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2020-05-19 Agenda with Backup
City Council City of Denton Meeting Agenda City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Work Session Room & Council Chambers1:00 PMTuesday, May 19, 2020 CLOSED MEETING BEGINS AT 1:00 P.M. WORK SESSION BEGINS AT 2:00 P.M. IN THE WORK SESSION ROOM REGULAR MEETING BEGINS AT 6:30 P.M. IN THE WORK SESSION ROOM Note: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth, and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor and Paul Meltzer will be participating in the work session, closed meeting, and regular meeting via video/teleconference. REGISTRATION GUIDELINES FOR ADDRESSING THE CITY COUNCIL Due to COVID-19 precautions, members of the public will not be able to attend the May 19 City Council meeting in-person. To accommodate and receive input on agenda items, citizens will be able to participate in one of the following ways (NOTE: Other than public hearings, citizens are only able to comment one time per agenda item; citizens cannot use both methods to comment on a single agenda item. Public comments are not held for work session reports.): • Virtual White Card – On May 15, the agenda was posted online at www.cityofdenton.com/publicmeetings. Once the agenda is posted, a link to the Virtual White Card, an online form, will be made available under the main heading on the webpage. Within this form, citizens may indicate support or opposition and submit a brief comment about a specific agenda item. Comments may be submitted up until the start of the meeting, at which time, the Virtual White Card form will be closed. Similar to when a citizen submits a white card to indicate their position on the item, these comment forms will be sent directly to City Council members and recorded by the City Secretary. City Council Members review comments received in advance of the meeting and take that public input into consideration prior to voting on an agenda item. The Mayor will announce the number of Comment Cards submitted in support or opposition to an item during the public comment period. Comments will not be read during the meeting. The City Secretary will reflect the number of comments submitted in favor/opposition to an item, the registrant’s name, address, and (summary of) comments within the Minutes of the Meeting, as applicable. OR • By phone – Citizens wishing to speak over the phone during this Council meeting, may call (940) 349-7800 beginning 30 minutes prior to the meeting start time. Comments by phone will be accepted until the item is opened for discussion by the Council. When the call is initially received, a staff member will receive the caller’s information and either: 1) offer to call the citizen back when it is time for them to speak, or 2) record the caller’s information, support or opposition, and comment. If the caller chooses to record their support or opposition, rather than speaking during the meeting, the Mayor will announce the number of comments submitted in support or opposition to the item. If the caller wishes to receive a call back, the voice of each caller will be broadcast into the meeting during the public commenting time of their desired agenda item. Individuals will be able to comment once per agenda item, no matter the method. Page 1 Printed on 5/27/2020 May 19, 2020City Council Meeting Agenda • At regular meetings only, citizens can speak on any topic that is not on the agenda (Open Microphone). Alert the call taker if you wish to speak under the Open Microphone category. If you would like to give a public report, see the information below. After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Closed Meeting on Tuesday, May 19, 2020, at 1:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas to consider specific item(s) when these item(s) are listed below under the Closed Meeting section of this agenda: 1. Closed Meeting: Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City’s attorneys on the legal status, expenses, strategy and options for resolution of litigation in Cause No. DC-17-08139, styled “Michael Grim and Jim Maynard v. City of Denton, Texas” pending in the 68th Judicial District Court, Dallas County, Texas; where public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or otherwise compromise the City’s legal position in pending litigation. ID 20-834A. Deliberations regarding Personnel Matters-Under Government Code Section 551.074. Discuss and deliberate evaluation of candidates and the appointment/employment of a City Auditor. ID 20-970B. C. Adjournment of the Closed Meeting. Any final action, decision, or vote on a matter deliberated in a Closed Meeting will only be taken in an Open Meeting that is held in compliance with Texas Government Code, Chapter 551, except to the extent such final decision, or vote is taken in the Closed Meeting in accordance with the provisions of Section 551.086 of the Texas Government Code (the ‘Public Power Exception’). The City Council reserves the right to adjourn into a Closed Meeting or Executive Session as authorized by Texas Government Code, Section 551.001, et seq. (The Texas Open Meetings Act) on any item on its open meeting agenda or to reconvene in a continuation of the Closed Meeting on the Closed Meeting items noted above, in accordance with the Texas Open Meetings Act, including, without limitation Sections 551.071-551.086 of the Texas Open Meetings Act. After determining that a quorum is present, the City Council of the City of Denton, Texas will convene in a Work Session on Tuesday, May 19, 2020 at 2:00 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: WORK SESSION 1. Citizen Comments on Consent Agenda Items This section of the agenda allows citizens to speak on any item listed on the Consent Agenda prior to its consideration. Each speaker will be given a total of three (3) minutes to address any item(s). Any person who wishes to address the City Council regarding these items may do so by utilizing the "By Phone" registration process as referenced under the REGISTRATION GUIDELINES FOR ADDRESSING THE CITY COUNCIL detailed at the beginning of this agenda. Registration is required prior to the time the City Page 2 Printed on 5/27/2020 May 19, 2020City Council Meeting Agenda Council considers this item. Registrants may call in and remain on hold or receive a call back at the time the Work Session is called to Order and are encouraged to ensure they remain accessible to accept the call. 2. Requests for clarification of agenda items listed on this agenda. 3. Work Session Reports Receive a report, hold a discussion, and give staff direction regarding an update to the City of Denton’s COVID-19 response. ID 20-942A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation 05 19 20 Attachments: Receive a report, hold a discussion, and give staff direction regarding a substantial amendment to the 2019 Action Plan for Housing and Community Development submitted in June 2019 to the U.S. Department of Housing and Urban Development in regard to the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), Public Law 116-136 which provided $618,736 in funding from the Community Development Block Grant (CDBG) to the City of Denton and the upcoming 2020 Action Plan and the 2020-2022 Consolidated Plan for Housing and Community Development. ID 20-948B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Attachments: Receive a report, hold a discussion, and give staff direction regarding amendments to the Ethics Ordinance and the Board of Ethic’s Rules of Procedure. ID 20-851C. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Letter of Recommended Amendments to the Ethics Ordinance Exhibit 3 - Letter of Recommended Amendments to the Rules of Procedure Exhibit 4 - Presentation Exhibit 5 - Draft Ethics Code Amendment Exhibit 6 - Draft Rules of Procedure Amendment Attachments: Receive a report, hold a discussion, and give staff direction regarding a request for a resolution of support from a developer applying for 4% housing tax credit with the Texas Department of Housing and Community Affairs. ID 20-865D. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Michaels Organization City of Denton HTC Application Exhibit 3 - Presentation Exhibit 4 - Proposed Unit Breakdown Attachments: Receive a report, hold a discussion, and give staff direction on pending City Council requests for: 1.Drafting and passing an ordinance requiring all towing companies to provide vehicle owners of all required notifications orally and in writing following a non-consensual tow. ID 20-460E. Page 3 Printed on 5/27/2020 May 19, 2020City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance 19-2026 - City Council Request Process Exhibit 3 - Informal Staff Report No. 2020-050 Exhibit 4 - Presentation Attachments: 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. NOTE: Any item for which a formal action at the Regular Meeting has been taken by Council may be subject to a request for a motion for reconsideration at any time during the meeting, at the Concluding Items Section, or after the meeting. In order to comply with the Texas Open Meetings Act, a request for a motion for reconsideration made during, at the end of, or after a Council meeting will be placed on the agenda and considered at the next official meeting of the City Council. _________________________________________________________________________________ REGULAR MEETING OF THE CITY OF DENTON CITY COUNCIL AT 6:30 P.M. IN THE WORK SESSION ROOM 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. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. B. Reports from members of the public shall be received through the following two (2) methods. A total of up to seven (7) speakers are permitted to provide public comment and may include any combination of prior registration and open microphone speakers. 1) Pre-registration. 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. Each speaker is allowed a maximum of four (4) 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. If the City Council believes that 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. Jennifer Hughes regarding lowering the Denton Municipal Utilities usage fees during the COVID-19 pandemic crisis. ID 20-969a. 2) Open Microphone. This section of the agenda permits any person who has not registered in advance for a citizen report to make comments about public business items not listed on the agenda. Such person(s) shall have registered using the “Virtual White Card” or “By Phone” process outlined by the City on its website or meeting notice. Page 4 Printed on 5/27/2020 May 19, 2020City Council Meeting Agenda During open microphone reports under this section of the agenda, the Council may listen to citizens speak. However, because notice of the subject of the open microphone report has not been provided to the public in advance, the Texas Open Meetings Act limits any deliberation or decision by the Council to: a proposal to place the item on a future agenda; a statement of factual policy; or a recitation of existing policy. Council Members may not ask the open microphone speakers questions or discuss the items presented during open microphone reports. 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. 3. CONSENT AGENDA Each of these items is recommended by 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 – K). 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, the Consent Agenda Items 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. Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to convey a Supplemental Transmission Line Easement and a Temporary Construction Easement to Oncor Electric Delivery Company LLC. containing approximately a total of 0.9064 acres on a tract of City owned property in the Moreau Forrest Survey, Abstract No. 417, City and County of Denton, Texas, providing for severability and an effective date. ID 20-932A. Exhibit 1 AIS Exhibit 2 Ordinance Final and Easement Documents Exhibit 3 GIS Easement Layout Map Exhibit 4 LLC Members Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive proposals under RFP 7102 for the construction of the additions of twelve (12) bays to the Fleet Services Building and four (4) bays to the Flushing Truck Storage Building located at 804 Texas Street; and providing an effective date (RFP 7102). The Public Utilities Board recommends approval (6 - 0). ID 20-753B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive proposals under RFP 7169 for the Smart Routing Solutions for the City’s Solid Waste and Recycling Departments; and providing an effective date (RFP 7169). The Public Utilities Board recommends approval (6 - 0). ID 20-934C. Page 5 Printed on 5/27/2020 May 19, 2020City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive proposals under RFP 7262 for the renovation of the 651 Mayhill building located at 651 South Mayhill Road; and providing an effective date (RFP 7262). ID 20-935D. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive proposals under RFP 7281 for a professional service agreement to supply a comprehensive Solid Waste Management Strategy, for the Solid Waste and Recycling Departments; and providing an effective date (RFP 7281). The Public Utilities Board recommends approval (6 - 1). ID 20-937E. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Axon Enterprise, Inc., through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract No. DIR-TSO-3561 for the purchase of police in-car camera system (Axon Fleet System) for 100 vehicles including cameras, software, peripherals, routers, maintenance and services; providing for the expenditure of funds therefor; and providing an effective date (File 7313- awarded to Axon Enterprise, Inc., in the five (5) year not-to-exceed amount of $1,422,450). ID 20-938F. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Contract Attachments: Consider adoption of an ordinance of the City of Denton approving a Consent to Sublease between Nebrig & Associates, Inc. and US Trinity Aviation, LLC, for lease of a fuel facility and equipment at the Denton Enterprise Airport; and providing an effective date. ID 20-941G. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Site Map Exhibit 3 - Ordinance Exhibit 4 - LLC Information Attachments: Consider approval of a resolution of the City of Denton, a Texas municipal home-rule corporation, supporting participation in the 2020 Transportation Alternative Call for Projects by submitting an application to participate in the Safe Routes to School Transportation Alternatives Set-aside Program, for the purpose of securing funding related to the Safe Route to Sam Houston Elementary School Project; confirming anticipated funding should the application be accepted; and providing an effective date. ID 20-914H. Page 6 Printed on 5/27/2020 May 19, 2020City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Resolution Attachments: Consider approval of a resolution of the City of Denton, a Texas municipal home-rule corporation, supporting participation in the 2020 Transportation Alternative Call for Projects by submitting an application to participate in the Safe Routes to School Transportation Alternatives Set-aside Program, for the purpose of securing funding related to the Safe Route to Newton Razor Elementary School Project; confirming anticipated funding should the application be accepted; and providing an effective date. ID 20-915I. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Resolution Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, amending the FY 2019-20 Annual Audit Plan; and providing an effective date. ID 20-958J. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Exhibit 3 - Original Audit Plan Ordinance Attachments: Consider adoption of the master ordinance of the City of Denton, Texas establishing the extendable commercial paper financing program and authorizing extendable commercial paper notes, series A and providing an effective date. ID 20-959K. Exhibit 1 - Agenda Information Sheet.pdf Exhibit 2 - Master Ordinance.pdf Attachments: 4. ITEMS FOR INDIVIDUAL CONSIDERATION Consider appointments to the Tax Increment Reinvestment Zone (TIRZ) Number Two Board of Directors, including appointment of a chairperson. ID 20-500A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Attachments: Consider approval of a resolution to appoint a member to the Board of Directors of Texas Municipal Power Agency, a Joint Powers Agency, to represent the City of Denton, Texas; and declaring an effective date. ID 20-895B. Exhibit 1. Agenda Information Sheet Exhibit 2. Informal Staff Report No. 2020-044 Exhibit 3. TMPA Notificaton Exhibit 4 - Resolution Exhibit 4. Presentation Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation authorizing and approving the execution by the City Manager, or his designee, of an agreement between the City of Denton, Texas and STH Project, a non-profit corporation (“STH”), providing for authorization of STH to provide lunches to children ID 20-964C. Page 7 Printed on 5/27/2020 May 19, 2020City Council Meeting Agenda under the age of eighteen and qualifying disabled participants through age 21 at no charge to said recipients during the summer months at designated City of Denton park and recreation facility sites; and providing an effective date. Exhibit 1 Agenda Information Sheet Exhibit 2 Ordinance Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Attorney, or his designee, to execute an engagement letter with Lloyd Gosselink Rochelle & Townsend, P.C., for professional legal services relating to the City’s compliance with Public Utility Commission of Texas electric transmission service rules, rulemaking, and proceedings, and , as needed, electric utility matters generally; providing for the expenditure of funds in a not to exceed amount of $100,000.00; providing an effective date. ID 20-973D. Agenda Information Sheet Ordinance and engagement letter Attachments: 5. PUBLIC HEARINGS Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, approving a Specific Use Permit to allow a new monopole tower no more than 88 feet in height on approximately 4.37 acres of land, located at 3401 Barcelona Street in the City of Denton, Denton County, Texas; adopting an amendment to the city’s official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date.. The Planning and Zoning Commission recommended Approval (7-0). (S19-0015, Speed of Light Broadband, Cindy Jackson) S19-0015eA. Page 8 Printed on 5/27/2020 May 19, 2020City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Analysis Exhibit 3 - Site Location Map Exhibit 4 - Current Zoning Map Exhibit 5 - Future Land Use Map Exhibit 6 - Municipal Airport Overlay Map Exhibit 7 - Site Plan - Full Site Exhibit 8 - Site Plan - Impact Area Exhibit 9 - Landscape Plan Exhibit 10 - Building Elevations Exhibit 11 - Notification Map Exhibit 12 - LLC Membership Exhibit 13 - Draft Planning and Zoning Commission Meeting Minutes Exhibit 14 - Staff Presentation Exhibit 15 - Draft Ordinance Exhibit 16 - Exhibit A Exhibit 17 - Exhibit B Attachments: Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, amending the Detailed Plan for Planned Development 142, (Stonehill Center), generally located at the northeast corner of the I-35 Northbound Service Road and Westgate Drive, in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. The Planning and Zoning Commission voted (7-0) to approve the request. (PDA20-0001a, Stonehill Center Office, Julie Wyatt) PDA20-0001aB. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Analysis Exhibit 3 - Site Location Map Exhibit 4 - Existing Zoning Map Exhibit 5 - Future Land Use Map Exhibit 6 - Ordinance 1991-101 Exhibit 7 - April 22, 1992 Detailed Plan Exhibit 8 - PD-142 Activity Log Exhibit 9 - December 8, 1993 Detailed Plan Exhibit 10 - November 4, 2014 Detailed Plan Exhibit 11 - Proposed Plan, Architectural Renderings, and Narrative Exhibit 12 - Notification Map and Responses Exhibit 13 - Presentation Exhibit 14 - Draft May 6, 2020 Planning and Zoning Commission meeting minutes Exhibit 15 - Draft Ordinance Attachments: Page 9 Printed on 5/27/2020 May 19, 2020City Council Meeting Agenda 6. CONCLUDING ITEMS A. Under Section 551.042 of the Texas Open Meetings Act, respond to inquiries from the City Council or the public with specific factual information or recitation of policy, or accept a proposal to place the matter on the agenda for an upcoming meeting AND Under Section 551.0415 of the Texas Open Meetings Act, provide reports about items of community interest regarding which no action will be taken, to include: expressions of thanks, congratulations, or condolence; information regarding holiday schedules; an honorary or salutary recognition of a public official, public employee, or other citizen; a reminder about an upcoming event organized or sponsored by the governing body; information regarding a social, ceremonial, or community event organized or sponsored by an entity other than the governing body that was attended or is scheduled to be attended by a member of the governing body or an official or employee of the municipality; or an announcement involving an imminent threat to the public health and safety of people in the municipality that has arisen after the posting of the agenda. B. Possible Continuation of Closed Meeting topics, above posted. C E R T I F I C A T E I certify that the above notice of meeting was posted on the bulletin board at the City Hall of the City of Denton, Texas, on the 15th day of May, 2020 at 4:34 p.m. __________________________________________ CITY SECRETARY NOTE: THE CITY OF DENTON'S DESIGNATED PUBLIC MEETING FACILITIES ARE ACCESSIBLE IN ACCORDANCE WITH THE AMERICANS WITH DISABILITIES ACT. THE CITY WILL PROVIDE ACCOMMODATION, SUCH AS SIGN LANGUAGE INTERPRETERS FOR THE HEARING IMPAIRED, IF REQUESTED AT LEAST 48 HOURS IN ADVANCE OF THE SCHEDULED MEETING. PLEASE CALL THE CITY SECRETARY'S OFFICE AT 940-349-8309 OR USE TELECOMMUNICATIONS DEVICES FOR THE DEAF (TDD) BY CALLING 1-800-RELAY-TX SO THAT REASONABLE ACCOMMODATION CAN BE ARRANGED. Page 10 Printed on 5/27/2020 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-834,Version:1 AGENDA CAPTION Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City’s attorneys on the legal status,expenses,strategy and options for resolution of litigation in Cause No.DC-17-08139,styled “Michael Grim and Jim Maynard v.City of Denton,Texas”pending in the 68th Judicial District Court,Dallas County,Texas;where public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas,or otherwise compromise the City’s legal position in pending litigation. City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-970,Version:1 AGENDA CAPTION Deliberations regarding Personnel Matters-Under Government Code Section 551.074. Discuss and deliberate evaluation of candidates and the appointment/employment of a City Auditor. City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-942,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff direction regarding an update to the City of Denton’s COVID -19 response. City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Todd Hileman DATE: May 19, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding an update to the City of Denton’s COVID-19 response. BACKGROUND Beginning in December 2019, a novel coronavirus, now designated SARS-CoV2 which causes the disease COVID-19, has spread throughout the world and has now been declared a global pandemic by the World Health Organization. Likewise, both the President of the United States and the Governor of Texas have declared states of emergency regarding the disease. Symptoms of COVID-19 include fever, coughing, and shortness of breath, and in some cases the virus has caused death. This work session report will provide an update on the City of Denton COVID-19 response. Prior reports and presentations were also presented to City Council on March 17, March 20, March 31, April 6, April 21, April 30, May 5, and May 12. A presentation and any back up material will be provided to the City Council before the meeting and posted online. OPTIONS N/A RECOMMENDATION N/A ESTIMATED SCHEDULE OF PROJECT N/A PRIOR ACTION/REVIEW (Council, Boards, Commissions) May 5 – Council approved a New Order April 30 – Council extended the Declaration of Disaster and Approved a New Order April 6 – Council approved a new Declaration of Disaster and Order March 31 – Council postponed item for consideration on Second Mayoral Declaration of Disaster and Order March 24 – Second Mayoral Declaration of Disaster and Order March 20 – Adoption of Ordinance 20-740 Amending Council Declaration of Local Disaster and Order March 17 – Adoption of Ordinance 20-720 Extending and Modifying Mayoral Declaration City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com March 13 – Mayoral Declaration of Local Disaster and Order EXHIBITS Exhibit 1 – Agenda Information Sheet Respectfully submitted: Sarah Kuechler Chief of Staff Prepared by: Ryan Adams Deputy Director of Public Affairs/IGR Work SessionUpdate on COVID-19 ResponseMay 19, 20201Tuesday, May 19, 2020 Background2•Local Disaster Declarations and Orders for Public Health Emergency•March 13, first Mayoral declaration and order•March 17, City Council extended with the term of the declaration through April 30, unless otherwise modified•March 20, City Council further amended •March 24, second Mayoral declaration and order to Stay At Home•March 31, Council postponed extending or amending order due to Governor’s statewide order•April 6, Council approved a new declaration and order effective until April 30•April 30, Council extended declaration and approved a new order effective until May 15•May 5, Council approved a new order effective until May 31•Staff provided updates on the City’s response to COVID-19 during work sessions on March 17, March 20, March 31, April 6, April 21, April 30, May 5, and May 12Tuesday, May 19, 2020 Overview of Updates31. Intergovernmental Updates•Governor’s Orders and Announcements•CARES COVID Relief Funding2. Update on City Facilities and Programs•General City Facilities•Denton Public Library•Parks and Recreation3. Community Resources•CRF Eviction Prevention Fund•Alternative ShelterTuesday, May 19, 2020 1. Intergovernmental Updates4 Governor Abbott Order GA-235•Announced Phase II of strategy to reopen Texas; order is effective through June 3, 2020•Major changes•Expands restaurant capacity to 50% of occupancy as of Friday, May 22•Staged reopening of additional business types (see next slide)•Explicitly states that staff members are not included in occupancy calculations and limitations•Schools•Public school districts may offer limited summer programs and other in-person classroom activities beginning June 1 under minimum standard health protocols issued by TEA•Private schools and institutions of higher learning may openTuesday, May 19, 2020 6 Resources•www.gov.texas.gov/opentexas•Complete list of Covered Services•Minimum Standard Health Protocol Checklists•www.cityofdenton.com/coronavirus•City information regarding COVID-19•Resources for community members•Resources or businesses7 CARES COVID Relief Funding•On May 11, the State announced a program to distribute federal Coronavirus Relief Funding (CRF) to local jurisdictions•Funds can be used for direct coronavirus related expenses incurred before Dec. 30, 2020; the funding cannot be used to fill revenue shortfalls•However, because Denton County is over 500,000 in population and received a direct allocation from the U.S. Department of Treasury, cities in Denton County will need to seek CRF funds from the County and not the State•City staff has worked with other cities in Denton County to submit a collaborative request and letter to the County•City staff will provide an update during the work session on Tuesday8Tuesday, May 19, 2020 2. Update on City Facilities and Programs9 City Facility Reopening Strategy•CMO meetings with departments continue•Reviews of reopening plans will be completed this week•Staffing•Safety/PPE•Sanitation•Timing•Recommended reopening strategies completed next week•Will be communicated to Council and discussed at 5/29 meeting10Tuesday, May 19, 2020 Denton Public Library•Continues Phase 1 Reopening•Curbside Hold Pickup•24/7 access to downloadable materials and online resources•Online programming and activities•No public access to library interiors•Phase 2•Would expand to appointment-based in-person library access•No timetable set11 Parks and Recreation•Continue to monitor opened facilities•Further evaluation as further direction from State, CDC, other authorities is received•Rec centers, dog parks, and playgrounds continue to be closed•Tennis Courts•Disc Golf•Batting Cages•Skate Park•Pavilions/Tables/Benches•Driving RangeOpened Services12 Summer Food Program13Tuesday, May 19, 2020Program:•Partnership between:oDISD oSTHPoCity of Denton•Target starting June 1•Providing breakfast and lunch •Daily grab & goLocations in Denton (14):•PARD – MLK & Denia Rec Centers•STHP – McMath, Alexander, Calhoun, Strickland, Evers, and Hodges Schools, Pecan Creek and Ashli Oaks Mobile Home Parks•DISD – McNair, LA Nelson, Ginnings, and Pecan Creek Schools 3. Community Resources14 15Denton County COVID-19 Relief Fund UWDC COVID Information & Referrals Program16Tuesday, May 19, 2020Metrics (4/21 – 5/11)Services provided:•179 service contacts•164 unduplicated clients•4 CARES Ambassador referralsPrimary needs:•Rental Assistance (95)•Utility Assistance (37)•Medical Assistance (13)•Food Assistance (11)•Shelter/Rapid Rehousing (7)Geography:•93 Denton residents•17 Lewisville residents•9 Little Elm residentsAsking for help as individual or business:•Individual: 169•Business: 3•Both: 1 Alternative Shelter Arrangement17•City has rented rooms at two hotels for alternative shelter until Friday, May 29•MKOC is managing one hotel for individual clients (70 clients from MKOC, ODB, and TSA)•Grace Like Rain is managing the other hotel for families (10 families)•ODB is providing meals to both hotels and assisting with case management, services, and supplies•Staff is recommending with non-profit partners to extend hotels at least through June•Continues safe distancing for clients and mitigating potential exposure or outbreak•Conserves limited staff & volunteers to operate effectively at one alternative shelter location •If returned to shelters (MKOC and Salvation Army), there will be reduced capacity•Estimated Costs (hotel, security):•March 25 – May 29: $250,000 | Proposed, May 29 – June 25: $125,000Tuesday, May 19, 2020 Questions?18Tuesday, May 19, 2020 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-948,Version:1 Receive a report, hold a discussion, and give staff direction regarding a substantial amendment to the 2019 Action Plan for Housing and Community Development submitted in June 2019 to the U.S. Department of Housing and Urban Development in regard to the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), Public Law 116-136 which provided $618,736 in funding from the Community Development Block Grant (CDBG) to the City of Denton and the upcoming 2020 Action Plan and the 2020-2022 Consolidated Plan for Housing and Community Development. City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Public Affairs/IGR – Community Development CM/ DCM/ ACM: Sara Hensley DATE: May 19, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding a substantial amendment to the 2019 Action Plan for Housing and Community Development submitted in June 2019 to the U.S. Department of Housing and Urban Development in regard to the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), Public Law 116-136 which provided $618,736 in funding from the Community Development Block Grant (CDBG) to the City of Denton and the upcoming 2020 Action Plan and the 2020- 2022 Consolidated Plan for Housing and Community Development. DISCUSSION The Coronavirus Aid, Relief and Economic Security Act (CARES Act) (Public Law 116-136) made available $5 billion in supplemental Community Development Block Grant (CDBG) funding for grants to prevent, prepare for, and respond to coronavirus (CDBG-CV grants). Additionally, the CARES Act provides CDBG grantees with flexibilities that make it easier to use CDBG-CV grants and fiscal years 2019 and 2020 CDBG Grants for coronavirus response and authorizes HUD to grant waivers and alternative requirements. The Department has announced the allocations of the first $2 billion in this CARES Act funding for CDBG grantees. On April 2, 2020, HUD provided the City with notification that our allocation would be $618,736. The CARES Act added additional flexibility for both the CDBG-CV grant funding and for the annual FY2020 CDBG grants. The public comment period is reduced to not less than 5 days, allowing us to use virtual public hearings when necessary for public health reasons. Overview of Provisions Related to the CDBG Allocation Extends the deadline for submission of the FY19 and FY20 consolidated plan/action plans. Due date is now August 16, 2021. Suspends the 15% cap on public services during the emergency, including FY19 and FY20 CDBG funds (Must be COVID-19 related). 5-day public comment period. Suspends in-person public hearings; allows grantees the option of holding virtual hearings. Allows HUD to waive further program requirements (except for requirements related to fair housing, nondiscrimination, labor standards, and the environment). States and local governments may reimburse costs of eligible activities incurred for pandemic response regardless of the date. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Overview of CDBG - CV Eligible Activities Examples of eligible activities to support coronavirus and other infectious disease response are as follows: Acquisition, construction, reconstruction, or installation of public works, facilities, and site or other improvements. Rehabilitation of buildings and improvements. Provision of assistance to private, for-profit entities, when appropriate to carry out an economic development project. Provision of assistance to microenterprises. Provision of public services used for coronavirus efforts. Planning costs. City’s COVID-19 Response to Date The City has already begun to respond to meet emergency needs resulting from the COVID-19 pandemic: Allocated $100,000 to the United Way for the COVID-19 Relief Fund (CRF). Increased funding to Interfaith for utility assistance in the amount of $50,000. Provided a reimbursement grant up to $50,000 for an Information and Referral Hotline to help people in need navigate COVID-9 resources. Funded hotel rooms for alternative shelter for clients experiencing homelessness (with MKOC shelter closed and TSA at reduced capacity). Approximate cost of $23,250 per week for estimated 10 weeks at $232,500. Provided City staff on a regular basis to help staff non-profit agencies that lost volunteer forces, including Our Daily Bread (meal preparation and delivery to hotels) and Grace Like Rain (childcare). CDAC/HSAC On May 8, 2020, the CDAC and HSAC met to consider recommendations for use of the CDBG-CV funds and to provide guidance of the process for allocation. The committees provided staff direction on two items. 1. Process to facilitate the use of CDBG-CV funds: OPTION 1: FY19 Substantial Amendment OPTION 2: FY20 Action Plan 2. Funding Recommendations: CDBG-CV Funding Priorities Provide staff direction on the allocation process Substantial Amendment to the 2019 Action Plan for Housing and Community Development On May 8th, the CDAC selected Option 1 a substantial amendment to the FY19 Action Plan for Housing and Community Development to notify HUD how the City will facilitate the use of CDBG-CV funds for COVID-19 related activities. On an annual basis, the City of Denton prepares an Action Plan for submission to the U.S. Department of Housing and Urban Development (HUD). The Action Plan serves as the City’s application for Community Development Block Grant (CDBG) and Home Investment Partnerships (HOME) program funding. The 2019 Action Plan represents the fifth and final year in the City’s five-year Consolidated Plan which states the adopted priorities for use of Federal CDBG and HOME funding. The 2019 Action Plan was adopted by City Council on June 4, 2019. The City may amend the Action Plan through a substantial amendment process. The recommended substantial amendment to the 2019 Action Plan is to incorporate the $618,736 allocation of CDBG-CV funds for the purpose of the provision of Public Services related to COVID-19. Funding Recommendations During the May 8, 2020 CDAC and HSAC meetings staff provided recommendations to the committees for funding consideration based on community’s needs in response to COVID-19 crisis, a COVID-19 Nonprofit Impact Survey conducted by staff in April 2020, and the acquisition of the 909 Loop 288 property for improving the community’s Housing Crisis Response System. The options included: Emergency Response – public services eligible financial assistance (i.e. rent, mortgage, utilities) Stabilization – public services funding for nonprofits to get back to full operational levels as quickly as possible (i.e. salaries, rents, increased funding for increased needs) Improving the Housing Crisis Response System – Loop 288 facility Other committee priorities To facilitate the use of CDBG-CV funds, and the CDAC recommended that the full allocation be utilized for public service goals in response to COVID-19 and be allocated by the HSAC. The HSAC then met and recommended the funding be split evenly between two options and be allocated through an application process. Emergency Response (50%, $309,368) – public services eligible financial assistance (i.e. rent, mortgage, utilities) Stabilization (50%, $309,368) – public services funding for nonprofits to get back to full operational levels as quickly as possible (i.e. salaries, rents, increased funding for increased needs) 2020-2022 Consolidated Plan for Housing and Community Development and 2020 Action Plan Community Development has completed a draft of the Consolidated Plan. On May 8th, the CDAC and HSAC also finalized their recommendations to City Council for the 2020 Action Plan. The U.S. Department of Housing and Urban Development (HUD) Consolidated Plan (Con Plan) is mandated by federal law and regulations administered by HUD. It is required for the City of Denton to receive federal Community Development Block Grant (CDBG) and HOME Investment Partnership Program (HOME) funding to provide lower and moderate-income households with safe, stable communities, including decent housing, a suitable living environment, and expanded economic opportunities. Eligible activities include housing development, rehabilitation and preservation; improving community facilities and neighborhood infrastructure; public services; economic development; planning; and program administration. These federal funds are received annually to support the Con Plan and the activities outlined in the City’s annual Action Plan which describes the planned investment for the following HUD grants to implement specific activities for that year. At the end of each program year of the Con Plan, the City’s activities implemented to meet the goals in the Action Plan are reported in the HUD Consolidated Annual Performance and Evaluation Report (CAPER). Consolidated Plans must be prepared and submitted to HUD every three to five years. Based on the timing of the 2020 Census and a City initiated affordable housing assessment project expected to be completed in late 2020, the City will be implementing a three-year Con Plan cycle for program years (PY)1 including PY2020-2021, PY2021-2022, and PY2022-2023. 1While the City of Denton fiscal year (FY) is October 1 – September 30, the HUD program year (PY) is August 1 – July 31. The funding awarded for CDBG and HOME projects begins on August 1 each year. EXHIBITS 1. Agenda Information Sheet 2. Presentation Respectfully submitted: Dani Shaw Community Services Manager Community ServicesWORKING TO PROVIDE QUALITY AFFORDABLE HOUSING, A SUITABLE LIVING ENVIRONMENT, AND EXPANDING ECONOMIC OPPORTUNITY, PRINCIPALLY FOR PERSONS OF LOW TO MODERATE INCOME. 2The Coronavirus Aid, Relief and Economic Security Act (CARES Act)CARES Act made available $5 billion in supplemental Community Development Block Grant (CDBG) funding for grants to prevent, prepare for, and respond to the coronavirus (CDBG‐CV). On April 2, 2020, HUD provided the City with a notification that Denton would receive $618,736 in CDBG‐CV funds.CARES ACTCOMMUNITY DEVELOPMENTID 2-948, MAY 19, 2020 3Extends the deadline for the FY19 and FY20 Con Plan/Action Plans. Due date is now August 16, 2021.Suspends the 15% cap on public services during the emergency, (Must be COVID‐19 related). Allows 5‐day public comment period. Suspends in‐person public hearings; allows the option of holding virtual hearings.Allows HUD to waive further program requirements (except for requirements related to fair housing, non‐discrimination, labor standards, and the environment).May reimburse costs of eligible activities incurred for pandemic response regardless of the date.OVERVIEW OF CARES ACT PROVISIONS COMMUNITY DEVELOPMENTID 2-948, MAY 19, 2020 4Acquisition, construction, reconstruction, or installation of public works, facilities, and site or other improvements. Rehabilitation of buildings and improvements.Provision of assistance to private, for‐profit entities [when appropriate] to carry out an economic development project. Provision of assistance to microenterprises . Provision of public services used for coronavirus effortsPlanning costs.OVERVIEW CDBG‐CV ELIGIBLE ACTIVITIES COMMUNITY DEVELOPMENTID 2-948, MAY 19, 2020 5BRIEF ON CITY’S RESPONSE TO COVID‐19COMMUNITY DEVELOPMENTAllocated $100,000 to the United Way for the COVID‐19 Relief Fund (CRF).Increased funding to Interfaith for utility assistance in the amount of $50,000.Provided a reimbursement grant up to $50,000 for an Information and Referral Hotline to help people in need navigate COVID‐19 resources. Funded hotel rooms for alternative shelter for clients experiencing homelessness (with MKOC shelter closed and TSA at reduced capacity). Approximate cost of $23,250 per week for estimated 10 weeks at $232,500. Provided City staff on a regular basis to help staff non‐profit agencies that lost volunteer forces, including Our Daily Bread (meal preparation and delivery to hotels) and Grace Like Rain (childcare).ID 2-948, MAY 19, 2020 6Staff received direction from the committee on two items.To facilitate the use of CDBG‐CV funds, the committee had two options:oOPTION 1: FY19 Substantial AmendmentoOPTION 2: FY20 Action PlanFunding Recommendations to:oPrioritize CDBG‐CV funding recommendations; andoProvide staff direction on the allocation process CDAC/HSAC MAY 8, 2020COMMUNITY DEVELOPMENTID 2-948, MAY 19, 2020 7To notify HUD how the City will facilitate the use of CDBG‐CV funds, the CDAC is recommending a substantial amendment to 2019 Action Plan. The proposed Substantial Amendment would amend: The HUD‐approved 2015‐2019 Consolidated Plan to specify goals in response to COVID‐19; The HUD‐approved 2019 Action Plan to allocate funds to COVID‐19 related service activities through a substantial amendment; and The City’s 2015‐2019 Citizen Participation Plan to incorporate HUD waivers for some of the public noticing and comment periods typically required for substantial plan amendments. HUD REQUIREMENTSCOMMUNITY DEVELOPMENTID 2-948, MAY 19, 2020 8On May 8, 2020 the CDAC and the HSAC met remotely to consider recommendations for use of the CDBG‐CV funds and to provide guidance of the process for allocation. On May 19, 2020 work session with City Council to review the committees’ recommendations and receive direction from Council. On May 23, 2020 the City will open a five‐day public comment period for a proposed substantial amendment to the FY19 Action Plan regarding the use of the CDBG‐CV funds. Targeted June, 2020 for City Council to consider approval of an ordinance authorizing the City Manager to sign and submit a substantial amendment to the FY19 Action Plan for HUD.SUBSTANTIAL AMENDMENT TIMELINECOMMUNITY DEVELOPMENTID 2-948, MAY 19, 2020 9CDBG‐CV FUNDING RECOMMENDATIONSCDAC and HSAC met to prioritize CDBG‐CV funding recommendations andprovide staff direction on the allocation process. Options for prioritiesasrecommended by staff were:Emergency Response– public services eligible financial assistance (i.e. rent,mortgage, utilities)Stabilization– public services funding for nonprofits to get back to fulloperational levels as quickly as possible (i.e. salaries, rents, increased funding forincreased needs)Improving the Housing Crisis Response System– Loop 288 facilityOther Committee prioritiesCOMMUNITY DEVELOPMENTID 2-948, MAY 19, 2020 10CDBG‐CV FUNDING RECOMMENDATIONSCDAC recommended the full allocation go to Public Services to be awarded bythe HSAC. The HSAC prioritized as follows:Emergency Response (50%, $309,368)– public services eligible financialassistance (i.e. rent, mortgage, utilities)Stabilization (50%, $309,368)– public services funding for nonprofits to getback to full operational levels as quickly as possible (i.e. salaries, rents, increasedfunding for increased needs)COMMUNITY DEVELOPMENTID 2-948, MAY 19, 2020 11Targeted June, 2020 for City Council to consider approval of an ordinance authorizing the City Manager to sign and submit a substantial amendment to the FY19 Action Plan for HUD.Receive HUD Approval (Estimated two weeks after submission)Initiate grant application and allocation process (Estimated July, 2020)Targeted August, 2020 for City Council consider recommendations from the HSAC for CDBG‐CV funds and approval of CDBG‐CV funding service agreements with awarded applicants.CDBG‐CV FUNDING RECOMMENDATIONS TIMELINECOMMUNITY DEVELOPMENTID 2-948, MAY 19, 2020 122020‐2022 CONPLAN & ACTION PLANSeparate from CDBG‐CV funds, the process to allocate 2020 funds and develop the annual Action Plan and Consolidated Plan continuesOn May 8, 2020 the CDAC and the HSAC met remotely to consider recommendations to City Council for the 2020 Action Plan. On June 2, 2020 work session with City Council to review the committees’ recommendations and receive direction from council. On June 1, 2020 the City will open a thirty‐day public comment period for the 2020‐2022 Consolidated Plan and 2020 Action Plan. On June 16, 2020 the hold a Public Hearing during the City Council Meeting for the 2020‐2022 Consolidated Plan and 2020 Action Plan. Targeted July 21, 2020 for City Council consider approval of an ordinance authorizing the City Manager to sign and submit the 2020‐2022 Consolidated Plan and 2020 Action Plan to HUD.COMMUNITY DEVELOPMENTID 2-948, MAY 19, 2020 13QUESTIONS? City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-851,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding amendments to the Ethics Ordinance and the Board of Ethic’s Rules of Procedure. City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Internal Audit – Board of Ethics STAFF AUDITOR: Madison Rorschach DATE: May 19, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding amendments to the Ethics Ordinance and the Board of Ethics’ Rules of Procedure. BACKGROUND Proposition D was approved in a City of Denton Charter Election on November 7, 2017 providing for the creation of an Ethics Ordinance. The Denton City Council adopted Ethics Ordinance 18-757 on May 1, 2018 in order to increase public confidence and provide a framework to encourage ethical behavior. In July of 2018, the ten members of the Board of Ethics (Board) were appointed and sworn into office. Section 2- 227 (i) of the Ethics Ordinance authorizes the Board of Ethics to recommend amendments. RECOMMENDATION Staff recommends approval of the Letter of Recommended amendments to the Ethics Ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) In recent meetings on January 16, 2019, February 20, 2019, June 12, 2019, and February 13, 2020, the Board discussed and agreed that several potential amendments merit consideration. On July 16, 2019 the Board of Ethics Chairperson, Lara Tomlin, presented a letter in a City Council Work Session outlining several recommended amendments. She received direction to add additional clarity and detail to the recommendations and draft a letter reflecting those changes. The City Auditor at the time, Umesh Dalal, presented an amended version of the Letter of Recommendations for both the Ethics Ordinance and Rules of Procedure during a City Council Work Session on October 22, 2019. He was directed by the City Council to advise the Ethics Board to compile a comprehensive list of all changes to bring back to City Council for approval. This item was originally scheduled for the Work Session on March 17, 2020 and postponed until this date. EXHIBITS 1. Agenda Information Sheet 2. Letter of Recommended Amendments to the Ethics Ordinance 3. Letter of Recommended Amendments to the Rules of Procedure 4. Presentation 5. Draft Ethics Code Amendment 6. Draft Rules of Procedure Amendment Respectfully submitted: Madison Rorschach, 940-349-7228 Staff Auditor Board of Ethics 215 E. McKinney St., Denton, TX 76201 (940) 349-8531 OUR CORE VALUES Integrity Fiscal Responsibility Transparency Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 March 4, 2020 City Council Members 215 E. McKinney Street Denton, Texas 76201 Honorable Members of the City Council, The City of Denton Board of Ethics reviewed and discussed Council Member Jesse Davis’ proposed amendment to the Ethics Ordinance, Ch. 2, Article XI (Ethics), § 2-269. The majority of the board voted in favor of that amendment. Further, the City of Denton Board of Ethics recommends the following amendments to the Ethics Ordinance to the City Council for consideration: • under 2-273(a)(1) – change “and a majority” to “where a majority”; • under 2-275(b) (Legal Counsel) - “The City Attorney shall provide legal support to the City Auditor and the Board of Ethics in the administration of this Article.” The Board recommends adding a subsection that Special Counsel shall be engaged “when action is being taken by the Board of Ethics regarding any council member” due to the conflict in the City Attorney’s representation of City Council and legal support the City Attorney provides the City Auditor and the Board of Ethics; • replace term “Accused” with “Respondent” throughout the ordinance; • under 2-279(i) (Complaints) – “Within five (5) business days of determining that a Complaint is administratively complete and timely, the City Auditor shall send a written notification of acceptance to the Complainant, the Respondent, and the City Attorney.” The Board recommends amending this sentence by adding the phrase, “and a copy of the complaint to the Respondent”; • under 2-279(l) (Complaints) - The Board recommends adding a protection (per the attached draft Ordinance) against retaliation for “any person 2 who files a complaint regarding an alleged violation of this Article, or testifies, assists, or participates in any manner in a proceeding or hearing under this Article.”; • under 2-269 (Definitions) - The Board recommends adding a reference to the Texas Government Code section that defines 3rd degree affinity and consanguinity to the definition of “Relative”; and • under 2-284(b) (Nepotism) - The Board recommends removal of section 2- 284(b) “Department Supervisor” as the Ethics Code does not apply to that position. Respectfully submitted, Lara Tomlin Chair, Board of Ethics CC: Aaron Leal, City Attorney Todd Hileman, City Manager Recommended Ethics Ordinance Amendments Board of Ethics May 19th, 2020 1 Recommendations –Ethics Ordinance •Councilmember Jesse Davis’ proposed amendment to the Ethics Ordinance, Ch. 2, Article XI (Ethics), §2-269. The majority of the Board of Ethics voted in favor of that amendment •To read as follows: “Deliberations: Discussions at the dais; voting as member of the board or commission; or presentations as a member of the audience before any city board or commission; conversing or corresponding with other city officials or staff. This term does not apply to discussions, conversations, correspondence, or a general vote on a broad, comprehensive, or omnibus motion, such as approval of the city budget or polling places.” Legistar ID: 20-851 2 of 12May 19th, 2020 Recommendations –Ethics Ordinance •Under 2-273(a)(1) change “and a majority” to “where a majority” •Replace the term “Accused” with “Respondent” throughout the ordinance Legistar ID: 20-851 3 of 12May 19th, 2020 Recommendations –Ethics Ordinance •The Board recommends adding a subsection that Special Council shall be engaged “when action is being taken by the Board of Ethics regarding any council member” due to the conflict in the City Attorney’s representation of City Council and legal support the City Attorney provides the City Auditor and Board of Ethics •Under 2-275(b) (Legal Council) –“The City Attorney shall provide legal support to the City Auditor and the Board of Ethics in the administration of this Article” Legistar ID: 20-851 4 of 12May 19th, 2020 Recommendations –Ethics Ordinance •The Board recommends amending the following sentence by adding the phrase, “and a copy of the complaint to the Respondent” •Under 2-279(i) (Complaints) –“Within five (5) business days of determining that a Complaint is administratively complete and timely, the City Auditor shall send a written notification of acceptance to the Complainant, the Respondent, and the City Attorney” Legistar ID: 20-851 5 of 12May 19th, 2020 Recommendations –Ethics Ordinance •The Board recommends adding a protection (per the attached draft Ordinance) against retaliation for “any person who files a complaint regarding an alleged violation of this Article, or testifies, assists, or participates in any manner in a proceeding or hearing under this Article” •Under 2-279(l) (Complaints) Legistar ID: 20-851 6 of 12May 19th, 2020 Recommendations –Ethics Ordinance •The Board recommends adding a reference to the Texas Government Code section that defines 3rd degree affinity and consanguinity to the definition of “Relative” •Under 2-269 (Definitions) Legistar ID: 20-851 7 of 12May 19th, 2020 Recommendations –Ethics Ordinance •The Board recommends removal of section 20284(b) “Department Supervisor” as the Ethics Code does not apply to that position •Under 2-284(b) (Nepotism) Legistar ID: 20-851 8 of 12May 19th, 2020 Recommendations –Rules of Procedure •Renumbering of Section E. Hearings 30. Amendments to A. General 3. Amendments •Renumbering of Section E. Hearings 29. Alternate Members to be included in Section B. Meetings 5. Alternate Members and Section B Meetings 6. Notice of Absence or Abstainment Legistar ID: 20-851 9 of 12May 19th, 2020 Recommendations –Rules of Procedure •Replace the term “Accused” with “Respondent” throughout the Rules of Procedure •Additional non substantive changes (page numbers, headings, etc.) Legistar ID: 20-851 10 of 12May 19th, 2020 Next Steps •Receive Direction from Council •Revised Ordinance is Presented to Council for Approval Legistar ID: 20-851 11 of 12May 19th, 2020 Questions? Board of Ethics Lara Tomlin, Board of Ethics Chair Legistar ID: 20-851 12 of 12May 19th, 2020 1 ORDINANCE NO. 19-______________ AN ORDINANCE OF THE CITY OF DENTON AMENDING THE CODE OF ORDINANCES, RELATED TO CHAPTER 2, TITLED “ADMINISTRATION,” ARTICLE XI, TITLED “ETHICS,” PROVIDING FOR FINDINGS OF FACT; PROVIDING SEVERABILITY; PROVIDING A REPEALER CLAUSE, PROVIDING CODIFICATION; CONFIRMING PROPER NOTICE AND MEETING; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on May 1, 2018, the City Council of the City of Denton enacted a new Code of Ethics to foster a culture of integrity for those who serve the municipality and our citizenry (the “Code”); and WHEREAS, the Code presented the consensus of preferences expressed by the City Council over a period of eight (8) public work sessions, and four (4) public hearings, which were broadcasted. Altogether, the work sessions exceeded twenty (20) hours of deliberations; and WHEREAS, this Code of Ethics applies to the Mayor, City Council, Planning and Zoning, Zoning Board of Adjustment, Historic Landmark Commission, Board of Ethics, Public Utilities Board, Department Heads appointed by the City Council, and Vendors; and WHEREAS, on June 26, 2018, the City Council passed an amendment, clarifying ineligibility to serve on the Board of Ethics in Section 2-277; and WHEREAS, the Board of Ethics, having heard and decided multiple complaints under the Code, has met over __ meetings to discuss proposed changes to the Code; and WHEREAS, on May 19, 2020, the City Council considered the Board of Ethic’s recommended changes to the Code; and WHEREAS, the City Council finds the attached amended Codement reasonable, necessary, and consistent with the intent of the City Council in drafting the Code of Ethics; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. FINDINGS OF FACT. The foregoing recitals are incorporated into this Ordinance by reference as findings of fact as if expressly set forth herein. SECTION 2. AMENDMENT. That the Code of Ordinances of the City of Denton, a Texas home-rule municipal corporation, is hereby amended by repealing the previously adopted Chapter 2, Article XI, entitled “Ethics,” in its entirety and replacing it with the amended Code Formatted: Left: 1", Right: 1", Top: 1", Bottom: 1" Formatted: Not Expanded by / Condensed by Formatted: Justified Formatted: Justified Formatted: Indent: Left: 0", Right: 0.13" Formatted: Indent: Left: 0", First line: 0.56" Formatted: Left, Indent: Left: 0", First line: 0.56", Right: -0.01", Space Before: 0 pt 2 the revisions as provided in Attachment A, attached hereto and incorporated into this Ordinance, with the deleted text struck-through, the new text shown as underlined, and the retained portion shown in normal type. All other provisions of the Code of Ethics remain in full force and effect. SECTION 3. SEVERABILITY. Should any of the clauses, sentences, paragraphs, sections, or parts of this Ordinance be deemed invalid, unconstitutional, or unenforceable by a court of law or administrative agency with jurisdiction over the matter, such action shall not be construed to affect any other valid portion of this Ordinance. SECTION 4. CODIFICATION. The City Secretary is hereby directed to record and publish the attached rule, regulation, and policy in the City's Code of Ordinances as authorized by Section 52.001 of the Texas Local Government Code. 3 SECTION 5. It is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and that public notice of the time, place, and purpose of said meeting was given as required by the Open Meetings Act, Texas Government Code, Chapter 551. Notice was also provided as required by Chapter 52 of the Texas Local Government Code. SECTION 6. EFFECTIVE DATE. This ordinance shall become effective immediately upon its passage and approval. SECTION 6. PROPER NOTICE & MEETING. It is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and that public notice of the time, place, and purpose of said meeting was given as required by the Open Meetings Act, Texas Government Code, Chapter 551. Notice was also provided as required by Chapter 52 of the Texas Local Government Code. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor Chris Watts: ______ ______ ______ ______ Gerard Hudspeth, District 1: ______ ______ ______ ______ Keely G. Briggs, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ John Ryan, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 201920. __________________________________ CHRIS WATTS, MAYOR Formatted: Justified, Indent: Left: 0.11", First line: 0.51", Right: 0.03", Space Before: 0 pt, Line spacing: Multiple 1.05 li 4 ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Page 1 of 20 Attachment “A” CITY OF DENTON CODE OF ORDINANCES CHAPTER 2: ADMINISTRATION ARTICLE XI. ETHICS DIVISION 1. GENERAL Sec. 2-265. Authority This Article is enacted pursuant to the authority granted to the City under Section 14.04 of the Charter. Sec. 2-266. Purpose 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. Furthermore, this Article was enacted to ensure that decision makers provide responsible stewardship of City resources and assets. It is not the purpose of this Article to provide a mechanism to defame, harass or abuse their political opponents, or publicize personal grudges. Rather, this Article is intended to provide a framework within which to encourage ethical behavior, and enforce basic standards of conduct while providing due process that protects the rights of the Complainant and the RespondentAccusedRespondent. Sec. 2-267. Prospective This Article shall apply prospectively, and shall not sustain any Complaints based on acts or omissions alleged to have taken place prior to May 15, 2018. Sec. 2-268. Applicability This Article applies to the following persons: Formatted: Not Highlight Page 2 of 20 (a) City Officials; (b) Former City Officials whose separation from city service occurred less than one (1) year from the date of the alleged violation of this Article. Application of this Article to Former City Officials shall be limited to alleged violations: (1) that occurred during the term as a City Official; (2) of the prohibition on representing others for compensation (§2-273(d)(2)); or (3) of the prohibition of subsequent work on prior projects (§2-273(h)); (c) Vendors; and (d) Complainant(s), who must comply with this Article’s procedures and the prohibition on Frivolous Complaints. Sec. 2-269. Definitions The following words, terms, and phrases, when used in this Article, 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: this Chapter 2, Article XI of the Code of Ordinances 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. Business Entity: a sole proprietorship, partnership, firm, corporation, holding company, joint-stock company, receivership, trust, political subdivision, government agency, university, or any other entity recognized by law. 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. Page 3 of 20 Charged: to be charged with a violation of this Article is to have an Accepted Complaint deemed Actionable. 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 City Charter, or their designee and clerical staff acting in the City Auditor’s absence. City Official: for purposes of this Article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and Zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board. 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. 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 by the City Council or City Manager. Council: the governing body of the City of Denton, Texas, including the Mayor and City Council Members. Deliberations: discussions at the dais; voting as a Member of the Board or Commission; or presentations as a member of the audience before any City Board or Commission; conversing or corresponding with other City Officials or Staff. This term does not apply to a general vote on a broad, comprehensive, or omnibus motion, such as approval of the City budget or polling places. Department Heads: the employees appointed by the City Council, those being the City Manager, City Auditor, City Attorney, and Municipal Court Judge. Former City Official: a City Official whose separation from city service occurred less than one (1) year from the date of an alleged violation of this Article. Frivolous Complaint: a sworn Complaint that is groundless and brought in bad faith, or groundless and brought for the purpose of harassment. Page 4 of 20 Interfere: a person interferes with a process or activity pertaining to this Article when they intentionally and wrongfully take part in, or prevent, a City process or activity from continuing or being carried out properly or lawfully. Panel: an ad hoc subcommittee of the Board of Ethics consisting of three (3) members assigned by the Chairperson or designated by the City Auditor (as applicable) on a rotating basis, at least one (1) of which is an attorney or retired jurist. 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 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. Person: associations, corporations, firms, partnerships, bodies politic, and corporate, as well as individuals. Recklessly: a person acts recklessly when they are aware of but consciously disregard a substantial and unjustifiable risk that a certain result is probable from either their conduct, or in light of the circumstances surrounding their conduct. The risk must be of such a nature and degree that to disregard it constitutes a gross deviation from the standard of care that an ordinary person would exercise under the circumstances. Relative: a family member related to a City Official within the third (3rd) degree of affinity (marriage) or consanguinity (blood or adoption) in accordance with Texas Government Code, Title 5, Subtitle B, Chapter 573. Respondent: a City Official who has been charged in a Complaint with having violated this Article. 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, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Sec. 2-270. Cumulative & Non-Exclusive 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 not be construed as foreclosing or precluding other enforcement options provided by other law. Formatted: Not Highlight Formatted: No underline, Not Highlight Formatted: Not Highlight Formatted: No underline, Not Highlight Formatted: No underline Page 5 of 20 DIVISION 2. RULES OF CONDUCT Sec. 2-271. Expectations The following list conveys the City Council’s expectations for City Officials. These expectations are aspirational, and shall not serve as the basis for a Complaint. (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 a high level of 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 private, personal 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. (g) It is neither expected nor required that those subject to this Article relinquish or waive their individual rights. Sec. 2-272. Mandates (a) Duty to Report. City Officials shall report any conduct that the person knows to be a violation of this Article. Failure to report a violation of this Article is a violation of this Article. For purposes of this section, submittal of a Complaint or a report made to the Fraud, Waste, or Abuse hotline shall be considered to be a report under this Section. A report to the hotline may remain anonymous unless disclosed by the caller. (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. (c) Business Disclosures. When a Pending Matter is before the City Official, and the City Official has knowledge of being a partner with one of the owners of the Business Interest with the Pending Matter, all City Officials shall file with the City Auditor a report listing the known names of human individuals with whom the City Official or the City Official’s spouse is named partner in the following types of businesses: General Partnership, Limited Partnership, Limited Liability Partnership, or Limited Liability Corporation, or Professional Corporation. Annual reports shall be submitted within ninety (90) days of taking office. Failure to submit a report shall not serve as a basis for a Complaint unless the City Official fails to submit a report within thirty (30) days of being provided written Page 6 of 20 notification of the omission. Neither the existence of a business relationship as described in this Section, nor the submission of a report required by this Section shall prevent a City Official from participating in Deliberations on matters pending before the City absent a Conflicting Interest. Sec. 2-273. Prohibitions (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 currently has a Conflicting Interest. City Officials with a current Conflicting Interest in a Pending Matter must recuse themselves and abstain from Deliberations. It is an exception to this recusal requirement if the City Official serves on the City Council, Planning and Zoning Commission, Board of Ethics, Historic Landmark Commission, Public Utilities Board, or Board of Adjustment; andwhere a majority of the members of that body is composed of persons who are likewise required to file (and who do file) disclosures on the same Pending Matter. (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. Disclosures under this subsection shall be for the time period, including the previous calendar year, and up to date where the Conflicting Interest arises before the City Official. (3) Definition of Conflicting Interest. For purposes of this Article, the term is defined as follows: Conflicting Interest: a stake, share, equitable interest, or involvement in an undertaking in the form of any one (1) or more of the following: (A) ownership of five percent (5%) or more voting shares or stock in a Business Entity; (B) receipt of more than six-hundred dollars ($600.00) in gross annual income from a Business Entity, as evidenced by a W-2, 1099, K-1, or similar tax form; (C) ownership of more than six-hundred dollars ($600.00) of the fair market value of a Business Entity; (D) ownership of an interest in real property with a fair market value of more than six-hundred dollars ($600.00); (E) serves on the Board of Directors or as an Officer of a Business Entity, unless the City Official was appointed to that position by the City Council; and/or Page 7 of 20 (F) serves on the Board of Directors (i.e., governing body) or as an Officer of a nonprofit corporation or an unincorporated association, unless the City Official was appointed to that position by the City Council. 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. (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 greater than fifty dollars ($50.00). It shall be a violation of this Article for a City Official to accept multiple gifts 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, including but not limited to cash, personal property, real property, services, meals, entertainment, and travel expenses. (5) Exceptions. This definition shall not apply to the following, which are allowed under this Article: (A) a lawful campaign contribution; (B) meals, lodging, transportation, entertainment, 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, or the coordinator of the event; (C) meals, lodging, transportation, or entertainment furnished in connection with public events, appearances, or ceremonies related to official City business, nonprofit functions, or charity functions, or community events, if furnished by the sponsor of such events (who is in attendance); (D) complimentary copies of trade publications and other related materials; Page 8 of 20 (E) attendance at hospitality functions at local, regional, state, or national association meetings and/or conferences; (F) any gift that 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; and (H) complimentary attendance at political, nonprofit, or charitable fund raising events. (6) Donations. It is not a violation under this Article for a City Official to accept a Gift prohibited by this Article on behalf of the City of Denton. Conveyance of a Gift prohibited by this Article to the City of Denton or a nonprofit corporation cures any potential violation. (7) Reimbursement. It is not a violation under this Article for a City Official to accept a Gift prohibited by this Article and promptly reimburse the Person the actual cost or fair market value of the gift. (c) Outside Employment. (1) Applicability of Section. This subsection applies to Department Heads. (2) Prohibition. It is a violation of this Article for a Department Head 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 a Department Head 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 a board or commission of 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 Council or a board, commission, or staff of the City for a period of one (1) year after termination of official duties. This prohibition applies to representation in the form of advocacy or lobbying regarding discretionary approvals of the City, not Page 9 of 20 routine, ministerial actions. 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. The prohibition in this subsection solely applies to the Former City Official, and shall not be construed to apply to other affiliated Persons. This subsection does not apply to Former City Officials who represent others for compensation in the course of applying for non-discretionary, ministerial permits and routine approvals. It shall be an exception to this Article when the Former City Official is employed by or owns a small business which existed before the Former City Official commenced service as a City Official and is the sole source of specialized knowledge or expertise necessary within that small business, and that knowledge or expertise is necessary to transact business with the City. (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 other than the merits; or (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 having been authorized by the City Council to make such representation (except the Mayor, City Manager, and City Attorney). (f) Misuse of Information. (1) Personal Gain. It shall be a violation of this Article for a former City Official to use any confidential information to which the City Official had access by virtue of their official capacity and which has not been made public concerning the property, operations, policies, or affairs of the City, to advance any personal or private financial interest of any Person. (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 the City Official'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 Page 10 of 20 staff time for private purposes (including political purposes), except to the extent and according to the terms that those resources are generally available to other citizens and the City Officials for official City purposes. (h) Abuse of Position. It shall be a violation of this Article for any City Official to engage in the following: (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 one (1) year 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. This Section does not apply to a City Official whose involvement with a contract or arrangement was limited to Deliberations as a member of the City Council, Planning and Zoning Commission, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board. DIVISION 3. IMPLEMENTATION Sec. 2-274. Staffing (a) City Auditor. The City Auditor’s Office shall be responsible to provide staff and clerical 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. Nothing herein creates a duty for the City Auditor to enforce this Article. Furthermore, this Article shall not be construed as requiring the City Auditor to investigate allegations of violations of this Article submitted via the Fraud, Waste, or Abuse hotline. (b) Conflicts Log. The City Auditor’s Office shall, in cooperation with the City Secretary’s Office, maintain a Conflicts Log on an ongoing basis listing the Conflicting Interests disclosed by City Officials in accordance with this Article. The log is a public record. The City Auditor is neither authorized nor required to inspect or act upon the content of the Conflicts Log. (c) City Manager. If a Complaint accuses the City Auditor of violating this Article, the duties of the City Auditor under this Article shall be performed by the City Manager for purposes of processing that Complaint. Page 11 of 20 Sec. 2-275. Legal Counsel (a) City Attorney. The City Attorney shall provide legal support to the City Auditor and the Board of Ethics in the administration of this Article. Nothing herein shall be construed to limit the authority of the City Attorney to render legal guidance in accordance with the City Attorney’s professional obligations and standards. (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 City Auditor and 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; or (3) when action is being taken by the Board of Ethics regarding any council member. Sec. 2-276. Training (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 a training session regarding this Article within ninety (90) days of commencing their official duties. (c) Annual. City Officials shall complete an annual training session regarding this Article. (d) Exiting Officials. Information shall be provided to City Officials terminating their City service regarding the continuing restrictions on the representation of others by certain former City Officials. Sec. 2-277. Board of Ethics (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, and three (3) alternate 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. In total, members may only serve three (3) consecutive terms. A member may be reappointed no sooner than one (1) year after expiration of a previous term. Formatted: No underline Formatted: No underline, Not Highlight Formatted: No underline, Not Highlight Formatted: Not Highlight Page 12 of 20 (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, architects, engineers, 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. The Board shall be comprised of at least three (3) members who are attorneys or retired jurists. (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 to a City Official within the third (3rd) degree of affinity (marriage) or 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 request 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, and shall include the authority to administer oaths and affirmations, issue and enforce limited subpoenas to compel the attendance of witnesses and the production of testimony, evidence, and/or documents as is reasonably relevant to the Actionable Complaint, as provided by the City Charter. The issuance and enforcement of subpoenas shall be only upon a majority vote of the Board of Ethics, in accordance with the Rules of Procedure, and enforcement shall be through any of the Sanction options listed herein. (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. (j) Officers. At the first meeting of each fiscal year the Board of Ethics shall select from among its members a Chairperson and Vice-Chairperson. (k) Rules of Procedure: The Board of Ethics shall adopt rules of procedure governing how to conduct meetings and hearings. Such procedural rules are subject to confirmation or modification by the City Council. (l) Removal: The City Council may, by a vote of two-thirds (2/3), remove a member of the Board of Ethics for cause. Justifications warranting removal for cause shall include neglect of duty, incompetence, gross ignorance, inability or unfitness for duty, or disregard of the Code of Ordinances. Sec. 2-278. Advisory Opinions Page 13 of 20 (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 or Special Counsel. (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. This time limitation is tolled and shall not run until the Board of Ethics is empaneled and its Rules of Procedure are confirmed by the City Council. (c) Reliance. It shall be an affirmative defense to a Complaint that the AccusedRespondent relied 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 AccusedRespondent reasonably relied in good faith upon an Advisory Opinion; (2) the request for an Advisory Opinion fairly and accurately disclosed the relevant facts; and (3) less than five (5) years elapsed between the date the Advisory Opinion was issued and the date of the conduct in question. Sec. 2-279. Complaints (a) Complainants. Any person who has first-hand knowledge that there has been a violation of Sections 2-272 and 2-273 of this Article may allege such violations by submitting a Complaint. The persons who may submit Complaints includes (but is not limited to) 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, under oath, must set forth in simple, concise, direct statements, and 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 AccusedRespondent of violating this Article; (4) the position or title of each person AccusedRespondent 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. Formatted: Not Highlight Formatted: No underline, Not Highlight Formatted: No underline, Not Highlight Formatted: Not Highlight Formatted: No underline, Not Highlight Page 14 of 20 (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. Notwithstanding the foregoing, nothing in this subsection shall be construed to extend the one (1) year limitation of activity applicable to Former City Officials. The time for filing a Complaint regarding an alleged violation of this Article where the alleged violation occurred after the Effective Date but before the Board of Ethics is empaneled shall be tolled and not begin to run until such time as the Board of Ethics is empaneled and its Rules of Procedure are confirmed by the City Council. (g) Filing. Complaints shall be submitted to the City Auditor. Submission of Complaints may be made by hand delivery, U.S. Mail, or email directed to an email address publicly listed by the City Auditor. (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 AccusedRespondent. (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 and timely, the City Auditor shall send a written notification of acceptance to the Complainant, the AccusedRespondent, and the City Attorney; and a copy of the complaint to the Respondent/Accused. Formatted: Not Highlight Formatted: No underline, Not Highlight Formatted: Not Highlight Formatted: No underline, Not Highlight Formatted: No underline Formatted: No underline, Not Highlight Page 15 of 20 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. Clerical and administrative steps shall be taken to identify and manage confidential information 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 AccusedRespondent, 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 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. (l) Retaliation Prohibited. After a Complaint has been filed, and during or after the pendency before the Board of Ethics, it shall be a violation of this Article: (1) For a City Official, Former City Official, or Vendor to directly or indirectly discriminate against, harass, threaten, harm, damage, penalize, or otherwise retaliate against any person who: (A) Files a complaint regarding an alleged violation of this Article, or (B) Testifies, assists, or participates in any manner in a proceeding or hearing under this Article. (2) The outcome of the original ethics complaint shall not be deemed relevant to the complaint of retaliation itself. Sec. 2-280. Preliminary Assessment Formatted: Not Highlight Formatted: No underline, Not Highlight Formatted: No underline, Not Highlight Formatted: Not Highlight Page 16 of 20 (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. The Chairperson shall order a meeting of the Panel, which shall be conducted in compliance with the Texas Open Meetings Act. Each Panel shall select a Presiding Officer to conduct Panel deliberations. (c) Panel Determination. Within ten (10) 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 AccusedRespondent, and the City Attorney within two (2) business days. Written notifications of dismissal shall include notice of the right to appeal. (d) Appeals. A Panel’s preliminary assessment under this Section 2-280 may be appealed to the Board of Ethics by either the Complainant or the AccusedRespondent, 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. Sec. 2-281. Meetings (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 (or acting chairperson) shall count toward the establishment of a quorum and retains the right to vote. (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. (2) Purpose: The purpose 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; Formatted: Not Highlight Formatted: No underline, Not Highlight Formatted: Not Highlight Formatted: No underline, Not Highlight Page 17 of 20 (B) an Accepted Complaint was erroneously dismissed as Baseless by a Panel; and/ or (C) an Accepted Complaint is Frivolous. (3) Sworn Testimony: All witness testimony provided to the Board of Ethics shall be under oath. (4) 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. (5) Representation: The AccusedRespondent shall have a right to present a defense. Both the Complainant and the Accuser have a right to be represented by legal counsel. (d) Open Meetings. All meetings and hearings of the Board of Ethics, including Panel deliberations, 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 actions of the Board of Ethics shall take place in open session. (e) Postponement in Certain Instances. (1) Board: Proceedings may be postponed upon majority vote by the members of the Board of Ethics. (2) Parties: The Complainant and the AccusedRespondent are each entitled to one (1) postponement without cause. Additional postponements shall be solely for good cause and at the discretion of the Board of Ethics. (3) Criminal Proceedings: 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. Sec. 2-282. Disposition (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 AccusedRespondent reasonably relied in good faith upon an Advisory Opinion, as provided in this Article; or Formatted: No underline, Not Highlight Formatted: No underline, Not Highlight Formatted: No underline, Not Highlight Page 18 of 20 (4) the Complainant failed to testify at the hearing. (b) Sanctions. If the Board of Ethics determines by simple majority vote of those present and voting 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 Advisory opinion, a letter of notification shall advise the AccusedRespondent 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) Letter of 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 Commission, Zoning Board of Adjustment, Board of Ethics, Public Utilities Board, Historic Landmark Commission, or a Department Head, and it: (A) was serious and 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. (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 AccusedRespondent, 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. Formatted: No underline, Not Highlight Formatted: No underline, Not Highlight Page 19 of 20 (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 as provided by Section 2-282(b). (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 AccusedRespondent 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 AccusedRespondent and the Complainant before the Complaint was filed; (D) if the AccusedRespondent is a Candidate for Election to Office, the existence and nature of any relationship between the Complainant and any Candidate or group opposing the AccusedRespondent; (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. Sec. 2-283. Reconsideration The Complainant or AccusedRespondent 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 AccusedRespondent). 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 notice to the Parties. Sec. 2-284. Nepotism Formatted: No underline, Not Highlight Formatted: No underline, Not Highlight Formatted: No underline, Not Highlight Formatted: No underline, Not Highlight Formatted: Not Highlight Formatted: No underline, Not Highlight Formatted: No underline, Not Highlight Page 20 of 20 (a) City Council. No Person shall be employed by the City who is a relative of related to any member of the City Council within the third (3rd) degree of affinity or consanguinity. (b) Department Supervisor. No Person shall be employed by the City in a department if the Person is related to the City Manager or the department supervisor within the third (3rd) degree of affinity or consanguinity. (d)(b) Preexisting Employment. The prohibitions of this Section do not apply to a Person who was employed by the City more than six (6) months prior. Sec. 2-285. General Procedural Matters (a) Deadlines. Any deadline provided in this Article shall be construed as expiring at 5:00 p.m. local time on the last day. (b) Mailbox Rule. Under this Article, a deadline for any response or request for appeal is met when the date the response or request for appeal is mailed falls within the timeline requirements of this Article. The posted date of any mailing will control whether it meets the timeline requirements of this Article. Sec. 2-286. Lobbyists [reserved] Formatted: No underline, Not Highlight Formatted: No underline ORDINANCE NO. 19- AN ORDINANCE OF THE CITY OF DENTON CONFIRMING THE PROPOSED AMENDMENTS TOING THE BOARD OF ETHICS’ RULES OF PROCEDURE AS REQUIRED BY THE CODE OF ORDINANCES, CHAPTER 2, ARTICLE XI, SECTION 2-277(k); PROVIDING FOR SEVERABILITY; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on May 1, 2018, the City Council of the City of Denton passed Ordinance Number 18- 757 creating a new Article XI to Chapter 2 of the Code of Ordinances (the “Ethics Ordinance”); and WHEREAS, Section 2-277(k) of the Ethics Ordinance obligates the Board of Ethics to adopt rules of procedure governing how to conduct meetings and hearings, and such rules are subject to confirmation or modification by the City Council; and WHEREAS, the Board of Ethics approved the attached procedural rules on September 17, 2018, finding them to be reasonable, prudent, and necessary to conduct efficient, effective, and fair meetings and hearings; and WHEREAS, the City Council held a Work Session on October 23, 2018 to consider the Board of Ethics’ rules of procedure subsequently confirmed the rules of procedure through Ordinance Number 18- 1839 on November 6, 2018; and WHEREAS, during the past year, the Board of Ethics has been operating under the Rules of Procedure and held several work sessions to discuss potential amendments; and WHEREAS, the Board of Ethics has recommended certain amendments to the City Council for confirmation, which were presented in a Work Session on _______________; and WHEREAS, the City Council finds the attached amendments to be reasonable, prudent, and necessary to conduct efficient, effective, and fair meetings and hearings; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. FINDINGS OF FACT. The foregoing recitals are incorporated into this Ordinance by reference as findings of fact as if expressly set forth herein. SECTION 2. CONFIRMATION OF AMENDMENT. That the Code of Ordinances of the City of Denton, a Texas home-rule municipal corporationThe City Council hereby confirms the amendments to the attached Rules of Procedure for the Board of Ethics, pursuant to the Code of Ordinances, Chapter 2, Article XI, Section 2-277(k), is hereby amended by the revisions as providedshown in Attachment A, attached hereto and incorporated into this Ordinance, with the deleted text struck-through, the new text shown as underlined, and the retained portion shown in normal type. All other provisions of the Rules of Procedure remain in full force and effect. SECTION 3. SEVERABILITY. Should any of the clauses, sentences, paragraphs, sections, or parts of this Ordinance be deemed invalid, unconstitutional, or unenforceable by a court of law or administrative agency with jurisdiction over the matter, such action shall not be construed to affect any other valid portion of this Ordinance. SECTION 4. EFFECTIVE DATE. This ordinance shall be effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: Aye Nay Abstain Absent Mayor, Chris Watts: ______ ______ ______ ______ Gerard Hudspeth, District 1: ______ ______ ______ ______ Keely G. Briggs, District 2: ______ ______ ______ ______ Jesse Davis, District 3: ______ ______ ______ ______ John Ryan, District 4: ______ ______ ______ ______ Deb Armintor, At Large Place 5: ______ ______ ______ ______ Paul Meltzer, At Large Place 6: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 20189. __________________________________ CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: __________________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ JLD rev 9-13-19 DRAFT REVISION “N” September 13, 2019 Rules of Procedure for Conducting Meetings & Hearings City of Denton, Texas Board of Ethics A. GENERAL......................................................................................................................................... 4 1. CONFIDENTIALITY .............................................................................................................. 4 2. EX PARTE ................................................................................................................................ 4 3. AMENDMENTS……………………………………………………………………………………………4 B. MEETINGS ...................................................................................................................................... 4 C. ADVISORY OPINION .................................................................................................................... 5 D. PRELIMINARY ASSESSMENTS .............................................................................................. 65 E. HEARINGS ....................................................................................................................................... 6 1. Preliminary Hearing .......................................................................................................... 6 2. Evidentiary Hearing .......................................................................................................... 6 3. Scheduling / Calling ......................................................................................................... 76 4. Purpose ................................................................................................................................... 7 5. Authority of Chair ................................................................................................................ 7 6. Call to Order .......................................................................................................................... 7 7. Recusals ............................................................................................................................... 87 8. Enter Appearance of the Parties ................................................................................. 87 9. Procedural Request ............................................................................................................ 8 10. Evidence & Witnesses ..................................................................................................... 8 11. Subpoena .......................................................................................................................... 98 12. Exhibits ................................................................................................................................. 9 13. Decorum .............................................................................................................................. 9 14. Sworn Testimony .............................................................................................................. 9 15. Order of Presentaions .............................................................................................. 109 16. Statement....................................................................................................................... 109 17. Presentation of Evidence ......................................................................................... 109 18. Witness Tesimoney ................................................................................................... 109 19. Legal Representation ................................................................................................... 10 20. Time Limitations ......................................................................................................... 110 TABLE OF CONTENTS City of Denton Draft Revision “N” Board of Ethics Rules of Procedure September 13, 2019 Page 2 21. Closing of Statements ................................................................................................ 110 22. Closing of Hearing ....................................................................................................... 110 23. Executive Session ........................................................................................................ 110 24. Deliberation .................................................................................................................. 110 25. Reliability of Evidence ................................................................................................. 11 26. Burden of Proof .............................................................................................................. 11 27. Determinations ........................................................................................................... 121 28. ReconsiderationAlternate Members ................................................................... 121 City of Denton Draft Revision “N” Board of Ethics Rules of Procedure September 13, 2019 Page 3 CITY OF DENTON BOARD OF ETHICS RULES OF PROCEDURE FOR MEETINGS & HEARINGS City of Denton Draft Revision “N” Board of Ethics Rules of Procedure September 13, 2019 Page 4 1. CONFIDENTIALITY 2. EX PARTE The City of Denton shall strive to maintain a level of confidentiality during the preliminary phases of processing Complaints in order to avoid unduly tarnishing of peoples’ reputations while striving to provide due process. Confidentiality shall be limited by law, including the Texas Public Information Act. Under the Code of Ethics, a Complaint submitted to the City is confidential until it is either dismissed or placed on an agenda subject to Code of Ethics Section 2-279(i).. The Board of Ethics shall maintain the confidentiality of any document it receives that is categorized as being subject to common law privacy as defined by Section 552.101 of the Texas Government Code; trade secrets, audit working papers, certain commercial or financial information as defined by Section 552.110 of the Texas Government Code; confidentiality of certain private communications of elected officers as defined by Section 552.109 of the Texas Government Code; and all other information considered confidential and protected under the Texas Public Information Act or other law, as applies to Section 552.022 of the Government Code. Code of Ethics §2-279(j),(ij). The Complainant and the RespondentAccused are prohibited by the Code of Ethics from communicating (directly or indirectly) about the subject matter or merits of the Complaint, or any issue of law or fact about a Complaint, with the Board, any of its members, or witnesses identified in the Complaint (or filed supplements). Similarly, the Board is prohibited from communicating about the subject matter or merits of a Complaint, or any issue of law or fact about a Complaint with the parties or other persons (except for members of the Board, the City Auditor’s Office, City Attorney’s Office, or Special Counsel). The Board of Ethics may recommend amendments to City of Denton Code of Ordinances, Chapter 2, Article XI, or to its own Rules of Procedure to the City Council by a simple majority vote. Code of Ethics §2-279(k). A. GENERAL 30. AmendmentsMENDMENTS City of Denton Draft Revision “N” Board of Ethics Rules of Procedure September 13, 2019 Page 5 RAL 1. Calling Meetings. Board meetings shall be called by the Chairperson, or upon request of three (3) board members, or the City Auditor, at least annually. 2. Call to Order. The Chairperson shall call the hearing to order, announce the time the hearing is called to order, and state whether a quorum of the board is present. The quorum is four (4) board members, which can include the Chairperson. 3. Open Meetings. Board meetings shall be conducted in compliance with the Texas Open Meetings Act. 4. Adjournment. Meetings of the Board may be adjourned by the Chairperson’s initiative or upon vote of a majority of the members. 5. Alternate Members. Alternate members of the Board of Ethics shall attend meetings only upon request 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. 6. Notice of Absence or Abstainment. Upon receipt of an agenda for meeting or hearing, each member of the Board shall immediately (within twenty-four (24) hours) inform the City Auditor if the member is planning to: (a) not attend; or (b) abstain from participation. The matter of determining which alternate shall be designated to attend a hearing shall be at the discretion of the Chairperson. Code of Ethics §2-281, §2-277(g). 4. 1. Assignment. The City Auditor shall refer requests to either a Panel or to Special Counsel. Panels shall be designated by the Chairperson consisting of three (3) board members on a rotating basis. Three (3) board members must be in attendance. 2. Calling Meetings. Panel meetings shall be called by the City Auditor. 3. Open Meetings. Panel meetings shall be conducted in compliance with the Texas Open Meetings Act. 4. Notice. The City Auditor shall send a written notification of the Panel meeting to the requesting City Official at least five (5) calendar days prior. 5. Participation. While the requesting City Official and other persons may attend the meeting, no testimony or public comments will be accepted. B. MEETINGS C. ADVISORY OPINION City of Denton Draft Revision “N” Board of Ethics Rules of Procedure September 13, 2019 Page 6 1. Preliminary Hearing 6. Scope. When assembled, Panels shall respond to a request for an Advisory Opinion by issuing written guidance regarding how the Code of Ethics applies (if at all) to a particular situation or behavior. The opinion may contain conclusions and / or recommendations. 7. Basis of Opinion. A Panel’s opinion shall be limited to the facts presented in writing by the requestor. No additional material will be considered. The opinion shall reflect the majority position of the Panel. 8. Deadline. A Panel must issue its Advisory Opinion within thirty (30) days of the City Auditor’s receipt of the request. Code of Ethics §2-278. 1. Assignment. The Chairperson shall designate panels consisting of three (3) board members on a rotating basis. 2. Calling Meetings. Panel meetings shall be called by the Chairperson. 3. Open Meetings. Panel meetings shall be conducted in compliance with the Texas Open Meetings Act. 4. Notice. The City Auditor shall send a written notification of the Panel meeting to the Complainant, the RespondentAccused, and the City Attorney at least five (5) calendar days prior. 5. Participation. While the Complainant, the RespondentAccused, and other persons may attend the meeting, no testimony or public comments will be accepted. 6. Scope. When assembled, Panels shall determine if a Complaint is Actionable or Baseless, as defined by the Code of Ethics. 7. Basis. A Panel’s review is limited to the contents of the Complaint. No extraneous information may be considered, unless the Panel wishes to review information as part of a consideration of the accuracy of the statements made in the Complaint in conjunction with the making of a recommendation that a hearing be first held on an accepted Complaint to determine if it may be frivolous. 7. Code of Ethics §2-280. If a Complaint proceeds to a hearing, the Board of Ethics may conduct a preliminary hearing to: D. PRELIMINARY ASSESSMENTS E. HEARINGS City of Denton Draft Revision “N” Board of Ethics Rules of Procedure September 13, 2019 Page 7 2. Evidentiary Hearing 3. Scheduling / Calling 4. Purpose (a) issue a subpoena requesting the production of data or other evidence from a City Official needed for the performance of the board’s duties and including the board’s exercise of its powers of investigation., subject to Section E(11) of these Rules. (b) rule on any procedural requests from the parties, such as Motions for Continuance. If a Complaint proceeds to a hearing, the Board of Ethics may: (a) allow witnesses to attend and testify; (b) admit evidence; and (c) make determinations. 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. The City Auditor shall send a written notification of the hearing to the Complainant, the RespondentAccused, and the City Attorney at least seven (7) calendar days prior. Code of Ethics §2-281(c). The purpose of evidentiary hearing(s) shall be solely to determine whether: (a) a violation of the Code of Ethics 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. The Chair will control discussion at all times so that only one (1) person speaks at a time. The Chair will enforce these rules through the following measures: (a) by calling a person to order, advising them of the rules and requesting compliance; (b) by ending a person’s opportunity to speak on an agenda item; and/or (c) by ordering a person to leave a meeting and barring the person’s presence during the remainder of the meeting. 5. Authority of Chair City of Denton Draft Revision “N” Board of Ethics Rules of Procedure September 13, 2019 Page 8 6. Call to Order 8. Enter Appearance of the Parties 9. Procedural Request 7. Recusals The Chair may reasonably extend time limits provided under these rules, either at their own discretion or by a simple majority vote of the Board. At the expiration of a party’s time, the chair shall ask the party if they feel they have had a full and fair hearing, and if they feel they have had an opportunity to present all of the relevant evidence and testimony in their hearing. The Chairperson shall call the hearing to order, announce the time the hearing is called to order, and state whether a quorum of the board is present. The chair shall identify the Complaint being considered by the board. At any point prior to the commencement of deliberations, members of the Board can recuse themselves. It is preferred that recusals be communicated to the Chairperson prior to a hearing so that alternate members can be designated. Grounds for recusal shall include prohibitions listed in City of Denton Code of Ordinances, Chapter 2, Article XI, Section 2-273(a) (Conflicts of Interest), or any other ethical basis deemed compelling by the recusing member. Board members shall recuse themselves if the City Council member who nominated them is a party to a Complaint pending before the Board member. The Chairperson shall call the parties to announce if they are present. If the Complainant is not present, the Chairperson shall dismiss the Complaint, close the hearing, and issue a Letter of Dismissal. All procedural motions that the Complainant or person charged in the complaint wishes the board to consider at the evidentiary hearing must be filed with the City Auditor’s Office at least four (4) calendar days prior to the evidentiary hearing. The board shall determine whether to grant requests that had not been submitted in time for the Preliminary Hearing. Within one (1) business day after receipt, the City Auditor’s Office will promptly forward the procedural motions to the board members, the city attorney’s office, and the opposing party. In addition to other procedural matters, the board may consider a request for a reset or continuance City of Denton Draft Revision “N” Board of Ethics Rules of Procedure September 13, 2019 Page 9 11. Subpoena 12. Exhibits 10. Evidence & Witnesses of a hearing. The board may also, on its own motion, reset or continue a hearing. At the beginning of the hearing, the board will consider and rule upon any such request and procedural motions. No later than by seven (7) calendar days prior to the hearing, the Board of Ethics shall in writing request the parties to submit to it the identities of their witnesses, briefly describing the matter each will be expected to testify about, and any sworn statements and documentary evidence they desire to be considered. The parties shall submit their aforementioned evidence to the City Auditor within the time specified in the notice (that being no less than four (4) calendar days prior to the hearing), who shall forward to the parties, Board members and the City Attorney no less than three (3) calendar days prior to the hearing. Periodically, the need for additional information may be needed when considering a Complaint. The Board of Ethics has the authority under the Code of Ethics to issue subpoenas for witnesses and/or records in furtherance of its investigatory and enforcement power under the Code. When deemed necessary by simple majority, the Board may issue subpoenas to City Officials compelling their attendance and/or their production of data or other evidence deemed relevant to the pending Complaint. The scope of the Board’s authority to subpoena records is limited to those under the direct control and in possession of City Officials. Subpoenas will not be issued for persons who would serve as character witnesses. The subpoena shall be on a form provided by the City Auditor’s Office. Service of subpoenas shall be by the City Auditor’s Office. The Board may consider a party’s failure to comply with a subpoena in its deliberations and/or exclude evidence related to the subject matter of the subpoena offered by the party which fails to comply. A record subpoenaed and produced under the Code of Ethics (as provided by the City Charter) that is otherwise privileged or confidential by law remains privileged or confidential and shall not be released to the public unless release is ordered by the Attorney General’s office in a ruling issued pursuant to Section 552.306 of the Texas Government Code or a court of competent jurisdiction. At the conclusion of all proceedings regarding a Complaint, records subpoenaed and produced that are otherwise privileged or confidential by law shall be returned to the producing source and all copies shall be destroyed in accordance with the City’s Records Retention Schedule. Code of Ethics §2-277(h). City of Denton Draft Revision “N” Board of Ethics Rules of Procedure September 13, 2019 Page 10 13. Decorum 14. Sworn Testimony 15. Order of Presentations 16. Opening Statement 17. Presentation of Evidence 18. Witness Testimony All exhibits submitted by the parties shall be numbered sequentially. Complainant’s exhibits shall be pre-marked with the letter “C” followed by a dash, followed by a number; for example, “C-1”. The RespondentAccused’s exhibits shall be pre-marked with the letter “A,” followed by a dash, followed by a number, for example “A-1”. Speakers must confine their remarks to the subject under discussion. Personal attacks and remarks are prohibited. Each witness before testifying at the final hearing shall be duly sworn by the Chair or Presiding Member. Code of Ethics §2-281(c)(3). Complainant shall open the presentation of the evidence and argument. RespondentAccused may then elect to present evidence and argument in response to the evidence presented to support its defense but will not be required to do so. Complainant shall be permitted to present rebuttal evidence on any defense raised in Respondent’s case presentation. Before presenting any evidence, each party shall present their positions with an initial statement in a narrative form including a summary of documents and witness testimony to be presented. Initial statements shall not exceed three (3) minutes. The parties may offer such evidence as is relevant and material to the complaint or any defense. All exhibits submitted in advance of the final hearing shall be admitted at the start of final hearing except those that the Board finds, after objection by a party, to be inadmissible as hearsay or speculative. Parties are restricted to evidence submitted in the board packet except if good cause is shown and granted by the majority of the Board members present. City of Denton Draft Revision “N” Board of Ethics Rules of Procedure September 13, 2019 Page 11 19. Representation 20. Time Limitations 21. Closing Statements 22. Closing of Hearing 23. Executive Session 24. Deliberations Parties may proffer testimony of their witnesses if the witness is present and available for further examination, if needed. Testimony of witnesses at hearing shall be in question and answer format. Opposing parties shall be permitted to cross-examine the witnesses. Members of the Board may question witnesses, subject to reasonable time limits imposed by the Chair. Questioning by the Board shall not count against a party’s allotted time. The parties may be accompanied or represented by legal counsel or another representative. A party’s representative may present evidence and conduct examination of witnesses. A party’s representative may not testify on behalf of a party. If a party designates a representative to present evidence on the party’s behalf, then only the representative may present evidence at the hearing (i.e., the party cannot also present evidence) (e.g., A witness offered by the Complainant can be questioned by the Complainant, or the Complainant’s representative, but not both). Nothing herein relieves the Complainant of the obligation to testify. Code of Ethics §2-281(c)(5). The parties shall be permitted thirty (30) minutes per side to present all their witness testimony, cross-examine opposing witnesses, and present documentary evidence unless otherwise modified by the Board. Each party shall be permitted five (5) minutes to make a closing statement summarizing what they believe the evidence at the final hearing proved or failed to prove. Complainant shall go first. Of the five (5) minutes allotted for closing, the Complainant may reserve a portion of that time to provide a rebuttal. Upon expiration of the timelines allotted and being satisfied that the record is complete, the Chairperson shall declare the hearing closed. If additional evidence is required, the Chairperson may seek to continue the hearing. The Board can go into executive session (i.e., conduct a closed-door meeting) at any point during a meeting or hearing in accordance with the Texas Open Meetings Act, pursuant to Texas Government Code § 551.071 (Consultation with Attorney), and/or § 551.074 (Personnel Matters). However, all decisions must be made in open session. City of Denton Draft Revision “N” Board of Ethics Rules of Procedure September 13, 2019 Page 12 25. Reliability of Evidence 26. Burden of Proof Upon the closing of a public hearing, the Board shall conduct deliberations. During deliberations, the Board may discuss the Complaint, any evidence and testimony that was submitted, and the opinions of the Board members about the credibility of the information before the Board, and the applicability of the Code of Ethics. Deliberations may be in open or closed session, but all decisions must be made in open session. The Board shall rely on evidence of which a reasonably prudent person commonly relies in the conduct of the person's affairs. The amount of weight given to any evidence or testimony shall solely be at the discretion of the Board. Because the burden of showing that a violation of the Code of Ethics 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. Code of Ethics §2-281(c)(4). Upon conclusion of deliberations, the Chairperson shall call for a motion. All votes will be voice vote, with the option for any member to request a roll call vote at any time. If at any point during any proceeding or hearing of the Board, the Board determines that the complaint was erroneously accepted because it was filed more than two (2) years after the date of the act or omission (unless tolled pursuant to the ordinance), the Board shall dismiss the complaint and the Chairperson shall issue a Letter of Dismissal. The Board is obligated to render its decision (i.e., imposing or recommending a sanction) within ten (10) business days after the conclusion of a hearing at which the Board determined that a violation occurred. The dismissal of a Complaint for any other reason must be communicated by the Chairperson in a Letter of Dismissal which sets forth the reasons for the dismissal. Code of Ethics § 2-282(b). 