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Home My WebLink About2020-08-18 Agenda with BackupCity Council City of Denton Meeting Agenda City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com Council Work Session Room12:00 PMTuesday, August 18, 2020 WORK SESSION BEGINS AT 12:00 P.M. IN THE COUNCIL WORK SESSION ROOM REGULAR MEETING BEGINS AT 6:30 P.M. IN THE COUNCIL 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 August 18, 2020 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 August 14, 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 8/19/2020 1 August 18, 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 Work Session on Tuesday, August 18, 2020, at 12:00 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas at which the following items will be considered: 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 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 and hold a discussion regarding an update to the City of Denton’s COVID-19 response. ID 20-1206A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Work Session A - COVID Update 08 18 20 Attachments: Receive a report, hold a discussion, and give staff direction regarding the Economic Development Strategic Plan and additional funding options for economic development. ID 20-1130B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Draft Economic Development Strategic Plan Exhibit 3 - Draft Implementation Matrix Exhibit 4 - Public Comments Exhibit 5 - Presentation - Strategic Plan Exhibit 6 - Presentation - Funding Options Attachments: Receive a report, hold a discussion, and give staff direction regarding the Economic Development Partnership and contract between the City of Denton and the Denton Chamber of Commerce. ID 20-1185C. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Draft Agreement and Work Plan Exhibit 3 - Presentation Attachments: Receive a report, hold a discussion, and give staff direction regarding the General Fund preliminary FY 2020-21 Proposed Budget, Tax Rate, Capital Improvement Program, ID 20-1523D. Page 2 Printed on 8/19/2020 2 August 18, 2020City Council Meeting Agenda and Five-Year Financial Forecast. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Budget Follow Up Memo Exhibit 3 - DEC Presentation Attachments: Receive a report, hold a discussion, and give staff direction regarding potential revisions to the approved pilot/temporary Parklet and Streatery program within the Mixed Use Downtown Core (MD) zoning district. ID 20-1536E. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Presentation Exhibit 3 - July 28 Presentation Attachments: Following the completion of the Work Session, the City Council will convene in a Closed Meeting to consider specific items when these items are listed below under the Closed Meeting section of this agenda. The City Council reserves the right to adjourn into a Closed Meeting on any item on its Open Meeting agenda consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law. 1. Closed Meeting: Deliberations regarding Real Property - Under Texas Government Code Section 551.072; Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss, deliberate, and receive information from staff and provide staff with direction pertaining to the acquisition of real property interests located in the Alexander Hill Survey, Abstract No. 623, Denton County, Texas, generally located in the 800 block of Eagle Drive, a 1.656 acre tract situated at the southeast corner of the Bernard Street / Eagle Drive intersection, City of Denton, Texas. Consultation with the City’s attorneys regarding legal issues associated with the acquisition or condemnation of the real property described above where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas, or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. (Eagle Electric Substation) ID 20-1534A. Deliberations regarding Real Property - Under Texas Government Code Section 551.072. Receive information from staff, discuss, deliberate, and provide staff with direction pertaining to terms and conditions of a potential lease of City-owned property in the BBB & CRR Survey, Abstract No. 185, Denton County, Texas, and located generally south of Parkway Street, between Bolivar Street and North Elm Street, City of Denton, Texas. ID 20-1636B. Page 3 Printed on 8/19/2020 3 August 18, 2020City Council Meeting Agenda 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. 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 COUNCIL CHAMBERS AT CITY HALL, 215 E. MCKINNEY STREET, DENTON, TEXAS AT WHICH THE FOLLOWING ITEMS WILL BE CONSIDERED: 1. PLEDGE OF ALLEGIANCE A. U.S. Flag B. Texas Flag “Honor the Texas Flag – I pledge allegiance to thee, Texas, one state under God, one and indivisible.” 2. PROCLAMATIONS/PRESENTATIONS 3. 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. Queen Janata Montgomery regarding painting Black Lives Matter and the fallen names on the street's on the Square. ID 20-1563a. 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 8/19/2020 4 August 18, 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 information; 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. 4. 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 – H). 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 approval of the minutes of August 4 and August 6, 2020.ID 20-1187A. Exhibit 1 - August 4, 2020 Minutes Exhibit 2 - August 6, 2020 Minutes Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a Professional Services Agreement with Schneider Engineering, LTD., for revisions to the Electric Service Standards for Denton Municipal Electric as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7379 - Professional Services Agreement for revisions to the Electric Service Standards for Denton Municipal Electric awarded to Schneider Engineering, LTD., in the not-to-exceed amount of $150,000). The Public Utilities Board recommends approval (4 - 0). ID 20-1514B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Evaluation Sheet Exhibit 3 - Ordinance and Contract Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a professional services agreement with Stearns, Conrad and Schmidt Consulting Engineers, Inc., dba SCS Engineers, for design services of the gas header, waterline, and road construction at the City of Denton Landfill; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7109-011 - professional services agreement for design services awarded to Stearns, Conrad and Schmidt Consulting Engineers, Inc., dba SCS Engineers, in the not-to-exceed amount of $69,645). The Public Utilities Board recommends approval (4 - ID 20-1516C. Page 5 Printed on 8/19/2020 5 August 18, 2020City Council Meeting Agenda 0). Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Contract Attachments: Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a third amendment to a Professional Services Agreement between the City of Denton and GL PwrSolutions Inc., amending the contract approved by City Council on February 5, 2013, in the not-to-exceed amount of $857,469.06; amended by Amendment 1 approved by the City Manager; amended by Amendment 2 approved by the City Council; said third amendment to continue to provide compliance, studies, modeling, and other professional services for Denton Municipal Electric’s transmission and generation assets as required by regulatory agencies including the Federal Energy Regulatory Commission (FERC), North American Electric Reliability Corporation (NERC), Texas Reliability Entity (TRE), and the Electric Reliability Council of Texas (ERCOT); providing for the expenditure of funds therefor; and providing an effective date (File 5148 - providing for an additional third amendment expenditure amount not-to-exceed $284,259, with the total contract amount not-to-exceed $2,253,668.14). The Public Utilities Board recommends approval (4 - 0). ID 20-1517D. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Original Ordinance and Contract Exhibit 3 - Amendment 1 Exhibit 4 - Ordinance and Amendment 2 Exhibit 5 - 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 Ennis-Flint, Inc. dba Ennis Paint, Inc., for the purchase of pavement markers inventory parts to be stocked in the City of Denton Distribution Center; providing for the expenditure of funds therefor; and providing an effective date (IFB 7397 - awarded to Ennis-Flint, Inc. dba Ennis Paint, Inc., for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $475,000). ID 20-1518E. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance and Contract Attachments: Consider adoption of an ordinance of the City of Denton adopting an updated Downtown Reinvestment Grant Program Policy for the Downtown Reinvestment Grant Program; providing a repealer, and providing an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No. 1 Board recommends approval (6-0). ID 20-1521F. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Downtown Reinvestment Grant Program (Redline) Exhibit 3 - Scoring Sheet (Redline) Exhibit 4 - Ordinance and Policy Attachments: Consider adoption of an ordinance of the City of Denton, Texas approving the Denton ID 20-1539G. Page 6 Printed on 8/19/2020 6 August 18, 2020City Council Meeting Agenda Firemen’s Relief and Retirement Fund actuarial valuation as of December 31, 2019; and providing an effective date. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance Exhibit 3 - Ordinance 2017-387 Attachments: Consider adoption of an ordinance of the City of Denton, Texas, providing for an in-kind contribution of 130 cubic yards of the City’s dyno-dirt compost to Friends of Shiloh Garden, a local non-profit agency, for use by it to grow produce at the Shiloh Field Community Garden which will be distributed to food insecure individuals and families; and, providing an effective date. ID 20-1625H. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Letter from Mr. Pat Smith Exhibit 3 - Ordinance Attachments: 5. ITEMS FOR INDIVIDUAL CONSIDERATION Consider nominations/appointments to the City’s Economic Development Partnership Board. ID 20-1445A. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Ordinance No. 2017-203 Exhibit 3 - Presentation Attachments: Consider adoption of an ordinance of the City of Denton, Texas, a Texas home-rule municipal corporation, granting to Atmos Energy Corporation, Mid-Tex Division, a Texas and Virginia Corporation, its successors and assigns, a non-exclusive franchise to furnish, transport, and supply natural gas to the general public in the City of Denton and Denton County, Texas, to construct maintain and operate pipelines and equipment in the City of Denton, Texas, for the transportation, delivery, sale, and distribution of natural gas in, out of and through said city for all purposes; providing for the payment of a fee or charge for the use of the public rights-of-ways; providing that such fee shall be in lieu of other fees and charges, excepting Ad valorem taxes; repealing all previous Atmos Energy Gas Franchise Ordinances; prescribing the terms, conditions, obligations and limitations under which such franchise shall be exercised; a most favored nations clause; a severability clause; and providing an effective date. ID 20-1526B. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Proposed Ordinance Exhibit 3 - Presentation Exhibit 4 - Ord. 2001-484 Exhibit 5 - Ord. 2002-202 Exhibit 6 - Ord. 2002-288 Exhibit 7 - Ord. 2008-179 Exhibit 8 - Atmos Extension Letter Attachments: Page 7 Printed on 8/19/2020 7 August 18, 2020City Council Meeting Agenda Consider approval of a resolution of the City Council of the City of Denton, Texas placing a proposal on the September 22, 2020, City Council public meeting agenda to adopt a 2020 Tax Rate that will not exceed the lower of the no-new-revenue tax rate or the voter approval tax rate; calling a public meeting on a tax rate to be held on September 15, 2020, and calling a budget public hearing on the Fiscal Year 2020-2021 Annual Program of Services of the City of Denton to be held on September 15, 2020; requiring publication of notices of the public meetings and hearing in accordance with the law; requiring the posting of the notices of the public meetings and hearing on the City’s Internet website; requiring the posting of the notices on the City’s public access channel; and providing an effective date. ID 20-1584C. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Resolution Exhibit 3 - Staff Presentation Attachments: Consider approval of a resolution of the City of Denton regarding the creation of the Denton County Municipal Utility District No. 16 (OLEX MUD), encompassing approximately 553 acres of land, located north of Old Stoney Road, south of Jackson Road, and west on FM 156, within Division 2 of the Extraterritorial Jurisdiction of the City of Denton, Texas; and providing an effective date. ID 20-1379D. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Draft Resolution Exhibit 3 - Resolution Exhibit A - Map of ETJ Exhibit 4 - Resolution Exhibit B - Petition for Consent Exhibit 5 - Resolution Exhibit C - Conceptual Master Plan Exhibit 6 - Kimley Horn memo dated June 17, 2020 Exhibit 7 - Presentation Attachments: Consider adoption of an ordinance of the City of Denton, Texas regarding the Development and Consent Agreement with VS Development, LLC and Olex (United States), Inc. concerning the Denton County Municipal Utility District No. 16 and other related matters; and providing an effective date. ID 20-1496E. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Draft Ordinance Exhibit 3 - Ordinance Exhibit A - Development and Consent Agreement Attachments: Consider approval of a resolution of the City of Denton, Texas approving an application for a partial tax exemption of designated historic sites, in accordance with Chapter 10, Article VI, Sections 10-126 through 10-129 of the Denton Municipal Code of Ordinances, for a Local Historic Landmark, located at 923 West Oak Street in the Oak-Hickory Historic District (OHH), generally located on the south side of West Oak Street, between Denton Street and Welch Street; providing for severability; and providing an effective date. (HL20-0008, 923 W Oak Street - Tax Exemption, Ron Menguita) HL20-0008aF. Page 8 Printed on 8/19/2020 8 August 18, 2020City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Site Location Map Exhibit 3 - Oak-Hickory Historic District Map Exhibit 4 - Chapter 10, Article VI, Sections 10-126 through 10-129 Exhibit 5 - Application Exhibit 6 - Photos Exhibit 7 - July 13, 2019 Draft HLC Meeting Minutes Exhibit 8 - Draft Resolution Exhibit 9 - Ordinance Exhibit A Legal Description Exhibit 10 - Presentation Attachments: 6. PUBLIC HEARINGS Hold a public hearing and consider making a recommendation to City Council regarding a request by Forestar Real Estate Group, Inc. for a Concept Plan amendment and Detailed Plan approval to Sections J & K of Planned Development 132, The Preserve at Pecan Creek. The 7.2-acre property is generally located at the southwest corner of Lakeview Boulevard and Edwards Road, in the City of Denton, Denton County, Texas. CONSIDERATION OF THIS ITEM HAS BEEN POSTPONED TO THE SEPTEMBER 1, 2020 CITY COUNCIL MEETING. (PDA19-0004, Preserve at Pecan Creek J & K Amendment, Julie Wyatt) PDA19-0004bA. Exhibit 1 - Agenda Information SheetAttachments: Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas approving a Specific Use Permit to allow for a Multi-Family Dwelling use on approximately 4 acres of land generally located on the north side of Mingo Road, approximately 150 feet southwest of Boyd Street in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. The Planning and Zoning Commission voted 6-0 to recommend approval of the request with conditions. (S19-0013a, Mingo Road Apartments, Julie Wyatt) S19-0013aB. Page 9 Printed on 8/19/2020 9 August 18, 2020City Council Meeting Agenda Exhibit 1 - Agenda Information Sheet Exhibit 2 - Planning Staff Analysis Exhibit 3 - Aerial Map Exhibit 4 - Future Land Use Map Exhibit 5 - Previous SUP Ordinance S17-0006a Exhibit 6 - Concept Plan Exhibit 7 - Landscape Plan Exhibit 8 - Conceptual Architectural Elevations Exhibit 9 - LLC Members List Exhibit 10 - Notification Map and Responses Exhibit 11 - Presentation Exhibit 12 - July 22, 2020 Planning and Zoning Meeting Minutes Exhibit 13 - Draft Ordinance Attachments: Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas regarding an Alternative Environmentally Sensitive Area Plan for approximately 213.9-acres of land generally located north of the 3500-3600 block of Roselawn Drive and the east side of the Kansas City Southern Railroad tracks in the City of Denton, Denton County, Texas; adopting an amendment to the City’s official Environmentally Sensitive Areas map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. (AESA20-0003, Forestar Rayzor, Christi Upton). AESA20-000 3c C. Exhibit 1 - Agenda Information Sheet Exhibit 2 - Staff Analysis Exhibit 3 - Site Location Map Exhibit 4 - Existing Zoning Map Exhibit 5 - Environmentally Sensitive Areas Map Exhibit 6 - Rayzor Forestar AESA Restoration Plan Updated 07102020 Exhibit 7 - Project Narrative Exhibit 8 - Approved Preliminary Plat Exhibit 9 - ESA Field Assessments Exhibit 10 - Notification Map and Response Exhibit 11 - Community Participation Report Exhibit 12 - Draft Ordinance Exhibit 13 - Staff Presentation Attachments: 7. CONCLUDING ITEMS Page 10 Printed on 8/19/2020 10 August 18, 2020City Council Meeting Agenda 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 14 day of August, 2020 at 5:03 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 11 Printed on 8/19/2020 11 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1206,Version:1 AGENDA CAPTION Receive a report and hold a discussion regarding an update to the City of Denton’s COVID-19 response. City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™12 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM/ DCM/ ACM: Todd Hileman DATE: August 18, 2020 SUBJECT Receive a report and hold a discussion 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. 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, May 12, May 19, May 29, June 9, June 16, June 23, June 30, July 21, and August 4. 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) July 28 – Council approved a New Eighth Order (Ordinance #20-1423) June 30 – On June 26, Council approved a New Seventh Order (Ordinance #20-1255) June 23 – Council extended the Declaration of Disaster (Ordinance #20-1199) May 29 – Council extended the Declaration of Disaster and Approved a New Order 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 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 13 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 March 13 – Mayoral Declaration of Local Disaster and Order EXHIBITS Exhibit 1 – Agenda Information Sheet Respectfully submitted: Sarah Kuechler Chief of Staff 14 Work SessionUpdate on COVID-19 ResponseAugust 18, 20201Tuesday, August 18, 202015 Background2•Staff provided updates on the City’s response to COVID-19 during 17 prior work sessions •March 17, March 20, March 31, April 6, April 21, April 30, May 5, May 12, May 19, May 29, June 9, June 16, June 23, June 26, June 30, July 21, and August 4•Local Disaster Declarations and Orders for Public Health Emergency in effect through August 31, 2020•On June 23, Council extended the current disaster declaration (Ordinance #20-1199)•On July 28, Council approved an 8thOrder (Ordinance #20-1423)Tuesday, August 18, 202016 Overview of Updates1. Intergovernmental Updates2. Housing and Utility Assistance3Tuesday, August 18, 202017 1. Intergovernmental Updates418 Denton County Public Health•Denton County COVID-19 Statistics•Available at DentonCounty.gov/COVIDstats•Presentations to Denton County Commissioner’s Court on Tuesday mornings; videos are streamed live and archived here: DentonCounty.gov under Government Agendas, Minutes, and Videos•DCPH Weekly Recurring Testing Center•Fridays, appointments beginning at 8 a.m.•Register by calling (940) 349-2585 Monday-Friday between 8 a.m. to 5 p.m.•University of North Texas – Discovery Park, 3940 N Elm St., Denton, TX 76207•DCPH Weekly Alternating Testing Sites•Tuesdays in different locations throughout the County, by appointment only •Visit DentonCounty.gov/COVID19testing or follow Denton County Public Health on social media to learn more5Tuesday, August 18, 202019 Federal Actions•Discussions regarding additional COVID-19 relief remain ongoing between House, Senate, and White House•President announced some executive actions regarding COVID-19 on August 8; however, it remains to be seen whether any of the actions can be implemented and how they will be implementedoAn Executive Order instructing HUD to find additional rental assistance in its budget, among other thingsoA Memorandumdesigned to extend unemployment benefits, but at a lower level than the CARES ActoA Memorandum designed to allow for deferring the employee share of Social Security payroll tax payments through the end of the yearoA Memorandumdesigned to allow for some student loan payment relief•In addition, there will likely be court challenges to some or all the executive actions6Tuesday, August 18, 202020 2. Housing and Utility Assistance721 Housing and Utility Assistance•Eviction Prevention Program thru UWDC COVID-19 Relief Fund •Assisted 385 households in the City of Denton•Assisted 1,239 households county-wide with $1,523,689 expended •Utility Assistance•Utilizing Interfaith Ministries (non-COVID) and UWDC (COVID) for assistance•Customers are encouraged to call Customer Service at (940) 349-9700 to get connected to assistance and to avoid a disconnection of utility service•Disconnects were postponed until Tues, Aug. 18 due to consistent temperatures of 100 degrees or more8Tuesday, August 18, 202022 Emergency Shelter•Alternative Shelter Arrangement•70 rooms at one hotel for individuals and 10 rooms at another hotel for families•Extended through the end of October; cost included the City’s COVID-19 CRF budget•Continued partnership with Monsignor King Outreach Center, Our Daily Bread, and Grace Like Rain for management of hotels and continued focus on housing individuals•MKOC Shelter at 300 Woodrow Lane•Open Monday, Tuesday, and Wednesday nights from 6:30 p.m. to 8:00 a.m. and inclement weather whenever possible using volunteers•Open at 1/3 of its capacity (32 beds) to accommodate safe distancing and other safety measures9Tuesday, August 18, 202023 Questions?10Tuesday, August 18, 202024 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1130,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding the Economic Development Strategic Plan and additional funding options for economic development. City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™25 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Economic Development ACM/CFO: David Gaines DATE: August 18, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the Economic Development Strategic Plan and additional funding options for economic development. BACKGROUND In 2019, the City engaged economic development consulting firm TIP Strategies to lead Denton’s comprehensive economic development strategic planning process. Since November 2019, staff and the TIP team have worked together to develop a strategic plan for economic development that outlines a specific vision for Denton, as well as the strategies and tactics to bring the vision to fruition. Community members and various internal and external stakeholders were engaged throughout the process, with the Economic Development Partnership Board serving as the primary steering committee. The draft plan is attached as Exhibit 2. The plan is representative of the input received through the engagement process, which included City Council, EDPB, Denton Chamber of Commerce, Denton Young Professionals, real estate professionals and local developers, industry representatives, education and workforce professionals, and entrepreneurs. In addition, City of Denton and Denton County economic development staff, and staff from the City’s Development Services, Capital Projects, Electric, and utility departments have provided valuable feedback. Due to the cancellation of planned community meetings as a result of the COVID-19 pandemic, staff posted the plan on a dedicated webpage and allowed for an online public comment period (July 1 to July 31) to engage the community at-large in the planning process. The public comments received are attached as Exhibit 4. The EDPB also reviewed the draft plan at the June 24, July 8, and August 12, 2020 meetings. The plan includes five guiding principles, developed from input from stakeholders, which help define economic development in Denton. The principles are core resiliency, future-focused, inclusive growth, entrepreneurial spirit, and cultural vitality. In addition, the plan includes three goals, including accelerating recovery, fostering growth, and strengthening community inclusion. A set of strategies and actions are identified for each goal and provide the City with a roadmap to organize its economic development efforts. In addition, the plan includes an implementation matrix (Exhibit 3), which outlines specific tasks, a proposed timeline, estimated costs, and identifies what entity will be responsible for implementation. At the July 8, 2020 EDPB meeting, the Board requested additional details be brought back regarding the Implementation Matrix, the cost associated with implementing the strategic plan, and what amount of funding would be needed for the proposed catalyst fund. Staff and TIP Strategies worked together to complete a draft Implementation Matrix and quantify estimated costs and an annual investment that City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 26 correlates with the proposed implementation matrix. This information was presented to EDPB at their August 12 meeting. Representatives from TIP Strategies will participate in the City Council meeting to present the Economic Development Strategic Plan and the data behind it. City staff will follow with a presentation regarding the funding analysis and funding options. PRIOR ACTION/REVIEW (Council, Boards, Commissions)  September 9, 2019 – The Economic Development Partnership Board and City Council held a joint meeting and discussed the scope of work for a comprehensive economic development strategic plan.  November 5, 2019 – The City Council approved the contract with TIP Strategies for development of an economic development strategic plan.  January 15, 2020 – EDPB strategic plan steering committee meeting and discussion.  February 12, 2020 – EDPB strategic plan steering committee meeting and discussion.  March 5, 2020 – The Downtown Economic Development Committee participated in a SWOT analysis regarding the strategic plan development.  June 24, 2020 – EDPB strategic plan steering committee meeting and discussion.  July 8, 2020 – EDPB strategic plan steering committee meeting and discussion.  August 8, 2020 – EDPB strategic plan steering committee meeting and discussion. The EDPB recommended the City Council adopt the Economic Development Strategic Plan (8-0). The EDPB reviewed funding options and recommended City Council pursue the staff recommended hybrid option of utilizing some existing utility system fund balance and dedicating 0.5% of utility system ROI for future funding (8-0). EXHIBITS 1. Agenda Information Sheet 2. Draft Economic Development Strategic Plan 3. Draft Implementation Matrix 4. Public Comments 5. Presentation - Strategic Plan 6. Presentation - Funding Options Respectfully submitted: Jessica Rogers Director of Economic Development 27 DRAFT PAGE | 1 ECONOMIC DEVELOPMENT STRATEGIC PLAN CITY OF DENTON, TEXAS AUGUST 2020 WORKING DRAFT FOR DISCUSSION 28 WORKING DRAFT ACKNOWLEDGMENTS TIP Strategies would like to thank the following individuals for their participation in this planning process, along with the hundreds of business leaders, community leaders, young professionals, and other key stakeholders from Denton who participated in this project. Marty Rivers Denton Chamber of Commerce John Baines Denton Black Chamber of Commerce Keely Briggs Denton City Council, District 2 Jesse Davis Denton City Council, District 3 Tony Clark Independent Bank Group Chris Davis Peterbilt Charlie Dromgoole Denton Chamber of Commerce Bob Eames Aviation Steve Edgar Medical City Denton Todd Hileman City of Denton Jill Jester Denton Chamber of Commerce Mark McLellan University of North Texas Jimmy Mejia Denton Hispanic Chamber of Commerce Pamela Padilla University of North Texas Erica Pangburn Denton Chamber of Commerce Jessica Rogers City of Denton Erica Sullivan City of Denton Jason Tomlinson Texas Woman’s University Jamie Wilson Denton Independent School District TIP Strategies, Inc., is a privately held economic development consulting firm with offices in Austin and Seattle. TIP is committed to providing quality solutions for public sector and private sector clients. Established in 1995, the firm’s primary focus is economic development and workforce development strategic planning. CONTACT TIP Strategies 2905 San Gabriel Street, Suite 309 Austin, TX 78705 PH: 512-343-9113 FAX: 512-343-9190 www.tipstrategies.com CONSULTING TEAM Tom Stellman, CEO/Founder Jaclyn Le, Consultant Brent McElreath, SVP, Research & Development Evan Johnston, Analyst Phoebe Polakovic, Analyst Meredith Eberle, Designer 29 WORKING DRAFT CONTENTS EXECUTIVE SUMMARY .......................................................................................................................................................... 1 INTRODUCTION ................................................................................................................................................................ 1 PROJECT BACKGROUND AND SCOPE ................................................................................................................................ 2 PLAN FRAMEWORK ............................................................................................................................................................... 3 GUIDING PRINCIPLES ....................................................................................................................................................... 3 ECONOMIC DEVELOPMENT GOALS ................................................................................................................................... 3 STRATEGIC RECOMMENDATIONS .......................................................................................................................................... 4 GOAL 1. ACCELERATE RECOVERY ..................................................................................................................................... 4 GOAL 2. FOSTER GROWTH ................................................................................................................................................ 9 GOAL 3. STRENGTHEN COMMUNITY INCLUSION ............................................................................................................. 32 CAPACITY AND RESOURCES ................................................................................................................................................ 35 ECONOMIC DEVELOPMENT PARTNERSHIP ...................................................................................................................... 35 FUNDING ........................................................................................................................................................................ 37 INTERNAL SYSTEMS ....................................................................................................................................................... 42 APPENDIX A. DATA FINDINGS ............................................................................................................................................. 43 ECONOMIC INDICATORS AND DEMOGRAPHICS ............................................................................................................... 43 HOUSING ....................................................................................................................................................................... 43 COMMUTING PATTERNS ................................................................................................................................................ 44 ECONOMIC DEVELOPMENT RESOURCES ......................................................................................................................... 44 APPENDIX B. SWOT ANALYSIS ............................................................................................................................................ 45 APPENDIX C. MUNICIPAL UTILITY COMPARISON ................................................................................................................. 50 APPENDIX D. ECOSYSTEM DIRECTORY ................................................................................................................................ 51 30 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 1 EXECUTIVE SUMMARY INTRODUCTION Denton has changed. Once considered a sleepy college town on the outskirts of the DFW (Dallas-Fort Worth) Metroplex, Denton has grown significantly since the City’s last comprehensive economic development plan. The City leaders must be commended for the investments made in downtown Denton and the Westpark Industrial Park over the past decade. These intentional efforts have put Denton squarely in the path of growth. Today, Denton is well within the orbit of its surrounding DFW communities. The DFW Metroplex is one of the fastest-growing metropolitan regions in the country. As DFW grows, so will Denton. It is not only more connected to Dallas and Fort Worth but also the global markets and supply chains that are represented by a diverse array of industries across the region. All evidence points toward an upward trajectory for Denton. But Denton is at an inflection point—one not about attracting growth, but instead about how to respond to and embrace it. Denton must determine how it will welcome the opportunities associated with growth while also preserving the culture that makes this community so unique. The community must open its arms to new residents without letting existing ones fall behind. This is no easy feat, but Denton has already demonstrated that it has the leadership and assets necessary to successfully navigate through and thrive with change. What Denton needs now is a modern approach to economic development that is appropriate for a community of its size and is capable of leveraging public and private resources to capitalize on the opportunities that lie ahead. During this planning process, the COVID-19 (coronavirus disease of 2019) pandemic not only disrupted the writing of this plan but also upended almost every aspect of life for people around the world. The extent of the health crisis and economic damage cannot be understated. There is still immense uncertainty around the breadth and depth of the recession caused by this pandemic. The road to economic recovery will likely be bumpy, especially for a community like Denton that depends heavily on sales tax revenue to fund City operations and services. Denton’s immediate focus should be on accelerating economic recovery with a special focus on serving vulnerable populations that have been disproportionately impacted by this crisis. Still, there are a lot of reasons to be optimistic about Denton’s future. All the things that make Denton so attractive—its major industries, universities, arts and culture, downtown square, authentic people, and unique charm—will also be the things that help Denton to recover. This plan is meant to help focus economic development efforts to be more strategic and effective in responding to forthcoming changes in Denton. The plan’s framework, including guiding principles and goals are detailed in the next section. Strategic recommendations and actions are organized around three goals: accelerate recovery, foster growth, and strengthen community inclusion. Finally, the plan addresses the issue of organizational capacity and resources needed to modernize Denton’s economic development approach. ECONOMIC DEVELOPMENT STRATEGIC PLAN SUMMARY GUIDING PRINCIPLES ►Core Resiliency ►Future Focused ►Inclusive Growth ►Entrepreneurial Spirit ►Cultural Vitality ECONOMIC DEVELOPMENT GOALS ►Accelerate Recovery ►Foster Growth ►Strengthen Community Inclusion STRATEGIC GROWTH AREAS ►Connectivity ►Creativity ►Sustainability ►Competitiveness 31 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 2 PROJECT BACKGROUND AND SCOPE In late 2019, TIP (TIP Strategies) was engaged by the City of Denton Economic Development Department to develop an economic development strategic plan for the City. A strategic plan helps to focus and maximize economic development and workforce development efforts, especially during times of crisis. The economic development landscape is undergoing significant changes, and the economic fallout from the COVID-19 pandemic will be immense. Over the course of six months, the TIP Strategies consulting team worked closely with the City of Denton (hereafter the City) to identify promising opportunities to capitalize on Denton’s growth. The planning process was conducted in three phases: discovery, opportunity, and implementation. ► DISCOVERY: Conducted roundtable discussions and interviews with Denton stakeholders. Important constituencies were engaged during this process, including the following. ► The Economic Development Partnership Board ► Denton City Council members ► Denton Chamber of Commerce ► Business and industry representatives ► City and county staff ► Entrepreneurs ► Higher education leaders ► Real estate developers ► Workforce development organizations ► Young professionals ► OPPORTUNITY: Identified major priorities for the strategic plan. A SWOT (strengths, weaknesses, opportunities, and threats) analysis, guiding principles, and strategies were developed based on input from discovery. ► IMPLEMENTATION: Developed action items and tactical recommendations. The City should not view this strategic plan as a static document, but as one that invites revisions and amendments as conditions change. Now more than ever, stakeholders should take a dynamic approach to implementation—one that revisits this plan on a regular basis to measure progress and to reprioritize strategies and actions as needed. 32 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 3 PLAN FRAMEWORK With rapid changes reshaping the global economy, the need for strategic focus and organization is greater now than ever. The purpose of this plan is to enable Denton’s Economic Development Department to better anticipate, respond, and evolve with changes affecting the economic success of residents and businesses. The framework, strategies, and actions detailed in this plan are informed by extensive data analysis and thorough stakeholder input, including interviews and roundtables with City, community, and business leaders. GUIDING PRINCIPLES Guiding principles reflect the values of a community. In the context of an economic strategy, they are a set of statements expressing how a community defines economic development. These principles were crafted through input from Denton stakeholders throughout the planning process. ► CORE RESILIENCY. Protect the City’s core economic base and major employers by retaining businesses and providing them with the support necessary to continue doing business in Denton. ► FUTURE FOCUSED. Position Denton for future growth by understanding trends and adopting a proactive approach to economic development. ► INCLUSIVE GROWTH. Enhance economic opportunity for all residents by utilizing different strategies that recognize the diverse needs and assets of different communities, especially those in south and east Denton. ► ENTREPRENEURIAL SPIRIT. Cultivate the City’s entrepreneurial ecosystem by investing in quality of place and catalyzing innovation that will continue to attract creative professionals to Denton. ► CULTURAL VITALITY. Strengthen Denton’s cultural vitality by continuing to promote arts and music while also marketing the City as DFW’s cultural hub. ECONOMIC DEVELOPMENT GOALS This plan is built around three major goals: accelerate recovery, foster growth, and strengthen community inclusion. Developed based on input from stakeholder engagement and economic assessments, the set of strategies and actions identified under each goal are meant to provide the City with a roadmap to organize its programs and bolster Denton’s vitality over the next several years. 1 ACCELERATE RECOVERY Coordinate short-term economic recovery efforts from the COVID-19 pandemic by aggregating information, collaborating with regional partners, and allocating resources to top priorities. 2 FOSTER GROWTH Attract long-term economic growth aligned with community priorities by focusing on four strategic growth areas: connectivity, creativity, sustainability, and competitiveness. 3 STRENGTHEN COMMUNITY INCLUSION Align economic, workforce, and community development efforts to meet critical community needs and to strengthen community inclusion. 33 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 4 STRATEGIC RECOMMENDATIONS GOAL 1. ACCELERATE RECOVERY Coordinate short-term economic recovery efforts from the COVID-19 pandemic by aggregating information, collaborating with regional partners, and allocating resources to top priorities. When the City of Denton and TIP Strategies began the planning process for this strategic plan, the original intent was to create a long-term vision for the City’s economic development efforts. The context for the planning process was one of optimism. The US was experiencing one of the longest uninterrupted periods of economic growth in history. Texas had one of the lowest unemployment rates in the country, and the DFW Metroplex was one of the fastest-growing metropolitan regions in the US. Much of that growth and opportunity was headed in Denton’s way. But now that context has shifted for everyone, everywhere. Early signs indicate that the current economic crisis might be one of the worst in US history. It is difficult to predict how things will evolve over the new few weeks and months. The lasting health and economic effects of the COVID-19 pandemic are still unfolding. Because strategic plans are meant to be forward looking, this plan would be incomplete, maybe even irrelevant, if it did not address the challenges that Denton will face as a result of this crisis. While the bulk of this strategic plan is still focused on Denton’s long-term future, this section provides recommendations for how the City can work to accelerate economic recovery once the health risks subside and sheltering mandates are lifted. Many of these strategies will likely need to be implemented virtually, as social distancing measures might be in place for an extended time. The City’s Economic Development team has already initiated positive efforts to support Denton’s businesses and residents during the early phase of crisis relief. Those efforts should be leveraged and expanded as the community moves into a recovery phase. Recognizing that resources in Denton will be impacted by the crisis, many of the recommendations are centered around the City in a convening and coordinating role with other community and economic development partners. STRATEGIES AND ACTIONS 1.1. ECONOMIC RECOVERY NERVE CENTER. The City’s Economic Development department should function as Denton’s “economic recovery nerve center” with a primary focus on a cross-functional coordination of resources and responses related to the economic fallout from the COVID-19 pandemic. 1.1.1. Pull together a small group of top-level leadership from the City, the Economic Development Partnership Board (EDPB), and the Denton Chamber of Commerce to form the “economic recovery nerve center.” ► The purpose of the nerve center is to set the overall tone of economic recovery work, aggregate all information and actions across cross-functional teams, and allocate resources to integrate the responses of smaller teams. 1.1.2. Shift the focus of the existing economic development structure from relief and policy enforcement to cross-functional elements of economic recovery, such as business retention, workforce development, and community services. INTEGRATED NERVE CENTER RESPONSE “In an unfamiliar crisis, such as the COVID-19 outbreak, the nerve center concentrates crucial leadership skills and organizational capabilities and gives leaders the best chance of getting ahead of events rather than reacting to them.” —McKinsey & Company, “Responding to Coronavirus: The Minimum Viable Nerve Center.” 34 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 5 ► BUSINESS RETENTION. Continue to focus on establishing a relationship with key leaders in Denton’s main businesses, understanding short-term and long-term needs of those businesses, and communicating information with a unified voice. ► WORKFORCE DEVELOPMENT. Continue to work closely with Workforce Solutions, human resource leaders from businesses, and City departments to support businesses in protecting their employees while also maintaining business productivity as sheltering mandates begin to ease. ► COMMUNITY SERVICES. Provide vital wraparound services to Denton residents. Representatives of major nonprofits, foundations, and City departments should work together on creating a centralized inventory of resources, understanding resident needs, and identifying gaps in available services. 1.1.3. Develop an internal data dashboard to guide economic recovery efforts using a limited number of indicators that can be tracked over time and shared with partner organizations. ► Potential indicators include rate of full-time vs. part-time employment, retail sales, growth in construction permits, missed rent payments, access to broadband, and other qualitative information from business surveys (see Strategy 1.2). ► Where possible, indicators should be disaggregated by race and income levels to track how recovery efforts are reaching vulnerable communities. 1.2. TAKING THE PULSE OF THE BUSINESS COMMUNITY. As the health issues and economic fallout from COVID-19 evolve, the City should continue to implement strategies and tools to take the pulse of Denton’s businesses on a regular basis. 1.2.1. Continue to coordinate with the Denton Chamber of Commerce and Denton Main Street Association to assess short-term needs and long-term projections for Denton’s businesses. ► Ideally, the City and the chamber should distribute a joint survey to Denton businesses. Consistency in questions is important to tracking data and information over time. ► As an alternative to surveys, the City could implement monthly virtual office hours or roundtables with businesses to gather information about their needs and challenges. 1.2.2. Stay connected to DFW organizations coordinating economic recovery and community service efforts across the DFW Metroplex. ► Organizations, such as the Dallas Regional Chamber, have created small business resources and a displaced workers job campaign that can be shared in Denton. 1.3. VIRTUAL BUSINESS RETENTION. The top economic development priority for the City is to continue supporting and retaining existing businesses through the recovery period. In-person visits might not be possible even after sheltering mandates are lifted, therefore, the City should create virtual BRE (business retention and expansion) options. 1.3.1. Continue to develop and maintain a database of Denton-based businesses. 1.3.2. Shift the City’s business visitation efforts to a virtual setting and establish a cadence of meetings with businesses as soon as appropriate. 1.3.3. Expand existing goals for business touchpoints on a monthly, quarterly, and annual basis. 35 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 6 1.3.4. Reevaluate and adjust standard questions and protocols utilized in the City’s BRE program to be more responsive to the COVID-19 crisis and recovery. 1.3.5. Prioritize business retention efforts based on strategic growth areas (see Goal 2), employer size, employer growth (number of employees, revenue growth, etc.), and lease terminations. ► This data can be obtained through a database of existing businesses (see Internal Systems section) as well as information from pulse surveys and other interactions with businesses. 1.3.6. Structure BRE efforts to serve several purposes. ► Educate businesses about resources and services offered by the City to aid in recovery. ► Collect answers to a short list of questions to quantify challenges the company is facing. ► Identify short-term and long-term issues the companies are grappling with across a variety of topics, including workforce and infrastructure needs. 1.3.7. Act as a concierge to priority businesses to help navigate processes within other municipal departments (e.g., partner with a project facilitator from the City’s Development Services department). 1.4. WORKFORCE COLLABORATIVE. Focus on the workforce development function listed in Action 1.1.2 to develop broader strategies supporting Denton’s talent pipeline through recovery. 1.4.1. Prioritize engagement with the DCWSLT (Denton County Workforce Success Leadership Team) to connect City efforts to the broader regional context. ► While DCWSLT might be solely focused on the ALICE (Asset Limited, Income Constrained, Employed) population, the City should also focus on developing supports for unemployed residents, including those who have been displaced from jobs and might require upskilling or retraining in order to access new employment opportunities. ► The City can bring the perspectives of businesses to DCWSLT by aggregating and sharing information obtained through business retention activities and business engagement with the Denton Chamber of Commerce and the Denton Main Street Association. 1.4.2. Catalog which industries have been severely impacted by COVID-19 and determine if targeted resources can be deployed to support workers in those industries. ► For example, displaced retail workers might require special support in accessing training programs in order to switch occupations and/or sectors. 1.4.3. Use insights and data from business retention efforts and surveys of the business community as a baseline for employer demand. Couple this information with other data about unemployment rates and the needs of jobseekers. 1.4.4. Develop an inventory of training resources across providers, such as NCTC (North Central Texas College), Workforce Solutions for North Central Texas, and United Way. Include capacity levels and flexibility to streamline, redesign, or create new programs to meet employer needs. 1.4.5. Engage in demand planning to understand which businesses expect to hire and when. ► If specific occupations will be in demand, develop projections as well as competency requirements from employers. Communicate this information to training providers. 36 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 7 ► Create a skills inventory using existing sources of data, such as Emsi (Economic Modeling Specialists International). 1.4.6. Identify barriers to accessing training and other workforce resources. Continue to coordinate with partner organizations to help remove these barriers for those seeking jobs. 1.5. INCLUSIVE ECONOMIC RECOVERY. The COVID-19 pandemic has had a disproportionate impact on low- income residents (of all races) and people of color (across socioeconomic status). Compared to other DFW cities, Denton has a larger proportion of its community (primarily in the southern and eastern parts of the City) that is more vulnerable to both the health and economic fallout from COVID-19. Therefore, equitable and inclusive economic recovery strategies should be central in Denton’s efforts to stabilize its economy and recover from the pandemic. 1.5.1. Extend existing collaboration efforts with the City’s Community Development Department to coordinate resources and efforts to support residents through economic recovery. 1.5.2. Coordinate with the Denton Black Chamber of Commerce and other multicultural organizations to provide targeted information for businesses owned by women and people of color. ► Research indicates that these small business owners face structural exclusion from traditional sources of capital and aid packages, including the US SBA (Small Business Administration) Paycheck Protection Program. ► Partner with community development financial institutions in the DFW area to expand resources and programming into Denton to aid in economic recovery efforts. 1.5.3. Continue to collaborate with local and regional nonprofits in gathering information about what challenges residents are facing due to the economic impact of the COVID-19 pandemic. ► Use this information to work closely with other City departments, business leaders, and philanthropic entities to develop solutions that directly address resident needs. ► Having more accurate information about challenges and needs can be helpful in attracting funding from public and philanthropic sources. It can also help the City take actions or design policies that directly benefit vulnerable communities. 1.5.4. Disaggregate social and economic indicators by race and income levels to show how vulnerable populations are faring in comparison to other segments of the population. 1.5.5. Highlight businesses owned by women and people of color in marketing materials and through digital marketing channels to increase awareness and promote their success. 1.6. REGIONAL COLLABORATION. The economic fallout from COVID-19 will impact US metropolitan regions in different ways. Denton’s economic recovery is tied, in part, to recovery efforts in Denton County and in the broader DFW Metroplex. While Denton has unique assets and challenges as a college town, it can benefit from and contribute to regional resources and recovery efforts. 1.6.1. Continue the City’s existing support for the United Way of Denton County Information & Referral services to assist small businesses. ► If possible, add extra support for entrepreneurs and businesses owned by people of color by soliciting volunteers with expertise in these areas. ► Support DFW organizations, such as Capital Factory and Venture Dallas, to provide targeted support to Denton entrepreneurs and startups. 37 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 8 1.6.2. Strengthen the Denton County chamber and economic development workgroup and continue to build this network throughout the economic stabilization and recovery periods. ► In addition to information sharing, create task forces within the network to focus on key issues and challenges that partner organizations are facing. 1.6.3. Leverage the Denton Innovation Group to develop targeted supports and resources to assist entrepreneurs through economic recovery. ► Continue to partner with organizations such as Stoke, the UNT (University of North Texas) Murphy Center for Entrepreneurship and Innovation, the Center for Women Entrepreneurs at TWU (Texas Woman’s University), TechMill, Denton Angel Investment Group, and the Dallas Entrepreneur Center. 1.6.4. Connect with regional DFW organizations, such as the Dallas Regional Chamber, to expand the information-sharing network beyond Denton County. 38 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 9 GOAL 2. FOSTER GROWTH Attract long-term economic growth aligned with community priorities by focusing on four strategic growth areas: connectivity, creativity, sustainability, and competitiveness. THE TRADITIONAL APPROACH Target industries have been a cornerstone of economic development programs. The six sectors in Figure 1 were identified as targeted sectors many years ago and have guided the work of Denton's EDP (Economic Development Partnership). While these targets made sense at the time, they now cover much of Denton's existing economy and do not capture the full extent of the City’s assets. Traditionally, target industries are defined by quantitative analysis to identify a concentration of industries that exist in a city or a region. Figure 2 illustrates the process by which traditional targets are identified. Analysis of data from the NAICS (North American Industry Classification System) is used to highlight where a community already has a larger-than-average concentration of employers and jobs. For example, a community with clusters of advertising, legal services, and tax preparation services might identify corporate and professional services as a target sector. This approach has several limitations. First, targets are identified using existing data that often fail to capture a community’s full assets and advantages. Emerging industries with growing momentum might not be captured in the NAICS taxonomy. Second, traditional targets say nothing about the institutions and organizations that contribute to building a concentration of industries. Third, traditional targets are a static measure that can quickly become outdated. Or, in the case of Denton, a list of targets can keep growing until it covers most of the economy. Finally, from an organizational standpoint, traditional targets can, by default, tempt economic development offices to focus their time and measure their performance in inefficient ways. The challenge that Denton faces today is how to focus efforts and resources in a more strategic manner. THE PATH FORWARD As the DFW Metroplex grows, much of that growth will spread into Denton County. Planned developments, most notably Cole and Hunter Ranch, will continue to connect Denton to the broader DFW ecosystem. While the COVID-19 crisis will affect the timing of these developments, there is reason to be optimistic that Denton will continue to experience growth after a period of economic recovery. A modernized economic development approach is focused on cultivating strategic growth areas that fully leverage the community’s major employers, institutions, and intangible elements. Quantitative data, like NAICS codes, are one of many factors that informs a community’s strategic growth areas. FIGURE 1. DENTON'S EXISTING TARGETS FIGURE 2. TRADITIONAL TARGET INDUSTRIES 39 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 10 Instead of targeting sectors, the main role for economic development organizations is to build ecosystems around their strategic growth areas. An ecosystem is comprised of many elements, including anchor institutions, key and emerging players, competitions and events, building blocks, local capital, and public awareness. The ecosystem overview on the next page provides a description of each element. Ecosystem building has several advantages. First, ecosystems factor in both quantifiable and intangible assets that a community possesses. Second, ecosystem building is a team sport that requires different contributions from different organizations so that economic growth is not the sole responsibility of one entity. Finally, ecosystems are more dynamic and more adaptable as elements change over time. DENTON’S STRATEGIC GROWTH AREAS The question remains, how will Denton respond to incoming growth? There is a way for Denton to welcome and attract growth that leverages the community's assets and preserves its unique culture. Together the four growth areas below define a holistic approach to growth that applies to various aspects of Denton’s economy. ► CONNECTIVITY. Denton’s major employers, interstate access, and planned infrastructure improvements make it a transportation and logistics hub for the DFW Metroplex. ► CREATIVITY. A growing entrepreneurship community, including startups in the tech and arts/culture sectors, contributes to Denton’s unique vibe. ► SUSTAINABILITY. The City’s investment in 100 percent renewable resources positions Denton to be a global leader in renewable energy and green technology. ► COMPETITIVENESS. Denton’s economic competitiveness will continue to improve with planned housing developments, downtown amenities, digital marketing, and infrastructure improvements. By adopting growth areas, the City can ensure that Denton grows in a way aligned with both economic priorities and community needs. Furthermore, each of these growth areas can be used to organize economic development efforts. The following pages include more details about each growth area, including anchor institutions, key players, events, sources of capital, and more that will drive growth in these areas. Appendix D includes more detailed information about events, associations, and publications associated with each strategic growth area. 40 WORKING DRAFT FOR PUBLIC COMMENT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 11 STRATEGIC GROWTH AREAS ECOSYSTEM 41 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 12 2A. CONNECTED DENTON THE VALUE In the past, Denton was viewed as a community on the outskirts of the DFW Metroplex, both geographically and economically. Now that has changed. The combination of highway improvements and significant growth into areas north of Dallas and Fort Worth has brought Denton into the DFW community in a more intensive way. Recent growth in Denton’s transportation and logistics-oriented businesses as well as improvements to the City’s infrastructure position Denton as a hub for business connectivity. THE ANCHORS Since the 1980s, Peterbilt has been one of Denton’s largest employers and a cornerstone of the City’s economy. Its success played a vital role in attracting other transportation and logistics companies to the west side of Denton. Both private sector businesses and publicly owned assets, such as Denton Enterprise Airport, contribute to Denton’s impressive transportation infrastructure. The airport’s recent addition of a second runway as well as the US Aviation Academy position the airport for increased business activity and usage. THE ECOSYSTEM Denton’s location at the intersection of I-35E and I-35W, as well as its proximity to three Class-1 railroad lines, makes it an ideal hub for transportation and logistics-focused businesses. New entrants, such as United States Cold Storage and WinCo Foods, recognize Denton’s strategic advantages. As the industry undergoes major technological change, Denton is poised to be a leader in connectivity. Bringing together existing businesses and higher education institutions will make the City a nexus for supply chain innovation, research, and development. ANCHORS ► Peterbilt ► Denton Enterprise Airport ► US Aviation Academy ► UNT Center for Logistics & Supply Chain Management ► North Central Texas College COMPETITIONS AND EVENTS ► International Conference on Information, Logistics and Supply Chain ► Accelerate! Conference & Expo ► Heavy Duty Aftermarket Week LOCAL CAPITAL ► Westpark Industrial Park TIRZ ► EDP Investment Fund KEY AND EMERGING PLAYERS ► United States Cold Storage ► Tetra Pak ► WinCo Foods ► Tyson Foods BUILDING BLOCKS ► DFW Roundtable, Council of Supply Chain Management Professionals ► North Texas Commission, Logistics Development and Marketing Committee ► Institute for Supply Management Dallas ► Texas Association of Manufacturers PUBLIC AWARENESS ► Journal of Commerce ► Advanced Manufacturing Insight ► Logistics Management ► International Journal of Shipping and Transport Logistics 42 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 13 STRATEGIES AND ACTIONS 2A.1. BRE (BUSINESS RETENTION AND EXPANSION). A strong BRE program is the foundation of any economic development program. In addition to developing a virtual business retention program (see Strategy 1.3), Denton also needs to enhance its existing BRE program in order to support existing businesses in a more intensive and robust manner. 2A.1.1. Refine and enlarge the City’s database of existing employers. The database should be expanded to include companies in the area that serve external markets or are suppliers to existing employers. 2A.1.2. Ramp up the business visitation program to track trends among Denton employers and identify business needs. ► Virtual visits should be made until the COVID-19 health crisis recedes. ► Establish a visitation protocol, a list of information to be collected during each visit, and a goal for the number of businesses visited each year. ► Organize joint business visits with area workforce development partners, including higher education and training providers. 2A.1.3. Communicate success stories that result from BRE visits. These might not translate directly to new job creation or increased capital investment, but they can still be valuable to businesses. ► Examples include assistance with permitting, workforce training, or infrastructure challenges. 2A.2. ATTRACT NEW INVESTMENT. Recruiting new businesses should remain a top priority for the City’s economic development team. The City has a track record of success with business attraction, and efforts can be strengthened by focusing on external marketing and cultivating relationships in critical sectors. 2A.2.1. Cultivate relationships with real estate brokers and site selectors. ► Build a database of national and regional developers, brokers, and site consultants to identify targets, raise awareness of sites, development, and investment opportunities in Denton. ► Connect with site consultants in the DFW Metroplex and targeted regions on a regular basis. ► Host events that showcase specific assets, such as available sites, buildings, or new projects. Some communities host site tours or reverse pitch events where developers and brokers pitch their vision for a specific site or project. 2A.2.2. Create a centralized lead tracking system for Denton. 2A.2.3. Engage with regional economic development organizations, industry groups, and professional networks in the DFW Metroplex. EFFECTIVE BRE Businesses that are already in the community are well- positioned to create jobs and contribute to the tax base. Yet, often their achievements are overshadowed by the headlines of a new business moving to town. However, the effort and expense it can take to recruit a new business to town can be multiples of what it takes to support existing businesses, while the outcomes and impact of the two can be similar. An effective BRE program focuses on building relationships with existing businesses, establishing lines of communications such that any needs or challenges are voiced, and responding to those needs or challenges. One of the best means for doing this is to provide concierge services. Business concierges are often staff within an economic development organization who provide guidance to businesses in navigating planning, zoning, development, permitting, and construction processes. The concierge makes it easier for businesses to access services from different city departments so that any challenges are resolved efficiently. 43 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 14 ► Join regional industry associations and networks focused on Denton’s growth areas to remain current on critical issues, build stronger networks, and leverage resources. ► Attend conferences and trade shows held in the DFW Metroplex by national industry organizations aligned with Denton’s growth areas. 2A.3. WESTPARK INDUSTRIAL PARK. The industrial park is vital to Denton’s economic growth. Success in attracting new businesses, such as WinCo Foods and Tyson Foods, as well as retaining major employers like Peterbilt, are important for the City’s economic vitality. To build on this success, undeveloped land can be better marketed, and improvements can be made to core infrastructure. 2A.3.1. Prioritize infrastructure investments, particularly with respect to roads and utilities. ► Dedicate a set percentage of the City’s capital improvements budget to projects in the area to ensure that improvements are made in a timely manner. ► Expand Jim Christal Road to improve the connection between the industrial park and I-35. Stakeholders believe that the existing road cannot accommodate a growing number of businesses. This will require additional investment from the City beyond the Westpark TIRZ (tax increment reinvestment zone). 2A.3.2. Continue to track vacant properties and parcels, partnering with brokers and developers on new developments or redevelopments to increase the usefulness and value of these properties. 2A.3.3. Partner with UNT on relocating the sports recreation fields located at Precision Drive and Airport Road to an area outside the industrial park to improve safety and make better use of the land. 2A.3.4. Provide public infrastructure incentives (such as credits or reimbursements) for projects aligned to Denton’s growth areas. ► The City already utilizes most economic development tools available to incentivize development. Continue using the Westpark TIRZ to support the industrial park. 2A.4. CENTER OF EXCELLENCE. Denton has all the necessary assets to create a COE (Center of Excellence) focused on logistics and supply chain management. The presence of several logistics- oriented companies—Denton Enterprise Airport, NCTC, and UNT Center for Logistics & Supply Chain Management—provide Denton with a distinct advantage in the connectivity space. 2A.4.1. Leverage over $2.8 billion in planned projects from TxDOT (Texas Department of Transportation) in Denton to increase connectivity between Denton and surrounding DFW communities (Figure 3). 2A.4.2. Explore the feasibility of a partnership between the businesses located in the Westpark Industrial Park, NCTC, UNT Center for Logistics & Supply Chain Management, and the City. 2A.4.3. Include workforce partners to create career pathways for Denton students and residents into in- demand occupations for Denton’s transportation and logistics businesses. 2A.4.4. Promote opportunities in the transportation, logistics, and supply chain fields to students in Denton and in economic development marketing materials. WHAT IS A CENTER OF EXCELLENCE? Centers of excellence are a collaboration between higher education institutions and businesses, leveraging the unique assets found within a region to support the advancement of research and training within a specific industry. They often serve as a magnet for industry expertise and are dedicated to the success of companies within a region. Expected outcomes include the following. ►Generating statewide and national recognition. ►Supporting Denton’s economic growth. ►Leveraging the unique assets of Denton’s higher education institutions. 44 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 15 PHASE PROJECTS EST. COST Construction underway or begins soon 20 $108,555,495 Construction begins within 4 years 18 $1,037,874,653 Construction begins in 5 to 10 years 5 $352,225,632 Corridor studies, construction in 10+ years 5 $1,381,430,302 TOTALS 48 $2,880,086,082 Source: Texas Department of Transportation, Project Tracker. FIGURE 3. PLANNED TXDOT PROJECTS IN DENTON 45 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 16 CONNECTED DENTON CASE STUDY | CELDi UNIVERSITY OF ARKANSAS, DEPARTMENT OF INDUSTRIAL ENGINEERING https://www.celdi.org BACKGROUND Headquartered at the University of Arkansas in Fayetteville, CELDi (Center for Excellence in Logistics and Distribution) is a multidisciplinary industry and university research center established in 2001. The cooperative is comprised of six university partners from across the nation and 31 companies, ranging from global corporations to municipalities like San Pedro, Mexico. For universities, admission to CELDi is predicated on the expertise of each institution, while industry partners provide ongoing financial support for logistics research through tiered membership options. Companies benefit from increased efficiency in their supply chain as a direct result of the innovation created with university partners as well as having direct access to top students. CELDi hosts biannual joint meetings in which researchers and the Industrial Advisory Board (comprised of representatives from member companies) coordinate new projects and offer continuing education courses. CELDi’s mission is to produce the next generation of engineers in logistics and distribution centers while advancing the industry through innovations in products and systems. TAKEAWAYS FOR DENTON ► Establish a COE in Logistics at UNT with industry leaders in the area, like Peterbilt, to facilitate collaboration between the public and private sectors. ► Join CELDi to access an established network of universities, national companies, and funding. ► Creating a COE not only provides benefits to existing companies but also acts as a talent development strategy for Denton and its major employers. PROGRAM OUTCOMES ► UA has received over $3 million in industry-funded research sponsorship. ► CELDi industry members include Walmart Stores, UPS—Chain Supply Solutions, Air Liquide, The Boeing Company, Lockheed Martin Aircraft & Logistics Center, and Medical Center Hospital in Odessa, Texas. Source: TIP Strategies research. 46 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 17 2B. CREATIVE DENTON THE VALUE Denton's reputation for arts and culture makes it a standout destination within the DFW Metroplex. Its cultural assets not only foster quality of place but also create an economic advantage. Over the past decade, a budding creative economy has attracted entrepreneurs to Denton, making the City a hub for big ideas and innovation. Denton has a vibe unlike any other community in the region. By continuing to nourish this creative ecosystem, the City can flourish and become a vibrant destination for talent and investment. THE ANCHORS From higher education to coworking spaces, Denton's creative economy is anchored by diverse and thriving institutions. TWU and UNT are catalysts for innovation and drivers of the City's talent pipeline. Stoke is the heartbeat of Denton's startup scene, providing a hub for entrepreneurs near downtown amenities. Embracing and strengthening these anchor institutions will not only attract growth but also ensure that the creative elements at the heart of Denton's culture will continue to thrive. THE ECOSYSTEM In recent years, a strong cluster of education technology companies has emerged in Denton. The presence of two universities along with strong support for entrepreneurs has made Denton an ideal location for edtech startups. Events such as the Denton Black Film Festival have also drawn tourists to Denton and strengthened community ties. However, Denton's creative economy requires additional support, including stronger connections to the DFW tech scene and venture capital. The City can nurture Creative Denton by cultivating relationships with DFW capital sources and raising public awareness of Denton artists and entrepreneurs. ANCHORS ► UNT Murphy Center for Entrepreneurship and Innovation ► Center for Women Entrepreneurs at TWU ► North Central Texas College ► Denton ISD COMPETITIONS AND EVENTS ► FlintConf ► Denton Black Film Festival ► Bootstrap Denton ► TIACON LOCAL CAPITAL ► Denton Angels ► Tech Wildcatters ► North Texas Angel Network KEY AND EMERGING PLAYERS ► ReadyRosie ► Kubos ► Wildcards ► iTeach BUILDING BLOCKS ► Stoke ► TechMill ► Capital Factory, Dallas ► Open Denton ► Dallas Entrepreneur Center PUBLIC AWARENESS ► Denton Record-Chronicle ► Discover Denton ► North Texas Daily ► Voice of Denton ► Dallas Innovates 47 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 18 STRATEGIES AND ACTIONS 2B.1. CHAMPION AND CONVENE. The City can strengthen entrepreneurship in Denton by advocating for local startups and serving as a connector between entrepreneurs and the talent, capital, and networks they need. 2B.1.1. Support the expansion of networking channels and opportunities for relationship building among the region’s entrepreneurs, startups, and students. ► While the City might not directly oversee these programs, it can support the efforts of partner organizations, such as Stoke as well as universities. 2B.1.2. Establish connections with DFW entrepreneurship organizations such as Dallas 1 Million Cups, 1 Million Cups Frisco, Dallas Innovates, Capital Factory, and the Dallas Entrepreneur Center. 2B.1.3. Assemble a knowledge resource network to support entrepreneurs and companies with access to financial, legal, policy, and research information needed for their businesses to grow. 2B.1.4. Partner with local and regional partners to design reverse-pitch competitions to engage major corporations and organizations in the DFW Metroplex with needs for innovation. 2B.1.5. Ensure that targeted resources are available for businesses owned by women and people of color, who have historically faced barriers to accessing traditional economic development tools. 2B.2. ACCESS TO CAPITAL. Increase access to capital for Denton entrepreneurs by aggregating information about diverse sources of funding and developing relationships with potential funders. 2B.2.1. Cultivate relationships with the DFW VC (venture capital) community so that local companies are not forced to relocate after they grow beyond their initial rounds of capital. ► Gather information about trends in the DFW market, what local VCs are investing in, and projections for growth. ► Connect Denton’s high-potential startups to local and regional funders. ► Create a database of capital resources, including local banks, angel investors, and high-net- worth individuals. 2B.2.2. Partner with the Denton Angels to expand access to capital for Denton startups. Work with other angel networks in the DFW Metroplex, and across Texas, to improve deal flow for Denton companies and investors. ► The role of the City should be focused on facilitating connections between investors and startups in Denton and making connections to regional organizations. 2B.2.3. Network with regional entrepreneurship programs so that they become familiar with Denton and the resources available for businesses looking to grow and expand within the DFW Metroplex. 2B.2.4. Revise the funding requirements for the EDP Investment Fund to be more inclusive of innovative startups that might not meet current thresholds for employment and capital investment. ► Over the long-term, creating a separate fund dedicated to entrepreneurship in Denton is preferable, however, a short-term solution is to create an exception for startups seeking support from the EDP Investment Fund. “There are a lot of pearls in Denton, but they’re not on a string yet.” —Denton entrepreneur 48 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 19 2B.3. ECOSYSTEM BUILDERS. Thriving entrepreneurial ecosystems rely on ecosystem builders to coordinate disparate organizations and initiatives. Denton has a handful of strong builders, including Stoke and TechMill. Their efforts to foster collaboration should be supported through financial resources and capacity building. 2B.3.1. Partner with the Denton Innovation Group to define a vision for entrepreneurship in Denton, establish goals, measure progress, and connect with DFW organizations. 2B.3.2. Launch an accelerator to support the growth of existing companies. ► Accelerators are programs that help startups scale-up by offering mentorship, facilitating connections to investors and other businesses, and building capacity for the startup to grow. Typically, accelerators support a small cohort of high-potential, early- stage startups that have already experienced some level of success or market validation. ► A major challenge in Denton is the lack of resources for companies that seek to scale up. Startups tend to “outgrow” Denton and move to more well-resourced communities. Examples of successful accelerators include Techstars and Y Combinator. The Innovation Depot in Birmingham, Alabama, is another potential model to follow. ► State and federal resources are available to support accelerators. For example, the US SBA Growth Accelerator Fund provides over $4 million in prizes to accelerators across the country on an annual basis. 2B.3.3. Host a Citywide pitch competition to identify and develop innovative entrepreneurs in Denton. This not only builds Denton’s creative brand but also provides the City with a way of identifying top talent in the community. 2B.4. EDTECH CLUSTER. Strong higher education presence as well as innovation in Denton ISD (independent school district) make Denton a competitive spot for edtech (education technology) companies. A growing cluster of edtech companies in Denton are applying advanced technologies in K–12, higher education, and adult learning environments. 2B.4.1. Capitalize on Denton’s status as an emerging hub for edtech companies to drive additional growth and investment in this sector and to attract more creative professionals to Denton. ► Promote Denton’s edtech companies and link them with potential business expansion/relocation prospects in other markets. 2B.4.2. Create an edtech alliance with entrepreneurial companies, Denton ISD, UNT Murphy Center for Entrepreneurship and Innovation, and the Center for Women Entrepreneurs at TWU to identify opportunities to strengthen and diversify edtech in Denton. ► Establish channels for students to engage with edtech companies and leaders through internships and case competitions. 2B.4.3. Support the expansion of Denton ISD’s annual TIACON (Technology in Action Conference) about education technology and curriculum. ► Utilize the event to highlight existing edtech businesses that have been founded in Denton, including ReadyRosie, Wildcards, ALL In Learning, From the Future, and Kinful. WHAT IS ECOSYSTEM BUILDING? “Ecosystem building is emerging as a new profession at the intersection of economic and community development. Successful ecosystem builders must connect traditional, top-down economic development approaches with the grassroots, bottom-up, community-driven environments in which most entrepreneurs thrive.” — Ewing Marion Kauffman Foundation, “Entrepreneurial Ecosystem Building Playbook 3.0.” 49 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 20 2B.5. RECRUIT GROWING STARTUPS. Target and recruit growing early-stage firms in the DFW Metroplex and other target markets in the US, including larger urban areas on the coasts. Companies growing out of the startup phase might be looking for ways to expand their businesses. 2B.5.1. Engage with DFW entrepreneurship organizations, talent networks, and industry associations to identify new companies. 2B.5.2. Target successful startups in business incubators/accelerators that are on the cusp of outgrowing their existing spaces and are positioned for expansion/relocation to Denton. 2B.5.3. Track VC firms in DFW, Silicon Valley, Austin, and other markets that have recently funded high- growth, innovative businesses. ► Use this list to follow VC trends and identify high-growth businesses that might be targets for expansion or relocation. This will also help the City build relationships in the VC community and facilitate connections to Denton startups. 2B.5.4. Use resources like the Inc. 5000 (a list of the fastest-growing private firms in the US based on year-over-year revenue growth) to identify firms that would be a good fit for Denton. Additional resources include the following. ► Crunchbase (for identifying recipients of venture funding) ► Fast Company (magazine about the world’s most innovative companies) ► MIT Technology Review (magazine about the smartest companies) 2B.6. PROMOTING DENTON’S CREATIVE BRAND. An important component of building an entrepreneurial ecosystem is making residents aware of how entrepreneurship can help to drive the economy. The City should collaborate in raising awareness of success stories, both locally and regionally. 2B.6.1. Aggressively utilize the City’s social media channels to publicize successes. 2B.6.2. Pitch stories about successful Denton companies to media outlets, such as the Denton Record- Chronicle, Dallas Morning News, Fort Worth Star-Telegram, Dallas Innovates, and D Magazine. 2B.6.3. Develop a Citywide entrepreneurial recognition program that harnesses the strengths of local efforts that already exist in Denton. 50 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 21 CREATIVE DENTON CASE STUDY | EMERGING PRAIRIE FARGO, NORTH DAKOTA https://www.emergingprairie.com/ BACKGROUND EP (Emerging Prairie) opened in 2013 with the mission of growing the entrepreneurial community in North Dakota and furthering economic growth for the state. Originally a for-profit organization, EP became a nonprofit in 2016 in order to remain a financially stable, independent organization. Its revenue model is a mix of philanthropy and earned income, which is generated through consulting services, membership to the coworking space (the Prairie Den), and paid partnerships. EP has three divisions: (1) the Ecosystem, which includes the Prairie Den, events, conferences, and programming; (2) the Emerging Digital Academy, a full-time, 20-week coding school that launched in 2020; and (3) the Grand Farm Initiative, which will create an AI-based working farm prototype by the year 2025, while simultaneously cultivating the larger support system for the future of farming. TAKEAWAYS FOR DENTON ► At a critical point in its history, EP changed its business model in order to diversify its funding sources and become more financially stable. ► While the coworking space is an important part of EP, its entrepreneurial ecosystem consists of broader components aligned to clear economic goals and targets for growth. ► Equity and inclusion are viewed as a business imperative, and intentional efforts are made to diversify the entrepreneur pipeline. PROGRAM OUTCOMES ► Microsoft invested $1.5 million in the Grand Farm Initiative. ► EP held 135 events with more than 11,000 community members in attendance. ► Forty-one percent increase in year-over-year membership. Source: TIP Strategies research. 51 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 22 2C. SUSTAINABLE DENTON THE VALUE Cities and regions are starting to embrace the growing importance of sustainability to economic vitality. Due to its 100 percent renewable energy goal, Denton is on track to becoming one of the most sustainable communities in the country. A select group of US cities have committed to this ambitious goal, and only a handful have achieved it. Aligning the City’s economic development efforts with its sustainability goals can bring environmentally conscious growth to Denton that both enhances the City’s environmental ethos and attracts business investment. THE ANCHORS DME (Denton Municipal Electric) is one of Denton’s greatest assets not only because of affordable rates but also because of its role in fostering sustainable development and growth. Denton’s ability to meet 100 percent of its electric needs from renewable sources and have a local gas plant allows the City to maintain competitive rates, while also reducing its environmental impact. Building a sustainability-focused growth strategy with DME as a centerpiece will provide Denton with a strategic advantage in attracting green businesses and investment. THE ECOSYSTEM Denton has a significant opportunity to lead the sustainability ecosystem in North Texas as well as the state. Its commitment to renewable energy and environmentalism is forward looking and progressive. Working closely with DME, the City’s Economic Development Department can continue to build resources and incentives for greater energy efficiency among Denton’s businesses. The City can leverage its reputation for sustainability to attract environmentally conscious businesses and be a thought leader in DFW’s renewable energy sector. ANCHORS ► Denton Municipal Electric ► UNT Department of Geography and the Environment ► UNT College of Engineering COMPETITIONS AND EVENTS ► NTAEP TCEQ Trade Fair ► CleanTX GridNEXT Conference ► Society of Texas Environmental Professionals Annual DFW Meeting LOCAL CAPITAL ► Energy Efficiency Incentive ► Solar Installation Incentive ► Engineering Audit ► Standard Offer Incentive ► Green Business Program KEY AND EMERGING PLAYERS ► Embassy Suites ► North Central Texas Council of Governments Public Works Council ► North Texas Green Council ► North Texas Renewable Energy Group ► Sierra Club Lone Star Chapter BUILDING BLOCKS ► North Texas Association of Environmental Professionals ► CleanTX ► Texas Municipal Utilities Association ► Advancing Data Center and IT (Information Technology) Infrastructure Professionals PUBLIC AWARENESS ► Green Source DFW ► Renewable Energy ► Journal of Renewable and Sustainable Energy ► The Solar Reflector 52 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 23 STRATEGIES AND ACTIONS 2C.1. SIMPLY SUSTAINABLE STRATEGIC PLAN. Denton’s Simply Sustainable strategic plan from 2012 was ahead of its time and offered a blueprint for improving the City’s sustainability. Integrating economic development efforts with those goals can strengthen Denton’s environmentally conscious identity and attract investments aligned with environmental priorities. 2C.1.1. Prioritize the energy efficiency and conservation goal from the Simply Sustainable plan by focusing on building standards and incentives for greener residential and business development. 2C.1.2. Work with DME and the City’s Development Services department to better understand green building standards, including what is currently required of developers. ► Continue to incorporate LEED (leadership in energy and environmental design) certification and environmentally beneficial activities into incentive policies and development standards. ► Develop tiers of building standards that will promote sustainability and can be opted into by developers who want to build more environmentally friendly buildings. 2C.1.3. Build a more robust set of incentives to encourage developers to adopt green building standards. More incentives should be offered for developments that meet higher tiers of standards. ► Strengthen the commercial incentives currently offered by DME by offering stronger incentives differentiated by different levels of energy efficiency. ► Collaborate with the City’s Development Services department in adding structural incentives for green buildings, such as expedited review/permitting processes and density bonuses. ► Reduce or reimburse fees for developments that follow green building standards. Examples of fees include review/permitting fees and impact fees. 2C.2. TARGET ENVIRONMENTALLY CONSCIOUS BUSINESSES. Denton has an opportunity to target environmentally conscious businesses that are attracted to the community’s sustainability and conservation efforts. The community’s commitment to and actions toward sustainability will make Denton a national, and even global, leader in sustainable growth and green development. 2C.2.1. Identify businesses that are high electricity users, such as data centers. DME’s competitive rates and the ability to power businesses using 100 percent renewables is a good marketing opportunity for both the company and for Denton. ► While data centers do not bring many jobs to a community, they consume vast amounts of electricity, which will provide Denton with additional revenue. Global innovation is focused on making data centers more energy efficient, and Denton can be on the cutting edge of this movement because of its renewable resources. ► According to a CBRE US Data Center Trends report, the DFW Metroplex was the second fastest-growing market for data centers in 2019. Low utility costs, ease of transportation access, incentives, and safe climate conditions make DFW an ideal location for data centers. ENERGY EFFICIENT DATA CENTERS “More and more IT companies are boasting of their commitment to achieving 100 percent reliance on renewable energy. To fulfil such pledges, some of the biggest are building their own energy campuses… More often, the data titans sign contracts to receive dedicated supply from existing wind and solar farms. In the U.S., those can still be hard to come by.” —Fred Pearce, “Energy Hogs: Can World’s Huge Data Centers Be Made More Efficient?” Yale Environment 360. 53 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 24 2C.2.2. Provide technical assistance to developers and businesses that want to leverage federal incentives, such as the Business Energy Investment Tax Credit, or obtain LEED certification. 2C.2.3. Network with regional and statewide organizations focused on clean energy, municipal utilities, and data centers to understand trends and develop relationships with industry leaders. 2C.3. THINK GLOBAL, ACT LOCAL. In 2015, the United Nations Member States adopted 17 SDGs (Sustainable Development Goals). The SDGs create a vision for economic prosperity, sustainability, and equity that is shared by many cities around the world, including Denton. The City’s leaders have an opportunity to think global and act local by adopting several SDGs focused on sustainability and economic growth. 2C.3.1. Adopt the SDGs and formally make them a priority for the City of Denton. The four SDGs most related to Denton’s sustainability and economic development efforts are highlighted here. ► SDG 7: AFFORDABLE AND CLEAN ENERGY. Ensure access to affordable, reliable, sustainable, and modern energy for all. ► SDG 8: DECENT WORK AND ECONOMIC GROWTH. Promote sustained, inclusive, and sustainable economic growth, full and productive employment, and decent work for all. ► SDG 9: INDUSTRY, INNOVATION, AND INFRASTRUCTURE. Build resilient infrastructure, promote inclusive and sustainable industrialization, and foster innovation. ► SDG 11: SUSTAINABLE CITIES AND COMMUNITIES. Make cities and human settlements inclusive, safe, resilient, and sustainable. 2C.3.2. Align performance metrics with the targets and indicators associated with each SDG. Not all targets will be directly applicable, so Denton can also set its own targets aligned to the SDGs. FIGURE 4. UNITED NATIONS SUSTAINABLE DEVELOPMENT GOALS Source: United Nations, Sustainable Development Goals Knowledge Platform. 54 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 25 2C.4. GREEN MARKETING. Denton should be commended for the ambitious sustainability goals and significant progress toward those goals. These sustainability efforts should not be distinct from the City’s economic development activities. With better marketing of Denton’s sustainability as a business advantage, the City can achieve both its environmental and economic ambitions. 2C.4.1. Incorporate Denton’s Green Business Program in economic development digital marketing. The program can benefit from more targeted promotion to the business community. ► Add an annual award or appreciation period for Denton’s most sustainable and energy efficient businesses. ► Promote the Green Business Program during BRE visits and include information on participation in the City’s database of existing businesses. 2C.4.2. Revise digital marketing materials to include a greater focus on Denton’s sustainability goals and 100 percent renewable energy resources. ► According to the Sierra Club, over 150 US cities have committed to 100 percent renewable electricity for their entire communities. Fewer than 10 cities have already achieved this milestone, and soon Denton will be in that elite group. This should be promoted widely and used as a focal point in economic development materials. ► Create more specific resources to target companies in the clean energy sector and include information on incentives for those companies to relocate or expand to Denton. 2C.4.3. Cultivate relationships with regional and statewide clean energy networks. Treat these networks as a channel for promoting Sustainable Denton as well as furthering business attraction efforts. 55 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 26 SUSTAINABLE DENTON CASE STUDY | EPICENTER SAN ANTONIO, TEXAS https://www.epicenterus.org BACKGROUND Cofounded in 2015 by CPS Energy (San Antonio’s municipal electric utility company) and three energy technology companies (OCI Solar Power, Itron and Landis+Gyr), EPI (EPIcenter) is a nonprofit innovation hub focused on sustainable energy research with a local, national, and global perspective. EPI advances the industry through the EEIA (EPI Energy Incubator and Accelerator) program, advisory services, and networking events and conferences. EEIA’s mission is to support early-stage startups with commercially viable technologies and services related to sustainable energy innovation. EEIA matches startups with mentors and subject matter experts to help create and refine business plans as well as connect to the funding, legal, and capital sources needed to achieve commercialization and financial sustainability. EEIA also offers tiered membership for businesses and entrepreneurs who are looking for select services or virtual support. TAKEAWAYS FOR DENTON ► Municipal utilities can support economic development efforts in a variety of ways beyond providing utilities. ► DME can play a central role in facilitating green energy innovation in Denton, especially as the City reaches its 100 percent renewable resource goal. ► The combination of Denton’s entrepreneurial scene and broader sustainability goals makes Denton a prime location for clean tech and green energy startups. PROGRAM OUTCOMES ► Since its inception in 2017, EEIA has supported six to seven startups per cohort. ► EPI has hosted three international summits and conferences focused on sustainable energy. ► San Antonio-based EEIA member, Terra Solar, won $50,000 in the Department of Energy’s 2020 American-Made Solar Prize. ► University of Texas at San Antonio Leaptran won a Smart 50 Award for its energy monitoring and control system for buildings in 2019. Source: TIP Strategies research. 56 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 27 2D. COMPETITIVE DENTON THE VALUE Planned developments and improved infrastructure will continue to elevate Denton as a vibrant economic node in the DFW Metroplex. Denton already has unique assets in its universities, hospital systems, and authentic town square that make it stand apart from other DFW communities. As new housing developments and transportation improvements are made over the next 10 years, Denton will be in a more competitive position for business development and talent attraction. THE ANCHORS Denton’s strong hospital systems draw visitors to the City to receive important medical services. These hospitals provide an important service for the entire county and contribute significant tax revenue for the City of Denton both directly and indirectly. Furthermore, the A-train rail service and bus system operated by the DCTA (Denton County Transportation Authority) provide critical transit infrastructure that many other DFW communities lack. Leveraging these anchors for future development is crucial for Denton’s long-term growth. THE ECOSYSTEM Numerous recent and planned developments are raising Denton’s profile and will position the community for more business investment and new residents. Most notably, the Cole and Hunter Ranch development off I-35W will alter Denton’s profile for the better and make the City a formidable competitor for DFW businesses and talent. Facilitating the success of these developments, continuing to incentivize downtown growth, and improving vital infrastructure will lay the groundwork for Denton’s long-term vitality. ANCHORS ► Medical City Denton ► Texas Health Presbyterian Hospital Dallas ► Denton County Transportation Authority ► University of North Texas ► Texas Woman’s University ► North Central Texas College COMPETITIONS AND EVENTS ► NTCAR Commercial Real Estate Expo ► Dallas Regional Chamber Annual Meeting ► Fort Worth Chamber of Commerce Annual Meeting LOCAL CAPITAL ► Downtown Denton TIRZ ► EDP Investment Fund KEY AND EMERGING PLAYERS ► Hillwood Communities ► Stratford Land ► Allegiance Hillview ► Denton Main Street Association BUILDING BLOCKS ► Denton Chamber of Commerce ► Denton Black Chamber of Commerce ► Commercial Real Estate Development Association PUBLIC AWARENESS ► Development Magazine ► Texas Hospitals ► BOMA Magazine 57 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 28 STRATEGIES AND ACTIONS 2D.1. COLE AND HUNTER RANCH. Denton City Council’s approval of the Cole and Hunter Ranch development is a game changer. The addition of new homes, an employment center, retail amenities, and greenways stretched across 6,400 acres will transform Denton into a major economic hub. The development also opens the potential for more industrial and commercial development, especially south of the airport. 2D.1.1. Dedicate staff resources to supporting Hillwood and Stratford in making the Cole and Hunter Ranch vision come to fruition. 2D.1.2. Provide concierge services to help the developers navigate processes across City departments and solve any challenges that arise. 2D.1.3. Continue to work with Hillwood and Stratford to ensure that a mix of housing options, from high- density to low-density, are built to increase the diversity in Denton’s housing stock. ► The development will bring higher-end housing options that are necessary to attracting and retaining many high-paying jobs and professional talent. 2D.2. DOWNTOWN DEVELOPMENT. Successful downtown development and an authentic town square are among Denton’s top economic development achievements. The City should continue to prioritize the downtown area by incentivizing residential and commercial development beyond the square. 2D.2.1. Sustain implementation of the City’s Downtown Implementation Plan adopted in 2010. ► The plan’s recommendations to create more mixed use, pedestrian-friendly development extending off the downtown square are still very important to Denton’s success. 2D.2.2. Continue utilizing various tools (development incentives, Chapter 380 agreements, TIRZ financing, and historic tax exemptions) to stimulate new private investment in the downtown. 2D.2.3. Prioritize development of additional residential and commercial office space in downtown Denton, especially the corridors extending off the square. ► It is important to incentivize the location of new industrial businesses and the relocation of existing industrial businesses to Westpark Industrial Park so that downtown Denton can be more pedestrian-friendly and accommodate non-industrial companies. ► Though the downtown square is thriving, more focus on the corridors extending off the square will help transform downtown Denton into a thriving residential and commercial district. 2D.3. PROFESSIONAL OFFICE SPACE. Denton’s lack of professional office spaces poses a barrier to the growth of existing companies as well as the attraction of larger professional services firm. To boost Denton’s competitiveness for business investment, the City must incentivize the development of office spaces. 2D.3.1. Promote the development of Class A buildings for office space and creative redevelopment of existing structures to attract professional services and tech-oriented companies. ► The City could utilize a Chapter 380 agreement to incentive the development of new or refurbished office space in the downtown for small businesses and entrepreneurs. ► Alternatively, the City might apply for a grant from the US EDA (Economic Development Administration) to support the public infrastructure needed for a development project. ► Ensure that new Class A building office space is developed as planned in the Cole and Hunter Ranch developments to create a new employment center for Denton. 58 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 29 2D.3.2. Utilize financial incentives to support the development of new or refurbished office space. ► For example, Sugar Land, Texas, created an incentive focused on Class A building development. The existing incentives (e.g., grants, loans, tax abatements) to real estate developers who create new Class A building office space according to a range of guidelines. 2D.3.3. Strengthen relationships with the regional real estate development and brokerage community by hosting quarterly or annual meetings with DFW real estate professional and trade associations. 2D.4. INFRASTRUCTURE. As Denton continues to grow, the need for its infrastructure to keep up is paramount. The City’s Economic Development team should work with the City’s Development Services department in prioritizing improvements that will provide the most return on investment and catalyze other transformational projects. 2D.4.1. Extend basic infrastructure to north Denton around Loop 288 to lay the groundwork for future residential and commercial development after TxDOT completes reconstruction of the loop. 2D.4.2. Improve the aesthetics and accessibility of main corridors leading into the downtown square. Dallas Drive and Fort Worth Drive are the main entrances from I-35 into the City core. 2D.4.3. Launch a Denton Fiber initiative to expand broadband connectivity and access to all businesses and residents. ► Work with all broadband internet providers in Denton to create an initiative under one brand as a tool to attract technology companies, investors, and talent. ► Develop procedures and requirements for the installation of 5G infrastructure in new developments to prepare Denton for future technology. ► Close the digital divide by targeting resources to expand internet access for Denton residents. As seen in Figure 5, a larger share of Denton’s residents lacks broadband internet at home compared to surrounding communities. ► Explore building a municipally owned broadband network and leasing it to internet service providers to incentivize last-mile services to residents in low- and moderate- income neighborhoods. ► The City can also apply for an EDA grant to help cover infrastructure costs associated with an initiative to expand broadband connectivity in Denton. FIGURE 5. BROADBAND CONNECTIVITY IN DENTON Source: American Community Survey, 2018 5-year sample; TIP Strategies, Inc. 59 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 30 2D.5. DIGITAL MARKETING. One of the most common challenges cited by stakeholders is the ability to tell the Denton story in a way that fully captures the City’s advantages and leverages modern communications platforms. Digital marketing resources are necessary for a modernized economic development program. 2D.5.1. Refresh the Denton EDP website so that it serves as the City’s primary online portal for economic development prospects, site location consultants, commercial real estate brokers, and other business decision-makers. The new sites should include features and information such as the following. ► The City’s specific functions related to economic development (e.g., incentive programs, economic development initiatives, staff directory). ► Focus on providing relevant details highlighting what makes Denton competitive for investment and talent in its strategic growth areas. ► Present in-depth profiles and descriptions of local and regional workforce strengths. ► Include testimonials from business leaders about why Denton is a great place to do business. This information can be captured during BRE visits. 