings to be brought closer to the streets to create a more walkable, urban feel on the south portion of the property adjoining the Marketplace commercial development. The proposed standards are also consistent in terms of material and color palette with the standards for the commercial portions of the RROD. 4. Within the NRMU-12 zoned portion of the property, the proposed design and development standards would allow for a"big house," which is defined by the RROD as "A type of residential development where ten (10) or fewer dwelling units are located in a single building which is intended to resemble a single large house. The dwelling units can be vertically or horizontally integrated." However, the conceptual site plan provided as Appendix 02 to Exhibit G4 does not identify the big house use; therefore, if the use were proposed the conceptual plan would need to be revised. 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, 45 notices were sent to property owners within 200 feet of the subject property, 112 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. No formal responses to the mailed notifications were received as of the issuance of this report. Several email inquiries were received, and have been attached to the Notification Map. Respectfully submitted: Richard Cannone, AICP Interim Planning Director Prepared by: Hayley Zagurski Senior Planner Z18-0001 Site Location UNDERBIRD�� %'!��,��`'��'��`�� ,y��q„ , °E' ,� ' � �� ti r��; � a � ��i �� i'� 4 0,� �''�i��3 �ai�f�� i �, �� ,f�d?�4 6t i � �� 9'�� ,?�u u��p � � k �. ' � "' '� r�d��y � , . �. � � �S SITE W E �'" �� Parcels �'... 0 385 770 1,540 � � Feet �,',',.,..._ , / � Ir�J % , offDentop and hPsve been msde a daiPable�to the publlchbased qn the PabliClnPormfathon A�tct Th�e Clty of Dentonl makeseeveey eff rtTolpeoduceesnd publlsh th�e mostpc�areent andtaccu ate informatPon posslbleh No warPantiesthexpressetd or are prowded for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance ofthis statement. I I Z18-0001 Zoning Map ETJ �� I � � � ��V � r ; � o I� I� � ; I �� a,�r,,,�,,, nn N R-2 COR � O H U W INDEN NHANDL � SITE � CM-G �� IC-G �� NR-4 �� P� w��Er��" �,� o sas no i,sno Feet � � � I�I�I�I�I ; IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII � � � � , � �� -- - -�'I Zoning Overlay ETJ NR-2 I NR-6 RCGD � Parcels °I�1�i�l�llliiii�lllllllliiulllllllllliiilii�ll NRMU RCC-N , � � � � �t� LQ�w II� IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII I�i%��% � IGE �� NR 3 I��,�i�,�„� NRMU-12 RD-5X ��c�„ `-, •.�' Roads �� , �:, II kw��ra�,rNao�odrrra�^��v� �'��d M rwc�� w d:i�kll� Defe_1/18/2018 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 le❑al, 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 effortTo produce anc7 publish the most current and accurate information possible. No warranties, expressec7 or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance ofthis statement. w � Z18-0001 Future Land Use Map Low Residential ° �s-- _ I � ' �� o � e I�I�I�I�I�I�I�I�I�I�I�I�IIIII�I1°'°� � ' d�n�r�ri,��,,,f��,irui - J� �� i��llll�uiiiiiiiiiiii�ivat�� u�u�� w��y� � Wi�i�ii�iu��u��uuuuuuuui�yu�ui r iuim�uniuuuUu�i�idlllUJNI1Hl�lIdlflflflfllVqiilill�lillh�na,,r,�u,u�r� 380 �INIIIII�IIII�IIIhIIhhhli�u6�I�INh � ��1��i�uhum�uH!��i�uN�f�uu�l��ld��il �� 0�� °� �»��, ,,,,,��u�N� ��u� � � IWIIWVWih uumi�imriY,/ �i �)��'"��J}}�� s,., -, ir�ur/G�ii�� '� - , mm, � �.,.,,, �; i � O � � 0 . ": L`l�',LA3l1J �... • �..�. o O � D 4rCr�llilJlLn1AL"�LY7 . • � u �t ' �� ua � ��II�� i 71J ��n,,,� 0 0 � /�� ,r��. 1 �� P ,„ .... '.. � � . . �� e.,. , , __ , ,,. A �� 0 625 1,250 2,500 �SITE FUiUI"2 1811d uS2 ,�j�� Neighborhood / University CompatibilityArea �- �. Feet W�E�M � � Parcels �� RuralAreas '. Businesslnnovation � �' ,�Q � ; „,,�� Roads Low Residential III Commercial 5 �°�°° �� ; Moderate Residential IIIIIIIIIIIIIIIIIIIIIII Industrial Commerce . #� �,r �� LQT,� IIIIIIIIIIIIIIIIIIIIIIIIIIIII Regional Mixed Use IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII Government/ Institutional . p�w �� ` Community Mixed Use �� Parks / Open Space � � �"�'� � ''� '�� . . �. � _ t �� Neighborhood Mixed Use �'�6 t�Y��. Il.k�'4P41WNdu�ndrrra.p'�v� ��tl M PWC:'�� w d.i��i�ll� � : D fe_1/18/2018 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 le❑al, 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 effortTo produce anc7 publish the most current and accurate information possible. No warranties, expressec7 or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance ofthis statement. 35.7.15. - Rayzor Ranch Overlay District. 35.7.15.3 Land Divisions. The Rayzor Ranch overlay district shall be divided into two (2) major divisions, separated generally by US 380 (University Drive): the Rayzor Ranch Marketplace; and the Rayzor Ranch South Campus. A. The Rayzor Ranch Marketplace shall be divided into three (3) subareas as depicted in Exhibit B and detailed below. RR-3— The Rayzor Ranch Marketplace RR-3 Area, depicted as RR-3 on Exhibit B, is intended as a retail area with uses allowed in the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district, and designed to promote the overall character and purpose of this overlay district. The RR-3 section of the Rayzor Ranch Marketplace (RR-3) is referred to as the RR-3 Area in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits B, C, D, and E, and vice versa. RR-2— The Rayzor Ranch Marketplace RR-2 Area, depicted as RR-2 on Exhibit B, is intended to as a retail area with uses allowed in the RCC-D zoning district classification and use designation, as further modified by this overlay zoning district, and designed to promote the overall character and purpose of this overlay district. The RR-2 section of the Rayzor Ranch Marketplace is referred to as the RR-2 Area in the Architectural Standards, Landscape Standards, and Signage Standards in Exhibits B, C, D, and E, and vice versa. 3. Residential (NRMU-12 & NR-3)— The Ravzor Ranch Marketplace Residential Area, depicted as NRMU-12 and NR-3 on Exhibit B, is intended for residential development. Development standards for this area are provided in Exhibit C-4. 35.7.15.4 Development Standards. B. Definitions. The following definitions shall apply to the Rayzor Ranch Overlay District: 1 Amenitv Center: A facilitv used bv and for the benefit of the members of an HOA, Common Ownership Entitv, or Multifamilv complex. Amenitv Centers mav include indoor and outdoor components and facilities includinq, but not limited to; pools, qvm/fitness center, qame rooms, offices, meetinq rooms, and lounqes. 2. Big House: A type of residential development where ten (10) or fewer dwelling units are located in a single building which is intended to resemble a single large house. The dwelling units can be vertically or horizontally integrated. Dwelling units developed as a Big House use will count towards the total number of multi-family dwelling units and not toward the total number of single-family dwelling units allowed in Rayzor Ranch listed in Section 35.7.15.7.A.1. 3. Continuing Care Retirement Center: A facility that integrates multiple senior living options into one (1) facility including skilled nursing, assisted living, dementia care, as well as independent living. This use is not considered a multi-family dwelling unit. (Ordinance No. 2007-110). 4. Convention Center: A facility used in connection with a convention or meeting center, or similar facility, including auditoriums, exhibition halls, facilities for food preparation and service, parking facilities, administrative offices and ancillary development such as a hotel. 5. Garden-Style Home: A single-family dwelling on a separate lot with building setbacks only on three (3) sides commonly developed in a cluster formation. This development type is also known as zero lot line homes or patio homes. 6. Helipad: A landing pad for occasional use by rotary wing aircraft. Regularly scheduled stops and fueling or servicing facilities are not permitted as part of this use. Open Space: Open space includes all surface areas of the project that are not covered with enclosed buildings, or parking and drive areas. Pedestrian plazas and sidewalks (covered or uncovered) count as Open Space. In addition, areas of Rayzor Ranch, such as easements or rights-of-way, that may be owned or controlled by a governmental agency, but that are being maintained privately, will count towards the open space and landscape area requirements. Open Space in the Marketplace shall be defined by Ordinance 2009-169. Plaza or Public Area Space: An area identified on an approved Site Plan which is designated for public or civic use. This area can be part of a private development or included within a Park. Rayzor Ranch: The comprehensive development which includes all phases defined within the Rayzor Ranch Overlay District. (Ordinance 2008-284). 10. Storm Water Control and/or Detention Areas: Facilities dedicated to the collection, or transportation of storm water runoff. 11. Storm Water Control: Storm water controls (sometimes referred to as best management practices or BMPs) are constructed storm water management facilities designed to treat storm water runoff and/or mitigate the effects of increased storm water runoff peak rate, volume and velocity due to urbanization. 12. Storm Water Quality Areas: Facilities for the collection and treatment of storm water runoff. 13. Townhouse-style: A dwelling structure not to exceed three (3) stories in height, containing a minimum of three (3) and no more than eight (8) dwelling units within a building, which is constructed in a series or group of attached units on one (1) lot, up to eight (8) units, meeting fire protection requirements and the following additional requirements. Seventy-five (75) percent of the dwellings built in compliance with the Townhouse Style development regulations are considered attached single-family dwelling units for the purpose of calculating the total number of units allowed in the Rayzor Ranch South Campus and will count towards the total number of single-family attached dwelling units and not toward the total number of multi-family dwelling units allowed in Rayzor Ranch listed in Section 35.7.15.7.A.1. Conversely, twenty-five (25) percent of each phase of the Townhouse-style dwellings constructed shall count against multifamily. a. Each unit features at least two (2) points of direct exterior access to the structure; b. Each unit is separated from the other dwellings in the structure by fire rated common walls; c. No units are vertically above or below another uses or unit within the structure; d. Each unit features an individual meter for each utility; and e. Each unit features access to a public street or alley. 