27. Determinations 28. Reconsideration City of Denton Draft Revision “N” Board of Ethics Rules of Procedure September 13, 2019 Page 13 Requests for reconsideration shall follow the procedure established in City of Denton Code of Ordinances, Chapter 2, Article XI, Section 2-283. Alternate members of the Board of Ethics shall attend meetings only upon request 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. Upon receipt of an agenda for meeting or hearing, each member of the Board shall immediately (within twenty-four (24) hours) inform the City Auditor if the member is planning to: (a) not attend; or (b) abstain from participation. The matter of determining which alternate shall be designated to attend a hearing shall be at the discretion of the Chairperson. Code of Ethics §2-277(g). The Board of Ethics may recommend amendments to City of Denton Code of Ordinances, Chapter 2, Article XI, or to its own Rules of Procedure to the City Council by a simple majority vote. 29. Alternate Members 30. Amendments City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-865,Version:1 Receive a report, hold a discussion, and give staff direction regarding a request for a resolution of support from a developer applying for 4% housing tax credit with the Texas Department of Housing and Community Affairs. City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Public Affairs and IGR - Community Development CM/ DCM/ ACM: Sara Hensley, Assistant City Manager DATE: May 19, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding a request for a resolution of support from a developer applying for 4% housing tax credit with the Texas Department of Housing and Community Affairs. BACKGROUND The Texas Department of Housing and Community Affairs (TDHCA) offers a Housing Tax Credit program as one of the primary means of directing private capital toward the development and preservation of affordable rental housing for low-income households. Typical projects include apartment complexes, rental townhomes, mixed-income and mixed-use properties, supportive housing for those with special needs, and independent living facilities for seniors. There are two types of Housing Tax Credit (HTC) programs available: a 4% (non-competitive) and a 9% (competitive) program. Both programs have unique features and rules; however, in general, current policy from the TDHCA for 9% includes a scoring item that developers receive resolutions of support or no objection from the municipality in which the project is located. For the 4% program, there are threshold documents requiring that developers receive resolutions of no objection from the municipality in which the project is located. The tax credits are awarded to eligible participants and provide a source of equity financing for the development of affordable housing. Investors in qualified affordable multifamily residential developments can use the HTCs as a dollar-for-dollar reduction of federal income tax liability. The value associated with the HTCs allows housing to be leased to qualified families at below market rate rents. The Non-Competitive (4%) Housing Tax Credit program is coupled with the Multifamily Bond Program when the bonds finance at least 50% of the cost of the land and buildings in the Development. To meet the City of Denton housing and development objectives, it is the City’s policy to analyze projects requesting support for proposed Housing Tax Credits (HTC). Such analysis will determine if the project(s) comply with the principles and policies found in the City’s Denton 2030 Plan, the 5-Year Consolidated Plan for Housing and Community Development, as well as various other master, strategic, and redevelopment or neighborhood plans, adopted by the City of Denton. The goal of this analysis is to (a) establish if HTC projects merit local support, and (b) prioritize HTC submissions if more than a single proposal is received during an evaluation period. The Community Development Division serves as the City’s primary staff and point of contact for all HTC programs. Developers seeking consideration by the City of Denton for either a Resolution of Support or a Resolution of No Objection, for an HTC from TDHCA may review the HTC Policy and must submit a request for support using the City Council approved HTC Application. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com DISCUSSION The City has received an application submitted to Community Development seeking a resolution of support for a 4% application to TDHCA. (Exhibit 2). Staff is presenting the proposed project with the developer to City Council at the May 19, 2020 meeting and seeking to bring a resolution of support for consideration at the June 2, 2020 meeting for City Council consideration. PROJECT - Mayhill Road Apartments Project Type: General, New Construction Location: 1900 S Mayhill Road Denton, TX 76208 City Council District: 1 Developers: The Michaels Development Company I, L.P. Current Zoning: (MN) Mixed-Use Neighborhood Tenant access to services: The resident supportive services listed are expected to be provided at the property (specific services to be offered will not be confirmed until the time the property is placed in service). These include onsite childcare, adult learning class such contracted career training and placement partnerships with local workforce offices, food pantry consisting of an assortment of non-perishable food items and common household items (i.e. laundry detergent, toiletries, etc.) accessible to residents at least on a monthly basis or upon request by a resident, quarterly on-site social and interactive activities with City public safety representatives intended to foster relationships with residents, arts and recreation activities, hosted social events and a full-time resident services coordinator with a dedicated office space at the Development or a contract with a third-party to provide the equivalent of 15 hours or more of weekly resident supportive services at the Development. Taxable Status of the Development: Mayhill Road Apartments will be seeking a partial property tax exemption (50%) for this proposed apartment community. Michaels Development will partner with Community Housing Resource Partners (CHR Partners), a registered not for profit 501(c)(3) Community Housing Development Organization (CHDO) organization out of San Antonio. By partnering with this organization, the proposed apartment community will be eligible for a 50% property tax exemption under the Texas Tax Code 11.1825. Texas Statue limits this exemption to a maximum of 50%. The development will first be assessed at full taxable value then it will request the 50% exemption from the Denton County Appraisal District. The appraisal district approves the exemption and bills with the exemption. It is verified annually by the appraisal district. With the partial tax exemption and a total of 360 units, Michaels Development Company is committing to provide a total of 36 apartment units restricted at 30% of AMI (10% of total units), 36 units restricted at 40% of AMI (10% of total units), and 36 units restricted at 50% of AMI (10% of total units) in an effort to address the high priority housing needs for very low-income residents. Please see the attached breakdown of proposed units in Exhibit 4. Proposed Unit Breakdown: This development proposal features the construction of 360 general occupancy apartment units. Using Income Averaging1, the income restrictions for these units will range from 30% of Area Median Income (AMI) – 80% of AMI, resulting in effective annual gross income limits ranging from $24,930 - $66,480. (Exhibit 1 or Exhibit 4). Proposed Unit Sizes: 700 - 1,220 sq. ft Projected Rents: $421 – $1727 Experience: The Michaels Organization has been developing affordable housing since 1968; they own and operate more than 53,000 affordable housing apartment units, spread across over 400 different communities and 35 states. (Exhibit 1 - Application Attachments 2, 3 & 4). 1Income averaging restriction election was first incorporated into the Qualified Allocation Plan (QAP) of Texas in 2019. This income restriction election allows Housing Tax Credit properties to provide apartment units restricted at a wide range of income levels, while achieving an overall average income restriction of 60%. Income averaging allows developments to serve the lower income population as well as the 70% and 80% AMI families that have previously been left out of other programs. OPTIONS 1. Approve a Resolution of Support as presented 2. Do Not Approve the Resolution of Support EXHIBITS 1. Agenda Information Sheet 2. Michaels Organization City of Denton HTC Application 3. Presentation 4. Proposed Unit Breakdown Respectfully submitted: Dani Shaw Community Services Manager City of Denton Housing Tax Credit (HTC) ‐ Request for Support Application 1. PROJECT INFORMATION Legal Name of Developer/Entity Name of Proposed Development Physical address of the project Project type: Applicant Role: Housing Tax Credit application for: 9% HTC 4% HTC Applicant is requesting Council Resolution: of Support Stating No Objection Is the property: New construction Renovation Acquisition/Redevelopment Total number of units: *Single Room Occupancy 2. APPLICANT INFORMATION Name City Telephone Contact person Contact Telephone Contact Email DUNS #:Federal Tax ID# For Developers and Partners, check all that apply:For Profit Nonprofit Public Housing Authority 0 0.0% 00 0.0% **Please see application Attachment #1 Please note: The City of Denton reserves the right to deny applications that do not coincide with the City’s Housing Tax Credit Request for Support and Policy, various strategic and master plans, or policy direction from the Denton City Council. Before a project will be evaluated, each applicant requesting support must submit a completed application with all attachments in accordance with the timeline prescribed herein. SRO* 1 BR 2 BR The Michaels Development Company I, L.P. Mayhill Road Apartments 1900 S Mayhill Road Denton, TX 76208 Denton Independent School District $ Estimated Rent # SF of Each Unit General Owner Senior 60% MR Developer Supportive Housing ‐ Special Populations Other (list below): # of Affordable Units 30% # of Market Rate Census tract #School District 50% 48121021201 1 Council District # # of Total Units Total Units % of Total 000 0.0% 0.0% 0.0% Length of Affordability on the Project: 3 BR 720‐845‐6500 Ryan Watt 781‐742‐4741 N/A rwatt@tmo.com 22‐2882621 The Michaels Development Company I, LP Camden NJ ST 08102 ZIP Approved: Resolution 18‐756 onMay 8, 2018 Page 1 of 5 City of Denton Housing Tax Credit (HTC) ‐ Request for Support Application Approved: Resolution 18‐756 onMay 8, 2018 Page 2 of 5 City of Denton Housing Tax Credit (HTC) ‐ Request for Support Application In the last ten years: Have you developed other Housing Tax Credit projects?Yes No If yes, please list project names and addresses: Have you developed other affordable housing projects? Yes No If yes, please list project names and addresses: 3. PROJECT NARRATIVE & ATTACHMENT CHECKLIST a. b. c. d. e. i. ii. iii. f. g. h. i. j. 4. FINANCIAL NARRATIVE & ATTACHMENT CHECKLIST a.Project pro forma b.Annual Audit for each partner c. d. i. ii. iii. Describe the taxable status of the development. Indicate whether the development will be paying property taxes or if the development will be tax exempt; If project will be tax exempt, provide: A projected loss of property taxes (to each taxing entity and in total) over the 15‐year period, and include assumptions and comparable properties utilized; Preliminary Site Plan ‐ Provide a preliminary site plan for the proposed project; Describe tenant population(s), restrictions (e.g. income or age restrictions) and access to supportive services demonstrated through provision of or proximity to community resources – schools, libraries, public facilities, nonprofits, health care and food security, public transit etc. if any, to be provided to or made available to residents; Describe the project’s quality of design and construction; Provide a list of basic amenities and unit amenities proposed for the project; Letter of zoning verification or status of rezoning request from the City ‐ Include a letter from the City of Denton’s Development Services Department verifying that the current zoning of the site for the proposed project is compatible with the anticipated use, or include documentation verifying that a request to change current zoning has been submitted; Demonstrate the project’s compatibility and alignment with the priorities stated in the City’s Comprehensive Plan, Future Land Use Map, Consolidated Plan, and any other applicable master, strategic, and redevelopment or neighborhood plans adopted by the City of Denton; Support and/or opposition from community ‐ Describe the impact the project is anticipated to have on surrounding neighborhood and involvement and support from local stakeholders and neighborhood organizations; include a list of stakeholders and neighborhood associations contacted. Attach all letters of support or opposition to your project and/or documentation of each notification/response: Letter of support and/or opposition from the County (if project will be tax exempt) A copy of the fiscal year budget of the tax‐exempt partner; A detailed plan explaining how projected revenues are intended to be used by the tax‐exempt partner; this should provide sufficient explanation to understand the strategic plan for the projected additional revenue and how it will provide an enhancement or benefit to the community. The plan should also address any community service contributions and investments planned by the tax‐exempt partner and for‐profit developer. The Michaels Organization has been developing affordable housing since 1968; we now own and operate more than 53,000 affordable housing apartment units, spread across over 400 different communities and 35 states. Please refer to Attachment 2 for an extended narrative on the past experiences and qualifications of the Michaels Organization; Please refer to Attachment 3 for a complete list of all properties which have been developed by the Michaels Organization over the past 15 years; In addition, please refer to Attachment 4 for additional information regarding our relevant development experience in the state of Texas, and elsewhere around the county. Please refer to attachment 3 for a complete list of properties which have been developed by The Michaels Organiation over the past 15 years. This schedule details the location, unit count, design type, and the affordability programs of each project. A financial narrative for the project must be attached to this application. Please address, at a minimum, each of the following items including supporting attachments: A project narrative and attachments must be attached to this application and briefly address, at a minimum, each of the following items: Letter of support and/or opposition from the neighborhood association; Letter of support and/or opposition from the school district(s) (if project will be tax exempt); Census tract map with site identified; Location map “all” multi‐family developments highlighting affordable housing within two miles of the proposed site; TDHCA self score ‐ Please attach TDHCA Self‐Score Matrix ‐ Sample provided in Attachment A. Approved: Resolution 18‐756 onMay 8, 2018 Page 3 of 5 City of Denton Housing Tax Credit (HTC) ‐ Request for Support Application Approved: Resolution 18‐756 onMay 8, 2018 Page 4 of 5 ~ DENTON 5. SUBMISSION INFORMATION City of Denton Housing Tax Credit (HTC) • Request for Support Application The Community Development Division serves as the City's primary staff and point of contract for all TDHCA programs. Completed applications should be submitted to: Community Development 601 E Hickory Suite B Denton, TX 76205 or email at: community.development@cityofdenton.com Before a project will be evaluated, each applicant requesting support must submit a completed application with all attachments. City of Denton 2020 Important Dates for 9% Request for Support*: January 10, 2020: Application Deadline January, 2020: Meeting with applicable staff· Week of 01/13/20 February, 2020: Presentation from Applicant(s) at City Council Work Session (02/04/20) February, 2020: Consideration of Resolution(s) at City Council Meeting (02/11/20) Based on annual deadline from TD HCA, specific dates are subject to change. Please visit ww.cityofdenton.com for current deadlines. *Housing Tax Credit 4% Request for Support will complete the same steps above but may be submitted year-round. Applications for the Request for Support for 4% must be submitted ot least 60 days prior ta when the letter must be submitted by the applicant ta TDHCA. Applicant must attend all City Council meetings where these Resolutions are discussed. Staff will inform the applicant, using the e-mail addresses provided, of the meeting dates as soon as they are determined. CERTIFICATION The applicant/developer certifies that the data included in this application and the exhibits attached is true and complete to the best of my knowledge. The statements are made for the purpose of obtaining a resolution or resolutions from the Denton City Council. I understand that false statements may result in forfeiture of benefits and possible prosecution by the City Attorney. The Michaels Development Company I, L.P. Legal Name of Developer/Entity John J. O'Donnell Authorized Officer Sig'nature version: October 01, 2019 Approved: Resolution 18-756 onMay ~ 2018 Executive Vice President Title Date Page 5 of 5 Proposed Apartment Community: 1900 S Mayhill Road Denton, TX 76208 Development Proposal Narrative The Michaels Development Company is pleased to present our proposal for a mixed-income apartment community, to be located at 1900 S Mayhill Road in Denton, TX. This development proposal features the construction of 360 general occupancy workforce housing apartment units; Income restrictions for these units will range from 30% of Area Median Gross Income (“AMGI”) – 80% of AMGI, resulting in effective annual gross income limits ranging from $24,930 - $66,480. The proposed unit mix for this development is further detailed in attachment 1 of this application. The Michaels Development team has performed a thorough review of the Denton 2030 Plan, the Denton Future Land Use Map, the City of Denton’s 2015-2019 Consolidated Plan, The City of Denton 2019/2020 Action Plan, and the City of Denton – Fair Housing Plan and Analysis of Impediments to Housing Choice report. Based on our review of these documents, the proposed apartment community contemplated in this application closely aligns with the priorities and goals described therein. These findings are further discussed in attachment 13 of this application, complete with specific references to all applicable City planning documents. This community will feature spacious living areas, outfitted with energy star rated appliances, natural stone countertops, modern hard-surface flooring, and shaker-style painted, wood-veneer faced cabinets; Common area amenities will include a community clubhouse, featuring a furnished community room, fitness center, business center, and dedicated supportive services classroom. Outdoor amenities will include a swimming pool, two children’s playscapes, a dog park, outdoor sport court, gazebo, and over four acres of open green space. These proposed amenities and planned quality of construction are further detailed in attachments 11 and 12 of this application. The Michaels Organization, parent company to Michaels Development, is the largest owner and operator of affordable housing in the United States. The Michaels Organization owns and manages over 53,000 affordable apartment units, spread across 400 apartment communities and 35 states. Michaels has developed a strong level of affordable housing expertise as a result of this previous experience, which we will continue to leverage in order to address the shortage of affordable housing that still exists across the country, and also in the state of Texas. Michaels Development has prepared several attachments to this Housing Tax Credit Application which address each of the items listed in the City of Denton’s Housing Tax Credit application checklist. These attachments are listed below, and can be accessed via the bookmarks which have been added to the application PDF file. - Attachment 1 – Proposed Unit Mix - Attachment 2 – Michaels Development Narrative - Attachment 3 – List of Previous HTC Communities Developed - Attachment 4 – Michaels Development – Relevant Experience - Attachment 5 – Conceptual Site Plan - Attachment 6 – Locational Map: Nearby LIHTC Properties - Attachment 7 – Census Tract Map - Attachment 8 – Zoning Verification Letter - Attachment 9 – Development Community Impact, and Support and Opposition from the Community - Attachment 10 – Description of Tenant Population, AMI, and Services - Attachment 11 – List of Proposed Amenities - Attachment 12 – Quality of Design and Construction - Attachment 13 – Alignment with City Objectives - Attachment 14 – Development Pro Forma - Attachment 15 – Annual Audit for each Development Partner - Attachment 16 – Taxable Status of the Development - Attachment 17 – Projected Property Tax Losses - Attachment 18 – Fiscal Budget and Business Plan of Tax-Exempt Partner Proposed Unit Mix: 1900 S Mayhill Road Unit Type Affordability Count Square Feet Estimated Rents One Bedroom 30% of AMI 8 700 421$ Two Bedroom 30% of AMI 13 952 499$ Three Bedroom 30% of AMI 12 1,172 569$ Four Bedroom 30% of AMI 3 1,220 618$ One Bedroom 40% of AMI 8 700 577$ Two Bedroom 40% of AMI 13 952 686$ Three Bedroom 40% of AMI 12 1,172 785$ Four Bedroom 40% of AMI 3 1,220 859$ One Bedroom 50% of AMI 8 700 733$ Two Bedroom 50% of AMI 13 952 873$ Three Bedroom 50% of AMI 12 1,172 1,001$ Four Bedroom 50% of AMI 3 1,220 1,100$ One Bedroom 60% of AMI 26 700 888$ Two Bedroom 60% of AMI 39 952 1,060$ Three Bedroom 60% of AMI 34 1,172 1,217$ Four Bedroom 60% of AMI 11 1,220 1,341$ One Bedroom 70% of AMI 16 700 990$ Two Bedroom 70% of AMI 26 952 1,182$ Three Bedroom 70% of AMI 23 1,172 1,357$ Four Bedroom 70% of AMI 6 1,220 1,498$ One Bedroom 80% of AMI 16 700 1,138$ Two Bedroom 80% of AMI 26 952 1,359$ Three Bedroom 80% of AMI 23 1,172 1,563$ Four Bedroom 80% of AMI 6 1,220 1,727$ The Michaels Organization ABOUT US THE WORLD IS A BETTER PLACE TO LIVE WHEREVER WE BUILD AND MANAGE IT The Michaels Organization has been creating a legacy for more than four decades that can be summed up in one powerful phrase: “The World is a Better Place to Live Wherever we Build and Manage it.” At Michaels, we are continually striving toward a better future for our residents, the communities where they live, our partners, and our team. Through the years, our organization has grown and thrived and led innovation in every sector of residential real estate, but one thing has remained constant: our commitment to crafting development solutions for our partners and our dedication to creating communities that lift lives. Creating communities that lift lives is a big promise, one that demands doing the extraordinary every day. And that’s what we do. Every day. We know that our student housing residents are the nation’s future leaders who need an extraordinary living environment where they can grow and learn and nurture their dreams and ambitions. We know that the service members whose families live in our housing cannot be worried about whether their families are being taken care of, especially when they are deployed to danger zones around the world. And, we also know that having access to high-quality well-managed affordable housing is the best chance families of limited means have for ensuring their children’s future success. It is said “home is where your story begins.” Michaels has been privileged to be where thousands of stories begin. BROAD-BASED CAPABILITIES Michaels as the premier owner, operator and developer of multifamily housing in the country. We are the only national developer, owner and operator--private or public--who can truly solve all of a cities’ housing needs. From deep subsidy public housing, tax credit, workforce, student and high-end market, we do it all. INFORMATION SHEET NATIONAL STRENGTH, LOCAL EXPERTISE We provide the strength and resources of a national firm, but are deeply rooted in each of the communities where we develop, own and manage housing. Our first priority is our residents and maintaining exceptional communities that stand the test of time. FINANCIAL RESOURCES Our financial stewardship, strong balance sheet, excellent relationships with both debt and equity providers, and the flexibility to work with a variety of funding mechanisms allow us to determine the best financial approach for our partners’ specific needs. OUR MISSION We bring comprehensive solutions to communities that jumpstart housing, education, civic engagement, and neighborhood prosperity. It’s our priority to create thriving communities to take people to a higher level in every chapter of their lives. OUR VISION A Michaels neighborhood is a beautiful, bustling place to call home. It’s a launching pad for people to move to the next level of their lives. We generate long-term value for our residents, communities, employees, partners, and investors. Our vision is what the world looks like when we do what we do best. DEVELOPMENT | MANAGEMENT | CONSTRUCTION | FINANCE PO Box 90708, Camden, NJ 08101 856 596 0500 | www.TMO.com The Michaels Organization MICHAELS DEVELOPMENT You can trust your vision to us. From single communities to comprehensive neighborhood revitalizations, Michaels has spent almost five decades crafting viable and financially successful housing solutions. We work with cities, rural areas, major public universities, the faith community, and others to develop creative solutions to housing challenges, and comfortable living spaces that are knitted into the fabric of the community where residents can thrive. We offer national strength while embracing local firms as partners who know the community best and who can maximize local job creation. We take an environmentally sound approach to development practices, and we are committed to leading in “green” building techniques that ensure long-term operational savings. AREAS OF EXPERTISE “The Michaels Organization takes on the most challenging developments and delivers consistently; because of its superb talent and commitment from the top, Michaels can do what others find near impossible.” The Reznick Group Affordable Living Student Living Military Living Luxury Living Our expertise spans the gamut from single tax credit communities to full-scale mixed-income, mixed-financed neighborhood revitalizations. We understand student housing opens the door to opportunity, not just for success today, but for success tomorrow and beyond. Michaels is honored to have developed award-winning homes for families living in privatized military housing. We have the talent in place to create versatile, lifestyle-driven communities for a variety of residents. FACTS & FIGURES SHEET DEVELOPMENT | MANAGEMENT | CONSTRUCTION | FINANCE PO Box 90708, Camden, NJ 08101 856 596 0500 | www.TMO.com GEOGRAPHIC FOOTPRINT Headquarters: Camden, NJ | Offices: Nationwide 400 Communities 35 States + DC & USVI 53,000 Units Managed 55,000+ Units Developed $575 million Largest Bond Deal 145,000 Residents $8 million In Scholarships $2 billion Pipeline As Vice President of Development, Ryan is responsible for sourcing and overseeing the development of affordable and workforce housing developments in the western United States. Ryan’s development experience includes large scale master planned communities, student housing, workforce housing and public-private partnerships. Ryan joined The Michaels Organization in 2016 with more than 12 years of experience in finance, development, and market analysis. Since joining Michaels, Ryan has overseen the delivery of Michaels’ first development project in Colorado, The Nest Communities, a complex transaction incorporating the conversion of over 238 market rate units into affordable housing in Boulder, Colorado. In addition, he recently led the acquisition and closing of Mission Trails at El Camino Real, a 352-unit new construction mixed-income community in San Marcos, Texas. He is also currently overseeing projects in predevelopment in Arizona, Missouri, Texas and Colorado. Prior to joining Michaels, Ryan was a Development Manager with Lendlease Americas, a large-scale property and infrastructure company that offers services in development, investment management, project management, construction, and asset and property management. While at Lendlease Ryan’s primary activities included the identification and delivery of major mixed-use properties, military housing, student housing and public private partnerships across the United States. Ryan holds a Bachelor's degree in Finance from the University of Colorado. Ryan A. Zent Vice President, Development As a Development Officer working in a supportive role to Regional Vice President Ryan Zent, Ryan Watt is responsible for management of the development process of affordable and workforce housing communities in the western United States. Ryan’s development experience includes both new construction and rehabilitation Low Income Housing Tax Credit transactions located in Texas, Tennessee, and Colorado. Ryan joined The Michaels Organization in 2019 with 5 years of experience in real estate finance, development, and market analysis. Since joining Michaels, Ryan has assisted with the pursuit of two new construction LIHTC transactions in the state of Texas, as well as the pursuit of two new construction LIHTC transactions in the state of Colorado. Prior to joining Michaels, Ryan was a Development Analyst at Dominium Development and Acquisitions, the second-largest for profit affordable housing development company in the United States. While at Dominium, Ryan’s primary responsibility was management of the affordable housing development process; this included feasibility underwriting, market analysis, oversight of the entitlement process, design development, and construction management. Ryan holds a Bachelor’s degree in Real Estate and Urban Land Economics from the University of Wisconsin-Madison. Ryan Watt Development Officer, Michaels Development Company NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion %TULANE REVITALIZATION PHASE I ( THE PLAZA AT CENTENNIAL HILL). MONTGOMERY AL 129APARTMENTS, FLATS, TOWNHOUSESNEW CONSTRUCTION2012 2013 PUBLIC, LIHTC, SECTION 8 RBC Stabilized 100.00%TULANE REVITALIZATION PHASE II ( THE PLAZA AT CENTENNIAL HILL)MONTGOMERY AL 129APARTMENTS, FLATS, TOWNHOUSESNEW CONSTRUCTION2014 2016 PUBLIC, LIHTC, SECTION 8 PAHEP Stabilized 100.00%BLACKBERRY OAKSSONORA CA 42 Two story single BuildingACQUISITIONREHABILITATION2016 2016 LIHTC USDA RIVERSIDE CAPITAL Stabilized 100.00%COLUSA GARDEN APARTMENTS COLUSA CA 96 2 STORY GARDENACQUISITION REHAB2011 2012 LIHTC & USDA RAPRESTIGE AFFORDABLE HOUSING PARTNERS Stabilized 98.96%GARDEN APARTMENTS OAKDALE CA 42 GARDEN RENOVATION 2012 2012 TAX CREDIT & USDA PAHEP Stabilized 100.00%HARRIET TUBMAN APTS BERKLEY CA 90MIDRISE(STUDIO AND 1 BR UNITS)ACQUISITIONREHABILITATION2005 2006 SECTION 8 THE RICHMAN GROUP Stabilized 95.60%JORDAN DOWNS - PHASE 1B LOS ANGELES, CA 135 MIDRISENEW CONSTRUCTION2018 2019 RAD, TAX CREDIT, PBV RIVERSIDE CAPITAL Under Construction 75.00%LILLY HILL APARTMENTS NEEDLES CA 52GARDENMULTIFAMILYREHABILITATION 2013 2014 TAX CREDIT & USDA PAHEP Stabilized 88.46% THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYClosing List Updated 2020.1.27 1 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYLINDSAY APARTMENTS LINDSAY CA 60TOWNHOUSES, WALKUPS, FLATS(1 ,2, AND 3 BR UNITS)ACQUISITION REHAB 2010 2011TAX CREDIT; USDA SUBSIDIESN/A Stabilized 100.00%LORENA APARTMENTS LOS ANGELES CA 112LOW-RISE(2 AND 3 BR UNITS)NEW CONSTRUCTOIN 2010 2011 TAX CREDIT BANK OF AMERICA Stabilized 100.00%LOS BANOS LOS BANOS CA 68GARDENMULTIFAMILYREHABILITATION 2012 2013 Tax Credit, USDA PAHEP Stabilized 100.00%MADERA APARTMENTS MADERA CA 68 2 STORY GARDENACQUISTION REHAB2011 2012 LIHTC & USDA RAPRESTIGE AFFORDABLE HOUSING PARTNERS Stabilized 98.53%MESA GRANDE NEEDLES CA 46 1 STORY HGARDEN ACQUISITION REHAB 2014 2014 LIHTC / USDA PAHEP Stabilized 95.65%OAKDALE APARTMENTS OAKDALE CA 42 2 STORY GARDEN Acquisition Rehab 2016 2016 LIHTC / USDA RIVERSIDE CAPITAL Stabilized 97.62%PARLIER GARDENS PARLIER CA 41 1 STORY HGARDEN Acquisitiion Rfehab 2016 2016 LIHTC / USDA RIVERSIDE CAPITAL Stabilized 100.00%Closing List Updated 2020.1.27 2 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYRED STAR OAKLAND CA 119 MID-RISE NEW CONSTRUCTION 2011 2012 LIHTC ROYAL BANK OF CANADA Stabilized 100.00%SAN ANDREAS SAN ANDREAS CA 48 2 STORY GARDENACQUISITION REHAB2011 2012 LIHTC & USDA RAPRESTIGE AFFORDABLE HOUSING PARTNERS Stabilized 97.92%TUOLUMNE APARTMENTS TUOLUMNE CA 52 1 & 2 STORY GARDEN REHABILITATION 2015 2015TAX CREDIT, HOMESECTION 8 TRANSAMERICA LIFE INSURANCE CO (AEGON) Stabilized 96.15%WRIGHT BROTHERS COURT PALMDALE CA 156LOW-RISE(2 AND 3 BR UNITS)NEW CONSTRUCTION 2012 2013 TAX CREDIT RAYMOND JAMES Stabilized 98.08%BOULDER TRIOBOULDER CO 2382 & 3 Story Garden Walk UpACQUISITION REHAB2016(Closed 12/2015)2017 TAX CREDITPRESTIGE AFFORDABLE HOUSING EQUITY PARTNERS Stabilized 95.38%BROOKSIDE - PHASE II RENTAL NEW HAVEN CT 101TOWNHOUSES, WALKUPS, FLATS (2 & 3 BR UNITS)NEW CONSTRUCTION 2011 2012 PUBLIC HOUSING, PBVPRESTIGE AFFORDABLE HOUSING PARTNERS Stabilized 96.04%BROOKSIDE - PHASE 1 RENTAL NEW HAVEN CT 101TOWNHOUSES, WALKUPS, FLATS(1,2,3 and 4BR UNITS)NEW CONSTRUCTION 2010 2012 PUBLIC HOUSING, PBV THE RICHMAN GROUP Stabilized 96.04%BROOKSIDE HO PHASE NEW HAVEN CT 20TOWNHOUSES (2 AND 3BR)NEW CONSTRUCTION 2010 2013PER APPRAISED VALUE, $175,000 PER UNITN/A Stabilized 95.00%Closing List Updated 2020.1.27 3 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BY11 CROWN STREET MERIDEN CT 81 MID RISE/TOWNHOUSE NEW CONSTRUCTION 2019 2020LIHTC/SECTION 8MARKET RENTSNEF Under Construction 65.00%ROCKVIEW - PHASE I NEW HAVEN CT 77TOWNHOUSES, WALKUPS, FLATS (2 & 3 BR UNITS)NEW CONSTRUCTION 2012 2013 PUBLIC HOUSING, PBVPRESTIGE AFFORDABLE HOUSING PARTNERSStabilized 96.10%ROCKVIEW - PHASE II NEW HAVEN CT 78 GARDEN STYLE NEW CONSTRUCTION 2019 2020 LIHTC, RAD, MARKET RATE NEF Under Construction 80.00%AINGER PLACE WASHINGTON DC 723 STORY ELEVATOR BUILDINGNEW CONSTRUCTION 2018 2020 LIHTC/PBV RIVERSIDE CAPITAL LLC Under Construction 60.00%SOUTH CAP WASHINGTON DC 196 MID RISENEWCONSTRUCTION2017 2019PUBLIC HOUSING, PTAX CREDITRIVERSIDE CAPITAL LLC Lease-Up 100.00%LINCOLN TOWERS WILMINGTON DE 88 MID-RISE NEW CONSTRUCTION 2011 2012TAX CREDITS/ PUBLIC HOUSING/SECTION 8TD NORTH BANK Stabilized 96.59%WALNUT STREET APARTMENTS(Jazz Court)WILMINGTON DE 44 LOW-RISE NEW CONSTRUCTION 2013 2014 TAX CREDIT BANK OF AMERICA Stabilized 95.45%WHATCOAT VILLAGEDOVER DE 783 Story Garden Walk Up (1, 2, 3 BR)ACQUISITION REHAB2016(Closed 8/2016)2018 TAX CREDIT, SECTION 8 RIVERSIDE CAPITAL Stabilized 100.00% BELMONT - PHASE IIITAMPA FL 266QUAD AND TOWNHOUSESNEW CONSTRUCTION2005 2006MARKET; TAX CREDIT; PUBLIC HOUSINGTHE RICHMAN GROUP Stabilized 94.36%Closing List Updated 2020.1.27 4 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYDRIFTWOOD APARTMENTS LAUDERHILL FL 176LOW-RISE(2, 3 AND 4 BR UNITS)ACQUISITION REHAB 2008 2008 TAX CREDIT; SECTION 8 THE RICHMAN GROUP Stabilized 95.45%JANIE'S GARDENS (PHASE 2: NEWTOWN REVITALIZATION)SARASOTA FL 68TOWNHOUSE FLATS(1,2,3 AND 4 BR UNITS)NEW CONSTRUCTION 2010 2011TAX CREDIT; PUBLIC HOUISNG; PBVTHE RICHMAN GROUP Stabilized 97.06%JANIE'S GARDENS (PHASE 1: NEWTOWN REVITALIZATION)SARASOTA FL 86TOWNHOUSE FLATS(1,2,3 AND 4 BR UNITS)NEW CONSTRUCTION 2008 2009MARKET ;TAX CREDIT; PUBLIC HOUSING NATIONAL EQUITY FUND (NEF) Stabilized 95.35%JANIE'S GARDENS (PHASE 3: NEWTOWN REVITALIZATION)SARASOTA FL 72GARDEN APARTMENTS(1,2,3 AND 4 BR UNITS)NEW CONSTRUCTION 2015 2016MARKET ;TAX CREDIT; PUBLIC HOUSING RAYMOND JAMES Stabilized 95.83%PIEDMONT ROAD ATLANTA GA 208SENIOR HIGHRISE(1 BR APTS)SUBSTANTIAL REHAB 2017 2018 LIHTC, RAD, SECTION 8RIVERSIDE CAPITAL(SUN TRUST BANK) Stabilized 97.60%KAMA KANA SENIOR KAILUA-KONA HI 85THREE STORY WALKUPS (5 BUILDINGS; 3 STORIES; 1 & 2 BEDROOMS)NEW CONSTRUCTION 2016 2017LIHTC; RHRF; DURF PBV SECTION 8RIVERSIDE CAPITAL (US Bank) Stabilized 100.00%KAMAKANA FAMILY PHASE 1 KAILUA-KONA HI 85THREE STORY WALKUPS (5 BUILDINGS; 3 STORIES; 1 & 2 BEDROOMS)NEW CONSTRUCTION 2016 2017LIHTC; RHRF; DURF PBV SECTION 8RIVERSIDE CAPITAL (US Bank) Stabilized 97.65%EAST KAPOLEI II - PHASE 1(Keahumoal Place Phase 1)EWA BEACH HI 752-STORY WALK-UP 1, 2 BEDROOMSNEWCONSTRUCTION2018 2019 LIHTC, RHRF, DURFRIVERSIDE CAPITAL (US Bank)Lease-Up 73.33%EAST KAPOLEI II - PHASE 2(Keahumoal Place Phase 2)EWA BEACH HI 822-STORY WALK-UP 1, 2, 3 BEDROOMSNEW CONSTRUCTION2018 2019 LIHTC; RHRFRIVERSIDE CAPITAL (First Hawaiian Bank)Lease-Up 30.49%Closing List Updated 2020.1.27 5 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYEAST KAPOLEI II - PHASE 3(Keahumoal Place Phase 3)EWA BEACH HI 822-STORY WALK-UP 1, 2, 3 BEDROOMSNEW CONSTRUCTION2018 2019 LIHTC; RHRFRIVERSIDE CAPITAL (First Hawaiian Bank) Under Construction 80.00%EAST KAPOLEI II - PHASE 4(KEAHUMOA PLACE PHASE 4)EWA BEACH HI 812 STORY WALK UPS(1, 2 AND 3 Br. Units)NEW CONSTRUCTION 2019 2020 LIHTC; RHRFRIVERSIDE CAPITAL (First Hawaiian Bank) Under Construction 40.00%THE TOWERS AT KUHIO PARK HONOLULU HI 555 HIGH RISE ACQUISITION REHAB 2011 2012TAX CREDITS/ PUBLIC HOUSING/SECTION 8PRESTIGE AFFORDABLE HOUSING PARTNERS Stabilized 96.94%4400 GROVE Chicago IL 84 MIXED USE MID RISE NEW CONSTRUCTION 2019 20219% TAX CREDITSPUBLIC HOUSINGUS BANK Under Construction 25.00%CARLING HOTEL CHICAGO IL 804-STORY ELEVATORSingle Room OcupancyACQUITIONREHAB2016 2017LIHTC, HISTORIC TAX CREDITS, PBVsRIVERSIDE CAPITAL Stabilized 93.83%CITY GARDENS CHICAGO IL 76LOW-RISE(1,2,3 AND 4 BR UNITS)NEW CONSTRUCTION 2015 2017MARKET, TAX CREDIT, PUBLIC HOUSINGTHE RICHMAN GROUP Stabilized 90.79%Closing List Updated 2020.1.27 6 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYDIVISION AND CLYBOURN (CLYBOURN 1200)CHICAGO IL 84MID-RISE (Studio, 1BR AND 2BR) NEW CONSTRUCTION 2015 2017MARKET, TAX CREDIT, PUBLIC HOUSINGTHE RICHMAN GROUP Stabilized 97.62%HENRY HORNER - WESTHAVEN IIB CHICAGO IL 127LOW-RISE(1,2,3, 4 BR UNITS)NEW CONSTRUCTION 2006 2008MARKET; TAX CREDIT; PUBLIC HOUSINGAFFORDABLE HOUSING EQUITY PARTNERS Stabilized 100.00%HENRY HORNER - WESTHAVEN PARK IIC CHICAGO IL 92LOW-RISE(1,2,3 AND 4 BR UNITS)NEW CONSTRUCTION 2008 2010MARKET, TAX CREDIT, PUBLIC HOUSINGPRESTIGE AFFORDABLE HOUSING PARTNERS Stabilized 100.00%LEGENDS SOUTH C-3 CHICAGO IL 71LOW RISE (1, 2,3 AND 4 BR UNITS) & ONE MIDRISE (4 STORIES, 15 UNITS)NEW CONSTRUCTION 2014 2015MARKET, TAX CREDIT, PUBLIC HOUSINGPRESTIGE AFFORDABLE HOUSING EQUITY PARTNERS Stabilized 98.59%MARSHALL HOTEL CHICAGO IL 904-STORY ELEVATORSingle Room OcupancyACQUITIONREHAB2017 2018LIHTC, HISTORIC TAX CREDITS, PBVsRIVERSIDE CAPITAL Stabilized 86.67%PARK DOUGLAS CHICAGO IL 137LOW RISE (1, 2,3 AND 4 BR UNITS)NEW CONSTRUCTION 2010 2011TAX CREDIT, MARKET AND PUBLIC HOUSINGRICHMAN GROUP Stabilized 99.27%ROBERT TAYLOR - COLEMAN PLACE CHICAGO IL 118LOW-RISE(1,2,3 AND 4 BR UNITS)NEW CONSTRUCTION 2007 2009MARKET, TAX CREDIT, PUBLIC HOUSINGTHE RICHMAN GROUP Stabilized 97.46%ROBERT TAYLOR - HANSBERRY SQUARE CHICAGO IL 181LOW-RISE(1,2,3, AND 4 BR UNITS)NEW CONSTRUCTION 2006 2007MARKET; TAX CREDIT; PUBLIC HOUSINGTHE RICHMAN GROUP Stabilized 96.13%Closing List Updated 2020.1.27 7 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYROBERT TAYLOR - SAVOY SQUARE CHICAGO IL 138LOW RISE (1, 2,3 AND 4 BR UNITS)NEW CONSTRUCTION 2009 2010MARKET, TAX CREDIT, PUBLIC HOUSINGPRESTIGE AFFORDABLE HOUSING PARTNERSStabilized 94.20%TOWN AND COUNTRY GRANITE CITY IL 121TOWNHOUSES (2 AND 3BR) & 3-Story BldgACQUISTION REHAB 2010 2011 TAX CREDIT/SECTION 8PRESTIGE AFFORDABLE HOUSING PARTNERSStabilized 100.00%VILLAGES OF WESTHAVEN CHICAGO IL 200LOW-RISE(1,2,3 AND 4, BR) REHAB 2016 2018 OUSING, LIHTC, MARKET(RAD CoRIVERSIDE CAPITAL Stabilized 96.00%WESTHAVEN PARK CITY FLATS CHICAGO IL 60THREE STORY WALKUPSNEW CONSTRUCTION 2005 2007MARKET RATE AND AFFORDABLE CONDOMINIUM UNITSNA Stabilized 91.67%WESTWIND TOWERS ELGIN IL 150 MIDRISE REHAB 2010 2011RENTAL ASSISTANCE PAYMENTSN/A Stabilized 100.00%WINDRIDGE APARTMENTS WICHITA KS 136LOW-RISE(1,2,3, AND 4 BR UNITS)ACQUISITION REHAB 2007 2008TAX CREDIT;SECTION 8CENTERLINE Stabilized 90.44%Closing List Updated 2020.1.27 8 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYCYPRESS LANDING SHREVEPORT LA 124 LOW RISE REHAB 2012 2013 TAX CREDIT/SECTION 8PRESTIGE AFFORDABLE HOUSING PARTNERS Stabilized 91.13%DESIRE HOPE VI - POST-KATRINA - NEW SAVOY PHASE 2 NEW ORLEANS LA 160LOW-RISE(1,2,3,4, 5 BR UNITS)NEW CONSTRUCTION - SEMI-DETACHED DUPLEXES AND DETACHED HOMES2009 2010TAX CREDIT PUBLIC HOUSINGSECTION 8 PNC BANK Stabilized 100.00%DESIRE HOPE VI (REBUILDING)(ABUNDANCE)NEW ORLEANS LA 73LOW-RISE(1,2,3, 4, 5 BR UNITS)NEW CONSTRUCTION(SINGLE FAMILY AND DUPLEXES 2006 2007TAX CREDIT; PUBLIC HOUSINGSECTION 8NA Stabilized 100.00%DESIRE HOPE VI (REBUILDING)(SAVOY I) NEW ORLEANS LA 158LOW-RISE(1,2,3 AND 4 BR UNITS)NEW CONSTRUCTION(SINGLE FAMILY AND DUPLEXES 2008 2009TAX CREDIT PUBLIC HOUSINGSECTION 8 PNC BANK Stabilized 100.00%DESIRE HOPE VI (REBUILDING)(TREASURE) NEW ORLEANS LA 34LOW-RISE(1,2,3,4 BR UNITS)NEW CONSTRUCTION(SINGLE FAMILY AND DUPLEXES 2006 2007TAX CREDIT PUBLIC HOUSINGSECTION 8 NA Stabilized 100.00%GULFWAY APARTMENTS NEW ORLEANS LA 206LOW-RISE(1,2,3, AND 4 BR UNITS)ACQUISITION REHAB 2007 2008TAX CREDIT;SECTION 8PNC BANK Stabilized 100.00%Closing List Updated 2020.1.27 9 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYRENAISSANCE AT ALLENDALE SHREVEPORT LA 40LOW RISE (2 AND 3 BR UNITS) NEW CONSTRUCTION 2014 2015 TAX CREDIT, PUBLIC HOUSINGPRESTIGE AFFORDABLE HOUSING EQUITY PARTNERS Stabilized 100.00%KEYS POINTE PHASE 1BBALTIMROE MD 68 TOWNHOUSES, FLATSNEW CONSTRUCTION2016 2018 LIHTC, SECTION 8 RIVERSIDE Stabilized 95.59%O'DONNELL TH 1 BALTIMORE MD 75TOWNHOUSE, LOW RISE (1,2,3 AND 4 BR UNITS)NEW CONSTRUCTION 2012 2014 TAX CREDITPRESTIGE AFFORDABLE HOUSING EQUITY PARTNERS Stabilized 93.33%PLEASANT VIEW GARDENS SENIOR BALTIMORE MD 110 APARTMENTS ACQUISITION REHAB 2016 2017 TAX CREDIT, SECTION 8 RIVERSIDE CAPITAL Stabilized 98.18%PLEASANT VIEW GARDENS TOWNHOMES BALTIMORE MD 201 TOWNHOUSES ACQUISITION REHAB 2016 2017 TAX CREDIT, RAD SECTION 8 RIVERSIDE CAPITAL Stabilized 98.51%ROSEMONT TOWER BALTIMORE MD 203HIGH RISESENIOR HOUSINGACQUISITIONREHABILITATION2019 2021 TAX CREDIT/RAD SECTION 8 RIVERSIDE CAPITAL, LLC Under Construction 25.00%BEACON PARK KANSAS CITY MO 45TOWNHOUSE/FLATS(2 AND 3 BR UNITS)NEW CONSTRUCTION 2009 2011 TAX CREDIT Royal Bank of Canada Stabilized 97.78%NORTH PARK PLACE KANSAS CITY MO 56LOW-RISE(3 BR UNITS)ACQUISITION REHAB 2006 2008 TAX CREDIT PUBLIC HOUSING THE RICHMAN GROUP Stabilized 100.00%Closing List Updated 2020.1.27 10 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYCAROUSEL PLACE (PHASE II: MERIDIAN HOPE VI)MERIDIAN MS 130DUPLEXES(2 AND 3 BR UNITS)NEW CONSTRUCTION 2007 2008 TAX CREDIT; PUBLIC HOUSING THE RICHMAN GROUP Stabilized 98.46%FRANK BERRY COURTS MERIDIAN MS 113ROW(1,2,3 BR UNITS)ACQUISITION REHAB 2010 2011 PUBLIC HOUSINGNATIONAL EQUITY FUND (NEF)Stabilized 100.00%JT DAVIS (PHASE 1: MERIDIAN HOPE VI) MERIDIAN MS 72DUPLEXES(1,2,3 BR UNITS) NEW CONSTRUCTION 2006 2007 TAX CREDIT; PUBLIC HOUSING THE RICHMAN GROUP Stabilized 97.22%MCINTOSH HOMES LEAKESVILLE MS 50GARDEN(1 & 2 BR - ELDERLY)NEW CONSTRUCTION 2012 2013 SECTION 8, PUBLIC HOUSING RBC Stabilized 96.00%NATHANIEL COURT(PREVIOUSLY KNOWN AS: BARLEY COURT - PHASES I AND II)TUPELO MS 100GARDEN APARTMENTS(1,2,3 AND 4 BR UNITS)ACQUISITION REHAB2016(12/30/15 Closing)2017 TAX CREDIT, SECTION 8 RIVERSIDE CAPITAL Stabilized 96.00% CENTERVILLE SOUTHROOSEVELT MANOR (PHASES 9/10)CAMDEN NJ 89DETACHED, SEMI-DETACHED, TH AND WALKUPS(2,3,4 BR UNITS)NEW CONSTRUCTION 2009 2010TAX CREDIT; SPECIAL NEEDS HOUSINGPRESTIGE AFFORDABLE HOUSING PARTNERSStabilized 100.00%ASBURY PARK (THE RENAISSANCE) ASBURY PARK NJ 64 1 MIDRISE BLDG AND4 TOWNHOUSE BLDGS. NEW CONSTRUCTION 2017 2018 LIHTC/FRM/HOME RIVERSIDE CAPITAL Stabilized 95.31%ATLANTIC MARINA ATLANTIC CITY NJ 295LOW-RISE(1,2,3 BR UNITS)ACQUISITION REHAB 2009 2010 TAX CREDIT; SECTION 8PRESTIGE AFFORDABLE HOUSING PARTNERS Stabilized 94.58%Closing List Updated 2020.1.27 11 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYBARBARA PLACE (PHASE V-LAFAYETTE GARDENS)JERSEY CITY NJ 63LOW-RISE(1,2,3, AND 4 BR UNITS)NEW CONSTRUCTION 2008 2008MARKET ;TAX CREDIT; PUBLIC HOUSINGAFFORDABLE HOUSING EQUITY PARTNERS Stabilized 98.51%BAXTER PARK SOUTH NEWARK NJ 90LOW-RISE (1,2,3 AND 4 BDR UNITS)NEW CONSTRUCTION 2011 2012TAX CREDIT PUBLIC HOUSING SECTION 8PRESTIGE AFFORDABLE HOUSING PARTNERS Stabilized 95.56%BRANCH VILLAGE MIDRISE CAMDEN NJ 50 3 STORY MIDRISE NEW CONSTRUCTION 2016 2018SECTION 8 RAD /PBVTD BANK Stabilized 100.00%BRANCH VILLAGE TOWNHOMES CAMDEN NJ 72 TOWNHOMES NEW CONSTRUCTION 2018 2019 TAX CREDITS/ RAD Riverside Capital LLC Lease-Up 83.33%BRANCH VILLAGE TOWNHOMES II (cni Phase III)CAMDEN NJ 75 TOWNHOMES NEW CONSTRUCTION 2019 2020 TAX CREDIT, RAD RIVERSIDE CAPITAL, LLC Under Construction 70.00%BRANCH VILLAGE LOW RISE(CNI - PHASE IV)CAMDEN NJ 58 E(SENIOR AND SPECIAL NNEW CONSTRUCTION 2019 2021 TAX CREDIT/RAD SECTION 8 RIVERSIDE CAPITAL, LLC Under Construction 40.00%Closing List Updated 2020.1.27 12 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYBRIGANTINE ATLANTIC CITY NJ 160LOW-RISE (1,2,3 AND 4 BDR UNITS)ACQUISITION REHAB 2014 2014 TAX CREDIT; SECTION 8PRESTIGE AFFORDABLE HOUSING PARTNERS Stabilized 96.88%CARL MILLER APARTMENTS CAMDEN NJ 86LOW-RISE(1,2,3 AND 4 BR UNITS)NEW CONSTRUCTION 2006 2008 TAX CREDIT; PUBLIC HOUSINGNATIONAL EQUITY FUND (NEF) Stabilized 95.35%CATHERINE TODD SENIORMONTGOMERY GARDENS PHASE IJERSEY CITY NJ 58HIGH RISE(1 AND 2 BR UNITS) REHAB 2014 2017TAX CREDITSECTION 8PRESTIGE AFFORDABLE HOUSING PARTNERS Stabilized 95.52%COOPER PLAZA HOMES CAMDEN NJ 64TOWNHOMES(2 and 3 Bedrooms)ACQUISITION REHAB 2019 2019TAX CREDIT SECTION 8RIVERSIDE CAPITAL Lease-Up 62.50%CRAMER HILL CAMDEN NJ 78LOW-RISE(1,2,3,4 AND 5 BR UNITS)NEW CONSTRUCTION 2007 2008 TAX CREDIT; SECTION 8 CENTERLINE Stabilized 100.00%EGG HARBOR TOWNSHIP FAMILYEGG HARBOR TOWNSHIPNJ 763-STORY LOW-RISE, 1, 2, & 3 BR UNITSNEW CONSTRUCTION2016(12/29/15 Closing)2017 TAX CREDIT RIVERSIDE CAPITAL Stabilized 96.05%Closing List Updated 2020.1.27 13 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYGLENNVIEW TOWNHOUSES - Phase II(PHASE VII-LAFAYETTE GARDENS)JERSEY CITY NJ 64TOWNHOUSES, WALKUPS, FLATS (1, 2, 3, AND 4 BR UNITS)NEW CONSTRUCTION 2016 2017 PUBLIC HOUSING; TAX CREDIT PRESTIGE AFFORDABLE HOUSING EQUITY PARTNERSStabilized 95.24%GLENNVIEW TOWNHOUSES(PHASE VI-LAFAYETTE GARDENS)JERSEY CITY NJ 63TOWNHOUSES, WALKUPS, FLATS(1 ,2, AND 3 BR UNITS)NEW CONSTRUCTION 2010 2011PUBLIC HOUSING; TAX CREDIT; TCAPPRESTIGE AFFORDABLE HOUSING PARTNERS Stabilized 98.44%LIVING SPRINGS SENIOR HOUSING DELANCO NJ 100MIDRISE(1 AND 2 BR UNITS)NEW CONSTRUCTION 2010 2011 TAX CREDITPRESTIGE AFFORDABLE HOUSING PARTNERSStabilized 97.00%MC GUIRE GARDENS PRESERVATION CAMDEN NJ 252 TOWNHOUSESACQUISITION REHBILITATION2019 2020 RAD SECTION 8BERKADIA AFFORDABLE HOUSINGUnder Construction 70.00%MONTGOMERY GARDENS FAMILY PHASE I JERSEY CITY NJ 126LOW-RISE (1,2,3,4 BR UNITS)NEW CONSTRUCTION 2016 2019PUBLIC HOUSING; SECTION 8; TAX CREDIT; MARKETRIVERSIDE CAPITAL Lease-Up 95.24%MORGAN VILLAGE CAMDEN NJ 40TOWNHOUSE & FLATS (1,2,3,4 BR UNITS)NEW CONSTRUCTION 2011 2012TAX CREDIT, PUBLIC HOUSING, NSP2PRESTIGE AFFORDABLE HOUSING EQUITY PARTNERS Stabilized 100.00%NEW HORIZONS NEWARK NJ 89 MID RISENEW CONSTRUCTION2017 2019TAX CREDITS/ PUBLIC HOUSING/SECTION 8RIVERSIDE CAPITAL Lease-Up 78.65%Closing List Updated 2020.1.27 14 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYOCEAN TOWERSJERSEY CITY NJ 100 HIGH RISEACQUISITION REHABILITATION2016 2017 RAD, TAX CREDITRIVERSIDE CAPITALTD BANK Stabilized 95.00%OCEANPOINTE (PHASE IV- LAFAYETTE GARDENS)JERSEY CITY NJ 59MIDRISE(1 AND 2 BR UNITS)NEW CONSTRUCTION 2009 2009MARKET ;TAX CREDIT; PUBLIC HOUSINGPRESTIGE AFFORDABLE HOUSING PARTNERS Stabilized 100.00%SOMERSET BROWNSTONES NEWARK NJ 60MIDRISE(2 AND 3 BR Units)NEW CONSTRUCTION 2019 2020 LIHTC-SECTION 8RIVERSIDE CAPITAL Sterling Bank Under Construction 80.00%SPRUCE STREET SENIOR RESIDENCE NEWARK NJ 57 MID-RISE NEW CONSTRUCTION 2014 2015 LIHTC-SECTION 8PRESTIGE AFFORDABLE HOUSING PARTNERS Stabilized 100.00%TOM'S RIVER FAMILY APARTMENTS TOM'S RIVER NJ 49 STACKED FLATS NEW CONSTRUCTION 2017 2018 LIHTC, CDBG FRM RIVERSIDE CAPITALFulton Bank Stabilized 95.92%TOWNHOUSE TERRACE EAST I ATLANTIC CITY NJ 82LOW-RISE(1,2,3 BR UNITS)ACQUISITION REHAB 2009 2010 TAX CREDIT; SECTION 8PRESTIGE AFFORDABLE HOUSING PARTNERS Stabilized 97.56%Closing List Updated 2020.1.27 15 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYVINELAND GARDENS VINELAND NJ 76GARDEN(1,2,3 BR UNITS)ACQUISITION REHAB 2007 2008 TAX CREDIT; SECTION 8 TD NORTH BANK Stabilized 96.05%WALNUT MANOR APTS VINELAND NJ 100GARDEN(1,2,3 BR UNITS)ACQUISITION REHAB 2005 2006 SECTION 8AFFORDABLE HOUSING EQUITY PARTNERS Stabilized 96.00%WOODWARD HOMES (PHASE III-LAFAYETTE GARDENS)JERSEY CITY NJ 70LOW-RISE2,3,4 BR UNITSNEW CONSTRUCTION 2006 2007MARKET ;TAX CREDIT; PUBLIC HOUSINGWACHOVIA AFFORDABLE HOUSING CDC Stabilized 100.00%MAIN STREET HOUSES PRESERVATION SOUTH FALLSBURG NY 62-STORY 1, 2, & 3 BR UNIT ACQUISITION REHAB 2018 2019 TAX CREDIT, RAD PBRA, PBV RIVERSIDE CAPITAL Stabilized 100.00%SKYLINE GARDENS APARTMENTS ALBANY NY 189LOW-RISE 1, 2, 3 BR UNITSACQUISITION REHAB2017 2018 TAX CREDIT; RAD SECTION 8RIVERSIDE CAPITAL KEY BANK Stabilized 95.21%GERMANTOWN VILLAGE DAYTON OH 603 STORIES, FLATS AND TOWNHOMES, FAMILY HOUSINGNEW CONSTRUCTION 2012 2013 TAX CREDITPRESTIGE AFFORDABLE HOUSING EQUITY PARTNERSStabilized 93.33%CECIL B MOORE PHASES I & II PHILADELPHIA PA 151LOW RISEHOMEOWNERSHIPNEW CONSTRUCTION 2006 2009 AFFORDABLE SALES NA Stabilized 100.00%BENTLEYVILLE APARTMENTS BENTLEYVILLE PA 102 TOWNHOUSE REHAB 2019 2020 TAX CREDIT/SECTION 8 RIVERSIDE CAPITAL Under Construction 15.00%COURTYARD AT RIVERVIEW PHILADELPHIA PA 470HIGH RISE and TOWNHOUSESACQUISITION REHAB 2016 2018 TAX CREDIT/RAD SECTION 8 RIVERSIDE CAPITAL Stabilized 98.94%Closing List Updated 2020.1.27 16 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYSHARSWOOD II PHILADELPHIA PA 60TOWNHOUSE(1,2,3 BR UNITS)NEW CONSTRUCTION 2006 2007 TAX CREDITAFFORDABLE HOUSING EQUITY PARTNERSStabilized 100.00%SPRING GARDEN COMMUNITY REVITALIZATIONPHILADELPHIA PA 58LOW-RISE(1,2,3 AND 4 BR UNITS)HISTORIC ACQUISITION REHAB / New Construction2008 2010 TAX CREDITPRESTIGE AFFORDABLE HOUSING PARTNERS Stabilized 91.38%REDDICK STREET APARTMENTS (FAMILY)FRANKLIN TN 65DUPLEXES, TOWNS, SINGLESNEW CONSTRUCTION2015 2016 RAD, TAX CREDIT PAHEP Stabilized 100.00%REDDICK STREET SENIOR APARTMENTS FRANKLIN TN 49MID RISE ( 3 STORIES 1, AND 2 BR UNITS)NEW CONSTRUCTION 2012 2013 TAX CREDITPRESTIGE AFFORDABLE HOUSING EQUITY PARTNERS Stabilized 100.00%MISSION TRAIL AT EL CAMINO REAL SAN MARCOS TX 352LOW-RISE(1,2,3, AND 4 BR UNITS)NEW CONSTRUCTION 2019 2020 TAX CREDIT, MARKETRIVERSIDE CAPITAL (US Bank) Under Construction 45.00%SUGAR ESTATES ST.THOMAS VI 80MID RISE (2 BLDGS ;1 AND 2 BR UNITSNEW CONSTRUCTION 2014 2016 TAX CREDIT, SECTION 8PRESTIGE AFFORDABLE HOUSING EQUITY PARTNERS Stabilized 97.50%Michaels Development Company13,048Closing List Updated 2020.1.27 17 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYTHE EDGE (UNIVERSITY OF SOUTH ALABAMA)MOBILE AL 156STUDENT HOUSING (560 BEDS) NEW CONSTRUCTION 2012 Fall 2013 STUDENT HOUSING INDIVIDUALLY LEASED BY THE BEDN/A Stabilized 96.15%THE VUE (UNIVERSITY OF ARKANSAS) FAYETTEVILLE AR 180STUDENT HOUSING (656 BEDS) NEW CONSTRUCTION 2012 Fall 2013 STUDENT HOUSING INDIVIDUALLY LEASED BY THE BEDN/A Stabilized 93.33%THE NEXT (UNIVERSITY OF WEST FLORIDA)PENSACOLA FL 165STUDENT HOUSING (546BEDS) NEW CONSTRUCTION 2015 2016 STUDENT HOUSING INDIVIDUALLY LEASED BY THE BEDN/A Stabilized 94.55%RIVER EDGE (BOISE STATE UNIVERSITY) BOISE ID 175STUDENT HOUSING (622 BEDS) NEW CONSTRUCTION 2014 Fall 2015 STUDENT HOUSING INDIVIDUALLY LEASED BY THE BEDN/A Stabilized 94.86%1047 COMMONWEALTH AVE. (BOSTON UNIVERSITY)BOSTON MA 180 MICRO UNITS NEW CONSTRUCTION 2014 Fall, 2016 MICRO UNITS N/A Stabilized 96.11%AXIOM CAMBRIDGE MA 115 LUXURY APARTMENTS NEW CONSTRUCTION 2013 Winter, 2015LUXURY APARTMENTS LEASED BY THE UNITN/A Stabilized 94.78%700 WASHINGTON (UNIVERSITY OF MINNESOTA)MINNEAPOLIS MN 98STUDENT HOUSING (266 BEDS) NEW CONSTRUCTION 2013 Fall, 2013 STUDENT HOUSING INDIVIDUALLY LEASED BY THE BEDN/A Stabilized 96.94%Closing List Updated 2020.1.27 18 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYTHE RADIUS (UNIVERSITY OF MINNESOTA) MINNEAPOLIS MN 200STUDENT HOUSING (622 BEDS) NEW CONSTRUCTION 2014 Fall 2015 STUDENT HOUSING INDIVIDUALLY LEASED BY THE BEDN/A Stabilized 96.00%WA HU (UNIVERSITY OF MINNESOTA MINNEAPOLIS MN 313STUDENT HOUSING (826 BEDS) NEW CONSTRUCTION 2013 Fall, 2015 STUDENT HOUSING INDIVIDUALLY LEASED BY THE BEDN/A Stabilized 92.97%330 COOPER (RUTGERS UNIVERSITY - CAMDEN)CAMDEN NJ 102GRADUATE STUDENT HOUSINGNEW CONSTRUCTION 2011 2012 STUDENT HOUSING N/A Stabilized 94.12%HOLLY POINTE COMMONS (ROWAN UNIVERSITY - GLASSBORO)GLASSBORO NJ 743FRESHMAN STUDENT HOUSING(1,415 BEDS)NEW CONSTRUCTION 2015 2016 STUDENT HOUSING N/A Stabilized 93.94%THE LODGE ( ROCHESTER INSTITUE OF TECHNOLOGY)ROCHESTER NY 215STUDENT HOUSING (TOWNHOUSES & COTTAGES - 687 BEDS)NEW CONSTRUCTION 2016 2017 STUDENT HOUSING INDIVIDUALLY LEASED BY THE BEDN/A Stabilized 93.49%TWENTY91 NORTH (UNIVERSITY OF BUFFALO)BUFFALO NY 192STUDENT HOUSING (640 BEDS) NEW CONSTRUCTION 2015 2016 STUDENT HOUSING INDIVIDUALLY LEASED BY THE BEDN/A Stabilized 94.27%Closing List Updated 2020.1.27 19 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BYCRENSHAW GRAND APTS PASADENA TX 264WORKFORCE APARTMENTS (3 STORY WALK-UP)NEW CONSTRUCTION 2014 2016WORKFORCE APARTMENTS LEASED BY THE UNITN/A Stabilized 95.45%THE VIEW (BAYLOR UNIVERISTY) WACO TX 257STUDENT HOUSING (718 BEDS) NEW CONSTRUCTION 2013 Fall, 2014 STUDENT HOUSING INDIVIDUALLY LEASED BY THE BEDN/A Stabilized 95.72%VOLAR APARTMENTS SAN ANTONIO TX 252WORKFORCE APARTMENTS (3 STORY WALK-UP)NEW CONSTRUCTION 2014 2016WORKFORCE APARTMENTS LEASED BY THE UNITN/A Stabilized 95.24%11 Cooper CAMDEN NJ 156 Market Rate NEW CONSTRUCTION 2018 2020LUXURY APARTMENTS LEASED BY THE UNITN/A Under Construction 80.00%REVEL MINNEAPOLIS MN 125 LUXURY APARTMENTS NEW CONSTRUCTION 2016 2017LUXURY APARTMENTS LEASED BY THE UNITN/A Stabilized 94.40%THE 505 ON WALNUT SYRACUSE NY 126STUDENT HOUSING (363 BEDS) NEW CONSTRUCTION 2017 Fall, 2018 STUDENT HOUSING INDIVIDUALLY LEASED BY THE BEDN/A Stabilized 87.20%UC DAVIS - WEST VILLAGE DAVIS CA 1,176STUDENT HOUSING (3,314 BEDS) NEW CONSTRUCTION 2018 Fall 2021 STUDENT HOUSING N/A Under Construction 40.00%APEX (ROCHESTER INSTITUTE OF TECHNOLOGY)ROCHESTER NY 305STUDENT HOUSING (938 BEDS) NEW CONSTRUCTION 2019 Fall 2021 STUDENT HOUSING N/A Under Construction 30.00%KEAN UNIVERSITY - FRESHMAN RESIDENCE HALLUNION NJ 104FRESHMAN STUDENT HOUSING(385 BEDS)NEW CONSTRUCTION 2016 2018 STUDENT HOUSING N/A Stabilized 86.54%Closing List Updated 2020.1.27 20 NAME OF COMMUNITY CITY STATE UNITSDESIGN ANDUNIT TYPENATURE OF PROJECTYEAR CONSTRUCTION BEGUNCOMPLETION DATE Affordability Programs TAX CREDIT SYNDICATOR Project StatusOccupancy / Completion % THE MICHAELS ORGANIZATION2005 THRU 2019 PROPERTIES DEVELOPED BY Student Housing 5,599FORT HUACHUCA YUMA PROVING GROUNDSIERRA VISTA & YUMA PROVING GROUNDAZ 1,266FAMILY HOUSING (200 STUDENTS)NEW CONSTRUCTION, RENOVATION2009 2012 MILITARY HOUSING N/A Stabilized 94.79%FORT LEAVENWORTHFORT LEAVENWORTHKS 1,680FAMILY HOUSING (800 STUDENTS)NEW CONSTRUCTION , RENOVATION2006 2014 MILITARY HOUSING N/A Stabilized 94.11%Military Housing2,946Total: Development, Student Housing and Military Housing21,593Closing List Updated 2020.1.27 21 SAN MARCOS, TX Ω OVERVIEW Mission Trail at El Camino Real is a brand new mixed-income community, developed by The Michaels Organization in partnership with San Marcos officials to serve the city’s rapidly growing workforce. The community is comprised of 15 garden- style buildings across 30 acres, offering a total of 352 rental apartment homes. Layouts for the spacious and energy-efficient apartments will range from one- to four bedrooms, and community amenities will include a large Clubhouse with pool, fitness center and business center. The community’s substantial green space will include gathering places, walking paths, and two playgrounds. The majority of apartments are reserved for households earning 60 percent or less of the area median income, while 10 percent of the units are reserved for individuals and families earning less than 140 percent of the area median income. The community also offers 35 apartments without any income restrictions. FINANCING Financing for the $61 million project includes $15.5 million in equity raised through the sale of tax credits, as well as $43 million in tax-exempt bonds. Capital Area Housing Finance Corporation acted as the Bond Issuer and the Texas Department of Housing and Community Affairs acted as the Tax Credit Agency. U.S. Bank is provided the construction loan and is also the LIHTC investor. Berkadia is provided permanent financing through Freddie Mac. Mission Trail at El Camino Real PROJECT FACTS: Location: San Marcos, TX Square Feet: 415,290 Development Cost: $61 million Units: 352 Architecture Firm: Kelly Grossman Architects PROJECT SHEET PROJECT SHEET DEVELOPMENT | MANAGEMENT | CONSTRUCTION | FINANCE PO Box 90708, Camden, NJ 08101 856 596 0500 | www.TMO.com Chaparral Apartments MIDLAND, TX OVERVIEW: Located on nearly 5.9 acres in Midland, Texas, Chaparral Apartments is a garden-style community comprised of 14 two-story buildings with a total of 124 rental units originally constructed in 1972. The development features on-site management, a community room that includes a computer lab, laundry facilities and a playground. The development consists of 48 one-bedroom apartments, 52 two-bedroom apartments and 24 three- bedroom apartments. The apartments are restricted to households earning 60% or less of AMI and are subject of a Section 8 Housing Assistance Payments Contract, meaning residents pay 30% of their adjusted income towards housing costs. Prior to Michaels’ involvement, the development was significantly renovated in 1988. In 1993, The Michaels Organization become involved as the General Partner. FINANCING: In 2003, the property was put through the HUD Mark-to- Market Program, whereby HUD reduced the rental income and restructured the debt to reduce future obligations under rental assistance contracts. As a result, the original HUD- insured note was paid and restructured into three mortgage notes and the property underwent physical upgrades to extend the useful life of the development. The financing sources for the renovation were as follows: •$1.1M in private equity generated from a 9% LIHTC award from the Texas Department of Housing and Community Affairs •$268K in loan proceeds from a HUD 221(d)(4) insured mortgage •$2.8M in loan proceeds from a HUD Mortgage Restructuring Note •$351K in loan proceeds from a HUD Contingent Repayment Mortgage PROJECT FACTS: Location: Midland, TX Units: 124 PROJECT SHEET DEVELOPMENT | MANAGEMENT | CONSTRUCTION | FINANCE PO Box 90708, Camden, NJ 08101 856 596 0500 | www.TMO.com Hill Country Place SAN ANTONIO, TX OVERVIEW: Hill Country Place is an off-campus student-living community at the University of Texas- San Antonio. Consisting of 228 apartments ranging from one- to four- bedspaces in each unit, Hill Country Place specializes in providing students with the ideal living-learning environment while they attend college. Hill Country Place units are fully-furnished and are leased by the bedspace, meaning that students have complete flexibility when deciding their optimal living environment. FEATURES: Amenities at Hill Country Place include: •Community clubhouse •Pool •Spa/Hot tub •Fitness Center •Computer lab •Tanning beds •Covered parking •Pet park •Outdoor grilling station •Fire pit patio area •Campus Shuttle Service PROJECT FACTS: Location: San Antonio, TX Units: 228 Development Cost: $40 Million Architecture Firm: Aedificium, LLC PROJECT SHEET DEVELOPMENT | MANAGEMENT | CONSTRUCTION | FINANCE PO Box 90708, Camden, NJ 08101 856 596 0500 | www.TMO.com Clybourn 1200 CHICAGO, IL OVERVIEW: Clybourn 1200 is a $42.1 million seven-story mixed-use, mixed-income community located in the heart of the Cabrini-Green revitalization area on the city’s north side. Developed by The Michaels Organization in partnership with Brinshore Development, this community serves market-rate tenants, public housing residents, and families with incomes below 80 percent of the Area’s Median Income. Featuring studios, one-, and two-bedroom units in a neighborhood with sky rocketing rents, Clybourn 1200 offers a much-needed affordable housing option to residents. Clybourn 1200 is uniquely situated next to ample shopping, employment opportunities, and public transportation.r. FEATURES: In addition to the 84 residential units, community amenities include a beautifully landscaped deck with outdoor seating and a fireplace, a rooftop community garden run in partnership with local organization City Farm, and a sky-high working apiary, home to multiple honey bee hives. The ground level boasts 16,000 square feet of retail space occupied by local businesses, including a daycare, a mattress store, and a Chase Bank branch. The development includes solar panels and offers Energy Star appliances that save water and electricity. Clybourn 1200 is Green Globes certified, and its features include radiant floor heat and solar-powered hot water. PROJECT FACTS: Location: Chicago, IL Units: 84 Square Feet: 157,006 Development Cost: $42.1 Million Architecture Firm: PappaGeorge Haymes Partners PROJECT SHEET DEVELOPMENT | MANAGEMENT | CONSTRUCTION | FINANCE PO Box 90708, Camden, NJ 08101 856 596 0500 | www.TMO.com 11 Cooper CAMDEN, NJ OVERVIEW: The Camden Waterfront Residential Development, 11 Cooper, consists of 156 rental apartments developed by Michaels and constructed by Torcon, Inc, within a four and five story building on the block bounded by Cooper Street, Delaware Avenue, Penn Street, and Riverside Drive in the City of Camden, Camden County, NJ. •156 rental apartments: •125 market rate •31 leased at or below 80% AMI •26 two-bedroom apartments (961 sq. ft. - 1212 sq. ft.) •$1950 - $2170 •96 one-bedroom apartments (645 sq. ft. - 950 sq. ft) •$1425 - $1750 •34 studio apartments (480 sq. ft. - 500 sq. ft.) •$1240-$1250 AMENITIES & FEATURES: •Residential lobby w/ full-time concierge •Club/multi-purpose room •Outdoor terrace & courtyard •Boardroom •Modern fitness center/studio •5,000 sq. ft. of commercial space PROJECT FACTS: Location: Camden, NJ Units: 156 Commercial S/F: Approximately 5,000 sq. ft. Development Cost: $48.6 Million Proposed Apartment Community: 1900 S Mayhill Road Denton, TX 76208 Conceptual Site Plan Please note that the conceptual site plan included in this application has been drafted with the intent to comply with the in-place zoning requirements of Mixed-Use Neighborhood (MN), further detailed in the Denton Development code. The final project design will be further detailed in a complete set of architectural drawings, which will be reviewed and approved by the City of Denton prior to the issuance of building permits. Additionally, please note that a Cross Timber Upland Habitat Environmentally Sensitive Area (ESA) currently exists on the development site. An ESA site survey was conducted by the City of Denton Environmental Services department on March 27th, 2020. This report is included in this application, following the conceptual site plan. This report was able to confirm an updated boundary for the Cross Timber Upland Habitat ESA within the development site, and that updated boundary is displayed in the conceptual site plan included with this application. As is detailed in the conceptual site plan, the development impact area impedes on only 32% of the Upland Habitat ESA, significantly less than 50% threshold listed in Denton Development Code Section 7.4.8. Please note that this boundary will be further confirmed by a Tree Survey, which is currently in progress at this time. BUILDING TYPE I II III IV V TOTAL QTY. OF BLDG 4 2 2 2 2 12 1 BR 12 0 6 6 6 84 2 BR 12 12 4 18 6 128 3 BR 4 12 14 12 12 116 4 BR 8 0 0 0 0 32 TOTAL 36 24 24 36 24 360 VEHICLE PARKING REQ. PARKING 92 66 64 88 62 REDUCTION*59.8 42.9 41.6 57.2 40.3 TOTAL 239 86 83 114 81 603 BICYCLE PARKING 1 SPACE PER 20 PARKING SPACES 30 * 25% REDUCTION FOR AFFORDABLE HOUSING + 10% REDUCTION FOR PROXIMITY TO TRANSIT 368 132 128 176 804 1900_S_Mayhill Base Flood Elevation Cross Sections Locations Streams New FEMA S LOMR 2016 Pre 2011 Not Incorporated Pre 2011 Not Incorporated Denton Engineering Historical LOMR New FEMA Floodplain Year 2016 Zone X = 0.2 % Annual Chance Zone X = 1 % Annual Chance, Less Than 1 Sq Mi Drainage Zone = 1 % Annual Chance, No BFE Detemined, Zone AE = 1 % Annual Chance, BFE Determined Floodway Riparian Buffers Existing, 50 Existing, 100 Existing, custom Alt ESA, 50 Alt ESA, custom Delineate, 50 Removed, 50 Removed, 100 Habitat Cross Timbers Upland Water related Removed ESA FloodPlain Designations Developed Undeveloped Habitat Not Assessed CODGIS.GISADM.Topo_2ft_contours Easements (>1:1,500) December 27, 2019 0 0.055 0.110.0275 mi 0 0.09 0.180.045 km 1:2,400 1900_S_Mayhill Base Flood Elevation Cross Sections Locations Streams New FEMA S LOMR 2016 Pre 2011 Not Incorporated Pre 2011 Not Incorporated Denton Engineering Historical LOMR New FEMA Floodplain Year 2016 Zone X = 0.2 % Annual Chance Zone X = 1 % Annual Chance, Less Than 1 Sq Mi Drainage Zone = 1 % Annual Chance, No BFE Detemined, Zone AE = 1 % Annual Chance, BFE Determined Floodway Riparian Buffers Existing, 50 Existing, 100 Existing, custom Alt ESA, 50 Alt ESA, custom Delineate, 50 Removed, 50 Removed, 100 Habitat Cross Timbers Upland Water related Removed ESA FloodPlain Designations Developed Undeveloped Habitat Not Assessed CODGIS.GISADM.Topo_2ft_contours Easements (>1:1,500) December 27, 2019 0 0.055 0.110.0275 mi 0 0.09 0.180.045 km 1:2,400 GAZEBO PLAYGROUND MONUMENT SIGN WASTE/RECYCLINGENCLOSURE, TYP OF 4 PLAYGROUND STORMWATER MANAGEMENT 10'-0" FRONT SETBACKDOG PARK MAIL CTR BUS SHELTER BICYCLE RACKS AT BREEZEWAYS, TYP. DEVELOPMENT IMPACT AREA LINE CROSS TIMBERS UPLAND BOUNDARY* ESA BOUNDARY WILL BE FURTHERVERIFIED BY A TREE SURVEY. BUILDING #4TYPE III BUILDING #1TYPE IIBUILDING #3 TYPE III CLUBHOUSE BUILDING #6TYPE IBUILDING #2TYPE IBUILDING #8TYPE IBUILDING #7TYPE IIBUILDING #5TYPE VBUILDING #11TYPE IBUILDING #9 TYPE IV BUILDING #10 TYPE IVBUILDING #12TYPE VAREA (SF)% OF D.I.A. TOTAL LOT AREA 1,477,338 DEVELOPMENT IMPACT AREA (D.I.A.)911,614 PAVED AREA (PARKING/SIDEWALKS)394,716 43% BUILDING AREA 136,045 15% LANDSCAPED AREA 182,359 20% GREEN/OPEN AREA 198,494 22% ENVIRONMENTALLY SENSITIVE AREA (E.S.A.)769,986 PORTION OF E.S.A. IMPACTED BY D.I.A.244,985 32% UNIT STATISTICSCONCEPTUAL SITE PLAN DEVELOPMENT AREAS NDenton, Texas 03-31-2020 UP#20003 19 0 0 S. MA YHILL R OA D urbanpractice Upland Habitat Assessment Version 3, J. Dailey, October 2012 Owner: Wilma Haggard____________________________ TrakIt #: ESA20-0012__ Address or location: 1900 Mayhill Rd________________________________________ Old growth canopy trees (dominant species) Scientific names Common names % cover 1 Quercus stellate Post oak 80 2 Pinus sp Pine tree with 2 needle clumps 10 3 4 5 Comments __________________________________________________________________________________________________ Re-growth canopy trees (dominant species) Scientific names Common names % cover 1 Quercus marlandica Blackjack oak 20 2 Quercus macrocarpa burr oak 20 3 Juniperus virginiana Eastern red cedar 10 4 Ulmus crassofolia Cedar elm 10 5 Comments __________________________________________________________________________________________________ Small trees/saplings (dominant species) Scientific names Common names % cover 1 Quercus stellata Post oak 30 2 Quercus marlandica Blackjack oak 20 3 4 5 Comments __________________________________________________________________________________________________ Understory - shrub / vine / forbs / grass (dominant species) Scientific names Common names % cover 1 Ligustrum sinense Chinese privet 40 2 Smilax bona-nox Rough green briar 20 3 4 5 Comments __________________________________________________________________________________________________ Dead Timber Standing Fallen Detritus/leaf litter Soil Type Alfisol or Ultisol (red sandy-loam with sandstone rocks) Other _____________________ Soil map unit name(s): Birome-Rayex-Aubrey complex, 2-15% slopes____ Gasil fine sandy loam, 383% slopes_____________ Callisburg fine sandy loam, 1-3% slopes , Attachments Site map Photographs Comments Area is a Cross Timber Upland Habitat ESA dominated by post oaks and blackjack oaks. Understory is a diverse mix of native plants and some invasive Chinese privet. Confirmed upland habitat with contiguous canopy is smaller than currently mapped, at 17.2 acres. Conclusions Based upon the site inspection by the City of Denton, the area in question is NOT an ESA and therefore is not subjected to the ESA requirements outlined in the Denton Development Code. All other appropriate aspects of the Denton Development Code, however, still apply. The official city ESA map will be updated to remove the area from ESA status Based upon the site inspection by the City of Denton, the area in question IS an ESA and is subject to the requirment set forth in Section 17 of the Denton Development Code Based upon the site inspection by the City of Denton, insufficient information is available to determine the ESA status of the area in question. A more extensive inspection is required from either the City of Denton or the property owner. The determination of the ESA status is permanently valid and may only be revisited if significant new information that necessitates a major change in the determination becomes available. A request for reconsideration of the determination may be submitted in writing by the applicant, landowner, or agent within 30 days of the date below. Field investigator: _________________________ Date: 27 Mar 2020___________________________________________ Approval: _______________________ Date: ______27 March 2020__________________________________ Site map Post oaks south of home are not contiguous to upland habitat ESA Edge of Cross Timber Upland habitat ESA, looking north Edge of Cross Timber Upland Habitat ESA, looking south Five line skink Young post tree Oak trees with tassels Post oak left (light green) and blackjack oak (reddish) with leaflets Post oak canopy Eastern edge of Cross Timber Upland Habitat ESA Elderberry Mushrooms on tree trunk Mossy rocks along trail under oaks Diverse understory Post oak, cedar elm and juniper regrowth Post oak canopy Regrowth of native understory Pine trees along the southwest side of clearing, ESA designation removed Treehouse by encampment in upland habitat ESA Bluebonnets and Indian paintbrush along driveway 3/25/2020 Current Zoning https://dentontxgis.maps.arcgis.com/apps/webappviewer/index.html?id=0569414a92cc47469688a6fc31b5e3e5 1/1 City of Denton, Texas Parks & Wildlife, +– 0.6mi0.6mi0.6mi0.6mi0.6mi -97.079 33.208 Degrees 1900 S Mayhill Rd, Denton, TX, 76Show search results for 1900 S Mayhi… 1 MI. RADIUS 2 MI. RADIUS 3 MI. RADIUS 1 2 3 4 5 6 1900 S. MAYHILL RD. KEY 1. THE ROXTON APARTMENTS 2. THE VERANDA 3. PECAN CREEK 4. MCKINNEY PARK APARTMENTS 5. WATERFORD AT SPENCER OAKS 6. PROVIDENCE PLACE APARTMENTS LIHTC PR OPERTIES IN VICINITY NDenton, Texas 03-17-2020 UP#20003 19 0 0 S. MA YHILL R OA D urbanpractice Department of Development Services / Planning Division 215 W. Hickory St., Denton, TX 76201 (940) 349-8541 OUR CORE VALUES Integrity Fiscal Responsibility Transparency Outstanding Customer Service ADA/EOE/ADEA www.cityofdenton.com TDD (800) 735-2989 February 25, 2020 Ryan Watt 6105 S Main St Suite 200 Aurora, Co. 80016 SUBJECT: ZV20-0014, 1900 S Mayhill Rd Ryan Watt: This letter is to confirm that the zoning classification for the above subject property, commonly known as 1900 S Mayhill Rd, Denton, Texas is (MN) Mixed-Use Neighborhood. The zoning ordinance for this property has been in effect since April 23, 2019. For your review, I have attached a listing of permitted uses. The following information about this property is on file: PHYSICAL ADDRESS: 1900 S Mayhill Rd LEGAL DESCRIPTION: A0646A D. HOUGH, TR 1(PT), 33.577 ACRES, OLD DCAD TR 1 ZONING DISTRICT: (MN) Mixed-Use Neighborhood ZONING ORDINANCE: April 23, 2019 PLAT STATUS: Unplatted PROPERTY TAX ID: R37808 The above information is applicable to the highlighted property on the accompanying map. The Planning Department has verified the subject property does not have code violations in process. The subdivision name is D. Hough. If I can be of further assistance, you may contact me at (940) 349-8319. Sincerely, Candy Whitaker Candy Whitaker Project Manager Attachments: Location Map Permitted Uses Aerial Map Zoning Uses 288 I-35E LO O P288I-35E SERVICE RD OCEANVIEWBRINKERSADA U QUAILCREEK MEDPARKCOLORAD O EDWARDS I-35E SANLUCASGAYLA DEL REY WINDRIVER MARINA SEASI DEUNI CORNLAKESEA COVE CAMINOREALCOMOLAKEPRIVATESTOCKBRIDGELEAFY NATCHEZTRCE PIONEER PAR PUBLICALLEYVALENCIA BI RDIECRATERLAKE SHEN ANDOAHBUCEESSTON EMOUNT A I N REGALBERRYDOWNKIMBERLYKARIBA GREA TBEA ROLDEDWARDSBRIDGESLANDFILLSH ORELINE S PENCER BLUE JAY CANARY TREATMENT PLANT BLOOMMAYHILLSI-35ERamp LOON LAKE FOSTER ZV20-0014Site Location 0 770 1,540385Feet The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed orimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. SITE Parcels Roads COD ETJ NAA 8/1/20 µ 1900 S Mayhill Rd Date: 2/24/2020 288 I-35E LOOP288I-35E SERVICE RD OCEANVI EWBRINKERSADA U QUAILCREEK MEDPARKCO L ORADOEDWARDS I-35E SANLUCASDEL REY WINDRIVER MARINA UNI CORNLAKESEA COVE CAMINOREALPRIVATESTOCKBRIDGE LEAFY NATCHEZTRCE PIONEER PAR PUBLICALLEYVALENCIA BI RDIEC RATERLAKE SHEN ANDOAHBUCEESUNIONLAKEREGALBERRYDOWNKIMBERLYKARIBA GRE AT BE AROLDEDWARDSBRIDGESLANDFILLSH ORELINE SPENCER BLUE JAY CANARYTREATMENT PLANT BLOOMMAYHILLSI-35ERamp LOON LAKE FOSTER R4 HC R7 HI PF MN PD-R4 MRR3 PD-MR GO R6 LI RR ZV20-0014Current Zoning Map 0 770 1,540385Feet The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed orimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. SITE Parcels Roads µ 1900 S Mayhill Rd Date: 2/24/2020 Current ZoningZoning Districts RR - Residential Rural R1 - Residential R2 - Residential R3 - Residential R4 - Residential R6 - Residential R7 - Residential MN - Mixed-Use Neighborhood MD - Mixed-Use Downtown Core MR - Mixed-Use Regional HC - Highway Commercial SC - Suburban Corridor GO - General Office LI - Light Industrial HI - Heavy Industrial PF - Public Facilities PD - Planned Development MPC OVERLAY Proposed Apartment Community: 1900 S Mayhill Road Denton, TX 76208 Evidence of Community Support / Opposition There is no doubt that the impact of a new multifamily apartment community on the immediate surrounding neighborhood can be significant. In the case of this proposed development, there are both positive and negative local impacts to consider. The first is the impact on the housing choices available to the low-income income individuals and families of Denton. There is no doubt that a mixed-income community such as this one will provide quality, modern housing choices for those who would otherwise be very limited in terms of their housing options. This property will remain affordable for a minimum of thirty years, meaning that this positive impact of improved housing choices for the community will continue to be present for years to come. While this positive impact is certainly important for the community, there are certain negative impacts which will result from high density developments like this one. One such negative impact is that of increased car traffic; While some of the residents at this proposed community are expected to utilize the public transit options available to them in lieu of a personal car, this will not be possible for everyone. To address this potential community impact, Michaels Development has performed a preliminary traffic analysis for the proposed apartment community, which analyzes the traffic impact on nearby roads. This analysis is attached behind this document as attachment 9.1. This traffic analysis takes into account the adjacent proposed Greystar market rate multifamily development, in addition to this proposal. While the analysis does identify some future traffic concerns resulting from the proposed Greystar and Michaels multifamily developments, the benefit of the Mayhill roadway expansion is expected to mitigate these concerns. A full TIA traffic study will be conducted for the proposed community before the award of project financing, to fully evaluate the ability of Mayhill road to sustain the increase in car traffic, after the panned expansion is complete. We expect the Mayhill road expansion to empower the City of Denton to achieve the specific development goals set forth in the Denton 2030 plan for the corridor focus area of Mayhill road, stretching between Interstate 35 and University Drive. The other potential negative impact of this proposed apartment community is that of crime. Increased criminal activity is an inherent risk anywhere that high density residential areas exist; in order to address this concern, Michaels Development has included certain design features within the planned construction scope for this community. Specifically, the construction scope of this development will include the installation of a security surveillance system, which will be monitored 24-hours a day, 365 days per year. This surveillance system will cover all building exteriors, including residential buildings, breezeways, and common areas. This surveillance system will be complimented by extensive site lighting, which will ensure all areas of the community are well-lit at night. Furthermore, Michaels Development has included within our operating budget an annual expense for a security patrol service, to deter any potential criminal activity which might occur at the property. We believe that these provisions will help to address any security concerns that may arise relating to this apartment community, after it is placed in service. As a part of the development process for the proposed apartment community for the land site located at 1900 S Mayhill Road in Denton, TX, Michaels Development has performed outreach to local community stakeholders in order to determine the level of support or opposition that exists for the proposed apartment community. Specifically, Michaels Development has reached out to community relations staff at Denton Independent School District, Hugh Coleman – the Commissioner for Denton County’s Precinct 1, Colette Johnson at the Southeast Denton Neighborhood Association, John Weber at the Denia Neighborhood association, and the Wind River Home Owner’s Association. Evidence of this community outreach is included behind this document for your reference. While we are able to provide evidence of the correspondence we have had over the past several weeks with these community stakeholders, we have had limited ability to attend the regularly held meetings of these organizations and individuals, or host our own neighborhood meetings to further our community outreach efforts in person as a result of the COVID-19 global pandemic. Not only this, but the shelter in place order issued for Denton County has made it more difficult to reach many of the community members mentioned above, due to the fact that most of these groups are working remotely. This pandemic has forced our development team to prioritize public health concerns over the community outreach associated with the development process in Denton at this time. However, Michaels Development is committed to continuing our community outreach efforts as these public health concerns begin to subside. Specifically, we plan to present our development proposal to the Southeast Denton Neighborhood Association, as well as the Denia Neighborhood Association once these groups resume holding regular meetings. We understand that community outreach is a crucial part of the development process, and we intend to make these efforts a priority in the coming months, once the public health guidance published by the Center for Disease Control and the World Health Organization have changed. Traffic. Transportation Planning. Parking. Design. Texas Registered Engineering Firm F-3199 PRELIMINARY TRAFFIC IMPACT ANALYSIS FOR MULTIFAMILY DEVELOPMENT IN DENTON, TEXAS DeShazo Project No. 20011 Prepared for: Mr. Ryan Watt Michaels Development 6105 S. Main Street, Suite 200 Aurora, Colorado 80016 Prepared by: DeShazo Group, Inc. Texas Registered Engineering Firm F-3199 400 South Houston Street, Suite 330 Dallas, Texas 75202 214.748.6740 February 13, 2020 0213/2020 11490 DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 2 Preliminary Traffic Impact Analysis for Multifamily Development in Denton, Texas ~ DeShazo Project No. 20011~ Table of Contents EXECUTIVE SUMMARY ..................................................................................................................... 4 INTRODUCTION .................................................................................................................................. 7 PURPOSE .......................................................................................................................................... 7 PROJECT DISCRIPTION ..................................................................................................................... 7 PRELIMINARY TRAFFIC IMPACT ANALYSIS - METHODOLOGY ......................................................... 7 ANALYSIS SCENARIOS ...................................................................................................................... 9 EXISTING AND PROPOSED LAND USE ......................................................................................... 12 SITE LOCATION AND STUDY AREA ................................................................................................. 12 EXISTING SITE AND DEVELOPMENT............................................................................................... 12 EXISTING AND PROPOSED TRANSPORTATION SYSTEM .......................................................... 13 THOROUGHFARE SYSTEM.............................................................................................................. 13 EXISTING TRAFFIC VOLUMES ......................................................................................................... 13 PROJECTED BACKGROUND TRAFFIC VOLUMES ............................................................................. 13 SITE-TRAFFIC CHARACTERISTICS................................................................................................ 13 TRIP GENERATION ......................................................................................................................... 13 TRIP DISTRIBUTION AND ASSIGNMENT ......................................................................................... 14 SITE-GENERATED TRAFFIC VOLUMES ............................................................................................ 14 ROADWAY INTERSECTION ANALYSIS.......................................................................................... 15 INTERSECTION CAPACITY ANALYSIS - METHODOLGY .................................................................. 15 2020 EXISTING – INTERSECTION ANALYSIS ................................................................................... 16 2022 BACKGROUND PLUS SITE – INTERSECTION ANALYSIS ........................................................ 18 ROADWAY LINK ANALYSIS − METHODOLGY ................................................................................. 20 ROADWAY LINK ANALYSIS − RESULTS ........................................................................................... 21 SUMMARY OF FINDINGS AND RECOMMENDATIONS .................................................................. 22 DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 3 LIST OF TABLES: Table 1. Development Program Summary Table 2. Development Scenarios Analyzed Table 3. Projected Trip Generation Table 4. Existing Intersection Analysis Table 5. 2022 Intersection Analysis Table 6. Roadway Link Capacity Analysis Results Summary LIST OF EXHIBITS: Exhibit 1. Site Location Map Exhibit 2. Preliminary Site Plan Exhibit 3. Existing Roadway Geometry LIST OF APPENDICES: Appendix A. Traffic Volume Exhibits Appendix B. Existing Traffic Data Appendix C. Site-Generated Traffic Supplement DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 4 EXECUTIVE SUMMARY The services of DeShazo Group, Inc. (DeShazo) were retained by Michaels Development, to conduct a preliminary traffic impact analysis for the proposed Multifamily Development in Denton, Texas. The subject property will be located at 1900 S Mayhill Road in Denton, Texas. The proposed project is planned to be fully constructed by 2022. Table 1 shows the development program summary for the site development. Table 1. Development Program Summary Use Quantity Buildout Year Multifamily-Housing: Multi-Family Housing (Mid Rise) 360 Dwelling Units 2022 Below is a summary of findings from this Preliminary TIA. FINDING: Based upon the existing 2020 analysis, all study intersections are currently operating at LOS D or better during the peak hour periods with the following exceptions: Colorado Blvd at S Mayhill Road: • The NB left turning movement on S Mayhill Road is currently operating at LOS F during PM peak hour at 2020 existing conditions. • The NB right turning movement on S Mayhill Road is currently operating at LOS E and LOS F during AM and PM peak hour, respectively at 2020 existing conditions. • The EB shared through-right movement on Colorado Blvd is currently operating at LOS F during PM peak hour at 2020 existing conditions. • The WB left turning movement on Colorado Blvd is currently operating at LOS E during AM peak hour at 2020 existing conditions. • The WB shared left-through movement on Colorado Blvd is currently operating at LOS F and LOS E during AM and PM peak hour, respectively at 2020 existing conditions. Quail Creek Drive at Brinker Road: • The WB shared left-through movement on Quail Creek Drive is currently operating at LOS F during both AM and PM peak hour at 2020 existing conditions. FINDING: Based upon the 2022 background-plus site full buildout analysis all study intersections are currently operating at LOS D or better during the peak hour periods with the following exceptions: Colorado Blvd at S Mayhill Road: • The NB left turning movement on S Mayhill Road is expected to operate at LOS F during PM peak hour for 2022 background plus site generated conditions. This movement is currently operating at LOS F during the PM peak hour with a maximum 95th percentile queue of about 9 vehicles. After the site buildout, the queue is expected to reach about 11 vehicles. DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 5 • The NB right turning movement on S Mayhill Road is expected to operate at LOS F during both the AM and PM peak hour for 2022 background plus site generated conditions. This movement is currently operating at LOS E during AM peak hour and LOS F during PM peak hour with a maximum 95th percentile queue of about 9 vehicles during AM peak hour and 17 vehicles during PM peak hour. After the site buildout, the queue is expected to reach about 15 and 31 vehicles during AM and peak hour, respectively. • The EB shared through-right movement on Colorado Blvd is expected to operate at LOS F during PM peak hour for 2022 background plus site generated conditions. This movement is currently operating at LOS F during the PM peak hour with the maximum 95th percentile queue of about 9 vehicles. After the site buildout, the queue is expected to reach about 12 vehicles. • The EB right turning movement is expected to operate at LOS E during the PM peak hour with the maximum 95th percentile queue of about 6 vehicles at 2022 background plus site generated conditions. • The WB left turning movement on Colorado Blvd is expected to operate at LOS F during AM and LOS E during PM peak hour for 2022 background plus site generated conditions. This movement is currently operating at LOS E during the AM peak hour with the maximum 95th percentile queue of about 7 vehicles and is expected to operate at LOS F and LOS E during AM and PM peak hour. After site buildout, the queue is expected to reach about 11 and 7 vehicles during AM and PM peak hour, respectively. • The WB shared left-through movement on Colorado Blvd is expected to operate at LOS F during both AM and PM peak hour for 2022 background plus site generated conditions. This movement is currently operating at LOS F and LOS E during AM and PM peak hour with the maximum 95th percentile queue of about 10 and 7 vehicles, respectively. It is expected to operate at LOS F during both the AM and PM peak hour at full buildout where the queue is expected to reach about 15 vehicles during AM peak hour and 10 vehicles during PM peak hour. Quail Creek Drive at Brinker Road: • The WB shared left-through movement on Quail Creek Drive is expected to operate at LOS F during both AM and PM peak hour for 2022 background plus site generated conditions. This movement is currently operating at LOS F during both the AM and PM peak hour with the maximum 95th percentile queue of about 3 vehicles during AM peak hour and 5 vehicles during PM peak hour. After site buildout, the queue is expected to reach about 6 vehicles and 9 vehicles during AM and PM peak hour, respectively. RECOMMENDATIONS: Colorado Blvd at S Mayhill Road: The proposed site would generate minimal impact to this intersection. However, it is recommended that a traffic signal warrant study be performed to determine the need for the installation of a traffic signal at this intersection. Under existing conditions, it satisfies the Warrant 3. Peak Hour Vehicular Volume. Further studies should be performed to make a judgement regarding the installation of a traffic signal. Quail Creek Drive at Brinker Road: DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 6 The proposed site is contributing only 3 vehicles during the AM and 4 vehicles during the PM peak hour for WB hared left-through movement on Quail Creek Drive. It is not an uncommon situation for a stop-controlled intersection to expect some delay while making a left turn. The WB shared left-through lane has sufficient storage length to accommodate the queue. FINDING: Based upon the roadway link analysis, the proposed development has no significant impact on S Mayhill Road. END OF SUMMARY DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 7 INTRODUCTION The services of DeShazo Group, Inc. (DeShazo) were retained by Michaels Development, to conduct a preliminary traffic impact analysis for the proposed Multifamily Development in Denton, Texas. The subject property will be located at 1900 S Mayhill Road in Denton, Texas. The proposed project is planned to be fully built by 2022. A site location map and preliminary site plan are provided in Exhibit 1 and Exhibit 2, respectively. PURPOSE The purpose of this preliminary TIA is to determine if any improvements to the adjacent transportation system are needed in order to maintain a satisfactory level of service due to the proposed multifamily development. PROJECT DISCRIPTION The proposed Multifamily Development, will be located at 1900 S Mayhill Road in Denton, Texas. The subject site consists of 360 multifamily dwelling units. The proposed multifamily units will be built by year 2022. According to City of Denton Master Thoroughfare Plan, Mayhill Road is classified as a minor arterial, divided, six lane roadway with a posted speed limit of 30 mph. A preliminary site plan indicating the site driveways provided by Michaels Development is shown in Exhibit 2. PRELIMINARY TRAFFIC IMPACT ANALYSIS - METHODOLOGY To achieve this objective, this analysis summarizes the traffic operational characteristics of the background conditions within a designated study area and the projected incremental impact of the Project as determined through standardized engineering analyses. The standard methodology used to conduct the traffic impact analysis is described below. 1. Collect current traffic volume data on a typical day throughout the study area to represent existing traffic conditions. 2. Apply growth factors to the existing volumes to project future background traffic at the site buildout year conditions. 3. Project traffic generated by the proposed development using trip generation, trip distribution and traffic assignment as described below. a. Trip generation is calculated in terms of “trip ends” – a trip end is a one-way vehicular trip entering or exiting a site driveway (i.e., a single vehicle entering and exiting a site represents two trip ends). b. Trip distribution and assignment of site-generated trips to the surrounding roadway system is determined by proportionally estimating the orientation of travel via various travel routes. This is a subjective exercise based upon professional judgment considering such factors as directional characteristics of existing local traffic; trip attributes (e.g., trip purpose, trip length, travel time, etc.), roadway features (e.g., capacity, operational conditions, character of environment), regional demographics, etc. 4. Determine site-plus-background traffic by adding the projected site-generated traffic to the background traffic. DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 8 5. Analyze existing, background and background-plus-site traffic volumes to evaluate the roadway conditions in the vicinity of the proposed development. 6. If needed, mitigation measures are recommended based upon the analysis to improve roadway operational conditions. DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 9 ANALYSIS SCENARIOS This preliminary TIA analyzed the following peak hour periods that are considered the most critical conditions on the public roadway system related to the proposed Project. The proposed development is to be fully built by 2022. Roadway Peak Hour Analyzed: • Weekday: AM peak hour of adjacent street traffic • Weekday: PM peak hour of adjacent street traffic Development scenarios considered in this analysis are summarized in Table 2. Table 2. Development Scenarios Analyzed Scenario Development Program Traffic Volumes 2020 Existing None Added Existing 2020 Volumes 2022 Background None Added Existing 2020 volumes grown at 3% per year for 2 years plus traffic generated by residential development north of proposed site 2022 Background + Site Multi-Family Housing Existing 2020 volumes grown at 3% per year for 2 years plus traffic generated by residential development north of proposed site and the proposed site traffic I-35 EI-35 W 1Legend : - Proposed Site ! ###%! ! % # % ! ! #! % & ###! %% # "&% ! & ! # "$ ! ") * ) GAZEBOPLAYGROUNDMONUMENT SIGNWASTE/RECYCLINGENCLOSURE, TYP OF 4PLAYGROUNDSTORMWATER MANAGEMENT10'-0" FRONT SETBACKDOG PARKMAIL CTRBUS SHELTERBUILDING #4TYPE IIIBUILDING #1 TYPE II BUILDING #3TYPE IIICROSS TIMBERS UPLANDCLUBHOUSEBUILDING #6 TYPE I BUILDING #2 TYPE I BUILDING #8TYPE IBUILDING #7TYPE II BUILDING #5 TYPE V BUILDING #11 TYPE IBUILDING #9TYPE IVBUILDING #10TYPE IVBUILDING #12 TYPE V UNIT STATISTICSCONCEPTUAL SITE PLANNDenton, Texas02-03-2020 UP#200031900 S. MAYHILL ROADurbanpracticeEXHIBIT 2. PRELIMINARY SITE PLANDRIVEWAY 1DRIVEWAY 2DRIVEWAY 3 DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 12 EXISTING AND PROPOSED LAND USE The study parameters used in this preliminary TIA are based upon the requirements of the City of Denton and are consistent with the standard industry practices used in similar studies. SITE LOCATION AND STUDY AREA The proposed Multifamily Development, will be located at 1900 S Mayhill Road in Denton, Texas. Roadway Intersections: • Brinker Road at Quail Creek Drive: Stop Controlled at Quail Creek Drive • Colorado Blvd at Mayhill Road: All Way Stop Controlled • Mayhill Road at Spencer Road: Signalized • Driveway 1 at Mayhill Road: Stop Controlled on Driveway 1 • Driveway 2 at Mayhill Road: Stop Controlled on Driveway 2 EXISTING SITE AND DEVELOPMENT The site is vacant. The proposed development will consist of 360 multifamily dwelling units. The estimated buildout year is 2022. DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 13 EXISTING AND PROPOSED TRANSPORTATION SYSTEM Thoroughfare System • Mayhill Road: Existing operation and cross-section: four lanes, two-way, divided Speed Limit: 30 mph City of Denton Functional Classification: Primary Arterial, 4 lanes Existing Traffic Volumes Current traffic volumes were collected during the analysis periods at the study area intersections on Thursday, January 30, 2020. Projected Background Traffic Volumes Background traffic growth is defined as the normal traffic growth that is not directly related to the subject development of this study. As per the email conversation with the City of Denton, a growth rate of 3% per year was used in this analysis. Also, the traffic generated by a 400 multifamily residential unit north of the proposed site was added to the background traffic in this analysis. Future background traffic volumes estimate for the buildout years were calculated by applying the assumed growth rate for the study area intersections. SITE-TRAFFIC CHARACTERISTICS Traffic generated by the Project is projected by first determining the number of trips generated by the planned land use, then distributing and assigning projected site-related trips to the roadway system. TRIP GENERATION The Institute of Transportation Engineers Trip Generation manual (10th Edition) is an accepted source for calculating trip generation for common land uses for which sufficient published data is available. For this analysis, ITE land use 221 (multifamily mid-rise) was used. Trip generation is summarized in trip ends – a trip end is a one-way vehicular trip entering or leaving a site (i.e., one vehicle arriving and departing represents two trip ends). This analysis evaluates typical weekday AM and PM peak hour conditions of the local street traffic. Table 3 provides a summary of the calculated trip ends generated by the project. Excerpts from ITE Trip Generation data are provided in the Appendix section of this report. Table 3. Projected Trip Generation ITE ITE AM Peak Hour PM Peak Hour Code Land Use Total In Out Total In Out 221 Multifamily Housing(Mid-Rise)360 DU 1,960 130 34 96 158 96 62 Subtotals:1,960 130 34 96 158 96 62 Totals:1,960 130 34 96 158 96 62 Weekday TripsQuantity DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 14 TRIP DISTRIBUTION AND ASSIGNMENT Traffic for the proposed development was distributed and assigned to the study area roadway network based upon the roadway network and regional travel flow [or existing traffic patterns]. Detailed trip distribution and traffic assignment calculations and results are summarized in Appendix A. SITE-GENERATED TRAFFIC VOLUMES Site-generated traffic is calculated by multiplying the trip generation value (from Table 3) by the corresponding traffic assignments (from Appendix A). DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 15 ROADWAY INTERSECTION ANALYSIS INTERSECTION CAPACITY ANALYSIS - METHODOLGY The level of performance of infrastructure can often be measured through an analysis of volume and capacity that considers various physical and operational characteristics of the system. For vehicular traffic, an operational analysis of roadway intersection capacity is the most detailed type of analysis. An industry-standardized methodology for this type of analysis is presented in the Highway Capacity Manual (HCM). HCM uses the term “level of service” (LOS) to qualitatively describe the efficiency using a letter grade of A through F. Generally, LOS is described as follows. LOS A = free, unobstructed flow LOS B = reasonably free flow LOS C = stable flow LOS D = approaching unstable flow LOS E = unstable flow, operating at design capacity LOS F = operating over design capacity Traffic operational analysis is typically measured in one-hour periods during day-to-day peak conditions. In most urban settings, LOS C (or better) is desirable, although LOS D is considered to be acceptable. Nevertheless, periods of LOS E or F conditions are not uncommon for brief periods of time at major transportation facilities. In some cases, measures to add more capacity—either through operational changes and/or physical improvements—can be identified to increase efficiency and sometimes improve the level of service. For traffic-signal-controlled (“signalized”) intersections and STOP-controlled (“unsignalized”) intersections, LOS is determined based upon the calculated average seconds of delay per vehicle. For signalized intersections, the average delay per vehicle can be effectively calculated for the entire intersection. However, the average delay per vehicle for unsignalized intersections is calculated by only approach or by individual traffic maneuvers that must stop or yield right-of-way. For unsignalized intersections of a minor street or driveway and a major roadway, the analysis methodology often breaks down and yields low levels of service (often, LOS F) that cannot be mitigated unless a traffic signal is installed. However, for a traffic signal to be installed, the responsible agency that governs the right-of-way must issue its approval subject to very specific warrant criteria being met and several other operational considerations being satisfied. Neither level of service nor delay is considered a criterion for traffic signal installation. The following table summarizes the LOS criteria for signalized and unsignalized intersections as defined in the latest edition of the Highway Capacity Manual. Signalized Intersection (Average Delay per Vehicle) Unsignalized Intersection (Average Delay per Vehicle) LOS A < 10 < 10 LOS B >10 - <20 >10 - <15 LOS C >20 - <35 >15 - <25 LOS D >35 - <55 >25 - <35 LOS E >55 - <80 >35 - <50 LOS F >80 >50 NOTE: Signalized intersection operational parameters and operational results in this TIA were obtained directly from the optimized software output and may differ slightly from actual traffic signal operations. DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 16 2020 EXISTING – INTERSECTION ANALYSIS Existing traffic volumes were analyzed to determine current operational conditions. Intersection capacity analyses presented in this study were performed using the SYNCHRO software package. Table 4 provides a summary of peak period intersectional operational conditions. Table 4. Existing Intersection Analysis Based upon the existing 2020 analyses, all study intersections are currently operating at LOS D or better during the peak hour periods with the exception of: Colorado Blvd at S Mayhill Road: The NB left turning movement on S Mayhill Road is currently operating at LOS F during PM peak hour at 2020 existing conditions. The NB right turning movement on S Mayhill Road is currently operating at LOS E and LOS F during AM and PM peak hour respectively at 2020 existing conditions. The EB through and right turning movements on Colorado Blvd are currently operating at LOS F during PM peak hour at 2020 existing conditions. The WB left turning movement on Colorado Blvd is currently operating at LOS E during AM peak hour at 2020 existing conditions. Traffic Movement S Mayhill Road A (10.0)B (12.2) S Mayhill Road NBL D (25.8)F (53.9) NBR E (46.2)F (>100) EBTR C (17.8)F (52.3) EBR C (16.2)D (29.2) WBL E (35.8)D (30.0) WBLT F (51.5)E (41.6) WBT B (10.4)B (12.4) Brinker Road NBL A (8.8)A (8.7) EB B (10.3)B (10.2) WBLT F (53.8)F (>100) WBR B (10.5)B (14.7) SBL A (9.0)B (12.2) S Mayhill Road EBR - - - - S Mayhill Rd NBL - - - -EBLTR - - - - Colorado Blvd at Unsignalized IntersectionDriveway 1 at Quail Creek Drive at AM PMIntersections 2020 Existing Driveway 2 at Spencer Road at Signalized Intersection DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 17 The WB left and through movements on Colorado Blvd are currently operating at LOS F and LOS E during AM and PM peak hour respectively at 2020 existing conditions. Quail Creek Drive at Brinker Road: The WB left and through movements on Quail Creek Drive are currently operating at LOS F during both AM and PM peak hour at 2020 existing conditions. DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 18 2022 BACKGROUND PLUS SITE – INTERSECTION ANALYSIS The development is expected to be completed by 2022. Therefore, year 2022 background (no build) and background-plus buildout traffic volumes were analyzed to determine the incremental change in operational conditions during peak periods without and with site-related traffic. LOS results are provided in Table 5. Table 5. 2022 Intersection Analysis Based upon the 2022 background & 2022 background-plus-site buildout analysis, all study intersections are expected to operate at LOS D, or better during the peak hour periods with the exception of: Colorado Blvd at S Mayhill Road: The NB left turning movement on S Mayhill Road is expected to operate at LOS F during PM peak hour for both 2022 background and 2022 background plus site generated conditions. The NB right turning movement on S Mayhill Road is expected to operate at LOS F during both the AM and PM peak hour for both 2022 background and 2022 background plus site generated conditions. The EB through and right turning movements on Colorado Blvd are expected to operate at LOS F during PM peak hour for both 2022 background and 2022 background plus site generated conditions. The EB right turning movement on Colorado Blvd is expected to operate at LOS E during PM peak hour for both 2022 background and 2022 background plus site generated conditions. Traffic Movement S Mayhill Road B (10.4)B (13.1)B (10.4)B (13.1) S Mayhill Road NBL D (30.0)F (75.3)D (31.1)F (79.7) NBR F (75.5)F (>100)F (85.7)F (>100) EBTR C (20.1)F (77.9)C (20.6)F (86.1) EBR C (17.9)E (37.6)C (18.6)E (39.7) WBL F (53.8)E (39.4)F (63.6)E (43.7) WBLT F (84.3)F (60.3)F (>100)F (69.0) WBT B (11.0)B (13.4)B (11.2)B (12.4) Brinker Road NBL A (9.0)A (8.8)A (9.0)A (8.8) EB B (10.5)B (10.4)B (10.5)B (10.4) WBLT F (72.6)F (>100)F (>100)F (>100) WBR B (10.7)C (15.5)B (10.9)C (16.0)SBL A (9.1)B (12.9)A (9.2)B (13.3) S Mayhill Road EBR - - - -B (11.7)B (12.1) S Mayhill Rd NBL - - - -A (10.0)B (10.6)EBLR - - - -D (25.3)D (32.2) Colorado Blvd at Unsignalized IntersectionIntersections PMAM 2022 Background PM 2022 Background + Site Driveway 2 at AM Signalized IntersectionSpencer Road at Quail Creek Drive at Driveway 1 at DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 19 The WB left turning movement on Colorado Blvd is expected to operate at LOS F during AM and LOS E during PM peak hour for both 2022 background and 2022 background plus site generated conditions. The WB left and through movements on Colorado Blvd are expected to operate at LOS F during both AM and PM peak hour for both 2022 background and 2022 background plus site generated conditions. Quail Creek Drive at Brinker Road: The WB left and through movements on Quail Creek Drive are expected to operate at LOS F during both AM and PM peak hour for both 2022 background and 2022 background plus site generated conditions. DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 20 ROADWAY LINK ANALYSIS − METHODOLGY A roadway link is a roadway segment between two intersections. Roadway link capacity analysis is a comparison of actual or forecasted traffic volumes to the theoretical roadway capacity. The capacity of the roadway link is a function of the roadway’s cross-section (i.e., number of lanes, lane widths, type of center divider, etc.). However, other more theoretical factors also apply, such as the character of the environment and the functional classification of the roadway. Roadway link capacity is less critical than intersection capacity; however, it can provide a gauge of the utilization of given roadway. A specific industry standard for roadway link capacity does not exist, but the typical concept is derived from a base saturation flow rate (i.e., the maximum theoretical rate of continuous flow under ideal, unobstructed conditions). In the traffic engineering industry, this value is generally considered to range between 1,900-2,100 vehicles per lane, per hour). A series of adjustment factors are then applied to the saturation flow rate to reflect the characteristics of a given location. The North Central Texas Council of Governments (NCTCOG), the metropolitan planning agency for the CITY OF AUBREY-Fort Worth region, has derived internal “hourly service volume” guidelines used for transportation modelling purposes. The NCTCOG values were based upon the principles presented in the Highway Capacity Manual with “regional calibration” factors applied. Though these per-lane capacities, or “Service Volumes” (summarized in the table below), are intended for modelling purposes, they do provide a reasonable gauge of theoretical capacity. Area Type Hourly Service Volumes by Roadway Function Principal Arterial Minor Arterial & Frontage Road Collector & Local Street Median-Divided or One-Way Undivided Two-Way Median-Divided or One-Way Undivided Two-Way Median-Divided or One-Way Undivided Two-Way CBD 725 650 725 650 475 425 Urban/ Commercial 850 775 825 750 525 475 Suburban Residential 925 8,75 900 825 575 525 Rural 1,025 925 975 875 600 550 The volume-to-capacity ratio is calculated to determine the utilization of a roadway – a v/c ratio of less than 1.0 indicates that the roadway is operating under capacity. NCTCOG’s level of service denominations are as follows. Volume: Capacity Ratio < 45% is LOS A/B Volume: Capacity Ratio > 45% and < 65% is LOS C Volume: Capacity Ratio > 65% and < 80% is LOS D Volume: Capacity Ratio < 80% and < 100% is LOS E Volume: Capacity Ratio > 100% is LOS F DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 21 ROADWAY LINK ANALYSIS − RESULTS For the purposes of the roadway link analysis, the area is considered “rural”. Existing peak-hour volumes, the growth rate factor and projected peak-hour site-generated trips were used to conduct the roadway link analysis, which is summarized in Table 6. Table 6. Roadway Link Capacity Analysis Results Summary Based upon the roadway link analysis, both the NB and SB movements on S Mayhill Road are currently operating at LOS A/B and are expected to operate at LOS A/B and LOS C respectively, at 2022 background plus site conditions. Classification *Hourly #MEDIAN for Analysis Volume LANES DIVIDED?Per Lane Roadway 2020 Existing: NB Minor Arterial 726 2 Y 975 1,950 0.37 A/B SB Minor Arterial 805 2 Y 975 1,950 0.41 A/B 2022 Background: NB Minor Arterial 826 2 Y 975 1,950 0.42 A/B SB Minor Arterial 887 2 Y 975 1,950 0.45 C 2022 Background Plus Site: NB Minor Arterial 865 2 Y 975 1,950 0.44 A/B SB Minor Arterial 931 2 Y 975 1,950 0.48 C LOSCAPACITYV/CRoadwayDirection S Mayhill Road (between Spencer Road and Driveway 1) S Mayhill Road (between Spencer Road and Driveway 1) S Mayhill Road (between Spencer Road and Driveway 1) DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 22 SUMMARY OF FINDINGS AND RECOMMENDATIONS The services of DeShazo Group, Inc. (DeShazo) were retained by Michaels Development, to conduct a preliminary traffic impact analysis for the proposed Multifamily Development in Denton, Texas. The subject property will be located at 1900 S Mayhill Road in Denton, Texas. The proposed project is planned to be fully constructed by 2022. Table 1 shows the development program summary for the site development. Table 1. Development Program Summary Use Quantity Buildout Year Multifamily-Housing: Multi-Family Housing (Mid Rise) 360 Dwelling Units 2022 Below is a summary of findings from this Preliminary TIA. FINDING: Based upon the existing 2020 analysis, all study intersections are currently operating at LOS D or better during the peak hour periods with the following exceptions: Colorado Blvd at S Mayhill Road: • The NB left turning movement on S Mayhill Road is currently operating at LOS F during PM peak hour at 2020 existing conditions. • The NB right turning movement on S Mayhill Road is currently operating at LOS E and LOS F during AM and PM peak hour, respectively at 2020 existing conditions. • The EB shared through-right movement on Colorado Blvd is currently operating at LOS F during PM peak hour at 2020 existing conditions. • The WB left turning movement on Colorado Blvd is currently operating at LOS E during AM peak hour at 2020 existing conditions. • The WB shared left-through movement on Colorado Blvd is currently operating at LOS F and LOS E during AM and PM peak hour, respectively at 2020 existing conditions. Quail Creek Drive at Brinker Road: • The WB shared left-through movement on Quail Creek Drive is currently operating at LOS F during both AM and PM peak hour at 2020 existing conditions. FINDING: Based upon the 2022 background-plus site full buildout analysis all study intersections are currently operating at LOS D or better during the peak hour periods with the following exceptions: Colorado Blvd at S Mayhill Road: • The NB left turning movement on S Mayhill Road is expected to operate at LOS F during PM peak hour for 2022 background plus site generated conditions. This movement is currently operating at LOS F during the PM peak hour with a maximum 95th percentile DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 23 queue of about 9 vehicles. After the site buildout, the queue is expected to reach about 11 vehicles. • The NB right turning movement on S Mayhill Road is expected to operate at LOS F during both the AM and PM peak hour for 2022 background plus site generated conditions. This movement is currently operating at LOS E during AM peak hour and LOS F during PM peak hour with a maximum 95th percentile queue of about 9 vehicles during AM peak hour and 17 vehicles during PM peak hour. After the site buildout, the queue is expected to reach about 15 and 31 vehicles during AM and peak hour, respectively. • The EB shared through-right movement on Colorado Blvd is expected to operate at LOS F during PM peak hour for 2022 background plus site generated conditions. This movement is currently operating at LOS F during the PM peak hour with the maximum 95th percentile queue of about 9 vehicles. After the site buildout, the queue is expected to reach about 12 vehicles. • The EB right turning movement is expected to operate at LOS E during the PM peak hour with the maximum 95th percentile queue of about 6 vehicles at 2022 background plus site generated conditions. • The WB left turning movement on Colorado Blvd is expected to operate at LOS F during AM and LOS E during PM peak hour for 2022 background plus site generated conditions. This movement is currently operating at LOS E during the AM peak hour with the maximum 95th percentile queue of about 7 vehicles and is expected to operate at LOS F and LOS E during AM and PM peak hour. After site buildout, the queue is expected to reach about 11 and 7 vehicles during AM and PM peak hour, respectively. • The WB shared left-through movement on Colorado Blvd is expected to operate at LOS F during both AM and PM peak hour for 2022 background plus site generated conditions. This movement is currently operating at LOS F and LOS E during AM and PM peak hour with the maximum 95th percentile queue of about 10 and 7 vehicles, respectively. It is expected to operate at LOS F during both the AM and PM peak hour at full buildout where the queue is expected to reach about 15 vehicles during AM peak hour and 10 vehicles during PM peak hour. Quail Creek Drive at Brinker Road: • The WB shared left-through movement on Quail Creek Drive is expected to operate at LOS F during both AM and PM peak hour for 2022 background plus site generated conditions. This movement is currently operating at LOS F during both the AM and PM peak hour with the maximum 95th percentile queue of about 3 vehicles during AM peak hour and 5 vehicles during PM peak hour. After site buildout, the queue is expected to reach about 6 vehicles and 9 vehicles during AM and PM peak hour, respectively. RECOMMENDATIONS: Colorado Blvd at S Mayhill Road: The proposed site would generate minimal impact to this intersection. However, it is recommended that a traffic signal warrant study be performed to determine the need for the installation of a traffic signal at this intersection. Under existing conditions, it satisfies DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Page 24 the Warrant 3. Peak Hour Vehicular Volume. Further studies should be performed to make a judgement regarding the installation of a traffic signal. Quail Creek Drive at Brinker Road: The proposed site is contributing only 3 vehicles during the AM and 4 vehicles during the PM peak hour for WB hared left-through movement on Quail Creek Drive. It is not an uncommon situation for a stop-controlled intersection to expect some delay while making a left turn. The WB shared left-through lane has sufficient storage length to accommodate the queue. FINDING: Based upon the roadway link analysis, the proposed development has no significant impact on S Mayhill Road. END OF SUMMARY Exhibit 3. Existing Roadway Geometry and Traffic Control North ^ Not to Scale Preliminary TIA for Multifamily Development in Denton, Texas DeShazo Group LD Spencer Road S M ayhi ll R oad Quail Creek Dr C o l o r a d o Blv dBrinker Road DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Appendix A. Traffic Volume Exhibits A1. 