2D.5.2. Establish a digital marketing campaign to highlight Denton’s economic development advantages and success stories. Develop baseline digital marketing tools and engage in regular digital marketing activities, including the following. ► Infographics created to visually highlight Denton’s key assets and advantages. ► Periodic LinkedIn Pulse articles that describe Denton’s competitive business advantages, using interviews with existing businesses to tell their story. ► Weekly Facebook, LinkedIn, and Twitter posts linking to the Pulse article. ► Short YouTube videos created to highlight what makes Denton a great community for businesses and residents. These videos can also be aired on Denton Television. 2D.5.3. Collaborate with the Denton Chamber of Commerce to create digital materials aimed at commercial real estate brokers, describing the attractive environment for business relocation. ► Use the material to teach local brokers about the top selling points of Denton and why it stands out compared with the rest of the DFW Metroplex. 60 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 31 COMPETITIVE DENTON CASE STUDY | GIG CITY CHATTANOOGA, TENNESSEE http://chattanoogagig.com/ BACKGROUND In the last half of the twentieth century, Chattanooga was a city in decline. Many residents did not have access to broadband services, and talent was fleeing in search of better opportunities. TEC (The Enterprise Center), a nonprofit public-private partnership, was created and tasked with growing a high- tech ecosystem in Chattanooga and improving its citizens’ lives through technology. To minimize power outages and create a smart grid for the city, EPB (Chattanooga’s municipal electric utility company) began to update its electrical grid with fiber optic cables. EPB and city officials realized that universal access to fiber could also slow the outflow of talent and attract businesses. Since then, TEC has prioritized research and development of the smart grid by connecting EPB and the University of Tennessee at Chattanooga with organizations across the nation. In 2019, EPB remains the only provider in the nation to offer residential 10-gigabit internet service. EPB’s territory extends over 600 miles and includes more than 100,000 customers for its telecom services. TAKEAWAYS FOR DENTON ► Leverage DME’s workforce and capabilities to lay the foundation for advanced technology benefitting both residents and businesses. ► Create an inclusive and affordable broadband network for residents and businesses to enable growth and prosperity. ► Market Denton as a technologically advanced and inclusive community to attract new residents and drive business investment in the city. PROGRAM OUTCOMES ► In 2009, EPB received $111 million from the US Department of Energy to build its fiber network. ► Between 2011 and 2016, almost 4,000 jobs were created or maintained in Hamilton County, Tennessee. Chattanooga generated nearly $1 billion as a direct result of its fiber optic network. ► Having the fastest internet connection in the nation has attracted major businesses (e.g., Volkswagen and Amazon), startups and investors, and led to the creation of an Innovation District. Source: TIP Strategies research. 61 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 32 GOAL 3. STRENGTHEN COMMUNITY INCLUSION Align economic, workforce, and community development efforts to meet critical community needs and to strengthen community inclusion. Many in the economic development field are beginning to recognize the importance of inclusive economic growth to provide opportunity for all residents, particularly those with lower incomes or levels of educational attainment. An economic development strategic plan that does not address how to deliver broader prosperity to all constituents would be shortsighted. This is especially important in Denton, which has a larger share of low- income residents than its peers. The median household income in Denton is $56,500, falling below the overall median household income in Denton County of $83,400 (American Community Survey, 2018 5-year sample). Efforts to grow Denton’s existing industries and attract new business investment will not guarantee that Denton’s vulnerable communities will be able to share in this prosperity. Denton cannot afford to leave existing residents behind. Addressing the challenges and barriers that low- and moderate-income residents face will be crucial to creating a more economically vibrant and resilient community. The City’s Economic Development and Community Development teams already recognize this reality and are collaborating on efforts to expand affordable housing in Denton. This collaboration should be expanded on and integrated with workforce development priorities. Expanding affordable housing options and building career pathways in high-demand industries are two central ways that the City can align its economic, workforce, and community development efforts to benefit Denton’s most vulnerable residents. STRATEGIES AND ACTIONS 3.1. WORKFORCE COLLABORATIVE. Successful communities across the US are focused on aligning the needs of businesses and creating workforce pathways for residents. Denton should convene businesses, training providers, and nonprofits to work together in creating meaningful career pathways in critical sectors. 3.1.1. Build off the workforce collaborative, detailed in Strategy 1.4, to focus on workforce needs during the period of economic recovery. ► Convening a workforce collaborative should be an ongoing task of the City’s Economic Development team. ► Connect any efforts of a Denton- specific workforce collaborative to the work of the DCWSLT focused on the ALICE population. 3.1.2. Continue to convene regular meetings with key employers, Workforce Solutions, NCTC, and other providers to identify business needs and connect unemployed residents to jobs. TALENT-DRIVEN ECONOMIC DEVELOPMENT PRIORITIES 1.“Realign state economic development spend to invest in proven training solutions, such as customized job training grants and community college partnerships. 2.Target economic development incentives towards opportunity-rich business practices that help build local talent pipelines. 3.Develop and disseminate new skills-based hiring tools that facilitate more efficient and equitable hiring practices. 4.Test new local talent financing solutions, such as revolving loan funds, that target training toward high- demand jobs. 5.Experiment with new regional Talent Exchange intermediaries that connect middle schools, high schools, community colleges, higher education institutions, and in-demand skills providers with businesses in key growth sectors.” —Joseph Parilla and Sifan Liu, Talent-Driven Economic Development: A New Vision and Agenda for Regional and State Economies, Brookings Institution, 2019. 62 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 33 ► Considering COVID-19, the immediate focus should be on supporting unemployed residents in connecting to jobs or reskilling them for new opportunities. 3.1.3. Over the long term, identify two to three occupations and/or skills that are critical to Denton employers and develop pathways to support residents in moving into those roles. 3.1.4. Organize the collaborative around sharing data, coordinating demand and supply, aligning efforts to build talent pipeline, and streamlining BRE efforts. 3.2. HOUSING AFFORDABILITY. In addition to needing higher-end housing options (see Appendix A for more details), Denton also has a housing affordability issue. Compared to surrounding cities, Denton has a larger share of high-need populations. City leaders must address the needs of low- and moderate-income residents to ensure that Denton’s growth is equitable and inclusive. 3.2.1. Continue to collaborate with the City’s Community Development department in supporting the development or redevelopment of affordable housing in south and east Denton. 3.2.2. Preserve existing housing by offering financial assistance for repairs or retrofitting to maintain naturally occurring affordable housing. 3.2.3. Leverage the federal Opportunity Zones incentive and New Markets Tax Credit to support the development of valuable projects that will support the needs of existing residents. ► Work with the Community Development department and community organizations to identify projects that need access to capital and can add value to under-resourced neighborhoods. ► Identify specific projects that would benefit the community and pitch the projects to investors in the DFW area with Opportunity Funds. ► Offer financial and other incentives to facilitate the development of these projects. Utilize community development block grants and other economic development grants as well as support through City processes. ► Seek philanthropic funding to support project finances in order to reduce risk for developers and make affordable housing projects more financially feasible. 3.2.4. Identify opportunities for adaptive reuse of existing buildings that can be converted into multiunit housing and preserve existing structures and utility connections. 3.2.5. Improve the development review process to decrease costs for those committed to building workforce and affordable housing. ► Expedited reviews, fee reimbursements, and preapproved plans at low or no cost are best practices used by other communities. 3.3. GROW YOUR OWN TALENT INITIATIVE. One of Denton’s top assets is the young talent and energy that the City possesses, due in part to the presence of multiple universities. Over 58 percent of Denton’s population is below the age of 35. By strengthening youth programs and retaining more graduates, Denton can significantly strengthen its talent pipeline and competitiveness for business investment. 3.3.1. Support youth entrepreneurship programs at the local level to foster a culture of innovation and cultivate an entrepreneurial spirit. ► Entrepreneurship education is especially important for helping low-income youth to develop skills and knowledge that will support their future success and benefit their communities. 63 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 34 ► The National Consortium for Entrepreneurship Education provides resources and technical assistance for entrepreneurial education (http://www.entre-ed.org). 3.3.2. Encourage Denton ISD to incorporate entrepreneurship into academic curricula and increase exposure and access to Denton’s startups. 3.3.3. Gather data from UNT, TWU, and NCTC about graduates, including how many students stay in Denton and the DFW Metroplex versus relocating to other parts of the state or country. ► Identify programs or departments that produce graduates in industries and sectors related to Denton’s strategic growth areas. ► Enhance student connections to the Denton community and businesses by creating internship opportunities, showcasing Denton businesses on campus, and targeting digital marketing for some events and programs to students. 64 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 35 CAPACITY AND RESOURCES Denton’s ability to successfully modernize its economic development programs and implement this plan will depend on a revised approach to its governance and funding mechanisms for economic development. Additionally, the City will require more robust CRM (customer relationship management) systems to track leads and manage information about Denton’s businesses. This section describes considerations for Denton’s capacity and resources to carry out a modernized economic development approach. Recommendations and considerations are provided related to Denton’s EDP, funding resources for short-term economic recovery and long-term success, and internal systems for the City. ECONOMIC DEVELOPMENT PARTNERSHIP The Denton EDP was created in 1987 to formalize shared economic development responsibilities and functions between the City and the Denton Chamber of Commerce. One of TIP’s primary recommendations in the 2003 economic development strategic plan was to create the EDPB to oversee activities of both the City and the chamber. Since then, the EDPB has grown to include representatives from the public and private sectors, anchor institutions, and key constituencies across Denton. The goals and mission of the EDP remain relevant and appropriate for Denton’s economic development efforts. As Denton navigates economic recovery from the COVID-19 pandemic, the EDP will play a critical role in supporting businesses and residents. The economic fallout will be too great for individual organizations and entities to manage alone. It is important that the EDP coordinates efforts to accelerate recovery. Once Denton’s economy recovers from the COVID-19 effects, the EDP will play an important role in fostering growth and capitalizing on planned investments, such as the Cole and Hunter Ranch development. It will be more important than ever to have a high-functioning EDP that can be aggressive, targeted, and strategic in its approach to economic development. Figure 6 provides an overview of the EDP governance structure. FIGURE 6. ECONOMIC DEVELOPMENT PARTNERSHIP STRUCTURE PARTNERS WORKING GROUP EDP BOARD Membership − City, Chamber, DME staff, EDPB Chair or Vice-Chair Broad group of stakeholders Meeting Frequency − Monthly Quarterly Purpose − Coordinate economic development tasks and activities with a focus on prospect generation, business attraction, BRE, and marketing. Make strategic decisions related to Denton’s economic development goals and the resources necessary to meeting those goals. 65 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 36 Recommendations for the EDP structure include three changes. 1. Creating a partners working group with staff to coordinate core economic development activities. 2. Aligning representation on the EDPB with priorities and strategic growth areas outlined in this plan. 3. Changing the EDPB’s meeting cadence to a quarterly, rather than monthly, basis. To facilitate closer coordination, the EDP needs a smaller working group, including key partners who can manage day-to-day economic development activities. ► This working group should be comprised of staff from the City, the chamber, and the DME. Regular participation from the EDPB chair and/or vice-chair should be included to bridge between the working group and full EDPB. ► Monthly meetings of the partners working group will provide a regular cadence of check-ins about prospects and progress toward implementing the strategies and actions in this plan. A more focused and strategic EDPB should be revised to include representatives from critical sectors and organizations in Denton aligned to the strategies outlined in this plan. ► EDPB meetings should be shifted to a quarterly schedule and focused on Denton’s broad economic development goals and the resources necessary to meeting those goals. ► The current size of the EDPB should be maintained, but seats on the board should be revised to include new representation from the following sectors and functions. ► DME (Denton Municipal Electric) ► Entrepreneurship and/or technology ► Workforce development ► Community development ► Marketing and/or tourism ► Additionally, the EDPB should explore using informal, ad hoc task forces (as needed) to advance work around important issues like COVID-19 economic recovery and workforce development. 66 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 37 FUNDING One of the reasons why Texas is one of the most economically competitive states in the country is a statewide policy allowing local communities to dedicate a portion of their sales tax to fund EDCs (economic development corporations). Communities across the state utilize Type A (focused on industrial development) or Type B (focused on industrial development, parks, museums, sports facilities, and affordable housing) EDCs in order to fund economic development projects. As evidenced in Figure 7, many of Denton’s surrounding neighbors dedicate resources toward economic development in this way. FIGURE 7. SALES AND USE TAX ELECTIVES AS OF MARCH 2020 Sources: Texas Comptroller of Public Accounts; TIP Strategies, Inc. Denton has elected to dedicate its sales tax resources to the DCTA rather than create an EDC. With a sizeable portion of the City’s land off the tax rolls, most of the City’s total revenue comes from sales tax and property taxes from a smaller group of businesses and households. Denton needs to find creative ways to increase the level of resources dedicated to economic development efforts. Successful implementation of this strategic plan will demand increased investment. ECONOMIC RECOVERY AND RELIEF In the short-term, Denton’s resources should be focused on providing relief to and accelerating recovery for business and residents. This can be challenging for many communities, as the level of need far exceeds the resources and capacity available. Furthermore, local governments will likely see a decline in their budgets as revenue from sales and other taxes have decreased during the COVID-19 pandemic. Fortunately, Denton County received a large share of the federal 2020 CARES Act and plans to use $24 million for business support. 67 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 38 Communities across the US have implemented a few best practices in supporting economic recovery that might be models for Denton. In addition to the strategies highlighted under Goal 1 (Accelerate Recovery), the City should apply for federal stimulus funds, repurpose existing tools, and create public-private initiatives. ► APPLY FOR FEDERAL STIMULUS FUNDS. The EDA allocated $1.5 billion from the CARES Act to supplement existing funds dedicated to the Public Works and Economic Adjustment Assistance programs. These programs provide economically distressed communities and regions with funds to support job creation and retention, innovation, enhanced manufacturing, workforce development, and business investment. Some census tracts within Denton meet economic distress criteria. The City’s Economic Development team has already identified potential projects that will benefit important communities and priorities in Denton. Efforts to package a possible grant submission to the EDA should be prioritized, as this is a prime opportunity to leverage federal funds to accelerate economic recovery and to support catalyst projects. ► REPURPOSE EXISTING TOOLS. As Denton businesses start to reopen, it is possible that county-level funds will be enough to meet the needs of the business community. However, as the City continues to develop an understanding of how economic recovery is unfolding, there might be gaps in relief and recovery tools that can be filled by temporarily revising existing tools. For example, the EDP Investment Fund, TIRZ funds, and Chapter 380 grants might need to be repurposed to benefit groups that are unable to access county or federal funds. The City could provide targeted supports by creating more flexibility within existing tools. ► CREATE PUBLIC-PRIVATE INITIATIVES. Some communities have formed a public-private partnership to coordinate resources across organizations, provide technical assistance for businesses applying for federal funds and sharing information about the effects of COVID-19 across their cities. Denton is already doing this to provide rental and residential utility assistance. A more robust example of this is #BhamStrong, a public- private partnership formed in Birmingham, Alabama. The partnership includes local businesses, the United Way, the municipal government, and more. Partners have created a resource directory for businesses and residents seeking relief, financial assistance, and information. While existing resources might be limited for the City, creating an economic relief fund in collaboration with the chamber might be helpful in aiding recovery efforts. Alternatively, repurposing the EDP Investment Fund in the short term to provide relief and recovery aid is another option. The regional economic development group formed with the chamber, Denton County, and other economic development partners could potentially be expanded to play a stronger role in aggregating information, providing technical assistance, and offering other resources during economic recovery. 68 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 39 DENTON CATALYST FUND Denton’s economic competitiveness over the long term will require more significant investment in economic development. Many strategies outlined in this plan depend on an increased investment in economic development efforts. It is paramount that Denton’s leaders make a strong commitment to increasing resources dedicated to economic development. Figure 8 provides information about the level of resources invested in economic development by some of Denton’s surrounding communities. Many communities in Texas dedicate a portion of their sales tax for economic development. These resources are often funneled through local EDCs that are categorized by the intended use of those funds. Type A EDCs support industrial development projects, such as business infrastructure, manufacturing, research and development, job training, and public transportation. Type B EDCs can support not only all projects eligible for Type A funding but also parks, museums, sports facilities, and affordable housing. Without sales tax election for economic development, Denton’s best course of action is to establish a catalyst fund that can be used not only to provide incentives but also fund specific programs to grow Denton’s economy. Catalyst funds can also be used to support transformational projects or provide seed funding for innovative initiatives. Several successful communities in Texas are turning to similar funds as either an alternative to Type A or Type B EDCs or to supplement the work of their EDCs. Developing a catalyst fund will allow Denton to better meet the strategic objectives and goals of this plan; however, maintaining flexibility in determining how to build resources to meet those goals will be necessary. What is possible and reasonable for other DFW communities may not be for Denton. It is up to Denton’s leaders to determine what level of commitment and investment they should make for economic development. Increasing Denton’s level of investment in economic development will require gradually building resources over time, and the level of resources needed to carry out the City’s strategic goals will likely not be static from year to year. Ultimately, a catalyst fund will provide Denton with more options and mechanisms to better support economic development initiatives and projects aligned with the City’s strategic priorities. FIGURE 8. ECONOMIC DEVELOPMENT CORPORATION REVENUE FOR SELECTED DFW CITIES (2019) CITY SALES TAX TYPE TOTAL EDC REVENUE ($ MILLION) Allen Type A $13.5 Type B $11.1 Coppell Type B $13.1 Flower Mound Type B $3.2 Frisco Type A $43.0 Type B $29.6 Grapevine Type B $19.3 Lewisville Type B $9.0 McKinney Type A $16.7 Type B $14.1 Southlake Type A $6.3 Type B $8.0 Source: Texas Comptroller of Public Accounts. 69 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 40 FIGURE 9. RECOMMENDED STRUCTURE FOR A DENTON CATALYST FUND A catalyst fund is often comprised of resources from both the public and private sectors. Aggregating resources from several sources not only increases the level of resources available but also builds broad community support for economic development. Typically, contributions to a catalyst fund come from major businesses and institutions as well as public investments from local and/or regional governments. In addition to public and private resources, one of Denton’s greatest untapped assets for economic development is DME. Denton can draw on its utility, public resources, and businesses to create a robust catalyst fund appropriate for modernized economic development efforts (Figure 9). ► DME. Communities with municipally owned utilities often leverage their utilities to support economic development efforts. Beyond providing competitive rates and supporting incentive packages, some utilities transfer a percentage of utility revenues into a fund dedicated to economic development. This contribution is made on top of revenue transfer into a city’s general fund. In addition to contributing financial resources, a utility can also support economic development through education and workforce development programs that build the talent pipeline for a city’s primary industries. More information about creative uses of municipal utility funds can be found in Appendix C. ► CITY RESOURCES. Cities often contribute resources to an economic development fund that can be used to provide incentives for business attraction or to support economic development programs. There are several ways that cities set aside resources for economic development. The most common way is to fund economic development through a general fund. Alternatively, cities can adopt policies to roll back expired incentives into other economic development efforts. Some communities earmark a portion of anticipated tax revenue from future developments to support economic development. For example, the City could earmark a portion of future tax revenue from the Cole and Hunter Ranch development for an investment in the catalyst fund. This would require consideration by and approval from City Council members. DME Percentage contribution from utility for economic development activities CITY Incentive rollbacks or earmarked percentage of tax revenue from future developments BUSINESSES Fundraising campaign led by the Denton Chamber to increase private sector engagement DENTON CATALYST FUND 70 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 41 ► BUSINESS INVESTMENT. It is important for existing businesses to continue supporting economic development efforts that will grow Denton’s economy. Successful and effective catalyst funds require significant business engagement in both financial support and participation in economic development efforts, such as business attraction and support for education and workforce development. Existing businesses often invest in a catalyst fund to maximize the effectiveness of their investments in their communities and efforts to improve economic conditions. A business-oriented organization, such as a chamber of commerce, is usually responsible for leading a fundraising campaign and ensuring continued business engagement. These organizations can set up and manage funds more easily than public sector partners. INCENTIVES Cities invest in economic development efforts in many ways. Most cities provide financial and/or operational support for programs and initiatives that support residents and businesses. For example, entrepreneurship and business recruitment programs often receive municipal support. In addition, cities make infrastructure improvements that have a significant effect on growth and development. Marketing, site selection support, and data analysis are also common functions provided by municipal economic development departments. Incentives are also common ways that cities support economic development efforts. It is important to note that incentives are only one tool used by cities, and there are many types of incentives that can be offered to support economic growth. Figure 10 highlights the portfolio of incentives provided by a select group of DFW communities. Denton already utilizes most incentives used by other cities; therefore, the City should update its incentive policies to align with the goals of this strategic plan in order to continue being competitive in the DFW market. FIGURE 10. ECONOMIC DEVELOPMENT INCENTIVES OFFERED BY SELECTED DFW CITIES ALLEN CARROLLTON COPPELL FARMERS BRANCH FLOWER MOUND FRISCO GRAPEVINE IRVING LEWISVILLE MCKINNEY RICHARDSON SOUTHLAKE DENTON Job cash grants Property tax abatements Sales tax rebates/credits Fee waivers (impact or permit) Infrastructure grants Special district financing (TIRZ, TIF, FTZ, PID) Expedited services Source: TIP Strategies research. Notes: Carrollton only provides sales tax rebates for data centers. Irving provides sales tax rebates for certain retail projects. McKinney provides general permitting and inspection assistance. Denton provides expedited development services for a fee. Abbreviations are defined as follows: TIRZ (tax increment reinvestment zone), TIF (tax increment financing), FTZ (foreign trade zone), and PID (public improvement district). 71 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 42 INTERNAL SYSTEMS In addition to a revised governance structure and increased funding, the City can also benefit from improved internal systems to track data and manage information about businesses. Like all business enterprises, economic development organizations require good data and organized information in order to facilitate the best decision- making. The City’s economic development has already made great strides in improving its internal systems over the past few years. As Denton navigates economic recovery and returns to a path of growth, the need for strong systems will be even greater. High-functioning economic development organizations all have organized and centralized information systems that are flexible enough to easily share information with key partners. While a CRM system (such as Salesforce) is ideal, a makeshift CRM can be created through other platforms such as Airtable. The core systems that the City should invest in and continue to improve include the following. ► DATABASE OF DENTON BUSINESSES. A database of existing businesses is central to BRE efforts. Information gathered about business needs, challenges, and successes should be recorded in the database on a regular basis. It is paramount that this database is up to date so the City can generate timely reports, identify potential warning signs, and make decisions about how to support Denton’s key businesses and employers. ► CENTRALIZED PROSPECT/LEAD GENERATION SYSTEM. Having a centralized system to track prospects and leads is important so that information (and therefore opportunities) is not lost between partner organizations. Standardized information gathered about prospects should be entered into the system and be used to develop a package for potential businesses. ► RELATIONSHIPS/CONTACTS DATABASE. As the Economic Development team builds relationships across the City, the DFW Metroplex, and beyond, maintaining an updated contacts database is key. As noted throughout the plan, networking with VC firms, entrepreneurship organizations, and regional economic development entities is a central function that the City needs to play. A relationships/contacts database is important to facilitating that relationship building. 72 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 43 APPENDIX A. DATA FINDINGS ECONOMIC INDICATORS AND DEMOGRAPHICS ► ESTABLISHED AND GROWING INDUSTRIES. The education and healthcare sectors continue to dominate in Denton, together accounting for nearly one-third of total employment in 2019.1 Manufacturing employment has steadily risen in recent years, focused in automobile and related component manufacturing, and has overtaken retail and accommodation/food services as the third largest industry sector in the City. The transportation and warehousing sector has also become a significant source of jobs in Denton since 2017, employing nearly 4,000 workers in 2019.1 These employment trends support the notion that Denton has been successful in strengthening some of its existing target sectors, such as supply chain logistics and advanced manufacturing. ► BUILDING AN INCLUSIVE AND DIVERSE DENTON. Compared to neighboring communities, Denton is relatively racially and ethnically diverse with minority groups accounting for more than 40 percent of the population in 2018.2 Among these, the Hispanic or Latinx population is the largest, representing more than half the nonwhite population and nearly one-quarter of all residents. Leaders should pay close attention to the developing needs of Denton’s relatively large minority population in the wake of the COVID-19 crisis in order to promote inclusive economic recovery across racial, ethnic, and socioeconomic groups. ► TRAINING AND RETAINING TALENT. Though the presence of two major higher education institutions can attract economic and research activity and talent, Denton has not been able to retain a workforce as educated as its neighboring communities. Denton is educating a substantial number of workers with potential to enter the labor market.2 However, less than 40 percent of Denton residents 25 and older have a bachelor’s degree or higher, compared to well over 50 percent in neighboring Plano and Frisco.2 This suggests that Denton’s college graduates are leaving the City to work elsewhere, possibly to seek higher wages. Denton’s relatively low household median income is partially attributable to the presence of two large universities, where students tend to have lower incomes, but Denton also lacks a base of moderate-to-high-income households compared to nearby communities—there are about 4,000 households in Denton (<10 percent) with an income over $150,000, compared to about 14,000 in McKinney (about 25 percent) and over 22,000 in Frisco (>40 percent).2 HOUSING ► MORE MULTIFAMILY HOUSING. Denton has a larger share of multifamily housing and renters compared to its neighbors, in part because of the student population’s need for short-term housing options. Almost half (47.8 percent) of all housing units in Denton were occupied by renters in 2018, compared to about one-third in Plano and McKinney, respectively, and less than one-quarter in Frisco, Corinth, and Argyle.2 Moreover, multifamily housing accounted for nearly 40 percent of Denton’s housing stock as of 2018, compared to one- third of Plano’s and less than one-quarter of McKinney’s, Frisco’s, Corinth’s, and Argyle’s.2 ► STRADDLING AFFORDABILITY. The median home value and rent in Denton were much lower than the surrounding communities in 2018 (more than half of Denton’s owner-occupied housing was valued under $200,000).2 Relatively lower housing costs than neighboring communities make Denton more attractive for those seeking affordable housing in the northern DFW Metroplex. However, more than one-quarter of Denton homeowner households are cost-burdened (spend more than 30 percent of income on housing)—a higher rate than the surrounding communities with higher housing costs.2 Because Denton household incomes tend to be lower than those in neighboring communities, many households struggle with housing costs even at 1 US Bureau of Labor Statistics; Emsi 2019.4—QCEW (quarterly census of employment and wages) Employees, Non-QCEW Employees, and Self-Employed. The City of Denton is based on the aggregation of 10 ZIP Codes (76201, 76202, 76203, 76204, 76205, 76206, 76207, 76208, 76209, and 76210). 2 American Community Survey, 2018 5-year sample. 73 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 44 relatively reduced rates. For instance, suppose a Denton household earning the median income ($56,500) who currently rents at the median monthly rate ($1,046) wants to buy a median-priced home ($196,900).2 Depending on the mortgage terms, monthly payments range from $800 to $1,200.3 While those able to get more favorable loan terms might be able to make payments without financial strain, other households with lower down payments and higher interest rates would likely find the mortgage payment unaffordable. ► HIGHER-VALUE HOUSING. In addition to its affordable housing challenge, Denton also has fewer high-value homes that are often needed to attract professional service businesses. Denton lacks a substantial stock of high-value housing (less than 18 percent of owner-occupied homes were valued over $300,000 in 2018),2 which stakeholders cited as a challenge in recruiting high-paying jobs and professionals to the City. In comparison, over 47 percent of Plano’s and over 67 percent of Frisco’s owner-occupied homes are valued above $300,000. COMMUTING PATTERNS ► EXCHANGING LABOR IN DFW. In 2017, more than 43,000 Denton residents had jobs outside the City.4 More than half those jobs (22,000) were in nine DFW cities with Dallas and Fort Worth together accounting for over 10,000 jobs. Among those 22,000 jobs, about half earned less than $40,000 annually.4 In contrast, about 39,000 Denton workers who lived outside the City in 2017 had residences spread more evenly across DFW communities (i.e., 30 DFW cities account for about half these workers rather than nine), and more than two- thirds of these workers (27,000) earned less than $40,000 annually.4 This suggests that the jobs in Denton that attract workers from outside the region tend to be lower-earning positions compared to the jobs many Denton residents seek outside the City. In other words, the commuting story in Denton also reflects the notion that the City might be losing skilled labor to neighboring regions with higher-wage job opportunities. ECONOMIC DEVELOPMENT RESOURCES ► GROWING DIVERSE TAX REVENUE STREAMS. Denton’s tax revenue sources have followed the same general trend between 2009 and 2018; property tax accounts for more than one-third of revenues (averaging 38 percent over 10 years), sales and use tax generate an average of 20 percent, franchise fees at 15 percent, and other sources make up the remaining 25 percent.5 Additionally, the City saw substantial revenue growth in 2017 (11 percent increase) and 2018 (19 percent increase) driven mostly by increased property tax revenues and other sources.5 Denton appears to have more diverse tax revenue sources than neighboring communities that depend more heavily on property and sales and use taxes. ► AN OPPORTUNITY FOR MORE ROBUST ENTREPRENEURSHIP. The DFW Metroplex has received more than $6 billion in capital funding for startups since 2009, and about two-thirds of this capital was invested in Dallas, Plano, and Irving startups.6 Though investors tend to be based in the capital hubs outside the state (nearly half of investment funds are sourced from California, Massachusetts, and New York), Texas accounts for about one-fifth of the funding, with most dollars coming from Dallas investors (>$500 million).6 Denton’s startups have not received much of this funding ($3.2 million).6 It might benefit the City’s developing entrepreneurial ecosystem to network with VC firms and startups in the DFW Metroplex. 3 Estimated mortgage payments and associated affordability calculated using a modified version of Texas A&M University Real Estate Center’s Housing Affordability Index. 4 LODES (Longitudinal Employer-Household Dynamics’ Origin-Destination Employer Statistics). 5 TIP Strategies analysis of the most recent CAFRs (comprehensive annual financial reports) for Denton and selected DFW communities. Revenue categories are generally consistent across most Texas municipal CAFRs: property taxes, sales and use taxes, and franchise fees. Other revenues is a catchall term for all other taxes and service fees for government and business-type activities. Denton's CAFR specifically notes on page 119 that the electric fund is not shown separately due to confidentiality of information necessary for competitive rates. 6 Investment data from Crunchbase—a crowdsourced data set that is not comprehensive. Analysis of VC funding should be interpreted with this limitation in mind. 74 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 45 APPENDIX B. SWOT ANALYSIS A thorough SWOT analysis of Denton was developed based on direct input from stakeholders through interviews and roundtable discussions. These findings offer insights into areas that can be leveraged or strengthened to support economic growth as well as potential challenges and risks that might impede growth. Areas of the SWOT are defined as follows. ► STRENGTHS: Advantages that can be leveraged and strengthened to bolster economic vitality. ► WEAKNESSES: Challenges and risks to economic development that might stifle growth. ► OPPORTUNITIES: Positive trends and assets that have potential to increase prosperity. ► THREATS: External factors and risks that might negatively affect the local/regional economy. Though the City has less influence over national and global trends, it can focus on how Denton should respond to those trends and prioritize local/regional opportunities (see Figure 11). The graphics on the subsequent pages summarize the results of the analysis. FIGURE 11. SWOT FRAMEWORK 75 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 46 FIGURE 12. DENTON SWOT ANALYSIS: STRENGTHS Denton’s numerous strengths should be leveraged to attract business investment and to develop talent pipelines for the City’s major industries. Certainly, Denton’s higher education assets make it stand out among other DFW communities. A robust arts and culture scene has also attracted students, tourists, and new residents to Denton over the years. Much of this development and growth has centered around Denton’s downtown square. What is less known about Denton is its strong base of transportation and logistics-oriented companies that benefit from the City’s proximity to the intersection of I-35E and I-35W. Denton’s location in the DFW Metroplex is one of its biggest strengths, especially as the DFW Metroplex continues to grow. Furthermore, the community’s commitment to sustainability puts Denton in an elite group of US cities that will rely on 100 percent renewable resources. A strategic focus on these strengths will continue to make Denton an attractive place to live and work. 76 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 47 FIGURE 13. DENTON SWOT ANALYSIS: WEAKNESSES Input provided by stakeholders throughout this planning process highlighted weaknesses that Denton must overcome in order to be an economically and socially resilient community. Housing—both affordable housing and higher-value homes—is one of the top barriers to Denton’s growth. Compared to its DFW peers, Denton has a higher share of low and moderate-income residents who cannot afford to live in Denton. At the same time, Denton’s housing value tends to be lower than that of other communities, making it difficult to attract professional service businesses, medical professionals, and more. Beyond housing, Denton’s lack of resources available for economic development makes it difficult for the City to compete for business investment and talent. The lack of an EDC or fund, along with reduced tax revenue, will require Denton to find creative ways to invest more significantly in its business attraction, retention, and expansion efforts. 77 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 48 FIGURE 14. DENTON SWOT ANALYSIS: OPPORTUNITIES Denton’s economic future depends on the community’s ability to capitalize on investments already made and opportunities that will come with growth. For example, the City should continue to prioritize downtown development and placemaking to attract businesses and talent. The City’s support of Stoke has led to increased entrepreneurship and a cluster of edtech startups that should be fostered. The biggest opportunity will be the Hunter and Cole Ranch development, which is set to add thousands of new houses, create a new employment center, and improve retail options along I-35W. Cole and Hunter Ranch will also create more possibilities for both industrial and commercial development on the west side of Denton. If the City does nothing else, it should dedicate staff time and resources to ensuring that the original vision for the development is implemented successfully and in a timely manner. 78 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 49 FIGURE 15. DENTON SWOT ANALYSIS: THREATS It is important to understand threats not in order to control them, but instead to develop a proactive response to factors that are often outside the influence of local and regional organizations. Before COVID-19 became a pandemic, it was a looming threat that had the potential to disrupt every aspect of life. There are other looming threats that can impact Denton soon or over a long horizon. Climate change is a threat to which the City is already developing a response by investing in renewable energy sources. On a smaller scale, threats to Denton’s vitality include outmigration of talent because of a lack of professional opportunities, attractive housing, or amenities. Coupled with aggressive growth in other parts of the DFW Metroplex, the need to develop and retain talent in Denton has never been greater. Many of the recommendations offered throughout this plan are meant to support Denton’s leaders in proactively responding to these threats. 79 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 50 APPENDIX C. MUNICIPAL UTILITY COMPARISON Utility Company AE (AUSTIN ENERGY) 2018 CPS (CPS ENERGY) 2019 EPB (2019) CU (CITY UTILITIES) 2019 City Austin, TX San Antonio, TX Chattanooga, TN Springfield, MO City Population 962,469 1,547,253 182,799 167,882 Economic Development Budget $47,261,386 $15,354,284 $8,268,037 $481,989 ED Budget Per Person $49.10 $9.92 $45.23 $2.87 Electricity Customers ~485,000 ~ 820,000 ~170,000 ~111,000 Total Utility Revenue $945,000,000 $2,744,159,000 (includes gas) $741,651,000 $474,126,000 Revenue Transferred to General Fund $109,000,000 (12% of total revenue) $361,351,000 (13% of total revenue) $7,618,000 (1% of total revenue) $14,559,000 (3% of total revenue) Workforce and Education Initiatives ► Energy and education program with eight school districts in its service territory to increase interest in green energy. ► Summer internship program for college-aged students. ► Three paid internship programs for high school juniors and a Corporate College Internship Program. ► New Energy Economy program generated $23M for local schools and created 600 jobs. ► STEP-UP paid summer internship program for high school students. ► EPB Institute of Technology and Networking to prepare students for careers in coding and IT. ► Workforce development program with local high school covering team building, goal setting, conflict resolution, and career exploration. Sustainability Initiatives ► Climate Protection Plan seeks to achieve 100% carbon-free electricity generation by 2035. ► 65% renewable energy by 2027. ► AE offers commercial and residential rebates when using smart thermostats and other technologies. ► Solar powers more than 55K homes in the region. ► Cut nitrogen oxide emissions by 75% since 1997. ► Invested in a smart grid for the city and, in 2017, installed the one millionth advanced meter or gas meter-enhancing device, completing 90% of the project. ► EPB-owned fiber optic communications network provides a smart grid for the entire service area. ► $3M Chattanooga Clean Energy for Low Income Communities Accelerator. ► Green and Healthy Homes pilot to reduce childhood asthma through better air quality. ► Since 2006, CU generates electricity from methane gas produced by the city’s landfill. ► CU Solar Farm (powers 902 homes) leased to CU through Purchased Power Agreement with purchase option after 25 years. ► Commercial and residential rebates for adoption of smart technology. 80 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 51 APPENDIX D. ECOSYSTEM DIRECTORY CONNECTIVITY TRADE ASSOCIATIONS Industrial Supply Association www.isapartners.org Institute for Supply Management—Dallas www.ismdallas.org/index.cfm Intermodal Association of North America www.intermodal.org Logistics & Transportation Association of North America www.ltna.org National Industrial Transportation League www.nitl.org Southern Association of Wholesale Distributors https://the-southern.org/ Texas Airports Council texasairportscouncil.org Texas Association of Manufacturers manufacturetexas.org Texas Commercial Airports Association www.texas-airports.com Texas Trucking Association www.texastrucking.com Texas Warehouse Association www.texaswarehouseassociation.org Transportation Club of Dallas/Fort Worth www.tcdfw.org RELEVANT CONFERENCES/EVENTS Design-2-Part Show 26–27 February 2020 Grapevine, TX www.d2p.com International Conference on Information, Logistics and Supply Chain 22–24 April 2020 Austin, TX 10times.com/ils-austin Aviation Conference to focus on Innovation 11 June 2020 Virtual www.texas-airports.com/p/getinvolved Accelerate! Conference & Expo 23–25 September 2020 Dallas, TX www.womenintrucking.org/accelerate-conference Heavy Duty Aftermarket Week 25–28 January 2021 Grapevine, TX www.hdma.org/content/heavy-duty-aftermarket-week-hdaw HOUSTEX 23–25 February 2021 Houston, TX houstexonline.com TRADE PUBLICATIONS American Shipper americanshipper.com American Trucker www.trucker.com/american-trucker-magazine International Journal of Adv. Manufacturing Technology www.springer.com/engineering/industrial+management/journal/170 Int’l. Journal of Shipping and Transport Logistics www.inderscienceonline.com/loi/ijstl Journal of Commerce www.joc.com Logistics Management www.logisticsmgmt.com Manufacturing Technology Insights https://www.manufacturingtechnologyinsights.com/ Supply Chain www.supplychaindigital.com/magazine 81 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 52 CREATIVITY TRADE ASSOCIATIONS Denton County India Cultural Association www.dcica.org Denton Film Society www.facebook.com/DentonFilmSociety Denton Main Street Association www.dentonmainstreet.org Keep Denton Beautiful kdb.org Master Networks, Denton Chapter www.meetup.com/Master-Networks-Denton-Chapter North Texas State Fair Association www.ntfair.com Stoke stokedenton.com TechMill techmill.co Technology Resource Center of America www.trca.com UNT Murphy Center for Entrepreneurship and Innovation cob.unt.edu/murphycenter RELEVANT CONFERENCES/EVENTS FlintConf 2020 29 April–May 1 2020 Virtual stokedenton.com/events/2020/4/10/flintconf-2020 Business Success Summit 4–8 May 2020 Virtual www.mnbusinesssuccesssummit.com 1 Million Cups Frisco 2 June 2020 Virtual www.meetup.com/1-Million-Cups-Frisco/events/skvdrrybcjbfb CONNECT 2020 6–8 August 2020 Allen, TX www.attend-connect.com/connect-2020 Techstars Startup Week Waco 19–22 October 2020 Waco, TX waco.startupweek.co Denton Arts & Jazz Festival 23–25 April 2021 Denton, TX dentonjazzfest.com DFW Open Data Day TBD 2021 Frisco, TX www.dfwopendataday.com TRADE PUBLICATIONS Arts and Culture Texas artsandculturetx.com Journal of Innovation and Entrepreneurship innovation-entrepreneurship.springeropen.com Stoke Newsletter stokedenton.com/join-newsletter Techstars Startup Digest www.startupdigest.com Texas Highways texashighways.com Texas Monthly www.texasmonthly.com 82 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 53 SUSTAINABILITY TRADE ASSOCIATIONS Conserve North Texas conservenorthtexas.org Environment Texas environmenttexas.org North Texas Association of Environmental Professionals www.ntaep.org North Texas Green Council northtexasgreencouncil.org North Texas Renewable Energy Group www.ntreg.org Society of Texas Environmental Professionals txstep.org Texas Conservation Alliance www.tcatexas.org Texas Municipal Utilities Association tmua.org Texas Public Power Association www.tppa.com Texas Renewable Energy Industries Alliance www.treia.org Texas Solar Energy Society txses.org RELEVANT CONFERENCES/EVENTS NTAEP Fourth Annual TCEQ (Texas Commission on Environmental Quality) Trade Fair 12 May 2020 Austin, TX www.ntaep.org/happyhour GRIDNEXT 2020 3 June 2020 Houston, TX https://www.treia.org/gridnext-2020-virtual Texas STEP Annual Joint DFW Meeting 21 July 2020 Grapevine, TX txstep.org/meetings/annual-dfw Regional Centre of Expertise North Texas Symposium 16 September 2020 Arlington, TX sustainability.uta.edu/rce/events/rce-symposium TMUA Utility Leadership and Management Conference 28–30 April 2021 Round Rock, TX tmua.org/future-conference-dates TRADE PUBLICATIONS Green Source DFW www.greensourcedfw.org Journal of Renewable and Sustainable Energy aip.scitation.org/journal/rse POWER Magazine www.powermag.com Renewable Energy www.journals.elsevier.com/renewable-energy Utilities Policy www.journals.elsevier.com/utilities-policy Texas Journal of Oil, Gas, and Energy Law tjogel.org The Solar Reflector txses.org/the-solar-reflector 83 WORKING DRAFT DENTON ECONOMIC DEVELOPMENT STRATEGIC PLAN PAGE | 54 COMPETITIVENESS TRADE ASSOCIATIONS Association of Texas College & University Facilities Professionals www.t-cuf.org BOMA Greater Dallas www.bomadallas.org Career & Technical Association of Texas www.ctat.org NAIOP North Texas www.northtexasnaiop.com National Association of Colleges and Employers www.naceweb.org North Texas Commercial Association of Realtors and Real Estate Professionals www.ntcar.org Texas Association of Healthcare Facilities Management www.tahfm.org Texas Higher Education Human Resources Association www.txhehra.org Texas Hospital Association www.tha.org Texas Medical Association www.texmed.org RELEVANT CONFERENCES/EVENTS TMA Winter Conference 29–30 January 2021 Austin, TX www.texmed.org/Winter 2020 NACE Conference + Expo 2–5 June 2020 Minneapolis, MN www.naceweb.org/conferenceexpo/default.htm 2020 Commercial Real Estate Expo 9 September 2020 Dallas, TX www.ntcar.org/ntcar-events/2020-expo NTCAR Reunion and Hall of Fame 22 September 2020 Dallas, TX www.ntcarhalloffame.org THEHRA Summer 2020 18–20 October 2020 Galveston, TX www.txhehra.org/conferences.html 2021 TAHFM Annual Conference 28–31 March 2021 Fort Worth, TX www.tahfm.org/general/custom.asp?page=2020conference TRADE PUBLICATIONS BOMA Magazine www.boma.org/BOMA/Research-Resources Development Magazine www.naiop.org/en/Research-and-Publications/Magazine Texas Hospitals www.tha.org/TexasHospitalsMagazine The American Journal of Medicine www.amjmed.com The Journal of Continuing Higher Education www.tandfonline.com/loi/ujch20 The Journal of Higher Education www.tandfonline.com/loi/uhej20 The Journal of Real Estate Research https://aresjournals.org/loi/rees 84 IMPLEMENTATION MATRIX DRAFT POTENTIAL PARTNERS (lead partner highlighted in bold)12-18 months 2-3 years 3-5 years Ongoing Current Foundational Aggressive POTENTIAL FUNDING SOURCES KEY ACCOMPLISHMENTS 1.1.1. Pull together a small group of top-level leadership from the City, the EDPB, and the Denton Chamber of Commerce to form the “economic recovery nerve center.” City, Chamber, EDPB <City - Economic Development IN-PROGRESS 1.1.2. Shift the focus of the existing economic development structure from relief and policy enforcement to cross-functional elements of economic recovery, such as business retention, workforce development, and community services. City, Chamber, EDPB <City - Economic Development IN-PROGRESS 1.1.3. Develop an internal data dashboard to guide economic recovery efforts using a limited number of indicators that can be tracked over time and shared with partner organizations. City, Chamber, EDPB <City - Economic Development IN-PROGRESS 1.2.1. Continue to coordinate with the Denton Chamber of Commerce and Denton Main Street Association to assess short-term needs and long-term projections for Denton’s businesses. City, Chamber, Main Street Association <City - Economic Development IN-PROGRESS 1.2.2. Stay connected to DFW organizations coordinating economic recovery and community service efforts across the DFW Metroplex. City, Chamber, Denton County <City - Economic Development IN-PROGRESS 1.3.1. Continue to develop and maintain a database of Denton-based businesses. City, Chamber <City - Economic Development Excel or free option $7,500 per year $10,000 for CRM system City General Fund IN-PROGRESS 1.3.2. Shift the City’s business visitation efforts to a virtual setting and establish a cadence of meetings with businesses as soon as appropriate. City <City - Economic Development IN-PROGRESS 1.3.3. Expand existing goals for business touchpoints on a monthly, quarterly, and annual basis. City <City - Economic Development IN-PROGRESS 1.3.4. Reevaluate and adjust standard questions and protocols utilized in the City’s BRE program to be more responsive to the COVID-19 crisis and recovery.City <City - Economic Development IN-PROGRESS 1.3.5. Prioritize business retention efforts based on strategic growth areas (see Goal 2), employer size, employer growth (number of employees, revenue growth, etc.), and lease terminations. City <City - Economic Development IN-PROGRESS 1.3.6. Structure BRE efforts to serve several purposes: educate businesses about resources offered by the City, identify challenges companies are facing, and identify short-term and long-term issues.City <City - Economic Development IN-PROGRESS 1.3.7. Act as a concierge to priority businesses to help navigate processes within other municipal departments (e.g., partner with a project facilitator from the City’s Development Services department).City, Development Services <City - Economic Development INCOMPLETE 1.4.1. Prioritize engagement with the DCWSLT (Denton County Workforce Success Leadership Team) to connect City efforts to the broader regional context. City, DCWSLT, Workforce Solutions <City - Economic Development IN-PROGRESS 1.4.2. Catalog which industries have been severely impacted by COVID-19 and determine if targeted resources can be deployed to support workers in those industries. City, Denton County, Chamber <City - Economic Development INCOMPLETE 1.4.3. Use insights and data from business retention efforts and surveys of the business community as a baseline for employer demand. Couple this information with other data about unemployment rates and the needs of jobseekers. City, Chamber <City - Economic Development IN-PROGRESS 1.4.4. Develop an inventory of training resources across providers, such as NCTC (North Central Texas College), Workforce Solutions for North Central Texas, and United Way. Include capacity levels and flexibility to streamline, redesign, or create new programs to meet employer needs. City, DCWSLT, Workforce Solutions <City - Economic Development INCOMPLETE 1.4.5. Engage in demand planning to understand which businesses expect to hire and when.City <City - Economic Development INCOMPLETE 1.4.6. Identify barriers to accessing training and other workforce resources. Continue to coordinate with partner organizations to help remove these barriers for those seeking jobs. City, DCWSLT, Workforce Solutions <City - Economic Development IN-PROGRESS 1.5.1. Extend existing collaboration efforts with the City’s Community Development Department to coordinate resources and efforts to support residents through economic recovery.City, Community Development <City - Economic Development IN-PROGRESS 1.5.2. Coordinate with the Denton Black Chamber of Commerce and other multicultural organizations to provide targeted information for businesses owned by women and people of color. City, Chamber, Denton Black Chamber <Chamber IN-PROGRESS 1.5.3. Continue to collaborate with local and regional nonprofits in gathering information about what challenges residents are facing due to the economic impact of the COVID-19 pandemic. City <City - Community Development IN-PROGRESS 1.5.4. Disaggregate social and economic indicators by race and income levels to show how vulnerable populations are faring in comparison to other segments of the population. City <City - Economic Development INCOMPLETE 1.5.5. Highlight businesses owned by women and people of color in marketing materials and through digital marketing channels to increase awareness and promote their success.City, Chamber <Chamber INCOMPLETE None None None None None None None None None None None None None 1.1. ECONOMIC RECOVERY NERVE CENTER. GOALS & STRATEGIES TIMELINE LEVEL OF COMPLETION ORGANIZATION RESPONSIBLE GOAL 1. ACCELERATE RECOVERY ESTIMATED ANNUAL COSTS 1.2. TAKING THE PULSE OF THE BUSINESS COMMUNITY. 1.3. VIRTUAL BUSINESS RETENTION. None None None None None 1.4. WORKFORCE COLLABORATIVE. 1.5. INCLUSIVE ECONOMIC RECOVERY. 1.6. REGIONAL COLLABORATION. None None None None 1 85 IMPLEMENTATION MATRIX DRAFT 1.6.1. Continue the City’s existing support for the United Way of Denton County Information & Referral services to assist small businesses. City, United Way, Denton County <City - Community Development Already funded IN-PROGRESS 1.6.2. Strengthen the Denton County chamber and economic development workgroup and continue to build this network throughout the economic stabilization and recovery periods. City, Denton County, Chamber <City - Economic Development IN-PROGRESS 1.6.3. Leverage the Denton Innovation Group to develop targeted supports and resources to assist entrepreneurs through economic recovery.City, Denton Innovation Group, Stoke <City - Economic Development IN-PROGRESS 1.6.4. Connect with regional DFW organizations, such as the Dallas Regional Chamber, to expand the information-sharing network beyond Denton County. City, Chamber, Dallas Regional Chamber <Chamber IN-PROGRESS 2A.1.1. Refine and enlarge the City’s database of existing employers. The database should be expanded to include companies that serve external markets or are suppliers to existing employers.City, Chamber <City - Economic Development IN-PROGRESS 2A.1.2. Ramp up the business visitation program to track trends among Denton employers and identify business needs. City <City - Economic Development $150,000/year dedicated to Investment Fund $250,000 to $500,000 Up to $1,000,000 New job-based incentive program IN-PROGRESS 2A.1.3. Communicate success stories that result from BRE visits. These might not translate directly to new job creation or increased capital investment, but they can still be valuable to businesses. City <City - Economic Development INCOMPLETE 2A.2.1. Cultivate relationships with real estate brokers and site selectors. City, Chamber <Chamber Use existing fund and abatements $2,000,000 $3,000,000 General incentive fund IN-PROGRESS 2A.2.2. Create a centralized lead tracking system for Denton.City, Chamber <City - Economic Development IN-PROGRESS 2A.2.3. Engage with regional economic development organizations, industry groups, and professional networks in the DFW Metroplex. City, Chamber, Denton County <Chamber IN-PROGRESS 2A.3.1. Prioritize infrastructure investments, particularly with respect to roads and utilities. City, Development Services <City - Development Services Use existing funds $250,000 to $500,000 $1,000,000 for infrastructure incentive funding Utility development line funds; future TIRZ funds; IN-PROGRESS 2A.3.2. Continue to track vacant properties and parcels, partnering with brokers and developers on new developments or redevelopments to increase the usefulness and value of these properties. City, Chamber <Chamber IN-PROGRESS 2A.3.3. Partner with UNT on relocating the sports recreation fields located at Precision Drive and Airport Road to an area outside the industrial park to improve safety and make better use of the land.City, UNT <City - Economic Development INCOMPLETE 2A.3.4. Provide public infrastructure incentives (such as credits or reimbursements) for projects aligned to Denton’s growth areas. City, Development Services <City - Economic Development None $50,000 per year $100,000 per year Can be provided as reimbursements or credits as part of incentives on high priority projects IN-PROGRESS 2A.4.1. Leverage over $2.8 billion in planned projects from TxDOT in Denton to increase connectivity between Denton and surrounding DFW communities.City, Development Services <City - Economic Development IN-PROGRESS 2A.4.2. Explore the feasibility of a partnership between the businesses located in the Westpark Industrial Park, NCTC, UNT Center for Logistics & Supply Chain Management, and the City.City, Chamber, EDPB <City - Economic Development INCOMPLETE 2A.4.3. Include workforce partners to create career pathways for Denton students and residents into in-demand occupations for Denton’s transportation and logistics businesses. City <City - Economic Development INCOMPLETE 2A.4.4. Promote opportunities in the transportation, logistics, and supply chain fields to students in Denton and in economic development marketing materials. City, Chamber, EDPB <City - Economic Development INCOMPLETE 2B.1.1. Support the expansion of networking channels and opportunities for relationship building among the region’s entrepreneurs, startups, and students. City, Chamber, EDPB <City - Economic Development No additional staff No additional staff $150,000 for qualified staff City General Fund IN-PROGRESS 2B.1.2. Establish connections with DFW entrepreneurship organizations such as Dallas 1 Million Cups, 1 Million Cups Frisco, Dallas Innovates, Capital Factory, and the Dallas Entrepreneur Center. City, Chamber, Denton Innovation Group, Stoke <City - Economic Development INCOMPLETE 2B.1.3. Assemble a knowledge resource network to support entrepreneurs and companies with access to financial, legal, policy, and research information needed for their businesses to grow.City, Chamber, Denton Innovation Group, Stoke <City - Economic Development INCOMPLETE 2B.1.4. Partner with local and regional partners to design reverse-pitch competitions to engage major corporations and organizations in the DFW Metroplex with needs for innovation. City, Chamber, Denton Innovation Group, Stoke <City - Economic Development None City General Fund or private funds INCOMPLETE 2B.1.5. Ensure that targeted resources are available for businesses owned by women and people of color, who have historically faced barriers to accessing traditional economic development tools.City, Chamber <City - Economic Development INCOMPLETE Same as 1.3.1 Same as 1.3.1 None 2A.4. CENTER OF EXCELLENCE. GOAL 2. FOSTER GROWTH 2A. CONNECTED DENTON 2A.1. BRE (BUSINESS RETENTION AND EXPANSION). 2A.2. ATTRACT NEW INVESTMENT. 2A.3. WESTPARK INDUSTRIAL PARK. 2B.1. CHAMPION AND CONVENE. 2B.2. ACCESS TO CAPITAL. None None None None $10,000 for sponsorships 2B. CREATIVE DENTON $50,000 None None None None None None None None None 2 86 IMPLEMENTATION MATRIX DRAFT 2B.2.1. Cultivate relationships with the DFW VC (venture capital) community so that local companies are not forced to relocate after they grow beyond their initial rounds of capital. City, Chamber, Denton Innovation Group, Stoke <City - Economic Development INCOMPLETE 2B.2.2. Partner with the Denton Angels to expand access to capital for Denton startups. Work with other angel networks in the DFW Metroplex, and across Texas, to improve deal flow for Denton companies and investors.City, Denton Angels, Denton Innovation Group, Stoke <City - Economic Development INCOMPLETE 2B.2.3. Network with regional entrepreneurship programs so that they become familiar with Denton and the resources available for businesses looking to grow and expand within the DFW Metroplex. City, Chamber, Denton Innovation Group, Stoke <City - Economic Development INCOMPLETE 2B.2.4. Revise the funding requirements for the EDP Investment Fund to be more inclusive of innovative startups that might not meet current thresholds for employment and capital investment.City, EDPB <City - Economic Development $150,000/year in Investment Fund $250,000 $500,000 General incentive fund, programmed for entrepreneurship INCOMPLETE 2B.3.1. Partner with the Denton Innovation Group to define a vision for entrepreneurship in Denton, establish goals, measure progress, and connect with DFW organizations. City, Denton Innovation Group <City - Economic Development Work done in- house Hire limited consultant ($25,000) $100,000 for entrepreneurship plan development City funds and private funds IN-PROGRESS 2B.3.2. Launch an accelerator to support the growth of existing companies. City, Denton Innovation Group, Stoke <City - Economic Development None None $250,000 City funds and private funds INCOMPLETE 2B.3.3. Host a Citywide pitch competition to identify and develop innovative entrepreneurs in Denton. This not only builds Denton’s creative brand but also provides the City with a way of identifying top talent in the community. City, Chamber, Denton Innovation Group, Stoke <City - Economic Development City General Fund INCOMPLETE 2B.4.1. Capitalize on Denton’s status as an emerging hub for edtech companies to drive additional growth and investment in this sector and to attract more creative professionals to Denton. City, Chamber, Denton Innovation Group, Stoke <City - Economic Development INCOMPLETE 2B.4.2. Create an edtech alliance with entrepreneurial companies, Denton ISD, UNT Murphy Center for Entrepreneurship and Innovation, and the Center for Women Entrepreneurs at TWU to identify opportunities to strengthen and diversify edtech in Denton. City, UNT, TWU, Denton Innovation Group, Stoke <City - Economic Development City funds and private funds INCOMPLETE 2B.4.3. Support the expansion of Denton ISD’s annual TIACON (Technology in Action Conference) about education technology and curriculum. City, Denton ISD, Denton Innovation Group, Stoke <City - Economic Development City General Fund INCOMPLETE 2B.5.1. Engage with DFW entrepreneurship organizations, talent networks, and industry associations to identify new companies. City, Chamber, Denton Innovation Group, Stoke <City - Economic Development INCOMPLETE 2B.5.2. Target successful startups in business incubators/accelerators that are on the cusp of outgrowing their existing spaces and are positioned for expansion/relocation to Denton.City <City - Economic Development General incentive fund, programmed for entrepreneurship; Job-based incentive program INCOMPLETE 2B.5.3. Track VC firms in DFW, Silicon Valley, Austin, and other markets that have recently funded high-growth, innovative businesses. City <City - Economic Development INCOMPLETE 2B.5.4. Use resources like the Inc. 5000 (a list of the fastest-growing private firms in the US based on year-over-year revenue growth) to identify firms that would be a good fit for Denton.City <City - Economic Development INCOMPLETE 2B.6.1. Aggressively utilize the City’s social media channels to publicize successes.City <City - Economic Development INCOMPLETE 2B.6.2. Pitch stories about successful Denton companies to media outlets, such as the Denton Record- Chronicle, Dallas Morning News, Fort Worth Star-Telegram, Dallas Innovates, and D Magazine.City, Chamber <Chamber INCOMPLETE 2B.6.3. Develop a Citywide entrepreneurial recognition program that harnesses the strengths of local efforts that already exist in Denton.City, Chamber, Denton Innovation Group, Stoke <Chamber INCOMPLETE 2C.1.1. Prioritize the energy efficiency and conservation goal from the Simply Sustainable plan by focusing on building standards and incentives for greener residential and business development. City, Development Services, DME <City - Economic Development IN-PROGRESS 2C.1.2. Work with DME and the City’s Development Services department to better understand green building standards, including what is currently required of developers.City, Development Services <City - Economic Development IN-PROGRESS 2C.1.3. Build a more robust set of incentives to encourage developers to adopt green building standards. More incentives should be offered for developments that meet higher tiers of standards. City, Development Services <City - Economic Development None (Scored during incentive process)$50,000 $100,000 DME; Green Sense Program INCOMPLETE 2C.2.1. Identify businesses that are high electricity users, such as data centers. DME’s competitive rates and the ability to power businesses using 100 percent renewables is a good marketing opportunity for both the company and for Denton. City, DME <Chamber INCOMPLETE 2C.2.2. Provide technical assistance to developers and businesses that want to leverage federal incentives, such as the Business Energy Investment Tax Credit, or obtain LEED certification. City, Development Services, DME <DME INCOMPLETE 2C.2.3. Network with regional and statewide organizations focused on clean energy, municipal utilities, and data centers to understand trends and develop relationships with industry leaders.City, Chamber <DME INCOMPLETENone $10,000 for event or sponsorship costs None $5,000 for administrative, marketing, or operating costs $10,000 for sponsorships or support funding None Included in 2B.2.4. 2B.4. EDTECH CLUSTER. 2B.5. RECRUIT GROWING STARTUPS. 2B.6. PROMOTING DENTON’S CREATIVE BRAND. 2C. SUSTAINABLE DENTON 2C.1. SIMPLY SUSTAINABLE STRATEGIC PLAN. None None None None None 2C.2. TARGET ENVIRONMENTALLY CONSCIOUS BUSINESSES. 2C.3. THINK GLOBAL, ACT LOCAL. None None None None 2B.3. ECOSYSTEM BUILDERS. None None None 3 87 IMPLEMENTATION MATRIX DRAFT 2C.3.1. Adopt the SDGs and formally make them a priority for the City of Denton. The four SDGs most related to Denton’s sustainability and economic development efforts are highlighted here.City <City - Economic Development INCOMPLETE 2C.3.2. Align performance metrics with the targets and indicators associated with each SDG. Not all targets will be directly applicable, so Denton can also set its own targets aligned to the SDGs. City <City - Economic Development INCOMPLETE 2C.4.1. Incorporate Denton’s Green Business Program in economic development digital marketing. The program can benefit from more targeted promotion to the business community.City, Chamber <Chamber INCOMPLETE 2C.4.2. Revise digital marketing materials to include a greater focus on Denton’s sustainability goals and 100 percent renewable energy resources. City, Chamber <Chamber INCOMPLETE 2C.4.3. Cultivate relationships with regional and statewide clean energy networks. Treat these networks as a channel for promoting Sustainable Denton as well as furthering business attraction.City, Chamber <DME INCOMPLETE 2D.1.1. Dedicate staff resources to supporting Hillwood and Stratford in making the Cole and Hunter Ranch vision come to fruition. City, Development Services <City - Economic Development None None $100,000 for future staff Revenues from Cole and Hunter Ranch development INCOMPLETE 2D.1.2. Provide concierge services to help the developers navigate processes across City departments and solve any challenges that arise. City, Development Services <City - Economic Development INCOMPLETE 2D.1.3. Continue to work with Hillwood and Stratford to ensure that a mix of housing options, from high-density to low-density, are built to increase the diversity in Denton’s housing stock. City, Development Services <City - Economic Development IN-PROGRESS 2D.2.1. Sustain implementation of the City’s Downtown Implementation Plan adopted in 2010.City, Development Services <City - Economic Development IN-PROGRESS 2D.2.2. Continue utilizing various tools (development incentives, Chapter 380 agreements, TIRZ financing, and historic tax exemptions) to stimulate new private investment in the downtown. City, EDPB, Development Services <City - Economic Development Use existing tools $500,000 $1,000,000 Downtown TIRZ fund IN-PROGRESS 2D.2.3. Prioritize development of additional residential and commercial office space in downtown Denton, especially the corridors extending off the square.City, EDPB, Development Services <City - Economic Development INCOMPLETE 2D.3.1. Promote the development of Class A buildings for office space and creative redevelopment of existing structures to attract professional services and tech-oriented companies.City, EDPB <Chamber INCOMPLETE 2D.3.2. Utilize financial incentives to support the development of new or refurbished office space.City, EDPB, Development Services <City - Economic Development None None Up to $1,000,000 for office space incentives General incentive fund; future TIRZ; tax abatement INCOMPLETE 2D.3.3. Strengthen relationships with the regional real estate development and brokerage community by hosting quarterly or annual meetings with DFW real estate professional and trade associations.City, Chamber <Chamber INCOMPLETE 2D.4.1. Extend basic infrastructure to north Denton around Loop 288 to lay the groundwork for future residential and commercial development after TxDOT completes reconstruction of the loop.City, Development Services <City - Economic Development INCOMPLETE 2D.4.2. Improve the aesthetics and accessibility of main corridors leading into the downtown square. Dallas Drive and Fort Worth Drive are the main entrances from I-35 into the City core. City, Development Services <City - Economic Development INCOMPLETE 2D.4.3. Launch a Denton Fiber initiative to expand broadband connectivity and access to all businesses and residents. City, EDPB, Development Services <City - Economic Development INCOMPLETE 2D.5.1. Refresh the Denton EDP website so that it serves as the City’s primary online portal for economic development prospects, site location consultants, commercial real estate brokers, and other business decision- makers. City, Chamber <Chamber Private funds INCOMPLETE 2D.5.2. Establish a digital marketing campaign to highlight Denton’s economic development advantages and success stories. Develop baseline digital marketing tools and engage in regular digital marketing activities, including the following. City, Chamber <Chamber None $10,000 $25,000 Private funds INCOMPLETE 2D.5.3. Collaborate with the Denton Chamber of Commerce to create digital materials aimed at commercial real estate brokers, describing the attractive environment for business relocation.City, Chamber <Chamber IN-PROGRESS 3.1.1. Build off the workforce collaborative, detailed in Strategy 1.4, to focus on workforce needs during the period of economic recovery.City, DCWSLT, Workforce Solutions <City - Economic Development INCOMPLETE 3.1.2. Continue to convene regular meetings with key employers, Workforce Solutions, NCTC, and other providers to identify business needs and connect unemployed residents to jobs. City, DCWSLT, Workforce Solutions, NCTC <City - Economic Development INCOMPLETE 3.1.3. Over the long term, identify two to three occupations and/or skills that are critical to Denton employers and develop pathways to support residents in moving into those roles. City, DCWSLT, Workforce Solutions, NCTC <City - Economic Development Job-based incentive fund INCOMPLETE 3.1.4. Organize the collaborative around sharing data, coordinating demand and supply, aligning efforts to build talent pipeline, and streamlining BRE efforts. City, DCWSLT, Workforce Solutions, NCTC <City - Economic Development INCOMPLETENone TBD $10,000 for website upgrades None None None Included in 2A.1.2 3.1. WORKFORCE COLLABORATIVE. 2D.3. PROFESSIONAL OFFICE SPACE. 2D.1. COLE AND HUNTER RANCH. 2D.4. INFRASTRUCTURE. 2D.5. DIGITAL MARKETING. GOAL 3. STRENGTHEN COMMUNITY INCLUSION None None None None None None TBD TBD 2D. COMPETITIVE DENTON 2D.2. DOWNTOWN DEVELOPMENT. None None None None None 2C.4. GREEN MARKETING. 4 88 IMPLEMENTATION MATRIX DRAFT 3.2.1. Continue to collaborate with the City’s Community Development department in supporting the development or redevelopment of affordable housing in south and east Denton. City, Community Development <City - Economic Development IN-PROGRESS 3.2.2. Preserve existing housing by offering financial assistance for repairs or retrofitting to maintain naturally occurring affordable housing. City, Community Development <City - Economic Development Use existing abatements $25,000 per year $50,000 per year Tax abatements; Neighborhood empowerment zones IN-PROGRESS 3.2.3. Leverage the federal Opportunity Zones incentive and New Markets Tax Credit to support the development of valuable projects that will support the needs of existing residents. City, Community Development <City - Economic Development INCOMPLETE 3.2.4. Identify opportunities for adaptive reuse of existing buildings that can be converted into multiunit housing and preserve existing structures and utility connections. City, Community Development <City - Economic Development INCOMPLETE 3.2.5. Improve the development review process to decrease costs for those committed to building workforce and affordable housing. City, Community Development, Development Services <City - Economic Development INCOMPLETE 3.3.1. Support youth entrepreneurship programs at the local level to foster a culture of innovation and cultivate an entrepreneurial spirit. City, Denton ISD, Denton Innovation Group, Stoke <City - Economic Development City General Fund INCOMPLETE 3.3.2. Encourage Denton ISD to incorporate entrepreneurship into academic curricula and increase exposure and access to Denton’s startups. City, Denton ISD, Denton Innovation Group, Stoke <City - Economic Development INCOMPLETE 3.3.3. Gather data from UNT, TWU, and NCTC about graduates, including how many students stay in Denton and the DFW Metroplex versus relocating to other parts of the state or country. City, UNT, TWU, NCTC <City - Economic Development INCOMPLETE Explore options to update and/or refine Denton's economic development operations, including a Customer Relationship Management (CRM) system for information and contact management.City <City - Economic Development Excel or free option $7,500 per year $10,000 for CRM system City General Fund INCOMPLETE Update the City's incentive policies to align with the strategies and actions outlined in the economic development strategic plan.City <City - Economic Development INCOMPLETE Develop cost estimates for implementation of the strategic plan and options for the City to allocate the resources necessary for implementation.City <City - Economic Development IN-PROGRESS None None $10,000 for sponsorship programs None None None None 3.2. HOUSING AFFORDABILITY. 3.3. GROW YOUR OWN TALENT INITIATIVE. CAPACITY AND RESOURCES None None 5 89 1 City of Denton Economic Development Strategic Plan Public Comments Comments were not edited or proofed by staff. Comment #1 Stop letting UNT take over so much land in Denton. The city of Denton has lost its small town feel mostly do to UNT take over. And stop raising our taxes for goodness sakes. Not everyone rents houses here and are not a developer. We know you are trying to get only investors into our low income area and fill every inch of land with apartment housing around us. Stop! Stop trying to over crowd Denton. You guys are ruining our city. You can't even plan to fix roads in a timely manner compared to how much people you want to shove in the city of Denton. Stop with so much government buildings. My God that new one off 288 is an eye sore. And stop making razor ranch and the other side of Denton have the same exact restaurants/stores. It doesn't make Denton unique at all to have two of everything like two chilli's, two taco casas, raising canes, mattress stores etc... Spice it up. Don't accept every investment offer from these boring companies. Denton comes off as undesirable. Comment #2 As a lifelong resident here in the Dallas-Fort Worth Area, I’ve seen the tremendous increases in population and vehicle traffic. As our region continues to grow, I believe that more support for and investment in Improved and expanded public transit options will not only improve mobility, but also provide more economic growth opportunities as well. As a result, I strongly encourage the city of Denton to increase funding and marketing/promotional support for the Denton County Transportation Authority’s (DCTA) bus and A-Train services. Improved and expanded transit options for DCTA not only would help to reduce car traffic, road congestion, and air pollution, but also potentially create more Transit Oriented Development (TOD) opportunities for Denton as well. Additionally, I believe that community support is absolutely critical to DCTA’s success. Below is some feedback I provided to DCTA when they announced upcoming service changes that I believe that would be useful for the city of Denton as well: Getting more people to ride DCTA's A-Train and buses takes a community-wide effort. Around June 1, Trinity Metro (the transit agency serving Fort Worth) released a video approximately three minutes in length thanking Trinity Metro's bus, TRE, and TEXRail operators for their service, especially during the coronavirus pandemic. This video featured Fort Worth Mayor Betsy Price, Fort Worth City Council member Ann Zadeh, Trinity Metro Board President Jeff Davis, Trinity Metro President Bob Baulsir, as well as few other adults and children who live in Fort Worth. Plus, the Tarrant Transit Alliance (a non- profit organization dedicated to improving transit options and increasing transit funding in Fort Worth and throughout Tarrant County) and other community members donated hundreds of masks to Trinity Metro bus and train operators. Additionally, on June 19, a designated Trinity Metro bus that had been painted black was used to take Fort Worth City Council members Ann Zadeh and Carlos Flores, Trinity Metro staff, and other community members to a march and rally led by longtime Fort Worth resident and activist Opal Lee. I think that these examples of community involvement in support of Trinity Metro and its objectives are the kinds of things that could help DCTA better achieve its objectives as well as more community involvement for DCTA going forward. 90 2 I appreciate your consideration of my suggestions. Please let me know if you have any questions or need any additional information. Thank you very much. Comment #3 Very glad to see Information technology as one of the sectors targeted for growth. I believe bringing in tech jobs is critical for the future of Denton. Focus not only on brining in IT support jobs but try to incentivize tech companies to come in to Denton. Bring in tech support, software engineering, cyber security, etc Comment #4 Is the the strategic plan supposed to include guidance on what type of expenditures we want to make from the fund or is that governed by a separate document? I didn’t find any discussion of that, and instead found some touchy-feely principles, but it’s unclear how these principles will manifest into funding decisions. Ideally I’d like to see Metrics used for analyzing funding opportunities. This might include ROI analysis that requires net positive cash flow during the grant period and tax revenue per acre that exceeds the city’s servicing cost To the area for services and infrastructure depreciation costs that we admit and assume in our CAFR. It might also include a yearly report on the net fiscal impact of developments which received grants versus those that did not in order to guide adjustment of grant awards to maximize fiscal impact. This plan looks fine as a promotional piece and recommendation for greater funding of economic development. But without an understanding of how that money will be spent, it’s hard to weigh that against the opportunity cost of pulling that funding from other programs. Comment #5 Thank you for the opportunity to provide feedback on the city's economic development strategic plan. I have had ties to Denton for over a decade and have been a resident for the past six years. I love Denton and want to see its people, culture, and economy thrive. My main comment: I am happy to see that the plan includes the goal of economic recovery from the pandemic as well as a focus on workforce. The latter is particularly important for the many residents of Denton who are struggling to maintain their quality of life and basic needs. As for the assistance offered to businesses, I would love to see a plan that also includes measures for *economic adaptation* to the pandemic, which may be a presence in our community for some time to come. A few questions: -How might the city support businesses in migrating their services online AND/OR retooling services and products to current needs? -How will the city work toward providing internet services to ALL residents in order to enable online commerce, education, and political participation? 91 3 -How can the city support parents who choose to homeschool this year as they also continue to work at home? The pandemic is a terrible situation, but I would like to see it bring about longterm changes for the betterment of the entire community. For businesses to thrive, people must thrive. Right now, the city has an opportunity to reallocate resources in ways that serves the community for years to come. Thank your for your time and consideration. Comment #6 Try to help save the small businesses that are currently on wSquare. Hopefully we can add additional upscale restaurants to attract more people to Denton. Comment #7 Don't make a decision right now. While there is always uncertainty, there's rarely this much. Do not make a long term economic decision right now. If you must make a long term economic decision right now, be conservative. You will always make voters happy by supporting small, locally owned businesses, so focus 95 percent of your time and resources there. Support pedestrian friendly, liveable, mixed use neighborhoods. Focus your incentives on bringing poor people into the middle class. Comment #8 Right now my main concern is protecting the business that we already have due to the COVID crisis. I would like to see the square continue to be a food, bar, music, and cultural hub of the city. I would like to see all of these amazing businesses that make Denton so attractive to be able to sustain and thrive once this pandemic is over. Comment #9 Congratulations on revisiting the city's economic development strategies! This is a much needed step and I enjoyed participating in small way through one of the focus groups. I think the consultants and the plan bring some creative thinking to the table regarding the opportunities for Denton to really harness economic opportunities in the next few years. As with any plan, the key will be how this gets implemented and revisited and iterated as necessary along the way. There are many components of this plan that lend themselves toward breaking the work down into smaller work groups of local subject matter experts from the relevant fields. If done right, that could lead to multiple, rapid tackling of goals and projects while involving significant number of citizens/stakeholders. Trying to steer this completely at the council or EDP level will prove perilous. I'd love to see the council set very measurable short and long term goals that can be tracked online and made public so that we see how we are moving in the right direction: e.g. "What can we do in the next 6 months to get us closer to meeting our objective of this or that economic policy?" In fact, I'd encourage all council members to look into how Frisco City Council sets annual goals - very ambitious goals that are agreed upon and then worked on with laser focus. We lack that sort of focus in Denton, to the detriment of our community. But we can get better. Here's an example: 92 4 https://www.dallasnews.com/news/2020/02/20/friscos-top-10-priorities-for-2020-and-beyond-include- helping-north-texas-host-the-world-cup/ I would also encourage the city to spend time, soon after the adoption of the plan, thinking about how this interacts in an interdisciplinary way with other plans/goals/departments of the city. Economic development is connected intimately to things like transportation policy, housing policy, built environment, partnerships with local schools and universities, etc. We tend to think through these things distinctly, but there is a very helpful exercise in training staff and policy makers to continually connect the dots. Finally, a practical policy making suggestion: I know most items before city council are couched in how they fit one or more of the city's strategic goals, but I would suggest that putting more emphasis on all topics as they relate to achieving the goals of this plan would be a great way to stay focused and reminded of our goals. There are so many things to focus on or think about, but only so much time and resources. Let me know how I can help along the way. I'm particularly interested in helping with strategizing around startups, entrepreneurship, and the ed tech possibilities called out in the plan. Happy to serve. Comment #10 Good day, I have a few concerns: This is a cookie cutter development team that is trying to develop Denton the same way they would a Morgan, Slidell or Pilot Point. A cookie cutter plan was one of the reason that O’Reilly Hospitality Management was threatening to sue. No one wants cookie cutter here. I’m having a very difficult time seeing how the citizens of Denton have benefited from the last three years of development. There are a lot of very low paying jobs and very little opportunity for advancement with the last wave of development. We promote Denton has a college town, but we bring companies here that have very few opportunities for new grads and many are getting jobs with salaries way below market value in hopes and prayers that it turns into something better. Y’all kept talking about Frisco in your meeting. Frisco was not a city before it became a city. It was open undeveloped land 20 years ago. Denton wasn’t like that. Denton was a cool place with a live music and arts scene. It is trying to stay cool, but we can’t be both Denton and Frisco. Which one do you want to be? 93 5 Why can’t we hire a real economist from our city instead of an economic development firm with no economic knowledge of DFW (as said in the video) and develop our city ourself? Why are we spending our money in Austin? Do we support UNT or not? Is it a good school or not? Why aren’t we consulting with our own business, economic and fine arts departments at UNT and TWU? TWU has an entire center dedicated to women in business. Isn’t the objective of economic development revenue to benefit the people in the community? What is the plan for the citizens of Denton to profit and become beneficiaries of the next wave of economic development? (Plz don’t say jobs, you know the real jobs are taken before the business gets here and everyone else gets to start from the bottom) More streets to accommodate more cars? More stop lights that are ignored? More cops that are openly disrespected? More trees in parks that are overrun with people who can’t afford a home? More business development for companies who already get major tax breaks while real and true local businesses are ignored? More grants to help pay the bills of families who work at businesses we give tax breaks to, who refuse to pay a livable wage? Please consider your objective! Are you developing because every other city is? Thats not a good reason to push for economic growth. Are you trying to make a profit for give kick backs to the community? Do you have a goal of employing a specific number of college graduates in Denton every year? It would be awesome if 1000 graduates each year had access to a reasonably paying job in Denton. Do you want to see real local businesses like Veronicas Cafe or Taqueria Guanajuato expand and become more attractive to travelers in downtown Denton considering they have been in business for decades and are right off the square. I hope you consider what you are doing and use as much creativity as possible. Cookie cutter doesn’t work here. Stop doubting the citizens of Denton. Start with our people first. There are people in this city who know how to develop Denton and will make it unique. If you can’t find them here then go blow our millions on people who don’t care about us. But start with our people first. Comment #11 Hello, I will place my comments below on each section. 3.2.2. Preserve existing housing by offering financial assistance for repairs or retrofitting to maintain 94 6 naturally occurring affordable housing. - Please see the City of Lewisville's Property Enhancement Program, it uses ch. 380 to provide homeowners with matching funds to make repairs to their homes. The City of Richardson also has a ch.380 program that gives incentives to build custom homes. FIGURE 8. ECONOMIC DEVELOPMENT CORPORATION REVENUE FOR SELECTED DFW CITIES (2019) - This chart is misleading, many/most of these cities do not have an EDC. They use their Type A/B sales taxes for Parks or other items. I am 100% in support of the plan adopting the UNSDGs, I would hope te City would adopt the entire 17 Sustainable goals. Increasing incentives for businesses that go net zero or carbon neutral or even carbon negative are necessary if Denton wants to become a leader in sustainability. Comment #12 *Was a duplicate of Comment #11 Comment #13 I was surprised to see that this plan had been published and today was the last day of comments being accepted. I only learned about it today via a peer on Facebook. Having been a part of the focus group conversations and having my business be specifically mentioned in the plan numerous times, I would have expected some notification. If I was part of the stakeholder group and didn't know this had been published, does the population of the city at large know? Aside from that I will focus my attention on the component that I am most familiar with, Creative Denton. I think that the strategies and action items detailed in this section could go along way to help support and grow the creative and tech startup community we have in Denton. This particular component creates a vibrancy and culture in our community that is unique to North Texas and should be invested in. I know that with additional financial resources and support Stoke and TechMill could help execute many of the goals and ideas detailed in the plan. The investment that has already been made in Stoke should be viewed as a contribution to building a vital resource for a community of entrepreneurs and remote workers and I strongly support the idea of continuing the public/private partnership. Comment #14 Briefly, I wonder why no environmental/sustainability experts were included in the Planning Committee. Healthy ecosystems and resilient cities have robust economies. The Denton SWOT Analysis of Opportunities (p.47) mentions "renewable energy". We are already there. Why no mention of expanded EV infrastructure, solar-ready roofs, community solar programs, water conservation, xeriscaping, etc? These opportunities are crucial for addressing climate change, which is listed as a global threat in the SWOT Threat Analysis on page 48. It is a regional/local threat of the first magnitude and it is not addressed. I've stressed before the "silo" mentality of much of what the city does. That, to my knowledge, there was/is no input from Kathryn Barnett and her team in Sustainability, nor from environmental and climate scientists at UNT or TWU, is a perfect example. A strong and healthy local economy is not just about money. It's also about quality of life, good air, clean water, and a plan for dealing with what science predicts to be a very trying future socially, environmentally and economically. This draft plan is 95 7 like marching in place when it comes to dealing with reality. It is not proactive, precautionary, or prudent. This Development Plan should incorporate initiatives as being drafted for the Sustainable Denton Plan. The two plans should complement each other and present a unified vision for a resilient and robust economic future for Denton. Thanks. Comment #15 This plan should complement the environmental initiatives and goals of the in-progress revision of the Sustainability Plan. The days of stand-alone plans are long over. The city is an ecosystem---social, economic, environmental---and insightful, proactive development plans of all types should reflect that. There were no environmental or sustainability experts on the Planning Committee. We need a plan of action, not a panacea. It's a fact that cities with strong resilience and sustainability guidelines and goals also have strong economies. It's time to deal with reality. Comment #16 A few comments, somewhat scattered, so apologies in advance. Attracting young talent. Denton has a young population, but it's a young, mostly too poor to create long term plans population, as outlined in your draft report (regarding median income/home purchase price). How do you get someone 28 or 35 to come to Denton or to stay in Denton? I think it would be valuable to conduct a survey of residents between, say, age 25 and 50, prime working age, setting down roots ages. Ask: Why did you first come here? If things have changed, why did you stay? How long do you expect to stay? What will determine whether you stay or go? If you had to convince a friend of similar age to move to Denton, what would you say? What would you want to improve before lobbying a friend to move to Denton? Attracting talent how? More parks more trails, at every opportunity. To a man, every friend of mine who works in a future-economy field -- tech, start-ups, venture, finance -- loves doing stuff outdoors, including running and/or cycling. Every Denton resident should be within a 5 minute walk of a park or undeveloped parkland area or trail. We need another two or three clear creek nature preserves around town, and the trail system should be filled out to create full loops around town and to connect into the greater DFW trail network. In addition to a healthy physical outlet for people, a massive park system is beautiful and unique. Champaign-Urbana, IL is a standard for a university town with sprawling parks. Denton is already quite good on this front, but we should always prioritize increasing park coverage, especially as development fills in more and more of the City area. Attracting talent how? Denton schools are losing pace to nearby towns (compare STARR/SAT/AP results over time to nearby ISDs). We need to boost the IB program and the business community should consider lobbying DISD for a magnet school, perhaps tied to the existing ACT. A top of class public magnet school in Denton would help attract high achieving families into Denton proper instead of having them live in Argyle or Keller or Frisco. Moreover, a middle/high magnet that that doesn't include the usual menu of UIL team sports could build on a much smaller real estate footprint and could apply savings to building out a master faculty. 96 8 Denton business does a great job of attracting quality residential developers; we should take the next steps and lobby for legitimate outdoor recreational space/conservation space and building more academically rigorous schools that can compete against the likes of Southlake, Frisco, Keller, etc. Those are the kind of rare amenities that attract and retain talented individuals and families. Stoke is a really cool concept that I want to support. As of now, it's a co-working space that also hosts gatherings, teach-ins, mixers. Those are all good for Denton, but I wonder whether the benefits derived from those things is worth the amount of rent the City is giving to the landowner. Stoke is all about investing in Denton's creatives. It's something like a business incubator, but there's a big missing component: equity. The City is subsidizing the workspace, which is fine, but in the traditional business incubator model, the startups that benefit from the host give equity in exchange for the support. To the extent allowable by law, this is what we should do in Denton. Denton should give space or reduced fees/rent in exchange for equity in some form or another. Maybe the City would have to create a non- profit in order to make this a legal arrangement - not sure, and haven't researched the Tex Govt Code enough to know at this point. Downtown mobility. We should convert the following to single lane, 10-15 mph streets to encourage bikes/pedestrians and outdoor dining and to reduce on-street parking (which is a blight and is dangerous): the block around the square - Oak, Hickory, Elm, Locust and the next concentric ring of streets (sometimes called the Mews Streets). Making the Square more livable and walkable and safer and quieter and cleaner. All good for Downtown development and business retention. Imagine the entire row of parking and one of the lanes of Hickory turned into a semi-permeable surface with outdoor seating. Instead of crowds shuffling between the storefront and parked cars, we'd have groups of families and friends, enjoying drinks or ice cream or game-tables, with plenty of space to walk by. It would make the Square so much more tolerable and enjoyable, even with more people visiting. More deliberate Business-Arts mingling. The spaces and people are available. We need to continue to encourage and create exposure to the arts. For some it may always be just background for a curated scene in which to socialize, but I think even passive exposure (like mixers with deliberate artistic injection, places like UNT on the Square or Creative Arts Studio) expands in small steps the artistic ethos of a community. Also, creating connections between professional artists -- especially younger-ish artists emerging from the universities -- and potential patrons can have a beneficial butterfly effect, even from a single sale. Residual impact of one working professional artist can have a deeper social, community influence. This is evidenced perhaps no more deeply than when Denton loses an artist or musician. Please don't hesitate to reach out if you want to follow up. In addition to being a long time Denton resident, I have worked on numerous real estate deals in the west Denton commercial-industrial area, and through that work have become familiar with the current and future potential growth in the area. Comment #17 Hi, thank you for taking my comments into consideration. I am an aspiring entrepreneur with previous successful ventures at a VP level. I have spent a majority of my free time since November 2019 outlining ideas intended to help build a stronger Denton through creative ventures that support local business. They have potential to attract stakeholders both within and outside of the city of Denton. I whole heartedly believe in this city and community members (new and existing) to support people, planet, and profit. I am certain there is opportunity to "strengthen entrepreneurship in Denton by advocating for local startups." Although I don't know who would ultimately lead this initiative, the city 97 9 needs someone to serve "as a connector between entrepreneurs and the talent, capital, and networks they need." The Denton Innovation Group sounds like a good start. However, it takes focused effort, dedication, and local community support. It would be an honor to participate and define "a vision for entrepreneurship in Denton, establish goals, measure progress, and connect with DFW organizations." Personally, I know of a majority of organizations throughout DFW, as well as other metroplexes and states. With support from the local community and alignment in initiatives, there's no reason we can't attract resources needed to support and expand an evolving startup ecosystem. Startups at the ideation or prototype phase need initial funding to focus and maximize operational development. A business has higher valuations when processes are documented and navigable, along with an established Brand Playbook. As startups relocate to Denton (or anywhere for that matter), it's enticing to offer room and board stipends. This covers nearly 50% of expenses, and creates a sense of security that most don't have when building a business. Ideally there would be a point person that engages with leaders of accelerator programs and venture capitalists to attract attention to Denton. Someone that can communicate the value Denton has to offer early stage startups will be pivotal in building long-term relationships. Consistent communication and maintained alignment will be essential, especially as funding rounds are approved. Is there already someone leading this? Who will be attend conferences and ensure communication to other stakeholders in Denton? Those already in startups don't have the time to truly dedicate themselves here. It's just not sustainable when working 70+ hours per week. Most importantly, how we facilitate relocation and/or growth of startups in Denton will be noted and remembered. Stakeholders are proud of their community, and rightfully so. Relationships and communication are the keys to success. Residents deserve an inclusive approach that doesn't result in mass gentrification. On that note, one startup opportunity is affordable and scalable housing. As we expand multi-family housing, it's important to provide accommodating and convenient housing in areas that are undergoing substantial development. It's absolutely crucial to raise "awareness of success stories", both local and regional. Yes, social media and content distribution can be aggressive. More importantly, content should be thoughtful, educational, informative, and curated based on individual personas. Partnering with media outlets for PR and exposure to a broader audience will be pivotal as well (especially those with strong digital viewership). Some primary areas of impact include: - Manufactured housing - Vertical hydroponic farming (Grand Farm Initiative?) - Drop shipping and fulfillment - Omni-channel - Local grocery - Food delivery - Digital events As with any venture, founders and early stage team members should be granted equity after 90 days of dedicated work and proven value to the long-term development of any business. 