35.7.15.5 Marketplace—Subarea 1 Development Standards (SF-1) as defined in Ordinance 2008- 284. A. In Subarea 1 of the Ravzor Ranch Marketplace, the Citv rules and requlations applicable to the development of propertv located within the NR-3 and NRMU-12 zoninq districts are applicable to the respective areas shown on Exhibit B, except as otherwise provided bv this Overlav District and further restricted or excepted as follows: 1. Permitted Uses. The followin� uses must be located within the NR-3 and NRMU-12 portions Subarea 1 as shown on Exhibit B and as further defined in Exhibit C-4. a. NR-3: Sin�le-family dwellin�s b. NRMU-12: Sin�le-family dwellin�s, attached sin�le-family dwellin�s (townhomes), and bi� houses c. Amenitv Center d. Accessorv �ara�es and stora�e for residents 2. Desi�n Standards. a. Exhibit C-4 to this ordinance sets forth the site desi�n, landscapin�, and architectural standards for both the NR-3 and NRMU-12 portions of Subarea 1 of the Ravzor Ranch Marketplace. EXHIBIT C-4 RAYZOR RANCH MARKETPLACE SINGLE-FAMILY GUIDELINES The following provisions apply to all Single-Family Tracts and Lots located within the Rayzor Ranch Marketplace lots zoned NR-3 and NRMU-12 and replaces Section 35.13.13.1 and 35.13.13.2 of the Denton Development Code, in its entirety. All other provisions of Subchapter 13 apply unless otherwise stated. A. Site Desian & Orientation 1. Refer to Appendix 1 for area(s) within the NRMU-12 zoned area to include detached single family. 2. Subarea 1 of the Rayzor Ranch Marketplace shall be designed and subdivided as depicted in Appendix 2 and described herein. 3. No two building elevations shall be repeated with less than 200 feet of separation. 4. Parking is not permitted between front facades of buildings and streets within public right-of-way greater than 20 feet. 5. All buildings abutting an existing single-family use or district outside of the Rayzor Ranch Overlay District shall be constructed to a maximum height of 40' 6. Buildings shall not front parking lots. 7. Buildings shall be directly accessed from the street and the sidewalk with a minimum of one ground floor pedestrian entrance oriented toward or perpendicular to a street or private drive. a. Garage doors for attached garages may occupy no more than 40% of the total building frontage. This measurement does not apply to garages facing an alley or courtyard entrance. 8. For alleys in the NRMU-12 zone, rear yard setbacks (alley way) shall be 4 feet if at least two parking spaces are provided in a garage. This provision replaces rear yard requirements for NRMU-12 as described in Section 35.5.2.3 of the Denton Development Code. 9. For the NRMU-12 zone, end units of attached single-family dwelling buildings shall have a minimum side yard setback of 5 feet at right of way. Setbacks between units of attached single-family dwellings shall be zero feet. Front yard setbacks may vary from 0 feet to 5 feet minimum but no more than 50% of each block of attached single-family building shall have a 0 foot setback. This provision replaces the side and front yard requirements for NRMU-12 as described in Section 35.5.2.3 of the Denton Development Code. a. Sidewalks within the right-of-way shall be located against the curb. b. Distance from edge of street pavement to building front shall be minimum 10 feet. 10. For the NR-3 zone and all detached single-family dwellings, building setbacks shall be as defined for the NR-3 District in Section 35.5.2.3 of the Denton Development Code. B. Architectural Standards 1. Building frontages 100 feet in length or greater shall have recesses, projections, windows, arcades or other distinctive features to interrupt the length of building fa�ade. Elements including, but not limited to, balconies, setbacks, and recesses or projections greater than 16 inches may be used to articulate individual units or collections of units. 2. Use of false door or window openings shall be defined by frames, sills, and lintels. 3. All building fa�ades shall and include no less than two of the elements listed below. Elements shall occur at intervals of not more than 100 feet horizontally. a . Color change b. Texture change c. Material change d. Medallions/accent pieces e. Decorative light fixtures 4. Roofs: a. If pitched roof forms (gable, hip, shed) with overhanging eaves are used, they shall be between three inches of vertical rise to 12 inches of horizontal run, and 12 inches of vertical rise to 12 inches of horizontal run. b. Metal standing seam roofing allowed. c. Asphalt roofing shingles shall be dimensional (shadow line) type and at least a "40 year" shingle. d. Clay tile, concrete tile, and slate allowed. 1. Photovoltaic shingles mimicking clay, concrete, or slate are allowed. e. Distinctively shaped roof forms, detailed parapets, parapet steps, or exaggerated cornice lines should be incorporated into rooflines along building fa�ades greater than 75 feet in length. f. Flat roofs are permitted and shall have parapets as required to screen any roof top equipment. Parapets shall include an accent feature and shall not be greater than 15 feet in length without variation in height or accent feature. g. Photovoltaic panels shall be allowed with individual approval by the Home Owner's/Common Ownership Entity. 5. Materials and Colors: a. For all facades that face a public or private street, windows and doors shall comprise at least 20% of the wall area. All other facades may be reduced to 10%, or may provide one window or door per sleeping area (as defined by the Building Code), whichever method provides for the greater coverage of windows and doors. Shutters, trims, or false windows, shall not count toward the minimum requirement. A minimum of 80% of the total net exterior wall area (total wall area less windows, doors, and related trim area) of each building elevation, excluding gables, shall be brick, native/natural stone, masonry, stucco, or cement fiber siding (up to 80% maximum of the net exterior wall area). c. The 20% balance of the net exterior wall shall be comprised of at least two of the following materials, which shall not be counted toward the minimum masonry requirement. EIFS. When used, EIFS shall be a minimum of 8 feet above grade. Architectural precast or tilt wall concrete with a textured finish. iii. Prefinished metal panels and corrugated siding materials. Such materials shall be factory prefinished with a minimum 20 year warranty. iv. Wood, all siding members must be individual boards (soffits may utilize sheet materials). v. Concrete Masonry Units, provided that the units are not painted, are integrally colored, have a highly textured finish, are classified as severe weather grade, and are not lightweight or featherweight concrete or cinder blocks. vi. Cast or manufactured brick or stone products. d. Windows may be residential type vinyl, aluminum, or wood with insulated glass. Window surrounds (trim) are required in all walls other than brick or stone. Storefront glazing systems shall be allowed in the amenity center. e. Color palette shall be of earth tones, gray tones, and neutral colors with other accent colors permitted up to a maximum of 10% of each fa�ade. C. Accessorv Structures 1. Accessory structures (including detached garages, and storage units) shall complement the main building architecture and use the same materials and color palette. 2. Accessory structures visible from a public or private street or a residential use or district are subject to the same masonry and roofing requirements as the main buildings but are not subject to the other building design standards. Garage doors shall be metal or metal faced with wood. la �T,T < • , • 1. Street Trees shall be provided along all public and private streets consistent with the requirements in Subchapter 35.13.7.0 of the Denton Development Code excepting to replace 35.13.7.C.3.a.i.1 and 35.13.7.C.3.a.i.2 with: a. One (1) tree per lot, evenly spaced, for developments with lots 60 linear feet or less of street frontage. b. Two (2) trees per lot, evenly spaced, for developments with lots greater than 60 linear feet of street frontage. 2. Amenity Center Standards All parking lots and areas for vehicle maneuvering or loading adjacent to Bonnie Brea Street must be screened from view from public and private streets by a 15-foot landscape screening buffer. The 15-foot buffer is the area located between the right-of- way and the parking lot. Utility easements are allowed to count towards part of the 15- foot wide right-of-way landscape screening buffer subject to required separation from utilities. The landscape screening buffer shall contain the following items. i. One large tree for every 40 feet or three small accent trees for every 30 feet. Landscape plantings containing at least one of the following: a). Xeriscaping landscaping may be planted within the landscape area and shall require water irrigation for a period of three years for landscaping to be established. After three years, no irrigation is required. b). A minimum three foot high, when mature, continuous row of evergreen shrubs. The shrubs may be grouped and not planted in a continuous row provided that the shrubs overlap to form a continuous buffer. c). A minimum three foot high continuous wall made of any combination of wrought iron, stone, brick, or masonry. If wrought iron is used, vines shall be grown on the wrought iron to help screen the parking lot. d). A grass or landscaped berm, three feet high above the parking pavement surface. b. A minimum of 7% of the total parking area in lots of 20 spaces or more shall be landscaped. c. A minimum of 15% of the total parking area in lots of 20 spaces or more shall be covered by tree canopy. d. Landscape islands shall be evenly distributed throughout the parking areas. All landscape islands and endcaps shall be landscaped with sod or groundcover and include one large tree. 3. Buffer requirements set forth in Subchapter 13.13.8 shall only apply to residential districts adjacent to and outside of the Rayzor Ranch Overlay District. 4. Required landscape areas shall be included in each individual detached single- family lot and the landscape areas for attached single-family lots will be included in common areas. 1. Lighting shall be provided for vehicular, pedestrian, signage and architectural and site features. 2. Site lighting fixtures used along public and private streets and in parking areas shall be no taller than 25 feet high and the fixtures shall be of a consistent design within each project. This is not intended to require a consistent design within the whole of Rayzor Ranch. 