2020 Existing AM Peak Hour Traffic Volumes North ^ Not to Scale TIA for Multi‐Family Development in Denton, Texas DeShazo Group OVD Spencer Rd S Mayhill RdQuailcreek Rd S Mayhill RdColorado BlvdBrinker RdQual Creek Dr 77543191943102 1747141962126 64174425441383223 63815595025579847665882 A2. 2020 Existing PM Peak Hour Traffic Volumes North ^ Not to Scale TIA for Multi‐Family Development in Denton, Texas DeShazo Group OVD Spencer Rd S Mayhill RdQuailcreek Rd S Mayhill RdColorado BlvdBrinker RdQual Creek Dr 1056021816164 92310365072 726805320467299309 4811551810428821 61881035601 A3. 2022 Background AM Peak Hour Traffic Volumes North ^ Not to Scale TIA for Multi‐Family Development in Denton, Texas DeShazo Group OVD Spencer Rd S Mayhill RdQuailcreek Rd S Mayhill RdColorado BlvdBrinker RdQual Creek Dr 89604202046110 1850152066728 69784626945390237 72717110533587 10450706242 A4. 2022 Background PM Peak Hour Traffic Volumes North ^ Not to Scale TIA for Multi‐Family Development in Denton, Texas DeShazo Group OVD Spencer Rd S Mayhill RdQuailcreek Rd S Mayhill RdColorado BlvdBrinker RdQual Creek Dr 1156561866181 102411371876 826887339544324328 5391681911059322 65931095941 A5. 2022 Site Generated AM Peak Hour Traffic Volumes North ^ Not to Scale TIA for Multi‐Family Development in Denton, Texas DeShazo Group OVD Spencer Rd Driveway 1 Driveway 2 S Mayhill RdQuailcreek Rd S Mayhill RdColorado BlvdBrinker RdQual Creek Dr Driveway 351902 724010 53142429 1051438122 3459241031234 A6. 2022 Site Generated PM Peak Hour Traffic Volumes North ^ Not to Scale TIA for Multi‐Family Development in Denton, Texas DeShazo Group OVD Spencer Rd Driveway 1 Driveway 2 S Mayhill RdQuailcreek Rd S Mayhill RdColorado BlvdBrinker RdQual Creek Dr Driveway 331205 191606 1410381619 6143825345 22324166103422 A7. 2022 Background Plus Site Generated AM Peak Hour Traffic Volumes North ^ Not to Scale TIA for Multi‐Family Development in Denton, Texas DeShazo Group OVD Spencer Rd Driveway 1 Driveway 2 S Mayhill RdQuailcreek Rd S Mayhill RdColorado BlvdBrinker RdQual Creek Dr Driveway 393623202046112 1850152067428 721010 8473146972429 852571188526946592237 76017610533677 12859736242 12 34 A8. 2022 Background Plus Site Generated PM Peak Hour Traffic Volumes North ^ Not to Scale TIA for Multi‐Family Development in Denton, Texas DeShazo Group OVD Spencer Rd Driveway 1 Driveway 2 S Mayhill RdQuailcreek Rd S Mayhill RdColorado BlvdBrinker RdQual Creek Dr Driveway 31186681866186 102411373776 84206 92110388261619 91214865912339578329328 56117219110511722 801001195941 2234 DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Appendix B. Existing Traffic Count Data Page 1 of 4 Intersection Traffic Movements DeShazo Group, Inc. Location: 1 City/State: Data Collector(s): Day/Date: Weather Conditions: Project-ID #: Traffic Control: Data Source: Description: BeginEnd ULTRULTRULTRULTR 7:00 AM 7:15 AM 0 2 75 2 0 10 125 0 0 0 - 1 0 15 - 12 7:15 AM 7:30 AM 0 2 106 7 0 13 157 0 0 0 - 1 0 32 - 7 7:30 AM 7:45 AM 0 2 109 8 0 13 153 0 0 0 - 3 0 28 - 16 7:45 AM 8:00 AM 0 2 140 15 0 22 152 0 0 0 - 2 0 21 - 13 8:00 AM 8:15 AM 0 3 147 25 0 18 126 2 0 0 - 1 0 17 - 11 8:15 AM 8:30 AM 0 3 114 14 0 19 134 1 0 0 - 1 0 19 - 9 8:30 AM 8:45 AM 0 3 103 7 0 25 107 0 0 0 - 4 0 9 - 9 8:45 AM 9:00 AM 0 4 111 19 0 22 113 0 0 1 - 0 0 12 - 7 0 9 502 55 0 66 588 2 0 0 0 7 0 98 0 47 0.00 0.75 0.85 0.55 0.00 0.75 0.94 0.25 0.00 0.00 0.00 0.58 0.00 0.77 0.00 0.73 Intersection Peak Hour:Intersection PHF: 0.94 0 9 502 55 0 66 588 2 0 0 0 7 0 98 0 47 0.00 0.75 0.85 0.55 0.00 0.75 0.94 0.25 0.00 0.00 0.00 0.58 0.00 0.77 0.00 0.73 Study Peak Hour:Study Area PHF: 0.94 4:30 PM 4:45 PM 0 9 216 24 0 23 144 0 0 0 - 5 0 15 - 28 4:45 PM 5:00 PM 0 6 226 25 0 33 125 0 0 0 - 6 0 18 - 24 5:00 PM 5:15 PM 0 4 246 26 0 33 129 0 0 0 - 5 0 13 - 24 5:15 PM 5:30 PM 0 0 265 20 0 27 144 1 0 0 - 8 0 19 - 23 5:30 PM 5:45 PM 0 3 273 19 0 21 138 0 0 0 - 4 0 16 - 21 5:45 PM 6:00 PM 0 11 258 23 0 22 149 0 0 0 - 4 0 13 - 20 6:00 PM 6:15 PM 0 2 209 28 0 20 121 1 0 1 - 6 0 21 - 26 6:15 PM 6:30 PM 0 4 198 12 0 23 125 0 0 0 - 6 0 25 - 19 0 18 1,042 88 0 103 560 1 0 0 0 21 0 61 0 88 0.00 0.41 0.95 0.85 0.00 0.78 0.94 0.25 0.00 0.00 0.00 0.66 0.00 0.80 0.00 0.92 Intersection Peak Hour:Intersection PHF: 0.98 0 18 1,042 88 0 103 560 1 0 0 0 21 0 61 0 88 0.00 0.41 0.95 0.85 0.00 0.78 0.94 0.25 0.00 0.00 0.00 0.66 0.00 0.80 0.00 0.92 Study Peak Hour:Study Area PHF: 0.98 PHF: 5:00 PM - 6:00 PM Study Area PHV: PHF: 5:00 PM - 6:00 PM Intersection PHV: Time of Count File: C2X3HRS - 4L&12Mv_Peds.XLS Brinker Road at Quail Creek Drive Northbound on Brinker Road Eastbound on Quail Creek Dr Westbound on Thursday, January 30, 2020. 20011-(1) CJ Hensch Camera Light Precipitation Unsignalized Minor-Street STOP Controlled Denton, Texas Southbound on Brinker Road Quail Creek Dr Intersection PHV: 7:15 AM - 8:15 AM 7:15 AM - 8:15 AM PHF: Study Area PHV: PHF: Observations: Page 2 of 4 Intersection Traffic Movements DeShazo Group, Inc. Location: 1 City/State: Data Collector(s): Day/Date: Weather Conditions: Project-ID #: Traffic Control: Data Source: Description: BeginEnd ULTRULTRULTRULTR 7:00 AM 7:15 AM 0 37 - 64 - - - - - - 23 57 0 166 31 - 7:15 AM 7:30 AM 0 46 - 92 - - - - - - 20 58 0 180 34 - 7:30 AM 7:45 AM 0 58 - 98 - - - - - - 20 59 0 152 48 - 7:45 AM 8:00 AM 0 66 - 106 - - - - - - 25 58 0 163 39 - 8:00 AM 8:15 AM 0 84 - 117 - - - - - - 18 48 0 143 34 - 8:15 AM 8:30 AM 0 56 - 100 - - - - - - 14 39 0 125 42 - 8:30 AM 8:45 AM 0 45 - 58 - - - - - - 21 44 0 115 37 - 8:45 AM 9:00 AM 0 55 - 73 - - - - - - 11 38 0 130 47 - 0 254 0 413 0 0 0 0 0 0 83 223 0 638 155 0 0.00 0.76 0.00 0.88 0.00 0.00 0.00 0.00 0.00 0.00 0.83 0.94 0.00 0.89 0.81 0.00 Intersection Peak Hour:Intersection PHF: 0.97 0 254 0 413 0 0 0 0 0 0 83 223 0 638 155 0 0.00 0.76 0.00 0.88 0.00 0.00 0.00 0.00 0.00 0.00 0.83 0.94 0.00 0.89 0.81 0.00 Study Peak Hour:Study Area PHF: 0.97 4:30 PM 4:45 PM 0 76 - 112 - - - - - - 65 77 0 115 42 - 4:45 PM 5:00 PM 0 84 - 122 - - - - - - 70 63 0 132 36 - 5:00 PM 5:15 PM 0 82 - 119 - - - - - - 72 82 0 118 42 - 5:15 PM 5:30 PM 0 78 - 114 - - - - - - 92 87 0 116 35 - 5:30 PM 5:45 PM 0 77 - 96 - - - - - - 77 57 0 114 37 - 5:45 PM 6:00 PM 0 85 - 116 - - - - - - 90 55 0 116 32 - 6:00 PM 6:15 PM 0 75 - 118 - - - - - - 77 46 0 96 43 - 6:15 PM 6:30 PM 0 60 - 125 - - - - - - 71 41 0 96 41 - 0 320 0 467 0 0 0 0 0 0 299 309 0 481 155 0 0.00 0.95 0.00 0.96 0.00 0.00 0.00 0.00 0.00 0.00 0.81 0.89 0.00 0.91 0.92 0.00 Intersection Peak Hour:Intersection PHF: 0.97 0 320 0 467 0 0 0 0 0 0 299 309 0 481 155 0 0.00 0.95 0.00 0.96 0.00 0.00 0.00 0.00 0.00 0.00 0.81 0.89 0.00 0.91 0.92 0.00 Study Peak Hour:Study Area PHF: 0.97 20011-(2) Unsignalized Colorado Road at Mayhill Road Denton, Texas Camera Thursday, January 30, 2020. Light Precipitation CJ Hensch All-Way STOP Controlled Time of Northbound on Southbound on Eastbound on Westbound on Count Mayhill Road Mayhill Road Colorado Road Colorado Road Intersection PHV: PHF: 7:15 AM - 8:15 AM Study Area PHV: PHF: 7:15 AM - 8:15 AM Intersection PHV: PHF: 4:30 PM - 5:30 PM Study Area PHV: PHF: 4:30 PM - 5:30 PM File: C2X3HRS - 4L&12Mv_Peds.XLS Observations: Page 3 of 4 Intersection Traffic Movements DeShazo Group, Inc. Location: 1 City/State: Data Collector(s): Day/Date: Weather Conditions: Project-ID #: Traffic Control: Data Source: BeginEnd ULTRULTRULTRULTR 7:00 AM 7:15 AM 0 18 80 7 0 1 173 7 0 9 12 29 0 3 11 3 7:15 AM 7:30 AM 0 23 128 3 0 3 148 4 0 3 16 25 0 5 13 3 7:30 AM 7:45 AM 0 25 110 6 0 4 168 3 0 5 6 22 0 4 11 1 7:45 AM 8:00 AM 0 15 139 5 0 7 164 9 0 2 6 28 0 4 13 5 8:00 AM 8:15 AM 0 14 166 5 0 5 141 10 0 9 15 27 0 4 10 5 8:15 AM 8:30 AM 0 16 135 6 0 1 139 11 0 12 10 25 0 5 6 3 8:30 AM 8:45 AM 0 11 103 1 0 6 113 9 0 13 17 15 0 3 13 3 8:45 AM 9:00 AM 0 17 66 5 0 5 132 15 0 6 6 18 0 7 9 0 0 77 543 19 0 19 621 26 0 19 43 102 0 17 47 14 0.00 0.77 0.82 0.79 0.00 0.68 0.92 0.65 0.00 0.53 0.67 0.91 0.00 0.85 0.90 0.70 Intersection Peak Hour:Intersection PHF: 0.94 0 77 543 19 0 19 621 26 0 19 43 102 0 17 47 14 0.00 0.77 0.82 0.79 0.00 0.68 0.92 0.65 0.00 0.53 0.67 0.91 0.00 0.85 0.90 0.70 Study Peak Hour:Study Area PHF: 0.94 4:30 PM 4:45 PM 0 30 129 2 0 3 139 14 0 16 0 39 0 8 9 11 4:45 PM 5:00 PM 0 30 150 1 0 1 156 16 0 17 2 34 0 5 11 3 5:00 PM 5:15 PM 0 23 147 0 0 2 166 21 0 24 2 36 0 1 7 4 5:15 PM 5:30 PM 0 32 168 0 0 0 155 19 0 22 2 41 0 0 3 3 5:30 PM 5:45 PM 0 20 137 0 0 0 173 16 0 18 0 53 0 3 2 0 5:45 PM 6:00 PM 0 27 171 0 0 0 137 19 0 20 0 37 0 0 0 1 6:00 PM 6:15 PM 0 22 140 0 0 0 133 23 0 13 1 30 0 1 0 0 6:15 PM 6:30 PM 0 30 110 1 0 1 102 12 0 24 0 43 0 0 0 0 0 105 602 1 0 3 650 72 0 81 6 164 0 9 23 10 0.00 0.82 0.90 0.25 0.00 0.38 0.94 0.86 0.00 0.84 0.75 0.77 0.00 0.45 0.52 0.63 Intersection Peak Hour:Intersection PHF: 0.97 0 105 602 1 0 3 650 72 0 81 6 164 0 9 23 10 0.00 0.82 0.90 0.25 0.00 0.38 0.94 0.86 0.00 0.84 0.75 0.77 0.00 0.45 0.52 0.63 Study Peak Hour:Study Area PHF: 0.97 20011-(3) Signalized Spencer Road at Mayhill Road Denton, Texas Camera Thursday, January 30, 2020. Light Precipitation CJ Hensch Time of Northbound on Southbound on Eastbound on Westbound on Count Mayhill Road Mayhill Road Spencer Road Spencer Road Intersection PHV: PHF: 7:15 AM - 8:15 AM Study Area PHV: PHF: 7:15 AM - 8:15 AM Intersection PHV: PHF: 4:45 PM - 5:45 PM Study Area PHV: PHF: 4:45 PM - 5:45 PM File: C2X3HRS - 4L&12Mv_Peds.XLS Observations: Page 4 of 4 Intersection Traffic Movements DeShazo Group, Inc. Location: 1 City/State: Data Collector(s): Day/Date: Weather Conditions: Project-ID #: Traffic Control: Data Source: Description: BeginEnd ULTRULTRULTRULTR 7:00 AM 7:15 AM 0 0 111 - - - 193 0 0 0 - 0 - - - - 7:15 AM 7:30 AM 0 1 150 - - - 185 0 0 0 - 0 - - - - 7:30 AM 7:45 AM 0 0 141 - - - 189 0 0 0 - 0 - - - - 7:45 AM 8:00 AM 0 0 160 - - - 202 0 0 0 - 0 - - - - 8:00 AM 8:15 AM 0 0 190 - - - 168 0 0 0 - 0 - - - - 8:15 AM 8:30 AM 0 0 148 - - - 168 0 0 0 - 0 - - - - 8:30 AM 8:45 AM 0 0 110 - - - 134 0 0 0 - 0 - - - - 8:45 AM 9:00 AM 0 0 86 - - - 161 0 0 0 - 0 - - - - 0 1 641 0 0 0 744 0 0 0 0 0 0 0 0 0 0.00 0.25 0.84 0.00 0.00 0.00 0.92 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Intersection Peak Hour:Intersection PHF: 0.96 0 1 641 0 0 0 744 0 0 0 0 0 0 0 0 0 0.00 0.25 0.84 0.00 0.00 0.00 0.92 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Study Peak Hour:Study Area PHF: 0.96 4:30 PM 4:45 PM 0 0 177 - - - 191 0 0 0 - 0 - - - - 4:45 PM 5:00 PM 0 0 173 - - - 187 0 0 0 - 0 - - - - 5:00 PM 5:15 PM 0 0 184 - - - 203 0 0 0 - 0 - - - - 5:15 PM 5:30 PM 0 0 182 - - - 209 1 0 0 - 0 - - - - 5:30 PM 5:45 PM 0 0 172 - - - 219 0 0 0 - 0 - - - - 5:45 PM 6:00 PM 0 0 188 - - - 174 0 0 0 - 0 - - - - 6:00 PM 6:15 PM 0 0 152 - - - 161 0 0 1 - 0 - - - - 6:15 PM 6:30 PM 0 0 142 - - - 157 0 0 0 - 0 - - - - 0 0 726 0 0 0 805 1 0 0 0 0 0 0 0 0 0.00 0.00 0.97 0.00 0.00 0.00 0.92 0.25 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Intersection Peak Hour:Intersection PHF: 0.98 0 0 726 0 0 0 805 1 0 0 0 0 0 0 0 0 0.00 0.00 0.97 0.00 0.00 0.00 0.92 0.25 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 Study Peak Hour:Study Area PHF: 0.98 20011-(4) Unsignalized Quail Creek Road/Old Edwards Road at Mayhill road Denton, Texas Camera Thursday, January 30, 2020. Light Precipitation CJ Hensch Minor-Street STOP Controlled Time of Northbound on Southbound on Eastbound on Westbound on Count Mayhill Road Mayhill Road Quail Creek Road Quail Creek Road Intersection PHV: PHF: 7:15 AM - 8:15 AM Study Area PHV: PHF: 7:15 AM - 8:15 AM Intersection PHV: PHF: 5:00 PM - 6:00 PM Study Area PHV: PHF: 5:00 PM - 6:00 PM File: C2X3HRS - 4L&12Mv_Peds.XLS Observations: DeShazo Group, Inc. Preliminary TIA for Multifamily Development in Denton, Tx February 2020 Appendix C. Site-Generated Traffic Supplement 35%COLORADO BLVD QUAILCREEK RD SPENCER ROAD DRIVEWAY 1 DRIVEWAY 2 PROPOSED SITE S MAYHILL RDQUAILCREEK DRBRINKER RDDRIVEWAY 3 5%40%25%(25%) (30%) (25%) (10%)40% 35% 5%(20%)(5%)10%(40%)20%(10%) (5%) (35%)10%15%(35%)(25%)15%(10%)C1PROJECT #: 20011 DATE : FEB 2020 South of E McKinney St Legend : XX - Inbound Traffic Assignment (XX) - Outbound Traffic Assignment 1 rwatt@tmo.com From:Colette Johnson <colettejohnson741@gmail.com> Sent:Wednesday, March 11, 2020 1:01 AM To:rwatt@tmo.com Subject:Re: Community Outreach - Proposed Development at 1900 S Mayhill Road We meet 6pm at MLK center, 1300 Wildon St Our organization has been going strong since 1999, mostly elderly homeowners from the community Code Enforcement the Police our City Council rep and then you On Tue, Mar 10, 2020, 5:33 PM <rwatt@tmo.com> wrote: Colette, Yes – we are available on Monday, March 23rd to present the Development proposal to your organization! However, could you please confirm the exact time and location of the meeting? In addition, can you please give us some background on your organization, and your typical meeting structure? We would like to make sure that we are as prepared as possible when we arrive on the 23rd. Thank you for your time! Sincerely, Ryan From: Colette Johnson <colettejohnson741@gmail.com> Sent: Tuesday, March 10, 2020 2:51 PM To: rwatt@tmo.com Subject: Re: Community Outreach - Proposed Development at 1900 S Mayhill Road Can you come to meeting on 23rd On Mon, Mar 9, 2020, 10:16 PM Colette Johnson <colettejohnson741@gmail.com> wrote: 2 Would you be available on March 23d to present this to neighborhood group On Thu, Mar 5, 2020, 2:59 PM <rwatt@tmo.com> wrote: Dear Mrs. Colette Johnson, Hello – my name is Ryan Watt; I am reaching out this afternoon on behalf of the Michaels Organization. Michaels is the largest owner and operator of Affordable housing in the country; Michaels owns and manages over 53,000 apartment units spread across 35 different states, including over 800 units in Texas alone. Please see the attached brochure, which provides additional detail on the past experience and qualifications of Michaels Development Company. Michaels is currently pursuing an opportunity to provide brand new affordable housing in Denton, located at 1900 South Mayhill Road. The project site is located just a quarter mile from the MedPark train station, and also in close proximity to abundant commercial retail including Kroger Grocery and Walmart, among others. This project proposal is currently under review with the City of Denton; as a part of this process, we are reaching out to local stakeholders to evaluate the level of support there is for the project in the community. I received your contact information from Dani Shaw in the Denton Community Services Department, who recommended that I reach out to you regarding this matter. When possible, it would be immensely helpful for us if you could review the project details I have included below, and indicate your level of support for this project in the form of a letter on the Southeast Denton Neighborhood Association letterhead. I have attached a sample letter for you to utilize in accommodating our request. Thank you in advance for your time and assistance! The project proposal for a new apartment community on South Mayhill Road features the construction of 360 apartment units, spread across multiple garden-style residential buildings. Attached is a preliminary project site plan, which will give you a better idea of the proposed project design. This property will be a mixed-income community, serving residents making between 30% of area median income ($26,940), and 80% of area median income ($66,480). The project will feature a centrally located clubhouse, which will include a furnished clubroom, kitchen, business center, fitness center, and a dedicated classroom space for resident supportive services. These supportive services will be offered to all residents free of charge, and will feature programming including but not limited to after school activities for children, anti-bullying classes for children, financial literacy classes for adults, nutritional and health classes for adults, career growth classes for adults, and regular social events. The clubhouse will also feature its own food bank, as well as management leasing offices and a dedicated office space for the project’s full-time resident services provider. Additional project amenities will include an outdoor pool, two children’s playgrounds, an outdoor dog park, additional open green space complimented by site lighting and security camera systems, a community laundry room, extensive surface parking, and an on-site bus stop for children. In addition, please note that Michaels Development will be partnering with a local Community Housing Development Organization for the development of this proposed project. This partnership will make the property eligible for up to a 50% property tax exemption. 3 Please do not hesitate to reach out with any questions or comments regarding the proposal above. We look forward to your reply! Sincerely, Ryan Watt Ryan Watt Development Officer MICHAELS DEVELOPMENT P 781-742-4741 6105 S. Main Street, Suite 200 Aurora, Colorado 80016 1 rwatt@tmo.com From:Colette Johnson <colettejohnson741@gmail.com> Sent:Monday, March 16, 2020 3:50 PM To:rwatt@tmo.com Subject:Re: Today's Meeting Attachments:image001.png Just found out we WON'T be meeting next Monday. The MLK Center will be closed because of the virus. We will try again 4th Monday in April. On Mon, Mar 16, 2020, 1:53 PM <rwatt@tmo.com> wrote: Not a problem Mrs. Johnson! We understand completely. We can absolutely reschedule our call. Do you have availability later this afternoon or alternatively tomorrow morning? Thank you for your time! -Ryan From: Colette Johnson <colettejohnson741@gmail.com> Sent: Monday, March 16, 2020 2:51 PM To: Ryan Watt <rwatt@tmo.com> Subject: Re: Today's Meeting Sorry I'm stuck with my dad at dr appt I didn't know he had On Mon, Mar 16, 2020, 1:32 PM Ryan Watt <rwatt@tmo.com> wrote: Mrs. Johnson, We were sorry to miss you earlier this afternoon! We understand you have a busy schedule, but we would still like to find some time today to speak with you regarding our proposed project. When you have time available in your schedule, please call me directly at 781-742-4741. 2 I look forward to speaking with you! Sincerely, Ryan On Mon, Mar 16, 2020 at 1:02 PM <rwatt@tmo.com> wrote: Mrs. Johnson, I hope you had a good weekend! We are looking forward to speaking with you today regarding our proposed project! Please see the call-in information below; let us know if you have any issues dialing in! Dial in: 216-930-8560 Meeting Pin: 273 831 # Thanks, Ryan Ryan Watt Development Officer MICHAELS DEVELOPMENT P 781-742-4741 6105 S. Main Street, Suite 200 Aurora, Colorado 80016 1 rwatt@tmo.com From:Zwahr, Julia L <jzwahr@dentonisd.org> Sent:Tuesday, February 18, 2020 5:54 PM To:rwatt@tmo.com Cc:'Ryan Zent'; DISD Communications; Martin, Courtney L Subject:Re: 1900 S Mayhill Road - Community Outreach Ryan: Thank you for taking my call and I hope I answered your questions. As plans progress, please don’t hesitate to reach out for more information. Thanks, Julie Z. Julie Zwahr Denton ISD Chief Communications Officer 1307 North Locust Denton, TX 76201 940.369.0007 office 972.345.5828 cell Interested in amazing things happening in our classrooms? View our latest district magazine by clicking http://flipbooks.schoolandfamilymagazine.com/182751/191682/223971/Winter-2020/ From: "rwatt@tmo.com" <rwatt@tmo.com> Date: Tuesday, February 18, 2020 at 1:38 PM To: DISD Communications <Communications@dentonisd.org>, "Zwahr, Julia L" <jzwahr@dentonisd.org>, "Martin, Courtney L" <cmartin@dentonisd.org> Cc: 'Ryan Zent' <rzent@tmo.com> Subject: 1900 S Mayhill Road - Community Outreach Resent-From: <communications@dentonisd.org> CAUTION: This email originated from outside the organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. Dear Denton ISD Staff, Hello – my name is Ryan Watt; I am reaching out this afternoon on behalf of the Michaels Organization. Michaels is the largest owner and operator of Affordable housing in the country; Michaels owns and manages over 53,000 apartment units spread across 35 different states, including over 800 units in Texas alone. Please see the attached brochure, which provides additional detail on the past experience and qualifications of Michaels Development Company. Michaels is currently pursuing an opportunity to provide brand new affordable housing in Denton, specifically within the attendance zone of Denton ISD, at 1900 South Mayhill Road. The project site is located just a quarter mile from the MedPark train station, and also in close proximity to abundant commercial retail including Kroger Grocery and Walmart, 2 among others. This project proposal is currently under review with the City of Denton; as a part of this process, we are reaching out to local stakeholders to evaluate the level of support there is for the project in the community. When possible, it would be immensely helpful for us if you could review the project details I have included below, and indicate your level of support for this project in the form of a letter on the Denton ISD letterhead. Thank you in advance for your time and assistance! The project proposal for a new apartment community on South Mayhill Road features the construction of over 300 apartment units, spread across multiple garden-style residential buildings. This property will be a mixed-income community, and will achieve an overall income average of 60% of area median income. The project will feature a centrally located clubhouse, which will include a furnished clubroom, kitchen, business center, fitness center, and a dedicated classroom space for resident supportive services. These supportive services will be offered to all residents free of charge, and will feature programming including but not limited to after school activities for children, anti-bullying classes for children, financial literacy classes for adults, nutritional and health classes for adults, career growth classes for adults, and regular social events. The clubhouse will also feature its own food bank, as well as management leasing offices and a dedicated office space for the project’s full-time resident services provider. Additional project amenities will include an outdoor pool, two children’s playgrounds, an outdoor dog park, additional open green space complimented by site lighting and security camera systems, a community laundry room, extensive surface parking, and an on-site bus stop for children. It is also important to mention that this project, should it move forward, will be paying full annual property taxes, including the effective millage rate due to Denton ISD. Please do not hesitate to reach out with any questions or comments regarding the proposal above. We look forward to your reply! Sincerely, Ryan Watt Ryan Watt Development Officer MICHAELS DEVELOPMENT P 781-742-4741 6105 S. Main Street, Suite 200 Aurora, Colorado 80016 1 rwatt@tmo.com From:rwatt@tmo.com Sent:Thursday, March 26, 2020 7:14 PM To:jtw.denton@gmail.com Subject:Community Outreach - Proposed Apartment Community 1900 S Mayhill Road Attachments:About TMO_Dec 2019.pdf; 200317_CONCEPTUAL_PLAN.pdf; PR-02 PRECEDENT IMAGES 01.pdf Dear Mr. Weber, Hello – my name is Ryan Watt; I am reaching out this afternoon on behalf of the Michaels Organization. Michaels is the largest owner and operator of Affordable housing in the country; Michaels owns and manages over 53,000 apartment units spread across 35 different states, including over 800 units in Texas alone. Please see the attached brochure for more detailed information regarding our previous experience and qualifications. Michaels is currently pursuing an opportunity to provide brand new affordable housing in Denton, at a vacant land site located at 1900 South Mayhill Road. The project site is located just a quarter mile from the MedPark train station, and also in close proximity to abundant commercial retail including Kroger Grocery and Walmart, among others. This project proposal is currently under review with the City of Denton; as a part of this process, we are reaching out to local stakeholders to evaluate the level of support there is for the project in the community. When possible, we would like to schedule a meeting with your organization to present our development proposal formally, and receive some feedback from your organization. Please let us know whether or not this would be something you could accommodate for us! I have included some initial details below regarding our proposal for your reference. I look forward to your reply! Sincerely, Ryan Watt The proposed apartment community on South Mayhill Road features the construction of over 300 apartment units, spread across multiple residential buildings. The project will feature a centrally located clubhouse, which will include a furnished clubroom, kitchen, business center, fitness center, and a dedicated classroom space for resident supportive services. These supportive services will be offered to all residents free of charge, and will feature programming including but not limited to after school activities for children, anti-bullying classes for children, financial literacy classes for adults, nutritional and health classes for adults, career growth classes for adults, and regular social events. The clubhouse will also feature its own food bank, as well as management leasing offices and a dedicated office space for the project’s full-time resident services provider. Additional project amenities will include an outdoor pool, two children’s playgrounds, an outdoor dog park, additional open green space complimented by site lighting and security camera systems, a community laundry room, extensive surface parking, and an on-site bus stop for children. Ryan Watt Development Officer MICHAELS DEVELOPMENT P 781-742-4741 6105 S. Main Street, Suite 200 Aurora, Colorado 80016 1 rwatt@tmo.com From:rwatt@tmo.com Sent:Monday, March 23, 2020 1:39 PM To:hugh.coleman@dentoncounty.com Cc:'Ryan Zent' Subject:Proposed Apartment Community - 1900 S Mayhill Road Attachments:200317_CONCEPTUAL_PLAN.pdf; PR-02 PRECEDENT IMAGES 01.pdf; About TMO_Dec 2019.pdf; Denton County - Letter of No Objection.docx Mr. Coleman, Thank you for taking my phone call this afternoon! As discussed, please see the attached details regarding our project proposal for the land site located at 1900 S Mayhill road in Denton, TX. I have also included a narrative describing our project proposal below for your reference. When possible, please provide us with an email confirming your receipt of these materials, as well as acknowledgement of our discussion over the phone earlier today. While we would ideally like to receive a letter from you in a form similar to the attached word document template, on your office’s letterhead, acknowledging that you do not object to the project proposal, we understand if you are not prepared to provide such a letter at this time. Thank you for your assistance with this matter; please stay safe during this time of uncertainty! Sincerely, Ryan Watt Michaels Development is currently pursuing an opportunity to provide brand new affordable housing in Denton, specifically within the attendance zone of Denton ISD, at 1900 South Mayhill Road. The project site is located just a quarter mile from the MedPark train station, and also in close proximity to abundant commercial retail including Kroger Grocery and Walmart, among others. This project proposal is currently under review with the City of Denton; as a part of this process, we are reaching out to local stakeholders to evaluate the level of support there is for the project in the community. I received your contact information from Dani Shaw in the Denton Community Services Department, who recommended that I reach out to you regarding this matter. When possible, it would be immensely helpful for us if you could review the project details I have included below, and indicate your level of support for this project in the form of a letter on the Denton ISD letterhead. I have attached a sample letter for you to utilize in accommodating our request. Thank you in advance for your time and assistance! The project proposal for a new apartment community on South Mayhill Road features the construction of 360 apartment units, spread across multiple garden-style residential buildings. Attached is a preliminary project site plan, which will give you a better idea of the proposed project design. This property will be a mixed-income community, serving residents making between 30% of area median income ($26,940), and 80% of area median income ($66,480). The project will feature a centrally located clubhouse, which will include a furnished clubroom, kitchen, business center, fitness center, and a dedicated classroom space for resident supportive services. These supportive services will be offered to all residents free of charge, and will feature programming including but not limited to after school activities for children, anti-bullying classes for children, financial literacy classes for adults, nutritional and health classes for adults, career growth classes for adults, and regular social 2 events. The clubhouse will also feature its own food bank, as well as management leasing offices and a dedicated office space for the project’s full-time resident services provider. Additional project amenities will include an outdoor pool, two children’s playgrounds, an outdoor dog park, additional open green space complimented by site lighting and security camera systems, a community laundry room, extensive surface parking, and an on-site bus stop for children. In addition, please note that Michaels Development will be partnering with a local Community Housing Development Organization for the development of this proposed project. This partnership will make the property eligible for up to a 50% property tax exemption. Ryan Watt Development Officer MICHAELS DEVELOPMENT P 781-742-4741 6105 S. Main Street, Suite 200 Aurora, Colorado 80016 1 rwatt@tmo.com From:rwatt@tmo.com Sent:Tuesday, February 18, 2020 1:52 PM To:dglover@tscmanagement.com Cc:'Ryan Zent' Subject:1900 S Mayhill Road - Community Outreach Attachments:About TMO_Dec 2019.pdf Dear Mrs. Glover, Hello – my name is Ryan Watt; I am reaching out this afternoon on behalf of the Michaels Organization. Michaels is the largest owner and operator of Affordable housing in the country; Michaels owns and manages over 53,000 apartment units spread across 35 different states, including over 800 units in Texas alone. Please refer to the attached brochure for further details regarding our past experience and qualifications. Michaels is currently pursuing an opportunity to provide brand new affordable housing in Denton, at a vacant land site located at 1900 South Mayhill Road. The project site is located just a quarter mile from the MedPark train station, and also in close proximity to abundant commercial retail including Kroger Grocery and Walmart, among others. This project proposal is currently under review with the City of Denton; as a part of this process, we are reaching out to local stakeholders to evaluate the level of support there is for the project in the community. When possible, it would be immensely helpful for us if you could review the project details I have included below, and indicate your level of support for this project in the form of a letter on the Wind River HOA. Thank you in advance for your time and assistance! The project proposal for a new apartment community on South Mayhill Road features the construction of over 300 apartment units, spread across multiple garden-style residential buildings. This project will utilize income averaging, to achieve an overall affordability percentage of 60% of area median income. The project will feature a centrally located clubhouse, which will include a furnished clubroom, kitchen, business center, fitness center, and a dedicated classroom space for resident supportive services. These supportive services will be offered to all residents free of charge, and will feature programming including but not limited to after school activities for children, anti-bullying classes for children, financial literacy classes for adults, nutritional and health classes for adults, career growth classes for adults, and regular social events. The clubhouse will also feature its own food bank, as well as management leasing offices and a dedicated office space for the project’s full-time resident services provider. Additional project amenities will include an outdoor pool, two children’s playgrounds, an outdoor dog park, additional open green space complimented by site lighting and security camera systems, a community laundry room, extensive surface parking, and an on-site bus stop for children. Please do not hesitate to reach out with any questions or comments regarding the proposal above. We look forward to your reply! Sincerely, Ryan Watt Ryan Watt Development Officer MICHAELS DEVELOPMENT P 781-742-4741 6105 S. Main Street, Suite 200 Aurora, Colorado 80016 Proposed Apartment Community: 1900 S Mayhill Road Denton, TX 76208 Description of Resident Population, Income Restrictions, and Access to Services The Michaels Development Company (“Michaels”) is proposing the development of a 360-unit mixed income multifamily community complimented by outdoor green space as well as common area amenities on approximately 33 acres located at 1900 South Mayhill Road in Denton, Texas. The apartment units at this community will be general occupancy workforce apartment units, with no applicable age limits. We expect the residents of this community to consist working class families and individuals, with ranging annual income. This community will feature 82 one-bedroom, 130 two-bedroom, 116 three-bedroom, and 32 four-bedroom units, 100% of which would be financed utilizing 4% non-competitive housing tax credits issued through the Texas Department of Housing and Community Affairs (“TDHCA”). These housing tax credit units will be available to households that earn between 30% of the Area Median Gross Income (“AMGI”) to 80% of the AMGI. This will be achieved through the implementation of the income averaging program. This income restriction election was first incorporated into the Qualified Allocation Plan (QAP) of Texas in 2019. This newly available income restriction election allows Housing Tax Credit properties to provide apartment units restricted at a wide range of income levels, while achieving an overall average income restriction of 60%. Effectively, income averaging will allow us to more easily serve the lower income population of Denton, who are in such desperate need of high-quality housing options, as well as the 70% and 80% AMGI families that have previously been left out of other programs, the “missing middle.” The table below summarizes the proposed unit mix for the project, pursuant to the Texas income averaging requirements: Income restrictions for these units will range from 30% of Area Median Gross Income (“AMGI”) – 80% of AMGI, resulting in effective annual gross income limits ranging from $24,930 - $66,480. These annual income limits are based on an assumption of 4 residents; Please refer to the table below for additional details regarding the applicable income limits, based on the AMI percentage restriction as well as the number of residents. In addition, please note that updated income limits are published each year in April. The income restrictions displayed below were initially published in April 2019, and will continue to be applicable to all Housing Tax Credit properties in Denton County until the updated income restrictions are published in April 2020. Unit Type 30% AMI 40% AMI 50% AMI 60% AMI 70% AMI 80% AMI TOTAL One Bedroom 8 8 8 26 16 16 82 Two Bedroom 13 13 13 39 26 26 130 Three Bedroom 12 12 12 34 23 23 116 Four Bedroom 3 3 3 11 6 6 32 TOTAL 36 36 36 110 71 71 360 10.00% 10.00% 10.00% 30.56% 19.72% 19.72% 100.00% Overall Project Income Average 59.92% Proposed Unit Mix: 1900 S Mayhill Road Denton County – 2019 Income Restrictions (Source: Novogradac) In addition to the apartment units described above, the proposed community will feature the construction of several common area amenities. One of the primary common area amenities will be the dedicated supportive services room, and the dedicated supportive services coordinator office which will both be housed in the property’s clubhouse. As is required by the 2020 Texas QAP, certain qualifying supportive services will be provided to the residents at the community completely free of charge. Below is a list of the supportive services which Michaels Development is planning to provide, in order to help empower our residents to reach independence. These supportive services will be provided by a registered 501(c)(3) organization, by the name of Community Housing Resource Partners (CHR Partners). This organization has extensive experience in providing supportive services to residents at low-income apartment communities around the state of Texas. Overall, CHR Partners provides services which support residents in over 7,500 low-income apartment units in Texas, reaching a total of 13,000 people monthly with their regularly provided services. CHR Partners holds its headquarters in San Antonio, TX, but has previous experience with providing resident supportive services at the Veranda, which is an existing affordable apartment community in Denton. CHR partners will assign a permanent, full-time staff member to this proposed community to facilitate the regular provision of resident supportive services. Please note that Texas QAP section 11.101(a)(7) defines which services qualify as resident supportive services for Housing Tax Credit properties in Texas. Further, please note that these services are to be provided such that the overall development exceeds the applicable supportive service point threshold, which for this 4% non- competitive LIHTC development will be eight (8) points. This point scoring threshold standard allows for development owners to better tailor the supportive services to the property’s residents, and remove any requirement for committing to specific supportive services before the property begins operations. While the supportive services listed below are the currently expected eligible resident services to be provided at the property, the specific services to be offered will not be confirmed until the time the property is placed in service. An annual certification of the services being provided will be submitted to the Texas Department of Housing and Community Affairs (TDHCA) each year. If Denton City Council or other City Staff would like to receive a copy of these annual certifications, this is absolutely something Michaels Development can accommodate. A. Children Supportive Services Twelve (12) hours of weekly, organized, on-site services provided to K-12 children by a dedicated service coordinator or third-party entity. Services include after-school and summer care and tutoring, recreational activities, character building programs, mentee opportunities, test preparation, and similar activities that promote the betterment and growth of children and young adults. (3.5 points) B. Adult Supportive Services Four hours of weekly, organized, on-site classes provided to an adult audience by persons skilled or trained in the subject matter being presented, such as English as a second language classes, computer training, financial literacy courses, health education courses, certification courses, GED preparation classes, resume and interview preparatory classes, general presentations about community services and resources, and any other course, class, or presentation that may equip residents with new skills that they may wish to develop. (3.5 points) Contracted career training and placement partnerships with local worksource offices, culinary programs, or vocational counseling services; may include resident training programs that train and hire residents for job opportunities inside the development in areas like leasing, resident services, maintenance, landscaping, or food and beverage operation. (2 points) C. Health Supportive Services Food pantry consisting of an assortment of non-perishable food items and common household items (i.e. laundry detergent, toiletries, etc.) accessible to residents at least on a monthly basis or upon request by a resident. While it is possible that transportation may be provided to a local food bank to meet the requirement of this resident service, the resident must not be required to pay for the items they receive at the food bank. (2 points) Weekly exercise classes (offered at times when most residents would be likely to attend) (2 points) Annual health fair provided by a health care professional. (1 point) D. Community Supportive Services Partnership with local law enforcement and/or local first responders to provide quarterly on-site social and interactive activities intended to foster relationships with residents (such activities could include playing sports, having a cook-out, swimming, card games, etc.) (2 points) Notary Services during regular business hours (1 point) Twice monthly arts, crafts, and other recreational activities (e.g. Book Clubs and creative writing classes) (1 point) Twice monthly on-site social events (i.e. potluck dinners, game night, sing-a-longs, movie nights, birthday parties, holiday celebrations, etc.) (1 point) A full-time resident services coordinator with a dedicated office space at the Development or a contract with a third-party to provide the equivalent of 15 hours or more of weekly resident supportive services at the Development (2 points) In addition to these services described above, Michaels plans to provide further educational support to the residents of this proposed community; Michaels Development will partner with The Michaels Organization Educational Foundation, a national organization which provides scholarships to residents of our communities across the country. Since its founding in 1991, The Michaels Organization Educational Foundation has helped many high achieving, but economically disadvantaged students realize their dreams of higher education. These scholarship awards have made it possible for them to earn their degrees, advance their careers, and improve the economic circumstances for themselves and their families. Scholarship recipients will receive grants ranging from $1,000 to $10,000, which can be used to fund educational expenses at any accredited college, university, or vocational training school in the nation. Scholarships are awarded annually, and students may reapply each year of their education for continuing grants. At Michaels, we are continually investing in the well-being of our residents and the communities where they live. Our founder Michael J. Levitt has embedded in our corporate culture a deep commitment to “giving back.” The scholarship funds available via this program are raised through voluntary contributions from friends and business associates through the Michaels business network. All contributions are then matched $2 for every $1 dollar by Michael Levitt and his wife Pat. Foremost in this effort to give back is enhancing educational opportunities for our residents through a college scholarship program, which we believe can provide a huge benefit to workforce housing communities like this one. All residents of this proposed community are eligible to apply for the Michaels scholarship program, and will receive assistance and encouragement from on-site management staff. Another significant amenity at this proposed community will be great access to public transportation. First, residents at this property will have excellent access to the MedPark train station; the train station is located only 0.25 miles southwest of the project site. Residents will be able to access this public transit station easily by foot in an estimated time of 10 minutes, or even less when traveling via bike. The MedPark train station is serviced by the A-Train, which travels north to downtown Denton, and South to Carrollton, where travelers are able to transfer over to the Dallas Green Line train, which provides direct service to downtown Dallas. Second, the construction scope of this proposed community includes the installation of an on-site bus shelter, which will be located adjacent to the property clubhouse building. Michaels Development intends to partner with Denton Independent School District, to provide transportation to local public schools for the children vis this bus shelter. Denton Independent School District has indicated their willingness to add the property, once built, to one of its existing public-school bus routes. In addition, Michaels Development will be submitting an application to the Denton County Transportation Authority (DCTA) for the property bus shelter to be added to either local bus route #2 or local bus route #4. These arrangements for public transportation to be provided right at the clubhouse of the apartment community will benefit both the school-going children residing at the property, as well as the full and part-time employees residing at the property. For those residents who will be traveling via car on a regular basis, the proposed project site will provide easy access to Interstate highway 35 and Denton Loop 288; both of these roadways provide excellent access to the greater Denton Area, as well as direct access to downtown Dallas, Dallas Love Field, and the rest of the Dallas-Fort Worth metro area. In addition to the resident supportive services and the excellent access to public transportation, residents at this proposed apartment community will benefit from living in close proximity to several other locational amenities. These locational site amenities are listed below, by category. Please also reference the map included below, displaying the close proximity of each of these amenities to the proposed project site. Each of the locational amenities listed is located less than two miles from the subject site. A. Subject Site Retail B. WalMart Supercenter C. Target D. Lowe’s Home Improvement E. Denton Crossings West a. Best Buy b. Bed, Bath and Beyond c. Old Navy d. Total Wine e. T.J. Maxx f. DSW Designer Shoe Warehouse F. Dollar General Medical G. Medical City Denton H. Atrium Medical Center I. The Heart Hospital Baylor – Denton Grocery J. Kroger Pharmacy K. Walgreens Services L. Firestone Complete Auto Care M. RaceTrac Gas Station N. Buc-ee’s O. The UPS Store P. AAA Texas Q. Great Clips R. LA Fitness Education S. Ryan High School T. Bettye Myers Middle School U. Pecan Creek Elementary Outdoor Amenities V. Briercliff Park W. Joe Skiles Park X. Denton Katy Trail Another notable locational amenity which will have an impact on the project is the Denton Katy Trail – Hiking and Cycling Greenbelt. This public walking and cycling trail travels parallel to the train line which services Denton; this trail passes by our project site, only one quarter of a mile away from its southern boundary. Easy access to this trail will help to promote an active and healthy lifestyle among our residents for years to come. Overall, we believe this project represents a great opportunity for partnership between the public and private sectors, to provide a high-quality affordable housing community in an excellent location. Should this proposed project move forward, this affordable housing apartment community will represent a sizable investment in the community of Denton, which will provide a high quality, income restricted housing for a minimum of thirty years. Proposed Apartment Community: 1900 S Mayhill Road Denton, TX 76208 List of Proposed Amenities - Apartment Unit Amenities o Energy Star rated appliances Range/Oven Dishwasher Refrigerator with ice-maker Microwave o Natural stone countertops in kitchens and bathrooms o Energy Star rated LED light fixtures o EPA Water sense low-flow plumbing fixtures o Garbage Disposals o Modern hard surface flooring throughout all apartment units o Walk-in closets o Patios / Balconies, with external storage o Shaker style painted, wood veneer faced cabinets o Double pane windows with blinds o Ceiling Fans in each bedroom - Common Area Amenities o Community Clubhouse Furnished community room Community kitchen Supportive services classroom & event space Supportive services provider – dedicated office Management leasing offices Fitness center Business Center Community Laundry Facility o Outdoor Swimming Pool & gathering space o Two outdoor children’s playscapes o Dog Park o Outdoor sport court o Outdoor seating pavilion o Surface Parking o Security Camera system o Site perimeter landscaping screening o Bus Stop o Central Mail Kiosk and package delivery system Proposed Apartment Community: 1900 S Mayhill Road Denton, TX 76208 Quality of Design and Construction The Michaels Organization owns and operates the largest portfolio of multifamily affordable housing properties in the United States. Our portfolio is made up of a total of 53,000 apartment units, spread across 35 different states and over 400 communities. This vast portfolio evidences the long-term investment outlook that we at Michaels embrace throughout our regular course business. On average, Michaels will own and operate each property in our portfolio for a minimum of thirty years. This long-term ownership philosophy ensures that our goals are aligned with the development criteria of the local community, and the needs of our residents. We understand that each development opportunity that we pursue has an immense impact on the surrounding community, and as a result it is of the utmost important to us to cater a project’s design and amenity characteristics to the needs of the community. In order to ensure success over such a long investment horizon - quality of construction, design, and community sustainability features are all imperative considerations during the development process. Because we own and manage all of the communities that we develop, the use of resilient and sustainable materials not only ensures that our residents have a safe and comfortable home, but also helps to reduce long term operational and maintenance costs. Michaels has implemented standards of construction across our portfolio, to ensure each community we provide achieves high standards of resiliency and sustainability over time. These same standards will apply to the 1900 S Mayhill Road development proposal, and are further detailed below. In addition, please note that several photos have been attached to this document, displaying precedent images of the anticipated project design, as well as some of the products and materials described below. Community Overview Our vision for the future of 1900 Mayhill Road transforms this 33-acre land parcel into a thriving mixed-income community. The development proposal features the construction of 360 workforce apartment units that will offer generous living areas and extensive interior amenities. Our proposal includes a total of 82 one-bedroom units, 130 two-bedroom units, 116 three-bedroom units and 32 four-bedroom units ranging in size from 700 square feet to 1,220 square feet. These apartment units will be spread across 12 garden style apartment buildings, further detailed in the conceptual site plan included as Attachment 5 to this application. Construction of the residential buildings will be wood-framed, 3-story buildings on a post-tensioned foundation system designed and engineered to withstand shifting soils over time. In order to prevent homogeneity between the residential buildings at this community, we will develop 5 building variations utilizing distinct exterior material, building styles, massing, composition, and architectural features. These variations will be further detailed in the full set of architectural drawings developed for this community. The preliminary site plan is thoughtfully laid out to create a community that not only fits within the existing neighborhood, but that also creates a sense of ‘place.’ The centerpiece of this community sense of ‘place’ will be the extensive open green space provided at the property, easily accessible from each residential building. In total, the development site will feature over 4 acres of open green space, which will be complimented by extensive landscaping, and outdoor amenities including two children’s play structures, an outdoor swimming pool, dog park, gazebo, sport court, and additional outdoor seating. Furthermore, the apartment community will feature a 5,000 square feet clubhouse, which will include management and leasing offices, a dedicated supportive services classroom and office space for the services provider, a furnished clubroom including a warming kitchen, a fitness center, and a business center, all available to residents free of charge. Sustainability Michaels is a leader in sustainable design and will use our expertise in this area to construct an environmentally- friendly and sustainable community. For over 20 years we have strived to incorporate green building elements into our developments, focusing particularly on those components that have lasting value for building occupants. Please see the list of products below which will be included in the community’s scope of construction: - Light fixtures o All light fixtures will be Energy Star qualified fixtures, fitted with Light Emitting Diode (LED) bulbs o This is applicable to both interior lighting, as well as exterior site lighting. - Plumbing fixtures o All plumbing fixtures will be EPA WaterSense qualified products. o Kitchen faucets shall provide 2.2 gallons per minute (GPM) flow maximums, and a 15-year drip free warranty. - Appliances o All appliances will be Energy Star qualified products; the appliances installed in each apartment unit will include a refrigerator equipped with an ice-maker, an electric range, dishwasher, and garbage disposal. - Insulation o Insulation systems will be installed throughout each building at the property, to ensure maximum energy efficiency of the climate control systems installed. Insulation systems will include Polyisocyanurate foam-plastic board insulation, Glass-fiber blanket insulation, mineral-wool blanket insulation, and Spray-applied cellulosic insulation. - HVAC o Heating and cooling equipment will be 14.5 Seasonal Energy Efficiency Ratio (SEER)/12 Energy Efficiency Ratio (EER) Energy Star qualified, as is required in Texas climate Zone 3. Electricity This construction scope of this property will feature No less than one dedicated 20-amp circuit for each Bathroom, and no less than two 20-amp small appliance branch circuits serving the kitchen. In addition, dedicated circuits will be provided for the following appliances. These circuits shall be sized per the manufacturer’s instructions: - Refrigerators - Electric Range - Electric Water Heater - Electric Furnace / Air Handler - Dishwashers The construction scope of this property will include the installation of comprehensive site lighting throughout; This site lighting will cover all building exteriors, building breezeways, sidewalks, and parking areas at the property. The site lighting will feature both wall pack lighting on building exteriors and breezeways, as well as pole lighting throughout all parking areas and green spaces. Plumbing - Water Quality o Supply systems shall provide for the delivery of potable water through a safe system of piping, free from leaks and other defects and not subject to the hazards of backflow. - Water Lines o All newly installed exterior water lines shall be buried at a minimum depth of 6” below the final grade. o New supply water piping shall be type “L” copper tubing with wrought copper solder joint fittings, PEX, or CPVC. All piping shall be adequately supported to prevent sagging and/or breakage. - Plumbing Fixtures o All plumbing fixtures shall be EPA WaterSense qualified products. o Kitchen faucets shall provide 2.2 gallons per minute (GPM) flow maximums, and a 15-year drip free warranty. - Valves o The main property water line shall have an accessible service shut-off valve located near the main water connection of the property. Each building at the property shall be equipped with functional and accessible shut-off valves. Access panels for each shutoff valve will be provided for maintenance purposes. All valves shall be tested for leaks, and shall be installed pursuant to the manufacturer’s requirements. - Dishwashers o Dishwashers will be installed in each apartment unit, that are a minimum of 24" wide and have 4+ cycles, that are Energy Star qualified and a maximum dB level of 55. - Water Heaters o All Domestic Water Heaters shall have a minimum 30 Gal. storage capacity and be able to supply a continuous flow of hot water of at least 102 degrees F, with gas or electric shut-off valves as well as cold water supply shut-off valves installed and functioning as intended. o Each water heater will be covered by a minimum 5-year warranty. - Garbage Disposals o Each apartment unit will be equipped with an Energy Star qualified garbage disposal; each disposal will be 1/3 HP (minimum) with stainless steel components and non-corrosive casing, controlled by a wall switch Heating, Ventilation, and Air Conditioning Systems - Cooling Equipment o Cooling equipment will be 14.5 Seasonal Energy Efficiency Ratio (SEER)/12 Energy Efficiency Ratio (EER) Energy Star qualified, as is required in Texas climate Zone 3. - Heating Equipment o Heating Equipment will be greater than or equal to 8.2 HSPF/14.5 SEER/12 EER air-source rated heat pump, Energy Star qualified with a dedicated electric backup. - Thermostats o A programmable thermostat will be provided in each apartment unit, and operational instructions shall be provided as a part of a welcome package, distributed to each new resident at the property. The thermostat shall be provided in a central location and not within 3’ of doors, windows, appliances, or televisions and installed not higher than 48” AFF, measured from the center of the thermostat. - Ventilation o Exhaust fans will be installed in the bathrooms and kitchens at each apartment unit at the property; all exhaust fans will be Energy Star qualified. o All fans shall exhaust to the exterior, either through the roof or a gable wall, be mechanically fastened, sealed with duct mastic, insulated to R-6, and have a mechanical damper. Moisture Protection - Each building at the property will be sheathed with weather-resistant Tyvek HomeWrap for the purposes of moisture protection. All penetrations will be sealed or flashed to the exterior Tyvek HomeWrap. Larger exterior penetrations shall be sealed with FlexWrap. - Each window at the property will be sealed with a DuPont flashing membrane, to prevent the intrusion of water into the building interiors - Kickout flashings shall be installed on roof outcroppings, for the prevention of building exterior water damage. - Integrated Exterior Mock-Ups o Mock-ups of the exterior building envelope will be constructed on-site as freestanding temporarily built elements, consisting of all building envelope and moisture-protection products including exterior windows o These exterior building mock-ups will be tested by a nationally recognized testing laboratory (NRTL) according to 29 CFR 1910.7, by a testing agency accredited according to NIST's National Voluntary Laboratory Accreditation Program (NVLAP), or by a testing agency qualified to conduct product testing and acceptable to authorities having jurisdiction, to establish product performance and compliance with specified requirements. Building Exteriors - Masonry o A minimum of 40% of the total net exterior wall area of each building elevation, excluding windows, doors, and related trim shall be masonry. - Roofing o Roof materials for this property will be self-sealing, laminated asphalt fiberglass dimensional shingles that comply with all local building standards over a synthetic felt underlayment. Additionally, we will provide install either a continuous ridge and soffit vents to ensure that proper ventilation of attic areas is achieved. All shingle roofing material that is installed by Michaels will carry a manufacturer’s warranty of not less than 30 years - Signage o The community will feature high quality signage that is specifically designed and coordinated for this project in order to wayfinding for residents and guest, as well as functional in order to enable critical City resources to quickly navigate the community. Windows and Doors - Unit Entry Doors o All unit exterior doors will six panel embossed fiberglass insulated doors with a hollow metal frame - Exterior Patio Doors o All exterior unit patios will be accessible via a sliding glass door with a safety lock bar and a fiberglass screen. - Windows o All exterior windows will be Krestmark 200 vinyl windows o Each window will be installed with LoE high performance glass, which allows light to filter in while keeping the sun’s harmful rays out. In addition, this special glazing saves energy and reduces utility costs by keeping the cool air inside in the summer and the warm air inside in the winter Unit Interiors - Cabinets o Each apartment unit will feature shaker-style painted, wood-veneer-faced cabinets o These cabinets will be custom-fabricated, in accordance with project architectural drawings - Flooring o Vinyl plank flooring will be installed throughout unit interiors with minimum wear layer of 8 mils complemented by a standard 3 1/2-inch wood base profile at all wall and floor intersection locations. o The vinyl plank flooring will be complimented by Acoustamat sound barriers, which will minimize the noise that is transmitted between apartment units. - Countertops o Natural stone countertops will be installed the kitchens and bathrooms of all apartment units Landscaping and Irrigation - Landscaping o Landscaping will be installed throughout the property, consistent with the landscaping requirements for Mixed Use Neighborhood (MN) zoned properties, further defined in the Denton Development Code. The total landscaped area at the property will cover a minimum of 20% of the development impact area, and will feature native tree and plant species. - Irrigation o An irrigation system will be installed at the property to ensure the long-term health of all plant and tree species included in the property’s landscape design. This irrigation system is estimated to feature a total of 8 independently functioning zones, each equipped with an estimated 10 sprinkler heads. These landscaping zones will be distributed around the green space and flower beds at the property. This irrigation system will be further defined in the landscape drawings for the property, which will be submitted to the City of Denton for review prior to the issuance of a building permit. Security - Security Cameras o All buildings and common areas of the property will be wired for 24-hour security monitoring cameras. These cameras will be complimented by the extensive site lighting further described in the electricity section of this document. - Controlled Access System o All of the common areas that are useable afterhours will feature an electronic controlled access system and multi-credential key fobs will be provided for all residents to have access to these areas 24 hours a day. - Unit Entries o All unit entry doors will be secured with a Kwickset 405DL Lever Lockset, and a Kwickset two- sided deadbolt o In addition, each apartment unit will be equipped with a Kwickset 663 one-sided deadbolt; this second dedicated deadbolt is required by Texas code, and will add an additional level of security and privacy for residents Accessibility Design Features Another important aspect of the design for this proposed development is the accessibility features planned for the community. As is required by the Texas Department of Housing and Community Affairs, this Housing Tax Credit property will fully comply with federal regulations including the Americans with Disabilities Act (ADA) of 1990 (42 U.S.C. §§12101 et seq.), the Fair Housing Act Design Manual produced by HUD, and the Texas Accessibility Standards. (§2306.257; §2306.6705(7)). This legislation will require that a minimum of 5% of the total apartment units at the property be fully accessible for mobility impaired persons, and a minimum of 2% of the total apartment units at the property be fully accessible for hearing or visually impaired persons. This equates to a total of 18 ADA accessible units, and 8 hearing / visually impaired units. To ensure compliance with the Fair Housing Act, these units will be equally spread out amongst unit types and building locations at the property. In addition to the accessible features of these select apartment units, the property will feature an accessible route, which will comply with the standards of the Americans with Disabilities Act. This accessible route will provide connectivity for any handicapped individuals residing at the property between ADA accessible units, ADA accessible parking spaces, and all common area amenities including the property clubhouse, mail kiosk, dumpster enclosures, swimming pool, dog park, gazebo, and outdoor green space. This accessible route will enable handicapped individuals to receive the same benefit from the common area amenities and supportive services enjoyed by the other residents of the community. Please note that the property’s compliance with these ADA accessibility requirements and Fair Housing standards will be verified by the Texas Department of Housing and Community Affairs via a final construction inspection, which will be conducted upon construction completion. Please contact Michael Podoloff, Team Leader, Construction Inspections at the Texas Department of Housing and Community Affairs for more information regarding these design requirements pertaining to all Housing Tax Credit Properties in Texas. Michael Podoloff Team Leader, Construction Inspections Michael.Podoloff@tdhca.state.tx.us (512) 475-1643 Third-Party Consultants In order to maintain quality control throughout the construction process, Michaels will engage certified third parties to ensure adequate design and installation of all products, materials, and design elements described above. These third-party professionals will include but are not limited to: - Architect of Record o The architect of record will be responsible for the development of all architectural, structural, plumbing, electrical, and mechanical drawings detailing the design for this apartment community. The architect will need to coordinate all drawings to ensure conformity between the different trades, including the civil drawings for the project. o The architect will also be responsible for drafting a comprehensive landscaping plan for the community, which will contemplate counts and locations of all landscaping, as well as species and policies for upkeep of the landscaping over time to be referenced by the property groundskeeper. - Accessibility Consultants o Accessibility consultants will be asked to verify property compliance with all ADA, Texas Accessibility Standards, and Fair Housing Regulations o These consultants will also assist in implementing accessible design elements which will create an inclusive community - Building Envelope Consultants o These consultants will be engaged to verify correct moisture protection product installation via integrated building exterior mock-up testing. This will effectively limit any possibility of water intrusion into building interiors. o These consultants will also provide ongoing maintenance procedures for these building systems, to ensure proper upkeep of these systems over time. - Civil Engineer o Throughout the design process of this proposed development, a Civil Engineer will be engaged to lead the drafting of complete civil engineering drawings for the property. These drawings will provide details and specifications for water and sewer connections, electricity connections, supporting distribution systems for these utilities, stormwater management systems, as well as any required site work and grading. - Geotechnical Engineer o This engineer will be engaged to perform soil boring tests across the development site, to confirm existing soil conditions o This data is then used to determine the building foundation designs, and also to confirm the site work which will be needed when preparing building pads, to ensure that the structural weight loads of the buildings will be met - Interior Designers o Interior designers will be engaged to assist with final finish selections across unit interiors, building exteriors, and common areas Above all else, Michaels’ goal for the 1900 S Mayhill road property is to create a high-quality housing option for the low and moderate income families of Denton. We believe that this development proposal will create a sustainable, resilient, and highly desirable multifamily housing option that will serve the Denton community for years to come. At Michaels, we continually striving toward a better future for our residents, the communities where they live, our partners, and our team. Through the years, our organization has experienced significant growth, and has led innovation in every sector of residential real estate. But one thing has remained constant: our commitment to crafting development solutions for our partners and our dedication to creating Communities that Lift Lives. NDenton, Texas 01-15-2020 UP#20003 19 0 0 S. MA YHILL R OA D urbanpractice VINYLSingle Hung, Slider & Picture Window Series 200 & 275 The 200/275 Series Single Hung, Slider and Picture Windows are offered with LoE glass. LoE high performance glass with argon gas allows light to fi lter in while keeping the sun’s harmful rays out. In addition, this special glazing saves energy and reduces utility costs by keeping the cool air inside in the summer and the warm air inside in the winter. LoE Glass Performance Data* Single Hung, Slider, Picture Windows - 200/275 Series Glass Single Hung Picture Window Dual 5/8” OA Insulated U-Factor SHGC VT U-Factor SHGC VT Clear air no grilles Clear air w/ grilles E E66 LoE air no grilles 66 LoE air w/grilles E66 LoE argon no grilles E66 LoE argon w/grilles .48 .49 .32 .32 .29 .30 .65 .58 .24 .22 .23 .21 .68 .61 .54 .49 .54 .48 .48 .48 .33 .33 .29 .29 .63 .56 .22 .20 .22 .20 .65 .58 .51 .46 .51 .46 Product lines and their components, building codes, installation techniques and third party certifi cations are constantly evolving. For the most current information, check our website frequently at krestmark.com. AAMA Performance: 3860 - R50, 4060 - R45, 71x72 Twin - R50 * For more Performance data, Energy ratings or additional Glazing Options, go to krestmark.com. Check local juris- dictions for current energy codes. Standard windows meet or exceed 2016 Texas Adopted State Energy Code. Features 1 Multi-chambered fusion welded extruded vinyl frame and sash provides stability and strength, thermal resistant properties, and is extremely low maintenance. 2 Tilt-in removable bottom sash for ease of cleaning has dual sash locks on units 18" and wider reducing air infi ltration, recessed tilt latches, integral lift rail adds strength. 3 Metal reinforced meeting rail for added strength, positive locking and reduces air infi ltration. 4 Sill features a combined sloped and weep system ensuring quick and easy water run off. ■ Integral pre-punched nail fi n adds strength, is a weather tight barrier and ease of installation. ■ Dual weatherstrip system reduces infi ltration to meet or exceed National testing standards. ■ Dual pane 5/8" clear insulated glass with Warm Edge Spacer (type may vary). ■ Block & tackle balances provide smooth operation, locking shoes prevent sash from falling out when tilting for cleaning or removal. Other Options ■ Argon enhanced glass improves energy effi ciency. ■ E66 is a light green tint and provides the most effi cient U & SHGC. ■ LoE E40 is a soft muted blue color to reduce solar glare and heat gain. ■ Tempered obscure, bronze or grey glass; 3/4" dual insulated clear glass, or triple glazed LoE coatings. ■ Factory mulled or stacked units and fi eld mull accessories. For information about measuring and installing new Krestmark windows, visit our web site at krestmark.com 3950 Bastille Road, Suite 100 • Dallas, Texas 75212 • 214-237-5055 • 800.853.3593 • krestmark.com Grille Options One Lite Colonial Prairie Simulated Divided Lite BORAL WINDOWS, LLC D/B/A KRESTMARK VIN 200 2.18 You may qualify for a Tax Credit when you replace your existing windows. For more information, go to energystar.gov. Grille Between Glass Contoured Grille The Series 200 New Construction Window is cleanly designed with a smooth beveled exterior profi le giving it a nice bold appearance. The Series 275 New Construction Window has a profi led exterior simulating wood brickmoulding. Available in Single Hung, Picture Window, Horizontal Slider and Architectural Shapes in White, Pebblestone and Clay. Call out size is ½" larger than window size; a 2030 is 23 ½" X 35 ½". Note: All picture windows, shapes and one-frame glass larger than 30 square feet will come with Tempered Glass as standard for safety reasons. All additional charges for Tempered Glass will automatically be applied. 1 2 3 Color Options White Pebblestone Clay 200 Single Hung Interior 275 Single Hung Exterior with Brickmould Appearance 4 Energy Star® Qualifi cations Climate Zones - U.S. U-Factor SHGC Northern** <0.30 Any Northern** =0.31 >0.35 Northern** =0.32 >0.40 North-Central <0.30 <0.40 South-Central <0.30 <0.25 Southern <0.40 <0.25 ENERGY STAR Residential Windows Version 6.0 specifi cation, effective 1/1/15; **Northern Zone prescriptive, effective 1/1/16. VINYLSingle Hung, Slider & Picture Window Series 200 & 275 Color Shown:Weathered Wood gaf.com LIFETIME SHINGLES LIFETIME SHINGLES Protect your home with Timberline® Shingles — North America’s #1–selling shingles! “ Value & Performance In A Natural Wood-Shake Look” LIFETIME SHINGLES LIFETIME SHINGLES Color Shown:Slate Professional installers have long preferred the rugged, dependable performance that only a Timberline® roof can offer. That’s why Timberline® Shingles with Advanced Protection® Shingle Technology are the #1-selling shingles in all of North America. But performance is only half the story. Since your roof can represent up to 40% of your home’s “curb appeal,” you can improve its resale value with Timberline® Natural Shadow® Shingles from GAF. They’ll give you the upscale, architectural look you want, at a price you can afford! There’s Nothing Quite Like A Genuine Timberline® Roof! GAF Shingles are the Timberline® Shingles— North America’s #1-Selling Shingles! 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Lifetime ltd. transferable warranty with Smart Choice® Protection (non-prorated material and installation labor coverage) for the first ten years.* • Perfect Finishing Touch... Use Timbertex® Premium Ridge Cap Shingles or Ridglass® Premium Ridge Cap Shingles.** TECHNOLOGYTECHNOLOGY ™ Benefits Note: It is difficult to reproduce the color clarity and actual color blends of these products. Before selecting your color, please ask to see several full-size shingles. * See GAF Shingle & Accessory Ltd. Warranty for complete coverage and restrictions. The word “Lifetime” refers to the length of coverage provided by the GAF Shingle & Accessory Ltd. Warranty and means as long as the original individual owner(s) of a single-family detached residence [or the second owner(s) in certain circumstances] owns the property where the shingles are installed. For owners/structures not meeting the above criteria, Lifetime coverage is not applicable. ** These products are not available in all areas. See www.gaf.com/ridgecapavailability for details. † This wind speed coverage requires special installation; see GAF Shingle & Accessory Ltd. Warranty for details. Color Shown: Shakewood LIFETIME SHINGLES LIFETIME SHINGLES Color Shown:Charcoal * See GAF Shingle & Accessory Ltd. Warranty for complete coverage and restrictions. The word “Lifetime” refers to the length of coverage provided by the GAF Shingle & Accessory Ltd. Warranty and means as long as the original individual owner(s) of a single-family detached residence [or the second owner(s) in certain circumstances] owns the property where the shingles are installed. For owners/structures not meeting the above criteria, Lifetime coverage is not applicable. ** GAF Shingles have earned the prestigious Good Housekeeping Seal, which means that Good Housekeeping stands behind these products. (Refer to Good Housekeeping Magazine for its consumer protection policy. Applicable in U.S. only.) 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Color Shown: Hickory Color Shown: Hunter Green (not available in all areas) LIFETIME SHINGLES LIFETIME SHINGLES • Fiberglass asphalt shingle • Lifetime ltd. transferable warranty1 • Smart Choice® Protection for the first 10 years1 • 130 mph ltd. wind coverage2 • StainGuard® Protection3 • UL Listed to ANSI/UL 790 Class A • ASTM D7158, Class H • ASTM D3161 Type 1, Class F • ASTM D3018 Type 1 • ASTM D34624 • Classified in accordance with ICC-ES AC438 • Miami-Dade County Product Control approved5 • Florida Building Code approved • Texas Department of Insurance approved5 • ICC approved5 • ENERGY STAR® certified (U.S. only)6 • Approx. 64 Pieces/Square • Approx. 3 Bundles/Square • Approx. 256 Nails/Square • Exposure: 55/8" GuardStain ALGAE DISCOLORATION ® -*.*5&%8"33"/5: 1 See GAF Shingle & Accessory Ltd. Warranty for complete coverage and restrictions. The word “Lifetime” refers to the length of coverage provided by the GAF Shingle & Accessory Ltd. Warranty and means as long as the original individual owner(s) of a single- family detached residence [or the second owner(s) in certain circumstances] owns the property where the shingles are installed. For owners/structures not meeting the above criteria, Lifetime coverage is not applicable. 2 This wind speed coverage requires special installation. See GAF Shingle & Accessory Ltd. Warranty for details. 3 StainGuard® protection applies only to shingles with StainGuard®-labeled packaging. See GAF Shingle & Accessory Ltd. Warranty for complete coverage and restrictions. 4 Periodically tested by independent and internal labs to ensure compliance with ASTM D3462 at time of manufacture. 5 Applies to some plants. 6 Timberline® Natural Shadow® Arctic White is ENERGY STAR® certified (U.S. only) and rated by the Cool Roof Rating Council. See gaf.com for availability and details. 131⁄4" x 393⁄8" Metric SPECIFICATIONS Timberline® Shingles Are Also The Favorite Of Professional Contractors... • More Referrals... People will know that you’re installing America’s #1-selling laminated shingles! • Less Chance Of Call-Backs... Durable, wind-resistant shingles carry 130 mph ltd. wind coverage.† † This wind speed coverage requires special installation; see GAF Shingle & Accessory Ltd. Warranty for details. GAF Shingles are the Note: It is difficult to reproduce the color clarity and actual color blends of these products. Before selecting your color, please ask to see several full-size shingles. 3 Trademark owned by ACProducts, Inc. ©ACPI SSLITPREMIER 04/19 Printed in the United States of AmericaAdvanta Cabinets products are certified by the Kitchen Cabinet Manufacturers Association. AdvantaCabinets.com Advanta Cabinets is part of the Kitchen Cabinet Manufacturers Association (KCMA) and the National Kitchen and Bath Association (NKBA). The Premier Construction Series carries the ANSI/KCMA A161.1 quality assurance certification. Kitchen Cabinet Manufacturers AssociationEnvironmental Stewardship ProgramAll Products Impact the EnvironmentFor ESP Program Criteria, Visit kcma.org FRONT FRAME 3/4" thick kiln dried solid hardwood: stiles 1-1/2" wide, mulls 3" wide, rails 1-3/4" wide END PANELS Nominal 1/2" (12mm) thick, wood based composite panels dadoed to receive tops and bottoms. Optional upgrade available TOP/BOTTOM PANELS Nominal 1/2" (12mm) thick wood based composite panel with maple grained or white laminate on exterior and interior surfaces for wall cabinets and interior surface for base cabinets. HANGING RAILS Wall cabinets have nominal 1/2" (12mm) thick x 2-7/8" high multi-ply hardwood plywood hanging rail running full cabinet width at top and bottom. Base cabinets have nominal 1/2" (12mm) thick x 2-7/8" high wood based composite panel hanging rail running full cabinet width at top. BACK PANEL Nominal 1/8" (3mm) thick hardboard with maple grained or white interior surface. SHELVES Nominal 5/8" (15mm) thick wood based composite panel with maple grained or white laminate on both faces and matching edgeband on facing edge. Shelves are adjustable in all standard wall and base cabinets. TOE KICK Nominal 1/2" (12mm) thick unfinished wood based composite panel captured between end panels. Toe kick is 4" high and recessed 4". BASE I-BEAM BRACES Two 1/2" thick (12mm) x 2 7/8" wide composite panel braces running full-depth front to back of cabinet, recessed down 1" from top. All braces are glued and stapled at top of cabinet to front frame and hang rail, and dadoed into end panel. DRAWERS Nominal 1/2" (12mm) thick solid wood front, back, and sides with dovetail construction. Drawer bottoms are nominal 1/4" (6mm) multi-ply hardwood inserted and stapled into dado in front, back, and sides. Optional upgrade available DRAWER GUIDES High-quality epoxy coated steel, Cushion-Tec™, side mounted guides, self-adjusting in mounting brackets. Built-in stop, self-closing and stay-closed features with a 75 lb. rated load capacity. Optional upgrade available HINGES Heavy-duty, high-quality steel, concealed 6-way adjustable hinge with self-closing feature. Optional upgrade available 8 9 10 7 6 5 4 3 2 1 11 1 1 2 2 6 6 5 5 3 3 11 11 4 9 10 8 7 PREMIER CONSTRUCTION THE RIGHT CHOICE FOR QUALITY CONSTRUCTION Proposed Apartment Community: 1900 S Mayhill Road Denton, TX 76208 Alignment with City of Denton Objectives The Michaels Development team has performed a thorough review of the Denton 2030 Plan, the Denton Future Land Use Map, the City of Denton’s 2015-2019 Consolidated Plan, The City of Denton 2019/2020 Action Plan, and the City of Denton – Fair Housing Plan and Analysis of Impediments to Housing Choice report. Based on our review of these documents, the proposed apartment community contemplated in this application closely aligns with the priorities and goals described therein. The Denton 2030 Plan provides a course for management of city growth which will improve the quality of life for members of the community in the future. Section 2 of the Denton 2030 Plan describes the preferred uses and development criteria for undeveloped land in Denton, which effectively serve as guidelines for achieving an improved quality of life for members of the community. Specifically, the 2030 plan states that ‘the single most important component of the land use element is the Future Land Use Map (FLUM). By depicting where broad categories of activity should occur, the FLUM serves as a guide in making development and rezoning decisions.” (Denton 2030 Plan, page 38) The FULM, depicted in figure 2.4 of the 2030 plan, designates the intended land use for the subject site of this proposal as ‘Regional Mixed-Use.’ This land use designation applies to areas which serve as regional destinations within the City of Denton. This land use designation specifically allows for moderate to high density residential uses, which aligns closely with this development proposal for a high density, mixed- income apartment community. It is also important to mention that not only does this proposal comply with the intended land use set forth by the Future Land Use Map, but the proposal also complies with the current in-place zoning. This land site is currently zoned as Mixed-Use Neighborhood (MN), which provides for the development of medium to high density multifamily under the Denton Development Code. The land use designation set forth by both the Future Land Use Map and the in-place zoning for this land site clearly indicate that the construction of a modern, mixed-income multifamily apartment community would be a god fit for this particular location. Another important development criterion applicable to land areas designated for Regional Mixed Use under the FLUM is the creation of a ‘sense of place.’ This development proposal includes several features which will be effective in creating a sense of place for community residents for years to come. Specifically, this development proposal features the construction of numerous common area amenities which will be made available to residents free of charge. The centerpiece of these amenities will be the extensive outdoor green space on the property, located directly in the middle of the community’s residential buildings. This outdoor green space makes up over 4 acres of the total development impact area, which will be complimented by extensive landscaping, as well as additional outdoor amenities including a dog park, sport court, two outdoor shaded play structures, an outdoor swimming pool, a gazebo, and additional outdoor seating. This large-scale open green space will serve as an excellent place for residents to gather, perfect for families and children. We believe that this design feature will undoubtedly make residents proud to call this community their home. The City of Denton 2030 Plan provides great detail regarding the recent patterns of growth the City has experienced, and also discusses how these patterns of growth are expected to continue into the future. While growth within a City is usually a good thing, the Denton 2030 Plan talks about the need to grow with purpose. Specifically, Land Use Goal 2 (LU-2) on page 39 of the Denton 2030 Plan sets forth the goal to “Grow with purpose: Achieve re-investment, revitalization, and redevelopment of key growth centers and corridors.” This pertains to our development proposal specifically, as the section of Mayhill road stretching from I-35 to University Drive has been identified as a corridor focus area in Figure 4.1 - the Focus Areas Map Concept. Sub-goal 2.8 of the overall LU-2 goal set forth in the plan calls for City Staff to “promote new development or redevelopment of priority centers and corridors.” (Denton 2030 Plan, page 42) The corridor focus area in which the proposed development site is located benefits from excellent proximity to public transit, services, public schools, retail, and outdoor green amenities. Residents at this proposed apartment community will be located within one quarter mile of the MedPark train station, which provides direct access to the Dallas Metro via the A-Train and Green Line routes. In addition, residents will have easy access to Interstate Highway 35, which provides access to both Dallas and Fort Worth in approximately 45 minutes. As is further detailed in attachment 10 of this application, the proposed development site is also located within a half mile of numerous services and retail outlets, including Kroger Grocery, WalMart Supercenter, and Denton Crossing West shopping center. Furthermore, residents will benefit from their close proximity to the Denton Katy Trail, providing an excellent place for residents to walk, bike, and enjoy the great outdoors. In addition to all of these superb locational amenities, one of the reasons that the section of Mayhill road stretching from Interstate 35 to University Drive was identified as a corridor focus area was due to the planned Mayhill Road improvements, which are currently in process at this time. This roadway expansion, once complete, will help to improve the flow of traffic throughout this growth corridor, providing a huge benefit to residents during their regular commutes to both work and school. All of these locational characteristics make the Mayhill Road corridor focus area an excellent destination for future multifamily development. The mobility section of the Denton 2030 plan sets forth several goals which stress the importance of transit- oriented development patterns. The mobility plan calls for City Staff to “encourage new development to create pedestrian-and bicycle- friendly places.” (Denton 200 Plan, page 183). Specifically, this section of the 2030 plan encourages the support of developments which provide safe, convenient, and direct connections between transit stops and building entrances, and also developments which provide dedicated transit facilities. As is displayed in the preliminary site plan included with this application as attachment 5, this development proposal features the construction of a dedicated on-site bus shelter, adjacent to the community clubhouse. The Michaels Development team has already began conversations with the Denton County Transportation Authority (DCTA), and also Denton Independent School District (DISD) regarding the ability to incorporate this new bus shelter into existing bus routes, both on DCTA’s 2 and 4 bus routes, as well as into DISD’s public school bus routes for Pecan Creek Elementary School and Bettye Myers Middle School. Not only will residents be able to easily walk to the on-site bus stop from their respective residential buildings on the property, but they will also be able to access the Denton MedPark train station and Denton Katy Trail within approximately 0.3 miles of the development site. These locational amenities will allow residents at this proposed apartment community to travel to work, to school, and to enjoy outdoor physical activity without the use of a car. These locational characteristics of our development proposal will help to accomplish Mobility Goal 3 of the Denton 2030 plan, which sets the goal to “Create a transportation network where residents can walk, bicycle, and use other forms of nonmotorized transportation for exercise, recreation, and to get to daily destinations.” (Denton 2030 Plan, page 181) While the discussion of land use designation, transit orientation, and urban design standards are certainly all applicable to development occurring along the Mayhill road corridor, Section 7 of the Denton 2030 plan discussing Housing and Neighborhoods in Denton is particularly important in the consideration of this affordable housing development proposal. The Housing and Neighborhoods section of the 2030 plan discusses the characteristics of the existing housing supply in Denton in great detail; one of the issues that is highlighted throughout is the issue of cost burden. “While housing in Denton, both rental as well as owned housing, is generally more affordable than elsewhere in the region, the incomes of many of Denton’s households are also lower than other areas in the region. As a result, a high proportion of Denton households are considered “cost burdened”, that is, they are paying more than the 30 percent of household income toward housing – the standard of housing affordability. In 2011, nearly 58 percent of renter households and 26 percent of owner households were cost burdened, meaning even “affordable housing” remains too expensive for this group, forcing difficult trade-offs regarding the costs of health care, childcare, and food.” (Denton 2030 Plan, page 193) The 2030 plan addresses this shortage of affordable housing further, and identifies the need to “Expand the availability of affordable housing choices for community members most in need of housing, including those with low incomes and special needs.” (Denton 2030 Plan, page 197) Based on this information, there is without a doubt a tremendous need to address the issues of housing cost burden and a lack of housing choices for very low-income residents in Denton. In the housing needs assessment overview of the Denton 2015-2019 Consolidated Plan, cost burden is identified as the largest housing issue facing the City of Denton. Furthermore, the housing needs assessment states that “Housing cost burden is particularly serious for the extremely low income households (households earning between 0% and 30% HAMFI) because over 66% of these households spend more than 50% of their gross income on housing. These households are extremely vulnerable to having a financial or personal crisis that could lead to homelessness.” (Denton 2015-2019 Consolidated Plan, page 25) Not only this, but “Housing cost burden is also more serious for renters. Of all the households that have cost burden, 77.5% or 11,045 households are renter households and about 93% of the renters with cost burden are low and moderate income households. From the data it can be determined that cost burden is more serious for low and moderate income renters.” (Denton 2015-2019 Consolidated Plan, page 25) This information indicates that very low-income renter households in Denton are impacted most significantly by the issue of housing cost burden. The Denton 2030 plan defines a very-low income household as a household with an annual income no greater than 50 percent of the area median family income. Looking at the income profile of Denton, a significant number of people fall into this category. The City of Denton’s 2015-2019 Consolidated Plan outlines Denton’s income profile as follows: “16.40% of all households have incomes between 0 and 30% of the HUD Area Median Family Income (HAMFI); 13.56% of all households have incomes between 30% and 50% HAMFI; and 17.79% of all households have incomes between 50% and 80% HAMFI.” (Denton 2015-2019 Consolidated Plan, page 20) This proposed apartment community will provide quality, modern rental housing which serves residents earning between 30% of area median income and 80% of area median income. Based on the data stated above, this means that a total of 47.75% of all households in Denton will be eligible to rent an apartment unit at this proposed community. By catering to a wide array of income set asides, this development proposal will make strides in addressing the challenge of housing cost burden in Denton, for both low and moderate income families. When examining the current existing supply of affordable housing in Denton as reported by the Texas Department of Housing and Community Affairs, there are over 4,500 apartment units supported by Housing Tax Credits in the City of Denton. However, this existing housing is in very high demand. The subsidized housing which makes up a portion of this total is currently subject to a sizable waitlist; The Denton 2030 plan confirms that there are “approximately 1,500 people on waiting lists, which will span at least five years, for these affordable housing units.” (Denton 2030 Plan, page 196) Michaels Development also conducted a market survey of the six Housing Tax Credit properties closest to the proposed development site, and found that the overall rate of occupancy for these apartment communities was in excess of 95%. These market characteristics confirm that while there is a significant amount of existing Housing Tax Credit units in Denton, this supply still has not met the corresponding level of demand. Another characteristic of the existing inventory of rent-restricted affordable housing is that the vast majority of these apartment units do not serve very low-income tenants, defined as those earning 50% of area median income (AMI) or less. This theme applies to the existing Housing Tax Credit properties located in close proximity to the proposed development site. Of the six properties listed in attachment 6 of this application, only two offer apartment units with rents restricted at 50% of area median income or less. The Denton 2015-2019 Consolidated Plan furthers this point by stating “There is not sufficient housing in Denton for low- to moderate-income households. According to the HUD data, there are 6,550 extremely low income households with incomes less than or equal to 30% of the Area Median Income (AMI) and only 475 renter units (are) affordable to this group.” (Denton 2015-2019 Consolidated Plan, page 49) This data unquestionably supports the fact that while there is a sizable supply of Housing Tax Credit units in the City of Denton, few of these apartment units serve the very low- income families of Denton. Historically, the Housing Tax Credit program has required developers to restrict rents to 60% of area median income or lower. This has led many affordable housing developers to provide apartment units restricted at no lower than 60% of AMI, in order to maintain the financial feasibility of their properties. However, a new program initiative called income averaging was introduced to the Housing Tax Credit program for the first time in 2018. This new initiative will allow developers to restrict apartments rents anywhere between 30% and 80% of area median income, as long as the overall income ‘average’ of the property is no higher than 60% of AMI. This new program initiative will allow future developments to provide apartment units restricted at the very-low income levels of 30%, 40%, and 50% of AMI, while still maintaining project financial feasibility by balancing these very low-income units with 70% and 80% AMI units. This proposal for a mixed-income apartment community will capitalize on the new Housing Tax Credit income averaging initiative to effectively address the need for high quality housing choices for very low-income families in Denton, especially those earning less than 50% of Area Median Income. Specifically, this proposed apartment community will provide a total of 36 units restricted for those earning less than 30% of area median income, 36 units restricted at 40% of AMI, and 35 units restricted at 50% of AMI. These newly constructed, modern apartment units will provide an excellent housing choice for low-income families in the community, and assist in alleviating the cost burden that those families and individuals are currently experiencing. Furthermore, the apartment units restricted at 70% and 80% of area median income included in this proposal will provide a great housing choice for residents who have historically been caught in-between an income level which is low enough for them to access affordable housing, and an income level which is sufficient for them to afford a high quality apartment or single family home without becoming cost-burdened. The Denton 2015-2019 Consolidated Plan also provides a narrative discussing the barriers to affordable housing development that currently exist. Overall, the consolidated plan confirms that the high inventory of existing affordable housing indicates that barriers to Housing Tax Credit development in Denton are low. However, the consolidated plan also states that the Denton City Staff should take action to ensure that these barriers to affordable housing remain low, to allow for the construction of additional Housing Tax Credit units to meet the demand existing in the community. Specifically, the consolidated plan states that City Staff should “Promote development of higher density housing as part of mixed-use development in Denton’s urban core, including Downtown, the Downtown and Neighborhood/University Transition Areas, and in designated centers and corridors outside the urban core,” in order to “Expand the availability of affordable housing choices for community members most in need of housing, including those with low incomes and special needs.” (Denton 2015-2019 Consolidated Plan, page 61) While it is true that affordable housing development has been taking place for many years in Denton, the demand for affordable housing remains high. In order to address this need, and improve the housing choices available to the low-income families of Denton, it is necessary for the City of Denton to continue to support proposals for the construction of affordable housing communities. This proposal not only will make strides in addressing these housing needs, but it also proposes development in an area which has been specifically identified by the Future Land Use Map as a corridor focus area, where development of moderate to high density housing has been identified as a preferred land use. The high quality of construction planned for this property, as well as the extensive apartment unit and common area amenities included in the proposed design will ensure that this apartment community will remain a highly desirable place to live for many years to come. Not only this, but the design features of this community will effectively create a sense of place which future residents will benefit from each day, that will also contribute to the character and quality of urban design in the City of Denton. Furthermore, this community will be supported by an experienced management staff, who will administer extensive resident supportive services, contain security concerns, and provide excellent customer service to future residents. Overall, all of these community features will create a highly desirable living environment for residents, that will empower them to achieve independence over time. The Michaels Development team looks forward to working with the City of Denton to make this proposed apartment community become a reality. Thank you for your time and for your consideration! 1900 S Mayhill Road Denton, TX PRO FORMA Unit Description AMI Restriction Number of Units Square Feet Total Square Feet Projected Rents Rent per SqFt Monthly Income Annual Income Unit Mix One Bedroom - One Bathroom 30% 8 700 5,600 $ 421 $ 0.60 $ 3,368 $ 40,416 Two Bedroom - Two Bathroom 30% 13 952 12,376 499 0.52 6,487 77,844 Three Bedroom - Two Bathroom 30% 12 1,172 14,064 569 0.49 6,828 81,936 Four Bedroom - Two Bathroom 30% 3 1,220 3,660 618 0.51 1,854 22,248 One Bedroom - One Bathroom 40% 8 700 5,600 577 0.82 4,616 55,392 Two Bedroom - Two Bathroom 40% 13 952 12,376 686 0.72 8,918 107,016 Three Bedroom - Two Bathroom 40% 12 1,172 14,064 785 0.67 9,420 113,040 Four Bedroom - Two Bathroom 40% 3 1,220 3,660 859 0.70 2,577 30,924 One Bedroom - One Bathroom 50% 8 700 5,600 733 1.05 5,864 70,368 Two Bedroom - Two Bathroom 50% 13 952 12,376 873 0.92 11,349 136,188 Three Bedroom - Two Bathroom 50% 12 1,172 14,064 1,001 0.85 12,012 144,144 Four Bedroom - Two Bathroom 50% 3 1,220 3,660 1,100 0.90 3,300 39,600 One Bedroom - One Bathroom 60% 26 700 18,200 888 1.27 23,088 277,056 Two Bedroom - Two Bathroom 60% 39 952 37,128 1,060 1.11 41,340 496,080 Three Bedroom - Two Bathroom 60% 34 1,172 39,848 1,217 1.04 41,378 496,536 Four Bedroom - Two Bathroom 60% 11 1,220 13,420 1,341 1.10 14,751 177,012 One Bedroom - One Bathroom 70% 16 700 11,200 990 1.41 15,840 190,080 Two Bedroom - Two Bathroom 70% 26 952 24,752 1,182 1.24 30,732 368,784 Three Bedroom - Two Bathroom 70% 23 1,172 26,956 1,357 1.16 31,211 374,532 Four Bedroom - Two Bathroom 70% 6 1,220 7,320 1,498 1.23 8,988 107,856 One Bedroom - One Bathroom 80% 16 700 11,200 1,138 1.63 18,208 218,496 Two Bedroom - Two Bathroom 80% 26 952 24,752 1,359 1.43 35,334 424,008 Three Bedroom - Two Bathroom 80% 23 1,172 26,956 1,563 1.33 35,949 431,388 Four Bedroom - Two Bathroom 80% 6 1,220 7,320 1,727 1.42 10,362 124,344 Total/Average 60% 360 989 356,152 $ 1,066 1.09$ $ 383,774 $ 4,605,288 Income Per Unit Total Gross Potential Income 12,792$ 4,605,288$ Apartment Vacancy Expense 7.00%Apartment Vacancy (895) (322,370) Total Rental Income 11,897$ 4,282,918$ Other Income Miscellaneous 143$ 51,300$ Total Other Income 143$ 51,300$ Effective Gross Income 12,039$ 4,334,218$ Expenses Per Unit Total Operating Costs Marketing 76$ 27,500$ Administrative 511 184,124 Insurance 440 158,400 Payroll 1,308 471,027 Utilities 1,069 384,778 Repairs, Maintenance, and Turnover 752 270,750 Total Operating Costs 4,157$ 1,496,579$ Operating Costs Less Utilities & Insurance 2,648$ 953,401$ Non-Operating Costs Management Fee 367$ 132,134$ Property Tax 693 249,539 Replacement Reserves 250 90,000 Total Non-Operating Costs 1,310$ 471,673$ Total Expenses 5,467$ 1,968,252$ Net Operating Income Per Unit Total 6,572$ 2,365,965$ THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) INDEPENDENT AUDITOR’S REPORT AND CONSOLIDATED FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2018 The report accompanying these financial statements was issued by BDO USA, LLP, a Delaware limited liability partnership and the U.S. member of BDO International Limited, a UK company limited by guarantee. THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) DECEMBER 31, 2018 TABLE OF CONTENTS Page Independent Auditor’s Report ............................................................................................. 1 - 2 Consolidated Financial Statements Consolidated Balance Sheet ............................................................................................. 3 Consolidated Statement of Income and Comprehensive Income .................................... 4 Consolidated Statement of Partners’ Capital ................................................................... 5 Consolidated Statement of Cash Flows ........................................................................... 6 Notes to Consolidated Financial Statements ................................................................... 7 - 19 BDO USA, LLP, a Delaware limited liability partnership, is the U.S. member of BDO International Limited, a UK company limited by guarantee, and forms part of the international BDO network of independent member firms. BDO is the brand name for the BDO network and for each of the BDO Member Firms. 1 Tel: 856-797-1218 Fax: 856-797-1219 www.bdo.com 11 Eves Drive, Suite 200 Marlton, NJ 08053 Independent Auditor’s Report The Partners The Michaels Development Company I, L.P. (the Company) Marlton, New Jersey We have audited the accompanying consolidated financial statements of The Michaels Development Company I, L.P. (A Limited Partnership), which comprise the consolidated balance sheet as of December 31, 2018, and the related consolidated statements of income and comprehensive income, partners’ capital and cash flows for the year then ended, and the related notes to the consolidated financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion. 2 Basis for Qualified Opinion As more fully described in Note 2 to the consolidated financial statements, the Company’s consolidated financial statements do not include the accounts of certain related party partnerships and companies that the Company has determined are variable interest entities and in which the Company holds a variable interest and is the primary beneficiary. In our opinion, the Company’s consolidated financial statements should include the accounts of the variable interest entities to conform with accounting principles generally accepted in the United States of America. Quantification of the effects of this departure from generally accepted accounting principles on the financial position, results of operations, and cash flows of The Michaels Development Company I, L.P. (A Limited Partnership) is not practicable. Qualified Opinion In our opinion, except for the effects of not including the accounts of the variable interest entities in the accompanying consolidated financial statements as explained in the Basis for Qualified Opinion paragraph, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of The Michaels Development Company I, L.P. (A Limited Partnership) as of December 31, 2018 and the results of its operations, changes in its partners’ capital and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. March 18, 2019 CURRENT ASSETS Cash and cash equivalents $ 5,851,264 Investments 9,986,675 Development fees receivable 17,319,157 Advances to housing development partnerships and companies 7,816,347 Advances, notes and loans receivable 44,436 Total current assets 41,017,879 OTHER ASSETS Development fees receivable 32,533,591 Advances to housing development partnerships and companies, net 9,037,174 Advances, notes and loans receivable 119,291 Prepaid fees 20,833 Total other assets 41,710,889 Total Assets $ 82,728,768 CURRENT LIABILITIES Accounts payable and accrued expenses $ 885,798 Total current liabilities 885,798 COMMITMENT AND CONTINGENCY PARTNERS' CAPITAL Partners' capital 81,905,696 Accumulated other comprehensive loss (62,726) Total partners' capital 81,842,970 Total Liabilities and Partners' Capital $ 82,728,768 ASSETS THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) CONSOLIDATED BALANCE SHEET DECEMBER 31, 2018 LIABILITIES AND PARTNERS' CAPITAL The accompanying notes are an integral part of these financial statements. 3 Revenue Development fee revenue $ 19,019,542 Other revenue 140,824 Total revenue 19,160,366 Operating expenses Advertising 30,350 Overhead expense 1,890,708 Construction services expense 1,880,207 Consulting expense 48,265 Development costs and expense 4,240,751 Bad debt expense 398,715 Dues and subscriptions 37,613 Education expense 10,234 Entertainment and meals 70,130 Fees and licenses 48,770 Health insurance 312,010 Taxes and insurance 48,334 Professional fees 267,099 Miscellaneous expenses 1,620 Office expense 125,759 Payroll, payroll taxes and employee benefits 5,316,464 Political contributions 19,150 Rent and other leasing expense 130,767 Travel 364,058 Telephone 33,031 Total operating expenses 15,274,035 Income before other income (expenses) 3,886,331 Other income (expenses) Interest income 502,338 Interest expense (242,603) Realized loss on sale of investments (8,257) Total other income 251,478 NET INCOME 4,137,809 Other Comprehensive Loss Unrealized holding loss on available-for-sale securities (104,586) Total other comprehensive loss (104,586) COMPREHENSIVE INCOME $ 4,033,223 THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) CONSOLIDATED STATEMENT OF INCOME AND COMPREHENSIVE INCOME YEAR ENDED DECEMBER 31, 2018 The accompanying notes are an integral part of these financial statements. 4 Balance, January 1, 2018 $ 75,818,058 $ 41,860 $ 75,859,918 Net income 4,137,809 - 4,137,809 Contribution from partner 2,000,000 - 2,000,000 Distribution (50,171) - (50,171) Other comprehensive loss Unrealized holding loss on available-for-sale securities - (104,586) (104,586) Balance, December 31, 2018 $ 81,905,696 $ (62,726) $ 81,842,970 Other Accumulated THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) CONSOLIDATED STATEMENT OF PARTNERS’ CAPITAL YEAR ENDED DECEMBER 31, 2018 TotalIncome (Loss) Comprehensive Capital Partners' The accompanying notes are an integral part of these financial statements. 5 OPERATING ACTIVITIES Net income $ 4,137,809 Adjustments to reconcile net income to net cash utilized by operating activities: Bad debt expense 398,715 Realized loss on sale of investments 8,257 Changes in: Development fees receivable (5,584,335) Prepaid fees 25,000 Accounts payable and accrued expenses (41,971) Net cash utilized by operating activities (1,056,525) INVESTING ACTIVITIES Purchases of investments (2,402,404) Sales of investments 2,240,045 Advances made to housing development partnerships and companies (15,884,194) Advances collected from housing development partnerships and companies 17,363,309 Advances, notes and loans made (38,635) Advances, notes and loans receivable collected 418,406 Net cash provided by investing activities 1,696,527 FINANCING ACTIVITIES Proceeds from line of credit 4,000,000 Repayments on line of credit (4,000,000) Distribution to partner (50,171) Contribution from partner 2,000,000 Advances, notes and loans received from affiliate 8,990,000 Advances, notes and loans repaid to affiliate (8,990,000) Net cash provided by financing activities 1,949,829 INCREASE IN CASH AND CASH EQUIVALENTS 2,589,831 Cash and cash equivalents, beginning of year 3,261,433 Cash and cash equivalents, end of year $ 5,851,264 SUPPLEMENTAL CASH FLOW INFORMATION: Cash paid for interest $ 217,603 THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) CONSOLIDATED STATEMENT OF CASH FLOWS YEAR ENDED DECEMBER 31, 2018 The accompanying notes are an integral part of these financial statements. 6 THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 7 1. NATURE OF OPERATIONS The Michaels Development Company I, L.P. (the Company) was formed as a limited partnership and has developed through new construction or rehabilitation more than $4.5 billion in affordable housing since 1973. The Company is an innovator in low income, senior, student and market rate rental housing, as well as home ownership and military housing. The Company has developed properties in 35 states, Washington, D.C. and the Virgin Islands, in urban, suburban and small town communities. The Company is involved from concept to completion including market evaluations, design, site acquisition, municipal approval, management and coordination with local, state and federal government. The general partner is The Michaels Development Holding Company, L.L.C., a single member L.L.C. owned by Michael J. Levitt. The Company conducts the majority of its business with other entities that are controlled by Michael J. Levitt. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of consolidation The Company consolidates entities that are wholly owned. The consolidated financial statements include The Michaels Development Company 2, LLC, a wholly owned subsidiary. Estimates The preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reporting amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents At December 31, 2018, cash and cash equivalents were held at one financial institution. The cash accounts were insured by the Federal Deposit Insurance Corporation up to $250,000 per deposit institution through December 31, 2018. The Company believes it is not exposed to any significant credit risk on its uninsured cash. The Company mitigates this risk by monitoring the credit rating of its bank and depositing funds with a major financial institution. For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with an initial maturity of three months or less to be cash equivalents. THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 8 Advertising Advertising costs are charged to expense when incurred. For the year ended December 31, 2018, such expenses were $30,350. Development fees Development fee revenue is earned on each housing development, as a percentage of the total development fee, as certain bench marks are met including allocation of tax credits, initial closing and placed in service. Total development fee revenue is computed in accordance with the development services agreements between the Company and respective housing development partnerships and companies. During 2018, the Company recognized $19,019,542 in development fee revenue. The timing of the collectability of development fees receivable of $49,852,748 is dependent upon achieving certain benchmarks on the individual housing development partnerships and companies. Receivables and advances Trade receivables and advances are carried at their estimated collectible amounts. The Company evaluates all receivables and advances for collectability. Amounts determined to be uncollectible are written off. As of December 31, 2018, allowance for doubtful accounts amounted to $1,961,690. The Company believes the remaining receivables and advances, including development fees receivable and advances to housing development partnerships or companies described in Note 5 and Note 6, are fully collectible from the respective developments’ annual net cash flow from operations, development sources, refinancing of long-term debt, owner advances or sale of the developments’ real property. Marketable securities Available-for-sale securities are recorded at fair value in investments on the consolidated balance sheet, with the change in fair value during the year excluded from net income (loss) and recorded as a component of other comprehensive income. The Company does not have any held-to- maturity or trading securities. THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 9 Fair value measurement The Company follows the accounting requirements related to fair value measurements. Such accounting requirements established a framework for measuring fair value and a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy consists of three broad levels: Level 1: Inputs are quoted prices in active markets that are unadjusted and accessible for identical assets or liabilities. Level 2: Inputs are quoted prices for similar assets or liabilities in an active market, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable and market- corroborated inputs which are derived principally from or corroborated by observable market data. Level 3: Inputs are derived from valuation techniques that are both significant to the fair value measurement and unobservable. The following is a description of the valuation methodologies used for investments measured at fair value at December 31, 2018: Level 1 Fair Value Measurements Money market mutual funds, U.S. Treasury bonds, and common stocks are valued based on quoted prices in active markets. Level 2 Fair Value Measurements Fixed income securities are valued based on pricing models derived from observable market data. Variable interest entities In accordance with generally accepted accounting principles, the financial statements of a company that has a controlling financial interest through means other than voting rights may require consolidation. Under the provisions related to consolidation of variable interest entities, the Company evaluates consolidation of affiliates and housing development partnerships and limited liability companies (the developments) for variable interest entity (VIE) purposes. In general, a VIE is an entity that either (a) does not have equity investors with voting rights or (b) does not have equity investors that provide sufficient financial resources for the entity to support its activities. THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 10 Michael J. Levitt is the general partner or managing member of a majority of the developments that are being developed by the Company. The Company’s involvement, in the ordinary course of its real estate development business, with these developments includes providing development financing and substantial guarantees of construction completion. Management has determined that a development is a VIE when a development has not yet secured debt and/or equity financing because the development does not have sufficient equity at risk to finance its activities without the additional financial support of the Company. The Company, because it provides a controlling financial interest and has both the power to direct the activities of the VIE that most significantly impacts its economic performance and has an obligation to absorb losses of the development that could potentially be significant to the VIE, has a variable interest in the development. Management has also determined that the Company is the primary beneficiary of several developments that meet the above criteria as a VIE and that these VIEs should be consolidated in the financial statements of the Company; however, management has elected not to consolidate them because management asserts that it would be confusing and misleading. This is a departure from generally accepted accounting principles, the financial statement impact of which has not been determined. Income taxes Income or loss of the Company is allocated to the partners based on their ownership interests. No income tax provision has been included in the consolidated financial statements since income or loss of the Company is required to be reported by the respective partners on their income tax returns. As of December 31, 2018, the Company did not identify any uncertain tax positions taken or expected to be taken on an income tax return which would require adjustment to or disclosure in its financial statements. In addition, the Company believes its tax status as a pass through entity would be sustained under federal, state, or local income tax examination. Generally, the Company is potentially subject to federal, state, and local income tax examinations for three years. Subsequent events The Company has evaluated subsequent events through March 18, 2019, which is the date its consolidated financial statements were available to be issued. 3. INVESTMENTS - MARKETABLE SECURITIES Investments consist of available-for-sale securities Estimated Unrealized Fair Description Cost (Loss)Value Corporate bonds $ 1,960,471 $ (36,456) $ 1,924,015 U.S. Treasury bonds 2,008,100 (14,868) 1,993,232 International bonds 234,407 (698) 233,709 Mortgaged backed securities 144,606 (955) 143,651 Total fixed income $ 4,347,584 $ (52,977) $ 4,294,607 Mutual funds-money market 5,265,513 - 5,265,513 Common stocks 436,304 (9,749) 426,555 Total $ 10,049,401 $ (62,726) $ 9,986,675 At December 31, 2018, investments classified as available-for-sale mature as follows Within 1-5 5-10 Description 1 Year Years Years Corporate bonds $ 154,313 $ 1,150,623 $ 619,079 U.S. Treasury bonds - 1,132,280 860,952 International bonds 124,589 109,120 - Mortgaged backed securities - 143,651 - Total fixed income $ 278,902 $ 2,535,674 $ 1,480,031 Mutual funds-money market 5,265,513 - - Common stocks 426,555 - - Total $ 5,970,970 $ 2,535,674 $ 1,480,031 11 The available-for-sale securities consist of money market mutual funds,common stock and fixed income securities. At December 31, 2018, amortized cost and estimated fair value of the investments are as follows: Maturity THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 4. FAIR VALUE MEASUREMENTS Level 1 Level 2 Total Investments : Corporate bonds $ - $ 1,924,015 $ 1,924,015 U.S. Treasury bonds 1,993,232 - 1,993,232 International bonds - 233,709 233,709 Mortgaged backed securities - 143,651 143,651 Mutual funds-money market 5,265,513 - 5,265,513 Common stocks 426,555 - 426,555 Total $ 7,685,300 $ 2,301,375 $ 9,986,675 THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 As of December 31, 2018, the Company had certain investments subject to fair value measurements. The following table sets forth, within the fair value hierarchy, the Company’s assets measured at fair value on a recurring basis at December 31, 2018: 12 5. DEVELOPMENT FEES RECEIVABLE/RELATED PARTIES 11 Crown Street Associates, LLC $ 903,118 45th Cottage LLC 200,417 Ainger Place Associates, LLC 695,709 Baxter Park South Associates, L.P. 431,594 Bentleyville Preservation LLC 384,444 Boulder Osage, LLC, Boulder Nest, LLC and Boulder Thunderbird, LLC 256,663 Branch Townhomes II Urban Renewal LLC 421,518 Branch Village Associates Urban Renewal LLC 701,500 Branch Village Senior 1, LLC 1,695,200 Brigantine Preservation Associates, LP 140,362 Oakdale Apartments, LP 134,628 Carling, LLC 546,094 Centerville Lowrise Urban Renewal, LLC 320,960 Cooper Plaza Associates LLC 361,739 Courtyard Preservation, LP 3,039,004 Crestview Preservation One LLC 368,795 Croixville Preservation Associates, LP 258,572 Driftwood Preservation, Ltd. 287,141 East Kapolei II Phase 1, LLC 877,584 East Kapolei II Phase 2, LLC 1,135,466 East Kapolei II Phase 3, LLC 948,221 East Kapolei II Phase 4, LLC 525,000 Egg Harbor Township Family Associates, LLC 1,062,597 El Camino Real Associates, LLC 1,882,359 Germantown 1, LLC 389,763 Glennview Townhouses II Urban Renewal Associates, LP 539,678 Jordan Downs Phase 1B, L.P.1,214,287 Kamakana Family Phase 1, LLC 740,090 Kamakana Senior, LLC 866,037 KPT Towers 1, LLC 1,654,461 Legends C-3, LLC 195,550 Continued Development fees receivable are unsecured non-interest bearing obligations from related party partnerships and companies for services performed by the Company. The receivables do not have specified maturity dates, but are expected to be paid as described in Note 2. As of December 31, 2018, the receivables consisted of the following: THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 13 THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 5. DEVELOPMENT FEES RECEIVABLE/RELATED PARTIES (Continued) Lincoln Towers Associates, LLC $ 1,255,616 Living Springs Senior Residence, LLC 260,795 Lorena Apartments, A California Limited Partnership 932,200 Mainstreet Preservation, LLC 1,038,707 Marshall 1232, LLC 833,255 McGuire Garden Associates LLC 689,966 Montgomery Gardens Family Phase 1 Urban Renewal Associates, LP 2,237,281 Montgomery Senior Living Center Urban Renewal Associates, LP 928,951 Morgan Village Urban Renewal Associates, L.P.678,940 New Horizons Phase I Urban Renewal Associates, L.P.1,811,475 Palmdale TOD Apartments, L.P.389,974 Peachtree Road Senior Tower, LLC 623,700 Piedmont Senior Tower, LLC 880,765 Reddick Street Associates 1, LP 384,386 The Renaissance at Allendale, LP 245,828 Skyline Gardens Apartments Preservation, LLC 2,149,548 Somerset Brownstones Urban Renewal Associates, LP 520,000 South Capitol Improvements, LLC 429,958 Spring Garden Development Associates, L.P.637,509 Springwood Avenue Associates, LP 1,290,973 Spruce Senior Center Urban Renewal Associates, LP 743,153 Sugar Estates Associates, LP 1,541,694 Toms River Associates, LLC 1,265,714 Tulane Revitalization 1, LP 336,139 Tulane Revitalization 2, LP 457,735 Walnut Street Associates, LLC 185,319 West Maypole, L.P.757,900 Whatcoat Village Associates, LLC 302,436 WHP Village, LLC 1,357,649 WHP Homes, LLC 360,000 Other 1,146,631 Total development fees receivable 49,852,748 Less: Current portion of development fees receivable (17,319,157) Development fees receivable, long-term $ 32,533,591 14 6. ADVANCES TO HOUSING DEVELOPMENT PARTNERSHIPS AND COMPANIES/RELATED PARTIES 11 Crown Street Associates, LLC $ 1,214,772 1800 Davis Associates, LLC 130,291 Bentleyville Preservation LLC 168,181 BMT-1, LLC 260,000 Branch Townhomes II Urban Renewal LLC 132,769 Centerville Lowrise Urban Renewal, LLC 343,136 Cooper Plaza Associates LLC 575,843 Crestview Preservation One LLC 170,270 East Kapolei II Phase 2, LLC 210,000 East Kapolei II Phase 3, LLC 205,000 East Kapolei II Phase 4, LLC 860,000 Egg Harbor Family 2 Urban Renewal, LLC 165,644 El Camino Real Associates, LLC 183,184 Halewai'olu Senior Development, LLC 433,007 Highland View Apartments TC, L.P.162,332 Jordan Downs Community Partners, LLC 580,000 Kenilworth-Parkside Revitalization Company, LLC 748,751 Latimer-King Associates, L.P.274,469 Marlton Note Fund, LLC 130,000 Marshall 1232, LLC 163,500 McGuire Garden Associates LLC 616,025 Oakland Housing Investors, L.P.3,703,500 Peachtree Road Senior Tower, LLC 253,370 Rebelwood Apartments TC, L.P.199,783 Red Star Commerical LLC 140,300 Rosemont Tower, LLC 440,342 Somerset Brownstones Urban Renewal Associates, LP 755,295 Sunflower Lane Apartments TC, L.P.182,828 Toms River Associates, LLC 530,000 Village Green Apartments TC, L.P.222,583 Wall Street Tower Limited Partnership 2,500,000 Other, net 198,346 Total advances to housing development partnerships and companies 16,853,521 Less: Current portion of advances to housing development partnerships and companies (7,816,347) Advances to housing development partnerships and companies, long-term $ 9,037,174 15 THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 Advances have been made to housing development partnerships and companies in which the Company currently has, or formerly had, a related party interest. These unsecured advances include initial filing fees to government agencies, construction and development cost advances and working capital advances to operating projects and related entities. The majority of these advances bear interest on the unpaid balance at the prime rate (5.50 percent as of December 31, 2018) plus two percent. Interest is not recognized until the timing of its collection can be reasonable assured. The advances do not have specified maturity dates, but are expected to be repaid as described in Note 2. As of December 31, 2018, the advances, net of the allowance for doubtful accounts, consisted of the following: THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 16 7. ADVANCES, NOTES AND LOANS RECEIVABLE/RELATED PARTIES Advances, notes and loans receivable are unsecured, non-interest bearing, and due from various individuals, related party partnerships and corporate entities. The advances do not have specified maturity dates and consist of the following: Current Long-term Deposits $ - $ 79,291 Accrued interest receivable 44,436 40,000 $ 44,436 $119,291 8. LINES OF CREDIT The Company and Interstate Realty Management Company (IRM), a related party, (the Borrowers) have a maximum line of credit of $20,000,000 with PNC Bank, N.A. Under the revolving line of credit, the Borrowers may request PNC Bank, N.A. to issue standby letters of credit for the benefit of the Borrowers and their respective affiliates, in lieu of, or in combination with, cash advances. The face amount of each standby letter of credit shall reduce the amount available for advances under the revolving line of credit. In addition, the available balance is also reduced by a line of credit made available by PNC Bank, N.A, to an affiliate in the amount of $1,000,000 under the terms of certain letter agreements. As of December 31, 2018, outstanding and unused letters of credit in the aggregate amount of $6,136,961 (See Note 9) and available line of credit to an affiliate of $1,000,000 have reduced the amount available for advances on the line of credit to $12,863,039. No amount has been drawn on the line of credit as of December 31, 2018. The available line of credit may also be reduced to the extent the Borrowers do not maintain a certain minimum margin value of $5,000,000 under the terms of a Pledge Agreement. The line is secured by the business assets and receivables of the Borrowers. The line of credit expires in November 2019. Under the line of credit, the Borrowers must maintain certain financial covenants which include maintaining an aggregate tangible net worth of $50,000,000 and unrestricted liquidity of $5,000,000 on a combined basis. As of December 31, 2018, the Borrowers were in compliance with such covenants. Interest is due on the unpaid balance at a variable base rate plus one percent or LIBOR plus 2.75 percent at the option of the Borrowers (5.03 percent as of December 31, 2018). THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 17 During 2017, the Company incurred fees of $50,000 to extend the PNC Bank, N.A., line of credit through November 2019. Fees of $25,000 were expensed and classified as interest expense on the consolidated statement of comprehensive income. As of December 31, 2018, accumulated amortization amounted to $ 29,167. Fees of $20,833 will be expensed over the remaining term of the line of credit, and is included in prepaid fees on the consolidated balance sheet as of December 31, 2018. 9. LETTERS OF CREDIT Pursuant to the terms of the mortgage loan, commitment and/or other documents of certain housing development partnerships, companies and other related party entities, the Company and general partner are guarantors for 9 letters of credit held by PNC Bank, N.A. issued on behalf of the partnership, companies and other entities. The letters of credit may be drawn upon if the requirements of the mortgage loan, commitment and/or other documents are not met, including failure to fund certain reserves and failure to complete housing project developments. As of December 31, 2018, the letters of credit were unused and outstanding in the aggregate amount of $6,136,961. The letters of credit expire in 2019. 10. RELATED PARTY TRANSACTIONS Interstate Realty Management Company (IRM), Michaels Management Services, Inc. (MMS), Continental Mortgage Corp. (CMC), Riverside Capital, LLC, Prestige Building Company LLC and The Michaels Organization LLC (TMO) are controlled by Michael J. Levitt. Payroll related accounts reflect amounts paid to IRM as reimbursement for actual wages paid to personnel, actual health insurance premiums paid for personnel and matching contributions to employee retirement plans (See Note 11) plus a percentage for payroll taxes and workers' compensation insurance. Accounts payable to IRM for payroll costs were $207,453 as of December 31, 2018, and are included in accounts payable and accrued expenses on the consolidated balance sheet. TMO performs administrative duties on behalf of affiliates controlled by Michael J. Levitt. The Company incurred overhead expenses of $1,890,708 which are based on an allocation of administrative expenses to the Company for the year ended December 31, 2018. During 2018, construction management service expense includes $1,880,207 paid to Prestige Building Company LLC for construction advisory services. THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 18 During 2018, the Company reimbursed MMS for aviation services billed by a third party in the amount of $148,442 which is included in travel on the consolidated statement of income and comprehensive income. During 2018, CMC made unsecured advances to the Company. Interest incurred for 2018 amounted to $153,525 which is included in interest expense on the consolidated statement of income and comprehensive income. The Company receives interest income on advances for housing developments controlled by Michael J. Levitt that were developed by the Company. During 2018, interest income on advances amounted to $283,396 and is included in interest income on the consolidated statement of income and comprehensive income. The Company leases office space from P and ML Associates Limited Partnership, a related party controlled by Michael J. Levitt, with an initial lease period from January 1, 2009 to December 31, 2013. The Company exercised an option to renew the lease for an additional five year term from January 1, 2014 to December 31, 2018. As defined in the lease agreement, the Company shall make annual rent payments, payable in equal monthly installments of $10,000. For 2018, rent payments amounted to $120,000 and are included in rent and other leasing expense. Beginning in January 2019, the Company is leasing office space on a month-to-month basis. 11. RETIREMENT PLAN The Company has a retirement plan under Section 401(k) of the Internal Revenue Code available to substantially all employees, who have completed 90 days of service and are 21 years of age or older. Each plan year, the Company determines whether to make matching contributions and the amount of such contributions. Contributions to the plan for 2018 were $134,848 and are included in payroll, payroll taxes and employee benefits on the statement of consolidated statement of income and comprehensive income. THE MICHAELS DEVELOPMENT COMPANY I, L.P. (A LIMITED PARTNERSHIP) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2018 19 12. CONTINGENCY The Company was named as part of an intervener complaint made by the Housing Authority of the City of Montgomery (MHA) in 2016 against the Company for breach of the developments rights agreement between MHA and the Company, and against the affiliated housing partnership for a claim under the Ground Lease for alleged defective work and failure to perform corrective work on a housing development developed by the Company for the housing partnership. The MHA complaint is a result of litigation commenced in 2015 between the housing partnership, the general contractor and contractor’s 100% payment and performance bond surety related to claims of breach of contract for defective work and breach of performance bond. On February 28, 2018, MHA filed a motion to file a fifth amended intervenor complaint to add the housing partnership’s general partner and the Company’s general partner and to add a count for damages allegedly due to default under the leasehold mortgage of the housing partnership. The case is in the discovery stage and set for trial in July 2019 with mediation ordered to occur before then. Management and the housing partnership is vigorously defending the claims by MHA and vigorously pursuing claims against general contractor, architect and performance bond surety. Outside counsel is unable to evaluate the likelihood of an unfavorable outcome or estimate of the possible loss at this time. As of December 31, 2018, the Company, utilizing independent contractors, substantially completed corrective work to replace and repair the defective construction of the original general contractor. 13. SUBSEQUENT EVENTS Mr. Levitt entered into an agreement, in principle, to sell a 49% interest in the Company to Michaels Lifting Lives, LLC, a New Jersey limited liability company (“MLL”). Upon execution, the sale agreement shall be effective January 1, 2019. At closing, which is subject to certain conditions precedent and a reorganization of the Company, Patricia Levitt will withdraw as a limited partner and MML will be admitted as the limited partner. MML is owned by key employees of the Company and its affiliates. Effective as of January 1, 2019, Mr. Levitt has transferred his interest in Michaels Development Holding Company, LLC, the General Partner of the Company, to the Michael J. Levitt Revocable Trust. Community Housing Resource Partners, Inc. and Subsidiaries Consolidated Financial Statements and Independent Auditors’ Report December 31, 2018 Community Housing Resource Partners, Inc. and Subsidiaries TABLE OF CONTENTS ____________________________________________________________________________________ Page INDEPENDENT AUDITORS’ REPORT REPORT OF INDEPENDENT ACCOUNTANTS ON COMPLIANCE 1-2 3 CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Statement of Financial Position 4 Consolidated Statement of Activities 5 Consolidated Statement of Cash Flows 6 Consolidated Statement of Functional Expenses 7 Notes to the Consolidated Financial Statements 8-14 CERTIFIED PUBLIC ACCOUNTANTS Independent Auditors’ Report To the Board of Directors of Community Housing Resource Partners, Inc. and Subsidiaries: Report on the Financial Statements We have audited the accompanying consolidated financial statements of Community Housing Resource Partners, Inc. and Subsidiaries, which comprise the consolidated statement of financial position as of December 31, 2018, and the related consolidated statements of activities, functional expenses, and cash flows for the year then ended, and the related notes to the consolidated financial statements. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Basis for Qualified Opinion As more fully described in Note 6 to the consolidated financial statements, the organization has excluded certain limited partnerships in which it holds a general partner interest from consolidation in the consolidated financial statements. In our opinion, the consolidated financial statements should include these limited partnerships to conform with accounting principles generally accepted in the United States of America. In addition, because of the inadequacy of the accounting records, we were unable to obtain sufficient appropriate audit evidence regarding the amount of miscellaneous program expenses recorded in the statement of activities. Qualified Opinion In our opinion, except for the effects of the matters discussed in the Basis for Qualified Opinion paragraph, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Community Housing Resource Partners, Inc. and Subsidiaries as of December 31, 2018 and the changes in their net assets and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America. Change in Accounting Principle As discussed in Note 2 to the consolidated financial statements, Community Housing Resource Partners, Inc. and Subsidiaries adopted a change in accounting principle for financial reporting, primarily related to the presentation of net assets and required disclosures related to liquidity and functional expenses. Our opinion is not modified with respect to that matter. Dover, Ohio April 26, 2019 CERTIFIED PUBLIC ACCOUNTANTS To the Board of Directors of Community Housing Resource Partners, Inc. We have examined Community Housing Resource Partners, Inc.’s compliance with Texas Property Tax Code, Section 11.1825, “Organizations Constructing Or Rehabilitating Low-Income Housing: Property Not Previously Exempt” for the year ended December 31, 2018. Management of Community Housing Resource Partners, Inc. is responsible for Community Housing Resource Partners, Inc.’s compliance with those requirements. Our responsibility is to express an opinion on Community Housing Resource Partners, Inc.’s compliance based on our examination. Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether Community Housing Resource Partners, Inc. complied, in all material respects, with the specified requirements referenced above. An examination involves performing procedures to obtain evidence about whether Community Housing Resource Partners, Inc. complied with the specified requirements. The nature, timing, and extent of the procedures selected depend on our judgment, including an assessment of the risks of material noncompliance, whether due to fraud or error. We believe that the evidence we obtained is sufficient and appropriate to provide a reasonable basis for our opinion. Our examination does not provide a legal determination on Community Housing Resource Partners, Inc.’s compliance with specified requirements. In our opinion, Community Resource Partners, Inc.’s complied, in all material respects, with the aforementioned requirements during the year ended December 31, 2018. This report is intended solely for the information and use of management and the Bexar Appraisal District and is not intended to be and should not be used by anyone other than these specified parties. Dover, Ohio April 26, 2019 ASSETS Cash and cash equivalents $ 405,947 Accounts receivable 125,585 Developer fee receivable, net of allowance 58,849 Notes receivable and interest, net of loan loss reserve 1,782,985 Investments in operating partnerships - Total assets $ 2,373,366 LIABILITIES AND NET ASSETS Liabilities Accrued liabilities $ 7,058 Total liabilities 7,058 Net assets Net assets without donor restrictions 1,859,368 Net assets with donor restrictions 506,940 Total net assets 2,366,308 Total liabilities and net assets $ 2,373,366 COMMUNITY HOUSING RESOURCE PARTNERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION December 31, 2018 See accompanying notes to consolidated financial statements 4 Total Net Assets Revenue Contract service revenue $ 563,119 $ - $ 563,119 Interest income 5,989 - 5,989 Donations 20,816 - 20,816 Gain on sale of investment in operating partnership 197,240 - 197,240 Net assets released from restriction 15,000 (15,000) - Total revenue 802,164 (15,000) 787,164 Expenses Salaries and wages 448,568 - 448,568 Employee benefits 10,351 - 10,351 Payroll taxes 29,793 - 29,793 Office expenses 25,394 - 25,394 Conference 8,301 - 8,301 Membership fee 5,386 - 5,386 Retreat 15,546 - 15,546 Advertising and marketing 19,716 - 19,716 Supplies 92,779 - 92,779 Travel 43,705 - 43,705 Training 6,008 - 6,008 Professional fees 50,154 - 50,154 Meals and entertainment 3,893 - 3,893 Insurance 14,460 - 14,460 Other expenses 1,190 - 1,190 Repairs and maintenance 12,813 - 12,813 Contract services 557 - 557 Miscellaneous program expenses (unaudited) 39,250 - 39,250 Total expenses 827,864 - 827,864 Change in net assets (25,700) (15,000) (40,700) Net assets, beginning 1,885,068 521,940 2,407,008 Net assets, ending $ 1,859,368 $ 506,940 $ 2,366,308 COMMUNITY HOUSING RESOURCE PARTNERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF ACTIVITIES For the year ended December 31, 2018 RestrictionsRestrictions Without Donor With Donor See accompanying notes to consolidated financial statements 5 CASH FLOWS FROM OPERATING ACTIVITIES Change in net assets (40,700)$ Adjustments to reconcile change in net assets to net cash used in operating activities: Gain on sale of investment in operating partnership (197,240) Increase in accounts receivable (90,181) Decrease in developer fee receivable 50,224 Increase in interest receivable (5,989) Net cash used in operating activities (283,886) CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of operating partnership 197,240 Net cash provided by investing activities 197,240 NET DECREASE IN CASH AND CASH EQUIVALENTS (86,646) CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 492,593 CASH AND CASH EQUIVALENTS AT END OF YEAR 405,947$ COMMUNITY HOUSING RESOURCE PARTNERS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF CASH FLOWS For the year ended December 31, 2018 See accompanying notes to consolidated financial statements 6 Management Program and Services General Totals Salaries 345,397$ 103,171$ 448,568$ Employee benefits 7,970 2,381 10,351 Payroll taxes 22,941 6,852 29,793 Total salaries and related expenses 376,308 112,404 488,712 Office expenses 10,643 14,751 25,394 Conference - 8,301 8,301 Membership fee - 5,386 5,386 Retreat - 15,546 15,546 Advertising and marketing - 19,716 19,716 Supplies 48,827 43,952 92,779 Travel 43,705 - 43,705 Training 6,008 - 6,008 Professional fees - 50,154 50,154 Meals and entertainment - 3,893 3,893 Insurance - 14,460 14,460 Other expenses 1,190 - 1,190 Repairs and maintenance 1,163 11,650 12,813 Contract services 557 - 557 Miscellaneous program expenses (unaudited) 39,250 - 39,250 Total expenses 527,651$ 300,213$ 827,864$ COMMUNITY HOUSING RESOURCE PARTNERS, INC. AND SUBSIDIARIES STATEMENT OF FUNCTIONAL EXPENSES For the year ended December 31, 2018 See accompanying notes to consolidated financial statements 7 COMMUNITY HOUSING RESOURCE PARTNERS, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2018 8 1. Organization Community Housing Resource Partners, Inc. (“CHRP”) was formed on July 27, 1993. The mission of the non-profit corporation is to promote and operate housing development, services and opportunities for low and moderate income individuals and families and to engage in any lawful act or activity for which corporations may be organized under the Ohio Non-Profit Corporation Act. Briar-Sol, Inc., a wholly-owned subsidiary of CHRP, is the managing member of Briargate-Salem, LLC and Oddfellows, LLC. During 2018, Oddfellows, LLC was sold and a gain on sale of $197,240 was recognized. Dover-Tusc, LLC, which is owned seventy-five percent (75%) by CHRP, is the general partner of Campbell Investments, Ltd. Balcones Lofts GP, LLC, a wholly-owned subsidy of CHRP, is the general partner of Balcones Lofts, Ltd. Emerald Village GP, LLC, a wholly-owned subsidy of CHRP, is the general partner of Emerald Village, Ltd. Eagle’s Rest GP, LLC, a wholly-owned subsidy of CHRP, is the general partner of Eagle’s Rest, Ltd. 2. Summary of significant accounting policies and nature of operations Principles of consolidation The consolidated financial statements include the accounts of CHRP and its wholly-owned subsidiaries, Briar-Sol, Inc., Balcones Lofts GP, LLC, Emerald Village GP, LLC, Eagle’s Rest GP, LLC, and its 75% owned subsidiary, Dover-Tusc, LLC (collectively, “CHRP and the Subsidiaries”). All material intercompany transactions have been eliminated. Basis of presentation The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America. Net assets classification CHRP classifies resources for accounting and reporting purposes into two net asset categories according to externally (donor) imposed restrictions. A description of the two categories is as follows: Net assets with donor restrictions – Net assets subject to donor-imposed stipulations that can be fulfilled by actions of CHRP. Net assets without donor restrictions – Net assets that are not subject to donor-imposed stipulations. COMMUNITY HOUSING RESOURCE PARTNERS, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2018 9 2. Summary of significant accounting policies and nature of operations (continued) Use of estimates The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Cash and cash equivalents Cash and cash equivalents include all cash balances on deposit with financial institutions and highly liquid investments with a maturity of three months or less at the date of acquisition. Concentration of credit risk CHRP and the Subsidiaries maintain their cash in bank deposit accounts which, at times, may exceed federally insured limits. CHRP and the Subsidiaries have not experienced any losses in such accounts. CHRP and the Subsidiaries believe they are not exposed to any significant credit risk on cash and cash equivalents. Income taxes CHRP is a not-for-profit organization exempt from income tax under Section 501(c)(3) of the Internal Revenue Code and is exempt from similar state and local taxes. Income taxes on Dover-Tusc, LLC, Balcones Lofts GP, LLC, Emerald Village GP, LLC, and Eagle’s Rest GP, LLC income are levied on the members at the member level. Accordingly, all profits and losses of Dover-Tusc, LLC, Balcones Lofts GP, LLC, Emerald Village GP, LLC, and Eagle’s Rest GP, LLC are recognized by each member on its respective tax return. Briar-Sol, Inc. is a corporation but has no taxable income. The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires CHRP and the Subsidiaries to report information regarding their exposure to various tax positions taken by CHRP and the Subsidiaries. CHRP and the Subsidiaries have determined whether any tax positions have met the recognition threshold and have measured their exposure to those tax positions. Management believes that CHRP and the Subsidiaries have adequately addressed all relevant tax positions and that there are no unrecorded tax liabilities. Federal and state tax authorities generally have the right to examine and audit the previous three years of tax returns filed. Any interest or penalties assessed to CHRP and the Subsidiaries are recorded in operating expenses. No interest or penalties from federal or state tax authorities were recorded in the accompanying consolidated financial statements. Notes receivable and bad debts Notes receivable are stated at the amount of the principal outstanding plus accrued interest less allowance for loan losses. Interest income is accrued based on the terms of the promissory note and recorded as net assets without donor restrictions. Notes are allowed for if full principal or interest payments are not anticipated in accordance with the contractual terms. Interest on notes is recognized over the term of the note and is calculated using the simple-interest method on principal amounts outstanding. At December 31, 2018, an allowance for uncollectible notes receivable and accrued interest receivable of $846,068 was established. COMMUNITY HOUSING RESOURCE PARTNERS, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2018 10 2. Summary of significant accounting policies and nature of operations (continued) Developer fee receivable Management considers collectability of developer fee receivables on a regular basis. If amounts become uncollectible, they are charged to operations in the period in which the determination is made. The allowance for doubtful accounts was $28,722 as of December 31, 2018. Revenue recognition CHRP receives grants from the U.S. Department of Housing and Urban Development's HOME Investments Partnerships Program through the Ohio Department of Development and Ohio Housing Finance Agency. Grants are awarded for specific housing rehabilitation activities and are loaned to qualified entities utilizing the HOME program funds. Revenue is recognized as restricted in the year the grant is unconditionally awarded. CHRP entered into a grant agreement with the City of Balcones Heights, Texas (the “City”) on September 22, 2014 where CHRP will receive proceeds from grant funds advanced to it by the City in the total amount of $1,500,000. These funds are to be loaned to Balcones Lofts, Ltd. CHRP will be eligible for additional grant funds from the City for each of the next four years payable on November 1 each year based on compliance with the City’s grant agreement. Revenue is recognized in the year each grant is unconditionally awarded. No grant was awarded in 2018. CHRP recognizes fee revenue on the accrual basis of accounting. Contract service and developer fees are recognized as revenue in the period in which the service is provided. Investments in operating partnerships CHRP accounts for its investments in Briargate-Salem, LLC, Oddfellows, LLC, Campbell Investments, Ltd., Balcones Lofts, Ltd., Emerald Village, Ltd., and Eagle’s Rest, Ltd. (the “Operating Partnerships”), using the cost method, which requires that the investment cost (including amounts paid or accrued) be reported on the statement of financial position. Impairment of equity investments CHRP and the Subsidiaries periodically review their investments in Operating Partnerships for impairment to assess that the carrying value of such investments may be recoverable. Recoverability is measured by a comparison of the carrying amount of the investment to the future net undiscounted cash flows expected to be generated by the Operating Partnerships including the proceeds upon sale or disposition of the equity interest in the Operating Partnerships. If the investment is considered to be impaired, the impairment to be recognized is measured at the amount by which the carrying amount of the investment exceeds the fair value using Level 3 inputs of such investment. All investments were fully impaired as of December 31, 2014. There were no impairment losses recognized for the year ended December 31, 2018. Change in accounting principle On August 18, 2016, FASB issued ASU 2016-14, Not-for-Profit Entities (Topic 958) – Presentation of Financial Statements of Not-for-Profit Entities. The update addresses the complexity and understandability of net asset classification, information about liquidity and availability of resources, and consistency in the type of information provided about expenses and investment return. CHRP and the Subsidiaries have adjusted the presentation of these financial statements accordingly. COMMUNITY HOUSING RESOURCE PARTNERS, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2018 11 2. Summary of significant accounting policies and nature of operations (continued) Functional expenses The costs of providing program services and other activities have been summarized on a functional basis in the statements of functional expenses. Accordingly, certain costs have been allocated among program services, administrative and support, and fundraising services benefited. Such allocations are determined by management on an equitable basis. The expenses that are allocated include the following: Expense Method of Allocation Salaries Amount of time Employee benefits Amount of time Payroll taxes Amount of time Office expenses Per service center Supplies Type of service Repairs and maintenance Per service center Retirement plan CHRP participates in a 403(b) retirement plan established for eligible employees. CHRP matches employee contributions up to 5% of employee earnings for those who participate. The amount of retirement expense incurred for the year ended December 31, 2018 for payments to the retirement fund on behalf of employees covered totaled $10,351. 3. Liquidity and availability of financial assets The following represents CHRP and the Subsidiaries’ financial assets at December 31, 2018: Financial assets at year end: Cash and cash equivalents $ 405,947 Accounts receivable 125,585 Developer fee receivable, net of allowance 58,849 Financial assets available to meet general expenditures over the next twelve months $ 590,381 CHRP’s goal is generally to maintain financial assets to meet 9 months of operating expenses (approximately $280,000). As part of CHRP’s liquidity plan, excess cash is invested in short-term investments, including money market accounts and certificates of deposit. CHRP will be pursing an $1,000,000 line of credit with Frost National Bank to address additional operational needs. 4. Net assets with donor restrictions As of December 31, 2018, $506,940 remained in net assets with donor restrictions from funds granted to CHRP from the Ohio Department of Development and the City of Balcones Heights, which were loaned to entities to assist in developing and building affordable housing communities. The funds are currently classified as notes receivable from Briargate-Salem, LLC, and Campbell Investments, Ltd. COMMUNITY HOUSING RESOURCE PARTNERS, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2018 12 5. Related party transactions Notes and interest receivable CHRP has the following notes receivable from entities in which it has an ownership interest at December 31, 2018: During 1998, CHRP received a grant from the Ohio Department of Development in the amount of $311,940. CHRP subsequently loaned the funds to Briargate-Salem, LLC through a promissory note that bears simple interest at a variable rate equal to the Applicable Federal Rate on the anniversary date of the note per annum. Principal and interest are payable to the extent of 25% of net cash flow. The note was amended during 2013 extending the maturity date to January 30, 2025. As of December 31, 2018, no payments have been made on the note. Accrued and unpaid interest totaled $271,045 as of December 31, 2018. During 2000, CHRP received a grant from the Ohio Department of Development in the amount of $534,000. CHRP subsequently loaned the funds to Oddfellows, LLC through a promissory note that bears interest at a rate of 7.0% per annum for a 30-year term. Principal and interest are payable to the extent of 25% of net cash flow for fifteen years commencing December 31, 1999 and 100% of net cash flow for the remaining fifteen years. On February 28, 2018, CHRP sold its investment in Oddfellows, LLC to a third party. CHRP received proceeds of $197,240 as a result of the sale. The loan between CHRP and Oddfellows, LLC in the amount of $1,185,035, including accrued interest, was forgiven by CHRP immediately prior to the sale of the investment. The loan and accrued interest was determined to be uncollectible as of December 31, 2017. As of December 31, 2017, the entire unpaid principal and accrued interest of $651,035 was determined to be uncollectible and written off to bad debt expense. During 2002, CHRP received a grant from the Ohio Department of Development in the amount of $450,000. CHRP subsequently loaned the funds to Campbell Investments, Ltd. through a promissory note that bears interest at a rate of 6.20% compounding semiannually. Principal and interest are deferred and shall be due and payable as the income and cash flow of Campbell Investments, Ltd. permit. The entire unpaid principal and accrued interest were due and payable on June 30, 2017 and was extended to December 31, 2017 then extended to December 31, 2019. Accrued and unpaid interest totaled $396,068 at December 31, 2018. In conjunction with the Ohio Department of Development grants, CHRP has written agreements with the entities noted above regarding use of the HOME Funds, repayment structure, affordability requirements as well as project and housing quality standards. If the funds are not expended in accordance with the terms of the agreements, the funds are required to be returned to the Ohio Department of Development. Management believes all notes receivable are collectable, with the exception of the note and accrued interest receivable from Campbell Investments, Ltd. The Campbell Investments, Ltd. loan and interest were determined to be uncollectible as of December 31, 2012 at which point interest is no longer being accrued and an allowance for loan loss of $846,068 was recognized. The allowance for doubtful accounts was $846,068 as of December 31, 2018. CHRP received a grant from the City of Balcones Heights in the amount of $1,200,000. CHRP subsequently loaned the funds to Balcones Lofts Ltd. through a promissory note that bears interest at a rate of 7% per annum once the note has reached the maturity date of November 30, 2044. No payment under this note shall be due until the maturity date. Unpaid principal amount totaled $1,200,000 at December 31, 2018. COMMUNITY HOUSING RESOURCE PARTNERS, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2018 13 5. Related party transactions (continued) Developer fee receivable CHRP entered into a Development Services Agreement with Emerald Village Ltd. on August 15, 2014 for the services in connection with the development of the housing project in the amount of $465,200. As of December 31, 2018, $465,200 had been earned and $0 was receivable. CHRP entered into a Development Services Agreement with Balcones Lofts, Ltd. on October 7, 2014 for the services in connection with the development of the housing project in the amount of $209,250. As of December 31, 2018, $209,250 had been earned and $58,849 was receivable. CHRP entered into a Development Services Agreement with Eagle’s Rest, Ltd. on June 12, 2015 for the services in connection with the development of the housing project in the amount of $299,550. As of December 31, 2018, $299,550 had been earned and $0 was receivable. CHRP entered into a Development Fee Agreement with Denison Elderly, LLC on February 1, 2008 for the services in connection with the development of the housing project in the amount of $184,400. As of December 31, 2018, $28,722 remained receivable from Denison Elderly, LLC. The Denison Elderly development fee was determined to be uncollectible as of December 31, 2016 at which point an allowance for doubtful accounts of $43,755 was recognized. The allowance for doubtful accounts was $28,722 as of December 31, 2018. 6. Departure from Accounting Principles Generally Accepted in the United States of America A general partner that controls a limited liability partnership is required to consolidate the limited partnership in its financial statements. CHRP is the sole owner of Briar-Sol, Inc., Balcones Loft GP, LLC, Emerald Village GP, LLC, and Eagle’s Rest GP, LLC and the 75% member of Dover-Tusc, LLC, each which functions as the general partner or managing member in entities that own low- income housing properties. As a result, CHRP is required to consolidate the entities in which the general partners or managing members are invested. Management has determined that consolidation of these operating entities would distort CHRP’s financial statements and is cost prohibitive. The purpose of the Operating Partnerships is to provide capital for affordable housing. In addition, they provide a vehicle for losses and low-income housing tax credits to flow to their investor limited partners. The underlying investments, affordable housing properties, are expected to generate losses. As a result, management has determined that the best alternative for CHRP is to accept a qualified opinion in regards to not consolidating the following Operating Partnerships: Briargate-Salem, LLC Campbell Investments, Ltd. Balcones Lofts, Ltd. Emerald Village, Ltd. Eagle’s Rest, Ltd. COMMUNITY HOUSING RESOURCE PARTNERS, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS December 31, 2018 14 7. Subsequent events Subsequent events have been evaluated through April 26, 2019, which is the date the financial statements were available to be issued. The following is a summary of significant transactions through April 26, 2019. On February 25, 2019, the Campbell Investments Ltd. note receivable was extended to December 31, 2019. Proposed Apartment Community: 1900 S Mayhill Road Denton, TX 76208 Taxable Status of the Proposed Development After evaluating the housing needs of the Denton Community, Michaels Development has recognized the need for Housing Tax Credit apartment units which are restricted at or below 50% of area median income. To address this housing need, we have included in this development proposal a total of 108 apartment units restricted at or below 50% of area median income. However, in order to maintain the financial feasibility of this proposal, Michaels Development will be seeking a partial property tax exemption for this proposed apartment community. Michaels Development will partner with Community Housing Resource Partners (CHR Partners), a registered not for profit 501(c)(3) organization. CHR Partners is actively engaged in creating and supporting quality, affordable housing in Texas where built-in social services empower low-income residents to reach independence. CHR Partners has extensive experience in providing supportive services to residents at low-income apartment communities around the state of Texas. Overall, CHR Partners provides services which support residents in over 7,500 low-income apartment units, reaching a total of 13,000 people monthly with their regularly provided services. CHR Partners holds its headquarters in San Antonio, TX, but has previous experience with providing resident supportive services at a different apartment community in Denton, by the name of The Veranda. CHR partners will assign a permanent, full-time staff member to this property to facilitate the regular provision of resident supportive services. By partnering with this organization, the proposed apartment community for the land site located at 1900 S Mayhill road will be eligible for a 50% property tax exemption. This property tax exemption will be vital in maintaining the proposed community’s financial feasibility. Without the presence of this partial tax exemption, it would not be possible for Michaels Development Company to commit to providing a total of 36 apartment units restricted at 30% of AMI, 36 units restricted at 40% of AMI, and 36 units restricted at 50% of AMI. Based on the housing goals set forth in the Denton 2030 Plan and 5-Year Consolidated Plan, these units will address one of the highest priority housing needs in Denton - which is the need for more quality housing choices for very low-income residents. After evaluating all possible scenarios for affordable housing development at this particular land site, and after evaluating the specific housing needs in the City of Denton, Michaels Development believes that providing these very low-income apartment units in conjunction with the award of a 50% property tax exemption is the most balanced scenario for all parties involved. It is important to mention that Michaels Development has reached out to each of the taxing authorities who will be impacted by this partial exemption, including Denton Independent School District, Denton County, and the City of Denton. After communicating our intent to pursue this partial tax exemption, none of these taxing authorities expressed direct opposition to this proposal. 1900 S Mayhill Road - Real Estate Tax Projection - Income Method Property Tax / Mill Rate City of Denton 0.59% County of Denton 0.23% Denton ISD 1.47% 2.29% Net Operating Income 2,120,884 Plus: RE Taxes 538,641 Adjusted NOI 2,659,525 Property Tax / Mill Rate 2.29% Capitalization Rate 9.00% Loaded Cap Rate 11.29% Property Market Value 23,565,372 Percentage of Market Value 100.00% Taxable Value 23,565,372 Applicable Property Tax Rate 2.29% Projected Property Taxes 538,641$ Projected Property Taxes / Unit 1,496$ 1900 S Mayhill Road - Real Estate Tax Projection - Comparison Method Property Name Assessed Value Per Unit Providence Place II 14,337,630$ 56,895$ Fountains of Rosemade 18,382,929 48,123 Tower Ridge Apartments 10,651,000 47,549 Primrose @ Sequoia Park 11,500,000 46,000 Pebblebrook Apartments 16,632,680 66,531 The Tuscany at Lakepointe 13,746,427 81,824 Palladium Aubrey 8,307,950 55,386 The Roxton 5,605,589 44,489 Renaissance Courts 11,716,758 55,794 Average Assessed Value Per Unit 55,843$ Proposed Project - Unit Count 360 Projected Assessed Value 20,103,649$ Applicable Tax Rate 2.29% Projected Property Taxes 459,516$ Projected Property Taxes / Unit 1,276$ AVERAGE OF TWO CALCULATION METHODS Projected Property Taxes 499,078$ Projected Property Taxes / Unit 1,386$ 1900 S Mayhill Road - Projected Property Tax Losses - 15 Year Period Annual Property Tax Escalation: 3.00% Year 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 Projected Property Taxes 499,078$ 514,051$ 529,472$ 545,356$ 561,717$ 578,569$ 595,926$ 613,803$ 632,218$ 651,184$ 670,720$ 690,841$ 711,566$ 732,913$ 754,901$ Less: 50% Property Taxes Paid (249,539) (257,025) (264,736) (272,678) (280,859) (289,284) (297,963) (306,902) (316,109) (325,592) (335,360) (345,421) (355,783) (366,457) (377,450) Net: Projected Property Tax Losses 249,539$ 257,025$ 264,736$ 272,678$ 280,859$ 289,284$ 297,963$ 306,902$ 316,109$ 325,592$ 335,360$ 345,421$ 355,783$ 366,457$ 377,450$ TOTAL PROJECTED PROPERTY TAX LOSSES - 15 YEAR PERIOD 4,641,158$ TOTAL PROJECTED PROPERTY TAX REVENUE - 15 YEAR PERIOD 4,641,158$ 110 E. HOUSTON ST. 7th FL. SAN ANTONIO, TEXAS, 78205 OFFICE 210-570-8864 MOSWALD@CHRPARTNERS.ORG March 23, 2020 RE: Proposal for Social Services To Whom It May Concern, Community Housing Resource Partners is a non-profit organization that provides access to vital supportive services that allow for individuals, families and veterans on the brink of homelessness to maintain their personal sustainability. Additionally, we recognize poverty is a generational issue. Our flagship program is our Afterschool and Summer Program and is the best and most highly attended. It is our intention to find a way to best engage the entire community to provide quality services to our residents. Attached you have a proposal that is based strictly on the LURAs provided. The proposal included the following components: - Outline of Assessment Evaluation - Scope of Work - Outlined Supportive Services Plan Again, rather than lay out multiple options, we have provided a proposal that outlines the needs that have been identified, the goals we hope to accomplish, the execution of services and the compensation and staffing required to accomplish the plan successfully. With over an average of 60% participation, we are confident that the service plan outlined will be well attended and successfully executed. Sincerely Meghan Garza-Oswald President and CEO 110 E. HOUSTON ST. 7th FL. SAN ANTONIO, TEXAS, 78205 OFFICE 210-570-8864 MOSWALD@CHRPARTNERS.ORG Scope of Work. The primary purpose of the CHR Partners’ Service Coordination is to provide the best quality services to our residents. However, in addition, CHR Partners works hand and hand with management to make sure the site is in compliance regarding the LURA. Residents will be involved in and are an integral part of deciding how programs and services will be implemented on the property. Therefore, a Needs Survey is essential in the development of programs. For those residents who are unable for any reason to attend services or meetings, surveys will be distributed door-to-door and made available by the Manager's leasing staff. Upon the review of the LURAs, the base services in this proposal are guaranteed and a the needs survey will provide additional feedback on specialized services for the community. Supportive services can be as simple as a class on balancing checkbook, or as complex as marital counseling or abuse prevention classes. With basic information regarding programs the residents’ desire; the CHR Partners will identify, coordinate and/or contract with potential service CHR Partners. As indicated by the LURA, the CHR Partners will coordinate a range of services through on-site staff that may include the following resident supportive services as identified in the Land Use Regulation Agreement (LURA) signed by the Manager: • Character Building • Food Pantry and Summer Lunch Programs • Basic Adult Education/GED Preparation/English as a Second Language • Legal Assistance and Crisis Intervention • Case Management • Career Placement & Training • Health Screening Services/Health and Nutritional Courses • After School Programs/Scholastic Tutoring • Social Events and Recreation • Community Safety, Self-Esteem and Problem Solving • Notary Public Services • Financial Literacy • Weekly Exercise Classes • Credit Counseling • Teen Workforce Programs • Teen College Readiness 2. Qualifications. A Service Coordinator (also called “Activity Director”) will carry out Service Coordination with minimum qualifications consisting of the following: Undergraduate study or life experience in social work, social sciences, education, or other comparable field; and two (2) of the following three criteria: Experience in an education based program (child care, senior citizen care, recreation program); 110 E. HOUSTON ST. 7th FL. SAN ANTONIO, TEXAS, 78205 OFFICE 210-570-8864 MOSWALD@CHRPARTNERS.ORG Experience managing large groups of people engaged in an activity; and Experience in an affordable-housing setting, nonprofit or social service setting. 3. Budget for Social Service Contract: Income Annual Cost Monthly Cost Social Service Contract $54,000 $4500 Expenses Staff $30,326.40 $2527.20 Emergency Pantry $7,200 $600 Afterschool Program $2400 $200 Adult Services $5076 $423 Program Management $6,600 $550 Supplies for Programs $2400 $200 4. Staffing/Work Schedule. CHR Partners and Manager agree that on-site Service Coordinator an on- site dedicated full-time employee. The proposed work and service schedule would be as follows: The coordinator will be on-site a mix of morning and afternoons to ensure that the property has an afterschool program every afternoon as well as the appropriate adult and family services. The coordinator will be dedicated to this property and therefore will work their schedule exclusively around the needs of the community – which may include hosting Saturday events to guarantee participation. 5. Community Center. The Manager and CHR Partners shall maintain the office of the Community Center in a clean and presentable condition. The Manager and CHR Partners agree not to use the Community Center for any illegal purposes and use of the facility shall be in compliance with any rules and regulations as established by the community manager at each of the properties. 6. Furniture. Manager shall provide all furnishings that Manager deems appropriate for use in the Community Center and the Manager shall provide all consumable supplies for use in the Community Center and the office(s) of the CHR Partners. Manager may remove all such furnishings and supplies upon the termination of this agreement. 7. Term. The term of this Contract is for three years beginning when the property is placed in service. SUPPORTIVE SERVICES PLAN OUTLINED 110 E. HOUSTON ST. 7th FL. SAN ANTONIO, TEXAS, 78205 OFFICE 210-570-8864 MOSWALD@CHRPARTNERS.ORG 1. Target Population Our target population will be low-income families who may have one or more persons suffering from domestic violence, mental illness, substance abuse and/or economic disadvantage. 2. Goals/ Expected Outcomes Community Housing Resource Partners provides service with an emphasis on accountability and sustainability. This dynamic is critical to the success of our resident families. By focusing on accountability and sustainability to allow the resident to take control of their own service plan but also commit our organization to be a good and financially responsible partner; ensuring our residents make conscience decisions surrounding their ability to maintain their current household. We accomplish this through four key steps: introduction, resources, advocacy and support. • INTRODUCTION – this is our opportunity to assess the resident’s personal needs and set a level of expectation for continued assistance and service delivery. • RESOURCES – depending on the required services, our Service Staff will make the requisite recommendations regarding our ability to assist or the need for a referral to an outside organization. This is perhaps the most important and defining step as it will determine the frequency of our meeting with the resident and the need that is to be addressed. • ADVOCACY – whether our resident is referred out or is to be served by CHR Staff, it is our commitment to continue to monitor progress in an effort to ensure continuity and progress. Should a determination be made that the current service plan or path is incorrect it will be incumbent upon CHR Staff to redirect and locate alternative resources. • SUPPORT – once a resident has reached a particular juncture in their service plan (i.e. a waiting phase), it will be CHR’s responsibility to continue to support the progress and check in with the resident on the status of their success. Should there be a needed for additional support or reference materials to move a particular need (i.e. legal matters) along, CHR will fulfill this need. Goals are as follows: • ACCOUNTABILITY: while in our programs, residents will have the ability to direct their service plans and will gain skills that are transferable to accountability in other areas of their lives. • EDUCATION: while in our programs, education is the flagship of each of our programs or services. We both encourage and incentivize the resident’s ability to educate themselves on their needs or possible solutions to current issues they may face. For our youth programs, we highly incentivize participation in an effort to assist in grade level progression through graduation. • SELF-SUSTAINABILITY: while in program the chief goal is to ensure that all our services and programs ultimately end with our residents gaining the ability to navigate their daily and future needs. Outcomes are as follows: • 75% of our participants will report being more accountable as measured by self-driven and accomplished goals. • 75% of our participants will report being more educated as measured by increased knowledge of service availability and community resources. 110 E. HOUSTON ST. 7th FL. SAN ANTONIO, TEXAS, 78205 OFFICE 210-570-8864 MOSWALD@CHRPARTNERS.ORG • 75% of our participants will report being more self-sustainable as measured by the continued reduction of critical and immediate needs in the areas of housing, transportation, education and employment. 3. Implementation (The Full Portfolio) i. Children’s Program: these services will be provided on-site Monday through Thursday afterschool. This will be a chiefly scholastic program with a creative and recreational component following an hour of homework. Focus will be placed on critical thinking skills, decision-making and mentorship. Additionally, on Friday’s there will be a family component to our children’s programming to ensure parental engagement. Our primary goal is provide a safe place for our children to be productive while their parents our guardians are working to provide for the family. ii. Case Management: these services will be provided on-site and held during our adult services and one-on-one meeting time. In order to qualify and maintain case management services with our resident coordinator the family must be in good standing with the property management and must agree to meet with our staff every 60-90 days to check progress of the service planned outlined by the resident. iii. Career Placement and Training: Career Placement and Training will be done in coordination with off site partners with the exception of resume-writing, interviewing skills and professional presentation (i.e. speaking skills). CHR will provide workshops as well as one-on-one follow up for each person who has come to or participated in one or more of the services listed above. iv. GED Program: these services will be provided in coordinate with the local school district as well as the local workforce board. These services are regulated and provided in local centers. CHR will assist in facilitating center location, application completion and attendance. v. Food Assistance: these services will be provided by CHR but in coordination with the local USDA approved pantry. CHR will coordinate a daily snack program for all children on-site with the possibility of working towards a daily warm dinner program for all children. Furthermore, we will coordinate with management to establish our site as local but CLOSED distribution center for our families. Moreover, this will translate into a once a week food distribution for families that have chosen to sign up and participate in our Case Management program. Food Assistance will also be provided in the form of monthly food fairs in which the local entity will bring excess produce and additional non- perishable items that need to be distributed quickly. vi. ESL Services: these services will be provided in coordinate with the local school district as well as the local workforce board. These services are regulated and provided in local centers. CHR will assist in facilitating center location, application completion and attendance. 110 E. HOUSTON ST. 7th FL. SAN ANTONIO, TEXAS, 78205 OFFICE 210-570-8864 MOSWALD@CHRPARTNERS.ORG vii. Financial Literacy: these services will be provided in conjunction with our Case Management Services and a local banking partner. Classes will be held on a regular interval acceptable to the management team and the participants. Hosted and taught by the banking institution. However regular and more immediate case-by-case follow up will be conducted by CHR Staff to ensure a financial plan has been created and is being followed. viii. Holiday Parties/ Socialization: CHR will host regular holiday and other social occasions on a regular and acceptable interval to be no less than monthly birthday celebrations. The purpose of these activities is to create a social environment that fosters social engagement, friendship and fellowship – critical to the success and survival of a senior community. ix. Computer Literacy: CHR will provide workshops as well as one-on-one follow up for each person who has come to or participated. We recognize that every person will come with a different level of knowledge and with that will come the need to tailor portions of the curriculum; this is the purpose of the one-on-one follow up. x. Health Care Assistance/ Preventative Screenings: these services include general health and wellness education, assistance with accessing health care benefits as well as assistance with locating free and sliding-scale medical services. Additionally, we will host quarterly preventative health screenings with local health agencies. In addition to all the above services, CHR will also host and coordinate recreational activities to bolster resident engagement and participation. Our organizational mission is to build safe and healthy communities and this will be done by creating and facilitating a place for community gathering. Finally, the organization will work to coordinate a number of outside partnerships to facilitate workshops for financial literacy, health and wellness, home buying, GED completion, etc. Community ServicesWORKING TO PROVIDE QUALITY AFFORDABLE HOUSING, A SUITABLE LIVING ENVIRONMENT, AND EXPANDING ECONOMIC OPPORTUNITY, PRINCIPALLY FOR PERSONS OF LOW TO MODERATE INCOME. BACKGROUNDHOUSING TAX CREDIT PROGRAM oAdministered by Texas Dept. of Housing & Community Affairs (TDHCA)oTwo types: 4% (non‐competitive) and 9% (competitive)oTDHCA ranks 9% applications submitted by developers; awarded points if they have support from their prospective communitiesoTDHCA requires Resolutions of No Objections as a minimum threshold documentation for consideration of 4% applications.CITY OF DENTON HTC POLICY AND APPLICATION oCity Council approved a HTC policy and application through Resolution 18‐756 on May 8, 2018 to establish expectations and streamline the HTC request review process.2ID 20-865 COMMUNITY DEVELOPMENT HTC PROPERTIES IN VICINITY3ID 20-865 COMMUNITY DEVELOPMENT DEVELOPER THE MICHAEL’S ORGANIZATION oThe Michaels Organization owns and manages over 53,000 affordable apartment units, spread across 400 apartment communities and 35 states. 4ID 20-865 COMMUNITY DEVELOPMENT PROJECT ‐MAYHILL ROAD APARTMENTS33 ACRES360‐UNIT oMixed Income MultifamilyCURRENT ZONING: o(MN) Mixed‐Use Neighborhood5ID 20-865 COMMUNITY DEVELOPMENT PROJECT ‐MAYHILL ROAD APARTMENTS6PROPOSED BUILDINGS:o12 ‐ 3 Story BuildingsPROPOSED UNITS:o700 ‐ 1,220 sq. ft.o1‐bedroom ‐82o2‐bedroom ‐130o3‐bedroom ‐116o4‐bedroom ‐32ID 20-865 COMMUNITY DEVELOPMENT PROJECT ‐MAYHILL ROAD APARTMENTSPROPERTY AMENITIES (sample list)oClubhouse with Business Center, Laundry room, and Fitness centeroSwimming pool & gathering spaceoDog park oOutdoor seating pavilionoTwo outdoor children’s playscapesoOutdoor sport courtoOutdoor seating pavilionoSecurity Cameras & Perimeter fencing7CITY OF DENTON, TX PLEASE CONTACT: 940-349-7237 PROJECT ‐MAYHILL ROAD APARTMENTSRESIDENT SERVICES (sample list)oOnsite afterschool;oAdult learning ‐ career training and placement partnerships;oFood pantryoOn‐site social events and interactive activities i.e. arts and recreation activities; oFull‐time resident services coordinatoroAccess to public transportation, residents at and close proximity to several other locational amenities8ID 20-865 COMMUNITY DEVELOPMENT PROJECT ‐MAYHILL ROAD APARTMENTSINCOME RESRICTIONS:30% – 80% of AMI.Income Averaging (60%)PROJECTED RENTS:$421 – $1727o360 general occupancy workforce housing apartment units.9ID 20-865 COMMUNITY DEVELOPMENT OPTIONSAPPROVE A RESOLUTION OF SUPPORT – June 2, 2020DO NOT APPROVE A RESOLUTION OF SUPPORT10ID 20-865 COMMUNITY DEVELOPMENT Exhibit 4 ‐ 05/19/20 Work Session: HTC Application (FILE ID 20‐865) Analysis of Proposed Unit Breakdown (Application ‐ Pro Forma p.146) Unit Type Affordability # of Units Square Feet Estimated Rents One Bedroom 30% AMI 8 700 421$ Two Bedroom 30% AMI 13 952 499$ Three Bedroom 30% AMI 12 1,172 569$ Four Bedroom 30% AMI 3 1,220 618$ One Bedroom 40% AMI 8 700 577$ Two Bedroom 40% AMI 13 952 686$ Three Bedroom 40% AMI 12 1,172 785$ Four Bedroom 40% AMI 3 1,220 859$ One Bedroom 50% AMI 8 700 733$ Two Bedroom 50% AMI 13 952 873$ Three Bedroom 50% AMI 12 1,172 1,001$ Four Bedroom 50% AMI 3 1,220 1,100$ One Bedroom 60% AMI 26 700 888$ Two Bedroom 60% AMI 39 952 1,060$ Three Bedroom 60% AMI 34 1,172 1,217$ Four Bedroom 60% AMI 11 1,220 1,341$ One Bedroom 70% AMI 16 700 990$ Two Bedroom 70% AMI 26 952 1,182$ Three Bedroom 70% AMI 23 1,172 1,357$ Four Bedroom 70% AMI 6 1,220 1,498$ One Bedroom 80% AMI 16 700 1,138$ Two Bedroom 80% AMI 26 952 1,359$ Three Bedroom 80% AMI 23 1,172 1,563$ Four Bedroom 80% AMI 6 1,220 1,727$ Total # of Units 360 Total # of 30% AMI Units 36 10% Total # of 40% AMI Units 36 10% Total # of 50% AMI Units 36 10% Total # of 60% AMI Units 110 31% Total # of 70% AMI Units 71 20% Total # of 80% AMI Units 71 20% Overall Project Income Average 59.92% City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-460,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction on pending City Council requests for: 1.Drafting and passing an ordinance requiring all towing companies to provide vehicle owners of all required notifications orally and in writing following a non-consensual tow. City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office ACM: Sara Hensley DATE: May 19, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction on pending City Council requests for: 1. Drafting and passing an ordinance requiring all towing companies to provide vehicle owners of all required notifications orally and in writing following a non-consensual tow. BACKGROUND During the annual City Council retreat on Saturday, August 17, 2019, the City Council agreed to a process to ensure there is a consensus of the City Council regarding the use of staff time when responding to requests from elected officials that anticipate taking more than two hours to complete or if there is a City Council policy decision to be made. The process developed during the retreat was further discussed and formally adopted at the August 27 City Council meeting (Exhibit 2). Staff will review one outstanding request for information per elected official during each work session. The weekly work session process will include staff introducing the requested topic followed by the requesting elected official having up to one minute to describe and justify their request. Remaining elected officials will then have up to one minute to provide feedback and indicate their support for the use of staff time to respond to the request. Staff will respond to all requests where a consensus of at least four elected officials is established. Responses will be provided in the requested format including Informal Staff Reports, Legal Status Reports, City Council work session topics, or ordinances and resolutions to be considered on future City Council agendas. The following items will be discussed during the May 19, 2020 work session: 1. Drafting and passing an ordinance requiring all towing companies to provide vehicle owners of all required notifications orally and in writing following a non-consensual tow a. Requestor: Council Member Armintor b. Council Member Request: Request for a work session on drafting and passing an ordinance “requiring all towing companies towing on either private or public property to inform towees (or whatever the term is for people whose cars have been towed, surely not “customers,” but not “victims” either unless the towing is illegal) *orally and in writing, and before any payment is made* of federal, state, and city towing law and reporting agencies, contact info, and statute of limitations (or whatever the appropriate term is in this case for the reporting period window). The oral and written statement should begin by specifying that under city of Denton law all towing companies are required to provide you with the following information before any payment is made so that you will know your rights and your options. To protect both towees and towing companies, there should be a form for people to initial and sign by hand or with an online City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com signature saying that they have been read this statement orally and received it in writing (one copy should go to the company for its files as proof, and another copy to the towee). On the receipt for payment, it should say that if you were not given this information both orally and in writing, and if you did not sign the form, then the tow was illegal and they need to report it to the appropriate reporting authority and specify their contact information and their options for public and private tows.” c. Staff Information: The City Attorney’s Office produced Informal Staff Report No. 2020-050 (Exhibit 3) that outlines State statute and current local ordinance provisions regarding the requirements for tow trucks and vehicle storage facilities upon non-consensual tows. If Council consensus is reached to pursue the drafting of an ordinance on this topic, staff can bring forward a work session as available in the upcoming weeks. d. Date Requested: April 19, 2020 e. Requested Format for Response: Work Session EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Ordinance No. 19-2026 Exhibit 3 – Informal Staff Report No. 2020-050 Exhibit 4 – Presentation Respectfully submitted: Rachel Balthrop Mendoza Assistant to the City Manager 1 • 1 # • • 1 ' " : ' • R „ .1 1 l .. .' , . • ', M R . , ' ! . # ......., ' [ '.. . ': r - .... . 1 . #' . • .. ! . .. . `. • ... .. ...., ,. • - . + ... .,. ,.. R + . ' '. ' . . f` r * ' " • . . . . * * .• . _ . # . w f#•. ' " + '! ' . I , '! -, * • - ' ' . ., . •# # - .' . ! r *r i 1 • •,,. ' ••' '# . • 1''• ' 1 # . -, s . " . ' " !!' ' ' #' ' /' •' . ' _ •' ! i '' . - r "'•' # . . . a} Definitions. 1 . •- .• i . ! • ",." . . : .' . 1 # " , I . ! # ' . . • !' ' . w ' ' '' '•' • "" ' ""• " + " r • !"+ • • " ' ,' • # • ! /• j reporting ta, the City Manager or City Attorney. b) City Council Requests for Information from City Staff. 1) All City Council requests for information from City Staff, must be submitted to the City Manager's Office via email and include at a minimum, the following details: a, Request Type; b. Purpase; c. Time Sensitivity; and d. Preferred Respanse Format. 2) The City Manager's Office and/or the City Attorney's Office will estimate the amaunt af time required to respond ta each request. 3) Requests estimated to take more than a total of twa hours to complete will be brought forward within the next 30 calendar days, to a City Council wark session to seek cansensus from the full City Council regarding the use af City Staff time to fulfill the request. Requests for information referred to a work session will fallow the procedures provided in sub-section (b) of Sectian 2-30. c) City Cauncil Requests for Informatian Referred to a Work Session. 1) A standing work session item will be added to each City Council agenda for City Council requests ta be cansidered. a. The requesting Council Member will be required ta pravide a clear, written explanation describing the reason for the informatian requested. This description will be included as an attachment ta the work session agenda materials and must he provided to the City Secretary in time to fully camply with Texas Open Meeting Act requirements. 2) During the work session, the requesting Cauncil Member will have a maximum af one minute to describe and justify their request. a. Remaining Cauncil Members will then have a maximum of one minute each to provide feedback and indicate their support for the use of City Staff time to respond ta the request, 3} City Staff will respond to all requests where a consensus of at least four elected officials is established. Each elected official will alsa have the option to request City Staff respond to a maximum of two requests per quarter where a consensus is not met, pravided each request in this category is not estimated to take mare than a total of ten City Staff hours to complete, Ta the extent possible, responses will be make in the requested format including Informal Staff Reports, Legal Status Reports, City Council work session topics, or ardinances and resalutians ta be cansidered on future City Council agendas. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. S„ECTION 3, To the extent not otherwise provided, this ordinance shall repeal every prior ordinance in conflict herewith, but only insofar as the portion of such ordinance shall be in conflict; and as to all other sections of the ordinance not in direct conflict herewith, this ordinance shall be and is hereby made cumulative except as to such prior ordinances or portions thereof as are expressly repealed hereby. SECTION 4. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of the provisions or applications, and to this end the provisions of this ordinance are severable. ro ordinance was made by ' ° m Y ; ' ° The motion to app ve this and seconded by '' m , the ordinance was r,a.l anda z r•r y t 7 a l>r ir r N ..,. b Mayor Chris Watts: Gerard Hudspeth, District 1 Keely Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: Aye Nay Abstain Absent PASSED AND APPROVED this the °,, day of , , _ t 2019, n. --,, w , ; C i' I: WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY° ' 6 . .,.o . w. , . ... ... ,,, APPROVED AS TO LEGAL FORM: AARON C.. ITY A"1 l! ;' y B Y: " „ . r r i ' y r>,, " " 4 r r , r , " G y 9 d 9 r 5i tl . 1, s ' w ,,.„d, y, i w , J' Date: May 15, 2020 Report No. 2020-050 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT: On April 19, 2020, Council Member Armintor sent in a request for a work session for the Council to consider an ordinance to require certain notices to be provided by tow operators to individuals whose motor vehicles have been towed from private or public property without their consent; otherwise known as non-consensual tows. The exact request is worded as follows: If the following is not already required by law, I would like to make a work session proposal at the next posted City Council meeting for the city to pass a law requiring all towing companies towing on either private or public property to inform towees (or whatever the term is for people whose cars have been towed, surely not “customers,” but not “victims” either unless the towing is illegal) *orally and in writing, and before any payment is made* of federal, state, and city towing law and reporting agencies, contact info, and statute of limitations (or whatever the appropriate term is in this case for the reporting period window). The oral and written statement should begin by specifying that under city of Denton law all towing companies are required to provide you with the following information before any payment is made so that you will know your rights and your options. To protect both towees and towing companies, there should be a form for people to initial and sign by hand or with an online signature saying that they have been read this statement orally and received it in writing (one copy should go to the company for its files as proof, and another copy to the towee). On the receipt for payment, it should say that if you were not given this information both orally and in writing, and if you did not sign the form, then the tow was illegal and they need to report it to the appropriate reporting authority and specify their the contact information and their options for public and private tows. BACKGROUND: The operation of tow trucks and vehicle storage facilities (VSFs) is regulated by State law, and regulations governing the majority of these issues are found at Chapter 2308 of the Texas Occupations Code. More specifically, Subchapter J of that Chapter governs rights, notice, and hearings. Since the request desires to add more notification in connection with non-consensual tows, the following are the notices that state law that tow operators are required to provide: (1) a statement of: (A) the person's right to submit a request within 14 days for a court hearing to determine whether probable cause existed to remove, or install a boot on, the vehicle; Date: May 15, 2020 Report No. 2020-050 (B) the information that a request for a hearing must contain; (C) any filing fee for the hearing; and (D) the person's right to request a hearing in any justice court in: (i) the county from which the vehicle was towed; or (ii) for booted vehicles, the county in which the parking facility is located; (2) the name, address, and telephone number of the towing company that removed the vehicle or the booting company that booted the vehicle; (3) the name, address, telephone number, and county of the vehicle storage facility in which the vehicle was placed; (4) the name, street address including city, state, and zip code, and telephone number of the person, parking facility owner, or law enforcement agency that authorized the removal of the vehicle; and (5) the name, address, and telephone number of each justice court in the county from which the vehicle was towed or, for booted vehicles, the county in which the parking facility is located, or the address of an Internet website maintained by the Office of Court Administration of the Texas Judicial System that contains the name, address, and telephone number of each justice court in that county Any time that the State has passed regulations, preemption of municipal authority becomes a concern. Generally speaking, in order to preempt the legislative authority of home-rule municipalities like Denton, the Legislature’s intention to preempt must appear with unmistakable clarity. Fortunately, in drafting the towing regulations, the Legislature anticipated and specifically provided for local regulations at Subchapter E, provided that such local regulations do not try to relax or undermine State standards and regulations. For example, at Section 2308.201 cities are prohibited from regulating tow truck lighting standards or procedures relating to consent towing (e.g., calling AAA), but it allows local authorities to require local registration of non-consent tow operators (those who tow vehicles from private property) and their tow trucks. Pursuant to that grant of authority, Denton passed Ordinance 2015-335, which placed additional restrictions on non-consent tows, codified at Article V of Chapter 23 of Denton’s Code. With respect to notice, the State statute requires certain written notification previously described to the owner/operator of a towed vehicle after a non-consent tow. Apart from the State statute, Denton’s ordinance also requires prompt notification to DPD, so that officers will know that the car was not stolen. Date: May 15, 2020 Report No. 2020-050 DISCUSSION: Even though both the City and the State require different notifications to take place, they are not in conflict, because it is possible (and legally required) to obey both. With that in mind, we can look at specific questions 1. Could a city require that a non-consent tow operator provide oral notice (or maybe written notice in another language) in addition to State-required written notice? YES. It’s possible to do both. However, “possible” does not mean “recommended”. First, having a redundant oral requirement in our ordinance has no impact on State law, authority to tow, or state permitting – even if they violate our ordinance, it doesn’t matter or have any consequence with respect to these issues (moreover, tow operators might try using it as an excuse at JP court for failure to give written notice, claiming “confusion” about oral notice being acceptable). Second, for purposes of municipal enforcement of the ordinance, it is very difficult for the prosecution to carry the burden of proof on an issue where there is conflicting testimony and no objective record. 2. Could a city provide that failure to provide this type of additional notice makes the tow “illegal”, and requires all fees to be refunded on the spot? NO, because the statute provides for a hearing before a court, and such an automatic result is inconsistent with that statutory right (and likely violates due process as well). 3. Could a city require the hearing on notice and probable cause for towing to take place in the municipal court? NO – that’s inconsistent with the statute providing for such a hearing to take place in JP court. 4. Could a city alter the “limitations” for challenging a tow in JP court? NO, it would be inconsistent with the statutory limitation if the city tried to lengthen, and inconsistent with a citizen’s statutory right to challenge if shortened. Impossible for both to apply. 5. Could a city require a VSF to notify an owner or operator of his or her right to challenge the tow before money is paid, or require the owner/operator to acknowledge receipt with a signature? Technically, yes, but such a requirement could not alter the statutory duty to notify in writing, or the timing of statutory events that run from the written notice under State law. In essence, it would be a redundant notice enforceable in municipal court by fine or possible loss of city permit status for violation. It might be possible to do both, but it could very well create a lot of unnecessary confusion for all concerned. Generally speaking, any regulation that can be challenged as “confusing,” “conflicting,” or “inconsistent” can benefit the person being regulated (in this case, the tow operator). Be aware that the State has some very good consumer information fliers about citizens’ rights that arise out of non-consent tows, and a couple are attached. Date: May 15, 2020 Report No. 2020-050 ATTACHMENT(S): 1. TDLR.org : Consumer Information about Towing 2. TDLR.org : Tow-Away Signage in Parking Facilities STAFF CONTACT: Aaron Leal City Attorney (940) 349-8333 Aaron.Leal@cityofdenton.com REQUESTOR: Staff Initiated PARTICIPATING DEPARTMENTS: Legal 4/20/2020 Consumer Information about Towing - Texas.gov https://www.tdlr.texas.gov/towing/consumerinfo.htm 1/5 CONTACT INFORMATIO Consumer Information Renew a License Apply for a New Licens Search Licenses Forms & Publications Laws & Administrative Continuing Education Industry Compliance Inspections Frequently Asked Que Complaints & Enforcem Advisory Board DO IT ONLINE TOOLS TOOLS for Towin Licensing MILITARY SERVICE MEMBERS, VETERA AND SPOUSES For more informa obtaining a TDLR renewing a TDLR expired while serv duty, please go to Outreach page. TOW TRUCKS, OPERATORS AND VEHICLE STORAGE FACILITIES Consumer Information about Towing Cars parked in a tow-away zone or parked on property without permission may be towed at the car owner's expense. These tows are known as Private Property Tows. A property owner may have a boot attached to the wheel instead of having the car towed. These pages provide information for consumers who have had their vehicle towed in a private property tow. I. WHAT ARE YOUR RIGHTS? When a tow truck tries to tow your car or after your car has been towed, you have certain rights as the car owner under the law. Your rights: If you return to your car and it is being hooked-up to a tow truck but IT IS NOT FULLY hooked up and ready for towing, you can keep your car WITHOUT paying a CHARGE. You do not need to prove ownership of the car in this instance. If you return to your car and IT IS FULLY HOOKED UP, READY FOR TOWING, BUT HAS NOT LEFT THE PARKING LOT, you may keep your car but YOU MUST PAY A DROP FEE. You do not need to prove ownership of the car in this instance either. If your car has been towed from a parking lot, you can nd your car by calling the phone number on the no parking sign. You can recover your car from the vehicle storage facility (VSF) after documenting that you are the owner (or allowed user) and paying the towing and storage fees. At the VSF, you may have access to your car to get ownership documents. You do not have to pay a fee to do this. At the VSF, you may have access to your car to recover personal property. You do not have to pay a fee to do this. You can claim or just access your car 24-hours a day and within one hour if the VSF accepts cars 24-hours a day. If a VSF does not accept cars 24 hours a day, you may claim your car within one hour of your request between the hours of 8:00 a.m. and midnight Monday -Saturday and from 8:00 a.m. to 5:00 p.m. on Sundays except for nationally recognized holidays. VSFs with these hours are not required to release a car after midnight. You may request a TOW HEARING at any Justice of the Peace Court in the county where your car was towed if you believe your car was wrongfully towed, stored or booted; or if you were charged more than the allowed fee. You must request a tow hearing from the court within 14 days of the tow. You DO NOT have the right to: Remove or dismantle any part attached to the car while it is at the VSF. Retrieve your car from the VSF without paying the towing, storage or other allowed fees. Have the boot removed without paying the booting fee. Retrieve your car from the VSF without demonstrating that you are the owner or authorized user of the car. Obtain your car after it has been removed from the parking facility but before it has been placed in a VSF. COURT ORDERED PROGRAMS E-MAIL UPDATES FILE A COMPLAINT MEETINGS, COMMISSION, RULES AND STATUTE EMPL LICENSE TYPES REGULATED BY TDLR APPLY/RENEW LICENSES, CHANGE INFO, ETC. DRIVER EDUCATION PARENT TAUGHT, FORMS, ETC. SEARCH DATA LICENSES, VIOLATIONS, ETC. CONTINUING ED FOR PROGRAMS AND PROV 4/20/2020 Consumer Information about Towing - Texas.gov https://www.tdlr.texas.gov/towing/consumerinfo.htm 2/5 For more information about T contact customer service. Texas Department of Licensin Regulation Tow Trucks and Vehicle Storag PO Box 12157 Austin, TX 78711 (800) 803-9202 [in state only] (512) 463-6599 Fax: (512) 463-9468 Relay Texas-TDD: (800) 735-29 II. WHAT SHOULD YOU DO? If you return to your car and it is being hooked-up to a tow truck but IT IS NOT FULLY hooked up and ready for towing, THEN you may ask for the release of your car WITHOUT PAYING ANY FEE OR CHARGE and without proving ownership. If you return to your car and IT IS FULLY HOOKED UP, READY FOR TOWING, BUT HAS NOT LEFT THE PARKING LOT, you may keep your car but YOU MUST PAY A DROP FEE. The maximum drop fee statewide is $127 for car weighing 10,000 lbs or less; $178 for cars weighing more than 10,000 but less than 25,000 lbs; and $229 for cars with a gross weight rating that exceeds 25,000 lbs. A drop fee can be a less if limited by a city or county rule, but it can NEVER be MORE than the amounts listed above. A tow truck driver MUST ACCEPT CASH, CREDIT CARDS AND DEBIT CARDS as payment for the drop charge. If your car has been towed away then you can nd your car by calling the telephone number posted on the tow-away sign. If your car has a boot attached, call the telephone number listed on the warning sticker attached to the window. DO NOT TRY TO REMOVE THE BOOT OR DRIVE WITH THE BOOT ATTACHED AS THIS MAY DAMAGE YOUR CAR. III. RECOVERING YOUR CAR AT A VEHICLE STORAGE FACILITY To recover your car at a VSF you MUST: Provide your photo identi cation, Prove you are the owner or authorized user of the car, and Pay all fees for towing and storage. Provide your photo identi cation. Acceptable forms of ID include: Any state issued driver's license or identi cation card Any photo ID issued by the Federal Government Any photo ID issued by a foreign government such as a Mexico driver's license or a "matricula consular" Prove you own or have the owner's permission to use the car with any ONE of these: Your government issued driver's license that shows your name matches the owner information from the DMV's car registration database An insurance card showing that you are a named insured for the car The certi cate of title to the car showing your name as the owner A notarized power-of-attorney signed by the car owner A tax collector's receipt and a car registration renewal card with your conforming identi cation A current automobile lease or rental agreement signed by the operator of the car, or This TDLR form that you can download, print and ll out: http://www.tdlr.texas.gov/towing/VSF011.pdf. The VSF must also make this form available to you. Pay all fees for towing and storage: The TOW CHARGE: The maximum charge for a private property tow is: $255 for a car weighing up to 10,000 lbs $357 for a car weighing more than 10,000 but less than 25,000 lbs $459 per unit for unit for cars weighing more than 25,000 lbs with a $918 total maximum These are the maximum rates statewide. Lower rates may be set by local municipal or county rule. 4/20/2020 Consumer Information about Towing - Texas.gov https://www.tdlr.texas.gov/towing/consumerinfo.htm 3/5 A DAILY STORAGE CHARGE of between $5.00 and $20 per day or part of a day for a car that is 25 feet long or less. A VSF must charge $35 per day or part of a day for a car that is longer than 25 feet. Here are some more facts about the daily storage charge: A daily storage fee may be charged for any part of the day, except that a daily storage fee may not be charged for more than one day if the car remains at the VSF less than 12 hours. A day is considered to begin and end at midnight. A VSF that accepts a car that is registered in Texas may not charge for more than ve days of storage fees unless a notice (prescribed in §85.703 of the rules) is mailed or published. The notice is to inform the owner of the location of the car. A VSF that accepts a car that is not registered in Texas must not charge for more than ve days before the date a request for owner information is sent to the governmental entity with which the car is registered. A VSF may charge a daily storage fee for each day or portion of a day the car is in storage after the VSF mails the notice to the registered car owner (or publishes the notice if the owner's address is unknown) until the car is removed and all accrued charges are paid. Reasonable storage e orts. A VSF must make reasonable e orts for the storage of a car, such as locking doors, rolling up windows, and closing doors, hatchbacks, sunroofs, trunks, hoods, or convertible tops. Such actions are included in the storage fee. A NOTIFICATION FEE. A VSF may charge up to $50 for notifying you that your car is at their VSF. If a noti cation must be published, and the actual cost of publication exceeds 50% of the noti cation fee, the VSF may recover the additional amount of the cost of publication. The publication fee is in addition to the noti cation fee. The VSF may not charge a noti cation fee if a car is reclaimed by the owner within 24 hours or before noti cation is sent. An IMPOUNDMENT FEE. A VSF may charge a car owner an impoundment fee if impoundment is performed. Impoundment means: If doors, windows, convertible tops, hatchbacks, sun roofs, trunks, or hoods are broken or inoperative, materials such as plastic or canvas tarpaulins must be used to ensure the protection of the stored car. To charge the impoundment fee, the VSF must also do at least one of the following: conduct a written inventory of any unsecured personal property contained in the car; or remove and store all such property for which safekeeping is necessary, and speci es such removal and storage on the written inventory; or obtain the motor car registration information for the car from the Texas Department of Motor Vehicles or analogous state agency. THE IMPOUNDMENT FEE MAY NOT EXCEED $20. If the VSF charges a fee for Impoundment, the written bill for services must specify the exact services performed for that fee and the dates those services were performed. GOVERNMENTAL OR LAW ENFORCEMENT FEES. A VSF may collect from a car owner any fee that must be paid to a law enforcement agency, the agency's authorized agent, or a governmental entity. ADDITIONAL FEES. A VSF may NOT charge additional fees related to the storage of a car other than fees listed above. IV. WHAT INFORMATION AM I ENTITLED TO REGARDING MY CAR BEING TOWED? A consumer who has had a private property tow or any tow from a tra c accident is entitled to receive: A copy of the tow ticket. A towing company must prepare and issue a tow ticket for each nonconsent tow. A copy of the tow ticket must be given to the car owner, if the owner or operator is present and available at the time of the tow, and a copy delivered to the car storage facility. 4/20/2020 Consumer Information about Towing - Texas.gov https://www.tdlr.texas.gov/towing/consumerinfo.htm 4/5 The tow ticket may only authorize charges directly related to towing the car. The tow ticket must itemize each charge and must characterize the fees using the identical fee structure stated in the towing company's nonconsent towing fee schedule on le with the VSF. The tow ticket must contain the licensed name of the towing company, publicly listed telephone number, towing company certi cate of registration number, and the TDLR license number of the towing operator. A towing company must provide its nonconsent towing fees schedule to all VSF where it delivers cars. These fee schedules must be given to the public upon request. A statement of consumer rights to a tow hearing. The information needed to le for a tow hearing. Each VSF shall tell the car owner of TDLR's website and email address, mailing address, and telephone number, for purposes of directing complaints about the car storage to the department. V. WHAT HAPPENS IF I DID NOT CLAIM MY CAR? A VSF may consider a car abandoned if it is not claimed by the owner. A VSF must mail or publish at least two notices stating that they have the car and wait at least 30 days after the second notice before taking any action. A VSF may sell a car through a public sale 30 days after the VSF mailed or published the second notice. Proceeds from the sale will be used to pay towing and storage charges. Any remaining proceeds may be paid to the vehicle owner. Disputes over the sale or the payment of proceeds may be taken to court. Special rules apply to a car that is more than 10 years old and in a condition to only be junked, crushed or dismantled. A VSF with these abandoned nuisance vehicles is not required to send or publish a second notice and may sell the car 30 days after the rst notice. VI. REQUEST A TOW HEARING Consumers that have had their vehicle towed or booted without their consent are entitled to a hearing. The VSF, towing, or booting company must provide consumers a notice that informs them of their right to a hearing and that identi es the justice court having jurisdiction. This will be the court where you le a request for a tow hearing. Consumers must le their request for a hearing before the 14th day (excluding Saturdays, Sundays and national holidays) after the car was placed in the VSF or booted. The notice on tow hearings to consumers must include: (1) a statement that consumers have the right to submit a request within 14 days for a court hearing to determine whether probable cause existed to remove or boot the car; (2) a list of the information that must be included in a request for a hearing; (3) the amount of the ling fee for the hearing; (4) the name, address, and telephone number of the towing company that removed the car or the booting company; (5) the name, address, and telephone number of the VSF; (6) the name, address, and telephone number of the person, property owner, or law enforcement agency that authorized the tow; and (7) the name, address, and telephone number of the justice court where the VSF is located or, for booted cars, the name, address, and telephone number of the justice court where the car was booted. A consumer's request for a tow hearing must contain the following information. The towing company or VSF is required to provide you with the information necessary for you to complete items (2) through (6) below. (1) the name, address, and telephone number of the owner or operator of the car; (2) the location from which the car was removed or in which the car was booted; (3) the date when the car was removed or booted; (4) the name, address, and telephone number of the person or law enforcement agency that authorized the removal or booting; (5) the name, address, and telephone number of the car storage facility in which the car was placed; 4/20/2020 Consumer Information about Towing - Texas.gov https://www.tdlr.texas.gov/towing/consumerinfo.htm 5/5 Privacy and Security Policy Accessibility Open Records Policy Link Policy Compact with Texans Report Suspected Fraud, Waste, or Abuse Texas.gov Statewide Search Texas Homeland Security Texas Transparency Texas Veterans Portal Contact TDLR (6) the name, address, and telephone number of the towing company that removed the car or of the booting company that installed a boot on the car; (7) a copy of any receipt or noti cation that you received from the towing company, the booting company, or the VSF; and (8) one or more photographs that show the location and text of any sign posted at the parking facility that states that parking is restricted; or a statement that no sign restricting parking was posted at the parking facility. The court may charge a ling fee of $20 for this hearing. These hearings must be held before 21 calendar days after the court receives the request. VII. FILING A COMPLAINT WITH TDLR Consumers may le a complaint on-line through the TDLR website regarding a tow company, tow operator, car storage facility or their employees, or a booting company or their employees. Here is the link for ling a complaint: https://www.tdlr.texas.gov/Complaints/. Filing a complaint with TDLR is not a substitute for requesting a tow hearing; however, you may do both. This is a summary of the provisions contained in the Vehicle Towing and Booting Law, the Vehicle Storage Facilities Law, or the administrative rules for those laws, and as such is not a complete description of your rights or of the requirements for license holders. 4/20/2020 Tow-Away Signage in Parking Facilities - Texas.gov https://www.tdlr.texas.gov/towing/compliance/tow/signage.htm 1/2 CONTACT INFORMATIO Consumer Information Renew a License Apply for a New Licens Search Licenses Forms & Publications Laws & Administrative Continuing Education Industry Compliance Inspections Frequently Asked Que Complaints & Enforcem Advisory Board DO IT ONLINE TOOLS TOOLS for Towin Licensing MILITARY SERVICE MEMBERS, VETERA AND SPOUSES For more informa obtaining a TDLR renewing a TDLR expired while serv duty, please go to Outreach page. TOWING COMPLIANCE ASSISTANCE Tow-Away Signage in Parking Facilities On this page: Placement of Signage Required Information Size and Materials Requirements Sample Tow Signs Placement of Signage Areas where parking is restricted must be marked with the following signage requirements: When entering the parking lot or garage, there must be a sign directly facing the driver that is conspicuously visible A sign must be located on the side of each driveway or curb-cut where a vehicle can enter the parking lot or garage If the parking facility does not have de nite entrance points as de ned by curbs, landscaping, or other access barriers, and the entry into the parking area is greater then 35 feet in width, then you may place signs at 25 foot intervals along the entrance Signs must be permanently mounted on a pole, post, permanent wall, or other permanent barrier Signs must be installed on the parking facility Signs must be installed so that the bottom edge of the sign is no lower than ve feet and no higher than eight feet above ground level Required Information Signs prohibiting unauthorized parking must meet the following requirements: Top of Sign The topmost portion of a towing sign must contain the international towing symbol (a solid silhouette of a tow truck towing a vehicle). The international towing symbol must be in bright red, at least four inches in height, and must be on the uppermost portion of a sign. If the international towing symbol cannot be included on the uppermost portion of a sign, it may be placed on a separate sign placed immediately above the sign. The portion of the sign immediately below the international towing symbol must contain the words "Towing Enforced" in letters of at least 2 inches in height. The letters should be white over a bright red background. Middle of Sign The middle portion of the sign must contain the following information displayed in bright red letters at least one inch in height on a white background: The words "Unauthorized Vehicles Will Be Towed at Owner's or Operator's Expense" A statement about who may park in the parking facility and that parking is prohibited for all others COURT ORDERED PROGRAMS E-MAIL UPDATES FILE A COMPLAINT MEETINGS, COMMISSION, RULES AND STATUTE EMPL LICENSE TYPES REGULATED BY TDLR APPLY/RENEW LICENSES, CHANGE INFO, ETC. DRIVER EDUCATION PARENT TAUGHT, FORMS, ETC. SEARCH DATA LICENSES, VIOLATIONS, ETC. CONTINUING ED FOR PROGRAMS AND PROV 4/20/2020 Tow-Away Signage in Parking Facilities - Texas.gov https://www.tdlr.texas.gov/towing/compliance/tow/signage.htm 2/2 For more information about T contact customer service. Texas Department of Licensin Regulation Tow Trucks and Vehicle Storag PO Box 12157 Austin, TX 78711 (800) 803-9202 [in state only] (512) 463-6599 Fax: (512) 463-9468 Relay Texas-TDD: (800) 735-29 Privacy and Security Policy Accessibility Open Records Policy Link Policy Compact with Texans Report Suspected Fraud, Waste, or Abuse Texas.gov Statewide Search Texas Homeland Security Texas Transparency Texas Veterans Portal Contact TDLR The days and hours that towing is enforced Bottom of Sign The bottom portion of the sign must contain a 24-hour per day telephone number (including the area code) that a vehicle owner or operator may call to locate a towed vehicle. This number must be in lettering of at least one inch in height, consisting of white letters on a bright red background. Size and Materials Requirements Sign dimensions must be at least 18 inches wide by 24 inches tall. Signs must be made of weather-resistant material, such as metal or plastic that is intended to remain outdoors permanently. Sample Tow Signs Examples of TDLR-approved towing signs: Patron Parking Towing Sign with descriptions (PDF) Patron Parking Towing and Booting Sign with descriptions (PDF) Resident and Visitor Parking Towing and Booting Sign with descriptions (PDF) Resident Only Parking Towing Sign with descriptions (PDF) Resident Only Parking Towing and Booting Sign with descriptions (PDF) Resident and Guest Parking Towing Sign with descriptions (PDF) City Council Pending Requests for Information City Council Meeting May 19, 2020 Work Session Process •Up to seven requests will be reviewed per meeting (one per Council Member) •Staff will introduce each request •The elected official that made the request will have up to one minute to describe and justify their request •Remaining elected officials will then have up to one minute to provide feedback and indicate their support for the use of staff time to respond to the request •Staff will respond to all requests where a consensus of Council is established Legistar ID: 2020-460 2May19, 2020 Item 1 •Drafting and passing an ordinance requiring all towing companies to provide vehicle owners of all required notifications orally and in writing following a non-consensual tow •Requestor: Council Member Armintor •Council Member Request:Request for a work session on drafting and passing an ordinance “requiring all towing companies towing on either private or public property to inform towees (or whatever the term is for people whose cars have been towed, surely not “customers,” but not “victims” either unless the towing is illegal) *orally and in writing, and before any payment is made* of federal, state, and city towing law and reporting agencies, contact info, and statute of limitations (or whatever the appropriate term is in this case for the reporting period window). The oral and written statement should begin by specifying that under city of Denton law all towing companies are required to provide you with the following information before any payment is made so that you will know your rights and your options. To protect both towees and towing companies, there should be a form for people to initial and sign by hand or with an online signature saying that they have been read this statement orally and received it in writing (one copy should go to the company for its files as proof, and another copy to the towee). On the receipt for payment, it should say that if you were not given this information both orally and in writing, and if you did not sign the form, then the tow was illegal and they need to report it to the appropriate reporting authority and specify their contact information and their options for public and private tows.” •Staff Information: The City Attorney’s Office produced Informal Staff Report No.2020-050 (Exhibit 3) that outlines State statute and current local ordinance provisions regarding the requirements for tow trucks and vehicle storage facilities upon non-consensual tows. If Council consensus is reached to pursue the drafting of an ordinance on this topic, staff can bring forward a work session as available in the upcoming weeks. •Requested Format for Response: Work Session 3Legistar ID: 2020-460 May 19, 2020 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-969,Version:1 AGENDA CAPTION Jennifer Hughes regarding lowering the Denton Municipal Utilities usage fees during the COVID-19 pandemic crisis. City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-932,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton authorizing the City Manager,or his designee,to convey a Supplemental Transmission Line Easement and a Temporary Construction Easement to Oncor Electric Delivery Company LLC.containing approximately a total of 0.9064 acres on a tract of City owned property in the Moreau Forrest Survey,Abstract No.417,City and County of Denton,Texas,providing for severability and an effective date. City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET FILE ID _______ DEPARTMENT: Capital Projects CM/ACM: Mario Canizares DATE: May 19, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton authorizing the City Manager, or his designee, to convey a supplemental transmission line easement and a temporary construction easement to Oncor Electric Delivery Company LLC., containing approximately a total of 0.9064 acres on a tract of city owned property in the Moreau Forrest Survey, Abstract No. 417, City and County of Denton, Texas, providing for severability and an effective date. BACKGROUND Oncor Electric Delivery, LLC (“Oncor”) has requested that the City of Denton (“City”) grant Oncor a Supplemental Transmission Line Easement and a Temporary Construction Easement (collectively, the “Easements”) containing approximately a total of 0.9064 acres on a tract of city owned property located at Geesling Road, and more particularly described in Exhibits “A” and “B” attached to the Easements hereto and made a part hereof for all purposes (the ”Property Interest”) This will facilitate a transmission line connection to the new Oncor Blagg Substation and would assist to facilitate the electric line improvements for the project. The value for the Supplemental Transmission Line Easement is for $1,000.00 and the value for the Temporary Construction Easement is $4,000.00 for a total compensation in the amount of $5,000.00. Oncor will obtain all applicable permits needed prior to construction. This ordinance authorizes the City Manager and the City Attorney, or their respective designees, to grant, sell and convey the easement interest and become effective immediately upon city council approval. If a council member determines that he or she has a conflict of interest pursuant to the Ethics Ordinance, he or she may contact the City Attorney’s Office to recuse themselves prior to the consideration of this agenda item. OPTIONS 1. Approve proposed ordinance 2. Decline to approve proposed ordinance RECOMMENDATION Staff recommends approval of the ordinance. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com PRIOR ACTION/REVIEW (Council, Boards, Commissions) No prior action or review required. FISCAL INFORMATION This action has no impact on City funds. EXHIBITS 1 - AIS 2 – Ordinance 3 - Site map 4 - LLC Members Prepared by: Ben Thomas, Sr. Real Estate Specialist Capital Projects-Real Estate Respectfully submitted: Deanna Cody, Deputy Director Capital Projects-Real Estate City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-753,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,rejecting any and all competitive proposals under RFP 7102 for the construction of the additions of twelve (12)bays to the Fleet Services Building and four (4)bays to the Flushing Truck Storage Building located at 804 Texas Street; and providing an effective date (RFP 7102). The Public Utilities Board recommends approval (6 - 0). City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: May 19, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive proposals under RFP 7102 for the construction of the additions of twelve (12) bays to the Fleet Services Building and four (4) bays to the Flushing Truck Storage Building located at 804 Texas Street; and providing an effective date (RFP 7102). The Public Utilities Board recommends approval (6 - 0). INFORMATION/BACKGROUND Fleet Services staff recognized the need for additional bay space in 2014 initially to accommodate the maintenance of Compressed Natural Gas (CNG) trucks. The 2014 plans were proposed for a four (4) bay expansion that were not advanced at that time due to financial considerations. In 2016, a proposed expandable six (6) bay fleet annex was considered to be constructed on property at the Solid Waste facility. Plans were not advanced at that time due to site considerations. On June 26, 2018, Blue Ridge Services, Inc. presented recommendations from an operational review and staffing study the firm had conducted on the Solid Waste Department’s operations. The 2018 report indicated the current fleet maintenance facility has reached capacity and recommended future expansion of twelve (12) bays to the facility and the addition of dedicated refuse truck technicians. Wastewater Collections and Operations Planning staff recognized the need for additional bay space in 2016 to accommodate 3 flushing trucks and a Closed-Circuit Television (CCTV) rig. In 2019 the Wastewater Collection is requesting to add four (4) bays to be used to keep these trucks protected from freezing temperatures and give us to space to store tools and accessories for these pieces of equipment. Currently, we have only three (3) bays for six (6) flushing trucks and no bay to store our CCTV rig. These trucks are currently having to be winterized daily and exposed to the sun, which damages hoses and fittings. Wastewater Collections and Operations Planning staff is requesting an additional four (4) bays to accommodate these needs. Invitation for Proposals was sent to 291 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Three (3) proposals meeting specifications were received. The Facilities Management Department have decided to reject all proposals and re-solicit this procurement at a future date due to budgetary considerations and adjustments in response to economic impacts from COVID-19. In accordance with the Local Government Code 252.043, the City Council may reject any and all bids. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On May 11, 2020, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. RECOMMENDATION Staff recommends rejection of all proposals under RFP 7102 for construction of the additions of twelve (12) bays to the Fleet Services building and four (4) bay to the Flushing Truck Storage Building. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Larry Chan, 940-349-7755. Legal point of contact: Mack Reinwand at 940-349-8333. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-934,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,rejecting any and all competitive proposals under RFP 7169 for the Smart Routing Solutions for the City’s Solid Waste and Recycling Departments;and providing an effective date (RFP 7169).The Public Utilities Board recommends approval (6 - 0). City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: May 19, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive proposals under RFP 7169 for the Smart Routing Solutions for the City’s Solid Waste and Recycling Departments; and providing an effective date (RFP 7169). The Public Utilities Board recommends approval (6 - 0). INFORMATION/BACKGROUND The City of Denton solicited bids under RFP 7169 to supply a route optimization software solution for the Solid Waste and Recycling Departments. The City of Denton Solid Waste and Recycling Departments were seeking a company to provide software, hardware, and ongoing support for a dynamic, smart-routing solution for its residential and commercial solid waste and recycling collections operation and fleet. The department originally anticipated to be in the process of upgrading its scale house/weigh station software, Customer service, and inventory management system. The successful system was expected to seamlessly integrate between this new system to the route driver to design daily routes, provide turn by turn directions, account for inventory, and serve as a communication device for staff. Invitation for Bids was sent to 300 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Three (3) bids meeting specifications were received. The Solid Waste and Recycling Departments have decided to reject all bids and re-solicit this procurement at a future date due to budgetary considerations and adjustments in response to economic impacts from COVID-19. In accordance with the Local Government Code 252.043, the City Council may reject any and all bids. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On May 11, 2020, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. RECOMMENDATION Staff recommends rejection of all bids under RFP 7169 for the Smart Routing Solutions for the City’s Solid Waste and Recycling Departments. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Brian Boerner, 940-349-8001. Legal point of contact: Mack Reinwand at 940-349-8333. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-935,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,rejecting any and all competitive proposals under RFP 7262 for the renovation of the 651 Mayhill building located at 651 South Mayhill Road; and providing an effective date (RFP 7262). City of Denton Printed on 5/27/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: May 19, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive proposals under RFP 7262 for the renovation of the 651 Mayhill building located at 651 South Mayhill Road; and providing an effective date (RFP 7262). INFORMATION/BACKGROUND The City of Denton solicited bids for the renovation of the 651 Mayhill building located at 651 South Mayhill Road. It was originally constructed as a warehouse for the Federal Government providing 81,000 square feet of enclosed space on approximately five acres. The utilization of the 651 Mayhill building at Solid Waste was re-evaluated and was recently identified as a cost-effective option to move the Purchasing, Warehouse, Risk, and Traffic Operations. By moving these departments, the Warehouse would occupy 55,000 square feet, Purchasing and Risk 5,400 square feet, and Traffic would occupy 10,000 square feet. This would leave approximately 10,600 square feet for future expansion as needed. Invitation for Proposals was sent to 329 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Five (5) proposals meeting specifications were received. The Facilities Management Department has decided to reject all proposals and re-solicit this procurement at a future date due to budgetary considerations and adjustments in response to economic impacts from COVID-19. In accordance with the Local Government Code 252.043, the City Council may reject any and all bids. RECOMMENDATION Staff recommends rejection of all proposal under RFP 7262 for the renovation of the 651 Mayhill building located at 651 South Mayhill Road. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Larry Chan, 940-349-7755. Legal point of contact: Mack Reinwand at 940-349-8333. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-937,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,rejecting any and all competitive proposals under RFP 7281 for a professional service agreement to supply a comprehensive Solid Waste Management Strategy,for the Solid Waste and Recycling Departments;and providing an effective date (RFP 7281). The Public Utilities Board recommends approval (6 - 1). City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: May 19, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, rejecting any and all competitive proposals under RFP 7281 for a professional service agreement to supply a comprehensive Solid Waste Management Strategy, for the Solid Waste and Recycling Departments; and providing an effective date (RFP 7281). The Public Utilities Board recommends approval (6 - 1). INFORMATION/BACKGROUND The City of Denton solicited bids for a professional service agreement to supply a comprehensive solid waste management strategy for the Solid Waste and Recycling Departments. The Solid Waste Strategy is a forward-looking document that was anticipated to be used to help the City strategize, identify, align, and set short- and long-term goals, policies, and actions to manage the generation, diversion, and disposal of solid waste in the City of Denton, and the surrounding area, over the next 25-30 years, improving the quality of life for Denton residents now and in the future. This was anticipated to be a holistic effort by the City of Denton to comprehensively evaluate waste generation, manage solid waste activities, and strategically address personal, residential, commercial, and corporate waste generation and diversion activities. Invitation for Bids was sent to 311 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Three (3) bids meeting specifications were received. The Solid Waste and Recycling Departments have decided to reject all bids and re-solicit this procurement at a future date due to budgetary considerations and adjustments in response to economic impacts from COVID-19. In accordance with the Local Government Code 252.043, the City Council may reject any and all bids. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On May 11, 2020, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com RECOMMENDATION Staff recommends rejection of all bids for a professional service agreement to supply a comprehensive solid waste management strategy for the Solid Waste and Recycling department. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Brian Boerner, 940-349-8001. Legal point of contact: Mack Reinwand at 940-349-8333. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-938,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Manager to execute a contract with Axon Enterprise,Inc.,through the Department of Information Resources (DIR)Cooperative Purchasing Network Contract No.DIR-TSO-3561 for the purchase of police in- car camera system (Axon Fleet System)for 100 vehicles including cameras,software,peripherals,routers, maintenance and services;providing for the expenditure of funds therefor;and providing an effective date (File 7313- awarded to Axon Enterprise, Inc., in the five (5) year not-to-exceed amount of $1,422,450). City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance CFO: Antonio Puente, Jr. DATE: May 19, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a contract with Axon Enterprise, Inc., through the Department of Information Resources (DIR) Cooperative Purchasing Network Contract No. DIR-TSO-3561 for the purchase of police in-car camera system (Axon Fleet System) for 100 vehicles including cameras, software, peripherals, routers, maintenance and services; providing for the expenditure of funds therefor; and providing an effective date (File 7313- awarded to Axon Enterprise, Inc., in the five (5) year not-to-exceed amount of $1,422,450). INFORMATION/BACKGROUND The Denton Police Department currently uses the L3 in-car camera system. The department equips each vehicle with a forward-facing camera mounted in the windshield and a rear-facing camera mounted in the rear window of the car. Either camera can be positioned to record an individual in the backseat of the squad car. These cameras upload data wirelessly through proximity access points mounted in the rear of the police department. This data is stored on a local server physically located at the Police Department. Videos that reach a set purge deadline are then archived onto physical blue-ray disc for long-term storage. This system is used in conjunction with a body-worn camera system from Axon. Officers are required to wear the body- worn camera as well as the microphone for the in-car camera. Officers are also responsible to activate both systems during an incident. The Fleet system provides automatic activation features for speed, activation of emergency equipment, and crashes which allows the camera detects for the events like when the door is opened, or light bar is activated and start recording. The Denton Police Department would like to streamline processes and take advantage of cloud-based storage (Evidence.com) option for digital products including evidence. The current L3 system does not offer a cloud-based solution and still relies on DVD archiving. DVDs corrupt over time making it difficult for the department to comply with the video storage requirements of evidence tied to arrests. Statutes require that we maintain video evidence of first-degree felony arrests for 50 years. The current L3 archiving system is inadequate for this. The L3 camera system’s data upload, data search, evidence capture, long-term storage solution is antiquated. Additionally, this system has limited interoperability with other technologies deployed by the department. Uploading data based on proximity to the north lot of the police department is not the most desirable solution. This presents some delays in the officer’s ability to review the file prior to generating a written report. The vehicle must be left running to avoid the camera system shutting down during upload. The data (video) is searchable on a web-based platform. However, the web-based viewer is only available City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com through the department intranet preventing remote access. The evidence capture presents some issues as well. The evidence is only reviewable either through playback on the web-based portal or using a proprietary player. The evidence can be downloaded for playback without choosing to produce a DVD, but that process is complicated. Generally, playback requires the production of a DVD at some point. The long- term storage options also present some difficulties. The storage solution does not offer categorization options to manage retention periods for videos. This is done through the physical production of a DVD for storage in evidence. Videos not produced for evidence are eventually archived in compressed files on DVDs. There are issues with the corruption of the archived videos. Also, DVDs degrade over time leading to file corruption. Thus, evidence that must be maintained for 10 years by statute for open records (like a video from a DWI) might be corrupted and unavailable for production. This system functions independently from all other technology deployed by the department. It has no capacity to crossover or enhance other systems. The Denton Police Department currently uses Axon for a body-worn camera program. This product solves several issues pointed out above. First, Axon Fleet has interoperability with other technology platforms. Axon Fleet will work in conjunction with our body-worn camera solution. This eliminates the need for officers to wear a separate microphone system for the in-car camera in addition to the body-worn camera. The Axon Fleet system can be triggered to activate by speed, activating emergency equipment, or crashes like the department’s current system. In addition, the Axon Fleet can be activated and start recording when a Taser is turned on when a door is opened, or a light bar is activated. This camera system also has the ability to compare the activity to calls stored in the CAD/RMS system to intuit when videos might be associated with specific calls making locating records easier. The current solution does not offer this capability. Videos captured by Axon Fleet are stored in evidence.com, a cloud-based, secure evidence storage system. This is the current system used for body-worn cameras. Using the same system means that processes are simplified for officers in the field. Evidence.com manages purge cycles and legally required retentions for videos. The data is stored on secured, CJIS compliant servers with multiple back-up systems. Videos can be accessed remotely through web-based platforms that maintain CJIS security. The videos are also viewable in a non-proprietary MP4 format. The system also maintains an audit trail of who accesses evidence, when they did it, and if it was downloaded. Evidence cannot be altered in this system, but it does have a redaction feature that the current solution does not offer. Evidence.com is easy to search and access data on. Evidence can be located by the officer’s name, badge number, camera serial number, date, case number, category, and other criteria. Evidence.com can also manage inventory of equipment deployed and assigned. Axon Fleet also includes the installation of routers in the vehicles deploying the system. This enables continuous remote uploading of videos that do not require proximity to any specific structure or network. This package includes unlimited storage for all video evidence created by the Axon Fleet system. The Department is requesting for expenditure approval for the next five (5) years through 2025 with the base of 100 vehicles and the projected increase of the vehicle fleet and contingency. Axon Fleet requires a 5-year service contract. This contract includes the installation of the Axon Fleet System and a robust warranty for easy replacement of hardware. Pricing obtained through the Department of Information Resources (DIR) Cooperative Purchasing Network has been competitively bid and meets the statutory requirements of Texas Local Government Code 271.102. Description Year 1 (Apr. 20 - Mar. 21) Year 2 (Apr. 21 - Mar. 22) Year 3 (Apr. 22 - Mar. 23) Year 4 (Apr. 23 - Mar. 24) Year 5 (Apr. 24 - Mar. 25) Fleet System for 100 vehicles $365,000 Yearly Maintenance $154,800 $154,800 $154,800 $154,800 Projected new purchases and the replacement based on 5-year expenditure ($4,600/vehicle x 10) + 1,548 x 10 $61,480 $76,960 $92,440 $107,920 Contingency 10% $3,650 $21,628 $23,176 $24,724 $26,272 Total $368,650 $237,908 $254,936 $271,964 $288,992 Contract Total: $1,422,450 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On January 28, 2020, Council approved the interlocal agreement with the Department of Information Resources Purchasing Network (Ordinance 20-196). RECOMMENDATION Award a contract with Axon Enterprise Inc., for the purchase of Police In-Car Camera System (Axon Fleet System) for 100 vehicles including cameras, software, peripherals, routers, maintenance and services, in a five (5) year not-to-exceed amount of $1,422,450. PRINCIPAL PLACE OF BUSINESS Axon Enterprise Inc. Scottsdale, AZ ESTIMATED SCHEDULE OF PROJECT This is a five (5) year contract. FISCAL INFORMATION These products and services will be funded through the Technology Service Public Safety Operating Budget 830700.7804. Requisitions will be entered on an as-needed basis. The budgeted amount for this item is $1,422,450. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Contract Respectfully submitted: Lori Hewell, 349-7100 Purchasing Manager For information concerning this acquisition, contact: Melissa Kraft, 940-349-7823. Legal point of contact: Mack Reinwand at 940-349-8333. ORDINANCE NO. __ _ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH AXON ENTERPRISE, INC., THROUGH THE DEPARTMENT OF INFORMATION RESOURCES (DIR) COOPERATIVE PURCHASING NETWORK CONTRACT NO. DIR- TS0-3561 FOR THE PURCHASE OF POLICE IN-CAR CAMERA SYSTEM (AXON FLEET SYSTEM) FOR 100 VEHICLES INCLUDING CAMERAS, SOFTWARE, PERIPHERALS, ROUTERS, MAINTENANCE AND SERVICES; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7313-A WARDED TO AXON ENTERPRISE, INC., IN THE FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $1 ,422,450). WHEREAS, pursuant to Ordinance 20-196, the Department of Information Resources has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies or services in accordance with the procedures of state law on behalf of the City of Denton; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the State of Texas Department of Information Services Go Direct Program at less cost than the CitY-would expend if bidding. these items._ind.i.Yidually; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The numbered items in the following numbered purchase order for materials, equipment, supplies, or services, shown in the "File Number" listed herein, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMBER VENDOR AMOUNT 7313 Axon Enterprises, Inc. $1,422,450 SECTION 2. By the acceptance and approval of the above numbered items set forth in the attached purchase orders, the City accepts the offer of the persons submitting the bids to the State of Texas Department of Information Services Go Direct Program for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents, and related documents filed with the State of Texas Department of Information Services Go Direct Program, and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in this ordinance wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the State of Texas Department of fuformation Services Go Direct Program, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto, provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the State ofTexas Department of Information Services Go Direct Program, quantities and specified sums contained in the City's purchase orders, and related documents herein approved and accepted. SECTION 4. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by and seconded by , the resolution was passed and approved by the following vote L_-_j: Aye Nay Abstain Absent Mayor, Chris Watts: Gerard Hudspeth, District 1 : Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the ___ day of _________ __;> 2020. CHRIS WATTS, MAYOR ATIEST: ROSA RIOS, CITY SECRETARY BY: ____________ ___ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 In-Car Camera System 7313FILE Suzzen Stroman Not Applicable Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 1 of 12 This Master Services and Purchasing Agreement (“Agreement”) is between Axon Enterprise, Inc., a Delaware corporation (“Axon”) located at 17800 N. 85th Street, Scottsdale, AZ., and the City of Denton, a home rule municipal corporation, (“Agency”). This Agreement is effective as of the last signature date on this Agreement (“Effective Date”). Axon and Agency are each a “Party” and collectively “Parties”. This Agreement governs Agency’s purchase and use of the Axon Devices and Services detailed in the Quote Appendix (“Quote”). TX DIR Contract No. DIR-TSO- 3561 is used for pricing and purchasing justification. The Parties therefore agree as follows: 1 Term. This Agreement begins on the Effective Date and continues for 5 years (“Term”). New devices and services may require additional terms. Axon will not authorize services until Axon receives a signed Quote or accepts a purchase order, whichever is first. 2 Definitions. “Axon Cloud Services” means Axon’s web services for Axon Evidence, Axon Records, Axon Dispatch, and interactions between Evidence.com and Axon Devices or Axon client software. Axon Cloud Service excludes third-party applications, hardware warranties, and my.evidence.com. “Axon Devices” means all hardware provided by Axon under this Agreement. “Quote” means an offer to sell and is only valid for devices and services on the quote at the specified prices. Any terms within Agency’s purchase order in response to a Quote will be void. Orders are subject to prior credit approval. Changes in the deployment estimated ship date may change charges in the Quote. Shipping dates are estimates only.. “Services” means all services provided by Axon under this Agreement, including software, Axon Cloud Services, and professional services. 3 Payment. Axon invoices upon shipment. Payment is due net 30 days from the receipt of invoice. Payment obligations are non-cancelable. Agency will pay invoices without setoff, deduction, or withholding. If Axon sends a past due account to collections, Agency is responsible for collection and attorneys’ fees. 4 Taxes. Agency is responsible for sales and other taxes associated with the order unless Agency provides Axon a valid tax exemption certificate. 5 Shipping. Axon may make partial shipments and ship Devices from multiple locations. All shipments are FOB shipping point via common carrier. Title and risk of loss pass to Agency upon Axon’s delivery to the common carrier. Agency is responsible for any shipping charges in the Quote. 6 Returns. All sales are final. Axon does not allow refunds or exchanges, except warranty returns or as provided by state or federal law. 7 Warranty. 7.1 Hardware Limited Warranty. Axon warrants that Axon-manufactured Devices are free from defects in workmanship and materials for 1 year from the date of Agency’s receipt, except Signal Sidearm, which Axon warrants for 30 months from the date of Agency’s receipt. Axon warrants its Axon-manufactured accessories for 90-days from the date of Agency’s receipt. Used conducted energy weapon (“CEW”) cartridges are deemed to have operated properly. Extended warranties run from the expiration of the 1-year hardware warranty through the extended warranty term. Non- DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 2 of 12 Axon manufactured Devices are not covered by Axon’s warranty. Agency should contact the manufacturer for support of non-Axon manufactured Devices. 7.2 Claims. If Axon receives a valid warranty claim for an Axon manufactured Device during the warranty term, Axon’s sole responsibility is to repair or replace the Device with the same or like Device, at Axon’s option. A replacement Device will be new or like new. Axon will warrant the replacement Device for the longer of (a) the remaining warranty of the original Device or (b) 90- days from the date of repair or replacement. If Agency exchanges a device or part, the replacement item becomes Agency’s property, and the replaced item becomes Axon’s property. Before delivering a Device for service, Agency must upload Device data to Axon Evidence or download it and retain a copy. Axon is not responsible for any loss of software, data, or other information contained in storage media or any part of the Device sent to Axon for service. 7.3 Spare Devices. Axon may provide Agency a predetermined number of spare Devices as detailed in the Quote (“Spare Devices”). Spare Devices will replace broken or non-functioning units. If Agency utilizes a Spare Device, Agency must return to Axon, through Axon’s warranty return process, any broken or non-functioning units. Axon will repair or replace the unit with a replacement Device. Upon termination, Axon will invoice Agency the MSRP then in effect for all Spare Devices provided. If Agency returns the Spare Devices to Axon within 30 days of the invoice date, Axon will issue a credit and apply it against the invoice. 7.4 Limitations. Axon’s warranty excludes damage related to: (a) failure to follow Device use instructions; (b) Devices used with equipment not manufactured or recommended by Axon; (c) abuse, misuse, or intentional damage to Device; (d) force majeure; (e) Devices repaired or modified by persons other than Axon without Axon’s written permission; or (f) Devices with a defaced or removed serial number. 7.4.1 To the extent permitted by law, the above warranties and remedies are exclusive. Axon disclaims all other warranties, remedies, and conditions, whether oral, written, statutory, or implied. If statutory or implied warranties cannot be lawfully disclaimed, then such warranties are limited to the duration of the warranty described above and by the provisions in this Agreement. Axon’s cumulative liability to any Party for any loss or damage resulting from any claim, demand, or action arising out of or relating to any Axon Device or Service will not exceed $1,000,000.00. Neither Party will be liable for direct, special, indirect, incidental, punitive or consequential damages, however caused, whether for breach of warranty or contract, negligence, strict liability, tort or any other legal theory. 8 Statement of Work. Certain Axon Devices and Services, including Axon Records, Axon CAD, Axon Interview Room, and Axon Fleet, may require a Statement of Work that details Axon’s Service deliverables (“SOW”). In the event Axon provides an SOW to Agency, Axon is only responsible to perform Services described in the SOW. Additional services are out of scope. The Parties must document scope changes in a written and signed change order. Changes may require an equitable adjustment in fees or schedule. The SOW is incorporated into this Agreement by reference. 9 Additional Purchases. Agency may purchase up to an additional 50 Fleet 2 units at Axon’s 2019 pricing, attached hereto as Exhibit A, so long as such purchase is made within 60 months of the Effective Date of this Agreement. Any additional purchases of Fleet 2 made under this Section shall be co-termed with this DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 3 of 12 Agreement to ensure all end dates align with the original purchase. All additional purchases of Fleet 2 will be subject to the terms and conditions of this Agreement. 10 Device Warnings. See www.axon.com/legal for the most current Axon device warnings. 11 Design Changes. Axon may make design changes to any Axon Device or Service without notifying Agency or making the same change to Devices and Services previously purchased by Agency. 12 Insurance. Axon will maintain General Liability, Workers’ Compensation, and Automobile Liability insurance. Upon request, Axon will supply certificates of insurance. 13 INDEMNIFICATION. AXON WILL INDEMNIFY AGENCY’S OFFICERS, DIRECTORS, AND EMPLOYEES (“AGENCY INDEMNITEES”) AGAINST ALL CLAIMS, DEMANDS, LOSSES, AND REASONABLE EXPENSES ARISING OUT OF A THIRD-PARTY CLAIM AGAINST AN AGENCY INDEMNITEE RESULTING FROM ANY NEGLIGENT ACT, ERROR OR OMISSION, OR WILLFUL MISCONDUCT BY AXON UNDER THIS AGREEMENT, EXCEPT TO THE EXTENT OF AGENCY’S NEGLIGENCE OR WILLFUL MISCONDUCT, OR CLAIMS UNDER WORKERS COMPENSATION. NO WAIVER OF GOVERMENTAL IMMUNITY. The Parties expressly agree that no provision of the contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 14 IP Rights. Axon owns and reserves all right, title, and interest in Axon devices and services and suggestions to Axon, including all related intellectual property rights. Agency will not cause any Axon proprietary rights to be violated. 15 IP INDEMNIFICATION. AXON WILL INDEMNIFY AGENCY INDEMNITEES AGAINST ALL CLAIMS, LOSSES, AND REASONABLE EXPENSES FROM ANY THIRD-PARTY CLAIM ALLEGING THAT THE USE OF AXON DEVICES OR SERVICES INFRINGES OR MISAPPROPRIATES THE THIRD-PARTY’S INTELLECTUAL PROPERTY RIGHTS. AGENCY MUST PROMPTLY PROVIDE AXON WITH WRITTEN NOTICE OF SUCH CLAIM, TENDER TO AXON THE DEFENSE OR SETTLEMENT OF SUCH CLAIM AT AXON’S EXPENSE AND COOPERATE FULLY WITH AXON IN THE DEFENSE OR SETTLEMENT OF SUCH CLAIM. AXON’S IP INDEMNIFICATION OBLIGATIONS DO NOT APPLY TO CLAIMS BASED ON (A) MODIFICATION OF AXON DEVICES OR SERVICES BY AGENCY OR A THIRD-PARTY NOT APPROVED BY AXON; (B) USE OF AXON DEVICES AND SERVICES IN COMBINATION WITH HARDWARE OR SERVICES NOT APPROVED BY AXON; (C) USE OF AXON DEVICES AND SERVICES OTHER THAN AS PERMITTED IN THIS AGREEMENT; OR (D) USE OF AXON SOFTWARE THAT IS NOT THE MOST CURRENT RELEASE PROVIDED BY AXON. 16 Agency Responsibilities. Agency is responsible for (a) Agency’s use of Axon Devices; (b) breach of this Agreement or violation of applicable law by Agency or an authorized Agency end user; and (c) a dispute between Agency and a third-party over Agency’s use of Axon Devices. 17 Termination. 17.1 For Breach. A Party may terminate this Agreement for cause if it provides 30 days written notice of the breach to the other Party, and the breach remains uncured at the end of 30 days. If Agency terminates this Agreement due to Axon’s uncured breach, Axon will refund prepaid amounts on a prorated basis based on the effective date of termination. DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 4 of 12 17.2 By Agency. If sufficient funds are not appropriated or otherwise legally available to pay the fees, Agency may terminate this Agreement. Agency will deliver notice of termination under this section as soon as reasonably practicable. 17.3 Effect of Termination. Upon termination of this Agreement, Agency rights immediately terminate. Agency remains responsible for all fees incurred before the effective date of termination. If Agency purchases Devices for less than the manufacturer’s suggested retail price (“MSRP”) and this Agreement terminates before the end of the Term, Axon will invoice Agency the difference between the MSRP for Devices received and amounts paid towards those Devices. If terminating for non- appropriation, Agency may return Devices to Axon within 30 days of termination. MSRP is the standalone price of the individual Device at the time of sale. For bundled Devices, MSRP is the standalone price of all individual components. 18 Confidentiality. “Confidential Information” means nonpublic information designated as confidential. To the extent allowed by law, each Party will take reasonable measures to avoid disclosure, dissemination, or unauthorized use of the other Party’s Confidential Information. Unless required by law, neither Party will disclose the other Party’s Confidential Information during the Term and for 5-years thereafter. Axon may publicly announce information related to this Agreement. Axon acknowledges that Agency must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. Any portions of material claimed by Axon to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. 19 General. 19.1 Force Majeure. Neither Party will be liable for any delay or failure to perform due to any Force Majeure Event defined as an uncontrollable natural or unavoidable catastrophe that interrupts the expected course of events. 19.2 Independent Contractors. The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties. 19.3 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 19.4 Non-Discrimination. Neither Party nor its employees will discriminate against any person based on: race; religion; creed; color; sex; gender identity and expression; pregnancy; childbirth; breastfeeding; medical conditions related to pregnancy, childbirth, or breastfeeding; sexual orientation; marital status; age; national origin; ancestry; genetic information; disability; veteran status; or any class protected by local, state, or federal law. 19.5 Export Compliance. Each Party will comply with all import and export control laws and regulations. 19.6 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent. Axon may assign this Agreement, its rights, or obligations without consent: (a) to an affiliate or subsidiary; or (b) for purposes of financing, merger, acquisition, corporate reorganization, or sale of all or substantially all its assets, in which case Axon agrees to provide ninety (90) days DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 5 of 12 written notice of assignment to Agency. This Agreement is binding upon the Parties respective successors and assigns. 19.7 Waiver. No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right. 19.8 Severability. If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect. 19.9 Survival. The following sections will survive termination: Payment, Warranty, Device Warnings, Indemnification, IP Rights, and Agency Responsibilities. 19.10 Governing Law. The laws of the state where Agency is physically located, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. 19.11 Notices. All notices must be in English. Notices posted on Agency’s Axon Evidence site are effective upon posting. Notices by email are effective on the sent date of the email. Notices by personal delivery are effective immediately. Contact information for notices: Axon: Axon Enterprise, Inc. Attn: Legal 17800 N. 85th Street Scottsdale, Arizona 85255 legal@axon.com Agency: Attn: Street Address City, State, Zip Email 19.12 Entire Agreement. This Agreement, including the Appendices and any SOW(s), represents the entire agreement between the Parties. This Agreement supersedes all prior agreements or understandings, whether written or verbal, regarding the subject matter of this Agreement. This Agreement may only be modified or amended in a writing signed by the Parties. Each representative identified below declares that the representative is authorized to execute this Agreement as of the date of signature. Axon Enterprise, Inc. Signature: ______________________________________ Name: __________________________________________ Title: ___________________________________________ Date: ___________________________________________ Agency Signature: ______________________________________ DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Robert Driscoll VP, Associate General Counsel 4/30/2020 Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 6 of 12 Name: __________________________________________ Title: ___________________________________________ Date: ___________________________________________ DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 7 of 12 Axon Cloud Services Terms of Use Appendix 1 Definitions. “Agency Content” is data uploaded into, ingested by, or created in Axon Cloud Services within Agency’s tenant, including media or multimedia uploaded into Axon Cloud Services by Agency. Agency Content includes Evidence but excludes Non-Content Data. “Evidence” is media or multimedia uploaded into Axon Evidence as 'evidence' by an Agency. Evidence is a subset of Agency Content. “Non-Content Data” is data, configuration, and usage information about Agency’s Axon Cloud Services tenant, Axon Devices and client software, and users that is transmitted or generated when using Axon Devices. Non-Content Data includes data about users captured during account management and customer support activities. Non-Content Data does not include Agency Content. 2 Subscription Term. For Axon Evidence subscriptions, including Fleet 2 Unlimited, the subscription begins after shipment of the applicable Axon Device. If Axon ships the Device in the first half of the month, the start date is the 1st of the following month. If Axon ships the Device in the second half of the month, the start date is the 15th of the following month. For phased deployments, the start date begins on shipment of phase one. For purchases solely of Axon Evidence subscriptions, the start date is the Effective Date. The Axon Evidence subscription term ends upon completion of the Axon Evidence subscription stated in the Quote (“Axon Evidence Subscription Term”). Start dates for Axon Records and Axon Dispatch will be addressed through an SOW. 3 Access. Upon Axon granting Agency a subscription to Axon Cloud Services, Agency may access and use Axon Cloud Services to store and manage Agency Content. Agency may not exceed more end users than the Quote specifies. Axon Air requires an Axon Evidence subscription for each drone operator. For Axon Evidence Lite, Agency may access and use Axon Evidence only to store and manage TASER CEW and TASER CAM data (“TASER Data”). Agency may not upload non-TASER Data to Axon Evidence Lite. 4 Agency Owns Agency Content. Agency controls and owns all right, title, and interest in Agency Content. Except as outlined herein, Axon obtains no interest in Agency Content, and Agency Content are not business records of Axon. Agency is solely responsible for uploading, sharing, managing, and deleting Agency Content. Axon will have limited access to Agency Content solely for providing and supporting Axon Cloud Services to Agency and Agency end users. 5 Security. Axon will implement commercially reasonable and appropriate measures to secure Agency Content against accidental or unlawful loss, access or disclosure. Axon will maintain a comprehensive information security program to protect Axon Cloud Services and Agency Content including logical, physical access, vulnerability, risk, and configuration management; incident monitoring and response; encryption of uploaded digital evidence; security education; and data protection. Axon agrees to the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. 6 Agency Responsibilities. Agency is responsible for (a) ensuring Agency owns Agency Content; (b) ensuring no Agency Content or Agency end user’s use of Agency Content or Axon Cloud Services DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 8 of 12 violates this Agreement or applicable laws; and (c) maintaining necessary computer equipment and Internet connections for use of Axon Cloud Services. If Agency becomes aware of any violation of this Agreement by an end user, Agency will immediately terminate that end user’s access to Axon Cloud Services. Agency will also maintain the security of end user names and passwords and security and access by end users to Agency Content. Agency is responsible for ensuring the configuration and utilization of Axon Cloud Services meet applicable Agency regulation and standards. Agency may not sell, transfer, or sublicense access to any other entity or person. Agency shall contact Axon immediately if an unauthorized party may be using Agency’s account or Agency Content, or if account information is lost or stolen. 7 Privacy. Axon will not disclose Agency Content or information about Agency except as compelled by a court or administrative body or required by law or regulation. If Axon receives a disclosure request for Agency Content, Axon will give Agency notice, unless legally prohibited from doing so, to allow Agency to file an objection with the court or administrative body. Agency agrees to allow Axon access to certain information from Agency to (a) perform troubleshooting services upon request or as part of regular diagnostic screening; (b) enforce this Agreement or policies governing the use of Axon Evidence; or (c) perform analytic and diagnostic evaluations of the systems. 8 Storage. For Axon Evidence Unlimited, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Capture or an Axon body-worn camera. For Axon Air Evidence subscriptions, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from an Axon Air device. For Axon Interview Room Unlimited, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Interview Room hardware. For Axon Fleet Unlimited, Agency may store unlimited data in Agency's Axon Evidence account only if data originates from Axon Fleet hardware. Axon may charge Agency additional fees for exceeding purchased storage amounts. For 1GB of storage, Axon will charge Agency $0.48 for active storage and $0.08 for archive storage. The foregoing prices are subject to change annually. Axon may place Agency Content that Agency has not viewed or accessed for 6 months into archival storage. Agency Content in archival storage will not have immediate availability and may take up to 24 hours to access. 9 Location of Storage. Axon may transfer Agency Content to third-party subcontractors for storage. Axon will determine the locations of data centers for storage of Agency Content. For United States agencies, Axon will ensure all Agency Content stored in Axon Cloud Services remains within the United States. Ownership of Agency Content remains with Agency. In the event Axon transfers the content to a new third party, Axon will provide the Agency notice within 30 days of such transfer. Any third-party subcontractor responsible for data storage will adhere to all applicable CJIS requirements. Ownership of Agency Content remains with the Agency. 10 Suspension. Axon may temporarily suspend Agency’s or any end user’s right to access or use any portion or all of Axon Cloud Services immediately upon notice, if Agency or end user’s use of or registration for Axon Cloud Services may (a) pose a security risk to Axon Cloud Services or any third- party; (b) adversely impact Axon Cloud Services , the systems, or content of any other customer; (c) subject Axon, Axon’s affiliates, or any third-party to liability; or (d) be fraudulent. DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 9 of 12 Agency remains responsible for all fees incurred through suspension. Axon will not delete Agency Content because of suspension, except as specified in this Agreement. 11 Axon Cloud Services Warranty. Axon disclaims any warranties or responsibility for data corruption or errors before Agency uploads data to Axon Cloud Services. 12 Axon Cloud Services Restrictions. Agency and Agency end users (including employees), may not, or may not attempt to: 12.1. copy, modify, tamper with, repair, or create derivative works of any part of Axon Cloud Services; 12.2. reverse engineer, disassemble, or decompile Axon Cloud Services or apply any process to derive any source code included in Axon Cloud Services, or allow others to do the same; 12.3. access or use Axon Cloud Services with the intent to gain unauthorized access, avoid incurring fees or exceeding usage limits or quotas; 12.4. use trade secret information contained in Axon Cloud Services, except as expressly permitted in this Agreement; 12.5. access Axon Cloud Services to build a competitive device or service or copy any features, functions, or graphics of Axon Cloud Services; 12.6. remove, alter, or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon’s or Axon’s licensors on or within Axon Cloud Services; or 12.7. use Axon Cloud Services to store or transmit infringing, libelous, or other unlawful or tortious material; to store or transmit material in violation of third-party privacy rights; or to store or transmit malicious code. 13 After Termination. Axon will not delete Agency Content for 90-days following termination. There will be no functionality of Axon Cloud Services during these 90-days other than the ability to retrieve Agency Content. Agency will not incur additional fees if Agency downloads Agency Content from Axon Cloud Services during this time. Axon has no obligation to maintain or provide Agency Content after these 90-days and will thereafter, unless legally prohibited, delete all Agency Content. Upon request, Axon will provide written proof that Axon successfully deleted and fully removed all Agency Content from Axon Cloud Services. 14 Post-Termination Assistance. Axon will provide Agency with the same post-termination data retrieval assistance that Axon generally makes available to all customers. Requests for Axon to provide additional assistance in downloading or transferring Agency Content, including requests for Axon’s data egress service, will result in additional fees and Axon will not warrant or guarantee data integrity or readability in the external system. 15 U.S. Government Rights. If Agency is a U.S. Federal department or using Axon Cloud Services on behalf of a U.S. Federal department, Axon Cloud Services is provided as a “commercial item,” “commercial computer software,” “commercial computer software documentation,” and “technical data”, as defined in the Federal Acquisition Regulation and Defense Federal Acquisition Regulation Supplement. If Agency is using Axon Cloud Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, Agency will immediately discontinue use of Axon Cloud Services. DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 10 of 12 16 Survival. Upon any termination of this Agreement, the following sections in this Appendix will survive: Agency Owns Agency Content, Storage, Axon Cloud Services Warranty, and Axon Cloud Services Restrictions. DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 11 of 12 Axon Fleet Appendix 1 Agency Responsibilities. Agency must ensure its infrastructure and vehicles adhere to the minimum requirements to operate Axon Fleet as established by Axon during the on-site assessment at Agency and in any technical qualifying questions. If Agency’s representations are inaccurate, the Quote is subject to change. 2 CradlePoint. If Agency purchases CradlePoint Enterprise Cloud Manager, Agency will comply with CradlePoint’s end user license agreement. The term of the CradlePoint license may differ from the Axon Evidence Subscription. CradlePoint installation is outside the scope of this Agreement. If Agency requires CradlePoint support, Agency will contact CradlePoint directly. 3 Third-party Installer. If Agency (a) installs Axon Fleet and related hardware without “train the trainer” Services from Axon; (b) does not follow instructions provided by Axon during train the trainer; or (c) uses a third-party to install the hardware (collectively, “Third-party Installer”), Axon will not be responsible for Third-party Installer’s failure to follow instructions relating to installation and use of Axon Fleet. Axon will not be liable for the failure of Axon Fleet hardware to operate per Axon’s specifications or damage to Axon Fleet hardware due to a Third-party Installer. Axon may charge Agency if Axon is required to (a) replace hardware damaged by Third-party Installer; (b) provide extensive remote support; or (c) send Axon personnel to Agency to replace hardware damaged by Third-party Installer. 4 Wireless Offload Software. 4.1. License Grant. Axon grants Agency a non-exclusive, royalty-free, worldwide, perpetual license to use Wireless Offload Software (“WOS”). “Use” means storing, loading, installing, or executing WOS solely for data communication with Axon Devices for the number of licenses purchased. The WOS term begins upon the start of the Axon Evidence Subscription. 4.2. Restrictions. Agency may not: (a) modify, alter, tamper with, repair, or create derivative works of WOS; (b) reverse engineer, disassemble, or decompile WOS, apply any process to derive the source code of WOS, or allow others to do so; (c) access or use WOS to avoid incurring fees or exceeding usage limits; (d) copy WOS in whole or part; (e) use trade secret information contained in WOS; (f) resell, rent, loan or sublicense WOS; (g) access WOS to build a competitive device or service or copy any features, functions or graphics of WOS; or (h) remove, alter or obscure any confidentiality or proprietary rights notices (including copyright and trademark notices) of Axon or Axon’s licensors on or within WOS. 4.3. Updates. If Agency purchases WOS maintenance, Axon will make updates and error corrections to WOS (“WOS Updates”) available electronically via the Internet or media as determined by Axon. Agency is responsible for establishing and maintaining adequate Internet access to receive WOS Updates and maintaining computer equipment necessary for use of WOS. The Quote will detail the maintenance term. 4.4. WOS Support. Upon request by Axon, Agency will provide Axon with access to Agency’s store and forward servers solely for troubleshooting and maintenance. 5 Wireless Microphone. The Axon Fleet Wireless Microphone subscription is a 5-year term. If this Agreement terminates for any reason before the end of the 5 years, Agency must pay the remaining MSRP for the Wireless Microphone, or if terminating for non-appropriations, return the Wireless DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Master Services and Purchasing Agreement Title: Master Services and Purchasing Agreement between Axon and Agency Department: Legal Version: 7.0 Release Date: 8/6/2019 Page 12 of 12 Microphone to Axon. 6 Fleet 2 Unlimited. Both Fleet 2 Unlimited and Fleet 2 Unlimited 60 require a 5-year term. Both offerings provide a 4-year extended warranty on Axon Fleet camera hardware. 7 Fleet 2 Unlimited Upgrade. For Axon Fleet 2 Unlimited, 5-years after the start of the Axon Evidence Subscription associated with Agency’s Axon Fleet Purchase, Axon will provide Agency a new front and new rear Axon Fleet camera that is the same or like Device, at Axon’s sole option (“Axon Fleet Upgrade”). Axon Fleet 2 Unlimited 60 is not eligible to receive an Axon Fleet Upgrade. After Agency makes the fifth Axon Fleet Unlimited payment, Agency may elect to receive the Axon Fleet Upgrade anytime in the fifth year of the Axon Evidence Subscription associated with Agency’s Axon Fleet Purchase. If Agency would like to change models for the Axon Fleet Upgrade, Agency must pay the difference between the MSRP for the offered Axon Fleet Upgrade and the MSRP for the model desired. The MSRP is the MSRP in effect at the time of the upgrade. Agency is responsible for the removal of previously installed hardware and installation of the Axon Fleet Upgrade. Within 30 days of receiving the Axon Fleet Upgrade, Agency must return the original Devices to Axon or destroy the Devices and provide a certificate of destruction to Axon, including serial numbers of the destroyed Devices. If Agency does not destroy or return the Devices to Axon, Axon will deactivate the serial numbers for the Devices received by Agency. 8 Fleet Unlimited Termination. If Agency’s payment for any Axon Fleet Unlimited program or Axon Evidence is more than 30 days past due, Axon may terminate Axon Fleet Unlimited. Once Axon Fleet Unlimited terminates for any reason, then: 8.1. Axon Fleet Unlimited coverage terminates, and no refunds will be given. 8.2. Axon will not and has no obligation to provide the Axon Fleet Upgrade Models. 8.3. Agency will be responsible for payment of any missed payments due to the termination before being allowed to purchase any future Axon Fleet Unlimited. DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Denton Police Dept. -TX ISSUED 4/23/2020 AXON SALES REPRESENTATIVE Chris Neubeck 602-708-0074 cneubeck@axon.com Q-238065-43944.822CN 1 DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Payment Terms: Net 30 Delivery Method: Fedex -Ground Q-238065-43944.822CN Year 1 Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 80156 FLEET 2 UNLIMITED PACKAGE: YEAR 1 PAYMENT 100 1,548.00 473.00 47,300.00 85739 FLEET EVIDENCE.COM STORAGE, UNLIMITED 100 0.00 0.00 0.00 Hardware 71088 AXON FLEET 2 KIT 100 0.00 0.00 0.00 80192 5 YEAR TAP, FLEET 2 KIT 100 0.00 0.00 0.00 11634 CRADLEPOINT IBR900-1200M-NPS+5 YEAR NETCLOUD ESSENT (PRIME)100 1,509.00 1,509.00 150,900.00 71200 FLEET ROUTER ANTENNA, COMPACT 5-IN-1, BLACK 100 270.00 270.00 27,000.00 74110 CABLE, CAT6 ETHERNET 25 FT, FLEET 100 0.00 0.00 0.00 Services 74063 STANDARD FLEET INSTALLATION (PER VEHICLE)100 1,200.00 1,200.00 120,000.00 11620 ADDITIONAL CUSTOM FLEET TRIGGER and INSTALLATION (1 PER)200 99.00 99.00 19,800.00 Subtotal 365,000.00 Estimated Shipping 0.00 Estimated Tax 0.00 Total 365,000.00 Issued: 04/23/2020 Quote Expiration: 06/19/2020 Account Number: 129364 Axon Enterprise, Inc. 17800 N 85th St. Scottsdale, Arizona 85255 United States Phone: (800) 978-2737 Protect Life. PRIMARY CONTACT Chris Summitt Phone: 1-940-349-7944 Email: chris.summitt@cityofdenton.com BILL TO Denton Police Dept. -TX 601 E HICKORY ST DENTON, TX 76205 US SHIP TO Chris Summitt Denton Police Dept. -TX 601 E HICKORY ST DENTON, TX 76205 US SALES REPRESENTATIVE Chris Neubeck Phone: 602-708-0074 Email: cneubeck@axon.com Fax: (480) 658-0629 Q-238065-43944.822CN 2 DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Spares Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Hardware 71088 AXON FLEET 2 KIT 3 0.00 0.00 0.00 80192 5 YEAR TAP, FLEET 2 KIT 3 0.00 0.00 0.00 Subtotal 0.00 Estimated Tax 0.00 Total 0.00 Year 2 Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 80157 FLEET 2 UNLIMITED PACKAGE: YEAR 2 PAYMENT 100 1,548.00 1,548.00 154,800.00 85739 FLEET EVIDENCE.COM STORAGE, UNLIMITED 100 0.00 0.00 0.00 Subtotal 154,800.00 Estimated Tax 0.00 Total 154,800.00 Year 3 Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 80158 FLEET 2 UNLIMITED PACKAGE: YEAR 3 PAYMENT 100 1,548.00 1,548.00 154,800.00 85739 FLEET EVIDENCE.COM STORAGE, UNLIMITED 100 0.00 0.00 0.00 Subtotal 154,800.00 Estimated Tax 0.00 Total 154,800.00 Year 4 Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 80159 FLEET 2 UNLIMITED PACKAGE: YEAR 4 PAYMENT 100 1,548.00 1,548.00 154,800.00 Protect Life.Q-238065-43944.822CN 3 DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Year 4 (Continued) Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages (Continued) 85739 FLEET EVIDENCE.COM STORAGE, UNLIMITED 100 0.00 0.00 0.00 Subtotal 154,800.00 Estimated Tax 0.00 Total 154,800.00 Year 5 Item Description Term (Months)Quantity List Unit Price Net Unit Price Total (USD) Axon Plans & Packages 80160 FLEET 2 UNLIMITED PACKAGE: YEAR 5 PAYMENT 100 1,548.00 1,548.00 154,800.00 85739 FLEET EVIDENCE.COM STORAGE, UNLIMITED 100 0.00 0.00 0.00 Subtotal 154,800.00 Estimated Tax 0.00 Total 154,800.00 Grand Total 984,200.00 Protect Life.Q-238065-43944.822CN 4 DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Summary of Payments Payment Amount (USD) Year 1 365,000.00 Spares 0.00 Year 2 154,800.00 Year 3 154,800.00 Year 4 154,800.00 Year 5 154,800.00 Grand Total 984,200.00 Discounts (USD) Quote Expiration: 06/19/2020 List Amount 1,091,700.00 Discounts 107,500.00 Total 984,200.00 *Total excludes applicable taxes Protect Life.Q-238065-43944.822CN 5 DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Agency Created For:Denton Police Dept. -TX Axon Fleet In-Car Recording Platform This document details a proposed system design STATEMENT OF WORK & CONFIGURATION DOCUMENT Quote:Q-238065-43944.822CN Sold By: Chris Neubeck Designed By: Evan Bates Installed By:Axon Target Install Date: 6 Q-238065-43944.822CN V-3.26.18 DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 SYSTEM CONFIGURATION DETAILS The following sections detail the configuration of the Axon Fleet In-Car System Vehicle Hardware Vehicle Hardware 2 Axon Fleet Cameras will be installed in each vehicle 2 Axon Fleet Battery Boxes will be installed in each vehicle 1 Axon Signal Units will be installed in each vehicle 1 Cradlepoint IBR900-1200 router will be installed in each vehicle Axon Battery Boxes The battery box provides power to its connected camera for up to 4 hours allowing for video offload while the vehicle ignition state is OFF and the MDT is connected and available. Signal Activation Methods When triggered, the Axon Signal Vehicle (ASV) device will activate the recording mechanism for all configured Axon cameras within 30 feet of the vehicle. Mobile Data Terminal Each vehicle will be equipped with a Mobile Data Terminal provided by the customer. Mobile Data Terminal Requirements Operating System: Windows 7 or Windows 10 -x32 or x64 with the most current service packs and updates Hard Drive: Must have 25GB+ of free disk space RAM/Memory: Windows 7 -4GB or greater | Windows 10 -8GB or greater Ethernet Port: The system requires the MDT to have one dedicated and available Ethernet port reserved for an Ethernet cable from router. The Ethernet port can be located on an electronic and stationary mobile docking station. If a docking station is used, it is the preferred location for the Ethernet port. Wi-Fi Card: The system requires an 802.11n compatible Wi-Fi card using 5Ghz band. USB Ports: If the computer is assigned to the officer and does not remain with the vehicle, then the number dongles ordered should equal the number of officers or the number of computers assigned. At least one dedicated and available USB 2.0 port for the Fleet USB dongle USB Port on MDT or Dock. VEHICLE OVERVIEW SITE NAME CUSTOMER NAME Headquarters Denton Police Dept. -TX Total ConfiguredVehicles •100 Total Vehicles with this Configuration Video Capture Sources •200 Total Cameras Deployed •1 Axon Signal Unit(s) Per Vehicle Mobile Data Terminal Per Vehicle •1 Located In Each Vehicle Mobile Router Per Vehicle •1 Cradlepoint IBR900-1200 OffloadMechanism •4G LTE Cellular Evidence Management System •Evidence.com Axon Camera Signal Unit In-Car Router Battery Box 7 Q-238065-43944.822CN DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Additional Considerations If the customer has a MiFi hotspot, embedded cellular, or USB 4G, then the customer must purchase a Cradlepoint router with an external antenna and Cradlecare. For agencies that use NetMotion Mobility, Axon traffic must be passed through; such that it does not use the Mobility VPN tunnel. Customer must provide IT and / or Admin resources at time of installation to ensure data routing if functional for Axon Fleet operation. In the event an Agency is unable to support the IT requirements associated with the installation, Axon reserves the right to charge the Agency for additional time associated with on-site work completed by an Axon Employee. Hardware Provisioning Axon will provide the following router for all vehicles:Cradlepoint IBR900-1200 The customer will provide a MDT for each vehicle In-Car Network Considerations Network Requirements Cradlepoint IBR900-1200 will create a dedicated 5Ghz WiFi network within each vehicle. This network will join the Axon Fleet cameras and Mobile Data Terminal together. NetworkAddressing IP Addressing Total IPs Required Axon Fleet Cameras 200 400Mobile Data Terminal 100 Cradlepoint IBR900-1200 100 Hardware Provisioning Customer to provide all IP addressing and applicable network information Network ConsiderationAgreement Network Consideration Agreement Customer acknowledges the minimum requirements for the network to support this Statement of Work. All Axon employees performing services under this SOW are CJIS certified. If the network provided by Customer does not meet the minimum requirements, or in the event of a requested change in scope of the project, a Change Order will be required and additional fees may apply. Additional fees would also apply if Axon is required to extend the installation time for reasons caused by the customer or the customer network accessibility. 8 Q-238065-43944.822CN DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Professional Services & Training Project Management Axon will assign a Project Manager that will provide the expertise to execute a successful Fleet camera deployment and implementation. The Project Manager will have knowledge and experience with all phases of the project management lifecycle and with all application modules being implemented. He/she will work closely with the customer's project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables. Vehicle Installation Axon will be performing the installation of all Axon Fleet vehicle hardware. Installation services purchased from Axon include a “clip” and removal of existing in-car system hardware. This does not include “full removal” of existing wiring. A “full removal” of all existing hardware and wiring is subject to additional fees. Axon provides basic Fleet operation overview to the customer lead and/or Admin at the time of install. Clip vs Rip installation removal: o It is necessary to differentiate between the type of equipment removal to be provided by Axon. Standard Fleet Installation includes hardware removal in a fashion considered “Clip” which means Axon cuts the wires from the old system without removing multiple panels, removing all wiring and parts from the old system.In the case Axon removes the hardware Axon is not responsible for the surplus of hardware or any devices that may have been physically integrated with the removed system.In some situations, radar systems are integrated with the in-car video system and have a cable that connects to the system, if Axon removes the old in car system then Axon is not responsible for the radar system as part of the removal. o A “Rip” removal should be contracted through ProLogic directly. The Rip would be similar to a complete and full removal, which is more common when they retire a vehicle from service. Custom Trigger Installation Axon Signal Units have multiple trigger configuration options. Any trigger configurations that include a door or magnetic door switch are considered “custom” and may be subject to additional fees. An Axon representative has discussed with the Agency the standard triggers of the Fleet System. Those standard triggers include light-bar activation, speed, crash and gun-locks. The light-bar must have a controller to allow Axon to interface for the desired position, gun-locks must be installed with existing hardware in the vehicle. Doors are considered “CUSTOM” since they required additional hardware and time for installation, typically requiring the door may need to be taken apart for the installation. Training End-user go-live training provides individual device set up and configuration assistance, training on device use, Evidence.com and AXON View XL. End-user go-live training and support is not included in the installation fee scope. 9 Q-238065-43944.822CN DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 4G / Cellular Offload Considerations Network Considerations The Cradlepoint IBR900-1200 will be the connection which allows 4G upload of recorded video The customer will ensure that their cellular contract does not allow for data throttling, or service denial, once a set data threshold is met. Throttling or denial of service will negatively affect Fleet upload capabilities. The MDT's 4G connection will facilitate the upload of recorded video content. Hardware Provisioning The customer will provide all 4G sim cards as required by their mobile provider. 10 Q-238065-43944.822CN DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Notes TX DIR Contract No. DIR-TSO-3561 used for pricing and purchasing justification. Tax is subject to change at order processing with valid exemption. Axon’s Sales Terms and Conditions This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon’s Master Services and Purchasing Agreement (posted at www.axon.com/legal/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable.Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. Signature:CustSIG Date:CustDate Name (Print):CustName Title:CustTitle PO# (Or write N/A):CustPo Please sign and email to Chris Neubeck at cneubeck@axon.com or fax to (480) 658-0629 Thank you for being a valued Axon customer. For your convenience on your next order, please check out our online store buy.axon.com The trademarks referenced above are the property of their respective owners. Protect Life.Q-238065-43944.822CN 11 ***Axon Internal UseOnly*** Review1 Review 2 SFDC Contract #: Order Type: RMA#: Address Used: SO#: Comments: DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 N/A Protect Life.Q-238065-43944.822CN 12 Denton Police Dept. -TX What is the contact name and phone number for this shipment? What are your receiving hours? (Monday-Friday) Is a dock available for this incoming shipment? Are there any delivery restrictions? (no box trucks, etc.) AT T E N T I O N This order may qualify for freight shipping, please fill out the following information. DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT CITY OF DENTON, TEXAS BY: _____________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ DocuSign Envelope ID: BE3E1169-27F2-456E-AAAD-712716CAEC16 Chief Technology Officer Technology Services Melissa Kraft Certificate Of Completion Envelope Id: BE3E116927F2456EAAAD712716CAEC16 Status: Sent Subject: Please DocuSign: City Council Contract 7313 - In-Car Camera System Source Envelope: Document Pages: 26 Signatures: 3 Envelope Originator: Certificate Pages: 6 Initials: 1 Suzzen Stroman AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 suzzen.stroman@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 4/27/2020 8:44:39 AM Holder: Suzzen Stroman suzzen.stroman@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Suzzen Stroman suzzen.stroman@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 4/28/2020 6:32:25 PM Viewed: 4/28/2020 6:38:21 PM Signed: 4/28/2020 6:38:24 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 4/28/2020 6:38:28 PM Viewed: 4/29/2020 12:57:31 PM Signed: 4/29/2020 1:02:51 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 4/29/2020 1:02:55 PM Viewed: 4/30/2020 8:57:24 AM Signed: 4/30/2020 9:01:29 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Robert Driscoll Bobby@axon.com VP, Associate General Counsel Axon Enterprise, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Uploaded Signature Image Using IP Address: 70.190.29.2 Sent: 4/30/2020 10:36:23 AM Viewed: 4/30/2020 11:01:29 AM Signed: 4/30/2020 11:01:35 AM Electronic Record and Signature Disclosure: Accepted: 4/30/2020 11:01:29 AM ID: a4cd8589-168b-4c24-a2df-37071a415892 Signer Events Signature Timestamp Melissa Kraft Melissa.Kraft@cityofdenton.com Chief Technology Officer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 104.190.159.195 Signed using mobile Sent: 4/30/2020 11:01:38 AM Viewed: 4/30/2020 11:03:54 AM Signed: 4/30/2020 11:04:11 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 4/30/2020 11:04:16 AM 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: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Tiffany Wei Tiffany.Wei@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 4/28/2020 6:38:27 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Chris Neubeck cneubeck@axon.com Security Level: Email, Account Authentication (None) Sent: 4/30/2020 10:36:26 AM Viewed: 4/30/2020 10:36:56 AM Electronic Record and Signature Disclosure: Accepted: 4/30/2020 10:34:53 AM ID: 4d3a6fc8-ca21-4ed4-830b-7ba5410e3525 Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 4/30/2020 11:04:15 AM 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 Zolina Parker zolina.parker@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Lisa Collaud Lisa.Collaud@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/30/2020 11:04:16 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-941,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton approving a Consent to Sublease between Nebrig & Associates,Inc.and US Trinity Aviation,LLC,for lease of a fuel facility and equipment at the Denton Enterprise Airport; and providing an effective date. City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Airport ACM: Sara Hensley DATE: May 19, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton approving a Consent to Sublease between Nebrig & Associates, Inc. and US Trinity Aviation, LLC, for lease of a fuel facility and equipment at the Denton Enterprise Airport; and providing an effective date. BACKGROUND The City of Denton received a request from Nebrig & Associates, Inc to execute a Consent to Sublease regarding the use of the fuel facility and equipment located at 4801 John Carrell Drive, by US Trinity Aviation, LLC at Denton Enterprise Airport (Exhibit 2). In accordance with the lease agreement, the tenant may not rent or sublease any portion of the premise, except for the storage of individual aircraft, without the written consent of City. US Trinity Aviation, LLC has negotiated the sublease agreement attached to the Ordinance (Exhibit 3) for the use of the fuel facility and equipment as an interim solution to meet the Airport Minimum Operating Standards for providing Fixed Base Operator services. With Council approval of the Consent to Sublease, US Trinity Aviation, LLC will be permitted to begin conducting FBO services from their leasehold at 5035 Warbird (Exhibit 2). The documents has been reviewed and approved as to form by the City Attorney’s Office and attached to the proposed ordinance (Exhibit 3). STAFF RECOMMENDATION Airport Staff recommends approval of the Ordinance (Exhibit 2). PRIOR ACTION/REVIEW (Council, Boards, Commissions) City Council adopted Ordinance 96-216 approving the lease agreement on September 24, 1996. EXHIBITS 1. Agenda Information Sheet 2. Site Map 3. Ordinance 4. LLC Information Respectfully submitted: Scott T. Gray, C.M., C.A.E. Airport Manager City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Fuel Farm Lease Trinity Aviation Lease of Nebrig fuel farm. Legend Airport Terminal Nebrig Fuel Farm Trinity Aviation FBO 1000 ft N➤➤N City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-914,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton,a Texas municipal home-rule corporation,supporting participation in the 2020 Transportation Alternative Call for Projects by submitting an application to participate in the Safe Routes to School Transportation Alternatives Set-aside Program,for the purpose of securing funding related to the Safe Route to Sam Houston Elementary School Project;confirming anticipated funding should the application be accepted; and providing an effective date. City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Mario Canizares DATE: May 19, 2020 SUBJECT Consider approval of a resolution of the City of Denton, a Texas municipal home-rule corporation, supporting participation in the 2020 Transportation Alternative Call for Projects by submitting an application to participate in the Safe Routes to School Transportation Alternatives Set-aside Program, for the purpose of securing funding related to the Safe Route to Sam Houston Elementary School Project; confirming anticipated funding should the application be accepted; and providing an effective date. BACKGROUND The 2020 Transportation Alternatives (TA) Call for Projects for the North Central Texas Region was made available through North Central Texas Council of Governments (NCTCOG). Approximately $20 million in TA funds will be available to award for eligible project construction activities. General types of eligible projects under this Call include on- and off-road pedestrian and bicycle facilities, shared-use paths, and related pedestrian and bicycle safety countermeasures. Safe Routes to School (SRTS) projects include pedestrian and bicycle infrastructure that will substantially improve safety and the ability for students to walk and bicycle to K-8 schools. Safe Routes to School Project Evaluation Criteria and Scoring for an overview of factors considered in the selection process. Elements of bicycle and pedestrian infrastructure may include: • Sidewalks • Shared-use paths (trails) • Separated bike lanes • Protected intersections • Pedestrian and bicycle signals • Pedestrian lighting • Projects to achieve compliance with the Americans with Disabilities Act of 1990 • Curb extensions, median pedestrian refuge islands, and other crossing safety improvements • Traffic calming features • Signage • Bicycle parking • Conversion and use of abandoned railroad corridors for trails for pedestrians, bicyclists, or other non-motorized users The City of Denton is working on the SRTS projects to apply for the 2020 Transportation Alternatives call for projects. The project team (City staff and Kimley Horn & Associates) in coordination with the Denton ISD and PD crossing guard team have identified two elementary schools (Sam Houston and Newton Rayzor) for funding considerations. As a required criterion to be considered for the project selection, a minimum of 20 percent of the eligible project costs (construction and utilities) must be provided as a local cash match and a resolution of local match commitment from the Project Sponsor City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com agency must be provided with all applications, and the resolution must identify the funding source and amount of the local match. With the TA call for projects, we could leverage our city dollars at rate of four times for a City dollar spent with the matching funds from the program. Therefore, we would like to receive approval from the City Council. EXHIBITS Exhibit 1 - Agenda Information Sheet Exhibit 2 – Resolutions for two schools Respectfully, Brian Jahn, PE City Traffic Engineer City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-915,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton,a Texas municipal home-rule corporation,supporting participation in the 2020 Transportation Alternative Call for Projects by submitting an application to participate in the Safe Routes to School Transportation Alternatives Set-aside Program,for the purpose of securing funding related to the Safe Route to Newton Razor Elementary School Project;confirming anticipated funding should the application be accepted; and providing an effective date. City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Mario Canizares DATE: May 19, 2020 SUBJECT Consider approval of a resolution of the City of Denton, a Texas municipal home-rule corporation, supporting participation in the 2020 Transportation Alternative Call for Projects by submitting an application to participate in the Safe Routes to School Transportation Alternatives Set-aside Program, for the purpose of securing funding related to the Safe Route to Newton Razor Elementary School Project; confirming anticipated funding should the application be accepted; and providing an effective date. BACKGROUND The 2020 Transportation Alternatives (TA) Call for Projects for the North Central Texas Region was made available through North Central Texas Council of Governments (NCTCOG). Approximately $20 million in TA funds will be available to award for eligible project construction activities. General types of eligible projects under this Call include on- and off-road pedestrian and bicycle facilities, shared-use paths, and related pedestrian and bicycle safety countermeasures. Safe Routes to School (SRTS) projects include pedestrian and bicycle infrastructure that will substantially improve safety and the ability for students to walk and bicycle to K-8 schools. Safe Routes to School Project Evaluation Criteria and Scoring for an overview of factors considered in the selection process. Elements of bicycle and pedestrian infrastructure may include: • Sidewalks • Shared-use paths (trails) • Separated bike lanes • Protected intersections • Pedestrian and bicycle signals • Pedestrian lighting • Projects to achieve compliance with the Americans with Disabilities Act of 1990 • Curb extensions, median pedestrian refuge islands, and other crossing safety improvements • Traffic calming features • Signage • Bicycle parking • Conversion and use of abandoned railroad corridors for trails for pedestrians, bicyclists, or other non-motorized users The City of Denton is working on the SRTS projects to apply for the 2020 Transportation Alternatives call for projects. The project team (City staff and Kimley Horn & Associates) in coordination with the Denton ISD and PD crossing guard team have identified two elementary schools (Sam Houston and Newton Rayzor) for funding considerations. As a required criterion to be considered for the project selection, a minimum of 20 percent of the eligible project costs (construction and utilities) must be provided as a local cash match and a resolution of local match commitment from the Project Sponsor City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com agency must be provided with all applications, and the resolution must identify the funding source and amount of the local match. With the TA call for projects, we could leverage our city dollars at rate of four times for a City dollar spent with the matching funds from the program. Therefore, we would like to receive approval from the City Council. EXHIBITS Exhibit 1 - Agenda Information Sheet Exhibit 2 – Resolutions for two schools Respectfully, Brian Jahn, PE City Traffic Engineer City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-958,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,amending the FY 2019-20 Annual Audit Plan; and providing an effective date. City of Denton Printed on 5/27/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Internal Audit STAFF AUDITOR: Madison Rorschach DATE: May 19, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, amending the FY 2019-20 Annual Audit Plan; and providing an effective date. BACKGROUND The FY 2019-20 Annual Audit Plan was originally approved on January 7, 2020 by City Council. Due to the COVID-19 Pandemic, Internal Audit recommended amending the Plan to include a COVID-19 Audit Series to provide needed flexibility during these unprecedented times. During the May 5, 2020 Work Session meeting, the City Council directed Internal Audit to immediately begin performing this work. In addition, the City Council directed Internal Audit to remove the Utility Easements audit during the May 5, 2020 Work Session meeting. This ordinance amends the FY 2019-20 Annual Audit Plan to include these two changes. RECOMMENDATION Internal Audit recommends approval and adoption of the amended FY 2019-20 Annual Audit Plan ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On September 17, 2019 the Audit/Finance Committee received a report on the 2019-20 Audit Plan and recommended moving this item forward for the City Council’s consideration. The Audit Plan was then presented at a City Council Work Session on October 8, 2019. Upon City Council’s receipt of documentation from the City Attorney’s Office, the Audit Plan was again presented on December 17, 2019 and approved by City Council on the Consent Agenda on January 7, 2020. On March 17, 2020, the Audit/Finance Committee recommended that the City Council reconsider the Utility Easement audit during a Work Session and provide further clarification. On May 5, 2020 the City Council directed Internal Audit to remove the Utility Easement audit from the FY2019-20 audit plan and to include a COVID-19 Audit Series on the FY2019-20 audit plan. EXHIBITS 1. Agenda Information Sheet 2. Ordinance 3. Original Audit Plan Ordinance Respectfully submitted: Madison Rorschach, 940-349-7228 Staff Auditor City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-959,Version:1 AGENDA CAPTION Consider adoption of the master ordinance of the City of Denton,Texas establishing the extendable commercial paper financing program and authorizing extendable commercial paper notes,series A and providing an effective date. City of Denton Printed on 5/27/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance CFO: Antonio Puente, Jr DATE: May 19, 2020 SUBJECT Consider adoption of the master ordinance of the City of Denton, Texas establishing the extendable commercial paper financing program and authorizing extendable commercial paper notes, series A and providing an effective date. BACKGROUND The extendable commercial paper was adopted by City Council on April 7, 2020. After adoption, it was submitted to the Texas Attorney General’s office for their review and approval. The ruling from the Attorney General’s Office is that an ad valorem tax needs to be levied in accordance with Art. XI, Sec. 5 of the Texas Constitution to support the commercial paper program. Revisions to comply with these requirements have been included in the ordinance. The revisions strengthen the commercial paper repayment language but does not affect how the City plans on using the program. PRIOR ACTION/REVIEW (Council, Boards, Commissions) On April 7, 2020, City Council adopted an Ordinance approving the Extendable Commercial Paper program. On March 3, 2020 a City Council Work Session was held to introduce and discuss the Extendable Commercial Paper program with City Council. On January 14, 2020 Audit and Finance reviewed the Extendable Commercial Paper program and unanimously approved that it be brought forward to City Council. RECOMMENDATION Staff recommends adoption of ordinance. EXHIBITS 1. Agenda Information Sheet 2. Master Ordinance City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Respectfully submitted: David Gaines, 349-8260 Director of Finance Prepared By: Nancy Towle Treasury Manager MASTER ORDINANCE ESTABLISHING THE CITY OF DENTON EXTENDABLE COMMERCIAL PAPER FINANCING PROGRAM AND AUTHORIZING EXTENDABLE COMMERCIAL PAPER NOTES, SERIES A Adopted: May 19, 2020 Page 1 MASTER ORDINANCE ESTABLISHING THE CITY OF DENTON EXTENDABLE COMMERCIAL PAPER FINANCING PROGRAM AND AUTHORIZING EXTENDABLE COMMERCIAL PAPER NOTES, SERIES A WHEREAS, “the City of Denton, Texas (the “City” or the “Issuer”) is a home-rule municipality, acting as such under the Constitution and laws of the State of Texas, has a population in excess of 50,000, and has outstanding long-term indebtedness that is rated by a nationally recognized rating agency for municipal securities in one of the four highest rating categories for long-term obligations; and WHEREAS, capitalized terms used herein shall have the meanings given to them in Section 1.01 hereof; and WHEREAS, at an election held November 5, 2019, the voters within the Issuer authorized the issuance of obligations in an amount not to exceed $220,900,000 for the purpose of the acquisition of property and making improvements for public purposes in the Issuer for street improvements, public safety facilities for the police department, and acquisition of land for parks, and pursuant to such election the Issuer is authorized to provide for the payment of, principal of and interest on such obligations through the levy of an annual ad valorem tax, within the limits provided by law, on all taxable property within the Issuer; and WHEREAS, the Issuer wishes to provide in this Master Ordinance for the issuance, from time to time, of its ECP Notes, with such ECP Notes to be issued in an aggregate principal amount Outstanding at any one time not exceeding the Authorized Amount to provide an interim variable rate financing program for Projects; and WHEREAS, although the Issuer has the option to extend the maturity of an ECP Note, the Issuer intends, but is not obligated, to pay each ECP Note on its Original Maturity Date from the proceeds of newly issued ECP Notes of the same series, from the proceeds of Refunding Bonds, or from other funds legally available to the Issuer for such purpose; and WHEREAS, the ECP Notes shall be obligations of the Issuer issued in anticipation of receiving proceeds from Refunding Bonds that the Issuer may issue pursuant to a Refunding Ordinance to repay the ECP Notes; and WHEREAS, the ECP Notes authorized to be issued by this Master Ordinance shall be issued and delivered pursuant to the Chapter 1371, Texas Government Code, as amended, and other applicable laws; and WHEREAS, the City Council hereby finds that the purposes for which it may issue ECP Notes hereunder constitute “eligible projects”, as contemplated by Chapter 1371, Texas Page 2 Government Code, as amended, and constitute the type of projects authorized to be financed or refinanced by the General Obligation Bonds; and WHEREAS, the meeting was open to the public and public notice of the time, place and purpose of said meeting was given pursuant to Chapter 551, Texas Government Code; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: ARTICLE I DEFINITIONS AND CONSTRUCTION OF TERMS Section 1.01. Definitions. “Act” means Chapter 1371, Texas Government Code, as amended. “Amended Master Ordinance” means any ordinance amending or amending and restating this Master Ordinance entered into as provided in Article VI of this Master Ordinance. “Authorized Amount” means the lesser of (i) $100,000,000 and (ii) the amount of any remaining unissued General Obligation Bonds authorized for eligible projects under the Act; provided that such amount may be issued in one or more Series and provided, further, that the aggregate amount outstanding under this Master Ordinance at any one time among all Series may not exceed such Authorized Amount. “Beneficial Owner” means the Person in whose name an ECP Note is recorded as beneficial owner of such ECP Note by the Depository, Participant, or Indirect Participant, as the case maybe. “Bond Counsel” means McCall, Parkhurst & Horton L.L.P. or an attorney or law firm of attorneys of national recognition selected or engaged by the Issuer with knowledge and experience in the field of municipal finance, including any attorney or law firm engaged as bond counsel. “Business Day” means any day (a) when banks are open for business in Dallas, Texas, and (b) when banks are not authorized to be closed in New York, New York. “City Authorized Representative” means one or more of the following officers or employees of the Issuer: the City Manager, the Chief Financial Officer, the Director of Finance (or successors to any such positions), or such other officer or employee of the Issuer authorized by the City Council to act as a City Authorized Representative. “City Council” means the City Council of the Issuer. “Code” means the Internal Revenue Code of 1986, as amended and the applicable United States Treasury Regulations proposed or in effect with respect thereto. Page 3 “Costs of Issuance” means all reasonable costs incurred by the Issuer in connection with the issuance of a Series, including, but not limited to: (a) counsel fees related to the issuance of such Series; (b) financial advisor fees incurred in connection with the issuance of such Series; (c) rating agency fees; (d) the initial fees and expenses of the Issuing and Paying Agent; (e) accountant fees related to the issuance of such Series; (f) printing and publication costs; and (g) any other fee or cost incurred in connection with the issuance of such Series that constitutes an “issuance cost” within the meaning of the Code. “CUSIP” has the meaning assigned to such term in Section 2.03(a). “Dealer” means such firm or firms that are acting as a dealer for the Issuer as appointed by the City Authorized Representative pursuant to Section 2.12 hereof and any successor thereto. “Dealer Agreement” means each dealer agreement executed and delivered by a City Authorized Representative and a Dealer pursuant to Section 2.12 hereof, as each such agreement may be amended from time to time pursuant to the terms thereof. “Defeasance Securities” means (i) direct, noncallable obligations of the United States of America, including obligations that are unconditionally guaranteed by the United States of America, (ii) noncallable obligations of an agency or instrumentality of the United States of America, including obligations that are unconditionally guaranteed or insured by the agency or instrumentality and that, on the date of the purchase thereof are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent, and (iii) noncallable obligations of a state or an agency or a county, municipality, or other political subdivision of a state that have been refunded and that, on the date the governing body of the Issuer adopts or approves the proceedings authorizing the financial arrangements are rated as to investment quality by a nationally recognized investment rating firm not less than AAA or its equivalent. “Depository” means the securities depository for a Series of ECP Notes appointed as such pursuant to Section 2.06 hereof, and its successors and assigns. “DTC” means The Depository Trust Company, as the Depository, or any substitute securities depository appointed pursuant to this Master Ordinance, or any nominee of either. “ECP Note” means each “City of Denton Extendable Commercial Paper Note, Series A” issued pursuant to the provisions of this Master Ordinance with a final maturity, whether extended or not as described herein, on a Business Day not more than 270 days from the Issue Date, and which are authorized to be issued and reissued from time to time under this Master Ordinance, having the terms and characteristics specified in Section 2.02 and in the form described in Exhibit A hereto. “EMMA” means the Electronic Municipal Market Access website of the Municipal Securities Rulemaking Board. Page 4 “Event of Default” has the meaning assigned to such term in Section 8.01. “Extended Maturity Date” means, for each ECP Note, a Business Day (which shall be specified in the confirmation sent to the Holder of the ECP Note) that is the Extended Maturity Days from its Issue Date. “Extended Maturity Days” means 270 days or any other lesser number of days specified in the confirmation sent to the Holder of the ECP Note. “Extended Rate” means, for each ECP Note, the rate of interest per annum established under Section 2.02(e) for each weekly period from and after the Original Maturity Date. “Fiscal Year” means the 12-month operational period of the Issuer commencing on October 1 of each year, or such other twelve month period as may in the future be designated as the Fiscal Year of the Issuer. “Fitch” means Fitch Investors Service or, if such corporation is dissolved or liquidated or otherwise ceases to perform securities ratings services, such other nationally recognized securities rating agency as may be designated in writing by the City Council. “General Obligation Bonds” means the general obligation bonds, in an aggregate principal amount not to exceed $220,900,000, authorized by the voters within the Issuer at an election held on November 5, 2019, for the acquisition of property and making improvements for public purposes in said Issuer for (i) street improvements in the aggregate principal amount of $154,000,000, (ii) public safety facilities for the police department in the aggregate principal amount of $61,900,000, and (iii) acquisition of land for parks in the aggregate principal amount of $5,000,000. “Holder” means the Registered Owner or any Person who is in possession of any ECP Note issued to bearer or in blank. “Indirect Participant” means a broker-dealer, bank, or other financial institution for which the Depository holds ECP Notes as a securities depository through a Participant. “Issuance Request” means a request made by the Issuer, acting through a City Authorized Representative, to the Issuing and Paying Agent for the delivery of an ECP Note or ECP Notes. “Issue Date” means, for each ECP Note, the date on which a Series of ECP Notes is initially issued and delivered to the Beneficial Owner. “Issuer” means the City of Denton, Texas. “Issuing and Paying Agent” means such entity or entities acting as such which are appointed by the City Authorized Representative pursuant to Section 2.05 hereof and have Page 5 executed and delivered an Issuing and Paying Agent Agreement as approved and executed by a City Authorized Representative. When there is a co-Issuing and Paying Agent, either may perform the functions and duties of the Issuing and Paying Agent hereunder and under the Issuing and Paying Agent Agreement. “Issuing and Paying Agent Agreement” means any issuing and paying agent agreement authorized to be entered into by Section 2.05 hereof, and any and all modifications, alterations, amendments and supplements thereto, or any other Issuing and Paying Agent Agreement entered into by the Issuer and the Issuing and Paying Agent with respect to the ECP Notes. “LIBOR Index” means (i) for any date the London interbank offered rate for U.S. dollar deposits for a one-month period, as reported on the Reuters Screen LIBOR01 Page (or any successor) as of 11:00 a.m., London time, on the second Business Day preceding such date, or (ii) if such rate is not then reported by Reuters, the rate then reported by any successor to or substitute for such service designated by the City Council, acting through a City Authorized Representative, in writing that provides rate quotations comparable to those provided on such Reuters screen page, or (iii) if such rate is not published or otherwise becomes unavailable, such other publicly available rate as the Issuer (in consultation with the Dealers) shall determine to effect, to the extent practicable, an aggregate all-in interest rate comparable to the LIBOR-based rate in effect prior to its replacement; provided that if the Issuer determines that there is an industry- accepted successor rate to one-month LIBOR, then the Issuer shall select such rate. Such replacement index may be expressed as a percentage of (more or less than, or equal to, 100%) and/or a fixed spread to another index, so that when added to the E variable the resulting sum would be approximately equivalent to the Extended Rate determined based on the LIBOR Index prior to LIBOR becoming unavailable. “Master ECP Note” has the meaning assigned to such term in Section 2.06(b). “Master Ordinance” means this Master Ordinance establishing the City of Denton Extendable Commercial Paper Financing Program and Authorizing Extendable Commercial Paper Notes, Series A, adopted by the City Council on May 19, 2020, and as it may be amended or supplemented from time to time by an Amended Master Ordinance. “Maximum Interest Rate” means (i) with respect to any Series of Tax Exempt ECP Notes, the lesser of: (A) ten percent (10%) per annum and (B) the Maximum Lawful Rate, and (ii) with respect to any Series of Taxable ECP Notes, the lesser of: (A) twelve percent (12%) per annum and (B) the Maximum Lawful Rate. “Maximum Lawful Rate” means the maximum net effective interest rate permitted by law to be paid on obligations issued or incurred by the Issuer in the exercise of its borrowing powers (prescribed by Chapter 1204, Texas Government Code, as amended). “Maximum Original Maturity Days” means the number of days specified in an Issuance Request but may be no greater than 90 days. Page 6 “Moody’s” means Moody’s Investors Service, Inc. or, if such corporation is dissolved or liquidated or otherwise ceases to perform securities rating services, such other nationally recognized securities rating agency as may be designated in writing by the City Council. “Nominee” means the nominee of the Depository as determined from time to time in accordance with this Master Ordinance for any one or more Series of ECP Notes. “Original Maturity Date” means, for each ECP Note, a Business Day not less than 1 day and not greater than the Maximum Original Maturity Days from the Issue Date, and specified as such in the confirmation sent to the Holder of the ECP Note. “Original Rate” means, for each ECP Note, the rate of interest per annum borne by such ECP Note to the Original Maturity Date as specified in the applicable Issuance Request. “Outstanding”, when used with respect to ECP Notes, shall mean all ECP Notes which have been authenticated and delivered under this Master Ordinance, except: (a) ECP Notes cancelled or purchased by the Issuing and Paying Agent for cancellation or delivered to or acquired by the Issuing and Paying Agent for cancellation and, in all cases, with the intent to extinguish the debt represented thereby (including ECP Notes surrendered pursuant to Section 2.08 hereof); (b) ECP Notes in lieu of which other ECP Notes have been authenticated; (c) ECP Notes that have become due (at maturity or on redemption, or otherwise) and for the payment of which sufficient moneys, including interest accrued to the due date, are held by the Issuing and Paying Agent; (d) ECP Notes which, under the terms of this Master Ordinance, are deemed to be no longer Outstanding; and (e) for purposes of any consent or other action to be taken by the Holders of a specified percentage of ECP Notes under this Master Ordinance, ECP Notes held by or for the account of the Issuer or by any person controlling, controlled by or under common control with the Issuer. “Outstanding”, when used with reference to General Obligation Bonds, shall mean all such bonds theretofore delivered except: (i) any such bonds canceled by or on behalf of the Issuer at or before said date; (ii) any such bonds defeased pursuant to the defeasance provisions of the ordinance authorizing their issuance, or otherwise defeased as permitted by applicable law; and (iii) any such bonds in lieu of or in substitution for which another bond shall have been delivered pursuant to the ordinance authorizing the issuance of such bonds. “Participant” means a broker-dealer, bank, or other financial institution for which the Depository holds ECP Notes as a securities depository. “Payment Fund” means that fund created pursuant to Section 4.05 hereof. “Permitted Investments” means any investment permitted by the Public Funds Investment Act, Chapter 2256, Texas Government Code, and the investment policy of the Issuer. “Person” means an individual, a corporation (including a limited liability company), a partnership (including a limited partnership), an association, a trust or any other entity or Page 7 organization, including a government or political subdivision or an agency or instrumentality thereof. “Prevailing Rating” means, at the time of determination and with respect to a Rating Agency, the rating assigned to the ECP Notes by the Rating Agency or any comparable future designation by the Rating Agency. “Proceeds” means proceeds of the sale of the ECP Notes or any moneys, securities or other obligations that may be deemed to be proceeds of the ECP Notes within the meaning of the Code. “Proceeds Fund” means the fund by that name established pursuant to Section 4.06. “Program Expiration Date” means May 1, 2050. “Project” means the acquisition of property and making improvements for public purposes in said Issuer for street improvements, public safety facilities for the police department, and/or acquisition of land for parks, all in accordance with and subject to the election propositions authorizing the issuance of general obligations bonds for such purposes which are listed or otherwise described in a Tax Certificate of the Issuer, as being financed in whole or in part with the Proceeds of the ECP Notes. “Project Costs” means all costs and expenses incurred in relation to a Project and permitted by law to be paid with the Proceeds of the ECP Notes, including without limitation, design, planning, engineering, and legal costs; acquisition costs of land, interests in land, right of way, and easements; construction costs; costs of machinery, equipment, and other capital assets incident and related to the operation, maintenance, and administration of the Project; and Costs of Issuance. “Rating Agency” means, any of the following: (i) Moody’s, (ii) Standard & Poor’s, (iii) Fitch or (iv) any other nationally recognized credit rating agency specified in an Amended Master Ordinance that maintains a rating on the ECP Notes at the request of the Issuer. “Rebate Fund” has the meaning assigned to such term in Section 5.02(b). “Refunding Bonds” means refunding General Obligation Bonds of the Issuer authorized to be issued pursuant to a Refunding Ordinance to retire or defease ECP Notes. “Refunding Ordinance” means any ordinance adopted by the City Council from time to time, authorizing the issuance of the Refunding Bonds. “Registered Owner” means the person or entity in whose name any ECP Note is registered in the Registration Books. “Registration Books” means the books or records relating to the registration, payment, and transfer or exchange of the ECP Notes maintained by the Issuing and Paying Agent pursuant to Section 2.06 hereof. Page 8 “Registrar” means, with respect to any Series, each person or entity, if any, designated by the Issuer herein or in an Amended Master Ordinance to keep a register of any Series and of the transfer and exchange of the ECP Notes comprising such Series, and its successors and assigns, and any other person or entity which may at any time be substituted for it pursuant hereto. Initially, the Registrar shall be the Issuing and Paying Agent. “Series” means a series of ECP Notes issued pursuant to this Master Ordinance; the Outstanding ECP Notes of each series of ECP Notes, when aggregated with all Outstanding ECP Notes of other series, may be in an aggregate amount up to the full Authorized Amount regardless of when or whether issued. “SIFMA” means the Securities Industry and Financial Markets Association. “SIFMA Index” means (i) the seven-day high grade market index of tax-exempt variable rate demand obligations, as most recently calculated by Bloomberg and published or made available by SIFMA or any Person acting in cooperation with or under the sponsorship of SIFMA or (ii) if such index is not published, such other publicly available rate as the Issuer (in consultation with the Dealers) shall deem most nearly equivalent thereto. Such index may be expressed as a percentage of (more or less than, or equal to, 100%) and/or a fixed spread to another index, and in no event shall the interest rate calculated on the basis of the SIFMA Index exceed the Maximum Interest Rate. “Standard & Poor’s” means Standard & Poor’s Financial Services LLC or, if such corporation is dissolved or liquidated or otherwise ceases to perform securities rating services, such other nationally recognized securities rating agency as may be designated in writing by the City Council. “State” means the State of Texas. “Tax Certificate” means a certificate, as amended from time to time, executed and delivered on behalf of the Issuer by a City Authorized Representative on the date upon which a Series is initially issued and delivered, or any functionally equivalent certificate subsequently executed and delivered on behalf of the Issuer by a City Authorized Representative with respect to the requirements of Section 148 (or any successor section) of the Code relating to a Series. “Taxable ECP Notes” means ECP Notes the interest on which is includable in the taxable income of the Holder thereof. “Tax Exempt ECP Notes” means ECP Notes the interest on which is excludable from the taxable income of the Holder thereof. Section 1.02. Construction of Terms. If appropriate in the context of this Master Ordinance, words of the singular number shall be considered to include the plural, words of the Page 9 plural number shall be considered to include the singular, and words of the masculine, feminine, or neuter gender shall be considered to include the other genders. Section 1.03. Interpretation. All references herein to “Articles,” “Sections” and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Master Ordinance, and the words “herein,” “hereof,” “hereunder” and other words of similar import refer to this Master Ordinance as a whole and not to any particular Article, Section or subdivision hereof. If any date for the payment of principal of or interest on the ECP Notes is not a Business Day, payment may be made on the next succeeding day that is a Business Day and no interest will accrue for the intervening period. ARTICLE II AUTHORIZATION OF EXTENDABLE COMMERCIAL PAPER NOTES Section 2.01. Authorization. (a) Pursuant to authority conferred by and in accordance with the provisions of the Constitution and laws of the State of Texas, particularly the Act, ECP Notes are hereby authorized to be issued in an aggregate principal amount not to exceed the Authorized Amount at any one time Outstanding for the purpose of financing Projects and paying Project Costs and to refinance, renew, or refund the principal amount of Outstanding ECP Notes, all in accordance with and subject to the terms, conditions, and limitations contained herein; provided that the maximum aggregate principal amount of ECP Notes that may be issued under this Master Ordinance shall be reduced by the aggregate principal amount of all then Outstanding ECP Notes. For purposes of this Section 2.01, any portion of Outstanding ECP Notes to be paid from money on deposit with the Issuing and Paying Agent and from the available proceeds of Refunding Bonds or other obligations of the Issuer issued on the day of calculation shall not be considered Outstanding. The authority to issue ECP Notes from time to time under the provisions of this Master Ordinance shall exist until the Program Expiration Date, regardless of whether at any time prior to the Program Expiration Date there are any ECP Notes Outstanding. (b) As determined by a City Authorized Representative in accordance with Section 2.02 and in consultation with Bond Counsel in accordance with Section 4.02 hereof for each issuance of ECP Notes, such ECP Notes shall be issued either as (i) Tax Exempt ECP Notes, the interest on which is excludable from the gross income of the owners thereof for federal income tax purposes, pursuant to section 103 of the Code or (ii) Taxable ECP Notes, the interest on which is includable in the gross income of the owners thereof for federal income tax purposes. (c) In connection with the refinancing or refunding of Outstanding ECP Notes through the issuance of ECP Notes, such ECP Notes shall qualify as “obligations,” as such term is defined in the Act at the time any such refinancing or refunding occurs. The Outstanding ECP Notes to be refunded shall be selected by the City Council or as determined by a City Authorized Representative. Page 10 Section 2.02. ECP Notes. (a) Maturity Dates; Denominations. Under and pursuant to the authority granted hereby and subject to the limitations contained herein, ECP Notes to be designated “City of Denton Extendable Commercial Paper Note, Series A (Tax-Exempt)” and “City of Denton Extendable Commercial Paper Note, Series A (Taxable)” are hereby authorized to be issued, sold and delivered from time to time in such principal amounts as determined by a City Authorized Representative in denominations of $100,000 or in integral multiples of $1,000 in excess thereof, numbered in ascending consecutive numerical order in the order of their issuance or in such manner as the Issuing and Paying Agent may deem appropriate, and shall mature and become due and payable on such dates as a City Authorized Representative shall determine at the time of sale; provided that (a) the Original Maturity Date for each ECP Note shall be not less than 1 day nor greater than the Maximum Original Maturity Days from its Issue Date and (b) the Extended Maturity Date for each ECP Note shall be the number of Extended Maturity Days from its Issue Date. ECP Notes within a single Series may bear different Issue Dates, Original Maturity Dates, Extended Maturity Dates and interest rates. Tax Exempt ECP Notes and Taxable ECP Notes shall be sold at a price of par. (b) Dated Date; Interest Calculation; Sale Price. ECP Notes herein authorized (i) shall be dated as of their Issue Date and shall bear interest payable at maturity at a fixed annual rate (calculated on the basis of a year consisting of: 365/366 days and actual number of days elapsed with respect to Tax Exempt ECP Notes and 360 days and actual number of days elapsed with respect to Taxable ECP Notes ), which shall not in any event exceed the Maximum Interest Rate, (ii) shall mature on its Original Maturity Date, unless the Issuer exercises its option in accordance with this Master Ordinance to extend the maturity date, in which case the ECP Note shall mature on its Extended Maturity Date, and (iii) shall be sold by the Dealer pursuant to a Dealer Agreement. ECP Notes may be payable to bearer, may be issued in registered form, without coupons, or may be issued in book-entry-only form pursuant to Section 2.06 as determined by a City Authorized Representative. ECP Notes issued hereunder may contain terms and provisions for the redemption or prepayment thereof prior to maturity, subject to any applicable limitations contained herein (including Section 4.03), as provided herein or otherwise as shall be determined by a City Authorized Representative. (c) Payment. The Issuer will make all payments of principal and interest directly to the Issuing and Paying Agent in immediately available funds on or prior to 2:00 p.m., New York, New York time, on the date any payment is due on any ECP Note. The principal of and the interest on the ECP Notes shall be paid in federal funds or other immediately available funds in currency of the United States of America that is legal tender for the payment of public and private debts. The principal of and the interest on the ECP Notes shall be payable at the principal office of the Issuing and Paying Agent on or before the close of business on any Original Maturity Date or Extended Maturity Date, as the case may be, upon which such ECP Notes have become due and payable, provided that such ECP Notes are presented and surrendered on a timely basis. Upon presentation of such an ECP Note to the Issuing and Paying Agent no later than 1:15 p.m. (New York, New York time) on a Business Day, payment for such ECP Note shall be made by the Page 11 Issuing and Paying Agent in immediately available funds on such Business Day. If an ECP Note is presented for payment after 1:15 p.m. (New York, New York time) on a Business Day, payment therefor may be made by the Issuing and Paying Agent on the next succeeding Business Day without the accrual of additional interest thereon. Notwithstanding the provisions of the previous paragraph, in the event the ECP Notes are issued as a master ECP Note or master ECP Notes in book entry form, they shall be payable at the Original Maturity Date or Extended Maturity Date, as the case may be, without physical presentation or surrender in accordance with the procedures of the Depository. With the consent of the Issuing and Paying Agent, the Issuer may modify the provisions contained in this Section 2.02(c) regarding payment dates and times if deemed appropriate to conform to DTC’s rules and procedures or otherwise, and such modified provisions will be set forth in the Issuing and Paying Agent Agreement. (d) Interest Rate; Interest Payment Dates. Each ECP Note shall bear no interest or shall bear interest at the Original Rate from its Issue Date to its Original Maturity Date and shall be payable on the Original Maturity Date. Principal shall be payable on the Original Maturity Date, unless the Issuer exercises its option to extend the Original Maturity Date to the Extended Maturity Date. The stated interest rate, Original Maturity Date, Extended Maturity Date and other terms of the ECP Notes, as long as not inconsistent with the terms of this Master Ordinance, shall be as set forth in the Issuance Request required by Section 4.01 hereof directing the issuance of ECP Notes. If the Issuer exercises its option in accordance with this Master Ordinance to extend the maturity date of an ECP Note, accrued interest at the Original Rate from the Issue Date to the Original Maturity Date shall be paid on the Original Maturity Date, and the ECP Note shall bear interest from its Original Maturity Date at the Extended Rate, and no additional interest shall accrue on the accrued but unpaid interest from the Issue Date to the Original Maturity Date. (e) Extended Rate. The Extended Rate shall be the rate of interest per annum determined by the following formula; provided that such Extended Rate shall not exceed the Maximum Interest Rate: The Extended Rate for Tax Exempt ECP Notes shall be the rate of interest per annum determined by the following formula; provided that such Extended Rate shall not exceed the Maximum Interest Rate: The greater of (SIFMA Index + E) or F The Extended Rate for Taxable ECP Notes shall be the rate of interest per annum determined by the following formula; provided that such Extended Rate shall not exceed the Maximum Interest Rate: The greater of (LIBOR Index + E) or F Page 12 The Extended Rate applicable to an ECP Note will be determined weekly by the Issuing and Paying Agent based on the Prevailing Ratings and other information available as of 11:00 a.m., New York, New York time, on the Original Maturity Date of the ECP Note and each Thursday thereafter and will apply from that date through the following Wednesday or, if earlier, the applicable Extended Maturity Date. As used in the formula, the E and F variables shall be the fixed percentage rates, expressed in basis points and yields, respectively, determined based on the Prevailing Ratings of the Rating Agencies then rating the ECP Notes, as follows: Prevailing Rating Fitch Moody’s S&P E Variable F Variable F-1+ P-1 A-1+ 300 bps 7.00% F-1 - A-1 400 bps 8.00% F-2 P-2 A-2 600 bps 9.00% Lower than F-2 (or rating withdrawn for credit reasons) Lower than P-2 (or rating withdrawn for credit reasons) Lower than A-2 (or rating withdrawn for credit reasons) Maximum Interest Rate Maximum Interest Rate If the individual Prevailing Ratings indicate different E or F variables as a result of split ratings assigned to the Issuer, the E or F variable shall be the arithmetic average of those indicated by the Prevailing Ratings. If another credit rating agency becomes a Rating Agency, the Issuing and Paying Agent shall, upon written direction of the City Authorized Representative, following consultation with the City Authorized Representative and each Dealer, determine how the agency’s rating categories shall be treated for the purpose of indicating an E or F variable. (f) Payment of Interest While Bearing Interest at Extended Rate. If the Issuer exercises its option to extend the Original Maturity Date to the Extended Maturity Date, interest at the Extended Rate shall be payable on the Extended Maturity Date or upon prior redemption. Such interest will be calculated at the Extended Rate from and including the Original Maturity Date to but excluding the Extended Maturity Date or date of prior redemption. (g) Notice of Extension. The Issuer shall notify the Issuing and Paying Agent and each Dealer by 3:00 p.m., New York, New York time, on the day which is one Business Day prior to the Original Maturity Date if it is exercising its option to extend the Original Maturity Date of an ECP Note to its Extended Maturity Date. Such notice shall be in substantially the form as attached hereto as Exhibit C. The Issuing and Paying Agent shall correspondingly notify (i) DTC by 11:30 a.m., New York, New York time on the Original Maturity Date and (ii) each Rating Agency then maintaining a rating on the ECP Notes and EMMA by the close of business in New York, New York on the Original Maturity Date, that the maturity is being extended. Even if the requisite notices are not given, if payment of the principal of and interest on an ECP Note does not occur on the Original Maturity Date, the maturity of the ECP Note shall be extended automatically to the Extended Maturity Date in accordance with Section 2.08 hereof. With the consent of the Issuing and Paying Agent, the Issuer may modify the notification provisions contained in this Section 2.02(g) if deemed appropriate to conform to DTC’s rules and procedures or otherwise, and such modified provisions will be set forth in the Issuing and Paying Agent Agreement. Page 13 (h) No Default. In no event shall an extension of the Original Maturity Date constitute a default or a breach of any covenant under this Master Ordinance or the Issuing and Paying Agent Agreement. Section 2.03. Form of ECP Notes. (a) If not issued in book-entry-only form, the ECP Notes and the Certificate of Authentication to appear on each of the ECP Notes shall be substantially in the form set forth in Exhibit A hereto with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Master Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) (“CUSIP” numbers) and such legends and endorsements thereon as may, consistently herewith, be approved by a City Authorized Representative. (b) If the ECP Notes are issued in book-entry-only form pursuant to Section 2.06 hereof, they shall be issued in the form of a Master ECP Note for Tax Exempt ECP Notes and a Master ECP Note for Taxable ECP Notes in substantially the forms attached as Exhibit B hereto, or such other forms as are required by DTC, to which there shall be attached the respective form of ECP Note set forth in Exhibit A hereto and it is hereby declared that the provisions of Exhibit A hereto are incorporated into and shall be a part of the applicable Master ECP Note. It is further provided that this Master Ordinance, and the form of ECP Note set forth in Exhibit A hereto shall constitute the “underlying records” referred to in each Master ECP Note. In addition, whenever the beneficial ownership of the ECP Notes is determined by a book entry at DTC, the Issuing and Paying Agent may, without further