98 10 I would love the opportunity to collaborate and participate in the development of this endeavor. This is bigger than any one person, as are my startup ideas. I built DENTON CREATIVE as a free resource to address much of the topics addressed in the Economic Development Strategic Plan. I will review further, and greatly appreciate your efforts to keep myself and others posted on status, events, and major changes. Thank you for your time, and I hope to speak with you all soon. All my best. Comment #18 Stoke is a huge asset for the Denton entrepreneurial and creative communities. My involvement with Stoke has benefitted my small business in many ways and was a factor in my decision to move my ed tech business from Arizona to Texas, and specifically, to Denton. Comment #19 I would like to encourage the City of Denton to continue their partnership and financial support for Stoke. This action is aligned directly with the first two strategic recommendations (Accelerate Recovery and Foster Growth) outlined in the draft plan. Stoke provides a workspace unlike any other in Denton for startups and remote workers. As small and large businesses seek options to change how their businesses operate during and after the pandemic, remote work will become normalized. Stoke provides an environment where individuals can live and work in Denton while working for companies outside of Denton, as in my case, as well as companies that are based in Denton but need flexibility in lease terms over traditional office spaces to facilitate growth. In addition to the workspace and business infrastructure Stoke provides with membership that can otherwise be barriers for startup businesses, the programming (Lunch and Learn events, FlintConf, opportunities for organic collaboration among members) provided by Stoke is designed to give entrepreneurs access to tools to fill gaps in experience, business acumen, and professional networks required to successfully start and grow a small business. Comment #20 I’d like to see a trolley that would go from Fry St. area, by UNT, to and around the square, by the downtown A-Train station (Transit Center) and on to TWU. The round trip takes less than thirty minutes. It would be it’s own attraction and make it easy for people to come in on the train or bus and go to the main tourist areas or school. Comment #21 i appreciate the inclusion and recognition of the importance of NCTC in workforce and job development. This will be even more important in the coming year post COVID-19. Comment #22 I am a member of the Stoke Denton community. I think a system where there is not only investment into entrepreneurs but a system that takes care of them. From observation I conclude that a population undeserved or harvested will end up not reinvesting in the community even if they really want to. There are plenty of well known bureaucracies in Denton and they do not treat their community that relies on 99 11 them right especially when they turn into a different category of folks. Example of this would be students tuning into professionals. I know plenty of smart people who make a lot of money who couldn't wait to get out of that town because of bureaucracies. There is plenty of underrated talent at Stoke that get over looked because its not easy to track some of what these individuals do. None the less they call Denton home and are proud to be a part of the community. Also I would like to add another observation. For small business with mediocre revenue it is hard to do business in Denton without a well planned out operation. Take Muddy Jakes for example, nice investment into the company, great service, but did not have a steady guide in operation. During the summer when Denton is a ghost town they had their whole unit in operation to include every light and every tv. Im sure that ate into their profits. I also met another small business owner who had a restaurant on fry who was now $100,000 in debt driving uber. Maybe a city or 3rd party planned out efficiency plan for small business. Im sure local schools and business community would like that. Last but not least. I believe Denton is a ghost town in the summer because the students dont live in Denton. The rates are artificially high and not a lot of protections go into protecting students or low income individuals yet. I once saw a living room with wall of curtains as a barrier listed on craigslist for $450. I look at places like Plano, Richardson, Frisco and they have a healthy population year round because there are plenty of locations that are affordable and it is easy to travel to and from. Looking at the development map on the plan seems like a good idea to me. Comment #23 My comment has more to do with the types of businesses that are being recruited by ED and COD. At the end of the day, I really don't know what can be done about this. We need businesses that will PAY their employees. Denton cranks out college grads every semester and they leave to find jobs that can actually pay them a decent wage. If the median rent in the City of Denton is $1,146 then we need businesses with pay structures that will raise the median income per capita from $30,748 to (at the very least) $47,000/year. How are people supposed to pay their bills, put food on the table, gas in the car, pay their student loans they acquired from going to UNT/TWU/NCTC and put money back into the community (shopping, eating, etc) when 44% of their paycheck goes to RENT - and that's IF they are lucky enough to make the median?! Comment #24 Proud to live in a place that invests in its entrepreneurs! The opportunities provided by places like Stoke and TWU's Center for Women Entrepreneurs are crucial for the growth of entrepreneurship in Denton. 100 TOM STELLMAN JACLYN LE ECONOMIC DEVELOPMENT STRATEGIC PLAN AUGUST 18, 2020 CITY OF DENTON, TEXAS 101 AGENDA▸Introduction▸Project Overview▸Context▸Strategic Plan Overview▸Capacity and Resources 102 OBJECTIVES FOR TODAY’S PRESENTATION Set the context for economic development efforts in Denton and in the DFW region 1 Share an overview of the strategic plan and recommendations for growth and investment 2 Gather input from City Council to inform the strategic plan and move to adoption 3 103 INTRODUCTION 104 Committed to holistic thinking and sustainable development. We design strategies that will support your community’s vision for the future. THEORY INTO PRACTICE 105 Year founded1995 Engagements400+ Clients300+ States44 Countries5 106 ▸City of Denton, TX –Economic Development Strategic Plan▸City of Dallas, TX –Economic Development Strategy Review▸Harris County, TX (Houston Area) –Economic Mobility Strategy ▸Workforce Solutions North Central Texas –Board Facilitation for Strategic Planning ▸Workforce Solutions Rural Capital Area –Workforce Development Strategic Plan for Nine Counties▸Jefferson Parish (New Orleans Metro) –Economic Development Strategic Plan▸Richland County, SC (Columbia) –Economic Development Strategic Plan▸Richmond, VA –Economic Development Strategic Plan▸Delaware Prosperity Partnership –Inclusive Information Technology (IT) Talent Pipeline▸Detroit CEO Group –Employer-Led Workforce Development Partnership ▸Detroit Workforce Funders Collaborative –Philanthropic Collaboration for a Racially Equitable Workforce System▸Oakland County, MI (Detroit Region) --Countywide Economic Development Strategic Plan▸Greater Houston Partnership, TX –Addressing Houston’s Middle Skills Job Challenge▸State of Montana –State Economic Development Strategy▸National League of Cities/Mid-American Regional Council —Regional Housing Summit CURRENT AND RECENT PROJECTS 107 OUR FRAMEWORK We design strategies that will support your community’s vision for the future. 108 PROJECT OVERVIEW 109 1.Assess community and compare to similar communities, including a full SWOT analysis and analysis of existing tax base. 2.Develop vision and goals for economic development in Denton, incorporating feedback from relevant stakeholders. 3.Identify target industries and subsectors, make recommendations of how to attract target industries, including how target industries support vision and goals and best methods for marketing and recruiting. 4.Review incentives and economic development tools and provide best practices and guidelines for strategic use, and provide recommendations on use of traditional and nontraditional incentives. 5.Analyze and make recommendations regarding areas for development and redevelopment. 6.Create an actionable work plan that guides the next 3 to 5 years of departmental work plans, staffing, assignment of duties, and include clear metrics to measure performance and execution of strategies. PROJECT GOALS 110 PROCESS AND TASKS 1.1 Project Launch 1.2 Planning Context Policy Framework Competitiveness 1.3 Stakeholder Feedback 1.4 Competitive Position 1.5 SWOT Analysis DISCOVERY 2.1 Strategic Direction 2.2 Strategic Growth Areas 2.3 Best Practices 2.4 Opportunities Analysis & Workshop OPPORTUNITY 3.1 Strategic Plan 3.2 Implementation Matrix 3.3 Final Report & Presentation IMPLEMENTATION 111 WHAT INFORMS THE STRATEGIC PLAN? WHAT YOU TELL US▸Meetings with community leadership & staff▸Focus group discussions ▸Stakeholder interviews, surveys, & workshops WHAT THE DATA TELL US▸Economic assessment▸Benchmarking vs. competitors & peer cities▸Cluster & target industry analysis WHAT OUR EXPERIENCE TELLS US▸Strategies & initiatives▸Best practices▸Trends in economic development 112 STAKEHOLDER ENGAGEMENT FEBRUARY 11-13 1 Meetings with City Council Members 2 Meeting with Jason Tomlinson (TWU) 3 4 5 6 7 8 Meeting with Judge Eads Young Professionals Roundtable Developers Roundtable Meeting with Denton Airport Meeting with City Development Services Tour and Meeting with Stoke JANUARY 15-16 1 Chamber of Commerce Roundtable 2 Tech/Entrepreneurship Roundtable 3 4 5 6 7 8 Industry Roundtable Education & Workforce Roundtable Development & Infrastructure Roundtable Economic Development Staff Discussion City Executive Leadership Discussion Meeting with County Economic Development 113 CONTEXT 114 DENTON: THEN VS NOW IN 2020IN 2002 City experiencing continued growth Thriving downtown square Active and growing business park Sustained economic development partnership Creation of various economic development tools (e.g., TIRZ) Greater connection to DFW Metroplex Undiscovered “college town” Little downtown activity or development No business park Economic development was a new priority for city leaders Limited economic development initiatives and incentives Distant from Dallas and Fort Worth 115 shape trends follow trends GLOBAL NATIONAL STATE LOCAL & REGIONAL 116 LOCAL/REGIONAL STATE NATIONAL GLOBAL STRENGTHS University of North Texas Texas Woman’s University Competitive tax climate Affordable cost of living Growing DFW metro Land availability AirportUnique culture WorkforceDowntown Hiking & biking trails Power generation Growing tech sceneConvention Center Water rights Interstates Music & arts Manufacturing NCTC In-migration growth Sustainability Diverse economic base Innovation capacity Venture capitalLower cost of living compared to coasts 117 WEAKNESSES Lack of affordable housing Limited ED resources Infrastructure Leadership transitions No Class A office stockTown vs gown Lack of uniting vision Corridors into city Workforce for skilled trades No tax base for community colleges Equity & inclusion Construction costs Many non- taxing entities Retention of graduates Reliance on volatile industries (oil & gas) High share of vulnerable populations Lack of high- end housing Limited jobs US national debt Growing income inequality Aging population Talent shortages LOCAL/REGIONAL STATE NATIONAL GLOBAL 118 OPPORTUNITIES Expand tech, R&D, innovation Downtown development & placemaking Opportunity Zones FDI Leverage higher education assets Airport expansion Logistics hub Hunter & Cole Ranch Golden Triangle Mall redevelopment Telling the “Denton Story” better Athletic complex Utilizing DME funds for ED Talent retention EdTech Cluster Renewable energy Opportunity Zones Rise of remote workers Historic preservation tax credits Federal stimulus funds New Market Tax Credits (NMTC) Growing tech sector Migration from urban areas on the coasts Younger workforce Denton Catalyst Fund Global sustainable development goals (SDGs) Economic diversification LOCAL/REGIONAL STATE NATIONAL GLOBAL 119 THREATS Out-migration of talent Retention of existing employers & industries Industries vulnerable to disruption Aggressive growth in other DFW communities Higher wages in other DFW cities Aging workforce Economic recession Immigration restrictions (workforce) US political uncertainty Trade policy uncertainty Climate change Competition with China Aggressive business recruitment across US South COVID-19 Disruption in healthcare industry Workforce for skilled trades Decreased defense spending Inequitable distribution of jobs & opportunity Fragile global supply chains Boom/bust cycle of oil & gas industry Cybersecurity threats LOCAL/REGIONAL STATE NATIONAL GLOBAL 120 How does Denton’s resources compare to those of other DFW cities? 121 Sources: Texas Comptroller of Accounts; TIP Strategies, Inc. SALES AND USE TAX ELECTIVES TYPE Type A Type B 122 Source: Texas Comptroller of Public Accounts DFW ECONOMIC DEVELOPMENT CORPORATION (EDC) REVENUE CITY SALES TAX TYPE TOTAL EDC REVENUE ($ MILLION) Allen Type A $13.5 Type B $11.1 Coppell Type B $13.1 Flower Mound Type B $3.2 Frisco Type A $43.0 Type B $29.6 Grapevine Type B $19.3 Lewisville Type B $9.0 McKinney Type A $16.7 Type B $14.1 Southlake Type A $6.3 Type B $8.0 TYPE A EDCS: DEVELOPING INDUSTRIES •Business infrastructure •Manufacturing •R&D •Job training classes •Public transportation TYPE B EDCS: DEVELOPING INDUSTRIES & CULTIVATING COMMUNITIES •Sports and athletic facilities •Tourism and entertainment facilities •Affordable housing •New and expanded businesses 123 Notes: Carrollton only provides sales tax rebates for data centers. Irving provides sales tax rebates for certain retail projects. Denton provides expedited development services for a fee. LAYERING DIFFERENT TYPES OF INCENTIVES Allen Carrollton Coppell Farmers Branch Irving Lewisville Richardson Denton Job cash grants Property tax abatements Sales tax rebates or credits Fee waivers (impact / permit) Infrastructure grants Special zone incentives (TIRZ, TIF, FTZ, PID) Expedited services 124 STRATEGIC PLAN OVERVIEW 125 STRATEGIC PLAN GOALS ACCELERATE RECOVERY Coordinate short-term economic recovery efforts from the COVID-19 pandemic by aggregating information, collaborating with regional partners, and allocating resources to top priorities FOSTER GROWTH Attract long-term economic growth aligned with community priorities by focusing on four strategic growth areas: connectivity, creativity, sustainability, and competitiveness STRENGTHEN COMMUNITY INCLUSION Align economic, workforce, and community development efforts to meet critical community needs and to strengthen community inclusion 1 2 3 126 ACCELERATE RECOVERY ECONOMIC RECOVERY NERVE CENTER Cross-functional of resources and responses related to COVID-19 economic fallout TAKING THE PULSE OF THE BUSINESS COMMUNITY Understanding the short-term and long-term needs of Denton’s businesses VIRTUAL BUSINESS RETENTION Supporting and retaining existing businesses through the economic recovery period WORKFORCE COLLABORATIVE Strategies to coordinate and strengthen Denton’s workforce and talent pipeline INCLUSIVE ECONOMIC RECOVERY Targeted provision of support to communities experiencing disproportionate impact from pandemic REGIONAL COLLABORATION Continued partnership with regional economic and workforce development partners 1 127 CREATIVITY SUSTAINABILITY COMPETITIVENESS CONNECTIVITY Denton is a transportation and logistics hub for the DFW Metroplex Denton’s unique culture is driven by a growing entrepreneurship and creative community Denton is positioned to be a global leader in renewable energy and green technology Denton will become more economically competitive with planned investments FOSTER GROWTH IN STRATEGIC AREAS2 128 Denton is a transportation and logistics hub for the DFW Metroplex CONNECTIVITY ▸Expand business retention and expansion (BRE)▸Continue to attract new investment▸Build on existing successes in the Westpark Industrial Park ▸Create a Logistics and Supply Chain Management Center of Excellence (COE) MAJOR STRATEGIES 129 Denton’s unique culture is driven by a growing entrepreneurship and creative community CREATIVITY ▸Launch an accelerator to support the growth of existing companies▸Create a supportive ecosystem for edtech companies ▸Recruit growing startups in the DFW Metroplex▸Promote Denton’s creative brand in marketing materials and in the press MAJOR STRATEGIES 130 Denton is positioned to be a global leader in renewable energy and green technology SUSTAINABILITY ▸Integrate some economic development efforts and incentives with Denton’s Simply Sustainable strategic plan▸Target environmentally conscious businesses for attraction and recruitment efforts▸Adopt related Sustainable Development Goals (SDGs) and align metrics▸Incorporate sustainability efforts into marketing materials MAJOR STRATEGIES 131 Denton will become more economically competitive with planned investments COMPETITIVENESS ▸Dedicate staff resources to the successful completion of the Cole and Hunter Ranch project▸Continue to promote downtown development▸Incentivize the creation of professional office space, especially in downtown district▸Expand broadband connectivity to all Denton residents▸Prioritize digital marketing efforts and materials MAJOR STRATEGIES 132 STRENGTHENING COMMUNITY INCLUSION STRATEGIES WORKFORCE COLLABORATIVE Strategies to coordinate and strengthen Denton’s workforce and talent pipeline HOUSING AFFORDABILITY Collaboration with Community Development department to build and preserve affordable housing “GROW YOUR OWN” TALENT INITIATIVE Support of youth career and entrepreneurship programs as well as university graduate retention 3 133 CAPACITY AND RESOURCES 134 WAYS FOR CITIES TO SUPPORT ECONOMIC DEVELOPMENT Incentives Site selection Program & initiative support Marketing and/or tourism Data & analysis Infrastructure investments 135 A PUBLIC-PRIVATE FUND FOR ECONOMIC DEVELOPMENT DME Percentage contribution from utility for economic development activities CITY Incentive rollbacks or earmarked percentage of tax revenue from future developments BUSINESSES Fundraising campaign led by the Denton Chamber to increase private sector engagement DENTON CATALYST FUND 136 The goal of building a catalyst fund is to meet the strategic objectives of the strategic plan. Flexibility will be necessary to determine the path to meet those goals and objectives. Investing in economic development will require building resources over time. The level of resources needed to carry out the plan each year is not static. Denton needs a toolbox of different resources and mechanisms to support economic development. CONSIDERATIONS FOR BUILDING A CATALYST FUND 137 BUILDING UP ANNUAL RESOURCES FOR ECONOMIC DEVELOPMENT Current level of resources that Denton invests in economic development operations and incentives Increased economic development capacity and modernized operations comparable to other cities Investment in economic development incentives and initiatives at an aggressive level in the DFW region 1 2 3CURRENTFOUNDATIONAL AGGRESSIVE ~$4 million $7 to 9 million~$6 million Source: City of Denton, Economic Development Department. 138 NEXT STEPS 139 IMPLEMENTATION MATRIX POTENTIAL PARTNERS (lead partner highlighted in bold) 12-18 months 2-3 years 3-5 years Ongoing ESTIMATED COSTS POTENTIAL FUNDING SOURCES 1.1.1. Pull together a small group of top-level leadership from the City, the EDPB, and the Denton Chamber of Commerce to form the “economic recovery nerve center.” City, Chamber, EDPB City - Economic Development None IN-PROGRESS 1.1.2. Shift the focus of the existing economic development structure from relief and policy enforcement to cross-functional elements of economic recovery, such as business retention, workforce development, and community services. City, Chamber, EDPB City - Economic Development None IN-PROGRESS 1.1.3. Develop an internal data dashboard to guide economic recovery efforts using a limited number of indicators that can be tracked over time and shared with partner organizations. City, Chamber, EDPB City - Economic Development None IN-PROGRESS 1.2.1. Continue to coordinate with the Denton Chamber of Commerce and Denton Main Street Association to assess short-term needs and long-term projections for Denton’s businesses. City, Chamber, Main Street Association City - Economic Development None IN-PROGRESS 1.2.2. Stay connected to DFW organizations coordinating economic recovery and community service efforts across the DFW Metroplex. City, Chamber, Denton County City - Economic Development None IN-PROGRESS 1.3.1. Continue to develop and maintain a database of Denton-based businesses. City, Chamber City - Economic Development $10,000 IN-PROGRESS 1.3.2. Shift the City’s business visitation efforts to a virtual setting and establish a cadence of meetings with businesses as soon as appropriate. City City - Economic Development None IN-PROGRESS 1.3.3. Expand existing goals for business touchpoints on a monthly, quarterly, and annual basis. City City - Economic Development None IN-PROGRESS 1.3.4. Reevaluate and adjust standard questions and protocols utilized in the City’s BRE program to be more responsive to the COVID-19 crisis and recovery.City City - Economic Development None IN-PROGRESS 1.3.5. Prioritize business retention efforts based on strategic growth areas (see Goal 2), employer size, employer growth (number of employees, revenue growth, etc.), and lease terminations. City City - Economic Development None IN-PROGRESS 1.3.6. Structure BRE efforts to serve several purposes: educate businesses about resources offered by the City, identify challenges companies are facing, and identify short-term and long-term issues.City City - Economic Development None IN-PROGRESS 1.3.7. Act as a concierge to priority businesses to help navigate processes within other municipal departments (e.g., partner with a project facilitator from the City’s Development Services department). City, Development Services City - Economic Development None INCOMPLETE 1.2. TAKING THE PULSE OF THE BUSINESS COMMUNITY. 1.3. VIRTUAL BUSINESS RETENTION. 1.1. ECONOMIC RECOVERY NERVE CENTER. GOALS & STRATEGIES TIMELINE LEVEL OF COMPLETION ORGANIZATION RESPONSIBLE GOAL 1. ACCELERATE RECOVERY 140 NEXT STEPS 1 Gather feedback and comments from City Council (in progress) 2 Finalize plan for adoption by City Council (TBD) 141 2905 San Gabriel Street Suite 309 Austin, TX 78705 512.343.9113 www.tipstrategies.com AUSTIN BOSTON SEATTLE 142 Economic Development Fund Funding Options City Council Work Session August 18, 2020 1ID20-1130; Aug. 18, 2020 143 Objective 2 •Provide an overview of: •Current Economic Development funding and budget •Current Economic Development tools •Estimated costs to implement Strategic Plan •Options to increase Economic Development program funding ID20-1130; Aug. 18, 2020 144 Current Economic Development Financials 3 FY 18-19 Actuals FY 19-20 Budget FY 20-21 Budget Revenues/Funding Source General Fund Revenues 4,469,852 4,962,803 4,156,482 Utility Funds (W/WW/SW/DME)191,068 191,068 100,000 Total Revenues $4,660,920 $5,153,871 $4,256,482 Expenditures Primary Operations & Personnel 735,244 896,283 875,056 Stoke 225,469 238,460 198,320 Chamber 238,835 238,835 125,000 Approved Incentives 3,461,372 3,780,293 3,058,106 Total Expenditures $4,660,920 $5,153,871 $4,256,482 Investment Fund Contribution Mixed Beverage Sales Tax 150,000 150,000 150,000 End of Year Fund Balance $619,682 $774,682 $924,682 ID20-1130; Aug. 18, 2020 145 Current Economic Development Tools What it is used for General Fund •Department staff and operations •Payments of existing/new sales tax or property tax Chapter 380 agreements •Program support for Chamber of Commerce and Stoke Utility Funds •Department staff and operations •Provide additional funding for contract with Chamber of Commerce Tax Abatements •Reduces property taxes over a set period of time for developments that meet certain criteria by policy Chapter 380 Agreements •Reimburses businesses via sales or property taxes based on performance •Job-based grants for companies that create significant jobs in accordance with policy Infrastructure Development Plan Line Funds •Offsets costs associated with water/wastewater improvements on certain projects Investment Fund •Cash-based grants to be used for job-creation, targeted sectors, or major capital investments (terms negotiated through Chapter 380 agreement) DME Economic Growth Rider •Reduces demand charges for significant electric users (per DME ratebook) Tax Increment Reinvestment Zones •Dedicates portion of captured incremental growth in revenues for specific projects Public Improvement Districts •Allows for additional levy of funds for development components with public benefit Neighborhood Empowerment Zones •Zones designed to promote housing rehabilitation or affordable housing, economic development, improving quality of social services Hotel Occupancy Taxes •Funds to encourage promotion and tourism 4ID20-1130; Aug. 18, 2020 146 Investment to Implement Strategic Plan 5 •To implement strategic plan, staff worked with TIP Strategies to determine 3 types of future investment costs: •One-time costs •Actions from Plan that require a one-time investment/expenditure of funds •Ex: website upgrades •Recurring costs •Actions from Plan that require an ongoing commitment of funds to support staff, operations, programs, software, etc. •Ex: software license •Fund development costs •Actions from Plan that require initial investments and ongoing support through fund balance maintenance or replenishing funds. •These funds have overall funding goals but funding is spread over 5 years. •Ex: incentives •In the TIP Strategies presentation, costs were evaluated between foundational and aggressive funding models. ID20-1130; Aug. 18, 2020 147 Investment to Implement Strategic Plan 6 •Investment costs were estimated based on the following: •Known current financial and operational limitations and needs. •Estimates based on assumptions related to known projects and applied to future unknown projects. •Costs were established in current economic environment and potential future economic changes could impact estimates. •Costs are not necessarily an annual expenditure, but an estimate of funding for a program/goal, which could include contributions to an established fund. ID20-1130; Aug. 18, 2020 148 Investments in Strategic Plan: Foundational 7 •Funding estimated on 5-year horizon. •Focus should be on reaching objectives and strategic goals, and use of all available tools (not just increasing expenditures) to deliver results. •Like Implementation Matrix, funding analysis is a dynamic process and should be re-evaluated against goals and performance regularly. One-time 0 60,000 100,000 0 0 Recurring 12,500 27,500 45,000 410,000 420,000 Fund Development 1,275,000 1,475,000 2,112,500 1,400,000 1,200,000 Total Estimated Implementation Cost $1,287,500 $1,562,500 $2,257,500 $1,810,000 $1,620,000 Implementation Schedule FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 ID20-1130; Aug. 18, 2020 149 Investments in Strategic Plan: Aggressive One-time 0 60,000 100,000 0 0 Recurring 12,500 32,500 65,000 560,000 575,000 Fund Development 2,550,000 2,950,000 4,225,000 2,800,000 2,500,000 Total Estimated Implementation Cost $2,562,500 $3,042,500 $4,390,000 $3,360,000 $3,075,000 FY 21-22 FY 22-23 FY 23-24 FY 24-25FY 20-21 Implementation Schedule 8 •Funding estimated on 5-year horizon. •Focus should be on reaching objectives and strategic goals, and use of all available tools (not just increasing expenditures) to deliver results. •Like Implementation Matrix, funding analysis is a dynamic process and should be re-evaluated against goals and performance regularly. ID20-1130; Aug. 18, 2020 150 Investments in Strategic Plan One-time 0 60,000 100,000 0 0 Recurring 12,500 32,500 65,000 560,000 575,000 Fund Development 2,550,000 2,950,000 4,225,000 2,800,000 2,500,000 Total Estimated Implementation Cost $2,562,500 $3,042,500 $4,390,000 $3,360,000 $3,075,000 FY 21-22 FY 22-23 FY 23-24 FY 24-25FY 20-21 Implementation Schedule 9 Fund Development •Established goals for various incentive programs described in Implementation Matrix. •Values determined based on achieving an “available fund balance” to use for various programs. •Fund contributions may be increased/decreased over time as balances are achieved and based on performance/usage new investments. •Over 5-year time horizon, this represents an additional $7.5 to 15 million in new program support, which can be layered with other tools. •Programs: general investment fund for recruitment & retention, job-based grants; infrastructure, utilities & development assistance; innovation & entrepreneurship; HUB & access fund One-time 0 60,000 100,000 0 0 Recurring 12,500 27,500 45,000 410,000 420,000 Fund Development 1,275,000 1,475,000 2,112,500 1,400,000 1,200,000 Total Estimated Implementation Cost $1,287,500 $1,562,500 $2,257,500 $1,810,000 $1,620,000 Implementation Schedule FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 Aggressive: Foundational: ID20-1130; Aug. 18, 2020 151 Economic Development Funding Options Advantages Disadvantages Funding Dedicated percent of utility system ROI •No additional burden to General Fund •Possible impact to ratepayers •Funds transferred to General Fund, then to Eco. Dev. Fund. •Approximately $2.75 million for every 1% of ROI. Utility Fund Balances + utility system ROI (recommended option) •Use of fund balance to get fund started reduces burden on operations •Possible impacts to ratepayers (minimal) •Funds transferred to General Fund, then to Eco. Dev. Fund. •Can establish transfer from existing fund balance,then fund 0.5% of ROI (about $1.38 million/yr). Dedicated portion of or additional property tax •Stable revenue stream that could grow over time •Revenue has to be made up in the General Fund or additional cent has to be added to rate •Approximately $1.3 million for $0.01 of tax rate. Incentive roll-off •No sudden impact to General Fund •No immediate revenue •Will take time to develop substantial fund •General Fund forecast includes funds being captured as incentives expire •Variable •Approximately $630k per year if starting with FY19-20 roll-offs. Bond election for Economic Development Funding •No impact to any City funds •If successful, could increase the City’s I&S property tax rate •Variable 10ID20-1130; Aug. 18, 2020 152 Staff Considerations & Recommendation 11 •Limit impacts to City’s General Fund, while finding a sustainable funding mechanism to support economic growth. •Hybrid option: use utility system fund balance + ongoing support of utility system ROI. •Best aligns with Implementation Schedule. •Re-evaluate implementation of programs and associated timelines and costs as part of annual budget process. •Funding needs/source may change over time. •Focus on innovation and best practices to achieve strategic goals. ID20-1130; Aug. 18, 2020 153 Questions? 12ID20-1130; Aug. 18, 2020 154 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1185,Version:1 AGENDA CAPTION Receive a report, hold a discussion, and give staff direction regarding the Economic Development Partnership and contract between the City of Denton and the Denton Chamber of Commerce. City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™155 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Economic Development ACM/CFO: David Gaines DATE: August 18, 2020 SUBJECT Receive a report, hold a discussion and give staff direction regarding the Economic Development Partnership and the contract between the City of Denton and the Denton Chamber of Commerce. BACKGROUND The City Council and the Denton Chamber of Commerce first entered into an economic development partnership agreement in 1986. Through an economic development program agreement, the City provided funds for the administration and operation budget of the Chamber of Commerce’s Office of Economic Development, which includes:  Prospect generation activities;  Marketing activities, i.e. trade shows, publishing/printing, website(s) administration, marketing materials; and  Small Business Development Center support. Over the past few years, the agreement between the City and the Chamber included specific goals, deliverables, and metrics for the Chamber’s Office of Economic Development, along with enhanced clauses regarding financial reporting, insurance requirements, and indemnity. In FY 2019-20, the City and Chamber approved a new format to the agreement, that allowed for the incorporation of a work plan and more details related to the ongoing division of responsibilities and reporting requirements. FY 2020-2021 Agreement Over the past nine months, the City has engaged with TIP Strategies to develop an economic development strategic plan. With the plan nearing completion, the City and Chamber teams met and focused on using the plan as the guidepost for the development of strategies, goals, and work plans. Through ongoing dialogues this summer, the City and Chamber teams focused on developing a new path forward to develop a partnership that aligned with the strategic plan. The discussions focused on:  Resetting expectations, evaluating the relationship, and development of a functional partnership with shared goals, objectives, and collaborative working structures.  Increasing and improving communication between the agencies and removing barriers to success.  Fostering a sense of trust, transparency, and openness.  Developing a shared understanding of the division of duties and responsibilities. With that framework in mind, City and Chamber staff developed a matrix of responsibilities that outlined five responsibility areas:  City Primary: those areas in which the City serves as the project manager and is responsible for all primary work duties. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 156  Chamber Primary: those areas in which the Chamber serves as the project manager and is responsible for all primary work duties.  Joint Efforts-City Led: those areas in which the City serves as the project manager and is responsible for all primary work duties, but will rely on Chamber staff for additional support.  Joint Efforts-Chamber Led: those areas in which the Chamber serves as the project manager and is responsible for all primary work duties, but will rely on City staff for additional support.  Cooperative Efforts: those areas in which the City and Chamber are committed to sharing responsibility and success requires significant collaboration on an ongoing basis. A breakdown of the division of responsibility matrix and assigned focus areas is provided in Exhibit 2. In addition to the matrix, staff also developed a new work plan to align the goals and tasks identified in the strategic plan with the ongoing efforts that the Chamber will undertake over the next year. A key component of the new work plan is a commitment by both the Chamber and City to hold regular meetings to address key issues and document success. In terms of documenting success, the proposed agreement does the following:  Establish a change from a metric-based approach to an outcome-oriented approach to tracking progress.  Hold regular dialogues with a focus on openness and collaboration according to the following schedule: o Weekly standup meetings between the Director of Economic Development and the Chamber’s Vice President of Economic Development. o Monthly meetings of the Economic Development Work Group which includes representatives from City and Chamber staff, the Economic Development Partnership Board Chair/Vice Chair, City Management, and representatives from the Chamber Board. o Development of an integrated quarterly economic development report that is provided to the EDPB, Chamber Board, City Manager, and City Council. o Semi-annual presentation to City Council regarding economic development efforts and strategic plan implementation. To accomplish these goals, the Chamber has increased their goal for private fundraising goal to $125,000, which will match the proposed $125,000 from the City. This represents an overall decrease in the cost of operating the Chamber Office of Economic Development, but a renewed commitment to accomplishing the goals and furthering the partnership. As currently drafted, the agreement is for one year, with a possible one- year additional term. EXHIBITS 1. Agenda Information Sheet 2. Draft Agreement and Work Plan 3. Presentation Respectfully Submitted, Jessica Rogers Director of Economic Development 157 Draft 08/13/2020 1 ECONOMIC DEVELOPMENT PROGRAM AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON CHAMBER OF COMMERCE This Agreement is made between the City of Denton, Texas, (“City”) and the Denton Chamber of Commerce (“Chamber”) for the purpose of providing for a program to promote economic development through the joint efforts of the parties hereto, who in consideration of the mutual promises, agree as follows: A. Chamber Office of Economic Development (“Office”). During the term of this Agreement, the Chamber shall maintain an Office of Economic Development managed by the Vice President of Economic Development, who shall perform the duties of the office. B. Support Services. The Chamber shall provide the office space, equipment, and support staff necessary for the operations of the Office. C. Funding. For Fiscal Year 2020-21, the Chamber shall solicit and contribute private sector funds. The Chamber’s private funds contribution will match the City’s funds up to $125,000. The City shall provide $62,500 on or before October 31, 2020. An additional $62,500 will be provided on or before April 30, 2021. The funds will be provided to the Chamber ahead of the matching goals with quarterly updates on fundraising progress. The Chamber shall contribute $62,500 of private funds between October 1, 2020 and March 31, 2021, and an additional $62,500 between April 1, 2021 and September 30, 2021, matching the City’s funds. The balance of any unused City funds shall be returned to the City at the end of the City’s fiscal year on September 30, 2021, or may be applied to other economic development projects or reserved for future use by the Chamber upon written approval of the City Manager. If at any time during the Agreement term, the Chamber declares that it will not be able to raise $125,000, or the need arises for additional funds as determined by both the City and the Chamber, a request may be submitted to the City for consideration. Any funds provided by the City pursuant to this Agreement shall be retained in an account separate and segregated from the Chamber’s general operating fund and shall only be used for the purpose provided for in this Agreement. The Chamber and the Office shall keep current and accurate records of all funds received and expended, as well as deliverables and metrics specified herein, which shall be subject to inspection and audit by the City at all reasonable times. All such records shall be subject to the Texas Public Information Act, Tex. Gov’t Code Ch. 552. D. Use of City Funds and Scope of Work. As a condition of the receipt of City funds, the Chamber hereby agrees to use and expend all funds pursuant to: 1. All applicable federal, state, and local laws; 2. The Chamber’s proposed budget for the Office attached hereto and incorporated by reference as Exhibit A; and 158 Draft 08/13/2020 2 3. The agreed upon scope of work as outlined in the 2020-2021 Chamber Office of Economic Development Work Plan, attached hereto and incorporated by reference as Exhibit B. i. The parties agree that the attached 2020-2021 Work Plan is a planning tool, and the City and the Chamber reserve the right to revise the Work Plan with written consent of both parties. E. Reporting Requirements. The Chamber shall provide written reports to the City as follows: 1. A copy of the Chamber’s Profit and Loss Budget Performance Statement shall be provided to the City’s Director of Economic Development quarterly for the periods ending December 31, 2020; March 31, 2021; June 30, 2021; September 30, 2021; 2. A copy of the Chamber’s annual audited financial reports within 6 months of the end of the Chamber’s fiscal year shall be provided to the City’s Director of Economic Development; 3. A copy of the Chamber’s most recent annual Form 990 shall be provided to the City’s Director of Economic Development; 4. Quarterly reporting on the private funds raised in accordance with this Agreement. 5. Meetings, reports, and presentations shall be provided and held in accordance with FY 2020-21 Economic Development Work Plan. F. Independent Status of Office. The Office shall be under the direct supervision and control of the Chamber and all personnel of the Office shall be considered employees or agents of the Chamber and not of the City. The Chamber shall be responsible for the processing of all benefits or payment liabilities of such employees or agents, including the withholding or payment of personal income or social security taxes, as provided by applicable law, and the payment of worker’s compensation premiums. G. Insurance. The Chamber shall maintain policies of insurance for the duration of the Agreement, as outlined in Attachment A, to protect against liability arising from the operation of the Office. The Chamber must provide a copy of the Certificate of Insurance showing the City added as an insured within a reasonable time of execution of this Agreement and each time there is a change in coverage or carrier, a copy must be provided to the City of Denton’s Director of Economic Development. H. INDEMNITY. THE CHAMBER AGREES TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE CITY, ITS ELECTED OFFICIALS, OFFICERS, AGENTS, EMPLOYEES, AND REPRESENTATIVES FROM ANY AND ALL CLAIMS, SUITS, OR LIABILITIES ARISING FROM OR RELATED TO ANY ACT OR OMISSION OF THE CHAMBER, ITS OFFICERS, DIRECTORS, OFFICIALS, EMPLOYEES, OR REPRESENTATIVES IN THE PERFORMANCE OF THIS AGREEMENT. THIS INCLUDES PROPERTY DAMAGE, PERSONAL INJURY OR DEATH AND ALSO COVERS COSTS OF SUIT AND ATTORNEYS FEES. I. Term of Agreement. This Agreement shall be effective from October 1, 2020, through September 30, 2021. This Agreement may be extended for one additional one-year term with written consent and authorization of both parties. 159 Draft 08/13/2020 3 J. Termination. Either party may terminate this Agreement by giving written notice to the other party thirty (30) days in advance of the termination date, in which case any unexpended funds provided by the City shall be returned to the City within fifteen (15) days from the date the written notice is mailed to the Chamber. If the Chamber fails to meet the deliverables or metrics required under this Agreement, and it results in termination of the Agreement by the City, then the Chamber will not be eligible for any future funding from the City for a one (1) year period. K. Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes any previous agreements, oral or written. This Agreement may only be modified by the subsequent mutual written agreement executed by the City and the Chamber. L. Waiver. Any waiver by the City of any provision or condition of this Agreement shall not be construed to be a waiver of any other provisions or conditions of this Agreement. M. Governing Law. This Agreement shall be governed by the laws of the State of Texas. The City expressly does not waive any defenses to any claims of any sort by virtue of this Agreement, including its Sovereign Immunity, and states that this is an economic incentive only and not subject to the provisions of Chapter 271 Tex. Loc. Gov’t Code, Subchapter I. N. Severability. Should any provision of this Agreement be adjudged illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall not affect the legality, validity of enforceability of the Agreement as a whole or any sections, subsections, sentences, or clauses herein. [signature page follows] 160 Draft 08/13/2020 4 EXECUTED this the _______________ day of ________________, 2020. CITY OF DENTON ______________________________ CHRIS WATTS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY: _________________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED As to financial and operational Obligations and business terms. ____________________________ Signature ____________________________ Title ____________________________ Department Date Signed:__________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: ___________________________________ 161 Draft 08/13/2020 5 DENTON CHAMBER OF COMMERCE By:______________________________ Its: ______________________________ 162 Draft 08/13/2020 6 Attachment A INSURANCE REQUIREMENTS STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Chamber, the Chamber shall provide and maintain until the agreement has been terminated, the minimum insurance coverage as indicated hereinafter. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted:  Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better.  Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the Chamber shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.  Liability policies shall be endorsed to provide the following: 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 of liability. 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 described on the certificate be cancelled or materially changed before the expiration date.  Should any of the required insurance be provided under a claims made form, Chamber shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered.  Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to 163 Draft 08/13/2020 7 be included in the general annual aggregate limit, the Chamber shall either double the occurrence limits or obtain Owners and Chambers Protective Liability Insurance.  Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Chamber. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:  Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage.  Coverage B shall include personal injury.  Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least:  Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures.  Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Chamber shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic 164 Draft 08/13/2020 8 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. 165 Draft 08/13/2020 9 EXHIBIT “A” Chamber Office of Economic Development FY 20-21 Budget 2020-2021 Chamber Economic Development Budget YEAR ONE Notes Income City of Denton 125,000 Denton Chamber of Commerce 125,000 Total Income 250,000 Expenditures Salaries 130,000 FT - V-P, PT - AA Auto Allowance 6,000 $500/month Payroll Taxes 9,950 FICA, Medicare @ .0765% of salary Medical, Dental, Life, & Disability Insurance 7,500 Based on $625/month for FT employee Worker's Comp Insurance 500 Estimate Retirement 3,300 FT employee only Accounting & Audit 4,500 Based on $250/month for accounting. Prorated cost for audit Occupancy Expenses 24,000 ED Rent, Utilities, Copy Machine, Phone, Overhead SBDC 10,000 Rent and Prorated Expenses Website 5,000 $3,000 Maintenance agreement, & hosting. $2,000 contract work Computer/Technical Services 6,000 EON and other services Travel & Professional Development 10,000 TEDC and one Team Texas Event Memberships/Events 5,000 Team Texas, TEDC, IEDC, DFW Marketing Team, Bisnow, DFW Business Journal Ad Placement 5,250 DFW Industrial Guide, Texas Industrial Guide Marketing Materials/Activities/Digital Marketing 6,000 Basic sales materials Client Site Visits 1,000 Estimate Postage & Express Delivery 750 Estimate Office Supplies/Copies/Equipment 7,500 Office supplies and one new computer Miscellaneous Expense 2,500 Unforeseen opportunity ED Investor Relations & Fundraising 5,250 2 investor events Total Expenditures 250,000 166 Draft 08/13/2020 10 EXHIBIT “B” 2020-2021 ECONOMIC DEVELOPMENT WORK PLAN Denton Economic Development Partnership Responsibility Overview DRAFT City Primary Chamber Primary Incentive Negotiation, Policy, and Administration Development Districts Fiscal & Economic Impact Analysis Labor and Data Analytics Business Community Engagement in City Initiatives Relationship Building with Developers, Brokers, Local Industry, and Business Business Recruitment and Attraction Business to Business Networking Private Investor Relations Small Business Development Center Joint – City Led Joint – Chamber Led Business Retention and Expansion Technical and Advisory Support Marketing Business Training and Education Cooperative Efforts Strategic Plan Implementation Workforce and Talent Development Community Engagement Small Business Support and Entrepreneurship Regional Coordination and Partnerships 167 Draft 08/13/2020 11 Chamber Office of Economic Development Work Plan for FY 20-21 DRAFT Focus Area: Relationship building with developers, brokers, local industry and business Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2A. Connected Denton Strategy 2A.2 Attract New Investment Strategic Plan Identified Tasks 2A.2.1 Cultivate relationships with real estate brokers and site selectors. 2A.2.2 Create a centralized lead tracking system for Denton 2A.2.3 Engage with regional economic development organizations, industry groups, and professional networks in the DFW Metroplex 2A.2 FY 20-21 Work Plan Items:  City and Chamber co-host annual developer and builders forum.  Develop materials (brochures, fliers, data sets, etc.) specific to developers, including commercial, industrial, and mixed-use developers.  Hold meetings with DFW developers to discuss potential sites in Denton.  Seek out developers in DFW that are already working on desirable projects (e.g. high density urban development, spec office space, creative infill development).  Track interactions with developers in shared systems and report on interactions.  Purchase of and transition to a new shared CRM system (City-supported) in which all leads should be documented and tracked in one shared system that is fully accessible to both entities.  Process documentation and SOP development for management of leads based on developer interactions.  Participation in groups such as: Team Texas, DFW Marketing Team, Dallas Regional Chamber, Fort Worth Chamber, etc. Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2A. Connected Denton Strategy 2A.3 Westpark Industrial Park Strategic Plan Identified Task 2A.3.2 Continue to track vacant properties and parcels, partnering with brokers and developers on new developments or redevelopments to increase the usefulness and value of these properties. 2A.3 FY 20-21 Work Plan Items  Work with brokers to ensure brochures and marketing information are up to date and professional.  Meet with spec space property managers at least once per year to discuss marketing and potential tenant goals.  Maintain and update database of existing properties.  Promote and market existing sites to developers during interactions.  Create prospectuses on existing sites in coordination with brokers and owners to promote desirable development of sites.  Create utility profiles and infrastructure supported for existing sites. 168 Draft 08/13/2020 12  Begin discussions of locations for prime future development and document challenges/opportunities. Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2D. Competitive Denton Strategy 2D.3 Professional Office Space Strategic Plan Identified Task 2D.3.1 Promote the development of Class A buildings for office space and creative redevelopment of existing structures to attract professional services and tech-oriented companies. 2D.3.3 Strengthen relationships with the regional real estate and brokerage community by hosting quarterly or annual meetings with DFW real estate professional and trade associations. 2D.3 FY 20-21 Work Plan Items  City and Chamber co-host annual developer and builders forum (also 2A.2).  Participate with regional broker/developer events, associations, and forums.  Research Class A office building development and begin planning for future development.  Work with local developers and other associations to understand needs to support and develop office space.  Schedule meetings with current office space property owners/managers to understand needs of tenants.  Work with City to develop research for office space development needs.  Prepare prospectuses for developers if sites are identified (possible future task). Documenting Success in this Focus Area:  Development of tracking metrics, output measures.  Report on progress at monthly Economic Development Work Group meetings.  Develop of SOPs for specific processes.  Work with City to implement new CRM and tracking system.  Provide data and information in quarterly report to include metrics and narrative. 169 Draft 08/13/2020 13 Focus Area: Marketing Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2B. Creative Denton Strategy 2B.6 Promoting Denton’s Creative Brand Strategic Plan Identified Task 2B.6.1 Aggressively use the City’s (and Chamber’s) social media channels to publicize successes. 2B.6 FY 20-21 Work Plan Items  Develop a social media marketing plan and implement it.  Reach out to existing businesses to capture and promote success stories.  Create a shared social media calendar and track metrics.  Explore ways to share stories on website and drive traffic from site selectors and prospects. Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2C. Sustainable Denton Strategy 2C.4 Green Marketing Strategic Plan Identified Task 2C.4.1 Incorporate Denton’s Green Business Program in economic development digital marketing. 2C.4.2 Revise digital marketing materials to include a greater focus on Denton’s sustainable goals and 100 percent renewable energy resources. 2C.4 FY 20-21 Work Plan Items  Schedule meetings with City’s Sustainability department to learn about Green Business Program and how it can be promoted to businesses.  Have Green Business Program information to distribute during any outreach events.  Capture data on sustainability initiatives and best practices from business.  Actively promote stories about sustainability and environmentally friendly businesses on social media .  Include sustainability efforts in all marketing materials.  Work with DME on how to best promote 100% renewable community and develop a targeted businesses list based on electric profiles. Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2D. Competitive Denton Strategy 2D.5 Digital Marketing Strategic Plan Identified Tasks 2D.5.1 Refresh the Denton EDP website so that it serves as the City’s primary online portal for economic development prospects, site location consultants, commercial real estate brokers, and other business decision-makers. 2D.5.2 Establish a digital marketing campaign to highlight Denton’s economic development advantages and success stories. Develop baseline digital marketing tools and engage in regular digital marketing activities. 2D.5.3 Collaborate with the Denton Chamber of Commerce to create digital materials aimed at commercial real estate brokers, describing the attractive environment for business relocation. 170 Draft 08/13/2020 14 2D.5 FY 20-21 Work Plan Items  Schedule quarterly social media/website/digital marketing campaign meetings to updated work teams on successes and plans and to check in on metrics.  Work with City to develop and implement a digital marketing campaign that aligns with the goals of the adopted strategic plan.  Schedule digital ad buys in publications or platforms that are most likely to reach site selectors or prospects in targeted areas.  Create site specific information in coordination with brokers that is likely to attract desirable prospects. Documenting Success in this Focus Area  Development of tracking metrics, output measures.  Regularly report on marketing activities at Economic Development work group meetings and in quarterly reports.  Deliver and implement marketing and social media plans. 171 Draft 08/13/2020 15 Focus Area: Business Recruitment & Attraction Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2A. Connected Denton Strategy 2A.2 Attract New Investment Strategic Plan Identified Tasks 2A.2.1 Cultivate relationships with real estate brokers and site selectors. 2A.2.2 Create a centralized lead tracking system for Denton 2A.2.3 Engage with regional economic development organizations, industry groups, and professional networks in the DFW Metroplex 2A.2 FY 20-21 Work Plan Items  Development of materials specific to developers, including commercial, industrial, and mixed use developers.  Arrange meetings with DFW developers to discuss potential sites in Denton.  Seek out developers working in DFW that are already working on desirable projects (high density urban development, spec office space, creative infill development).  Track interactions with developers in shared systems and report on interactions.  Purchase of and transition to a new shared CRM system (City-supported) in which all leads should be documented and tracked in one shared system that is fully accessible to both entities.  Process documentation and SOP development for management of leads based on developer interactions.  Participation in groups such as Team Texas, DFW Marketing Team, Dallas Regional Chamber, Fort Worth Chamber, etc.  Develop targeted broker list for potential developments in Denton.  Respond to all RFIs received from various sources on projects that meet strategic need of Denton and include developments that are attractive and desirable for community. Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2A. Connected Denton Strategy 2A.3 Westpark Industrial Park Strategic Plan Identified Task 2A.3.2. Continue to track vacant properties and parcels, partnering with brokers and developers on new developments or redevelopments to increase the usefulness and value of these properties. 2A.3 FY 20-21 Work Plan Items  Create/implement tracking system to monitor available land in Wespartk area.  Create tracking system to monitor jobs and investments generated in Westpark area.  Work with City departments to develop plans to improve infrastructure in TIRZ based on feedback from developers.  Create marketing materials for land available in Westpark area and distribute through known brokers.  Respond to RFIs received with updated marketing materials.  Track all leads and RFIs responded to, including industry type, potential investment, number of jobs, source, and consistently update status in tracking system. 172 Draft 08/13/2020 16  Hold monthly recruitment meetings to review received leads/submitted projects and discuss opportunities, challenges, and how to improve responses.  Attend site selection events or forums in DFW area.  Stay up to date and report on market trends; provide regular updates on market trends in the monthly meetings. Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2A. Connected Denton Strategy 2A.4 Center of Excellence Strategic Plan Identified Tasks 2A.4.1 Leverage over $2.8 billion in planned projects from TxDOT in Denton to increase connectivity between Denton and surrounding DFW communities. 2A.4.2. Explore the feasibility of a partnership between the businesses located in the Westpark Industrial Park, NCTC, UNT Center for Logistics & Supply Chain Management, and the City. 2A.4 FY 20-21 Work Plan Items  Schedule meetings between City, Chamber, NCTC, UNT, and others to begin discussions on creation of Center of Excellence for Logistics and Supply Chain Management.  Document progress and complete any required research. Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2B. Creative Denton Strategy 2B.5. Recruit Growing Startups Strategic Plan Identified Task 2B.5.2. Target successful startups in business incubators/accelerators that are on the cusp of outgrowing their existing spaces and are positioned for expansion/relocation to Denton 2B.5 FY 20-21 Work Plan Items  Participate in Denton Innovation Group meetings to discuss specific needs and companies that might be good targets.  Work cooperatively with City to develop plans, strategies, and materials.  In coordination with City, develop tracking system for tech-specific development.  Coordinate with Stoke regarding tech start up resources that would be valuable to startup attractions. Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2C. Sustainable Denton Strategy 2C.2 Target Environmentally Conscious Businesses Strategic Plan Identified Task 2C.2.1 Identify businesses that are high electricity users, such as data centers. 2C.2 FY 20-21 Work Plan Items  Work with DME and City to identify businesses that would be prime targets as high electricity users or companies with high interest in locations using 100% renewable energy.  Develop marketing packets specific for electric-prospects.  Fully understand and market the DME economic growth rider (EGR), and track successes of use.  Learn from companies that have used the EGR or have positive experiences with DME and integrate information into marketing plan. Relationship to Strategic Plan Goal 2. Foster Growth Strategic Growth Area 2D. Competitive Denton 173 Draft 08/13/2020 17 Strategy 2D.3 Professional Office Space Strategic Plan Identified Tasks 2D.3.1 Promote the development of Class A buildings for office space and creative redevelopment of existing structures to attract professional services and tech-oriented companies. 2D.3.3. Strengthen relationships with the regional real estate development and brokerage community by hosting quarterly or annual meetings with DFW real estate professional and trade associations. 2D.3 FY 20-21 Work Plan Items  City and Chamber co-host annual developer and builders forum (also 2A.2).  Participate with regional broker/developer events, associations, forums.  Research Class A office building development and begin planning for future development.  Work with local developers and other associations to understand needs to support and develop office space.  Schedule meetings with current office space property owners/managers to understand needs of tenants.  Work with City to develop research for office space development needs.  Prepare prospectus for developers if sites are identified (possible future task). Documenting Success in this Focus Area  Consistent documentation of leads, RFIs, and recruitment plan of work.  Development of clear goals to review and report on during Economic Development work group meetings.  Implementation of CRM system and preparation of SOPs.  Weekly standup meetings with City to game plan activities. 174 Draft 08/13/2020 18 Focus Area: Business to Business Networking Relationship to Strategic Plan Goal 2. Fostering Growth: 2B.1 Champion & Convene Goal 2. Fostering Growth: 2B.3 Ecosystem Builders Strategic Plan Identified Tasks 2B1.2 Support the expansion of networking channels and opportunities for relationship building among the region’s entrepreneurs, startups, and students. 2B.3.2 Partner with the Denton Innovation Group to define a vision for entrepreneurship in Denton, establish goals, and connect with DFW organizations. FY 20-21 Work Plan Items  Work collaboratively with City and other partner resources to develop and promote industry- specific networking events.  Work collaboratively with partners to develop and promote networking events connecting entrepreneurs to startup resources.  Launch Business Expo (B2B & B2C networking & business building event). Documenting Success in this Focus Area  Development of an industry-specific contact database accessible to all partners. 175 Draft 08/13/2020 19 Focus Area: Business Training and Education Relationship to Strategic Plan Goal 3. Strengthen Community Inclusion Strategy 3.1 Workforce Collaborative Strategic Plan Identified Tasks 3.1.3 Over the long term, identify two to three occupations and/or skills that are critical to Denton employers and develop pathways to support residents in moving into those roles. FY 20-21 Work Plan Items  Work collaboratively with City and other partner resources to develop and promote business training resources.  Compile training materials and actively promote training opportunities to business community.  Work with other business support organizations (Denton Black Chamber of Commerce, Denton Hispanic Chamber of Commerce, Denton Main Street Association, Center for Women Entrepreneurs, Stoke, Denton Public Library, SBA, SBDC, SCORE) to engage and promote training programs and available resources.  Maintain local SBDC office through Chamber and actively promote SBDC resources. Documenting Success in this Focus Area  Schedule quarterly workforce focused meetings to provide updates and report on activities in this area. 176 Draft 08/13/2020 20 Working Together The City and Chamber intend to schedule the following meetings and reports: 1. Weekly meetings between City Director of Economic Development and Chamber VP of Economic Development. 2. Monthly meetings of Economic Development Work Group to report on/discuss the following: Strategic Plan Implementation, Business Recruitment & Attraction, Business Retention & Expansion, Marketing, Business resources and training, Workforce & Talent Development, New initiatives and programs, and any other relevant matters. a. The Work Group shall consist of the City’s Director of Economic Development, the Chamber’s Vice President of Economic Development, the Chair or Vice Chair of the Economic Development Partnership Board, representatives of the City Manager’s Office, the Chamber President, representatives of the Chamber Board, and any other relevant City or Chamber staff members as needed to provide reports. 3. Quarterly reports delivered to EDPB, City Council, and Chamber Board of Directors. a. The City and Chamber will develop one consolidated report of economic development activities that includes information that is regularly reported to the Economic Development Work Group. 4. Semi-annual joint presentation to City Council. a. Presentations on progress will be scheduled for a mid-year report and an end-of-year report. 177 Economic Development Partnership FY 20-21 City/Chamber Agreement City Council Work Session August 18, 2020 1ID20-1185; Aug. 18, 2020 178 Economic Development Partnership •1986: First year of an economic development partnership agreement between the City and the Chamber. •City provided funds for the administration and operations of the Chamber’s Office of Economic Development: •In the past, this included: •Personnel costs •Prospect generation activities •Marketing activities •Small Business Development Center support •Significant efforts made in FY 2017-18, FY 2018-19, FY 2019-20 to improve agreement, clarify roles, and define responsibilities. 2ID20-1185; Aug. 18, 2020 179 Economic Development Strategic Plan •Throughout FY 2019-20, the City has engaged stakeholders in the development of a comprehensive economic development strategic planning process. •The strategic plan is the new guidepost from which strategies, goals, and work plans are developed for the economic development function. •The plan lays out strategies and goals for priority areas and key activities associated with those strategies. •Implementation rolled out over 5 years. 3ID20-1185; Aug. 18, 2020 180 Economic Development Strategic Plan “What the city needs now is a modern approach to economic development that is appropriate for a community of its size and is capable of leveraging public and private resources to capitalize on the opportunities that lie ahead.” 4ID20-1185; Aug. 18, 2020 Guiding Principles: •Core Resiliency •Future-Focused •Inclusive Growth •Entrepreneurial Spirit •Cultural Vitality Goals: •Accelerate Recovery •Fostering Growth •Strengthening Community Inclusion 181 FY 2020-21 Partnership Agreement •With new strategic plan nearing completion, the FY 20-21 agreement centered around aligning work with identified goals and strategies. •City and Chamber discussions focused on: •Resetting expectations, evaluating relationship, and developing a functional partnership with shared goals and objectives. •Increasing and improving communication between agencies in order to remove barriers to success. •Fostering a sense of trust, transparency, and openness. •Developing a shared understanding of the division of duties. 5ID20-1185; Aug. 18, 2020 182 Division of Responsibilities & Focus Areas City Primary Chamber Primary Incentive negotiation,policy, and administration Fiscal & economic impact analysis Labor and data analytics Development districts Business engagement in City initiatives Relationship building with developers, brokers, and local industry Business recruitment & attraction Business to business networking Private investor relations Small Business Development Center Joint –City Led Joint –Chamber Led Business retention & expansion Technical &advisory support Marketing Business training &education Cooperative Efforts Strategic Plan implementation Workforce & talent development Community engagement Small business & entrepreneurship Regional coordination and partnerships 6ID20-1185; Aug. 18, 2020 183 Work Plan 7 •Each focus area relates back to strategic plan goals, strategic growth areas, strategies, and tasks ID20-1185; Aug. 18, 2020 184 Defining Success 8 •Alignment •Both entities adopt, and focus efforts on, implementing strategic plan •Recognize that success requires collaboration •Engagement •Consistent engagement of business community in decisions and policies that impact them •Accountability •Stay focused in areas that each entity is responsible for •Regularly hold each other accountable for tasks, goals, strategies, and specific work plans •Maintain a set schedule of meetings, check-ins, and reporting (details on next slide) •Communication •Restore trust through open communication and regular and frequent interactions •Transparency through dialogue, commitment, defined roles, and recognition of all people, groups, resources involved in processes •Development •Stay focused on job creation, talent retention, streamlined development processes, and economic development efforts that benefit City and Chamber ID20-1185; Aug. 18, 2020 185 Documenting Success 9 •Commitment from both entities to change the “measuring stick” from a metric-based approach to an outcome-oriented approach •Metrics will still be tracked, but not required for compliance. •Focus on implementing the strategic plan. •Regular dialogues with focus on openness and collaboration: •Weekly standup meetings between Director of Economic Development & VP of Economic Development. •Monthly staff progress meetings with economic development work group (to include EDPB Chair, utility staff, City Management, Chamber President, etc.). •Integrated quarterly economic development reporting to EDPB, City Manager, City Council, and Chamber Board. •Semi-annual presentation of strategic plan implementation progress and economic development efforts to City Council. ID20-1185; Aug. 18, 2020 186 Proposed Agreement Terms 10 •Term: Oct. 1, 2020 to Sept. 30, 2021 •Includes option for one-year extension (Oct. 1, 2021 to Sept. 30, 2022). •Funding: Chamber private fundraising goal of $125,000 to match City contribution of $125,000. •City commits to working with Chamber if funding goal needs to be reviewed during Agreement term. •Work plan adopted as part of agreement. •Includes schedule of meetings and reports. ID20-1185; Aug. 18, 2020 187 Questions? 11ID20-1185; Aug. 18, 2020 188 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1523,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff direction regarding the General Fund preliminary FY 2020- 21 Proposed Budget, Tax Rate, Capital Improvement Program, and Five-Year Financial Forecast. City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™189 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance ACM/CFO: David Gaines DATE: August 18, 2020 ID20-1523 SUBJECT Receive a report, hold a discussion, and give staff direction regarding the General Fund preliminary FY 2020-21 Proposed Budget, Tax Rate, Capital Improvement Program, and Five-Year Financial Forecast. BACKGROUND The FY 2020-21 City Manager’s Proposed Budget was submitted to the City Council on August 6, 2020. Staff provided the City Council with a comprehensive overview of the proposed budget at a Budget Work Session on August 6, 2020. The purpose of this agenda item is to provide the City Council an additional opportunity for questions and dialogue on the proposed tax rate and Denton Energy Center (DEC). Below is the schedule we will follow to adopt the budget and tax rate: September 15, 2020 - Public Hearing on Tax Rate Public Hearing on Proposed Budget September 22, 2020 - City Council Adopts Budget, Tax Rate The presentation will be provided prior to the meeting. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Staff provided the City Council with a comprehensive overview of the proposed budget on August 6, 2020 and an additional work session on August 11, 2020. EXHIBITS 1. Agenda Information Sheet 2. Budget Follow-up Memo 3. DEC Presentation Respectfully submitted: Cassey Ogden Director of Finance Prepared by: Nick Vincent Assistant Director of Finance City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 190 MEMORANDUM DATE: August 18, 2020 TO: Honorable Mayor and Members of the City Council FROM: Cassandra Ogden, Director of Finance SUBJECT: City Council Budget Questions and Responses Information regarding the FY 2020-21 Preliminary Financial Forecast was presented to the City Council on April 21st and June 30th. The Proposed Budget was presented to the City Council on August 6th. Below is a summary of the most recent questions and requests, from the City Council as I understand them, and the responses compiled to date. 1. Please provide detail on planned and actual growth in the Downtown TIRZ district. In 2019, the City has engaged TXP, Inc., an economic analysis and public policy consulting firm to conduct a study of the Downtown TIRZ. TXP’s scope included reviewing the Downtown TIRZ’s original project and finance plan, including analyzing the historic data on the financial performance of the TIRZ, the catalytic projects that were discussed during the TIRZ development process, and possible future projects and the associated economic impacts of projects. The scope also included a review of the annual property tax revenues generated by the TIRZ. The study was delayed in March 2020 due to the ongoing COVID-19 pandemic, but was recently resumed and is moving into the final review and analysis phases. Staff intends to bring the study and relevant analysis to the Downtown TIRZ Board and City Council later this fall. 2. Please provide detail on sludge disposal at the City of Denton Landfill. Are we required to take the material? Pursuant to its state permit (MSW1590A), the City of Denton Landfill is permitted to take wastewater sludges, from the City of Denton and outside customers that meet disposal requirements. There is no regulatory requirement that the sludge must be accepted by our facility. While difficult to manage, the benefits of accepting sludge, outside of the revenue, include the ability to add moisture, which aids in maximizing waste compaction. Outside of landfill disposal, there are relatively few options to manage this material. The number of landfills accepting sludge in North Texas are few. Over the past two (2) fiscal years, the City of Denton has accepted an annual average of 7,556 tons of sludge, accounting for approximately $347,576 in revenue. In FY20/21, the City of Denton could anticipate the receipt of approximately 7,754 tons of sludge, generating an estimated $387,700 in revenue to the enterprise. Since landfill operations are a relatively fixed cost Finance Department * 215 E. McKinney * Denton, TX 76201 (940) 349-8224 * DFW Metro (972) 434-2259 * Fax (940) 349-7206 191 operations, the removal of this volume of waste would not result in a commiserate reduction in expenses and would need to be absorbed by the funds remaining rate payers. 3. Please provide detail on CARES Act Funding for Wi-Fi access in library parking lots? The City requested $18,531 in CARES Act funding for this purpose. The funding went to the Institute of Library and Museum Services, the federal agency that supports libraries and museums. Those funds were then distributed to state library entities. The Texas State Library and Archives Commission then took their funding allocation and divided it to be available for two types of grants: high speed internet access or COVID related projects focused on internet/technology access and services to help job seekers. The City applied for parking lot wi-fi and hotspots, however, the City was not awarded the grant. Staff plans to re-apply for the second round in the near future. 4. Please provide detail on the amount of outstanding debt for the Airport. Currently, the Airport has $7,601,838 in outstanding debt. Based on the current payment schedule the debt will be paid off in 2038. 192 1 FY 2020-21 Budget Presentation Electric Denton Energy Center Proforma Discussion ID 20-1523 193 2 Sources of Value Not Reported in DEC Proforma •Avoided Renewable Energy Purchases –without the DEC, DME would have to purchase 70% to 80% more renewable energy to achieve 100% renewable energy supply per the Denton Renewable Resource Plan •800 –900 MW of renewable capacity to serve peak load of 375 MW •Current contracted capacity = 460 MW •With the DEC total supply = 685 MW •$18 to $20 million in incremental annual energy purchases vs. $9 to $20 million in 2016 proforma •Day Ahead to Real Time Savings -$3.3 million actual vs. $2.3 million forecasted in 2016 194 3 DENTON ENERGY CENTER PROFORMA 2018-19 2019-20 2019-20 2020-21 2021-22 2022-23 2023-24 ACTUAL BUDGET ESTIMATE PROPOSED PROJECTED PROJECTED PROJECTED DEC REVENUE $37,482,022 $25,073,394 $25,073,394 $24,545,418 $21,024,916 $16,788,653 $14,291,590 EXPENDITURE SUMMARY Energy Expense $6,954,969 $12,475,775 $11,000,000 $10,346,819 $9,634,260 $8,357,820 $7,274,907 Personal Services 1,672,131 2,222,681 $1,800,000 1,790,473 1,844,187 1,899,513 1,956,498 Materials & Supplies 160,109 440,503 388,701 1,717,383 1,606,598 1,429,753 1,208,952 Maintenance & Repair 109,388 560,109 560,109 558,765 575,528 592,794 610,578 Insurance 487,272 501,079 1,081,597 1,114,045 1,147,466 1,181,890 1,217,347 Miscellaneous 539 1,984 1,211 - - - - Operations 212,170 480,000 375,908 333,252 343,250 353,547 364,153 Debt Service - Principal 5,972,399 7,474,166 7,474,166 7,854,729 8,257,354 8,683,616 9,129,576 Debt Service - Interest 7,576,989 9,804,032 9,804,032 9,430,324 9,037,587 8,624,720 8,190,539 Transfer to Vehicle Replacement - 39,205 39,205 26,671 26,671 26,671 26,671 Transfer to Capital Projects 120,000 15,000 15,000 15,000 15,000 15,000 15,000 Transfer to Tech Services - 12,347 12,347 214,898 219,196 223,580 228,051 DEC EXPENDITURES $23,265,966 $34,026,881 $32,552,276 $33,402,359 $32,707,097 $31,388,904 $30,222,273 Non Debt Expenses 9,716,578 16,748,683 15,274,078 16,117,306 15,412,156 14,080,568 12,902,157 DEC NET INCOME $14,216,056 ($8,953,487)($7,478,882)($8,856,941)($11,682,181)($14,600,251)($15,930,683) Additonal Sources of Value DA-RT Spread 3,300,000 3,300,000 3,300,000 3,300,000 3,300,000 3,300,000 3,300,000 Avoided Renewable Energy Purchases 9,030,472 9,598,704 8,919,011 11,579,168 18,000,000 18,000,000 18,000,000 ADJUSTED NET INCOME $26,979,888 $4,868,598 $4,740,129 $7,320,160 $11,301,540 $8,780,831 $7,859,683 195 4 DEC Proforma Shutdown Scenario (debt only) DENTON ENERGY CENTER PROFORMA Shut Down of Facility 2018-19 2019-20 2019-20 2020-21 2021-22 2022-23 2023-24 ACTUAL BUDGET ESTIMATE PROPOSED PROJECTED PROJECTED PROJECTED Debt Service - Principal 5,972,399 7,474,166 7,474,166 7,854,729 8,257,354 8,683,616 9,129,576 Debt Service - Interest 7,576,989 9,804,032 9,804,032 9,430,324 9,037,587 8,624,720 8,190,539 DEC EXPENDITURES $13,549,388 $17,278,198 $17,278,198 $17,285,053 $17,294,941 $17,308,336 $17,320,115 DEC NET INCOME ($13,549,388)($17,278,198)($17,278,198)($17,285,053)($17,294,941)($17,308,336)($17,320,115) Additional Renewable Energy Purchases (9,030,472) (9,598,704) (8,919,011) (11,579,168) (18,000,000) (18,000,003) (18,000,007) Lost DEC Energy Gross Margin (27,765,444) (8,324,711) (9,799,316) (8,428,112) (5,612,760) (2,708,085) (1,389,433) ADJUSTED NET INCOME ($22,579,860)($26,876,902)($26,197,209)($28,864,221)($35,294,941)($35,308,339)($35,320,122) ADJUSTED NET INCOME WITH DEC $26,979,888 $4,868,598 $4,740,129 $7,320,160 $11,301,540 $8,780,831 $7,859,683 INCREMENTAL COST W/O DEC $49,559,748 $31,745,500 $30,937,338 $36,184,381 $46,596,481 $44,089,171 $43,179,805 Percent Increase in Energy Cost Adjustment 86%58%57%65%82%74%69% Average home monthly increase (1250 kwh/mo)37.04$ 24.99$ 24.35$ 27.85$ 35.09$ 31.51$ 29.43$ Annual Increase cost per resident/year $ 444.51 $ 299.88 $ 292.24 $ 334.25 $ 421.12 $ 378.16 $ 353.15 196 55 Summer 2019 and 2020 Performance Without the DEC •July and August 2019 •Purchase 200 MW of 7x16 Hedge •Use renewable contracts for load service •Sell surplus hedge into real-time market •Buy short position from real-time market •Purchase Power Costs -$ 29.4 million •DEC Savings = $18.3 million •July and August 2020 (through 8/13) •Purchase 200 MW of 7x16 Hedge •Use renewable contracts for load service •Sell surplus hedge into real-time market •Buy short position from real-time market •Purchase Power Costs -$18.2 million •DEC Savings = $12.4 million With the DEC •July and August 2019 •Mild Temps until Mid-August •Price Spikes Mid to Late August •Record Electrical Demand in ERCOT •Denton peak demand less than 2017 •Purchase Power Costs -$11.1 million •July and August 2020 (through 8/13) •Mild Temps •No price spikes •Record Electric Demand in ERCOT •Denton peak of 355 MW vs all time high of 372 MW •Purchase Power Costs -$5.8 million 197 6 Questions? 198 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1536,Version:1 AGENDA CAPTION Receive a report,hold a discussion,and give staff direction regarding potential revisions to the approved pilot/temporary Parklet and Streatery program within the Mixed Use Downtown Core (MD) zoning district. City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™199 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM: Todd Hileman DATE: August 18, 2020 SUBJECT Receive a report, hold a discussion, and give staff direction regarding potential revisions to the approved pilot/temporary Parklet and Streatery program within the Mixed Use Downtown Core (MD) zoning district. BACKGROUND On July 28, Council Member Briggs made a one-minute pitch for a work session to discuss revisiting the six-month Pilot Parklet and Streatery License Program (the “Pilot Program”) for certain areas of the City in response to the capacity limitations resulting from COVID-19. On June 30, staff presented the components and processes for the Pilot Program to City Council and an Ordinance was approved to enact the program. CONSIDERATION At the July 28 City Council Work Session, staff received direction to move forward with looking at ways to potentially revise the program. The following elements will be reviewed: 1. Design  Limiting design restrictions. 2. Length of Program  Potentially coincide with Disaster Declaration Order timeline. 3. Location  MD District and potential for branching outward. 4. Materials  Options for various City-provided safety barriers offering different levels of protection. 5. Block Limitations  Could allow for fewer restrictions on number per block with certain met safety standards. 6. Permitting and Fees  Fees would still need to be incorporated into application and licensure. 7. Safety  Additional policy discussions would be necessary. Legal, Liability and Enforcement Legally, fees will still be required because it is otherwise considered an unconstitutional gift of City resources. City Council will need to discuss any potential minimum standards for safety as a matter of policy. There is potential for injury no matter the location of any extension of outdoor commerce capabilities into a right-of-way or street due to the high volume vehicular traffic in the MD District and the average City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 200 speeds at which vehicles travel. An enforcement component will likely arise as businesses look to the City to enforce possession of the areas through trespass. Costs Potential City-borne costs for materials:  Basic barriers: City has stockpile on hand, but may need to procure additional pieces dependent upon approved revisions to the Pilot Program.  Enhanced barriers: The price per linear foot of water-filled barriers is $50/foot. The City may be able to receive discounts based on volume and/or leasing the materials.  Premium barriers: The price per linear foot of decorative concrete barriers is $125/foot. The City may be able to receive discounts based on volume and/or leasing the materials. Individual business costs:  Permit costs will be incorporated into any revised License Agreement.  A license fee for a Streatery in particular will also be incorporated within any revised License Agreement, which may include the recoup of some City-purchased materials costs.  For Streateries that already carry licenses to serve alcohol from the TABC will be required to apply and remit a fee for a temporary change in their license per their updated form. RECOMMENDATION Staff seeks further direction from Council on the potential to revise the Pilot Program components listed in the above paragraphs, including, but not limited to the inclusion of the Pilot Program’s timeline within the provisions of the Disaster Declaration Order and any necessary revisions to a revised manual, License Agreement, and Ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action June 2, 2002 City Council Work Session on establishing Parklets Scheduled for June 23, 2020 June 23, 2020 City Council Work Session Received direction and bring forward ordinance for consideration on June 30, 2020 June 30, 2020 City Council Work Session and Individual Consideration Discussed components and approved Ordinance enacting the Pilot Program July 28, 2020 City Council Request for future Work Session on revising Pilot Program Work session scheduled for August 18, 2020 EXHIBITS 1. Agenda Information Sheet 2. Presentation 3. July 28 Presentation – ID 20-848 Respectfully submitted: Rachel Balthrop Mendoza Assistant to the City Manager 201 Da Parklet & Streatery Program Follow-Up 1 City Council August 18, 2020 1 202 PURPOSE OF TODAY’S WORK SESSION City Council Request –July 28, 2020 Parklet & Streatery Program Follow-Up Discussion Review current Program components Discuss need for new/varied policy Discuss safety and liability issues and concerns Discuss potential costs incurred Discuss next steps 08/18/2020 Parklet & Streatery 2 203 PREVIOUS COUNCIL DIRECTION Parklet & Streatery08/18/2020 PARKLET/STREATERY PILOT PROGRAM Duration 6 Months Location MD District •except Elm, Hickory, Locust, and Oak Streets Max 2 Per Block Amplified Music Not Permitted Smoking Not Permitted Alcohol Streatery only 3 Fees Permit $50 Streatery License $50 Furniture Tables/Chairs, Umbrellas or other Shade Structures 204 CURRENT PILOT & NEW REQUEST 06/23/2020 Parklet & Streatery 4 Program Element Pilot Program New Request Design Created guidelines for Streatery/Parklet designs Limits design restrictions Length of Program Temporary/Pilot Program –6 months Would coincide with Disaster Declaration Order timeline Location Excludes Elm, Hickory, Locust, and Oak Could include entirety of the MD District and potential for branching outward Materials All materials and subsequent construction provided and completed by business(es) Potential for City-provided barriers Parking Impacts Encourages parking away from core Elimination of parking spaces Block Limitations Limit of 2 per block Could allow for fewer restrictions on number per block with certain met safety standards Traffic Creates additional buffer between vehicles on road and pedestrians on sidewalk Creates additional buffer between vehicles on road and pedestrians on sidewalk; “enhanced” & “premium” safety barriers may require lane narrowing Permitting & Fees Fees incorporated into application and licensure Fees incorporated into application and licensure Safety Safety measures provided in manual,application, and license agreement Additional policy discussions would be necessary 205 APPLICATION AND PROCESS 08/18/2020 Parklet & Streatery 5 Pilot Program Other Programs A map, survey, drawing, aerial photograph, site plan or similar information showing the footprint/outline of the proposed parklet, including dimensions of parklet, property lines, existing sidewalk width, existing parking stalls/alignment and all existing sidewalk furniture and obstructions; e.g. fire hydrants, utility poles, street trees, etc. A description of type(s) of elements proposed to be placed in the parklet; e.g. tables, chairs, benches, planters/landscaping, bicycle parking, etc. A detailed description of safety elements that will be installed adjacent to travel lanes and open parking spaces. Support from adjacent businesses. License and Maintenance Agreement, approved by the City Manager. Proof of Insurance as required Notification of surrounding business(es) Community Support (recommended) 206 Safety Basics •Speed limit: maximum 30 mph •Barrier in front of parklet/streatery Accessibility •ADA compliance (5’ turnaround) •Fire Department access maintained Speed and Traffic Circulation •Average speeds on Bell, Locust, and Elm are 29-30 mph •TxDOT needs to be involved in discussions with any speed limit changes on Elm & Locust and may require permit Materials •Outdoor furniture only •Umbrellas, canopies, tents, tables, and chairs SAFETY 08/18/2020 Parklet & Streatery 6 207 BARRIERS 08/18/2020 Parklet & Streatery 7 Basic Enhanced Premium Least expensive Low protection City has small stockpile $50/linear foot TxDOT minimum standard for protection City may purchase or potentially lease $125/linear foot Maximum portable protection City may purchase or potentially lease 208 LEGAL, LIABILITY, and ENFORCEMENT 08/18/2020 Parklet & Streatery LEGAL •Fees will be necessary because it is otherwise considered an unconstitutional gift of City resources. LIABILITY •Minimum standard for safety is a policy discussion. •Potential for injury. ENFORCEMENT •Enforcement aspect would be public trespass. •Businesses will likely look to City to enforce possession through trespass 8 209 Potential City Materials Costs •$50/foot for water-filled •$125/foot for decorative concrete •For hypothetical 535-foot area shown, $26,750 for water filled and $66,875 for concrete (lease costs could be less) Permit Costs •Incorporated within License Agreement Streatery License Fee •Incorporated within License Agreement, may include recoup of some City materials costs TABC Temporary License Change •Approximately $250 COSTS Parklet & Streatery08/18/2020 9 210 NEXT STEPS Parklet & Streatery08/18/2020 10 Policy Direction Draft Revised Manual, License and Maintenance Agreement & Ordinance Potentially Consider Ordinance with Disaster Declaration Order 211 City Council Pending Requests for Information City Council Meeting July 28, 2020 212 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: 20-847 2July 21, 2020 213 Item 1 •A work session revisiting certain provisions of the pilot program for the Parklet/Streateries in the Mixed Use Downtown Core zoning district. •Requestor: Council Member Briggs •Council Member Request:This is a request for a work session discussing “We passed the parklet, streatery pilot. After visiting other states seeing every downtown was thriving using a similar system, our solution seems to be more expensive and more complicated to solve our current issue. With businesses closing rapidly this has been a tool to help expand indoors out for those not willing to eat or shop inside. We have to do something. Allowing bump outs and temporary use of outdoors as commerce area can coincide with our local order. Some are simply blocked off with City barriers while others are more fancy.” The following links are also included to provide more context and information: •https://www.durangogov.org/DocumentCenter/View/6187/FINAL_bistro_flyer?bidId= •https://www.durangogov.org/1364/Bump-outs-for-Businesses •https://www.durangogov.org/DocumentCenter/View/17490/Order-2020-09---Temporary-use-of-City-rights-of-way-for-outdoor-commerce-PDF?bidId= •Staff Information: On June 23, staff presented a work session on establishing a pilot/temporary Parklet and Streatery program within some portions of the Mixed Use Downtown Core zoning district. Direction received from Council included the temporary enactment of the program for 6 months in duration, having a maximum of 2 streateries or parklets per block (except on Locust, Elm, Hickory, and Oak), and a fee structure of permits and licenses. •Requested Format for Response: Work Session 3Legistar ID: 20-848 July 28, 2020 214 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1534,Version:1 AGENDA CAPTION Deliberations regarding Real Property -Under Texas Government Code Section 551.072;Consultation with Attorneys - Under Texas Government Code Section 551.071. Discuss,deliberate,and receive information from staff and provide staff with direction pertaining to the acquisition of real property interests located in the Alexander Hill Survey,Abstract No.623,Denton County, Texas,generally located in the 800 block of Eagle Drive,a 1.656 acre tract situated at the southeast corner of the Bernard Street /Eagle Drive intersection,City of Denton,Texas.Consultation with the City’s attorneys regarding legal issues associated with the acquisition or condemnation of the real property described above where a public discussion of these legal matters would conflict with the duty of the City’s attorneys to the City of Denton and the Denton City Council under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas,or would jeopardize the City’s legal position in any administrative proceeding or potential litigation. (Eagle Electric Substation) City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™215 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1636,Version:1 AGENDA CAPTION Deliberations regarding Real Property - Under Texas Government Code Section 551.072. Receive information from staff, discuss, deliberate, and provide staff with direction pertaining to terms and conditions of a potential lease of City-owned property in the BBB & CRR Survey, Abstract No. 185, Denton County, Texas, and located generally south of Parkway Street, between Bolivar Street and North Elm Street, City of Denton, Texas. City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™216 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1563,Version:1 AGENDA CAPTION Queen Janata Montgomery regarding painting Black Lives Matter and the fallen names on the street's on the Square. City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™217 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1187,Version:1 AGENDA CAPTION Consider approval of the minutes of August 4 and August 6, 2020. City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™218 CITY OF DENTON CITY COUNCIL MINUTES August 4, 2020 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Closed Meeting on Tuesday, August 4, 2020, at 1:01 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas, consistent with Chapter 551 of the Texas Government Code, as amended, or as otherwise allowed by law, as indicated below. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Prior to commencing the Closed Meeting, Mayor Watts stressed the importance of confidentiality on the issues to be discussed under the Closed Meeting and advised all Council Members present that if they could not adhere to the need for confidentiality, they should not participate in the Closed Meeting. All Members participated in the deliberation all items in the Closed Meeting agenda. 1.A. ID 20-1486 Consultation with Attorneys- Under Texas Government Code Section 551.071. Consultation, discussion, deliberation, and receipt of information from the City’s attorneys involving legal matters relating to the annexation or extension/renewal of non-annexation agreements for eligible properties, and to provide the City’s attorneys with direction, where a public discussion of these legal matters would clearly 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. DELIBERATED The item related, in small part, to Work Session Item 3.B (ID 20-1509) to be deliberated at the Work Session to follow. The Closed Meeting was recessed for a short break to allow legal counsel to be placed on queue at 2:06 p.m. and reconvened at 2:13 p.m. 1.B. ID 20-1487 Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City’s attorneys with respect to case status related to an upcoming court hearing concerning certain uninvited communication with the Court 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, as well as any potential impacts or consequences that might bear upon entry of judgment, appeal, or other resolution of the litigation; 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. DELIBERATED 219 City of Denton City Council Minutes August 4, 2020 Page 2 The Closed Meeting was recessed for a short break at 2:41 p.m. and reconvened at 2:43 p.m. 1.C. ID 20-1482 Deliberations regarding Personnel Matters-Under Government Code Section 551.074. Discuss and deliberate the appointment/employment of a City Auditor. DELIBERATED The item related to Individual Consideration Item 5.A (ID 20-1481) to be considered at the Regular Meeting being held later in the evening. The Closed Meeting started at 1:07 p.m. and ended at 2:58 p.m. No votes or actions were taken during the Closed Meeting. WORK SESSION After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Work Session on Tuesday, August 4, 2020, at 3:16 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Note: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth, and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor and Paul Meltzer participated in the work session, closed meeting, and regular meeting via video/teleconference under the provisions allowed by the Texas Government Code Section 551.127. The posted agenda noted the registration process for public participation at this virtual meeting. While citizen commentary received via the online registration process is not read, each member of the City Council received each registration as it was submitted. However, there were no online commentary or call-ins received. 1. Citizen Comments on Consent Agenda Items None. 2. Requests for clarification of agenda items listed on this agenda. • Clarification was requested on the following items: o Council Member Briggs: Consent Items 1.B (ID 20-1315 o Council Member Meltzer: Consent Items 1.C (ID 20-1407) o Council Member Armintor: Consent Items 1.G (ID 20-1413) 220 City of Denton City Council Minutes August 4, 2020 Page 3 • The following item was pulled for Individual Consideration: o Council Member Armintor: Consent Items 1.B (ID 20-1315) and 1.C. (ID 20-1407) o Council Member Briggs: Consent Items 1.H (ID 20-1484) 3. Work Session Reports A. ID 20-1204 Receive a report, hold a discussion, and give staff direction regarding an update to the City of Denton’s COVID-19 response. The item was presented and discussion followed. Following discussion, there was no direction provided as the item was for presentation purposes only. The Work Session was recessed for a short break at 4:22 p.m. and reconvened at 4:31 p.m. B. ID 20-1509 Receive a report, hold a discussion, and give staff direction regarding pending 2020 Non-Annexation Agreements (NAAs). The item related to Item 1.A (ID 20-1486) during the Closed Meeting held earlier in the day. The item was presented and discussion followed. Following discussion, City Council consensus was to proceed and (1) keep the term of the NAA at 5 years and (2) no changes to Section 5(b), Staff will proceed to address outstanding NAAs. C. ID 20-1499 Receive a report, hold a discussion, and give staff direction regarding a proposed natural gas franchise agreement between the City of Denton and Atmos Energy Corporation. The item was presented and discussion followed. John Manganilla, Manager of Public Affairs with Atmos Energy, assisted in presenting the item. Following discussion, there was no direction provided. Formal action to follow on Individual Consideration Item 5.D (ID 20-1467) which related to this item. D. ID 20-1153 Receive a report, hold a discussion, and give staff direction regarding departmental presentations in preparation for the FY 2020-21 Proposed Budget, Capital Improvement Program, and Five Year Financial Forecast. The item was presented and discussion followed. 221 City of Denton City Council Minutes August 4, 2020 Page 4 Following discussion, there was no direction provided in preparation for the FY 20-21 budget as applicable to Technology Services, Customer Service, and Animal Services. Continued discussion on the budget to continue at upcoming meetings. E. ID 20-1048 Receive a report, hold a discussion, and give staff direction on pending City Council requests for: 1. A work session to discuss lowering street speed limits in Denton; and 2. A policy discussion regarding passing a resolution "expressing Council’s commitment to work with Denton ISD within our respective limited and overlapping jurisdictions, resources, and abilities, and with local nonprofits as needed, to meet our shared goal of keeping every Denton public school child, staff member, family, and community healthy, protected, physically distanced, housed, and safe from harm under COVID-19." The item was presented and discussion followed. Following discussion, results were as follows: • Item 20-1048: 1. A work session to discuss lowering street speed limits in Denton. o No Consensus for Work Session • Item 20-1048: 2. A policy discussion regarding passing a resolution "expressing Council's commitment to work with Denton ISD within our respective limited and overlapping jurisdictions, resources, and abilities, and with local nonprofits as needed, to meet our shared goal of keeping every Denton public school child, staff member, family, and community healthy, protected, physically distanced, housed, and safe from harm under COVID-19." o Consensus for a Work Session The Work Session ended at 6:38 p.m. REGULAR MEETING After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Regular Meeting on Tuesday, August 4, 2020, at 6:43 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Note: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth, and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor and Paul Meltzer participated in the work session, closed meeting, and regular meeting via video/teleconference under the provisions allowed by the Texas Government Code Section 551.127. 222 City of Denton City Council Minutes August 4, 2020 Page 5 The posted agenda noted the registration process for public participation at this virtual meeting. While citizen commentary received via the online registration process is not read, each member of the City Council received each registration as it was submitted. However, there were no online commentary or call-ins received. 1. PLEDGE OF ALLEGIANCE A. U.S. Flag and B. Texas Flag 2. PROCLAMATIONS/PRESENTATIONS None. 3. PRESENTATION FROM MEMBERS OF THE PUBLIC A. Review of procedures for addressing the City Council. B. Receive Scheduled Citizen Reports from members of the Public. a. ID 20-1394 Pat Smith, 1417 Cambridge Lane, regarding the Shiloh Field Community Garden Update and Partnership Request. - PRESENTED C. Additional Citizen Reports (Open Microphone) None. 4. CONSENT AGENDA The Consent Agenda consisted of Items 4.A-I. During the Work Session held earlier in the day, Items 1.B (ID 20-1315) and 1.C. (ID 20-1407) were pulled for Individual Consideration by Council Member Armintor; and Item 1.H. (ID 20-1484) was pulled for Individual Consideration by Council Member Briggs. Council Member Briggs moved to adopt the Consent Agenda, now consisting of Items 4.A, 4.D-G, and 4.I. Motion seconded by Council Member Ryan. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None 223 City of Denton City Council Minutes August 4, 2020 Page 6 A. ID 20-1139 Consider adoption of an ordinance of the City of Denton approving an interlocal cooperation agreement between the City of Denton and the Denton County Transportation Authority ("DCTA"), for the purpose of establishing cyclical and preventative maintenance of the Denton easements portion of the DCTA corridor; authorizing the expenditure of funds; and declaring an effective date. ASSIGNED ORDINANCE NO. 20-1139 D. ID 20-1408 Consider adoption of an ordinance ratifying the expenditure of funds by the City Manager and the Purchasing agent for the Hickory Creek Lift Station pump failure and sanitary sewer overflow in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services made to preserve or protect the public health or safety of the municipality’s residents is exempt from competitive bidding, and if over $50,000 shall be awarded by the governing body; and providing an effective date (File 7253 - Hickory Creek Lift Station pump failure and sanitary sewer overflow expenditure of $179,606.34). The Public Utilities Board recommends approval (7 - 0). ASSIGNED ORDINANCE NO. 20-1408 E. ID 20-1409 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager, or his designee, to execute a contract with Texan Waste Equipment Inc. dba Heil of Texas, through the Buy Board Cooperative Purchasing Network Contract # 599-19, for the purchase of repair services for Heil refuse bodies for the Solid Waste refuse fleet; providing for the expenditure of funds therefor; and providing an effective date (File 7421 - awarded to Texan Waste Equipment Inc. dba Heil of Texas, in the five (5) year not-to-exceed amount of $450,000). The Public Utilities Board recommends approval (7 - 0). ASSIGNED ORDINANCE NO. 20-1409 F. ID 20-1410 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 Rene’ Bates Auctioneers, Inc., for the management of auction services to the City of Denton; providing for the expenditure of funds therefor; and providing an effective date (IFB 7334 - awarded to Rene’ Bates Auctioneers, Inc., for a five (5) year term). ASSIGNED ORDINANCE NO. 20-1410 G. ID 20-1413 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a first amendment to a Sole Source Agreement between the City of Denton and Genscape, Inc., amending the contract approved by City Council on August 2, 2016, in the not-to-exceed amount of $106,354.27; said first amendment to provide the continuation of access to and use of the Genscape platform; which is the sole provider of this software, in accordance with Texas Local Government Code 252.022, which provides that procurement of commodities and services that are available from one source are exempt from competitive bidding; providing for the expenditure of funds 224 City of Denton City Council Minutes August 4, 2020 Page 7 therefor; and providing an effective date (File 6190 - providing for an additional two (2) year with the option for two (2) additional one (1) year terms and first amendment expenditure amount not-to-exceed $286,000, with the total contract amount not-to-exceed $392,354.27). The Public Utilities Board recommends approval (6-0). ASSIGNED ORDINANCE NO. 20-1413 I. ID 20-1463 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 Texas Series of Lockton Companies, LLC, for property and causality insurance brokerage services; providing for the expenditure of funds therefor; and providing an effective date (RFP 7365 - awarded to Texas Series of Lockton Companies, LLC, for one (1) year, with the option for two (2) additional one (1) year extensions, in the total three (3) year not-to-exceed amount of $480,000). ASSIGNED ORDINANCE NO. 20-1463 ITEMS PULLED FOR INDIVIDUAL CONSIDERATION B. ID 20-1315 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a Professional Services Agreement with Biggs & Mathews Environmental, Inc., for design services of the drop off area located within the Public Disposal Facility at the City of Denton Landfill; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7109-010 - Professional Services Agreement for design services awarded to Biggs & Mathews Environmental, Inc., in the not-to-exceed amount of $124,500). The Public Utilities Board recommends approval (6 - 1). ASSIGNED ORDINANCE NO. 20-1315 Pulled for Individual Consideration by Council Member Armintor. The item was not presented but discussion followed. There were no online registrations or call-ins on the item Council Member Ryan moved to adopt the item as presented. Motion seconded by Mayor Pro Tem Hudspeth. Motion carried. AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, and Meltzer NAYS (1): Council Member Armintor C. ID 20-1407 Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the City Manager to execute a Professional Services Agreement with Parkhill, Smith & Cooper, Inc., for the design of Landfill Cell Four (4) at the City of Denton Landfill; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7109-012 - Professional Services Agreement for design services 225 City of Denton City Council Minutes August 4, 2020 Page 8 awarded to Parkhill, Smith & Cooper, Inc., in the not-to-exceed amount of $221,100). The Public Utilities Board recommends approval (7 - 0). ASSIGNED ORDINANCE NO. 20-1407 Pulled for Individual Consideration by Council Member Armintor. The item was not presented but discussion followed. There were no online registrations or call-ins on the item. Mayor Pro Tem Hudspeth moved to adopt the item as presented. Motion seconded by Council Member Ryan. Motion carried. AYES (6): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, and Meltzer NAYS (1): Council Member Armintor H. ID 20-1484 Consider adoption of an ordinance authorizing expenditure of an additional $100,000.00 in previously budgeted funds for outside counsel and other trial expenses in the litigation styled "City of Denton v. Robert P. Donnelly," pending in the Probate Court of Denton County, Texas; and providing an effective date. ASSIGNED ORDINANCE NO. 20-1484 Pulled for Individual Consideration by Council Member Briggs. The item was not presented but discussion followed. There were no online registrations or call-ins on the item. Mayor Pro Tem Hudspeth moved to adopt the item as presented. Motion seconded by Council Member Ryan. Motion carried. AYES (5): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Davis, Ryan, and Meltzer NAYS (2): Council Members Briggs and Armintor 5. ITEMS FOR INDIVIDUAL CONSIDERATION A. ID 20-1481 Consider adoption of an ordinance of the City of Denton appointing Madison Rorschach as the City Auditor for a two-year term, beginning on the 8th day of August, 2020, and extending through the 7th day of August, 2022; authorizing the Mayor to execute an employment agreement for term of office; and providing an effective date. ASSIGNED ORDINANCE NO. 20-1481 The item was discussed under Item 1.C (ID 20-1482) during the Closed Meeting held earlier in the day. 226 City of Denton City Council Minutes August 4, 2020 Page 9 The item was not presented and no discussion followed. There were no online registrations or call-ins on the item. Following discussion, Council Member Meltzer moved adopt the item as presented. Motion seconded by Mayor Pro Tem Hudspeth. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None B. ID 20-1451 Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $70,435,000 in principal amount of "City of Denton General Obligation Refunding and Improvement Bonds, Series 2020"; authorizing the issuance of the bonds; delegating the authority to certain City officials to execute certain documents relating to the sale of bonds; approving and authorizing instruments and procedures relating to said bonds; enacting other provisions relating to the subject; and providing an effective date. ASSIGNED ORDINANCE NO. 20-1451 Council Member Briggs had a conflict of interest on the item and was removed from the video conference for this item, thereby not participating on consideration of the item. The item was presented and discussion followed. Items 5.B (ID 20-1451) and 5.C (ID 20-1455) were collectively read into the record, presented, and discussed, but voted on individually. There were no online registrations or call-ins on the item. Following discussion, Council Member Ryan moved to adopt the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (5): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Davis, Ryan, and Meltzer NAYS (1): Council Member Armintor ABSTAIN (1): Council Member Briggs C. ID 20-1455 Consider adoption of an ordinance considering all matters incident and related to the issuance, sale and delivery of up to $64,370,000 in principal amount of "City of Denton Certificates of Obligation, Series 2020"; authorizing the issuance of the certificates; delegating the authority to certain City officials to execute certain documents relating to the sale of the certificates; approving and authorizing instruments and procedures relating to said certificates; enacting other provisions relating to the subject; and providing an effective date. ASSIGNED ORDINANCE NO. 20-1455 227 City of Denton City Council Minutes August 4, 2020 Page 10 Council Member Briggs had a conflict of interest on the item and was removed from the video conference for this item, thereby not participating on consideration of the item. Items 5.B (ID 20-1451) and 5.C (ID 20-1455) were collectively read into the record, presented, and discussed, but voted on individually. There were no online registrations or call-ins on the item. Following discussion, Council Member Ryan moved to adopt the item as presented. Motion seconded by Council Member Davis. Motion carried. AYES (5): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Davis, Ryan, and Meltzer NAYS (1): Council Member Armintor ABSTAIN (1): Council Member Briggs D. ID 20-1467 Consider adoption of an ordinance of the City of Denton, Texas, a Texas home- rule municipal corporation, granting to Atmos Energy Corporation, Mid-Tex Division, a Texas and Virginia Corporation, its successors and assigns, a non-exclusive franchise to furnish, transport, and supply natural gas to the general public in the City of Denton and Denton County, Texas, to construct, maintain, and operate pipelines and equipment in the City of Denton, Texas, for the transportation, delivery, sale, and distribution of natural gas in, out of and through said City for all purposes; providing for the payment of a fee or charge for the use of the public rights-of-ways; providing that such fee shall be in lieu of other fees and charges, excepting Ad valorem taxes; repealing all previous Atmos Energy Gas Franchise Ordinances; prescribing the terms, conditions, obligations and limitations under which such franchise shall be exercised; a most favored nations clause; a severability clause; and providing an effective date. ASSIGNED ORDINANCE NO. 20-1467 The item related to Item 3.C (ID 20-1499) deliberated during the Work Session held earlier in the day. The item was not presented and no discussion followed. There were no online registrations or call-ins on the item. Following discussion, Mayor Pro Tem Hudspeth moved to adopt the item as presented. Motion seconded by Council Member Ryan. Motion carried. AYES (7): Mayor Watts, Mayor Pro Tem Hudspeth and Council Members Briggs, Davis, Ryan, Armintor, and Meltzer NAYS (0): None 228 City of Denton City Council Minutes August 4, 2020 Page 11 6. CONCLUDING ITEMS Council Members expressed items of interest. With no further business, the meeting was adjourned at 7:26 p.m. ____________________________________ ____________________________________ CHRIS WATTS ROSA RIOS MAYOR CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS MINUTES APPROVED ON: ____________________________________ 229 CITY OF DENTON CITY COUNCIL MINUTES August 6, 2020 After determining that a quorum was present, the City Council of the City of Denton, Texas convened in a Special Called Work Session on Thursday, August 6, 2020, at 8:33 a.m. in the Council Work Session Room at City Hall, 215 E. McKinney Street, Denton, Texas. PRESENT: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor, and Paul Meltzer ABSENT: None Note: Mayor Chris Watts, Mayor Pro Tem Gerard Hudspeth, and Council Members Keely Briggs, Jesse Davis, John Ryan, Deb Armintor and Paul Meltzer participated in the work session, and regular meeting via video/teleconference under the provisions allowed by the Texas Government Code Section 551.127. WORK SESSION 1. Work Session Report A. ID 20-1154 Receive a report, hold a discussion, and give staff direction regarding the FY 2020-21 City Manager’s Proposed Budget, Capital Improvement Program, and Five-Year Financial Forecast. The item was presented and discussion followed. The Work Session was recessed for short breaks/reconvened at 10:00 a.m. through 10:16 a.m.; 11:36 a.m. through 12:11 p.m.; and 1:27 p.m. through 1:42 p.m. Following discussion, there was no direction provided in preparation for the FY 20-21 budget as applicable to Parks and Recreation, Engineering, Legal, Water, Wastewater, Solid Waste, and the Proposed Budget. Continued discussion on the budget to continue at upcoming meetings. With no further business, the Work Session was adjourned at 2:19 p.m. ____________________________________ ____________________________________ CHRIS WATTS ROSA RIOS MAYOR CITY SECRETARY CITY OF DENTON, TEXAS CITY OF DENTON, TEXAS MINUTES APPROVED ON: ____________________________________ 230 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1514,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 Professional Services Agreement with Schneider Engineering,LTD.,for revisions to the Electric Service Standards for Denton Municipal Electric as set forth in the contract;providing for the expenditure of funds therefor;and providing an effective date (RFQ 7379 -Professional Services Agreement for revisions to the Electric Service Standards for Denton Municipal Electric awarded to Schneider Engineering,LTD.,in the not-to-exceed amount of $150,000).The Public Utilities Board recommends approval (4 - 0). City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™231 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: August 18, 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 Professional Services Agreement with Schneider Engineering, LTD., for revisions to the Electric Service Standards for Denton Municipal Electric as set forth in the contract; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7379 – Professional Services Agreement for revisions to the Electric Service Standards for Denton Municipal Electric awarded to Schneider Engineering, LTD., in the not-to-exceed amount of $150,000). The Public Utilities Board recommends approval (4 - 0). INFORMATION /BACKGROUND Denton Municipal Electric (DME)’s Electric Service Standards (Standard) provide the requirements for electric service and is the basis for line extensions for service, to new and existing customers. It is critical for the customers and DME the Standard provide a clear and discernable understanding of the rules, regulations, requirements, responsibilities, and conditions associated with attaching to DME’s electric distribution grid. It is unknown when the base for the current standards was originally written and approved by the City Council; however, the current revised and amended version was adopted by the City Council on April 1, 2014. DME established a planned update to the Standard – which was set for five (5) years. Initiation of this update did begin in 2019 as planned. However, as the deep dive of reviewing the Standard’s language and wording and current practices was discussed; contradictions of phrasing and confusion on parts of its requirements, related to application and intent, was seen. In order to capture and make all the adjustments necessary, the update dragged on and was taking up significant staff time, from multiple departments, to fully vet the document as needed. Comparing the language in the existing Standard to language used by other utilities (i.e. Oncor, CoServ, Austin Energy, etc.) in their equivalent document showed many requirements of each utility (including DME) were basically universal; but, the content provided by the other utilities was often more clear and understandable to the reader. Confusing language is one of the motivators associated with a proposed rewrite of the document. When the Standard was originally developed, the often-questioned provision for a line extension was based on a 300-foot, overhead line allowance. The basic understanding of this form of line extension was for every new meter, the developer/customer would get credit for 300 foot of overhead line extension from an overhead power line. Using an overhead line extension is not outside the scope of what was typically acceptable in the electric utility industry. Overhead is still considered base construction when it comes to cost of service since underground is more costly to install. Since the Standard’s language does not officially City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 232 state overhead, this proved to be problematic in its application. There have been several instances that provided pause and lengthy discussion as to what is the proper application of the line extension policy. A couple of examples of these include: 1) a new customer would contact DME for service, but their home or business was more than 300 feet from an existing overhead power line – but an underground power line was available. The argument could be made an underground extension should be provided – even though it was more costly, or 2) service would require the construction of a new primary (main) service arterial since the property line was greater than 300 feet away. The argument was often made the extension of the primary line to the property should be at the expense of DME and the customer only charged with the 300 feet on the property. This scenario goes against what was thought to be the original intent of the line extension policy. To support acknowledgement of the often-confusing language, recently a developer in Denton criticized the Standard was not clear as to how to apply the line extension policy and they could not determine if there would be any charges associated with their development or not. Unclear application of the line extension policy is a second motivator to support a proposed rewrite of the entire document. DME has often received comments from builders and developers who construct in other electric service territory areas besides DME that the practices and policies in place at DME vary greatly to our competitors. DME staff who have worked for other electric utilities throughout the United States does provided enough concern that current practices and policies may fall outside of what is considered best business practices. This contract will provide the mechanism for a third-party engineering firm to analyze the existing Standard and initiate a rewrite of the document so that it is clearer in its content and intent. It is anticipated that the firm will access the standards from other utilities to learn and recommend organization for the new DME Standard. Additionally, this firm will work with DME to determine the formula and processes which would be associated with a new line extension policy based on revenue associated with the new load. A revenue associated line extension policy provides for a fairer cost of service or line extension based on the rate of return desired by the City. Finally, the firm will be charged with research and identification of where DME may or may not meet utility best practices, in relation to the electric service standards, and provide recommendations as how DME might change practices and policies to be more in-line with our competitors. A complete rewrite of the Electric Service Standards is due and will provide a long-term benefit for understanding and application of its contents for both the customer and DME staff. Project Cost Cost Estimate: $130,670 Contingency (reimbursable expenses and incidentals) $19,330 Total: $150,000 Request for Qualifications (RFQ) for professional electrical standards was sent to 639 prospective suppliers, including 26 Denton firms. In addition, specifications were placed on the Materials Management website for prospective suppliers to download and advertised in the local newspaper. Two (2) statement of qualifications (SOQ) were recieved. The SOQ were evaluated based upon published criteria including understanding of the requirements, past performance, experience and qualifications, and schedule. Based upon this evaluation, Schneider Engineering, LTD. was ranked the highest and determined to be the best value for the City. NIGP Code Used for Solicitation: 918 – Consulting Services 925 – Engineering Services, Professional Notifications sent for Solicitation sent in IonWave: 639 Number of Suppliers that viewed Solicitation in IonWave: 30 HUB-Historically Underutilized Business Invitations sent out: 39 SBE-Small Business Enterprise Invitations sent out: 179 Responses from Solicitation: 2 233 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On August 10, 2020, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. RECOMMENDATION Award a contract with Schneider Engineering, LTD, for revisions to the Electric Service Standards for Denton Municipal Electric, in a not-to-exceed amount of $150,000. PRINCIPAL PLACE OF BUSINESS Schneider Engineering, LTD Boerne, TX ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date within 365 days. FISCAL INFORMATION These services will be funded through the department’s budget on an as-needed basis. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Evaluation Sheet Exhibit 3: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Jerry Fielder, 940 349-7173. Legal point of contact: Mack Reinwand at 940-349-8333. 234 Schneider Engineering, Ltd.M&S Engineering Boerne, TX Aledo, TX Item #Description 1 Identification and understanding of the City's requirements for this project - 20%16.0 10.7 2 Past Performance and experience on projects of this magnitude and complexity - 35%32.7 18.7 3 Experience and qualifications of the Respondent and key personnel available for this project - 15%12.0 10.0 4 Schedule presented for this service and defined in the scope of work - 30%22.0 10.0 82.7 49.3 RFQ 7379 - Evaluation Sheet for Electrical Service Standards Revision Exhibit 2 Total: Respondent's Business Name: Principal Place of Business (City and State): 235 ORDINANCE NO. __________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH SCHNEIDER ENGINEERING, LTD., FOR REVISIONS TO THE ELECTRIC SERVICE STANDARDS FOR DENTON MUNICIPAL ELECTRIC AS SET FORTH IN THE CONTRACT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7379 – PROFESSIONAL SERVICES AGREEMENT FOR REVISIONS TO THE ELECTRIC SERVICE STANDARDS FOR DENTON MUNICIPAL ELECTRIC AWARDED TO SCHNEIDER ENGINEERING, LTD., IN THE NOT-TO-EXCEED AMOUNT OF $150,000). WHEREAS, Schneider Engineering, LTD., the professional services provider (the “Provider”) set forth in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with and not higher than the recommended practices and fees published by the professional associations applicable to the Provider’s profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager is authorized to enter into a professional service contract with Schneider Engineering, LTD., for revisions to the Electric Service Standards for Denton Municipal Electric, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by _________________________________, the ordinance was passed and approved by the following vote [___ - ___]: 236 237 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 7379 Not Applicable PSA Electric Service Standards Laura Hermosillo 238 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 1 of 18 CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and SCHNEIDER ENGINEERING, LTD., with its corporate office at 191 Menger Springs Parkway, Boerne, TX 78006 and authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: Electrical Standards (the "PROJECT"). SECTION 1 Scope of Services A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees to perform, professional engineering services set forth in the Scope of Services attached hereto as Attachment A. These services shall be performed in connection with the PROJECT. B. Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by ENGINEER or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resulting from oral orders of any person. SECTION 2 Compensation and Term of Agreement A. The ENGINEER shall be compensated for all services provided pursuant to this AGREEMENT in an amount not to exceed $150,000 in the manner and in accordance with the fee schedule as set forth in Attachment B. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment A. B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continue for a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT to completion as described in the PROJECT schedule as set forth in Attachment B. SECTION 3 Terms of Payment DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 239 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 2 of 18 Payments to the ENGINEER will be made as follows: A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment B to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of any balance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. SECTION 4 Obligations of the Engineer A. General The ENGINEER will serve as the CITY's professional engineering representative under this AGREEMENT, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 240 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 3 of 18 circumstances and professional license; and (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the AGREEMENT Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 241 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 4 of 18 (2) Except to the extent of specific site visits expressly detailed and set forth in Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the AGREEMENT Documents, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the AGREEMENT Documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 242 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 5 of 18 continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the AGREEMENT Documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this AGREEMENT. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 243 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 6 of 18 J. INSURANCE (1) ENGINEER’S INSURANCE a. Commercial General Liability – the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i. The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless the CITY specifically approves such exclusions in writing. ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this AGREEMENT. b. Business Auto – the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non-owned is acceptable. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this AGREEMENT or under any applicable auto physical damage coverage. DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 244 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 7 of 18 c. Workers’ Compensation – ENGINEER shall maintain workers compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer’s liability or commercial umbrella insurance obtained by ENGINEER pursuant to this AGREEMENT. d. Professional Liability – ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate of insurance specifically referencing this PROJECT shall be submitted to the CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be attached to this AGREEMENT prior to its execution. b. Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Denton, 901 DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 245 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 8 of 18 Texas Street, Denton, Texas 76209. f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. l. The CITY shall not be responsible for the direct payment of any insurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage as required for the ENGINEER. When sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. K. Independent Consultant DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 246 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 9 of 18 The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this AGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment B to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents shall engage in any discriminatory employment practice. No person shall, on DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 247 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 10 of 18 the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and ENGINEER’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the PROJECT schedule prepared in accordance with Attachment B. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 248 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 11 of 18 becomes aware of any development that affects the scope or timing of the ENGINEER's services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER’s negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 249 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 12 of 18 I. CITY's Insurance (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacement cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 250 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 13 of 18 C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER’s performance of its obligations hereunder. D. Termination (1) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice to ENGINEER. b. by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days’ written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. F. Indemnification DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 251 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 14 of 18 IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904, THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST LIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’S LIABILITY. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION, WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. K. Immigration Nationality Act DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 252 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 15 of 18 ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this AGREEMENT, including completing the Employment Eligibility Verification Form (I-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this AGREEMENT for violations of this provision by ENGINEER. L. Prohibition On Contracts With Companies Boycotting Israel ENGINEER acknowledges that in accordance with Chapter 2270 of the Texas Government Code, CITY is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this AGREEMENT, ENGINEER certifies that ENGINEER’S signature provides written verification to the CITY that ENGINEER: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the AGREEMENT. Failure to meet or maintain the requirements under this provision will be considered a material breach. M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this AGREEMENT, ENGINEER certifies that ENGINEER’S signature provides written verification to the CITY that ENGINEER, pursuant to Chapter 2252, is not ineligible to enter into this AGREEMENT and will not become ineligible to receive payments under this AGREEMENT by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. N. Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 253 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 16 of 18 at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. O. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. P. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of this AGREEMENT: DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 254 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 17 of 18 Attachment A - RFQ 7379-Electrical Standards (scope of service) (on file at the office of the Purchasing Agent) Attachment B – Compensation and Project Schedule These documents make up the AGREEMENT documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall be resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above. Duly executed by each party’s designated representative to be effective on the date subscribed by the City Manager. BY: CITY OF DENTON, TEXAS BY: ENGINEER City Manager Date:__________________ Schneider Engineering, LTD. J. Nakee Laws, P.E. Partner / Vice President Date:____________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _________________________ Signature _________________________ Title _________________________ Department Date Signed: ______________ _______________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 President or Lance Pettigrew, P.E. 2020-646175 7/24/2020 7/24/2020 Exec Mgr of Utilities Electric 255 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 18 of 18 Attachment A RFQ 7379-Electrical Standards (Scope of Service) (on file at the office of the Purchasing Agent) DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 256 S CHNEIDER E NGINEERING , L TD. P REPARED F OR C ITY OF D ENTON J ULY 2 , 2020 RFQ NO . 7379 C OST P ROPOSAL E LECTRICAL S TANDARDS Attachment B DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 257 PROPOSAL – ELECTRICAL S TANDARDS │ JULY 2, 2020 SCHNEIDER ENGINEERING, L TD.│2 C LIENT: City of Denton P ROPOSAL : Electrical Standards SCOPE OF WORK: Schneider Engineering (SE) proposes to provide consulting / planning services for the City of Denton’s Electrical Standards project which entails research, design, content, implementation, and publishing of the DME Criteria Manual and Electrical Service Standards. SE will analyze DME’s current manuals and practices, meet with policymakers and members of the public, and develop recommendations and support materials in order to provide expert advice and opinions on the City of Denton’s Electrical Standards. Scope of Work with Deliverables: TASK # PHASE I – P RELIMINARY DESIGN T ASKS TIME FRAME DELIVERABLE COST 1 Schneider Engineering believes a two (2) day meeting, ½ day devoted to each of the four (4) deliverables, the Line Extension Policy, the Criteria Manual, the Electrical Service Standards Manual and the Design Practices Manual should be adequate to discuss and determine the proposed outline and strategy of the project Recommendations for proposed content and structure to best meet the needs of DME and improve operating efficiency and capacity will be discussed and a final proposed deliverable plan for the project will be submitted to DME and its’ engineer for review, and consideration. 6 weeks Proposed preliminary deliverable and design plan $16,880 2 Research to determine industry standards and best practices relating to electrical utility work. Areas of interest include service agreements, customer responsibilities, developer responsibilities, utility responsibilities, joint use poles, rates-based extension policies, design standards, and any additional topics relating to electrical utility processes and standards as identified by DME. 8 weeks Industry best practices analysis and comparison to DME’s policies $11,890 3 Participate in regular meetings with stakeholders in DME and the City of Denton to present findings, receive feedback on applicability of findings, and select practices to adopt and codify. Ongoing throughout project as needed Assimilation of stakeholder feedback $5,200 DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 258 PROPOSAL – ELECTRICAL S TANDARDS │ JULY 2, 2020 SCHNEIDER ENGINEERING, L TD.│3 4 SE proposes a Final Design Phase meeting be scheduled after the Preliminary Design to establish and document any decisions regarding direction of the final document deliverable plan (i.e. the scope and range of manuals, and specifications for submission to the DME Staff) arising from the Preliminary Design Phase. Subsequently SE would prepare and submit the final detailed deliverable plan within one (1) week for DME consideration. 3 weeks Final deliverable and design plan $5,090 5 SE recommends scheduling regular meetings approximately one (1) week prior to City Council meetings to provide status updates and allow time to prepare reports for the Council meetings. Ongoing throughout project as needed Project status updates and as needed City Council updates $5,880 Phase I Total 11 Weeks $44,940 TASK # PHASE II – F INAL DESIGN TASKS TIME FRAME DELIVERABLE COST 1 Prepare detailed deliverable plan (i.e. the scope and range of manuals to meet the strategic need), and specifications for submission to the DME Staff. From 4 Above $15,310 2 Prepare documentation based on the design criteria developed during the preliminary design phase. The results will be reviewed at outline, draft, and final draft/pre-publication stages by DME. DME will determine format and distribution of these submittals. 12 weeks $32,075 3 Develop, in coordination with DME, an implementation plan and training curriculum for product roll-out. 1 week Implementation plan and training curriculum $20,305 Phase II Total 13 weeks $67,690 DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 259 PROPOSAL – ELECTRICAL S TANDARDS │ JULY 2, 2020 SCHNEIDER ENGINEERING, L TD.│4 TASK # PHASE III – PUBLISHING TASKS TIME FRAME DELIVERABLE COST 1 SE will provide electronic and printed versions of all deliverables per DME desired format(s) and be available for presentation of the final deliverables and implement training per DME requirements. TBD as needed Electronic and printed versions of all deliverables $5,200 2 Publish electronic and/or printed versions of all deliverables (Electrical Service Standards, Design Guides, Criteria Manuals, etc.) as decided upon during the preliminary and final design phases of the project. DME will determine the format of the published documents. TBD as needed Published versions of all deliverables $9,900 3 As required, present final deliverables to Denton City Council, DME leadership, DME employees, etc. as part of the implementation plan and training curriculum. TBD as needed Presentation of deliverables as requested $2,940 Phase III Total TBD, expected not to exceed 1 Month $18,040 Total Project Estimate $130,670 C OST ESTIMATE: Schneider Engineering, Ltd. will perform services under this agreement related to the above referenced scope of work and will provide the City of Denton with itemized invoices for services performed. SE proposes to charge for the above scope of services on an hourly/work performed basis and fees will be based on actual work performed. Meeting Attendance SE understands that on-site attendance at meetings is required as a part of this engagement, with the exception of the monthly status meetings with the City’s Project Manager. However, given the current and foreseeable state of the COVID-19 crisis and in an effort to assist the City of Denton in managing costs associated with this project, SE has priced all meetings to take place in a virtual environment utilizing any number of virtual meeting platforms that would be compatible with the City of Denton’s systems. When onsite meetings are required, SE estimates a cost per meeting of $3,500, inclusive of onsite hours, travel and mileage and hourly travel time for 3 staff persons. The inclusion of additional SE staff shall be at the direction of the City of Denton’s Management and will be billed on an hourly basis in accordance with the fee schedule attached. DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 260 PROPOSAL – ELECTRICAL S TANDARDS │ JULY 2, 2020 SCHNEIDER ENGINEERING, L TD.│5 SE welcomes the opportunity to refine budget and time frame estimates through discussion with the City of Denton’s Management as the scope of work requirements become more clearly identified. APPROVAL: DATE : DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 261 SCHNEIDER E NGINEERING , LTD. | 1 C O M P E N SA T I O N S C H E D U L E (20 20) TX R EG. #F1594 The Owner shall pay the Engineer for services performed under this Agreement as follows: POSITION HOURLY RATE President $250.00 Principal $230.00 Engineer VIII / Senior Consultant V $200.00 Engineer VII / Senior Consultant IV $185.00 Engineer VI / Senior Consultant III $170.00 Engineer V $155.00 Engineer IV $140.00 Engineer III $125.00 Engineer II $110.00 Engineer I $100.00 Project Manager V $180.00 Project Manager IV $165.00 Project Manager III / Senior Consultant II $155.00 Project Manager II / Senior Consultant I $140.00 Project Manager I $125.00 Project Analyst IV $120.00 Project Analyst III $105.00 Project Analyst II $90.00 Project Analyst I $75.00 Technician VI $135.00 Technician V $125.00 Technician IV / Designer III $110.00 Technician III / Designer II $95.00 Technician II / Designer I $85.00 Technician I $75.00 Technician Assistant $60.00 Administrative Staff $65.00 Administrative Assistant $55.00 Clerical $50.00 PERSONNEL OVERTIME CHARGES Hourly personnel overtime work will be invoiced at the base billing rate plus a multiplier of 1.5 times the employee hourly rate. R EIMBURSABLE EXPENSES ▪ Mileage Reimbursement: $0.62/mile for cars, $0.80/mile for trucks, $0.90/mile for fully equipped off-road survey trucks ▪ The following will be billed at cost plus 12%: o Copying costs o Transportation, subsistence and lodging o Approved sub-contract services DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 262 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: A4CD8B72-F3E4-4400-AD89-D254B924F7C8 Schneider Engineering, Ltd. 1 7/24/2020 X X X None. X Non-Applicable 263 Certificate Of Completion Envelope Id: A4CD8B72F3E44400AD89D254B924F7C8 Status: Sent Subject: Please DocuSign: City Council Contract 7379 - Electric Service Standards Source Envelope: Document Pages: 26 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Laura Hermosillo AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 laura.hermosillo@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 7/16/2020 10:36:04 AM Holder: Laura Hermosillo laura.hermosillo@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Laura Hermosillo laura.hermosillo@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 7/16/2020 10:45:02 AM Viewed: 7/16/2020 10:45:12 AM Signed: 7/16/2020 10:45:14 AM 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: 198.49.140.10 Sent: 7/16/2020 10:45:18 AM Viewed: 7/16/2020 4:21:24 PM Signed: 7/16/2020 4:21:48 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: 198.49.140.104 Sent: 7/16/2020 4:21:50 PM Viewed: 7/22/2020 4:05:21 PM Signed: 7/22/2020 4:11:45 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Laura Hermosillo laura.hermosillo@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 7/24/2020 11:04:16 AM Viewed: 7/24/2020 1:56:58 PM Signed: 7/24/2020 1:57:10 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign 264 Signer Events Signature Timestamp Taylor Avila tavila@se-texas.com Security Level: Email, Account Authentication (None) Completed Using IP Address: 96.8.178.196 Sent: 7/22/2020 4:11:50 PM Viewed: 7/22/2020 4:17:32 PM Signed: 7/24/2020 11:50:49 AM Electronic Record and Signature Disclosure: Accepted: 7/22/2020 4:17:32 PM ID: 889bf5ee-c63e-428b-8fa0-5a741dfcad73 Lance Pettigrew, P.E. lpettigrew@se-texas.com President Schneider Engineering, Ltd. Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 96.8.177.81 Signed using mobile Sent: 7/22/2020 4:11:49 PM Resent: 7/24/2020 10:58:46 AM Resent: 7/24/2020 1:57:28 PM Viewed: 7/24/2020 12:46:43 PM Signed: 7/24/2020 2:20:02 PM Electronic Record and Signature Disclosure: Accepted: 7/24/2020 12:46:43 PM ID: e06b1f58-12b2-4786-8b53-91d2a406c154 Tony Puente Antonio.Puente@cityofdenton.com Exec Mgr of Utilities Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 7/24/2020 2:20:06 PM Viewed: 7/24/2020 2:57:16 PM Signed: 7/24/2020 2:58:17 PM Electronic Record and Signature Disclosure: Accepted: 7/24/2020 2:57:16 PM ID: 4684eaac-e1b1-48c5-915b-cf346f0e5ace Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 7/24/2020 2:58:21 PM 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 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp 265 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: 7/16/2020 10:45:17 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 7/24/2020 2:58:21 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jerry Fielder Jerry.Fielder@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 7/24/2020 2:58:21 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 266 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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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Taylor Avila, Lance Pettigrew, P.E., Tony Puente, Todd Hileman 267 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1516,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 professional services agreement with Stearns,Conrad and Schmidt Consulting Engineers,Inc.,dba SCS Engineers,for design services of the gas header,waterline,and road construction at the City of Denton Landfill;providing for the expenditure of funds therefor;and providing an effective date (RFQ 7109-011 -professional services agreement for design services awarded to Stearns,Conrad and Schmidt Consulting Engineers,Inc.,dba SCS Engineers,in the not-to-exceed amount of $69,645).The Public Utilities Board recommends approval (4 - 0). City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™270 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: August 18, 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 professional services agreement with Stearns, Conrad and Schmidt Consulting Engineers, Inc., dba SCS Engineers, for design services of the gas header, waterline, and road construction at the City of Denton Landfill; providing for the expenditure of funds therefor; and providing an effective date (RFQ 7109-011 – professional services agreement for design services awarded to Stearns, Conrad and Schmidt Consulting Engineers, Inc., dba SCS Engineers, in the not-to-exceed amount of $69,645). The Public Utilities Board recommends approval (4 - 0). INFORMATION/BACKGROUND The City of Denton Solid Waste and Recycling Department is preparing for the next landfill cell (4). In preparation, the department must consider future forecasted traffic volumes and management. With the expansion of the landfill, consider mitigation and proper management of landfill gas collection and use. Finalizing the second half of the landfill gas header loop system around the entire exiting landfill foot print. In the process, consider the installation of a water main. The water line will service a future proposed Wheel Wash System as well as provide water to maintain state regulation on dust suppression for unimproved areas. The Road Construction will alleviate the need to constantly maintain the gravel, unimparted road and will help with the wear and tear of the City’s solid waste collections vehicles. The preparation of the construction plans, specifications, and bid documents and performance of bid- support services required for the project. This scope of services has been separated into the following tasks: 1. Conceptual Layout and Project Planning Meeting; 2. Soil Analysis of Available Borrow Source(s); 3. Engineering Design and Preparation of Construction Plans; 4. Technical Specifications and Bid Documents; 5. Engineer’s Estimate of Probable Construction Cost (including a budgetary estimate and a construction opinion of probable construction cost); and 6. Bid-support services. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 271 Additional tasks: An amendment will be requested to the PSA for additional funds. It is recommended to reevaluate the fees for these tasks around 90% complete on the design, at which point we will have a better understanding of the construction duration suitable for the proposed design. 7. CQA 8. Construction-phase Engineering Services Request for Qualifications for professional engineering services was solicited using the City’s formal solicitation process. City Council approved a pre-qualified list of engineering firms on October 8, 2019 (Ordinance 19-2305). PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On October 8, 2019 Council approved RFQ 7109 for a prequalified list of professional engineering firms (Ordinance 19-2305). On August 10, 2020, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. RECOMMENDATION Award a contract with Stearns, Conrad and Schmidt Consulting Engineers, Inc., dba SCS Engineers, for design services of the gas header, waterline, and road construction at the City of Denton Landfill, in the not-to-exceed amount of $69,645. PRINCIPAL PLACE OF BUSINESS Stearns, Conrad and Schmidt Consulting Engineers, Inc., dba SCS Engineers Bedford, TX ESTIMATED SCHEDULE OF PROJECT This project will be started upon approval with a completion date by December of 2020. FISCAL INFORMATION These services will be funded from Capital account 660899595. Requisition #147235has been entered into the Purchasing software system in the amount of $69,645. The budgeted amount for this item is $69,645. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Contract 272 Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Arturo Garcia, 940-349-8021. Legal point of contact: Mack Reinwand at 940-349-8333. 273 ORDINANCE NO. ________________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH STEARNS, CONRAD AND SCHMIDT CONSULTING ENGINEERS, INC., DBA SCS ENGINEERS, FOR DESIGN SERVICES OF THE GAS HEADER, WATERLINE, AND ROAD CONSTRUCTION AT THE CITY OF DENTON LANDFILL; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ 7109-011 – PROFESSIONAL SERVICES AGREEMENT FOR DESIGN SERVICES AWARDED TO STEARNS, CONRAD AND SCHMIDT CONSULTING ENGINEERS, INC., DBA SCS ENGINEERS, IN THE NOT-TO-EXCEED AMOUNT OF $69,645). WHEREAS, on October 8, 2019, the City Council approved a pre-qualified professional and engineer list (Ordinance 19-2305) and the professional services provider (the “Provider”) mentioned in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than the recommended practices and fees published by the professional associations applicable to the Provider’s profession, and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. That the City Manager is hereby authorized to enter into an agreement with Stearns, Conrad And Schmidt Consulting Engineers, Inc., Dba SCS Engineers, to provide design services of the gas header, waterline, and road construction at the City of Denton Landfill, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein by reference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by __________________________ and seconded by ________________________________, the ordinance was passed and approved by the following vote [___ - ___]: 274 275 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 Not Applicable Crystal Westbrook 7109-011PSA Gas Header, Water Line and Road Design 276 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 1 of 17 CITY OF DENTON, TEXAS STANDARD AGREEMENT FOR ENGINEERING RELATED PROFESSIONAL SERVICES This AGREEMENT is between the City of Denton, a Texas home-rule municipality ("CITY"), and STEARNS, CONRAD AND SCHMIDT CONSULTING ENGINEERS, INC., dba SCS ENGINEERS with its corporate office at 1901 Central Drive, Suite 550, Bedford, TX 76021 and authorized to do business in Texas, ("ENGINEER"), for a PROJECT generally described as: Gas Header, Water Line and Road Design (the "PROJECT"). SECTION 1 Scope of Services A. The CITY hereby agrees to retain the ENGINEER, and the ENGINEER hereby agrees to perform, professional engineering services set forth in the Scope of Services attached hereto as Attachment A. These services shall be performed in connection with the PROJECT. B. Additional services, if any, will be requested in writing by the CITY. CITY shall not pay for any work performed by ENGINEER or its consultants, subcontractors and/or suppliers that has not been ordered in advance and in writing. It is specifically agreed that ENGINEER shall not be compensated for any additional work resulting from oral orders of any person. SECTION 2 Compensation and Term of Agreement A. The ENGINEER shall be compensated for all services provided pursuant to this AGREEMENT in an amount not to exceed $69,645.00 in the manner and in accordance with the fee schedule as set forth in Attachment A. Payment shall be considered full compensation for all labor, materials, supplies, and equipment necessary to complete the services described in Attachment A. B. Unless otherwise terminated pursuant to Section 6. D. herein, this AGREEMENT shall be for a term beginning upon the effective date, as described below, and shall continue for a period which may reasonably be required for the completion of the PROJECT, until the expiration of the funds, or completion of the PROJECT and acceptance by the CITY, whichever occurs first. ENGINEER shall proceed diligently with the PROJECT to completion as described in the PROJECT schedule as set forth in Attachment A. SECTION 3 Terms of Payment Payments to the ENGINEER will be made as follows: DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 277 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 2 of 17 A. Invoice and Payment (1) The Engineer shall provide the City sufficient documentation, including but not limited to meeting the requirements set forth in the PROJECT schedule as set forth in Attachment A to reasonably substantiate the invoices. (2) The ENGINEER will issue monthly invoices for all work performed under this AGREEMENT. Invoices for the uncontested performance of the particular services are due and payable within 30 days of receipt by City. (3) Upon completion of services enumerated in Section 1, the final payment of any balance for the uncontested performance of the services will be due within 30 days of receipt of the final invoice. (4) In the event of a disputed or contested billing, only that portion so contested will be withheld from payment, and the undisputed portion will be paid. The CITY will exercise reasonableness in contesting any bill or portion thereof. No interest will accrue on any contested portion of the billing until mutually resolved. (5) If the CITY fails to make payment in full to ENGINEER for billings contested in good faith within 60 days of the amount due, the ENGINEER may, after giving 7 days' written notice to CITY, suspend services under this AGREEMENT until paid in full. In the event of suspension of services, the ENGINEER shall have no liability to CITY for delays or damages caused the CITY because of such suspension of services. SECTION 4 Obligations of the Engineer A. General The ENGINEER will serve as the CITY's professional engineering representative under this AGREEMENT, providing professional engineering consultation and advice and furnishing customary services incidental thereto. B. Standard of Care The ENGINEER shall perform its services: (1) with the professional skill and care ordinarily provided by competent engineers practicing in the same or similar locality and under the same or similar circumstances and professional license; and DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 278 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 3 of 17 (2) as expeditiously as is prudent considering the ordinary professional skill and care of a competent engineer. C. Subsurface Investigations (1) The ENGINEER shall advise the CITY with regard to the necessity for subcontract work such as special surveys, tests, test borings, or other subsurface investigations in connection with design and engineering work to be performed hereunder. The ENGINEER shall also advise the CITY concerning the results of same. Such surveys, tests, and investigations shall be furnished by the CITY, unless otherwise specified in Attachment A. (2) In soils, foundation, groundwater, and other subsurface investigations, the actual characteristics may vary significantly between successive test points and sample intervals and at locations other than where observations, exploration, and investigations have been made. Because of the inherent uncertainties in subsurface evaluations, changed or unanticipated underground conditions may occur that could affect the total PROJECT cost and/or execution. These conditions and cost/execution effects are not the responsibility of the ENGINEER. D. Preparation of Engineering Drawings The ENGINEER will provide to the CITY the original drawings of all plans in ink on reproducible mylar sheets and electronic files in .pdf format, or as otherwise approved by CITY, which shall become the property of the CITY. CITY may use such drawings in any manner it desires; provided, however, that the ENGINEER shall not be liable for the use of such drawings for any project other than the PROJECT described herein. E. Engineer's Personnel at Construction Site (1) The presence or duties of the ENGINEER's personnel at a construction site, whether as on-site representatives or otherwise, do not make the ENGINEER or its personnel in any way responsible for those duties that belong to the CITY and/or the CITY's construction contractors or other entities, and do not relieve the construction contractors or any other entity of their obligations, duties, and responsibilities, including, but not limited to, all construction methods, means, techniques, sequences, and procedures necessary for coordinating and completing all portions of the construction work in accordance with the AGREEMENT Documents and any health or safety precautions required by such construction work. The ENGINEER and its personnel have no authority to exercise any control over any construction contractor or other entity or their employees in connection with their work or any health or safety precautions. (2) Except to the extent of specific site visits expressly detailed and set forth in DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 279 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 4 of 17 Attachment A, the ENGINEER or its personnel shall have no obligation or responsibility to visit the construction site to become familiar with the progress or quality of the completed work on the PROJECT or to determine, in general, if the work on the PROJECT is being performed in a manner indicating that the PROJECT, when completed, will be in accordance with the AGREEMENT Documents, nor shall anything in the AGREEMENT Documents or this AGREEMENT between CITY and ENGINEER be construed as requiring ENGINEER to make exhaustive or continuous on-site inspections to discover latent defects in the work or otherwise check the quality or quantity of the work on the PROJECT. If the ENGINEER makes on-site observation(s) of a deviation from the AGREEMENT Documents, the ENGINEER shall inform the CITY. (3) When professional certification of performance or characteristics of materials, systems or equipment is reasonably required to perform the services set forth in the Scope of Services, the ENGINEER shall be entitled to rely upon such certification to establish materials, systems or equipment and performance criteria to be required in the AGREEMENT Documents. F. Opinions of Probable Cost, Financial Considerations, and Schedules (1) The ENGINEER shall provide opinions of probable costs based on the current available information at the time of preparation, in accordance with Attachment A. (2) In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for the PROJECT, the ENGINEER has no control over cost or price of labor and materials; unknown or latent conditions of existing equipment or structures that may affect operation or maintenance costs; competitive bidding procedures and market conditions; time or quality of performance by third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate PROJECT cost or schedule. Therefore, the ENGINEER makes no warranty that the CITY's actual PROJECT costs, financial aspects, economic feasibility, or schedules will not vary from the ENGINEER's opinions, analyses, projections, or estimates. G. Construction Progress Payments Recommendations by the ENGINEER to the CITY for periodic construction progress payments to the construction contractor will be based on the ENGINEER's knowledge, information, and belief from selective sampling and observation that the work has progressed to the point indicated. Such recommendations do not represent that continuous or detailed examinations have been made by the ENGINEER to ascertain that the construction contractor has completed the work in exact accordance with the DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 280 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 5 of 17 AGREEMENT Documents; that the final work will be acceptable in all respects; that the ENGINEER has made an examination to ascertain how or for what purpose the construction contractor has used the moneys paid; that title to any of the work, materials, or equipment has passed to the CITY free and clear of liens, claims, security interests, or encumbrances; or that there are not other matters at issue between the CITY and the construction contractor that affect the amount that should be paid. H. Record Drawings Record drawings, if required, will be prepared, in part, on the basis of information compiled and furnished by others, and may not always represent the exact location, type of various components, or exact manner in which the PROJECT was finally constructed. The ENGINEER is not responsible for any errors or omissions in the information from others that is incorporated into the record drawings. I. Right to Audit (1) ENGINEER agrees that the CITY shall, until the expiration of five (5) years after final payment under this AGREEMENT, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of the ENGINEER involving transactions relating to this AGREEMENT. ENGINEER agrees that the CITY shall have access during normal working hours to all necessary ENGINEER facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The CITY shall give ENGINEER reasonable advance notice of intended audits. (2) ENGINEER further agrees to include in all its subconsultant agreements hereunder a provision to the effect that the subconsultant agrees that the CITY shall, until the expiration of five (5) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subconsultant, involving transactions to the subcontract, and further, that the CITY shall have access during normal working hours to all subconsultant facilities, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with the provisions of this section together with subsection (3) hereof. CITY shall give subconsultant reasonable advance notice of intended audits. (3) ENGINEER and subconsultant agree to photocopy such documents as may be requested by the CITY. The CITY agrees to reimburse ENGINEER for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 281 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 6 of 17 J. INSURANCE (1) ENGINEER’S INSURANCE a. Commercial General Liability – the ENGINEER shall maintain commercial general liability (CGL) and, if necessary, commercial umbrella insurance with a limit of not less than $1,000,000.00 per each occurrence with a $2,000,000.00 aggregate. If such Commercial General Liability insurance contains a general aggregate limit, it shall apply separately to this PROJECT or location. i. The CITY shall be included as an additional insured with all rights of defense under the CGL, using ISO additional insured endorsement or a substitute providing equivalent coverage, and under the commercial umbrella, if any. This insurance shall apply as primary insurance with respect to any other insurance or self- insurance programs afforded to the CITY. The Commercial General Liability insurance policy shall have no exclusions or endorsements that would alter or nullify: premises/operations, products/completed operations, contractual, personal injury, or advertising injury, which are normally contained within the policy, unless the CITY specifically approves such exclusions in writing. ii. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the commercial general liability or commercial umbrella liability insurance maintained in accordance with this AGREEMENT. b. Business Auto – the ENGINEER shall maintain business auto liability and, if necessary, commercial umbrella liability insurance with a limit of not less than $1,000,000 each accident. Such insurance shall cover liability arising out of “any auto”, including owned, hired, and non-owned autos, when said vehicle is used in the course of the PROJECT. If the engineer owns no vehicles, coverage for hired or non-owned is acceptable. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the business auto liability or commercial umbrella liability insurance obtained by ENGINEER pursuant to this AGREEMENT or under any applicable auto physical damage coverage. c. Workers’ Compensation – ENGINEER shall maintain workers DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 282 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 7 of 17 compensation and employers liability insurance and, if necessary, commercial umbrella liability insurance with a limit of not less than $100,000.00 each accident for bodily injury by accident or $100,000.00 each employee for bodily injury by disease, with $500,000.00 policy limit. i. ENGINEER waives all rights against the CITY and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by workers compensation and employer’s liability or commercial umbrella insurance obtained by ENGINEER pursuant to this AGREEMENT. d. Professional Liability – ENGINEER shall maintain professional liability, a claims-made policy, with a minimum of $1,000,000.00 per claim and aggregate. The policy shall contain a retroactive date prior to the date of the AGREEMENT or the first date of services to be performed, whichever is earlier. Coverage shall be maintained for a period of 5 years following the completion of the AGREEMENT. An annual certificate of insurance specifically referencing this PROJECT shall be submitted to the CITY for each year following completion of the AGREEMENT. (2) GENERAL INSURANCE REQUIREMENTS a. Certificates of insurance evidencing that the ENGINEER has obtained all required insurance shall be attached to this AGREEMENT prior to its execution. b. Applicable policies shall be endorsed to name the CITY an Additional Insured thereon, subject to any defense provided by the policy, as its interests may appear. The term CITY shall include its employees, officers, officials, agents, and volunteers as respects the contracted services. c. Certificate(s) of insurance shall document that insurance coverage specified in this AGREEMENT are provided under applicable policies documented thereon. d. Any failure on part of the CITY to attach the required insurance documentation hereto shall not constitute a waiver of the insurance requirements. e. A minimum of thirty (30) days notice of cancellation or material change in coverage shall be provided to the CITY. A ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the respective Department Director (by name), City of Denton, 901 Texas Street, Denton, Texas 76209. DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 283 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 8 of 17 f. Insurers for all policies must be authorized to do business in the State of Texas and have a minimum rating of A:V or greater, in the current A.M. Best Key Rating Guide or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. g. Any deductible or self insured retention in excess of $25,000.00 that would change or alter the requirements herein is subject to approval by the CITY in writing, if coverage is not provided on a first-dollar basis. The CITY, at it sole discretion, may consent to alternative coverage maintained through insurance pools or risk retention groups. Dedicated financial resources or letters of credit may also be acceptable to the CITY. h. Applicable policies shall each be endorsed with a waiver of subrogation in favor of the CITY as respects the PROJECT. i. The CITY shall be entitled, upon its request and without incurring expense, to review the ENGINEER's insurance policies including endorsements thereto and, at the CITY's discretion; the ENGINEER may be required to provide proof of insurance premium payments. j. Lines of coverage, other than Professional Liability, underwritten on a claims-made basis, shall contain a retroactive date coincident with or prior to the date of the AGREEMENT. The certificate of insurance shall state both the retroactive date and that the coverage is claims-made. k. Coverages, whether written on an occurrence or claims-made basis, shall be maintained without interruption nor restrictive modification or changes from date of commencement of the PROJECT until final payment and termination of any coverage required to be maintained after final payments. l. The CITY shall not be responsible for the direct payment of any insurance premiums required by this AGREEMENT. m. Sub consultants and subcontractors to/of the ENGINEER shall be required by the ENGINEER to maintain the same or reasonably equivalent insurance coverage as required for the ENGINEER. When sub consultants/subcontractors maintain insurance coverage, ENGINEER shall provide CITY with documentation thereof on a certificate of insurance. K. Independent Consultant DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 284 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 9 of 17 The ENGINEER agrees to perform all services as an independent consultant and not as a subcontractor, agent, or employee of the CITY. The doctrine of respondeat superior shall not apply. L. Disclosure The ENGINEER acknowledges to the CITY that it has made full disclosure in writing of any existing conflicts of interest or potential conflicts of interest, including personal financial interest, direct or indirect, in property abutting the proposed PROJECT and business relationships with abutting property cities. The ENGINEER further acknowledges that it will make disclosure in writing of any conflicts of interest that develop subsequent to the signing of this AGREEMENT and prior to final payment under the AGREEMENT. M. Asbestos or Hazardous Substances (1) If asbestos or hazardous substances in any form are encountered or suspected, the ENGINEER will stop its own work in the affected portions of the PROJECT to permit testing and evaluation. (2) If asbestos or other hazardous substances are suspected, the CITY may request the ENGINEER to assist in obtaining the services of a qualified subcontractor to manage the remediation activities of the PROJECT. N. Permitting Authorities - Design Changes If permitting authorities require design changes so as to comply with published design criteria and/or current engineering practice standards which the ENGINEER should have been aware of at the time this AGREEMENT was executed, the ENGINEER shall revise plans and specifications, as required, at its own cost and expense. However, if design changes are required due to the changes in the permitting authorities' published design criteria and/or practice standards criteria which are published after the date of this AGREEMENT which the ENGINEER could not have been reasonably aware of, the ENGINEER shall notify the CITY of such changes and an adjustment in compensation will be made through an amendment to this AGREEMENT. O. Schedule ENGINEER shall manage the PROJECT in accordance with the schedule developed per Attachment A to this AGREEMENT. P. Equal Opportunity (1) Equal Employment Opportunity: ENGINEER and ENGINEER’s agents shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 285 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 10 of 17 testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this AGREEMENT. (2) Americans with Disabilities Act (ADA) Compliance: ENGINEER and ENGINEER’s agents shall not engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. SECTION 5 Obligations of the City A. City-Furnished Data ENGINEER may rely upon the accuracy, timeliness, and completeness of the information provided by the CITY. B. Access to Facilities and Property The CITY will make its facilities accessible to the ENGINEER as required for the ENGINEER's performance of its services. The CITY will perform, at no cost to the ENGINEER, such tests of equipment, machinery, pipelines, and other components of the CITY's facilities as may be required in connection with the ENGINEER's services. The CITY will be responsible for all acts of the CITY's personnel. C. Advertisements, Permits, and Access Unless otherwise agreed to in the Scope of Services, the CITY will obtain, arrange, and pay for all advertisements for bids; permits and licenses required by local, state, or federal authorities; and land, easements, rights-of-way, and access necessary for the ENGINEER's services or PROJECT construction. D. Timely Review The CITY will examine the ENGINEER's studies, reports, sketches, drawings, specifications, proposals, and other documents; obtain advice of an attorney, insurance counselor, accountant, auditor, bond and financial advisors, and other consultants as the CITY deems appropriate; and render in writing decisions required by the CITY in a timely manner in accordance with the PROJECT schedule prepared in accordance with Attachment A. E. Prompt Notice The CITY will give prompt written notice to the ENGINEER whenever CITY observes or becomes aware of any development that affects the scope or timing of the ENGINEER's DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 286 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 11 of 17 services or of any defect in the work of the ENGINEER or construction contractors. F. Asbestos or Hazardous Substances Release. (1) CITY acknowledges ENGINEER will perform part of the work at CITY's facilities that may contain hazardous materials, including asbestos containing materials, or conditions, and that ENGINEER had no prior role in the generation, treatment, storage, or disposition of such materials. In consideration of the associated risks that may give rise to claims by third parties or employees of City, City hereby releases ENGINEER from any damage or liability related to the presence of such materials. (2) The release required above shall not apply in the event the discharge, release or escape of hazardous substances, contaminants, or asbestos is a result of ENGINEER’s negligence or if ENGINEER brings such hazardous substance, contaminant or asbestos onto the PROJECT. G. Contractor Indemnification and Claims The CITY agrees to include in all construction contracts the provisions of Article IV.E. regarding the ENGINEER's Personnel at Construction Site, and provisions providing for contractor indemnification of the CITY and the ENGINEER for contractor's negligence. H. Contractor Claims and Third-Party Beneficiaries (1) The CITY agrees to include the following clause in all contracts with construction contractors and equipment or materials suppliers: "Contractors, subcontractors and equipment and materials suppliers on the PROJECT, or their sureties, shall maintain no direct action against the ENGINEER, its officers, employees, and subcontractors, for any claim arising out of, in connection with, or resulting from the engineering services performed. Only the CITY will be the beneficiary of any undertaking by the ENGINEER." (2) This AGREEMENT gives no rights or benefits to anyone other than the CITY and the ENGINEER and there are no third-party beneficiaries. (3) The CITY will include in each agreement it enters into with any other entity or person regarding the PROJECT a provision that such entity or person shall have no third-party beneficiary rights under this AGREEMENT. (4) Nothing contained in this Section H. shall be construed as a waiver of any right the CITY has to bring a claim against ENGINEER. I. CITY's Insurance DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 287 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 12 of 17 (1) The CITY may maintain property insurance on certain pre-existing structures associated with the PROJECT. (2) The CITY may secure Builders Risk/Installation insurance at the replacement cost value of the PROJECT. The CITY may provide ENGINEER a copy of the policy or documentation of such on a certificate of insurance. J. Litigation Assistance The Scope of Services does not include costs of the ENGINEER for required or requested assistance to support, prepare, document, bring, defend, or assist in litigation undertaken or defended by the CITY. In the event CITY requests such services of the ENGINEER, this AGREEMENT shall be amended or a separate agreement will be negotiated between the parties. K. Changes The CITY may make or approve changes within the general Scope of Services in this AGREEMENT. If such changes affect the ENGINEER's cost of or time required for performance of the services, an equitable adjustment will be made through an amendment to this AGREEMENT with appropriate CITY approval. SECTION 6 General Legal Provisions A. Authorization to Proceed ENGINEER shall be authorized to proceed with this AGREEMENT upon receipt of a written Notice to Proceed from the CITY. B. Reuse of Project Documents All designs, drawings, specifications, documents, and other work products of the ENGINEER, whether in hard copy or in electronic form, are instruments of service for this PROJECT, whether the PROJECT is completed or not. Reuse, change, or alteration by the CITY or by others acting through or on behalf of the CITY of any such instruments of service without the written permission of the ENGINEER will be at the CITY's sole risk. The CITY shall own the final designs, drawings, specifications and documents. DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 288 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 13 of 17 C. Force Majeure The ENGINEER is not responsible for damages or delay in performance caused by acts of God, strikes, lockouts, accidents, or other events beyond the control of the ENGINEER that prevent ENGINEER’s performance of its obligations hereunder. D. Termination (1) This AGREEMENT may be terminated: a. by the City for its convenience upon 30 days' written notice to ENGINEER. b. by either the CITY or the ENGINEER for cause if either party fails substantially to perform through no fault of the other and the nonperforming party does not commence correction of such nonperformance within 5 days’ written notice or thereafter fails to diligently complete the correction. (2) If this AGREEMENT is terminated for the convenience of the City, the ENGINEER will be paid for termination expenses as follows: a. Cost of reproduction of partial or complete studies, plans, specifications or other forms of ENGINEER'S work product; b. Out-of-pocket expenses for purchasing electronic data files and other data storage supplies or services; c. The time requirements for the ENGINEER'S personnel to document the work underway at the time of the CITY'S termination for convenience so that the work effort is suitable for long time storage. (3) Prior to proceeding with termination services, the ENGINEER will submit to the CITY an itemized statement of all termination expenses. The CITY'S approval will be obtained in writing prior to proceeding with termination services. E. Suspension, Delay, or Interruption to Work The CITY may suspend, delay, or interrupt the services of the ENGINEER for the convenience of the CITY. In the event of such suspension, delay, or interruption, an equitable adjustment in the PROJECT's schedule, commitment and cost of the ENGINEER's personnel and subcontractors, and ENGINEER's compensation will be made. DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 289 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 14 of 17 F. Indemnification IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE SECTION 271.904, THE ENGINEER SHALL INDEMNIFY OR HOLD HARMLESS THE CITY AGAINST LIABILITY FOR ANY DAMAGE COMMITTED BY THE ENGINEER OR ENGINEER’S AGENT, CONSULTANT UNDER CONTRACT, OR ANOTHER ENTITY OVER WHICH THE ENGINEER EXERCISES CONTROL TO THE EXTENT THAT THE DAMAGE IS CAUSED BY OR RESULTING FROM AN ACT OF NEGLIGENCE, INTENTIONAL TORT, INTELLECTUAL PROPERTY INFRINGEMENT, OR FAILURE TO PAY A SUBCONTRACTOR OR SUPPLIER. CITY IS ENTITLED TO RECOVER ITS REASONABLE ATTORNEY’S FEES IN PROPORTION TO THE ENGINEER’S LIABILITY. G. Assignment Neither party shall assign all or any part of this AGREEMENT without the prior written consent of the other party. H. Jurisdiction The law of the State of Texas shall govern the validity of this AGREEMENT, its interpretation and performance, and any other claims related to it. The venue for any litigation related to this AGREEMENT shall be Denton County, Texas. I. Severability and Survival If any of the provisions contained in this AGREEMENT are held for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision, and this AGREEMENT shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. Sections 5.F., 6.B., 6.D., 6.F., 6.H., and 6.I. shall survive termination of this AGREEMENT for any cause. J. Observe and Comply ENGINEER shall at all times observe and comply with all federal and State laws and regulations and with all City ordinances and regulations which in any way affect this AGREEMENT and the work hereunder, and shall observe and comply with all orders, laws ordinances and regulations which may exist or may be enacted later by governing bodies having jurisdiction or authority for such enactment. No plea of misunderstanding or ignorance thereof shall be considered. ENGINEER AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS CITY AND ALL OF ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL CLAIMS OR LIABILITY ARISING OUT OF THE VIOLATION OF ANY SUCH ORDER, LAW, ORDINANCE, OR REGULATION, WHETHER IT BE BY ITSELF OR ITS EMPLOYEES. DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 290 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 15 of 17 K. Immigration Nationality Act ENGINEER shall verify the identity and employment eligibility of its employees who perform work under this AGREEMENT, including completing the Employment Eligibility Verification Form (I-9). Upon request by CITY, ENGINEER shall provide CITY with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this AGREEMENT. ENGINEER shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any ENGINEER employee who is not legally eligible to perform such services. ENGINEER SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY ENGINEER, ENGINEER’S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. CITY, upon written notice to ENGINEER, shall have the right to immediately terminate this AGREEMENT for violations of this provision by ENGINEER. L. Prohibition On Contracts With Companies Boycotting Israel ENGINEER acknowledges that in accordance with Chapter 2270 of the Texas Government Code, CITY is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this AGREEMENT, ENGINEER certifies that ENGINEER’S signature provides written verification to the CITY that ENGINEER: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the AGREEMENT. Failure to meet or maintain the requirements under this provision will be considered a material breach. M. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this AGREEMENT, ENGINEER certifies that ENGINEER’S signature provides written verification to the CITY that ENGINEER, pursuant to Chapter 2252, is not ineligible to enter into this AGREEMENT and will not become ineligible to receive payments under this AGREEMENT by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. N. Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 291 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 16 of 17 unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. O. Agreement Documents This AGREEMENT, including its attachments and schedules, constitutes the entire AGREEMENT, which supersedes all prior written or oral understandings, and may only be changed by a written amendment executed by both parties. This AGREEMENT may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute but one and the same instrument. The following attachments and schedules are hereby made a part of this AGREEMENT: Attachment A - Scope of Services, Compensation, Project Schedule, Location Map These documents make up the AGREEMENT documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the AGREEMENT documents, the inconsistency or conflict shall be resolved by giving precedence first to the written AGREEMENT then to the AGREEMENT documents in the order in which they are listed above. Duly executed by each party’s designated representative to be effective on the date subscribed by the City Manager. DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 292 City of Denton, Texas Standard Agreement for Engineering Related Design Services Revised Date: 9/6/18 Page 17 of 17 BY: CITY OF DENTON, TEXAS BY: ENGINEER City Manager Date:__________________ STEARNS, CONRAD AND SCHMIDT CONSULTING ENGINEERS, INC., dba SCS ENGINEERS Ryan Kuntz, P.E. Vice President/Project Director Date:____________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _________________________ Signature _________________________ Title _________________________ Department Date Signed: ______________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY By: ATTEST: CITY SECRETARY By:______________________________ _______________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 7/29/2020 2020-650899 7/30/2020 Solid Waste and REcycling Department Solid Waste Director 293 1901 Central Drive, Suite 550 Bedford, Texas | 817-571-2288 | eFax 817-571-2188 Environmental Consulting & Contracting June 25, 2020, revised July 6, 2020 Proposal No. 160104220 Mr. Randall Morris (sent via email) Landfill Manager City of Denton 1527 S. Mayhill Road Denton, Texas 76208 Re: Proposal for Engineering Design and Bid-Support Services Perimeter LFG Header, Perimeter Road, and Waterline Extension City of Denton Landfill Dear Randall: Per your request, SCS Engineers is pleased to present this proposal to you for engineering design, including preparation of construction plans, technical specifications and bid documents, and bid- support services for the extension of the perimeter landfill gas (LFG) collection header, perimeter road, and waterline. The extension of these features will generally occur between the north side of Unit 1 of the landfill (east of the landfill scale house) and east side of Unit 1, as described in further detail in our scope of services below. Based on our understanding of the project objectives we have developed the following scope of services. This approach will provide the City with professional engineering services in the areas of design and project bidding to qualified contractors. As discussed, following completion of the 90 percent construction plans and specifications, SCS will provide a separate proposal for construction-phase engineering and construction quality assurance (CQA) services suggested for the project. SCOPE OF SERVICES This scope of services includes the preparation of the construction plans, specifications, and bid documents and performance of bid-support services required for the project. This scope of services has been separated into the following tasks: 1. Conceptual Layout and Project Planning Meeting; 2. Soil Analysis of Available Borrow Source(s); 3. Engineering Design and Preparation of Construction Plans; 4. Technical Specifications and Bid Documents; 5. Engineer’s Estimate of Probable Construction Cost (including a budgetary estimate and a construction opinion of probable construction cost); and 6. Bid-support services. ATTACHMENT ADocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 294 Mr. Randall Morris June 25, 2020, revised July 6, 2020 Page 2 M:\BD\Proposals\Denton\2020\160104220 Header_Road Extension\P2020.07.06_Denton_Header, Road, and Water Line Design & Bid-Support r1.DOCX Based on discussion with you onsite on June 11, 2020, we understand that the proposed work should include the following design elements for preparation of the construction plans, specifications, and bid documents:  LFG Header: Approximate 4,600-foot extension of the existing 18-inch high-density polyethylene (HPDE) perimeter header from the existing termination, near the old entrance facility located on the southeast corner of Cell 5, to the existing blower/flare facility on the north side of Unit 1 of the landfill. As described in Task 2, SCS will confirm the header size needed for conveyance of the potential LFG recovery from Unit 1. The header extension will also include extension of the air supply line and condensate forcemain; necessary condensate sumps; and necessary future LFG collection system connection points.  Waterline: Approximate 2,600-foot extension of existing 6-inch waterline from the existing wheel wash facility to the location of a future wheel wash facility located south of the East Pond (current container storage area). As part of this project, the existing wheel wash facility will be demolished and scrapped, including the following:  Remove concrete pits and ramps, and backfill with structural fill;  Removal/demolishing of electrical; and  Removal/disposal of non-potable water.  Perimeter Road: Approximate 4,200-foot extension of existing concrete perimeter road, east of the scale house and north of the perimeter drainage channel, to the existing perimeter road for access of the top deck of the landfill on the northeast corner of Cell 5. The perimeter road extension will be comprised of a 40-foot wide paved road. As part of this portion of the project, the following will be performed:  Design upgrades to the existing perimeter drainage system, including modifications/relocation of ditches, culverts, etc. and confirm East Pond size and storage requirements for consistency with the pending permit amendment application.  Provide guidance to City for relocation of existing power poles, as needed, which will be performed by City.  Design around and protection for existing gas monitoring probes and groundwater monitoring wells by either relocating, as necessary, or retrofit for below-grade monitoring for traffic rated lids Based on our discussions with you, it our understanding that the City wants the proposed construction project to be covered under one (1) set of construction plans, specifications, and bid documents. Task 1 – Conceptual Layout and Project Planning Meeting This task includes preparation of a conceptual layout for the project design to be verified with the City during an onsite project planning meeting. Prior to the project planning meeting, SCS will review available documents in our files and provide a request to the City for any necessary files needed for preparation of the engineering design and construction plans. Following receipt of requested files, SCS will prepare a conceptual layout plan including the following: DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 295 Mr. Randall Morris June 25, 2020, revised July 6, 2020 Page 3 M:\BD\Proposals\Denton\2020\160104220 Header_Road Extension\P2020.07.06_Denton_Header, Road, and Water Line Design & Bid-Support r1.DOCX  Proposed alignment of the header, waterline, and road extensions;  Proposed locations for header condensate sumps, pipe valves (header and water line), and future LFG collection system tie-in locations;  Potential drainage modifications that will be required; and  Pavement options for the perimeter road. Following development of the conceptual layout plan, SCS will meet with the City to perform a project planning meeting. The objective of this meeting will be to confirm the various design elements of the project prior to performing the engineering design and preparation of construction plans. As such, during this meeting SCS will discuss and confirm the design elements of the project, including but not limited to, perimeter road width and pavement options; pipe sizing (header and waterline); proposed alignment of header, waterline, and perimeter road; location for various tie-ins and terminations of each feature; modifications and/or relocation of existing drainage features; geotechnical considerations; location of soil borrow sources; impacts to traffic near the landfill entrance during construction, future wheel wash requirements, etc. Following the meeting, SCS will provide the City with meeting notes documenting the action items for inclusion into the construction plans, specifications, and bid documents for the project. This proposed process will assist SCS in confirming specifics for the project and minimize the City’s time and effort during the design stage while providing a successful project that meets the needs and requirements of the City. Task 2 – Soil Analysis of Available Borrow Source(s) This task includes soil analysis of available borrow source(s) that may be used during the construction of the perimeter road, including evaluating any necessary subgrade treatment needed due to vehicle loading requirements, i.e., lime treatment or incorporation of geosynthetics (geogrid, woven geotextile, etc.). The objective of this task will be to prequalify the available soil ahead of construction and will be conducted during performance of Task 3 (engineering design and preparation of construction plans). As such, following confirming the location of the available borrow sources, SCS will develop a test pit program to evaluate the available soil for use on the project. An SCS employee will collect soil samples from up to ten (10) locations throughout the available borrow source(s). Our fee estimate for this effort assumes that the City will provide an excavator and operator to assist in collecting these soil samples. Representative samples will be collected from each test pit location. The following tests will be performed with the number of tests identified in the table below:  Gradation to P-200 (ASTM D422);  Gradation with Hydrometer to 0.002 mm (ASTM D422);  Atterberg limits (ASTM D4318);  Standard Proctor (ASTM D698);  California Bearing Ratio (CBR, ASTM D1883)  Unconfined Compressive Strength Test (ASTM D2166), with 3-point Lime Addition All 10 samples collected will be tested for gradation to P-200 and Atterberg limits. Based on the soil classification and clay content of each sample, SCS will select up to 5 samples for testing the remainder of the properties indicated above. Following completion of the field analysis and laboratory testing. SCS will prepare a short memorandum documenting sample locations, test pit logs and sample depths, and laboratory test results. SCS will use the results of the above testing program to DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 296 Mr. Randall Morris June 25, 2020, revised July 6, 2020 Page 4 M:\BD\Proposals\Denton\2020\160104220 Header_Road Extension\P2020.07.06_Denton_Header, Road, and Water Line Design & Bid-Support r1.DOCX provide recommendations for pavement design options for use in the preparation of the construction plans. The following table includes our unit rates for perform this task. Description Quantity Unit Rate per Unit Cost Project Engineer II 12 Hour $135.00 $1,620.00 Associate Staff Engineer 16 Hour $100.00 $1,600.00 Gradation to P-200 10 Each $30.00 $300.00 Gradation with Hydrometer to 0.002 mm 5 Each $105.00 $525.00 Atterberg Limits 10 Each $30.00 $300.00 Standard Proctor 5 Each $150.00 $750.00 California Bearing Ratio 5 Each $315.00 $1,575.00 Unconfined Compressive Strength 5 Each $265.00 $1,325.00 Supplies/Shipping 1 Lump Sum $1,000.00 $1,000.00 TASK 2 TOTAL $8,995.00 Task 3 – Engineering Design and Preparation of Construction Plans This task includes the engineering design and preparation of the construction plans required for the project. The information gathered during our project planning meeting (Task 1), will serve as the basis for the engineering design and preparation of the construction plans. Engineering Design. This subtask provides the overall engineering design necessary for preparation of the construction plans for the project. The overall design will comply with the Landfill’s permit; as well as federal, state, and local rules and regulations. As such, SCS currently anticipates the development of the construction plans with the following design elements:  Layout and Alignment – the alignment will be confirmed during our project planning meeting. Following confirmation of the alignment of the various features, SCS will evaluate the following:  LFG Header: locations for condensate sumps, isolation valves, and future LFG collection system tie-in locations.  Waterline: confirm and evaluate material type and size based on pressure and flow requirements for the future wheel wash facility.  Haul Road: soil requirements (excavation and backfill) required for the selected road alignment. Additionally, the impacts to existing and proposed perimeter storm water management system will be confirmed.  Haul Road Pavement – SCS will evaluate various pavement options (i.e., concrete, asphalt, gravel, cement stabilized base, etc.), include longevity, cost, and maintenance considerations. It is understood that this road will be used by and rated for both collection vehicles and off- DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 297 Mr. Randall Morris June 25, 2020, revised July 6, 2020 Page 5 M:\BD\Proposals\Denton\2020\160104220 Header_Road Extension\P2020.07.06_Denton_Header, Road, and Water Line Design & Bid-Support r1.DOCX road landfill equipment. Additionally, consideration will be given for equipment access to the landfill equipment maintenance facility.  Pipe Sizing (LFG header and waterline) – As indicated above, SCS will confirm the material and pipe sizing requirements for the waterline. Additionally, SCS is currently evaluating the options for beneficial-use of the LFG, under a separate authorization. As part of this effort, SCS will be confirm the LFG header sizing required for the full buildout of the LFG system in Unit 1 of the landfill. As such, SCS will use this information to confirm that the construction plans adequately reflect the required header size for extension proposed for this project.  Modifications and/or Relocation Drainage Features – Based on the selected road alignment, SCS will design any necessary modifications and/or relocations of existing drainage features, including culverts, drainage channels, ponds, etc. SCS will also confirm that the proposed perimeter road design accommodates the installation of future drainage features in accordance with the pending permit amendment application. All drainage features will be sized to convey the 25-year, 24-hour storm event consistent with TCEQ regulations. Our fee estimate assumes that fill within the 100-year floodplain will not be required, unless previously approved by the landfill permit application, and that modification of the 100-year flood will not be required (including modeling or authorization requests, i.e., CLOMR and LOMR) as a result of the proposed perimeter road alignment. If modifications to the 100-year floodplain are required, any necessary modeling or authorization requests can be provided as an additional service.  Soil Stockpiles and Construction Water – SCS will evaluate the amount of soil that will be required for construction, and confirm acceptable locations for soil borrow areas (see Task 2). Also, SCS will discuss with the City sources of water that will be needed for achieving compaction of structural fill for perimeter road construction.  Survey Control – The construction plans will be developed with horizontal and vertical control needed to construct. Horizontal control will be based on the state plane coordinate system currently being used at the landfill. Vertical control will be established from permanent control monuments previously established at the landfill. SCS assumes that any additional survey information needed for development of the construction plans will be provided by the City. Construction Plans. SCS will prepare the one (1) set of construction plans required for the project. Based on our understanding of the project objectives, the following construction plans will be developed for the project: • Cover Sheet • General Notes • Existing Conditions Plan • Site Layout Plan (up to three drawings) • Wheel Wash and Old Scale House Demolition Plan • Plan/Profile Sheets for Header and Haul Road Extensions (up to eight drawings) • Haul Road Details (proposed section, tie-in, and termination details; up to two drawings) • Storm Water Drainage Details (up to two drawings) • LFG Header and Waterline Details (up to three drawings) • Construction Survey Control DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 298 Mr. Randall Morris June 25, 2020, revised July 6, 2020 Page 6 M:\BD\Proposals\Denton\2020\160104220 Header_Road Extension\P2020.07.06_Denton_Header, Road, and Water Line Design & Bid-Support r1.DOCX SCS will submit construction plans to the City for review at 90 percent completion. Following submittal of the 90 percent drawing set, SCS will meet with the City to discuss the contents of the plans. Following the 90 percent completion review, SCS will incorporate the final modifications and sign/seal the documents by a Professional Engineer registered in the State of Texas. Any other design reviews can be provided as an additional service. Task 4 – Technical Specifications and Bid Documents SCS will prepare one (1) set of technical specifications and bid documents for the project. Bid documents will be developed based on the City’s standards (Division 0), as provided by the City, including but not limited to bid advertisement, information to bidders, general and special conditions, bonds, etc. The necessary technical specifications will be developed using SCS’ standards for General Requirements (Division 1) and materials and work required for the project (Division 2 through Division 16). Bid items will be clearly identified during preparation of the specifications. SCS specifications will be developed to be compatible with applicable industry standards (American Society of Testing and Materials [ASTM], American Concrete Institute, etc.). It is anticipated that the following Division 2 through Division 16 technical specifications will be incorporated into this project: • Clearing and Grubbing • Excavation, Backfill, Fill, and Grading • Aggregates • Geotextiles (Woven Geotextile, Geogrid, etc., as applicable) • Erosion and Sedimentation Controls • Erosion Control Blanket • Seed, mulch, and fertilizer • Concrete or Asphalt (as applicable) • Reinforced Concrete Pipe and/or Box Culverts • HDPE Pipe, Fittings, and Valves • Condensate Management System SCS will prepare the technical specifications and bid documents concurrently with the construction plans (Task 2). At 90 percent completion, we will present the technical specifications and bid documents for the City’s review along with the construction plans. Following the 90 percent completion review, SCS will incorporate the final modifications and sign/seal the documents by a Professional Engineer registered in the State of Texas. Task 5 – Engineer’s Estimate of Probable Cost of Construction SCS will perform the necessary quantity take-offs for bid items included in the project. SCS will provide an engineer’s estimate of probable cost of construction, which will be supported by our quantity take- offs for each bid item. SCS will prepare an engineer’s estimate following confirming the conceptual layout and details (i.e., following the project planning meeting, see Task 1) for the City’s budgeting purposes and at 90 percent completion for review and comment along with the construction plans, specifications, and bid documents (Tasks 2 and 3). Following the City’s review, SCS will incorporate DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 299 Mr. Randall Morris June 25, 2020, revised July 6, 2020 Page 7 M:\BD\Proposals\Denton\2020\160104220 Header_Road Extension\P2020.07.06_Denton_Header, Road, and Water Line Design & Bid-Support r1.DOCX the final modifications into the estimate and provide a final estimate at the completion of the construction plans, specifications, and bid documents. Task 6 – Bid-Support Services This task includes bid-support services during the advertisement and award-phase of the construction project. SCS will provide the following support services to the City during this task: • Assist the City during advertisement for bid, including development of the invitation for bid as well as notification to Contractors experienced with this type of construction project. • Assist or perform, at the discretion of the City, the distribution of the Bid Documents to interested Contractors through “E-Bid Denton County.” • SCS will conduct and participate in a pre-bid meeting, which we recommend be mandatory for bidders. • Respond to technical questions or requests-for-clarification on the construction plans, technical specifications, and bid documents on E-Bid Denton County. • Issue addenda, if required, to all contractors who attend the pre-bid conference and are on the plan holders list (our fee estimate assumes issuance of up to one addendum). After the bid opening, SCS will review and tabulate the bid submittals, identify the apparent low bidder, evaluate the qualifications of the low bidder, and make a recommendation of award of contract. PROPOSED FEE AND SCHEDULE SCS’ proposed fees for the above scope of services are provided in the table below. Additionally, SCS proposes to perform each task on either a lump sum or time-an-material (T&M) basis as indicated in the table below. Our current fee schedule is attached. PROPOSED FEES Task No. Task Title Proposed Fee Billing Basis 1 Conceptual Layout and Project Planning Meeting $5,400.00 Lump Sum 2 Soil Analysis of Available Borrow Source(s) $8,995.00 T&M 3 Engineering Design and Preparation of Construction Plans $38,500.00 Lump Sum 4 Technical Specifications and Bid Documents $6,500.00 Lump Sum 5 Engineer’s Estimate and Probable Construction Costs $4,750.00 Lump Sum 6 Bid-Support Services $5,500.00 T&M Project Total: $69,645.00 The following includes a preliminary schedule for completion of the work:  Task 1 – 2 weeks following notice to proceed.  Task 2 – 2 weeks following completion of Task 1. DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 300 Mr. Randall Morris June 25, 2020, revised July 6, 2020 Page 8 M:\BD\Proposals\Denton\2020\160104220 Header_Road Extension\P2020.07.06_Denton_Header, Road, and Water Line Design & Bid-Support r1.DOCX  Tasks 3 and 4 – 90% submittals 12 weeks following completion of Task 1.  Task 5 – Initial cost estimate submittal 2 weeks following completion of Task 1, and 90% submittal 10 weeks following completion of Task 1.  Tasks 3, 4, and 5 – final submittals will be provided 2 weeks following receipt of City comments.  Task 6 – anticipated 3 month duration. CLOSING We appreciate this opportunity to provide this proposal to you. If you have any questions, please contact Ryan Kuntz, P.E. at (817) 358-6117. Sincerely, Brett DeVries, Ph.D., P.E. Ryan Kuntz, P.E. Project Engineer Vice President/Satellite Office Manager SCS ENGINEERS SCS ENGINEERS TBPE Registration No. F-3407 DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 301 SCS ENGINEERS FEE SCHEDULE (Effective April 1, 2020 through March 31, 2021) Rate/Hour ($) Business Unit Director ........................................................................ 