3. Parking areas shall have a minimum average of 0.5 foot candle initial illumination Maximum illumination at property lines where the adjacent property allows single family or multi-family uses shall not exceed 0.1 foot candles. 4. Parking and Roadway/Street light sources shall be LED or metal halide. Yellow/orange source lights are prohibited from use. LED lighting is strongly encouraged. 5. Parking and Roadway/Street lights shall generally be shielded to prevent upward diffusion (full cut off). �• •� 1. Parking areas must be paved with concrete, asphalt, concrete pavers, brick pavers, or durable pervious materials, and shall be curbed and guttered with concrete. Access drives must be paved, curbed and guttered with concrete in accordance with the development standards promulgated by the City. 2. The maximum allowable number of spaces specified in Subsection 35.14.4.F does not apply to the residential subarea of the Rayzor Ranch Marketplace. G. Fencina 1. If walls or fencing are used to secure the perimeter of a development site in a single- family zone, they must be a minimum of six (6) feet high and constructed of stone, brick, masonry, wrought iron, or wood. 2. Walls, fences, and columns must be constructed with appropriate structural footings and foundations to minimize movement and wall failure, and must be constructed with level wall/fence tops. .,..- 1. Each entry point shall be allowed one monument sign as shown on the conceptual site plan in Appendix 2, with a maximum height of six feet and maximum effective area of 60 square feet at each entry into the development. Related architectural features (such as clock towers, obelisks, etc.) may be taller than six feet provided the signage mounted to such features is at a maximum height of six feet. 2. Monument signs are required to be setback a minimum of 20 feet from any public or private street and 10 feet from any rear or side property lines. 1 � � ', , ,� APPLICABLE ZONING DESIGNATIONS 1 � � ',� ♦�i GENERAL USES Z18-0001 Notification Map UNDERBIRD1r � '%'!��,��`'��'��`�� ,�q„ , °E' ' � � r i i r� � �� i i �` �,'��3 ��iy�� ,�(��f�%'��,f�"�?��If �� A�4� �� s�� ,?�� p ��7� k�. „ , r�iJ�1�, �, z� � III I� III �I� U�U' III III " III" .�"'J immmmmmm� ; �mm� "� ��'w��"��"� IIE��"��"��II�� S SITE W E �'" �� Parcels �ra '•.• 0 385 770 1,540 Feet / � Ir�J % , offDentop and hPsve been msde a daiPable�to the publlchbased qn the PabliClnPormfathon A�tct Th�e Clty of Dentonl makeseeveey eff rtTolpeoduceesnd publlsh th�e mostpc�areent andtaccu ate informatPon posslbleh No warPantiesthexpressetd or are prowded for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance ofthis statement. I I Zagurski, Hayley From: susan pierce <susan.pierce.1508@outlook.com> Sent: Wednesday, February 14, 2018 10:30 AM To: Zagurski, Hayley Subject: RE: Z18-0001, Rayzor Ranch Marketplace Residential just what I wanted to know. thank you so much! Get d::��,��ll�r�rll� ��rir� �r��'ir��rli�' From: Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com> Sent: Wednesday, February 14, 2018 8:09:44 AM To: susan pierce Subject: RE: Z18-0001, Rayzor Ranch Marketplace Residential This it�m is sch�dul�d frar a public h�aring with th� Planning and Zraning �rammissiran n�xt w��k ran 2/21 and th�n again at �ity �rauncil ran 3/6 frar final d�cisiran. Th� r�qu�st is nrat a typical r�zraning. Th� prrap�rty (rautlin�d in blackj curr�ntly has split zraning. Th� nrarth�rn prartiran is zran�d N�ighbrarhrarad R�sid�ntial 3(NR-3j, which p�rmits up tra 3.5 dw�llings p�r acr�, and th� srauth�rn prartiran is zran�d N�ighbrarhrarad R�sid�ntial f�ix�d Us� 12 (NRf�U-12j, which p�rmits up tra 12 units p�r acr�. Th� applicant is nrat prraprasing tra chang� this bas� zraning in any way. In additiran tra th� bas� zraning, th� prrap�rty is alsra part raf th� Rayzrar Ranch Ov�rlay District. Und�r this rav�rlay, th� prrap�rty has always b��n int�nd�d frar r�sid�ntial d�v�lrapm�nt, but d�sign standards w�r� nrat �stablish�d at that tim�. That task was I�ft frar a lat�r dat� wh�n th� prrap�rty was actually r�ady tra b� d�v�lrap�d. Sra nraw, th� applicant is draing just that — th�y ar� prraprasing d�sign standards frar things such as landscaping, building mat�rials, �tc. that will dictat� what th� futur� r�sid�ntial d�v�lrapm�nt ran th� prrap�rty Iraraks lik�. Th� int�nd�d d�v�lrapm�nt wrauld b� a mixtur� raf singl�-family hram�s and attach�d singl�-family hram� (trawnhram�sj. Th� trawnhram�s wrauld b� Iracat�d ran th� srauth�rn prartiran raf th� prrap�rty, and th� singl� family hram�s wrauld b� ran th� nrarth�r sid� in th� ar�a d�signat�d NR-3 as w�ll as in th� ar�a raf NRf�U-12 that dir�ctly adjrains th� hraus�s ran Thund�rbird. I hrap� this summary h�lps. Pl�as� I�t m� knraw if yrau hav� any rath�r qu�stirans rar if yrau wrauld lik� tra submit a writt�n r�sprans� in favrar rar rapprasitiran raf th� r�qu�st. � Hayl�y Zagurski I S�nirar Plann�r D�partm�nt raf D�v�lrapm�nt S�rvic�s I Planning Divisiran Offic�e (940j 349-7785 I Faxe (940j 349-7707 .�:. �..�....V�..:....II::::N..l.�:.lc,�".!:...�"...:`�.1::.!::.�'..�":1::�.....�.�'..!"!..1::�".!"�.�........�.�".%�.�.�......^�..�.�:.��. �. .�.��.:.�:.!.:1::�"�fr.� r� i�r:i::�".!"�..:..�:�"..!:�. dl , � � II � ��„� � ...�: From: susan pierce [mailto:susan.pierce.1508@outlook.com] Sent: Tuesday, February 13, 2018 8:31 PM To: Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com> Subject: Z18-0001, Rayzor Ranch Marketplace Residential Hi Haley, Do you have any information you can share about this item? I live next to the property at 2104 Crestmeadow. Thankyou! --Susan Pierce Zagurski, Hayley From: Kelley Burgess <Kelley.Burgess@dentoncounty.com> Sent: Tuesday, February 13, 2018 11:23 AM To: Zagurski, Hayley Subject: Re: PPUBLIC HEARING - RAYZOR RANCH MARKETPLACE RESIDENTIAL Z18-0001 This helps enormously! Thank you so much! Kelley Burgess Denton County JJAEP Middle School English Direct: 940-349-2477 "An hour spent reading is an hour spent /earning to write. " Robert McFar/ane From: Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com> Sent: Tuesday, February 13, 2018 11:20 AM To: Kelley Burgess Cc: thxburgess@yahoo.com Subject: RE: PPUBLIC HEARING - RAYZOR RANCH MARKETPLACE RESIDENTIAL Z18-0001 Th� prrap�rty (rautlin�d in blackj curr�ntly has split zraning. Th� nrarth�rn prartiran is zran�d N�ighbrarhrarad R�sid�ntial 3 (NR-3j, which p�rmits up tra 3.5 dw�llings p�r acr�, and th� srauth�rn prartiran is zran�d N�ighbrarhrarad R�sid�ntial f�ix�d Us� 12 (NRf�U-12j, which p�rmits up tra 12 units p�r acr�. Th� NRf�U-12 zraning wrauld p�rmit multi-family d�v�lrapm�nt with limitatirans in rath�r parts raf th� �ity, but as part raf th� Rayzrar Ranch Ov�rlay District, this prrap�rty is furth�r r�district�d in what can b� d�v�lrap�d th�r�. As part raf this cas�, th� d�v�lrap�r is prraprasing tra d�v�lrap singl�-family hram�s in th� ar�a curr�ntly zran�d NR-3 as w�ll as in th� ar�a imm�diat�ly srauth raf th� �xisting hram�s that is zran�d NRf�U-12 (g�n�rally th� ar�a rautlin�d in r�d b�lrawj. Th�y ar� prraprasing tra d�v�lrap attach�d singl�-family (trawnhram�sj ran th� r�maind�r raf th� prrap�rty zran�d NRf�U-12. An am�nity c�nt�r is int�nd�d frar th� nrarth�ast crarn�r raf th� prrap�rty. Th�r� is nra multi-family/apartm�nt d�v�lrapm�nt prrapras�d. � � Hayl�y Zagurski I S�nirar Plann�r D�partm�nt raf D�v�lrapm�nt S�rvic�s I Planning Divisiran Offic�e (940j 349-7785 I Faxe (940j 349-7707 .�:. �..�....V�..:....II::::N..l.�:.lc,�".!:...�"...:`�.1::.!::.�'..�":1::�.....�.�'..!"!..1::�".!"�.�........�.�".%�.�.�......^�..�.�:.��. �. .�.��.:.�:.!.:1::�"�fr.� r� i�r:i::�".!"�..:..�:�"..!:�. �.�� "� �. . �..� �� From: Kelley Burgess [mailto:Kelley.Burgess@dentoncounty.com] Sent: Tuesday, February 13, 2018 11:07 AM To: Zagurski, Hayley <Hayley.Zagurski@cityofdenton.com> Cc: thxburgess@yahoo.com Subject: Re: PPUBLIC HEARING - RAYZOR RANCH MARKETPLACE RESIDENTIAL Z18-0001 Oh, I see. Thank you for the clarification. Can you please tell me what the current zoning is? I know it's residential, however, we (my neighbors and myself) are all very concerned about multi-family (apartments, etc). If it's zoned single family residential, then we don't need to attend the meeting. That would be great. Thank you so much for your communications. Kelley Burgess Denton County JJAEP Middle School English Direct: 940-349-2477 "An hour spent reading is an hour spent /earning to write. " Robert McFar/ane From: Zagurski, Hayley <HaVI�y.Za�urski@cityofd�nton.com> Sent: Tuesday, February 13, 2018 10:21 AM To: Kelley Burgess Cc: thxbur��ss@yahoo.com Subject: RE: PPUBLIC HEARING - RAYZOR RANCH MARKETPLACE RESIDENTIAL Z18-0001 � � Hayl�y Zagurski I S�nirar Plann�r D�partm�nt raf D�v�lrapm�nt S�rvic�s I Planning Divisiran Offic�e (940j 349-7785 I Faxe (940j 349-7707 .�:. �..�....V�..:....II::::N..l.�:.lc,�".!:...�"...:`�.1::.!::.�'..�":1::�.....�.�'..!"!..1::�".!"�.�........�.�".%�.�.�......^�..�.�:.��. �. .�.��.:.�:.!.:1::�"�fr.� r� i�r:i::�".!"�..:..�:�"..!:�. i dl'. bU � � I �. . . ��. 1 �� „ .,�. From: Kelley Burgess [mailto;K�ll�V.��r��ss@d�ntoncounty.com] Sent: Tuesday, February 13, 2018 10:17 AM To: Zagurski, Hayley <HaVI�y.Za�urski@cityofd�nton.com> Cc: thxbur��ss@yahoo.com Subject: Re: PPUBLIC HEARING - RAYZOR RANCH MARKETPLACE RESIDENTIAL Z18-0001 Thank you so much! Kelley Burgess Denton County JJAEP Middle School English Direct: 940-349-2477 "An hour spent reading is an hour spent /earning to write. " Robert McFar/ane From: Zagurski, Hayley <HaVI�y.Za�urski@cityofd�nton.com> Sent: Tuesday, February 13, 2018 9:40 AM To: Kelley Burgess Subject: Re: PPUBLIC HEARING - RAYZOR RANCH MARKETPLACE RESIDENTIAL Z18-0001 The agenda will be finalized and posted this Friday. Hayley Zagurski Sent from my iPhone On Feb 13, 2018, at 8:23 AM, Kelley Burgess <Kelle�.�ur�ess�dentc�ncc�unt�.cc�rro> wrote: Thank you for the quick reply. Do you have an agenda for this meeting? Kelley Burgess Denton County JJAEP Middle School English Direct: 940-349-2477 "An hour spent reading is an hour spent /earning to write. " Robert McFar/ane From: Zagurski, Hayley <HaVI�y.Za�urski@cityofd�nton.com> Sent: Monday, February 12, 2018 5:32 PM To: Kelley Burgess Cc: thxbur��ss@yahoo.com Subject: Re: PPUBLIC HEARING - RAYZOR RANCH MARKETPLACE RESIDENTIAL Z18-0001 This public hearing was postponed to the next meeting, which is scheduled for Wednesday, February 21st. Please let me know if you have any questions. Hayley Zagurski Sent from my iPhone On Feb 12, 2018, at 11:17 AM, Kelley Burgess <Kelle�.