approval from the Issuer or a City Authorized Representative, place such letters, numbers, marks of identification, legends and endorsements on the ECP Notes and Master ECP Notes as are necessary to satisfy the requirements of DTC. Section 2.04. Execution and Authentication. (a) The ECP Notes shall be executed on behalf of the Issuer by the Mayor and City Secretary under its seal reproduced or impressed thereon. The signature of said officers on the ECP Notes may be manual or facsimile. Notwithstanding the other provisions of this Section, each Master ECP Note shall be executed on behalf of the Issuer by the manual signature of the Mayor and City Secretary. ECP Notes bearing the manual or facsimile signatures of individuals who are or were the proper officers of the Issuer on the date of passage of this Master Ordinance shall be deemed to be duly executed on behalf of the Issuer, notwithstanding that such individuals or either of them shall cease to hold such offices at the time of the initial sale and delivery of a Series of ECP Notes authorized to be issued hereunder and with respect to ECP Notes delivered in subsequent sales, exchanges, and transfers, all as authorized and provided in Chapter 1201, Texas Government Code, as amended. (b) Other than pursuant to Section 2.03(b) hereof, no ECP Note shall be entitled to any right or benefit under this Master Ordinance, or be valid or obligatory for any purpose, unless there Page 14 appears on such ECP Note a certificate of authentication substantially in the form provided in Exhibit A hereto, executed by the Issuing and Paying Agent by manual signature, and such certificate upon any ECP Note shall be conclusive evidence, and the only evidence, that such ECP Note has been duly certified or registered and delivered. (c) The Issuing and Paying Agent shall be the authenticating agent and Registrar for the ECP Notes. Section 2.05. Issuing and Paying Agent. (a) Issuing and Paying Agent. The Issuer hereby appoints U.S. Bank National Association as the Issuing and Paying Agent, and Registrar, and agrees that, at or prior to the time of issuance of the initial ECP Notes, the City Authorized Representative will execute and deliver on behalf of the Issuer, the Issuing and Paying Agent Agreement in substantially the form presented to the City Council, with such changes, additions, or amendments thereto as the City Authorized Representative determines to be necessary and proper to carry out the purpose and intent of the City Council in authorizing this Master Ordinance. The Issuer will at all times, prior to the Program Expiration Date, maintain in effect an Issuing and Paying Agent Agreement, pursuant to which the Issuing and Paying Agent will agree to hold funds and fulfill the duties and obligations of the Issuing and Paying Agent, as provided for in this Master Ordinance. A City Authorized Representative is hereby authorized to enter into any supplemental agreements with the Issuing and Paying Agent or any additional agreements with any successor Issuing and Paying Agent as may be necessary and proper to carry out the purpose and intent of the Issuer. The Issuing and Paying Agent and the Issuer may treat the Registered Owner of each ECP Note as the sole and exclusive owner thereof for the purposes of payment of the principal of or interest on the Series of ECP Notes to which such ECP Note belongs, giving any notice permitted or required to be given to Holders hereunder, registering the transfer of ECP Notes, obtaining any consent or other action to be taken by Holders, and for all other purposes whatsoever, and neither the Issuing and Paying Agent nor the Issuer shall be affected by any notice to the contrary. (b) Resignation and Removal. The Issuing and Paying Agent may at any time resign and be discharged of the duties and obligations created by this Master Ordinance by giving at least 60 days’ written notice to the Dealer and the Issuer. The Issuing and Paying Agent may be removed, at any time by an instrument signed by a City Authorized Representative and filed with the Issuing and Paying Agent and each Dealer. No such resignation or removal shall become effective, however, until a successor Issuing and Paying Agent has been selected and assumed the duties of the Issuing and Paying Agent hereunder. In the event of the resignation or removal of the Issuing and Paying Agent, the Issuing and Paying Agent shall pay over, assign and deliver any moneys held by it in such capacity to its successor. The Issuing and Paying Agent shall make any representations and warranties to the Issuer as may be reasonably requested by the Issuer in connection with any such assignment. Page 15 Should a change in the Issuing and Paying Agent for the ECP Notes occur, the Issuer agrees to promptly cause a written notice thereof to be sent to each Dealer, Registered Owner, if any, of the ECP Notes then Outstanding by United States mail, first class, postage prepaid and to be provided to EMMA. Such notice shall give the address of the successor Issuing and Paying Agent. A successor Issuing and Paying Agent may be appointed without the consent of the Holders. (c) Books and Records. The Issuing and Paying Agent shall at all times keep or cause to be kept proper records in which accurate entries shall be made of all transactions made by it relating to the Proceeds of the ECP Notes and any funds and accounts established and maintained by the Issuing and Paying Agent pursuant to this Master Ordinance and any Amended Master Ordinance. Such records shall be available for inspection by the Issuer on each Business Day upon regular notice during reasonable business hours, and by any Registered Owner or its agent or representative duly authorized in writing at reasonable hours and under regular circumstances. The Issuing and Paying Agent shall provide to the City Authorized Representative upon request and each month a report or statement of the amounts deposited in each fund and account held by it, and the amount disbursed from such funds and accounts, the earnings thereon, the ending balance in each of such funds and accounts, the investments in each such fund and account, and the yield on each investment calculated in accordance with the directions of a City Authorized Representative. Such report or statement shall also include or be accompanied by such information regarding the issuance of ECP Notes during the subject month as the Issuer shall request. The Issuing and Paying Agent shall maintain such books, records and accounts as may be necessary to evidence the obligations of the Issuer resulting from the ECP Notes, the principal amounts owing thereunder, the maturity schedule therefor, the respective rates of interest thereon, and the principal and interest paid from time to time thereunder. Section 2.06. Book-Entry-Only System. (a) Unless a City Authorized Representative or its designee determines that a Series of ECP Notes shall be issued in registered form other than in book entry form, the ECP Notes shall initially be issued in book entry form as further provided in this Section. A City Authorized Representative, acting for and on behalf of the Issuer, is hereby authorized to approve, execute, and deliver a Letter of Representations to DTC and to enter into such other agreements and execute such instruments as are necessary to implement such book-entry-only system, such approval to be conclusively evidenced by the execution thereof by said City Authorized Representative. (b) Under the initial book entry system with DTC, (i) no physical ECP Note certificates will be delivered to DTC and (ii) the Issuer will execute and deliver to the Issuing and Paying Agent, as custodian for the Depository, a Master ECP Note relating to the Tax Exempt ECP Notes and to the Taxable ECP Notes (each a “Master ECP Note”) in substantially the form set forth in Exhibit B hereto, or such other forms as are required by the Depository. Except as provided herein, the ownership of the ECP Notes shall be registered in the name of the Nominee of the Depository. Ownership of beneficial interests in the ECP Notes shall be shown by book entry on the system maintained and operated by the Depository and Participants, and transfers of ownership of Page 16 beneficial interests shall be made only by the Depository and the Participants by book entry, and the Issuer and the Issuing and Paying Agent shall have no responsibility therefor. The Depository will be required to maintain records of the positions of the Participants in the ECP Notes, and the Participants and persons acting through the Participants will be required to maintain records of the purchasers of beneficial interests in the ECP Notes. Except as provided in this Section, the ECP Notes shall not be transferable or exchangeable, except for transfer to another securities depository or to another nominee of a securities depository. (c) With respect to ECP Notes registered in the name of the Depository or its Nominee, neither the Issuer nor the Issuing and Paying Agent shall have any responsibility or obligation to any Participant or to any person on whose behalf a Participant holds an interest in the ECP Notes. Without limiting the immediately preceding sentence, neither the Issuer nor the Issuing and Paying Agent shall have any responsibility or obligation with respect to (i) the accuracy of the records of the Depository or any Participant with respect to any ownership interest in the ECP Notes, (ii) the delivery to any Participant or any other person, other than a Registered Owner of the ECP Notes, as shown on the Registration Books, of any notice with respect to the ECP Notes, including any notice of redemption, (iii) the payment to any Participant or any other person, other than a Registered Owner of the ECP Notes, as shown in the Registration Books, of any amount with respect to principal of and premium, if any, or interest on the ECP Notes or (iv) for any other purpose. (d) Whenever, during the term of the ECP Notes, the beneficial ownership thereof is determined by a book entry at the Depository, the requirements in this Master Ordinance of holding, registering, delivering, exchanging, or transferring the ECP Notes shall be deemed modified to require the appropriate person or entity to meet the requirements of the Depository as to holding, registering, delivering, exchanging, or transferring the book entry to produce the same effect. (e) The Depository may determine to discontinue providing its services with respect to a Series of ECP Notes at any time by giving reasonable written notice to a City Authorized Representative and the Issuing and Paying Agent, and by discharging its responsibilities with respect thereto under applicable law. A City Authorized Representative, exercising the sole discretion of the Issuer and without the consent of any other person, may terminate, upon provision of notice to the Depository and the Issuing and Paying Agent, the services of the Depository with respect to a Series of ECP Notes if the City Authorized Representative determines, on behalf of the Issuer, that the continuation of the system of book-entry-only transfers through the Depository (or a successor securities depository) is not in the best interests of the owners of a Series of ECP Notes or is burdensome to the Issuer. Upon the termination of the services of the Depository with respect to a Series of ECP Notes, after which no substitute Depository willing to undertake the functions of the Depository hereunder can be found or which, in the opinion of the Issuer, is willing and able to undertake such functions upon reasonable and customary terms, a Series of ECP Notes shall no longer be restricted to being registered in the registration books kept by the Registrar in the name of the Nominee of the Depository. In such event, the Issuer shall issue and the Issuing and Paying Agent shall transfer and exchange physical ECP Note certificates in the form set forth in Exhibit A hereto as requested by the Depository or Participants of like principal amount, Series Page 17 and maturity, in denominations of $100,000 and integral multiples of $1,000 in excess thereof, to the identified Holder in replacement of such Holder’s beneficial interests in a Series of ECP Notes. (f) Notwithstanding any provision hereof to the contrary, as long as the ECP Notes of any Series are registered in the name of the Nominee, all payments with respect to principal of and interest on the ECP Notes of such Series and all notices with respect to the ECP Notes of such Series shall be made and given, respectively, as provided in the Depository’s letter of representations for the related Series of ECP Notes or as otherwise instructed by the Depository. (g) The initial Depository with respect to each Series of ECP Notes shall be DTC. The initial Nominee with respect to each Series of ECP Notes shall be CEDE & CO., as nominee of DTC. Section 2.07. Negotiability, Registration, and Exchange. (a) The ECP Notes shall be, and shall have all of the qualities and incidents of a negotiable instrument under the laws of the State, and each successive Holder, in accepting any of the obligations, shall be conclusively deemed to have agreed that such obligations shall be and have all of the qualities and incidents of a negotiable instrument under the laws of the State. (b) Registration Books relating to the registration, payment, and transfer or exchange of the ECP Notes shall at all times be kept and maintained at the office of the Issuing and Paying Agent, and the Issuing and Paying Agent shall obtain, record, and maintain in the Registration Books the name, and to the extent provided by or on behalf of the Holder, the address of each Holder of the ECP Notes, except for any ECP Notes registered to bearer. A copy of the Registration Books shall be provided to and held by the Issuer or City Authorized Representative upon request. (c) Notwithstanding Section 2.06, any ECP Note may, in accordance with its terms and the terms hereof, be transferred or exchanged for ECP Notes of like tenor and character and of other authorized denominations upon the Registration Books by the Holder in person or by his duly authorized agent, upon surrender of such ECP Note to the Issuing and Paying Agent for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Issuing and Paying Agent. Upon surrender for transfer of any ECP Note at the designated office of the Issuing and Paying Agent, the Issuing and Paying Agent shall register and deliver, in the name of the designated transferee or transferees, one or more new ECP Notes executed on behalf of, and furnished by, the Issuer of like tenor and character and of authorized denominations and having the same maturity, bearing interest at the same rate and of a like aggregate principal amount as the ECP Note or ECP Notes surrendered for transfer. (d) ECP Notes may be exchanged for other ECP Notes of like tenor and character and of authorized denominations and having the same maturity, bearing the same rate of interest and of like aggregate principal amount as the ECP Notes surrendered for exchange, upon surrender of the ECP Notes to be exchanged at the designated office of the Issuing and Paying Agent. Whenever Page 18 any ECP Notes are so surrendered for exchange, the Issuing and Paying Agent shall register and deliver new ECP Notes of like tenor and character as the ECP Notes exchanged, executed on behalf of and furnished by, the Issuer to the Holder requesting the exchange. (e) The Issuer and the Issuing and Paying Agent may charge the Holder a sum sufficient to reimburse them for any expenses incurred in making any exchange or transfer after the first such exchange or transfer. The Issuing and Paying Agent or the Issuer may also require payment from the Holder of a sum sufficient to cover any tax, fee, or other governmental charge that may be imposed in relation thereto. Such charges and expenses shall be paid before any such new ECP Note shall be delivered. (f) The Issuer and the Issuing and Paying Agent shall not be required to transfer or exchange any ECP Note selected, called, or being called for redemption in whole or in part. (g) New ECP Notes delivered upon any transfer or exchange shall be valid obligations of the Issuer, evidencing the same debt as the ECP Notes surrendered, shall be secured by this Master Ordinance and shall be entitled to all of the security and benefits hereof to the same extent as the ECP Notes surrendered. (h) The Issuer reserves the right to change the above registration and transferability provisions of the ECP Notes at any time on or prior to the delivery thereof in order to comply with applicable laws and regulations of the United States in effect at the time of issuance thereof. In addition, to the extent that the provisions of this Section conflict with or are inconsistent with the provisions of the form of ECP Notes set forth in Exhibit A hereto, such other provisions shall control. Section 2.08. Mandatory Exchange Upon Extended Maturity. Notwithstanding Section 2.06, by acceptance of an ECP Note, the Holder agrees that, should the principal of such Holder’s ECP Note not be paid on the Original Maturity Date, the Holder shall surrender such ECP Note to the Issuing and Paying Agent in exchange for a new ECP Note of like tenor and character as the ECP Note surrendered but having the Extended Maturity Date instead of the Original Maturity Date. Section 2.09. ECP Notes Mutilated, Lost, Destroyed, or Stolen. If any ECP Note shall become mutilated, the Issuer, at the expense of the Holder of said ECP Note, shall execute and the Issuing and Paying Agent shall authenticate and deliver a new ECP Note of like tenor and number in exchange and substitution for the ECP Note so mutilated, but only upon surrender to the Issuing and Paying Agent of the ECP Note so mutilated. If any ECP Note shall be lost, destroyed, or stolen, evidence of such loss, destruction, or theft may be submitted to the Issuer and the Issuing and Paying Agent. If such evidence is satisfactory to the Issuer and the Issuing and Paying Agent and indemnity satisfactory to them shall be given, the Issuer, at the expense of the Holder, shall execute and the Issuing and Paying Agent shall authenticate and deliver a new ECP Note of like tenor in lieu of and in substitution for the ECP Note so lost, destroyed, or stolen. In the event any such ECP Note shall have matured, the Issuing and Paying Agent instead of issuing a duplicate ECP Note may pay the same without surrender thereof after making such requirement as it deems Page 19 fit for its protection, including a lost instrument bond. Neither the Issuer nor the Issuing and Paying Agent shall be required to treat both the original ECP Note and any duplicate ECP Note as being Outstanding for the purpose of determining the principal amount of ECP Notes which may be issued hereunder, but both the original and the duplicate ECP Note shall be treated as one and the same. The Issuer and the Issuing and Paying Agent may charge the Holder of such ECP Note with their reasonable fees and expenses for such service. Section 2.10. Cancellation. All ECP Notes which at maturity are surrendered to the Issuing and Paying Agent for the collection of the principal and interest thereof or are surrendered for transfer or exchange pursuant to the provisions hereof shall, upon payment or issuance of new ECP Notes, be cancelled by the Issuing and Paying Agent and forthwith transmitted to the Issuer, and thereafter the Issuer shall have custody of such cancelled ECP Notes. Section 2.11. Fiscal and Other Agents. In furtherance of the purposes of this Master Ordinance, the Issuer may from time to time appoint and provide for the payment of such additional fiscal, paying, or other agents or trustees as it may deem necessary or appropriate in connection with the ECP Notes. Section 2.12. Dealer Agreements. J.P. Morgan Securities LLC is hereby appointed and designated as a Dealer, and the City Authorized Representative is hereby authorized to enter into a Dealer Agreement with such firm in substantially the form presented to the City Council, with such changes, additions, or amendments thereto as the City Authorized Representative determines to be necessary and proper to carry out the purpose and intent of the City Council in authorizing this Master Ordinance. The City Authorized Representative is hereby authorized to appoint one or more additional firms to act as Dealer, and agrees that the Issuer will enter into a Dealer Agreement with each Dealer. The Issuer covenants that at all times while any ECP Notes shall be outstanding, it will maintain in effect one or more Dealer Agreements, pursuant to which the Dealer will agree to fulfill the duties and obligations of the Dealer as set forth in this Master Ordinance and its Dealer Agreement. The City Authorized Representative is further authorized and directed from time to time to review the performance of each Dealer and of the ECP Note program authorized hereby and to periodically solicit and review the qualifications of each Dealer and of any additional investment banking firms interested in serving as Dealer. Based upon such review, the number of Dealers selected, which Dealers are selected and the amount of ECP Notes which each Dealer is allocated to attempt to sell may be changed and additional or different Dealers may be selected and new Dealer Agreements entered into based upon a determination that such changes are expected to result in the lowest overall cost of the ECP Note program authorized hereby after taking into account not only the fees to be paid to the Dealers but the expectations as to the performance of each Dealer in providing broad distribution of the ECP Notes and creating competitive pricing without adversely affecting investor liquidity. A City Authorized Representative is hereby authorized and directed to approve, execute, and deliver to the Dealers any instrument evidencing such changes, additions, or amendments to the Dealer Agreements as may be necessary and proper to carry out the purpose and intent of the Page 20 Issuer in authorizing this Master Ordinance. A City Authorized Representative is hereby authorized to enter into any supplemental agreements with the Dealer or with any successor Dealer. Section 2.13. Credit Agreement. The Issuer reserves the right to enter into a credit agreement (as that term is defined by the Act or other applicable State law) to provide liquidity for a part or all of the ECP Notes to be Outstanding under this Master Ordinance and any Amended Master Ordinance; provided that any credit agreement shall be entered into and reviewed by the appropriate State agencies or offices as required by State law. ARTICLE III ESTABLISHMENT OF ECP PROGRAM AND SECURITY THEREFOR Section 3.01. Establishment of ECP Program. This Master Ordinance is intended to establish a master plan for the authorization, issuance, sale, delivery, form, characteristics, provisions of payment and redemption, and security of the ECP Notes. Section 3.02. Security and Pledge. (a) The payment of the principal of and interest on the ECP Notes are and shall be secured by and payable from a lien on and pledge of the following, subject to the provisions of this Master Ordinance permitting the application thereof for the purposes and on the terms and conditions set forth herein: (i) the proceeds from the sale of ECP Notes to refinance the principal amount of maturing ECP Notes (i.e., “roll”), (ii) the proceeds of Refunding Bonds to be issued by the Issuer to pay the principal of and interest on ECP Notes, (iii) the proceeds of the tax levy set forth in Section 3.03, and (iv) all amounts in the funds and accounts created or maintained pursuant to this Master Ordinance and the Issuing and Paying Agent Agreement (except the Rebate Fund), including earnings on such amounts, and such amounts constitute funds held for that purpose, subject only to the provisions of this Master Ordinance and the Issuing and Paying Agent Agreement permitting the application thereof for the purposes and on the terms and conditions set forth herein and therein. The pledge herein made shall be irrevocable until all of the ECP Notes have been paid and retired. The granting of this pledge by the Issuer does not limit in any manner the rights of the Issuer to issue any additional debt or incur any other obligations. The ECP Notes are not secured by or payable from a mortgage or deed of trust on any properties, whether real, personal, or mixed, nor from any source other than as specified in this Master Ordinance. (b) The Issuer covenants to pay the principal of, premium, if any, and the interest on the ECP Notes when due, whether by reason of maturity or redemption. (c) Chapter 1208, Texas Government Code, applies to the issuance of the ECP Notes and the pledge of the proceeds of the sale of ECP Notes or Refunding Bonds under this section and the pledge of taxes under this section and Section 3.03, and such pledge is therefore valid, effective, and perfected. If State law is amended at any time while the ECP Notes are outstanding such that the pledge granted by the Issuer under this section is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the Registered Owners of the ECP Notes the perfection of the security interest in said pledge, the Issuer agrees to take Page 21 such measures as it determines are reasonable and necessary under State law to comply with the applicable provisions of Chapter 9, Texas Business & Commerce Code and enable a filing to perfect the security interest in said pledge to occur. Section 3.03. Tax Levy. (a) During any year while the ECP Notes (including both principal and interest) are Outstanding or unpaid, the City Council shall compute and ascertain a rate and amount of ad valorem taxes which will be sufficient to raise and produce the money required to provide for the payment of the interest thereon as such interest comes due and to provide and maintain a sinking fund adequate to pay the principal thereon as such principal matures (but never less than 2% of the Issuer’s outstanding indebtedness, including the principal amount of the ECP Notes then Outstanding at the time of such tax levy); and such tax shall be based on the latest approved tax rolls of the Issuer, with full allowance being made for tax delinquencies and the cost of tax collection. Such rate and amount of ad valorem taxes are hereby levied, and are hereby ordered to be levied, within the limits prescribed by law, against all taxable property in the Issuer for each year while any of the ECP Notes or interest thereon are Outstanding; such tax shall be assessed and collected in each such year; and the proceeds of such tax shall be appropriated and applied to the payment of the interest on and principal of the ECP Notes as and when due. (b) There is hereby allocated, from lawfully available funds of the Issuer, amounts sufficient to pay interest on the Notes reasonably anticipated to be issued and payable prior to the collection of the first tax levy for the Notes based upon interest rates actually authorized and/or the maximum amount of interest payable on the ECP Notes projected to come due prior to the collection of taxes. (c) In determining the amount of taxes to be levied and the amount of other funds to be allocated to the payment of the principal of and interest on the ECP Notes from and after the first tax levy, the Issuer may take into account any other sources of funding that are lawfully available or are to be lawfully available for payment of such principal and interest on the ECP Notes and may take into account any legal limitation regarding the maximum rate or amount of interest that may be payable on the ECP Notes from time to time. Section 3.04. Covenant to Refinance. (a) The Issuer covenants that it will undertake its best efforts to issue and deliver Refunding Bonds at the times and in the amounts necessary to refinance the ECP Notes that are maturing on the applicable Extended Maturity Date and apply the proceeds of such Refunding Bonds to retire such maturing ECP Notes. Notwithstanding the foregoing, the City Authorized Representative shall not deliver an Issuance Request for a Series of ECP Notes that could not be refinanced on or before the Program Expiration Date. (b) The Issuer intends to refinance the ECP Notes with Refunding Bonds issued under Chapter 1207, Texas Government Code, as amended, and, therefore (in accordance with Section Page 22 1371.057(c) of the Act), the Issuer will treat the ECP Notes as having the intended term and payment schedule of such Refunding Bonds, as determined by the City Authorized Representative. ARTICLE IV ISSUANCE AND SALE OF ECP NOTES; CREATION OF FUNDS; PAYMENT Section 4.01. Issuance and Sale of ECP Notes. (a) All ECP Notes shall be sold in the manner determined by the City Authorized Representative to be most economically advantageous to the Issuer. Prior to the issuance of the first Series of ECP Notes pursuant to this Master Ordinance, ECP Notes of each initial Series shall be executed on behalf of the Issuer and delivered to the Issuing and Paying Agent, which shall hold such ECP Notes unauthenticated in safekeeping for the Issuer. (b) The terms of the ECP Notes shall be established and they shall be delivered by the Issuing and Paying Agent in accordance with telephonic, facsimile, computer, or written instructions of a City Authorized Representative and in the manner specified below and in the Issuing and Paying Agent Agreement. Any Issuance Request made by telephone pursuant to this Section may be recorded by the Issuing and Paying Agent and shall be confirmed promptly in writing by a City Authorized Representative; provided, however, that any conflict between any recorded oral Issuance Request and the written confirmation thereof, shall not affect the validity of any recorded oral Issuance Request received by the Issuing and Paying Agent as provided herein. If the Issuing and Paying Agent does not record an oral Issuance Request, and a conflict exists between such oral Issuance Request and the written confirmation thereof, the terms of the written confirmation shall control. Any such instructions from a City Authorized Representative relating to the issuance of ECP Notes for the purpose of refinancing, renewing or refunding ECP Notes may be in the form of standing instructions to the effect that the Issuing and Paying Agent may rely on instructions it receives from a Dealer for the issuance and sale of such ECP Notes unless otherwise notified in writing by a City Authorized Representative. (c) Any Issuance Request shall specify (i) the aggregate principal amount of ECP Notes of each Series then to be issued, and, subject to Section 2.02(a), the respective denominations in which they are to be issued, (ii) the Original Rate with respect to each ECP Note, (iii) the Issue Date, the Original Maturity Date, and the Extended Maturity Date of each ECP Note, (iv) the Series designation thereof, (v) the formula or method of calculating interest and the basis upon which it is to be computed, (vi) whether such ECP Notes are Tax Exempt ECP Notes or Taxable ECP Notes, (vii) the purchase price, and (viii) any other terms and conditions which are hereby authorized and permitted to be fixed by any City Authorized Representative at the time of sale of the ECP Notes. No later than 1:00 p.m. (New York, New York time) on each Business Day on which the Issuer proposes to issue ECP Notes, the applicable Dealer shall report to the Issuer each transaction made with or arranged by it or shall notify the Issuer and the Issuing and Paying Agent of the difference, if any, between the amount of maturing ECP Notes of a Series and the amount of ECP Notes of a Series which the Dealer has arranged to sell or has agreed to purchase. The Issuer may deliver an Issuance Request for the issuance of ECP Notes on multiple roll-over dates Page 23 in the future, but shall have the right to rescind such notice with respect to ECP Notes to be issued, no later than 11:00 a.m. (New York, New York time) on any date ECP Notes are to be issued. (d) Upon receipt of such Issuance Request (which may be transmitted by mail, facsimile or other electronic communications method, or by telephone, promptly confirmed in writing by 1:30 p.m. New York, New York time), the Issuing and Paying Agent shall, by 1:45 p.m. (New York, New York time) on such day, complete each ECP Note as to amount, Issue Date, Original Maturity Date, Extended Maturity Date and Original Rate specified in such Issuance Request, and deliver each such ECP Note to or upon the order of the applicable Dealer upon receipt of payment therefor; provided, however, that no such ECP Notes shall be delivered by the Issuing and Paying Agent if such delivery would cause the sum of the aggregate principal amount of ECP Notes Outstanding to exceed the Authorized Amount. If an Issuance Request is received after 1:30 p.m. (New York, New York time) on a given day, the Issuing and Paying Agent shall not be obligated to deliver the requested ECP Notes until the next succeeding Business Day. (e) At least one Business Day prior to any date on which the Issuer intends to issue ECP Notes, the Issuer shall provide notice of such intent to the Issuing and Paying Agent and the Dealer. In connection with each issuance and sale of ECP Notes for the purpose of refinancing, renewing or refunding ECP Notes, a City Authorized Representative is hereby authorized to provide standing instructions to any Dealer of its preferred ranges for the interest rates and maturity dates for any such sale of ECP Notes; provided that, no such ECP Note shall (i) bear interest at a rate that exceeds the Maximum Interest Rate, (ii) have a denomination of less than $100,000 or (iii) have a term in excess of 270 calendar days, whether extended or not; and provided further that, the interest rates shall be the minimum interest rates which, in the opinion of such Dealer under then-existing market conditions, would result in the sale of such ECP Notes at a price equal to the principal amount thereof. Section 4.02. Conditions to Delivery Pursuant to Issuance Request. (a) No ECP Notes of any Series shall be delivered by the Issuing and Paying Agent if (i) it shall have received notice from a City Authorized Representative directing the Issuing and Paying Agent to cease authenticating and delivering ECP Notes until such time as such direction is withdrawn by similar notice, (ii) it shall have actual knowledge that an Event of Default shall have occurred and be continuing, and will not be cured by the issuance of the applicable ECP Notes, (iii) it shall have received notice from Bond Counsel that its opinion regarding the exclusion of interest on the ECP Notes of such issue or Series (issued as Tax Exempt ECP Notes) from gross income for federal income tax purposes of the Holders thereof is being withdrawn or (iv) the maturity date of such ECP Notes would extend beyond the Program Expiration Date. (b) In addition to the Issuance Request described above in Section 4.01, and as a further condition to the issuance of any ECP Notes, the City Authorized Representative shall certify to or instruct, for and on behalf of the Issuer, the Issuing and Paying Agent that, as of the date of delivery of such ECP Notes, (i) all action on the part of the Issuer necessary for the valid issuance of the ECP Notes then to be issued has been taken; (ii) all provisions of State and federal law necessary for the valid issuance of such ECP Notes have been complied with; (iii) such ECP Notes will be Page 24 valid and enforceable obligations of the Issuer according to their terms, subject to the exercise of judicial discretion in accordance with general principles of equity and bankruptcy, insolvency, reorganization, moratorium, sovereign or governmental immunity of political subdivisions and other similar laws affecting creditors’ rights heretofore or hereafter enacted to the extent constitutionally applicable or general principles of equity which permit the exercise of judicial discretion; (iv) after the issuance of such ECP Notes and the application of the proceeds thereof, the sum of the aggregate principal amount of ECP Notes Outstanding will not exceed the Authorized Amount; (v) unless the ECP Notes are to be issued as Taxable ECP Notes, to the Issuer’s knowledge there has been no change in the facts, estimates, circumstances and representations of the Issuer set forth or made (as the case may be) in the Tax Certificate (applicable to such ECP Notes); (vi) the Extended Maturity Date of such ECP Notes set forth in the Issuance Request does not extend beyond the Program Expiration Date; (vii) the Issuer, has not been notified by Bond Counsel that its opinion with respect to the validity of the ECP Notes and, unless the ECP Notes are to be issued as Taxable ECP Notes, the tax treatment of the interest thereon has been revised or withdrawn or, if any such revision or withdrawal has occurred, the revised opinion or a substitute opinion acceptable to the Dealer has been delivered; (viii) to the actual knowledge of the Issuer, no Event of Default has occurred and is then continuing; (ix) the proceeds of the sale shall be deposited into the Payment Fund or into the Proceeds Fund pursuant to Sections 4.06 and 4.07 hereof in the amounts specified by the City Authorized Representative; and (x) all of the conditions precedent to the issuance of such ECP Notes set forth in this Section of this Master Ordinance have been satisfied. The delivery of any Issuance Request to the Issuing and Paying Agent by a City Authorized Representative in the manner provided in this Section shall constitute the certification and representation of the Issuer as of the date of such Issuance Request as to the matters set forth in this paragraph. Section 4.03. No Redemption Prior to Original Maturity Date. The ECP Notes shall not be subject to redemption prior to their Original Maturity Date. Section 4.04. Redemption following Original Maturity Date. In the event the Issuer exercises its option to extend the maturity of an ECP Note to the Extended Maturity Date (or an ECP Note is automatically extended to the Extended Maturity Date), any ECP Note issued in exchange therefor may be redeemed on any date after its Original Maturity Date, at the option of the Issuer at a redemption price equal to par (100%), plus accrued and unpaid interest to the redemption date. To exercise its redemption option, the Issuer shall provide not less than 5 nor more than 25 calendar days’ notice to the Issuing and Paying Agent. The Issuing and Paying Agent will notify the Depository or the Registered Owner, if not issued in book entry form, of the ECP Notes to be redeemed within one Business Day of receipt of such notice. Section 4.05. Creation of Payment Fund. There is hereby created a fund at the Issuing and Paying Agent entitled the “City of Denton ECP Note Series A Interest and Sinking Fund” (the “Payment Fund”). Moneys in the Payment Fund and the accounts therein shall be held separate and apart from all other moneys, funds and accounts held by the Issuing and Paying Agent, and shall be applied to pay the principal of and interest on Outstanding ECP Notes in the amounts, at the times and in the manner set forth herein. The Payment Fund is hereby created as a separate fund and shall be held by the Issuing and Paying Agent. The Issuer may direct the Issuing and Page 25 Paying Agent to establish and maintain a separate account or accounts in the Payment Fund with respect to any or all of the ECP Notes of one or more Series. The following accounts are hereby established within the Payment Fund for the deposit of the proceeds of ECP Notes to refinance Outstanding ECP Notes in accordance with Section 4.07, and the Issuing and Paying Agent shall hold such accounts in accordance herewith and with the Issuing and Paying Agent Agreement: (1) the “Tax-Exempt ECP Note Series A Account” and (2) the “Taxable ECP Note Series A Account”. Pending the expenditure of moneys in the Payment Fund for authorized purposes, moneys deposited therein may be invested at the direction of a City Authorized Representative in Permitted Investments. Any income received from investments in the Payment Fund shall be retained in the Payment Fund. Section 4.06. Creation of Proceeds Fund; Proceeds of Sale of ECP Notes. (a) The City of Denton ECP Note Series A Proceeds Fund (the “Proceeds Fund”) is hereby created as a separate fund and shall be held, maintained and accounted for by the Issuer at a depository bank selected by the Issuer. (b) The proceeds of the initial sale of any ECP Notes (that is, “new money” ECP Notes that are issued to pay Project Costs and are not issued to redeem or pay the principal of another ECP Note) shall be deposited into the Proceeds Fund and into the applicable account therein designated by the City Authorized Representative by which the proceeds shall be used to pay Project Costs for which Projects the Series of ECP Notes is issued. Proceeds so deposited shall be held separate and apart from all other funds and accounts and shall not be commingled with any other moneys. (c) The proceeds of the sale of ECP Notes issued to redeem or pay the principal of another ECP Note shall be deposited directly into the applicable Payment Fund as directed in writing by a City Authorized Representative to refinance or retire the ECP Notes for which the refinancing ECP Notes were issued. Proceeds so deposited shall be held separate and apart from all other funds and accounts and shall not be commingled with any other moneys. Section 4.07. Deposits Into Payment Fund. (a) At or before 2:00 p.m., New York, New York time, on an interest payment date as provided in Section 2.02(d) or 2.02(f) hereof, on the Original Maturity Date or Extended Maturity Date of each ECP Note or on a redemption date for an ECP Note, the Issuer shall deposit or cause to be deposited into the applicable Payment Fund account, from ECP Note proceeds or proceeds from the sale of the Refunding Bonds, and, to the extent provided in Section 3.03 hereof, ad valorem taxes collected by the Issuer, an amount sufficient, together with other available moneys including the moneys in the Payment Fund account, to pay principal of and interest due on all ECP Page 26 Notes maturing or subject to redemption on such interest payment date, Original Maturity Date, Extended Maturity Date, or redemption date, as applicable. (b) Moneys in the Payment Fund shall be invested and reinvested by the Issuing and Paying Agent in Permitted Investments, as directed in writing by a City Authorized Representative. Section 4.08. Defeasance of ECP Notes. ECP Notes shall not be deemed to have been paid in full unless payment of the principal of and interest on the ECP Notes either (a) shall have been made or caused to be made in accordance with the terms of the ECP Notes and this Master Ordinance, or (b) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Issuing and Paying Agent in accordance with an escrow agreement or other instrument for such payment (i) lawful money of the United States of America sufficient to make such payment or (ii) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the availability of sufficient money to provide for such payment. ARTICLE V COVENANTS OF THE ISSUER Section 5.01. Limitation on Issuance. Unless this Master Ordinance is amended and modified by the Issuer in accordance with the provisions of Article VI, the Issuer covenants that there will not be issued and Outstanding at any time more than the Authorized Amount of ECP Notes. The Issuer, however, does reserve the right to increase said amount by an amendment to this Master Ordinance duly adopted by the City Council, but in no event to an amount greater than the amount of any remaining voted authorized but unissued General Obligation Bonds. For purposes of this Section any portion of Outstanding ECP Notes to be paid on the day of calculation from moneys on deposit in the Payment Fund or the proceeds of ECP Notes or Refunding Bonds or any combination thereof shall not be considered Outstanding. Section 5.02. Tax Exempt ECP Notes to Remain Tax Exempt. (a) In order to maintain the exclusion from gross income of the interest on the ECP Notes issued as Tax Exempt ECP Notes for federal income tax purposes, the Issuer will make all calculations required by section 148 of the Code, including, but not limited to, the calculation of rebate, in a reasonable and prudent fashion and to segregate and set aside the lawfully available amounts that such calculations indicate may be required to be paid to the United States of America. The Issuer further covenants to do and perform all acts and things within its power and authority necessary to comply with each applicable requirement of section 103 and sections 141 through 150 of the Code. The Issuer agrees to periodically execute or cause to be executed a Tax Certificate as may be required by the Code, in the opinion of Bond Counsel, and the Form 8038-G, or any other forms designated by the Internal Revenue Service in substitution thereof. In furtherance of the foregoing, the Issuer will execute annually, or at any other time necessary in the opinion of Bond Counsel, a Tax Certificate and Form 8038-G necessary to assure the tax-exempt status of the Tax Exempt ECP Notes. Page 27 (b) The Issuer covenants to refrain from any action which would adversely affect, or to take such action to assure, the treatment of the Tax Exempt ECP Notes as obligations described in section 103 of the Code, the interest on which is not includable in the “gross income” of the Holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (i) to take any action to assure that no more than 10 percent of the Proceeds (but not to exceed $15,000,000) of a series of the Tax Exempt ECP Notes (less amounts deposited to a reserve fund, if any) are used for any “private business use,” as defined in section 141(b)(6) of the Code or, if more than 10 percent of the Proceeds are so used, such amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Master Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Tax Exempt ECP Notes, in contravention of section 141(b)(2) of the Code; (ii) to take any action to assure that in the event that the “private business use” described in subsection (i) hereof exceeds 5 percent of the Proceeds of a series of the Tax Exempt ECP Notes (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a “private business use” which is “related” and not “disproportionate,” within the meaning of section 141(b)(3) of the Code, to the governmental use; (iii) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the Proceeds of a series of the Tax Exempt ECP Notes (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (iv) to take any action to assure that no more than 5 percent of the Proceeds of a series of the Tax Exempt ECP Notes are used to provide any output facility (other than a facility for furnishing water) with respect to which there is any “private business use” as more fully set forth in section 141(b)(3) of the Code; (v) to refrain from taking any action which would otherwise result in the Tax Exempt ECP Notes being treated as “private activity bonds” within the meaning of section 141(b) of the Code; (vi) to refrain from taking any action that would result in the Tax Exempt ECP Notes being “federally guaranteed” within the meaning of section 149(b) of the Code; (vii) to refrain from using any portion of the Proceeds of the Tax Exempt ECP Notes, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Tax Exempt ECP Notes, other than investment property acquired with - Page 28 (A) Proceeds of the Tax Exempt ECP Notes invested for a reasonable temporary period until such Proceeds are needed for the purpose for which the Tax Exempt ECP Notes are issued; and (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the Treasury Regulations; and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the stated principal amount (or, in the case of a discount, the issue price) of the Tax Exempt ECP Notes ; (viii) to otherwise restrict the use of the Proceeds of the Tax Exempt ECP Notes or amounts treated as Proceeds of the Tax Exempt ECP Notes as may be necessary, so that the Tax Exempt ECP Notes do not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage), and section 149(g) of the Code (relating to hedge bonds); (ix) to refrain from using the proceeds to the Tax-Exempt ECP Notes to pay debt service on another issue of bonds more than 90 days after the date of issue of the ECP Notes in contravention of the requirements of section 149(d) of the Code (relating to advance refundings); and (x) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Tax Exempt ECP Notes issued to pay Project Costs) an amount that is at least equal to 90 percent of the “Excess Earnings,” within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Tax Exempt ECP Notes have been paid in full, 100 percent of the amount then required to be paid as a result of the Excess Earnings under section 148(f) of the Code. In order to facilitate compliance with the above covenants (viii) and (ix), a “Rebate Fund” is hereby established by the Issuer for the sole benefit of the United States of America, and such Rebate Fund shall not be subject to the claim of any other person, including, without limitation, the Registered Owners. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) The Issuer covenants to account for the expenditure of Tax Exempt ECP Note Proceeds and investment earnings to be used for Projects on its books and records in accordance with the requirements of the Code. The Issuer recognizes that in order for the Proceeds to be considered used for the reimbursement of Project Costs, the Proceeds must be allocated to expenditures within 18 months of the later of the date that (i) the expenditure is made, or (ii) the project being financed with the Proceeds of the series of Tax Exempt ECP Notes is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the Issuer recognizes that in order for Proceeds to be expended under the Code, the sale Proceeds or investment earnings must be expended no more than 60 days after the earlier of (i) the fifth Page 29 anniversary of the delivery of a series of the Tax Exempt ECP Notes, or (ii) the date the series of Tax Exempt ECP Notes are retired, other than being retired with the proceeds of another tax- exempt obligation including tax-exempt bonds or another series of Tax Exempt ECP Notes. The Issuer agrees to obtain the advice of Bond Counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Tax Exempt ECP Notes. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion of Bond Counsel that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (d) The Issuer covenants that the property constituting Projects financed with the Proceeds of the Tax Exempt ECP Notes will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless the Issuer obtains an opinion of Bond Counsel that such sale or other disposition will not adversely affect the tax-exempt status of the Tax Exempt ECP Notes. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion of Bond Counsel that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) The Issuer shall not, expend, or permit to be expended, the Proceeds of the Tax Exempt ECP Notes in any manner inconsistent with its reasonable expectations as certified in the Tax Certificate to be executed from time to time with respect to the Tax Exempt ECP Notes; provided, however, that the Issuer may expend Proceeds of the Tax Exempt ECP Notes in any manner if the Issuer first obtains an unqualified opinion of Bond Counsel that such expenditure will not impair the exemption from federal income taxation of interest paid on the Tax Exempt ECP Notes. Section 5.03. Opinion of Bond Counsel. The Issuer shall cause the legal opinion of Bond Counsel as to the validity of the ECP Notes and, with respect to Tax Exempt ECP Notes, as to the exclusion of interest on such Tax Exempt ECP Notes from gross income of the owners thereof for federal income tax purposes to be furnished to any Holder without cost. In addition, a copy of said opinion may be printed on or accompany each of the ECP Notes issued in physical format. In addition, in connection with the updating of the Offering Memorandum (as provided in accordance with Section 7.08 hereof) or as required by the Dealer Agreement, there may be provided an updated opinion of Bond Counsel for Tax Exempt ECP Notes and for Taxable ECP Notes as determined by Bond Counsel, at the cost of the Issuer or the Dealer as agreed to in the Dealer Agreement. Section 5.04. Performance. The Issuer will faithfully perform at all times any and all covenants, undertakings, stipulations, and provisions authorizing the issuance of the ECP Notes, and in each and every ECP Note; promptly pay or cause to be paid the principal of and interest on every ECP Note, on the dates and in the places and manner prescribed, and will, at the times and in the manner prescribed, deposit or cause to be deposited the amounts required to be deposited into the Payment Fund, and any Registered Owner of ECP Notes may require the Issuer, its City Council, and its officials and employees, to carry out, respect, or enforce the covenants and Page 30 obligations of this Master Ordinance, by all legal and equitable means, including specifically, but without limitation, the use and filing of mandamus proceedings, in any court of competent jurisdiction, against the Issuer, its City Council, and its officials and employees. Section 5.05. Legal Authority. The Issuer represents that it is a municipal corporation, a political subdivision of the State and a body politic and corporate, duly created, organized, and existing, under the Constitution and general laws of the State, and is duly authorized under the laws of the State to create and issue the ECP Notes; that all action on its part for the creation and issuance of the ECP Notes has been duly and effectively taken, and that the ECP Notes in the hands of the Registered Owners thereof are and will be valid and enforceable obligations of the Issuer in accordance with their terms. Section 5.06. No Effect on Tax Bonds. This Master Ordinance does not and is not intended to affect, limit, or prohibit the issuance of bonds payable wholely or in part from ad valorem taxes. Section 5.07. Maintenance of Existence. While ECP Notes are Outstanding, the Issuer will maintain its current legal corporate status as a municipal corporation and political subdivision of the State. Section 5.08. Audits. Each year while any of the ECP Notes are outstanding, an audit will be made of its books and accounts relating to the Issuer by an independent certified public accountant or an independent firm of certified public accountants. As soon as practicable after the close of each year, and when said audit has been completed and made available to the Issuer, a copy of such audit for the preceding year shall be mailed to the Municipal Advisory Council of Texas and to any Holders of ECP Notes who shall so request in writing. Such annual audit reports shall be open to the inspection of the Holders of the ECP Notes and their agents and representatives at all reasonable times. ARTICLE VI AMENDMENTS Section 6.01. Limitations. This Master Ordinance shall not be modified or amended in any respect if any ECP Notes are Outstanding except as provided in, and in accordance with and subject to the provisions of, this Article. Section 6.02. Amendments Without Consent. (a) This Master Ordinance and the rights and obligations of the Issuer and of the owners of the Outstanding ECP Notes may be modified or amended at any time without notice to or the consent of any owner of the ECP Notes, solely for any one or more of the following purposes: (i) To add to the covenants and agreements of the Issuer contained in this Master Ordinance, other covenants and agreements thereafter to be observed, or to surrender any right or power reserved to or conferred upon the Issuer in this Master Ordinance and which Page 31 shall not, in the judgment of the Issuer, materially adversely affect the interests of the owners of the Outstanding ECP Notes; (ii) To cure any ambiguity or inconsistency, or to cure or correct any defective provisions contained in this Master Ordinance, upon receipt by the Issuer of an opinion of Bond Counsel, that the same is required for such purpose, and will more clearly express the intent of this Master Ordinance, provided that such supplement or amendment is not materially adverse to the Holders; (iii) To supplement the security for the Outstanding ECP Notes issued hereunder, provide for credit facilities, or make changes in the provisions thereof, or change the form of the Outstanding ECP Notes or make such other changes in the provisions hereof, including extending the Program Expiration Date, as the Issuer may deem necessary or desirable and which shall not, in the judgment of the Issuer, materially adversely affect the interests of the owners of the Outstanding ECP Notes; (iv) To make any changes or amendments requested by any Rating Agency then rating or requested to rate ECP Notes, as a condition to the issuance or maintenance of a rating, which changes or amendments do not, in the judgment of the Issuer, materially adversely affect the interests of the owners of the Outstanding ECP Notes; (v) To increase the Authorized Amount of ECP Notes which may be Outstanding; (vi) To accommodate the technical, operational and structural features of ECP Notes which are issued or are proposed to be issued, including, but not limited to, changes required to accommodate other forms of paper, or other forms of indebtedness which the Issuer from time to time deems appropriate to incur; (vii) To comply with the requirements of the Code as are necessary, in the opinion of Bond Counsel, to preserve the exclusion from gross income for federal income taxation of the interest on ECP Notes issued as Tax Exempt ECP Notes, as appropriate; (viii) To change the Maximum Interest Rate, the Extended Rate variables E and F, the Maximum Original Maturity Days or the Extended Maturity Days, with respect to ECP Notes issued on or after the effective date of this Master Ordinance accompanied by appropriate disclosure of the amendment or supplement, provided however, that the Maximum Original Maturity Days together with the Extended Maturity Days may not exceed 270 days and that any change to the Extended Rate variables E and F or the Maximum Interest Rate will be made so as to ensure that the ECP Notes will bear the lowest overall interest rate at which a par priced ECP Note may be sold, and provided further that any supplement or amendment described in this paragraph shall not be materially adverse to the Holders of Outstanding ECP Notes; or (ix) To make changes or amendments necessary to allow for the issuance of an additional Series of ECP Notes. Page 32 (b) Before the Issuer shall, pursuant to this Section, execute any Amended Master Ordinance, other than an Amended Master Ordinance entered into pursuant to Section 6.02(a)(viii) hereof, there shall have been delivered to the Issuer an opinion of Bond Counsel to the effect that such Amended Master Ordinance is authorized or permitted by this Master Ordinance and applicable law, complies with their respective terms, will, upon the execution and delivery thereof, be valid and binding upon the Issuer in accordance with its terms, and will not cause interest on any of the ECP Notes which is then excluded from gross income of the recipient thereof for federal income tax purposes to be included in gross income for federal income tax purposes. Section 6.03. Amendments With Consent. (a) Except for any amendment pursuant to Section 6.02 and any amendment pursuant to subsection (b) below, subject to the terms and provisions contained in this Section and not otherwise, the Holders of not less than a majority in aggregate principal amount of the ECP Notes then Outstanding shall have the right from time to time, to consent to and approve the adoption by the Issuer of any Amended Master Ordinance deemed necessary or desirable by the Issuer for the purposes of modifying, altering, amending, supplementing or rescinding, in any particular, any of the terms or provisions contained in this Master Ordinance; provided, however, that, unless approved in writing by the Holders of all the ECP Notes then Outstanding, or unless such change affects less than all Outstanding ECP Notes or a Series of ECP Notes and subsection (b) below is applicable, nothing herein contained shall permit, or be construed as permitting, (i) an extension in the stated maturity (whether the Original Maturity Date or the Extended Maturity Date) of any Outstanding ECP Notes, or a change in the amounts of the principal of or interest on any Outstanding ECP Notes, or (ii) a reduction in the principal amount or redemption price of any Outstanding ECP Notes, or the rate of interest thereon; or (iii) except with respect to additional security which may be provided for a particular Series of ECP Notes, a preference or priority of any ECP Note or ECP Notes over any other ECP Note or ECP Notes with respect to the security granted therefor under this Master Ordinance, or (iv) a reduction in the aggregate principal amount of ECP Notes the consent of the Holders of which is required for any such Amended Master Ordinance. (b) If an Amended Master Ordinance contains provisions which affect the rights and interests of less than all Outstanding ECP Notes or only a Series of ECP Notes Outstanding and Section 6.02 hereof is not applicable, then this subsection (b) rather than subsection (a) above shall control, and, subject to the terms and provisions contained in this Section and not otherwise, the Holders of not less than a majority in aggregate principal amount of the Outstanding ECP Notes affected or the Series of ECP Notes which are affected, as applicable, by such changes shall have the right from time to time to consent to any Amended Master Ordinance deemed necessary or desirable by the Issuer for the purposes of modifying, altering, amending, supplementing or rescinding, in any particular, any of the terms or provisions contained in such Amended Master Ordinance and affecting only such ECP Notes or such Series of ECP Notes; provided, however, that, unless approved in writing by the Holders of all the ECP Notes of all the affected ECP Notes or Series of ECP Notes then Outstanding, nothing herein contained shall permit, or be construed as permitting, (i) an extension in the stated maturity (whether the Original Maturity Date or the Page 33 Extended Maturity Date) of any such ECP Notes or Series, or a change in the amounts of the principal of or interest thereon, or (ii) a reduction in the principal amount or redemption price of any such ECP Notes or Series or the rate of interest thereon, or (iii) except with respect to additional security which may be provided for a particular Series of ECP Notes, a preference or priority of any ECP Note or ECP Notes over any other ECP Note or ECP Notes with respect to the security granted therefor under this Master Ordinance, or (iv) a reduction in the aggregate principal amount of ECP Notes, the consent of the Holders of which is required for any such Amended Master Ordinance. Nothing herein contained, however, shall be construed as making necessary the approval by Holders of the adoption of any Amended Master Ordinance as authorized in Section 6.02 hereof. Section 6.04. Notice of Proposed Amendments. If at any time the Issuer shall desire to amend this Master Ordinance pursuant to Section 6.03, the Issuer shall cause notice of the proposed amendment to be given to all affected Registered Owners, each Dealer and EMMA. Such notice shall briefly set forth the nature of the proposed amendment and shall state that a copy thereof is on file at the principal office of the Issuing and Paying Agent for inspection by all owners of ECP Notes issued hereunder. A copy of such Notice shall be provided in writing to each Rating Agency maintaining a rating on the ECP Notes. Section 6.05. Receipt of Consents. (a) Whenever at any time not less than thirty (30) days, and within one year, from the date of the notice of the proposed amendment is provided by the Issuer in accordance with Section 6.04 the Issuer shall receive an instrument or instruments executed by all of the Holders of at least a majority in Outstanding principal amount of the ECP Notes, as appropriate, which instrument or instruments shall refer to the proposed amendment described in said notice and which specifically consent to and approve such amendment in substantially the form of the copy thereof on file as aforesaid, the City Council may adopt the Amended Master Ordinance in substantially the same form. It shall not be required that the Holders approve the final form of such Amended Master Ordinance but it shall be sufficient if such Holders approve the substance thereof. (b) Any consent given by any Holder of ECP Notes pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of the notice provided, and shall be conclusive and binding upon all future Holders of the same ECP Notes during such period. Such consent may be revoked at any time after six months from the date of the such notice by the Holder who gave such consent, or by a successor in title, by filing notice thereof with the Issuing and Paying Agent and the Issuer, but such revocation shall not be effective if the Issuer has acted upon such proposed amendment prior to the attempted revocation of consent by such Holder or if the Holders of at least a majority in Outstanding principal amount of ECP Notes prior to the attempted revocation consented to and approved the amendment. (c) If Holders of not less than a majority of ECP Notes required by this Section shall have consented to and approved the execution and delivery thereof as herein provided, no Holders shall have any right to object to the adoption of such Amended Master Ordinance, or to object to any of the terms and provisions contained therein or the operation thereof, or in any manner to question Page 34 the propriety of the adoption thereof, or to enjoin or restrain the Issuer from adopting the same or from taking any action pursuant to the provisions thereof. Section 6.06. Effect of Amendments. Upon the adoption by the City Council of any ordinance to amend this Master Ordinance pursuant to the provisions of this Article VI, this Master Ordinance shall be deemed to be amended in accordance with the Amended Master Ordinance, and the respective rights, duties, and obligations of the Issuer and all the Holders of then Outstanding ECP Notes and all future ECP Notes shall thereafter be determined, exercised, and enforced under this Master Ordinance. Section 6.07. Additional Amendments. Subject to the provisions of Section 6.02 and 6.03 hereof, the Issuer may, from time to time and at any time, adopt an Amended Master Ordinance which amends the provisions of an earlier Amended Master Ordinance. ARTICLE VII MISCELLANEOUS Section 7.01. Master Ordinance to Constitute a Contract; Equal Security. In consideration of the acceptance of the ECP Notes by those who shall hold the same from time to time, this Master Ordinance shall be deemed to be and shall constitute a contract between the Issuer and the Holders of the ECP Notes and the pledge made in this Master Ordinance by the Issuer and the covenants and agreements set forth in this Master Ordinance to be performed by the Issuer shall be for the equal and proportionate benefit, security, and protection of all Holders of the ECP Notes, without preference, priority, or distinction as to security or otherwise of any of the ECP Notes over any of the others by reason of time of issuance, sale, or maturity thereof or otherwise for any cause whatsoever, except as expressly provided in or permitted by this Master Ordinance. Section 7.02. Individuals Not Liable. All covenants, stipulations, obligations, and agreements of the Issuer contained in this Master Ordinance shall be deemed to be covenants, stipulations, obligations, and agreements of the Issuer and the City Council to the full extent authorized or permitted by the Constitution and laws of the State of Texas. No covenant, stipulation, obligation, or agreement herein contained shall be deemed to be a covenant, stipulation, obligation, or agreement of any member of the City Council or agent or employee of the City Council in his or her individual capacity and neither the members of the City Council nor any officer thereof shall be liable personally on the ECP Notes or be subject to any personal liability or accountability by reason of the issuance thereof. Section 7.03. Additional Actions; Recitals. (a) The Mayor and Mayor Pro Tem, the City Authorized Representatives and City Secretary and all other officers, employees and agents of the Issuer are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents which they may deem necessary or advisable in order to consummate the issuance, sale, and delivery of the ECP Notes and otherwise to effectuate the purposes of this Master Page 35 Ordinance, the Dealer Agreement, and the Issuing and Paying Agent Agreement. In addition, the Mayor and Mayor Pro Tem, the City Secretary, the City Authorized Representatives, and Bond Counsel are hereby authorized to approve, subsequent to the date of adoption of this Master Ordinance, any amendments to the above named documents, and any technical amendments to this Master Ordinance as may be required by a Rating Agency as a condition to the granting or maintaining of a rating on the ECP Notes acceptable to a City Authorized Representative, or as may be required by the Office of the Attorney General of the State in connection with the approval of this Master Ordinance or to correct any ambiguity or mistake or properly or more completely document the transactions contemplated and approved by this Master Ordinance. In addition, the statements, findings, representations, and determinations set forth in the recitals to this Master Ordinance are hereby incorporated into and made a part of this Master Ordinance for all purposes. (b) A City Authorized Representative shall promptly give written notice to each Rating Agency then rating the ECP Notes, as appropriate, of any changes or amendments to this Master Ordinance, or any other operative document used in connection with the issuance from time to time of the ECP Notes. Section 7.04. Severability of Invalid Provisions. If any one or more of the covenants, agreements, or provisions herein contained shall be held contrary to any express provisions of law or contrary to the policy of express law, though not expressly prohibited, or against public policy, or shall for any reason whatsoever be held invalid, then such covenants, agreements, or provisions shall be null and void and shall be deemed separable from the remaining covenants, agreements or provisions and shall in no way affect the validity of any of the other provisions hereof or of the ECP Notes issued hereunder. Section 7.05. Payment and Performance on Business Days. Whenever under the terms of this Master Ordinance or the ECP Notes, the performance date of any provision hereof or thereof, including the payment of principal of or interest on the ECP Notes, shall occur on a day other than a Business Day, then the performance thereof, including the payment of principal of and interest on the ECP Notes, need not be made on such day but may be performed or paid, as the case may be, on the next succeeding Business Day with the same force and effect as if made on the date of performance or payment is scheduled. Section 7.06. Limitation of Benefits With Respect to the Master Ordinance. With the exception of the rights or benefits herein expressly conferred, nothing expressed or contained herein or implied from the provisions of this Master Ordinance or the ECP Notes is intended or should be construed to confer upon or give to any person other than the Issuer, the Holders, the Issuing and Paying Agent, and the Dealer any legal or equitable right, remedy, or claim under or by reason of or in respect to this Master Ordinance or any covenant, condition, stipulation, promise, agreement, or provision herein contained. This Master Ordinance and all of the covenants, conditions, stipulations, promises, agreements, and provisions hereof are intended to be and shall be for and inure to the sole and exclusive benefit of the Issuer, the Holders, the Issuing and Paying Agent and the Dealer as herein and in the Issuing and Paying Agent Agreement and the Dealer Agreement provided. Page 36 Section 7.07. Approval of Attorney General. No ECP Notes herein authorized to be issued shall be sold or delivered by a City Authorized Representative until the Attorney General of the State shall have approved this Master Ordinance, and other agreements and proceedings as may be required in connection therewith, all as is required by the Act. Section 7.08. Approval of Offering Memorandum. The form of Offering Memorandum to be used by the Dealer in the offering of the ECP Notes submitted to the City Council at the meeting at which this Master Ordinance is adopted is hereby approved, and a City Authorized Representative is authorized to approve any changes to said document the City Authorized Representative finds necessary or desirable. A City Authorized Representative is hereby authorized to approve the final form of Offering Memorandum, to be used by the Dealer in the offering of the ECP Notes, and the use thereof by the Dealer in connection therewith and to cooperate with the Dealer in periodically updating and approving the Offering Memorandum. Section 7.09. Notice to Rating Agencies. (a) The City Authorized Representative shall provide the Rating Agencies with written notice of the occurrence of the following events: (i) changes in any Dealer, (ii) the appointment of a successor Issuing and Paying Agent, (iii) amendments or supplements to the Master Ordinance or the Issuing and Paying Agent Agreement, (iv) the defeasance of all Outstanding ECP Notes and (v) the termination of the ECP Note program. (b) Any notice under paragraph (a) shall be sent to the Rating Agencies at the following addresses, as applicable: Standard & Poor’s: Attention: Muni Structured Finance 55 Water Street, 38th Floor New York, New York 10041 phone: 212-438-2000 fax: 212-438-2157 email: pubfin_structured@sandp.com Moody’s: Attention: Public Finance Department – Rating Desk/CP Moody’s Investors Service, Inc. 99 Church Street New York, New York 10007 phone: 212-553-0300 fax: 212-964-5082 Fitch Ratings Fitch Ratings - U.S. Public Finance 33 Whitehall Street New York, New York phone: 212-908-0889 Section 7.10. Repealer. Ordinance No. 20-269 adopted by the City Council on April 7, 2020 is hereby repealed, and all other ordinances or resolutions, or parts thereof, which are in Page 37 conflict or inconsistent with any provision of this Master Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Master Ordinance shall be and remain controlling as to the matters ordained herein. ARTICLE VIII EVENTS OF DEFAULT AND REMEDIES Section 8.01. Events of Default. Each of the following events shall constitute and is referred to in this Master Ordinance as an “Event of Default”: (a) a failure by the Issuer to pay the principal of any ECP Note for five Business Days after the date the same shall have become due and payable on an Extended Maturity Date; (b) a failure by the Issuer to pay any installment of interest on any ECP Note for five Business Days after the date such interest shall have become due and payable on an Original Maturity Date or an Extended Maturity Date or in accordance with Section 2.02(d) hereof; (c) a failure by the Issuer to apply the proceeds of Refunding Bonds to the payment of maturing ECP Notes on the applicable Extended Maturity Date; (d) a failure by the Issuer to observe and perform any covenant, condition, agreement or provision (other than as specified in paragraphs (a), (b) and (c) of this Section) contained in the ECP Notes or in this Master Ordinance on the part of the Issuer to be observed or performed, which materially, adversely affects the rights of the Holders, including, but not limited to, their prospect or ability to be repaid in accordance with this Master Ordinance and which failure shall continue for a period of 30 days after written notice, specifying such failure and requesting that it be remedied, shall have been given to the Issuer by a Dealer, the Issuing and Paying Agent or any Holder; (e) bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, including, without limitation, proceedings under the United States Bankruptcy Code (as the same may from time to time be hereafter amended), or other proceedings for relief under any federal or State bankruptcy law or similar law for the relief of debtors are instituted by the Issuer; or (f) the occurrence of any other Event of Default as is provided in an Amended Master Ordinance. If any Event of Default has occurred, but is subsequently cured or waived, then such Event of Default shall no longer constitute an Event of Default hereunder. Section 8.02. Remedies for Default. (a) Upon the happening of any Event of Default, any Holder or an authorized representative thereof, including, but not limited to, a trustee or trustees therefore, may proceed against the Issuer or the City Council, as appropriate, for the purpose of protecting and enforcing Page 38 the rights of the Holders under this Master Ordinance, by mandamus or other suit, action or special proceeding in equity or at law, in any court of competent jurisdiction, for any relief permitted by law, including the specific performance of any covenant or agreement contained herein, or thereby to enjoin any act or thing that may be unlawful or in violation of any right of the Holders hereunder or any combination of such remedies. It is provided that all such proceedings shall be instituted and maintained for the equal benefit of all Holders of ECP Notes then Outstanding. (b) No remedy herein conferred or reserved is intended to be exclusive of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or under the ECP Notes or now or hereafter existing at law or in equity; provided, however, that notwithstanding any other provision of this Master Ordinance, the right to accelerate the debt evidenced by the ECP Notes shall not be available as a remedy under this Master Ordinance. (c) By accepting the delivery of an ECP Note authorized under this Master Ordinance, a Holder agrees that the certifications required to effectuate any covenants or representations contained in this Master Ordinance do not and shall never constitute or give rise to a personal or pecuniary liability or charge against the officers or employees of the Issuer or the City Council. The motion to approve this Master Ordinance was made by _____________ and seconded by___________. This Master Ordinance was passed and approved by the following vote [ – ]: Aye Nay Abstain Absent Mayor Chris Watts: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Jesse L. Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] A-1 EXHIBIT A FORM OF ECP NOTES UNITED STATES OF AMERICA STATE OF TEXAS CITY OF DENTON EXTENDABLE COMMERCIAL PAPER NOTE, SERIES A [(TAX-EXEMPT)] [(TAXABLE)] ECP NOTE NUMBER INTEREST RATE ISSUE DATE PRINCIPAL AMOUNT [ORIGINAL MATURITY DATE:] or [EXTENDED MATURITY DATE:] REGISTERED OWNER: PRINCIPAL AMOUNT: THE CITY OF DENTON, IN DENTON COUNTY, TEXAS (the “Issuer”) being a political subdivision of the State of Texas, hereby promises to pay to the Registered Owner set forth above, or registered assigns, (i) the Principal Amount stated above, with accrued interest thereon at the Interest Rate stated above, on the Original Maturity Date stated above and (ii) if the Original Maturity Date shall have been extended to the Extended Maturity Date, as provided in the Master Ordinance, to pay: (a) accrued interest at the Interest Rate stated above on the Original Maturity Date, (b) from and after the Original Maturity Date accrued interest on the Principal Amount stated above at the Extended Rate (as described herein) and (c) the Principal Amount stated above on the Extended Maturity Date. The Principal Amount shall be payable at U.S BANK NATIONAL ASSOCIATION (the “Issuing and Paying Agent”). Both principal and interest on this ECP Note being payable in immediately available lawful money of the United States of America at the designated corporate office of the Issuing and Paying Agent, or its successor. THIS ECP NOTE IS ONE OF A SERIES OF NOTES with the option of the Issuer to extend the Original Maturity Date to the Extended Maturity Date. This ECP Note has been duly authorized and issued in accordance with the provisions of a master ordinance (the “Master Ordinance”) adopted by the City Council of the Issuer for the purpose of financing Project Costs and to refinance, renew, and refund ECP Notes; all in accordance and in strict conformity with the provisions of the Constitution and laws of the State of Texas, including but not limited to, the Act. The provisions of the Master Ordinance are incorporated herein by reference. Capitalized terms used herein and not otherwise defined shall have the meaning given in the Master Ordinance. A-2 THIS ECP NOTE SHALL BEAR INTEREST at the Interest Rate from its Issue Date to its Original Maturity Date (calculated on the basis of a year consisting of: 365/366 days and actual number of days elapsed with respect to Tax Exempt ECP Notes and 360 days and actual number of days elapsed with respect to Taxable ECP Notes) and, unless the Issuer exercises its option to extend the Original Maturity Date to the Extended Maturity Date, shall be payable as to principal and interest on its Original Maturity Date. IF THE ISSUER EXERCISES ITS OPTION in accordance with the Master Ordinance to extend the Original Maturity Date of this ECP Note, accrued interest at the Interest Rate stated above shall be paid on the Original Maturity Date, the Principal Amount shall not be paid on its Original Maturity Date and the ECP Note shall bear interest from its Original Maturity Date at the Extended Rate (calculated on the basis of a year consisting of: 365/366 days and actual number of days elapsed with respect to Tax Exempt ECP Notes and 360 days and actual number of days elapsed with respect to Taxable ECP Notes), and no additional interest shall accrue on the accrued but unpaid interest from the Issue Date to the Original Maturity Date. If the Issuer extends the ECP Note to the Extended Maturity Date, then interest calculated at the Extended Rate from and including the Original Maturity Date to but excluding the Extended Maturity Date shall be payable on the Extended Maturity Date for such ECP Note or date of prior redemption. The Extended Rate shall be the rate of interest per annum determined by the following formula; provided that such Extended Rate shall not exceed the Maximum Interest Rate: The Extended Rate for Tax Exempt ECP Notes shall be the rate of interest per annum determined by the following formula; provided that such Extended Rate shall not exceed the Maximum Interest Rate: The greater of (SIFMA Index + E) or F The Extended Rate for Taxable ECP Notes shall be the rate of interest per annum determined by the following formula; provided that such Extended Rate shall not exceed the Maximum Interest Rate: The greater of (LIBOR Index + E) or F THE EXTENDED RATE APPLICABLE TO AN ECP NOTE will be determined weekly by the Issuing and Paying Agent based on the Prevailing Ratings and other information available as of 11:00 a.m., New York, New York time, on the Original Maturity Date of this ECP Note and each Thursday thereafter and will apply from that date through the following Wednesday or, if earlier, the applicable Extended Maturity Date. As used in the formula, the E and F variables shall be the fixed percentage rates, expressed in basis points and yields, respectively, determined based on the Prevailing Ratings of the Rating Agencies then rating the ECP Notes, as follows: A-3 Prevailing Rating Fitch Moody’s S&P E Variable F Variable F-1+ P-1 A-1+ 300 bps 7.00% F-1 - A-1 400 bps 8.00% F-2 P-2 A-2 600 bps 9.00% Lower than F-2 (or rating withdrawn for credit reasons) Lower than P-2 (or rating withdrawn for credit reasons) Lower than A-2 (or rating withdrawn for credit reasons) Maximum Interest Rate Maximum Interest Rate If the individual Prevailing Ratings indicate different E or F variables as a result of split ratings assigned to the Issuer, the E or F variable shall be the arithmetic average of those indicated by the Prevailing Ratings. BY ACCEPTANCE OF THIS NOTE, in the event principal of this Note is not paid on the Original Maturity Date, the Registered Owner agrees to surrender this Note to the Issuing and Paying Agent in exchange for a new Note having the Extended Maturity Date. THE ECP NOTES SHALL NOT BE SUBJECT TO REDEMPTION prior to their Original Maturity Date. If the Issuer exercises its option to extend the maturity of an ECP Note to the Extended Maturity Date, this ECP Note may be redeemed on any date after its Original Maturity Date, at the option of the Issuer at a redemption price equal to par (100%), plus accrued and unpaid interest to the redemption date. To exercise its redemption option, the Issuer shall provide not less than 5 nor more than 25 calendar days’ notice to the Issuing and Paying Agent and each Dealer. The Issuing and Paying Agent will notify the Depository of the ECP Notes to be redeemed within one Business Day of receipt of such notice. THE PAYMENT OF THE PRINCIPAL OF AND INTEREST ON THIS ECP NOTE is and shall be secured by and payable from the following, subject to the provisions of the Master Ordinance permitting the application thereof for the purposes and on the terms and conditions set forth therein: (i) the proceeds from the sale of ECP Notes to refinance the principal amount of maturing ECP Notes, (ii) the proceeds of Refunding Bonds to be issued by the Issuer to pay the principal of and interest on ECP Notes, (iii) the proceeds of the tax levy set forth in Section 3.03 of the Master Ordinance, and (iv) any funds held and available for such purposes in funds and accounts created or maintained under the Master Ordinance or the Issuing and Paying Agent Agreement (except the Rebate Fund). This ECP Note is not secured by or payable from a mortgage or deed of trust on any properties, whether real, personal, or mixed, nor from any source other than as specified in the Master Ordinance. THE ISSUER COVENANTS to pay the principal of, premium, if any, and the interest on the ECP Notes when due, whether by reason of maturity or redemption. [THIS ECP NOTE is not an obligation described in section 103(a) of the Code.]1 1 Include bracketed language only if ECP Notes are being issued as Taxable ECP Notes. A-4 REFERENCE IS HEREBY MADE TO THE MASTER ORDINANCE, copies of which may be obtained upon request to the Issuer, and by acceptance of this ECP Note, the Holder hereof hereby assents to all of the terms and provisions of the Master Ordinance, including, but not limited to, provisions relating to definitions of terms; the description of and the nature of the security for the ECP Notes; and the conditions upon which the Master Ordinance may be amended or supplemented with or without the consent of the Holders of the ECP Notes. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions, and things required by law and the Master Ordinance to exist, to have happened, and to have been performed precedent to and in the issuance of this ECP Note, do exist, have happened, and have been performed in regular and in due time, form, and manner as required by law; that the issuance of this ECP Note, together with all other Outstanding ECP Notes, is not in excess of the Authorized Amount permitted to be issued under the Master Ordinance; that sufficient and proper provision for the levy and collection of taxes has been made, which, when collected, shall be appropriated exclusively to the payment of the principal and interest on this ECP Note, together with the other ECP Notes; and that the total indebtedness of the City does not exceed any constitutional, statutory or charter limitation. THIS ECP NOTE has all the qualities and incidents of a negotiable instrument under the laws of the State of Texas. THIS ECP NOTE may be registered to bearer or to any designated payee. Title to any ECP Note registered to bearer shall pass by delivery. If not registered to bearer, this ECP Note may be transferred only on the books of the Issuing and Paying Agent. Upon surrender hereof at the designated office of the Issuing and Paying Agent, this ECP Note may be exchanged for a like aggregate principal amount of fully registered (which registration may be to bearer) ECP Notes of authorized denominations of like interest rate and maturity, and in the same form as this ECP Note, but only in the manner, and subject to the limitations, and upon payment of the charges provided in the Master Ordinance and upon surrender and cancellation of this ECP Note. THIS ECP NOTE shall not be entitled to any benefit under the Master Ordinance or be valid or become obligatory for any purpose until this ECP Note shall have been authenticated by the execution by the Issuing and Paying Agent of the Certificate of Authentication hereon. IN WITNESS WHEREOF, the Issuer has authorized and caused this ECP Note to be executed and attested on its behalf by the manual or facsimile signatures of the Mayor of the Issuer (or in the Mayor’s absence, of the Mayor Pro-Tem) and countersigned with the manual or facsimile signature of the City Secretary of said Issuer and its official seal impressed or a facsimile thereof to be printed hereon. ____________________________________ ____________________________________ City Secretary Mayor A-5 (SEAL) CERTIFICATE OF AUTHENTICATION This ECP Note is one of the ECP Notes delivered pursuant to the within mentioned Master Ordinance. U.S. BANK NATIONAL ASSOCIATION, As Issuing and Paying Agent By:______________________ Authorized Signatory FORM OF ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto: Please insert Social Security or Taxpayer Identification Number of Transferee Please print or type name and address, including zip code of Transferee the within ECP Note and all rights thereunder, and hereby irrevocably constitutes and appoints: ____________________________________, attorney, to register the transfer of the within ECP Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: __________________. Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution participating in a securities transfer association recognized signature guarantee program. NOTICE: The signature above must correspond with the name of the registered owner as it appears upon the front of this ECP Note in every particular, without alteration or enlargement or any change whatsoever. B-1 MUNICIPAL COMMERCIAL PAPER C TECP MASTER NOTE EXHIBIT B FORM OF MASTER ECP NOTES __________________________________________ [Date of Issuance] THE CITY OF DENTON, IN DENTON COUNTY, TEXAS (the “Issuer”), for value received, hereby promises to pay to Cede & Co., as nominee of The Depository Trust Company, or to registered assigns: (i) the principal amount, together with unpaid accrued interest thereon, if any, on the maturity date of each obligation identified on the records of the Issuer (the “Underlying Records”) as being evidenced by this Master Note, which Underlying Records are maintained by U.S. BANK NATIONAL ASSOCIATION (the “Issuing and Paying Agent”); (ii) interest on the principal amount of each such obligation that is payable in installments, if any, on the due date of each installment, as specified on the Underlying Records; and (iii) the principal amount of each such obligation that is payable in installments, if any, on the due date of each installment, as specified on the Underlying Records. Interest shall be calculated at the rate and according to the calculation convention specified on the Underlying Records. Payments shall be made solely from the sources stated on the Underlying Records by wire transfer to the registered owner from Paying Agent without the necessity of presentation and surrender of this Master Note. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS MASTER NOTE SET FORTH ON THE REVERSE HEREOF. This Master Note is a valid and binding obligation of the Issuer. Not Valid Unless Countersigned for Authentication by the Issuing and Paying Agent. B-2 U.S. BANK NATIONAL ASSOCIATION CITY OF DENTON By: _______________________________ By: _______________________________ (Authorized Countersignature) (Authorized Signature) B-3 At the request of the registered owner, the Issuer shall promptly issue and deliver one or more separate note certificates evidencing each obligation evidenced by this Master Note. As of the date any such note certificate or certificates are issued, the obligations which are evidenced thereby shall no longer be evidenced by this Master Note. FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto (Name, Address, and Taxpayer Identification Number of Assignee) the Master Note and all rights thereunder, hereby irrevocably constituting and appointing _____________________________________, attorney, to transfer said Master Note on the books of the Issuer with full power of substitution in the premises. Date: ____________________________________ Signature(s) Guaranteed: (Signature) Notice: The signature on this assignment must correspond with the name as written upon the face of this Master Note, in every particular, without alteration or enlargement or any change whatsoever. Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. C-1 EXHIBIT C FORM OF EXTENSION REQUEST Date ___________________ [Name and Address of Issuing and Paying Agent] [Name and Address of Dealer] EXTENSION REQUEST Ladies and Gentlemen: This certificate is provided pursuant to the requirements of Section 2.02(g) of the Master Ordinance establishing the City of Denton Extendable Commercial Paper Financing Program and Authorizing Extendable Commercial Paper Notes, Series A adopted by the City Council of the City of Denton on May 19, 2020 (the “Master Ordinance”), with respect to the issuance of the City of Denton Extendable Commercial Paper Note, Series A [(Tax-Exempt) / (Taxable)], for the purpose of requesting the extension of an ECP Note, as provided herein. Capitalized terms used herein and not otherwise defined shall have the meaning given in the Master Ordinance. (a) The ECP Note is in the principal amount of $__________, bears interest at the stated rate of ____%, and has a stated Original Maturity Date of __________, 20__. The ECP Note has the following CUSIP number(s): (b) The Extended Maturity Date of the ECP Note is _______, 20__, which is a Business Day. (c) The certifications made in the Issuance Request delivered in connection with the initial issuance of the ECP Note are confirmed. (d) The term of the ECP Note, as extended to the Extended Maturity Date, does not exceed 270 days. CITY OF DENTON By ________________________________ Authorized Representative City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-500,Version:1 AGENDA CAPTION Consider appointments to the Tax Increment Reinvestment Zone (TIRZ)Number Two Board of Directors, including appointment of a chairperson. City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Economic Development CFO: Antonio Puente, Jr. DATE: May 19, 2020 SUBJECT Consider appointments to the Tax Increment Reinvestment Zone (TIRZ) Number Two Board of Directors, including appointment of a chairperson. BACKGROUND On December 17, 2012, the City Council adopted an Ordinance No. 2012-366 designating and describing the boundaries of Tax Increment Reinvestment Zone Number Two (Westpark TIRZ) to provide the public infrastructure necessary to encourage development in the largest industrially zoned area in the City. Current TIRZ No. Two Board Structure The TIRZ board is comprised of 14 members. The City Council appoints 12 members, which is comprised of the Economic Development Partnership Board (EDPB). The governing body of Denton County, which levies taxes on real property in TIRZ Number Two, appointed one board member, Alex Payne. Rayzor Investments LLP, the "Developer," appointed Selwyn Rayzor. The 14 Westpark TIRZ board members serve two-year terms and may serve as many as three terms. The board consists of the members in the chart below. Member Category Marty Rivers EDPB; Chamber of Commerce John Baines, Vice Chair EDPB; Denton Black Chamber of Commerce Bob Eames EDPB; Aviation Jill Jester EDPB; Chamber of Commerce Keely G. Briggs EDPB; City Council Jesse Davis (replaced Hudspeth) EDPB; City Council Steve Edgar EDPB; Top 20 Taxpayer Chris Davis EDPB; Top 20 Taxpayer *Neal Smatresk (Pamela Padilla) EDPB; UNT President/designee *Carine Feyten (Jason Tomlinson) EDPB; TWU Chancellor/designee Jimmy Mejia EDPB; Denton Hispanic Chamber of Commerce Tony Clark EDPB; At Large *Selwyn Rayzor Developer Alex Payne Denton County *The Developer, President of UNT and the Chancellor/President of TWU or his/her designee are not restricted to the three- term limit. However, the university members must be reappointed by City Council for each term. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com At the Aug. 20, 2019 City Council meeting, Council appointed John Baines, Bob Eames, Jill Jester, Chris Davis, and Council Members Briggs and Davis to the EDPB (noted in blue above). Through that appointment, those members were also made concurrent members of the Westpark TIRZ. Tonight’s council action will confirm those EDPB members as Westpark TIRZ members. No board members currently serving have met the term limits. All are eligible and recommended for appointment. The members noted in green above, Selwyn Rayzor and Alex Payne, were appointed by the Developer and Denton County, respectively. Selection of Chairperson According to 311.009(f) of the Texas Tax Code, the governing body shall appoint the chairperson of the TIRZ Board of Directors. As Marty Rivers is currently serving as chair of the EDPB, staff recommends appointing Marty Rivers as the chairperson of the Westpark TIRZ. RECOMMENDATION Staff recommends appointment of John Baines, Bob Eames, Jill Jester, Chris Davis, Council Member Keely G. Briggs, and Council Member Jesse Davis as members of the Tax Increment Reinvestment Zone Number Two Board of Directors and appointment of Marty Rivers as chairperson. EXHIBITS 1. Agenda Information Sheet 2. Presentation Respectfully submitted: Jessica Rogers Director of Economic Development Prepared by: Erica Sullivan Economic Development Analyst Westpark Tax Increment Reinvestment Zone (TIRZ) No. Two : Appointments Jessica Rogers Director of Economic Development May 19, 2020 1ID: 20-500; May 19, 2020 Objective •Provide an overview of the Westpark Tax Increment Reinvestment Zone No. Two board composition, make reappointments and appoint a chairperson 2ID: 20-500; May 19, 2020 Background 3 TIRZ Number Two is comprised of approximately 800 acres and is located north of Airport Road in the largest industrial area within the City. ID: 20-500; May 19, 2020 TIRZ No. Two Board The TIRZ Board of Directors structure consists of 14 members •The twelve members of the Economic Development Partnership Board •Denton County has a single board member. •Rayzor Investments, LLP the “Developer” has a single board member. 4ID: 20-500; May 19, 2020 TIRZ Appointment •According to 311.009(f) of the Texas Tax Code, the governing body of the municipality of county shall appoint the chairperson to the TIRZ Board of Directors. 5ID: 20-500; May 19, 2020 TIRZ No. Two Board Appointments 6ID: 20-500; May 19, 2020 Member Category Marty Rivers (current Chairperson)EDPB;Chamber of Commerce John Baines,Vice Chair EDPB;Denton Black Chamber of Commerce Bob Eames EDPB;Aviation Jill Jester EDPB;Chamber of Commerce Keely G.Briggs EDPB;City Council Jesse Davis (replaced Hudspeth)EDPB;City Council Steve Edgar EDPB;Top 20 Taxpayer Chris Davis EDPB;Top 20 Taxpayer *Neal Smatresk (Pamela Padilla)EDPB;UNT President/designee *Carine Feyten (Jason Tomlinson)EDPB;TWU Chancellor/designee Jimmy Mejia EDPB;Denton Hispanic Chamber of Commerce Tony Clark EDPB;At Large *Selwyn Rayzor Developer Alex Payne Denton County Questions? 7ID: 20-500; May 19, 2020 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-895,Version:1 Consider approval of a resolution to appoint a member to the Board of Directors of Texas Municipal Power Agency, a Joint Powers Agency, to represent the City of Denton, Texas; and declaring an effective date. City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Denton Municipal Electric CFO: Antonio Puente, Jr. DATE: May 19, 2020 SUBJECT Consider approval of a resolution to appoint a member to the Board of Directors of Texas Municipal Power Agency (“TMPA”), a Joint Powers Agency, to represent the City of Denton, Texas; and declaring an effective date. BACKGROUND TMPA has notified the City that the term of one of its appointees to their Board of Directors will be expiring on July 18, 2020. TMPA is requesting that the City take formal action to reappoint the current appointee or select a new appointee. The City of Denton, as a member of the TMPA, holds two seats on the TMPA Board of Directors. The term of the expiring seat will end on July 18, 2020 and is currently held by Mr. Billy Cheek. The other seat is held by Mayor Chris Watts. Per its governance requirement, TMPA is requesting that the City adopt a resolution appointing a representative to fill the term from July 18, 2020 to July 18, 2022. Pursuant to concurrent Ordinance No. 75-22, TMPA requires that a resolution be passed by each member city supporting its nomination of a Director to the TMPA Board of Directors. PRIOR ACTION Bill Cheek was originally appointed to the TMPA Board by Council in July 2010. The Council has appointed him to serve as the City’s representative for each successive two-year term since that time. RECOMMENDATION In order to maintain its full representation on the TMPA Board of Directors, DME recommends that the City appoint a representative to fill the upcoming vacancy. FISCAL INFORMATION This action requires no additional budget expenditures. EXHIBITS 1. Agenda Information Sheet 2. Informal Staff Report No. 2020-044 3. TMPA Notification 4. Resolution 5. Presentation Respectfully submitted: Smith Day Manager, Regulatory & Risk Div. Date: May 1, 2020 Report No. 2020-044 INFORMAL STAFF REPORT TO MAYOR AND CITY COUNCIL SUBJECT: Upcoming expiration of term of the City of Denton’s appointee to the Texas Municipal Power Agency (“TMPA”) Board of Directors. EXECUTIVE SUMMARY: TMPA has notified the City that the term of one of its appointees to their Board of Directors will be expiring on July 18, 2020. TMPA is requesting that the City take formal action to reappoint the current appointee or select a new appointee. BACKGROUND: The City of Denton, as a member of the TMPA, holds two seats on the TMPA Board of Directors. The term of the expiring seat will end on July 18, 2020 and is currently held by Mr. Billy Cheek. The other seat is held by Mayor Chris Watts. Staff reached out to Mr. Cheek regarding his expiring term and he expressed interest in continuing to serve on the TMPA Board of Directors. Mr. Cheek has represented the City since 2010, served as the immediate past President of the Board, and has also served on the Personnel and Audit/Budget Committees of TMPA. Per its governance requirement, TMPA is requesting that the City adopt a resolution appointing a representative to fill the term from July 18, 2020 to July 18, 2022. Staff is planning to place an item for individual consideration on Council’s May 19th agenda to consider approval of a resolution for this appointment. If Council Members wish to reappoint Mr. Billy Cheek or have the City Council consider other nominees, please let me know no later than Monday, May 11th so staff may compile a listing and other background information to include in the agenda packet for Council’s consideration. ATTACHMENT(S): Notification Letter from TMPA STAFF CONTACT: Antonio Puente, Jr., CFO/DME General Manager (940) 349-7283 Antonio.Puente@cityofdenton.com REQUESTOR: Staff initiated PARTICIPTAING DEPARTMENTS: Denton Municipal Electric STAFF TIME TO COMPLETE REPORT: 1 hour 108 109 109 Denton Municipal Electric May 19, 2020 TMPA Board appointment 2020 ID 20-895 Background TMPA Board Representatives Each TMPA member City has 2 dedicated seats on the Board of Directors. TMPA has formally notified the City that one of its representative seats (currently held by Bill Cheek) will be expiring on July 18, 2020. Staff has notified Council of the vacancy by Informal Staff Report so that members of the Council could consider nominees for this agenda item. ID 20-895 Action required Per TMPA governance requirements the City must formally adopt a resolution of appointment for the representative it wishes to fill the next term for the expiring seat. To avoid a lapse in the City’s representation on the TMPA Board of Directors, staff is requesting that Council select a nominee and affirm by resolution. The representative of Council’s choosing will be filling the term beginning on July 18th, 2020 and ending on July 18th, 2022 ID 20-895 Questions? ID 20-895 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-964,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation authorizing and approving the execution by the City Manager,or his designee,of an agreement between the City of Denton, Texas and STH Project,a non-profit corporation (“STH”),providing for authorization of STH to provide lunches to children under the age of eighteen and qualifying disabled participants through age 21 at no charge to said recipients during the summer months at designated City of Denton park and recreation facility sites;and providing an effective date. City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Parks and Recreation ACM: Sara Hensley, Assistant City Manager DATE: May 19, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation authorizing and approving the execution by the City Manager, or his designee, of an agreement between the City of Denton, Texas and STH Project, a non-profit corporation (“STH”), providing for authorization of STH to provide lunches to children under the age of eighteen and qualifying disabled participants through age 21 at no charge to said recipients during the summer months at designated City of Denton park and recreation facility sites; and providing an effective date. BACKGROUND The Summer Food Service Program (SFSP) ensures that low-income children continue to receive nutritious meals when school is not in session. Children 18 and younger may receive free meals and snacks through SFSP. Meals and snacks are also available to persons with disabilities, over age 18, who participate in school programs for people who are mentally or physically disabled. Since 2005, the Parks and Recreation Departments (PARD) has facilitated the SFSP. The SFSP was originally funded through a Texas Health and Human Services Commission grant that covered the direct cost of the program. The Denton Independent School District (DISD) assisted in the administration of the program by preparing the meals. PARD staff delivered the food to camp sites, served the meals, and documented the process for grant reporting. The SFSP budget was $223,038 in 2016 and included temp/seasonal personnel costs, food, supplies, rental vans, gas, and coolers. In 2017, the department partnered with the STH, a local nonprofit, to administer the SFSP. The STH started serving a free dinner at the MLK Jr. Rec Center in the fall of 2016. Based on the success of the free dinner program, the STH approached the City and offered to expand the partnership to include the SFSP. STH provides the food at no cost to the City and saves PARD administrative staff time that was not covered by the grant. The partnership also allowed the department to reallocate resources of full time staff to summer activities by reducing staff time spent on the delivery and service of meals and the administrative tasks associated with grant compliance. STH served over 35,000 meals and snacks last summer and 29,000 school year dinners. They also serve members of the community at the recreation center locations. This year staff is working with the STH to offer summer food at MLK Jr. and Denia Recreation Center for the public and the possibility of hosting summer camp programs. RECOMMENDATION Staff recommends the City Council approve the proposed ordinance as presented. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com PRIOR ACTION/REVIEW (Council, Boards, Commissions) City Council approved the 2019 Summer Food contract March 19, 2019 by Ordinance 19-414. EXHIBITS Exhibit 1 Agenda Information Sheet Exhibit 2 Ordinance Respectfully submitted: Gary Packan Director, Parks and Recreation Prepared by: Caroline Seward Program Area Manager ORDINANCE NO. ------ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION AUTHORIZING AND APPROVING THE EXECUTION BY THE CITY MANAGER, OR HIS DESIGNEE, OF AN AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND STH PROJECT, A NON-PROFIT CORPORATION ("STH"), PROVIDING FOR AUTHORIZATION OF STH TO PROVIDE LUNCHES TO CH1LDREN UNDER THE AGE OF EIGHfEEN AND QUALIFYING DISABLED PARTICIPANTS THROUGH AGE 21 AT NO CHARGE TO SAID RECIPIENTS DURING THE SUMMER MONTHS AT DESIGNATED CITY OF DENTON PARK AND RECREATION FACJLITY SITES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton ("City") recognizes the importance of providing lunches at no charge to children under the age of eighteen and qualifying disabled participants through age 21 during the summer months when school is not in session; and WHEREAS, the City has worked with STH Project, Inc. to provide summer lunches at multiple locations throughout the City since 2017; and WHEREAS, the City _and STH desire to ~nue the program in 2020; and WHEREAS, this Agreement serves a valid public purpose and is in the public interest; NOW, THEREFORE, THE COUNCJL OF THE CITY OF DENTON HEREBY ORDAINS : SECTION 1. The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2. The City Manager, or his designee, is hereby authorized to execute the Agreement between the City and STH attached hereto as Exhibit "A," on behalf of the City. SECTION 3. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by _________ _ and seconded by the ordinance was passed and approved by the following vote [_-__j: Abstain Absent Chris Watts, Mayor: Gerard Hudspeth, District 1 : Keely G. Briggs, District 2: Jesse Davis, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: PASSED AND APPROVED this the ___ day of _________ , 2020. CHRIS WATTS, MAYOR ATTEST : ROSARIOS, CITY SECRETARY BY: --------------------------- APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY Page2 SITE AGREEMENT FOR THE 2020 SUMMER FOOD SERVICE PROGRAM BETWEEN THE CITY OF DENTON, TEXAS AND STH PROJECT, INC. This Agreement is hereby entered into by and between the City ofDenton, Texas, a home-rule municipal corporation, hereinafter referred to as 11City", and STH Project, Inc., a Texas Non-Profit Corporation, hereinafter referred to as "STH." WHEREAS, the City recognizes the importance of providing lunches at no charge to children under the age of eighteen and qualifying disabled participants through age twenty-one, during the sunnner months when school is not in session; and WHEREAS, in 2017 and 2018 the City worked with STH Project, Inc. to provide summer lunches at multiple locations throughout the City; and WHEREAS, the City and STH desire to continue the program in 2020; and WHEREAS, this Agreement serves a valid public purpose and is in the public interest; NOW, THEREFORE, the parties hereto mutually agree as follows: I. SCOPE OF SERVICES STII shall, in a satisfilctory and proper manner, perform the following tasks, for which the locations provided by City may be used: II. OBLIGATIONS OF STH STH agrees to the following tenns and conditions: A STH shall supply unitized meals and catered planned meals ("Summer Lunches") that meet or exceed the minimum meal pattern requirements found in 7 C.F .R. Part 225: Sunnner Food Service Program. Meals will be prepared and delivered under controlled temperatures and in accordance with state and local health standards. B. STH shall conduct training for staff and conduct program monitoring during the duration ofthe program to ensure compliance of7 C.F.R. Part 225 and all applicable state and Federal laws. C. The Summer Lunches shall be provided during the time period described below at the locations identified in Exhibit A, which is attached. D. The Summer Lunches shall be available to all children eighteen (18) years of age and under and qualifying disabled participants through age twenty-one (21 ), in accordance with United States Department of Agriculture (USDA) regulations. D. STH shall maintain records required by either the City or USDA regarding (i) meal production, including the composition of all meals, (ii) number of meals served throughout the term of this Agreement, (iii) receipts, invoices, and inventory records; and (iv) daily delivery tickets for Summer Lunches at each site location. STII will permit authorized officials of City to review these records at any time. E. Upon request, STH will provide to City its by-laws and any of its rules and regulations that may be relevant to this Agreement. F. IfSTH is subject to an inspection by the local health department or an independent agency to detennine bacterial levels in the Summer Lunches being served, a copy of the results of such inspection must be submitted promptly to the City for review. G. STH shall report to the City any changes in the number of meals required as attendance fluctuates and any problems or issues with service of the Summer Lunches. H. STH will appoint a representative who will be available to meet with City officials when requested. I. STH's meal service sna1t inclUde the de1ivery, distnbution, and clean-up of Summer Lunches at the locations identified in Exhibit A. J. STH will carry and provide evidence of insurance as detailed below. III. REPRESENTATIONS OF CITY The City agrees to allow S TH to use the locations identified in Exlnbit A under the following terms and conditions: A. STH shall deliver Summer Lunches by 9 a.m. while providing adequate refrigeration or heating during the delivery of all food to insure the wholesomeness offood at delivery in accordance with State or local health codes and performing constant quality control inspections. B. STII shall ensure cleanup is completed by 2 p.m., each day the Summer Lunches are provided. Admittance to the food service area will not be allowed outside these hours. C. All locations are accepted by STH on an "as is" basis and may not be altered in any way by STH or guests. D. The maximum number of people the Civic Center can accommodate is six hundred (600); STH shall ensure that the number of people being served with a Summer Lunch does not exceed the maximum capacity of accommodation at each location. E. The City reserves the right to cancel use of any of the locations in its sole discretion. If cancellation is initiated by the City, City staff will attempt to secure an alternative site (if available). F. STH is responsible for obtaining all required vendor permits and/or health permits for the dissemination of Summer Lunches. F. Per City of Denton Ordinance No. 2015-121, smoking is prohibited inside City facilities. In addition, patrons must be twenty feet (20') from all entrances (including handicap ramps/entryways/walkways) when smoking. This ordinance encompasses all forms of smoke, to include barbeque smokers, grills, tobacco, tobacco products, and e-cigs. G. No storage or equipment will be available on-site. H. No open flame, candles, bay, confetti-type decor, soap bubbJes, rice, birdseed, or live animals (excluding service animals) are allowed in the building. Decorations must be authorized and meet all fire codes. I. No alcohol sales are permitted without City Council approval in advance. J. No alcoholic beverages are permitted in vehicles, parking lots, loading areas, -sidewalks, or park/grass ar~ K. All trash must be put into trash cans. L. When the kitchen is used, STH is responsible for cleaning of the room and appliances. Kitchen and appliances are provided on an "as-is., basis for food preparation. Appliances are provided as a courtesy and their reliability cannot be guaranteed. IV. TIME OF PERfORMANCE The term ofthis Agreement shall commence on the effective date and terminate September 1, 2020 unless the contract is sooner terminated under Section VII "Suspension or Termination." The Summer Lunches provided herein shall be served Monday through Friday from May 26, 2020 through August 11, 2020. No lunches will be served on July 3, 2020, in observance of the Independence Day holiday. V. EVALUATION STH agrees to participate in an implementation and maintenance system whereby the services can be continuously monitored. STH agrees to make available its financial records for review by City at City's discretion. In addition, upon request, STH agrees to provide City the following data and reports, or copies thereof: A. All external or internal audits. STH shall submit a copy of the annual independent audit to City within ten (10) days ofreceipt. B. All external or internal evaluation reports. C. An explanation of any major changes in program services. D. Nothing in the above subsections shall be construed to relieve STH of responsibility for retaining accurate and current records that clearly reflect the level and benefit of services provided under this Agreement. VI. DIRECTORS' MEETINGS Upon request, minutes of all meetings ofSTH's governing body shall be available to City for inspection or copy within ten ( 1 0) working days of approval VII. TERMINATION The City may terminate this Agreement for cause ifSTH violates any covenants, agreements, or guarantees of this Agreement, STH's insolvency or filing ofbankruptcy, dissolution, or receivership, or STH's violation of any-law or regulatton to w1llch it is bound under the tenns of this Agreement. The City may tenninate this Agreement for any other reasons not specifically enumerated in this paragraph. VIII. EQUAL OPPORTUNITY AND COMPLIANCE WITH LAWS A. STH shall comply with all applicable equal employment opportunity and affumative action laws or regulations, including but not limited to the following: rights laws, as amended: Title VI of the Education Amendments of 1972; Section 504 of the Rehabilitation Act of 1973; the Age Discrimination Act of 197 5; Title 7 CFR Parts 15, 15a, and 15h; the Americans with Disabilities Act; and FNS Instruction 113-1, Civil Rights Compliance and Enforcement -Nutrition Programs and Activities. B. STH will furnish all information and reports requested by City, and will pennit access to its books, records, and accounts for purposes of investigation to ascertain compliance with local, State, and Federal rules and regulations. C. In the event of noncompliance by STH with the nondiscrimination requirements, the Agreement may be canceled, terminated, or suspended in whole or in part, and STH may be barred from further contracts with City. IX.VV~TIES STH represents and warrants that: A. All information, reports, and data heretofore or hereafter requested by City and furnished to City, are complete and accurate as oftbe date shown on the infonnation, data. or report, and, since that date, have not undergone any significant change without written notice to City. B. Any supporting financial statements heretofore requested by City and furnished to City, are complete, accurate, and fairly reflect the financial conditions of STH on the date shown on said report, and the results of the operation for the period covered by the report, and that since said data, there has been no material change, adverse or otherwise, in the financial condition of STH. C. No litigation or legal proceedings are presently pending or threatened against STH. D. None ofthe provisions herein contravenes or is in conflict with the authority under which STH is doing business or with the provisions of any existing indenture or agreement of STH. E. STII has the power to enter into this Agreement and bas taken all necessary action to authorize such acceptance of the terms and conditions ofthis Agreement. F. None of the assets of STH are subject to any lien or encumbrance of any character, except for current taxes not delinquent, except as shown in the financial statements furnished by STH to City. Each of these representations and warranties shall be continuing and shall be deemed to have been repeated by the submission of each request for payment. X. CHANGES AND AMENDMENTS A. Any aherations, additions, or deletions to the terms of this Agreement shall be by written amendment executed by both parties, except when the terms of this Agreement expressly provide that another method shall be used. B. It is understood and agreed by the parties hereto that changes in the State, Federal, or local laws or regulations pursuant hereto may occur during the term of this Agreement. Any such modifications are to be automatically incorporated into this Agreement without written amendment hereto, and shall become a part of the Agreement on the effective date specified by the law or regulation. C. STH shall notify City of any changes in personnel or governing board composition. XI. INSURANCE A. Without limiting any ofthe other obligations or liabilities ofSTH, STH shall provide and maintain through the term of this Agreement the minimum insurance coverage as indicated hereinafter. B. As soon as practicable after notification that this Agreement has been executed by the City, STH shall file with the Parks and Recreation Department satisfactory certificates of insurance including any applicable addendum or endorsements. STH may, upon written request to the Parks and Recreation Department, ask for clarification of any insurance requirements at any time; however, STH is strongly advised to make such requests prior to executing this Agreement, since the insurance requirements may not be modified or waived after execution unless a written Agreement amendment is approved by the City Council. STH shall not commence any work or deliver any Summer Lunches until it receives notification that the Agreement has been accepted, approved, and signed by the City. C. 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 ofthe Agreement, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State ofTexas with an A.M. Best Company rating of at least A or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self- insured retentions with respect to the City, its officials, agents, employees, and volunteers; or, STH shall procure a bond guaranteeing payment oflosses and related investigations; ~admiil.iStrilion, ana <Ierense expenses. • Liability policies shall be endorsed to provide the following: o Name as Additional Insured the City of Denton, its Officials, Agents, Employees, and volunteers_ o That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit ofliability. o 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 descnbed on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, STH shall maintain such coverage continuously throughout the tenn of this Agreement 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, STH shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract ten:n. requests for location/site use originating after such lapse shall not be processed or approved 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. D. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Agreement shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration ofthe Agreement, or longer, if so noted: 1. General Liability Insurance: General Liability insurance with coriilimea single llinits of not less than $1,000,000.00 shall be provided and maintained by STH. The policy shall be written on an occurrence basis either ina 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 fonn property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. 2. Automobile Liability Insurance: STH shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination ofbasic 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. 3. Workers' Compensation Insurance STH shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees, and volunteers for any work performed for the City by the Named Insured. XII. !NDEMNIFICATION To the extent authorized by law, STH agrees to indenmify, hold harmless, and defend the City, its officers, agents, and employees from and against any and all claims or suits for injuries, damage, loss, or liability ofwhatever kind or character, arising out of or in cormection with the perfonnance by STH or those services contemplated by this Agreement, including all such claims or causes of action based upon common, constitutional, or statutory law, or based, in whole or in part, upon allegations of negligent or intentional acts ofSTH, its officers, employees, agents, subcontractors, licensees, and invitees. XIII. CONFLICT OF INTEREST A. STH covenants that neither it nor any member of its governing body presently has any interest, direct or indirect, which would conflict in any manner or degree with the pedormance of services required to be performed under this Agreement. STH further covenants that in the performance of this Agreement, no person having such interest shall be employed or appointed as a member of its governing body. B. STH further covenants that no member of its governing body or its staff: subcontractors, or employees shall possess any interest in or use his/her position for a purpose that is or gives the appearance of being motivated by desire for private gain for himself/herself, or others; particularly those with which he/she has family, business, or other ties. C. No officer, member, or employee of City and no member of its governing body who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this Agreement shall participate in any decision relating to the Agreement which affects his personal interest or the interest in any corporation, partnership, or association in which he has direct or indirect interest. XIV. NOTICE Any notice or other written instrument required or permitted to be delivered under the term; of this Agreement shall be deemed to have been delivered, whether actually received or not, when deposited in the United States mail, postage prepaid, registered or certified, return receipt requested, or via hand-delivery or facsimile, addressed to STH or City, as the case may be, at the following addresses: CITY: City of Denton, Texas Attn: City Manager 215 E. McKinney Denton, TX 76201 with a copy to: City of Denton, Texas Attn: City Attorney""s Office 215 E. McKinney Denton, Texas 76201 STH Project: STHProject Attn: Teddy Howard 1011 Surrey Lane Bldg. 200 Flower Mound, TX 75022 Either party may change its mailing address by sending notice of change of address to the other at the above address by certified mail, return receipt requested. XV.NITSCELLANEOUS A. STH shall not transfer, pledge, or otherwise assign this Agreement or any interest therein, or any claim arising thereunder to any party or parties, bank, trust company, or other financial institution without the prior written approval of City. B. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect and continue to conform to the original intent of both parties hereto. C. In no event shall any use of City locations by STH hereunder, or any other act or failure of City to insist in any one or more instances upon the terms and conditions of this Agreement constitute or be construed in any way to be a waiver by City of any breach of covenant or default which may then or subsequently be committed by STH. Neither shall such payment, act, or omission in any manner impair or prejudice any right, power, privilege, or remedy available to City to enforce its rights hereunder, which rights, powers, privileges, or remedies are always specifically preserved. No representative or agent of City may waive the effect of thls provision. 'Dnn o 0 ,..f" 1') D. This Agreement, together with referenced exhibits and attaohmcats, constitutes the entire agreement between the parties hereto, and any prior agreement, assertioDs statemem, understand mg. or other ooaJilJitmmt occurring during the term oftbis Apeement, or subsequent theretot .have any legal mrce or effect whatsoever, unless properly executed io writing, and if appropriate, recorded as an amendment of this Aglwment. E. This Agreement shall be interpreted in accor~ with the laws of the State ofTexas and venue of any litigation concerning this Agreement abaJl be in a court ofcompetcot jurisdiction sitting in Denton County, Texas. IN WITNESS WHEREOF~ the parties do hereby aftbt their signatures and enter into this Agreement as of the day of 2020. A'M'EST: ROSA RIOS, CITY SECRETARY BY: ------------------------ CITY OF DENTON, TEXAS TODD HILEMAN, CITY MANAGER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to ftllandalalld operatienal obliptioas and business terms. Ma~ / Slpature f)J o..ec::t-cx_ Title @!lUeS ~ ~o.J Department Date Signed: Md Y I~ 2.0"2..0 "D ...... 1 n ,.,, 1., ATTEST: lliU'TA 1 1 _ ..... 1 ") EXHIBIT A: LOCATIONS FOR SUMMER LUNCHES 1. Denton Civic Center, 321 E. McKinney Street, Denton, Texas 76201 2. Denia Recreation Center, 1001 Parvin Street, Denton, Texas 76205 3. Martin Luther King Recreation Center, 1300 Wilson Street, Denton, Texas 76205 4. McMath Middle School, 1900 Jason Drive, Denton, Texas 76205 5. North Lakes Rec Center-2001 W Windsor Dr. Denton TX 76209 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-973,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the City Attorney,or his designee,to execute an engagement letter with Lloyd Gosselink Rochelle & Townsend,P.C.,for professional legal services relating to the City’s compliance with Public Utility Commission of Texas electric transmission service rules,rulemaking,and proceedings,and ,as needed,electric utility matters generally;providing for the expenditure of funds in a not to exceed amount of $100,000.00; providing an effective date. City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ AGENDA INFORMATION SHEET Department: Legal/DME/Procurement City Attorney: Aaron Leal Date: May 15, 2020 Subject: An ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Attorney, or his designee, to execute an engagement letter with Lloyd Gosselink Rochelle & Townsend, P.C., for professional legal services related to the City’s compliance with Public Utility Commission of Texas electric transmission services rules, rulemaking, and proceeding, and, as needed, electric utility matters generally; providing for the expenditure of funds in a not to exceed amount of $100,000.00; and, providing an effective date. Information/Background: The City’s electric utility, Denton Municipal Electric (“DME”), is regulated by the Public Utility Commission of Texas (“PUCT”) as to its transmission assets. The PUCT sets wholesale transmission rates (four coincident peak demand – “4CP”) for the Electric Reliability Council of Texas (“ERCOT”) and reviews, and approves for reimbursement, the City’s transmission cost of service (“TCOS”) filings. There are multiple regulatory issues that DME faces annually and periodically (i.e. annual 4CP demand review, interim TCOS filings, and full TCOS rate of return review). The City Attorney’s Office currently uses the Austin-based law firm of Lloyd Gosselink Rochelle & Townsend, P.C. for these matters. This firm exclusively represents municipalities in all utility-related matters and has had a strong working relationship with state agencies related to these utilities. Recommendation: Authorize the engagement of Lloyd Gosselink Rochelle & Townsend, P.C., for the professional legal services set out in the ordinance and engagement letter. Principal Place of Business: Austin, Texas Fiscal Information: No additional funding is required under this request. Exhibits: Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Engagement Letter Respectfully submitted, Lawrence C. Collister First Assistant City Attorney (940) 349-8198 EXHIBIT “A” Mr. Townsend’s Direct Line: (512) 322-5830 Email: ltownsend@lglawfirm.com May 14, 2020 VIA ELECTRONIC TRANSMISSION Mr. Larry Collister First Assistant City Attorney City of Denton 215 E. McKinney St. Denton, TX 76201 Re: City of Denton / Utility Matters 2020; Billing File Number: 1060-58 Dear Mr. Collister: We want to express our appreciation for the opportunity you have given our firm to work with you. The purpose of this letter is to set forth our understanding of the legal services to be performed by us for this engagement and the basis upon which we will be paid for those services. This letter confirms that Lloyd Gosselink Rochelle & Townsend, P.C. (“Lloyd Gosselink”) will represent the City of Denton with respect to the City’s compliance with Public Utility Commission of Texas electric transmission service rules, as well as any rulemaking, proceeding, or any project relating to electric generation, transmission, or distribution service or to legal matters affecting the City’s electric utility generally (the “Matter”). Our acceptance of this representation (the “Representation”) becomes effective upon our receipt of an executed copy of this agreement. Engagement Period The Representation shall commence on the date this agreement is signed by Lloyd Gosselink and shall terminate twelve months from the same unless terminated earlier. Compensation The total liability for legal services and expenses under this agreement shall not exceed $100,000.00 for the duration of the same. Any increase to this fee cap during the Engagement Period and any subsequent renewals must be in writing. The parties acknowledge and agree that nothing in this agreement will be interpreted to create an obligation or liability in excess of this fee cap. Lloyd Gosselink is not required to perform services that cannot be compensated due to the limitations of the fee cap. City of Denton May 14, 2020 Page 2 C/M. Lloyd Gosselink as Outside Counsel to the City Attorney’s Office of the City of Denton Lloyd Gosselink understands and acknowledges that it is outside counsel to, and an extension of, the City Attorney’s Office of the City of Denton and is bound by the City’s Ethics Ordinance (Ordinance No. 18-757; Ordinance No. 18-1043) which is attached. Terms of Engagement This letter sets out the terms of our engagement in the Representation. Certain of those terms are included in the body of this letter, and additional terms are contained in the attached document, entitled Additional Terms of Engagement, dated October 2, 2018. That document is expressly incorporated into this letter, and it should be read carefully. The execution and return of the enclosed copy of this letter constitutes an agreement to all the terms set forth in this letter and in the attached Additional Terms of Engagement. It is understood and agreed that our engagement is limited to the Representation, and our acceptance of this engagement does not imply any undertaking to provide legal services other than those set forth in this letter. Personnel Who Will Be Working on the Matter I will be the attorney in charge of the Representation, and I will be working on the Matter. You may call, write, or e-mail me whenever you have any questions about the Representation. Other firm personnel, including firm lawyers and paralegals, will participate in the Representation if, in our judgment, their participation is necessary or appropriate. Legal Fees and Other Charges Our fees in the Matter will be based on the time spent by firm personnel, primarily firm lawyers or paralegals, who participate in the Representation. We will charge for all time spent by such personnel in the Representation in increments of tenths of an hour. We charge for time spent in activities including but not limited to the following: telephone and office conferences with clients, representatives of clients, opposing counsel, and others; conferences among our attorneys and paralegals; factual investigation, if needed; legal research; file management; responding to requests from you that we provide information to you or your auditors; drafting letters and other documents; and travel, if needed. Legal fees and costs are difficult to estimate. Accordingly, we have made no commitment concerning the fees and charges that will be necessary to resolve or complete the Representation, although we will make every effort to manage fees and costs by working efficiently and cost-effectively. My time is billed at the rate of $470.00 per hour. Other attorneys who may assist in the Representation are: William “Cody” Faulk ($300.00), Georgia Crump ($440.00), Jamie Mauldin ($300.00), Patrick Dinnin ($265.00), and Reid Barnes ($250.00). Other lawyers, paralegals and other personnel may be assigned as necessary to achieve proper staffing. We utilize briefing clerks, paralegals, file clerks and other support personnel to perform those tasks not requiring the time of any attorney. Their time is billed at an amount determined by the experience of the individual. The foregoing rates may be adjusted annually and, if so, will be noted on your bill. We will submit all out-of-pocket expenses incurred for reimbursement. Usually we ask the client to pay directly all filing fees, charges for consultants, etc. due to the size of such fees. We City of Denton May 14, 2020 Page 3 C/M. endeavor to have a statement of services rendered and expenses incurred by the 15th of the following month. Full payment is due on receipt of the statement. Conflicts of Interest Before accepting the Representation, we have undertaken reasonable and customary efforts to determine whether there are any potential conflicts of interest that would bar our firm from representing you in the Matter. Based on the information available to us, we are not aware of any potential disqualification. We reviewed that issue in accordance with the rules of professional responsibility adopted in Texas. Document Retention We may choose to keep records pertaining to this Matter in partially or exclusively electronic format, and we will bear ordinary costs relating to the treatment and storage of such records as part of the cost of providing legal services to you. Upon completion of our work on this Matter, your file, in the form in which it was maintained, will be made available for transfer to you at our office. As a general rule, we keep client files for five years. If your file has not previously been returned to you before the end of the retention period, our document retention policy directs us to offer the file to you at that time. Original documents (e.g., permits, licenses, deeds, wills and the like), or material that has unique or significant value in the form we originally acquired it, will be returned to you in that original form. We may, however, require you to pay any delivery or shipping expenses associated with delivering your client file and other client property to you at a location other than our office. If you do not indicate a desire to have the file returned to you, the file (both electronic and written) will be destroyed. Conclusion This letter and the attached Additional Terms of Engagement constitute the entire terms of the engagement of Lloyd Gosselink Rochelle & Townsend, P.C. in the Representation. These written terms of engagement are not subject to any oral agreements or understandings, and they can be modified only by further written agreement signed both by you and Lloyd Gosselink Rochelle & Townsend, P.C. Unless expressly stated in these terms of engagement, no obligation or undertaking shall be implied on the part of either you or Lloyd Gosselink Rochelle & Townsend, P.C. Please carefully review this document, which includes this letter and the attached Additional Terms of Engagement. If there are any questions about these terms of engagement, or if these terms are inaccurate in any way, please let me know immediately. If acceptable, we would appreciate you signing and returning a scanned copy of the document. Yours truly, Lambeth Townsend RLT:hkj Attachments City of Denton May 14, 2020 Page 4 C/M. ______________________________ Larry Collister First Assistant City Attorney City of Denton ______________________________ Date SALegal\Our Documents\Ordinances\18\Ethics Ordinance Amendment - BOE Eligibility.docx ORDINANCE NO. 18-1043 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AMENDING THE CODE OF ORDINANCES, RELATED TO CHAPTER 2, TITLED "ADMINISTRATION," ARTICLE XI, TITLED "ETHICS," SECTION 2-277(1), TITLED "INELIGIBILITY;" PROVIDING FOR FINDINGS OF FACT; PROVIDING SEVERABILITY; PROVIDING CODIFICATION; CONFIRMING PROPER NOTICE AND MEETING; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, on May 1, 2018, the City Council of the City of Denton enacted a new Code of Ethics to foster a culture of integrity for those who serve the municipality and our citizenry; and WHEREAS, the Code presented the consensus of preferences expressed by the City Council over a period of eight (8) public work sessions, and four (4) public hearings, which were broadcasted. Altogether, the work sessions exceeded twenty (20) hours of deliberations; and WHEREAS, this Code of Ethics applies to the Mayor, City Council, Planning and Zoning, Zoning Board of Adjustment, Historic Landmark Commission, Board of Ethics, Public Utilities Board, Department Heads appointed by the City Council, and Vendors; and WHEREAS, the City Council finds the attached amendment reasonable, necessary, and consistent with the intent of the City Council in drafting the Code of Ethics; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. FINDINGS OF FACT. The foregoing recitals are incorporated into this Ordinance by reference as findings of fact as if expressly set forth herein. SECTION 2. AMENDMENT. That the Code of Ordinances, Denton, Texas, is hereby amended by revising Chapter 2, Article XI, Section 2-277(0, which section shall read as provided in Attachment A, attached hereto and incorporated into this Ordinance, with the retained portion shown in normal type and the new text shown as underlined. All other provisions of the Code of Ethics remain in full force and effect. SECTION 3. SEVERABILITY. Should any of the clauses, sentences, paragraphs, sections, or parts of this Ordinance be deemed invalid, unconstitutional, or unenforceable by a court of law or administrative agency with jurisdiction over the matter, such action shall not be construed to affect any other valid portion of this Ordinance. SECTION 4. CODIFICATION. The City Secretary is hereby directed to record and publish the attached rule, regulation, and policy in the City's Code of Ordinances as authorized by Section 52.001 of the Texas Local Government Code. SECTION 5. EFFECTIVE DATE. This ordinance shall become effective immediately upon its passage and approval. SECTION 6. PROPER NOTICE & MEETING. It is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and that public notice of the time, place, and purpose of said meeting was given as required by the Open Meetings Act, Texas Government Code, Chapter 551. Notice was also provided as required by Chapter 52 of the Texas Local Government Code. The motion to approve this ordinance was made by and seconded by de,,Tadfd yik.d40 the ordinance was pas d and approved by the following vote r - 0 1: Chris Watts, Mayor: Gerard Hudspeth, District 1: Keely G. Briggs, District 2: Don Duff, District 3: John Ryan, District 4: Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: _Ay& Abstain Absent PASSED AND APPROVED this the 4 day of ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: AARON LE AL, CITY ATTORNEY BY:c Attachment "A" CITY OF DENTON CODE OF ORDINANCES CHAPTER 2: ADMINISTRATION ARTICLE XI. ETHICS DIVISION 3. IMPLEMENTATION Sec. 2-277. Board of Ethics (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 to a City Official within the third (3rd) degree of affinity (marriage) or 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. FILE REFERENCE FORM X Additional File Exists 18-757 Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials Amended by Ordinance No. 18-1043 6/26/18 TR S:\Legal\Our Documents\Ordinances\18 \Ordinance-Ethics Draft H 05-01-18 Clean.docx ORDINANCE NO. 18-757 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AMENDING THE CODE OF ORDINANCES, RELATED TO CHAPTER 2, TITLED "ADMINISTRATION" ARTICLE XI, TITLED "ETHICS"; PROVIDING FOR FINDINGS OF FACT; PROVIDING A REPEALER; PROVIDING SEVERABILITY; PROVIDING CODIFICATION; CONFIRMING PROPER NOTICE AND MEETING; AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City Council of the City of Denton enacts this new Code of Ethics to foster a culture of integrity for those who serve the municipality and our citizenry; and WHEREAS, the City Council strives to increase public confidence in our municipal government; and WHEREAS, the City Council finds that 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; and WHEREAS, the City Council has determined that city officials have a responsibility to the citizens to administer and enforce the City Charter and City Ordinances in an ethical manner; and WHEREAS, the City Council wants to enhance public confidence in our municipal government by providing that 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; and WHEREAS, the City Council enacts this Ordinance to ensure that decision makers provide responsible stewardship of City resources and assets; and WHEREAS, the City Council intends this Ordinance to provide a framework within which to encourage ethical behavior and enforce basic standards of conduct while providing due process that protects the rights of the complainant and the accused, and not to provide a mechanism to defame, harass or abuse political opponents, or publicize personal grudges; and WHEREAS, on November 7, 2017, Denton voters approved a proposition amending the City Charter so as to require the adoption of an ordinance regulating ethics; and WHEREAS, the voter approved language to appear in the City Charter, as included in Ordinance No. 2017-237 adopted on August 15, 2017, is as follows: Ethics Ordinance Requirement. The City Council shall adopt an ethics ordinance. The ethics ordinance shall prohibit the use of public office for private gain and shall incorporate the conflict of interest standards that appear in chapter 171 of the Texas Local Government Code and all state law as presently exist or may be hereafter amended or adopted. The Council may adopt more stringent standards than those that appear in state law, but the ethics ordinance shall at a minimum include the following components: Definition of a prohibited improper economic interest and personal gain; Definition of recusal and improper participation when a potential conflict of interest is present; Avoidance of appearance of conflict of interest; and Administration and enforcement of ethics ordinance, including the power to subpoena witnesses and documents, coupled with strong and meaningful remedies for infraction; and WHEREAS, 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; and WHEREAS, the contents of this draft was selected from a sampling of more than nineteen (19) municipal ethics policies from across Texas; and WHEREAS, this document represents the consensus of preferences expressed by the City Council over a period of eight (8) public work sessions, and four (4) public hearings, which were broadcasted. Altogether, the work sessions exceeded twenty (20) hours of deliberations; and WHEREAS, this Code of Ethics shall apply to the Mayor, City Council, Planning and Zoning, Zoning Board of Adjustment, Historic Landmark Commission, Board of Ethics, Public Utilities Board, Department Heads appointed by the City Council, and Vendors; and WHEREAS, the City Council finds the attached amendments reasonable and necessary. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. FINDINGS OF FACT. The foregoing recitals are incorporated into this Ordinance by reference as findings of fact as if expressly set forth herein. SECTION 2. AMENDMENT. That the Code of Ordinances, Denton, Texas, is hereby amended by adding an article to be numbered Chapter 2 — Article XI, which said article reads as provided in Attachment A, attached hereto and incorporated into this Ordinance for all intents and purposes. SECTION 3. REPEALER. To the extent reasonably possible, Ordinances are to be read together in harmony. However, all Ordinances, or parts thereof, that are in conflict or inconsistent with any provision of this Ordinance including, but not limited to Section 2-62 (Conflict of Interest), are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters regulated, herein. SECTION 4. SEVERABILITY. Should any of the clauses, sentences, paragraphs, sections, or parts of this Ordinance be deemed invalid, unconstitutional, or unenforceable by a court of law or administrative agency with jurisdiction over the matter, such action shall not be construed to affect any other valid portion of this Ordinance. SECTION 5. CODIFICATION. The City Secretary is hereby directed to record and publish the attached rules, regulations, and policies in the City's Code of Ordinances as authorized by Section 52.001 of the Texas Local Government Code. SECTION 6. EFFECTIVE DATE. This ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record-Chronicle, the official newspaper of the City of Denton, Texas, within ten (10) days of the date of its passage. In addition, per Section 2- 279(f) of the Ethics Ordinance, the time for filing a Complaint regarding an alleged violation of the Ethics Ordinance where the alleged violation occurs after the Effective Date but before the Board of Ethics is empaneled shall be tolled and not begin to run until such time as the Board of Ethics is empaneled and its Rules of Procedure are confirmed by the City Council. SECTION 7. PROPER NOTICE & MEETING. It is hereby officially found and determined that the meeting at which this Ordinance was passed was open to the public, and that public notice of the time, place, and purpose of said meeting was given as required by the Open Meetings Act, Texas Government Code, Chapter 551. Notice was also provided as required by Chapter 52 of the Texas Local Government Code. The motion to approve this ordinance was made by J/lietY „.,W6W.Z4 and seconded by AlEay kZie,/6(7 , the ordinance was passed and approved by the following vote r 0 1: Mayor Chris Watts: doe Gerard Hudspeth, District 1; Keely G. Briggs, District 2: Don Duff, District 3: John Ryan, District 4: Dalton Gregory, At Large Place 5: Sara Bagheri, At Large Place 6: ade PASSED AND APPROVED this t51. day of ATTEST: JENNIFER WALTERS, CITY SECRETARY By: API VED M TO LEGAL FORM: AA1ON LEAL, CITY ATTORNEY By: Attachment "A" CITY OF DENTON CODE OF ORDINANCES CHAPTER 2: ADMINISTRATION ARTICLE XL ETHICS DIVISION 1. GENERAL Sec. 2-265. Authority This Article is enacted pursuant to the authority granted to the City under Section 14.04 of the Charter. Sec. 2-266. Purpose 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. Furthermore, this Article was enacted to ensure that decision makers provide responsible stewardship of City resources and assets. It is not the purpose of this Article to provide a mechanism to defame, harass or abuse their political opponents, or publicize personal grudges. Rather, this Article is intended to provide a framework within which to encourage ethical behavior, and enforce basic standards of conduct while providing due process that protects the rights of the Complainant and the Accused. Sec. 2-267, Prospective This Article shall apply prospectively, and shall not sustain any Complaints based on acts or omissions alleged to have taken place prior to May 15, 2018. Sec. 2-268. Applicability This Article applies to the following persons: (a) City Officials; (b) Former City Officials whose separation from city service occurred less than one (1) year from the date of the alleged violation of this Article. Application of this Article to Former City Officials shall be limited to alleged violations: (1) that occurred during the term as a City Official; (2) of the prohibition on representing others for compensation (§2-273(d)(2)); or (3) of the prohibition of subsequent work on prior projects (§2-273(h)); (c) Vendors; and (d) Complainant(s), who must comply with this Article's procedures and the prohibition on Frivolous Complaints. See. 2-269. Definitions The following words, terms, and phrases, when used in this Article, 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: this Chapter 2, Article XI of the Code of Ordinances 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. Business Entity: a sole proprietorship, partnership, firm, corporation, holding company, joint-stock company, receivership, trust, political subdivision, government agency, university, or any other entity recognized by law. 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. Charged: to be charged with a violation of this Article is to have an Accepted Complaint deemed Actionable. 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 City Charter, or their designee and clerical staff acting in the City Auditor's absence. City Official: for purposes of this Article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and Zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board. 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. 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 by the City Council or City Manager. Council: the governing body of the City of Denton, Texas, including the Mayor and City Council Members. Deliberations: discussions at the dais; voting as a Member of the Board or Commission; or presentations as a member of the audience before any City Board or Commission; conversing or corresponding with other City Officials or Staff. This term does not apply to a general vote on a broad, comprehensive, or omnibus motion, such as approval of the City budget. Department Heads: the employees appointed by the City Council, those being the City Manager, City Auditor, City Attorney, and Municipal Court Judge. Former City Official: a City Official whose separation from city service occurred less than one (1) year from the date of an alleged violation of this Article. Frivolous Complaint: a sworn Complaint that is groundless and brought in bad faith, or groundless and brought for the purpose of harassment. Interfere: a person interferes with a process or activity pertaining to this Article when they intentionally and wrongfully take part in, or prevent, a City process or activity from continuing or being carried out properly or lawfully. Panel: an ad hoc subcommittee of the Board of Ethics consisting of three (3) members assigned by the Chairperson or designated by the City Auditor (as applicable) on a rotating basis, at least one (1) of which is an attorney or retired jurist. 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 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. Person: associations, corporations, firms, partnerships, bodies politic, and corporate, as well as individuals. Recklessly: a person acts recklessly when they are aware of but consciously disregard a substantial and unjustifiable risk that a certain result is probable from either their conduct, or in light of the circumstances surrounding their conduct. The risk must be of such a nature and degree that to disregard it constitutes a gross deviation from the standard of care that an ordinary person would exercise under the circumstances. Relative: a family member related to a City Official within the third (r) degree of affinity (marriage) or consanguinity (blood or adoption). 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, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Sec. 2-270. Cumulative & Non-Exclusive 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 not be construed as foreclosing or precluding other enforcement options provided by other law, DIVISION 1 RULES OF CONDUCT Sec. 2-271. Expectations The following list conveys the City Council's expectations for City Officials. These expectations are aspirational, and shall not serve as the basis for a Complaint. (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 a high level of 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 private, personal 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. (g) It is neither expected nor required that those subject to this Article relinquish or waive their individual rights. See. 2-272. Mandates (a) Duty to Report. City Officials shall report any conduct that the person knows to be a violation of this Article. Failure to report a violation of this Article is a violation of this Article. For purposes of this section, submittal of a Complaint or a report made to the Fraud, Waste, or Abuse hotline shall be considered to be a report under this Section. A report to the hotline may remain anonymous unless disclosed by the caller. (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. (c) Business Disclosures. When a Pending Matter is before the City Official, and the City Official has knowledge of being a partner with one of the owners of the Business Interest with the Pending Matter, all City Officials shall file with the City Auditor a report listing the known names of human individuals with whom the City Official or the City Official's spouse is named partner in the following types of businesses: General Partnership, Limited Partnership, Limited Liability Partnership, or Limited Liability Corporation, or Professional Corporation. Annual reports shall be submitted within ninety (90) days of taking office. Failure to submit a report shall not serve as a basis for a Complaint unless the City Official fails to submit a report within thirty (30) days of being provided written notification of the omission. Neither the existence of a business relationship as described in this Section, nor the submission of a report required by this Section shall prevent a City Official from participating in Deliberations on matters pending before the City absent a Conflicting Interest. Sec. 2-273. Prohibitions (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 currently has a Conflicting Interest. City Officials with a current Conflicting Interest in a Pending Matter must recuse themselves and abstain from Deliberations. It is an exception to this recusal requirement if the City Official serves on the City Council, Planning and Zoning Commission, Board of Ethics, Historic Landmark Commission, Public Utilities Board, or Board of Adjustment; and a majority of the members of that body is composed of persons who are likewise required to file (and who do file) disclosures on the same Pending Matter. (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. Disclosures under this subsection shall be for the time period, including the previous calendar year, and up to date where the Conflicting Interest arises before the City Official. Definition of Conflicting Interest. For purposes of this Article, the term is defined as follows: (3) Conflicting Interest: a stake, share, equitable interest, or involvement in an undertaking in the form of any one (1) or more of the following: (A) ownership of five percent (5%) or more voting shares or stock in a Business Entity; (B) receipt of more than six-hundred dollars ($600.00) in gross annual income from a Business Entity, as evidenced by a W-2, 1099, K-1, or similar tax form; (C) ownership of more than six-hundred dollars ($600.00) of the fair market value of a Business Entity; (D) ownership of an interest in real property with a fair market value of more than six-hundred dollars ($600.00); (E) serves on the Board of Directors or as an Officer of a Business Entity, unless the City Official was appointed to that position by the City Council; and/or (b) Gifts. (1) (2) (3) (4) (5) (F) serves on the Board of Directors (i.e., governing body) or as an Officer of a nonprofit corporation or an unincorporated association, unless the City Official was appointed to that position by the City Council. 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. 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. Specific. It shall be a violation of this Article for a City Official to accept any gift for which the fair market value is greater than fifty dollars ($50.00). It shall be a violation of this Article for a City Official to accept multiple gifts for which the cumulative fair market value exceeds two hundred dollars ($200,00) in a single fiscal year. 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. Definition of Gill. Anything of monetary value, including but not limited to cash, personal property, real property, services, meals, entertainment, and travel expenses. Exceptions. This definition shall not apply to the following, which are allowed under this Article: (A) a lawful campaign contribution; (B) meals, lodging, transportation, entertainment, 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, or the coordinator of the event; (C) meals, lodging, transportation, or entertainment furnished in connection with public events, appearances, or ceremonies related to official City business, nonprofit functions, or charity functions, or community events, if furnished by the sponsor of such events (who is in attendance); (D) complimentary copies of trade publications and other related materials; (c) (E) attendance at hospitality functions at local, regional, state, or national association meetings and/or conferences; (F) any gift that 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; and (H) complimentary attendance at political, nonprofit, or charitable fund raising events. (6) Donations. It is not a violation under this Article for a City Official to accept a Gift prohibited by this Article on behalf of the City of Denton. Conveyance of a Gift prohibited by this Article to the City of Denton or a nonprofit corporation cures any potential violation. (7) Reimbursement. It is not a violation under this Article for a City Official to accept a Gift prohibited by this Article and promptly reimburse the Person the actual cost or fair market value of the gift. Outside Employment. (1) Applicability of Section. This subsection applies to Department Heads. (2) Prohibition, It is a violation of this Article for a Department Head 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 a Department Head 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 a board or commission of 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 Council or a board, commission, or staff of the City for a period of one (1) year after termination of official duties. This prohibition applies to representation in the form of advocacy or lobbying regarding discretionary approvals of the City, not routine, ministerial actions. 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. The prohibition in this subsection solely applies to the Former City Official, and shall not be construed to apply to other affiliated Persons. This subsection does not apply to Former City Officials who represent others for compensation in the course of applying for non-discretionary, ministerial permits and routine approvals. It shall be an exception to this Article when the Former City Official is employed by or owns a small business which existed before the Former City Official commenced service as a City Official and is the sole source of specialized knowledge or expertise necessary within that small business, and that knowledge or expertise is necessary to transact business with the City. (e) Improper Influence. It shall be a violation of this Article for a City Official to use such person's official title/position to: (0 (g) (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; 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 other than the merits; or 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 having been authorized by the City Council to make such representation (except the Mayor, City Manager, and City Attorney). (3) (5) Misuse of Information. (1) Personal Gain. It shall be a violation of this Article for a former City Official to use any confidential information to which the City Official had access by virtue of their official capacity and which has not been made public concerning the property, operations, policies, or affairs of the City, to advance any personal or private financial interest of any Person. (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 the City Official'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. 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 (i) staff time for private purposes (including political purposes), except to the extent and according to the terms that those resources are generally available to other citizens and the City Officials for official City purposes. (h) Abuse of Position. It shall be a violation of this Article for any City Official to engage in the following: (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. Subsequent Work on Prior Projects. It shall be a violation of this Article for any former City Official, within one (1) year 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. This Section does not apply to a City Official whose involvement with a contract or arrangement was limited to Deliberations as a member of the City Council, Planning and Zoning Commission, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board. DIVISION 3. IMPLEMENTATION Sec. 2-274. Staffing (a) City Auditor. The City Auditor's Office shall be responsible to provide staff and clerical 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. Nothing herein creates a duty for the City Auditor to enforce this Article. Furthermore, this Article shall not be construed as requiring the City Auditor to investigate allegations of violations of this Article submitted via the Fraud, Waste, or Abuse hotline. (b) Conflicts Log. The City Auditor's Office shall, in cooperation with the City Secretary's Office, maintain a Conflicts Log on an ongoing basis listing the Conflicting Interests disclosed by City Officials in accordance with this Article. The log is a public record, The City Auditor is neither authorized nor required to inspect or act upon the content of the Conflicts Log. (c) City Manager. If a Complaint accuses the City Auditor of violating this Article, the duties of the City Auditor under this Article shall be performed by the City Manager for purposes of processing that Complaint. Sec. 2-275. Legal Counsel (e) (a) City Attorney. The City Attorney shall provide legal support to the City Auditor and the Board of Ethics in the administration of this Article. Nothing herein shall be construed to limit the authority of the City Attorney to render legal guidance in accordance with the City Attorney's professional obligations and standards. (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 City Auditor and 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. Sec. 2-276. Training (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 a training session regarding this Article within ninety (90) days of commencing their official duties. (c) Annual. City Officials shall complete an annual training session regarding this Article. (d) Exiting Officials. Information shall be provided to City Officials terminating their City service regarding the continuing restrictions on the representation of others by certain former City Officials. See. 2-277. Board of Ethics (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, and three (3) alternate 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. In total, members may only serve three (3) consecutive terms. A member may be reappointed no sooner than one (1) year after expiration of a previous term. 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, architects, engineers, 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. The Board shall be comprised of at least three (3) members who are attorneys or retired jurists. (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 third (3'd) degree of affinity (marriage) or 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. Alternates. Alternate members of the Board of Ethics shall attend meetings only upon request 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. Scope of Authority. The Board of Ethic's jurisdiction shall be limited to implementation and enforcement of this Article, and shall include the authority to administer oaths and affirmations, issue and enforce limited subpoenas to compel the attendance of witnesses and the production of testimony, evidence, and/or documents as is reasonably relevant to the Actionable Complaint, as provided by the City Charter. The issuance and enforcement of subpoenas shall be only upon a majority vote of the Board of Ethics, in accordance with the Rules of Procedure, and enforcement shall be through any of the Sanction options listed herein. 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. Officers. At the first meeting of each fiscal year the Board of Ethics shall select from among its members a Chairperson and Vice-Chairperson. Rules of Procedure: The Board of Ethics shall adopt rules of procedure governing how to conduct meetings and hearings. Such procedural rules are subject to confirmation or modification by the City Council. Removal: The City Council may, by a vote of two-thirds (2/3), remove a member of the Board of Ethics for cause. Justifications warranting removal for cause shall include neglect of duty, incompetence, gross ignorance, inability or unfitness for duty, or disregard of the Code of Ordinances. Sec. 2-278. Advisory Opinions (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 or Special Counsel. (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. This time limitation is tolled and shall not run until the Board of Ethics is empaneled and its Rules of Procedure are confirmed by the City Council. (c) Reliance. It shall be an affirmative defense to a Complaint that the Accused relied 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 reasonably relied in good faith upon an Advisory Opinion; (2) the request for an Advisory Opinion fairly and accurately disclosed the relevant facts; and less than five (5) years elapsed between the date the Advisory Opinion was issued and the date of the conduct in question. Sec. 2-279. Complaints (a) Complainants. Any person who has first-hand knowledge that there has been a violation of Sections 2-272 and 2-273 of this Article may allege such violations by submitting a Complaint. The persons who may submit Complaints includes (but is not limited to) members of the Board of Ethics. (3) (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, under oath, must set forth in simple, concise, direct statements, and 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 all documents or other material available to the Complainant that are relevant to the allegation. (7) (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, Notwithstanding the foregoing, nothing in this subsection shall be construed to extend the one (1) year limitation of activity applicable to Former City Officials. The time for filing a Complaint regarding an alleged violation of this Article where the alleged violation occurred after the Effective Date but before the Board of Ethics is empaneled shall be tolled and not begin to run until such time as the Board of Ethics is empaneled and its Rules of Procedure are confirmed by the City Council. (g) Filing. Complaints shall be submitted to the City Auditor. Submission of Complaints may be made by hand delivery, U.S. Mail, or email directed to an email address publicly listed by the City Auditor. (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 and timely, 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. Clerical and administrative steps shall be taken to identify and manage confidential information 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 exparte 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. Sec. 2-280. Preliminary Assessment (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. The Chairperson shall order a meeting of the Panel, which shall be conducted in compliance with the Texas Open Meetings Act. Each Panel shall select a Presiding Officer to conduct Panel deliberations. (c) Panel Determination. Within ten (10) 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. (5) 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. A Panel's preliminary assessment under this Section 2-280 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. See. 2-281. Meetings (a) Calling Meetings. Meetings of the Board of Ethics shall be called upon request of the Chairperson, three (3) members, or the City Auditor. Quorum. The quorum necessary to conduct meetings of the Board of Ethics shall be four (4). The Chairperson (or acting chairperson) shall count toward the establishment of a quorum and retains the right to vote, 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. (2) Purpose: The purpose 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) Sworn Testimony: All witness testimony provided to the Board of Ethics shall be under oath. (4) 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. Representation: The Accused shall have a right to present a defense. Both the Complainant and the Accuser have a right to be represented by legal counsel. (d) Open Meetings. All meetings and hearings of the Board of Ethics, including Panel deliberations, 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 actions of the Board of Ethics shall take place in open session. (e) Postponement in Certain Instances. (1) Board: Proceedings may be postponed upon majority vote by the members of the Board of Ethics. (2) Parties: The Complainant and the Accused are each entitled to one (1) postponement without cause. Additional postponements shall be solely for good cause and at the discretion of the Board of Ethics. (3) Criminal Proceedings: 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. Sec. 2-282. Disposition (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; or (4) the Complainant failed to testify at the hearing. (b) Sanctions. If the Board of Ethics determines by simple majority vote of those present and voting 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 Advisory opinion, 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) Letter of 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 Commission, Zoning Board of Adjustment, Board of Ethics, Public Utilities Board, Historic Landmark Commission, or a Department Head, and it: (5) (A) was serious and 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. 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. (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 as provided by Section 2-282(b), 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 (3) 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. Sec. 2-283. Reconsideration 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 notice to the Parties. Sec. 2-284. Nepotism (a) City Council. No Person shall be employed by the City who is related to any member of the City Council within the third (31d) degree of affinity or consanguinity. (b) Department Supervisor. No Person shall be employed by the City in a department if the Person is related to the City Manager or the department supervisor within the third (3rd) degree of affinity or consanguinity. (c) Preexisting Employment. The prohibitions of this Section do not apply to a Person who was employed by the City more than six (6) months prior. Sec. 2-285. General Procedural Matters (a) Deadlines. Any deadline provided in this Article shall be construed as expiring at 5:00 p.m. local time on the last day. (b) Mailbox Rule. Under this Article, a deadline for any response or request for appeal is met when the date the response or request for appeal is mailed falls within the timeline requirements of this Article. The posted date of any mailing will control whether it meets the timeline requirements of this Article. See. 2-286. Lobbyists [reserved] Additional Terms of Engagement This supplement to our engagement letter sets out additional terms of our agreement to provide the representation described in our engagement. Because these additional terms of engagement are a part of our agreement to provide legal services, you should review them carefully and should promptly communicate to us any questions concerning this document. We suggest that you retain this statement of additional terms along with our engagement letter and any related documents. The Scope of the Representation As lawyers, we undertake to provide representation and advice on the legal matters for which we are engaged. It is important for our clients to have a clear understanding of the legal services that we have agreed to provide. Thus, if there are any questions about the scope of the Representation that we are to provide in the Matter, please raise those questions promptly, so that we may resolve them at the outset of the Representation. Any expressions on our part concerning the outcome of the Representation, or any other legal matters, are based on our professional judgment and are not guarantees. Such expressions, even when described as opinions, are necessarily limited by our knowledge of the facts and are based on our views of the state of the law at the time they are expressed. Upon accepting this engagement on your behalf, Lloyd Gosselink Rochelle & Townsend, P.C. agrees to do the following: (1) provide legal counsel in accordance with these terms of engagement and the related engagement letter, and in reliance upon information and guidance provided by you; and (2) keep you reasonably informed about the status and progress of the Representation. To enable us to provide effective representation, you agree to do the following: (1) disclose to us, fully and accurately and on a timely basis, all facts and documents that are or might be material or that we may request, (2) keep us apprised on a timely basis of all developments relating to the Representation that are or might be material, (3) attend meetings, conferences, and other proceedings when it is reasonable to do so, and (4) otherwise cooperate fully with us. Our firm has been engaged to provide legal services in connection with the Representation in the Matter, as specifically defined in our engagement letter. After completion of the Representation in the Matter, changes may occur in the applicable laws or regulations that could affect your future rights and liabilities in regard to the Matter. Unless we are actually engaged after the completion of the Representation to provide additional advice on such issues, the firm has no continuing obligation to give advice with respect to any future legal developments that may pertain to the Matter. It is our policy and your agreement that the person or entity that we represent is the one identified in our engagement letter, and that our attorney-client relationship does not include any related persons, employees of the client, or related entities. Who Will Provide the Legal Services As our engagement letter confirms, Lloyd Gosselink Rochelle & Townsend, P.C. will represent you in the Matter. Lloyd Gosselink Rochelle & Townsend, P.C. is a Texas professional corporation. Page 1 October 2, 2018 Although our firm will be providing legal services, each client of the firm customarily has a relationship principally with one attorney, or perhaps a few attorneys. At the same time, however, the work required in the Representation, or parts of it, may be performed by other firm personnel, including lawyers and paralegals. Such delegation may be for the purpose of involving other firm personnel with experience in a given area or for the purpose of providing services on an efficient and timely basis. Communication and Confidentiality In keeping with technological advancements and the corresponding demands of clients, it is the practice of the firm to use electronic (email) correspondence from time to time to communicate and to transmit documents. As such, the possibility exists that electronic transmissions could be intercepted or otherwise received by third parties and lose their privileged nature if the method of communication is ruled to lack sufficient confidentiality. As with any correspondence regarding legal representation, regardless of the manner of transmission, we urge you to use caution in its dissemination in order to protect its confidentiality. By signing below, you agree that we may use email in the scope of the Representation. We recognize our obligation to preserve the confidentiality of attorney-client communications as well as the client confidences, as required by the governing rules of professional responsibility. If the Matter involves transactions, litigation or administrative proceedings or like proceedings in which our firm appears as counsel of record for you in publicly available records, we reserve the right to inform others of the fact of our representation of you in the Matter and (if likewise reflected or record in publicly available records) the results obtained unless you specifically direct otherwise. Periodically, the firm is asked to provide a Representative Client List to prospective clients and in various legal directories (e.g., Martindale-Hubbell and the Texas Legal Directory). Unless you advise us to the contrary, we may disclose to third parties the fact that our firm represents you. Lloyd Gosselink is not requesting authorization to disclose any privileged information obtained during its representation. Disclaimer Lloyd Gosselink Rochelle & Townsend, P.C. has made no promises or guarantees to you about the outcome of the Representation of the Matter, and nothing in our engagement letter or these terms of engagement shall be construed as such a promise or guarantee. Termination At any time, you may, with or without cause, terminate the Representation by notifying us in writing of your intention to do so. Any such termination of services will not affect the obligation to pay for legal services rendered and expenses and charges incurred before termination, as well as additional services and charges incurred in connection with an orderly transition of the Matter. We are subject to the codes or rules of professional responsibility for the jurisdictions in which we practice. There are several types of conduct or circumstances that could result in our withdrawing from representing a client, including, for example, the following: non-payment of fees or charges; misrepresentation or failure to disclose material facts; fraudulent or criminal conduct; action contrary to our advice; and conflict of interest with another client. We try to identify in advance and discuss with our clients any situation that may lead to our withdrawal. Page 2 October 2, 2018 A failure by you to meet any obligations under these terms of engagement shall entitle Lloyd Gosselink Rochelle & Townsend, P.C. to terminate the Representation. In that event, you will take all steps necessary to release Lloyd Gosselink Rochelle & Townsend, P.C. of any further obligations in the Representation or the Matter, including without limitation the execution of any documents necessary to effectuate our withdrawal from the Representation or the Matter. The right of Lloyd Gosselink Rochelle & Townsend, P.C. to withdraw in such circumstances is in addition to any rights created by statute or recognized by the governing rules of professional conduct. Our engagement letter specifically explains our fees for services in the Matter. We will bill on a regular basis, normally each month, for fees and expenses and charges. It is agreed that you will make full payment within thirty (30) days of receiving our statement. We may give notice if an account becomes delinquent, and it is further agreed that any delinquent account must be paid upon the giving of such notice. If the delinquency continues and you do not arrange satisfactory payment terms, we may withdraw from the Representation. However, any termination by either party may be subject to, or controlled by, orders of a court. Document Retention We may choose to keep records pertaining to this Matter in partially or exclusively electronic format, and we will bear ordinary costs relating to the treatment and storage of such records as part of the cost of providing legal services to you. Upon completion of our work on this Matter, your file, in the form in which it was maintained, will be made available for transfer to you at our office. As a general rule, we keep client files for five years. If your file has not previously been returned to you before the end of the retention period, our document retention policy directs us to offer the file to you at that time. Original documents (e.g., permits, licenses, deeds, wills and the like), or material that has unique or significant value in the form we originally acquired it, will be returned to you in that original form. We may, however, require you to pay any delivery or shipping expenses associated with delivering your client file and other client property to you at a location other than our office. If you do not indicate a desire to have the file returned to you, the file (both electronic and written) will be destroyed. Charges for Expenses and Services Our invoices will include amounts for legal services rendered and for other expenses and services. Examples of other expenses and services include charges for photocopying, facsimile transmissions, long-distance telephone calls, travel and conference expenses, messenger deliveries, computerized research, and other electronic transmissions. In addition, we reserve the right to send to you for direct payment any invoices delivered to us by others, including experts and any vendors. Rates for our legal services, expenses and charges are subject to change from time to time and will be noted on your bill. In some situations, we can arrange for such services and expenses to be provided by third parties billed through our billings or by direct billing to the client. Standards of Professionalism and Attorney Complaint Information Pursuant to rules promulgated by the Texas Supreme Court and the State Bar of Texas, we are to advise our clients to the contents of the Texas Lawyer's Creed, a copy of which is attached. In addition, we are to advise clients that the State Bar of Texas investigates and prosecutes complaints of professional misconduct against attorneys licensed in Texas. A brochure entitled Attorney Complaint Information is available in our office in Austin and is likewise available upon request. A client that has any questions about the State Bar's disciplinary process should call the Office of the General Counsel of the State Bar of Texas at 1-800-932-1900 toll free. Page 3 October 2, 2018 THE TEXAS LAWYER'S CREED A Mandate for Professionalism Promulgated by The Supreme Court of Texas and the Court of Criminal Appeals November 7, 1989 I am a lawyer; I am entrusted by the People of Texas to preserve and improve our legal system. I am licensed by the Supreme Court of Texas. I must therefore abide by the Texas Disciplinary Rules of Professional Conduct, but I know that Professionalism requires more than merely avoiding the violation of laws and rules. I am committed to this Creed for no other reason than it is right. I. OUR LEGAL SYSTEM A lawyer owes to the administration of justice personal dignity, integrity, and independence. A lawyer should always adhere to the highest principles of professionalism. 1. I am passionately proud of my profession. Therefore, "My word is my bond." 2. I am responsible to assure that all persons have access to competent representation regardless of wealth or position in life. 3. I commit myself to an adequate and effective pro bono program. 4. I am obligated to educate my clients, the public, and other lawyers regarding the spirit and letter of this Creed. 5. I will always be conscious of my duty to the judicial system. II. LAWYER TO CLIENT A lawyer owes to a client allegiance, learning, skill, and industry. A lawyer shall employ all appropriate means to protect and advance the client's legitimate rights, claims, and objectives. A lawyer shall not be deterred by any real or imagined fear of judicial disfavor or public unpopularity, nor be influenced by mere self-interest. 1. I will advise my client of the contents of this Creed when undertaking representation. 2. I will endeavor to achieve my client's lawful objectives in legal transactions and in litigation as quickly and economically as possible. 3. I will be loyal and committed to my client's lawful objectives, but I will not permit that loyalty and commitment to interfere with my duty to provide objective and independent advice. 4. I will advise my client that civility and courtesy are expected and are not a sign of weakness. 5. I will advise my client of proper and expected behavior. 6. I will treat adverse parties and witnesses with fairness and due consideration. A client has no right to demand that I abuse anyone or indulge in any offensive conduct. 7. I will advise my client that we will not pursue conduct which is intended primarily to harass or drain the financial resources of the opposing party. 8. I will advise my client that we will not pursue tactics which are intended primarily for delay. 9. I will advise my client that we will not pursue any course of action which is without merit. 10. I will advise my client that I reserve the right to determine whether to grant accommodations to opposing counsel in all matters that do not adversely affect my client's lawful objectives. A client has no right to instruct me to refuse reasonable requests made by other counsel. 11. I will advise my client regarding the availability of mediation, arbitration, and other alternative methods of resolving and settling disputes. Page 1 III. LAWYER TO LAWYER A lawyer owes to opposing counsel, in the conduct of legal transactions and the pursuit of litigation, courtesy, candor, cooperation, and scrupulous observance of all agreements and mutual understandings. Ill feelings between clients shall not influence a lawyer's conduct, attitude, or demeanor toward opposing counsel. A lawyer shall not engage in unprofessional conduct in retaliation against other unprofessional conduct. 1. I will be courteous, civil, and prompt in oral and written communications. 2. I will not quarrel over matters of form or style, but I will concentrate on matters of substance. 3. I will identify for other counsel or parties all changes I have made in documents submitted for review. 4. I will attempt to prepare documents which correctly reflect the agreement of the parties. I will not include provisions which have not been agreed upon or omit provisions which are necessary to reflect the agreement of the parties. 5. I will notify opposing counsel, and, if appropriate, the Court or other persons, as soon as practicable, when hearings, depositions, meetings, conferences or closings are cancelled. 6. I will agree to reasonable requests for extensions of time and for waiver of procedural formalities, provided legitimate objectives of my client will not be adversely affected. 7. I will not serve motions or pleadings in any manner that unfairly limits another party's opportunity to respond. 8. I will attempt to resolve by agreement my objections to matters contained in pleadings and discovery requests and responses. 9. I can disagree without being disagreeable. I recognize that effective representation does not require antagonistic or obnoxious behavior. I will neither encourage nor knowingly permit my client or anyone under my control to do anything which would be unethical or improper if done by me. 10. I will not, without good cause, attribute bad motives or unethical conduct to opposing counsel nor bring the profession into disrepute by unfounded accusations of impropriety. I will avoid disparaging personal remarks or acrimony towards opposing counsel, parties and witnesses. I will not be influenced by any ill feeling between clients. I will abstain from any allusion to personal peculiarities or idiosyncrasies of opposing counsel. 11. I will not take advantage, by causing any default or dismissal to be rendered, when I know the identity of an opposing counsel, without first inquiring about that counsel's intention to proceed. 12. I will promptly submit orders to the Court. I will deliver copies to opposing counsel before or contemporaneously with submission to the court. I will promptly approve the form of orders which accurately reflect the substance of the rulings of the Court. 13. I will not attempt to gain an unfair advantage by sending the Court or its staff correspondence or copies of correspondence. 14. I will not arbitrarily schedule a deposition, Court appearance, or hearing until a good faith effort has been made to schedule it by agreement. 15. I will readily stipulate to undisputed facts in order to avoid needless costs or inconvenience for any party. Page 2 16. I will refrain from excessive and abusive discovery. 17. I will comply with all reasonable discovery requests. I will not resist discovery requests which are not objectionable. I will not make objections nor give instructions to a witness for the purpose of delaying or obstructing the discovery process. I will encourage witnesses to respond to all deposition questions which are reasonably understandable. I will neither encourage nor permit my witness to quibble about words where their meaning is reasonably clear. 18 I will not seek Court intervention to obtain discovery which is clearly improper and not discoverable. 19. I will not seek sanctions or disqualification unless it is necessary for protection of my client's lawful objectives or is fully justified by the circumstances. IV. LAWYER AND JUDGE Lawyers and judges owe each other respect, diligence, candor, punctuality, and protection against unjust and improper criticism and attack. Lawyers and judges are equally responsible to protect the dignity and independence of the Court and the profession. 1. I will always recognize that the position of judge is the symbol of both the judicial system and administration of justice. I will refrain from conduct that degrades this symbol. 2. I will conduct myself in court in a professional manner and demonstrate my respect for the Court and the law. 3. I will treat counsel, opposing parties, witnesses, the Court, and members of the Court staff with courtesy and civility and will not manifest by words or conduct bias or prejudice based on race, color, national origin, religion, disability, age, sex, or sexual orientation. 4. I will be punctual. 5. I will not engage in any conduct which offends the dignity and decorum of proceedings. 6. I will not knowingly misrepresent, mischaracterize, misquote or miscite facts or authorities to gain an advantage. 7. I will respect the rulings of the Court. 8. I will give the issues in controversy deliberate, impartial and studied analysis and consideration. 9. I will be considerate of the time constraints and pressures imposed upon the Court, Court staff and counsel in efforts to administer justice and resolve disputes. Order of the Supreme Court of Texas and the Court of Criminal Appeals The conduct of a lawyer should be characterized at all times by honesty, candor, and fairness. In fulfilling his or her primary duty to a client, a lawyer must be ever mindful of the profession's broader duty to the legal system. The Supreme Court of Texas and the Court of Criminal Appeals are committed to eliminating a practice in our State by a minority of lawyers of abusive tactics which have surfaced in many parts of our country. We believe such tactics are a disservice to our citizens, harmful to clients, and demeaning to our profession. The abusive tactics range from lack of civility to outright hostility and obstructionism. Such behavior does not serve justice but tends to delay and often deny justice. The lawyers who use abusive tactics, instead of being part of the solution, have become part of the problem. The desire for respect and confidence by lawyers from the public should provide the members of our profession with the necessary incentive to attain the highest degree of ethical and professional conduct. Page 3 These rules are primarily aspirational. Compliance with the rules depends primarily upon understanding and voluntary compliance, secondarily upon reenforcement by peer pressure and public opinion, and finally when necessary by enforcement by the courts through their inherent powers and rules already in existence. These standards are not a set of rules that lawyers can use and abuse to incite ancillary litigation or arguments over whether or not they have been observed. We must always be mindful that the practice of law is a profession. As members of a learned art we pursue a common calling in the spirit of public service. We have a proud tradition. Throughout the history of our nation, the members of our citizenry have looked to the ranks of our profession for leadership and guidance. Let us now as a profession each rededicate ourselves to practice law so we can restore public confidence in our profession, faithfully serve our clients, and fulfill our responsibility to the legal system. The Supreme Court of Texas and the Court of Criminal Appeals hereby promulgate and adopt "The Texas Lawyer's Creed -- A Mandate for Professionalism" described above. In Chambers, this 7th day of November, 1989. The Supreme Court of Texas Thomas R. Phillips, Chief Justice Franklin S. Spears, Justice C. L. Ray, Justice Raul A. Gonzalez, Justice Oscar H. Mauzy, Justice Eugene A. Cook, Justice Jack Hightower, Justice Nathan L. Hecht, Justice Lloyd A. Doggett, Justice The Court of Criminal Appeals Michael J. McCormick, Presiding Judge W. C. Davis, Judge Sam Houston Clinton, Judge Marvin 0. Teague, Judge Chuck Miller, Judge Charles F. (Chuck) Campbell, Judge Bill White, Judge M. P. Duncan, Ill, Judge David A. Berchelmann, Jr., Judge Page 4 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:S19-0015e,Version:1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance of the City of Denton,Texas,approving a Specific Use Permit to allow a new monopole tower no more than 88 feet in height on approximately 4.37 acres of land, located at 3401 Barcelona Street in the City of Denton,Denton County,Texas;adopting an amendment to the city’s official zoning map;providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date..The Planning and Zoning Commission recommended Approval (7-0). (S19-0015, Speed of Light Broadband, Cindy Jackson) City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: May 19, 2020 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, approving a Specific Use Permit to allow a new monopole tower no more than 88 feet in height on approximately 4.37 acres of land, located at 3401 Barcelona Street in the City of Denton, Denton County, Texas; adopting an amendment to the city’s official zoning map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date.. The Planning and Zoning Commission recommended Approval (7-0). (S19-0015, Speed of Light Broadband, Cindy Jackson) BACKGROUND The Applicant, Mark Martin representing Jodo Company, LLC (Property Owner), is requesting approval of a Specific Use Permit (SUP) to permit a new tall monopole communications tower for broadband wireless service greater than 85 feet. The subject site is located in the Mixed-Use Regional (MR) zoning district and platted as Lot 2, Block A, Spilde-Harrison Addition. Section 5.6 of the Denton Development Code (DDC), a monopole communications tower with a height over 85-feet, requires approval of a SUP. The subject site is located within the Airport Height Hazard District (AHHD) as shown on Exhibit 6. The AHHD is a component of the Municipal Airport Overlay District in Section 4.5.8 of the DDC. Per the requirements of the AHHD, structures located on the subject site are limited to a maximum height of 810- feet mean sea level. Based on the finished of grade of 723-feet, as shown on the landscape plan, the height of the tower would be approximately 87 feet. When informed of this height restriction, the applicant agreed to reduce the maximum height of the proposed tower to 810-feet mean sea level (or 87-feet). The office building and tower are planned to replace those located at their current address, 716 East McKinney Street. The company uses the tower to provide subscription broadband wireless service and it will be located next to the company’s office building (Exhibits 7 and 8). A full Staff Analysis of the request is provided in Exhibit 2. PLANNING AND ZONING COMMISSION The Planning and Zoning Commission considered this request during their regular meeting on May 6, 2020 and recommended approval. The Applicant and Property Owner were the only speakers during the public hearing. OPTIONS 1. Approve. 2. Approval subject to conditions. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 3. Deny. 4. Postpone item. RECOMMENDATION The Planning and Zoning Commission recommended approval (7-0) of the SUP for a monopole communications tower with a maximum height of 810-foot mean sea level (approximately 87 feet). Staff recommends approval of this SUP to allow a monopole tower no more than 88 feet in height on the Property is hereby approved, subject to the following conditions: 1. The height of the monopole tower shall not be more than 810-foot mean sea level; and 2. Prior to issuance of the permit for the construction of the tower, the applicant shall provide the City with a FAA Determination Letter indicating that the tower will have no impact on the Denton Airport and the City’s approach procedures. . PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action March 19, 1985 City Council Rezone from Agricultural (A) to Light Industrial (LI) Approved February 5, 2002 City Council Site Rezoned from LI to Regional Center Commercial Downtown (RCC-D) in citywide rezoning. Approved February 9, 2005 Planning and Zoning Commission Final plat of Lots 1 & 2 Block A of the Spilde-Harrison Addition. Approved April 23, 2019 City Council Site zoning transitioned from RCC-D to Mixed Use Regional (MR), effective October 1, 2019. Approved. May 6, 2020 Planning and Zoning Commission Approval of a SUP for a monopole communications tower. Recommend Approval PUBLIC OUTREACH: Sixteen notices were sent to property owners within 200 feet of the subject property. Twenty-eight courtesy notices were sent to physical addresses within 500 feet of the subject property. As of the writing of this report, staff has received one response in favor from the property owner and two responses in opposition to the request representing 11% of the area within the 200-ft notification buffer. A notice was published in the Denton Record Chronicle on April 18, 2020. A notice was published on the City’s website on April 17, 2020. One sign was posted on the property on March 2, 2020. The applicant did not hold a neighborhood meeting. DEVELOPER ENGAGEMENT DISCLOSURES No developer contact and/or meeting disclosures have been provided to staff as of the issuance of this report. EXHIBITS 1. Agenda Information Sheet 2. Staff Analysis 3. Site Location Map 4. Current Zoning Map 5. Future Land Use Map 6. Municipal Airport Overlay Map 7. Site Plan – Full Site 8. Site Plan – Impact Area 9. Landscape Plan 10. Building Elevations 11. Notification Map 12. LLC Membership 13. Draft Planning and Zoning Commission Meeting Minutes 14. Staff Presentation 15. Draft Ordinance 16. Exhibit A 17. Exhibit B Respectfully submitted: Richard Cannone, AICP Deputy Director/Planning Director Prepared by: Cindy Jackson, AICP Senior Planner Planning Staff Analysis S19-0015/Speed of Light Broadband City Council District #3 REQUEST: The applicant is requesting approval of a Specific Use Permit (SUP) to allow the installation of a monopole communications tower for broadband wireless service. STAFF RECOMMENDATION: Staff recommends approval of this SUP to allow a monopole tower no more than 88 feet in height on the Property is hereby approved, subject to the following conditions: 1. The height of the monopole tower shall not be more than 810-foot mean sea level; and 2. Prior to issuance of the permit for the construction of the tower, the applicant shall provide the City with a FAA Determination Letter indicating that the tower will have no impact on the Denton Airport and the City’s approach procedures. SITE DATA: The subject site is located at 3401 Barcelona Street, at the southeast corner of intersection of Worthington Drive and Barcelona Street. The proposed tower and accompanying office is located on a 4.37 acres lot which is encumbered by a 140-foot wide drainage easement on the western half of the site. Because of this the site has an actual development impact area of 1.05 acres of the subject site. The subject site is located within the Airport Height Hazard District (AHHD) as shown on Exhibit 6. The AHHD is a component of the Municipal Airport Overlay District in Section 4.5.8 of the Denton Development Code (DDC). Per the requirements of the AHHD, structures located on the subject site are limited to a maximum height of 810-feet mean sea level. Based on the finished of grade of 723-feet, as shown on the landscape plan, the height of the tower would be approximately 87 feet. When informed of this height restriction, the applicant agreed to reduce the maximum height of the proposed tower to 810-feet mean sea level (or 87-feet). The FCC, the FAA, and other federal agencies have standards for telecommunications towers that are not under our purview with which this site will have to comply. The proposed tower site conforms with all applicable Telecommunications Tower Standards in Sections 5.6.7 and 5.6.8 of the Denton Development Code (DDC): • The tower has been designed to accommodate additional providers; • A six-foot security fence will surround the tower; • The tower site meets all required building setbacks including the required 3:1 setback from single family residential uses (87-foot tower equates to 261-foot setback); • No signage other than that required by the FCC or other federal agencies is proposed; • The site shall be discretely lit to avoid light spilling onto adjacent single-family neighborhoods; • The tower is not located in proximity of any locally or nationally designated historic areas; and • The tower is not located in a residential zoning district. SURROUNDING ZONING AND USES: Northwest: Zoning: MR Use: Manufacturing Company North: Zoning: LI Use: Warehouses Northeast: Zoning: HC Use: Parking Lot West: Zoning: MR Use: Industrial Machinery Manufacturing SUBJECT PROPERTY East: Zoning: MR Use: Medical Clinic, Welding Supply store, Excavation Service, Autobody Repair, Electrical Contractor Southwest: Zoning: NA Use: Railroad South: Zoning: NA Use: Railroad Southeast: Zoning: MR Use: Electrical Contractor CONSIDERATIONS: A. Section 2.4.5.E of the DDC provides approval criteria applicable to all applications. 1. General Criteria a. Unless otherwise specified in this DDC, City review and decision-making bodies must review all development applications submitted pursuant to this subchapter for compliance with the general review criteria stated below. The review criteria were applied as required. b. The application may also be subject to additional review criteria specific to the type of application, as set forth in Sections 2.5 through 2.9. Section 2.5.2.D of the DDC applies to this rezoning request. An analysis of this request per those criteria can be found below in Consideration B. c. If there is a conflict between the general review criteria in this section and the specific review criteria in sections 2.5 through 2.9, the applicable review criteria in sections 2.5 through 2.9 controls. There are no conflicts between the general criteria and the criteria specific for zoning requests. 2. Prior Approvals The site was platted as Lot 2, Block A of the Spilde-Harrison Addition in 2005. 3. Consistent with the Comprehensive Plan and Other Applicable Plans The decision–making authority: a. Shall weigh competing goals, policies, and strategies. There are no competing goals, policies, and strategies with this project. b. May approve an application that furthers the overall goals of the Comprehensive Plan even if the development does not match the future land use designation in the Comprehensive Plan. The site is designated Business Innovation on the Future Land Use Map. Typical uses in this area include offices, light manufacturing, and research and development. The proposed use is for a wireless broadband company’s office and communications tower. This proposal conforms with the Business Innovation designation. 4. Compliance with this DDC a. The proposed development shall comply with all applicable standards in this DDC, unless the standard is to be lawfully modified. This request complies with all applicable standards for development in the DDC. All subsequent development on this site will comply with all applicable standards in the DDC. b. Compliance with these standards is applied at the level of detail required for the subject submittal. This request was reviewed for compliance with all applicable development standards including those specific to telecommunications towers in Sections 5.6.7 and 5.6.8 of the DDC; and the requirements of the AHHD in Section 4.5.8. 5. Compliance with Other Applicable Regulations The FCC, the FAA, and other federal agencies have standards for telecommunications towers that are not under our purview with which this site will have to comply. Proof of compliance will be required prior to issuance of a building permit for this site. 6. Consistent with Interlocal and Development Agreements There are no interlocal or development agreements for the subject site. 7. Minimizes Adverse Environmental Impacts There is Riparian Buffer ESA located in the 140-foot wide drainage easement on the western side of the development impact area. This area will remain undisturbed by this development. 8. Minimizes Adverse Impacts on surrounding Property The site must comply with all landscaping, screening and buffering requirements of the DDC, including those specific to communications towers in Sections 5.6.7 and 5.6.8 of the DDC. 9. Minimizes Adverse Fiscal Impacts When the site is developed, it will be reviewed to ensure compliance with all applicable standards to ensure there will be no adverse fiscal impacts. Any infrastructure improvements needed to serve this site will be the responsibility of the developer. Compliance with Utility, Service, and Improvement Standards This proposed rezoning will not affect the necessity for this site to comply with utility, service, and improvement standards. When the site is developed, it will be reviewed to ensure compliance with all applicable standards. 11. Provides Adequate Road Systems The subject site takes access from Barcelona via a shared driveway with the adjoining property to the west. Barcelona Street is classified as a collector street with a maximum of 60-feet of right-of-way. It is anticipated that this use will have minimal impact on the street system. 12. Provides Adequate Public Services and Facilities This proposed rezoning will not affect public services and facilities. Both water and wastewater service are available from Barcelona Street. There is adequate supply available for this use. 13. Rational Phasing Plan There is no phasing plan for this development. B. Section 2.5.2.D of the DDC states that an application for a SUP may be approved based on whether: a. The specific use proposed is compatible with the surrounding area. The applicant is requesting approval to build a communications tower and accompanying office building. The surrounding development is comprised of light manufacturing companies, warehouses, and a medical clinic, which are primarily industrial in nature. The proposed use of the site is compatible with the surrounding uses. b. The specific use proposed has minimal impacts on future development in the area. The land surrounding the subject site has already been developed. The proposed communications tower and accompanying office building will have minimal impact on future development in the area. c. The specific use proposed meets all other standards of the DDC and all other applicable city codes. The proposed communications tower and accompanying office building meets all applicable requirements in the DDC and other city codes. d. Any impacts associated with access, traffic, emergency services, utilities, parking, refuse area, noise, glare and odor have been adequately mitigated. The proposed communications tower is located on the interior of a platted lot outside of any building setbacks, easements and rights-of-way. There will be minimal, if any, glare, noise, or odor from the tower. e. The use is in conformance with the Comprehensive Plan and any other adopted plans. The site is designated Business Innovation on the Future Land Use Map. Typical uses in this area include offices, light manufacturing, and research and development. The proposed use is for a broadband company’s office and communication tower. This proposal conforms with the Business Innovation designation. f. The use adversely impacts the health, safety, and welfare of the inhabitants of the area and the City of Denton. The use will not adversely affect the health, safety, and welfare of the inhabitants of the area and the City of Denton. UNIVERSITY T H U N D E R B IR D I 35WI N D S O R F A R M S I-35 SERVI CE RDCOLONI ALMARSHALLS A V IL LETON P U B L ICALLEYBRAY VI LLAGEMESAB A N D E R A LOS COLINAS BARCELONA SCHUYLER GLEN GARDENI-35 RampP RI V A T E WORTHINGTONS19-0015Site Location 0 250 500125Feet The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed orimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. SITE Parcels Roads µ Date: 1/27/2020 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE UNIVERSITY T H U N D E R B IR D I 35WI N D S O RFARMS I-35 SERVI CE RDCOLONI ALMARSHALLS A V IL LETON P U B L ICALLEYBRAY VI LLAGEMESAB A N D E R A LOS COLINAS BARCELONA SCHUYLER GLEN GARDENI-35 RampP RI V A T E WORTHINGTONR3 MN GO RR HC R7 RRO R6 LI HI MR PD-LI R2 R1 S19-0015Current Zoning Map 0 250 500125Feet The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed orimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. SITE Parcels Roads µ Date: 1/27/2020 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE RR - Residential Rural R1 - Residential R2 - Residential R3 - Residential R4 - Residential R6 - Residential R7 - Residential MN - Mixed-Use Neighborhood MD - Mixed-Use Downtown Core MR - Mixed-Use Regional HC - Highway Commercial SC - Suburban Corridor GO - General Office LI - Light Industrial HI - Heavy Industrial PF - Public Facilities PD - Planned Development MPC OVERLAY LowResidential BusinessInnovation RegionalMixedUse UNIVERSITY T H U N D E R B IR D I 35W IN D S O R F A R M S I -35SERVI CERDCOLONI ALMARSHALLS A V IL LETON P U B L ICALLEYBRAYVILLAGE MESAB A N D E R A LOS COLINAS BARCELONA SCHUYLER GLEN GARDENI-35 RampP RI V A T E WORTHINGTONS19-0015Future Land Use Map 0 250 500125Feet The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed orimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. SITE Parcels Roads Future Land Use Low Residential Regional Mixed Use Business Innovation Industrial Commerce µ Date: 1/27/2020 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE Subject Site 16' UTILITY EASEMENTCABINET W, PAGE 631,P.R.D.C.T.X X X X X XXX X X X X X X X X X X X OHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUXXXXXXS 84°00'19" W 61.17'N 00°13'26" E 290.23'"X" CUTSET1/2" IRFCIRF"COLEMAN"1/2" IRF1/2" CIRF"ISBELL""X" CUTSETA: 475.75' R: 6950.42'D: 3°55'19"B: N 31°13'16" WC: 475.65'24' MUTUAL ACCESS EASEMENTCABINET W, PAGE 631, P.R.D.C.T.16' UTILITY EASEMENT CABINET W, PAGE 631, P.R.D.C.T.S 00°19'47" W 782.49'140' DRAINAGE EASEMENTCABINET W, PAGE 631,P.R.D.C.T.N 18°47'37" E 94.94'TBM #2"X" CUTZ=718.08TBM #1"X" CUTZ=723.05N 89°35'36" E 280.17'RAILROAD TIERETAINING WALL16' UTILITY EASEMENT VOL. 14, PAGE 39, P.R.D.C.T. 20' UTILITY & DRAINAGE EASEMENT CAB. K, PAGE 285, P.R.D.C.T.BARCELONA STREET60' R.O.W. PER PLATSITE PLANC2SPEED OF LIGHTSPLIDE-HARRISON ADDITIONLOT 2, BLOCK A4.37 ACRESCITY OF DENTONDENTON COUNTY, TEXASDATE: 10/30/2019 HEI #: 19-0506 SHEET NO: DRAWN: JAAHOMEYERENGINEERING, INC.TBPE FIRM REGISTRATION NO. F-8440P.O. BOX 294527 Ƈ LEWISVILLE Ƈ TEXAS Ƈ 75029972-906-9985 PHONE Ƈ 972-906-9987 FAXWWW.HEI.US.COMZCP19-0015 / S19-0015 SPEED OF LIGHT LOT 2, BLOCK A SPLIDE-HARRISON ADDITION LOT: 4.37 ACRES (190,632 SF) DEVELOPMENT IMPACT AREA: 1.84 ACRES (80,138 SF) OWNER: JODO CO, LLC, CONTACT: JOHN HALL 1310 CHIMNEY ROCK DR KELLER, TX 76262 PHONE: 940-343-1406 ZONING: MR LAND USE: OFFICE DRAWN BY: JAA DATE: 05/07/2020 ZCP:19-0015 SUP:19-0015 OHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHU"X" CUT SET 1/2" IRF N 18°47'37" E 94.94'Z=718.08 TBM #1 "X" CUT Z=723.05 N 89°35'36" E 280.17' 24' MUTUAL ACCESS EASEMENT CABINET W, PAGE 631, P.R.D.C.T. 16' UTILITY EASEMENT CABINET W, PAGE 631, P.R.D.C.T. 140' DRAINAGE EASEMENT CABINET W, PAGE 631, P.R.D.C.T.16' UTILITY EASEMENTVOL. 14, PAGE 39, P.R.D.C.T.BARCELONA STREET 60' R.O.W. PER PLAT SITE PLANNORTHC2.1SPEED OF LIGHTSPLIDE-HARRISON ADDITIONLOT 2, BLOCK A4.37 ACRESCITY OF DENTONDENTON COUNTY, TEXASDATE: 10/30/2019 HEI #: 19-0506 SHEET NO: DRAWN: JAAHOMEYERENGINEERING, INC.TBPE FIRM REGISTRATION NO. F-8440P.O. BOX 294527 Ƈ LEWISVILLE Ƈ TEXAS Ƈ 75029972-906-9985 PHONE Ƈ 972-906-9987 FAXWWW.HEI.US.COMZCP:19-0015 SUP:19-0015 ZCP19-0015 / S19-0015 SPEED OF LIGHT LOT 2, BLOCK A SPLIDE-HARRISON ADDITION LOT: 4.37 ACRES (190,632 SF) DEVELOPMENT IMPACT AREA: 1.84 ACRES (80,138 SF) OWNER: JODO CO, LLC, CONTACT: JOHN HALL 1310 CHIMNEY ROCK DR KELLER, TX 76262 PHONE: 940-343-1406 ZONING: MR LAND USE: OFFICE DRAWN BY: JAA DATE: 05/07/2020 OHUOHUOHUOHUOHUOHUOHUOHUOHUOHU OHU OHU OHU OHU OHU OHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUX X X X X X X X X X X LA279GA34GA5CO11BROBRO53COLA78LVK54LVKLANDSCAPE BERMDG90sf2-3-20LNIRASADETS TA61OF98ETXEEEC ESPEED OF LIGHTSPLIDE-HARRISON ADDITIONLOT 2, BLOCK A4.37 ACRESCITY OF DENTONDENTON COUNTY, TEXASDATE: 10/30/2019HEI #: 19-0506SHEET NO:c:\users\dandandan\appdata\local\temp\speedoflight dentontx lp 2020-2-4_1_1_8393.sv$Tuesday, February 4, 2020 8:07:49 AMDRAWN: JAAHOMEYERENGINEERING, INC.TBPE FIRM REGISTRATION NO. F-8440P.O. BOX 294527 ♦LEWISVILLE ♦ TEXAS ♦ 75029972-906-9985 PHONE ♦ 972-906-9987 FAXWWW.HEI.US.COMLANDSCAPE PLANTINGLP-1THE CONTRACTOR SHALL INSTALL ROOT BARRIERS NEAR ALL NEWLY-PLANTED TREESTHAT ARE LOCATED WITHIN FIVE (5) FEET OF UTILITIES, PAVING, OR CURBS. ROOTBARRIERS SHALL BE EQUIVALENT TO "CENTURY" OR "DEEP-ROOT" 24" DEEP PANELS.BARRIERS SHALL BE LOCATED IMMEDIATELY ADJACENT TO HARDSCAPE. INSTALL PANELSPER MANUFACTURER'S RECOMMENDATIONS. UNDER NO CIRCUMSTANCES SHALL THECONTRACTOR USE ROOT BARRIERS OF A TYPE THAT COMPLETELY ENCIRCLE THEROOTBALL.ROOT BARRIERSAFTER ALL PLANTING IS COMPLETE, CONTRACTOR SHALL INSTALL 3" THICK LAYER OF 1-1/2"SHREDDED WOOD MULCH IN ALL PLANTING AREAS. CONTRACTOR SHALL SUBMIT SAMPLESOF ALL MULCHES TO LANDSCAPE ARCHITECT AND OWNER FOR APPROVAL PRIOR TOCONSTRUCTION. ABSOLUTELY NO EXPOSED GROUND SHALL BE LEFT SHOWINGANYWHERE ON THE PROJECT AFTER MULCH HAS BEEN INSTALLED.MULCHESGENERAL GRADING AND PLANTING NOTES1. BY SUBMITTING A PROPOSAL FOR THE LANDSCAPE PLANTING SCOPE OF WORK, THE CONTRACTOR CONFIRMS THAT HEHAS READ, AND WILL COMPLY WITH, THE ASSOCIATED NOTES, SPECIFICATIONS, AND DETAILS WITH THIS PROJECT.2. THE GENERAL CONTRACTOR IS RESPONSIBLE FOR REMOVING ALL EXISTING VEGETATION (EXCEPT WHERE NOTED TOREMAIN).3. IN THE CONTEXT OF THESE PLANS, NOTES, AND SPECIFICATIONS, "FINISH GRADE" REFERS TO THE FINAL ELEVATION OFTHE SOIL SURFACE (NOT TOP OF MULCH) AS INDICATED ON THE GRADING PLANS.a. BEFORE STARTING WORK, THE LANDSCAPE CONTRACTOR SHALL VERIFY THAT THE ROUGH GRADES OF ALLLANDSCAPE AREAS ARE WITHIN +/-0.1' OF FINISH GRADE. SEE SPECIFICATIONS FOR MORE DETAILED INSTRUCTIONON TURF AREA AND PLANTING BED PREPARATION.b. CONSTRUCT AND MAINTAIN FINISH GRADES AS SHOWN ON GRADING PLANS, AND CONSTRUCT AND MAINTAINSLOPES AS RECOMMENDED BY THE GEOTECHNICAL REPORT. ALL LANDSCAPE AREAS SHALL HAVE POSITIVEDRAINAGE AWAY FROM STRUCTURES AT THE MINIMUM SLOPE SPECIFIED IN THE REPORT AND ON THE GRADINGPLANS, AND AREAS OF POTENTIAL PONDING SHALL BE REGRADED TO BLEND IN WITH THE SURROUNDING GRADESAND ELIMINATE PONDING POTENTIAL.c. THE LANDSCAPE CONTRACTOR SHALL DETERMINE WHETHER OR NOT THE EXPORT OF ANY SOIL WILL BE NEEDED,TAKING INTO ACCOUNT THE ROUGH GRADE PROVIDED, THE AMOUNT OF SOIL AMENDMENTS TO BE ADDED (BASEDON A SOIL TEST, PER SPECIFICATIONS), AND THE FINISH GRADES TO BE ESTABLISHED.d. ENSURE THAT THE FINISH GRADE IN SHRUB AREAS IMMEDIATELY ADJACENT TO WALKS AND OTHER WALKINGSURFACES, AFTER INSTALLING SOIL AMENDMENTS, IS 3" BELOW THE ADJACENT FINISH SURFACE, IN ORDER TOALLOW FOR PROPER MULCH DEPTH. TAPER THE SOIL SURFACE TO MEET FINISH GRADE, AS SPECIFIED ON THEGRADING PLANS, AT APPROXIMATELY 18" AWAY FROM THE WALKS.e. ENSURE THAT THE FINISH GRADE IN TURF AREAS IMMEDIATELY ADJACENT TO WALKS AND OTHER WALKINGSURFACES, AFTER INSTALLING SOIL AMENDMENTS, IS 1" BELOW THE FINISH SURFACE OF THE WALKS. TAPER THESOIL SURFACE TO MEET FINISH GRADE, AS SPECIFIED ON THE GRADING PLANS, AT APPROXIMATELY 18" AWAYFROM THE WALKS.f. SHOULD ANY CONFLICTS AND/OR DISCREPANCIES ARISE BETWEEN THE GRADING PLANS, GEOTECHNICAL REPORT,THESE NOTES AND PLANS, AND ACTUAL CONDITIONS, THE CONTRACTOR SHALL IMMEDIATELY BRING SUCH ITEMSTO THE ATTENTION OF THE LANDSCAPE ARCHITECT, GENERAL CONTRACTOR, AND OWNER.4. ALL PLANT LOCATIONS ARE DIAGRAMMATIC. ACTUAL LOCATIONS SHALL BE VERIFIED WITH THE LANDSCAPE ARCHITECTOR DESIGNER PRIOR TO PLANTING. THE LANDSCAPE CONTRACTOR SHALL ENSURE THAT ALL REQUIREMENTS OF THEPERMITTING AUTHORITY ARE MET (I.E., MINIMUM PLANT QUANTITIES, PLANTING METHODS, TREE PROTECTION METHODS,ETC.).a. THE LANDSCAPE CONTRACTOR IS RESPONSIBLE FOR DETERMINING PLANT QUANTITIES; PLANT QUANTITIES SHOWNON LEGENDS AND CALLOUTS ARE FOR GENERAL INFORMATION ONLY. IN THE EVENT OF A DISCREPANCY BETWEENTHE PLAN AND THE PLANT LEGEND, THE PLANT QUANTITY AS SHOWN ON THE PLAN (FOR INDIVIDUAL SYMBOLS) ORCALLOUT (FOR GROUNDCOVER PATTERNS) SHALL TAKE PRECEDENCE.b.NO SUBSTITUTIONS OF PLANT MATERIALS SHALL BE ALLOWED WITHOUT THE WRITTEN PERMISSION OF THELANDSCAPE ARCHITECT. IF SOME OF THE PLANTS ARE NOT AVAILABLE, THE LANDSCAPE CONTRACTOR SHALLNOTIFY THE LANDSCAPE ARCHITECT IN WRITING (VIA PROPER CHANNELS).c. THE CONTRACTOR SHALL, AT A MINIMUM, PROVIDE REPRESENTATIVE PHOTOS OF ALL PLANTS PROPOSED FOR THEPROJECT. THE CONTRACTOR SHALL ALLOW THE LANDSCAPE ARCHITECT AND THE OWNER/OWNER'SREPRESENTATIVE TO INSPECT, AND APPROVE OR REJECT, ALL PLANTS DELIVERED TO THE JOBSITE. REFER TOSPECIFICATIONS FOR ADDITIONAL REQUIREMENTS FOR SUBMITTALS.5. THE CONTRACTOR SHALL MAINTAIN THE LANDSCAPE IN A HEALTHY CONDITION FOR 90 DAYS AFTER ACCEPTANCE BY THEOWNER. REFER TO SPECIFICATIONS FOR CONDITIONS OF ACCEPTANCE FOR THE START OF THE MAINTENANCE PERIOD,AND FOR FINAL ACCEPTANCE AT THE END OF THE MAINTENANCE PERIOD.6. SEE SPECIFICATIONS AND DETAILS FOR FURTHER REQUIREMENTS.LANDSCAPE CALCULATIONS - DENTONLANDSCAPE CALCULATIONS - DENTONDEVELOPMENT IMPACT AREA: 45,543 SFREQUIRED LANDSCAPE AREA: 11,386 SF (25% OF DEVELOPMENT IMPACT AREA)PROVIDED LANDSCAPE AREA: 18,017 SF (40% OF DEVELOPMENT IMPACT AREA)REQUIRED TREE CANOPY: 13,663 SF (30% OF DEVELOPMENT IMPACT AREA)PROVIDED TREE CANOPY: 13,816 SF (10 Canopy Trees + 1 Existing Tree @ 1,256 sf ea.)(does not include mitigation trees)STREET TREES REQUIRED: 6 TREESSTREET TREES PROVIDED: 6 TREESLANDSCAPE POINTS REQUIRED: 30PROVIDED =36" EVERGREEN SCREEN: 53:1 LANDSCAPE BERM: 5END CAPS WITH A TREE: 51 TREE PER 10 SPACES: 54" TREES PROVIDED 5MIN. 75% NATIVE PLANT MATERIALS:5TOTAL PROPOSED LANDSCAPE POINTS: 30MITIGATION REQUIRED: 33" (reference TD-1)MITIGATION PROVIDED: 36" (9 trees @ 4" ea.)TREESCODECOMMON NAME / BOTANICAL NAMECONTCALSIZEQTY EXT Existing Tree to be retained exist. exist. exist. 1ref. TD sheets; 1,256 sf canopy BRO Burr Oak / Quercus macrocarpa CONT. 4"Cal min. 12' ht. 6street tree; 1,256 sf canopy CO Chinquapin Oak / Quercus muhlenbergii CONT. 4"Cal min. 12' ht. 4parking lot tree; 1,256 canopyLVK Live Oak / Quercas virginiana CONT. 4"Cal min. 12' ht. 9mitigation tree;SHRUBSCODECOMMON NAME / BOTANICAL NAMESIZEQTY GA Glossy Abelia / Abelia grandiflora per ht. 3936" o.c.; 36" min. ht.SHRUB AREASCODECOMMON NAME / BOTANICAL NAMECONTSPACINGQTY LA Aztec Grass / Liriope muscari `Aztec` 1 gal 18" o.c. 357GROUND COVERSCODECOMMON NAME / BOTANICAL NAMECONTQTY DG Decomposed Granite Gravel n/a 90 sf3" depth over weed fabricsubmit for owner approval prior tobid/installation CD Bermuda Grass / Cynodon dactylon `tif 419` sod 16,697 sfPLANT_SCHEDULE(800) 680-663015455 Dallas Parkway Suite 600Addison TX, 75001www.EvergreenDesignGroup.comD E S I G N G R O U P UNIVERSITY T H U N D E R B IR D I 35WI N D S O R F A R M S I-35 SERVI CE RDCOLONI ALMARSHALLS A V IL LETON P U B L ICALLEYBRAY VI LLAGEMESAB A N D E R A LOS COLINAS BARCELONA SCHUYLER GLEN GARDENI-35 RampP RI V A T E WORTHINGTONS19-0015Notification Response Map 0 250 500125Feet The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed orimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. SITE Parcels Roads µ 200ft Buffer 500ft Buffer Date: 5/5/2020 In Favor Neutral Opposed In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 5 C. Hold a public hearing and consider making a recommendation to City Council regarding 1 a request by Mark Martin representing Jodo Co., LLC for approval of a Specific Use Permit 2 to allow a 150- foot communications tower. The property is located 3401 Barcelona Street 3 in the City of Denton, Denton County, Texas. (S19-0015, Speed of Light, Cindy Jackson) 4 5 Chair Andrew Rozell opened the Public Hearing, 6 7 Cindy Jackson, Senior Planner, presented Public Hearing item 4C. A discussion followed. 8 9 The following individuals spoke during the Public Hearing: 10 Mark Martin, 100 West Oak Street Ste. 201, Denton, Texas 76201. 11 John Hull, 1310 Chimney Rock Drive, Keller, Texas 76262. 12 13 Chair Andrew Rozell closed the Public Hearing. 14 15 Commissioner Ronnie Anderson motioned to approve Public Hearing item 4C. Motion seconded 16 by Commissioner Mat Pruneda. Motion carried 7-0. 17 18 A YES (7): Chair Andrew Rozell. Commissioners: Margie Ellis, Tim Smith, Jason Cole, Brian 19 Beck, Mat Pruneda and Ronnie Anderson. 20 NAYS (0): None. 21 RECUSED (0): None. 22 ABSENT (0): None. 23 ABSTAINED (0): None. 24 25 D. Hold a public hearing and consider making a recommendation to City Council regarding 26 a request by Sharon Losak McCutchin, in her capacity as (i) Trustee of the Tamara 27 McCutchin Saxe Trust and (ii) Trustee of the McCutchin Marital Non Exempt Trust for an 28 initial zoning of Planned Development (PD) District on approximately 131.94 acres and 29 for a change from Residential 6 (R-6) to a PD District on approximately 14.19 acres. The 30 total 146.14-acre site is generally located south of Allred Road and west of South Bonnie 31 Brae Street and Fort Worth Drive, in the City of Denton, Denton County, Texas. (PD20-32 0001, Sagebrook, Hayley Zagurski). 33 34 Chair Andrew Rozell opened the Public Hearing. 35 36 Hayley Zagurski, Senior Planner, presented Public Hearing item 4D. A discussion followed. 37 38 Zagurski read into the record two responses received by mail. 39 40 The following individual submitted a virtual comment card: 41 Eric Pruett, 2111 Westwood Drive, Denton, Texas 76205. Opposed to the request. 42 43 44 The following individuals spoke during the Public Hearing: 45 Randi Rivera, 111 Hillside Drive, Lewisville, Texas 75057. 46 Da S19-0015 Speed of Light Broadband 1 May 19, 2020 City Council Meeting 1 Request & Site Data S19-0015 a request for approval of a Specific Use Permit (SUP) to permit a Wireless Communication Facility (Tower) greater than 85 feet. The subject property is located at 3401 Barcelona Street, at the southeast corner of the intersection of Barcelona Street and Worthington. 5/19/2020 File ID: S19-0015e 2 Current Zoning Map 5/19/2020 3File ID: S19-0015e LI R2 HC MR Site is zoned Mixed Use Regional (MR) ➢Municipal Airport Overlay District Airport Height Hazard District (AHHD) 5/19/2020 4File ID: S19-0015e Based on the finished of grade of 723-feet, as shown on the landscape plan, the height of the towner would be approximately 87 feet. DDC Sec 4.5.8 limits structures in the “horizontal zone” to a maximum height of 810-feet mean sea level. S19-0015 Proposed Full Site Plan File ID: S19-0015e5/19/2020 5 Development Impact Area Lot Area –4.37 acres Development Impact Area –1.05 Acres Proposed Tower Location N S19-0015 Proposed Landscape Plan File ID: S19-0015e5/19/2020 6 Proposed Tower Location N Barcelona Street Landscaped Area – 40% of Impact Area (+15%) Six Street Trees Along Barcelona Street 30% Tree Canopy S19-0015 Building Elevations File ID: S19-0015e5/19/2020 7 General Approval Criteria for All Applications, Section 2.4.5E File ID: S19-0015e5/19/2020 8 1.General Criteria 2.Prior Approvals 3.Consistent with the Comprehensive Plan and Other Applicable Plans 4.Compliance with this DDC 5.Compliance with other regulations 6.Consistent with Interlocal and Development Agreements 7.Minimizes Adverse Impacts on surrounding Property 8.Minimizes Adverse Fiscal Impacts 9.Compliance with Utility, Service, and Improvement Standards 10.Provides Adequate Road Systems 11.Provides Adequate Public Services and Facilities 12.Rational Phasing Plan SUP Criteria for Approval (Sec 2.5.3.D) 1.The specific use proposed is compatible with the surrounding area;. 2.The specific use proposed has minimal impacts on future development of the area; 3.The specific use proposed meets all other standards of the DDC and all other applicable city codes; 4.Any impacts associated with access, traffic, emergency services, utilities, parking, refuse areas, noise, glare, and odor have been adequately mitigated; 5.The use is in conformance with the Comprehensive Plan and any other applicable adopted plans; and 6.The use adversely impacts the health, safety, and welfare of the inhabitants of the area and the City of Denton. 5/19/2020 File ID: S19-0015e 9 Criteria 1: Compatibility with Surrounding Area 5/19/2020 10File ID: S19-0015e The surrounding development is comprised of light manufacturing companies,warehouses,and a medical clinic,which are primarily industrial in nature.The proposed use of the site is compatible with the surrounding uses. The land surrounding the subject site has already been developed.The proposed communications tower and accompanying office building will have minimal impact on future development in the area. Criteria 2: Minimal Impacts on Future Development 5/19/2020 File ID: S19-0015e 11 The proposed communications tower and accompanying office building meets all applicable requirements in the DDC and other city codes. Criteria 3: Proposed Use Conforms with all other standards of the DDC and all other applicable city codes. Criteria 4: Impacts associated with access, traffic, emergency services, utilities, parking, refuse areas, noise, glare, and odor have been adequately mitigated. The proposed communications tower is located on the interior of a platted lot outside of any building setbacks,easements and rights-of- way.There will be minimal,if any,glare,noise,or odor from the tower. Criteria 5: The use is in conformance with the Comprehensive Plan and any other applicable adopted plans. 5/19/2020 File ID: S19-0015e 12 The site is designated Business Innovation on the Future Land Use Map. Typical uses in this area include offices, light manufacturing, and research and development. The proposed use is for a broadband company’s office and communication tower. This proposal conforms with the Business Innovation designation. Criteria 6: The use adversely impacts the health, safety, and welfare of the inhabitants of the area and the City of Denton. 