230 Project Advisor ..................................................................................... 220 Satellite Office Manager ..................................................................... 220 Project Director II .............................................................................. 210 Project Director I ................................................................................. 195 Project Manager II ............................................................................. 175 Project Manager I .............................................................................. 165 CQA Manager ....................................................................................... 160 Senior Project Professional ................................................................ 160 Project Professional II ......................................................................... 135 Project Professional I .......................................................................... 130 Sr. Staff Professional ………………………………………………... 120 Staff Professional II ........................................................................... 115 Staff Professional I ............................................................................ 110 Associate Staff Professional ............................................................... 100 CAD Designer ....................................................................................... 125 CAD Draftsperson ................................................................................ 80 Office Service Manager ....................................................................... 105 Secretarial/Clerical ............................................................................. 75 Sr. Technician ...................................................................................... 100 Technician ............................................................................................ 90 CQA Technician .................................................................................... 70 1. The hourly rates are effective through March 31, 2021. Work performed thereafter is subject to a new Fee Schedule issued for the period beginning April 1, 2021. Consistent with federal regulations, a factor of 150% will be applied to overtime hours for field personnel. 2. The above rates include salary, overhead, administration, and profit. Other direct expenses, such as analyses of air, water and soil samples, reproduction, travel, subsistence, subcontractors, long distance telephone, computers, etc., are billed at actual cost plus 15 percent. Vehicle mileage is billed at $0.66 per mile for autos and $0.76 per mile for company trucks. Daily rates apply on long-term projects. 3. Invoices will be prepared monthly for work in progress unless otherwise agreed. Invoices are due and payable upon receipt. 4. Payment of SCS Invoices for services performed will not be contingent upon the client's receipt of payment from other parties, unless otherwise agreed. Client agrees to pay legal costs, including attorney's fees, incurred by SCS in collecting any amount past due and owing on client's account. 5. For special situations, such as expert court testimony and limited consultation, hourly rates for principals of the firm will be on an individually-negotiated basis. DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 302 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: E17121B2-DE71-40B3-8F7A-C295803760C5 CIQ STEARNS,CONRAD AND SCHMIDT CONSULTING ENGINEERS INC dba SCS ENGINEERS 7/29/2020 X X Not applicable X X N/A 303 Certificate Of Completion Envelope Id: E17121B2DE7140B38F7AC295803760C5 Status: Sent Subject: Please DocuSign: City Council Contract 7109-011 Gas Header, Water Line and Road Design Source Envelope: Document Pages: 28 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 7/23/2020 3:36:04 PM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 7/23/2020 3:44:20 PM Viewed: 7/23/2020 3:45:02 PM Signed: 7/23/2020 3:49:37 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: 198.49.140.10 Sent: 7/23/2020 3:49:40 PM Viewed: 7/23/2020 4:19:39 PM Signed: 7/23/2020 4:20:18 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: 198.49.140.104 Sent: 7/23/2020 4:20:19 PM Viewed: 7/23/2020 4:26:20 PM Signed: 7/23/2020 4:26:42 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ryan Kuntz rkuntz@scsengineers.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 99.103.207.251 Sent: 7/23/2020 4:26:44 PM Viewed: 7/29/2020 4:58:26 PM Signed: 7/29/2020 5:13:24 PM Electronic Record and Signature Disclosure: Accepted: 7/29/2020 4:58:26 PM ID: 489780a3-d69f-48e7-8c59-389fa7d501a6 304 Signer Events Signature Timestamp Brian Boerner brian.boerner@cityofdenton.com Director of Solid Waste Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 38.65.73.242 Sent: 7/29/2020 5:13:27 PM Resent: 7/30/2020 9:40:19 AM Viewed: 7/30/2020 12:19:57 PM Signed: 7/30/2020 12:21:48 PM Electronic Record and Signature Disclosure: Accepted: 7/30/2020 12:19:57 PM ID: 57318346-cf38-4e66-88a4-355aa50e9592 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 7/30/2020 12:21:51 PM 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 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: 7/23/2020 3:49:40 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 7/30/2020 12:21:51 PM 305 Carbon Copy Events Status Timestamp Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Arturo Garcia Arturo.Garcia@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 7/30/2020 12:21:51 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure 306 ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Ryan Kuntz, Brian Boerner, Todd Hileman 307 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1517,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,a Texas home-rule municipal corporation,authorizing the approval of a third amendment to a Professional Services Agreement between the City of Denton and GL PwrSolutions Inc.,amending the contract approved by City Council on February 5,2013,in the not-to-exceed amount of $857,469.06;amended by Amendment 1 approved by the City Manager;amended by Amendment 2 approved by the City Council;said third amendment to continue to provide compliance,studies,modeling,and other professional services for Denton Municipal Electric’s transmission and generation assets as required by regulatory agencies including the Federal Energy Regulatory Commission (FERC),North American Electric Reliability Corporation (NERC),Texas Reliability Entity (TRE),and the Electric Reliability Council of Texas (ERCOT);providing for the expenditure of funds therefor;and providing an effective date (File 5148 - providing for an additional third amendment expenditure amount not-to-exceed $284,259,with the total contract amount not-to-exceed $2,253,668.14). The Public Utilities Board recommends approval (4 - 0). City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™310 City of Denton __________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement and Compliance ACM: David Gaines DATE: August 18, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, a Texas home-rule municipal corporation, authorizing the approval of a third amendment to a Professional Services Agreement between the City of Denton and GL PwrSolutions Inc., amending the contract approved by City Council on February 5, 2013, in the not-to-exceed amount of $857,469.06; amended by Amendment 1 approved by the City Manager; amended by Amendment 2 approved by the City Council; said third amendment to continue to provide compliance, studies, modeling, and other professional services for Denton Municipal Electric’s transmission and generation assets as required by regulatory agencies including the Federal Energy Regulatory Commission (FERC), North American Electric Reliability Corporation (NERC), Texas Reliability Entity (TRE), and the Electric Reliability Council of Texas (ERCOT); providing for the expenditure of funds therefor; and providing an effective date (File 5148 – providing for an additional third amendment expenditure amount not-to-exceed $284,259, with the total contract amount not-to-exceed $2,253,668.14). The Public Utilities Board recommends approval (4 - 0). INFORMATION/BACKGROUND As a transmission owner/operator, transmission planner, and a generation owner, Denton Municipal Electric (DME) is required to adhere to regulatory protocols, requirements, and standards from FERC, NERC, TRE, and ERCOT to develop annual transmission planning studies such as the FERC 715 study, perform modeling information on an weekly basis, coordinate transmission system changes with each ERCOT modeling group and other electric utilities, attend ERCOT working group meetings, and prepare additional studies as needed. DME is also obligated to review projects proposed by other utilities and generation entities. GL PWR Solutions Inc. currently provides these professional services under contract 5148. The remaining funding on this contract allows GL PWR Solutions Inc. to start the required studies and modeling related to transmission compliance requirements for 2021, but there is insufficient funding to complete these tasks. The deadline for several activities is approaching. Since timing is important, the requested amendment to utilize GL PWR Solutions, Inc. will allow DME to complete the FERC 715 study and modeling submissions before their deadline. DME must meet deadlines for all submissions to avoid being in violation of NERC, ERCOT, and TRE requirements. DME does not possess all the software and training necessary to complete the requirements. The third amendment will provide funding necessary to complete these activities for 2021. DME does intend to complete the RFQ process for a new contract for 2022 and beyond. A summary of how the City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 311 amendment estimate was constructed is included in the proposal attached as Exhibit 1. Amendment #1 added funding to perform studies related to the Denton Energy Center and amendment #2 added funding to extend services for 3 years. The annual FERC, NERC, TRE, and ERCOT requirements that are in effect currently are: • Preparation of the FERC 715 Annual Transmission Assessment (detailed evaluation of transmission performance for a five-year period and development of solutions that will resolve all NERC or ERCOT performance standard violations that were discovered in the analyses). • Preparation of the ERCOT Annual Steady State Working Group Data Sets (The Data Set consists of the transmission computer models for eight seasonal cases for the first future year and consists of the transmission computer models for future years two through six, which requires a total of seven additional cases.). • Preparation of the ERCOT System Protection Working Group present and future year short circuit cases (preparation of five short circuit models). • Submission of dynamics data in response to requests from the ERCOT Dynamics Working Group. • Preparation and maintenance of a Geomagnetic Disturbance Model. This requirement was added in 2016. • Review and verify the ERCOT loss factor calculations • Review and update ERCOT contingency definitions • Review and update the ERCOT Data Dictionary (definition of all busses in the ERCOT power system model) • Response to inquiries and requests for information from ERCOT and any of their working groups related to modeling issues. • Coordination of planned transmission system projects with adjacent transmission owners to include review of system protection plans and changes. • Coordinate discussions with other utilities for transmission planning to ensure that projects proposed will provide the best benefit to all transmission owners in the area and represent the best solutions for resolving performance issues for all transmission service providers. • Preparation of project approval documentation for ERCOT regional planning group and ERCOT submissions. • Preparation of reports and documentation in response to ERCOT, NERC, TRE, or other utility inquiries. • Attendance at meetings to assist and represent DME including participation in conference calls. • Perform such follow up analysis as needed by DME to fully define project requirements. • Preparation of Facility Interconnection Studies for submission to ERCOT for any generation interconnection requests received including preparation of responses to any questions received from market participants. (Generation Interconnection Requests are infrequent occurrences but must be responded to when received. DME is working on concluding evaluation of the interconnection request for the Denton Energy Center at this time.) GL PWR Solutions has provided the above listed services for DME since November of 2010. The knowledge base that they have acquired and the computer data that has been assembled by GL PWR Solutions for the studies and ERCOT submissions since that time builds experience and understanding with the DME transmission system and provides great advantage for the future evaluations and modeling that must be completed. All the services proposed to be obtained from GL PWR Solutions are related and require much of the same data, files, knowledge, and expertise. Making use of a single entity to 312 address all the requirements stated above, and leveraging the knowledge and data assembled by GL PWR Solutions continues to be the most efficient use of resources. It should be noted that FERC, ERCOT, and NERC requirements are “relatively” stable, but they are not static. Therefore, additional funding has been included that covers anticipated regulatory changes, the potential need for preparation of project approval submittals to ERCOT, the possibility that DME could require analytical or technical representation for proposals submitted by ERCOT or other utilities, preparation of generation interconnection requests should any be received, and for other analytical or compliance related support needs that may arise. Contract #5148 is structured to be billed on an hourly basis for work performed and does not obligate DME to provide work to fulfill the contract amount or to make any minimum expenditure. DME recommends an amendment to the existing contract. This recommendation is based on reference comments from Purchasing Department, timing related to submission deadlines, and due to studies and model developments presently in process. Both entities are satisfied with the terms and conditions in the existing contract. PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On February 5, 2013, City Council approved a contract with GL PwrSolutions Inc., in the not-to-exceed amount of $857,469.06 (Ordinance 2013-023). On November 2, 2016, City Manager approved Amendment 1 with GL PwrSolutions Inc., in the not- to-exceed amount of $99,500. On February 7, 2017, City Council approved Amendment 2 with GL PwrSolutions Inc., in the not-to- exceed amount of $1,012,440.08 (Ordinance 2017-033). On August 10, 2020, the Public Utilities Board (PUB) recommended this item to the City Council for consideration. RECOMMENDATION Award Amendment No. 3 with GL PwrSolutions Inc., to continue to provide compliance, studies, modeling, and other professional services for Denton Municipal Electric’s transmission and generation assets as required by regulatory agencies including the Federal Energy Regulatory Commission (FERC), North American Electric Reliability Corporation (NERC), Texas Reliability Entity (TRE), and the Electric Reliability Council of Texas (ERCOT), in the not-to-exceed amount of $284,259, for a total amended contract amount of $2,253,668.14. PRINCIPAL PLACE OF BUSINESS GL PwrSolutions Inc. Dallas, TX ESTIMATED SCHEDULE OF PROJECT This project is ongoing. 313 FISCAL INFORMATION These services will be funded from operations and maintenance budget account 600500.7854.5880A. Purchase Order #161435 will be revised to include the third amendment amount of $284,259. The total amount of this contract is $2,253,668.14. Project item costs for this contract are attributable to the transmission category and will ultimately be recovered through the Public Utility Commission transmission cost of service program (TCOS). EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Original Ordinance and Contract Exhibit 3: Amendment 1 Exhibit 4: Ordinance and Amendment 2 Exhibit 5: Ordinance Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Mark Zimmerer, 940-349-7169. Legal point of contact: Mack Reinwand at 940-349-8333. 314 ORDINANCE NO. 2013-023 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND PWR SOLUTIONS, INC. FOR THE PREPARATION OF THE ANALYSES RESPECTING THE ANNUAL FEDERAL ENERGY REGULATORY COMMISSION (FERC) 715 REPORT; FOR PREPARATION AND SUBMISSION OF THE ANNUAL ELECTRIC RELIABILITY COUNCIL OF TEXAS ERCOT) STEADY STATE WORKING GROUP DATA SETS A AND B; FOR PREPARATION AND SUBMISSION OF THE ANNUAL ERCOT SYSTEM PROTECTION WORKING GROUP PRESENT AND FUTURE YEAR SHORT CIRCUIT CASES; REPRESENTATION OF DENTON MUNICIPAL ELECTRIC IN ERCOT AND OTHER TR.ANSMISSION SERVICE PROVIDER MEETINGS; FOR ENGINEERING SUPPORT AND CONSULTATION IN OTHER ELECTRIC SERVICE PLANNING AND SYSTEM STUDY ISSUES; SUCH SERVICES BE1NG RENDERED 1N SUPPORT OF DENTON MUNICIPAL ELECTRIC; FINDING AND DETERMINING THAT THE DOCUMENT ENTITLED PROPOSAL FOR FIVE YEAR TRANSMISSION PLANNING AND TP COMPLIANCE SUPPORT SERVICES" ("PROPOSAL") WHICH DEFINES THE SCOPE OF SERVICES TO BE PERFORMED BY PWR SOLUTIONS, 1NC. IS A DOCUMENT THAT PERTAINS TO A COMPETITIVE ELECTRIC UTILITY MATTER AS SET FORTH UNDER THE PROVISIONS OF TEXAS GOVERNMENT CODE, SECTIONS 551.086 AND 552.133; AUTHORIZING THE SEALING OF SAID PROPOSAL BY THE CITY SECRETARY; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING AN EFFECTIVE DATE (FILE NO. 5148 IN THE AMOUNT NOT-TO-EXCEED $857,469.06). WHEREAS, the City Council deems it necessary and appropriate and in the public interest to engage the engineering firm of PWR Solutions, Inc, a Corporation, located in Da11as, Texas ("PWR"), to provide the City with professional electric engineering services pertaining to PWR's work in support of the City's capital improvement plan regarding services relative to the Denton electric transmission system and regulatory compliance and reporting activities; and WHEREAS, the City staff has reported to the City Council that there is a substantial need for the hereinabove described professional services by Denton Municipal Electric, and that limited City staff cannot adequately perform the specialized engineering and other professional services and tasks, with its own personnel; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act," generally provides that a city may not select a provider of professional services on the basis of competitive bids, but must select the provider of professional services on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; and WHEREAS, the City Council hereby finds and concludes that PWR is appropriately qualified under the provisions of the law, to be retained as an engineering firm for the City and for its department, Denton Municipal Electric, respecting this engagement; and 315 WHEREAS, the City Council hereby finds and concludes that the thirty-five (35) page document entitled "Proposal for Five Year Transmission Planning and TP Compliance Support Services," contains competitive public power information, and that this document sets forth the specific scope of work to be undertaken by PWR under the Agreement being approved hereby; that the Proposal is an electric utility-related matter that pertains to Denton Municipal Electric's competitive activity, including commercial information, -which would, if disclosed, provide advantage to its competitors or prospective competitors; and that said Proposal is protected from public disclosure under the provisions of Texas Government Code, Section 552.133(a)(a-1)(B), E) and (F). WHEREAS, the City Council has provided in the City budget for the appropriation of funds to be used for the procurement of the foregoing professional services, as set forth in the Professional Services Agreement;" NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations contained in the preamble hereto are true and correct and are incorporated herewith as a part of this Ordinance. SECTION 2. The City Manager is hereby authorized to execute a"Professional Services Agreement" (the "AgreemenY') with the engineering firm of PWR Solutions; Inc., a Corporation of Dallas, Texas, in an amount not-to-exceed $857,469.06, for professional engineering services pertaining to the interests of the City and of its electric department, DME, as hereinabove described in the "Proposal for Five-Year Transmission Planning and TP Compliance Support Services," which document has been submitted to and reviewed by the City Council, and which Proposal document contains certain Public Power Information which is sealed from Public Disclosure under the provisions of Section 552.133(a)(a-1)(B), (D) and (F) as stated below. SECTION 3. The award of this Agreement is on the basis of the demonstrated competence and qualifications of the iirm of PWR, and the ability of PWR, to perform the professional engineering and related services needed by the City for a fair and reasonable price. SECTION 4. The expenditure of funds as provided for in the attached Agreement is hereby authorized. SECTION 5. The City Secretary is hereby authorized to seal, and maintain the document entitled "Proposal for Five Year Transmission Planning and TP Compliance Support Services" which is the document attached to the Agreement defining and setting forth the Scope of Services of PWR to the City; and the City Council finds that said Proposal is excepted from public disclosure under the provisions of Texas Government Code, Section 552.133(a)(a- 1)(B),(E) and (F); and the City Secretary is directed to maintain said Proposal in her care, custody and control unless otherwise lawfully ordered to disclose said Proposal, or any part of said Proposal. SECTION 6: This ordinance shall become effective upon its passage and approval. 2 316 PASSED AND APPROVED this the '` ATTEST: JENNIFER WALTERS, CITY SECRETARY By: r.-• APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY iv l. day of 13. 317 STATE OF TEXAS § COUNTY OF DENTON § PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into as of the day of 1LL , 2013, by and between the City of Denton, Texas, a Texas municipal corporation, wit its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201 (hereafter called "OWNER"); and PWR Solutions, Inc., with its corporate office at 2777 North Stemmons Freeway, Suite 1520; Dallas Texas (hereafter called "CONSULTANT"); acting herein, by and through their respective duly authorized officers and representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project (hereafter the "Project"): The Project shall include, without limitation the following services: 1. Annual Planning/FERC 715 Filing Study 2. Transmission Project Identification, Evaluation, Validation & ERCOT RPG Approval 3. ERCOT Steady State Working Group (SSWG) Data Modeling & Submissions 4. ERCOT System Protection Working Group (SPWG) Data Modeling & Submissions 5. ERCOT Dynamics Working Group (DWG) Data Modeling & Submission 6. ERCOT Contingency/Data Dictionary Updates 7. Technical Support on TP NERC Compliance and FERC 715 filing ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A. The CONSULTANT shall perform those services as are necessary and as described in the Proposal for Transmission Planning and TP Compliance Services" (hereafter the Proposal"), prepared by CONSULTANT, dated December 7, 2012, being a 35 page document addressed to Chuck Sears, Electric Engineer, Denton Municipal Electric; Page 1 318 which Proposal is not attached hereto, but is on file in the office of the City Secretary, and which Proposal sets forth and defines the scope of services to be performed by CONSULTANT; said Proposal is incorporated by reference herewith. B. PROVIDED HOWEVER, the Proposal referred to in Article II.A. above is a document which contains confidential and sensitive public power competitive information involving electric transmission planning, deals with regulatory actions, filings and requirements; therefore, in accordance with Sections 551.086 and 552.133 of the Texas Government Code, the City Secretary is directed to seal and rnaintain said Proposal in her custody and control, as a document excepted from public disclosure under the provisions of Section 552.133 of the Texas Government Code, unless otherwise lawfully ordered by a court of competent jurisdiction, to disclose said Proposal. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Proposal, shall be the subject of an additional Proposal to be executed at a later date. ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon the issuance of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. OWNER and CONSULTANT shall each have the unqualified right to terminate this Agreement upon thirty (30) days advance written notice delivered to the other party. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager or his designee. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. "Subcontractor Expenses" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services authorized in the process of completing the Basic and Additional Services. 2"Direct Non-Labor Expense" is defined as that expense for any for any out-of-pocket expense reasonably incurred by the CONSULTANT related to its performance of this Agreement, for long distance telephone charges, telecopy charges, messenger Page 2 319 services, printing and reproduction expenses, out-of-pocket expenses for purchased computer time, prudently incurred travel expenses related to the work on the Project, and similar incidental expenses incurred in connection with the Project. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based upon the estimated detail at an hourly rate shown in the Proposal, a fee, including reimbursement for direct non-labor expenses not to exceed $857,469.06. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with terms of this Agreement or Proposal. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to the Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not-to-exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III "Additional Services" without obtaining prior written authorization from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based in accordance with the additional fee provided for in the additional Proposal. Payments for any authorized additional services shall be due and payable upon submission by the CONSULTANT, within thirty (30) days after receipt of the invoice by OWNER. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make undisputed payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT's undisputed statement thereof, then Prompt Payment Act interest, as set forth in Chapter 2251 of the Texas Government Code, shall be paid on the amounts due the CONSULTANT. In addition, the CONSULTANT may, if it has not received payment by the thirty-first (315t) day after receipt of payment, after giving ten (10) days' written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in fu11 all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the OWNER to pay prompt payment act interest if the OWNER has a bona fide dispute with the CONSULTANT concerning the payment or Page 3 320 if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, "Compensation." ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use ofthese documents in other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, and not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE IX 1NDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. Page 4 321 ARTICLE X 1NSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Board or any successor agency, which company has a rating with Best Rate Carriers of at least "A-" or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than 1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than 100,000 in the aggregate. B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. C. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. E. The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The insurance policies shall name the OWNER as an additional insured on a11 such policies where it is legally possible to do so excluding, however, Worker's Compensation Insurance and Professional Liability Insuarnce; and such policies shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation, provide to OWNER substitute policies or certificates evidencing the same required coverage. The CONSULTANTS' Comprehensive General Liability, Worker's Compensation, and Automobile Liability policies shall include a waiver of subrogation in favor ofthe OWNER. ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation. No mediation arising out of or relating to this Agreement may proceed without the agreement of both parties to submit the dispute to mediation. The location for the mediation shall be the City of Denton, Denton County, Texas unless a different location is agreed to by the parties. The costs of inediation sha11 be borne evenly by each party. Page 5 322 ARTICLE XII TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V"Compensation." Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their services or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. CONSULTANT retains responsibility and liability at all times during this Agreement and after completion of this Agreement. CONTRACTORS maximum liability in relation to any and all claims arising from or related to the Services, this Agreement or a Work Order, whether such claims are based in negligence, professional negligence, any other tort, breach of contract, or any other claim, shall be an amount not greater than $1Million dollars ($1,000,000) for all losses, in the aggregate, howsoever caused. Except as expressly provided in this Agreement, this Agreement is intended to be solely for the benefit of the OWNER and CONTRACTOR and is not intended to and will not confer any rights or benefits on any person or entity not a signatory hereto. Page 6 323 ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as ofthree (3) days' mailing: To CONSULTANT: PWR Solutions, Inc. Mandhir Sahni, PhD., Vice-President 2777 North Stexnmons Frwy. Dallas, Texas 75207-2277 To OWNER: City of Denton, Texas George C. Campbell, City Manager 215 East McKinney Street Denton, Texas 76201 and Chuck Sears Engineering Department Manager Denton Municipal Electric 1685 Spencer Road Denton, Texas 76205 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE XV ENTIRE AGREEMENT This Agreement, consisting of 11 pages, plus the 35-page Proposal provided for above in II.A., constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XVI SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. Page 7 324 ARTICLE XVII COMPLIANCE WITH LAWS The CONSULTANT and the OWNER shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XIX PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees ar officers of, nor have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER immediately of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under Federal. State and locallaws to perform such services. C. In those instances deemed necessary by the OWNER, the CONSULTANT, its employees and/or its Sub-consultants shall be required to submit to background checks. ARTICLE XX AS SIGNABILITY The CONSULTANT shall not assign any of its scope of work under in this Agreement, and shall not transfer any of its scope of work under this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. Should the CONSULTANT assign any part of the monies due under this Agreement, CONSULTANT is required to provide written notice of the same to OWNER. Any assignment of rnonies due under this Agreement shall not change any of the terms or conditions of this Agreement to include but not lirnited to the terms and conditions for payment under this Agreement. Page 8 325 ARTICLE XXI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modiiication is in writing and duly executed; and the parties further agree that the provisions ofthis section will not be waived unless as set forth herein. ARTICLE XXII MISCELLANEOUS A. The 35-page Proposal described in and referenced in II.A. herein is made a part of this Agreement: B. CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment or after final completion of all work required under this Agreement, whichever is longer, have access to and the right to examine any directly pertinent books, documents, papers, correspondence, to include e-mails, and records of the CONSULTANT involving transactions relating to this Agreement. CONSULTANT is required to maintain and make available all electronic records associated with this Agreement for purposes of examination. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section. OWNER shall give CONSULTANT reasonable advance notice of intended audits. C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Dr. Mandhir Sahni. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein. CONSULTANT understands that OWNER is to be informed of the removal or loss of any of the key persons working under this Agreement. CONSULTANT also agrees to provide the OWNER with notice of the name(s) of who it intends to replace the key person. OWNER shall have a right to reject any replacement key person(s) and CONSULTANT agrees to name a replacement key person(s) acceptable to the OWNER. Page 9 326 E. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal a11 available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. IN WITNESS HEREOF, the City of Denton, Texas has executed this Agreement by and through its duly authorized City Manager; and CONSULTANT has executed this Agreement by and through its duly authorized undersigned officer on this the ,j-f day of , 2013. ATTEST: CONSULTANT" PWR Solutions, INC. A Texas Corporation By: OWNER" CITY OF DENTON, TEXAS A Texas Municipal Corporation By: O GE C. CAMPBELL Page 10 CITY MANAGER 327 ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPR ED AS O LEGAL FORM ANITA BURGESS, CITY ATTORNEY B 'LY• Page 11 328 Request for City Manager Approval of Purchase DATE: October 10, 2016 Questions concerning this acquisition may be directed DEPARTMENT: Electric Engineering to Phil Williams 349-8487 ACM: Howard Martin SUBJECT Approve an amendment to the Professional Services Contract with GL PWR Solutions, Inc., to continue to provide compliance, study, modeling, and other technical/professional services for Denton Municipal Electric in an additional amount not to exceed $99,500 bringing the total not- to-exceed amount to $956,969.06. (File#5148) BID INFORMATION Texas statutory law provides that procurements for professional services are made in accordance with the "Professional Services Procurement Act" (professional services may not be bid). The provisions of Texas Local Government Code, Section 252,022(a)(4)provide that procurements for professional services are exempt from the requirements of competitive bidding. As a transmission owner and transmission planner, Denton Municipal Electric (DME) is required by NERC standards and ERCOT protocols to submit various transmission planning studies and modeling information on an annual basis,to coordinate certain actions and transmission system changes with ERCOT and other utilities, and to prepare other studies, such as for generation interconnection requests. This includes obtaining regional and ERCOT approval for certain transmission projects. Denton Municipal Electric (DME)has an existing Professional Services Agreement with GL PWR Solutions, Inc. (PWR Solutions), for providing services to assist with meeting NERC, TRE, and ERCOT protocol requirements. The standing annual requirements that were in effect at the execution of the contract were: Preparation of the FERC 715 Annual Transmission Assessment(detailed evaluation of transmission performance for a five year period and development of solutions that will resolve all NERC or ERCOT performance standard violations discovered in the analyses). Preparation ofthe ERCOT Annual Steady State Working Group Data Sets A and B Data Set A consists of the transmission computer models for eight seasonal cases for the first future year. Data Set B consists of the transmission computer models for future years two through six which requires a total of seven additional cases.). Preparation of the ERCOT System Protection Working Group present and future year short circuit cases (preparation of five short circuit models). Submission of dynamics data in response to requests from the ERCOT Dynamics Working Group. 329 Request for City Manager Approval Amendment to a PSA with PWR Solutions Page 2 Review and verify the ERCOT loss factor calculations Review and update ERCOT contingency definitions Review and update the ERCOT Data Dictionary(definition of all busses in the ERCOT power system model) Response to inquiries and requests for information from ERCOT and any of their working groups related to modeling issues. The follow up to the above efforts must include: Coordination ofplanned transmission system projects with adjacent transmission owners to include review of system protection plans and changes. A regional approach to transmission planning to insure that projects proposed will provide the best benefit to all transmission owners in the area and represent the best solutions for resolving performance issues for all transmission service providers. Preparation of project approval documentation for ERCOT regional planning group and ERCOT submissions. Preparation of reports and documentation in response to ERCOT,NERC, TRE, or other utility inquiries. Attendance at meetings to assist and represent DME. Perform such follow up analysis as needed by DME to fully define project requirements. Since the PSA was executed, one new annual requirement has been added: preparation and maintenance of a Geomagnetic Disturbance Model. This requirement was added in 2016. Additionally, with approval of the Denton Energy Center, DME must prepare a Facilities Interconnection Study for submission to ERCOT for review by ERCOT and other transmission and generation owners. While this study cost was estimated at$90,000 and will be reimbursed as part of the generation cost, it still must come out of the DME contract amount as services provided. PWR Solutions has provided all the above listed services for DME since November of 2010. The knowledge base that they have acquired and the computer data that has been assembled by PWR Solutions for the studies and ERCOT submissions since that time builds experience with the DME transmission system and provides great advantage for the future evaluations and modeling that must be completed. DME is not aware of any other agency that provides the range of services that can be provided by PWR Solutions or that there is any other consultant that is more respected for this kind of work in the TSP arena in Texas. All of the services proposed to be obtained from PWR Solutions are very closely related and require much of the same data, files, knowledge, and expertise. Making use of a single entity to address all the requirements stated above, and leveraging the knowledge and data assembled by PWR Solutions continues to be the most efficient use of resources. DME must meet deadlines for all submissions listed to avoid being in violation ofNERC, ERCOT, and TRE requirements. In the original proposal, the time estimated by PWR Solutions for activities required in 2013 was 1483 hours. DME does not possess all of the software and expertise or the manpower to complete the required actions in the necessary timeframes. It was 330 Request for City Manager Approval Amendment to a PSA with PWR Solutions Page 3 originally estimated that the amount proposed in the PSA that was executed in 2013 would be sufficient for about five years. With the increased amount ofwork required by the ERCOT processes and changes in the FERC 715 analysis requirements, the funds would have been expended in little more than four years. With the advent of the Facilities Interconnection Study, that could not have been foreseen when the current contract was signed, the funds will not be sufficient to fund the 2016 requirements. Consequently, DME is proposing a$99,500 amendment to the current PSA to allow the Denton Energy Center Facilities Interconnection Study to proceed without interruption. DME will follow this action up to further amend the existing PSA with PWR Solutions to provide funds to cover the next three year's activities or propose a new contract(either option requiring Council approval). PRIOR ACTION/VIEW(COUNCIL, BOARDS, COMMISSIONS) The PSA with PWR Solutions was executed February 5, 2013, and authorized an expenditure amount not to exceed $857,469.06. The proposed amendment amount may be considered under the DME specialized procurement policy in accordance with Ordinance 2009-189. The City Manager may approve budgeted purchases for less than$100,000 without PUB review or Council approval. RECOMMENDATION Approve an amendment to the existing PSA with PWR Solutions to allow continuation of studies and analytical support necessary to comply with NERC, TRE, ERCOT, and other study requirements. This will increase the amount available for the agreement by $99,500 making the total not-to-exceed amount$956,969.06. BASIS FOR SELECTION This amendment is proposed to increase the funding for the existing PSA and allow analysis and studies that have been initiated to continue. Changing consultants at this time would not be efficient and would result in delay of the Facilities Study for the Denton Energy Center. As stated earlier in this document, Texas statutory law provides that procurements for professional services are made in accordance with the "Professional Services Procurement Act" professional services may not be bid). The provisions of Texas Local Government Code, Section 252,022(a)(4)provide that procurements for professional services are exempt from the requirements of competitive bidding. PRINCIPAL PLACE OF BUSINESS GL PWR Solutions 2777 Stemmons Freeway, Suite 1520 Dallas, Texas 331 Request for City Manager Approval Amendment to a PSA with PWR Solutions Page 4 ESTIMATED SCHEDULE OF PROJECT This is an ongoing contract to provide study and analytical support necessary to comply with NERC, TRE, ERCOT, and other study requirements. Work will continue for studies and analysis as soon as the contract amendment is approved. PROJECT MANAGER Chuck Sears FISCAL INFORMATION The charges for work under this contract, with the proposed amended amount of$99,500, will not exceed $956,969.06 and will be funded out of amounts budgeted for specific projects and from the maintenance and operations budgets for non-project items. All of the work proposed will be in the transmission category. These costs for transmission projects will ultimately be recovered through the Public Utility Commission transmission cost of service program (TCOS). The cost for the Denton Energy Center Facility Interconnection Study will not be in the TCOS category and will be reimbursed from generation facility funds, but the cost still will be charged against the contract not-to-exceed amount. EXHIBITS Exhibit 1: Amendment with Proposal Requested by: ,f Name: Phil Williams, General Manager Phone: 349-8487 For amendment to PO #161435 Res,oect lly submitted: 11 MN' Purchasing Expenditure Approved: City Manager or Desig ate I I/ 2-1Date 332 FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON, TEXAS AND PWR SOLUTIONS,INC. Contract No. 5148) The City of Denton ("City") and PWR Solutions, Inc. ("PWR") are parties to a Professional Services Agreement ("PSA") approved by the City's Council on February 5, 2013 (Ordinance No. 2013-023; Contract No. 5148). Under the PSA, PWR (now GL PwrSolutions, Inc.) is assisting the City with ongoing electric transmission planning efforts. An amendment to the PSA is necessary for the completion of additional full interconnection studies for the Denton Energy Center project that will connecting to the 138kV Jim Christal Substation and additional services required for electric transmission system planning and regulatory compliance.Therefore,the parties mutually agree to amend the terms ofthe PSA related to the Project as follows: Article I- Increase of Compensation Amount The amount to be paid for professional services in this first amendment is not-to- exceed$956,969.10. This is the aggregate of the PSA price of not-to-exceed $857,469.06 plus the additional amount of$99,500.00 for a total of$956,969.10. Article II—Effect of First Amendment City and PWR agree that all of the terms,covenants, conditions, agreements,rights responsibilities and obligations of the parties set forth in the PSA will remain in full force and effect except as specifically modified by this first amendment. Article III—Additional Services City and PWR agree that the document attached as Exhibit "A" and entitled Proposal for Extension of Existing Transmission Service Contract between Denton Municipal Electric(DME)and PWR Solutions"accurately sets forth the additional services to be provided by PWR under this first amendment. Article IV—Effective Date The effective date of this first amendment shall be the date the City executed the same. IN WITNESS WHEREOF, the City and PWR, have each executed this First Amendment to Professional Services Agreement Between the City of Denton, Texas, and GL PwrSolutions, Inc. on the dates indicated below. Contract No. 5148—First Amendment Page 1 of 2 333 CITY" CITY OF DENTON, TEXAS, a Texas home-rule municipal corporation By: Imo ' HOWARD MARTIN INTERIM CITY MANAGER Signed on they ml of November, 2016. ATTEST: JENNIFER WALTERS, CITY SECRETARY By:Y: .. 1U atakAL1 APP ED A TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: 4. 71 PWR" GL PwrSolutions, Inc., a Texas corporation By: Signa , re Title Signed on the ofNovember, 2016. ATTEST: BY "-t-;et?z.) We2li flikkoVa-a 4* i e% JEANEAN HEROD-IASATERN° i,ins,* May 18, 2019 Contract No. 5148-First Amendment Page 2 of 2 334 EXHIBIT "A" D N V. G L Proposal for Extension of Existing Transmission Service Contract between Denton Municipal Electric (DME) & GL PWR Solutions Inc. Prepared by GL PWR Solutions Inc. —A DNV GL Group Company October 4, 2016 0.0°.°.-----':---•"--i. 4-1=t-- — - - i.- 44-"" -- v.WT ..-- ,,,- —,.,..ftu.s.."- 4 , .t.4.! 335 Copyright©2014,DNV GL Group This document and the information contained herein, is the exclusive, confidential and proprietary property of the DNV GL Group and is protected under the trade secret and copyright laws of the United States and other international laws,treaties and conventions.No part of this work may be disclosed to any third party or used, reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying and recording, or by any information storage or retrieval system, without first receiving the express written permission of the DNV GL Group.Except as otherwise noted,all trademarks appearing herein are proprietary to the DNV GL Group. 336 q y,,A,,.:,„.},,.G.,v,r.,r'i'./r ,.;„ r,r ..wK,".uF`rw,F`rr'e„+.}n, ,, waMr,ri,}x -/ ;i r a,r e r„iti,r a N,,r., 1/„,'S e„ „rr, ,r,/ N'im z .r ar o, adtrm / / $<''' G!M^1,,",r4/.y,,,,yun,%/[::rrgoPi;aMq{iy y',,,9,°O;r" ;'rynJf','r:?Y',,Wy„rry{'"/'/.”,,.,;Tr/ ;P"Ni:%;qy,;i /'n>;',r' ,,, f'TGY/!C< ,(,,.r7/.,, 9„r, :, rM .,,,r, , r.. ..,4'r,,/!r?rr,,,.,.,o” ('/i',' ii%F,3%” ;;;R;,r,.4 .r' ,X/'', x;.'"';`, „}. F^:"!rr ,,,r. ., f },,..r. rC„,.r//., rdM r.,.,n, rr/, ,,, ,,,...r% ;.,/,, ..Nhs r,,, a;, ,r.,o ';<`C„n9b ,r r,,r,y;,,,,,r,,,u,+,'-I,.,.ur,.G,.r nd;u,,.,: ,.n:'; ,r..l,. ;ir”d; , p{, w/,7A .,ri M„.r.,.o„ r/,r^, „ yr F „u„u/ar, ,, / .,h ,r. G. .i,r 7':f",'r % 'ffi r ,/. ,„lr, w;,r /.'r/. /„ aN- t r; ,'r ^(,,. d- ,.,r7 i/d'r sir ;p, ;';;! .p ,;F ,d,ru/"1„(„"„ ;"trrr"riy: o°a}, .r?r%(`, %.r, ,h»,.,r.».,r,,.r,!.rN;G+r a",,,,r..,,,,r,.,, ,rrfh ,ys,,,K.,l ukr;i,r r„raa,J, ,,,nG;*.,'i,./it,'s„:4,,,/9;'fiPr, ,,r,e,,id<;.,,,.rrF/,d,;n-i,r 7,,,trri :i,rai,-n,r,n,.a,,,3Cr„./r„/,r/;;Yr,.rr„!„fib;„:'t/Fr;t /;r'?',°%M%,d'',r DNV• GL TABLE OF CONTENTS 1. Objective 2 2. Safety and Performance 4 3. Legal actions 5 4. Bidder subcontractor list 6 5. Proposed Scope of Work 7 6. Deliverables 13 7. Cost Proposal 14 8. Proposed Engagement 15 9. Contractual Engagement of DNV GL 1 DNV GL Group 1 October 04, 2016 337 Y,y:;P;v,.^.,.,.p;w,,.,n;e.^nr.,,:m„,rlf}r.,,,,'Gt.nx,r;:,' y'a'Pver':';Yy- M,,,,.+, ,,,;,,,,,,;;,;+n( .,,,r. ;.,r, f, 'nwn: r, r.,.,,.,,,”;f:' J':P::YYf!: ,,..,; .,,„ ..,r.y' fe; ";, :srxr. „) 19,1, r,'r ;SIL,,AY, , t;,, -,ai., w;;r:,i;'ui,iy"; yy"„fir^ ,L" r ',r. ,(; ,. t'i;;;Mr"', ,L,'A !;"+r,.r„ rw,"Ci^7a%ari,,,., ,:,w rr;...,fl,G.ri,.,iu'r`:'%,.,%r",+''.., v''%, fy,/%//i" .`»';" i n„1, r'Gra....., r,^!-rNir,»'I.,JN',,.rAw r.ir.,M„','n';iliawb!7/,,,,.ru,',;.,r..,h'u,r„rrY'.,,,<.,!/,,i'ilr,,,,d?'w:,,.rdi;:.,...,,,,:,.h,+;n,,.-.xf::,,.,r,:aM.',.,:t,;,.,,,,,u",bv"E, DNV-GL 1. Objective Denton Municipal Electric ("DME") has requested that GL PWR Solutions Inc. — a member of the DNVGL group ("GL PWR Solutions Inc.") present a proposal to extend the current contract to accommodate the ongoing transmission planning efforts until a new contract is put in place to continue the transmission services for the next three (3) years or more. The funds will particularly be used towards the Full Interconnection studies (FIS) for the proposed Denton Energy Center project (that will be connecting to the 138kV Jim Christal substation) and other miscellaneous service required for planning and compliance purposes. The task associate with the FIS for the proposed Denton Energy Center project includes the following: Steady State Study Short-Circuit Study Stability Study Facilities Study The Scope of Work for the FIS study detailing the procedure for each of the individual task above is provided in Appendix A below. GL PWR Solutions Inc. is happy to herein present this Proposal for providing the aforementioned services to DME and thanks DME for its continuous trust in GL PWR Solutions Inc.abilities to provide exceptional transmission service to meet DME's needs. Any questions relating to this Proposal should be directed to: Dr.Mandhir Sahni 1 (214)678-1197 mandhir.sahnipdnvgl.com DNV GL Group 2 October 04, 2016 338 DNVGL GL PWR SOLUTIONS INC. TEAM ORG CHART JliettTON MUNICIPAL ELECTRIC Encrewing tomor co/1171111nt 40, Contract IVIOager: ' Project Sponsor Sunil Talai,P . Viati6ifSalmi, Pro ectMahaer?, Charles Gibuo Steady State Team Short Circuit Taaaj',H,, Dynamics Team ' Charles Gibotie ditirles'oiburifo Mehriar Tabri0 ,Melehim Chen VeAk4ta 171$1404„"dli*iii; Saii0.1tb,Azade'fii6hman' Prasharlt EuyaniNitin Ptakt0-1. , ' DNV GL Group 3 October 04, 2016 339 IMO da , ,.wp,•r;.,y.,; ;,j" "rlr '.'Yi°a M r r.-, r+,r,7i t 7`W, '?'" s%,r•,<, r>' &' '%' "'vr r -,:u,r aa'rq'%°stirs,r-r•,, ;7r, ,,rrr. >„wr,,, ;wre',r” ;,r•rrr-r,11 .,,r. r %' .,/,'' / AY.n" N'"'"<t"'-' rt,,. y r v,t, r;z-s i„',£o,'.r, ,r'.-;rr;^ rar r;'r. /..'„ti;rd'' , 'J O .,;i' /Sir'>/„.b'4'' o d /h,/'; '' '4 br'S6 1'vrw% 'b' ME's, q r..r .r, 6)rs.lr./ v v r,..qn,;: 4iI ray N.+d%!vr.x rr,,.rr,,rr ,,'e.r,:r`, ,./J,`” ,rr' prw„+ pq k' q ,rys ,,,., r,,;Yi"- .,p;Fr'';';,,,,;,,;"rM,ft r,,,;Gr /., f,.",.,,,,r.,,6,,;; lf p'rCl,v!k .,,Ma ,. .N'a,,,,h'r,,..v.,,,r..,r,r.;%/i.;`.t";.,,,,,1.,,r.,,G.,'I„/.,r r/ / Y,:.rYN' ud'.'rr''r,°..,,, r r,fir,,, f/ / r,. 7n y /:'%r',s a„!.&lnry r aii<, „c,.. ,-rir:-rr;,, .rrAi,Fr,:ir„-..Ndra,rrGf;,r;,.,n!r ^,,, ',.'d:,rfN,.,'!'L^, ?Wv.,,.p.”„i'-fid,.".'h/'S^„%il,,rtu;i DNV•GL. 2.Safety and Performance DNV GL has a dedicated Human Resources Department,an established Code of Conduct,a Visions and Values Statement, and procedures for reporting any incidents or concerns, which all demonstrate the company's commitment to ensure that HE&S policies are sustained and incorporated into daily behavior. Maintaining an incident free and injury free work environment is a top priority for DNV GL. DNV GL Group 4 October 04, 2016 340 ar," ,;,, .,,.,d,,,, r,, vn,;;>,.. .,r,>, ,.,,..,,+,,,..,;rr.;,;;,;.rny.,,..,..rrr.,.y,.,,.,r..,.,...,Dr S f vlWr i,,. ,r ,„ u„z, 1, ,.,rr, r,...,.,g,•ur;r„•;-,„-./.•/r,7r; nv,,,;.. ,.,,,.-.p.r,x,;;a;.,r,y,.,,,;..,r., 'a rr,r .r ry„,-r k ,e„rar.a: /r „G, 4,,< 3":.Ge,r r r R4a /,r r.Av,rr .(ry r/ , /b,r t,;,; ;',Z%: 'r,»raa! ,,mv; M.r, -,u.;;,,:n/r ,.;'rSr,ti” dr(,..T7>xrd/ ^,y rr4- // ,Aro// ,r/ 9L'r;l/„ "//;rp/rr</Y •G, r/,j;rr, ti,2r /' r, ri'""Erv'.'//„%„7„x vrt,;tN,/., i;,"r';;5,/ p'rr!r'/,'e';/ f', r,7r t, ,(r,ryr r/,r,r ai, Nsr , -a, .i/ 'n d,-,n•nn ,/. /,, M'r n, rr.'.'' ,;,, /or.a / ,/ ;§('q ',n? pr.r4[r}s'r. r,tl;n„u r.fd';' .t „I Y, "`,:'L(r /,,r',;;;;^;, .r N 7r. prr /r ii, ,,, v a,,,y,,.//, u,- '/-nL.FN'S r b ro,r!4Y.,"' NrY;i'„=r;'i;i%4 r;r,,,Fig,6i;'.,n,r,(/,,4,ditu,rrv J,Ipf,.n,u.Jnr:NrN.ir,;:n/bi;'"1,hnn,n„u,/,r!Y/u5.':r.{', (F,'Y i/ r//h /, ,';C;";r( ri„ I, i%^a k,/r.r tF;;;/r"s.WNd„s,/.,,, laYirL,,,u,1'-,,hr//,iu..,,9„„/I/Ga”N,d22%,r,!k,'(r;,.,,.:;,r/,r„.,/v`/ia-/,;,to:.,,/,,1/'Arr>1.;fNryk DNV.GL 3.Legal actions During the past 5 years,no legal actions(regulatory,contract,and performance)have been pursued or settled against GL PWR Solutions Inc.or any of its direct affiliates. During the last 5 years,no litigation or arbitration against GL PWR Solutions Inc. has occurred in which it was alleged that GL PWR Solutions Inc.failed to perform under a contract,breached a contract,and/or performed work negligently. DNV GL Group 5 October 04, 2016 341 DNV-GL 4.Bidder subcontractor list None DNV GL Group 6 October 04, 2016 342 r. ., p..u,'1 'ii"-A "','JCdit,^+rq Y',;;;'";.r.,r:"n,`r,,,v/+rrr> rn n,,rv% a,,,v J „ MYr+ e,, l+N N?,,,r.,. ,/,., .,,d. ,., . ..,nv:"ri':'/;':<veycf,,, n1„ n~car,,,,Yrn„f'„c,7<v",a'o;r,-xw"r, u,v n,..t' rnnre..,:, w.,rn,,,.,w,,..r k, r ,f .,/r,,,,,„,.,, ,.,r,r,. r .,, ,,r;.,,. ,, F,fN ,h,.,.,,,.,, r,• a, ,v wr;;fir ar, ,;..„,r;ry<r,.,,f,,;,.,.,,;-,-,;,,,;,,..„ re,,.,A ,,uumr,v d„dr+r h/, ( ,+r ,r/ . ;d ,' r r .,a„ E,,7, rrr 3F, 9 CN v' /J,.,/r '%'i,' ,,e,ao,-,G,, rr a a'.2 p,cvl,,,, ,N,J,i"v7`t,G ' ,,/s„n.dl, r .r„$h„N,'G„ ,,*,d''/. / ,// vf /, ,„/t' '+:/!{e'„ ,;,!}lf,,,F,/r,i';6M r/I .,r, ,,P i"'r.vi'',/,.i`'"a,,, ,.,r,N/ri„r .nv'"r,N r. 4, k ,Rv,.,re,,., ;,,,,Ar,/vai,>„?,,..t°u,.,,W,,,,.,/tial,rr,,,,,.,/,',;r,.rrb.a,,.2,rRr„ u ,,,.$,., ,,.,,, '! „f. " fir” /Z; r,, br,v, Man/,r,,r,n!xi.,, /; e d fn,r, .-r M :M#',6,n%ry Xr Jr.,a ri-/,-61 r,,..,.,,.;/rw.; ., .,,.,.r.d,...,;r:,.;'i;;;,:b.l',6;,/q-,ren,.'n;",Purl°%^$,L',r,„S',n,,w DNV•GL 5. Proposed Scope of Work The Studies will be conducted in accordance with the ERCOT Planning Guide Section 5: Generation Resource Interconnection or Change Request, dated January 1st, 2016, and will consist of a Steady-State (load flow) Study, a Short-Circuit Study, a Stability Study and a Facility Study. The Customer recognizes that a number of assumptions are being made in conjunction with the Studies and that actual transmission modifications needed may be significantly different from the conclusions reached in the Studies. PROCEDURE Steady-State Study: The Steady-State Study is performed to identify the increased level of stress on the transmission system as a result of the proposed generation addition,if any. Transmission system thermal over- loads and system voltages will be assessed under normal operating and NERC Category Pi —P7 contingency conditions for the transmission facilities rated 69 kV and above. The Steady-State Study will be performed as follows: The most current Approved ERCOT Steady State Working Group (SSWG) Base Cases available at the time of the study will be modified to create the study cases to be used to conduct this study. The study will also include the impact of planned (public) generation additions in the vicinity of the study region (that meet Section 6.9 requirements of the ERCOT Planning Guide) that may not have been included in the ERCOT load flow case. ERCOT may further direct that resources proposed in other prior Generation Interconnection Requests be included in the study base cases as it deems appropriate. The modifications would include any updates posted on the ERCOT site that may materially impact the study. Summer ratings of transmission facilities will be used as appropriate. The latest transmission plans from ERCOT transmission service providers that are expected to have a material impact on the study will be reflected in the study cases. Transmission lines for which there is no commitment to build will be excluded from the study cases. Generation resources will be reflected in this study in accordance with ERCOT approved procedures and as described in this Agreement. A benchmark case for both the base and high wind case will be created,barring the addition of the proposed project. For the base case, existing Wind Generation Resources (WGRs) and fossil generation units will be dispatched consistent with the SSWG summer peak dispatch.Any fossil generation units in DNV GL Group 7 October 04, 2016 343 r 'I'% wp a.,r. ^,a, nr;,p,, .,,,,r'r, ^,r,, ,..r.,,.n in. ,i,,p,ry r.r f U n/ii„ ,//Ysiif' 14';^'J C r Y,8-'Y, nP bdu, /,r, w`a;ru/ya 'i.'rrr,ea- naur e a„-ia- F,. ";r,,„ „r,,.,,.r, "„r,o.r / ,.,, ,, .,, : ,.Yn,: v, :`/M,,,, ,, ;,,,, ,,,, ,nf. ,,:, "y a/., ,Nq'!', ";`1'(f„ .o-f(:ffi..'#!4,/,;, .,;., ;,/hC,,, p'U;'",.",„/-.:",r ,n ,f Y rls „ e ,'-a,".,l!v ,¢°,a',f"3n',,r;,, .;d h°,r n tl.+,''y;'” " ' .r ,q+.',, .,/"<n.- „n,6, r',,, ;;,7i, „t, r. ';,'.16„ ' 7-wf4',l ,," np i,., n.,G,,, ,^ri1., )r 4 ir.,ro d's^ ,xry ,r, r^", .r<er.;(.,s, s' 'e, X,..r'r.,.,%,;s;'>,,Afi,.a,d,!? u,„ 81,,., .' ;"a`;b'iF<w,: f>M”7"w,,,,,,t,,,,;,x„r,<.,.,.,..,.x.,.,,,,.:rr,(!n.,<,,,<,;,, ru v.d,'/,, ,firF,/ , r fj.,r.,,,. s, .,,',r, 1'd-y:,;,; ;F7z .,, r.,ti .,,fr,lxvfr..„i?,f-.r..w,,,,,;r ,-i,J`ar'a,,:kb•rN,s„',,,,rrx,Y,.id'?,,,,,p',X.merr,,..,;-;Y(r;^,.,,,,,,U7M,;,/a;=oii-w,,';Yu„'i-,-, ..,,„df,,"'o,,,, DNV•GL the vicinity of the study region will be dispatched to full output. Any additional WGRs in the vicinity of the study region will be incrementally modeled and dispatched at 15% while fossil generation will be incrementally modeled and dispatched at loo%, if any. The status of the Spencer generation units will be monitored in specific. If the Spencer generation units are off- line in the load flow models received from ERCOT,they would be turned on in case of reliability issues being observed in the study region to assess their ability to mitigate the issue. The proposed Green Valley generation project (112.5 MW) will also be modeled at full output for the assessment. For the high wind case, incremental WGR additions in the study region will be dispatched at 9o%while fossil generation will be incrementally modeled and dispatched at 100%,if any. ERCOT gas generation/load outside the study area will be scaled appropriately to maintain generation and load balance in the above benchmark cases. The re-dispatch process associated with obtaining the high wind case is done in accordance with the SSWG procedures. Study cases will be created by adding the proposed Plant to the benchmark cases. ERCOT gas generation/load outside the study area will be scaled appropriately to maintain generation and load balance. Upon request, DME will provide Customer with a description of relevant changes made to the ERCOT base cases to obtain the benchmark cases and a PTI RAWD file of the benchmark cases for both the base and the high wind study cases. The proposed Denton Energy Center project will be connected to DME's ("Transmission Service Provider") 138 kV Jim Christal substation in Denton County, in the study cases. The study report will include a conceptual one-line diagram of the facilities required to interconnect the proposed Denton Energy Center project. The Steady-State Study will identify the contingencies of concern and will include a general description of facilities required to mitigate those contingencies for the transmission system elements rated 69 kV and above only that are related to the installation of the Plant. The Steady-State Study would utilize specific thermal overload and voltage violation criterion to identify any transmission system concerns arising under normal operating and/or contingency conditions due to the addition of the proposed Plant.Normal and emergency thermal ratings of transmission system elements would be utilized to assess transmission system overloads, as applicable. Both voltage magnitude and voltage drop (pre and post-contingency) criterion would be utilized to assess the impact of proposed Plant on the steady state voltage security of the transmission system. Completion of Steady-State Study: The Steady-State Study is estimated to be completed and a preliminary report issued within ninety 90)calendar days after this Agreement is executed,payment is received,and all required data for the Plant is provided,however,such time may vary depending upon the volume of other required DNV GL Group 8 October 04, 2016 344 WWIT '„^.:.Y YIi';.'<x„ +F •'y"°„r. (., ',F<^.t{Fn 'r"r,.,r G`r in^,4",+' ';+.',+7 r.:Cd W',{x',,n I^'r.^'',,..9'dt, ^';py' f,;v7'A'n.,:s;r°er uR o;""t:n X'F,°'A7', rar„aI{,ff r?,",,,'+,id`' ddl ` gcE j?yfP ft 1:'j'l fa fflY u, 'iii^$iii /'filo , f7li,"r7„S I {4rr rrl Lcifulrli'.`` A' tiS .'? E .$2 d N T'G,.,."a+5'Dr,J.^in 7 i"J,r rM h'?'i'/)b,+it DNV• GL transmission system work activity.This time estimate is exclusive of any delays in obtaining any additional data that may be needed. Short-Circuit Study: The Short-Circuit Study is performed to identify the increased level of fault duty as a result of the proposed generation addition. Fault currents will be calculated for three-phase and single line-to- ground faults for the transmission facilities rated 69 kV and above. The Short-Circuit Study will be performed as follows: The relevant future year System Protection Working Group ("SPWG") base case will be modified to reflect the addition of the proposed Denton Energy Center project and associated transmission additions, if any. Committed transmission additions in the vicinity of the study region would also be utilized to create the base case for this study. DME will define the study scope in terms of which buses will be impacted and monitored for short circuit fault currents. The network topology utilized for this study will be consistent with that utilized in the Steady- State Study. Fault currents will be calculated for 3-Phase and single-line-to-ground faults for facilities up to three (3) buses away from the proposed Point of Interconnection ("POI") unless otherwise agreed upon during the generation interconnect meeting. A listing of buses where the fault current increases by more than 3% as a result of the proposed Denton Energy Center project interconnection will be provided. The study is intended to only address and identify the circuit breakers and transmission buses over-dutied as a result of the addition of the proposed Denton Energy Center project and associated transmission facilities. The impact the facility may have on protective relay or grounding systems would not be addressed as part of this study. Completion of Short-Circuit Study: The Short-Circuit Study is estimated to be completed and a preliminary report issued within thirty 3o)calendar days following the completion of the Steady-State Study; however, such time may vary depending upon the volume of other required transmission system work activity. This time is exclusive of delays in obtaining any additional data that may be needed. Stability Study: The Stability Study is performed to assess transient stability of the proposed generation and to identify impact of the proposed generation addition on transient stability of near-by transmission and generation facilities,if any.The ability of the proposed Plant and select near-by DNV GL Group 9 October 04, 2016 345 4' °,'NA'.r",i71'A.^:°a., .,.v.'rr 1X°5,i ddr" u,rd',.,';Y'ir *,o irn;w^ 'ap„ uz.,.i ,i : ",Y. Y a' ,Y;,J- H!rr„«rp :., r, rr,r /f ,,` r+ ,fir r` ,,GY. '/., ;if'r,,.,a, ,!'i";^pn :,^rc`?d~r'„t'X,rr, „„ a w , r* i,,;i %i,s ir', ,r ,,,r,/+,'"i%%pf ,t`,r: i''y%'dq ,C, , C7, ,:'f, ,p .Mn%)r, C(. {,, -:, 4";,x $4%y1/ i r :ry,,;: ,Ai /;a, '/r ^;r'r'(r:r,y°/,/,/',w:,. 5'r S4;''wn!SL",d,;. /1,,. .,1 Xk,fl'r1 ;/x,,/fiPire-,a°,,,,(s:/;.";4.,^r,-.i?,,,r.,ra/!/i: r/rc" r% iv y .„' a ”%'r,l,'/,:,Y'A -d>:,.,;;fir;,,.;.i; r"y ,,q,i f„,rr,f,r v,,r u,f i',„,w,,,.;^u;.,r,.:;;'l/i,^,,,;,/ia,rN`' i F:,";r,,,,'<ia„r,,,.,.,,rrr,"1,&-nr,9rG-,s,..,^,.r;,,?<r,,,.,,,"Sit,w%ukd dK.,,,;,,,;?y'uni',,ia < DNV. GL generation/transmission facilities to maintain transient stability in the wake of a dynamic event or disturbance will also be assessed.Transient Stability will be assessed primarily through voltage and angular stability criteria for synchronous machines; and voltage and electric power output for Plant. The ability of a generation resource to remain in service during all transmission faults resulting in zero per unit voltage at POI for duration of no more than 9 cycles(0.15 secs)would be assessed as part of the stability study. The Stability Study will be performed as follows: To conduct the Stability Study, the Customer shall provide certain dynamic data/models relevant to the specific Plant facilities. The data will be reviewed and assimilated into the relevant year ERCOT dynamic database. This data is essential for proper modeling of the Plant. DME will use the most current Approved ERCOT Dynamics Working Group ("DWG") dynamic dataset, modified to include any area transmission upgrades represented in the Steady-State Study. These upgrades will also include the transmission improvements necessary to facilitate the interconnection of the generator to the existing transmission system. The stated generation to be studied will be added to the load flow case. Stability models of the proposed generation and any other future generation that is located near the proposed Denton Energy Center project that meets Section 6.9 requirements of the ERCOT Planning Guide and/or as agreed upon will be added to the DWG load-flow case and dynamic database. Further adjustments, if necessary, will be made by proportionally scaling ERCOT load or generation as appropriate. The Plant as well as existing generating units in the area will be modeled at or near full net output. Selected contingencies outlined in the ERCOT Planning Criteria will be analyzed to 1) evaluate the ability of the Plant to maintain stability or remain connected to the system and 2) evaluate the effect of the Plant on the ability of existing generation to maintain stability or remain connected to the system. Disturbances simulated in the Stability Study will include existing facilities owned by others as well as the DME transmission system. These other facilities will be included in the study based on input from the transmission owners and invitees to the Study Group. All system elements will be assumed in service prior to the contingency. If simulation results in a unit or Plant tripping due to its protection system actuation,the contingency will be noted in the report. Where instability is observed, additional facility requirements will be identified and tested. Special protection systems may be identified and proposed as an alternative to line or other equipment additions if feasible. Disturbances shall be studied in the form of normally cleared 3-Phase faults, normally cleared N-1-1 dynamic events and delayed clearing Single-Line to Ground faults for near-by locations with respect to the proposed generation interconnection.The dynamic events simulated as part of the transient stability study will be in line with the NERC TPL-ooi-4 Po-P7 events.Transient stability impacts as a result of the addition of the proposed generation will be studied. Plots for the voltage and selected electric variables for each disturbance studied will be provided along with the report to furnish proof of stability or instability. DNV GL Group 10 October 04, 2016 346 r' ,,,r ,1..,a,, ,w+'v /l..,,;. ,..,.,,,;irs,-p;;,,r;%,.,,..:a,,,,..,,w;,a,,>r,,.,;,;p,,.„., „.,.,,J d, F rd. rr9fNA , ,i ,f, /ths,.1,. «r„ ,M', w r,r'.rr;< lF;,,;:ryir.,;%r,,f,w„A-,,,, r 'v:a°r,p„rrrx"rrr n„n,•,,, ,r„ r,,.r,r,.„. r;.E..Ba,ar„.,0 a„1/-r:';:;'i,r,: .X r././„ ,p,/ i F-',,,.hr.f'%;r,”„"'f%. /;,;;,,,,,-.>;;;,. r.,r,,,-,r,,:,/H,,,.'o''r„lpaM1nn' 'rC 'n” P 71gJ",,,,,,i„i/,Jr.,b,),'F,r- -/'%"'-""r,y` ,r t,l,.b,', „„Y'r, s>~ u"rY ky' "r" &//"fl,a' "MP, -„ „jG„r„', c,.,,G Sry „N,"'r-.,tW'',,, ryir,:'^n,n },,1. A Y N., rf.,,r,lF unJ.,.,/,f,,( /,a;,.r; „w,a,+//.J.',f,^'?,. ,p Jrx` rr/,%r,./r,;,r,r,'/',h qpC,"/„/ Yb/,,,f/r ,;ryi,,n,. ,N„(:Ml''„ ,,:1,';r, ilii r„'/r/.,,"Yg,»;,,+,.t-,rb;T, ..o? a Y,rw x!txr„„u,r,rr,.,r. /,,,n't;4'r/,ar/,ur,.r,l'cr,rG:-,..,%r,/.,.,.,,,.d°.Y d;%Nb;'h1,':;t.;r.,,d(w!*,.r,:%;%;,,n,,:u,/S:Y,%//nG'G"Edr" !' w'Orr(mC'G'/a/.,-s,!;t 6 l/,,;;r. / 7, -„/'ir,' r, '' ina r,W':',,, !i, gw;'ayr/r,9.;n. ?,j^, ;,,r., `n', ,crLa£"vn;i4ry%,r,'n: !"-&x1 DNV• GL In addition to the above, a Critical Clearing Time (CCT) assessment will be performed with respect to the proposed generation facility and the impact of the CCT on the transient rotor angle stability of the near-by facilities and transmission system will also be evaluated. The Plant will be studied as requested for a 112.5 MW facility, or at full net output as otherwise indicated by the stability data submittal. If major system upgrades are proven necessary to eliminate stability concerns, total power output will be reduced or units will be incrementally removed to determine the maximum Plant capacity that can be accommodated without such upgrades. The Stability Study will identify any changes to the Plant requirements previously identified in the Steady-State Study. The report will describe the study assumptions, contingencies simulated, and the results of each simulation. Plots of the relevant machine parameters electrical power output, machine terminal voltage and machine rotor angle) in relation to a system reference will be provided to verify the stability or instability of each of the Plant units for each simulation. Plots of other units in the area will be provided to verify stability or instability caused by the addition of the Plant. The stability assessment for the Plant shall be carried out as per the data specified by the Customer. The Customer would be responsible for providing the dynamic models (dyre file containing the dynamic data of the unit and inverter, and the corresponding library/object file) for the said inverter in PSS/E Version 33. Furthermore, the Customer would also be responsible for providing details associated with the reactive control envisioned to be incorporated at the facility. Completion of Stability Study: The Stability Study is estimated to be completed and a preliminary report issued within ninety(go) calendar days following completion ofthe Steady-State Study,however,such time may vary depending upon the volume of other required transmission system work activity. This time is exclusive of delays in obtaining any additional data that may be required. Facilities Study: The Facilities Study will be performed as follows: The Facilities Study will provide a description of the proposed interconnection facilities, including cost estimates, one-line diagram, and estimated time to complete the construction of such facilities. The Facilities Study will be based upon 1) applicable results of the Steady-State Study, Short-Circuit Study, and Stability Study reports prepared by Transmission Service Provider pursuant to this Agreement and 2) additional assumptions to be mutually agreed uponbyCustomerandTransmissionServiceProvider. DNV GI_Group 11 October 04, 2016 347 3 , j I „a9 nx'r+; ,,,y., •;r,,-, mann. pa rernr ,,'C." r„ a;' :;7i' ,X'f'--,r,/ ;ra>w ,^' y„.r, .,Y;r r„a,.,:,,,r,,,, n„r ,,, •, q;i', 4 /,ene,snf".r",',,,« .,.AI,. .,-6,.. 1 ;Y,.-,,. .<r",,,/ v a>44""•,'1V,."., ,.!ham' ,.7 /, ,yt,':Y ,la,r,,z."V;7T,,Oi"'" „r., ,,/r.,;rr„yv:::,,c;q,",ur ,i,h%,,,r ..,,,,, r,%i,I n ,;a.' U, n f, u,frrs-rn ar, ,„t„y-/,.n,/'.r r.,. r „„„,„7,1;r,,, ,./r,„u 1, -/t, ,la„r, !„yr of J,N-,r-,,;r,r;,,,,r,r „r/.,F;> s,,7,"",,,,yfiX°'rrN'J r ! ,/n,,,..a. .,r„.-i,,,r„ „>IF rr,%;rs''i ,n,Fr<,.f,;%:,,'a, 1 ,rc,^t i, ;;^"';f.,,, aY/r r,. /,/; ;,,/rl;; 1 , rr,. „rii",i.Y,.,,rrJ ,/n„ „/Cr,,2ba,","f 7w.r 44wM'n."r ..,..a.rmw.4/,!,,,,,,/"`,,./,,,...,[,!5f;'9,,,.,,r{/,,."G:.;e%4ri,/..,,.1,,;,,vi4„rexro° niq ,b„r +/r'„r i, „d !u h 'WA ) s p ic„bfid2,/,.Jr„Y;;r,,:(,a;a„(/.'J.li:.,,,i.,,rr+,(..4,,,/' 'N//',cl l,.';r,'v N,.,/uiij!ay,;;,,,,,fr,'^i;/'/;,?;rc,;.,t!';;:rs%/;;r 6r;(F;;,yfi.',r,.,C,1jr,:,;rp,s;(.G",i 14i rai,.roc DNGL The scope of the Facilities Study will be limited to the facilities required to interconnect Customer's Plant to Transmission Service Provider's transmission system in accordance with Public Utility Commission of Texas("PUCT")Substantive Rule 25.195• Completion ofFacilities Study: The Facilities Study is estimated to be completed within ninety(go) calendar days after the Steady- State Study,Short-Circuit Study,and Stability Study are completed,however,such time may vary depending upon the volume of other required transmission system work activity. DNV GL Group 12 October 04, 2016 348 i,"l,Yi;fpp" ,fir yg irF'J'/5". .1"'Y;{'rr/,y,.;'1 %Y°/%7rlyrn`/4"r i4,,,. ,,rlr' :v r.f+)> %I,'.,V u;lir.rH'.W)'d' i"i, rW,%Y.€.A.'.,Y,r.' ,.I .P, Y,t`bb, 4.bIY1' , ",`F.,.F ./fj'I'r, /r..l M r 'f)',r)",';;r ...,ebrv.i' iinm/, r> ,al ,rr, P^'"t', T,N„ b 9f d'r wy;,..,, ,r'; r-o';;^o..,,N„-, x;,r., nr ,Gr.d. r%,wrr, -i./r .;a r ,u r.; A- a” '.4. ,r,F1 'i 0%'$ re 'r""';`^!•;r7, b,F bi., rr!,l(.Y /,,.,/a r...r.li rP r.,/ .,>,51; i"W,.N. /.//x rb,a,' dY.eN'hYi or. .!%'x/,"% .,? rr/./., ';fb 7,r r,. !P..da/.r,,;.'r, .fir. .Ox ! qr./'„ d'a;3i, y r n,w...r,.J ..U/ r;,..r,';:%iY;... ..r., f.r,.„:f';” .,„ /,, y.A /di:.rd..//r,,r//.,./ .! 7„dpx .Nri/a!r„r .,5. ;^,4 r,;i” .,t.,P, r"'i.iSJ..JM,e.,r. .hvori,.!5,.e;,,n A.... .....,r,l.w..i.,,..,..:r..,,,..,,..F,..;..,Mf.,,,;.n...efi,r,. P,."°".,„'.4,i'+s'.:,,.,Ma(,rrn„..a,Ji,,5i.,1-;<'.'i irA?%:ia.;<g.tr%PC??-r%rr ,g..;r.li/r..r.N rfi--„'i<,'N,r,.,,roA ;i„d,.,!'r{6F".n .cru-lf.a..t . .r,,,.s,,d.„ ,a-,..., o,.r.,.l,.r,.,.wb,.,...r,,rr,.,d,M.,3„;;1,,,,Vl.,...; DNV•GL 6.Deliverables The deliverables associated with the scope of work proposed in the previous section of the proposal are expected to be as described below: Comprehensive report outlining incremental transmission performance criteria violation associated with the addition of the proposed project if any under steady state, short circuit and stability analysis Provide description of the proposed interconnection facilities, including cost estimates, one-line diagram and estimated time to complete the construction of such facilities Completion of any miscellaneous transmission services requested by DME DNV GL Group 13 October 04, 2016 349 ri X h" xy^'a/ S"r'4'„„a, pnr./,xrr/,,r.vi V,.r, rihr, ,n^'..wr, n, r,..r„ .M p,:, ,rr„u 0 1/airi"',".>,.. '3r7' ,/ ,! ,'°r'„!” %w'. >JA ' yr ",rb ;^wts"^ ,n..1 ra,,rr,e r w ,n,- i" Y ,a,., ,'7k",w .nrn;, //Y ,6/.Ii" ,..2”l'!3n 7+”".i,. ,R'P :9.n„x7f,("' ,.Y%o,,,.'v ,./r...%;'.,r r/r r°;6 ,1, r l', w! -,i; ;s„ ,%'I"f r, ,"7 .,,.> ..r... .r5"ti,i;%„,,.4"'"u!"ir`%i;:,.;°l°,.,,,,' .4, r.?`s4' / 6 .a, ,,r'//%, e., ,,;,i,,. ..rxj,,. Ya,,'% r,,...r nrI%/ r,i, M r'.n..i d r ,/:sur r .%' iF.w.nr 'W,. f^f,..F' „,C.n;'e pr..lr.1/".I r w w.at „c, .$>l r, ,/v .9, ro F, S." ,lf,.,. fir +r,r ,a'J„ .,>.. a;/,,.,./. ,l ,,T"'^... .r)r „r7rr;cw,. 'P', w'an;,.r',t`Y,"Gaal.,..ro2.IC i,r.x.di,,r,.la;:,rr,,.r,.tih,"rx,;,,,,,,,,,,,,iij,..ir9i, irr/ r -.7%.'3,p.,1r/..f 's,, I' ra' ,r,,,^is;/v-. /, ./,,r-;;, ,,,r;,,r "uic'^i,wx.,,rL+X+.rAO,'. YJXSk./,.o,:,;.,v.r,l,e.//.'.x,rv.,,/r%G',. ,u a,t%rm 4Xi-'./a'',,,,M.,:.;,Yw.'e,,,r,</:5:.r,.,v,iq tf...;",;/,..../Is..,kG,'/,f;.,..r,..,l,t;<3.4yr,`,Sr,./,%r.6ii,a, DNV•GL 7. Cost Proposal GL PWR Solutions Inc., based on its prior experience of performing such planning assessments, covenants the engagement strictly as described in the previous section not to exceed the amount indicated below: Full Interconnection Study(DEC)-$99,500 Some important comments with respect to the not-to-exceed budgetary estimate provided above are as follows: Shipping, Outside Blueprints, Reproduction (Large Runs), Computer Related Expenses Travel Expenses(non-local)Cost plus o% Any additional services rendered to the Client would be billed on a time and material basis, exclusive of tax, at the following hourly rates: GL PWR Solutions Inc.Rate Schedule Project Manager 222.00 Lead Engineer 191.00 Senior Engineer 175.00 Engineer 155.00 Project Administrator 87.00 DNV GL Group 14 October 04, 2016 350 ns:. ...,n•nvr A,' .J;°, ..rya rf"'H u'{^,n/"^.;V:A:,'/';reri' ;+rr...,,,q;.p«;h^^,,-,nrr oiy,,,; n-r,r C,'. ,r d"'s,.,,, r . 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Rr,' ,C,;,.l,,. .../nr ,1„r" v,rr„ e...+,r.,.,..(.,.b;N .,1.+h rf; rx;%d..Lll, -if liilNf%;.ior,i',r'hi%h:tri'/.,r;:?fry''nT.S',,:,,r,,,/:;i.'f:;i%3'V.:r,.Jnr.r<u.rw;9.u.-biir'.ir'.k DNV•GL 8.Proposed Engagement Acceptance Should the Client desire to accept this Proposal, please contact Mandhir Sahni for preparation of the Purchase Order, including finalization of the scope of work, schedule of work, cost basis, Special Conditions referenced in this Proposal,and the Master Professional Services Agreement. DNV GL Group 15 October 04, 2016 351 rotl'N^ unv"rt',kf..",., •'9i'Cr,•u:.. ;„p ,.,p.x” vii. rb,. It s J,4r ,-rw%e ':,„ui”,csw, r„ y w,y.., .,,,i.ro, ,,;,..d', r! 1 ,;, X'V„/„ ..`r ,.., -..ra, ,r;«,,rv.'4n { .,,P T' X,r. 4hrd,w' r:!', ,>,~/',. p,,rr,4n;,p,.«,9-.. 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By: A By: Li top.,:.: 411°P AMP' 4 A A , rIL.LAJ Title: Date: \. \\ i."(_,\ ) 10 Date: 2•A' I j° 353 Af" r>rN,'R"gra.++r- i r-n:,.,:r;n„ ,,.+.;,,, ../'r;.'ks e .;r,,.rl n ,;,,. C l?y/,rli "/"1N ro,< ;,,;";3y,rr 'g,/ ',r'4+',°,r" 'a, ^ ,,,,,,.,,M,''ir,uw,,.y, ,;%v,r'ci," 'Nb rwe;•'r,r/' <n,'.r'a, •'/„ary'nq,;,,,,e,.,,J„r,.,r/°,y ,,,,,r:wrii,. .u,y,'-- rNa, 591., f r; m Iyrr ,x ti /' r r R,rs,,/ r r. .;n y, /, b„9 "'r /N. Y'' W, / r"/ v¢r t'ii, „`' t, Ru,,ar;, 7R';5, rl,°"/ /d y{r,71 .'V ,r;,n w/r, rd's 'fit•'"Y,r n.;"',U,' ;N,f'. „5' /„i"",,, rry/IG%;i r H!'ri`'N,„+ N''r, h t b„ r,'Dl ;/r,r/q:.,;„yp'b;r, /s r`,/,i'°(fi/a nr;,1,v u111r /Mi1<' r&w7w 1` ,r,C^d;,n' ',,(/ r „ w,.;t'!"&,4,f':r/ ' ri,„, w /ftyq ,rf Xn'yF 1 'rrr'p!°/o,i r,r,r,ri;;!'r,ir,v gdryu„i/a11,Jo' r'u'Y 1'isn„'";,u„ rplYr, r,f,'!'4'i'/.J%,f`hwro4': .,4r,e(/r:X•dog":;,,G„/J.?Grad%f'”JA,,l'i.r,Jr9'1L n.4,,r,(,.,i1nl,.n„rc„rr'„(."..rro r,.:.,/r,e,'R•,/r„'1,':J,4.<,rr„,/f,,,.ae,,,(ivy,;,^7:',/&,«Aa:,.,Yrrn«f'.m„M w.(sdu,+,,.kdq,F», SAFER, SMARTER, GREENER THIS IS DNV GL Driven by our purpose of safeguarding life, property and the environment, DNV GL enables organizations to advance the safety and sustainability of their business. We provide classification and technical assurance along with software and independent expert advisory services to the maritime, oil & gas and energy industries. We also provide certification services to customers across a wide range of industries. Combining leading technical and operational expertise, risk methodology and in- depth industry knowledge, we empower our customers'decisions and actions with trust and confidence. As a company, we continuously invest in research and collaborative innovation to provide customers and society with operational and technological foresight. With our origins stretching back to 1864, our reach today is global. Operating in more than 100 countries, our 16,000 professionals are dedicated to helping customers make the world safer, smarter and greener. In the Energy industry DNV GL delivers world-renowned testing and advisory services to the energy value chain including renewables and energy efficiency. Our expertise spans onshore and offshore wind power, solar, conventional generation, transmission and distribution, smart grids, and sustainable energy use, as well as energy markets and regulations. Our 3,000 energy experts support clients around the globe in delivering a safe, reliable, efficient, and sustainable energy supply. For more information on DNV GL, visit www.dnvgl.com. 354 e.=. R : ', I . : ',. , '. . ... , ,...., . : : R * •.. ... • R . ,...... .. l. ! . : , ,... l I ;. . ''. , , ,, , '. .... . ` , : . I I ' . / i '. '. . ' ,,,. ,....., : .. t ' •s al ' , 1' • • r 1 '1 r . . •- r • • -. • - '• r •' ': •• 1• • • • - r + r ' , + , ' ' r • , - - - • !- • 1'• . •- -• ' ' . r• • 1 _. 1 #' 'r *+' _. w +' ' --! .I • • '• • •'':• .w • 1 ' - - 1 • • • r; • • • ' • 1 ! " f .' • !. •' ' '! . • + ' l r I •- r I . ' • 't - ; i. '• . ' ! " 1' •" . • "' ' i: . ' ... s '. '. ... ,'. . ' : • • ...'. • ' .. #' • . ... ' ... ' * .: '. '. : # ' s. r ' .. . : r . . " ,.. • .. : • " • • ' •; ' ' 1 • ' ' • /, . '. a . • • .f • ,. + . • •" •'' " ' .'i• '' +'• •' . .. Y ' ' ' i ,' '[ - - * . • ' . I ' • . '"# 1' c i - .,i• • .• •'" ' • ' Y f '# ' . ' •. - . • • • - ' - - •,. • . ' - r • I,'• L 355 SECTION 2. The City Council ofthe City ofDenton, Texas, hereby expressly delegates the authority to expend funds and to take any actians that may be required or permitted to be perfarmed by the City of Denton, Texas, under File 5148, to the City Manager of the City ofDenton, Texas, or his designee. SECTION 3. The recitations and statements cantained in the preamble hereto are incorporated herewith as a part of this Ordinance for all purposes. S„ECTION 4, This ordinance shall become effective irnrnediately upon its passage and approval. ATTEST: JENNIFER WALTERS, CITY SECRETARY B/ t' f r } ,!` ' J ' J ' , : r.? d_ ,+ V,w '"_,m':.# ? t"''":..= t,s , R ..... I I R L. • R' ss C „„w '. By; ;' ,» r '" .-. " r" 1Y , ,- r n w._ . ,t` -^. ` y K day of '' , 2017. 1 i ggg f d P r ( 5' i W f ' 4 G 4 CHRIS WATTS, MAYOR 356 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 THE STATE OF TEXAS § COUNTY OF DENTON § SECOND AMENDMENT TO CONTRACT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND GL POWER SOLUTIONS, INC. CONTRACT #51481 THIS SECOND AMENDMENT TO CONTRACT. .(hereafter the "Second Amendment") to that certain Contract by and between the City of Denton, Texas and GL Power Solutions, INC. (hereafter the "Agreement") in the original Professional Services Agreement, which were heretofore executed on 5" of February, 2013, and was approved by the Denton City Council and subsequently executed by the Denton City Manager or his duly authorized designee; and said Agreements were heretofore entered into by and between the City of Denton, Texas, a Texas Municipal Corporation with its offices at 215 East McKinney Street, Denton, Texas 76201 (hereafter the "CITY"); and the firm of GL Power Solutions, INC. (hereafter "CONSULTANT") with its offices at 2777 North Stemmons Freeway, Suite 1520, Dallas, Texas 75207; and The initial agreement for the Services — (Contract 5148 - Exhibit A), was approved on February 5, 2013, in the not -to -exceed amount of $857,469.06. The original Agreement provided for CONSULTANT'S services related to the Denton Municipal Electric (DME) Project that includes, without limitation, Transmission Planning & NERC TP Compliance Services assisting in bringing compliance to regulations affecting the City's Electric Utility Denton Municipal Electric. Specific tasks with the original contract were identified in the contract as (1) Annual Planning/FERC 715 Filing Study, (2) Transmission Project Identification, Evaluation, Validation & ERCOT RPG Approval, (3) ERCOT Steady State Working Group Data Modeling & Submissions, (4) ERCOT System Protection Working Group Data Modeling & Submissions, (5) ERCOT Dynamics Working Group Data Modeling & Submission, (6) ERCOT Contingency/Data Dictionary Updates, (7) Technical Support on TP NERC Compliance and FERC 715 Filing. The CITY and CONSULTANT further specified and agreed within the original contract, that additional services may be necessary to complete the project, and identified those services within Article III — Additional Services. The FIRST AMENDMENT TO CONTRACT (Exhibit B) was approved on November 1, 2016 for an additional amount of $99,500 under the delegated authority of the Denton City Manager. Once new annual requirement was added to the original services agreement: preparation and maintenance of a Geomagnetic Disturbance Model. Additionally, with the addition of the Denton Energy Center, the -City (Denton Municipal Electric) must prepare a Facilities Interconnection Study for submission to ERCOT. The FIRST AMENDMENT increased the total not -to -exceed contract value to $956,969.06. NOW ' THEREFORE, the CITY and. the CONSULTANT (hereafter collectively referred to as the "Parties"), in consideration of their mutual promises and covenants, as well as for other good and valuable considerations, do hereby AGREE to the following 357 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 First Amendment, which amends the following terms and conditions of the said Agreements, to wit: The provisions of the said Agreements are hereby amended to add the additional Agreements as follows, to wit: The SECOND AMENDMENT TO CONTRACT (Exhibit C) seeks approval authority from the Denton governing body, to extend the Original Agreement for an additional three (3) year period, where the following services will be performed: (1) Annual Planning/FERC 715 Filing Study, (2) Transmission Project Identification, Evaluation, Validation & ERCOT RPG Approval, (3) ERCOT Steady State Working Group Data Modeling & Submissions, (4) ERCOT System Protection Working Group Data Modeling & Submissions, (5) ERCOT Dynamics Working Group Data Modeling & Submission, (6) ERGOT Contingency/Data Dictionary Updates, (7) Technical Support on TP NERC Compliance and FERC 715 Filing, (8) GMD Model development & validation, 9) Full Interconnection Study — Denton Energy Center. The three (3) year agreement, upon approval, will add an additional amount of $1,012,440.08. The total not -to -exceed contract amount will be revised to $1,969,409.14. Original Agreement $ 857,469.06 1" Amendment $ 99,500.00 2"d Amendment $1,012,440.08 Total Not -to -Exceed $1,969,409.14 358 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 The Parties hereto agree, that except as specifically provided for by this First Amendment, that all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations of the Parties, set forth in both the Agreements and now the First Amendment shall be, and will remain in full force and effect. IN WITNESS WHEREOF, the City of Denton, Texas and GL Power Solutions, INC, have each executed this Second Amendment y and through their respective duly authorized representatives and officers on this the day of February 2017_ CONSULTANT" GL POWER SOLUTIONS, INC DocuSigned by: By: — MANDHIR SARM, PhD CITY OF DENTON, TEXAS A Texas Municipal Corporation DocuSigned by: By: HOWARD MARTIN CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY DocuSigned by: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY By: DDocuSigned by: 66L 1 o - 359 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 EXHIBIT A 360 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 STATE OF TEXAS § COUNTY OF DENTON § PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into as of the 45? day of 2013, by and between the City of Denton, Texas, a Texas municipal corporation, with is principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201 (hereafter called "OWNER"); and PWR Solutions, Inc., with its corporate office at 2777 North Stemmons Freeway, Suite 1520, Dallas Texas (hereafter called "CONSULTANT"); acting herein, by and through their respective duly authorized officers and representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project (hereafter the "Project"): The Project shall include, without limitation the following services: 1. Annual Planning/FERC 715 Filing Study 2. Transmission Project Identification, Evaluation, Validation & ERCOT RPG Approval 3. ERCOT Steady State Working Group (SSWG) Data Modeling & Submissions 4. ERCOT System Protection Working Group (SPWG) Data Modeling & Submissions 5. ERCOT Dynamics Working Group (DWG) Data Modeling & Submission 6. ERCOT Contingency/Data Dictionary Updates 7. Technical Support on TP NERC Compliance and FERC 715 filing ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A. The CONSULTANT shall perform those services as are necessary and as described in the Proposal for Transmission Planning and TP Compliance Services" (hereafter the Proposal"), prepared by CONSULTANT, dated December 7, 2012, being a 35 page document addressed to Chuck Sears, Electric Engineer, Denton Municipal Electric; Page l 361 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 which Proposal is not attached hereto, but is on file in the office of the City Secretary, and which Proposal sets forth and defines the scope of services to be performed by CONSULTANT; said Proposal is incorporated by reference herewith. B. PROVIDED HOWEVER, the Proposal referred to in Article II.A. above is a document which contains confidential and sensitive public power competitive information involving electric transmission planning, deals with regulatory actions, filings and requirements; therefore, in accordance with Sections 551.086 and 552.133 of the Texas Government Code, the City Secretary is directed to seal and maintain said Proposal in her custody and control, as a document excepted from public disclosure under the provisions of Section 552.133 of the Texas Government Code, unless otherwise lawfully ordered by a court of competent jurisdiction, to disclose said Proposal. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Proposal, shall be the subject of an additional Proposal to be executed at a later date. ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon the issuance of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. OWNER and CONSULTANT shall each have the unqualified right to terminate this Agreement upon thirty (30) days advance written notice delivered to the other party. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager or his designee. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. "Subcontractor Expenses" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services authorized in the process of completing the Basic and Additional Services. 2 "Direct Non -Labor Expense" is defined as that expense for any for any out-of-pocket expense reasonably incurred by the CONSULTANT related to its performance of this Agreement, for long distance telephone charges, telecopy charges, messenger Page 2 362 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 services, printing and reproduction expenses, out-of-pocket expenses for purchased computer time, prudently incurred travel expenses related to the work on the Project, and similar incidental expenses incurred in connection with the Project. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based upon the estimated detail at an hourly rate shown in the Proposal, a fee, including reimbursement for direct non -labor expenses not to exceed $857,469.06. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with terms of this Agreement or Proposal. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to the Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not -to -exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III "Additional Services" without obtaining prior written authorization from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based in accordance with the additional fee provided for in the additional Proposal. Payments for any authorized additional services shall be due and payable upon submission by the CONSULTANT, within thirty (30) days after receipt of the invoice by OWNER. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make undisputed payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT's undisputed statement thereof, then Prompt Payment Act interest, as set forth in Chapter 2251 of the Texas Government Code, shall be paid on the amounts due the CONSULTANT. In addition, the CONSULTANT may, if it has not received payment by the thirty-first (315) day after receipt of payment, after giving ten (10) days' written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the OWNER to pay prompt payment act interest if the OWNER has a bona fide dispute with the CONSULTANT concerning the payment or Page 3 363 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, "Compensation." ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, and not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE IX INDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. Page 4 364 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ARTICLE X INSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Board or any successor agency, which company has a rating with Best Rate Carriers of at least "A-" or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than 1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than 100,000 in the aggregate. B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. C. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. E. The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The insurance policies shall name the OWNER as an additional insured on all such policies where it is legally possible to do so excluding, however, Worker's Compensation Insurance and Professional Liability Insuarnce; and such policies shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation, provide to OWNER substitute policies or certificates evidencing the same required coverage. The CONSULTANTS' Comprehensive General Liability, Worker's Compensation, and Automobile Liability policies shall include a waiver of subrogation in favor of the OWNER. ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation. No mediation arising out of or relating to this Agreement may proceed without the agreement of both parties to submit the dispute to mediation. The location for the mediation shall be the City of Denton, Denton County, Texas unless a different location is agreed to by the parties. The costs of mediation shall be borne evenly by each party. Page 5 365 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ARTICLE XII TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V "Compensation." Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their services or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. CONSULTANT retains responsibility and liability at all times during this Agreement and after completion of this Agreement. CONTRACTORS maximum liability in relation to any and all claims arising from or related to the Services, this Agreement or a Work Order, whether such claims are based in negligence, professional negligence, any other tort, breach of contract, or any other claim, shall be an amount not greater than $ l Million dollars ($1,000,000) for all losses, in the aggregate, howsoever caused. Except as expressly provided in this Agreement, this Agreement is intended to be solely for the benefit of the OWNER and CONTRACTOR and is not intended to and will not confer any rights or benefits on any person or entity not a signatory hereto. Page 6 366 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing: To CONSULTANT: PWR Solutions, Inc. Mandhir Sahni, PhD., Vice -President 2777 North Stemmons Frwy. Dallas, Texas 75207-2277 To OWNER: City of Denton, Texas George C. Campbell, City Manager 215 East McKinney Street Denton, Texas 76201 and Chuck Sears Engineering Department Manager Denton Municipal Electric 1685 Spencer Road Denton, Texas 76205 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE XV ENTIRE AGREEMENT This Agreement, consisting of 11 pages, plus the 35 -page Proposal provided for above in I1.A., constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XVI SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. Page 7 367 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ARTICLE XVII COMPLIANCE WITH LAWS The CONSULTANT and the OWNER shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XIX PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, nor have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER immediately of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under Federal. State and local laws to perform such services. C. In those instances deemed necessary by the OWNER, the CONSULTANT, its employees and/or its Sub -consultants shall be required to submit to background checks. ARTICLE XX ASSIGNABILITY The CONSULTANT shall not assign any of its scope of work under in this Agreement, and shall not transfer any of its scope of work under this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. Should the CONSULTANT assign any part of the monies due under this Agreement, CONSULTANT is required to provide written notice of the same to OWNER. Any assignment of monies due under this Agreement shall not change any of the terms or conditions of this Agreement to include but not limited to the terms and conditions for payment under this Agreement. Page 8 368 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ARTICLE XXI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed; and the parties further agree that the provisions of this section will not be waived unless as set forth herein. ARTICLE XXI1 MISCELLANEOUS A. The 35 -page Proposal described in and referenced in II.A. herein is made a part of this Agreement: B. CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment or after final completion of all work required under this Agreement, whichever is longer, have access to and the right to examine any directly pertinent books, documents, papers, correspondence, to include e-mails, and records of the CONSULTANT involving transactions relating to this Agreement. CONSULTANT is required to maintain and make available all electronic records associated with this Agreement for purposes of examination. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section. OWNER shall give CONSULTANT reasonable advance notice of intended audits. C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Dr. Mandhir Sahni. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein. CONSULTANT understands that OWNER is to be informed of the removal or loss of any of the key persons working under this Agreement. CONSULTANT also agrees to provide the OWNER with notice of the name(s) of who it intends to replace the key person. OWNER shall have a right to reject any replacement key person(s) and CONSULTANT agrees to name a replacement key person(s) acceptable to the OWNER. Page 9 369 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 E. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement - IN WITNESS HEREOF, the City of Denton, Texas has executed this Agreement by and through its duly authorized City Manager; and CONSULTANT has executed this Agreement by and through its duly authorized undersigned officer on this the 5*, day of a , 2013. 117 ATTEST: Page 10 CONSULTANT" PWR Solutions, INC. A Texas Corporation al OWNER" CITY OF DENTON, TEXAS A Texas Municipal Corporation By: FORGE C. CAMPBELL CITY MANAGER 370 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ATTEST: JENNIFER WALTERS, CITY SECRETARY By: / APP VED TO LEGAL FORM ANITA BURGESS, CITY ATTORNEY By: Page 11 371 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 A GL GROUP COMPANY P R Solutions PROPOSAL FOR FIVE YEAR TRANSMISSION PLANNING & TP COMPLIANCE SUPPORT SERVICES Client Denton Municipal Electric Contact Chuck Sears Issue B Status Draft Classification Commercial in Confidence Date 07 December 2012 Author(s) M. Sahni Checked by S. Talati Approved by C. Barbeau PWR Solutions, Inc. 2777 N Stemmons Fwy, Suite 1520, Dallas -TX, USA Phone: (214) 678-1190 1 Fax: (214) 678-1195 www.pwrsol,biz & www.gi-garradhassan.com 372 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 IMPORTANT NOTICE AND DISCLAIMER This proposal ("Proposal") is prepared and issued by PWR Solutions, Inc. ("PWR Solutions"), a member of the Germanischer Lloyd (GL) group of companies and a wholly-owned subsidiary of Garrad Hassan America, Inc. (GL GH), for the sole use of the client named on its title page (the "Client') for whom this Proposal is prepared. Neither this Proposal, nor any discussions, correspondence or other activities in connection with this Proposal shall form a relationship of responsibility (and whether in contract or in tort, including negligence) regarding its subject matter without the Client (or with the agreement of PWR Solutions any third parties) entering into a written agreement with PWR Solutions in accordance with the terms and conditions contained or referred to in this Proposal. This Proposal may only be reproduced and circulated in accordance with the Document Classification and associated conditions stipulated or referred to in this Proposal. 2. This Proposal has been produced from information at the date of this Proposal and, where applicable, information relating to dates and periods referred to in this Proposal. The Proposal does not imply that anyinformationisnotsubjecttochange. 