�ur�ess�dentc�ncc�unt�.cc�rro> wrote: Was this rescheduled from Feb 7th to Feb 14? I cannot find the minutes from the meeting (if it happened) nor can I find the agenda for the rescheduled meeting (if it was reset). Can you please assist me? I live within 200 feet of the above location. Kelley Burgess Denton County JJAEP Direct: 940-349-2477 Zagurski, Hayley From: Zagurski, Hayley Sent: Sunday, February 18, 2018 2:21 PM To: Wyatt Francis Subject: Re: Information on Z18-0001 Good afternoon, Thank you for sharing your concerns. This is a unique request in that the base zoning is not being modified; what is being proposed are additional requirements on top of (and at times in place of) the requirements of the City-wide development code. Since Rayzor Ranch is an overlay district, there are opportunities for some of the base zoning requirements as well as the site design requirements to be modified so long as the intent of the Denton Development Code is met or exceeded. Ultimately, it will be the City Council's decision as to whether this is the case. In this case, the standards do not propose to alter the density limitations of the base zoning districts, and the property will still be required to develop in accordance with the densities permitted by the base zoning. The maps provided in the backup are purely conceptual. The unit counts listed on the "general uses" map are strictly maximums, and do not necessarily reflect the number of units that would be developed there. For example, the 70 detached homes is an approximation of the maximum possible unit count based on the existing 16 acres of NR-3 plus the 3-4 acres of NRMU-12 that is proposed as detached single-family multiplied by the 3.5 units per acre allowed under NR-3. This number of lots won"t necessarily be developed there; however, due to the proposed amenity center, other possible community green spaces, and the necessary streets. This development still will be required to go through the platting process to subdivide the property into individual lots and will also have to have a site plan approved by the Planning and Zoning Commission. During both of these processes, the proposal will be thoroughly vetted to make sure density requirements are met. I hope this helps address your questions. Please feel free to give me a call tomorrow at 940-349-7785 if you would like to discuss this further. Additionally, please let me know if you would like to formally go on the record for this case either in support or opposition to the request. Thank you, Hayley Zagurski From: Wyatt Francis <wyatt.francis@gmail.com> Sent: Sunday, February 18, 2018 9:56:44 AM To: Zagurski, Hayley Subject: Re: Information on Z18-0001 Hi Hayley, I was looking at the information for Z18-OOOla changes and had some questions/comments.. The information claims this is not a rezoning request and that densities will be kept with the existing NR-3 and NRMU-12 zones, but from looking at the information it appears they'll be fiddling with the densities. "A. In Subarea 1 of the Rayzor Ranch Marketplace, the City rules and regulations applicable to the development of property located within the NR-3 and NRMU-12 zoning districts are applicable to the respective areas shown on Exhibit B, except as otherwise provided bv this Overlav District and further restricted or excepted as follows" "Approximately 16 acres of the subject property has a base zoning of NR-3 District, and the remaining 24 acres of the subject property has a base zoning of NRMU-12 District." "If the requested development standards are approved, the applicant proposes to subdivide the property to develop a maximum of 70 detached single-family residential units on the north side of the property and a maximum of 230 attached single-family units on the southern portion of the property. " If this is claiming that it's not rezoing, can they really define the density within this change to the overlay? If you look at the existing zoning map vs. the proposed "General Use" map, you'll see the NR-3 zoning gets reduced by the amenity center and a portion of the high-density SF attached homes. If they build out to the suggested maximum 70 SF detattached homes in the area shown, I don't understand how they're going to keep the 3.5 homes per acre within the NR-3? Even if the sliver of land south of Thunderbird somehow offsets the amenity center and some of the attached homes within the NR-3 zone, the number of homes on 16 acres for NR-3 would be only 56 homes and not 70 homes. At a 70-home build, that acutally surpases the NR-4 requirement. I understand that these are preliminary drawings, but I feel that the limits are there for a reason if they're allowed to slip this early in the process, there's a good chance that the developer will want to slip them even more. !�"�..�� I I I I 1 J ��—��Fa`p°�+�°s��U��u`� �"p°u�,�F�F'lf'�,,,� �� AV�IF.�,�.S�IV��`II.�.VI%�V` � IL�IE1f��CIk�IEIL� S,IIN�ILIE If�I�IIL1f � � � K.� � � � � � ....�...�. .�.,, � ..�.�. «.. ,�. � .�.. ,_. �� li��l"�I�'� � ZC�I�IE' I��',.�� ` �.�'�V�V.�I�Ii:�IF�19�lU�lf ,� .�� .�� I�I�1�L I�11�1�I@�-1� I .�.. ..�. .�. _ � __�__�__� i�i� � _ � �--v�i� ��r�+� i�ira ��iF�i�i� �r- � � � � IC�IE��CIk�IEI� 511N�ILIE I�,�I�"111L'�' w l� �L�.�.� IIh�+7 "�e"�. �,: �,.� i� � � �� '`� "�� r�, '�' IWI V II I�I If� IF If� IN� l l�" I�"A If"i If�14R'IK �� ,''��„� r Thanks, Wyatt Francis On Thu, Jan 25, 2018 at 8:07 AM, Zagurski, Hayley <Havlev.�a�rsl�i�,ci�vc�fden�c�n.cc�in> wrote: Grarad mrarning, �urr�ntly th� Rayzrar Ranch rav�rlay dra�s nrat hav� any standards sp�cifi�d frar th� r�sid�ntial ar�a nrarth raf th� f�ark�tplac� (V\/almart, Acad�my, �tc.j. This ar�a was always int�nd�d tra crantain r�sid�ntial us�s, but th� sit� d�sign standards w�r�n't y�t d�v�lrap�d. Th�s� will sp�cify things such as archit�ctural standards (such as building mat�rialsj, landscap� r�quir�m�nts, and any rath�r sit� sp�cific crit�ria th� d�v�lrap�r wrauld lik� tra impras� (typically things such as th� Iracatiran raf th� am�nity c�nt�r, �ntry signs, �tc.j. Th�s� standards ar� curr�ntly in draft frarm, but th� final dracum�nt will b� availabl� ranc� th� P�Z m��ting ag�nda is prast�d. � � Hayl�y Zagurski I S�nirar Plann�r D�partm�nt raf D�v�lrapm�nt S�rvic�s I Planning Divisiran Offic�e (940j 349-77$5 I Faxe (940j 349-7707 .�:. �..�....V�..:....II::::N..l.�:.lc,�".!:...�"...:`�.1::.!::.�'..�":1::�.....�.�'..!"!..1::�".!"�.�........�.�".%�.�.�......^�..�.�:.��. �. .�.��.:.�:.!.:1::�"�fr.� r� i�r:i::�".!"�..:..�:�"..!:�. „� � �.��.�'�.� . From: Wyatt Francis [mailto:wvatt.francis@�mail.com] Sent: Wednesday, January 24, 2018 9:18 PM To: Zagurski, Hayley <HaVI�y.Za�urski@cityofd�nton.com> Subject: Information on Z18-0001 Hayley, Could you please provide more information on what amendments are being requested on the standards and criteria for the residential development? Thanks, Wyatt Zagurski, Hayley From: Rick Coe <rcoe@frpltd.com> Sent: Monday, February 26, 2018 10:00 AM To: Zagurski, Hayley Subject: RE: Public Hearing - Rayzor Ranch Marketplace Residential Z18-0001 Thank you Hayley. We have reviewed and have no issue with the proposed development. �u��u�uk 11�� "�� '� � �� i��i��w�mr� �mr�i��rvo�m�mm�ou�ni� r, x r- -r •r I � 1' � !, ! €! From: Zagurski, Hayley [mailto:Hayley.Zagurski@cityofdenton.com] Sent: Monday, February 19, 2018 2:28 PM To: Rick Coe <rcoe@frpltd.com> Subject: RE: Public Hearing - Rayzor Ranch Marketplace Residential Z18-0001 Grarad aft�rnraran Rick, I apralragiz� frar nrat s�nding this tra yrau Friday. Attach�d is th� finaliz�d staff analysis and rav�rlay chang�s frar th� f�ark�tplac� R�sid�ntial d�v�lrapm�nt. � Hayl�y Zagurski I S�nirar Plann�r D�partm�nt raf D�v�lrapm�nt S�rvic�s I Planning Divisiran Offic�e (940j 349-7785 I Faxe (940j 349-7707 .�:. �..�....V�..:....II::::N..l.�:.lc,�".!:...�"...:`�.1::.!::.�'..�":1::�.....�.�'..!"!..1::�".!"�.�........�.�".%�.�.�......^�..�.�:.��. �. .�.��.:.�:.!.:1::�"�fr.� r� i�r:i::�".!"�..:..�:�"..!:�. dl , p ��.��M��„�„ ; From: Rick Coe [mailto;rco�@frpltd.com] Sent: Friday, February 02, 2018 8:05 AM To: Zagurski, Hayley <HaVI�y.Za�urski@cityofd�nton.com> Subject: RE: Public Hearing - Rayzor Ranch Marketplace Residential Z18-0001 Thank you Hayley. I would like to see the standards when they are complete. �ui��i� �� ' '�� '� I� �� J�i � � �i9��rc��m,� �M�� in�mo�m�mm�ou ihi� r , x i� �� •� I � 1' � !, ! €! From: Zagurski, Hayley [mailto;HaVI�y.Za�urski@cityofd�nton.com] Sent: Friday, February 2, 2018 7:59 AM To: Rick Coe <rco�@frpltd.com> Subject: RE: Public Hearing - Rayzor Ranch Marketplace Residential Z18-0001 Grarad mrarning Rick, This cas� is actually b�ing prastpran�d tra th� F�b. 215Y m��ting. Th� prrapras�d standards ar� still in a v�ry draft frarm at th� mram�nt. Onc� th�y ar� mrar� finaliz�d I wrauld b� glad tra shar� th�m with yrau. Dani�l Ebarb at Hradg�s Archit�ctur� is wrarking ran th�m. � Hayl�y Zagurski I S�nirar Plann�r D�partm�nt raf D�v�lrapm�nt S�rvic�s I Planning Divisiran Offic�e (940j 349-7785 I Faxe (940j 349-7707 .�:. �..�....V�..:....II::::N..l.�:.lc,�".!:...�"...:`�.1::.!::.�'..�":1::�.....�.�'..!"!..1::�".!"�.�........�.�".%�.�.�......^�..�.�:.��. �. .�.��.:.�:.!.:1::�"�fr.� r� i�r:i::�".!"�..:..�:�"..!:�. � d� ' � Viumii u uuuuVlll IIIII�I u � � � ��.�� . � �� From: Rick Coe [mailto;rco�@frpltd.com] Sent: Thursday, February 01, 2018 8:20 AM To: Zagurski, Hayley <Havl�y.Za�urski@cityofd�nton.com>; Kevin Bankhead <kbankh�ad@fortr�ss.com> Cc: Kenny Bounds <k�nnvbounds@msn.com>; d�barb@hod��susa.com; Gerald Luecke (�Lu�ck�@I�od��sUSA.com) <�Lu�ck�@Hod��sUSA.com>; Ron Cobb <rcobb@fortr�ss.com> Subject: RE: Public Hearing - Rayzor Ranch Marketplace Residential Z18-0001 Hayley, we appreciate the notice. Hopefully the county tax roll will be updated soon. Would it be possible to get a copy of the residential development standards that will be the subject of the public hearing? Hard to comment without knowing what is proposed. Thankyou �u��u�A� 1�� "�� '� � �� iPo�iow��wimoa� �Mm�mm�um�om��oomi� r, x r- -r •r I 52�7 R91�ICinn�y Av�na�� Sa�i�� 22 I ballas� iX 75205 b:469-2$9-43�1 I �: 214-5�5-1��7 E i��w�a��a�fl�i��I��V_mmw�ur�� na�na�na fl�iu��a��lui^�i��1��im�,ur��a�im^�_�w�ur�� From: Zagurski, Hayley [mailto;HavI�V.Za�urski@cityofd�nton.com] Sent: Thursday, February 1, 2018 7:57 AM To: Kevin Bankhead <kbankh�ad@fortr�ss.com> Cc: Kenny Bounds <k�nnvbounds@msn.com>; d�barb@hod��susa.com; Gerald Luecke (�Lu�ck�@I�od��sUSA.com) <�Lu�ck�@Hod��sUSA.com>; Rick Coe <rco�@frpltd.com>; Ron Cobb <rcobb@fortr�ss.com> Subject: RE: Public Hearing - Rayzor Ranch Marketplace Residential Z18-0001 Our addr�ss lists ar� g�n�rat�d frram parc�l data bas�d ran th� c�rtifi�d �raunty tax rrall, which is ranly updat�d annually. This raccasiranally m�ans raur databas�s ar� a y�ar rar sra b�hind, and wh�n a r�al �stat� transactiran raccurs it tak�s a whil� frar us tra g�t th� updat�d infrarmatiran frram th� �raunty. It is n�v�r raur int�ntiran tra �v�r I�av� anyran� raut with raur nratic�s, but it dra�s raccasiranally raccur dra tra th� tim� lag in updating raur data frram th� �raunty. I'v� attach�d a crapy raf th� nratic� sra that �v�ryran� is awar� raf what was s�nt. If anyran� wish�s tra fill this raut ran b�half raf th� adjraining prrap�rty rar th� subj�ct prrap�rty, pl�as� �mail it back tra m� and I will pass th� r�sprans� alrang tra th� � Hayl�y Zagurski I S�nirar Plann�r D�partm�nt raf D�v�lrapm�nt S�rvic�s I Planning Divisiran Offic�e (940j 349-7785 I Faxe (940j 349-7707 .