5/19/2020 File ID: S19-0015e 13 The use will not adversely affect the health, safety, and welfare of the inhabitants of the area and the City of Denton. Staff has included that as a condition of approval prior to issuance of the permit for the construction of the tower, the applicant provide the City with a FAA Determination Letter indicating that the tower will have no impact on the Denton Airport and our approach procedures. Notification S19-0015 •Newspaper Ad: April 18, 2020 •Property Posted: March 2, 2020 •Mailed Notices: April 17, 2020 •200 ft. Public Notices certified mail: 16 •500 ft. Courtesy Notices via regular mail: 28 •Responses to 200’ Legal Notice: In Opposition: 2 (11%) In Favor: 0 Neutral: 0 •No Neighborhood Meetings were held. 5/19/2020 File ID: S19-0015e 14 5/19/2020 File ID: S19-0015e 15 Recommendation The Planning and Zoning Commission recommends approval 7-0 of the SUP for a monopole communications tower with a maximum height of 810-foot mean sea level (approximately 87 feet) . Staff recommends approval of this request as it meets the established requirements subject to the condition that prior to issuance of the permit for the construction of the tower, the applicant provide the City with a FAA Determination Letter indicating that the tower will have no impact on the Denton Airport and the City’s approach procedures. Exhibit A 16' UTILITY EASEMENTCABINET W, PAGE 631,P.R.D.C.T.X X X X X XXX X X X X X X X X X X X OHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUXXXXXXS 84°00'19" W 61.17'N 00°13'26" E 290.23'"X" CUTSET1/2" IRFCIRF"COLEMAN"1/2" IRF1/2" CIRF"ISBELL""X" CUTSETA: 475.75' R: 6950.42'D: 3°55'19"B: N 31°13'16" WC: 475.65'24' MUTUAL ACCESS EASEMENTCABINET W, PAGE 631, P.R.D.C.T.16' UTILITY EASEMENT CABINET W, PAGE 631, P.R.D.C.T.S 00°19'47" W 782.49'140' DRAINAGE EASEMENTCABINET W, PAGE 631,P.R.D.C.T.N 18°47'37" E 94.94'TBM #2"X" CUTZ=718.08TBM #1"X" CUTZ=723.05N 89°35'36" E 280.17'RAILROAD TIERETAINING WALL16' UTILITY EASEMENT VOL. 14, PAGE 39, P.R.D.C.T. 20' UTILITY & DRAINAGE EASEMENT CAB. K, PAGE 285, P.R.D.C.T.BARCELONA STREET60' R.O.W. PER PLATSITE PLANC2SPEED OF LIGHTSPLIDE-HARRISON ADDITIONLOT 2, BLOCK A4.37 ACRESCITY OF DENTONDENTON COUNTY, TEXASDATE: 10/30/2019 HEI #: 19-0506 SHEET NO: DRAWN: JAAHOMEYERENGINEERING, INC.TBPE FIRM REGISTRATION NO. F-8440P.O. BOX 294527 Ƈ LEWISVILLE Ƈ TEXAS Ƈ 75029972-906-9985 PHONE Ƈ 972-906-9987 FAXWWW.HEI.US.COMZCP19-0015 / S19-0015 SPEED OF LIGHT LOT 2, BLOCK A SPLIDE-HARRISON ADDITION LOT: 4.37 ACRES (190,632 SF) DEVELOPMENT IMPACT AREA: 1.84 ACRES (80,138 SF) OWNER: JODO CO, LLC, CONTACT: JOHN HALL 1310 CHIMNEY ROCK DR KELLER, TX 76262 PHONE: 940-343-1406 ZONING: MR LAND USE: OFFICE DRAWN BY: JAA DATE: 05/07/2020 ZCP:19-0015 SUP:19-0015 OHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHU"X" CUT SET 1/2" IRF N 18°47'37" E 94.94'Z=718.08 TBM #1 "X" CUT Z=723.05 N 89°35'36" E 280.17' 24' MUTUAL ACCESS EASEMENT CABINET W, PAGE 631, P.R.D.C.T. 16' UTILITY EASEMENT CABINET W, PAGE 631, P.R.D.C.T. 140' DRAINAGE EASEMENT CABINET W, PAGE 631, P.R.D.C.T.16' UTILITY EASEMENTVOL. 14, PAGE 39, P.R.D.C.T.BARCELONA STREET 60' R.O.W. PER PLAT SITE PLANNORTHC2.1SPEED OF LIGHTSPLIDE-HARRISON ADDITIONLOT 2, BLOCK A4.37 ACRESCITY OF DENTONDENTON COUNTY, TEXASDATE: 10/30/2019 HEI #: 19-0506 SHEET NO: DRAWN: JAAHOMEYERENGINEERING, INC.TBPE FIRM REGISTRATION NO. F-8440P.O. BOX 294527 Ƈ LEWISVILLE Ƈ TEXAS Ƈ 75029972-906-9985 PHONE Ƈ 972-906-9987 FAXWWW.HEI.US.COMZCP:19-0015 SUP:19-0015 ZCP19-0015 / S19-0015 SPEED OF LIGHT LOT 2, BLOCK A SPLIDE-HARRISON ADDITION LOT: 4.37 ACRES (190,632 SF) DEVELOPMENT IMPACT AREA: 1.84 ACRES (80,138 SF) OWNER: JODO CO, LLC, CONTACT: JOHN HALL 1310 CHIMNEY ROCK DR KELLER, TX 76262 PHONE: 940-343-1406 ZONING: MR LAND USE: OFFICE DRAWN BY: JAA DATE: 05/07/2020 OHUOHUOHUOHUOHUOHUOHUOHUOHUOHU OHU OHU OHU OHU OHU OHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUOHUX X X X X X X X X X X LA279GA34GA5CO11BROBRO53COLA78LVK54LVKLANDSCAPE BERMDG90sf2-3-20LNIRASADETS TA61OF98ETXEEEC ESPEED OF LIGHTSPLIDE-HARRISON ADDITIONLOT 2, BLOCK A4.37 ACRESCITY OF DENTONDENTON COUNTY, TEXASDATE: 10/30/2019HEI #: 19-0506SHEET NO:c:\users\dandandan\appdata\local\temp\speedoflight dentontx lp 2020-2-4_1_1_8393.sv$Tuesday, February 4, 2020 8:07:49 AMDRAWN: JAAHOMEYERENGINEERING, INC.TBPE FIRM REGISTRATION NO. F-8440P.O. BOX 294527 ♦LEWISVILLE ♦ TEXAS ♦ 75029972-906-9985 PHONE ♦ 972-906-9987 FAXWWW.HEI.US.COMLANDSCAPE PLANTINGLP-1THE CONTRACTOR SHALL INSTALL ROOT BARRIERS NEAR ALL NEWLY-PLANTED TREESTHAT ARE LOCATED WITHIN FIVE (5) FEET OF UTILITIES, PAVING, OR CURBS. ROOTBARRIERS SHALL BE EQUIVALENT TO "CENTURY" OR "DEEP-ROOT" 24" DEEP PANELS.BARRIERS SHALL BE LOCATED IMMEDIATELY ADJACENT TO HARDSCAPE. INSTALL PANELSPER MANUFACTURER'S RECOMMENDATIONS. UNDER NO CIRCUMSTANCES SHALL THECONTRACTOR USE ROOT BARRIERS OF A TYPE THAT COMPLETELY ENCIRCLE THEROOTBALL.ROOT BARRIERSAFTER ALL PLANTING IS COMPLETE, CONTRACTOR SHALL INSTALL 3" THICK LAYER OF 1-1/2"SHREDDED WOOD MULCH IN ALL PLANTING AREAS. CONTRACTOR SHALL SUBMIT SAMPLESOF ALL MULCHES TO LANDSCAPE ARCHITECT AND OWNER FOR APPROVAL PRIOR TOCONSTRUCTION. ABSOLUTELY NO EXPOSED GROUND SHALL BE LEFT SHOWINGANYWHERE ON THE PROJECT AFTER MULCH HAS BEEN INSTALLED.MULCHESGENERAL GRADING AND PLANTING NOTES1. BY SUBMITTING A PROPOSAL FOR THE LANDSCAPE PLANTING SCOPE OF WORK, THE CONTRACTOR CONFIRMS THAT HEHAS READ, AND WILL COMPLY WITH, THE ASSOCIATED NOTES, SPECIFICATIONS, AND DETAILS WITH THIS PROJECT.2. THE GENERAL CONTRACTOR IS RESPONSIBLE FOR REMOVING ALL EXISTING VEGETATION (EXCEPT WHERE NOTED TOREMAIN).3. IN THE CONTEXT OF THESE PLANS, NOTES, AND SPECIFICATIONS, "FINISH GRADE" REFERS TO THE FINAL ELEVATION OFTHE SOIL SURFACE (NOT TOP OF MULCH) AS INDICATED ON THE GRADING PLANS.a. BEFORE STARTING WORK, THE LANDSCAPE CONTRACTOR SHALL VERIFY THAT THE ROUGH GRADES OF ALLLANDSCAPE AREAS ARE WITHIN +/-0.1' OF FINISH GRADE. SEE SPECIFICATIONS FOR MORE DETAILED INSTRUCTIONON TURF AREA AND PLANTING BED PREPARATION.b. CONSTRUCT AND MAINTAIN FINISH GRADES AS SHOWN ON GRADING PLANS, AND CONSTRUCT AND MAINTAINSLOPES AS RECOMMENDED BY THE GEOTECHNICAL REPORT. ALL LANDSCAPE AREAS SHALL HAVE POSITIVEDRAINAGE AWAY FROM STRUCTURES AT THE MINIMUM SLOPE SPECIFIED IN THE REPORT AND ON THE GRADINGPLANS, AND AREAS OF POTENTIAL PONDING SHALL BE REGRADED TO BLEND IN WITH THE SURROUNDING GRADESAND ELIMINATE PONDING POTENTIAL.c. THE LANDSCAPE CONTRACTOR SHALL DETERMINE WHETHER OR NOT THE EXPORT OF ANY SOIL WILL BE NEEDED,TAKING INTO ACCOUNT THE ROUGH GRADE PROVIDED, THE AMOUNT OF SOIL AMENDMENTS TO BE ADDED (BASEDON A SOIL TEST, PER SPECIFICATIONS), AND THE FINISH GRADES TO BE ESTABLISHED.d. ENSURE THAT THE FINISH GRADE IN SHRUB AREAS IMMEDIATELY ADJACENT TO WALKS AND OTHER WALKINGSURFACES, AFTER INSTALLING SOIL AMENDMENTS, IS 3" BELOW THE ADJACENT FINISH SURFACE, IN ORDER TOALLOW FOR PROPER MULCH DEPTH. TAPER THE SOIL SURFACE TO MEET FINISH GRADE, AS SPECIFIED ON THEGRADING PLANS, AT APPROXIMATELY 18" AWAY FROM THE WALKS.e. ENSURE THAT THE FINISH GRADE IN TURF AREAS IMMEDIATELY ADJACENT TO WALKS AND OTHER WALKINGSURFACES, AFTER INSTALLING SOIL AMENDMENTS, IS 1" BELOW THE FINISH SURFACE OF THE WALKS. TAPER THESOIL SURFACE TO MEET FINISH GRADE, AS SPECIFIED ON THE GRADING PLANS, AT APPROXIMATELY 18" AWAYFROM THE WALKS.f. SHOULD ANY CONFLICTS AND/OR DISCREPANCIES ARISE BETWEEN THE GRADING PLANS, GEOTECHNICAL REPORT,THESE NOTES AND PLANS, AND ACTUAL CONDITIONS, THE CONTRACTOR SHALL IMMEDIATELY BRING SUCH ITEMSTO THE ATTENTION OF THE LANDSCAPE ARCHITECT, GENERAL CONTRACTOR, AND OWNER.4. ALL PLANT LOCATIONS ARE DIAGRAMMATIC. ACTUAL LOCATIONS SHALL BE VERIFIED WITH THE LANDSCAPE ARCHITECTOR DESIGNER PRIOR TO PLANTING. THE LANDSCAPE CONTRACTOR SHALL ENSURE THAT ALL REQUIREMENTS OF THEPERMITTING AUTHORITY ARE MET (I.E., MINIMUM PLANT QUANTITIES, PLANTING METHODS, TREE PROTECTION METHODS,ETC.).a. THE LANDSCAPE CONTRACTOR IS RESPONSIBLE FOR DETERMINING PLANT QUANTITIES; PLANT QUANTITIES SHOWNON LEGENDS AND CALLOUTS ARE FOR GENERAL INFORMATION ONLY. IN THE EVENT OF A DISCREPANCY BETWEENTHE PLAN AND THE PLANT LEGEND, THE PLANT QUANTITY AS SHOWN ON THE PLAN (FOR INDIVIDUAL SYMBOLS) ORCALLOUT (FOR GROUNDCOVER PATTERNS) SHALL TAKE PRECEDENCE.b.NO SUBSTITUTIONS OF PLANT MATERIALS SHALL BE ALLOWED WITHOUT THE WRITTEN PERMISSION OF THELANDSCAPE ARCHITECT. IF SOME OF THE PLANTS ARE NOT AVAILABLE, THE LANDSCAPE CONTRACTOR SHALLNOTIFY THE LANDSCAPE ARCHITECT IN WRITING (VIA PROPER CHANNELS).c. THE CONTRACTOR SHALL, AT A MINIMUM, PROVIDE REPRESENTATIVE PHOTOS OF ALL PLANTS PROPOSED FOR THEPROJECT. THE CONTRACTOR SHALL ALLOW THE LANDSCAPE ARCHITECT AND THE OWNER/OWNER'SREPRESENTATIVE TO INSPECT, AND APPROVE OR REJECT, ALL PLANTS DELIVERED TO THE JOBSITE. REFER TOSPECIFICATIONS FOR ADDITIONAL REQUIREMENTS FOR SUBMITTALS.5. THE CONTRACTOR SHALL MAINTAIN THE LANDSCAPE IN A HEALTHY CONDITION FOR 90 DAYS AFTER ACCEPTANCE BY THEOWNER. REFER TO SPECIFICATIONS FOR CONDITIONS OF ACCEPTANCE FOR THE START OF THE MAINTENANCE PERIOD,AND FOR FINAL ACCEPTANCE AT THE END OF THE MAINTENANCE PERIOD.6. SEE SPECIFICATIONS AND DETAILS FOR FURTHER REQUIREMENTS.LANDSCAPE CALCULATIONS - DENTONLANDSCAPE CALCULATIONS - DENTONDEVELOPMENT IMPACT AREA: 45,543 SFREQUIRED LANDSCAPE AREA: 11,386 SF (25% OF DEVELOPMENT IMPACT AREA)PROVIDED LANDSCAPE AREA: 18,017 SF (40% OF DEVELOPMENT IMPACT AREA)REQUIRED TREE CANOPY: 13,663 SF (30% OF DEVELOPMENT IMPACT AREA)PROVIDED TREE CANOPY: 13,816 SF (10 Canopy Trees + 1 Existing Tree @ 1,256 sf ea.)(does not include mitigation trees)STREET TREES REQUIRED: 6 TREESSTREET TREES PROVIDED: 6 TREESLANDSCAPE POINTS REQUIRED: 30PROVIDED =36" EVERGREEN SCREEN: 53:1 LANDSCAPE BERM: 5END CAPS WITH A TREE: 51 TREE PER 10 SPACES: 54" TREES PROVIDED 5MIN. 75% NATIVE PLANT MATERIALS:5TOTAL PROPOSED LANDSCAPE POINTS: 30MITIGATION REQUIRED: 33" (reference TD-1)MITIGATION PROVIDED: 36" (9 trees @ 4" ea.)TREESCODECOMMON NAME / BOTANICAL NAMECONTCALSIZEQTY EXT Existing Tree to be retained exist. exist. exist. 1ref. TD sheets; 1,256 sf canopy BRO Burr Oak / Quercus macrocarpa CONT. 4"Cal min. 12' ht. 6street tree; 1,256 sf canopy CO Chinquapin Oak / Quercus muhlenbergii CONT. 4"Cal min. 12' ht. 4parking lot tree; 1,256 canopyLVK Live Oak / Quercas virginiana CONT. 4"Cal min. 12' ht. 9mitigation tree;SHRUBSCODECOMMON NAME / BOTANICAL NAMESIZEQTY GA Glossy Abelia / Abelia grandiflora per ht. 3936" o.c.; 36" min. ht.SHRUB AREASCODECOMMON NAME / BOTANICAL NAMECONTSPACINGQTY LA Aztec Grass / Liriope muscari `Aztec` 1 gal 18" o.c. 357GROUND COVERSCODECOMMON NAME / BOTANICAL NAMECONTQTY DG Decomposed Granite Gravel n/a 90 sf3" depth over weed fabricsubmit for owner approval prior tobid/installation CD Bermuda Grass / Cynodon dactylon `tif 419` sod 16,697 sfPLANT_SCHEDULE(800) 680-663015455 Dallas Parkway Suite 600Addison TX, 75001www.EvergreenDesignGroup.comD E S I G N G R O U P City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:PDA20-0001a,Version:1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance of the City of Denton,Texas,amending the Detailed Plan for Planned Development 142,(Stonehill Center),generally located at the northeast corner of the I-35 Northbound Service Road and Westgate Drive,in the City of Denton,Denton County,Texas;providing for a penalty in the maximum amount of $2,000.00 for violations thereof;providing a severability clause and an effective date.The Planning and Zoning Commission voted (7-0)to approve the request.(PDA20-0001a, Stonehill Center Office, Julie Wyatt) City of Denton Printed on 5/15/2020Page 1 of 1 powered by Legistar™ City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services CM: Todd Hileman DATE: May 19, 2020 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas, amending the Detailed Plan for Planned Development 142, (Stonehill Center), generally located at the northeast corner of the I-35 Northbound Service Road and Westgate Drive, in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. The Planning and Zoning Commission voted (7-0) to approve the request. (PDA20-0001a, Stonehill Center Office, Julie Wyatt) BACKGROUND The owner, LAD Ventures LLC, is requesting approval of an amended Detailed Plan for PD-142, Stonehill Center, to facilitate the construction of a 30,000 square foot commercial building, adding to the existing development on the site. If approved, the building would provide facilities for Workforce Solutions of North Texas, an organization which provides support services for area businesses and career seekers. With the implementation of the 2019 Denton Development Code (DDC), staff determined that additional clarification for the management of legacy Planned Developments like PD-142 was needed. As a result, Ordinance DCA18-0009u was approved on September 17, 2019, permitting valid PDs in existence prior to the adoption of the 2019 DDC to be governed by the zoning and development regulations established by their respective PDs. Since the most recent General Concept Plan was approved in 1991, PD-142 is governed by the 1991 Zoning Ordinance (’91 Ordinance), which was in place at the time. According to the ’91 Ordinance, the purpose of planned developments is to encourage flexible and creative planning to ensure the compatibility of uses, to allow for the adjustment of changing demands, and to provide for a development that is superior to other zoning districts in design, amenities, open space, and/or environmental or historic preservation. Approval of a planned development requires two steps (Sec 35- 151): General Concept Plan: This plan is intended to be used as the first step in the planned development process for larger or long-term developments. It establishes the most general guidelines for the district by identifying land use types, approximate thoroughfare locations, and project boundaries. The General Concept Plan remains in effect until the property is rezoned or the Plan is amended. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com Detailed Plan: The final step in the process containing the details of development for the property. If construction does not commence within 24 months, the Detailed Plan automatically expires. Originally called “Hillcrest Center,” the General Concept Plan for PD-142 District was approved through Ordinance 91-101, which established the project boundaries, permitted land uses, development regulations, roadway network, and subdistricts for 245.8 acres. The purpose of PD-142 was to create an “Urban Center” at the intersection of I-35 and Loop 288 with a concentration of commercial, retail, office, light industrial, and multi-family housing to serve as a hub for economic activity and employment. The following is a sample of the permitted uses. A full listing of all permitted uses and development standards is provided in Exhibit 6. • Hotel or Motel • Theater • Art Gallery or Museum • Auto Sales and Repair (in building) • Community Center (Public) • Offices, Professional and Administrative • Hospital • Restaurant • Institutions of Religious or Philanthropic Nature • Retail Stores and Shops • Nursing Home • Storage or Sales Warehouse • School, Business or Trade • Wholesale Office and Sample Room After approval of the General Concept Plan, several iterations of the Detailed Plan for the subject site (19.6 acres) were approved. The Detailed Plans did not permit specific uses, rather, the approvals were limited to building arrangement, parking areas, signage, and landscaping. When a particular tenant seeks a certificate of occupancy within PD-142, staff refers to the listing of permitted uses in Ordinance 91-101 for guidance. The following is a summary of the Detailed Plan approvals: • On April 22, 1992, a Detailed Plan depicting four multi-tenant retail buildings arranged in a horseshoe pattern and 806 parking spaces was approved (Exhibit 7). This original layout included a building situated similarly to the current request; however, since the building was not constructed, the approval expired on April 22, 1994. • The City’s records indicate that there were two modifications to the Detailed Plan: one on September 9, 1992 (Z-92-24) and one on January 27, 1993 (Z-93-002). The exhibits and staff reports associated with these amendments are no longer available; therefore, a copy of the PD-142 activity log has been attached for verification (Exhibit 8). • On December 8, 1993, an amendment to the Detailed Plan was approved to add a 35,000 square foot building to the southwest corner of the site. (Exhibit 9). • On November 4, 2014, an amendment to the Detailed Plan was approved to add a 40-foot ground sign at the southwest corner of the site (Exhibit 10). A full Staff Analysis is provided in Exhibit 2. PLANNING AND ZONING COMMISSION On May 6, 2020, the Planning and Zoning Commission held a public hearing for the proposal. Staff presented an analysis of the request with a recommendation of approval. The applicant presented information regarding Workforce Solutions of North Texas and the proposal. No members of the public spoke concerning the request. The Commission discussed the Westgate Road/Bronco Way connection and the existing neighborhood to the southeast of the subject site. Staff confirmed that there are no plans to provide a vehicular connection between the residential neighborhood and Westgate Road/Bronco Way. At the close of the public hearing, the Planning and Zoning Commission recommended approval of the request (7-0). OPTIONS 1. Recommend approval as submitted. 2. Recommend approval subject to conditions. 3. Recommend Denial 4. Table item. RECOMMENDATION Staff recommends approval of the Detailed Plan amendment as it is consistent with Section 35-152 of the ’91 Ordinance. The attached site plan, landscape plan, and sample building elevations provided in Exhibit 11 specify the following, which will be incorporated into the ordinance. Staff shall have the ability to approve minor modifications to the plan in accordance with Section 35-158 of the ’91 Ordinance: 1. One (1) single-story, 30,000-square foot building may be constructed in addition to the existing 4 buildings. 2. Maximum parking onsite of 828 (eight hundred twenty-eight) spaces. 3. Ten (10) large canopy trees and six (6) medium canopy trees must be planted in the area between the front building line and right-of-way. 4. Architecture for all buildings must maintain consistent themes and include the following elements: a. Colonnade for a minimum of fifty (50) percent of the facade facing public areas b. Varied roof parapet line for fifty (50) percent of the facade facing public areas c. Decorative tower on at least two (2) corners. The tower must be a minimum of five (5) feet taller than the surrounding roof line. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action July 16, 1991 City Council Ordinance 91-101 established PD- 142 with permitted uses, development standards, and Development Plan Approval April 22, 1992 Planning and Zoning Commission General Development Plan, Detailed Plan, Preliminary Plat of Exposition Mills Approval September 9, 1992 Planning and Zoning Commission Detailed Plan amendment to modify site layout, landscaping, parking, and architectural features Approval January 27, 1993 Planning and Zoning Commission Detailed Plan amendment to modify signage and landscaping Approval December 8, 1993 Planning and Zoning Commission Detailed Plan amendment for the addition of a 37,472 square foot building to the site Approval November 4, 2014 City Council Detailed Plan amendment to modify signage Approval May 6, 2020 Planning and Zoning Commission Detailed Plan amendment to add 30,000 square feet Recommend Approval PUBLIC OUTREACH: Six notices were sent to property owners within 200 feet of the subject property. Forty-two courtesy notices were sent to physical addresses within 500 feet of the subject property. As of the writing of this report, staff has received no responses to the request. A notice was published in the Denton Record Chronicle on April 19, 2020. A notice was published on the City’s website on April 23, 2020. One sign was posted on the property on April 8, 2020. Staff recommended that the applicant host a neighborhood meeting. As of the writing of this report a neighborhood meeting has not been held. DEVELOPER ENGAGEMENT DISCLOSURES No developer contact disclosures have been provided to staff from members of this body as of the issuance of this report. EXHIBITS 1. Agenda Information Sheet 2. Staff Analysis 3. Site Location Map 4. Existing Zoning Map 5. Future Land Use Map 6. Ordinance 91-101 7. April 22, 1992 Detailed Plan 8. PD-142 Activity Log 9. December 8, 1993 Detailed Plan 10. November 4, 2014 Detailed Plan 11. Proposed Plan, Architectural Renderings, and Narrative 12. Notification Map and Responses 13. Presentation 14. May 6, 2020 Planning and Zoning Commission meeting minutes 15. Draft Ordinance Respectfully submitted: Richard Cannone, AICP Deputy Director/Planning Director Prepared by: Julie Wyatt Senior Planner Staff Analysis PDA20-0001a/Stonehill Center City Council District #3 REQUEST: A Detailed Plan amendment for Planned Development 142 (PD-142) District for a commercial development expansion. STAFF RECOMMENDATION: Staff recommends approval of the Detailed Plan amendment as it is consistent with Section 35- 152 of the ’91 Ordinance. The attached site plan, landscape plan, and sample building elevations provided in Exhibit 11 specify the following, which will be incorporated into the ordinance. Staff shall have the ability to approve minor modifications to the plan in accordance with Section 35-158 of the ’91 Ordinance: 1. One (1) single-story, 30,000-square foot building may be constructed in addition to the existing 4 buildings. 2. Maximum parking onsite of 828 (eight hundred twenty-eight) spaces. 3. Ten (10) large canopy trees and six (6) medium canopy trees must be planted in the area between the front building line and right-of-way. 4. Architecture for all buildings must maintain consistent themes and include the following elements: a. Colonnade for a minimum of fifty (50) percent of the facade facing public areas b. Varied roof parapet line for fifty (50) percent of the facade facing public areas c. Decorative tower on at least two (2) corners. The tower must be a minimum of five (5) feet taller than the surrounding roof line. SITE DATA The site is a 19.6-acre lot located at the northeast corner of the I-35 Northbound Service Road and Westgate Drive. It is developed with four commercial buildings ranging in size from 26,000 square feet to 47,000 square feet arranged in a horseshoe pattern, 945 parking spaces, and four vehicular access points. Existing uses include retail, a religious facility, indoor recreation, offices, and personal services. The portion of Westgate Drive which runs along the southern property line is constructed as a four- lane divided secondary arterial; however, those improvements end near the eastern boundary of the subject property. Continued development in Denton’s northern sector will generate the need to complete Westgate Drive in the future, providing an additional east/west connection between the I-35 Northbound Service Road and Bonnie Brae Street. The surrounding property is primarily undeveloped. SURROUNDING ZONING AND LAND USES: Northwest: Zoning: PD Mixed Use Regional (MR) District Land Use: Undeveloped North: Zoning: PD 142 Land Use: Restaurant/Undeveloped Northeast: Zoning: PD 142 Land Use: Undeveloped West: Zoning: MR and Highway Corridor (HC) Districts Land Use: Outdoor sales SUBJECT PROPERTY East: Zoning: PD 142 Land Use: Undeveloped Southwest: Zoning: HC District Land Use: Undeveloped South: Zoning: PD 142 Land Use: Undeveloped Southeast: Zoning: PD 142 Land Use: Undeveloped CONSIDERATIONS: 1. Section 35-152 of the ’91 Ordinance provides the following criteria for approval of a Detailed Plan approval: a. The plan complies with the General Concept Plan or development plan approved for the property; The General Concept Plan for PD-142 established separate tracts (subdistricts), development standards, and permitted uses within the planned development boundaries. The proposed Detailed Plan conforms to the General Concept Plan in both use and development standards. The subject property is located within Tract IA, which permits a variety of uses under separate use categories: Retail, Commercial, Office, Manufacturing, Institutional, Recreational, and Farm and Ranch. Based upon the anticipated activities, the proposed use is a combination of two use categories, Office and Institutional. More specifically, the proposed 30,000 square foot building will contain offices and a public community center to house the Workforce Solutions of North Texas as the primary tenant. Development standards are based upon the use category; therefore, the following table includes both Institutional and Office standards: Institutional Office Proposal Minimum lot area None None 856,825 sf Minimum lot width None None 650 feet Minimum lot depth None None 1275 feet Minimum Front yard setback 25 feet (40 feet along I35) 25 feet (40 feet along I35) 126 feet Minimum Rear yard setback 10 feet 10 feet 195 feet Minimum Side yard setback 10 feet 10 feet 60 feet Maximum building height 45 feet 20 stories One story with decorative towers Maximum lot coverage* 50% 50% 20% Maximum floor to area ratio 2:1 2:1 0.2:1 Parking (no maximum required) 1 space per 300 square feet of floor area 1 space per 300 square feet of floor area 1:206 *Under the 91 Development Code, Lot Coverage was defined as the maximum percentage of any lot area which may be covered by the main building and all accessory buildings. b. The plan provides for a compatible arrangement of buildings and land uses and would not adversely affect adjoining neighborhoods or properties outside the plan; The Detailed Plan depicts the expansion of an existing development which includes four rectangular buildings arranged in a horseshoe pattern. Building design includes a colonnade along the front facades, arches, tile roofing materials, and taller towers at the corners. The proposed 30,000-square foot building is consistent with the general building scale, architectural themes, and established building footprint pattern, completing the unified development established with the original General Concept Plan and Detail Plan(s). PD-142 District established the permitted uses to advance the intent of the PD to create an urban center, focusing on employment and commercial uses. The proposed office and public community center uses are permitted under the PD-142 District standards, and, therefore, are consistent with the PD’s purpose and existing tenants located on the subject property. Furthermore, daily activities typically associated with office and community center uses create minimal nuisances such as noise, odor, and glare. The majority of property immediately adjacent to the site is undeveloped; however, several existing and proposed developments are within proximity to the subject property and thus analyzed for conformance with the criteria for approval: • An existing large-lot residential subdivision is located southeast of the site. Since the neighborhood will not connect to the future Westgate Drive right- of-way, there will be no direct vehicular connection between the subject property and the neighborhood. This physical separation combined with the minimal impacts typically generated by office and institutional uses indicate that no adverse impacts are anticipated. • A new campus for Denton High School is under construction east of the site. The campus will be accessed off Westgate Drive, however, the commercial land uses associated with the proposal are generally compatible a high school campus, and adverse impacts are not anticipated. • A new residential subdivision (approximately 368 single-family homes) is being planned east of the subject site, on the north side of Westgate Drive. The subject property is buffered from the future residential development by an undeveloped tract. This physical separation combined with the minimal impacts typically generated by office and institutional uses indicate that no adverse impacts are anticipated. c. The plan provides for the adequate and safe circulation of vehicular traffic; and Access to the site will remain unchanged, with two right-in/right-out only driveways connecting to the I-35 Northbound Service Road, a full-access driveway connecting to Westgate Road, and a full-access driveway connecting to Loop 288 through the adjoining commercial use. This surrounding arterial network provides adequate access for the existing and future development. Furthermore, the future extension of Westgate Road will provide additional connectivity toward the east. The existing parking lot has an established circulation pattern which uses landscaped endcaps, parking aisles, and major drive aisles to direct traffic and the proposal maintains this circulation pattern. Although the proposal will decrease the number of onsite parking spaces from 945 to 828, the site will maintain an overall parking ratio of one space per 206 square feet of building area, exceeding the DDC minimum parking requirements for similar developments. d. The plan is in substantial compliance with the landscape, sign, subdivision, and other regulations of the city, or, if not, the plan offers corresponding benefits that merit deviation from those regulations. In accordance with Ordinance DCA18-0009u, the proposal must conform to the development standards in effect at the time of the original approval (’91 Ordinance and 1988 Landscape Code). Under the 1988 Landscape Code, commercial developments were required to comply with three general standards related to the request: minimum street yard landscaping, minimum parking lot landscaping, and parking lot screening. The following is a discussion of how the proposal meets the minimum requirements. • Street Yard Landscaping. The street yard is the area located between the right-of-way line and the front building wall. Developments are required to landscape a minimum of 20% of the street yard and provide one tree per 2,500 square feet of total street yard. The current request includes approximately 40,140 square feet of street yard, which requires a minimum of 8,028 square feet of landscaping and 16 trees. As proposed, the development provides 17,800 square feet of landscaping and 16 medium and large canopy trees, thus meeting or exceeding the minimum requirements. • Parking Lot Landscaping. Any parking lots within the street yard area must contain landscape islands, peninsulas, or medians which total a minimum of 5% of the parking area. The Detailed Plan depicts 20,800 square feet of parking lot and vehicular maneuvering area within the street yard, which requires a minimum of 1,040 square feet of internal landscaping. As proposed, the development would provide approximately 2,930 square feet of parking lot landscaping, exceeding the minimum requirements. • Parking Lot Screening. Developments must screen parking lots using either a berm, a masonry wall, or an evergreen hedge (combined with the trees planted as part of the street yard landscaping). The existing development provides an evergreen hedge in accordance with the requirements which will be replaced with 54 Dwarf Buford Holly shrubs to screen the parking. Comparison with current regulations In order to fully analyze the request, the Detailed Plan was also measured against the City’s current development standards. The following provides a comparison of the requirements using General Office (GO) District with some discussion by staff. 2019 DDC (GO) Proposed 2019Requirement Met? Maximum coverage 80% building coverage 20% building coverage Yes Minimum Lot Size 2,500 square feet; minimum width 50 feet along the front property line 19.6-acre lot with about 642 feet of frontage Yes Maximum building height 100 feet PD 142 permits a maximum of 45 feet for institutional uses; the proposal includes a one-story building with decorative towers at the corners, consistent with the existing development Yes Minimum Front Setback None 126 feet Yes Minimum parking 67 minimum spaces (1 space per 450 square feet); 83 maximum spaces Entire site currently provides 945 parking spaces (1:169); proposal will reduce the number of spaces to 828 (1:206) Overall reduction will bring site closer to conformance with parking maximums Minimum tree preservation Heritage and Quality trees: minimum 30% preservation of the total dbh is required Secondary trees: generally, no minimum preservation unless the site does not contain any Quality or Heritage trees Required Mitigation or Replacement: Heritage-2.5 inches for every inch removed Quality-2 inches for every inch removed Secondary-4 inches for every tree removed Removal: 6 Yaupon Holly trees will be removed in conformance with 1988 landscape requirements; Preservation:10 Yaupon Holly trees will remain (per the Site Design Criteria Manual, Yaupon Holly trees are small ornamentals with approximately 79 square feet of mature canopy) Mitigation: 12 large canopy trees (1256 square feet) and 6 medium canopy trees (707 square feet) will be planted Meets intent in DDC Section 7.7.2A to increase the overall tree canopy. The tree planting associated with proposal will add 19,314 square feet of canopy at maturity. Street trees One tree every 30 linear feet (approximately 9 trees would be required along I35) 9 new trees Yes 2. The determination for a Traffic Impact Analysis (TIA) will be made with development of the site; however, based upon the number of anticipated trips associated with the use, the proposal is not expected to generate the 1,000 trips per day threshold to require a TIA. According to the trip generation number provided by the applicant (ITE Trip Generation Rates, 10th Edition), a 30,000-square foot general office building would generate approximately 292 trips per 24-hour weekday, with 44 morning peak trips and 43 evening peak trips. 3. Per the Denton Plan 2030, the Future Land Use designation of the subject property is Business Innovation. Business Innovation is intended for well-planned, larger scale office and employment parks with supporting uses such as retail, hotels, and residential. Primary uses include office, research and development, and light manufacturing. This designation is proposed in areas that are in proximity to commercial use areas and employment hubs so that future development may build from this proximity and create a critical mass for economic development. As part of a planned development with cohesive development standards and uses, the proposal is consistent with the Business Innovation Future Land Use designation. If approved, the development will provide employment and service uses, meeting the intent of Business Innovation. £¤77 I-35 SERVICE RDL O O P 2 8 8 BONNIE BRAEI 35WESTGATEELM WINDSORFARMSFM 1173 CARRIAGEFLADGER CANDY BARROW WINDSOR S A V IL L S T E PHENWESTGLEN MARSHALLCINDYETONHAMPTON I -3 5 R a m p BRAYVILLAGESCHUYLER SOUTHWAYOVERLOOKLOOKOUTRINEY DARBYJOHN COFFEY BARTHOLD FUTUREBRONCO P R I VAT E PDA20-0001Site Location 0 770 1,540385Feet The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed orimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. SITE Parcels Roads COD ETJ NAA 8/1/20 µ Date: 2/11/2020 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE £¤77 I-35 SERVICE RDL O O P 2 8 8 BONNIE BRAEI 35WESTGATEELM FM 1173 CARRIAGEFLADGER BARROW WINDSORENGLEFIELD S A V IL L S T E PHENBAUER WESTGLEN MARSHALLHAMPTON I -3 5 R a m p SOUTHWAYOVERLOOKRINEY DARBYJOHN COFFEY BARTHOLD FUTUREBRONCO P R I VAT E R6LIR1 GO PD-LI MPC R4 R3 RR R2 HC PD-HC R7PF PD MR MN PDA20-0001Current Zoning Map 0 770 1,540385Feet The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed orimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. SITE Parcels Roads µ Date: 2/11/2020 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE RR - Residential Rural R1 - Residential R2 - Residential R3 - Residential R4 - Residential R6 - Residential R7 - Residential MN - Mixed-Use Neighborhood MD - Mixed-Use Downtown Core MR - Mixed-Use Regional HC - Highway Commercial SC - Suburban Corridor GO - General Office LI - Light Industrial HI - Heavy Industrial PF - Public Facilities PD - Planned Development MPC OVERLAY £¤77 LowResidential BusinessInnovation ModerateResidential Rural Areas I-35SERVICERDLOOP 288 BONNIE BRAEI 35WESTGATEELM FM 1173 BARROW WINDSOR S A V IL L BAUER WESTGLEN MARSHALLHAMPTON I-35 Ra m p RINEY DARBYJOHN COFFEY BARTHOLD FUTUREBRONCOPRI VATEPDA20-0001Future Land Use Map 0 770 1,540385Feet The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed orimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. SITE Parcels Roads Future Land Use Rural Areas Low Residential Moderate Residential Neighborhood Mixed Use Business Innovation Commercial Government / Institutional Parks / Open Space µ Date: 2/11/2020 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 1$%$1$-"$%.1, 1991101 AdditionalFileExists AdditionalFileContainsRecordsNotPublic,AccordingtothePublicRecordsAct Other 2 AmendedbyOrdinanceNo. 201437511/04/14JR e wpdocs\69127 ORDINANCE NO qN(21.._ AN ORDINANCE OF THE CITY OF DENTON, TEXAS, APPROVING A CHANGE FROM AGRICULTURAL (A) TO PLANNED DEVELOPMENT (PD) ZONING DISTRICT CLASSIFICATION AND USE DESIGNATION FOR 245 8 ACRES OF LAND LOCATED ON THE EAST SIDE OF U S INTERSTATE HIGHWAY 35W AND NORTH AND SOUTH OF LOOP 288, APPROVING A DEVELOPMENT PLAN FOR THE DISTRICT, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, Rancho Vista Development Company has applied for a change in zoning for 245 8 acres of land from agricultural (A) to planned development (PD) zoning district classification and use designation and for approval of a development plan for the dis- trict, and WHEREAS, on June 12, 1991, the Planning and Zoning Commission recommended approval of the requested change in zoning and approval of the development plan, and WHEREAS, the City Council finds that the change in zoning and approval of the development plan will be in compliance with the Denton Development Plan, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the zoning district classification and use designation of the 245 8 acres of land described in Exhibit A, attached to and incorporated into this ordinance by reference, is changed from agriculture to planned development (PD) zoning dis- trict classification and use designation under the comprehensive zoning ordinance of the City of Denton, Texas SECTION II That Exhibit B, attached to and incorporated into this ordinance by reference, is approved as the Development Plan for the district in accordance with article IV of Chapter 35 of the Code of Ordinances SSEQTION III That the City's official zoning map is amended to show the change in zoning district classification SECTION IV That this ordinance shall become effective immedi- ately upon its passage and approval /l PASSED AND APPROVED this the ~ of 1991 ATTEST JENNIFER WALTERS, CITY SECRETARY BY APPROV AS O LEGAL FORM DEBRA A. DRAYOVITCH, CITY ATTORNEY BY Q v r~ PAGE 2 Exhibit A (Page 1 of 4) 11011kinARY AND OWNERSHIP The 245 8 acres (owned by Rancho Vista Development Company) is divided into two (2) tracts by Loop 288 u shown on the Boundary Map Tract I (located south of Loop 288) contains approximately 166 913 acres Tract iI (located north of Loop 288) contains 78 865 acres Complete metes and bounds descriptions are included in the following descriptions A Boundary Map (Map 4-1) is included at the and of this section Tracul. Parcel I All that certain tract or parcel of land situated to the Nathan Wade Survey, Abstract Number 1407, City of Denton, County of Denton. State of Texas, said tract being described in Exhibit A" as shown by deed to J & L Partners (Partners) dated 01 July 1988 and recorded in Volume 2405 Page 769 of the Real Property Records of the County of Denton State of Texas, and being more fully described u follows. BEGINNING for the southeast corner of the tract being described herein at a set *-inch steel square tubing in Westgate Street (an asphalt surfaced public road) at the southeast corner of said Partners tract, said tubing being the northeast corner of a % 385-acre tract as shown by deed to J $ L Partners, dated 01 July 1988, and recorded to Volume 2405 Page 748 of said Real Property Records, and in the west line of a tract shown by deed to Joseph J Tallai, Trustee, and recorded in Volume 1513 Page 906 of sud Deed Recortht; THENCE South 89'58146" West, with the south line of said Partners tract and with the north line of said % 385-acre tract, a distance of 2,190 34 feet to a set }-inch rebar in the southerly right-tof-way line of Interstate Highway 35, THENCE North 46155'20" West, with the right-of-way of Interstate Highway 35, a distance of 100 9 feet to a concrete right-of-way monument; THENCE North 03941'29" Wan, with the east line of sud interstate Highway 35, a distance of 421 52 feet to a found f-inch rebar in the southerly nght-of-way line of Loop 288, (under construction), THENCE with the southerly right-of-way line of Loop 288 the following six (6) coursa and distances. I North 130IW46" East, a distance of 140 08 feet; 2 North 01013'26' West, a distance of 440 46 fees 3, North 3601721" East. a distance of 91 81 feet; 4 North 88949928" But. a distance of 525 05 fees 5 North 7803825' Eam a distance of 721 44 feet to the beginning of a curve to the left whose radius is 5.849 69 fees 6 With said curve, an arc length of 1,373 73 feet, central angle of 13°27'19' (chord North 79036'26" Eess a distance of 1,370 58 feet) to a found *-inch rebar for the northeast corner of the aforesaid Tallal tract; THENCE South 00007'53" Weat, with the out line of said tract, a distance of 661 28 feet to a fence corner post, 1U~waPOON1gt14W4 ' Exhibit A (Page 2 of 4) THENCE South 89'!6'38" West, with a fence, a distance of 373 60 feet to a fence corner post said post being the northwest corner of the aforesaid Tallal tract; THENCE South 00035'34" East, a distance of 873 70 feet to the POINT OF BEGINNING and containing 70 333 acres of land Tract 1. Parcel 2 All that certain tract or parcel of land situated in the Nathan Wade Survey, Abstract Number 1407 City of Denton, County of Denton, State of Texas, said tract being shown by deed to J dt L Partners, dated 01 July 1988, and recorded in Volume 2405 Page 748 of the Real Property Records of the County of Denton, State of Texas, and being more fully described as follows BEGINNING for the northeast corner of the tract being described herein at a set f-Inch steel square tubing, and tubing being the northeast corner of said Partners tract and at the southeast corner of a 70 533-acre tract as shown by deed to 1 & L Partners, dated 01 July 1988, and recorded to Volume 2405 Page 769 of said Real Property Records and in the west line of a tract shown by Deed to Joseph J Tallal, Trustee, and recorded in Volume 1513 Page 906 of said Deed Records: THENCE South 00'35'34" East with Tallal's west line, a distance of 229 3 feet to a set!-inch steel square tubing for an all corner of said Partners tract: THENCE South 89103'38• West, a distance of 625 22 feet to a chats-link fence corner post at the most northerly northwest .corner of the Westgate Park First Addition, recorded in Volume 04 Page 12 of the Phu Records of Denton County, Texas: THENCE South 01'03'38' Weis, with the west line of sand Westgate Park, a distance of 213 00 feet to a found }-inch rebar at the southwest corner of Block A, Westgate Park Addition, THENCE South 89'19'350 West, a distance of 57 43 feet to a found 4-inch rebar at the northwest corner of Barrow Dnw (en asphalt surfaced public road), THENCE South ol'14'IP Eask with the west line of said Westgate Park. a distance of 1 983 81 feet to a found f-ush rebar at the southwest corner of Fladser Drive (an asphalt surfaced public road), THENCE North 89921'09' East, with the south line of Fladger Drive, a distance of 21 13 feet to a found *-inch mbar at tin northwest corner of Block C Westgate Park Addition. THENCE South 00'16'33' East. with the west lane of said Block C a distance of 200 87 feet to a found *-such mbar at the southwest corner of said Block C, and the southeast corner of said Partners tract, said reber aim beans to the north line of the F Batson Survey Abstract Number 43, and the south line of said Wade Survey, THENCE South 89'31'38' Weal. with the north lane of said Batson Survey. the south line of said Wade Survey, and the south line of said Partners tract, a distance of 1 488 74 feet to a concrete right-of-way monumeat in the out right-of-way line of Interstate Highway 33, MM. roponr lacer. Exhibit A (Page s of 4) THENCE with the east right-of-way in Interstate Highway 33 the following five (5) courses and dutoncer North 0016'57" East, a distance of 72 83 feet; North 03046'06" West, a distance of l 200 0 feet; North 08"38 15" West a distance of 100 58 feet, North 03"46'06" West, a distance of 1 184 87 feet; North 43006 20" East, a distance of 123 05 feet to a set t-inch steel square tubing in Payne Drive, THENCE North 89°58'46" East, with the north line of said Partners tract, and south line of said 70 533-acre tract a distance of 2,190 34 feet to the POINT OF BEGINNING and containing 96 38 acres of land Tract 11 All that certain tractor parcel land situated in the Alexander White Survey Abstract Number 1406 and the Nathan Wade Survey, Abstract Number 1407 City of Denton, County of Denton State of Texas, said tract being described in Exhibit "B" as shown by deed to J & L Partners, dated 01 July 1988, and recorded in Volume 2405 Page 769 of the Raw Property Records of the County of Denton, State of Texas and being more fully described as follows. BEGINNING for the northeast corner of the tract being descnbed herein at a found }-inch rebar on the south line of US Highway number 77 (an asphalt surfaced public road), said rebar being the northeast corner of said Partners tract; THENCE South 00'08'41" West, with the out line of said Partners tract. a distance of 739 07 feet to a found *-inch rebar in the north right-of-way line of Loop 288 (under construction), Thence with the north right-of-way line of Loop 288 the following sit (6) courses and distances, South 73°43'00' West, a distance of 716 46 feet to the beginning of a curve to the right whose radius a 5,609 69 feet, central angle of 06059148'; With said curve, an arc length of 685 03 feet (chord South 82'51'43" West, a distance of 684 60 feet; North 8412233" West, a distance of 394 09 feet; North 75039101" Wem a distance of 361 86 feet; South 89.54'58" Wea4 a distance of $20 14 feet; North 44041'43" West a distance of 141 74 feet to a found f-inch rebar in the out rtght-of-way of interstate Highway 33, THENCE North 03.43'04• West, with the east line of said Interstate. a distance of 1 441 00 feet to a wooded right-of-way monument at the southwest corner of a tract shown by deed to Union Oil of California. and Recorded in Volume 602 Paso 45 of said deed records, THENCE South 89033'33" East, with the south line of said Union Oil tract, a distance of 1 022 90 feet to a fence corner post at its southeast corner THENCE North 00°2213" West, with a fence on the east line of said Union Oil tract, a distance of 446 03 feet to a found }-Inch robot in the south line of said Highway 77, Zjt4M.A "i"" P1 "M Exhibit A (Page 4 of 4) THNC South andwiththesth feeEto aEfound }-inch rebar iin, the west Ime offaatraof said ct shown brydeed to John Porter15 73 recorded in Volume 9s8 Page 923 of said deed records. ENCE to aoud }-inch rrebar at the southwest corner ofosaid Porterltract: distaste of 939 41 feet THENCE South 89044.36" East, with a fence on Porter's south line a distance of 1 316 47 feet to a fence corner post at Porter's southeast corner, THENCE North 00037.26" East, with a fence, a distance of 154 65 feet to a found }-inch mbar to the south sine of said Highway 77, THENCE South 59007.11" East, with said 7ig8t-of-wwaofline, distance of 446 84 feet to the POINT OF BEGINNING and containing land EXHIBIT A BOUNDARY MAP) M e a ~o wo snc w' nN a Olt "My icsa:t lxrat._ TYar a R TAW 1 rw w ' soias M MA q i f in ta~/II• ~w Map 4-1 N"CREST CBNTHR BOUNDARY Exhibit B Development Plan for Hillcrest center, consisting of 1 Information and Development Standards (6 pages), 2 Proposed Roads (1 page), 3 Screening Wall Construction Details (1 page), 4 Table B-1, Permitted and Prohibited Uses (6 pages), 5 Table B-2, Permitted Uses and Applicable Development Standard 3 pages), 6 Site Plan (1 page, fold out), and 7 Transition Plan (1 page, fold out) EXHIBIT B DEVELOPMENT PLAN FOR HILLCREST CENTER 1 Relationship to the Master Plan This property is located in the expanded Urban Center at the node created by the interchange of IH-35 and Loop 288 in northwest Denton Urban Centers are strategically located to encourage the concentration of commercial retail office, light industrial and multi family housing These centers are intended to serve as the hub for economic activity and employment According to the plan the northwest urban center should be approximately equal in size to the southeast center by the year 2010 2 Size of Distract The district has 245 8 acres 3 Terms Terms used in the Development Plan shall have the meaning as defined in the Code of Ordinances of the City of Denton, unless defined in this Plan 4 Ordinance Governing This District and Development Plan are approved in accordance with, and shall be governed by, the provisions of Article IV Chapter 35, of the Code of Ordinances S. Permitted Uses The following general uses and combination of uses are permitted. A detailed list of Permitted and Prohibited Uses is attached as Table B-1, subject to the additional limitations (1) that only office uses are permitted on Tract IF adjacent to the existing Westgate neighborhood, (2) no industrial building will be permitted within five hundred (500) feet of the west boundary of the emstmg Westgate subdivision, and (3) that no industrial building will be permitted on Tract I& A Retail Any establishment whose primary purpose is to provide goods and services to the general public for their use or consumption The permitted use shall exclude residential uses B Commercial Any proposed use or proposed max of uses, including multiple dwelling unit development and hospitality uses Multiple dwelling unit development is permitted only when approved in conjunction with and a part of commercial development. The hospitality uses will provide Development Plan Hillcrest Center Page 2 facilities which offer transient lodging accommodations to the general public and which provide additional services such as but not limited to restaurants meeting rooms and recreation facilities Uses such as hotels and motels and convention and meeting conference facilities will provide support for the office, institution, and manufacturing/distribution uses in the district C Office Office type uses with support retail facilities servicing the employees are encouraged as support for the manufacturing and commercial uses or as independent office developments which are well planned amenity-onented facilities for service, industrial and institutionally related users D Manufacturing This classification permits the development of manufacturing land uses and excludes any residential land uses and the prohibited uses listed in this plan for the business and industrial park area This classification encourages clean manufacturing, assembly and warehouse, and distribution type facilities E Institutional Governmental, educational, medical and cultural facilities are compatible within the business and industrial park, except for residential uses and those prohibited uses listed in this Ordinance F Recreational The manufacturing, commercial, and institutional uses may have recreational facilities to support the health and welfare of employees These types of recreational uses are permitted if they are developed in coMunction with the open spaces and intent of the overall planned development G Farm and Ranch Farming, ranching, and agricultural type activities are permitted m the district H Accessory Uses The use of land or a building or portion thereof customarily incidental and subordinate to the principal use of the land or building and located on the same lot with such principal use are permitted Prohibited Uses Specific prohibited uses are shown in Table B-1 1 Development Standards Development standards, area regulations, and development density for individual parcels relating to each of the uses permitted in the district are shown as follows Table B-2 correlates each of the permitted uses to a specific development standard H V18TA%HlllcnLBxe\918810 Development Plan Hillcrest Center Page 3 A Retail The development standards area regulations and development intensity for property designated for retail use shall be as follows Mmimum lot area Minimum lot width Minimum lot depth Mmimum Front yard setback Minimum Rear yard setback Minimum Side yard setback Corner lot requirement Maximum building height Maximum lot coverage Maximum floor to area iatio Parking None None None 25 Ft 10 Ft 10 Ft 25 Ft 45 Ft 50% 081 As listed for each permitted use in the Denton Zoning Ordinance B Commercial The development standards, area regulations and development intensity for property designated for commercial use shall be as follows Minimum lot area Minimum lot width Minimum lot depth Minimum Front yard setback Minimum Rear yard setback Mmunum Side yard setback Corner lot requirement Maximum building height Maximum lot coverage Maximum floor to area ratio Parking None 150 Ft None 25 Ft 10 Ft 10 Ft 25 Ft 20 Stones 50x% 21 As listed for each use in the Denton Zoning Ordinance C Office The development standards, area regulations and development intensity for property designated for office use shall be as follows Mmunum lot area Minimum lot width Minimum lot depth Minimum Front yard setback Minimum Rear yard setback Mimmum Side yard setback Corner lot requirement Maximum building height Maximum lot coverage Maximum floor to area ratio Parking None None None 25 Ft 10 Ft 10 Ft 25 Ft 20 Stones 50% 21 1 SP/300 SF of floor area (1) 1) 1 space/250 SF for clinics or Doctors offices. H VISTMHIIImr.SK8\9199 10 Development Plan Hillcrest Center Page 4 D Manufacturing The development standards area regulations, and development intensity for property designated for Manufacturing use shall be as follows Minimum lot area Minimum lot width Minimum lot depth Minimum Front yard setback Minimum Rear yard setback Minimum Side yard setback Corner lot requirement Maximum building height Maximum building coverage Maximum floor to area ratio Parking 3 Acres 200 Ft None 25 Ft 10 Ft 10 Ft 25 Ft 42 Ft (1) 75% 11 1 SP/1000 SF of floor area 1) Height may be increased by 1 foot above 42 feet for each 1 foot of increase in the front, side, and rear yard setbacks up to a maximum of 8 atones E Institutional The development standards, area regulations, and development intensity for property designated for institutional use shall be as follows Minimum lot area Minuniun lot width Minimum lot depth Minimum Front yard setback Minimum Rear yard setback Minimum Side yard setback Comer lot requirement Maximum building height Maximum lot coverage Maximum floor to area ratio Parking None None None 25 Ft 10 Ft 10 Ft 25 Ft 45 Ft (1) 50% 21 1 SP/300 SF of floor area 1) Height may be increased by 1 foot above 45 feet for each 1 foot of increase in the front, side, and rear yard setbacks, up to a maximum of 20 stones F Setbacks The following setbacks shall control over any other specified setback 1) The minimum rear and side yard setbacks shall be twenty (20) feet for any land use abutting a multi-family zoning district or property used for a multi family dwelling B VI3TA\HIIICMt.6xB\ei9V 10 Development Plan Hillcrest Center Page 5 2) The minimum rear or side yard setbacks shall be twenty (20) feet for any land use abutting the existing single family Westgate neighborhood 3) Along the IH-35, Loop 288, and US 77 frontages a minimum forty foot (407 building setback is established Within this forty-foot (407 area the first twenty (20) feet adjacent to the highway shall be designated as a utility easement Parking shall be prohibited within this twenty (20) foot utility easement G Development Intensity The overall density of development shall be subject to the following limitations 1) North of Westgate (Parcel 1 of Tract I plus Tract II) 149 40 acres Overall cumulative maximum FAR. 15 1 Individual site maximum FAR - As governed by above development standards, but in no case greater than 2 1 2) South of Westgate (Tract I, Parcel 2) - 96 38 acres Overall cumulative maximum FAR 0 75 1 Individual site maximum FAR - As governed by above development standards, but in no event greater than 1 1 Tract IF transition zone - maximum FAR for the tract's gross area shall be 0 3 1 H Height The maximum height permitted in the district shall be twenty 20) stones, subject to the following additional lnutatuons Maximum heights for individual land uses shall not exceed those shown in the above development standards for individual land uses South of Westgate - ten (10) stories maximum Tract IF transition zone - one (1) story maximum Within the portion ofTracts IC and ID that to five hundred 500) feet west of the existing Westgate neighborhood, no structure shall exceed two (2) stones in height Within Tract IE, no structure shall exceed two (2) stones in height Denton Airport Zoning Regulations All buildings and structures within the distinct shall also he subject to the height limitation of the Municipal Airport Zoning Regulations and federal regulations e VISTA\MUMU6x8\9 t" 10 Development Plan Hillcrest Center Page 6 J Calculations of FAR. Parking facilities shall not be included in calculating floor to area ratios K Road Alignments Adjustments in the location of roads shown on this plan may be made without amendment of this plan if approved by plat or detail plan All public roads shall be designed and constructed in accordance with City of Denton design criteria and construction standards in effect at the time of detail plan approval L Landscaping, TYees, and Signs The regulations of the Denton Landscape Code in effect on the date of the approval of this plan shall apply to the district M Westgate Neighborhood Buffer/Screen A brick screening wall, six (6) feet in height, shall be provided along the north and west edge of the existing Westgate neighborhood, which shares a common boundary with this district This screening wall shall be constructed in its entirety prior to the issuing of a building permit for the construction of any building south of Westgate Road It shall meet or exceed the requirements of the attached Standard Details for Thin Wall Brick Screening Wall (see Paragraph 9D) N Pedestrian Access and Circulation Presently, there is no public pedestrian access/circulation system (existing or proposed) adjacent to any portion of the district's boundary In the event a public pedestrian system develops adjacent to the district's boundary prior to approval of a detail plan on property within the district next to the public pedestrian system, such public pedestrian system will be recognized and extended by development within the district Sidewalks will be constructed along both sides of all public roads within the district Use of meandering sidewalks within easements outside public rights-of-way will be permitted. Traffdc Impact Analvats A traffic impact analysts has been prepared and submitted on the basis of maximum development within the district of 5,300,000 square feet The City of Denton may require the preparation and submission of an updated traffic impact analysis under either if the following conditions If any on-site or adjacent public roadway or controlled intersection on such roadways, reaches a traffic flow level which exceeds capacity (defined as worse than Level of-Service (LOS) C) Requested development would exceed 5,300 000 square feet R V18rA%a111C"LVAH%9199 10 PROPOSED ROADS 0 s 0 m D f i a. ==t EF.'-¢ j 6. n ~R ! •(i~Et~ ~iE Ej ~ f~E Eq~ Y>tIIIF ~ ' ~ J M ! 1 Ill PAIIII ve~c j-F a' I ps is r = s R TABLE B-1 HILLCREST CENTER "BUSINESS USES" PERMITTED PROHIBITED LAND USES PRIMARY IgC-S/D6NrlAtL. USW ON FAMILY DWELLING DETACHED x ON FAMILY DWELLING ATTACHED x TWO FAMILY DWELLING x MULTIPLE FAMILY DWELLING OR APARTMENT x COMMUNITY UNIT DEVELOPMENT x DORMITORY BOARDING OR ROOMING HOUSE x HO EL OR MOTEL x TRAILER CAMP OR MOBILE HOME PARK x S~kC lyA ry: r~yRt,J~,AT'IQNAL, INS7't7'C~ A`~Y Gr+ai~+ AR GALLERY OR MUSEUM x CEMETERY OR MAUSOLEUM x CHURCH OR RECTORY x COLLEGE OR UNIVERSITY OR PRIVATE SCHOOL x COMMUNITY CENTER (PUBLIC)x DAY CAMP x DAY NURSERY OR KINDERGARTEN SCHOOL x FAIRGROUND 0 EXHIBITION AREA x FRATERNITY SORORITY LODGE OR CIVIC CLUB x GROUP HOMES x HALFWAY HOUSE x HOME FOR ARE OF ALCOHOLIC NARCOTIC OR PSYCHIATRIC PATIENTS x HOSPITAL (GENERAL ACUTE CARE)x H SPITAL (CHRONIC CARE)x IN ITUTIONS OF RELIGIOUS OR PH0.A HROPIC NATURE x LI ARY (PUBLIC)x MONASTERY OR CONVENT x NURSING HOME OR RESIDENCE HOME FOR AGED x OCCASIONAL SALES x PUBLIC PARK PLAYGROUND O COMMUNITY CENTER X SCHOOL PRIVATE PRIMARY OR S CODARY x PUBLIC SCHOOL OR DENOMINATI NAL SCHOOL x SCHOOL BUSINESS OR TRADE x 1 of 6 HILLCREST CENTER "BUSINESS USES" PERMITTED PROHIBITED LAND USES 11T11,1TY A~CE~SQRY f~#{~>!lSI~IF~~'A~.tkSES ACCESSORY BUILDING X COMMUNITY CENTER (PRIVATE)X ELECTRICAL GENERATING PLANT X ELECTRICAL SUBSTATION X EL CTRICAL TRANSMISSION LINE X FI LD OR CONSTRUCTION OFFICE (TEMPORARY)X FI E STATION OR SIMILAR PUBLIC SAFETY BUILDING X GAS TRANSMISSION LINE AND METERING STATION x HOME OCCUPATION X LOCAL UTILITY DISTRIBUTION LINES X 0 F STREET PARKING INCIDENTAL TO MAIN USE X PRIVATE UTILITY SHOP OR STORAGE YARD X PUBLIC BUILDING SHOP YARD OF LOCAL STATE OR FEDERAL GOVERNMENT X RADIO AND TELEVISION OR MICROWAVE TOWER S WAGE PUMPING STATION X SEWAGE TREATMENT PLANT X SWIMMING POOL (PRIVATE)X TELEPHONE BUSINESS OFFICE X T LEPHONE LINE 8 EXCHANGE SWRCHING OR RELAY STATION X WATER RESERVOIR (GROUND OR ELEVATED) WATER PUMPING STATION OR WELL X ATER TREATMENT PLANT x rT LECOMMUNICATIONS PORT X Ha o" '~F' ~ ry sArw y ~.yg,~.~.e v NOllt/lYA4T IgRiYnAaaVfw A USEMENT COMMERCIAL (OU OOR)AA North of Westgate X South of Westgate XAMUSEMENTCOMMERCIAL (INDOOR) COUNTRY 0LU8 (PRIVATE) WITH GOLF COORS K DANCE HALL OR NIGHT CLUB DRAG STRIP OR COMMERCIAL RACING X GO CART TRACK X OLF COURSE (PUBLIC)X GOLF COORS (COMMERCIAL)X PARK OR PLAYGROUND (PUBLIC)X ULAYIELD0STADIUM (X ODEO GROUNDS x 11 OLLER OR ICE SKATING RINK X III TABLE PRIVATE CLUB X ABLE COMM CIAL R NTAL X TABLE BOARDING X SWIM OR TENNIS CLUB X HEATER DRIVE IN X THEATER OTHER THAN DRIVE IN TYPE X 20f6 HILLCREST CENTER "BUSINESS USES" PERMITTED PROHIBITED LAND USES Y T,gAN$P0.9rA7 0Af R WW HELIPAD XNorthofWestgate South of Westgate BUS STATION OR TERMINAL X HAULING OR STORAGE COMPANY X MOTOR FREIGHT TERMINAL X RAILROAD FREIGHTTERMINAL X RAILROAD PASSENGER STATION X ACK OR RIGHT OF WAY X AM TRACK X TRUCK)K OR STRUCTURE (COMMERCIAL)A OBILESERV ICEUSES RY (CAR WASH)X AUTO PAINTING AND BODY REPAIR North of Westgate X h of WestgateSout A 0 SALES AND REPAIR (IN BUILDING)X AUTO WRECKING OR SALVAGE YARD K GASOLINE S VICE STATION x N& AUTO PARTS SALES STORES K N W OR USED CAR SALES LOT IN PEN)x S T COVER AND MUFFLER INSTALLATION SHOP X TIRE RETREADING OR GAPPING x USED AUTO PARTS SALES (IN BUILDING)X 3of6 HILLCREST CENTER "BUSINESS USES" PERMITTED PROHIBITED LAND USES RErAA,ANOSER= TWEUSES ANTIQUE SHOP X BAKERY OR CONFECTIONERY SHOP (RETAIL)X CAFETERIA X CLEANING AND PRESSING SMALL SHOP AND PICKUP X CUSTOM PERSONAL SERVICE SHOP X DRAPERY NEEDLEWORK OR WEAVING SHOP X FLORIST OR GARDEN SHOP X GREENHOUSE OR PLANT NURSERY (RETAIL)X HANDICRAFT SHOP X HOUSEHOLD APPLIANCE SERVICE AND REPAIR X LAUNDRY OR CLEANING SELF SERVICE X MIMEOGRAPH STATIONERY OR LETTER SHOP X MORTUARY OR FUNERAL PARLOR X O FICES PROFESSIONAL AND AOMINISTRATIVE X O F PREMISE SALE OF BEER AND/OR WINE X O PREMISE SALE OF BEER AND/OR WINE X LICENSED PRIVATE CLUB X PAWNSHOP X R STAURANT X RETAIL STORES AND SHOPS X RETAIL IN OFFICE SLOGS A MAX 29% OF GROSS AREA X STUDIO FOR PHOTOGRAPHER MUSICIAN ARTIST OR HEALTH X SECONDHAND STORE USED FURN R OR RUMMAGE SALE X T OL OR TRAILER RENTAL X SEXUALLY ORIENTED 13USINESSE X A IMAL POUND (PUBLIC OR PRIVATE) X ANIMAL CLINIC OR HOSPITAL NO OUTSIDE RUNS OR PENS) X ANIMAL CLINIC HOSPITAL OR KENNEL WITH OUTSIDE RUNS OR PENS (NOM of West ats oMY)X ARM OR RANCH X NHOUS OR PLANT NURS Y X HATCHERY POULTRY LIVESTOCK AUCTION X LIVESTOCK FEEDING PLANT PENS OR YARDS X 4of6 HILLCREST CENTER "BUSINESS USES" PERMITTED PROHIBITED LAND USES OOMWRO AL BAKERY (WHOLESALE)x BUILDING MATERIAL SALES x CABINET AND UPHOLSTERY SHOP x CL ANING AND DYEING PLANT (COMMERCIAL)x CLEANING PLANT BAGS OR CARPETS SPECIAL EQUIPMENT)K CLOTHING MANUFACTURE OR LIGHT COMPOUNDING OR FABRICATION x CONTRACTORS SHOP AND STORAGE YARD x ENGINE AND MOTOR REPAIRING Not within 500 feet of Westgate Subdivision)x FEED STORE x HEAVY MACHINERY SALES AND STORAGE Not within 500 feet of Westgate Subdivision)x JOB PRINTING OR NEWSPAPER PRINTING x LAUNDRY PLANT (COMMERCIAL)x MI K DEPOT DAIRY OR ICE CREAM PLANT x PAINT SHOP x P ROLEUM PRODUCTS(PACKAGED)STORAGE WHOLESAL PLUMBING SHOP XX 3 ND GRAVEL OR EARTH SALES ORS ORAGE x S IENTIFIC OR RESEARCH LABORATORIES x STORAGE AND SALES OF FURNITURE 0 APPLIANCES OUTSIDE A BUILDING x STORAGE O SALES WAREHOUSE x T AILER RENTAL OR ES(ExceptExc Mobile Hotnee)x T ANSFER STORAGE AND BAGGAGE TERMINAL x w OlE3ALE OFFICE AND SAMPLE ROOM x r1R t' MAL R00"We 60 HEERACTIONANDSTORAGEOFSAND FALSTONECLAYORGRAVELFOROOMMEUSE X PETROLEUM OR GAS WELL X PETROLEUM COLLECTING OR STORAGE ILI IES X MINING OR STORAGE OF MINING WASTES _x 5of6 HILLCREST CENTER "BUSINESS USES" PERMITTED PROHIBITED LAND USES AS HALT OR CONCRETE SATCHING PLANT BRI K KILN OR TILE PLANT imCEMENTORHYDRATEDLIMEMANUFACTURE DU P OR SANITARY FILL AREA MI ING AND SALE OF CONCRETE OP N SALVAGE YARD FOR RAGS OR MACHINERY ETC SMELTER OR REFINERY X LIGHT MANUFACTURING OR INDUSTRIAL USES WHICH MEET THE PERFORMANCE STANDARDS PRESCRIBED BY 13 18A 1 THROUGH 7 X HEAVY MANUFACTURING OR INDUSTRIAL USES NOT PROHIBITED BY LAW AND EXCEPTING THOSE SPECIFICALLY LISTED AS REQUIRING SPECIFIC USE PERMITS WHICH MEET THE PERFORMANCE STANDARDS PRESCRIBED BY 13 188 1 THROUGH 8 X A INDUSTRIAL USE WHICH DUE TO THE POSSISLE EMISSION OF EXCESSIVE SMOKE NOISE GAS FUMES DUST ODOR VIBRATION OR THE DANGER OF FIRE EXPLOSION OR RADIATION AS MAY BE DETERMINED BY THE HEALTH FIRE OR BUILDING OFFICIALS TO BE PRESENTLY OR IN THE FUTURE LIKELY TO BE A HAZARD OR NUISANCE TO ADJACENT PROPERTY OR THE COMMUNITY AT LARGE BUT WHICH MAY BE LOCATED AND OPERATED UNDER SPECIFIC STANDARDS X RVISTA%S nUwWK10100 A Requaes public hearing with required notification (as normally required for zoning) at time of Detad Plan to approve use 6at6 TABLE B-?Applicable Development Standard rn m Permitted Land Use zUc o S 0 N O t U O Z wk 4 zofi ~ M G PRIMARY RESIOEN77AL tWS~ HOT L OR MOTEL X EDUCA7I0NAL,..INS7177Jxi y $SPECrAV-VtSESs ART GALLERY OR MUSEUM X COLLEGE OR UNIVERSITY OR PRIVATE SCHOOL X COMMUNITY CENTER (PUBLIC) X X DAY CAMP X DAY NURSERY OR KINDERGARTEN SCHOOL HOME FOR CARE OF ALCOHOLIC NARCOTIC OR PSYCHIATRIC PATIENTS X HOSPITAL (GENERAL ACUTE CARE)X IOSPITAL (CHRONIC CARE) X INSTITU PIONS OF RELIGIOUS OR PH"NTHROPIC NATURE X LIBRARY (PUBLIC) X X NURSING HOME OR RESIDENCE HOME FORAGED SECONDARYSCHOOLPRIVATEPRIMARY X MADESCHOOLBUSINESSOR X iktFR A6Gg.45'«AA AC E SORY BUILDING X X X X X COMMUNI CENTER (PRIVATE)X X E ICAL U STATION X ELECTRICALTRANSMISSION UNI X FIELD OR CON UC ON OFFICE RARY) X IR ATION OR SIMILAR PUBLIC BUILDING G ANSMIS ION U ANO M ATI N X X LO AL UTILITY DI I N UN X X X OFF STREET PARKING INCIDENTAL MAIN USE X X PRIVATE UTILITY SHOP STORAM AR X PU UCSUILOING SHOP YARDOFUXAL STATE OR FEDERAL GOVERNMENT X RA IO ANO TELEVISION OR MICR TOW X SEWAGE PUMPING STATION X SWIMMING POOL (PRIVA )X H N SUSINES ICE X ELEPHON LINE & EXCHANGE SWffCMNG OR R LAY STATION X Wq R R S VOIR (GROUND 0 ELEVATED) WATER X PUMPING STATION OR WELL OMMUNICA NS PORT X r RECREATIONALArweaw>+ A US EN C MM RCIAL ( X A U M NT OMM RCIAL IND X C U Y LUS ( RIVA ) WITH COU S X OANO HALL 0 NI H CLU X G L COU S (COMM CiAU X R LLER 0 IC S A 1 INK X IM R TENNIS CLU X A OTH AN DRIVE IN TTM X 1 of 3 Applicable Development Standard c n Permitted Land Use 75 0 a Q m a 2 U O E Z TRANSPORTATION RELATED USES HELIPAO X BUS TATII OR TERMINAL X HAULING OR STORAGE COMPANY X MOTOR FREIGHT TERMINAL X RAIL OAO PASSENGER STATION X RAILROAD TRACK OR RIGHT OF WAY X PARKING LOT OR STRUCTURE (COMMERCIAL)X AUTOMOBILE SERVICE USES AUTO LAUNDRY (CAR WASH)X AUTO PAINTING AND BODY REPAIR X AwT SALES AND REPAIR,IN BUILDING)X GAS LINE SERVICE STATION X NEW AUTO PARTS SALES STORES X NEW OR USED CAR SALES LOT (IN OPEN)X SEA COVER AND MUFFLER INSTALLATION SHOP X USE AUTO PARTS SALES IN BUILDING)X RET'AtIC.~l13'SERY//TYR~~Sls~ ° A I U SHOP X VA-KillRY OR CON ONERY SHOP (RETAIL)X CAFETERIA X C O AN PRESSING SMALL SHOP AND PICKUP X S PERSONAL 311FIVICK SNOM X DRAPERY NEEDLEWORK OR WEAVING SHOP X LO 1 GARDEN SHOP X HOUS 0 PLANE NURSERY (RETAIL)X X HOLD A PUANC S VIC AND RE AIR X RY ORCLEANING SELF SERVICE X 0 A A RY OR JAMA X AAL PA LOR X ZONAL AND AO 1 A V XIMA8RANDIOWINX MISE SA 0 ERR AND/ WI X 0 IVAT CLUE X SHO X FREST UA X S S AND SHOPS X IN OFFICE GS A MAX G SS AR A X O 0 O PHE MUM AN A 1ST OR HEALTH X 4 OR940HANOSTOREUSEDFUANITUA RUMMAGE SALE X 0 L 0 AI RENTAL X 2 of 3 Applicable Development Standard a c roPermittedLandUsemgn E m 3 c 2 U O Z AGRICULTURAL TYPE USES y ANIMAL CLINIC OR HOSPITAL NO OUTSIDE RUNS OR PENS)x ANIMAL CLINIC HOSPITAL OR KENNEL WITH OUTSIDE RUNS OR PENS (North of Westgate OrM x FARM OR RANCH X GRE NHOUSE OR PLANT NURSERY x COMMERCIAL BAK RY(WHOLESALEI x BUILDING MATERIAL SALES x CABINET AND UPHOLSTERY SHOP x CLEANING AND DYEING PLANT (COMMERCIAL)x CLEANING PLANT BAGS OR CARPETS SPECIAL EQUIPMENT)x CLOTHING MANUFACTURE OR LIGHT COMPOUNDING OR FABRICATION x ENO N AND MOTOR REPAIRING Not vntNn 500 test of Westgate SubcfMsbnl x F E OR x HEAVY MACHINERY SALES AND VOAAAW Not vnthin $00 teat of WE ate Subama~)x JOB P INTING OR N WS APER P INT1NO x LAU RY PLAN COMMERCIAU X MI DEPOT DAIRY R IC CREAM PLANT x PAINT SHOP x P OL UM PRODUC S (PACKAGED) STORAG WHOLE x PLUMBING SHOP x SCI I IC R RESEARCH LABORA 0 IES x qAG 0 SAS WAREHOUSE x TRAILER RENTAL OR SALES (Except Mob" HOMO x NS ORAL AND BAGGAGE TERMINAL x WH ALE OFFICE AND SAMPLE AO (5M X GENERAL MANUFACTUIWCAMMMS~fAt USES LI MANU AC U ING OR INDUSTRIAL USES WHICH MEET THE PERFORMANCE STANDARDS PRESCRIBED BY 13, 1SA 1 THROUGH 7 x RV1WTA%lVA r Wl(l%1" 10 3Of3 l • '' AN ORDINANCE OF THE CITY OF DENTON, TEXAS, AMENDING A DETAILED PLAN FOR PLANNED DEVELOPMENT DISTRICT 142 (STONEHILL CENTER), WHICH PLANNED DEVELOPMENT DISTRICT WAS CREATED BY ORDINANCE NO. 91-101, LOCATED AT THE NORTHEAST CORNER OF THE 1NTERSECTION OF I-35 SERVICE ROAD AND WESTGATE DRIVE AND PLATTED AS LOT 1-R, BLOCK A, EXPOSITION MILLS ADDITION, IN THE CITY OF DENTON, DENTON COUNTY, TEXAS; PRO IDING FOR A PENALTY 1N THE MAXIMUM AMOUNT OF $2,000.00 FOR VIOLATIONS THEREOF; PROVIDING A SEVERABILITY CLAUSE AND AN EFFECTIVE DATE. (PDA14-0003) WHEREAS, Ryan Davenport of Scott Brown Commercial (66Applicant97) initiated a request to amend the detailed plan for Planned Development District 142 (PD-142), which detailed plan was approved by the Planning and Zoning Commission on April 22, 1992, and later amended on September 9, 1992, January 27, 1993 and December 8, 1993; and WHEREAS, more specifically, Applicant seeks to: (1) add a third ground sign beyond the two that are currently permitted under the approved detailed plan; and (2) to deviate by 20 square feet beyond the allowed maximum effective sign area of 300 square feet; and WHEREAS, on October 8, 2014, the Planning and Zoning Commission concluded a public hearing as required by law, and recommended approval of the requested change with conditions; and WHEREAS, the Planning and Zoning Commission determined that a third ground sign, and the location proposed for the ground sign, was warranted, especially since under straight zoning, a third ground sign would be permitted, because the planned development has the requisite amount of street frontage; and WHEREAS, the Planning and Zoning Commission also determined that a deviation of 20 square feet beyond the allowed maximum effective sign area of 300 square feet will meet the intent and objectives of the City's sign regulations; and WHEREAS, the City Council concurs with the Planning and Zoning Commission's findings and adopts them herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION l. The iindings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. That the detailed plan for PD-142 (Ordinance No. 91-101) is hereby amended by approving the following revision to the sign plan: 1. The proposed ground sign located at the northeast corner of Westgate Drive and the IH-35 Service Road shall be located and constructed as shown in Exhibits A and B. 2. All original conditions of approval and subsequent modifications associated with PD-142 shall remain valid, unless specified herein. SECTION 3. That the provisions of this ordinance as they apply to PD-142 as shown in Exhibits A and B herein approved, shall govern and control over any conflicting provision of Ordinance No. 91-101, but all provisions of Ordinance No. 91-101 as they apply to that remaining portion of the district not herein affected, shall continue in force and effect and shall apply to the remainder of the district. SECTION 4. That a copy of this ordinance shall be attached to Ordinance No. 91-101 showing the amendment herein approved. SECTION 5. If any provision of this ordinance or the application thereof to any person or circumstance is held invalid by any court, such invalidity shall not affect the validity of other provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 6. Any person violating any provision of this ordinance shall, upon conviction, be fined a sum not exceeding $2,000.00. Each day that a provision of this ordinance is violated shall constitute a separate and distinct offense. SECTION 7. That this ordinance shall become effective fourteen (14) days from the date of its passage, and the City Secretary is hereby directed to cause the caption of this ordinance to be published twice in the Denton Record-Chronicle, a daily newspaper published in the City of Denton, Texas, within ten (10) days of the date of its passage. PASSED AND APPROVED this the ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: . _. " . ' ,, , „°" w. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY r ... , , " ` e' „'"„. ,P _ BY: , ° day of ''.' . .m.. .. -------- 2014. m C WATTS .......:_ . MAYOR woN.6e w w ,-r mai„,md 7 uaa aa V l up u,.No uf N a rr s ,,,,.. ..:.,.. mm 1 i r 4 f C I".1 I fi: m.,...,m,,.,m .......................w. . I . I I 1" n,, ir"' r I' <. w C ,. u I ..I ...... „ n^ J m_._._mJ:: : a ,e> 4 tl tl yI d C I a om iy 9 i i,l 4 k li ..q Nea .. 6 iY. Viu Exhibit A Detailed Plan 1i 1'iul Ur l II\l II a,l,, s,ui ,ru,:,,„+ J .i , ti ,d r, : 1 d r u r r :aGIi o I, I^`E v ir . ll `p Ip d„ F 4 i j 9 v61 p k i +rr ,aN I a IJ h % G r W f @ k . 1 I i G i [v ( a t NC 7 ? t rx C,.1tIi'r ( y ¢ i P n I, ra ¢ll . t I f:; I'df.k ) rv y,, I u .i.h uk y4 N' M I , i , . . . e , A wn m u a. .v y,. N 1 °"de i,,,1 ,%'e+k.n,r1 a r aaw ,S I° r.r-a Y 4d, fd 7r _y,f _ a — . .' _ J FI i I 1. I( 1 I I 1 IfI! ni IV I i I I4 4I I f ', r I d^ il' r I r. p I i. .. y kf .! N pu I i.. . .... ..r. ' .. i(ti. I` Exhibit B Sign Elevation 9k;pN7uMdeI:,AV AP .... . . I ..^" k.... I IIIPlYIIII ""' '>'° t Q Q. M, 6 Z - I-^ m I M 4I p. ': WJ PJ Z o0 CN W 2 R m z ~ N o z x arVZam Z a Z o. aZ ; N ~Gz% u j o o ¢ f,. rL U Ua U #qpb 5 s d o ., . /////////////////////////////////////// /// /// /// /// /////////////////////SSSSSSSS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSW W W W W W W W W W W W W W W W W W W W W W WWWWWWWWWWWWWWWWWWWW515.3'100.2'369.6'20.0'106.0'42.0'24.3'IH-35 FRONTAGE ROADWESTGATE DRIVE 100' R.O.W. PER PLAT 15.3'8.2'46.1'CIRF YELLOW "TNP" 80.3' CIRS 107.1'20.0' IRFC 92.6'20.0'107.3'80.3'307.5'67.6'80.8'377.1'36.5'25.8'44.3'20.0'147.5' CIRF 136.3'20.0'350.0'82.8'19.1'20.0'370.0'103.0'1 STORY STUCCO BUILDING 1 STORY STUCCO BUILDING 1 STORY STUCCO BUILDING 1 STORY STUCCO BUILDING40' BUILDING LINE20' UTILITY EASEMENT58' UTILITY EASEMENT 58' UTILITY EASEMENT25' BUILDING LINE 50' UTILITY EASEMENT PER VOL. 3278, PG. 872 R.P.R.D.C.T. CIRS CIRS GRAVEL 16' UTILITY EASEMENT PER PLAT 5' SIDE WALK ESMT. PER PLAT 5.0' SIGN SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS CAB. I, PG. 220 P.R.D.C.T. 19.67 ACRES EXPOSITION MILLS LOT 1, BLOCK A CAB. K, PG. 152 P.R.D.C.T. S 89°37'21" E 1275.30'S 00°23'03" W 664.97'N 89°37'22" W 1258.19' N 4 6 ° 2 3 ' 2 4 " W 2 7 . 7 4 'N 03°17'49" W 421.46'N 13°3N 00°LOT 1, BLOCK A, REVISED EXPOSITION MILLS CAB. K, PG. 152 P.R.D.C.T. 856,825 SF /19.67 AC STREET YARD LIMITS STREET YARD LIMITS NEW BUILDING 1 30,000 SF EXISTING BUILDING 2 47,065 SF EXISTING BUILDING 3 26,466 SF EXISTING BUILDING 4 31,981 SF EXISTING BUILDING 5 35,300 SF30' FIRE LANE30' FIRE LANE12'-0" 20'-0", TYP.9'-0", TYP.25' BLDG. SETBACK 30' DRIVEWAY 46' DRIVEWAYR25'-0"6'-0"STREET YARD LIMITSREF. ENLARGEMENT L2.0 765.0' N 01°39'03" E824.0' N 88°20'57" W155.6' N 00°07'03" E19 20 20 20 20 20 20 20 20 20 20 IMPACT AREA BUILDING 1 26' FIRE LANE 300'-0"100'-0"36' DRIVEWAY1 1 1 1 1 1 60'DRIVEWAY30' FIRE LANE 2 EXISTING STREET YARD TREES, TYP. EXISTING SCREEN HEDGE, TYP. SOD LIMIT M FUTURE ELEC. SERVICE SCREENING HEDGE SITE DATA TABLE ( OVERALL SITE ) LOT AREA S) A& B8ILDI1* AREA S) TOTAL LA1DS&A3E AREA S) =O1I1* 3LA11ED DEVELO30E1T (3D) LA1D 8SE RETAIL O))I&E OVERLA< DISTRI&T 1A A33ROVED OVERALL E;ISTI1* OVERALL 3RO3OSED OVERALL *ROSS AREA B8ILDI1* (1E:) S)1A S) B8ILDI1* (E;ISTI1*) S) S) S) B8ILDI1* (E;ISTI1*) S) S) S) B8ILDI1* (E;ISTI1*) S) S) S) B8ILDI1* (E;ISTI1*) S) S) S) TOTAL S) S) S) 3AR.I1* A33ROVED OVERALL E;ISTI1* OVERALL 3RO3OSED OVERALL TOTAL 3AR.I1* ( ) ( ) ( ) A&&ESSIBLE 3AR.I1* RE48IRED A&&ESSIBLE 3AR.I1* TOTAL ( VA1) TOTAL ( VA1) TOTAL ( VA1) 1E: LA1DS&A3E S800AR< A33ROVED OVERALL E;ISTI1* OVERALL 3RO3OSED OVERALL TOTAL LA1DS&A3E S) S) S) TOTAL TREES 3AR.I1* LA1DS&A3E RE48IRED S) ( O) S)) S) ( O) S)) S) ( O) S)) *APPROVED COLUMN REPRESENTS THE CONDITIONS PER THE ORIGINAL (1993) PROPOSED DEVELOPMENT PLANS. *EXISTING COLUMN REPRESENTS THE AS-BUILT CONDITIONS CURRENTLY FOUND ON SITE *PROPOSED COLUMN REPRESENTS THE PROPOSED CONDITIONS PER THIS PLAN PLANT MATERIAL SCHEDULE QUANTITY COMMON NAME BOTANICAL NAME CAL.HT.SPREAD CONT.REMARKS TREES 4 BOSQUE LACEBARK ELM ULMUS PARVIFOLIA 'UPMTF'3"12'4'B&B FULL & MATCHED, STRAIGHT TRUNK 6 CEDAR ELM ULMUS CRASSIFOLIA 3"12'4'B&B FULL & MATCHED, STRAIGHT TRUNK 6 RED OAK QUERCUS SHUMARDII 3"12'4'B&B FULL & MATCHED, STRAIGHT TRUNK SHRUBS / LG. PERENNIALS 54 DWARFBURFORD HOLLY ILEX CORNUTA BURFORDII 'PYGMY'-36"MIN.36" MIN.36" O.C. TRIANGULAR SPACING OR ASSHOWN ON PLANS TURF GRASS 6,631 sf BERMUDA GRASS SOD CYNODON DACTYLON HAND - LAID SOD PANELS OVERALL SITE PLAN 500 SCALE: 1"=50'-0" 100 PDA20-0001 BLO&. A LOT REVISED E;3OSITIO1 0ILLS A&RES ( S)) SIT8ATED I1 T+E &AB . 3* 3RD&TS8RVE< &IT< O) DE1TO1 DE1TO1 &O81T< TE;AS STONEHILL PD 142 3RO-E&T S3 DATE LANDSCAPE ARCHITECTS & PLANNERS 212 Elm St. Denton, Texas 76201 ph: 214.783.1715 O:1ER DEVELO3ER 3LA1 3RE3ARER OWNER / DEVELOPER NAME Address Phone Number LEGEND PROPOSED FIRELANE PAVING MEDIUM DUTY VEHICLE PAVING PEDESTRIAN CONCRETE PAVING ACCESSIBLE PARKING SIGN 2 ACCESSIBLE PARKING CURB RAMP (TYPE II) EXISTING LANDSCAPE AREAS LIGHT DUTY VEHICLE PAVING ACCESSIBLE PARKING SPACE TRASH/RECYCLE RECEPTACLES W/6' MASONRY SCREEN WALL1 N PLANT SYMBOL LEGEND BOSQUE ELM CANOPY TREES TURF BERMUDA SOD NOTE: DIMENSIONS OF SOD PLACEMENT ARE TYPICAL. CONTRACTOR TO PROVIDE SOD AT ALL DISTURBED AREAS EVEN IF NOT SPECIFCALLY DIMENSIONED ON PLANS CEDAR ELM RED OAK EXISTING TREE NEW LANDSCAPE INTERSTATE 35WESTGATE DR. 380 WESTGATE DR. BARROW DR. PROJECT SITE LOCATION MAPN DETAIL PLAN L1.0 OVERALL SITE LAND USE SCHEDULE LAND USE EXISTING PROPOSED OFFICE 40,103 sf (28%)70,103 sf (41%) RETAIL 51,441 sf (37%)51,441 sf (30%) INSTITUTIONAL 5,187 sf (4%)5,187 sf (3%) RECREATIONAL 22,954 sf (16%)22,954 sf (13%) VACANT 21,127 sf (15%)21,127 sf (12%) TOTAL 140,812 sf 170,812 sf *** DISCLAIMER NOTE: -EXISTING ELECTRICAL UTILITY LINE SHOWN WITHIN BUILDING 1 IMPROVEMENTS PROVIDED FOR GRAPHICAL INFORMATION ONLY. EXISTING LINE DOES NOT REFLECT EXACT LINE LOCATION VIA SURVEY, AS-BUILT RECORDS OR SUE. -PROPOSED ELECTRIC UTILITY LINE TO SERVICE NEW BUILDING 1 SHOWN FOR GRAPHIC PURPOSES ONLY. FINAL DESIGN WILL BE PREPARED BY LICENSED PE. DWARF BURFORD HOLLY SHRUBS / LG. PERENNIALS SSSSSSSSSS SSSSSSWW CIRF CIRS N 13°3N 00°NEW BUILDING 1 30,000 SF 30' FIRE LANE30' FIRE LANE11 9 12'-0" 20'-0", TYP.9'-0", TYP.30' DRIVEWAY R25'-0"6'-0"STREET YARD LIMITS19 20 20 20 20 20 20 20 20 20 20 26' FIRE LANE 300'-0"100'-0"36' DRIVEWAY30' FIRE LANE EXISTING SCREEN HEDGE, TYP. SOD LIMIT 2 FUTURE ELEC. SERVICE SCREENING HEDGE SITE DATA TABLE ( BUILDING 1 SITE ) L2T A5EA 1 S) A& BUILDING A5EA S) T2TAL LANDS&A3E A5EA S) =2NING 3LANNED DE9EL230ENT (3D) LAND USE 5ETAIL 2))I&E 29E5LA< DIST5I&T NA 5ETAIL ST25ES A33529ED E;ISTING 35232SED G52SS A5EA BUILDING 1 (NE:) S)NA S) 3A5.ING A33529ED E;ISTING 35232SED T2TAL 3A5.ING 11 (1 )11(NA)1 (1 1 ) A&&ESSIBLE 3A5.ING 5E4UI5ED A&&ESSIBLE 3A5.ING LANDS&A3E SU00A5< A33529ED E;ISTING 35232SED T2TAL LANDS&A3E S) S) S) T2TAL T5EES 1 3A5.ING LANDS&A3E 11 S) ( RI 1 S))1 S) ( RI S)) S) ( RI S)) *APPROVED COLUMN REPRESENTS THE CONDITIONS PER THE ORIGINAL (1993) PROPOSED DEVELOPMENT PLANS. *EXISTING COLUMN REPRESENTS THE AS-BUILT CONDITIONS CURRENTLY FOUND ON SITE *PROPOSED COLUMN REPRESENTS THE PROPOSED CONDITIONS PER THIS PLAN N ENLARGEMENT PLAN 200 SCALE: 1"=20'-0" 40 PDA20-0001 BL2&. A L2T 1 5E9ISED E;32SITI2N 0ILLS 1 A&5ES ( S)) SITUATED IN T+E &AB . 3G 1 35D&TSU59E< &IT< 2) DENT2N DENT2N &2UNT< TE;AS STONEHILL PD 142 352-E&T S31 DATE 1 LANDSCAPE ARCHITECTS & PLANNERS 212 Elm St. Denton, Texas 76201 ph: 214.783.1715 2:NE5 DE9EL23E5 3LAN 35E3A5E5 OWNER / DEVELOPER NAME Address Phone Number LEGEND PROPOSED FIRELANE PAVING MEDIUM DUTY VEHICLE PAVING PEDESTRIAN CONCRETE PAVING ACCESSIBLE PARKING SIGN 2 ACCESSIBLE PARKING CURB RAMP (TYPE II) EXISTING LANDSCAPE AREAS LIGHT DUTY VEHICLE PAVING ACCESSIBLE PARKING SPACE TRASH/RECYCLE RECEPTACLES W/6' MASONRY SCREEN WALL1 NOTE: DIMENSIONS OF SOD PLACEMENT ARE TYPICAL. CONTRACTOR TO PROVIDE SOD AT ALL DISTURBED AREAS EVEN IF NOT SPECIFCALLY DIMENSIONED ON PLANS NEW LANDSCAPE INTERSTATE 35WESTGATE DR. 380 WESTGATE DR. BARROW DR. PROJECT SITE LOCATION MAPN DETAIL PLAN L2.0 *** DISCLAIMER NOTE: -EXISTING ELECTRICAL UTILITY LINE SHOWN WITHIN BUILDING 1 IMPROVEMENTS PROVIDED FOR GRAPHICAL INFORMATION ONLY. EXISTING LINE DOES NOT REFLECT EXACT LINE LOCATION VIA SURVEY, AS-BUILT RECORDS OR SUE. -PROPOSED ELECTRIC UTILITY LINE TO SERVICE NEW BUILDING 1 SHOWN FOR GRAPHIC PURPOSES ONLY. FINAL DESIGN WILL BE PREPARED BY LICENSED PE. PLANT MATERIAL SCHEDULE QUANTITY COMMON NAME BOTANICAL NAME CAL.HT.SPREAD CONT.REMARKS TREES 4 BOSQUE LACEBARK ELM ULMUS PARVIFOLIA 'UPMTF'3"12'4'B&B FULL & MATCHED, STRAIGHT TRUNK 6 CEDAR ELM ULMUS CRASSIFOLIA 3"12'4'B&B FULL & MATCHED, STRAIGHT TRUNK 6 RED OAK QUERCUS SHUMARDII 3"12'4'B&B FULL & MATCHED, STRAIGHT TRUNK SHRUBS / LG. PERENNIALS 54 DWARFBURFORD HOLLY ILEX CORNUTA BURFORDII 'PYGMY'-36" MIN.36" MIN.36" O.C. TRIANGULAR SPACING OR AS SHOWN ON PLANS TURF GRASS 6,631 sf BERMUDA GRASS SOD CYNODON DACTYLON HAND - LAID SOD PANELS PLANT SYMBOL LEGEND BOSQUE ELM CANOPY TREES TURF BERMUDA SOD CEDAR ELM RED OAK EXISTING TREE DWARF BURFORD HOLLY SHRUBS / LG. PERENNIALS PDA20‐0001 Stonehill Rendering –Front Façade PDA20‐0001 Stonehill Rendering –Side View PDA20-0001 STONEHILL CENTER Planned Development (PD) Amendment Project Narrative February 4, 2020 Stonehill Center is an existing shopping center also known as the “Factory Stores” located at the southeast intersection of I-35 North and North Loop 288, currently zoned PD-142. The original PD Ordinance and Detailed Plan were approved in 1993 and the property encompasses 19.67 acres with four existing retail/commercial buildings totaling 140,705sqft. PD-142 permits a variety of commercial and industrial uses, including institutions of religious or philanthropic nature, business or trade school, retail, and offices are all permitted uses. A PD Amendment was made in 2014 to permit an additional ground sign. The purpose of this proposed PD Amendment is to construct a build-to-suit single tenant building for Workforce Solutions on North Texas totaling 30,000 sqft in the location identified as Building 1 on the Detailed Plan. This would amend the existing PD Building 1 allowable square footage from 37,472 (never constructed) to a reduced footprint of 30,000 sqft. Additional changes to the PD include: • The reduction of existing parking spaces from 945 spaces (1:181) to 828 spaces (1:212). • The addition of four landscaping beds totaling 955.3 sqft of pervious surface; and the addition of 20 trees to be located within the new landscape beds, the I-35 street buffer and existing parking islands, as shown on the proposed Detailed Plan. The original PD-142 required a minimum parking ratio of 1 space per 200 (1:200) square feet of retail/commercial use; however the total parking count approved in the original PD was up to 1056 spaces (1:162). There is a parking field shown on the eastern edge of the 1993 Detailed Plan that was never constructed, so the current parking count for the project is 945 (1:181). Additionally, although five buildings were proposed/approved in the 1993 Detailed Plan, only 4 of the 5 buildings were constructed. This proposed PD Amendment is to construct the fifth building in the same location as originally proposed, at 30,000sqft instead of 37,472sqft. The Detailed Plan shows the location of the proposed building, new adjacent parking spaces, new landscape beds, and additional tree plantings within existing landscape areas. The property is bounded on the west by Interstate 35 and bounded on the north by Loop 288. Surrounding land uses are largely undeveloped to date, with a restaurant directly adjacent on the north, a small amount of single-family to the southeast, and some light industrial uses to the west on the other side of I-35. The Future Land Use Plan designates this area as Business Innovation. The property is adequately served with water and wastewater, including a looped 8” water line serving the development and an 8” gravity sewer line. The property has two access points off of the I-35 service road and a third access point off of Westgate Drive to the south. The proposed changes to PD-142 are limited to changing the square footage of Building #1, adding landscape areas, and adding trees. The architectural renderings are consistent with the overall architecture of the built project. We respectfully submit this application for a PD Amendment to PD-142 on behalf of our client, the current property owner and developer, LAD Ventures LLC. Sincerely, Aimee Bissett, CEcD Managing Partner NorthBridge Consultants I-35 SERVICE RDL O O P 2 8 8 BONNIE BRAEI 35WESTGATEELM WINDSORFARMSFM 1173 CARRIAGEFLADGER CANDY BARROW WINDSOR S A V IL L S T E PHENWESTGLEN MARSHALLCINDYETONHAMPTON I -3 5 R a m p BRAYVILLAGESCHUYLER SOUTHWAYOVERLOOKLOOKOUTRINEY DARBYJOHN COFFEY BARTHOLD FUTUREBRONCO P R I VAT E PDA20-0001Notification Map 0 770 1,540385Feet The City of Denton has prepared maps for departmental use. These are not official maps of the City of Denton and should not be used for legal, engineering or surveying purposes but rather for reference purposes. These maps are the property ofthe City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed orimplied, are provided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. SITE Parcels Roads COD ETJ NAA 8/1/20 µ Date: 4/20/2020 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 200ft Buffer 500ft Buffer Da PDA20-0001a Stonehill Center 1 May 19, 2020 City Council 1 Request & Site Data Detailed Plan amendment for Planned Development 142, Stonehill Center, to add a 30,000 square foot building for Workforce Solutions of North Texas. The 19.6-acre property is generally located at the northeast corner of the I- 35 Northbound Service Road and Westgate Drive 5/19/2020 File ID: PDA20-0001a 2 PD’s prior to 2019 DDC* 1991 Development Code: encourage flexible, creative planning to ensure the compatibility of uses and superior design, amenities, open space, and/or environmental or historic preservation 1.General Concept Plan: The first step. Establishes general guidelines for the district by identifying land use types, approximate street locations, and project boundaries. The General Concept Plan remains in effect until the property is rezoned or the Plan is amended. 2.Detailed Plan: The final step in the process containing the details of development for the property. If construction does not commence within 24 months, the Detailed Plan automatically expires. 5/19/2020 File ID: PDA20-0001a 3 *Ordinance DCA18-0009u Valid PDs in existence prior to the adoption of the 2019 DDC--governed by the zoning and development regulations established by their respective PDs. PD 142: Concept Plan 5/19/2020 4File ID: PDA20-0001a PD 142 PD 115 PD-142 established in 1991 (245 acres) with approval of a concept plan, permitted uses, and development standards. (1st step in 2-step process) PD 142: Detailed Plan 5/19/2020 5File ID: PDA20-0001a On April 22, 1992, a Detailed Plan depicting four multi-tenant retail buildings arranged in a horseshoe pattern and 806 parking spaces was approved. (2nd step in 2-step process) 5/19/2020 6File ID: PDA20-0001a Modifications followed, resulting in the Detailed Plan from 1993, which depicts the existing buildings 2-5. Building 1 was not constructed, therefore approval expired 1 2 3 45 PD 142: Detailed Plan Current Proposal: Site Layout File ID: PDA20-0001a 7 Existing •4 commercial buildings (26,000- 47,000 sq ft) •945 parking spaces (1:169) •3 access points Proposed •One commercial building (30,000 sq ft) •Landscaping •Access to remain unchanged Extends through commercial lot and connects to Loop 288 Connects to I35 Frontage Connects to Westgate 5/19/2020 5/19/2020 8 Proposed •Parking reduction to 828 spaces (1:206) •17,800 sq ft of landscaping (8,028 required) •16 large-and medium canopy trees •Canopy increase of 16,802 sq ft •Replace screen hedge •Vehicular circulation pattern unchanged Current Proposal: Site Layout File ID: PDA20-0001a 5/19/2020 9 Current Proposal: Architectural Elements File ID: PDA20-0001a Approval Criteria (Section 35-152 of the 1991 Ordinance) File ID: PDA20-0001a5/19/2020 10 1.The plan complies with the General Concept Plan or development plan approved for the property 2.The plan provides for a compatible arrangement of buildings and land uses and would not adversely affect adjoining neighborhoods or properties outside the plan; 3.The plan provides for the adequate and safe circulation of vehicular traffic; and 4.The plan is in substantial compliance with the landscape, sign, subdivision, and other regulations of the city, or, if not, the plan offers corresponding benefits that merit deviation from those regulations. 1. Compliance with Concept Plan 5/19/2020 11 ✓The purpose of PD-142 was to create an “Urban Center” with commercial, retail, office, light industrial, and multi-family housing to serve as a hub for economic activity and employment. ✓Previous Detailed Plans did not permit specific uses-- the approvals were limited to building arrangement, parking areas, signage, and landscaping. ✓When a particular tenant seeks a certificate of occupancy within PD-142, staff refers to the listing of permitted uses in Ordinance 91-101 for guidance. ✓Uses permitted. Proposed offices and a public community center uses are permitted ✓Dimensions. Proposal meets dimensional requirements for commercial and institutional uses File ID: PDA20-0001a •Arrangement: •The proposed building is consistent with the general building scale, architectural themes, and established building footprint pattern •Completes the unified development established with the original plans •Minimal impacts to onsite uses: Daily activities typically associated with office and community center uses create minimal nuisances (noise, odor, light, hours of operation) •Traffic: ITE Trip Generation Rates, 10th Edition: 30,000-square foot general office building would generate approximately 292 trips per 24-hour weekday, with 44 morning peak trips and 43 evening peak trips File ID: PDA20-0001a5/19/2020 12 2. Compatible arrangement + affect adjoining properties outside the plan 1.No vehicular connection between the future Westgate Drive/Bronco Way & neighborhood •Physical separation •Minimal impacts typically generated by office and institutional; adverse impacts not anticipated 2.New DHS campus accessed off Westgate Drive/Bronco Way •Commercial land uses are generally compatible with high school campus •Adverse impacts are not anticipated 3.New residential subdivision (368 single-family) •Buffered from the future residential development by an undeveloped tract. •Minimal impacts typically generated by office and institutional uses File ID: PDA20-0001a5/19/2020 13 2. Compatible arrangement + affect adjoining properties outside the plan 1. Existing Residential 2. Future DHS 3. Future Residential ✓Onsite •Access to the site will remain unchanged •Proposal maintains existing circulation pattern. •Proposal will decrease the number of onsite parking spaces from 945 to 828--overall parking ratio of 1:206 square feet of building area, exceeding the DDC minimum parking requirements for similar developments. ✓Offsite •Surrounding arterial network (Loop 288, Hwy 377, I- 35, Bonnie Brae) provides adequate access for the existing and future development •Future extension of Westgate Road/Bronco Way will provide additional connectivity toward the east 5/19/2020 File ID: PDA20-0001a 14 3. Adequate and safe circulation of vehicular traffic 1988 Landscape Code ✓Street Yard Landscaping. Minimum of 20% landscaping + one tree per 2,500 square feet of total street yard. •Current request: 40,140 square feet of street yard; requires 8,028 square feet of landscaping + 16 trees; proposes 17,800 square feet of landscaping + 16 medium and large canopy trees ✓Parking Lot Landscaping. Must provide 5% in street yard (landscape islands, peninsulas, or medians) •Current request: 20,800 square feet of parking lot within street yard; requires 1,040 square feet of landscaping; proposes, 2,930 square feet of parking lot landscaping ✓Parking Lot Screening. Screen parking lots using either a berm, a masonry wall, or an evergreen hedge (combined with the trees planted as part of the street yard landscaping). ✓Current request: evergreen hedge will be replaced with 54 Dwarf Buford Holly shrubs 5/19/2020 File ID: PDA20-0001a 4. Substantial compliance with the landscape, sign, subdivision, and other regulations of the city 15 Public Outreach •Newspaper Ad: April 19, 2020 •Website Notice: April 23, 2020 •Property Posted: April 8, 2020 •Mailed Notices: •200 ft. Public Notices certified mail: 6 •500 ft. Courtesy Notices via regular mail: 42 •Responses: In Opposition: 0 In Favor: 0 Neutral: 0 •Neighborhood Meetings: not held 5/19/2020 File ID: PDA20-0001a 16 5/19/2020 File ID: PDA20-0001a 17 Recommendation The Planning and Zoning Commission recommended approval of the request (7-0) on May 6, 2020 Staff recommended approval of the Detailed Plan amendment as it is consistent with Section 35-152 of the ’91 Ordinance. The site plan, landscape plan, and sample building elevations specify the following, which will be incorporated into the ordinance. Staff shall have the ability to approve minor modifications to the plan in accordance with Section 35-158 of the ’91 Ordinance: 1.One (1) single-story, 30,000-square foot building may be constructed in addition to the existing 4 buildings. 2.Maximum parking onsite of 828 (eight hundred twenty-eight) spaces. 3.Ten (10) large canopy trees and six (6) medium canopy trees must be planted in the area between the front building line and right-of-way. 4.Architecture for all buildings must maintain consistent themes and include the following elements: 1.Colonnade for a minimum of fifty (50) percent of the facade facing public areas 2.Varied roof parapet line for fifty (50) percent of the facade facing public areas 3.Decorative tower on at least two (2) corners. The tower must be a minimum of five (5) feet taller than the surrounding roof line. 1 Minutes 1 Planning and Zoning 2 May 6, 2020 3 4 After determining that a quorum was present, the Planning and Zoning Commission of the City of 5 Denton, Texas convened in a Work Session on Wednesday, May 6, 2020 at 5:30 p.m. in the 6 Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the 7 following items were considered: 8 9 PRESENT: Chair Andrew Rozell. Commissioners: Margie Ellis, Tim Smith, Ronnie 10 Anderson, Brian Beck, and Mat Pruneda. 11 12 ABSENT: Commissioner Jason Cole 13 14 STAFF: Richard Cannone, Cynthia Kirchoff, Hayley Zagurski, Julie Wyatt, Cindy 15 Jackson, Karina Maldonado, and Cathy Welborn. 16 17 Note: Chair Andrew Rozell, Vice Chair Margie Ellis and Commissioners Ronnie Anderson, 18 Brian Beck, Jason Cole, Mat Pruneda, and Tim Smith will be participating in the work 19 session and regular meeting via video/teleconference. 20 21 WORK SESSION 22 23 Chair Rozell opened the Works Session at 5:36 p.m. 24 25 Chair Rozell stated Commissioner Cole is currently absent. 26 27 1. Citizen Comments on Consent Agenda Items 28 29 None. 30 31 2. Clarification of agenda items listed on the agenda for this meeting 32 33 The Commission had no changes to the April 8, 2020 meeting minutes. Commissioner Beck 34 requested clarification on Consent Agenda item 2C. Hayley Zagurski, Senior Planner, presented 35 Consent Agenda item 2C. The Commission had no further question regarding the Consent Agenda. 36 37 Chair Rozell stated Commissioner Cole is now in attendance for the Work Session. 38 39 Hayley Zagurski, Senior Planner, presented Item for Individual Consideration 3A. A discussion 40 followed. 41 42 Chair Rozell stated Public Hearing item 4A is being postponed and a vote to postpone will be 43 required. 44 45 Julie Wyatt, Senior Planner, presented Public Hearing item 4B. A discussion followed. 46 2 1 Cindy Jackson, Senior Planner, presented Public Hearing item 4C. A discussion followed. 2 3 Hayley Zagurski, Senior Planner, presented Public Hearing item 4D. A discussion followed. 4 5 Chair Rozell closed the Work Session at 6:42 p.m. 6 7 REGULAR MEETING 8 9 The Planning and Zoning Commission convened in a Regular Meeting on Wednesday, May 6, 10 2020 at 6:30 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney at which 11 time the following items were considered: 12 13 PRESENT: Chair Andrew Rozell. Commissioners: Margie Ellis, Tim Smith, Ronnie 14 Anderson, Brian Beck, Jason Cole and Mat Pruneda. 15 16 ABSENT: None. 17 18 STAFF: Richard Cannone, Cynthia Kirchoff, Hayley Zagurski, Julie Wyatt, Cindy 19 Jackson, Karina Maldonado, and Cathy Welborn. 20 21 Chair Andrew Rozell opened the Regular Meeting at 6:43 p.m. 22 23 1. CONSIDER APPROVAL OF THE PLANNING AND ZONING COMMISSION MINUTES 24 FOR: 25 A. Consider approval of the April 8, 2020 meeting minutes. 26 27 Commissioner Tim Smith motioned to approve the April 8, 2020 meeting minutes. Motion 28 seconded by Commissioner Margie Ellis. Motion carried 7-0. 29 30 A YES (7): Chair Andrew Rozell. Commissioners: Margie Ellis, Tim Smith, Jason Cole, Brian 31 Beck, Mat Pruneda and Ronnie Anderson. 32 NAYS (0): None. 33 RECUSED (0): None. 34 ABSENT (0): None. 35 ABSTAINED (0): None. 36 37 2. CONSENT AGENDA 38 39 A. Consider a request by Goodhorn Land Holdings, LLC for a Final Plat of the Audra 40 Assisted Living Center Addition. The approximately 15.254-acre site is generally located 41 on the north side of the Audra Lane, 513 feet west of South Loop 288 in the City of Denton, 42 Denton County, Texas. (FP19-0022, Audra Assisted Living Center Addition, Julie Wyatt) 43 44 B. Consider a request by Brian Satagaj of Halff Associates, Inc., on behalf of Oncor 45 Electric Delivery Company, for approval of a Preliminary Plat of Blagg Addition. The 46 3 approximately 3.27-acre site is generally located on the north side of Blagg Road, 1 approximately 450 feet east of Geesling Road, in the City of Denton, Denton County, 2 Texas. (PP20-0008, Oncor Substation, Karina Maldonado). 3 4 C. Consider a request by CDI Lillian Land LLC and CDI TLE Denton LLC for approval 5 of changes to a plat note for the Final Replat of Lots 6R1, 6R2, and 6R3, Block A, Teasley 6 Commons Addition. The approximately 2.66-acre property is generally located on the west 7 side of Teasley Lane, approximately 620 feet south of the intersection of Teasley Lane and 8 Wind River Lane in the City of Denton, Denton County, Texas. (FR19-0020, Teasley 9 Commons, Hayley Zagurski) 10 11 Commissioner Tim Smith motioned to approve the Consent Agenda. Motion seconded by 12 Commissioner Ronnie Anderson. Motion carried 7-0. 13 14 A YES (7): Chair Andrew Rozell. Commissioners: Margie Ellis, Tim Smith, Jason Cole, Brian 15 Beck, Mat Pruneda and Ronnie Anderson. 16 NAYS (0): None. 17 RECUSED (0): None. 18 ABSENT (0): None. 19 ABSTAINED (0): None. 20 21 3. ITEMS FOR INDIVIDUAL CONSIDERATION 22 23 A. Consider a request by WB Denton Land, LP for approval of a Site Plan for single-family 24 detached and single-family attached residences to be constructed within the Rayzor Ranch 25 Marketplace Residential Area. The approximately 40.06-acre property is generally on the 26 west side of North Bonnie Brae Street, approximately 1,400 feet north of West University 27 Drive (US 380) in the City of Denton, Denton County, Texas. (ZCP20-0002, Residences 28 at Rayzor Ranch, Hayley Zagurski) 29 30 Hayley Zagurski, Senior Planner, presented Item for Individual Consideration 3A. A discussion 31 followed. 32 33 Commissioner Tim Smith motioned to approve Item for Individual Consideration 3A. Motion 34 seconded by Commissioner Mat Pruneda. Motion carried 7-0. 35 36 A YES (7): Chair Andrew Rozell. Commissioners: Margie Ellis, Tim Smith, Jason Cole, Brian 37 Beck, Mat Pruneda and Ronnie Anderson. 38 NAYS (0): None. 39 RECUSED (0): None. 40 ABSENT (0): None. 41 ABSTAINED (0): None. 42 43 44 45 46 4 4. PUBLIC HEARINGS 1 2 A. Hold a public hearing and consider making a recommendation to City Council regarding 3 a request by Westview Commercial LP to rezone approximately 142 acres from Mixed-4 Use Regional (MR) District to Light Industrial (LI) District. The site is generally located 5 at the southwest corner of the I-35 Southbound Service Road and FM 1173, in the City of 6 Denton, Denton County, Texas. THE APPLICANT HAS REQUESTED TO POSTPONE 7 THIS ITEM TO A DATE UNCERTAIN. (Z20-0005, Denton Commerce Center, Julie 8 Wyatt) 9 10 Commissioner Tim Smith motioned to indefinitely postpone Public Hearing Item 4A. Motion 11 seconded by Commissioner Brian Beck. Motion carried 7-0. 12 13 A YES (7): Chair Andrew Rozell. Commissioners: Margie Ellis, Tim Smith, Jason Cole, Brian 14 Beck, Mat Pruneda and Ronnie Anderson. 15 NAYS (0): None. 16 RECUSED (0): None. 17 ABSENT (0): None. 18 ABSTAINED (0): None. 19 20 B. Hold a public hearing and consider making a recommendation to City Council regarding 21 a request by LAD Ventures LLC for a Detailed Plan amendment for Planned Development 22 142, Stonehill Center. The 19.6-acre property is generally located at the northeast corner 23 of the I-35 Northbound Service Road and Westgate Drive, in the City of Denton, Denton 24 County, Texas. (PDA20-0001, Stonehill Center Office, Julie Wyatt) 25 26 Julie Wyatt, Senior Planner, presented Public Hearing item 4B. A discussion followed. 27 28 Chair Andrew Rozell opened the Public Hearing. 29 30 The following individuals spoke during the Public Hearing: 31 Alex Payne, 2304 Cavendish Lane, Argyle, Texas 76226. 32 Aimee Bissett, 1117 Joshua Tree Lane, Celina, Texas 75009. 33 34 Chair Andrew Rozell closed the Public Hearing. 35 36 Commissioner Tim Smith motioned to approve Public Hearing Item 4B. Motion seconded by 37 Commissioner Margie Ellis. Motion carried 7-0. 38 39 A YES (7): Chair Andrew Rozell. Commissioners: Margie Ellis, Tim Smith, Jason Cole, Brian 40 Beck, Mat Pruneda and Ronnie Anderson. 41 NAYS (0): None. 42 RECUSED (0): None. 43 ABSENT (0): None. 44 ABSTAINED (0): None. 45 46 5 C. Hold a public hearing and consider making a recommendation to City Council regarding 1 a request by Mark Martin representing Jodo Co., LLC for approval of a Specific Use Permit 2 to allow a 150- foot communications tower. The property is located 3401 Barcelona Street 3 in the City of Denton, Denton County, Texas. (S19-0015, Speed of Light, Cindy Jackson) 4 5 Chair Andrew Rozell opened the Public Hearing, 6 7 Cindy Jackson, Senior Planner, presented Public Hearing item 4C. A discussion followed. 8 9 The following individuals spoke during the Public Hearing: 10 Mark Martin, 100 West Oak Street Ste. 201, Denton, Texas 76201. 11 John Hull, 1310 Chimney Rock Drive, Keller, Texas 76262. 12 13 Chair Andrew Rozell closed the Public Hearing. 14 15 Commissioner Ronnie Anderson motioned to approve Public Hearing item 4C. Motion seconded 16 by Commissioner Mat Pruneda. Motion carried 7-0. 17 18 A YES (7): Chair Andrew Rozell. Commissioners: Margie Ellis, Tim Smith, Jason Cole, Brian 19 Beck, Mat Pruneda and Ronnie Anderson. 20 NAYS (0): None. 21 RECUSED (0): None. 22 ABSENT (0): None. 23 ABSTAINED (0): None. 24 25 D. Hold a public hearing and consider making a recommendation to City Council regarding 26 a request by Sharon Losak McCutchin, in her capacity as (i) Trustee of the Tamara 27 McCutchin Saxe Trust and (ii) Trustee of the McCutchin Marital Non Exempt Trust for an 28 initial zoning of Planned Development (PD) District on approximately 131.94 acres and 29 for a change from Residential 6 (R-6) to a PD District on approximately 14.19 acres. The 30 total 146.14-acre site is generally located south of Allred Road and west of South Bonnie 31 Brae Street and Fort Worth Drive, in the City of Denton, Denton County, Texas. (PD20-32 0001, Sagebrook, Hayley Zagurski). 33 34 Chair Andrew Rozell opened the Public Hearing. 35 36 Hayley Zagurski, Senior Planner, presented Public Hearing item 4D. A discussion followed. 37 38 Zagurski read into the record two responses received by mail. 39 40 The following individual submitted a virtual comment card: 41 Eric Pruett, 2111 Westwood Drive, Denton, Texas 76205. Opposed to the request. 42 43 44 The following individuals spoke during the Public Hearing: 45 Randi Rivera, 111 Hillside Drive, Lewisville, Texas 75057. 46 6 Angela Dominguez, 6250 Allred Road, Argyle, Texas 76226. Opposed to the request. 1 2 Discussion continued. 3 4 Chair Andrew Rozell closed the Public Hearing. 5 6 Commissioner Tim Smith motioned to approve Public Hearing item 4D. Motion seconded by 7 Commissioner Ronnie Anderson. 8 9 Discussion continued. 10 11 Commissioner Ronnie Anderson withdrew his second. Chair Rozell seconded the motion by 12 Commission Tim Smith to approve Public Hearing item 4D. 13 14 The Commission continued the discussion. Pritam Deshmukh, Deputy City Engineer, called in to 15 provide clarification. 16 17 18 Commissioner Margie Ellis motioned to postpone Public Hearing item 4D to the May 20, 2020 19 Planning and Zoning Commission meeting. Motion seconded by Commissioner Jason Cole. 20 Motion carried 7-0. 21 22 A YES (7): Chair Andrew Rozell. Commissioners: Margie Ellis, Tim Smith, Jason Cole, Brian 23 Beck, Mat Pruneda and Ronnie Anderson. 24 NAYS (0): None. 25 RECUSED (0): None. 26 ABSENT (0): None. 27 ABSTAINED (0): None. 28 29 5. PLANNING & ZONING COMMISSION PROJECT MATRIX 30 31 A. Hold a discussion regarding the Planning and Zoning Commission project matrix. 32 33 Richard Cannone, Deputy Director of Development Services, stated Development Services is now 34 accepting all development applications. Cannone also provided an update regarding City Council 35 items. Commissioner Beck questioned if the Planning and Zoning Commission would return to 36 normal schedule. Cannone stated the Commission would return to a regular meeting schedule but 37 was not aware when the Commission will begin meeting in person. Chair Andrew Rozell 38 questioned how a project was retroactively approved. Cannone stated since the meeting was 39 cancelled and under the shot clock the item automatically was approved. 40 41 Chair Rozell closed the Regular Meeting at 9:10 p.m. 42 /////////////////////////////////////// /// /// /// /// /////////////////////SSSSSSSS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSSW W W W W W W W W W W W W W W W W W W W W W WWWWWWWWWWWWWWWWWWWW515.3'100.2'369.6'20.0'106.0'42.0'24.3'IH-35 FRONTAGE ROADWESTGATE DRIVE 100' R.O.W. PER PLAT 15.3'8.2'46.1'CIRF YELLOW "TNP" 80.3' CIRS 107.1'20.0' IRFC 92.6'20.0'107.3'80.3'307.5'67.6'80.8'377.1'36.5'25.8'44.3'20.0'147.5' CIRF 136.3'20.0'350.0'82.8'19.1'20.0'370.0'103.0'1 STORY STUCCO BUILDING 1 STORY STUCCO BUILDING 1 STORY STUCCO BUILDING 1 STORY STUCCO BUILDING40' BUILDING LINE20' UTILITY EASEMENT58' UTILITY EASEMENT 58' UTILITY EASEMENT25' BUILDING LINE 50' UTILITY EASEMENT PER VOL. 3278, PG. 872 R.P.R.D.C.T. CIRS CIRS GRAVEL 16' UTILITY EASEMENT PER PLAT 5' SIDE WALK ESMT. PER PLAT 5.0' SIGN SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS SS CAB. I, PG. 220 P.R.D.C.T. 19.67 ACRES EXPOSITION MILLS LOT 1, BLOCK A CAB. K, PG. 152 P.R.D.C.T. S 89°37'21" E 1275.30'S 00°23'03" W 664.97'N 89°37'22" W 1258.19' N 4 6 ° 2 3 ' 2 4 " W 2 7 . 7 4 'N 03°17'49" W 421.46'N 13°3N 00°LOT 1, BLOCK A, REVISED EXPOSITION MILLS CAB. K, PG. 152 P.R.D.C.T. 856,825 SF /19.67 AC STREET YARD LIMITS STREET YARD LIMITS NEW BUILDING 1 30,000 SF EXISTING BUILDING 2 47,065 SF EXISTING BUILDING 3 26,466 SF EXISTING BUILDING 4 31,981 SF EXISTING BUILDING 5 35,300 SF30' FIRE LANE30' FIRE LANE12'-0" 20'-0", TYP.9'-0", TYP.25' BLDG. SETBACK 30' DRIVEWAY 46' DRIVEWAYR25'-0"6'-0"STREET YARD LIMITSREF. ENLARGEMENT L2.0 765.0' N 01°39'03" E824.0' N 88°20'57" W155.6' N 00°07'03" E19 20 20 20 20 20 20 20 20 20 20 IMPACT AREA BUILDING 1 26' FIRE LANE 300'-0"100'-0"36' DRIVEWAY1 1 1 1 1 1 60'DRIVEWAY30' FIRE LANE 2 EXISTING STREET YARD TREES, TYP. EXISTING SCREEN HEDGE, TYP. SOD LIMIT M FUTURE ELEC. SERVICE SCREENING HEDGE SITE DATA TABLE ( OVERALL SITE ) LOT AREA S) A& B8ILDI1* AREA S) TOTAL LA1DS&A3E AREA S) =O1I1* 3LA11ED DEVELO30E1T (3D) LA1D 8SE RETAIL O))I&E OVERLA< DISTRI&T 1A A33ROVED OVERALL E;ISTI1* OVERALL 3RO3OSED OVERALL *ROSS AREA B8ILDI1* (1E:) S)1A S) B8ILDI1* (E;ISTI1*) S) S) S) B8ILDI1* (E;ISTI1*) S) S) S) B8ILDI1* (E;ISTI1*) S) S) S) B8ILDI1* (E;ISTI1*) S) S) S) TOTAL S) S) S) 3AR.I1* A33ROVED OVERALL E;ISTI1* OVERALL 3RO3OSED OVERALL TOTAL 3AR.I1* ( ) ( ) ( ) A&&ESSIBLE 3AR.I1* RE48IRED A&&ESSIBLE 3AR.I1* TOTAL ( VA1) TOTAL ( VA1) TOTAL ( VA1) 1E: LA1DS&A3E S800AR< A33ROVED OVERALL E;ISTI1* OVERALL 3RO3OSED OVERALL TOTAL LA1DS&A3E S) S) S) TOTAL TREES 3AR.I1* LA1DS&A3E RE48IRED S) ( O) S)) S) ( O) S)) S) ( O) S)) *APPROVED COLUMN REPRESENTS THE CONDITIONS PER THE ORIGINAL (1993) PROPOSED DEVELOPMENT PLANS. *EXISTING COLUMN REPRESENTS THE AS-BUILT CONDITIONS CURRENTLY FOUND ON SITE *PROPOSED COLUMN REPRESENTS THE PROPOSED CONDITIONS PER THIS PLAN PLANT MATERIAL SCHEDULE QUANTITY COMMON NAME BOTANICAL NAME CAL.HT.SPREAD CONT.REMARKS TREES 4 BOSQUE LACEBARK ELM ULMUS PARVIFOLIA 'UPMTF'3"12'4'B&B FULL & MATCHED, STRAIGHT TRUNK 6 CEDAR ELM ULMUS CRASSIFOLIA 3"12'4'B&B FULL & MATCHED, STRAIGHT TRUNK 6 RED OAK QUERCUS SHUMARDII 3"12'4'B&B FULL & MATCHED, STRAIGHT TRUNK SHRUBS / LG. PERENNIALS 54 DWARFBURFORD HOLLY ILEX CORNUTA BURFORDII 'PYGMY'-36"MIN.36" MIN.36" O.C. TRIANGULAR SPACING OR ASSHOWN ON PLANS TURF GRASS 6,631 sf BERMUDA GRASS SOD CYNODON DACTYLON HAND - LAID SOD PANELS OVERALL SITE PLAN 500 SCALE: 1"=50'-0" 100 PDA20-0001 BLO&. A LOT REVISED E;3OSITIO1 0ILLS A&RES ( S)) SIT8ATED I1 T+E &AB . 3* 3RD&TS8RVE< &IT< O) DE1TO1 DE1TO1 &O81T< TE;AS STONEHILL PD 142 3RO-E&T S3 DATE LANDSCAPE ARCHITECTS & PLANNERS 212 Elm St. Denton, Texas 76201 ph: 214.783.1715 O:1ER DEVELO3ER 3LA1 3RE3ARER OWNER / DEVELOPER NAME Address Phone Number LEGEND PROPOSED FIRELANE PAVING MEDIUM DUTY VEHICLE PAVING PEDESTRIAN CONCRETE PAVING ACCESSIBLE PARKING SIGN 2 ACCESSIBLE PARKING CURB RAMP (TYPE II) EXISTING LANDSCAPE AREAS LIGHT DUTY VEHICLE PAVING ACCESSIBLE PARKING SPACE TRASH/RECYCLE RECEPTACLES W/6' MASONRY SCREEN WALL1 N PLANT SYMBOL LEGEND BOSQUE ELM CANOPY TREES TURF BERMUDA SOD NOTE: DIMENSIONS OF SOD PLACEMENT ARE TYPICAL. CONTRACTOR TO PROVIDE SOD AT ALL DISTURBED AREAS EVEN IF NOT SPECIFCALLY DIMENSIONED ON PLANS CEDAR ELM RED OAK EXISTING TREE NEW LANDSCAPE INTERSTATE 35WESTGATE DR. 380 WESTGATE DR. BARROW DR. PROJECT SITE LOCATION MAPN DETAIL PLAN L1.0 OVERALL SITE LAND USE SCHEDULE LAND USE EXISTING PROPOSED OFFICE 40,103 sf (28%)70,103 sf (41%) RETAIL 51,441 sf (37%)51,441 sf (30%) INSTITUTIONAL 5,187 sf (4%)5,187 sf (3%) RECREATIONAL 22,954 sf (16%)22,954 sf (13%) VACANT 21,127 sf (15%)21,127 sf (12%) TOTAL 140,812 sf 170,812 sf *** DISCLAIMER NOTE: -EXISTING ELECTRICAL UTILITY LINE SHOWN WITHIN BUILDING 1 IMPROVEMENTS PROVIDED FOR GRAPHICAL INFORMATION ONLY. EXISTING LINE DOES NOT REFLECT EXACT LINE LOCATION VIA SURVEY, AS-BUILT RECORDS OR SUE. -PROPOSED ELECTRIC UTILITY LINE TO SERVICE NEW BUILDING 1 SHOWN FOR GRAPHIC PURPOSES ONLY. FINAL DESIGN WILL BE PREPARED BY LICENSED PE. DWARF BURFORD HOLLY SHRUBS / LG. PERENNIALS SSSSSSSSSS SSSSSSWW CIRF CIRS N 13°3N 00°NEW BUILDING 1 30,000 SF 30' FIRE LANE30' FIRE LANE11 9 12'-0" 20'-0", TYP.9'-0", TYP.30' DRIVEWAY R25'-0"6'-0"STREET YARD LIMITS19 20 20 20 20 20 20 20 20 20 20 26' FIRE LANE 300'-0"100'-0"36' DRIVEWAY30' FIRE LANE EXISTING SCREEN HEDGE, TYP. SOD LIMIT 2 FUTURE ELEC. SERVICE SCREENING HEDGE SITE DATA TABLE ( BUILDING 1 SITE ) L2T A5EA 1 S) A& BUILDING A5EA S) T2TAL LANDS&A3E A5EA S) =2NING 3LANNED DE9EL230ENT (3D) LAND USE 5ETAIL 2))I&E 29E5LA< DIST5I&T NA 5ETAIL ST25ES A33529ED E;ISTING 35232SED G52SS A5EA BUILDING 1 (NE:) S)NA S) 3A5.ING A33529ED E;ISTING 35232SED T2TAL 3A5.ING 11 (1 )11(NA)1 (1 1 ) A&&ESSIBLE 3A5.ING 5E4UI5ED A&&ESSIBLE 3A5.ING LANDS&A3E SU00A5< A33529ED E;ISTING 35232SED T2TAL LANDS&A3E S) S) S) T2TAL T5EES 1 3A5.ING LANDS&A3E 11 S) ( RI 1 S))1 S) ( RI S)) S) ( RI S)) *APPROVED COLUMN REPRESENTS THE CONDITIONS PER THE ORIGINAL (1993) PROPOSED DEVELOPMENT PLANS. *EXISTING COLUMN REPRESENTS THE AS-BUILT CONDITIONS CURRENTLY FOUND ON SITE *PROPOSED COLUMN REPRESENTS THE PROPOSED CONDITIONS PER THIS PLAN N ENLARGEMENT PLAN 200 SCALE: 1"=20'-0" 40 PDA20-0001 BL2&. A L2T 1 5E9ISED E;32SITI2N 0ILLS 1 A&5ES ( S)) SITUATED IN T+E &AB . 3G 1 35D&TSU59E< &IT< 2) DENT2N DENT2N &2UNT< TE;AS STONEHILL PD 142 352-E&T S31 DATE 1 LANDSCAPE ARCHITECTS & PLANNERS 212 Elm St. Denton, Texas 76201 ph: 214.783.1715 2:NE5 DE9EL23E5 3LAN 35E3A5E5 OWNER / DEVELOPER NAME Address Phone Number LEGEND PROPOSED FIRELANE PAVING MEDIUM DUTY VEHICLE PAVING PEDESTRIAN CONCRETE PAVING ACCESSIBLE PARKING SIGN 2 ACCESSIBLE PARKING CURB RAMP (TYPE II) EXISTING LANDSCAPE AREAS LIGHT DUTY VEHICLE PAVING ACCESSIBLE PARKING SPACE TRASH/RECYCLE RECEPTACLES W/6' MASONRY SCREEN WALL1 NOTE: DIMENSIONS OF SOD PLACEMENT ARE TYPICAL. CONTRACTOR TO PROVIDE SOD AT ALL DISTURBED AREAS EVEN IF NOT SPECIFCALLY DIMENSIONED ON PLANS NEW LANDSCAPE INTERSTATE 35WESTGATE DR. 380 WESTGATE DR. BARROW DR. PROJECT SITE LOCATION MAPN DETAIL PLAN L2.0 *** DISCLAIMER NOTE: -EXISTING ELECTRICAL UTILITY LINE SHOWN WITHIN BUILDING 1 IMPROVEMENTS PROVIDED FOR GRAPHICAL INFORMATION ONLY. EXISTING LINE DOES NOT REFLECT EXACT LINE LOCATION VIA SURVEY, AS-BUILT RECORDS OR SUE. -PROPOSED ELECTRIC UTILITY LINE TO SERVICE NEW BUILDING 1 SHOWN FOR GRAPHIC PURPOSES ONLY. FINAL DESIGN WILL BE PREPARED BY LICENSED PE. PLANT MATERIAL SCHEDULE QUANTITY COMMON NAME BOTANICAL NAME CAL.HT.SPREAD CONT.REMARKS TREES 4 BOSQUE LACEBARK ELM ULMUS PARVIFOLIA 'UPMTF'3"12'4'B&B FULL & MATCHED, STRAIGHT TRUNK 6 CEDAR ELM ULMUS CRASSIFOLIA 3"12'4'B&B FULL & MATCHED, STRAIGHT TRUNK 6 RED OAK QUERCUS SHUMARDII 3"12'4'B&B FULL & MATCHED, STRAIGHT TRUNK SHRUBS / LG. PERENNIALS 54 DWARFBURFORD HOLLY ILEX CORNUTA BURFORDII 'PYGMY'-36" MIN.36" MIN.36" O.C. TRIANGULAR SPACING OR AS SHOWN ON PLANS TURF GRASS 6,631 sf BERMUDA GRASS SOD CYNODON DACTYLON HAND - LAID SOD PANELS PLANT SYMBOL LEGEND BOSQUE ELM CANOPY TREES TURF BERMUDA SOD CEDAR ELM RED OAK EXISTING TREE DWARF BURFORD HOLLY SHRUBS / LG. PERENNIALS PDA20‐0001 Stonehill Rendering –Front Façade PDA20‐0001 Stonehill Rendering –Side View