3. PWR Solutions does not provide legal, regulatory, insurance, tax, or accounting advice. The Client must make its own arrangements for consulting in these areas. AW : w 373 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 KEY TO DOCUMENT CLASSIFICATION Strictly Confidential For disclosure only to named individuals within the Client's organization Private and Confidential For disclosure only to individuals directly concerned with the subject matter of the Proposal within the Client's organization Commercial in Confidence Not to be disclosed outside the Client's organization PWR Solutions Only Not to be disclosed to non-PWR Solutions staff Client's Discretion Distribution for information only at the discretion of the Client (subject to the above Important Notice and Disclaimer) Published Available for information only to the general public subject to the above Important Notice and Disclaimer) C 2012 PWR Solutions, Inc. 374 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: $ Final REVISION HISTORY Issue Issue Date Summary A B 30 November 2012 07 December 2012 Initial issue for review Issue to include comments/edits as per client requests 375 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal far Transmission Planning & TP Compliance Services Issue: B Final TABLE OF CONTENTS 1. INTRODUCTION 1 2. COMPANY OVERVIEW & PROPOSED TEAM 3 3. CAPABILITY STATEMENT 6 a. Team Experience, Capabilities & Relevant Projects 6 3.1.1. Transmission Planning, NERC TP Compliance & FERC 715 Filing Support Experience 6 3.1.2. PWR Solutions Team Expertise 9 4. SAFETY AND PERFORMANCE 13 5. LEGAL ACTIONS 14 6. CUSTOMER REFERENCES 15 7. BIDDER SUBCONTRACTOR LIST 16 8. PROPOSED SCOPE OF WORK 17 a. Background 17 b. Task 1: Annual Planning/FERC 715 Filing Study 17 C. Task 2: Transmission Project Evaluation, Validation and ERCOT RPG Evaluation 22 d. Task 3: ERCOT SSWG Data Modeling & Submissions 23 C. Task 4: ERCOT SPWG Data Modeling & Submissions 23 f. Task 5: ERCOT DWG Data Modeling & Submissions 24 g. Task 6: ERCOT Contingency/Data Dictionary Updates 24 h. Task 7: Technical Support on TP NERC Compliance & FERC 715 Filing 24 9. DELIVERABLES 26 10. COST PROPOSAL 27 11. SPECIAL CONDITIONS 29 12. PROPOSED ENGAGEMENT 30 2 376 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final 1. INTRODUCTION Denton Municipal Electric ("DME") has requested that PWR Solutions Inc. ("PWR Solutions") present a proposal to provide technical consulting services associated with the following to support DME's transmission planning efforts over the next 5 -year horizon: Annual Federal Energy Regulatory Commission (FERC) 715/Transmission Planning Study Evaluation of transmission enhancements required for reliable operation of the DME system over the long-term planning horizon including. o Transmission system analysis and reliability project justification per ERCOT Planning Charter o Transmission project submission to ERGOT for Regional Planning Group (RPG) review, comments and approval a Submission of data/models associated with approved transmission projects to ERCOT Technical Support & Representation in relation to the findings of the FERC 715 study in meetings with other Transmission Service Providers (TSPS) Data Submissions for ERCOT Steady State Working Group (SSWG) DSA and DSB transmission cases/models Data Submissions for ERCOT System Protection Working Group (SPWG) future year cases Data Submissions for ERCOT Dynamics Working Group (DWG) current and future year cases Contingency Dataset validation and submissions to ERCOT Data Dictionary Updates to ERCOT PWR Solutions is happy to herein present this Proposal for providing the aforementioned services to DME and thanks DME for considering PWR Solutions in its selection process for this important engagement_ Additionally, PWR Solutions applauds DME's decision to engage additional expertise to assist in long- term transmission planning/evaluation, FERC 715 filing & ERCOT data submission activities. We are well positioned to meet the needs of DME and we believe we are uniquely qualified to assist DME in conducting such study and modeling activities. PWR Solutions believes that it is uniquely positioned to provide value proposition based services spanning all services requested in the scope of work by DME. Some unique advantages of the PWR Solutions Team, vis-a-vis the scope ofservices requested by DME, are as follows: Comprehensive knowledge and in-depth understanding of the DME and neighboring transmission system. Comprehensive experience in terms of identifcation/validation/approval of transmission projects for DME via the ERCOT RPG process including: o Denton 138kV Loop Upgrades o North Texas Transmission Task Force projects for additional sources into the DME region PWR Solutions has performed all transmission planning services for DME including FERC 715 studies, annual planning studies, data modeling/submission and technical support to ER COTfor the last three years. Comprehensive transmission planning experience within the ERCOT system and in-depth knowledge of the ERCOT RPG process for transmission project evaluation and justification. PWR Solutions also performs all the transmission planning services associated with the following utilities in ERCOT: o Sharyland Utilities 377 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final o Cross Texas Transmission (CTT) o Wind Energy Transmission Texas (WETT) o Lonestar Transmission o Texas Municipal Power Agency (TMPA) Highly Qualified Consultants/Engineers in all areas of the scope of work - As seen by both our resumes and qualifications, the team at PWR Solutions has significant and proven expertise in all aspects of the scope of work outlined in the proposal. Comprehensive Modeling Capabilities - The team at PWR Solutions possesses state-of-the-art modeling, study and automation capabilities required to perform the activities outlined in the scope ofwork. Some of the key modeling and process automation capabilities include: o Comprehensive transmission system modeling & assessment capabilities utilizing PSS/E, ASPEN, PowerWorld Simulator, VSAT & PSCAD o Comprehensive & Customized automation module development capability — Microsoft - Excel & Python -scripting driven Graphical User Interface (GUI) based modules that automatically interface with PSS/E & PowerWorld. The ensuing sections of this Proposal provide details associated with the PWR Solutions team overview, capabilities and scope of work requested by DME. Any questions relating to this Proposal should be directed to: Dr. Mandhir Sahni 1 (214) 678-1197 msahni(&Pwrsol.biz 378 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Pro osal for Transmission Planning & TP Compliance Services Issue: B Final 2. COMPANY OVERVIEW & PROPOSED TEAM PWR Solutions, Inc. ("PWR Solutions") was established in 2001 to provide independent and objective engineering and consulting services to Investor Owned Utilities (IOUs), Independent Power Producers IPPS), power marketers, municipalities & cooperative clients. It is a member of the Germanischer Lloyd GL) group of companies and a wholly-owned subsidiary of Garrad Hassan America, Inc. (GL GH). PWR Solutions is part of GL's renewable energy consulting business, trading with GL GH under the GL Garrad Hassan brand. In order to better meet the needs of the challenging power market in North America, PWR Solutions joined GL GH in order to provide an integrated service that offers strategic, technical and economic consulting services in electrical generation, transmission and distribution planning, congestion management and risk assessment, as well as design and engineering solutions. These proven and scalable methodologies in electric generation, transmission and distribution planning include comprehensive power market, transmission analysis and grid integration expertise apart from a huge range of non -electrical disciplines. PWR Solutions' focus is to provide creative, cost effective and practical solutions to stakeholders in the generation, transmission and distribution market. It excels in providing strategic technical and economic consulting services in electric transmission and generation planning to its clients. From a utility standpoint, PWR Solutions has proven expertise and vast experience in performing generation interconnection, load flow, short circuit, stability, Voltage Ride Through (VRT), frequency regulation, Automatic Generation Control (AGC) and dynamic voltage control assessments. PWR Solutions also has extensive knowledge of grid integration of renewable and emerging technologies, in particular being involved in projects such as ERCOT Voltage Ride Through Study & ERCOT Competitive Renewable Energy Zones (CREZ) Reactive Power Study. Additionally, PWR Solutions is currently performing all transmission planning and grid integration activities for utilities, such as Sharyland Utilities, Wind Energy Transmission Texas (WETT), Cross Texas Transmission (CTT) and Lonestar. We offer clients detailed studies necessary for the specification of power system equipment and operational studies required to identify safe and reliable methods of system operation and switching procedures. PWR Solutions recognizes the importance of well-defined technical analyses as the basis for both technical and investment decisions. The use of Power System Simulation for Engineering (PSS/E), PowerWorld Simulator and Electro -Magnetic Transient Program (SMTP) software provide the basic analytical tools for studying large power system networks. Typical studies performed by PWR Solutions include: System Planning Studies o Full Interconnection Studies o Dynamic Assessment of Power System Networks o Reliability and Economic Assessment of Transmission Projects o Generation/Transmission expansion o Overall system coordination and stability, reliability and availability studies o Economic analysis and cost impact of power wheeling and cogeneration o Optimal power flow analysis and area interchange control o Generator reactive capability curves and VAR planning o Maximum interchange between two systems for single or multiple event contingencies o Voltage collapse analysis 379 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue• B Final o Fault analysis and relay coordination o Substation configurations and equipment sizing, grounding o Voltage Ride Through Studies 0 Transmission Line Studies o Modeling of short & long transmission lines o Load Pow analysis o Contingency studies o Transmission line optimization o Lightning effects and insulation coordination o EMF evaluation/effects o EMI studies and system grounding o Switching studies and equipment sizing o Net interchange and system loss studies o Line Para] teling/Crossing studies Special Studies o Sub -Synchronous Resonance (SSR)/Sub-Synchronous Control Interaction (SSCI) Studies o Harmonic Assessments o Electro -magnetic Transient Studies o Dynamic Model Development for Wind Turbines o Dynamic Model Development for Emerging Technologies such as battery storage and Compressed Air Energy Storage (CAES) Details of the full range of services and products can be found at htt_p://www_pwrsol.biz/ and www.lzl- arradhassan.com respectively 4 380 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 1 W 381 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final 3. CAPABILITY STATEMENT a. Team Experience, Capabilities do Relevant Projects 31.1. Transmission Planning, NERC TP Compliance & FERC 715 Filing Support Experience PWR Solutions has considerable experience in terms of providing the following services to utilities across ERCOT and other parts of North America: Transmission Planning, Data Submission & Technical Support — PWR Solutions has provided technical consulting services for all transmission planning services for various electric utilities in ERCOT including CTT, WETT, Sharyland Utilities, Lonestar Transmission and TMPA. Additionally, PWR Solutions has performed special studies such as Reactive Optimal Power Flow (OPF) and Load Modeling evaluations for Los Angeles Department of Water & Power (LADWP) and similar engagements for utilities outside ERGOT. Most importantly, PWR Solutions has performed all the transmission planning services for DME over the last three (3) years. Transmission Project Justification vis-a-vis regional planning criteria — PWR Solutions has been instrumental in performing the transmission planning studies to justify numerous projects through the ERCOT RPG process including: o Sharyland-AEP 345kV Cross Valley Project o Sharyland Railroad DC Tie Expansion o TMPA Transformer Replacement & Reactor Re -Configuration o 138kV Denton Loop Upgrades o Sharyland Stanton/Midland Upgrades — Atlas Driver Station Technical support associated with NERC TP and FERC 715 compliance — PWR Solutions has provided technical consulting services associated with NERC TP Compliance and FERC 715 filing for each of the ERCOT utilities mentioned above including DME. Generation Interconnection Studies — PWR Solutions has performed over 40 full interconnection studies on behalf of various utilities in ERCOT. The full interconnection studies have typically spanned the following assessments: o Steady State Study o Short Circuit Study o Transient Stability Study o Facility Study Specific projects demonstrating PWR Solutions team expertise in transmission planning areoutlinedbelow: Project: ERCOT Voltage Ride Through Study Customer: Electric Reliability Council ofTexas (ERCOT) Duration: June '09 —July '10 Objective Assess impact of lack of WGR VRT capability on reliability of ERCOT system as whole 0 Team Contribution 382 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue- B Final Novel "voltage -profile" based approach for WGR collection system aggregation — White Paper adopted by ERCOT Novel automation techniques to develop detailed WGR collection system models — 80 WGR models in 2 months First study of its kind in U.S Successfully completed in time and within budget Presented new findings at ERCOT DWG, RPG & AOS forums Team received "standing ovation" at ROS Project: Transmission Planning & Generation Interconnect Studies Customer: Sharyland Utilities, WETT & CTT Duration: June -Sep '09 — Present Objective Perform all transmission planning & generation interconnection activities/studics on behalf of the utilities Team Contribution Represent and/or provide technical expertise to customer in various ERGOT forums i.e. SSWG, SPWG & DWG Coordinate all generation interconnection meeting, modeling, study and reporting activities Provide training to customer staff to assist development of internal capability Coordinate between planning and D&E teams & develop planning criteria Performing Switching, TOV and TRV studies for Sharyland & WETT Project: Transmission Planning & Special Studies Customer: American Electric Power (AEP)/ Electric Transmission Texas (ETT) Duration: July '10 —Present Objective Assist AEP/ETT in high end niche studies and resource training activities Team Contribution Assist AEP/ETT in development of accurate WG short circuit models from detailed PSS/E and/or PSCAD based models Train AEP/ETT personnel of WGR collection system development and aggregation automation Train AEP/ETT personnel on automation utilizing scripting languages Python, VB and BASIC 383 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final Project: Long Range T&D Study Customer: Midwest Utility, SPP Duration: Sep '09 — March ` 11 Objective Perform 20 year long range T&D study Team Contribution Integrated approach to assess impact of transmission improvements on distribution system & vice -versa Industry First Capital expansion plan, inclusive of the expansion costs Budgetary estimates Ranked recommendations and timelines/schedules Project: LGEE System Transmission Assessment 2012-14 Customer: E.ON U.S. Transmission, Lewisville, Kentucky Duration: September '10 —December '10 Objective Assessment of the Transmission System for the years 2011 and 2014 Assessment of continuity of the E.ON U.S. Planning Guidelines with the NERC TPL Standards Team Contribution Assessment of LGEE and neighboring transmission system reliability in the wake of NERC Category B/C/D contingencies from steady state standpoint Identification of reliability concerns under specific contingency conditions based on E.ON Planning Guidelines and mitigation measures Assess the continuity of the E.ON U.S. Planning Guidelines with the NERC TPL Standards. Provide line items that summarize the current E.ON U.S. Planning Guidelines and compliance with the NERC TPL standards. Project: 345kV Line Paralleling Study Customer: Wind Energy Transmission Texas (WETT) Duration: July' 10 —December '10 Objective Assess the impact ofparalleling new proposed CREZ WETT 345kV lines to existing 345kV lines on the reliability of the resulting ERCOT network Team Contribution Development of novel approach to assess the reliability implications of paralleling new 345kV transmission lines with existing 345kV lines 8 384 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final Assessment performed from a steady state and dynamic standpoint S -L -G, 3 -Phase & faultless outages assessed as part of the transient stability assessment Dr. Sahni served as subject matter expert witness on behalf of WETT at the PUCT hearings Project: Independent Assessment of need for 765kV PATH project Customer: West Virginia Public Service Commission (WVPSC) Duration: July '09 May `11 Objective Perform independent assessment for the need of 765kV Potomac Appalachian Transmission Highway (PATH) project Team Contribution Dr. Sahni expert witness on behalf of WVPSC PATH project delayed by an year based on team's assessment Direct review and interrogatories with Director of PJM transmission Complex Generation Deliverability, Load Deliverability & P -V analysis Other Transmission Planning Projects Battery Energy Storage (BES) system model development in PSS/E, Altaimano Inc Load Composition, Modeling & Reactive Power Optimization Study, LADWP Transmission Tariff Study, ESKOM, Republic of South Africa 400kV Transmission Line Feasibility Study, USTDA, Jordan Prakiraan EHV Transmission System Adequacy Assessment, USTDA, Indonesia Georgia EHV Transmission Line Project, Georgia 3.1.2. PWR Solutions Team Expertise Sunil Talad, P.E — President Sunil Talati has over twenty years of experience in project management, marketing and engineering design of electrical systems with an extensive background in power system analysis. Included in this experience is the development of generation, distribution and control systems for transportation, industrial, commercial, institutional and airborne vehicle projects. He has vast experience in assessing transmission and distribution system requirements and performing detailed design and operational studies for power systems at all voltage Ievels for many countries including USA, Ireland, India, Bangladesh, Turkey, United Kingdom, Honduras, El Salvador, Dominican Republic, Russia, Georgia, Jordan, Indonesia, Ecuador and Venezuela. Sunil is currently responsible for the direction of electrical power system studies including technical and economic assessment of a power plant interconnection to the transmission networks. Sunil also has extensive experience in the Locational Marginal Pricing and other economic studies. 385 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final Mandhir Sahni, PhD — Vice President Dr. Sahni is responsible for all generation & transmission planning -related business service lines for PWR Solutions, including utility scale generation interconnection studies, transmission congestion/curtailment assessment, special studies, dynamic modeling and analysis of power system networks. He has over 1 I years of experience in generation & transmission planning with expertise in grid integration of renewable and emerging technologies. Dr. Sahni has served as the technical lead for numerous large scale grid integration studies in direct engagement with ISOs/RTOs such as the ERCOT Voltage Ride Through Study. His extensive experience and expertise includes areas of model development and analysis of storage technologies for the purposes of grid integration. He has authored over 50 technical papers/presentations, including technical reports associated with grid integration of renewable and emerging technologies. Dr. Sahni has been invited at numerous conferences, expert panel sessions and ISO forums to present on topics related to grid integration of renewable technologies. He is widely recognized as an industry expert on dynamic modeling of wind/solar technologies, power system dynamic analysis, sub -synchronous resonance/control interaction and dynamic modeling of emerging storage technologies. He received a Bachelor of Science degree in electrical engineering from Bangalore University, India and his Master of Science & PhD degree in electrical engineering from the University of Texas, Arlington, with an emphasis in power systems in both programs. Yunzhi Cheng, PhD, AE —Manager, Power System Studies Dr. Cheng is the Manager of Power System Studies at PWR Solutions Inc. Dr. Cheng is responsible for leading a team of engineers performing power system dynamic analysis including: generation interconnection stability studies, dynamic modeling of wind and solar generation, Sub - Synchronous Resonance studies, EMT studies, modeling of utility scale energy storage devices, Voltage Ride Through assessments. Cheng has gained considerable expertise of transmission planning from ERCOT, CREZ TSPS, PJM, MISO and East China Power Grid where he worked as a planning engineer during 2003 to 2006. Dr. Cheng has been with PWR Solutions since 2009. Prior to his employment with PWR Solutions, Dr. Cheng served as Research Associate at Energy Systems Research Center, UT Arlington. Dr. Cheng has authored and/or co-authored numerous journal and conference papers spanning areas of state estimation, dynamic model calibration, VRT and SSR. Dr. Cheng was an integral team member on the SSTI investigation performed for Railroad HVDC Tie expansion. Charles Gibune — Senior Engineer, Generation & Transmission Planning Charles Gibune has over five years of experience in power market analysis, power flow analysis with an extensive background in conducting economic analysis of transmission and generation projects through LMP process. Mr. Gibune is currently part of a team of transmission planners responsible for performing Full Interconnection studies (FIS) for all generation interconnection studies allocated to WETT and CTT. He is experienced in implementing LMP calculations and projections algorithms, which are being implemented on the PJM, NYISO, ERCOT, M1SO and ISO -NE systems. Mr Gibune worked with Veritas Economic Consulting Inc to utilize these economic models to assess the reliability impacts of closed -cycle cooling retrofits for various de -regulated markets across the U.S. as per EPA ruling 316-b. Charles's expertise in the various ISO systems includes good understanding ofthe current transmission topology and analyzing the performance of ISO markets under nodal environment via qualitative and quantitative assessments. He is experienced in PROMOD 10 386 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final utilizing the Security Constrained Economic Dispatch to determine/forecast futuristic hourly LMPs and identify transmission elements causing congestion/curtailment if any for projects being studied. Included in his experience is the development of automation process to operate Power World utilizing the Security constraint optimal Power Flow (SCOPF) to determine the hourly LMPs after incorporating the unit commitment, perform contingency analysis, Available Transfer Studies (ATC) etc. He received his Bahcelor and Master's degree in Electrical Engineering with emphasis on power system analysis from University of Texas, Arlington. Ray Harold, P.E — Director, T&D Planning & Design Mr. Harold is responsible for all distribution planning analysis within PWR Solutions, along with design, cost estimating and project management for distribution related projects. He is a professional engineer with nearly thirty years in the utility and consulting industry. He has performed a wide range of design, construction management, analysis and project management tasks over his tenure. He is familiar with multiple analytical software packages, including PSS/c, PowerWorld Simulator, ETAP, SKM, Milsoft's Windmill & Lightable, as well as GIS packages. His experience includes design and analysis from utilization voltages through 230 kV. He has been responsible for the engineering and operation of approximately 2,000 miles of transmission and 9,500 miles of sub -transmission and distribution. Mr. Harold received a Bachelor of Science degree in electrical engineering from Kansas State University, with emphasis in power systems. Xiaoying Ding, PhD — Engineer, Transmission & Distribution Planning Dr. Ding is a professional engineer with nearly ten years in the college and consulting industry. Her experience includes participation in a key project of NSFC (The National Basic Research Program of China- No. 59937150), which perform design, implementation and analysis LMP (Locational marginal Price) based on the data of the Grid Company of West -North China, and participation in the Fundamental Research of a sub -project subordinate to the BRRC ( The National Natural Science Foundation of China - No. 2004CB27905) for reliability enhancement of interconnected bulk power grids, which helped her develop a stochastic Unit Commitment UC) formulation covered the usual thermal units, flexible generating units, and wind generation units. She has been committing herself many years to the research of a novel optimal algorithm Interior Point Cutting Plan Method) and its application in economic analysis in power system, such as optimal power flow, LMP, as well as reactive optimization. Dr. Ding received a Doctor of Philosophy degree in electrical engineering from Xi'an Jiaotong University, China, with emphasis in power systems. Mehriar Tabrizi, PhD — Power System Planning & Research Engineer Mehriar Aghazadeh Tabrizi has about 7 years of teaching, industry and consulting experience in power system stability studies, generation and transmission interconnection studies, dynamic modeling of conventional generators and renewable energy systems such as wind turbines, solar systems and energy storage systems. Mehriar also has experience in harmonic analysis, frequency, network, wide area measurements, power quality and marginal pricing. As a generation and transmission planning engineer in PWR Solutions, Inc. Mehriar has performed many stability studies mainly within ERCOT system for integrating of renewable energy resources such as different types of wind turbines and solar systems. Mehriar has also been involved in generation reactive power assessment studies such as PRR830 assessments. In addition, Mehriar has an extensive experience in Power system AGC and frequency response studies. Mehriar has a 387 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final sufficient experience with other Power System analysis software packages and programminglanguagessuchasASPEN, PSCAD, MATLABISIMULINK and C language. PWR SOLUTIONS TEAM ORG CHART 0#jON[NI 12 388 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final 4. SAFETY AND PERFORMANCE PWR Solutions has a dedicated Human Resources Department, an established Code of Conduct, a Visions and Values Statement, and procedures for reporting any incidents or concerns, which all demonstrate the company's commitment to ensure that HE&S policies are sustained and incorporated into daily behavior. Maintaining an incident free and injury free work environment is a top priority for PWR Solutions. 13 389 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final 5. LEGAL ACTIONS During the past 5 years, no legal actions (regulatory, contract, and performance) have been pursued or settled against PWR Solutions or any of its direct affiliates. During the last 5 years, no litigation or arbitration against PWR Solutions has occurred in which it was alleged that PWR Solutions failed to perform under a contract, breached a contract, and/or performed work negligently. 14 390 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue' B Final 6. CUSTOMER REFERENCES Reference #1 — Julius Horvath, Planning & Operations Manager, Wind Energy Transmission Texas, (512) 496-9186, julius.horvath@windenergyoftexas.com Reference #2 — Bill Bojorquez, Vice President, Transmission Planning, Hunt Transmission 1900 N Akard St, Dallas, TX -7520I, (512)-771-0965, BBojorquez@hunttransmission.com Reference #3 — Tim Cook, Manager, Transmission Planning, Cross Texas Transmission, 636) -236-7197, TCook@LSPower.com 15 391 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Pro osal for Transmission Planning & TP Compliance Services Issue; B Final 7. BIDDER SUBCONTRACTOR LIST None 16 392 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Pro osal for Transmission Planning & TP Compliance Services Issue: B Final 8. PROPOSED SCOPE OF WORK a. Background Based on the services requested by DME, PWR Solutions envisions the scope to comprise of the following key tasks: Task #1 — Annual Planning/FERC 715 Filing Study Task #2 — Transmission Project Identification, Evaluation, Validation & ERCOT RPG Approval Task #3 — ERCOT Steady State Working Group (SSWG) Data Modeling & Submissions Task #4 — ERCOT System Protection Working Group (SPWG) Data Modeling & Submissions Task 95 — ERCOT Dynamics Working Group (DWG) Data Modeling & Submissions Task #6 — ERCOT Contingency/Data Dictionary Updates Task #7 — Technical Support on TP NERC Compliance and FERC 715 filing The ensuing sub -sections provide an overview of PWR Solutions' approach associated with each task comprising the over-all scope of work. b. Task 1: Annual Planning/FERC 715 Filing Study The annual long-term planning study is expected to comprise of the following activities in consistency with the requirements ofthe FERC 715 filing: TO Entity Identification & Certification Regional Power Flow Base Cases Transmission Facility Maps & One -lines Transmission Planning/Performance Criteria Transmission Planning/Performance Assessment Guidelines Annual Transmission Planning & Evaluation TO Identification & Certification PWR Solutions envisions a majority of this task to be completed by DME since it involves providing details associated with the TO performing the filing. However, as needed, PWR Solutions would provide assistance based on similar FERC 715 filings prepared by PWR Solutions. The task primarily comprises of the following: a. Identification and Certification document outlining the utility name, physical address, contact person, certification from certifying officer and associated contact details b. Cover Letter from DME outlining the organization and contents of the entire FERC Form 715 submission 17 393 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final Regional Power Flow Base Cases As part of this task, the most current and updated regional power flow base cases with DME's transmission facilities accurately validated have to be developed to be submitted along with the filing. The SOW associated with this task, as envisioned by PWR Solutions, comprises of the following: In case of ERCOT, two sets, namely Data Set A (DSA) and Data. Set B (DSB) of transmission planning cases are developed by the ERCOT Steady State Working Group SSWG). For the FERC 715 filing the DSB cases spanning a 5 -year planning horizon are more suitable. Most utilities do not submit any regional power flow cases beyond the horizon spanned by ERCOT SSWG. The ERCOT SSWG DSB cases are expected to be utilized for the long-term planning assessment. A typical DSB case set includes the following transmission models associated with the 5 -year horizon: o (Current Year (CY) + 1) SUM o (Current Year (CY) + 2) SUM o (Current Year (CY) + 3) SUM o (Current Year (CY) + 3) MIN o (Current Year (CY) + 4) SUM o (Current Year (CY) + 5) SUM Each of the aforementioned cases would be checked to ensure accurate modelling of DME's existing transmission facilities associated with the timeframe of the power flow case The transmission topology, as reflected in the SSWG DSB cases, would be compared with the latest transmission and sub -station project summary as provided by DME. Transmission system enhancements submitted on behalf of DME based on the latest annual planning study and the Transmission Project Information Tracking (TP1T) updates will be validated. Any updates/modifications to the case, if needed, would be performed utilizing idev files accompanied with adequate documentation and the rationale behind the change. The idev files would also be provided to DME as part of the deliverables for this task. The resulting cases would be utilized as "study case" for the annual long term planning assessment. Transmission Facility Maps, Breaker Diagrams & Description PWR Solutions envisions a majority ofthis task to be completed by DME. However, in this case, PWR Solutions would utilize the transmission facility and/or breaker diagram maps provided by DME to corroborate the same with the latest transmission topology as depicted in the forward year cases and vice -versa. The task primarily comprises of the following: DME would be required to submit detailed transmission facility maps for their existing transmission system within the ERCOT system Additionally, bus/breaker arrangements for all 138kV and/or 69kV stations owned/operated by DME would need to be submitted PWR Solutions would ensure for consistency in terms of the transmission topology depicted in the maps/station diagrams vis-a-vis the forward year cases in terms of the city's transmission facilities 18 394 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final The transmission facility maps and/or breaker diagrams would be accompanied with a document providing a brief overview of the transmission facilities owned/operated by DME as per the maps/diagrams submitted Transmission Planning/Performance Criteria One of the integral aspects of the FERC 715 filing for each TO is to provide a transmission planning/performance criteria that it utilizes to gauge the performance of its transmission network. Typically, the regional ISO planning criteria and the NERC planning criteria serve as over -arching guidelines. In DME's case, the task would comprise of the following: DME's Transmission Planning/Performance Criteria document outlining the criteria utilized to assess the reliable performance of its transmission system within the planning horizon would need to be submitted. In the absence of an explicit planning/performance criteria, PWR Solutions would explore the following 2 options: o Utilize ERCOT Planning Criteria as their default planning/performance criteria and attach the same as an Exhibit o Develop a planning criteria based on the ERCOT Planning Criteria, NERC Planning (TPL001-0 through 004-0) standards and the planning criteria for neighbouring utilities PWR Solutions does possess and comprehensively understand the ERCOT Planning Criteria and has assisted numerous new ERCOT utilities in drafting their planning/performance criteria Transmission Planning/Performance Assessment Guidelines Typically most utilities defer to the NERC TPL-001-0 through TPL-004-0 transmission planning standards as the planning assessment and evaluation standards. PWR Solutions possesses and comprehensively understands the application of the TPL standards on transmission facilities rated 69kV and above. PWR Solutions intends to utilize the same to perform the long-term transmission planning evaluation for DME's transmission facilities. Exhibit 2 depicts the NERC TPL-001-0 through TPL-004-0 standards. Annual Transmission Planning Study One of the most significant aspects of the FERC 715 filing is the annual transmission planning and evaluation report outlining the assessment of the performance of DME's transmission facilities over the long-term planning horizon. The scope of work associated with this task, as envisioned by PWR Solutions, would comprise of the following: a. Data Collection & Validation Obtain ERCOT SSWG DSA &DSB Cases for relevant year Validate accurate modelling of DME's existing transmission facilities Validate accurate connections for DME's existing transmission facilities with neighbouring utilities Utilize DME's latest Transmission & Sub -station Project Summary in conjunction with the latest ERCOT Transmission Project Information 19 395 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue- S Final Tracking (TPIT) updates to evaluate the incorporation of planned transmission enhancements in the relevant year DSA & DSB cases Assess the load and generation status/levels on the DME's and neighbouring transmission facilities Develop study cases for the planning horizon Utilize DME's long-term load forecast to develop a long-term case beyond the horizon spanned by the DSB cases, if needed b. Contingency Event Definitions & System Monitoring Settings Obtain relevant contingencies on DME's and neighbouring transmission system from the latest ERGOT Planning Contingency File & DME contingency files as developed for the 2412 annual planning study. The contingency events evaluated should span NERC Category A/B/CID events Review DME contingency files in the wake of updated transmission topology to identify any changes and/or modifications Work with neighbouring TSPS to identify relevant NERC Category contingencies especially from Brazos Electric Power Corporation BEPC), Texas Municipal Power Agency (TMPA) & Oncor Electric Delivery Identify the following system performance/cvaluation criteria for DME and neighbouring transmission facilities for normal operation and contingency conditions: Thermal Rating for transmission system elements to assess transmission system overloads Voltage Magnitude Range for assessing voltage magnitude violations Voltage Deviation Range for assessing voltage deviation violations pre and post -contingency c. Annual Transmission Assessment Perform steady state AC Power Flow and Contingency analysis for each of the planning year cases including long term case Identify any transmission system performance violations based on the criteria outlined above Observe and document the first year of occurrence of each transmission system issue and exacerbation levels for the subsequent years Identify if any of DME's planned transmission system enhancements alleviate the transmission system violation. If so, note the expected in- service date of the proposed transmission system enhancement vis-a- vis the first occurrence of the concern Study relevant transmission enhancement scenarios to assess the optimal scenario to ensure reliable operation of DME facilities Document performance of each scenario for DME review and provide independent recommendations. 20 396 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue- B Final Exhibit 2: NERC TPL-001-0 through TPL-004-0 standards 21 Contingencies S stem Limits or Iml acts System Stable and Category Initiating Event{s) and Contingency both Thermal Loss of Demand or CascadingElement(s) and Voltage Limits within Curtailed Finn Outages Applicable Transfefs Rating' A No Contingencies All Facilities in Service Yes No No Single Line Ground (Si or 3 -Phase (30) Fault, with Normal Cleaning: Yes No' No B Event 1. Generator Yes No, No resulting the loss of 2 Transmission Circuit Yes No' No a sasinglegle element. 3. Transformer Yes No' No Loss ofan Element without a Fault Single Pole Block, Normal Clearing: 4. Single Pole (do) Line Yes No' No C LG Fault. with Normal Clearing°: Planned! Events) resulting 1. Bus Section Yes Controlledc NointhelassoftwoPlannedl or more(multiple) Pmultile 2. Breaker (failure or internal Fault) Yes Controlledc No elements. Si or 30 Fault, with Normal Clearnge, Manual System Adjustments, followed by another SLG or 30 Fault, with Normal Clearing": 3. Category B (B1, B2, 63. or B4) Yes Planned! No contingency, manual system Controlledc adjustments, followed by another Category 6 1 B2, B3, or 64) continqency Bipolar Block, with Normal Clearing`: 4. Bipolar {dc) Line Fault (non 30), with Planned/ Normal Clearing': Yes Controlled` No 5. Any twocircuits of a multiple circuitPlannedYes NoControlled` tower! inW SLG Fault, with Delayed Clearing' (stuck breakeror protection system failure): 6. Generator Yes Planned! No Controlledc 7. Transformer Yes Planned/ NoControlledc 8. Transmission Circuit Yes Planned! NoControlledc 9. Bus Section Yes Planned! No Controlledc 30 Fault, with Delayed Clearing a (stuck breakeror protection system Evaluate for asks and D' failure): consequences. Extreme event resulting in 1. Generator 3- Transformer May involve substantial lass of two or more (multiple} 2. Transmission Circuit 4. Bus Section customer Demand and elementsremoved or generation in awidespread Cascading outof service. 30 Fault, with Normal Clearing: area or areas. 5. Breaker (failure or internal Fault) Portions or all of the interconnected systems may 6. Loss oftowertine withthree or more circuits ormay notachieve a new, 7, All transmission lines on a common right -of way stable operating point. Loss ofa substation (one voltage level piis transformers) Evaluation of these events may 9. Loss ofa switching station (one voltage level plus requirejoint studies with transformers} neighboring systems. 10. Lass of all generating units at a station 11. Loss of alarge Load or major Load center 12. Failure ofa fully redundant Special Protection System (or remedial action scheme) to operate when required 13- Operation, partial operation, or misoperation of a fully redundant Special Protection System (orRemedial Action Scheme) in response to an event orabnormal system condition for which it was not intended tooperate 14. Impact of severe power swingsor oscillationsfrom Disturbances in another Regional Reliability Organization. Exhibit 2: NERC TPL-001-0 through TPL-004-0 standards 21 397 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue- B Final d. Annual Transmission Evaluation Report Develop annual transmission assessment report outlining the following aspects: Study Approach & Assumptions Base Case Violations & Year of Occurrence Transmission Enhancement Scenario Definitions & Performance Results & Key Observations Provide a summarized description of the recommended transmission solution associated with identified concerns accompanied with approximate schedule of the enhancements comprising the solution Short Circuit & Breaker Adequacy Assessment The scope of work associated with this phase, as envisioned by PWR Solutions, would comprise of the following: o The ERCOT SPWG Future Year (FY) cases over a 3 -year horizon would be utilized as the base cases for the assessment. The cases would be reviewed to ensure accurate modelling of DME facilities from a short circuit standpoint. Additionally, the cases will be reviewed to ensure accurate representation of generation interconnections associated with DME and/or neighbouring facilities, if any. o The most updated DME station configurations would be utilized to model the breaker configurations into the bus -branch model obtained from ERCOT. The following aspects will be taken into account during the development of the breaker model: Breaker configuration (breaker and a half, double bus double breaker etc) Transmission system elements protected by each breaker Breaker Rating (kA) Rating Method (IEEE/ANSI) Interrupting Time Contact Parting Time o A comprehensive breaker adequacy assessment will be performed for all DME facilities utilizing the Breaker Rating Module (BRM) in ASPEN One-liner. o The results of the breaker adequacy assessment will provide the maximum duty experienced at each breaker across a range of short circuit events with variations including but not limited to the following: Fault Type Fault Location Transmission configuration prior to fault (line open etc) c. Task 2: Transmission Project Evaluation, Validation and ERCOT RPG Evaluation The results of the annual planning and FERC 715 filing study will be utilized to evaluate the need for transmission system enhancements and/or new projects on the DME and/or neighboring transmission system. PWR Solutions will work with DME and other interconnected utilities to develop justification for the projects based on the ERCOT reliability criteria. The same will include the following: PWR Solutions, Inc. 22 398 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final Performing additional power flow evaluations to ensure justification of the project from an ERCOT planning criteria standpoint including but not limited to: o N-1 Contingency Analysis o N-1 + G-1 Condition Assessment o N-1-1 Condition Assessment in line with ERCOT N-1-1 assessment criteria Review the studies performed by neighboring utilities to ensure optimal system benefits from a DME standpoint and adequate justification for reliability projects Develop ERCOT RPG submissions on behalf of DME to submit to ERCOT and coordinate the following: o Response to any comments from ERCOT/stakeholders o Providing any clarifications required on the technical and/or cost estimate assumptions Development of TPIT submissions to ERCOT for approved projects Development of Planning Model Change Request (PMCR) submissions for approved projects to ensure modeling into the future cases PWR Solutions will ensure that each RPG submittal made to ERCOT on behalf of DME is followed through to its logical conclusion while coordinating communication between DME, ERCOT and any other relevant stakeholders. d Task 3: ERCOT SSWG Data Modeling & Submissions Apart from performing the annual long-term transmission planning assessment for DME, the scope of work also includes ensuring accurate representation of DME's planned facilities in the ERCOT steady state transmission models. To that extent, PWR Solutions will perform the following model review, validation and update activities in relation to the ERCOT SSWG data submissions: ERCOT SSWG DSA & DSB Submissions o Develop relevant category Planning Model Change Requests (PMCRs) associated with DME facilities o Submit PMCRs using MODWeb o Review each pass of the DSA cases to ensure accurate representation of DME facilities for given year o Review each of 9 passes of the DSB cases to ensure accurate representation of DME facilities for the long-term o Participate in case building exercises at ERCOT on behalf of DME o Review/perform subsequent TPIT updates associated with the DSA and DSB cases e. Task 4: ERCOT SPWG Data Modeling & Submissions The scope of work also includes ensuring accurate representation of DME's planned facilities in the ERCOT system protection transmission models. To that extent, PWR Solutions will perform the following model review, validation and update activities in relation to the ERCOT SPWG data submissions: ERCOT SPWG FY cases o Ensure accurate representation of planned DME facilities in Current Year (CY) SPWG cases from a positive and zero sequence data standpoint o Ensure accurate representation of planned DME facilities in Future Year (FY) SPWG cases from a positive and zero sequence data standpoint PWR Solutions, Inc. 23 399 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final o Ensure accurate representation of transmission upgrades/enhancements in the protection cases o Review each of 5 passes associated with the future year SPWG cases in terms of DME facilities f. Task S: ERCOTDWG Data Modeling & Submissions The scope of work also includes ensuring accurate representation of DME's planned facilities in the ERCOT dynamic datasets. To that extent, PWR Solutions will perform the following model review, validation and update activities in relation to the ERCOT DWG data submissions: ERCOT DWG Current & Future Year Dynamic Datasets o Ensure accurate representation of planned DME facilities in CY & FY DWG datasets from steady state and dynamic standpoint o Perform non -wind and wind flat start assessments to ensure acceptable deviations of relevant power system quantities o Assess dynamic response associated with DME facilities, if applicable g. Task b: ERCOT Contingency/Data Dictionary Updates Contingency Review/Updates o Review DME contingency definitions in Annual Planning contingency files including NERC Category B/C/D events o Update contingency definitions associated with DME facilities based on changes/additions to DME transmission system facilities o Update 3 -Phase and S -L -G fault based dynamic event definitions for DME based on changes/additions to DME transmission system facilities Data Dictionary Updates o Review DME facilities in the ERCOT Data Dictionary to ensure accurate representation in terms of the following: Bus Name Bus Number Station Full Name Nominal kV Weather Zone o Update data dictionary to ensure inclusion of information associated with new DME facilities h. Task 7. Technical Support on TP NERC Compliance & FERC 715 Filing Apart from performing the annual planning studies, PWR Solutions will also provide technical support to DME in terms of Transmission Planner (TP) NERC Compliance and FERC 715 filing including the following services: Development of documents required to demonstrate compliance with the TPL-001 through TPL- 004 for TRE submission on an annual basis Development of documents required to demonstrate compliance with the MOD -0-10 and MOD -0- I2 on an annual basis PWR Solutions, Inc. 24 400 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final Response to any comments received by DME following the FERC 715 filing Response to any comments received by DME during a NERC TP audit from a technical standpoint Review of DME's planning criteria, MOD and FAC standards, if applicable PWR Solutions, Inc. 25 G L 401 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue- B Final 4. DELIVERABLES The deliverables associated with the scope of work proposed in the previous section of the proposal are expected to be as described below: Task #1 Deliverables o Updated regional power flow base cases spanning the study planning horizon (5 year and 6-10 year horizon) o Corroborate the transmission facility maps and/or station breaker diagrams vis-a-vis the latest transmission topology for DME facilities as per the SSWG cases o Long-term planning horizon transmission assessment: Final updated cases utilized for the assessment Contingency, System Monitoring and Sub -system files utilized to perform the assessment in PSS/E Version 32 Study cases associated with the breaker adequacy assessment Comprehensive Report Study Approach & Assumptions Steady State Assessment Breaker Adequacy Assessment Results & Key Observations Task #2 Deliverables o ERCOT RPG submission documents for each DME project requiring ERCOT independent review and/or comments o Response to ERCOT/stakeholder comments o Ensuring each project submission reaches its logical conclusion through the ERCOT review process o TPIT and PMCR submissions for approved projects Task #3 Deliverables o DME facility review, validation & updates for ERCOT SSWG DSA and DSB cases and associated TPIT updates o PMCRs and/or idev files utilized to submit updates to SSWG on behalf of DME o Submission of device control profiles for DSA and DSB cases on behalfof DME Task #4 Deliverables o DME facility review, validation & updates for ERCOT SPWG CY & FY cases Task #5 Deliverables o DME facility review, validation & updates for ERCOT DWG CY & FY cases Task #6 Deliverables o DME contingency review, validation & updates for ERCOT Planning contingency file o DME facility review, validation & updates for the ERCOT Data dictionary Task #7 Deliverables o Documents for demonstrating compliance with TPL-001-0 through TPL-004-0 o Documents for demonstrating compliance with MOD -0-10 & MOD -0-12 o Review and comment on DME planning criteria, MOD and FAC standards if and as applicable to a TP PWR Solutions, Inc. 26 D 402 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue• B Final 10. COST PROPOSAL PWR Solutions, based on its prior experience of providing such transmission planning, FERC 715 filing and NERC TP compliance support services, covenants the engagement strictly as described in the previous section not to exceed the amount indicated in Exhibit 3. Some important comments with respect to the not - to -exceed budgetary estimate provided in Exhibit 3 are as follows: The cost estimate provided in Exhibit 3 assumes a 2% increase in PWR Solutions hourly rates on an annual basis. Having said that, PWR Solutions intends to notify DME by October 3151 of the current year regarding the increase in the rates for the next year. The hourly rates utilized to develop budgetary estimates for future years are subject to change. However, with no significant change in the scope of work outlined in this proposal, PWR Solutions expects to maintain the budgetary estimates outlined in Exhibit 3 for the services to be provided to DME. The project manager from the PWR Solutions team will provide quarterly updates to DME in terms of the services provided year to date vis-a-vis the budget expended for the services. Quarterly updates will also be provided to DME in relation to the following: o Status of key scope of work items o Any significant change in scope and/or schedule a Key action items and goals for the next quarter o Feedback from DME in terms of quality and punctuality of service provided and PWR Solutions responsiveness to DME needs The aforementioned quarterly updates will be above and beyond the regular technical meetings and communication that PWR Solutions has typically performed with DME on project related tasks. The intent of the quarterly updates is to ensure appropriate management of the service scope and budget both from a DME and PWR Solutions standpoint. Shipping, Outside Blueprints, Reproduction (Large Runs), Computer Related Expenses Travel Expenses (non -local) Cost plus 5% Any additional services rendered to the client would be billed on a time and material basis, exclusive of tax, at the following hourly rates for 2013 and the specific rates agreed upon between PWR Solutions and DME for subsequent years: Project Manager...................................................................... $198.00 LeadEngineer......................................................................... $172.00 Senior Engineer...................................................................... $160.00 Engineer.................................................................................. $135.00 Project Administrator ................. ..................... I....................... $ 73.00 PWR Solutions, Inc. 27 t tFa 403 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 W N H h m N M e4 N. N v A$ N OHO W W N O plpp Y1i13TOi! N tV- N -i Do o m m m o o W 4o vaoiN vW W hG0 m H N N w W co O W W P1 wNl On wH N N O N O Gp N Q p O Oy.. W N Sfl C H m 0t ei O Q no w Q V. N w M n W 00 m m N0000 rh" f N -t Ymj 0W6. 00 e N V! NO N O p} h O o6 OyjWm m WnH pp eHO N N w of mM W M N go ry m onN o N m N m m CWr00nh -i pp pp N ca co E o o a m a oa 0 cO o c S 3O QcoYUVO w 3 e0 l7 Q K Z d c ocaa E 3 E an c O a E n v'i C1 V UceOOOOc 4 H w w w w H Y Q u1 p Rr W 404 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final 11. SPECIAL CONDITIONS Assumptions and Client Responsibilities Client will provide all information to PWR Solutions and respond to all inquiries as quickly as is practicable. Client will provide all information in English. Data and documentation will be made available to PWR Solutions either through electronic mail delivery, through an FTP site (virtual dataroom), or by physical delivery to PWR Solutions offices. Security for transmitting or storing such information is the responsibility of Client, subject to the applicability of any Confidentiality Agreement. Client shall provide timely notice to PWR Solutions of any postings of data to a dataroom. All documentation and data to be delivered to PWR Solutions Team shall be delivered to the following: Electronic delivery by email: Dr. Mandhir Sahni Email: msahni@pwrsol.biz Phone: (214) 678-1197 Hard Copy or CD delivery: PWR Solutions Inc 2777 N Stemmons Fwy Suite 1520 Dallas, TX 75207 USA Attn: Mandhir Sahni Ph.: (214) 678-1197 Client will obtain any and all third party consents necessary for the performance of the Services by PWR Solutions, including consents to delivery ofinformation and access to the Project site. Client will provide contact information for all project participants with whom PWR Solutions may be required to interface in the performance of the Services. The Client shall reference the Proposal and the Special Conditions on the applicable purchase order issued by Client which shall be stated as follows: "This PO is issued subject to Proposal No. 701960 -USDA -P-01 including Section 12, Special Conditions." Data provided by PWR Solutions, under this Proposal and applicable purchase order, in any deliverable or report is subject to the confidentiality and intellectual property provision of any agreement between PWR Solutions, their affiliates referenced in this proposal, and their data providers. PWR Solutions, Inc. 29 G L 405 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & TP Compliance Services Issue: B Final 12. PROPOSED ENGAGEMENT Acceptance Should the Client desire to accept this Proposal, please contact Mandhir Sahni for preparation of the Purchase Order, including finalization of the scope of work, schedule of work, cost basis, Special Conditions referenced in this Proposal, and the Master Professional Services Agreement. This Proposal and all prices quoted are valid for 60 days and thereafter expire, unless stated otherwise. PWR Solutions, Inc. 30 406 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 EXHIBIT B 407 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 FIRST AMENDMENT TO PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON TEXAS AND PWR SOLUTIONS INC. Contract No. 5148) The City of Denton ("City") and PWR Solutions, Inc. ("PWR'') are parties to a Professional Services Agreement ("PSA") approved by the City's Council on February 5, 2013 (Ordinance No. 2013-023; Contract No. 5148). Under the PSA, PWR (now GL PwrSolutions, Inc.) is assisting the City with ongoing electric transmission planning efforts. An amendment to the PSA is necessary for the completion of additional full interconnection studies for the Denton Energy Center project that will connecting to the 138kV Jim Christal Substation and additional services required for electric transmission system planning and regulatory compliance. Therefore, the parties mutually agree to amend the terms of the PSA related to the Project as follows: Article I - Increase of Comyensation Amount The amount to be paid for professional services in this first amendment is not -to - exceed $956,969.10. This is the aggregate of the PSA price of not -to -exceed $857,469.06 plus the additional amount of 599,500.00 for a total of $956,969.10. Article II — Effect of First Amendment City and PWR agree that all of the terms, covenants, conditions, agreements, rights responsibilities and obligations of the parties set forth in the PSA will remain in full force and effect except as specifically modified by this first amendment. Article III — Additional Services City and PWR agree that the document attached as Exhibit "A" and entitled Proposal for Extension of Existing Transmission Service Contract between Denton Municipal Electric (DME) and PWR Solutions" accurately sets forth the additional services to be provided by PWR under this first amendment. Article IV — Effective Date The effective date of this first amendment shall be the date the City executed the same. IN WITNESS WHEREOF, the City and PWR, have each executed this First Amendment to Professional Services Agreement Between the City of Denton, Texas, and GL PwrSolutions, Inc. on the dates indicated below. Contract No. 5148 — First Amendment Page 1 of 2 408 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 CITY" CITY OF DENTON, TEXAS, a Texas home -rule municipal corporation By: *_M41t7 HOWARD MARTIN' INTERIM CITY MANAGER Signed on the of November, 2016. ATTEST: JENNIFER WALTERS, CITY SECRETARY By: MI I L I I APPR D A O LEGAL FORM: ANITA UR ESS CITY ATTORNEY By: --;e --,w N: GL PwrSolutions, Inc., a Texas corporation By: d Signhtu e VS r Title Signed on the of November, 2016. ATTEST: B JEANEAN HEROD-LASATER 4s Notary Public, State of Texas My Co fission Expiresh May 1 S. 2014111111 Contract No. 5148 — First Amendment Page 2 of 2 409 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 EXHIBIT ONV-GL Proposal for Extension of Existing Transmission Service Contract between Denton Municipal Electric (DME) & GL PWR Solutions Inc. Prepared by GL PWR Solutions Inc. — A DNV GL Group Company October 4, 2016 410 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Copyright cQ 2014, DNV GL Group This document and the information contained herein, is the exclusive, confidential and proprietary property of the DNV GL Group and is protected under the trade secret and copyright laws of the United States and other international laws, treaties and conventions. No part of this work may be disclosed to any third parry or used, reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying and recording, or by any information storage or retrieval system, without first receiving the express written permission of the DNV GL Group. Except as otherwise noted, all trademarks appearing herein are proprietary to the DNV GL Group. 411 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL TABLE OF CONTENTS 1. Objective................................................................................................................................... 2 2. Safety and. Performance........................................................................................................... 4 3. Legal actions............................................................................................................................. 5 4. Bidder subcontractor list.......................................................................................................... 6 5. Proposed Scope of Work.......................................................................................................... 7 6. Deliverables............................................................................................................................13 7. Cost Proposal.........................................................................................................................14 8. Proposed Engagement............................................................................................................15 9. Contractual Engagement of DNV GL....................................................................................... 1 DNV GL Group 1 October 04, 2016 412 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 NV•GL i. Objective Denton Municipal Electric ("DME") has requested that GL PWR Solutions Inc. — a member of the DNVGL group ("GL PWR Solutions Inc.") present a proposal to extend the current contract to accommodate the ongoing transmission planning efforts until a new contract is put in place to continue the transmission services for the next three (3) years or more. The funds will particularly be used towards the Full Interconnection studies (FIS) for the proposed Denton Energy Center project (that will be connecting to the 138kV Jim Christal substation) and other miscellaneous service required for planning and compliance purposes. The task associate with the FIS for the proposed Denton Energy Center project includes the following: Steady State Study Short -Circuit Study Stability Study Facilities Study The Scope of Work for the FIS study detailing the procedure for each of the individual task above is provided in Appendix A below. GL PWR Solutions Inc. is happy to herein present this Proposal for providing the aforementioned services to DME and thanks DME for its continuous trust in GL PWR Solutions Inc. abilities to provide exceptional transmission service to meet DME's needs. Any questions relating to this Proposal should be directed to: Dr. Mandhir Sahni 1 (214) 678-1197 mandhir.sahni(cpdnvgl.com DNV GL Group 2 October 04, 2016 413 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL GL PWR SOLUTIONS INC. TEAM ORG CHART fl.W,oN ELECTRIC ljri Contract Manager Project Sponsor Sunil Talati, Pz Mandhir Sahni, PhD Project Manager Charles Gibune Steady State Team Short Circuit Team Dynamics Team Charles Gibune Meichen Chen Azade Brahman DNV GL Group Charles Gibune Venkata Viswanadham Prashant Buyanni Mehriar Tabrizi Satish Natti Nitin Prakash October 04, 2016 414 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL 2. Safety and Performance DNV GL has a dedicated Human Resources Department, an established Code of Conduct, a Visions and Values Statement, and procedures for reporting any incidents or concerns, which all demonstrate the company's commitment to ensure that HE&S policies are sustained and incorporated into daily behavior. Maintaining an incident free and injury free work environment is a top priority for DNV GL. DNV GL Group 4 October 04, 2016 415 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 w .*k.*.ws.• ` "• ix s_ ' s. E"vr +"' ^y `fit § - rr,,is ar _ a^ ra DNV•GL 3, Legal actions During the past 5 years, no legal actions (regulatory, contract, and performance) have been pursued or settled against GL PWR Solutions Inc. or any of its direct affiliates. During the last 5 years, no litigation or arbitration against GL PWR Solutions Inc. has occurred in which it was alleged that GL PWR Solutions Inc. failed to perform under a contract, breached a contract, and/or performed work negligently. DNV GL Group 5 October 04, 2016 416 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV-GL 4. Bidder subcontractor list None DNV GL Group 5 October 04, 2016 417 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 z " .. ,";"` P . -: def.. . '. , `a ..:% -:e arr•.:::"^"?-g ONV-GL 5. Proposed Scope of Work The Studies will be conducted in accordance with the ERCOT Planning Guide Section 5: Generation Resource Interconnection or Change Request, dated January ill, 2o16, and will consist of a Steady -State (load flow) Study, a Short -Circuit Study, a Stability Study and a Facility Study. The Customer recognizes that a number of assumptions are being made in conjunction with the Studies and that actual transmission modifications needed may be significantly different from the conclusions reached in the Studies. PROCEDURE Steady -State Study: The Steady -State Study is performed to identify the increased level of stress on the transmission system as a result of the proposed generation addition, if any. Transmission system thermal over- loads and system voltages will be assessed under normal operating and NERC Category P1— P7 contingency conditions for the transmission facilities rated 69 kV and above. The Steady -State Study will be performed as follows: The most current Approved ERCOT Steady State Working Group (SSWG) Base Cases available at the time of the study will be modified to create the study cases to be used to conduct this study. The study will also include the impact of planned (public) generation additions in the vicinity of the study region (that meet Section 6.9 requirements of the ERCOT Planning Guide) that may not have been included in the ERCOT load flow case. ERCOT may further direct that resources proposed in other prior Generation Interconnection Requests be included in the study base cases as it deems appropriate. The modifications would include any updates posted on the ERCOT site that may materially impact the study. Summer ratings of transmission facilities will be used as appropriate. The latest transmission plans from ERCOT transmission service providers that are expected to have a material impact on the study will be reflected in the study cases. Transmission lines for which there is no commitment to build will be excluded from the study cases. Generation resources will be reflected in this study in accordance with ERCOT approved procedures and as described in this Agreement. A benchmark case for both the base and high wind case will be created, barring the addition of the proposed project. For the base case, existing Wind Generation Resources (WGRs) and fossil generation units will be dispatched consistent with the SSWG summer peak dispatch. Any fossil generation units in DNV GL Group 7 October 04, 2016 418 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV-GL the vicinity of the study region will be dispatched to full output. Any additional WGRs in the vicinity of the study region will be incrementally modeled and dispatched at 15% while fossil generation will be incrementally modeled and dispatched at ;loo%, if any. The status of theSpencergenerationunitswillbemonitoredinspecific. If the Spencer generation units are off- line in the load flow models received from ERCOT, they would be turned on in case of reliabilityissuesbeingobservedinthestudyregiontoassesstheirabilitytomitigatetheissue. The proposed Green Valley generation project (11.12.5 MW) will also be modeled at full outputfortheassessment. For the high wind case, incremental WGR additions in the study region will be dispatched at go% while fossil generation will be incrementally modeled and dispatched at l00%, if any. ERCOT gas generation/load outside the study area will be scaled appropriately to maintain generation and load balance in the above benchmark cases. The re -dispatch process associated with obtaining the high wind case is done in accordance with the SSWG procedures. Study cases will be created by adding the proposed Plant to the benchmark cases. ERCOT gas generation/load outside the study area will be scaled appropriately to maintain generation andloadbalance. Upon request, DME will provide Customer with a description of relevant changes made to the ERCOT base cases to obtain the benchmark cases and a PTI RAWD file of the benchmark cases for both the base and the high wind study cases. The proposed Denton Energy Center project will be connected to DME's ("Transmission Service Provider") 138 kV Jim Christal substation in Denton County, in the study cases. The study report will include a conceptual one -line diagram of the facilities required to interconnect the proposed Denton Energy Center project. The Steady -State Study will identify the contingencies of concern and will include a general description of facilities required to mitigate those contingencies for the transmission system elements rated 69 kV and above only that are related to the installation of the Plant. The Steady -State Study would utilize specific thermal overload and voltage violation criterion to identify any transmission system concerns arising under normal operating and/or contingency conditions due to the addition of the proposed Plant. Normal and emergency thermal ratings of transmission system elements would be utilized to assess transmission system overloads, as applicable. Both voltage magnitude and voltage drop (pre and post -contingency) criterion would be utilized to assess the impact of proposed Plant on the steady state voltage security ofthetransmissionsystem. Completion of Steady -State Study: The Steady -State Study is estimated to be completed and a preliminary report issued within ninety go) calendar days after this Agreement is executed, payment is received, and all required data for the Plant is provided, however, such time may vary depending upon the volume ofother required DNV GL Group 8 October 04, 2016 419 O b YO m aJ C O y, cd w V C y CL p Y R7 A C U Y U YO O. O .o c. C " • y m as N O 5 • ami . U CL m S c Cd ds cd O W cd 3 p C1 • w O WO y M C c' co cU. b .bcd O co pO o In o spa mvc7 mom c c v A b o cCd cliYa x 3o m p m W- ro p co b bpG°gip a,ooro c Yti y p caa o Cd azrCl) v d U v a ' U 0.i o Ggn aCi ti d O° CJ C 5 o w o A. ri ': b y w v m v ° C a C U ' m 6 m •-• ' u O o U O O `}" N Y y p vj bUA ate.+ b V a,cl3bC }' Ly U 'd 0, 3 O cV i y cd V7 O .0 V] d O O. m c. U C N U Y cG D C y O C C U YO m O d ro yG y '', V y ,b `n 3 cF..--. Y,.?: L3 bA a a' C oq ti c, C "Cl b M cd Ncd O cd v !. C "'• U M C C C+ .d nd 'O O r+ i 'b C O o U wC 0 vC •° n. aCi + U, v C 0 7 o CLaicl m e4 o ao N cl > ai z E 'd 420 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•GL generation/transmission facilities to maintain transient stability in the wake of a dynamic event or disturbance will also be assessed. Transient Stability will be assessed primarily through voltage and angular stability criteria for synchronous machines; and voltage and electric power output for Plant. The ability of a generation resource to remain in service during all transmission faults resulting in zero per unit voltage at POI for duration of no more than 9 cycles (0.15 secs) would be assessed as part of the stability study. The Stability Study will be performed as follows: To conduct the Stability Study, the Customer shall provide certain dynamic data/models relevant to the specific Plant facilities. The data will be reviewed and assimilated into the relevant year ERCOT dynamic database. This data is essential for proper modeling of the Plant. DME will use the most current Approved ERCOT Dynamics Working Group ("DWG") dynamic dataset, modified to include any area transmission upgrades represented in the Steady -State Study. These upgrades will also include the transmission improvements necessary to facilitate the interconnection of the generator to the existing transmission system. The stated generation to be studied will be added to the load flow case. Stability models of the proposed generation and any other future generation that is located near the proposed Denton Energy Center project that meets Section 6.9 requirements of the ERCOT Planning Guide and/or as agreed upon will be added to the DWG load -flow case and dynamic database. Further adjustments, if necessary, will be made by proportionally scaling ERCOT load or generation as appropriate. The Plant as well as existing generating units in the area will be modeled at or near full net output. Selected contingencies outlined in the ERCOT Planning Criteria will be analyzed to 1) evaluate the ability of the Plant to maintain stability or remain connected to the system and 2) evaluate the effect of the Plant on the ability of existing generation to maintain stability or remain connected to the system. Disturbances simulated in the Stability Study will include existing facilities owned by others as well as the DME transmission system. These other facilities will be included in the study based on input from the transmission owners and invitees to the Study Group. All system elements will be assumed in service prior to the contingency. If simulation results in a unit or Plant tripping due to its protection system actuation, the contingency will be noted in the report. Where instability is observed, additional facility requirements will be identified and tested. Special protection systems may be identified and proposed as an alternative to line or other equipment additions if feasible. Disturbances shall be studied in the form of normally cleared 3 -Phase faults, normally cleared N -1-i dynamic events and delayed clearing Single -Line to Ground faults for near -by locations with respect to the proposed generation interconnection. The dynamic events simulated as part of the transient stability study will be in line with the NERC TPL-ool-4 Po -P7 events. Transient stability impacts as a result of the addition of the proposed generation will be studied. Plots for the voltage and selected electric variables for each disturbance studied will be provided along with the report to furnish proof of stability or instability. DNV GL Group 10 October 04, 2016 421 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV-GL In addition to the above, a Critical Clearing Time (CCT) assessment will be performed with respect to the proposed generation facility and the impact of the CCT on the transient rotor angle stability of the near -by facilities and transmission system will also be evaluated. The Plant will be studied as requested for a 112.5 MW facility, or at full net output as otherwiseindicatedbythestabilitydatasubmittal. If major system upgrades are proven necessary to eliminate stability concerns, total power output will be reduced or units will be incrementallyremovedtodeterminethemaximumPlantcapacitythatcanbeaccommodatedwithoutsuch upgrades. The Stability Study will identify any changes to the Plant requirements previously identified intheSteady -State Study. The report will describe the study assumptions, contingencies simulated, and the results of each simulation. Plots of the relevant machine parameters electrical power output, machine terminal voltage and machine rotor angle) in relation to a system reference will be provided to verify the stability or instability of each of the Plant unitsforeachsimulation. Plots of other units in the area will be provided to verify stability orinstabilitycausedbytheadditionofthePlant. The stability assessment for the Plant shall be carried out as per the data specified by theCustomer. The Customer would be responsible for providing the dynamic models (dyre file containing the dynamic data of the unit and inverter, and the corresponding Iibrary/object file) for the said inverter in PSS/E Version 33. Furthermore, the Customer would also be responsible for providing details associated with the reactive control envisioned to be incorporated at the facility. Completion of Stability Study: The Stability Study is estimated to be completed and a preliminary report issued within ninety (go) calendar days following completion of the Steady -State Study, however, such time may varydependinguponthevolumeofotherrequiredtransmissionsystemworkactivity. This time is exclusive of delays in obtaining any additional data that may be required. Facilities Study: The Facilities Study will be performed as follows: The Facilities Study will provide a description of the proposed interconnection facilities, including cost estimates, one -line diagram, and estimated time to complete the construction of such facilities. The Facilities Study will be based upon 1) applicable results of the Steady -State Study, Short -Circuit Study, and Stability Study reports prepared by Transmission Service Provider pursuant to this Agreement and 2) additional assumptions to be mutually agreed uponbyCustomerandTransmissionServiceProvider. DNV GL Group 11 October 04, 2016 422 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV-GL The scope of the Facilities Study will be limited to the facilities required to interconnect Customer's Plant to Transmission Service Provider's transmission system in accordance withPublicUtilityCommissionofTexas (" PUCT") Substantive Rule 25. i95. Completion of Facilities Study: The Facilities Study is estimated to be completed within ninety (go) calendar days after the Steady - State Study, Short -Circuit Study, and Stability Study are completed, however, such time may varydependinguponthevolumeofotherrequiredtransmissionsystemworkactivity. DNV GL Group 12 October 04, 2016 423 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV-GL 6. Deliverables The deliverables associated with the scope of work proposed in the previous section of the proposal are expected to be as described below: Comprehensive report outlining incremental transmission performance criteria violation associated with the addition of the proposed project if any under steady state, short circuit and stability analysis Provide description of the proposed interconnection facilities, including cost estimates, one -line diagram and estimated time to complete the construction of such facilities Completion of any miscellaneous transmission services requested by DME DNV GL Group 13 October 04, 2016 424 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV- 7. Cost Proposal GL PWR Solutions Inc., based on its prior experience of performing such planning assessments, covenants the engagement strictly as described in the previous section not to exceed the amount indicated below: Full Interconnection Study (DEC) - $99,500 Some important comments with respect to the not -to -exceed budgetary estimate provided above are as follows: Shipping, Outside Blueprints, Reproduction (Large Runs), Computer Related Expenses Travel Expenses (non -local) Cost plus 0% Any additional services rendered to the Client would be billed on a time and material basis, exclusive of tax, at the following hourly rates: GL PWR Solutions Inc. Rate Schedule Project Manager........................................................... $222.00 Lead Engineer............................................................... $191.00 SeniorEngineer............................................................. $175.00 Engineer........................................................................ $1$5.00 Project Administrator..................................................... $87.00 DNV G>_ Group 14 October 04, 2016 425 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 a ,.` '$„ ` ` -. +t as;- ' ”, -.camp 5- .P ,F ,' 3 a'q ' 'a s.a:c.5c a 'S• . 'a.,.,:„h;% d r*''ror'2a+.t; r,.„w'.:` .i>`"g e`s`" `•+ t r.' 9. Contractual Engagement of DNV GL In executing the Agreement, it is important to provide DNV GL with the complete contact information of the party to be invoiced and to receive any formal notices, as well as a Client order reference number (if applicable). This Proposal shall be governed by the terms of the Professional Services Agreement dated February 5, 2013 between GL PWR Solutions Inc., and City of Denton, Texas. AUTHORIZED BY CLIENT By: r" -1 kl . 4ML Date: \1 .?-A w ACCEPTED BY GL P R SOLUTIONS INC. By: Title: p Date: 44k):Ou - 426 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 SAFER, SMARTER, GREENER THIS IS DNV GL Driven by our purpose of safeguarding life, property and the environment, DNV GL enables organizations to advance the safety and sustainability of their business. We provide classification and technical assurance along with software and independent expert advisory services to the maritime, oil & gas and energy industries. We also provide certification services to customers across a wide range of industries. Combining leading technical and operational expertise, risk methodology and in- depth industry knowledge, we empower our customers' decisions and actions with trust and confidence. As a company, we continuously invest in research and collaborative innovation to provide customers and society with operational and technological foresight. With our origins stretching back to 1864, our reach today is global. Operating in more than 100 countries, our 16,000 professionals are dedicated to helping customers make the world safer, smarter and greener. In the Energy industry DNV GL delivers world-renowned testing and advisory services to the energy value chain including renewables and energy efficiency. Our expertise spans onshore and offshore wind power, solar, conventional generation, transmission and distribution, smart grids, and sustainable energy use, as well as energy markets and regulations. Our 3,000 energy experts support clients around the globe in delivering a safe, reliable, efficient, and sustainable energy supply. For more information on DNV GL, visit www.dnvgl.com. 427 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 EXHIBIT C 428 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Proposal for Transmission Planning & NERC TP Compliance Services Contract Extension, Denton Municipal Electric DME) Prepared by GL PWR Solutions Inc. — A DNV GL Group Company December 7, 2016 429 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Copyright © 2014, DNV GL Group This document and the information contained herein, is the exclusive, confidential and proprietary property of the DNV GL Group and is protected under the trade secret and copyright laws of the United States and other international laws, treaties and conventions. No part of this work may be disclosed to any third party or used, reproduced or transmitted in any form or by any means, electronic or mechanical, including photocopying and recording, or by any information storage or retrieval system, without first receiving the express written permission of the DNV GL Group. Except as otherwise noted, all trademarks appearing herein are proprietary to the DNV GL Group. 430 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 NV -GL TABLE OF CONTENTS i. Introduction...................................................................................................................................1 2. Company Overview & Proposed Team....................................................................................... 3 3. Capability Statement.................................................................................................................... 6 a. Team Experience, Capabilities & Relevant Projects....................................................... 6 3.1.1. Transmission Planning, NERC TP Compliance & FERC 715 Filing Support Experience.................................................................................................................. 6 3.1.2. GL PWR Solutions Inc. Team Expertise..................................................................11 4. Safety and Performance..............................................................................................................17 5. Legal actions................................................................................................................................18 6. Customer References...................................................................................................................19 7. Bidder subcontractor list............................................................................................................ 20 8. Proposed Scope of Work.......................................................................................... . a. Background.......................................................................................................................21 b. Task 1: NERC TPL-oo1-4 Annual Planning/FERC 715 Filing Study ............................21 c. Task 2: Transmission Project Evaluation, Validation and ERCOT RPG Evaluation.. 34 d. Task 3: ERCOT SSWG Data Modeling & Submissions ................................................. 35 e. Task 4: ERCOT SPWG Data Modeling & Submissions ................................................. 35 f. Task 5: ERCOT DWG Data Modeling & Submissions .................................................. 35 g. Task 6: ERCOT Contingency/Data Dictionary Updates ............................................... 36 h. Task 7: Technical Support on TP NERC Compliance & FERC 715 Filing ................... 36 i. Task 8: Geo -Magnetic Disturbance (GMD) model development and validation ........37 j. Task 9: Full Interconnection Study................................................................................ 38 9. Project Management Approach.................................................................................................39 lo. Deliverables.................................................................................................................................40 11. Cost Proposal.............................................................................................................................. 42 12. Proposed Engagement................................................................................................................ 44 13. Contractual Engagement of DNV GL........................................................................................ 44 Appendix A: Special Conditions....................................................................................................... 45 431 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 M r ny'"r"a `` .yn svtaicc„ rr tk z4;a 'cat r ONV•GL 1. Introduction Denton Municipal Electric ("DME") has requested that GL PWR Solutions Inc. — a member of the DNVGL group ("GL PWR Solutions Inc.") present a proposal to extend the current contract to continue to provide technical consulting services (Governed by the PSA dated February 5, 2013) for the next three (3) years. The technical consulting services associated with this proposal in line with the existing contract, includes the following transmission planning support to DME: Annual Federal Energy Regulatory Commission (FERC) 715/Transmission PlanningStudy Evaluation of transmission enhancements required for reliable operation of the DME system over the long-term planning horizon including: o Transmission system analysis and reliability project justification per ERCOT Planning Charter o Transmission project submission to ERCOT for Regional Planning Group (RPG) review, comments and approval o Submission of data/models associated with approved transmission projects to ERCOT Technical Support & Representation in relation to the findings of the FERC 715 study in meetings with other Transmission Service Providers (TSPS) Data Submissions for ERCOT Steady State Working Group (SSWG) transmission cases/models Data Submissions for ERCOT System Protection Working Group (SPWG) current andfutureyearcases Data Submissions for ERCOT Dynamics Working Group (DWG) current and future year cases Contingency Dataset validation and submissions to ERCOT Data Dictionary Updates to ERCOT GL PWR Solutions Inc. is happy to herein present this Proposal for providing the aforementioned services to DME and thanks DME for considering GL PWR Solutions Inc. in its selection process for this important engagement Additionally, GL PWR Solutions Inc. applauds DME's decision to engage additional expertise to assist in long-term transmission planning/evaluation, FERC 715 filing & ERCOT data submission activities. GL PWR Solutions Inc. has been engaged by DME to provide transmission planning services similar to those outlined in this proposal for the last 5 years. We are well positioned to meet the needs of DME and we believe we are uniquely qualified to assist DME in conducting such study and modeling activities. GL PWR Solutions Inc. believes that it is uniquely positioned to provide value proposition based services spanning all services requested in the scope of work by DME. Some unique advantages 432 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL of the GL PWR Solutions Inc. Team, vis-a-vis the scope of services requested by DME, are as follows: Comprehensive knowledge and in-depth understanding of the DME and neighboringtransmissionsystem. Comprehensive transmission planning experience within the ERCOT system and in- depth knowledge of the ERCOT RPG process for transmission project evaluation and justification. GL PWR Solutions Inc. also performs all the transmission planning services associated with the following utilities in ERGOT: o Sharyland Utilities o Cross Texas Transmission (CTT) o Wind Energy Transmission Texas (WETT) o Lonestar Transmission o Texas Municipal Power Agency (TMPA) Highly Qualified Consultants/Engineers in all areas of the scope of work - As seen by both our resumes and qualifications, the team at GL PWR Solutions Inc. has significant and proven expertise in all aspects of the scope of work outlined in the proposal. Comprehensive Modeling Capabilities - The team at GL PWR Solutions Inc. possesses state-of-the-art modeling, study and automation capabilities required to perform the activities outlined in the scope of work. Some of the key modeling and process automation capabilities include: o Comprehensive transmission system modeling & assessment capabilities utilizingPSS/E, ASPEN, PowerWorld Simulator, VSAT & PSCAD o Comprehensive & Customized automation module development capability — Microsoft -Excel & Python -scripting driven Graphical User Interface (GUI) based modules that automatically interface with PSS/E & PowerWorld. The ensuing sections of this Proposal provide details associated with the GL PWR Solutions Inc. team overview, capabilities and scope of work requested by DME. Any questions relating to this Proposal should be directed to: Dr. Mandhir Sahni 1 (214) 678-1197 mandhir.sahni@dnygl.com 433 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 OW -GL 2. Company overview & Proposed Team GL PWR Solutions Inc. ("PWR Solutions") was established in 2001 to provide independent and objective engineering and consulting services to Investor Owned Utilities IOUs), Independent Power Producers (IPPs), power marketers, municipalities & cooperative clients. It is a member of the Germanischer Lloyd (GL) group of companies and a wholly-owned subsidiary of Garrad Hassan America, Inc. (GL GH). GL PWR Solutions Inc. is part of GL's renewable energy consulting business, trading with GL GH under the GL Garrad Hassan brand. As of 12th September 2013, DNV and GL have merged to DNV-GL. The new company DNV-GL has started operating as one company with effect from 12 September 2013. DNV-GL forms the world's largest ship and offshore classification society, a leading technical advisor to the oil & gas industry and a leading expert for the energy value chain including renewables. DNV-GL also takes the position as one of the top three certification bodies in the world. Read more here: www.dnv.com/meter GL PWR Solutions Inc.'s focus is to provide creative, cost effective and practical solutions to stakeholders in the generation, transmission and distribution market. It excels in providing strategic technical and economic consulting services in electric transmission and generation planning to its clients. From a utility standpoint, GL PWR Solutions Inc. has proven expertise and vast experience in performing generation interconnection, load flow, short circuit, stability, Voltage Ride Through (VRT), frequency regulation, Automatic Generation Control (AGC) and dynamic voltage control assessments. GL PWR Solutions Inc. also has extensive knowledge of grid integration of renewable and emerging technologies, in particular being involved in projects such as ERCOT Voltage Ride Through Study & ERCOT Competitive Renewable Energy Zones CREZ) Reactive Power Study. Additionally, GL PWR Solutions Inc. is currently performing all transmission planning and grid integration activities for utilities, such as Sharyland Utilities, Wind Energy Transmission Texas (WETT), Cross Texas Transmission (CTT) and Lonestar. We offer clients detailed studies necessary for the specification of power system equipment and operational studies required to identify safe and reliable methods of system operation and switching procedures. GL PWR Solutions Inc. recognizes the importance of well-defined technical analyses as the basis for both technical and investment decisions. The use of Power System Simulation for Engineering (PSS/E), PowerWorld Simulator and Electra -Magnetic Transient Program (EMTP) software provide the basic analytical tools for studying large power system networks. Typical studies performed by GL PWR Solutions Inc. include: System Planning Studies o Full Interconnection Studies o Dynamic Assessment of Power System Networks 434 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 NOW ONV-GL o Reliability and Economic Assessment of Transmission Projects o Generation/Transmission expansion o Overall system coordination and stability, reliability and availability studies o Economic analysis and cost impact of power wheeling and cogeneration o Optimal power flow analysis and area interchange control o Generator reactive capability curves and VAR planning o Maximum interchange between two systems for single or multiple event contingencies o Voltage collapse analysis o Fault analysis and relay coordination o Substation configurations and equipment sizing, grounding o Voltage Ride Through Studies a Transmission Line Studies o Modeling of short & long transmission lines o Load flow analysis o Contingency studies o Transmission line optimization o Lightning effects and insulation coordination o EMF evaluation/effects o EMI studies and system grounding o Switching studies and equipment sizing o Net interchange and system loss studies o Line Paralleling/ Crossing studies Special Studies o Sub -Synchronous Resonance (SSR)/Sub-Synchronous Control Interaction (SSCI) Studies o Harmonic Assessments o Electro -magnetic Transient Studies o Dynamic Model Development for Wind Turbines o Dynamic Model Development for Emerging Technologies such as battery storage and Compressed Air Energy Storage (CAES) 4 435 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 m m u V O N 3 E N N L n m m Y y CO rou C g a O W d0 GJWQQ VW C W V WJ m m u V O a 06 W C m m CO rou C g a O J Y C YE t j a c A ro e z d w i 8 g n m be C W C CO rou C g a O fin w C YE t C g r z d w i 8 g n 4 N y L V ti C M m w H N Z 4 N S U r m E c-- itl 3' a 5 a O C YE t C g r z d w i 8 g n ti C M m r m 436 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•GL 3. Capability Statement a. Team Experience, Capabilities & Relevant Projects 3.1.1. Transmission Planning, NERC TP Compliance & FERC 715 Filing Support Experience GL PWR Solutions Inc. has considerable experience in terms of providing the following services to utilities across ERCOT and other parts of North America: Transmission Planning, Data Submission & Technical Support — GL PWR Solutions Inc. has provided technical consulting services for all transmission planning services for various electric utilities in ERCOT including Denton Municipal Electric (DME), CTT, WETT, Sharyland Utilities, Lonestar Transmission and TMPA. Additionally, GL PWR Solutions Inc. has performed special studies such as Reactive Optimal Power Flow (OPF) and Load Modeling evaluations for Los Angeles Department of Water & Power (LADWP) and similar engagements for utilities outside ERCOT. Transmission Project Justification vis-a-vis regional planning criteria — GL PWR Solutions Inc. has been instrumental in performing the transmission planning studies to justify numerous projects through the ERCOT RPG process including: o Sharyland-AEP 345kV Cross Valley Project o Houston Import Project (HIP) o Lower Rio Grande Valley (LRGV) Import Study o Lubbock Power &Light (LP&L) ERCOT Integration Assessment o Sharyland Railroad DC Tie Expansion o TMPA Transformer Replacement & Reactor Re -Configuration o 138kV Denton Loop Upgrades o Sharyland Stanton/Midland Upgrades — Atlas Driver Station o Numerous other RPG submissions on behalf ofother utility clients Technical support associated with NERC TP and FERC 715 compliance — GL PWR Solutions Inc. has provided technical consulting services associated with NERC TP Compliance and FERC 715 filing for each of the ERCOT utilities mentioned above. Generation Interconnection Studies — GL PWR Solutions Inc. has performed over 50 full interconnection studies on behalf of various utilities in ERCOT. The full interconnection studies have typically spanned the following assessments: o Steady State Study o Short Circuit Study o Transient Stability Study o Facility Study 6 437 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•GL Specific projects demonstrating GL PWR Solutions Inc. team expertise in transmission planning are outlined below: Project: ERCOT Voltage Ride Through Study Customer: Electric Reliability Council ofTexas (ERCOT) Duration: June 'og — July'10 Objective Assess impact of lack of WGR VRT capability on reliability of ERCOT system as whole Team Contribution Novel "voltage -profile" based approach for WGR collection system aggregation — White Paper adopted by ERCOT Novel automation techniques to develop detailed WGR collection system models — 80 WGR models in 2 months First study of its kind in U.S Successfully completed in time and within budget Presented new findings at ERCOT DWG, RPG & ROS forums Team received "standing ovation" at ROS Project: Transmission Planning & Generation Interconnect Studies Customer: Sharyland Utilities, WETT & CTT Duration: June -Sep 'og — Present Objective Perform all transmission planning & generation interconnection activities/studies on behalf of the utilities Team Contribution Represent and/or provide technical expertise to customer in various ERCOT forums i.e. SSWG, SPWG & DWG Coordinate all generation interconnection meeting, modeling, study and reporting activities Provide training to customer staff to assist development of internal capability Coordinate between planning and D&E teams & develop planning criteria Performing Switching, TOV and TRV studies for Sharyland & WETT 438 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL Project: Transmission Planning & Special Studies Customer: American Electric Power (AEP)/ Electric Transmission Texas ETT) Duration: July'10 — Present Objective Assist AEP/ETT in high end niche studies and resource training activities Team Contribution Assist AEP/ETT in development of accurate WG short circuit models from detailed PSS/E and/or PSCAD based models Train AEP/ETT personnel of WGR collection system development and aggregation automation Train AEP/ETT personnel on automation utilizing scripting languages Python, VB and BASIC Project: Long Range T&D Study Customer: Midwest Utility, SPP Duration: Sep'og — March `11 Objective Perform 20 year long range T&D study Team Contribution Integrated approach to assess impact of transmission improvements on distribution system & vice -versa Industry First Capital expansion plan, inclusive of the expansion costs Budgetary estimates Ranked recommendations and timelines/ schedules Project: LGEE System Transmission Assessment 2012-14 Customer: E.ON U.S. Transmission, Lewisville, Kentucky Duration: September 'io — December `10 Objective Assessment of the Transmission System for the years 2011 and 2014 Assessment of continuity of the E.ON U.S. Planning Guidelines with the NERC TPL Standards Team Contribution Assessment of LGEE and neighboring transmission system reliability in the wake of NERC Category B/C/D contingencies from steady state standpoint 8 439 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•GL Identification of reliability concerns under specific contingency conditions based on E.ON Planning Guidelines and mitigation measures Assess the continuity of the E.ON U.S. Planning Guidelines with the NERC TPL Standards. Provide line items that summarize the current E.ON U.S. Planning Guidelines and compliance with the NERC TPL standards. Project: 345kV Line Paralleling Study Customer: Wind Energy Transmission Texas (WETT) Duration: July'io — December'lo Objective Assess the impact of paralleling new proposed CREZ WETT 345kV lines to existing 345kV lines on the reliability of the resulting ERCOT network Team Contribution Development of novel approach to assess the reliability implications of paralleling new 345kV transmission lines with existing 345kV lines Assessment performed from a steady state and dynamic standpoint S -L -G, 3 -Phase & faultless outages assessed as part of the transient stability assessment Dr. Sahni served as subject matter expert witness on behalf of WETT at the PUCT hearings Project: Independent Assessment of need for 765kV PATH project Customer: West Virginia Public Service Commission (WVPSC) Duration: July'og — May `u Objective Perform independent assessment for the need of 765kV Potomac Appalachian Transmission Highway (PATH) project Team Contribution Dr. Sahni expert witness on behalf of WVPSC PATH project delayed by an year based on team's assessment Direct review and interrogatories with Director of PJM transmission Complex Generation Deliverability, Load Deliverability & P -V analysis 440 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL Project: Reactive Needs Assessment & Specification Development Customer: Texas Municipal Power Agency (TMPA) Client Contact Information: Ahmad Saboor, 972-205-3480 Duration: 2013 Study Scope Performed reactive needs assessment to evaluate the optimal reactor additions required to maintain adequate voltages on the transmission system Reviewed and developed PRC -023 and PRC -005 specifications for TMPA Team Contribution Performed steady state Ac power flow analysis under normal operating and contingency conditions to assess the optimal reactor additions required Ensured timely approval of projects providing technical support for any questions during the stakeholder review process Developed the PRC -023 and PRC-oo05 standards for TMPA based on review of their protection philosophy, system topology and NERC requirements. Other Transmission Planning Projects Battery Energy Storage (BES) system model development in PSS/E, Altairnano Inc Load Composition, Modeling & Reactive Power Optimization Study, LADWP Transmission Tariff Study, ESKOM, Republic of South Africa 40okV Transmission Line Feasibility Study, USTDA, Jordan Prakiraan EHV Transmission System Adequacy Assessment, USTDA, Indonesia Georgia EHV Transmission Line Project, Georgia 1() 441 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•GL 3.1E-2. GL PWR Solutions Inc. Team Expertise Sunil Talati, P.E — Head ofDepartment Sunil Talati has over twenty years of experience in project management, marketing and engineering design of electrical systems with an extensive background in power system analysis. Included in this experience is the development of generation, distribution and control systems for transportation, industrial, commercial, institutional and airborne vehicle projects. He has vast experience in assessing transmission and distribution system requirements and performing detailed design and operational studies for power systems at all voltage levels for many countries including USA, Ireland, India, Bangladesh, Turkey, United Kingdom, Honduras, El Salvador, Dominican Republic, Russia, Georgia, Jordan, Indonesia, Ecuador and Venezuela. Sunil is currently responsible for the direction of electrical power system studies including technical and economic assessment of a power plant interconnection to the transmission networks. Sunil also has extensive experience in the Locational Marginal Pricing and other economic studies. Mandhir Sahni, PhD — Head ofSection Mandhir Sahni has over twelve (12) years of experience in generation & transmission planning in deregulated energy markets in the U.S including power system planning, power quality, stability, Electro -Magnetic Transient (EMT) studies, Sub -Synchronous Control Interaction/ Resonance studies, transmission congestion/curtailment assessment and protection co-ordination analysis with an extensive background in power system analysis. Dr. Sahni currently oversees the generation/transmission planning and special studies group within GL PWR Solutions Inc. including all transmission planning for utility clients, full interconnection studies, annual planning assessments, transient stability studies and detailed SSR/SSCI studies. Dr. Sahni also leads the modeling and grid integration of emerging technologies (battery storage, compressed air energy storage etc) effort at GL PWR Solutions Inc.. Dr. Sahni has served as the principal in -charge on numerous direct engagements with ISOs/Utilities including Electric Reliability Council of Texas (ERCOT) Voltage Ride -Through (VRT) study, ERCOT SSR/SSCI training and all transmission planning efforts for electric utilities such as Sharyland Utilities, Wind Energy Transmission Texas (WETT), Lonestar Transmission, Denton Municipal Electric (DME), Texas Municipal Power Agency TMPA), Tennessee Valley Authority (TVA), Entergy & Cross Texas Transmission (CTT). Dr. Sahni has been significantly involved in the design and planning efforts associated with $SB Competitive Renewable Energy Zone (CREZ) transmission development in ERCOT including serving as expert consultant and technical advisor to all utility clients on issues such as reactive power planning, voltage stability concerns, series capacitor 9 442 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•GL design and over-all CREZ transmission planning. Dr. Sahni has also assisted numerous utilities in development of planning procedures and criteria in accordance with NERC TPL-00i through TPL-004 standards and regional planning criteria. Dr. Sahni has served as expert witness on numerous occasions on behalf of various utility clients. Dr. Sahni has worked extensively with ISOs/RTOs, electric utilities and turbine vendors for the development, testing and validation of detailed dynamic models associated with various wind turbine technologies. Dr. Sahni served as principal in -charge on the ERCOT Voltage ride Through Study, an effort that entailed the detailed modeling and validation of steady state and dynamic models associated with approximately $S wind power plants 9000 MW) connected to the Texas grid. As part of this effort, Dr. Sahni has performed extensive work on modeling and control of wind power plants, detailed model development of wind power plants, automation techniques for model development & aggregation of wind power plant models. Included in this extensive experience, is the development and validation of detailed user -defined dynamic models for various wind turbine technologies in PSS/E and PSCAD spanning DFIG and full -converter wind turbines. Dr. Sahni is also one of the leading experts on modeling & analysis of Sub - Synchronous Control Interaction (SSCI) between wind turbine technologies and series compensated transmission lines. Dr. Sahni has pioneered the current injection approach to perform turbine side scans to evaluate the susceptibility of DFIG turbines to SSCI issues. Dr. Sahni is working with numerous wind turbine vendors in order to assist in the development of detailed models suitable for SSCI studies and transient/dynamic stability studies. Dr. Sahni has also performed extensive work on dynamic model calibration associated with models for various dynamic devices including conventional generators, wind generation resources, Dynamic VAR devices and dynamic load models. Dr. Sahni has served as principal in -charge on numerous transmission planning, dynamic modeling and stability analysis across various ISOs/RTOs in the U.S spanning CAISO, SPP, MISO, PJM & NY ISO. Dr. Sahni has also served as principal in -charge on numerous international engagements associated with transmission system planning/expansion studies (load flow, short circuit, stability, protection co-ordination, insulation co-ordination) and reliability impact studies including Taiwan Power, National Electric Power Company (NEPCO), Jordan, Saudi Arabia, Georgia and Indonesia. Dr. Sahni has authored numerous proposals as principal in -charge spanning all aspects of power system planning and special studies. Dr. Sahni has published numerous journal, conference & invited expert panel session papers documenting the findings of his research. Dr. Sahni has been invited as a subject matter expert in power system planning and grid integration of renewable/emerging technologies by numerous ISOs, utilities and government entities in the US. Satish Nath, PhD — Lead Consultant Dr. Satish Natti has over ro+ years of research and industry experience in power system planning, reliability and asset management. He has provided consulting support to 443 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 N - DNV•GL various ISOs, utilities and developers in transmission & distribution planning and interconnection of conventional and renewable generation. Dr. Natti has taught Introduction to PSS®E (steady state and dynamics)" and "Wind Integration Courses" on behalf of Power Academy at Siemens PTI. Dr. Natti's industry experience includes studying integration of renewable resources (Wind and PV) and Microgrid system applications. He has working experience with CREZ transmission system in defining shunt and series compensation for Lone Star transmission lines. His experience also includes analyzing the impacts of several wind farms in Texas. He has been involved in analyzing the steady state and dynamic behavior of transmission and distribution networks by performing steady state (load flow, PV/QV, flowgate, etc.) analysis, transfer capability studies, dynamic stability studies, switching transient studies EMTP/PSCAD), short circuit studies, feasibility studies, impact studies and due - diligence studies. Charles Gibune — Senior Engineer, Generation & Transmission Planning Charles Gibune has over five years of experience in power market analysis, power flow analysis with an extensive background in conducting economic analysis of transmission and generation projects through LMP process. Mr. Gibune is currently part of a team of transmission planners responsible for performing Full Interconnection studies (FIS) for all generation interconnection studies allocated to WETT and CTT. He is experienced in implementing LMP calculations and projections algorithms, which are being implemented on the PJM, NYISO, ERCOT, MISO and ISO -NE systems. Mr Gibune worked with Veritas Economic Consulting Inc to utilize these economic models to assess the reliability impacts of closed -cycle cooling retrofits for various de -regulated markets across the U.S. as per EPA ruling 316-b. Charles's expertise in the various ISO systems includes good understanding of the current transmission topology and analyzing the performance of ISO markets under nodal environment via qualitative and quantitative assessments. He is experienced in PROMOD utilizing the Security Constrained Economic Dispatch to determine/forecast futuristic hourly LMPs and identify transmission elements causing congestion/curtailment if any for projects being studied. Included in his experience is the development of automation process to operate Power World utilizing the Security constraint optimal Power Flow (SCOPF) to determine the hourly LMPs after incorporating the unit commitment, perform contingency analysis, Available Transfer Studies (ATC) etc. He received his Bahcelor and Master's degree in Electrical Engineering with emphasis on power system analysis from University of Texas, Arlington. 