�:. �..�....V�..:....II::::N..l.�:.lc,�".!:...�"...:`�.1::.!::.�'..�":1::�.....�.�'..!"!..1::�".!"�.�........�.�".%�.�.�......^�..�.�:.��. �. .�.��.:.�:.!.:1::�"�fr.� r� i�r:i::�".!"�..:..�:�"..!:�. i dl'. bU � � I �. . . ��. 1 �� „ .,�. From: Kevin Bankhead [mailto;kbankh�ad@fortr�ss.com] Sent: Wednesday, January 31, 2018 6:39 PM To: Zagurski, Hayley <HaVI�y.Za�urski@cityofd�nton.com> Cc: Kenny Bounds <k�nnvbounds@msn.com>; d�barb@hod��susa.com; Gerald Luecke (�Lu�ck�@I�od��sUSA.com) <�Lu�ck�@Hod��sUSA.com>; rco�@frpltd.com; Ron Cobb <rcobb@fortr�ss.com> Subject: RE: Public Hearing - Rayzor Ranch Marketplace Residential Z18-0001 V\/ant�d tra v�rify that yrau nratic�d th� Fid�lis R�alty �ntiti�s — Rayzrar Ranch f�ark�tplac� Assraciat�s and Rayzrar Ranch Land Assraciat�s - as th� (n�wj rawn�rs raf adjac�nt prrap�rty. � From: Daniel Ebarb [mailto;DEbarb@Hod��sUSA.com] Sent: Tuesday, January 30, 2018 9:06 AM To: Kevin Bankhead <kbankh�ad@fortr�ss.com> Cc: Kenny Bounds <k�nnvbounds@msn.com> Subject: RE: Public Hearing - Rayzor Ranch Marketplace Residential Z18-0001 K�vin, h�r�'s raur curr�nt draft including th� first rraund raf �ity cramm�nts. I'v� crapi�d K�nny �raunds, th� land rawn�r ran this �mail. Daniel Ebarb � Vice President � Architect HODGES Architecture � HODGES Living 972.387.1000 (o) � 817.239.1344 (m) (`^ f�l�;,a�� ain�id�;ir ulh�; �in�iir�ainrr��;inu k��f�air� I�.ririinuiin� ulhi� �rr��sil �air iu� ,auu,a�lhrr��;inu�. From: Kevin Bankhead (mailto;kbankh�adl�fortr�ss.com Sent: Friday, January 26, 2018 3:35 PM To: Charles Hodges <�Hod��s@Hod��sUSA.com>; Daniel Ebarb <DEbarb@Hod��sUSA.com> Cc: Dan Henke <DH�nk�@Hod��sUSA.com>; Gerald Luecke <�Lu�ck�@Hod��sUSA.com>; Ron Cobb <rcobb(a��rtr�ss.com> Subject: Public Hearing - Rayzor Ranch Marketplace Residential Z18-0001 Received Notice of Public Hearing for P&Z Meeting Feb 7. Have y'all completed the draft of Development Standards to be presented? Kevi n �� C��.�i�a��ti.�,� ��tiG.��W�� ,,,;�� ,�. �q"�� .a��:�r ��s�� a}�'��m�� [�.��;ia.��a�tu�� iy�� i��u��.�.�c�, �u� C�r:��'� ��ti�� -:� �� tl�i�� , �� .i��.�� "�� ,�m��:��e&�N ��°�rM�1�rp��, ��rv��m�� fi��7��r�� a�r �q�� u��a� �e'� ��at �'u��'��m��° i„d��y�cA-u'�� i�ti4'�� l�uix»� ��irl�z;�^ l��tl 'r�ii�� i� ��m�� °i�� RN ro�� I��a��tir�� wr� �� 1,�,�M ��M��P��N �i��, �,��.� �� The person sending this email is not a Fortress employee and is not authorized to bind or otherwise obligate Fortress or its affiliates in any manner. The person sending this email is not a Fortress employee and is not authorized to bind or otherwise obligate Fortress or its affiliates in any manner. � O O O � 00 � N � � � %>, � � tr er h a �n a. n � m _ . .... y� ��o �� k..l =G� s i ( �� I � g . 4 � .,� i�d � � �nuu�� a��. �� a � �� P� � ��? _ I � �� . �� S �i . �� y ��°r � � E dd � A ,— b �� l � �rs� ' �� v r �� i� _ i � � �� €� �LP � � ER ��'�'"��",,..�� ' � ,� ,� �, . .� � ; �r*"�� 3 Y � � �' � d� �� "� �" Cy � �ja'd � g g � g � . � � A � .Y �� J � a C� � 't _ ., & �, ., .� € f � �" . ss�'"�, w- �� ,,, � i� � � � 4 i J' �__...�,,j � � � ��.........�4 ��G �� .� � .v Nb � � �� s�� . i � � � , � � �, _ ..s. � � w � , „ � i>,, i>,, i>,, �; �; • � ', • � • � � � • • #' � � w ; � �a � ;� � Fr� �e. rr i7 � � : �: Planning & Zoning Commission Meeting Minutes B. Hc�ld a�ublic 11�arin� and cc�ilsid�r �al�in� a r�cc��nda�ic�i1 �c� �i�v �c�uncil r��ardin� a r�c�ues� by I�T) I'ar�n�rs LL� fc�r an a��nd��n� �c� �11� I�ayzc�r I�anc11 C�v�rlay T)is�ric� �c� �rc�vid� s�andards and cri��ria fc�r �11� r�sid�n�ial d�v�lc�t��n� wi�lun �11� I�ayzc�r I�anc11 �Iarl��lac� I��sid�n�ial �r�a. T'11� I�ayzc�r I�anc11 �Iarl��lac� I��sid�n�ial �r�a includ�s apt�rc�xi�a��lv 40.7 acr�s ��n�rally lc�ca��d c�i1 i11� w�s� sid� c�f Nc�rt11 F3c�ili�i� F3ra� S�r�� a��rc�xi�a��ly 1,400 f�� nc�rtll c�f ��s� LTi�iv�rsi�v T)riv� (LTS 3�0 in i11� �i� c�f T)�n�c�i1, T)�n�c�i1 �c�un�v_ T'�xas. T'1us i�� was cc�il�inued frc�� 11� F�bruarv 7_ 201� ��in�. (Zl�� 0001, I�avzc�r I�anc11 fi�arl��lac� I��sid�n�ial, Hayl�y Za�ursl�i�. Chair Strange opened the Public Hearing. Hayley Zagurski, Senior Planner, presented this request. Staff recommends approval of the request. Zagurski stated the applicant is present. Greg Edwards, applicant, Greg Edwards Engineering, 1621 Amanda Court, Ponder, Texas. Edwards provided information regarding the project, including a rendering of the preliminary site plan. The Commission and Edwards discussed the "big house" concept. Edwards stated the developer wants the development to look like single homes rather than an apartment development. Daniel Ebarb, developer, 13642 Omega, Dallas, Texas. Ebarb stated individual townhomes would be developed to appear as one house. Commissioner Ellis questioned if each unit will have its own entry from the outside. Ebarb confirmed. Commissioner Smith questioned if the units would be rental property or for sale. Ebarb stated they would be for sale. The following individuals spoke during the Public Hearing: Stephanie Wilson, 2609 Thunderbird Drive, Denton, Texas. Spoke in opposition. Wilson stated there is a lot of traffic in the area already. She questioned if there is a proposed point of access to the subject site connecting to the existing neighborhood. Zagurski stated no, the lines on the map are easements not an actual road. Jim Wilson, 2609 Thunderbird Drive, Denton, Texas. Spoke in opposition. Wilson questioned the proposed fence materials. Zagurski stated the materials would have to be listed as approved materials within the Rayzor Ranch Overlay District standards. Wilson stated there is a lot of traffic in the area, a lot of traffic currently cuts through their neighborhood to access the Rayzor Ranch development. Wilson questioned if there will be a Homeowners Association for the development. Ebarb confirmed. Commissioner Rozell requested an update from staff regarding the Bonnie Brae Street expansion. Zagurski stated the portion of the Bonnie Brae Street expansion for this area would be during Phase 6 of the overall expansion plan, which is projected for construction in approximately 2020-2021. Norma Fahrenbach, 2705 Thunderbird Drive, Denton, Texas. Spoke in opposition. Fahrenbach questioned the different types of houses to be developed on site. Ebarb provided the site plan and identified the location of "big houses" and townhomes on the site. There was no one else to speak Chair Strange closed the Public Hearing. The following individuals did not wish to speak, but provided a speaker card: Sheree Sardina, 2613 Thunderbird Drive, Denton, Texas. Opposed to this request. Kevin Bankhead, 5221 N. O'Connor Blvd, Ste 700, Irving, Texas. Supports this request. Commissioner Tim Smith motioned, Commissioner Larry Beck seconded to approve this request. Motion approved (6-0). Commissioner Alfredo Sanchez "aye", Commissioner Larry Beck "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", Commissioner Margie Ellis "aye", and Commissioner Tim Smith "aye". City Hall City of Denton 215 E. McKinney St. Denton, Texas 76201 ��,� I�Illlll�uuuuuuu��ii www.cityofdenton.com ��'�� Legislation Text File #: Z17-0027b, Version: AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance to rezone approximately 2 acres from a Neighborhood Residential Mixed Use 12 (NRMU-12) District to a Community Mixed Use General (CM-G) District. The subject property is located at 1101 W. University Drive, in the City of Denton, Denton County, Texas (Z17-0027b, Pecan Creek Crossing, Shandrian Jarvis Ugwoke). The Planning and Zoning Commission voted 6-0 to approve the request. City of Denton Page 1 of 1 Printed on 3/2/2018 I7c��w[��>i[>[i hy I [��>r;i�tf�ar��nv� City of Denton _ . City Ha11 �� 5 215 E. McKinney Street tiY �� " Denton, Texas www. cityo fdenton. com DEPARTMENT: CM: DATE: AGENDA INFORMATION SHEET Department of Development Services Todd Hileman March 6, 2018 SUBJECT Hold a public hearing and consider adoption of an ordinance to rezone approximately 2 acres from a Neighborhood Residential Mixed Use 12 (NRMU-12) District to a Community Mixed Use General (CM- G) District. The subject property is located at 1101 W. University Drive, in the City of Denton, Denton County, Texas (Z17-0027b, Pecan Creek Crossing, Shandrian Jarvis Ugwoke) BACKGROUND The request is for a rezoning from NRMU-12 District to CM-G District on approximately 2 acres of property located along W. University Drive. The applicant has indicated that the property will be developed with restaurant and retail uses. A full staff analysis of the rezoning request is provided in Exhibit 2. OPTIONS Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The staff recommends approval of this request. Planning and Zoning Commission recommends approval of this request. PRIOR ACTION/REVIEW (Council, Boards, Commissions) At the February 7, 2018 meeting, the Planning and Zoning Commission voted 6-0 to approve the request. Two letters in response to the request from property owners within 200 feet of the subject properry have been received- one in favor and one opposed to the request. At the meeting, there were no speakers for the item and no discussion by the commission regarding the request. A super-majority vote is not required for City Council approval. Minutes from the Planning and Zoning Commission meeting have been attached for reference. 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 Zoning Map 7. Comparison of Permitted Uses 8. Notification Map and Responses 9. Zoning Ordinance 10. Planning and Zoning Commission Minutes 11. Presentation Slides Respectfully submitted: Richard Cannone, AICP Interim Planning Director Prepared by: Shandrian Jarvis Ugwoke, AICP Principal Planner Minutes Planning and Zoning Commission February 7, 2018 After determining that a quorum was present, the Planning and Zoning Commission of the City of Denton, Texas convened in a Work Session on February 7, 2018 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, Andrew Rozell, Margie Ellis, and Steve Sullivan. ABSENT: Commissioner Tim Smith. STAFF: Athenia Green, Deborah Viera, Robert Makowski, Hayley Zagurski, Scott McDonald, Shandrian Jarvis, Cindy Jackson, Ron Menguita, Richard Cannone, and Victor Flores. �C�T�I� SESSIC�N Chair Strange called the Work Session to order at 5:01 p.m. l. �larifica�ic�i1 c�f a��nda i��s lis��d c�i1 �11� a��nda fc�r �1us ��in�. T'1us is an c��c�rtui�i�y fc�r �c��issic�il�rs �c� asl� c�ues�ic�ils c�f s�aff c�i1 �11� �c�ils�n� and I��lar ��nda i��s, w1uc11 �av includ� a full bri�fin� c�i1 an i�� in �11� c�rd�r i� a��ars c�i1 �11� r��lar s�ssic�il a��nda. �ny suc11 bri�fin� will b� r��a��d in r��lar s�ssic�il. There were no questions from the Commission regarding the meeting minutes, Consent Agenda Items, or Public Hearing Item 4A. Hayley Zagurski, Senior Planner, provided a brief presentation for Public Hearing Items 4B and 4C, which were presented together. The Commission and staff discussed on-street parking, upland habitats, traffic studies and density. Zagurski stated staff recommends approval of the zoning request, and approval of the Specific Use Permit based on one condition listed in the backup materials. There was no further discussion on these items. Chair Strange stated Public Hearing Item 4D will be opened and continued to a date certain. Hayley Zagurski, Senior Planner, presented Public Hearing Item 4E. The Commission discussed Limitation 6(L6). Staff recommends approval of this request. There was no further discussion. 2. �c�rl� S�ssic�il I��c�r�s: A. I��c�iv� a r��c�r�,llc�ld a discussic�il and �rc�vid� dir�c�ic�i1 r��ardin� r� �� alin� and r� l�J acin� S�c�ic�i1 3517 c�f �11� T)�n�c�i1 T)�v�lc��n� �c�d�. (T)��17�0011, Subclla��r 17, T)�bc�rall Vi�ra Deborah Viera, Assistant Director of Environmental Services, continued her presentation from the January 24, 2018 meeting, regarding this request. The Commission discussed the language used for the 10 acres of upland habitat, and the lack of protection regarding nonresidential developments. Victor Flores, Deputy City Attorney, stated the revisions to this update would allow the Environmentally Sensitive Areas (ESA) to be more aligned with the Tree Code ordinance. Viera agreed. Chair Strange provided his feedback regarding Alternative ESAs. Commissioner Rozell stated he does not feel comfortable voting on the item during the Public Hearing. He stated he feels there are some changes staff needs to address prior to taking action on the item. Chair Strange stated a vote to postpone the item could take place during the Regular Meeting. There was no further discussion. Chair Strange closed the Work Session at 6:22 p.m. REGULAR MEETING The Planning and Zoning Commission convened in a Regular Meeting on Wednesday, February 7, 2018 at 6:30 p.m. in the City Council Chambers at City Hall, 215 E. McKinney at which time the following items were considered: Chair Strange called the Regular Meeting to order at 6:43 p.m. I'LET�( �E C�F �LLE( �I�N�E: A. U.S. Flag B. Texas Flag 2. �C�NS�7ET� �I'I'T�CC)V�L C�F T'HE, I'L�NNIN(� �NI) ZC�NIN(� �C�fi�fi�ISSIC�N fi�INLTT'ES FC�I�: A. January 24, 2018 Commissioner Andrew Rozell motioned, Commissioner Margie Ellis seconded to approve the January 24, 2018 meeting minutes. Motion approved (6-0). Commissioner Alfredo Sanchez "aye", Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", and Commissioner Margie Ellis "aye". 3. �C�NSENT' �(�ENI)�: A. �c�ilsid�r a r�c�ues� by Sc�u�115��c�i1s I'rc��rty C�rc�u�, L�d. fc�r a��rc�val c�f a Final I'la� c�f �11� I�ancllc� Vis�a �ddi�ic�i1 Lc��s 7� 12 and 13 F31c�c1� l. T'11� a�t�rc�xi�a��ly 1.5 acr� si�� is ��n�rallv lc�ca��d n�ar �11� sc�u�ll�as� cc�r�l�r c�f �c�ili�i� 2 F3ra� and LTi�iv�rsi�y T)riv�, in T)�n�c�i1, T'�xas. FI'17�0030 I�ancllc� Vis�a �ddi�ic�i1, S1landrian :Tarvis LT�wc�l��i. B. �c�ilsid�r a r�ques� bv��, L�d. fc�r a�t�rc�val c�f a Final I'la� c�f I'aa�� rc�ssin� Lc�� 2, F31c�c1� �. T'11� a�rc�xi�a��l� 1 acr� si�� is ��n�rally lc�ca��d alc�il� Sirius T)riv�, a�rc�xi�a��ly 500 f�� nc�r�11 c�f �Iin�c� I�c�ad, in T)�n�c�i1 T'�xas. FI'17� 0019 I'aa�� rc�ssin�, S1landrian .Tarvis LT�wc�l��i. � Commissioner Larry Beck motioned, Commissioner Andrew Rozell seconded to approve the Consent Agenda. Motion approved (6-0). Commissioner Alfredo Sanchez "aye", Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", and Commissioner Margie Ellis "aye". 4. I'LTF3LI� HE,�I�INC�S: A. Hc�ld a�ublic 11�arin� and cc�ilsid�r �al�in� a r�cc��nda�ic�i1 �c� �i�y �c�uncil r� a� rdin� a r�c�ues� bv I�ayzc�r Inv. L�d. �c� r�zc�i1� a�rc�xi�a��ly 2 acr�s frc�� a N�i�]�bc�rllc�c�d T��sid�n�ial fi�ix�d LTs� 12 (NT�fi�IT�12� dis�ric� �c� a�c��ui�i� �Iix�d LTs� C��n�ral (��I�C��i dis�ric�. T'h� subj�c� �rc��rty is lc�ca��d a� 1101 �. LTi�iv�rsi�y T)riv� in �11� �i�y c�f T)�n�c�i1, T)�n�c�i1 �c�un�y, T'�xas Z17�0027a, I'�can �r��l� �rc�ssin�, S1landrian :Tarvis LT�wc�l��i. Chair Strange opened the Public Hearing. Shandrian Jarvis, Principal Planner, presented this request. Staff recommends approval of the request. There was no one to speak on this item. Chair Strange closed the Public Hearing. Commissioner Margie Ellis motioned, Commissioner Alfredo Sanchez seconded to approve this request. Motion approved (6-0). Commissioner Alfredo Sanchez "aye", Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", and Commissioner Margie Ellis "aye". B. Hc�ld a�ublic 11�arin� and cc�ilsid�r a r� u� es� by T)�n�c�i1 Sur�icar� T��al Es�a�� L�d and �2 I��sid�n�ial L�d �c� r�zc�i1� a�rc�xi�a��ly ll.42 acr�s frc�� a�c��ui�i�� fi�ix�d LTs� C��n�ral (�fi��C�� T)is�ric� �c� a N�i�]�bc�rllc�c�d T��sid�n�ial fi�ix�d�LTs� (NT�fi�IT� T)is�ric�. T'11� �rc��r�y is �i� Z�rally lc�ca��d c�i1 �11� �as� sid� c�f Sa� F3ass F3c�ul�vard and nc�rtll c�f Lc�ildc�ild�rrv Lan� in �11� �i�v c�f T)�n�c�i1, T)�n�c�i1 �c�un��, T'�xas. �Z17�0003a, �c�v�n�rv II ��art��n�s, Havl�y Za�ursl�i� Chair Strange opened the Public Hearing. Hayley Zagurski, Senior Planner, presented Public Hearing Item 4B and 4C together. She stated staff recommends approval of the zoning request. Staff recommends approval of the Specific Use Permit based on conditions. The applicant held a neighborhood meeting on February 5, 2018. Applicant, Josh Hendon, Western Securities, 13016 Bee Street, Farmers Branch, Texas, stated he has developed in Denton before and feels this project is fitting for the area. 3 Commissioner Beck questioned tree preservation. Hendon stated they are trying to salvage as many trees as possible. There was no one else to speak Chair Strange closed the Public Hearing. Commissioner Andrew Rozell motioned, Commissioner Larry Beck seconded to approve this request. Motion approved (6-0). Commissioner Alfredo Sanchez "aye", Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", and Commissioner Margie Ellis "aye". C. Hc�ld a�ublic 11�arin� and cc�ilsid�r a r�c�ues� by T)�n�c�i1 Sur�icar� T��al Es�a�� L�d and �2 I��sid�n�ial L�d fc�r a S��cific LTs� I'�r�ni� �c� allc�w fc�r a�ul�i�fa�ilv r�sid�n�ial us� c�i110.6� acr�s c�f land. T'11� �rc��r�y is ��n�rally lc�ca��d c�i1 �11� �as� sid� c�f Sa� F3ass F3c�ul�vard and nc�rill c�f Lc�ildc�ild�rry Lan� in �11� �i�v c�f T)�n�c�ily T)�n�c�i1 �c�un�v, T'�xas. (517�0011a, �c�v�n�rv II ��ar��n�s, Hayl�y Za�rsl�i�g. Chair Strange opened the Public Hearing. Hayley Zagurski, Senior Planner, presented this item with Public Hearing Item 4B. Staff recommends approval of this request based staff's condition provided in the backup materials. Richard Cannone, Interim Planning Director, stated he would like to add a recommendation to be added as a condition, which is as follows: the development shall be in conformance with the concept plan as provided. There was no one to speak Chair Strange closed the Public Hearing. Commissioner Margie Ellis motioned, Commissioner Steve Sullivan seconded to approve this request based on the following conditions: 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, but shall be in conformance with the concept plan as submitted. Motion approved (6-0). Commissioner Alfredo Sanchez "aye", Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", and Commissioner Margie Ellis "aye". D. Hc�ld a�ublic 11�arin� and cc�ilsid�r �al�in� a r�cc��nda�ic�i1 �c� �i�y �c�uncil r� a� rdin� an a��nd��n� �c� �11� I�ayzc�r I�anc11 C�v�rlay T)is�ric� �c� �rc�vid� s�andards and cri��ria fc�r �11� r�sid�n�ial d�v�lc��n� wi�lun �11� I�ayzc�r I�anc11 fi�arl�� 1J� ac� I��sid�n�ial �r�a. T'11� I�avzc�r I�anc11 �Iarl��lac� I��sid�n�ial �r�a includ�s at�t�rc�xi�a��lv 40.7 acr�s ��n�rally lc�ca��d c�i1 �11� w�s� sid� c�f Nc�ri11 F3c�ili�i� F3ra� S�r��, a��rc�xi�a��ly 1,400 f�� nc�rtll c�f ��s� LTi�iv�rsi�v T)riv� �LTS 3�Oy in �11� �i�y c�f T)�n�c�i1, T)�n�c�i1 �c�un%y, T'�xas. (Z1��0001, T�a�zc�r T�anc11 �Iarl�� 1J� ac� T��sid�n�ial, HaY� Za�ursl�iy. T'HIS IT'Efi� IS F3EINC� I'C�ST'I'C�NET) T'C� � T)�T'E �EI�T'�IN C�F FEF3I�LT�I�Y 21 201�. 4 Chair Strange opened the Public Hearing. He stated the item would be continued to a date certain of February 21, 2018. Commissioner Andrew Rozell motioned, Commissioner Margie Ellis seconded to continue this item to a date certain of February 21, 2018. Motion approved (6-0). Commissioner Alfredo Sanchez "aye", Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", and Commissioner Margie Ellis "aye". E. Hc�ld a�ublic 11�arin� and cc�ilsid�r �al�in� a r�cc��nda�ic�i1 �c� �i�y �c�uncil r��ardin� a�rc��c�s�d r�visic�il �c� �11� T)�n�c�i1 T)�v�lc��n� �c�d�; s��cifically �c� a��nd �11� li�i�a�ic�ils in Subcllat��r 5 Zc�i�in� T)is�ric�s and Li�i�a�ic�ils r�la��d �c� �ix�d�us� d�v�lc��n� r�c�uir��n�s fc�r �ul�i�fa�ilv us�s. iI)��l ��0001, fi�ix�d LTs� �c�d� LT�da��, Hayl�y Za�ursl�i�. Chair Strange opened the Public Hearing. Hayley Zagurski, Senior Planner, presented this request. Staff recommends approval of this request. There was no one to speak Chair Strange closed the Public Hearing. He stated he is glad to see this item come before the Commission. Commissioner Margie Ellis motioned, Commissioner Larry Beck seconded to approve this request. Motion approved (6-0). Commissioner Alfredo Sanchez "aye", Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", and Commissioner Margie Ellis "aye". F. Hc�ld a t�ublic 11�arin� and cc�ilsid�r �al�in� a r�cc��nda�ic�i1 �c� �i�y �c�uncil r��a_ rdin� �rc�t�c�s�d r�visic�ils �c� �11� T)�n�c�i1 T)�v�lc��n� �c�d�; s��cifically �c� r��al and r��lac� S�c�ic�i1 3517 c�f i11� T)�n�c�i1 T)�v�lc��n� �c�d�. (T)��17� 0011a, Envirc�il��n�allv S�nsi�iv� �r�as, T)�bc�rall Vi�ra�. Chair Strange opened the Public Hearing. Deborah Viera, Assistant Director of Environmental Services, provided a presentation regarding this request. She provided feedback as to why the changes are needed. Commissioner Rozell questioned MS4, he stated the four (4) items listed all appear to be economical benefits to the City. He questioned if the intent is to protect the economic benefits or the actual habitats. Viera stated she did not previously go into detail regarding the six (6) basic analysis for the criteria. She provided detail regarding those six items and how they preserve the habitats and not just the economic benefit for the City. Commissioner Sullivan questioned if there are any provisions that would render all or a portion of a property as unusable or undevelopable, which would give benefit to the property owner. Viera stated there is a way to restrict land rights, there could be a conservation easement to prevent development. 