444 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•GL Prashanth Buyanni — Lead Consultant, Transmission Planning & Economic Studies Prashanth Buyanni has over five years of experience in transmission planning and power market studies. Before joining PWR team, Prashanth worked for Southwestern Public Service Company (SPS) as a transmission planner for about four years. His experience with SPS includes performing yearly NERC TPL compliance studies, load interconnection studies as per SPP AQ process, responding to SPP ITPio and ITPNT needs with transmission solution ideas and reviewing SPP AQ studies for consistency. He also played an active role during the SPP High Priority Incremental Load study HPILS) by developing 345kV transmission solutions for the SPS footprint in the SE New Mexico area. He was also actively involved in the recently concluded 2015 SPP FERC Order l000 process and worked as a liaison between transmission planning and various other engineering departments for submitting DPPs to SPP. He also served as a Subject Matter Expert (SME) during the NERC TPL compliance audit for SPS. His experience with transmission planning tools includes PSS/E and PSS/MUST. Prashanth Buyanni has also experience using PSS/MOD software used by SPP and its members for submitting projects for model development. Mr. Buyanni is currently part of transmission and economic modeling group at PWR. He received his Master's degree in Electrical Engineering with emphasis on power system analysis from New Mexico State University. Venkata Vishwanadham — Consultant Venkata Surya Viswanadham has over three years of power system consulting experience performing contingency analysis, generation and transmission interconnection studies. Mr. Viswanadham is currently part of a team of transmission planners responsible for performing Full Interconnection Studies (FIS) for generation interconnection studies allocated to CTT, WETT and Sharyland Utilities. Mr. Viswanadham has gained a considerable expertise of CREZ TSP's and ERCOT transmission systems during his employment with GL PWR Solutions Inc. — a DNV GL group company. He is also responsible for the long term transmission planning and reliability of CTT transmission system. He has worked with Siemens PTI with an expertise in performing power system simulation studies in PSS/E and Power World tools. He worked with team of transmission planners responsible for long term expansion planning of Entergy transmission foot print during his internship at Entergy Services Inc. He received a Bachelor of Technology degree in Electrical Engineering from Jawaharlal Nehru Technological University, India. He holds a Master's degree in Electrical Engineering with an emphasis in power systems from Mississippi State University. 14 445 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 NV•GL Nitin Prakash, Power System Research & PIanning Engineer Mr. Nitin Prakash has expertise in power flow, contingency analysis studies, and dynamic simulations studies. He is a proficient user of both PSS/E (Siemens PTI) and PowerWorld. Nitin Prakash has experience in the dynamic modeling of power systems including grid interconnection stability studies, VRT studies and dynamic modeling of new technologies such as wind, solar and energy storage devices. As a part of the master's research work Nitin has worked with the Salt River Project, a local utility in Arizona on a research project related to large scale solar PV integration in Arizona transmission grid. He is proficient in computer programming languages such as C, C++ and JAVA. Previously, he has worked with Schneider Electric, Mercedes Benz Research Development, and Intel Corporation in internship positions. He also holds a master's degree in Physics. Jigisha Desai, PE — Senior Engineer Jigisha Desai has over eight years of experience in the field of design, distribution & transmission system study & analysis. Jigisha has extensive knowledge in the field of design and engineering for large and small projects, project management & power system studies for 240V to 50o kV levels. Jigisha has executed various design and engineering projects that include detail design of exterior lighting and electrical distribution system for educational, rail & transportation facilities. Construction coordination and management was a part for the engineering projects. The project management experience includes man hour estimation, budget control and material ordering for various types of projects. Jigisha has executed several construction management projects and has useful onsite problem solving skills. Jigisha has worked on several transmission and distribution system studies using ETAP/ ASPEN/ POWERWORLD/MILSOFT using both ANSI and IEC standards. These projects include load flow analysis, short circuit analysis, protective device coordination analysis, arc flash analysis, Motor Starting, cable Ampacity analysis, contingency analysis & feasibility study. The studies would mainly involve data collection, detail model development, performing required studies using the software with different scenarios, filtering and analyzing the results to make reports and recommendations. These may involve detail design and engineering for the system to explore alternate recommendations. 446 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 GL PWR SOLUTIONS INC. TEAM ORG CHART AlLffw"', - 0N I C I 01 \ E LECiAIC Contract Manager Project Sponsor Sunil Talati, P.E. Mandhir Sahni, PhD Steady State Team Charles Gibune Meichen Chen 16 Project Manager Technical Advisor Charles Gibune Mandhir Sahni, PhD Short Circuit Team Neeraj Karnik, P.E. Venkata Viswanadham Dynamics Team Satish Natti Nitin Prakash Ami Bhanvadia, P.E. 447 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 NV•GL 4. Safety and Performance DNV GL has a dedicated Human Resources Department, an established Code of Conduct, a Visions and Values Statement, and procedures for reporting any incidents or concerns, which all demonstrate the company's commitment to ensure that HE&S policies are sustained and incorporated into daily behavior. Maintaining an incident free and injury free work environment is a top priority for DNV GL. 448 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 RP7 i7J'I l° ONV•GL 5. Legal actions During the past 5 years, no legal actions (regulatory, contract, and performance) have been pursued or settled against GL PWR Solutions Inc. or any of its direct affiliates. During the last 5 years, no litigation or arbitration against GL PWR Solutions Inc. has occurred in which it was alleged that GL PWR Solutions Inc. failed to perform under a contract, breached a contract, and/or performed work negligently. 1s 449 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•GL 6. Customer References Reference #1 - Julius Horvath, Planning & Operations Manager, Wind Energy Transmission Texas, (512) 496-9186, julius.horvath@windenergyoftexas.com Reference #2 - Bill Bojorquez, Vice President, Transmission Planning, Hunt Transmission 190o N Akard St, Dallas, TX -75201, (512)-1171-0965, BBojorquez@hunttransmission.com Reference #3 - Tim Cook, Manager, Transmission Planning, Cross Texas Transmission, (636) -236-7197, TCook@LSPower.com 19 450 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 7. Bidder subcontractor list None 451 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Nxm IDNV•GL 8. Proposed Scope of Work a. Background Based on the services requested by DME, GL PWR Solutions Inc. envisions the scope to comprise of the following key tasks: Task #1— NERC TPL-ooi-4 Annual Planning/FERC 715 Filing Study Task #2 — Transmission Project Identification, Evaluation, Validation & ERCOT RPG Approval Task #3 — ERCOT Steady State Working Group (SSWG) Data Modeling & Submissions Task #4 — ERCOT System Protection Working Group (SPWG) Data Modeling & Submissions Task #5 — ERCOT Dynamics Working Group (DWG) Data Modeling & Submissions Task #6 — ERCOT Contingency/ Data Dictionary Updates Task #7 — Technical Support on TP NERC Compliance and FERC 715 filing Task #8 — Geo -magnetic Disturbance (GMD) Model Development & Validation Task #9 — Full Interconnection Study for proposed projects. Scope of Work will be provided on a project by project basis The ensuing sub -sections provide an overview of GL PWR Solutions Int.'s approach associated with each task comprising the over-all scope of work. b. Task is NERC TPL-oos-4 Annual Planning/FERC 715 Filing Study The annual long-term planning study is expected to comprise of the following activities in consistency with the requirements of the FERC 715 filing: TO Entity Identification & Certification Regional Power Flow Base Cases Transmission Facility Maps & One -lines Transmission Planning/Performance Criteria Transmission Planning/Performance Assessment Guidelines Annual Transmission Planning & Evaluation TO Identification & Certification 21 452 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL GL PWR Solutions Inc. envisions a majority ofthis task to be completed by DME since it involves providing details associated with the TO performing the filing. However, as needed, GL PWR Solutions Inc. would provide assistance based on similar FERC 715 filings prepared by GL PWR Solutions Inc. including those prepared on behalf of DME. The task primarily comprises of the following: a. Identification and Certification document outlining the utility name, physical address, contact person, certification from certifying officer and associated contact details b. Cover Letter from DME outlining the organization and contents of the entire FERC Form 715 submission Regional Power Flow Base Cases As part of this task, the most current and updated regional power flow base cases with DME's transmission facilities accurately validated have to be developed to be submitted along with the filing. The SOW associated with this task, as envisioned by GL PWR Solutions Inc., comprises of the following: In case of ERCOT, the Steady State Working Group (SSWG) develops the planning cases. For the FERC 715 filing the SSWG cases spanning a 6 -year planning horizon are utilized. Most utilities do not submit any regional power flow cases beyond the horizon spanned by ERCOT SSWG. The ERCOT SSWG planning cases are expected to be utilized for the long-term planning assessment. A typical SSWG case set includes the following transmission models associated with the 6 -year horizon: o (Current Year (CY) + 1) SUM o (Current Year (CY) + 2) SUM o (Current Year (CY) + 3) SUM o (Current Year (CY) + 3) MIN o (Current Year (CY) +3) HWLL o (Current Year (CY) + 4) SUM o (Current Year (CY) + 5) SUM o (Current Year (CY) + 6) SUM Each of the aforementioned cases would be checked to ensure accurate modeling of DME's existing transmission facilities associated with the timeframe of the power flow case The cases to be used as the base case for the study case development will be selected in accordance with the NERC TPL-001-4 requirements The transmission topology, as reflected in the SSWG cases, would be compared with the latest transmission and sub -station project summary as provided by DME. Transmission system enhancements submitted on behalf of DME based on the latest annual planning study and the Transmission Project Information Tracking (TPIT) updates will be validated. 453 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Win, :.. -. ::• ONV•GL Any updates/modifications to the case, if needed, would be performed utilizing Planning Model Change Requests (PMCRs) in ERCOT MODWeb accompanied with adequate documentation and the rationale behind the change. The PMCR files would also be provided to DME as part of the deliverables for this task. The resulting cases would be utilized as "study case" for the annual long term planning assessment. Transmission Facility Maps, Breaker Diagrams & Description GL PWR Solutions Inc. envisions a majority of this task to be completed by DME. However, in this case, GL PWR Solutions Inc. would utilize the transmission facility and/or breaker diagram maps provided by DME to corroborate the same with the latest transmission topology as depicted in the forward year cases and vice -versa. The task primarily comprises of the following: DME would be required to submit detailed transmission facility maps for their existing transmission system within the ERCOT system Additionally, bus/breaker arrangements for all 138kV and/or 69kV stations owned/operated by DME would need to be submitted GL PWR Solutions Inc. would ensure for consistency in terms of the transmission topology depicted in the maps/station diagrams vis-a-vis the forward year cases in terms of the city's transmission facilities The transmission facility maps and/or breaker diagrams would be accompanied with a document providing a brief overview of the transmission facilities owned/operated by DME as per the maps/diagrams submitted Transmission Planning/Performance Criteria One of the integral aspects of the FERC 715 filing for each TO is to provide a transmission planning/performance criteria that it utilizes to gauge the performance of its transmission network. Typically, the regional ISO planning criteria and the NERC planning criteria serve as over -arching guidelines. In DME's case, the task would comprise of the following: DME's Transmission Planning/Performance Criteria document outlining the criteria utilized to assess the reliable performance of its transmission system within the planning horizon would need to be submitted. In the absence of an explicit planning/performance criteria, GL PWR Solutions Inc. would explore the following 2 options: o Utilize ERCOT Planning Criteria as their default planning/ performance criteria and attach the same as an Exhibit o Develop a planning criteria based on the ERCOT Planning Criteria, NERC Planning (TPL-001-4) standards and the planning criteria for neighboring utilities 3 454 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 N3T"'Y.S"@ ai ft.x' DNV•GL GL PWR Solutions Inc. does possess and comprehensively understand the ERCOT Planning/NERC TPL-ool-4 Criteria and has assisted numerous new ERCOT utilities in drafting their planning/performance criteria Transmission Planning/Performance Assessment Guidelines Typically most utilities defer to the NERC TPL-ooi-4 transmission planning standards as the planning assessment and evaluation standards. GL PWR Solutions Inc. possesses and comprehensively understands the application of the TPL standards on transmission facilities rated 69kV and above. GL PWR Solutions Inc. intends to utilize the same to perform the long-term transmission planning evaluation for DME's transmission facilities. Exhibit 2 depicts the NERC TPL-ool-4 standards. Annual Transmission Planning Study One of the most significant aspects of the FERC 715 filing is the annual transmission planning and evaluation report outlining the assessment of the performance of DME's transmission facilities over the long-term planning horizon. The scope of work associated with this task, as envisioned by GL PWR Solutions Inc., would comprise of the following: a. Data Collection & Validation Obtain ERCOT SSWG planning Cases for relevant year Validate accurate modeling of DME's existing transmission facilities Validate accurate connections for DME's existing transmission facilities with neighboring utilities Utilize DME's latest Transmission & Sub -station Project Summary in conjunction with the latest ERCOT Transmission Project Information Tracking (TPIT) updates to evaluate the incorporation of planned transmission enhancements in the relevant year DSA & DSB cases Assess the load and generation status/levels on the DME's and neighboring transmission facilities Develop study cases for the planning horizon Utilize DME's long-term load forecast to develop a long-term case beyond the horizon spanned by the DSB cases, if needed b. Contingency Event Definitions & System Monitoring Settings Obtain relevant contingencies on DME's and neighboring transmission system from the latest ERCOT Planning Contingency 4 455 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL File & DME contingency files. The contingency events evaluated should span NERC Category Po -P7 and extreme events Review DME contingency files in the wake of updated transmission topology to identify any changes and/or modifications Work with neighboring TSPs to identify relevant NERC Category contingencies Identify the following system performance/ evaluation criteria for DME and neighboring transmission facilities for normal operation and contingency conditions: Thermal Rating for transmission system elements to assess transmission system overloads Voltage Magnitude Range for assessing voltage magnitude violations Voltage Deviation Range for assessing voltage deviation violations pre and post -contingency c. Annual Transmission Assessment Perform steady state AC Power Flow and Contingency analysis for each of the planning year cases including long term case Identify any transmission system performance violations based on the criteria outlined above Observe and document the first year of occurrence of each transmission system issue and exacerbation levels for the subsequent years Identify if any of DME's planned transmission system enhancements alleviate the transmission system violation. If so, note the expected in-service date of the proposed transmission system enhancement vis-a-vis the first occurrence of the concern Study relevant transmission enhancement scenarios to assess the optimal scenario to ensure reliable operation of DME facilities Document performance of each scenario for DME review and provide independent recommendations. 456 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 J i z n 7 i i z L F w j? R zz 9 F W aL E G OS q a LL . C a cq Q yrr C tq :O ci C Cd ca Q LL 2 4 Vj 3 CO 7 457 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 J v LL O I I I i LU LU i i N y i W Gn C- lia— ilia — qq Cq 458 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 iii m 2 fm AT O c4 n a 0 0 a V W z i b c N A ffi F N J VJ o CL Q, x 459 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ti ~ LD CIt Ci, o E c 5. 25 69 % u on m y itp N n Li a w 0 in H ma. . H tirf i E L d m . E 52 n a m m m LOP op D l4 J H • Z 45mL42Lu gy m43 E m a m ro '" IZ Z0 CA aS J i4 B 0 E E 0 7 IC coLco 4i ca m 460 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 U lc bio O r Aan v 'mai n co rz cl v4d 00 3 Cd oci QO r. cu V cz U U co ;g O 0 7:1 w a - cd -d a '° a4 V cUr to cn a a ° ca oma. cz v' °,cn ao r, o o 0 j CU J ar " -d o m bi a aUi F ai Ey Z 0-0 a' O o 5a U wom cVi -C CDm wO 0}'w y a 3 O V •O w cz w0fn4 U p}ca C14 (DO v1 U 4J y O s, r C/ a 7 1 b -0 1 y aV O 0 moo aye 3a Cd 4-1 oca jV U a O V 0 O CdcuO l W F ci m >M Gi w m r. co w O w w O M ;: S sem., O R r; +V-• O' 0 -d U r y O w ' U bA d p cacncnc, cq F. H C F' c, rA O ay1 COO U cid bi0 w riGz, P, Aal 0N rn ( 'b co 0 .— d cti GC; 4 U 5 cz r.-, O 'd. uVi y x ww cl it co F, V V ) O U y y v t+ y R+ V V x Vi a bq C O 0 CU co v cnr. U O 0-4 14H .' V GQ y W U W •'S O w a e .o 461 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 1-4 d4 ocoao a40C4Ob 4-1 0 4DUp ? p - Z > O tom. ' b roti- p Ow c. 0 75 c+- D Lir co " O ." W p, "' co *' ++ LO m WU •L; cn " cts UKW ~ Oraj UCN - t, Q)wb " O ' 'b Q Q) P!p I.-, 4-1 b0 "" vi U .+ p N QJ y cdvcd , 5 4-0 c. U (iii ,f,,• . cU. O r+ U Q) tvC Q) Ln O rn o ... , o wx It s C) ' — Qu o 4- m ar +- o w A 43 O O z 'd V 1 bA >7 O y4.1 .:. co w cz . a+ ^- U 9 1 cc 00 LO TQ) F. y r O+ O F4 py L: ice.+ - -, " n! 'obi O M4" U O + O a Q) 41 4-1 4 .O 00O p O r. 9)b a3 ` W a, CJ Rav P4 C,3 tl O D U Qr" j ++ 0 00 •- a` ) O y O A, U; ""' v ca U F, O cti O U O p U Q) • E b w 0 W O 71 n O U ami O O k tiO1yR, F d a ' U ¢. t, . C. w 13 NC: 3z14;"4 in V) E o o C cr ti `n C', O aA x O +' W W U C) M cd O 0 Ld U y GQ Q) w O rn y U ZM A U A p 0 O -4 14M 462 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV•GL d. Annual Transmission Evaluation Report Develop annual transmission assessment report outlining the following aspects: Study Approach & Assumptions Base Case Violations & Year of Occurrence Transmission Enhancement Scenario Definitions & Performance Results & Key Observations Provide a summarized description of the recommended transmission solution associated with identified concerns accompanied with approximate schedule of the enhancements comprising the solution Short Circuit & Breaker Adequacy Assessment The scope of work associated with this phase, as envisioned by GL PWR Solutions Inc., would comprise of the following: o The ERCOT SPWG Future Year (FY) cases over a 4 -year horizon would be utilized as the base cases for the assessment. The cases would be reviewed to ensure accurate modeling of DME facilities from a short circuit standpoint. Additionally, the cases will be reviewed to ensure accurate representation of generation interconnections associated with DME and/or neighboring facilities, if any. o The most updated DME station configurations would be utilized to model the breaker configurations into the bus -branch model obtained from ERCOT. The following aspects will be taken into account during the development of the breaker model: Breaker configuration (breaker and a half, double bus double breaker etc) Transmission system elements protected by each breaker Breaker Rating (kA) Rating Method (IEEE/ANSI) Interrupting Time Contact Parting Time a A comprehensive breaker adequacy assessment will be performed for all DME facilities utilizing the Breaker Rating Module (BRM) in ASPEN One-liner. o The results of the breaker adequacy assessment will provide the maximum duty experienced at each breaker across a range of short circuit events with variations including but not limited to the following: Fault Type Fault Location Transmission configuration prior to fault (line open etc) Transient Stability Assessment The scope of work associated with this phase, as envisioned by GL PWR Solutions Inc., would comprise of the following: 2 463 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL Dynamic Dataset Review & Initialization a. The relevant ERCOT DWG future year dynamic dataset would be utilized for the transient stability assessment. The dynamic dataset will be reviewed to ensure that most updated parameters are utilized to represent the DME transmission facilities. b. The generation level modeled on/around DME facilities and the neighboring region will he reviewed to ensure its consistency with the latest status of generation interconnections associated with DME and neighboring facilities. c. Run a 10 -sec no disturbance flat start to ensure acceptable dynamic initialization of the dynamic dataset while monitoring the maximum deviations associated with the following power system quantities: Rotor Angles for conventional generation units Terminal Voltages for all generation units Active Power Output for all generation units Definition of Dynamic Events a. Define and develop dynamic events spanning NERC category P1 -P7 and extreme event conditions for all DME and neighboring transmission system facilities. The dynamic events associated with neighboring transmission facilities will be limited to those involving DME facilities. b. Specifically speaking, the dynamic events would include the following: 3 -Phase fault based normal clearing events (NERC Category P1 -P3, P6 -P7 events) S -L -G fault based delayed clearing events (NERC Category P4 -P$ events) Delayed clearing events will be defined by virtue of breaker failure and/or system protection failure conditions 3 -Phase fault based normal clearing events associated with outages of lines in a common corridor and/or outage of DME stations (NERC extreme events) c. The normal and delayed clearing events and durations will be decided in discussion with DME. Dynamic Simulation & System Assessment a. Perform transient stability simulations for each of the aforementioned normal and delayed clearing events associated with the DME system. b. The following aspects would be utilized to assess the performance of the DME transmission system under the various dynamic events outlined above: Rotor angle and voltage stability assessment Transient Voltage Recovery Criteria System Damping 33 464 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 0NV•GL c. The performance of the DME system for varying dynamic events spanning NERC Category P1 -P7 and extreme events will be based on a combination of the DME Planning Criteria, ERCOT Planning Criteria and NERC TPL-oo1-4 standards. Transient Stability Study Report a. Develop a transient stability assessment report outlining the following aspects: Study Methodology & Assumptions Dynamic Event Definitions with specification associated with NERC Categories for each event Simulation Results & Observations Dynamic Events of concerns b. Provide a summarized description of any violations of the DME Planning Criteria, ERCOT Planning Criteria and/or NERC TPL-oo1-4 standards for the entire range of dynamic events assessed. c. Task 2: Transmission Project Evaluation, Validation and ERGOT RPG Evaluation The results of the annual planning and FERC 715 filing study will be utilized to evaluate the need for transmission system enhancements and/or new projects on the DME and/or neighboring transmission system. GL PWR Solutions Inc. will work with DME and other interconnected utilities to develop justification for the projects based on the ERCOT reliability criteria. The same will include the following: Performing additional power flow evaluations to ensure justification of the project from an ERCOT planning criteria standpoint including but not limited to: o N-1 Contingency Analysis o N-1 + G-1 Condition Assessment o X -1+N-1 Condition Assessment (for 345/138kV autos only) o N-1-1 Condition Assessment in line with ERCOT N-1-1 assessment criteria Review the studies performed by neighboring utilities to ensure optimal system benefits from a DME standpoint and adequate justification for reliability projects Develop ERCOT RPG submissions on behalf of DME to submit to ERCOT and coordinate the following: o Response to any comments from ERCOT/stakeholders o Providing any clarifications required on the technical and/or cost estimate assumptions Development of TPIT submissions to ERCOT for approved projects Development of Planning Model Change Request (PMCR) submissions for approved projects to ensure modeling into the future cases GL PWR Solutions Inc. will ensure that each RPG submittal made to ERCOT on behalf of DME is followed through to its logical conclusion while coordinating communication between DME, ERCOT and any other relevant stakeholders. 34 465 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 DNV-GL d. Task 3: ERCOT SSWG Data Modeling & Submissions Apart from performing the annual long-term transmission planning assessment for DME, the scope of work also includes ensuring accurate representation of DME's planned facilities in the ERCOT steady state transmission models. To that extent, GL PWR Solutions Inc. will perform the following model review, validation and update activities in relation to the ERCOT SSWG data submissions: ERCOT SSWG data Submissions o Develop relevant category Planning Model Change Requests (PMCRs) associated with DME facilities o Submit PMCRs using MODWeb o Review each pass of the SSWG planning cases to ensure accurate representation of DME facilities o Participate in case building exercises at ERCOT on behalf of DME o Review/perform subsequent TPIT updates associated with the SSGW cases e. Task 4: ERCOT SPWG Data Modeling & Submissions The scope of work also includes ensuring accurate representation of DME's planned facilities in the ERCOT system protection transmission models. To that extent, GL PWR Solutions Inc. will perform the following model review, validation and update activities in relation to the ERCOT SPWG data submissions: ERCOT SPWG FY cases o Ensure accurate representation of planned DME facilities in Current Year (CY) SPWG cases from a positive and zero sequence data standpoint o Ensure accurate representation of planned DME facilities in Future Year (FY) SPWG cases from a positive and zero sequence data standpoint o Ensure accurate representation of transmission upgrades/enhancements in the protection cases o Review each pass associated with the future year SPWG cases in terms of DME facilities f. Task 5: ERCOT DWG Data Modeling & Submissions The scope of work also includes ensuring accurate representation of DME's planned facilities in the ERCOT dynamic datasets. To that extent, GL PWR Solutions Inc. will perform the following model review, validation and update activities in relation to the ERCOT DWG data submissions: ERCOT DWG Current & Future Year Dynamic Datasets 35 466 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 VA SIA!, DNV•GL o Ensure accurate representation of planned DME facilities in CY & FY DWG datasets from steady state and dynamic standpoint o Perform non -wind and wind flat start assessments to ensure acceptable deviations of relevant power system quantities o Assess dynamic response associated with DME facilities, if applicable g. Task b: ERCOT Contingency/Data Dictionary Updates Contingency Review/Updates o Review DME contingency definitions in Annual Planning contingency filesincludingNERCCategoryP1 -P7 and extreme events o Update contingency definitions associated with DME facilities based on changes/additions to DME transmission system facilities o Update 3 -Phase and S -L -G fault based dynamic event definitions for DME based on changes/additions to DME transmission system facilities Data Dictionary Updates o Review DME facilities in the ERCOT Data Dictionary to ensure accurate representation in terms of the following: Bus Name Bus Number Station Full Name Nominal kV Weather Zone o Update data dictionary to ensure inclusion of information associated with new DME facilities h. Task 7: Technical Support on TP NERC Compliance & FERC 715 Filing Apart from performing the annual planning studies, GL PWR Solutions Inc. will also provide technical support to DME in terms of Transmission Planner (TP) NERC Compliance and FERC 715 filing including the following services: Development of documents required to demonstrate compliance with the TPL-oo1-4 forTREsubmissiononanannualbasis Development of documents required to demonstrate compliance with the MOD -o-10 and MOD -o-12 on an annual basis Response to any comments received by DME following the FERC 715 filing Response to any comments received by DME during a NERC TP audit from a technical standpoint Review of DME's planning criteria, MOD and FAC standards, if applicable Assist in all DME's planning efforts as required i6 467 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 NV -GL i. Task S: Geo -Magnetic Disturbance (GMD) model development and validation GL PWR Solutions Inc. will collaborate with DME and its vendors to gather the GIC related data associated with their facilities including: o Substation Data Geographic location of substations (longitude and latitude) Grounding resistance data for substations Substation numbers Earth Model including resistivity and thickness o Transformer Data DC resistance of all windings in ohms/phase Grounding DC resistance in ohms If equipped with GIC blocking device Transformer vector group based on winding connection and phase angles Type and number of the cores in transformer core design KFACTOR associated with the applicable transformers o Branch Data DC resistance associate with transmission lines Real and imaginary part of induced geoelectric voltage on the branches Identification of blocking GIC devices in lines o Shunts devices Bus numbers and circuit IDs (from ERCOT SSWG Case) DC resistance associated with shunt devices Grounding DC resistance GL PWR Solutions Inc. will develop the GIC models associated with the DME transmission facilities utilizing GIC related data (as obtained via the previous tasks) and steady state data as obtained from relevant ERCOT posted Steady State Working Group (SSWG) cases. In case of missing data, GL PWR Solutions Inc. will provide recommendations to DME on the approaches that can be utilized to obtain the appropriate data including field tests, if necessary. Upon completion of the GIC model development, PWR Solution will review the GIC models as developed above and perform test simulations to validate the GIC models and ensure the accuracy of the same. PWR Solution will provide support to submit the final GIC models as developed above to ERCOT in timely manner in line with NERC TPLo07-1 R2 and ERCOT PGDTF requirements. Provide technical support associated with meeting DME's obligations associated with NERC TPL-oo7-1 data submission only and ERCOT standpoint. i 468 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL j. Task 9: Full Interconnection Study The scope associated with the full interconnection study for the proposed project(s) will be provided on a project by project bases, if any. 469 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 NV•GL 9. Project Management Approach DNV GL boasts of a long and successful history of completing projects within schedule and budget. The GL PWR Solutions Inc. team puts together a comprehensive project management and quality assurance process in place prior to the initiation of each project. Key aspects of the project management and quality assurance approach are as shown below: Organization of kick-off meeting to ensure consistent understanding of scope, deliverables, timeframe and key challenges Identification of Principal In -Charge (PIC) and team leader from GL PWR Solutions Inc. Identification of project manager from customer side Identification of technical teams to be included in relevant correspondence from both sides Status update bi-weekly calls with the following agenda Action items from previous bi-weekly update Progress update from last 2 weeks Questions/ Clarifications Changes in scope/schedule Action Items for next 2 weeks The above bi-weekly updates have been observed to result in good communication and project management between the GL PWR Solutions Inc. Team and the customer. Additionally, GL PWR Solutions Inc. ensures that the project is executed in a collaborative fashion taking all inputs from the customer into account during the execution phase. The above updates also ensure a good check on the schedule and scope creep and provide bi-weekly updates to the customer PM in terms ofbudget expended to date. 39 470 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 baa ,...> • NV•GL io. Deliverables The deliverables associated with the scope of work proposed in the previous section of the proposal are expected to be as described below: Task # i Deliverables o Updated regional power flow base cases spanning the study planning horizon (5 year and 6-10 year horizon) o Corroborate the transmission facility maps and/or station breaker diagrams vis-a- vis the latest transmission topology for DME facilities as per the SSWG cases o Long-term planning horizon transmission assessment: Final updated cases utilized for the assessment Contingency, System Monitoring and Sub -system files utilized to perform the assessment in PSS/E Study cases associated with the breaker adequacy assessment Comprehensive Report Study Approach & Assumptions Steady State Assessment Breaker Adequacy Assessment Transient stability Assessment Results & Key Observations Task #2 Deliverables o ERCOT RPG submission documents for each DME project requiring ERCOT independent review and/or comments o Response to ERCOT/stakeholder comments o Ensuring each project submission reaches its logical conclusion through the ERCOT review process o TPIT and PMCR submissions for approved projects Task #3 Deliverables o DME facility review, validation & updates for ERCOT SSWG planning cases and associated TPIT updates o PMCRs and/or idev files utilized to submit updates to SSWG on behalf of DME o Submission of device control profiles for SSWG planning eases on behalf of DME Task #4 Deliverables o DME facility review, validation & updates for ERCOT SPWG CY & FY cases Task #5 Deliverables o DME facility review, validation & updates for ERGOT DWG CY & FY cases Task #6 Deliverables o DME contingency review, validation & updates for ERCOT Planning contingencyfile o DME facility review, validation & updates for the ERCOT Data dictionary Task #7 Deliverables o Documents for demonstrating compliance with TPL-ool-4 o Documents for demonstrating compliance with MOD-o-io & MOD -0-12 4c3 471 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•SL o Review and comment on DME planning criteria, MOD and FAC standards if and as applicable to a TP Task #S Deliverables o GIC models associated with DME's transmission facilities o Technical support associated with meeting DME's obligations associated with NERC TPL-oox-7 data submission and ERCOT standpoint Task #9 Deliverables o Comprehensive steady state, short circuit, stability/VRT and facility study reports o Provide description of the proposed interconnection facilities, including cost estimates, one -line diagram and estimated time to complete the construction of such facilities 41 472 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV•GL 11. Cost Proposal GL PWR Solutions Inc., based on its prior experience of providing such transmission planning, FERC 715 filing and NERC TP compliance support services, covenants the engagement strictly as described in the previous section at a fixed price (not to exceed) amount indicated in Exhibit 3. Some important comments with respect to the not -to -exceed budgetary estimate provided in Exhibit 3 are as follows: The cost estimate provided in Exhibit 3 assumes a 2% increase in GL PWR Solutions Inc. hourly rates on an annual basis. Having said that, GL PWR Solutions Inc. intends to notify DME by October 31St of the current year regarding the increase in the rates for the next year. The hourly rates utilized to develop budgetary estimates for future years are subject to change. However, with no significant change in the scope of work outlined in this proposal, GL PWR Solutions Inc. expects to maintain the budgetary estimates outlined in Exhibit 3 for the services to be provided to DME. The project sponsor from the GL PWR Solutions Inc. team will provide quarterly updates to DME in terms of the services provided year to date vis-a-vis the budget expended for the services. Quarterly updates will also be provided to DME in relation to the following: o Status of key scope of work items o Any significant change in scope and/or schedule o Key action items and goals for the next quarter o Feedback from DME in terms of quality and punctuality of service provided and GL PWR Solutions Inc. responsiveness to DME needs The aforementioned quarterly updates will be above and beyond the regular technical meetings and communication that GL PWR Solutions Inc. has proposed in the project management section. The intent of the quarterly updates is to ensure appropriate management of the service scope and budget both from a DME and GL PWR Solutions Inc. standpoint. Shipping, Outside Blueprints, Reproduction (Large Runs), Computer Related Expenses Travel Expenses (non -local) Cost plus 5% Any additional services rendered to the client would be billed on a time and material basis, exclusive of tax, at the following hourly rates for 2016 and the specific rates agreed upon between GL PWR Solutions Inc. and DME for subsequent years: Principal........................................................................... $242.00 Project Manager.............................................................. $222.00 Lead Engineer................................................................... $191.00 SeniorEngineer................................................................ $175.00 Engineer............................................................................ $1.55.00 Project Administrator....................................................... $ 91.00 42 473 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 CD OnWN l0 Q M Q Nq fh N WOpp'-rNN C 1 co ZN ONO N O CO N 00 00 r F00R Ni 00N V1N l0 C Q N ON Nrl ItN l!lN Ym N w ar N N 0 nyulU 1p V m Ln ul VY W N 110fQV C4 Ln N OV CO CO 00 H h N h 00 LnrvyLn lN NN d ry 00 C4 C3mOknLnLA i O tt V N Q y Q fm LAW00lDNNfY1flrif f, Ln rl M ry 0 Go QO J G6to e 1 1p N M m M S R aNVlD NQNrNNiwh VF iA to V A a a t v N 0 cOd 7 N N CL: o E m o_ E ob N O J] V1 J C CL C Ln a m c n D o u a w E n g W cC LL ate+ IppV b N v O Oa is m 2 dt'pmc°_; Geo tsN Y YIX C r- 0 o j a minocU m m E LL o 00 c OO C a c o ccaa Q 0: d w z i w 0 O Ci cD OO O C jCddVCJaaN y E mrca d L VI D U o a 8 00 m Ah 474 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ONV-GL 12. Proposed Engagement Acceptance Should the Client desire to accept this Proposal, please contact Mandhir Sahni for preparation of the Purchase Order, including finalization of the scope of work, schedule of work, cost basis, Special Conditions referenced in this Proposal, and the Master Professional Services Agreement. This Proposal and all prices quoted are valid for 6o days and thereafter expire, unless stated otherwise. 13. Contractual Engagement of DNV GL In executing the Agreement, it is important to provide DNV GL with the complete contact information of the party to be invoiced and to receive any formal notices, as well as a Client order reference number (if applicable). This Proposal shall be governed by the terms of the Professional Services Agreement dated 5 February 2013 between GL PwrSolutions, Inc., and City ofDenton, Texas. DNV GL will commence work on the Services according to the Timescale set forth in Section 6, provided DNV GL has received the signed Agreement, and the information described in Appendix A. A direct point of contact at DNV GL will be identified with respect to the delivery ofallprojectdocumentation. This proposal and all prices quoted are valid for 30 days and thereafter expire, unless stated otherwise. AUTHORIZED BY CLIENT II Title: Date: 44 ACCEPTED BY GL PWR SOLUTIONS INC. M. Title: Date: 475 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Appendix A: Special Conditions Assumptions and Client Responsibilities 1. Client will provide all information to DNV GL and respond to all inquiries as quickly as i s practicable. 2. Client will provide all information in English. 3. Data and documentation will be made available to DNV GL either through electronic mail delivery, through an FTP site (virtual dataroom), or by physical delivery to DNV GL offices. Security for transmitting or storing such information is the responsibility of Client, subject to the applicability of any ConfidentialityAgreement. Client shall provide timely notice to DNV GL of any postings of data to a dataroom. 4. Client will obtain any and all third party consents necessary for the performance of the Services by DNV GL, including consents to delivery of information and access to the Project site. 5. Client will provide contact information for all project participants with whom DNV GL may be required to interface in the performance of the Services. 6. Client will promptly advise DNV GL of any change in the address and contact for invoices and notices as set forth in the Agreement. 7. Client will accompany DNV GL on any site visit. 8. All prices are quoted in US dollars. g. All prices are exclusive of any applicable taxes and custom clearance duties, which will be charged at the rate current at the date of invoice. lo. Where Services are delayed by circumstances out of DNV GL's control (weather conditions etc.), any costs arising will be charged to the Client. In calculating these costs, expenses and staff time will be charged according to the cost schedule of this agreement. 11. The Client shall provide a shipping address. 45 476 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 xti SAFER, SMARTER, GREENER THIS IS DNV GL Driven by our purpose of safeguarding life, property and the environment, DNV GL enables organizations to advance the safety and sustainability of their business. We provide classification and technical assurance along with software and independent expert advisory services to the maritime, oil & gas and energy industries. We also provide certification services to customers across a wide range of industries. Combining leading technical and operational expertise, risk methodology and in- depth industry knowledge, we empower our customers' decisions and actions with trust and confidence. As a company, we continuously invest in research and collaborative innovation to provide customers and society with operational and technological foresight. With our origins stretching back to 1864, our reach today is global. Operating in more than 100 countries, our 16,000 professionals are dedicated to helping customers make the world safer, smarter and greener. In the Energy industry DNV GL delivers world-renowned testing and advisory services to the energy value chain including renewables and energy efficiency. Our expertise spans onshore and offshore wind power, solar, conventional generation, transmission and distribution, smart grids, and sustainable energy use, as well as energy markets and regulations. Our 3,000 energy experts support clients around the globe in delivering a safe, reliable, efficient, and sustainable energy supply. For more information on DNV GL, visit www.dnvgl.com. 477 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 BUSINESS INFORMATION 478 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ACORUrCERTIFICATE OF LIABILITY INSURANCE DATE (MMlDDlYYYY) 611 41201 6 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Arthur J. Gallagher Risk Management Services, Inc. 1900 West Loop South Suite 1600 CONTACTNAME: PHONE 713-623-2330 FAx 7I3-622-8722 AE - MAIL Houston TX 77027 INSURER(S) AFFORDING COVERAGE NAIC Ir INSURERA:Commerce and Industry Insurance Com 19410 INSURED INSURERB:New Hampshire Insurance Company 23841 GL PwrSolutions, Inc. 1400 Ravello Drive INSURER C :Granite State Insurance Company 23809 MED EXP (Any one person) $ Katy, TX 77449 INSURER D INSURER E: INSURER F: COVERAGES CERTIFICATE N IMRFR• 463036416 DEMIzinki Ill uaoco. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED !NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRLTR TYPE OF INSURANCE AUUL INSD SLIBR WVD POLICY NUMBER POLICY EFF MMIDDIYYYY POLICY EXP MMIDDIYYYY LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS -MADE D OCCUR EACH OCCURRENCE $ DAMAGERENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL 8 ADVINJURY $ GENT AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT FLOG GENERAL AGGREGATE $ PRODUCTS - COMPIOP AGG $ OTHER: B AUTOMOBILE LIABILITY 2487839 6/1/2016 6!1!2017$ Ea accident 1,000,000 X ANY AUTO BODILY INJURY (Per person) $ ALL OWNEDSCHEDULED AUTOS AUTOS BODILY #NJURY (Per accident) $ X HIRED AUTOS X NON -OWNEDAUTOS PROPERTY DAMAGE__ Per accident $ X Comp $1,000 X Coll $1,000 A X UMBRELLA LIAB X OCCUR BE34196705 6!1!2016 6!112017 EACH OCCURRENCE $5,000,000 HEXCESS LIAB CLAIMS -MADE AGGREGATE $5,000,000 IDED I X I RETENTION $10,000 1 $ B C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERlEXECUTIVEE.L. OFFICEPJMEMBER EXCLUDED? N ! A WC12851688 (AOS) WC12851689 (CA) 611/2016 61112016 6/1/2017X 6/1/2017 PER DTH - STATUTE OR EACH ACCIDENT $1,000,000 E. L. DISEASE - EA EMPLOYEE $1,000,000MandatoryinNH) Ifyyes, describe under DESCRIPTIONOFOPERATIONSbelow E.L. DISEASE - POLICYLIMIT $1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) ADDITIONAL NAMED INSUREDS: Garrad Hassan America Inc. PWR Solutions, Inc. ENDORSEMENTS IF APPLICABLE: See Attached... CERTIFICATE HOLDER CANCELLATION City of Denton Attn: Jennifer Bridges SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 215 E. McKiney St Denton TX 76201 AUTHORIZEDUPRESENTATIVE O 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2414101) The ACORD name and logo are registered marks of ACORD 479 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 AGENCY CUSTOMER ID: LOC #: A D® ADDITIONAL REMARKS SCHEDULE Page, of 1 AGENCY NAMED INSURED Arthur J. Gallagher Risk Management Services, Inc. GL PwrSolutions, Inc. 1400 Ravello DrivePOLICYNUMBERKaty, TX 77449 CARRIER NAIC CODE EFFECTIVE DATE: THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Blanket Additional Insured ? Where Required under Contract or Agreement 87950 (10105) Lessor -Additional Insured and Loss Payee (CA2001 (03106) Blanket Waiver of Subrogation as Required By Written 62897 (06195) Vorkers? Compensation Blanket Waiver of Subrogation as Required by Written Contract. WC000313 (04184) Alternate Employer Endorsement WC 000301A (02189) Longshore and Harbor Workers? Compensation Act WC000106 A (04192) Maritime Coverage WC000201A (4192) Outer Continental Shelf Lands Act Coverage WC000109B (07111) Limit is at least what is shown JRe: All Projects 32008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 480 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 STIFDET-01 KHARATSJ CERTIFICATE OF LIABILITY INSURANCE DATErD1YYYY) INSRLTR 718121sr2o1s THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to thecertificateholderinlieuofsuchendorsernent(s). PRODUCER Willis Limited 51 Lime Street London EC3M7DQ CONTACT NAME: Towers Watson Certificate Center PHONE FAxA1CNoExt): ($77) 945-7238 A1C, No): (888) 467-2378 ADRESS: certificates@willis.com INSURERS) AFFORDING COVERAGE NAIC it X COMMERCIAL GENERAL LIABILITY X CLAIMS -MADE [_]OCCUR INSURER A: Lloyd's Syndicate 1200 C1647 X INSURED INSURER B I IF P&C Insurance Ltd. D1588 Stiftelsen Det Norske Veritas see attached for additional Named Insureds) 1400 Ravello Drive INSURER C INSURER D INSURER EKaty, TX 77449 INSURER F COVERAGES CERTIFICATE NUMBER: REVISION NUMBER THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATEMAYBEISSUEDORMAYPERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSRLTR I TYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF4MMID01YYYY1 POLICY EXPMMIDDtYYYY)LIMITS A X COMMERCIAL GENERAL LIABILITY X CLAIMS -MADE [_]OCCUR X X 2843OP16 06/0112016 06/01/2017 EACH OCCURRENCE $ 1,000,00 DAMAGE TO R N Ll PREMISES Ea occurrence $ 1,000,00 MED EXP (Any one person) $ 550,00 PERSONAL & ADV INJURY $ 1,000,00 GEN'LAGGREGATE LIMIT APPLIES PER: X POLICY JECT LOC GENERAL AGGREGATE $ 1,000,00 PRODUCTS - COMPlOPAGG $ 1,000,00 OTHER AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident BODILY INJURY {Per person} $ ANY AUTO ALL OWNED SCHEDULED AUTOS AUTOS BODILY INJURY (Per accident) $ NON -OWNEDHIREDAUTOSAUTOS PROPERTY DAMAGE Per accident $ B X UMBRELLA LIABXEXCESSLIAB OCCUR CLAIMS -MADE 28431 P16 0610112016 06/0112017 EACH OCCURRENCE $ 5,000,00 AGGREGATE $ 5,000,00 DED I RETENTION$ WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y 1 N ANY PROPRIETORIPARTNERIEXECLTIVE OFFICFRIMEMBER EXCLUDED? F7 N f A PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE • EA EMPLOYE $ Mandatory in NH) If yes, descnbe under E.L. DISEASE - POLICY LIMIT $ DESCRIPTION OF OPERATIONS below A Professional Liab. 2843OP16 06/01/2016 0610112017 Per OcclAgg 5,000,00 DESCRIPTION OF OPERATIONS! LOCATIONS 1 VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Worldwide General Liability Insurance. Covering the Certificate Holder noted as an Additional Insured if so required by contract but only for liability arising out of work performed by the Insured andonlytotheextentthattheInsuredwouldbeentitledtotheprotectionofthePolicyifaclaimweremadeagainsttheInsured. In respect of Professional Services Liability, this additional benefit shall only apply to the extent that this is agreed upon in a written contract between theInsuredandsuchotherpartypriortoanyclaim. Language included in the policy wording: SEE ATTACHED ACORD 101 City of Denton 215 E McKinney St SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE U 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD 481 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ACC)RO' AGENCY CUSTOMER ID: STIFDET-01 LOC #: ADDITIONAL REMARKS SCHEDULE KHARATSJ Page 1 of 1 AGENCY NAMED INSURED Willis Limited Stiftelsen Det Norske Veritas see attached for additional Named InsuredsPOLICYNUMBER1400RavelloDriveEEPAGE1Katy, TX 77449 CARRIER NAIC CODE EE PAGE 7 SEE P 1 EFFECTIVE DATE: SEEPAGE1 THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: &CORD 25 FORM TITLE: Certificate of Liabil" Insurance Description of Operations/Locations/Vehicles: Blanket Additional Insured - Clients and Lessors with Blanket Waiver of Subrogation as required by written contract. Blanket Additional Insured - Primary and non-contributing coverage as required by written contractBlanketAdditionalInsured - Severability as required by written contract Blanket Additional Insured - Cross liability as required by written contract See attached Additional Insured Endorsement for the terms applicable to the Additional Insured. Additional Insured: City of Denton. Project: City of Denton. M%'VMU IV I tctruaru I! © 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 482 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 List of Named Insureds DNV GL Healthcare USA, Inc. Det Norske Veritas (U.S.A.). Inc. DNV KEMA Renewables, Inc. Two Tomorrows (North America) Inc DNV GL Business Assurance USA, Inc. KEMA USA Inc. KEMA Realty LLC KEMA Inc. DNV KEMA Macro, Inc. KEMA Powertest LLC. DNV GL Energy Services USA Inc KEMA TOS Inc. DNV GL PVEL, LLC KEMA Consulting Canada Ltd. Det Norske Veritas (Canada) Ltd. GL Renewables Certification LLC Germanischer Lloyd (USA) Inc. GL Noble Denton Holdings USA, Inc. GL Noble Denton, Inc. Garrad Hassan America Inc. GL PwrSolutions, Inc. Germanischer Lloyd Canada Ltd, GL Garrad Hassan Canada Inc. GL Noble Denton Canada, Ltd. Germanischer Lloyd Industrial Services Trinidad Ltd GL Garrad Hassan Mexico S. de R.L. de C.V. Lloyd Germanico de Mexico S. de R.L. C.V. Germanischer Lloyd Certification Mexico S. de R.L. de C.V. 483 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 ADDITIONAL INSURED ENDORSEMENT Additional Insured: Either to be inserted here, or Certificate Holder from page 1 deemed inserted here. Attaching to Policy Numbers: B 0801 28430P16 and B 0801 2843IP16 Additional Insured Provisions: In accordance with the conditions precedent and exclusions below, the General Liability coverage afforded by this Policy is extended as set forth in this Endorsement to the Additional Insured noted above for any Claim that: a) arises solely out of the Insured's Business Activities performed by or on behalf of such Additional Insured to the extent that the Insured would be entitled to the protection of this Policy if a Claim were made against the Insured, and b) is instigated and continued totally independent of, and totally without the solicitation of, or assistance of, or active participation of, or intervention of the Insured The Underwriters will pay amounts the Additional Insured is legally required to pay to compensate others for Loss resulting from the Insured's Business Activities or those of another for whom the Insured is legally responsible. Any coverage maintained by the Additional Insured shall be in excess of this insurance and shall not be called upon to contribute with it. The Additional Insured shall not by reason of their inclusion in this Endorsement incur liability to the Underwriters for payment of premiums for such Insurance. The Underwriters agree to waive rights of subrogation against the Additional Insured to the extent that such waiver is agreed upon in a written contract between the Insured and the Additional Insured prior to any Claim. Conditions precedent to this cover: The Claim must solely arise from the Insured's Business Activities; 2. Any claim arising from the Insured's Business Activities must be first made against the Additional Insured during the Period ofInsurance. The Additional Insured shall provide the Underwriters with written notice of such Claim as soon as is practicable in accordance with the Notice of Claim provision below; The Underwriters agree to defend and contest any Claim made against the Additional Insured and to bear the Defence Costs thereof arising from the Insured's Business Activities; 484 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 4. In regard to Claims made under this Policy involving the Additional Insured, the additional Insured will at its own cost: i) render all reasonable assistance to the Underwriters and co operate in the defence of any Claim and the assertion of indemnification and contribution rights; (ii) use due diligence and do and concur in doing all things reasonably practicable to avoid or diminish any loss under this Policy; (iii) give such information and assistance to the Underwriters as they may reasonably require to enable it to investigate any loss or determine liability under this Policy; and In regard to Claims made under this policy involving the Additional Insured, no additional Insured shall admit or assume any liability, enter into any settlement agreement, consent to any judgment, or incur any Defence Costs without the prior written consent of the Underwriters. Only those settlements, judgments and Defence Costs consented to by the Underwriters, and judgments resulting from Claims defended in accordance with this policy, shall be recoverable as loss under this Policy. The Underwriter's consent shall not be unreasonably withheld, provided that the Underwriters shall be entitled to exercise all of their rights under this Policy. Exclusions: This Endorsement will not respond to any Claim directly or indirectly caused by, based on, for or arising out of.- a. f: a. the Additional Insured's dishonest, fraudulent, criminal, reckless, intentional, or malicious acts, errors or omissions; or b. the actual or alleged intentional non-performance or default of any of the Additional Insured's contractual obligations; or C. computer virus d. discrimination and/or wrongful termination e. pollutants. f. patents and trade secrets No Amendments: This Endorsement and any rights under it cannot be assigned or amended without the prior written consent of the Underwriters. Notice of Claim: The Additional Insured shall give written notice of any Claim made against them as soon as practicable at any time during the Period of Insurance and in any event, within 30 days after the end of the Period ofInsurance, as long as such Claim is reported no later than 30 days after the date such Claim was first made against the Additional Insured Notice shall be deemed to have been properly made if received in writing by: Willis Limited, FINEX - Claims Department, The Willis Building, 51 Lime Street, 485 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 London EC3M 7DQ, United Kingdom. If, during the Period ofInsurance, written notice of a Claim against the Additional Insured has been given to the Underwriters pursuant to the terms and conditions ofthis Policy, then any Claim arising out of, based upon or attributable to the facts alleged in the Claim previously notified to the Underwriters, which is the same as or related to any act alleged in the previously notified Claim, shall be considered made against the Additional Insured and reported to the Underwriters at the time the first notice was given. If, during the Period ofinsurance, the Additional Insured shall become aware of any circumstance which may reasonably be expected to give rise to a Claim being made against the Insured or the Additional Insured and shall give written notice to the Underwriters of the circumstance and the reasons for anticipating a Claim with full particulars as to dates and persons involved, then any Claim which is subsequently made against the Insured or the Additional Insured and reported to the Underwriters arising out of, based upon or attributable to such circumstance or alleging any act which is the same as or related to any act alleged or contained in such circumstance shall be considered made against the Insured or the Additional Insured and reported to the Underwriters at the time the notice of such circumstance was first given. Geographical Scope: Worldwide Sum Insured: The Limit of Liability applicable to the Additional Insured shall not exceed the amount shown on page Iofthe Certificate to which this Endorsement is attached. The inclusion ofone or more Additional Insureds under this Policy shall not increase the Limit of Liability of this Policy in any manner. Definitions applicable to this Endorsement: Additional Insured means the entity noted on Page 1 of the Certificate to which this Endorsement is attached. Claim means: (i) any suit or proceeding brought by any person or organisation against the Insured or an Additional Insured for monetary damages or other relief, including non -pecuniary relief ii) any oral or written demand from any person or organisation that it is the intention of the person or organisation to hold the Insured or the Additional Insured responsible for any liability arising out ofthe operations ofthe Insured iii) any criminal prosecution brought against the Insured or the Additional Insured, resulting from an unintentional criminal act by the Insured iv) any official investigations, inquiries or other proceedings commissioned by any regulatory body or official institution in connection with the operations of the Insured v) any Claim or Claims arising out of, based upon or attributable to the same originating cause, operation and/or act shall be considered to be 486 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 a single Claim for the purposes of this Policy Defence Costs means those costs, charges and expenses incurred in connection with the investigation, adjustment, defence or appeal ofa Claim arising out ofthe Business Activities of the Insured. Insured means DNV GL Group AS and all subsidiaries of any of the above and any branch, division, sector, region, product group or other internal structure thereof. Insured's business activities means the services, including advice offered by the Insured and stated in the material information and/or particulars supplied to the Underwriters prior to the inception of the Policy. Period of Insurance means 12 months from 1 June 2016 to I June 2017. Pollutants means (but are not limited to) any solid, liquid, gaseous, or thermal irritant or contaminant, including smoke, vapour, soot, fumes, acids, alkalis, chemicals, lead and waste. Underwriters means various according to the Schedule of the policy to which this Endorsement is attached. All other terms, clauses and conditions remain unchanged. 487 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person who has a business relationshipasdefinedbySection176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day afterthedatethepersonbecomesawareoffactsthatrequirethestatementtobefiled. See Section 176.006, Local Government Code. A person commits an offense ifthe person knowingly violates Section 176.006, Local Government Code. An offense under thissectionisaClassCmisdemeanor. Name of person who has a business relationship with local governmental entity. z Check this box if you are Sling an update to a previously filed questionnaire. The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 71h business day after thedatetheoriginallyfiledquestionnairebecomesincompleteorinaccurate.) 3 Name of local government officer with whom tiler has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship asdefinedbySection176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of thequestionnaire? Yes EDNo B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes E:1 No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? M Yes EINo D. Describe each affiliation or business relationship. 4 1 have no Conflict of Interest to disclose. Si lure erson doing business with the governmental entity Date 488 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 c_J0F1Tv OF DENTO N City of Denton Purchasing 901-B Texas St. Denton, TX 76209 Phone: (940) 349-7100 Fax: (940) 349-7302 www.dentonr)urchasing.com Substitute W-9 Form The IRS requires all vendors to complete a W-9 Form. The information on this form must be filled out, signed and submitted by avendorrepresentative. All information must be completed before a purchase order or payment will be issued. Name as shown on your income tax return: L to Tax ID/Social Security #: -T_ Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxtaxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because (a) I am exempt from backup witholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholdingasaresultoffailuretoreportallinBrestordividends, or (c) the IRS has notified me that I am no longer subject to backupwithholding, and 3. 1 am a citizen or other U.S. person -for fededral tax purposes as defined at the bottom of this page*. n—, Authorized Signature: Printed Name: , 2 Mailin Address: Company Name: t7 L Qtt) Contact Name: Address: R7 -77N e rylrY7 iar1S j f`c1y X-7S_an7 Check appropriate box forfederal tax classification required): Individual/ Sole Corporation PartnershipProprietor Must designate C or S ExemptEl 11 s Email: Website: l71\i 1 L- , eyf Phone Number: Ll _ 7 — 173 Fax Number:1119— 42'e -119s - Limited Liability Other Corporation Please specify: Business Type : Real Estate Equipment Rental/Lease (A1) Rental/Lease (A-9) Royalties (A-2) Medical/Health Care Services Only (A- Merchandise. Merchandise & 7) Goods Only (A-7) Services (A-7) Legal Firm/Attorney (A -C) ConsultantlProf Proceeds from Fees (A-7) Real Estate Purchases (S) Type of Organization: Minority Owned ElFemale Owned ElNon Profit El Historically Underutilized Business Definition of a U.S. Person -For Federal Tax purposes, you are considered a U.S. person if you are: (a) an individual who is a U.S. citizen orU.S. resident (b) a partnership, corporation, company, or association created or organized in the United States or under the laws of the UnitedStates (c) an estate (other than a foreign estate), or (d) a domestic trust (as defined in Regulations Section 301.7701-7). COD Page 1 9/23/2011 489 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 Vendor Information Not Required for W-9 Form Remit Address (if different from above Company Name: L /0102- &7j Contact Name: Address:,y )o Grir? //,) PK AL I -Y TX -7 7s s 9 Email: Phone Number: Fax Number: List Products and/or Services Interested in Bidding: For Internal Use Only New Vendor XVendor Change Vendor Number Refund Requesting Department: Department Representative (Printed Name) Purchasing Signature: ACH Information -Voluntary ABA Routing#:, Contact Name: Bank Account# 1 Bank Name U:Z ACH Email: ACH Email Phone Number: Date: Date: Fax Number: I (we) authorize the City of Denton to deposit payments into the checking account listed. The authority remains in effect until the City of Denton has received written notification from me of termination in time to allow reasonable opportunity to act on it, or until the City Denton has sent me written notice of term' ion of the ag ee ' g I`1 Vendor Signature `^ v" JJ Print Name/Tltie Lln l G' Date 44 .3 Z / 7 COD Page 2 9/23/2011 490 DocuSign Envelope ID: 77C4165C-BC80-4843-BD1A-B6F4BDBC93F5 amu- -1ky 3LaLI-11 [R iJU1LJ Franchise Tax Account Status As of: 01/03/2017 15:14-.04 This Page is Not Sufficient for Filings with the Secretary of State GL PWRSOLUTIONS INC, Texas Taxpayer Number 32003159939 Page I of I Mailing Address 1999 BRYAN ST STE 900 DALLAS, TX 75201- 3140 Right to Transact Business in Texas ACTIVE State of Formation TX Effective SOS Registration Date 02/07/2001 Texas SOS File Number 0161600500 Registered Agent Name CT CORPORATION SYSTEM Registered Office Street Address 1999 BRYAN STREET, SUITE 900 DALLAS, TX 75201 https://mycpa.cpa.state.tx.us/coa/coaSearch.do 1/3/2017 491 Certificate Of Completion Envelope Id: 77C4165CBC804843BDlAB6F4BDBC93F5 Subject: City Council Docusign Item - 5148 Source Envelope: Document Pages: 136 Signatures: 4 Supplemental Document Pages: 0 Initials: 0 Certificate Pages: 6 AutoNav: Enabled Payments: 0 Envelopeld Stamping: Enabled Time Zone: (UTC -08:00) Pacific Time (US & Canada) Record Tracking Status: Original 1/6/2017 12:33:19 PM Signer Events Elton Brock elton.brock@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Mandhir Sahni mandhir.sahni@dnvgl.com Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Accepted: 1/6/20171:10:41 PM ID: 05bb 1815-450a-486a-aea9-31 b696740599 John Knight john.knight@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Holder: Elton Brock elton.brock@cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 Docuslyoed by: 61B39A9AAF814E0... Using IP Address: 104.189.152.36 OD—Si,nld by: 6LL6 o- C821996C2A2B439... Using IP Address: 129.120.6.150 Using IP Address: 129.120.6.150 Status: Sent Envelope Originator: Elton Brock elton.brock@cityofdenton.com IP Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 1/6/2017 12:41:10 PM Viewed: 1/6/2017 12:41:19 PM Signed: 1/6/2017 12:44:02 PM Sent: 1/6/2017 12:44:03 PM Viewed: 1/6/2017 1:10:41 PM Signed: 1/6/2017 1:12:35 PM Sent: 1/6/2017 1:12:37 PM Viewed: 1/9/2017 8:55:35 AM Signed: 1/9/2017 8:55:54 AM Sent: 1/9/2017 8:55:56 AM Viewed: 1/10/2017 6:46:56 AM Signed: 2/8/2017 2:53:38 PM SetUR9a 492 Signer Events Signature Timestamp Todd Hileman ly: Sent: 2/8/20172:53:41 PM todd.hileman@cityofdenton.com [ D—Sig"Id j Ri"M ' Viewed: 2/8/2017 4:52:51 PM Security Level: Email, Account Authentication 6776C7116A6D454 Signed: 2/8/2017 4:53:06 PM Optional) Using IP Address: 71.170.47.194 Electronic Record and Signature Disclosure: Accepted: 2/8/2017 4:52:51 PM ID:8154723a-9757-4d53-a4b5-794656233671 Jennifer Walters ly: Sent: 2/8/20174:53:09 PM jennifer.walters@cityofdenton.com EDII"Sil"Id L" Viewed: 2/9/2017 9:48:26 AM City Secretary C5BFAFC1821946DSigned: 2/9/2017 9:48:48 AM City of Denton Using IP Address: 129.120.6.150SecurityLevel: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Charles Gibune Sent: 2/9/2017 9:48:54 AM charles.gibune@dnvgl.com Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: 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 Julia Winkley OPIED Sent: 1/6/2017 1:12:37 PM julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Sherri Thurman Sent: 1/6/2017 1:12:37 PM sherri.thurman@cityofdenton.com L 0Viewed: 1/9/2017 6:32:03 AMC Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson Sent: 2/8/2017 2:53:40 PM jane.richardson@cityofdenton.com COPIED Viewed: 2/14/2017 10:30:39 AM Security Level: Email, Account Authentication Optional) 493 Carbon Copy Events Status Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Robin Fox Robin.fox@cityofdenton.com L COPIED__j Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 11:39:51 AM ID:04463961-03db-4c4d-9228-d660d6146ed6 Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Jane Richardson jane.richardson@cityofdenton.com OPIE Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Chuck Sears chuck.sears@cityofdenton.com OPIE Security Level: Email, Account Authentication Optional) Electronic Record and Signature Disclosure: Not Offered via DocuSign ID: Notary Events Envelope Summary Events Status Envelope Sent Hashed/Encrypted Payment Events Status Electronic Record and Signature Disclosure Timestamp Sent: 2/8/2017 2:53:40 PM Sent: 2/9/2017 9:48:50 AM Sent: 2/9/2017 9:48:52 AM Viewed: 2/14/2017 10:34:12 AM Sent: 2/9/2017 9:48:53 AM Viewed: 2/9/2017 9:52:29 AM Timestamp Timestamps 2/9/2017 9:48:54 AM Timestamps 494 Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM Parties agreed to: Mandhir Sahni, Todd Hileman, Robin Fox ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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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. 497 498 499 500 501 502 503 504 505 506 507 508 509 510 511 512 513 514 515 516 517 518 519 520 521 522 523 524 525 526 527 528 529 530 531 532 533 534 535 536 537 538 539 540 541 542 543 544 545 546 547 548 549 550 551 552 553 554 555 556 557 558 559 560 561 562 563 564 565 566 567 568 569 570 571 572 573 574 575 576 577 578 579 580 581 582 583 584 585 586 587 588 589 590 591 592 593 594 595 596 597 598 599 600 601 602 603 604 605 606 607 608 609 610 611 612 613 614 615 616 617 618 619 620 621 622 623 624 625 626 627 628 629 630 631 632 633 634 635 636 637 638 639 ORDINANCE NO. __________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE APPROVAL OF A THIRD AMENDMENT TO A PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF DENTON AND GL PWRSOLUTIONS INC., AMENDING THE CONTRACT APPROVED BY CITY COUNCIL ON FEBRUARY 5, 2013, IN THE NOT-TO-EXCEED AMOUNT OF $857,469.06; AMENDED BY AMENDMENT 1 APPROVED BY THE CITY MANAGER; AMENDED BY AMENDMENT 2 APPROVED BY THE CITY COUNCIL; SAID THIRD AMENDMENT TO CONTINUE TO PROVIDE COMPLIANCE, STUDIES, MODELING, AND OTHER PROFESSIONAL SERVICES FOR DENTON MUNICIPAL ELECTRIC’S TRANSMISSION AND GENERATION ASSETS AS REQUIRED BY REGULATORY AGENCIES INCLUDING THE FEDERAL ENERGY REGULATORY COMMISSION (FERC), NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION (NERC), TEXAS RELIABILITY ENTITY (TRE), AND THE ELECTRIC RELIABILITY COUNCIL OF TEXAS (ERCOT); PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 5148 – PROVIDING FOR AN ADDITIONAL THIRD AMENDMENT EXPENDITURE AMOUNT NOT-TO-EXCEED $284,259, WITH THE TOTAL CONTRACT AMOUNT NOT-TO-EXCEED $2,253,668.14). WHEREAS, on February 5, 2013, by Ordinance No. 2013-023 the City awarded a contract to GL PwrSolutions Inc. in the amount of $857,469.06 for the compliance, studies, modeling, and other professional services for Denton Municipal Electric’s transmission and generation assets; and WHEREAS, the additional fees under the proposed Third Amendment are fair and reasonable and are consistent with and not higher than the recommended practices and fees applicable to the Provider’s profession and such fees do not exceed the maximum provided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The Third Amendment, increasing the amount of the contract between the City and GL PwrSolutions Inc., which is on file in the office of the Purchasing Agent, in the amount of Two Hundred Eighty-Four Thousand Two Hundred Fifty-Nine and 00/100 Dollars ($284,259) is hereby approved and the expenditure of funds therefor is hereby authorized in accordance with said amendment. The total contract amount increases to $2,253,668.14. SECTION 2. 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 [___ - ___]: 640 641 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1518,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 Ennis-Flint,Inc.dba Ennis Paint,Inc.,for the purchase of pavement markers inventory parts to be stocked in the City of Denton Distribution Center;providing for the expenditure of funds therefor;and providing an effective date (IFB 7397 -awarded to Ennis-Flint,Inc.dba Ennis Paint,Inc.,for three (3)years,with the option for two (2)additional one (1)year extensions,in the total five (5) year not-to-exceed amount of $475,000). City of Denton Printed on 8/13/2020Page 1 of 1 powered by Legistar™642 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Procurement & Compliance ACM: David Gaines DATE: August 18, 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 Ennis-Flint, Inc. dba Ennis Paint, Inc., for the purchase of pavement markers inventory parts to be stocked in the City of Denton Distribution Center; providing for the expenditure of funds therefor; and providing an effective date (IFB 7397 – awarded to Ennis-Flint, Inc. dba Ennis Paint, Inc., for three (3) years, with the option for two (2) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $475,000). INFORMATION/BACKGROUND This Invitation for Bid (IFB) is for the supply of items that are stocked in the Distribution Center for ease of accessibility used by the Traffic Department for daily operations, repair, and maintenance of city streets. Pavement markers are visual cues on the roadway to identify bike lanes, when it is safe for a driver to pass, which section of the road to use, etc. Materials will be ordered on an as needed basis to maintain appropriate stocking levels in the City’s Distribution Center. As these commodities are “common stock items” in the Distribution Center working capital inventory under City of Denton General Government, they are not reviewed by the Public Utility Board. Based on a historical spend of $95,000 annually the recommended NTE for this contract is $475,000 for a total potential five (5) year contract. Invitation for Bids was sent to 71 prospective suppliers of this item. In addition, specifications were placed on the Materials Management website and advertised in the local newspaper. One (1) bid meeting specifications were received. The lowest bid was received by Ennis-Flint, Inc. dba Ennis Paint, Inc. NIGP Code Used for Solicitation: 550 - Markers, Plaques and Traffic Control Devices Notifications sent for Solicitation sent in IonWave: 71 Number of Suppliers that viewed Solicitation in IonWave: 20 HUB-Historically Underutilized Business Invitations sent out: 2 SBE-Small Business Enterprise Invitations sent out: 18 Responses from Solicitation: 1 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 643 RECOMMENDATION Award a contract with Ennis-Flint, Inc. dba Ennis Paint, Inc., for the purchase of pavement markers inventory parts to be stocked in the City of Denton Distribution Center, in a three (3) year, with the option for two (2) additional one (1) year extensions, in the total five (5) year not-to-exceed amount of $475,000. PRINCIPAL PLACE OF BUSINESS Ennis-Flint, Inc. dba Ennis Paint, Inc. Greensboro, NC ESTIMATED SCHEDULE OF PROJECT This is an initial three (3) year contract with options to extend the contract for two (2) additional one (1) year periods, with all terms and conditions remaining the same. FISCAL INFORMATION This commodity will be funded through the Traffic Department operating budget on an as-needed basis. The City will only pay for services rendered and is not obligated to pay the full contract amount unless needed. EXHIBITS Exhibit 1: Agenda Information Sheet Exhibit 2: Ordinance and Contract Respectfully submitted: Lori Hewell, 940-349-7100 Purchasing Manager For information concerning this acquisition, contact: Dustin Rolfe, 940-349-8439. Legal point of contact: Mack Reinwand at 940-349-8333. 644 ORDINANCE NO. ___________ AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH ENNIS-FLINT, INC. DBA ENNIS PAINT, INC., FOR THE PURCHASE OF PAVEMENT MARKERS INVENTORY PARTS TO BE STOCKED IN THE CITY OF DENTON DISTRIBUTION CENTER; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (IFB 7397 – AWARDED TO ENNIS-FLINT, INC. DBA ENNIS PAINT, INC., FOR THREE (3) YEARS, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $475,000). WHEREAS, the City 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 and City ordinances; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described bids are the lowest responsible bids for the materials, equipment, supplies or services as shown in the "Bid Proposals" submitted therefore; 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 following competitive bids for the materials, equipment, supplies, or services, as described in the "Bid Invitations", "Bid Proposals" or plans and specifications on file in the Office of the City's Purchasing Agent filed according to the bid number assigned hereto, are hereby accepted and approved as being the lowest responsible bids: BID NUMBER VENDOR AMOUNT 7397 Ennis-Flint, Inc. dba Ennis Paint, Inc. $475,000 SECTION 2. That the acceptance and approval of the above competitive bids shall not constitute a contract between the City and the person submitting the bid for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Bid Invitations, Bid Proposals, and related documents. SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the bids, the City Manager, or his designated representative, is hereby authorized to execute a written contract in accordance with the terms, conditions, specifications, standards, quantities and specified sums 645 contained in the Bid Proposal and related documents and to extend that contract as determined to be advantageous to the City of Denton. SECTION 4. The City Council of the City of Denton, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. 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 [___ - ___]: 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: ______ ______ ______ ______ 646 PASSED AND APPROVED this the day of , 2020. ------------------------ CHRIS WAITS, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY BY:~----------------------- APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: J)J k~~~ 647 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C IFB 7397 Crystal Westbrook PAVEMENT MARKERS Yes 648 Contract 7397 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND ENNIS-FLINT, INC. dba ENNIS PAINT, INC. (Contract # 7397) THIS CONTRACT is made and entered into this date _______________________, by and between ENNIS-FLINT, INC. dba ENNIS PAINT, INC., a North Carolina corporation, whose address is 4161 Piedmont Parkway, STE 370, Greensboro, NC 27410 hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City’s IFB #7397 Pavement Markers, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s IFB 7397 (Exhibit “B” on file at the office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Certificate of Interested Parties Electronic Filing (Exhibit “D”); (e) Supplier’s Proposal. (Exhibit "E"); (f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 649 Contract 7397 that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: ______________________________ AUTHORIZED SIGNATURE Printed Name:________________________ Title: _______________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER ATTEST: CITY OF DENTON, TEXAS ROSA RIOS, CITY SECRETARY BY: __________________________________ BY: _____________________________ TODD HILEMAN CITY MANAGER APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C contracts@ennnisflint.com Contract Administration Manager cburk@ennisflint.com 336-308-3847 Cindy Burk Procurement Christine Taylor Director of Procurement 650 Contract 7397 Exhibit A Special Terms and Conditions 1. The Quantities The quantities indicated on Exhibit E are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 2. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasing@cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier’s expense. Products that have been installed will be replaced at the supplier’s expense. 3. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer’s representative as needed by the City. 4. Total Contract Amount The contract total shall not exceed $475,000. Pricing shall be per Exhibit E attached. 5. Contract Terms The contract term will be three (3) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 6. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 651 Contract 7397 exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 7. Delivery Lead Time Products or services will be delivered ten (10) days after the receipt of order from the City. 8. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below:  Delivery beyond contracted lead times  Performance below contracted levels (services only) The Contractor shall be assessed a one (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined above are not met in full. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin. Liquidated damages shall not exceed 3% of the annual total contact amount. DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 652 Contract 7397 Exhibit C City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 653 Contract 7397 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 654 Contract 7397 C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 655 Contract 7397 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 656 Contract 7397 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 657 Contract 7397 writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 658 Contract 7397 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 659 Contract 7397 standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 660 Contract 7397 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 661 Contract 7397 EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 662 Contract 7397 insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 663 Contract 7397 to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 664 Contract 7397 interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 665 Contract 7397 to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics) . Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 666 Contract 7397 documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 667 Contract 7397 for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 668 Contract 7397 that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 669 Contract 7397 delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 670 Contract 7397 such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 671 Contract 7397 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 672 Ennis‐Flint, Inc. dba Ennis Paint, Inc. Line #Description QTY UOM Unit 1 PADS, BLACK BUNDY 5" X 5" 50 CA $54.82 2 BIKE/CHEVRN MARKING 39"X111" 60 PK $170.89 3 MARKING, PAVEMENT WHITE 4"X36" 20 BX $70.56 4 MARKING PAVEMENT WHITE 24"X36" 60 BX $73.20 5 MARKING PAVEMENT WHITE 12"X36" 20 BX $70.56 6 MARKING, PAVEMENT BLUE 4"X36"10 EA $49.01 7 MARKING PAVEMENT YELLOW 4"X36"10 EA $72.76 8 MARKING, PAVEMENT WHITE 8"X36" 10 EA $67.91 9 RUMBLE BAR KIT, 2" X 3' WHITE 15 PK $112.14 10 White Traffic Paint 40 EA $503.25 11 Yellow Traffic Paint 40 EA $503.25 12 White Traffic Paint 10 EA $2,162.50 13 Yellow Traffic Paint 10 EA $2,162.50 Exhibit E DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C 673 Exhibit CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 053739CD-6D4C-4F53-BA47-2301C1211F7C ENNIS-FLINT, INC. dba ENNIS PAINT, INC. F X 7/30/2020 N/A 674 Certificate Of Completion Envelope Id: 053739CD6D4C4F53BA472301C1211F7C Status: Sent Subject: Please DocuSign: City Council Contract 7397-Pavement Markers Source Envelope: Document Pages: 27 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 7/8/2020 3:24:09 PM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 7/8/2020 3:29:11 PM Viewed: 7/8/2020 3:30:29 PM Signed: 7/8/2020 3:32:15 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: 198.49.140.10 Sent: 7/8/2020 3:32:16 PM Viewed: 7/9/2020 9:04:59 AM Signed: 7/9/2020 9:06:37 AM 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: 198.49.140.104 Sent: 7/9/2020 9:06:39 AM Viewed: 7/9/2020 5:42:41 PM Signed: 7/9/2020 5:44:12 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cindy Burk cburk@ennisflint.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 104.129.206.167 Sent: 7/30/2020 12:01:17 PM Viewed: 7/30/2020 3:29:30 PM Signed: 7/30/2020 3:36:51 PM Electronic Record and Signature Disclosure: Accepted: 7/30/2020 3:29:30 PM ID: 0d67d9c2-41cf-4ea1-b93d-49aafd85e28f 675 Signer Events Signature Timestamp Christine Taylor christine.taylor@cityofdenton.com Deputy Director of Development Review City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 7/30/2020 3:36:54 PM Viewed: 7/30/2020 3:42:48 PM Signed: 7/31/2020 8:47:31 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: 7/31/2020 8:47:33 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 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: 7/8/2020 3:32:16 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rhealynn Thigpen Rthigpen@ennisflint.com Security Level: Email, Account Authentication (None) Sent: 7/9/2020 5:44:14 PM Resent: 7/27/2020 7:47:30 AM Resent: 7/30/2020 12:01:17 PM Electronic Record and Signature Disclosure: Accepted: 7/27/2020 12:46:08 PM ID: 898ee105-d93d-4bda-a4f8-4212b4e8eb4a 676 Carbon Copy Events Status Timestamp Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 7/31/2020 8:47:33 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Dustin Rolfe dustin.rolfe@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 7/31/2020 8:47:33 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure 677 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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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Cindy Burk, Todd Hileman, Rhealynn Thigpen 678 How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. 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McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1521,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton adopting an updated Downtown Reinvestment Grant Program Policy for the Downtown Reinvestment Grant Program; providing a repealer, and providing an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No. 1 Board recommends approval (6-0). City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™681 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Economic Development ACM/CFO: David Gaines DATE: August 18, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton adopting an updated Downtown Reinvestment Grant Program Policy for the Downtown Reinvestment Grant Program; providing a repealer, and providing an effective date. The Downtown Denton Tax Increment Financing Reinvestment Zone No. 1 Board recommends approval (6-0). BACKGROUND At the September 25, 2019 meeting of the Downtown TIRZ Board, Board Member Meltzer requested consideration of including Americans with Disabilities Act (ADA) improvements as eligible expenses through the Downtown Reinvestment Grant Program. In 2018, the City Council approved Ord. 18-1321 (Exhibit 2), which moved the funding source for the Downtown Reinvestment Grant Program to the Downtown TIRZ Fund. By doing so, the Downtown Reinvestment Grant Program must comply with the approved Grant Program Guidelines (“Program Guidelines”), as well as the Tax Increment Financing Act (Chapter 311 of the Texas Tax Code - the “Act”) and the associated Project Plan for the Downtown TIRZ. Under the Act, eligible costs can include project costs that are “listed in the project plan as costs of public works, public improvements, programs, or other projects benefitting the zone.” Those costs include “the actual costs of the acquisition, demolition, alteration, remodeling, repair, or reconstruction of existing buildings, structures, and fixtures; the actual costs of the remediation of conditions that contaminate public or private land or buildings; the actual costs of the preservation of the façade of a public or private building.” Tex. Tax Code § 311.002(1)(a). The Project Plan for the Downtown TIRZ includes a section on “Downtown Projects,” which allows for the use of TIRZ Funds for “grants, loans, and services for public and private development. Eligible TIRZ project costs are not limited to public uses and may also include projects that involve: historic preservation, demolition, environmental remediation, and economic development grants.” In addition to meeting the requirements of the Act and the Project Plan, Downtown Reinvestment Grant Program projects must also meet one of the five types of projects for which grants are available under the Program Guidelines. Regardless of project type, all grants are limited to a maximum of a 50% grant match with a cap of $25,000 per property. In addition, grants are only authorized for the following types of expenses: City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 682 Downtown Reinvestment Grant Program Eligible Project Types  Façade Rehabilitation and Building Renovation o Definition: removing slipcovers or non-historic/added facades, repainting bring or replacing mortar joints, replacing or restoring cornices, removing paint from brick, replacing windows, restoring transom windows, painting, roof and foundation work.  Awnings and Signs o Definition: replacing, adding, or repairing awnings and signs. Signs may include signboards, projecting signs and pedestrian signage (includes window sign, hanging sign and awning/canopy sign).  Impact Fee Reimbursement o Definition: reimbursement for City of Denton water and wastewater impact fees.  Utility Upgrades o Definition: upgrades to water, wastewater and electrical service, includes interior upgrades as well as exterior service upgrades.  Interior/Code Improvements o Definition: Asbestos and mold abatement and fire suppression systems. Staff conducted a review with Legal and determined that ADA improvements could be included as eligible costs under the Act and Project Plan, but recommended changes be made to the Policy to specifically list ADA improvements as eligible project costs. At the January 22, 2020 Downtown TIRZ Board meeting, the Board provided direction to include ADA improvements as eligible to receive points under the “Interior/Code Improvements” project type, and requested to have the Downtown Economic Development Committee (DEDC) review and provide feedback prior to considering any changes. Staff brought the item forward to the DEDC at their February 6, 2020 meeting. The DEDC concurred with the TIRZ Board’s recommendations. The item was also presented to the Committee on Persons with Disabilities (COPWD) on July 16. The COPWD concurred with the changes. In addition to making the necessary changes to include ADA improvements under the eligible project types, staff also made corrections where necessary to the policy to update contact information, references to the DEDC, and other administrative updates. The redline versions of the Policy and the Scoring Sheet are attached as Exhibits 2 and 3, respectively. The clean version of the Policy and Scoring Sheet are attached to the ordinance. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Sept. 25, 2019: Council Member Meltzer requested discussion regarding possible inclusion of ADA improvements as eligible expenses of the Downtown Reinvestment Grant. January 22, 2020: The Downtown TIRZ Board reviewed the possible inclusion of ADA improvements in the Downtown Reinvestment Grant program. The Board asked that the item be reviewed by the Downtown Economic Development Committee for feedback prior to considering any changes. February 6, 2020: The DEDC reviewed the proposed changes and concurred with the Downtown TIRZ Board. July 16, 2020: The Committee on Persons with Disabilities reviewed the proposed changes and concurred with the Downtown TIRZ Board. 683 RECOMMENDATION Staff recommends City Council adopt the ordinance making the necessary updates and changes to the Downtown Reinvestment Grant Policy. EXHIBITS 1. Agenda Information Sheet 2. Downtown Reinvestment Grant Program Policy (Redline) 3. Scoring Sheet (Redline) 4. Ordinance and Policy Respectfully submitted: Jessica Rogers Director of Economic Development 684 1 DOWNTOWN REINVESTMENT GRANT PROGRAM POLICY I. GENERAL PURPOSE AND OBJECTIVES The City of Denton’s Department of Economic Development promotes Denton and its unique character through the redevelopment and revitalization of Downtown, historic preservation, community involvement, and by providing educational and technical assistance to business and property owners. With Downtown as a key focus area of Denton’s economic development program, the City Council adopted the following Downtown Reinvestment Grant Program. Applications shall be submitted on the application form attached hereto as Exhibit “A” and incorporated herein for all purposes, and are considered as they are received, and may be funded, if approved, until funds are depleted. II. GRANT GUIDELINES 1. Facade rehabilitation grant funds are available for exterior work on building facades that immediately overlook public streets located in the Downtown area as defined by the Downtown Tax Increment Financing Reinvestment Zone Number One – Downtown (TIRZ #1), see attached map, page 5. 2. Roof and foundation work on commercial buildings in the TIRZ #1 area may also be eligible for grant funds, providing costs do not exceed 50% of the grant request. 3. Interior and Code Improvement work includes asbestos and mold abatement and, fire suppression systems, and improvements required by or in accordance with the Americans with Disabilities Act, as amended. 4. No grant applications will be accepted for work that has already been started or completed, or for work that is covered by insurance. 5. Grants are awarded on a reimbursement basis once completed work has been verified by City staff as compliant with the plans proposed in the approved application. Any deviation from the approved project may result in the total or partial withdrawal of the grant. Grants are awarded as a single payment to the applicant. 6. All submitted work will be reviewed based on the Secretary of the Interior’s Standards for Rehabilitation, as amended, and the City of Denton’s Municipal Codes and Ordinances. 7. Grant applications and awards can be made in any of the reimbursable activities listed in Section III and may be combined for any single property or project. However, the maximum award amount available per property is $25,000. 8. An applicant is defined as an eligible property within the TIRZ # 1 area. A single owner of multiple properties may apply for grant funds for each property owned, but may not receive more than $25,000 per property. 685 2 9. If an applicant is awarded a reinvestment grant for facade, awning or sign work and the facade, sign or awning is altered for any reason within one (1) year from construction, the applicant may be required to reimburse the City of Denton immediately for the full amount of the grant. 10. Projects will be reviewed and ranked with the following considerations in mind: • Project results in an increase in property valuation and/or generates sales tax revenue • Project rehabilitation reflects historic accuracy • Project improves the capacity of water, wastewater or electric utility services • Projects provides improvements to health and safety • Water/Wastewater impact fees are assessed • Project results in a significant increase in downtown population (residents and/or day or night users). Other appropriate impacts may be considered on a case-by-case basis, including, but not limited to: partners with other businesses (i.e., shared parking), project is a “target” business (i.e., grocery, pharmacy, etc.), and/or promotes development of arts and entertainment downtown. III. PROGRAM DETAILS Reinvestment grants are available for the following types of projects: Facade Rehabilitation and Building Renovation Definition: Removing slipcovers or non-historic/added facades, repainting brick or replacing mortar joints, replacing or restoring cornices, removing paint from brick, replacing windows, restoring transom windows, painting, roof and foundation work. Grant Limits: Facade rehabilitation and building grants are limited to a 50% match of the eligible projects costs, with a cap of $25,000 per grant for facade, roof and foundation work. Roof and foundation repair may constitute no more than half of the request and shall only be considered for funding if included as a portion of a larger project. Paint-only grants are limited to a 50% match with a cap of $5,000 per grant. Awnings and Signs Definition: Replacing, adding or repairing awnings and signs. Signs may include signboards, projecting signs and pedestrian signage (includes window sign, hanging sign and awning/canopy sign). Grant Limits: Awning grants are limited to a 50% match with a cap of $5,000 per grant. Sign grants are limited to a 50% match with a cap of $500 per grant. Impact Fee Reimbursement Definition: Reimbursement for City of Denton water and wastewater impact fees. Grant Limits: Impact Fee grants are limited to a 50% match with a cap of $25,000 per grant. 686 3 Utility Upgrades Definition: Upgrades to water, wastewater and electrical service, includes interior upgrades as well as exterior service upgrades. Grant Limits: Utility Upgrade grants are limited to a 50% match with a cap of $25,000 per grant. Interior/Code Improvements Definition: Asbestos and mold abatement, and fire suppression systems, and improvements made as required by or in accordance with the Americans with Disabilities Act, as amended. Grant Limits: Interior/Code Improvement grants are limited to a 50% match with a cap of $25,000 per grant. IV. GRANT APPLICATION PROCESS 1. Contact the Economic Development Program Administratordepartment to discuss the project and determine eligibility. If requested, the Program Administratora staff member with the Economic Development department will set up an appointment with the Texas Main Street Center’s Architectural Assistance Program, which provides free assistance in selecting paint, color schemes and building and sign materials for building façade and signs. 2. Complete the grant application form and sign the agreement form. Return the completed application form with all original itemized work estimates, color samples, drawings and example sign material of the proposed work to the Economic Development office at 215 E. McKinney. Applications should include: a. Drawings of all proposed grant work to be done. Drawings may be prepared by the Texas Main Street Architect, the project architect, or contractor. Color samples of all final paint selections and/or final building or sign material selections must be included with the application. b. Itemized work estimates on all project work from contractors or project architects must be included with the application. (Self-contracted work will be reimbursed for eligible expenses, excluding labor.) c. Photos of the building’s exterior, interior, roof or foundation (areas where work is to be performed). 3. The approval process will include without limitation the following: a. All projects must meet current building standards and codes, as well as building permit requirements. b. Applicants are required to attend and present their project to the Downtown Task ForceEconomic Development Committee (DEDCTTF). The DTTF DEDC meets monthly, as needed. 687 4 Grants then must be reviewed and approved by the TIRZ # 1 Board prior to consideration by the Denton City Council. The TIRZ meets bi-monthly and will review submitted applications and consider the DTTF’s DEDC’s recommendation. c. If recommended by the TIRZ #1 Board, grants will be placed on the Denton City Council agenda. The DTTF DEDC and TIRZ #1 Board recommendations are advisory only, and no recommendation shall be binding on the Denton City Council. The Denton City Council has the final discretion with regard to funding and reserves the right to modify or reject any project or elements of any project. d. Applications must be complete and contain all required information. Additional information requested by the DEDCTTF, TIRZ #1 Board or the Denton City Council must be provided prior to consideration of the grant. e. All construction bids submitted by an applicant must be current and must be dated no earlier than ninety (90) days prior to the application request. Bids shall be submitted on the contractor’s or project architect’s letterhead and shall contain the contractor’s name, address, and telephone number and shall itemize the bid in a manner that allows the DEDCTTF, TIRZ #1 Board and Denton City Council to determine the bid components and authenticity of the bid. f. An applicant whose application that has been denied by the Denton City Council shall not be eligible to re-submit a grant application for six (6) months from the date the prior application was declined by the Denton City Council. g. Applicants receiving approval shall commence construction described within the application within ninety (90) days from the date the grant is awarded. All applicants must complete the construction described in the application within one (1) year from the date the grant is approved. If the applicant is unable to commence construction within ninety (90) days from the date the grant is approved or complete construction within one (1) year from the date the grant is approved, the applicant may submit a written request for an extension for the commencement date or completion date provided the extension request is made prior to the ninety (90) day or one (1) year time limit. The DTTF DEDC, TIRZ #1 Board or Denton City Council shall not be obligated to allow extensions, but may do so for good cause determined solely by the entity which authorized the grant. The extensions, if granted, shall be for the term and for the conditions determined exclusively by the entity which authorized the grant. An extension denial cannot be appealed and shall be final. h. As a condition of the grant, the applicant consents and shall allow Economic Development staff to request City inspections to determine that the grant, if awarded, will not be used for construction on any building that is not in compliance with the City Municipal Codes and Ordinances that are applicable to the construction contemplated in the application. i. No applicant has a proprietary right to receive grant funds. Each request will be considered on a case-by-case basis. j. The applicant shall be required to furnish photographs of the building’s exterior, roof and foundation after the construction is completed, as a condition of final grant reimbursement. 688 5 k. The applicant is required to obtain all applicable City permits and City approvals required for the construction if a grant is awarded. l.k. m.l. An applicant should attend DTTFDEDC, TIRZ #1 Board and Denton City Council meetings in which consideration of the application occurs. 