5 Chair Strange requested clarification regarding Section 17.7.b3, regarding standard for filling undeveloped floodplains. Viera stated the limitation on the fill is intended to be within the floodplain. The Commission discussed Alternative ESA plans, water related habitats, interactive map clarification and definition clarification. Lee Allison, Allison Engineering Group, 2415 North Elm Street, Denton, Texas, spoke on behalf of the Denton Community Developers Alliance (DCDA). He stated he is speaking on behalf of the community and property owners. The DCDA provided 43 comments to staff, which are included in the 61 comments that were provided in the backup materials by staff. Allison stated they have concerns since they did not receive any feedback regarding the 43 comments. Chair Strange questioned if the DCDA met with staff or if they only provided comments to staff. Allison stated he met with Viera back in December of 2017. The Commission, staff and Legal discussed processes, procedures and subdivision variances. There was no one else to speak Chair Strange closed the Public Hearing. Commissioner Beck stated he doesn't have an issue with the proposed revision, however, he does feel that more discussion is needed. Commissioners Ellis and Sanchez agreed. Viera stated she has staff comments and answers regarding the 61 comments provided in the backup materials. She will provide that information at an upcoming Work Session. The Commission discussed starting the Work Session at 4:00 p.m. to allow additional time to review the request. Commissioner Larry Beck motioned, Commissioner Andrew Rozell seconded to continue this item to a date certain of February 21, 2018. Motion approved (6-0). Commissioner Alfredo Sanchez "aye", Commissioner Larry Beck "aye", Commissioner Steve Sullivan "aye", Commissioner Andrew Rozell "aye", Chair Jim Strange "aye", and Commissioner Margie Ellis "aye". 5. I'L�NNIN(� �NT� ZC�NIN(� �C�fi�fi�ISSIC�N I'T�C�:TE�T' fi��T'T�I�: A. I'lani�in� and Zc�i�in� �c��issic�il �rc��c� �a�rix Commissioner Rozell requested information regarding form-based zoning codes, and for staff to look into the traffic standpoints throughout the City. Richard Cannone, Interim Planning Director, stated staff will provide information at an upcoming meeting. Commissioner Sullivan questioned an opportunity for staff to create a Neighborhood Residential- 5 zoning district. Cannone stated staff is looking into this with the Denton Development Code update. There was no further discussion. Chair Strange adjourned the Regular Meeting at 8:55 p.m. � � N O O � ti � N e / �„�. �v'��„�J �l�ta„ra�"J�;"i �� `�r ��: ��n�vH�,nr a � � ; � �. �� '; � � �� ' U � wyrwi �� .. 9�1��ue ��fU' � .... %i; l � • �, � : �. _ � �:, �, � • �, �; • • r, • � �; �; 1 � I �, • � ! • � � � ��, p �i �i„�"i' �; �� iz �,�"U W,� �;, �,�,�a1 ri, �� 'i�g �,. � 4 f!�*�r � � � � Mva �;:.aYa;.��" V� � w� � i � 4� � i� ��,, ,�� ,�� o��'� ,;��l,i„ ,, , „�1�� t�� „�� y � �a� , �� lt�.:�I i; l /�;, m � 1J 3 �� %/// .,, ;` o °' / � ; J °� � ., � j ,%! °� yf :, � ' �/;�i � I �� C!��'��J��J �i �w"� � ,, i la �t,� «rf " i� �" � I!"�ao- �ir � , � l�� /�� ' °% �r�ar ui /G��lr u�� "1 ��» i�� i� �� :,� u�� a %/„///% 1r� � , P/ , �ql�'i . d,�d., � �'��Y�:�'' ��„�� „�� .�mmlllllum��. �� ,� � Planning Report Z17-0027b / Pecan Creek Crossing City Council District 3 March 6, 2018 REQUEST: Hold a public hearing and consider adopting an ordinance to rezone approximately 2 acres from a Neighborhood Residential Mixed Use 12 (NRMU-12) District to a Community Mixed Use General (CM-G) District. The subject property is located at 1101 W. University Drive, in the City of Denton, Denton County, Texas (Z17-0027b, Pecan Creek Crossing, Shandrian Jarvis Ugwoke) OWNER: Rayzor Inv. Ltd. APPLICANT: Worth Williams BACKGROUND: The request is for a rezoning in order to develop the subject property with restaurant and retail uses. The existing NRMU- 12 district is primarily a moderate- to high-density residential zoning district. The applicant is seeking to rezone the subject property from the less intense NRMU-12 district to the more intense CM-G district, which permits a wide range of commercial uses. A complete list of permitted uses is provided in the Comparison of Permitted Uses Table. SITE DATA: The 2-acre subject property is located along W. University Drive, between Malone and Fulton streets. It is a part of a larger 4.4 acre tract of unplatted land that is currently undeveloped. There are floodplain and environmentally sensitive areas found on the southwest corner of the site. The property has and Fulton streets by the Mobility � sidewalks. approximately 250 feet of frontage on W. University Drive between Malone This segment of W. University Drive is classified as a Primary Major Arterial lan and is currently improved as a six-lane divided roadway with curbs and SURROUNDING ZONING AND LAND USES: Northwest: North: Northeast: Zoning: CM-G District Zoning : Community Mixed Zoning: CM-G District Use: Commercial Use (CM-G) District Use: Commercial Use: Commercial West: East: Zoning: NRMU-12 and NR 3 Zoning: CM-G and NRMU- districts : ' ' 1 ' ' 12 district Use: Institutional Use: Residential and Commercial Southwest: South: Southeast: Zoning: NR-3 District Zoning: NR-3 and NRMU-12 Zoning: NRMU-12 District Use: Undeveloped/Floodplain districts Use: Office and Commercial Use: Undeveloped/Floodplain COMPATABILITY OF REQUEST WITH SURROUNDING ZONING AND LAND USES: The purpose of the CM-G District is 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. A complete list of permitted uses is provided in the Comparison of Permitted Uses table. The requested CM-G District would be a continuation of the CM-G Districts to the north and east of the subject property. It would also permit restaurants and other uses that are generally compatible with the existing land use pattern in this area and ensure a cohesive development pattern along the W. University Drive corridor. COMPREHENSIVE PLAN: Per the Future Land Use Map in Denton Plan 2030, the subject property is designated as Commercial. This designation applies to concentrations of commercial uses, including regional, community, and neighborhood shopping centers. Such properties may not be expected to undergo redevelopment or a change in use over the Plan horizon, and the immediate areas in which they are located may not be suitable for the introduction of mixed-uses. Future commercial areas are maintained to accommodate existing viable commercial uses, as well as commercial uses that may not be appropriate to be located in a mixed-use format, such as auto- oriented uses, and stand-alone commercial uses to serve outlying areas of the city. The amount of commercial development should be balanced appropriately with existing and proposed residential land use. The existing NRMU-12 zoning is not generally compatible with the Commercial Future Land Use designation, given that the commercial land use category typically excludes residential uses. Since the subject property and adjacent NRMU-12 zoned parcels have remained undeveloped, this may further indicate that the NRMU-12 district may not be the most appropriate zoning district along this high-traffic commercial corridor. CONSIDERATIONS: l. The applicant has indicated that the request is to rezone from NRMU-12 District to CM- G District to facilitate the development of retail and restaurant uses on the subject property. The intended restaurant use is not permitted within the current zoning district. 2. The purpose of zoning is to establish allowable land uses, density, and character for a particular area. Any combination of uses and densities allowed by the approved zoning district could be constructed on the site. If this rezoning request is approved, all uses permitted under the CM-G District could be developed on the property. These uses are still considered to be commercial, and they would fit within the character of this area of the City, which is currently developed with a mix of commercial uses. In areas where the CM-G District would abut less intense uses, the City's compatibility buffer requirements would be enforced to ensure that the new development is sensitive to the surrounding built environment. 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. The requested CM-G District conforms to the Future Land Use Plan for this area, which designates the tract for commercial use. It is not anticipated that this rezoning would impede adequate provision of public infrastructure; however, additional analysis will be conducted at the platting and site development phases to determine impacts on surrounding infrastructure. STAFF RECOMMENDATION: Staff recommends approval of the request as it meets the criteria for approval established in Section 35.3.4 of the Denton Development Code; specifically 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, 11 letter notices were sent to property owners within 200 feet of the subject property, 26 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. One letter in support of and one letter in opposition to the request have been received to date from the property owners within 200 feet of the subject property. 380 SITE Parcels Roads Z17-0027 Site Location �ra 0 125 250 500 Feet � % ,. I� l % , offDento�n and hPsve been msde a daiPable�tonthe publlchbasedron the P�u�blicminPormfathon A�tct Th�e Clty of Dentonl mskeseeveey eff rtTolpeoduceesnd publlsh th�e mostpc�ureent andtaccu ate informatPonr posslbleh No warPantiesthexpressetd or are prowded for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance ofthis statement. I I � SITE Parcels Roads CM-G N R-3 Z17-0027 Existing Zoning Map 380 ii��p��iiiiiiiiiiiiiiiiiiiiiiiii;;l;l;l!iiiiiiiiiiN;l!I!I�ii�iiiiiillllll!I!I!�!�I N R M U III""i�llllli Illlllllllllw� ��°%°%°'�%��„ �� NRMU-12 i„'0%'�%;°%'�,''%� 0 125 250 500 Feet , � �% Ir�� % , offDento�n and hPsve been msde a daiPable�tonthe publlchbasedron the P�u�blicminPormfathon A�tct Th�e Clty of Dentonl mskeseeveey eff rtTolpeoduceesnd publlsh th�e mostpc�ureent andtaccu ate informatPonr posslbleh No warPantiesthexpressetd or are prowded for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance ofthis statement. I I Z17-0027 Future Land Use Map ,,�„ ' ��(� j • io�oi�1;% � y�%% _ „�� ' �� e . o �', o � � � 380 tiMtiuu . . . . . .. � Low Residential ' v g ,,, � � : � ,. . ,��, . , ,s �''I , ;�,= � �� - � �, �, . < ; � �� ' � � ,�'�,=�� o ,.; � �J,�il�ilr�✓�rl>>��11�� f , � : ,�;;'��' � � �� , � � iiiu�»>ii u»»��ui»uuiu»»>ui» f o I�� w � , o - ' � ,, � ' � � ,�,�»,»��,�»,»�, � i� IOO��OIII�I,,: ,,, � , � , .,��, �I9u�",'� ,;:...s �,>.` `.'` i� ,��. - .... � :'�r� `�a-'. , , , , ,'�,,.[: °".r^.r r,.�,r. � :''° . ,^'r;„� A ' 0 255 510 1,020 QSITE FUtUI'e LBtld Use Community Mixed Use "�E „'� �� Feet Parcels Low Residential IIII IIIIIIIIIIIIIIIIIIII� Neighborhood Mixed Use 5 �� ; 0 ,� --� �� Roads � Moderate Residential ��'��;��y�, Neighborhood / University CompatibilityArea �;� � `�� Y I IIIIIIIIIIIIIII Downtown Denton IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII Commercial �+ ' ��' ` ,� �. "".`�,`�, p y IIIIIIIIIIIIIIIIIIIIIIIIIIIIIII p p �A � �,,,�„�,�; Downtown Com atibilit Area Parks / O en S ace ❑-� ', � i ��6 ti��j��. Il.k��ra!�mNau�odrrrat��v� ��d M�rwrt:��a� w d,i'�P�II� '�' oaee_ iva�zon 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 le❑al, 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 effortTo produce anc7 publish the most current and accurate information possible. No warranties, expressec7 or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance ofthis statement. � �� SITE Parcels Roads CM-G N R-3 Z17-0027 Proposed Zoning Map 380 m m. um, m, um, lllllll N RM U I I i I I I I%j j//I I I I i I I I/j///I I I I i I I I I I%j j//I I I I i I I I//i///I I I i I I I I I I%j j/I I I u ' � �� NRMU-12 �,,,��,,,,�,,,,��,,,�,,,,%� i%, �,,,%�%,%,, 0 125 250 500 Feet i � � � Ir�� % , offDento�n and hPsve been msde a daiPable�tonthe publlchbasedron the P�u�blicminPormfathon A�tct Th�e Clty of Dentonl mskeseeveey eff rtTolpeoduceesnd publlsh th�e mostpc�ureent andtaccu ate informatPonr posslbleh No warPantiesthexpressetd or are prowded for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance ofthis statement. I I Permitted Use Comparison CM-G Residential Uses Agriculture Livestock Single-family Dwellings Accessory Dwelling Units Attached Single-family Dwellings Dwellings above Businesses Live/Work Units Duplexes Community Homes for the Disabled Group Homes Multi-family Dwellings Fraternity or Sorority House Dormitory Manufactured Housing Developments Commercial Land Uses Home Occupation Sale of Products Grown on Site Hotels Motels Bed and Breakfast Retail Sales and Service Movie Theaters Restaurant Private Club Bar Drive-Through Facility Professional Services and Offices Quick Vehicle Servicing Vehicle Repair Auto and RV Sales Laundry Facilities Equestrian Facilities Outdoor Recreation Indoor Recreation Major Event Entertainment Commercial Parking Lots NRMU , �, � � � � � � CM-G NRMU � I�� Administrative or Research Facilities Broadcasting or Production Studio Sexually Oriented Business Industrial Land Uses CraftAlcohol Production Printing/Publishing Bakeries Manufacture of Non-Odiferous Foods Feed Lots Food Processing Light Manufacturing Heavy Manufacturing Wholesale Sales Wholesale Nurseries Distribution Center/Warehouse, General Warehouse, Retail Self-Service Storage Construction Materials Sales Junk Yards and Auto Wrecking Wrecker Services and Impound Lots Kennels Veterinary Clinics Sanitary Landfills, Commercial Incineratiors, Transfer Stations Gas Wells Institutional Land Uses Basic Utilities Community Service Parks and Open Space Churches Semi-Public Halls, Clubs, and Lodges Business/Trade School Adult or Child Day Care � � � L(27) L(27) CM-G NRMU ��JF� L(25) I�� I�� I�� I�� I�� I�� I�� I�� I�� L(14) I�� I�� Kindergarten, Elementary School I�� Middle School I�� High School I�� Col leges I�� Conference/Convention Centers Hospital Elderly Housing Medical Centers Cemeteries Mortuaries WECS WECS General Regulations Minimum Lot Area (square feet) Maximum Density Maximum Lot Coverage Minimum Landscaped Area Maximum Building Height CM-G NRMU 2,500 2,500 30 80% 80% 20% 20% 65 feet 65 feet Z17-0027 Notification Map � e . � o - � � . e �aca� . . _ o ��. �w��.�.u�� W Z 0 J a � �� iii �� o .... .... ..: .. .�� 0.'..D.. .. .... . .... ......... ......... ......... �� ..�A7SJ�3A:IU ....... Z � � m � .... ... \A�JUu'[nYJ ........ ......... ......... .. � � A �� 0 125 250 500 Feet SITE �° E M'" N„ � � -_ s � � �' — �, _ x �� ,:. Parcels � '�. � � �� Lu�� ,. . � � : a, �� R�adS II kw��ra�rNao�odrrra�^��v� ��d M rwc�� w d:i�kll� oaee_ iva�zon 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 le❑al, 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 effortTo produce anc7 publish the most current and accurate information possible. No warranties, expressec7 or implied, are provided for the data herein, its use, or its interpretation. Utilization ofthis map indicates understanding and acceptance ofthis statement. , „� ,�, r l� ; ' �I � Response Form Project Number Z17-0027 Pecan Creek Crossing Development Services � mm. ... ..... � ,. � .��..� ..............._... ..._. 215 W. Hickory St., Denton, TX 76201 �(940) 349-8541 In order for youi• opinion to be counted, please complete and mail this form to. City of Denton Development Services Attn: Shandrian Jarvis Ugwol<e, Project Manager 215 W. Hickoiy St. Denton, TX 76201 You may also email or fax a copy to Shandrian.Jarvis@cityofdenton.com or (940) 349-7707. � � � � � � � � � � � � � � � � �� Project Number Z17-0027 Please circle one: �(In favor of request Comments: Signature: ❑ Opposed to request Printed Name: "' �' � � . �, � . _. � , � �a �'� ,�,�,.- �� ,�.� � �.�� „ ��: x �� , � � � �- ,�� e , ... . � � � �,,,; � M ... ..........� Street Address• ... " � ,� '�' �,�..... .� �� rc • ��"� ��.� ,,,,.� � � ��e. '� � _� � �:f��'� .. Cit State and Zi Code � �� Y� P �� .��:��' re� e e �� "�: � �e...., '�� .._____ ......... ._ ...... 'Phone Number: Email Address: q�rG-- z31--C7?� Physical Address of Property within 200 Feet: ��C�___ , ��,��,:.�.,� ADA/EOE/ADEA www.cityofdenton.com �.��2 �� ,��.,�;:., 150 TDD (800) 735-2989 �"° � �� a�;.�� .�^;� a � � . ,� c . � � �. � � . ,_ _ � .�.. . .,.., . .. .._ . � rM , :� � w� "�� . �:�� m,6 �9 � � �a�w�°wYaws�, (°:�. ��a�°,r,� � e ��.�dwd� ;, ��.�� .:� p . . �� e.'�.,'"�k�'D;&�,,,v�""u.,9 ��,��.+�;a' �" �':��•.1.�w'�, n;.��a:v�'� °ti':�.0P1'�Mu: x :"tl d . M4.��},.e°. 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AN ORDINANCE OF TH� CITY OF DENTON, TEXAS, REGARDING A CHANGE IN "�I'HE 70NING CLASSIFICATION FROM A NEIGHBORHOOD RESIDENTIAL MIXED-USE 12 (NRMU-12) ZONING DISTRICT AND USE CLASSIFICATION TO A COMMUNITY MIXED-USE GENERAL (CM-G) ZONING DISTRICT AND USE CLASSIFICATION ON APPROXIMATELY 2 ACRES OF LAND GENERALLY LOCATED AT 1101 W. UNIVERSITY DRIVE IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; ADOPTING AN AM�NDMENT TO THE CITY'S OFFICAL ZONING MAP; PROVIDING FOR A PENALTY IN THE MAXIMUM AMOUNT OP $2,000.00 FOR VIOLATIONS THEREOP; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (Z17- 0027) WHEREAS, Rayzor Inv. Ltd. has applied for a zoning change on approximately 2 acres of land legally described and depicted in Exhibit A, attached hereto and incorporated herein by reference (hereinafter, " the Property") fi•om a NR-2 zoning district and use classification to a NR- 6 zoning district and use classification; and WHEREAS, on Februaiy 7, 2018, the Planning and Zoning Coinmission, 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 of the change in zoning district and use classification; and WHEREAS, on March 6, 2018, the City Council likewise conducted a public hearing as required by law, and iinds 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 thc 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 COIJNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preatnble of this oi•dinance are incorporated herein by reference and found to be true. SECTION 2. The zoning district and use classification for the Property is hereby changed fi�oin NRMU-12 Dish�ict to CM-G District. SEC`I'ION 3. The City's official zoning nlap is hei•eby ainended to show the change in the zoning district and use classiiication. SECTION 4. If any provisioil of this ordinance or the application thereof to any person or circuinstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applicaiions, and to this end the provisions of this ordinance are severable. S�CTION 5. Any person, iirm, 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 suin 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 ofiense was committed and the former law is continued in effeci for lhis purpuse. SECTION 7. In coinpliance with Section 2.09(c) of the Denton Charter, this ordinance shall become effective fourteen (14) days fi•om 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 , 2018. CHRIS WATTS, MAYOR ATTEST: �TF.I�INTFF_.T� W1�T,TF,RS, CITY SECRFTARY � APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: Exhibit A Property Legal Description and Site Location Map ��F��i'I�� .�'�'�t'�t��'if' T"��, �'u� � �ii�,1;�.T`t�C.g �r� It�r� `wrl`; �'i ��+�€Er�'�Y C��xt`sir�t� ��;a�s� f(°�}. �� ,R�:�, �:�r��.# k��;€r,� � ��v��l C�t 1�5t�:� ,E; .� �: ��`rt",�7 �'��r`��_E'=� ��-� �. za�� i�'a��t'�. �`�1`.�"li`.��: �'�.��. ��i� �41`4se� � i`'�I�#z,� .,t�flt�lt� .��' 9tt�r'. o.i= .t�f.l gf;wr:� [w`�1� t`�` �t��-' r�F��" �w� a"��i.`�'g°.��:Sf ��?�¢r�Y`�'t��`,�, 3��v�:�. ��,.,�r;{�a� sr� '� �.�C'�� . ,r:�� a� � � r�i` I�� tl�€ � ,�>t�fr�`,'� ��r� i��c��r�:�:z ��tz"� r��1��riE��ri ir€ �r�:�.��'��il: rs�€ Etr , .,,�'f E,tr.�mr �i��f1i��: ��:�.it`�1s, y�lt�#� : C`il�s '�,�,. �;�'t�� .�,°}4��, �C1�' :��i� f�.,�'�:�:�1 i�:.:;r�i� �t�� °t1C�� k.��y�1�f3 ��.4: � at � �.;i �! �.1 h°3.�.; �! �3��.�P�1 i m ,� s �E� `6��`'L,� � t;�;>,� .r�(�E�:;�! � x�., ,��'- �:� �4� �f'Z�° �4�.1�'t�_�'fi°�` fa�€ � �� ::3€ L�r,:.�� ;aCt � ��A��;�.�. =� ` �is'� 1 t�C� �t��i �s�i��€ �:3-��.�c�f �.i = ��- �E :�: � ��rE' �r_,;� �3 r a��l.�.��f �a�,a•'tF��e �sF �� T,. � I;l �"#��.:;'� �'� �'. a :. 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