4. Reimbursement: When the grant project has been satisfactorily completed and reviewed, the applicant shall present the Economic Development office with copies of all paid invoices, including copies of cancelled checks and/or credit card receipts, for a single payment reimbursement of the approved funding. In addition, the applicant must complete a City of Denton Vendor Form and a Form 1099 to receive payment from the City. Vendor forms and 1099s will be provided by the Economic Development office. 689 6 EXHIBIT A CITY OF DENTON DOWNTOWN REINVESTMENT GRANT PROGRAM APPLICATION Department of Economic Development 215 E. McKinney Street Denton, TX 76201 940-349-77327776 www.cityofdenton.com Julie.glover@cityofdenton.comED@cityofdenton.com 690 7 Downtown Reinvestment Grant Program Application Please return completed the application with necessary attachments and signatures to the Economic Development Department office at 215 E. McKinney. If you have any application questions, please contact the Economic Development Program AdministratorDepartment at 940-349-777632. Applicant Name Date Business Name Mailing Address Contact Phone Email Address Building Owner (if different from applicant) Historical/Current Building Name Project Site/Address Type of Work: (check all that apply)  Paint Only  Signage  Utility Upgrades  Facade & Building Renovation  Awnings  Impact Fees  Interior/Code Improvements Details of planned improvements relating to grant request (attach additional information if necessary). 691 8 How will this project benefit Downtown? Project Categories Estimated Costs Grant Requested Facade/Building Rehab Awnings Signs Impact Fees Utility Upgrades Interior/Code Improvements Totals TOTAL COST OF PROPOSED PROJECT $ TOTAL GRANT REQUEST $ (May not exceed 50% of TOTAL COST up to $25,000) Attach all required color samples of paint, awning/canopy, sign design, etc., as well as photographs of building’s exterior facade, roof and foundation. Applicant’s Signature Date 692 9 DOWNTOWN REINVESTMENT GRANT AGREEMENT FORM Please complete and return with the Downtown Reinvestment Grant Application to the Economic Development office, 215 E. McKinney. If you have any questions, please contact the Economic Development Program AdministratorDepartment at 940- 349- 777632. I have met with a representative from the Economic Development Program AdministratorDepartment, and I have read and fully understand the Downtown Reinvestment Grant procedures established by the Denton City Council. I intend to use this grant program for the aforementioned renovation projects to advance the efforts of revitalization and historic preservation of Denton’s historic downtown. I have not received, nor will I receive insurance monies for this revitalization project. I understand that if l am awarded a Downtown Reinvestment Grant by the City of Denton, any deviation from the approved project may result in the partial or total withdrawal of the grant. (If I am awarded a reinvestment grant for facade, awning or sign work and the facade, sign or awning is altered for any reason within one (1) year from construction, I may be required to reimburse the City of Denton immediately for the full amount of the grant.) Business/Organization Name Applicant’s Signature Printed Name Date Building Owner’s Signature (if different from applicant) Printed Name Date This section is to be completed by Economic Development staff. Date considered by DTTFDEDC Recommendation Staff Signature Date considered by TIRZ #1 Board Recommendation Staff Signature Date considered by City Council Approval Staff Signature 693 10 REVIEW PROCESS Total project scores can range from 0 to 35 points. Recommendations will be based on: 0-14 points = No funding 15-19 points = Grant recommendation up to $5,000 20-24 points = Grant recommendation up to $10,000 25-35 points = Grant recommendation up to $25,000 All grants will be subject to a recommendation by the Downtown Task ForceEconomic Development Committee, TIRZ #1 Board, and approval by the Denton City Council. Grant applications will be scored based on: • Economic Impact - 0-5 Points o Total investment dollars as provided in the grant application o Investment in structure construction or renovation (excluding purchase price) o Investment in furniture, fixtures and equipment; estimated taxable sales • Historic Accuracy/Design - 0-5 Points o New construction/complements existing buildings o Restores building to historic accuracy o Renovation of building with historic marker (Local, state or national historic marker) • Upgrades to Utilities/Impact Fees - 0-5 Points o Requires upgrades in electrical service o Increases existing water/wastewater capacity o No existing utilities to structure o Extends water/wastewater lines (improves additional properties) o Impact fees may be ranked depending upon percentage of fees to eligible expenses • Increases Population - 0-5 Points o Increases consumer traffic (day or night) o Increases quality residential units • Interior/Code Improvements - 0-5 points o Asbestos and mold abatement o Fire suppression systems o ADA improvements • Other - 0-10 Points Including, but not limited to: o Partners with other businesses (i.e., shared parking) o Project is a "target" business (i.e., grocery, pharmacy, locally owned) o Promotes development of Denton arts and entertainment o Longevity of business Grant Scoring System 0 1 2 3 4 5 Economic Impact (0-5) Historic Accuracy/Design (0-5) Utility Upgrades/Impact fees (0-5) Increases Population (0-5) Interior/Code Improvements (0-5) Other (0-10) Totals 694 11 695 Downtown Reinvestment Grant Scoring Sheet Name/Address of Project Recommendations 25-30 Score Up to $25,000 20-24 Score Up to $10,000 15-19 Score Up to $5,000 0-14 Score Does not meet criteria to receive grant funds Rate this Grant Application by providing your score for each criteria. Scores range 0 – 5, with 5 being the highest score for each criteria listed. Please note that the category “Other” has a score range of 0-10, with 10 being the highest score. GRANT SCORING CRITERIA SCORE NOTES Economic Impact (0 – 5 points) (increases property value, sales tax, jobs) Historic Accuracy or Design Quality (0 – 5 points) Upgrades to utilities/Impact fees (0 – 5 points) (increases capacity to area) Increases population (0 – 5 points) (residents, day or night time users) Interior/Code Improvements (0 – 5 points) (Asbestos/mold abatement/ fire suppression system/ADA improvements) Other (0 – 10 points) (Shared parking/target business/promotes arts & entertainment district, longevity of business) TOTAL SCORE Please see back side for specific definitions. 696  Façade Rehabilitation Definition: Removing slipcovers or non-historic/added facades, repointing brick or replacing mortar joints, replacing or restoring cornices, removing paint from brick, replacing windows, restoring transom windows, roof and foundation work.  New Awnings & Signs Definition: Replacing, adding or repairing awnings & signs. Signs may include signboards, projecting signs and pedestrian signage (includes window sign, hanging sign and awning/canopy sign).  Impact Fee Reimbursement Definition: Reimbursement for City of Denton water and wastewater impact fees.  Interior/Code Improvements Definition: Asbestos/mold abatement, fire suppression systems, and improvements made as required by or in accordance with the Americans with Disabilities Act, as amended.  Utility Upgrades Definition: Upgrades to water, wastewater and electrical service, includes interior upgrades as well as exterior service upgrades. 697 ORDINANCE NO. _____________ AN ORDINANCE OF THE CITY OF DENTON ADOPTING AN UPDATED DOWNTOWN REINVESTMENT GRANT PROGRAM POLICY FOR THE DOWNTOWN REINVESTMENT GRANT PROGRAM; PROVIDING A REPEALER, AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on February 14, 2007, the Downtown Task Force (now Downtown Economic Development Committee) unanimously recommended creating an incentive program to promote desired development/redevelopment in the downtown area of the City of Denton; and WHEREAS, on April 3, 2007, the City Council of the City of Denton adopted the Downtown Reinvestment Grant Program; and WHEREAS, Ordinance No. 2010-316 designated Tax Increment Financing Reinvestment Zone Number One (“Downtown TIRZ”), as provided by the Tax Increment Financing Act, Chapter 311 of the Texas Tax Code (the “Act”), to provide funding necessary to encourage development in downtown Denton; and WHEREAS, on December 7, 2010, the City Council authorized the Project and Finance Plans for the Downtown TIRZ which authorizes the creation and expenditure of the Downtown TIRZ fund for purposes authorized by the Act; and WHEREAS, on September 18, 2018, the City Council adopted Ordinance No. 18-1321 approving changes to the Downtown Reinvestment Grant Program to allow funding through monies collected by the Downtown TIRZ and to change the grant review process so that expenditures of such Downtown TIRZ funds are reviewed by the Downtown TIRZ Board of Directors (“TIRZ Board”); and WHEREAS, on January 22, 2020 the TIRZ Board recommended making changes to the Downtown Reinvestment Grant Program Policy to include the addition of language stating that improvements made as required by or in accordance with the Americans with Disabilities Act are eligible project improvements; and WHEREAS, on February 6, 2020, the Downtown Economic Development Committee concurred with the TIRZ Board recommendations; and WHEREAS, on July 16, 2020, the Committee on Persons with Disabilities concurred with the Downtown TIRZ Board recommendations; and WHEREAS, on July 22, 2020, the TIRZ Board voted to recommend that the City Council adopt an ordinance updating the Downtown Reinvestment Grant Program Policy to effectuate such changes to the Downtown Reinvestment Grant Program Policy; WHEREAS, the City Council finds that the expenditure of Downtown TIRZ funds for improvements made to buildings, structures, and fixtures as required by or in accordance with the 698 Americans with Disabilities Act are eligible project costs in accordance with the Act and the Downtown TIRZ Project and Finance Plans, and that such improvements and program benefit the Downtown TIRZ; NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: Section 1. The City Council of the City of Denton hereby approves the changes to the Downtown Reinvestment Grant Program Policy, which is attached hereto and made a part of this ordinance for all purposes. Section 2. All provisions of any Downtown Reinvestment Grant Program Policy adopted prior to this ordinance, and all ordinances of the City of Denton in conflict with the provisions of this ordinance as related to Downtown Reinvestment Grant Program Policy, are hereby repealed, and all other provisions of the ordinances of the City of Denton not in conflict with the provisions of this ordinance shall remain in full force and effect. 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 [___ - ___]: 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 699 700 1 DOWNTOWN REINVESTMENT GRANT PROGRAM POLICY I. GENERAL PURPOSE AND OBJECTIVES The City of Denton’s Department of Economic Development promotes Denton and its unique character through the redevelopment and revitalization of Downtown, historic preservation, community involvement, and by providing educational and technical assistance to business and property owners. With Downtown as a key focus area of Denton’s economic development program, the City Council adopted the following Downtown Reinvestment Grant Program. Applications shall be submitted on the application form attached hereto as Exhibit “A” and incorporated herein for all purposes, and are considered as they are received, and may be funded, if approved, until funds are depleted. II. GRANT GUIDELINES 1. Facade rehabilitation grant funds are available for exterior work on building facades that immediately overlook public streets located in the Downtown area as defined by the Downtown Tax Increment Financing Reinvestment Zone Number One – Downtown (TIRZ #1), see attached map, page 5. 2. Roof and foundation work on commercial buildings in the TIRZ #1 area may also be eligible for grant funds, providing costs do not exceed 50% of the grant request. 3. Interior and Code Improvement work includes asbestos and mold abatement, fire suppression systems, and improvements required by or in accordance with the Americans with Disabilities Act, as amended. 4. No grant applications will be accepted for work that has already been started or completed, or for work that is covered by insurance. 5. Grants are awarded on a reimbursement basis once completed work has been verified by City staff as compliant with the plans proposed in the approved application. Any deviation from the approved project may result in the total or partial withdrawal of the grant. Grants are awarded as a single payment to the applicant. 6. All submitted work will be reviewed based on the Secretary of the Interior’s Standards for Rehabilitation, as amended, and the City of Denton’s Municipal Codes and Ordinances. 7. Grant applications and awards can be made in any of the reimbursable activities listed in Section III and may be combined for any single property or project. However, the maximum award amount available per property is $25,000. 8. An applicant is defined as an eligible property within the TIRZ # 1 area. A single owner of multiple properties may apply for grant funds for each property owned, but may not receive more than $25,000 per property. 701 2 9. If an applicant is awarded a reinvestment grant for facade, awning or sign work and the facade, sign or awning is altered for any reason within one (1) year from construction, the applicant may be required to reimburse the City of Denton immediately for the full amount of the grant. 10. Projects will be reviewed and ranked with the following considerations in mind: • Project results in an increase in property valuation and/or generates sales tax revenue • Project rehabilitation reflects historic accuracy • Project improves the capacity of water, wastewater or electric utility services • Projects provides improvements to health and safety • Water/Wastewater impact fees are assessed • Project results in a significant increase in downtown population (residents and/or day or night users). Other appropriate impacts may be considered on a case-by- case basis, including, but not limited to: partners with other businesses (i.e., shared parking), project is a “target” business (i.e., grocery, pharmacy, etc.), and/or promotes development of arts and entertainment downtown. III. PROGRAM DETAILS Reinvestment grants are available for the following types of projects: Facade Rehabilitation and Building Renovation Definition: Removing slipcovers or non-historic/added facades, repainting brick or replacing mortar joints, replacing or restoring cornices, removing paint from brick, replacing windows, restoring transom windows, painting, roof and foundation work. Grant Limits: Facade rehabilitation and building grants are limited to a 50% match of the eligible projects costs, with a cap of $25,000 per grant for facade, roof and foundation work. Roof and foundation repair may constitute no more than half of the request and shall only be considered for funding if included as a portion of a larger project. Paint-only grants are limited to a 50% match with a cap of $5,000 per grant. Awnings and Signs Definition: Replacing, adding or repairing awnings and signs. Signs may include signboards, projecting signs and pedestrian signage (includes window sign, hanging sign and awning/canopy sign). Grant Limits: Awning grants are limited to a 50% match with a cap of $5,000 per grant. Sign grants are limited to a 50% match with a cap of $500 per grant. Impact Fee Reimbursement Definition: Reimbursement for City of Denton water and wastewater impact fees. 702 3 Grant Limits: Impact Fee grants are limited to a 50% match with a cap of $25,000 per grant. Utility Upgrades Definition: Upgrades to water, wastewater and electrical service, includes interior upgrades as well as exterior service upgrades. Grant Limits: Utility Upgrade grants are limited to a 50% match with a cap of $25,000 per grant. Interior/Code Improvements Definition: Asbestos and mold abatement, fire suppression systems, and improvements made as required by or in accordance with the Americans with Disabilities Act, as amended. Grant Limits: Interior/Code Improvement grants are limited to a 50% match with a cap of $25,000 per grant. IV. GRANT APPLICATION PROCESS 1. Contact the Economic Development department to discuss the project and determine eligibility. If requested, a staff member with the Economic Development department will set up an appointment with the Texas Main Street Center’s Architectural Assistance Program, which provides free assistance in selecting paint, color schemes and building and sign materials for building façade and signs. 2. Complete the grant application form and sign the agreement form. Return the completed application form with all original itemized work estimates, color samples, drawings and example sign material of the proposed work to the Economic Development office at 215 E. McKinney. Applications should include: a. Drawings of all proposed grant work to be done. Drawings may be prepared by the Texas Main Street Architect, the project architect, or contractor. Color samples of all final paint selections and/or final building or sign material selections must be included with the application. b. Itemized work estimates on all project work from contractors or project architects must be included with the application. (Self-contracted work will be reimbursed for eligible expenses, excluding labor.) c. Photos of the building’s exterior, interior, roof or foundation (areas where work is to be performed). 3. The approval process will include without limitation the following: a. All projects must meet current building standards and codes, as well as building permit requirements. b. Applicants are required to attend and present their project to the Downtown Economic 703 4 Development Committee (DEDC). The DEDC meets monthly, as needed. Grants then must be reviewed and approved by the TIRZ # 1 Board prior to consideration by the Denton City Council. The TIRZ meets bi-monthly and will review submitted applications and consider the DEDC’s recommendation. c. If recommended by the TIRZ #1 Board, grants will be placed on the Denton City Council agenda. The DEDC and TIRZ #1 Board recommendations are advisory only, and no recommendation shall be binding on the Denton City Council. The Denton City Council has the final discretion with regard to funding and reserves the right to modify or reject any project or elements of any project. d. Applications must be complete and contain all required information. Additional information requested by the DEDC, TIRZ #1 Board or the Denton City Council must be provided prior to consideration of the grant. e. All construction bids submitted by an applicant must be current and must be dated no earlier than ninety (90) days prior to the application request. Bids shall be submitted on the contractor’s or project architect’s letterhead and shall contain the contractor’s name, address, and telephone number and shall itemize the bid in a manner that allows the DEDC, TIRZ #1 Board and Denton City Council to determine the bid components and authenticity of the bid. f. An applicant whose application that has been denied by the Denton City Council shall not be eligible to re-submit a grant application for six (6) months from the date the prior application was declined by the Denton City Council. g. Applicants receiving approval shall commence construction described within the application within ninety (90) days from the date the grant is awarded. All applicants must complete the construction described in the application within one (1) year from the date the grant is approved. If the applicant is unable to commence construction within ninety (90) days from the date the grant is approved or complete construction within one (1) year from the date the grant is approved, the applicant may submit a written request for an extension for the commencement date or completion date provided the extension request is made prior to the ninety (90) day or one (1) year time limit. The DEDC, TIRZ #1 Board or Denton City Council shall not be obligated to allow extensions, but may do so for good cause determined solely by the entity which authorized the grant. The extensions, if granted, shall be for the term and for the conditions determined exclusively by the entity which authorized the grant. An extension denial cannot be appealed and shall be final. h. As a condition of the grant, the applicant consents and shall allow Economic Development staff to request City inspections to determine that the grant, if awarded, will not be used for construction on any building that is not in compliance with the City Municipal Codes and Ordinances that are applicable to the construction contemplated in the application. i. No applicant has a proprietary right to receive grant funds. Each request will be considered on a case-by-case basis. j. The applicant shall be required to furnish photographs of the building’s exterior, roof and foundation after the construction is completed, as a condition of final 704 5 grant reimbursement. k. The applicant is required to obtain all applicable City permits and City approvals required for the construction if a grant is awarded. l. An applicant should attend DEDC, TIRZ #1 Board and Denton City Council meetings in which consideration of the application occurs. 4. Reimbursement: When the grant project has been satisfactorily completed and reviewed, the applicant shall present the Economic Development office with copies of all paid invoices, including copies of cancelled checks and/or credit card receipts, for a single payment reimbursement of the approved funding. In addition, the applicant must complete a City of Denton Vendor Form and a Form 1099 to receive payment from the City. Vendor forms and 1099s will be provided by the Economic Development office. 705 6 EXHIBIT A CITY OF DENTON DOWNTOWN REINVESTMENT GRANT PROGRAM APPLICATION Department of Economic Development 215 E. McKinney Street Denton, TX 76201 940-349-7776 www.cityofdenton.com ED@cityofdenton.com 706 7 Downtown Reinvestment Grant Program Application Please return completed the application with necessary attachments and signatures to the Economic Development Department office at 215 E. McKinney. If you have any application questions, please contact the Economic Development Department at 940- 349-7776. Applicant Name Date Business Name Mailing Address Contact Phone Email Address Building Owner (if different from applicant) Historical/Current Building Name Project Site/Address Type of Work: (check all that apply)  Paint Only  Signage  Utility Upgrades  Facade & Building Renovation  Awnings  Impact Fees  Interior/Code Improvements Details of planned improvements relating to grant request (attach additional information if necessary). 707 8 How will this project benefit Downtown? Project Categories Estimated Costs Grant Requested Facade/Building Rehab Awnings Signs Impact Fees Utility Upgrades Interior/Code Improvements Totals TOTAL COST OF PROPOSED PROJECT $ TOTAL GRANT REQUEST $ (May not exceed 50% of TOTAL COST up to $25,000) Attach all required color samples of paint, awning/canopy, sign design, etc., as well as photographs of building’s exterior facade, roof and foundation. Applicant’s Signature Date 708 9 DOWNTOWN REINVESTMENT GRANT AGREEMENT FORM Please complete and return with the Downtown Reinvestment Grant Application to the Economic Development office, 215 E. McKinney. If you have any questions, please contact the Economic Development Department at 940- 349-7776. I have met with a representative from the Economic Development Department, and I have read and fully understand the Downtown Reinvestment Grant procedures established by the Denton City Council. I intend to use this grant program for the aforementioned renovation projects to advance the efforts of revitalization and historic preservation of Denton’s historic downtown. I have not received, nor will I receive insurance monies for this revitalization project. I understand that if l am awarded a Downtown Reinvestment Grant by the City of Denton, any deviation from the approved project may result in the partial or total withdrawal of the grant. (If I am awarded a reinvestment grant for facade, awning or sign work and the facade, sign or awning is altered for any reason within one (1) year from construction, I may be required to reimburse the City of Denton immediately for the full amount of the grant.) Business/Organization Name Applicant’s Signature Printed Name Date Building Owner’s Signature (if different from applicant) Printed Name Date This section is to be completed by Economic Development staff. Date considered by DEDC Recommendation Staff Signature Date considered by TIRZ #1 Board Recommendation Staff Signature Date considered by City Council Approval Staff Signature 709 10 REVIEW PROCESS Total project scores can range from 0 to 35 points. Recommendations will be based on: 0-14 points = No funding 15-19 points = Grant recommendation up to $5,000 20-24 points = Grant recommendation up to $10,000 25-35 points = Grant recommendation up to $25,000 All grants will be subject to a recommendation by the Downtown Economic Development Committee, TIRZ #1 Board, and approval by the Denton City Council. Grant applications will be scored based on: • Economic Impact - 0-5 Points o Total investment dollars as provided in the grant application o Investment in structure construction or renovation (excluding purchase price) o Investment in furniture, fixtures and equipment; estimated taxable sales • Historic Accuracy/Design - 0-5 Points o New construction/complements existing buildings o Restores building to historic accuracy o Renovation of building with historic marker (Local, state or national historic marker) • Upgrades to Utilities/Impact Fees - 0-5 Points o Requires upgrades in electrical service o Increases existing water/wastewater capacity o No existing utilities to structure o Extends water/wastewater lines (improves additional properties) o Impact fees may be ranked depending upon percentage of fees to eligible expenses • Increases Population - 0-5 Points o Increases consumer traffic (day or night) o Increases quality residential units • Interior/Code Improvements - 0-5 points o Asbestos and mold abatement o Fire suppression systems o ADA improvements • Other - 0-10 Points Including, but not limited to: o Partners with other businesses (i.e., shared parking) o Project is a "target" business (i.e., grocery, pharmacy, locally owned) o Promotes development of Denton arts and entertainment o Longevity of business Grant Scoring System 0 1 2 3 4 5 Economic Impact (0-5) Historic Accuracy/Design (0-5) Utility Upgrades/Impact fees (0-5) Increases Population (0-5) Interior/Code Improvements (0-5) Other (0-10) Totals 710 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1539,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton, Texas approving the Denton Firemen’s Relief and Retirement Fund actuarial valuation as of December 31, 2019; and providing an effective date. City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™711 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance ACM: David Gaines DATE: August 18, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas approving the Denton Firemen’s Relief and Retirement Fund actuarial valuation as of December 31, 2019; and providing an effective date. BACKGROUND The City of Denton participates in the Texas Municipal Retirement System (TMRS) and the Denton Firemen’s Relief and Retirement Fund (DFRRF) pension plans. The DFRRF plan covers firefighters in the Denton Fire Department, and the TMRS plan covers all other City of Denton employees with the exception of temporary positions. As we have discussed with Council in the past, the TMRS plan experienced actuarial issues in 2008, and as a result, the City increased its contribution rate to the plan over time. There was, however, no increase in benefits provided to the plan. Instead, the increase in contributions was intended to reduce liabilities and improve the overall financial health of the plan. Due to the increases in the TMRS contribution rate, the Firefighters Association requested that the same contribution rate given to TMRS be provided to the DFRRF. In 2010, the City agreed to this arrangement through the meet and confer process. While this funding methodology worked well over the past few years, the arrangement needed to be modified due to a changing demographic environment and investment climate. The primary reason for this change was that the City’s TMRS contribution rate was declining as a percentage of payroll due to growth in the municipal workforce. Additionally, the DFRRF needed a contribution from the City which was decoupled and independent of TMRS. The funding methodology needed to be based upon the unique workforce demands of the Fire Department which would achieve financial objectives over time instead of just matching the TMRS rate. Due to these factors, the DFRRF Board, the Denton Firefighters Association, and the City entered into an agreement in 2017 (see Exhibit 2). Below are the key provisions of this agreement: 1) The DFRRF will develop and adopt a funding policy which achieves a 100% funding ratio over a closed 25 year amortization period. 2) The City will increase its current contribution rate to the DFRRF to 18.5% effective with the first pay period beginning after the agreement is approved. Each subsequent year of the agreement, the City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 712 City’s contribution rate will be adjusted to the rate needed to amortize the unfunded liabilities over the 25 year closed period. 3) No benefit enhancements will be approved by the Board during the term of this agreement which expires on September 30, 2019. 4) The investment rate of return assumption will be conservatively estimated depending upon investment expectations (currently 6.75%). 5) If the deficiency cannot be corrected, the report will not be approved by the City Council, but the City’s contribution would not be less than the contribution rate to TMRS or the minimum rate established by law. The agreement also requires the DFRRF to commission an actuarial analysis every two years, and the City Council will be provided a formal opportunity to approve the report. If the report is approved by Council, the City’s contribution rate will be adjusted to achieve the above mentioned actuarial goals. If the City Council does not approve the report, however, the City and DFRRF mutually agree to discuss potential changes which would satisfy any deficiency. These same provisions were incorporated into the 2019 Meet & Confer Agreement with no changes. Therefore, pursuant to the 2017 and 2019 agreements, the purpose of this item is to approve the actuarial valuation for the period ending December 31, 2019 (see Exhibit 3). Overall, the results of the actuarial report are very positive. While the funded ratio has reduced to 80.8% in 2019 (82.1% in 2017 and 80.8% in 2015), this ratio is still indicative of a healthy and well-funded pension. Additionally, the amortization period has increased to 18.3 years (14.6 years in 2017 and 31.6 years in 2015) but below the stated 25 year closed amortization period. These changes were due to a few factors: 1. Change to the mortality assumptions due to the use of a new, first-ever study of the mortality of public employee pension plan participants by the Society of Actuaries. The new mortality assumption is more appropriate for the fund for the long-term future than he prior assumption. This caused an increase in the amortization period by 4.8 years. 2. The assumed spouse age of a retiring firefighter was changed from a two-year to four-year age difference. This change was based on a review of the actual ages of the married retired firefighters. 3. Reduction in the average annual rate of return on the actuarial value of assets (AVA) from 6.6% in 2016 and 2017 to 5.77% in 2018 and 2019. This caused an increase in the amortization period by 1.7 years. 4. Reduction in the aggregate payroll increase from an average rate of 8.5% in 2017 to 6.9% in 2019 when compared to the assumed 3% per year rate. This caused a decrease in the amortization period of 1.3 years. 5. The remaining net increase of 0.5 in the amortization period was due to other miscellaneous plan experiences as well as a reduction in reduced plan administrative expenses. In light of the factors outlined above as well as the ongoing economic uncertainty and investment market challenges, staff is not recommending that the contribution rate be lowered to the fund. Staff recommends maintaining the City’s contribution rate at 18.5% for the following two years as contemplated in the 2017 and 2019 agreements. The funds are currently budgeted for this purpose and already assumed in the proposed budget to be delivered to City Council and continuing the rate at this level will continue to improve the overall health of the fund and provide protection against potential adverse experience in the future. RECOMMENDATION Staff recommends that the City Council proceed with approving the 2019 actuarial valuation. 713 EXHIBITS Exhibit 1- Agenda Information Sheet Exhibit 2 – Ordinance Exhibit 3 – Ordinance 2017-387 & DFRRF 2017 Actuarial Study Respectfully submitted: Cassey Ogden Director of Finance 714 ORDINANCE NO. ______________ AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING THE DENTON FIREMEN’S RELIEF AND RETIRMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Denton participates in the Texas Municipal Retirement System and the Denton Firemen’s Relief and Retirement Fund pension plans; and WHEREAS, the Denton Firemen’s Relief and Retirement Fund covers firefighters in the Denton Fire Department, and the Texas Municipal Retirement System covers all other city of Denton employees with the exception of temporary positions; and WHEREAS, due to actuarial issues the City increased its contribution rate to the Texas Municipal Retirement System over time, which provided no increase in benefits and instead reduced liabilities and improved the overall health of the plan; and WHEREAS, due to the increases in the Texas Municipal Retirement System contribution rate, the Denton Firemen’s Relief and Retirement Fund requested the same contribution rate; and WHEREAS, in 2010 the City agreed to increase the Denton Firemen’s Relief and Retirement Fund through the meet and confer process; and WHEREAS, due to changes in the demographic and investment climate, the Denton Firemen’s Relief and Retirement Fund needed to be decoupled from the Texas Municipal Retirement System contribution rate; and WHEREAS, as a result of changing demographic and investment factors, the Denton Firemen’s Relief and Retirement Fund, the City of Denton, and the Denton Firefighter’s Association entered into an agreement in 2017 intended to achieve a 100% funding ratio over a closed 25 year amortization period; and WHEREAS, the 2017 agreement also required the Denton Firemen’s Relief and Retirement Fund to conduct an actuarial analysis every two years and the City Council has the opportunity to approve each actuarial report; once the report is approved by the City Council, the City’s contribution rate will be adjusted to achieve actuarial goals; and WHEREAS, in 2019 the City and the Denton Fire Firefighters Association agreed to a new Meet & Confer agreement that incorporated all the pension provisions included in the 2017 agreement; and WHEREAS, the overall results of the actuarial report are very positive, the funded ratio has decreased from 82.1% to 80.8%, and the amortization period has been increased from 14.6 years to 18.3 years; and WHEREAS, despite the health of the fund, staff is recommending that the City’s contribution rate to the Denton Firemen’s Relief and Retirement Fund be maintained at 18.5% because of various actuarial factors impacting the fund as well as the current economic uncertainty and investment market challenges; NOW THEREFORE, 715 THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The findings and recitations contained in the preamble of this ordinance are incorporated herein by reference. SECTION 2. The City Council of the City of Denton hereby approves the Denton Firemen’s Relief and Retirement Fund Actuarial Valuation as of December 31, 2019 attached to this ordinance and incorporated herein for all purposes. 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 [___ - ___]: Aye Nay Abstain Absent 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: ______ ______ ______ ______ PASSED AND APPROVED this the _________ day of ___________________, 2020. __________________________________ CHRIS WATTS, MAYOR 716 717 Denton Firemen’s Relief and Retirement Fund Actuarial Valuation as of December 31, 2019 July 13, 2020 718 9500 Arboretum Blvd., Suite 200 Austin, Texas 78759 www.ruddwisdom.com Phone: (512) 346-1590 Fax: (512) 345-7437 Rudd and Wisdom, Inc. CONSULTING ACTUARIES Mitchell L. Bilbe, F.S.A. Evan L. Dial, F.S.A. Philip S. Dial, F.S.A. Charles V. Faerber, F.S.A., A.C.A.S. Mark R. Fenlaw, F.S.A. Brandon L. Fuller, F.S.A. Shannon R. Hatfield, A.S.A. Christopher S. Johnson, F.S.A. Oliver B. Kiel, F.S.A. Dustin J. Kim, A.S.A. Edward A. Mire, F.S.A. Rebecca B. Morris, A.S.A. Amanda L. Murphy, F.S.A. Michael J. Muth, F.S.A. Khiem Ngo, F.S.A., A.C.A.S. Timothy B. Seifert, A.S.A. Chelsea E. Stewart, A.S.A. Raymond W. Tilotta Ronald W. Tobleman, F.S.A. David G. Wilkes, F.S.A. July 13, 2020 Board of Trustees Denton Firemen’s Relief and Retirement Fund P.O. Box 2375 Denton, Texas 76202 Members of the Board of Trustees: At the request of the Board of Trustees of the Denton Firemen’s Relief and Retirement Fund, we have prepared this report of the results of the actuarial valuation of the fund as of December 31, 2019. This valuation was prepared (1) to determine the city’s contribution rate under its current funding policy, which is a modified actuarially determined contribution rate funding policy, (2) to recommend a city contribution rate for the next two years, and (3) to highlight the fund’s actuarial condition. In a separate report dated June 9, we provided the necessary disclosures for the fund’s compliance with the Governmental Accounting Standards Board (GASB) Statement No. 67 for the plan year ending December 31, 2019. Similarly, we will provide a separate report later in the year containing the pension expense, net pension liability, and disclosure information for the city’s compliance with GASB 68 for the fiscal year ending September 30, 2020. GASB 68 prescribes the city’s accounting for your fund, while this actuarial valuation report reflects the assumed continuation of the current funding policy, adopted in December 2017. We certify that we are members of the American Academy of Actuaries who meet Qualification Standards of the American Academy of Actuaries to render the actuarial opinions contained in this report. Sincerely, Mark R. Fenlaw, F.S.A. Rebecca B. Morris, A.S.A. i:\clients\fire\wd\vals\2020\denton\denton-12-31-19.docx 719 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. TABLE OF CONTENTS Section I Valuation Summary ................................................................................... 1 Section II Key Results of the Actuarial Valuation ................................................... 8 Section III Benefit Improvements ............................................................................. 10 Exhibit 1 Distribution of Firefighters by Age and Service ................................... 11 Exhibit 2 Summary of Pensioner Data ................................................................... 12 Exhibit 3 Firefighter and Pensioner Reconciliation .............................................. 13 Exhibit 4 Breakdown of Pensioners by Monthly Benefit Amounts ..................... 14 Exhibit 5 Historical Comparison of Actuarial Accrued Liability and Actuarial Value of Assets ........................................................................ 15 Exhibit 6 Summary of Asset Data ........................................................................... 16 Exhibit 7 Statement of Changes in Assets .............................................................. 17 Exhibit 8 Development of Actuarial Value of Assets ............................................ 18 Exhibit 9 Historical Comparison of Market and Actuarial Value of Assets ......................................................................................................... 19 Exhibit 10 Comparison of Market Value Asset Allocation as of the Prior and Current Actuarial Valuation Dates ...................................... 20 Exhibit 11 Actuarial Methods and Assumptions ..................................................... 21 Exhibit 12 Disability Rates, Termination Rates, and Compensation Increases .................................................................................................... 25 Exhibit 13 Definitions ................................................................................................. 26 Exhibit 14 Summary of Present Plan ........................................................................ 28 Appendix A Review of the Actuarial Economic Assumptions .................................. 30 720 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 1 Section I Valuation Summary An actuarial valuation of the assets and liabilities of the Denton Firemen’s Relief and Retirement Fund as of December 31, 2019 has been completed. The valuation was based on the Present Plan (plan effective January 1, 2011) and the provisions of the Texas Local Fire Fighters’ Retirement Act (TLFFRA) which were in effect on December 31, 2019. Section II shows the summary of key results of the actuarial valuation as of December 31, 2019 and discusses the significant changes since the prior valuation that we prepared as of December 31, 2017. Following the December 31, 2017 actuarial valuation, the city’s funding policy for the fund was made a part of the new Meet and Confer Agreement effective October 1, 2019. The funding policy is a modified actuarially determined contribution rate (ADCR) which began in December 2017. Under that policy, the city’s initial contribution rate was set at 18.5% and is to be re-evaluated following every actuarial valuation. The funding policy has the intent of paying off the unfunded actuarial accrued liability (UAAL) over a closed 25-year period or sooner. The policy language implies that the rate should stay at 18.5% for at least the first five years, even if the ADCR is less than 18.5%, in order to pay down the UAAL. A key requirement of the policy is city approval of any change to the contribution level. The funding policy begins with the 18.5% city contribution rate, has an ADCR over a closed 25-year period we assume began January 1, 2018, but in no event will the city contribution rate be less than the TMRS for the other city employees. The ADCR over the 23 years remaining in the closed period of December 31, 2019 is 17.23% based on this actuarial valuation. The TMRS rate for the year beginning January 1, 2021 is 17.79%. We recommend continuation of the current 18.5% city contribution rate. Assuming the city continues contributing a level 18.5% each year for the long term, we actuarially determined the UAAL amortization period. With the assumed continuous future 18.5% city contribution rate, there would be a total contribution rate each year of 31.1%, comprised of 12.6% by the firefighters and 18.5% by the city. The total contribution rate of 31.1% exceeds the normal cost rate of 22.33%, leaving 8.77% available to amortize the UAAL of $23,333,103. Assuming that the total payroll increases at the rate of 3% per year in the future, the contributions in excess of the normal cost would be expected to amortize the UAAL in 18.3 years. There are several reasons that support the city planning to keep its contribution rate at 18.5%: • Continuing to contribute 18.5% each year would accelerate both the amortization of the UAAL and an increase in the funded ratio. This would increase the likelihood that those metrics would become closer to those of the TMRS plan (TMRS has a 721 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 2 15.6-year amortization period and 84.6% funded ratio compared to the above 18.3- year amortization period assuming a level 18.5% contribution rate and an 80.8% funded ratio for the fund, both plans measured as of December 31, 2019.) • It would hedge against potential future adverse experience, such as the investment experience in 2018 and so far in 2020, or any potential future changes in assumptions. • It would better position the fund to provide an ad hoc increase in the monthly benefit for retirees at some future date without a rate increase. The city should also consider contributing more to the retirement plan for its firefighters than to TMRS every year for these reasons: 1. Low firefighter turnover – Their lower turnover than other city employees means that a higher percent of firefighters will ultimately qualify for a retirement benefit than other city employees. As a result, their benefits cost more as a percent of pay. 2. Physical demands of the job – Because of this, firefighters tend to retire at earlier ages than other city employees. As a result, their benefits cost more as a percent of pay because they are paid over a longer period of retirement. 3. Post-retirement increases – Retirees in TMRS have for years been getting annual increases in their monthly benefits based on 70% of the CPI while retired firefighters haven’t had an increase since 2008, a modest 2% increase. 4. Employee contribution rates – Firefighters contribute 12.6% of their pay to the fund while other city employees contribute only 7% to TMRS. In order for a retirement plan to have an adequate contribution arrangement, contributions must be made that are sufficient to pay the plan’s normal cost and to amortize the plan’s UAAL over a reasonable period of time. Based on the current Texas Pension Review Board (PRB) pension funding guidelines, our professional judgment, and the actuarial assumptions and methods used in making this valuation, we consider periods of 10 years to 25 years to be preferable and 30 years to be the maximum acceptable period. Since the total assumed contributions are sufficient to pay the fund’s normal cost and to amortize the fund’s UAAL in 18.3 years, we are of the opinion that the fund, based on present levels of benefits and assumed contributions has an adequate contribution arrangement. Section III presents considerations for future benefit improvements. Projected Actuarial Valuation Results In addition to completing this actuarial valuation, we estimated the amortization periods as of December 31, 2021 and as of December 31, 2023 by making projections from the December 31, 2019 actuarial valuation and assuming a fixed city contribution rate of 18.5% 722 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 3 until the UAAL is amortized. These projections examine the effect on the amortization period in the next two actuarial valuations of the actuarial investment gains and losses that the fund experienced in the four years prior to the valuation date (loss in 2018 and gains in 2016, 2017, and 2019) that have been only partially recognized as of December 31, 2019. As shown in Exhibit 8, a smoothing method is used to determine the actuarial value of assets (AVA) for this valuation. This method phases in over a five-year period any investment gains or losses (net actual investment return greater or less than the actuarially assumed investment return) that the fund has had. The AVA used in this current valuation is deferring recognition of various portions of the gains and losses in 2016-2019 that the fund experienced. The AVA used in this valuation is $98,109,262. The market value of assets (MVA) is $103,815,795. The $5.7 million difference between the MVA and the AVA is the net deferred gain over the past four years that will be recognized in the next two actuarial valuations. The theory behind the AVA method is to allow time for investment gains and losses to partially offset each other and thereby dampen the volatility associated with the progression of the MVA over time. In practice, the timing and amounts of investment gains and losses can result in irregular effects on the AVA in a given year. However, as intended, the pattern of the AVA is smoother over time than the pattern of the MVA, as seen in Exhibit 9. For the purpose of projecting the amortization period through 2023 we used six scenarios of various assumed annual rates of investment return, net of investment-related expenses, over the 2020-2023 projection period. These projections show the expected effects over the next four years after the valuation date (1) of the recognition of the portions of the investment gains and losses over the past four years that are deferred as of December 31, 2019, and (2) of investment returns over the next four years different from the 6.75% assumption used in this valuation. Scenario 1 2 3 4 5 6 Assumed Investment Return for Calendar Year 2020 2021 2022 2023 2024 and later 6.75% 6.75 6.75 6.75 6.75 -4.00% 10.00 6.75 6.75 6.75 -4.00% 6.75 6.75 6.75 6.75 -4.00% 4.00 10.00 10.00 6.75 0.00% 0.00 6.75 6.75 6.75 0.00% 0.00 4.00 4.00 6.75 Amortization Period in Years as of December 31: 2019 (actual) 2021 (projected) 2023 (projected) 18.3 12.6 8.6 18.3 16.8 15.6 18.3 17.5 17.9 18.3 18.1 17.6 18.3 17.0 19.0 18.3 17.0 21.1 723 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 4 The projected amortization period as of December 31, 2023 in Scenario 1 (no investment gains or losses) reveals that instead of decreasing by the expected four years from 18.3 years to 14.3 years, the amortization period is projected to decrease to 8.6 years. The bigger reduction is due to the $5.7 million net deferred gain. One of the characteristics of a relatively well-funded plan like yours is that the amortization period is sensitive to investment gains and losses. For example, Scenario 3 is the same as Scenario 1 except for a projected rate of return of -4% for calendar year 2020. The one adverse year, without any investment gains or losses in the next three years, would result in a projected amortization period of 17.9 years as of December 31, 2023, which is 9.3 years greater than the projected amortization period of 8.6 years in Scenario 1. Scenarios 2-6 assume two different adverse investment results for 2020 due to the negative effects of the pandemic on global markets and a variety of returns in the three years following. The funding policy with its initial 25-year closed amortization period would seek amortization periods no greater than 21 years as of December 31, 2021 and no greater than 19 years as of December 31, 2023. Only Scenario 6 would result in a need to increase the city contribution rate. The $5.7 million net deferred gain will be recognized in the next two biennial actuarial valuations and will partially offset adverse investment experience. We do not know what the investment experience will be for each of the next four calendar years. Variations in experience from the underlying assumptions, other than investment return, will cause the actual amortization periods to be different from the periods shown above, but investment experience will be the biggest influence on future actuarial valuations. In addition, the future investment experience in each of the next four years could be better or worse than the assumed rates shown. These scenarios present a range of scenarios for the next two valuations assuming no changes in contribution rates and benefits. Participant and Asset Data We have relied on and based our valuation on the active firefighter data, pensioner data, and asset data provided on behalf of the board of trustees by Gary Calmes, who provides administrative services for the board of trustees. We have not audited the data provided but have reviewed it for reasonableness and consistency relative to the data provided for the December 31, 2017 actuarial valuation. Exhibit 1 is a distribution of the active firefighters by age and service. The assumed 2020 salaries used for projecting future contributions and benefits in the valuation were based on the actual pay for the 2019 calendar year, adjusted by 3.5% to reflect the net effect of the variable pay increases effective in April 2019 and April 2020. The total of these salaries is our assumed annualized covered payroll for the plan year beginning January 1, 2020 and is used to determine the UAAL amortization period with the assumed continuation of the 18.5% city 724 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 5 contribution rate. The averages of the assumed salaries for the 2020 plan year are shown in Exhibit 1. Exhibit 2 contains summary information on the pensioners. The monthly benefit payments are generally based on the amounts paid in January 2020. Exhibit 3 is a reconciliation of firefighters and pensioners from December 31, 2017 to December 31, 2019. Exhibit 4 shows a breakdown of the dollar amount of the monthly benefits for retirees and surviving spouses. Exhibit 5 shows a historical comparison of the actuarial accrued liability and the actuarial value of assets. The summary of assets contained in Exhibit 6 is based on the December 31, 2019 market value of assets contained in the information received from the board. This exhibit also shows a comparison with the market values and actuarial values of assets as of December 31, 2017 and December 31, 2019. Exhibit 7 contains the statement of changes in assets for 2019 and 2018. Exhibit 8 shows the development of the actuarial value of assets. Exhibit 9 shows a historical comparison between the market value and actuarial value of assets. A comparison of the market value asset allocation by asset class as of December 31, 2017 and December 31, 2019 is shown in Exhibit 10. Assumptions As a part of each actuarial valuation, we review the actuarial assumptions used in the prior actuarial valuation. As a result of our review, we have selected actuarial assumptions we consider to be reasonable and appropriate estimates of future experience for the fund for the long-term future. Their selection complies with the applicable actuarial standards of practice. Significant actuarial assumptions used in the valuation are: 1. 6.75% annual investment return net of investment-related expenses; 2. 3% annual general compensation increase plus promotion, step, and longevity increases which average 1.98% per year over a 30-year career; 3. Retirement rates which result in an average expected age at retirement of 57.0; and 4. PubS-2010 (safety employees) total dataset mortality tables projected for mortality improvement using scale MP-2019. The following actuarial assumption changes have been made, and the new assumptions are compared to those used in the December 31, 2017 valuation: 1. We changed the administrative expenses from 0.55% to 0.50% of payroll based on the average historical relationship in the last four years, adjusted for a recent increase in pay for the plan administrator. We believe this assumption is more reasonable for the long-term future. 725 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 6 2. The mortality assumption was changed from the RP-2000 Combined Healthy Mortality Tables projected to 2024 with Scale AA to the PubS-2010 (safety employees) total dataset mortality tables for employees and for retirees, projected for mortality improvement generationally using the projection scale MP-2019. The rationale for the change is to use the results of a new, first-ever study of the mortality of public employee pension plan participants by the Society of Actuaries. The new mortality assumption is more appropriate for the fund for the long-term future than the prior assumption. 3. The assumed spouse age of a retiring firefighter was changed from a two-year to four-year age difference. This change was based on a review of the actual ages of the married retired firefighters. The effect of these changes in assumptions on the UAAL amortization period is identified in Section II. A summary of all the assumptions and methods used in the valuation is shown in Exhibits 11 and 12. In our opinion, the assumptions used, both in the aggregate and individually, are reasonably related to the experience of the fund and to reasonable expectations. The assumptions represent a reasonable estimate of anticipated experience of the fund over the long-term future. Other Supporting Exhibits Exhibit 13 contains definitions of terms used in this actuarial valuation report. Exhibit 14 summarizes the plan provisions of the Present Plan. Funding Policy for the City After negotiations in 2017 among representatives from the city manager’s office, the board of trustees, and the Denton Fire Fighters Association, an agreement was reached to amend the prior Meet and Confer Agreement. Final approval by the city council occurred in December 2017. The same language was included in the new Meet and Confer Agreement effective October 1, 2019. The city’s funding policy for the fund is a modified actuarially determined contribution rate (ADCR) policy summarized below. • The funding policy is intended to fully pay off the UAAL over a closed 25-year amortization period that we assume began January 1, 2018. • The city began contributing 18.5% of compensation in late December 2017. • Each subsequent actuarial valuation for the board will include the modified ADCR for the city’s review. 726 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 7 • If the actuarial valuation and modified ADCR are determined to be reasonable by the city, the city’s contribution rate will be adjusted to the new modified ADCR beginning on the next October 1st. • However, the contribution rate will not be lower than the initial 18.5% until the amortization period is 20 years or less. • Two minimum constraints for the modified ADCR are that it will not be less than the city’s TMRS rate or the minimum rate under TLFFRA. • Any change to the contribution level is subject to final approval by the city. Variability in Future Actuarial Measurement Future actuarial measurements may differ significantly from the current measurements presented in this report due to such factors as the following: • Plan experience differing from that anticipated by the current economic or demographic assumptions; • Increases or decreases expected as part of the natural operation of the methodology used for these measurements; • Changes in economic or demographic assumptions; and • Changes in plan provisions. Analysis of the potential range of such future measurements resulting from the possible sources of measurement variability was provided in the projected amortization periods for the next two biennial actuarial valuations under six scenarios. These projections were designed to assess the risk of variance of potential future investment rates of return in the four years following the actuarial valuation date from the assumed 6.75% rate and the potential effect on the amortization period. Additional or other sensitivity analysis could be performed in a subsequent report if desired by the board of trustees. Respectfully submitted, RUDD AND WISDOM, INC. Mark R. Fenlaw Rebecca B. Morris Fellow, Society of Actuaries Associate, Society of Actuaries Member, American Academy of Actuaries Member, American Academy of Actuaries 727 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 8 Section II Key Results of the Actuarial Valuation December 31, December 31, 20171 2019 1. Actuarial present value of future benefits a. Those now receiving benefits or former firefighters entitled to receive benefits b. Firefighters c. Total 2. Actuarial present value of future normal cost contributions 3. Actuarial accrued liability (Item 1c – Item 2) 4. Actuarial value of assets 5. Unfunded actuarial accrued liability (UAAL) (Item 3 - Item 4) 6. Contributions (percent of pay) a. Firefighters b. City of Denton2 c. Total 7. Normal cost (percent of payroll) 8. Percent of payroll available to amortize the UAAL (Item 6c - Item 7) 9. Annualized covered payroll 10. Present annual amount available to amortize the UAAL (Item 8 x Item 9) 11. Actuarially determined period to amortize the UAAL based on Item 6b 12. Funded ratio (Item 4 ÷ Item 3)3 $ 39,792,196 106,446,377 $ 146,238,573 $ 43,392,645 $ 102,845,928 $ 84,410,626 $ 18,435,302 12.60% 18.50% 31.10% 21.77% 9.33% $ 17,624,493 $ 1,644,365 14.6 years 82.1% $ 44,259,778 127,238,142 $ 171,497,920 $ 50,055,555 $ 121,442,365 $ 98,109,262 $ 23,333,103 12.60% 18.50% 31.10% 22.33% 8.77% $ 20,151,687 $ 1,767,303 18.3 years 80.8% 1 All items are from the December 31, 2017 actuarial valuation and reflect the Present Plan. 2 For both actuarial valuations, 18.5% is the initial contribution rate in the new funding policy, and was assumed to continue. 3 The funded ratio is not appropriate for assessing either the need for or the amount of future contributions or the adequacy of the assumed contribution rates. Using the market value of assets instead of the actuarial value of assets for Item 12 would have resulted in funded ratios of 83.0% as of December 31, 2017 and 85.5% as of December 31, 2019. The best indicator of the fund’s health is Item 11. 728 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 9 Change in the Actuarially Determined Amortization Period The amortization period, based on the Present Plan provisions, was determined in the actuarial valuation as of December 31, 2017, to be 14.6 years. Since two years have passed since that valuation date, a 12.6-year amortization period would be expected if all actuarial assumptions had been exactly met, no changes had occurred (other than those expected) in the firefighter and pensioner data, and no changes in assumptions or methods or funding policy had been made. The amortization period is now 18.3 years based on the same plan provisions. The actual experience occurring between December 31, 2017 and December 31, 2019 differed from the expected experience, and in combination with the changes in assumptions, the resulting amortization period is 18.3 years, which is 5.7 years more than the expected 12.6-year period for the following reasons: 1. The average annual rate of investment return, net of investment-related expenses, on the market value of assets during the two plan years 2018 and 2019 was 8.24%. However, the actuarial value of assets (AVA) used in the valuation and the determination of the amortization period is based on an adjusted market value. The average annual rate of return on the AVA, net of investment-related expenses, for plan years 2018 and 2019 was 5.77% compared to the assumed rate of return for those years of 6.75%. This caused an increase in the amortization period of 1.7 years. 2. The aggregate payroll increased at an average rate of 6.9% per year, compared to the assumed 3% per year rate, which caused the amortization period to decrease by 1.3 years. 3. The net result of all experience other than the investment experience and the aggregate payroll experience had the combined effect of increasing the amortization period by 0.6 of a year. This was primarily the result of greater-than-expected pay increases in the last two years. 4. The result of the change in the mortality assumption resulted in an increase in the amortization period of 4.8 years. 5. The reduction in the assumed administrative expenses as a percent of payroll caused the amortization period to decrease by 0.1 of a year. 729 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 10 Section III Benefit Improvements The funding policy in the Meet and Confer Agreement effective October 1, 2019 in Section 4 of Article 12 says that there will be no benefit enhancements until after September 30, 2023. There are probably a variety of opinions among the board members about what conditions should be met before there are any benefit enhancements. However, one significant consideration is that there has been no ad hoc increase for the retirees since a 2% increase in 2008. In contrast, the retirees in the TMRS plan have received an increase each January for many years based on 70% of the increase in the CPI. In the future when benefit improvements are to be implemented, the board would need to follow the requirements of Section 7 of TLFFRA, which requires the approval of the firefighters, the board, and the board’s actuarial firm before any benefit changes can be implemented. As a part of that process, Section F(2) of the plan document should be amended to make it consistent with the proposed benefit enhancement. The current language was designed in the 1990s and requires that 25% of any benefit enhancements be for the retirees. If the city decides to continue contributing at the rate of 18.5% or at some other rate that could reasonably be assumed to be stable, then we offer for your consideration a strategy for future benefit improvements. The idea is to coordinate periodic benefit improvements with favorable experience so that the recommended city contribution rate based on the city’s funding policy would not be increased and so that the resulting actuarially determined UAAL amortization period would be acceptable to the board and to the city. 730 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 11 Exhibit 1 Distribution of Firefighters by Age and Service on December 31, 2019 with Average Annual Salary Years of Service Age Total Average Salary Under 25 25-29 30-34 35-39 40-44 45-49 50-54 55-59 60 or Over 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20-24 25-29 30-34 35+ Totals 0 3 0 1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 4 1 4 5 2 3 0 2 2 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 19 1 4 6 4 6 0 5 1 5 0 0 0 0 2 0 0 0 0 0 0 0 0 0 0 34 0 2 1 4 3 2 1 6 2 2 1 3 2 2 3 0 2 0 0 0 0 0 0 0 36 0 0 0 0 1 0 0 1 1 0 0 1 1 6 6 3 3 3 0 2 4 0 0 0 32 0 0 0 0 0 0 0 0 0 0 0 1 0 5 3 1 2 0 5 0 19 4 0 0 40 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 2 0 16 5 3 0 27 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 2 0 2 0 4 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 2 3 2 13 12 11 13 2 8 10 8 2 1 5 3 15 12 4 7 4 7 2 41 9 6 2 199 $70,000 71,539 75,810 82,531 79,506 89,994 94,073 96,406 93,003 102,600 115,138 104,233 89,571 104,976 104,650 112,577 115,413 108,952 104,847 100,519 114,316 137,281 137,070 137,680 $101,265 Average $74,003 $85,532 $104,160 $117,279 $144,051 Salary $79,924 $94,667 $115,080 $121,511 $101,265 Average age 40.5 Average years of service 13.0 Average age at hire 27.5 731 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 12 Exhibit 2 Summary of Pensioner Data Type of Benefit Pensioner Data Used in December 31, 2019 Valuation Number of Recipients Total Monthly Benefit Payments Service Retirement1 Disability Retirement Vested Terminated (Deferred)2 Surviving Spouse Surviving Child Total 72 0 3 13 2 90 $ 282,208 0 5,869 36,156 1,298 $ 325,531 Type of Benefit Comparison of Pensioner Count by Type as of The Prior and Current Actuarial Valuations December 31, 2017 New Ceased December 31, 2019 Service Retirement1 Disability Retirement Vested Terminated (Deferred) Surviving Spouse Surviving Child Total 70 0 3 11 3 87 +7 0 +2 +3 0 +12 (5) 0 (2) (1) (1) (9) 72 0 3 13 2 90 1 Includes three alternate payees receiving benefits according to the terms of a Qualified Domestic Relations Order. 2 Monthly benefit payments are deferred to begin at terminated firefighter’s future retirement date. 732 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 13 Exhibit 3 Firefighter and Pensioner Reconciliation Firefighters Current Payment Status Vested Terminated Firefighters Total 1. As of December 31, 2017 2. Change of status a. retirement b. disability c. death d. survivor payment begins e. withdrawal f. vested termination g. completion of payment h. QDRO alternate payee i. net changes 3. New firefighters 4. As of December 31, 2019 189 (5) 0 0 0 (8) (2) 0 0 (15) 25 199 84 1 7 0 (6) 3 0 0 (1) 0 3 0 87 1 3 (2) 0 0 0 0 2 0 0 0 0 3 276 0 0 (6) 3 (8) 0 (1) 0 (12) 25 289 1 Includes three alternate payees receiving benefits according to the terms of a Qualified Domestic Relations Order (QDRO). 733 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 14 Under $2,001 15% $2,001-$4,000 38% $4,001-$6,000 30% Over $6,000 17% Exhibit 4 Breakdown of Pensioners by Monthly Benefit Amounts as of December 31, 2019 Under $2,001 39% $2,001-$4,000 38% $4,001-$6,000 15% Over $6,000 8% Retirees Surviving Spouses Under $2,001 $2,001-$4,000 $4,001-$6,000 Over $6,000 734 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 15 Exhibit 5 Historical Comparison of Actuarial Accrued Liability and Actuarial Value of Assets (Present Plan Valuations as of December 31) $ in Millions 81% 82% 81% 72% 77% 735 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 16 Exhibit 6 Summary of Asset Data Asset Type Market Value as of December 31, 2019 Allocation As a Percent of Grand Total Equities U.S. Large Cap U.S. Small/Mid Cap International Total Alternatives Real Estate MLP’s/Royal Trusts Total Fixed Income U.S. Treasury & Agency Bonds Corporate Bonds Total Cash Equivalents Grand Total $39,482,531 8,193,831 7,615,200 55,291,562 12,988,907 5,565,718 18,554,625 12,387,550 3,793,590 16,181,140 13,788,468 $103,815,7951 38.0% 7.9 7.3 53.2 12.5 5.4 17.9 11.9 3.7 15.6 13.3 100.0% 1 The grand total is the audited amount. All of the invested amounts were determined from the coordination of the investment consultant’s report and the audited financial report, both of which were provided by the plan administer, Mr. Gary Calmes. The cash equivalents amount is the cash equivalents net of the receivables and liabilities in the audited financial report. Comparison of Asset Values as of the Prior and Current Actuarial Valuation Dates Market Value Actuarial Value Actuarial Value as a Percent of Market Value December 31, 2017 $85,388,283 $84,410,626 98.9% December 31, 2019 $103,815,795 $98,109,262 94.5% 736 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 17 Exhibit 7 Statement of Changes in Audited Assets for the Years Ended December 31, 2019 and 2018 12/31/2019 12/31/2018 Additions 1. Contributions a. Employer $ 3,639,740 $ 3,434,007 b. Employees 2,478,958 2,338,837 c. Total $ 6,118,698 $ 5,772,844 2. Investment Income a. Interest and dividends $ 3,659,547 $ 2,751,874 b. Net appreciation in fair value 11,658,482 (2,742,313) c. Total $ 15,318,029 $ 9,561 3. Other Additions 1,704 0 Total Additions $ 21,438,431 $ 5,782,405 Deductions 4. Benefit Payments a. Monthly benefits $ 3,781,902 $ 3,709,324 b. Lump-sum benefits 425,073 346,532 c. Total $ 4,206,975 $ 4,055,856 5. Expenses a. Investment-related $ 178,458 $ 192,709 b. General administrative 71,427 87,899 c. Total $ 249,885 $ 280,608 Total Deductions $ 4,456,860 $ 4,336,464 Net Increase in Assets $ 16,981,571 $ 1,445,941 Market Value of Assets (Fiduciary Net Position) Beginning of Year $ 86,834,224 $ 85,388,283 End of Year $ 103,815,795 $ 86,834,224 Rate of Return Net of All Expenses 17.17% (0.31)% Net of Investment-Related Expenses 17.25% (0.21)% Gross 17.48% 0.01% Investment-Related Expenses 0.23% 0.22% 737 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 18 Exhibit 8 Development of Actuarial Value of Assets Calculation of Actuarial Investment Gain/(Loss) Based on Market Value for Plan Years Ending December 31 2019 2018 2017 2016 1. Market Value of Assets as of Beginning of Year 2. Firefighter Contributions 3. City Contributions 4. Benefit Payments and Administrative Expenses1 5. Expected Investment Return2 6. Expected Market Value of Assets as of End of Year 7. Actual Market Value of Assets as of End of Year 8. Actuarial Investment Gain/(Loss) 9. Market Value Rate of Return Net of Expenses 10. Rate of Actuarial Investment Gain/(Loss) $86,834,224 2,478,958 3,639,740 (4,278,402) 5,923,420 94,597,940 103,815,795 9,217,855 17.25% 10.50% $85,388,283 2,338,837 3,434,007 (4,143,755) 5,818,691 92,836,063 86,834,224 (6,001,839) (0.21)% (6.96)% $75,304,750 2,142,990 2,979,807 (3,832,498) 5,126,618 81,721,667 85,388,283 3,666,616 11.58% 4.83% $67,976,717 1,997,155 2,759,844 (4,364,181) 4,601,686 72,971,221 75,304,750 2,333,529 10.17% 3.42% 1 Administrative expenses are included because the investment return assumption was net of investment-related expenses for those years. 2 Assuming uniform distribution of contributions and payments during the plan year; actuarially assumed investment return was 6.75%. Deferred Actuarial Investment Gains/Losses to be Recognized in Future Years Plan Year Investment Gain/(Loss) Deferral Percentage Deferred Gain/(Loss) as of 12/31/2019 2019 2018 2017 2016 Total $9,217,855 (6,001,839) 3,666,616 2,333,529 80% 60% 40% 20% $ 7,374,284 (3,601,103) 1,466,646 466,706 $ 5,706,533 Actuarial Value of Assets as of December 31, 2019 11. Market Value of Assets as of December 31, 2019 12. Deferred Gain/(Loss) to be Recognized in Future 13. Preliminary Value (Item 12 – Item 13) 14. Corridor for Actuarial Value of Assets a. 90% of Market Value as of December 31, 2019 (minimum) b. 110% of Market Value as of December 31, 2019 (maximum) 15. Actuarial Value as of December 31, 2019 16. Write Up/(Down) of Assets (Item 15 – Item 11) $ 103,815,795 5,706,533 $ 98,109,262 $ 93,434,216 $ 114,197,375 $ 98,109,262 $ (5,706,533) 738 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 19 Exhibit 9 Historical Comparison of Market and Actuarial Value of Assets (Valuation as of December 31) 50 60 70 80 90 100 110 12/31/2011 12/31/2013 12/31/2015 12/13/2017 12/31/2019 Market Value Actuarial Value $ in Millions 739 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 20 Equities 49% Cash & Equivalent 16% Fixed Income 14% Alternatives 21% December 31, 2017 Equities 53% Cash & Equivalent 13% Fixed Income 16% Alternatives 18% December 31, 2019 Exhibit 10 Comparison of Market Value Asset Allocation as of the Prior and Current Actuarial Valuation Dates 740 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 21 Exhibit 11 Actuarial Methods and Assumptions A. Actuarial Methods 1. Actuarial Cost Method The Entry Age Actuarial Cost Method is an actuarial cost method in which the actuarial present value of projected benefits of each active firefighter included in the valuation is allocated as a level percentage of compensation between age at hire and assumed termination. Each active firefighter’s normal cost is the current annual contribution in a series of annual contributions which, if made throughout the firefighter’s total period of employment, would fund his expected benefits. Each firefighter’s normal cost is calculated to be a constant percentage of his expected compensation in each year of employment. The normal cost for the fund is the sum of the normal costs for each active firefighter for the year following the valuation date. The normal cost as a percent of payroll reflects that contributions are made biweekly. The fund’s actuarial accrued liability is the excess of the actuarial present value of projected benefits over the actuarial present value of all future remaining normal cost contributions. The unfunded actuarial accrued liability (UAAL) is the amount by which the actuarial accrued liability exceeds the actuarial value of assets. The UAAL is recalculated each time a valuation is performed. Experience gains and losses, which represent deviations of the UAAL from its expected value based on the prior valuation, are determined at each valuation and are amortized as part of the newly calculated UAAL. 2. Amortization Method The UAAL is assumed to be amortized with level percentage of payroll contributions (total assumed contribution rate less normal cost contribution rate) based on assumed payroll growth of 3% per year. The actuarial determination of the amortization period reflects that contributions are made biweekly, as does the actuarially determined UAAL amortization contribution rate with the closed amortization period. 3. Actuarial Value of Assets Method All assets are valued at market value with an adjustment made to uniformly spread actuarial gains or losses (as measured by actual market value investment return vs. expected market value investment return) over a five-year period. The total adjustment amount shall be limited as necessary such that the actuarial value of assets shall not be less than 90% of market value nor greater than 110% of market value. See Exhibit 6. 741 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 22 B. Actuarial Assumptions As a part of each actuarial valuation, we review the actuarial assumptions used in the prior actuarial valuation. The investment return assumption is reviewed using the building block approach that includes several asset allocations, assumed real rates of return for each asset class, an assumed rate of investment-related expenses, and an assumed rate of inflation, with all assumptions for the long-term future. Our economic assumptions are influenced both by long-term historical experience and by future expectations of investment consultants and economists, but we select the economic assumptions and discuss them with the board before completing the actuarial valuation. See our review of the economic assumptions in Appendix A. We review the termination and retirement experience since the prior valuation and periodically look back more than two years. We also periodically review the average salaries by years of service to get insights into the promotion, step, and longevity compensation patterns for the purpose of reviewing our compensation increase assumption. For the mortality assumptions, we use an appropriate published mortality table with projections for improvement beyond the valuation date. We are guided in our review and selection of assumptions by the relevant actuarial standards of practice. As a result of our review, we have selected actuarial assumptions we consider to be reasonable and appropriate for the fund for the long-term future. 1. Investment Return 6.75% per year net of investment-related expenses. 2. Inflation 2.5% per year included in compensation increases and investment return assumptions. 3. Mortality Rates PubS-2010 (public safety) total dataset mortality tables for employees and for retirees (sex distinct), projected for morality improvement generationally using the projection scale MP-2019. 4. Compensation Increases General increases of 3% per year (2.5% inflation plus 0.5% productivity) in combination with promotion, step, and longevity increases that average 1.98% per year over a 30-year career. See Exhibit 12. 742 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 23 5. Retirement Rates Age Rate per Year for Firefighters Eligible to Retire 50-53 54-58 59-61 62-64 65 5% 15 30 50 100 The average expected retirement age for firefighters under age 50 based on these rates is 57.0. 6. RETRO DROP Election a. Percent of firefighters eligible electing RETRO DROP: 100% of service retirements eligible to elect at least a 12-month lump sum. b. Months assumed for lump sum: Maximum they are eligible for, up to 48 months. 7. Termination Rates See Exhibit 12. 8. Disability Rates See Exhibit 12. 9. Reduction in Benefit after 2½ Years of Disability Retirement 45% weighted average reduction in benefit. 10. Percent Married 90% of the firefighters are assumed to be married at retirement, disability, or death while employed, with male firefighters having a spouse four years younger and female firefighters having a spouse four years older. We use actual spouse data once a monthly benefit is being paid. 743 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 24 11. Payment Form for Retirement Benefits Due to Service Retirement, Disability Retirement, or Vested Termination • Joint and 2/3 to surviving spouse for the 90% assumed to be married • Life annuity for the 10% assumed to be single To the extent optional forms of payment are elected and the amounts are determined under an actuarial basis which differs from the basis used in the valuation, actuarial gains or losses will occur. These gains or losses are expected to be very small and will be recognized through the valuation process for those retiring since the prior valuation who made an optional election. 12. Surviving Child’s Death Benefit None are assumed as a result of future deaths. 13. Firefighters’ Contribution Rate 12.60% of covered pay. 14. City’s Assumed Contribution Rate For the scenarios with an actuarially determined amortization period for the UAAL, 18.50% of covered payroll for as long as the actuarially determined period. 15. Covered Payroll for First Year Following Valuation Date Actual (or annualized) pay for 2019 with an adjustment of 3.5% for each firefighter to reflect the average effect of the variable general pay increases effective in April 2019 and April 2020. 16. Administrative Expenses The expenses paid by fund assets for other than investment-related expenses are assumed to be 0.50% of payroll. The normal cost rate as a percent of payroll is assumed to be 0.50% of payroll higher to reflect these expenses. 744 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 25 Exhibit 12 Disability and Termination Rates per 1,000 Active Members Compensation Increases by Years of Service Disability Rates Termination Rates Compensation Increases Attained Age Rate Years of Service Rate Years of Service Increase Percent 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 & Over 0.14 0.15 0.16 0.17 0.18 0.19 0.21 0.23 0.25 0.28 0.31 0.35 0.40 0.45 0.49 0.52 0.54 0.57 0.62 0.73 0.92 1.14 1.32 1.48 1.73 2.09 2.55 2.98 3.34 3.62 3.79 3.92 4.04 4.24 4.56 0.00 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 & Over 60 54 48 42 37 32 27 24 21 19 17 14 12 11 10 9 9 8 8 8 0 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 & Over 9.18% 9.18 9.18 9.18 9.18 6.09 6.09 6.09 6.09 6.09 6.09 6.09 6.09 6.09 6.09 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 3.00 745 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 26 Exhibit 13 Definitions 1. Actuarial Accrued Liability That portion, as determined by the particular actuarial cost method used, of the Actuarial Present Value of future pension plan benefits as of the Valuation Date that is not provided for by the Actuarial Present Value of future Normal Costs. 2. Actuarial Assumptions Assumptions as to the occurrence of future events affecting pension costs, such as: mortality, termination, disablement and retirement; changes in compensation; rates of investment earnings and asset appreciation; and other relevant items. 3. Actuarially Equivalent Of equal Actuarial Present Value, determined as of a given date with each value based on the same set of Actuarial Assumptions. 4. Actuarial Gain (Loss) A measure of the difference between actual experience and that expected based on the Actuarial Assumptions during the period between two Actuarial Valuation dates, as determined in accordance with the particular actuarial cost method used. 5. Actuarial Present Value The value of an amount or series of amounts payable or receivable at various times, determined as of a given date (the Valuation Date) by the application of the Actuarial Assumptions. 6. Actuarial Valuation The determination, as of a Valuation Date, of the Normal Cost, Actuarial Accrued Liability, Actuarial Value of Assets and related Actuarial Present Values for a pension plan. 7. Actuarial Value of Assets The value of cash, investments and other property belonging to a pension plan, as determined by a method and used by the actuary for the purpose of an Actuarial Valuation. 746 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 27 8. Entry Age Actuarial Cost Method An actuarial cost method under which the Actuarial Present Value of the Projected Benefits of each individual included in the Actuarial Valuation is allocated as a level percentage of earnings between entry age and assumed termination. The portion of this Actuarial Present Value allocated to a valuation year is called the Normal Cost. The portion of this Actuarial Present Value not provided for at a Valuation Date by the Actuarial Present Value of future Normal Costs is called the Actuarial Accrued Liability. Under this method, Actuarial Gains (Losses), as they occur, reduce (increase) the Unfunded Actuarial Accrued Liability. 9. Plan Year A 12-month period beginning January 1 and ending December 31. 10. Normal Cost That portion of the Actuarial Present Value of pension plan benefits that is allocated to a valuation year by the actuarial cost method. 11. Projected Benefits Those pension plan benefit amounts that are expected to be paid at various future times according to the Actuarial Assumptions, taking into account such items as the effect of advancement in age and past and anticipated future qualified service. 12. Overfunded Actuarial Accrued Liability The excess, if any, of the Actuarial Value of Assets over the Actuarial Accrued Liability. 13. Unfunded Actuarial Accrued Liability The excess, if any, of the Actuarial Accrued Liability over the Actuarial Value of Assets. 14. Valuation Date The date upon which the Normal Cost, Actuarial Accrued Liability and Actuarial Value of Assets are determined. Generally, the Valuation Date will coincide with the end of a Plan Year. 15. Years to Amortize the Unfunded Actuarial Accrued Liability The period is determined in each Actuarial Valuation as the number of years, beginning with the Valuation Date, to amortize the Unfunded Actuarial Accrued Liability with a level percent of payroll that is the difference between the expected total contribution rate and the Normal Cost contribution rate. 747 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 28 Exhibit 14 Summary of Present Plan 1. Normal Service Retirement Monthly Benefit as a Percent of Highest 36-Month Average Salary for Each Year of Service 2.59% 2. Normal Service Retirement Eligibility (Minimum) Age 50 and 20 Years 3. Retroactive Deferred Retirement Option Plan (RETRO DROP) (a) Earliest RETRO DROP benefit calculation date Age 52 and 22 Years (b) Maximum RETRO DROP benefit accumulation period 48 Months (c) Earliest employment termination date with maximum RETRO DROP accumulation period Age 56 and 26 Years (d) RETRO DROP lump sum includes (i) Monthly benefits that would have been received between RETRO DROP benefit calculation date and end of month of termination of employment, (ii) accumulated contributions made by the firefighter after the RETRO DROP benefit calculation date, and (iii) no interest 4. Initial Disability Retirement Monthly Benefit as a Percentage of Highest 36-Month Average Salary (a) Minimum percentage 51.80% (b) Additional percentage for each year of service in excess of 20 years 2.59% 5. Disability Retirement Monthly Benefit for Firefighters Who Become Totally Disabled while Employed (a) For initial 30-month period, is (i) plus (ii) if not able to perform job in fire department (i) Minimum monthly amount based on 20 years (ii) Additional monthly amount per year of service in excess of 20 years (b) Following initial 30-month period, is the greater of (i) and (ii) (i) Initial benefit reduced by the portion of the initial benefit equal to estimated annual residual earning capacity divided by annual base earnings (ii) Initial benefit multiplied by percentage of disability (c) Upon attaining eligibility for normal retirement, the member’s vested retirement benefit becomes payable if the disability benefit has been reduced or terminated 748 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 29 6. Vested Terminated Benefit Eligibility (Benefit Deferred to Normal Retirement Age) 10 Years 7. Surviving Spouse’s Monthly Death Benefit as a Percent of Highest 36-Month Average Salary for Each Year of Service for Death while an Active Firefighter (a) Minimum percentage 34.53% (b) Additional percentage for each year of service in excess of 20 years 1.73% 8. Surviving Spouse’s Monthly Death Benefit as a Percent of Highest 36-Month Average Salary for Each Year of Service for Death while Eligible to Retire as an Active Firefighter 2.59% x 96% 9. Surviving Children’s Monthly Benefit as a Percent of Surviving Spouse’s Benefit (a) When the spouse is receiving a benefit, for each child 20% (b) When the spouse is not receiving a benefit or there is no spouse 100% 10. Contributions as a Percent of Payroll by: (a) Firefighters 12.60% (b) City of Denton Funding Policy 11. The normal form of annuity payment at retirement is a Joint and Two-Thirds to Surviving Spouse, and payment is the first day of each month. 12. A Social Security Leveling Option optional form of payment is available to firefighters eligible for a service retirement benefit and to surviving spouses of firefighters who die while employed where the surviving spouse is between ages 45-60. A Joint and 100% to Surviving Spouse Optional form of payment and a Joint and 50% to Surviving Spouse are also available to firefighters eligible for a service retirement benefit. 13. Salary used to determine the Highest 36-Month Average Salary includes all elements of pay except for (a) lump sum distributions upon termination for unused sick leave or vacation and (b) overtime pay earned after June 13, 2007 for special deployments in excess of $2,000 per biweekly pay period. The average is based on the highest consecutive 78 biweekly pay periods during active participation in the fund. 14. Refund of firefighters’ accumulated contributions without interest will be made to firefighters who terminate employment and either are not eligible for any other benefit from the fund or request a refund from the fund. 15. A lump sum death benefit will be payable upon the death of a participating member of the fund in an amount equal to the current annual salary of the participating member. 749 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 30 Appendix A Review of the Actuarial Economic Assumptions for the December 31, 2019 Actuarial Valuation Section 1. Asset Allocation and Investment Return Assumption Development Asset Class Gross Annual Real Rate of Investment Return (ROR)1 12/31/20172 12/31/20193 Current Target3 More Fixed Income More Equities Equities Domestic Large Cap Small/Mid Cap International Fixed Income MPLs, Royalty Trusts Real Estate Cash Total 6.5 7.0 7.0 1.5 7.0 5.0 0.0 35% 7 7 14 7 14 16 100% 37% 8 7 16 6 12 14 100% 40% 10 10 10 8 15 7 100% 35% 8 7 20 5 15 10 100% 46% 12 12 10 0 10 10 100% Weighted Average Gross Real ROR Assumption 4.72% 5.46% 4.72% 5.32% Weighted Average Net Real ROR Assumption4 4.22 4.96 4.22 4.82 Possible Theoretical Annual Investment Return Assumption: Net Real ROR Plus Assumed Annual Rate of Inflation Assumed 2.50% Inflation 6.72% 7.46% 6.72% 7.32% 1 A gross real rate of return is an assumed total annual rate of investment return, before expenses, that is in excess of the assumed annual inflation rate. These are long-term assumptions made by Rudd and Wisdom, Inc. 2 This allocation is from the investment consultant’s 12/31/2017 report. 3 This allocation is from the investment consultant’s 12/31/2019 report. 4 A weighted average Net Real ROR is an annual rate equal to the weighted average Gross Real ROR reduced by investment-related expenses of an assumed annual rate of 0.5%. See Section 3. 750 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 31 Appendix A (continued) Section 2. Price Inflation in the USA Average Annual Rates of Increase in the CPI-U Years Number Average (Dec. to Dec.) of Years Annual Increase 1954 – 2019 65 3.54% 1959 – 2019 60 3.68 1964 – 2019 55 3.91 1969 – 2019 50 3.91 1974 – 2019 45 3.62 1979 – 2019 40 3.07 1984 – 2019 35 2.58 1989 – 2019 30 2.40 1994 – 2019 25 2.18 1999 – 2019 20 2.14 Most inflation forecasts are for 10 years or less. For example, the average 10-year forecast in the June 2020 Livingston Survey published by the Federal Reserve Bank of Philadelphia was 2.0%. Similarly, the 2020 Wall Street Consensus Survey for the next decade included an average inflation forecast of 2.1%. However, 10 years is much too short a forecast period for a public employee defined benefit pension plan. In the 2020 annual report of the OASDI Trust Funds (Social Security), the ultimate inflation assumptions for their 75-year projections are 3.0%, 2.4%, and 1.8% for the low-cost, intermediate, and high-cost assumptions, respectively. Looking at the average annual increase in the CPI-U over historical periods of 30 to 65 years above and considering the Social Security forecasts, we believe that reasonable assumed rates of inflation for the long-term future would range from 2.25% to 3.25%. Shorter term considerations make the bottom half of that range more desirable. Section 3. Retirement Plan’s Expenses Market Value of Assets Expenses Expenses as a % of Assets Plan Year Beginning of Year Admin. Direct Investmt Admin. (3) ÷ (2) DI (4) ÷ (2) (1) (2) (3) (4) (5) (6) 2019 2018 2017 2016 $86,834,224 85,388,283 75,304,750 67,976,717 $71,427 87,899 63,669 94,175 $178,458 192,709 73,900 80,181 0.08% 0.10 0.08 0.14 0.21% 0.23 0.10 0.12 Less than 12% of assets were in ETFs or mutual funds at the end of 2019, and all had relatively low expense ratios. Those indirect expenses did not exceed 0.03% of total assets in 2019. The investment-related expenses have been atypically low for a fund this size but increased some beginning in 2018. For the long-term future, we assume a higher, but still modest rate of investment-related expenses of 0.50%. 751 DENTON FIREMEN’S RELIEF AND RETIREMENT FUND ACTUARIAL VALUATION AS OF DECEMBER 31, 2019 RUDD AND WISDOM, INC. PAGE 32 Appendix A (continued) Section 4. Administrative Expenses as a Percent of Payroll Plan Year Administrative % of Payroll Ending 12/31 Expenses Paid by the Fund Covered Payroll (2) ÷ (3) (1) (2) (3) (4) 2019 $71,427 $19,674,270 0.36% 2018 87,899 18,562,198 0.47 2017 63,669 17,007,857 0.37 2016 94,175 15,850,437 0.59 2015 76,538 14,310,032 0.53 2014 81,005 13,852,532 0.58 2016-2019 $317,170 $71,094,762 0.45% The general administrative expenses are not reflected in the investment return assumption but are reflected as a percent of payroll that is added to the normal cost contribution rate. For the December 31, 2019 actuarial valuation, we recommend 0.50%, based on the average developed above for the last four plan years increased to reflect an increase starting in 2020 of the monthly amount to the plan administrator. (The covered payroll was determined as the firefighter contributions for the plan year divided by the firefighter contribution rate during the plan year.) Section 5. Comparison of Actuarial Economic Assumptions 12/31/2017 12/31/2019 Actuarial Actuarial Economic Economic Actuarial Assumption(A) Assumptions Assumptions Inflation (Price) 2.50% 2.50% Net real rate of return(B) 4.25 4.25 Total investment return(B) 6.75% 6.75% Firefighter pay increase(C) 4.98% 4.98% Aggregate payroll increase 3.00% 3.00% Administrative expenses(D) 0.55% 0.50% (A) All assumptions are annual rates. (B) Net of investment-related expenses. (C) 3% annual general pay increase combined with promotion, step, and longevity pay increases that average 1.98% over a 30-year career in both the 12/31/2017 assumptions and the 12/31/2019 assumptions. (D) Administrative expenses are reflected as a percent of payroll that is added to the normal cost contribution rate. 752 ORDINANCE NO. 2017-387 AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING AN AGREED AMENDMENT TO ARTICLE 12 OF THE EXISTING MEET AND CONFER AGREEMENT BETWEEN THE CITY OF DENTON AND THE DENTON FIRE FIGHTERS ASSOCIATION, RELATING TO THE FUNDING OF FIRE PENSIONS; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, after negotiations among administrative representatives from the City Manager's Office, the Denton Firemen's Relief and Retirement Fund Board, and the Denton Fire Fighters Association, the proposed amendment to Article 12 of the current Meet and Confer agreement between the City of Denton and the Denton Fire Fighters Association (the Agreement") was reached, relating to the funding of fire pensions; and WHEREAS, the proposed Agreement has already been reviewed and formally approved by vote of the Denton Fire Fighters Association and the Denton Firemen's Relief and Retirement Fund Board; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or his designee, is hereby authorized to execute the attached Agreement, in substantially the form of the agreement attached hereto and made a part of this ordinance for all purposes. SECTION 2. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the Jc' day of J, 2017. 1SW mm 111WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY APPVED M TO LEGAL FORM:. BAR N LEAL, CITY ATTORNEY BY: /s/ Jerry E. Drake, Jr. 753 Addendum to Meet and Confer Agreement Between the City of Denton and Denton Fire Fighters Association, UFF Local 1291 This addendum constitutes a written agreement in accordance with sec. 142.117, and preempts, to the extent of any conflict, all contrary state statutes, local ordinances, executive orders, civil service provisions, and rules adopted by the head of the fire department and the City of Denton, and by any division or agent of the City, such as a personnel board or a civil service commission, including the Denton Firemen's Relief and Retirement Fund (DFRRF), including but not limited to Article 6243e, Vernon Texas Civil Statutes and Texas Government Code Title 8, Subtitle A. Additionally, this addendum includes the DFRRF to the extent necessary to accomplish the objectives stated herein. Therefore, by agreement of the parties, Article 12 of the Meet and Confer Agreement is hereby replaced in its entirety by the following: Article 12 Pension Section 1, It is the intent of the parties to develop and adopt a funding policy for the Fund which achieves a 100% funding ratio over a closed 25 -year amortization period. Section 2, The City will increase its current contribution level to the DFRRF to 18.5% of compensation beginning with the first pay period after the effective date of this agreement. Each year of this agreement, the City's contribution level will be based on an actuarial study which calculates the rate needed to amortize all unfunded liabilities over the 25 year closed amortization period. However, the contribution rate will not be lowered based upon actuarial experience until the amortization period is 20 years or less. Section 3. The DFRRF will commission an actuarial analysis every two years, commencing with a valuation as of December 31, 2017, to determine the contribution level required to achieve a 100% funding ratio over a closed 25 -year amortization. The City will review the actuarial report, and if the report and contribution level is determined to be reasonable, the City Council will formally approve the actuarial report. The City's contribution rate will then be adjusted to this level on October 11 of the subsequent fiscal year following the submission of the analysis. Any change to the contribution level is subject to final approval by the City, but in no event will the contribution level be less than the City's actual contribution rate to the Texas Municipal Retirement System for that fiscal year, nor shall it fall below the minimum rate established under Article 6243e, Sec. 29(b), Vernon Texas Civil Statutes. If the contribution rate is set at the Texas Municipal Retirement System for any fiscal year, then the actuarial analysis will be commissioned for the following fiscal year, and then resume its biennial schedule. If the City Council does not approve the actuarial report, the City and the DFRRF mutually agree to discuss potential changes which would satisfy any deficiency. However, any additional analysis or reports required by the actuarial firm will be paid by the City. 754 Section 4. The DFRRF agrees that it will not approve any benefit enhancements during the term of the current Meet and Confer agreement which expires on September 30, 2019, and may be mutually extended by all parties. Section 5. The parties will utilize an investment rate of return assumption of no greater than 6.75%. Section 6. Ifthe performance of the Fund exceeds expectations, the contribution rates will not be reduced until the amortization period is 20 years or less. In other words, any actuarial gains will be used to pay down unfunded liabilities rather than reducing the contribution rate during the first 5 years ofthe amortization period. Section 7. This addendum does not modify any other provision of the meet and confer agreement except those specifically modified herein. Section 8. This addendum shall become effective when finally approved by all parties, and shall run through the term of the current Meet and Confer Agreement, or September 30, 2019, and may be mutually extended by all parties. Approved at a duly called meeting of the City Council on December 5, 2017. By Todd Hileman, City Manager Approved at a duly called meeting of the Denton Firemen's Relief and Retirement Fund on November 15, 2017. l l erel Oswald, Cliairnman Ratified by the Denton Fire Fighters Association, IAFF Local 1291 on November 18, 2017. Bye 9tibiB alalarda 755 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1625,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,Texas,providing for an in-kind contribution of 130 cubic yards of the City’s dyno-dirt compost to Friends of Shiloh Garden,a local non-profit agency,for use by it to grow produce at the Shiloh Field Community Garden which will be distributed to food insecure individuals and families; and, providing an effective date. City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™756 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Water Reclamation CM/ DCM/ ACM: Antonio Puente, Jr. Executive Manager of Utilities DATE: August 18, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, providing for an in-kind contribution of 130 cubic yards of the City’s dyno-dirt compost to Friends of Shiloh Garden, a local non-profit agency, for use by it to grow produce at the Shiloh Field Community Garden which will be distributed to food insecure individuals and families; and, providing an effective date. BACKGROUND On August 4, 2020, The City Council of the City of Denton received a citizen presentation from Mr. Pat Smith entitled “Shiloh Field Community Garden Update and Partnership Request”, Item ID 20-1394. On August 6, 2020, Mr. Smith sent a letter to Denton staff on behalf of the Friends of Shiloh Garden, a local non-profit organization, requesting consideration of a discount of twenty percent for the purchase of six hundred and fifty cubic yards of Dyno-Dirt compost. Dyno-Dirt compost is one of the products produced by the City of Denton’s Beneficial Reuse Program. The Shiloh Field Community Garden is a local non-profit organization whose focus is to increase the production of fruits and vegetables for distribution to low and middle -income families through associated non-profit organizations. The requested Dyno-Dirt compost will be used in raised beds that are being constructed over the next month, and the produce from these beds will be used to help further the mission of the Shiloh Field Community Garden. Staff intends to visit the facility once the raised beds are completed to verify the compost in use. The Shiloh Field Community Garden is in an identified food desert within the City of Denton, and the produce from the Garden helps address community food needs. Many programs and projects of the Shiloh Field Community Garden align with the Focus Areas and Goals of the 2012 Simply Sustainable Plan, including local food, urban agriculture, community gardening, and production of fresh locally grown produce. The request for assistance is to provide a discount of twenty percent on the purchase of no more than six hundred and fifty cubic yards of Dyno-Dirt. Staff believes the best way to meet this request is to calculate the amount of compost the twenty percent discount represents and ask the City Council to consider approval of an Ordinance to donate the resulting amount (equal to one hundred and thirty cubic yards) to the Friends of Shiloh Gardens, for use in the Shiloh Field Community Garden. RECOMMENDATION Staff recommends approval of the Ordinance provided as Exhibit 3. PRIOR ACTION/REVIEW (Council, Boards, Commissions) City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 757 None. FISCAL INFORMATION The cost of this quantity of Dyno-Dirt is fifteen dollars per cubic yard. The cost difference associated with the requested twenty percent discount is one thousand nine hundred and fifty dollars, which is equal to one hundred and thirty cubic yards of product. EXHIBITS 1 - Agenda Information Sheet 2 - Letter from Mr. Pat Smith 3 - Ordinance Respectfully prepared and submitted: Kenneth Banks General Manager Utilities 758 759 760 761 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1445,Version:1 AGENDA CAPTION Consider nominations/appointments to the City’s Economic Development Partnership Board. City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™762 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Economic Development ACM/CFO: David Gaines DATE: August 18, 2020 SUBJECT Consider nominations/appointments to the City’s Economic Development Partnership Board. BACKGROUND This item is to consider the annual appointments to the Economic Development Partnership Board. The ordinance establishing the EDPB requires that the City Council appoint three (3) people to serve as a Nominating Committee. The Committee is made up of two (2) City Council Members and one (1) member of the Chamber of Commerce. At the July 21, 2020, City Council meeting, the City Council appointed the 2020 Nominating Committee. The City Council representatives were Mayor Chris Watts and Council Member Paul Meltzer. The Chamber of Commerce representative was Marty Rivers. EDPB members serve two-year terms and may serve as many as three terms. The ordinance requires that the members fall into specific categories when they are appointed to the Board (see chart below). The UNT and TWU representatives have no limitations on their terms, but must be appointed by City Council as needed. The City Manager, the President of the Chamber of Commerce, and the DISD Superintendent serve as ex- officio members and have no defined terms of service. Current EDPB Board Members Member Category Term Expires Marty Rivers, Chair* Chamber of Commerce 2020 John Baines, Vice Chair Denton Black Chamber of Commerce 2021 Bob Eames Aviation 2021 Jill Jester Chamber of Commerce 2021 Keely G. Briggs City Council 2021 Jesse Davis (unex. Hudspeth) City Council 2020 Steve Edgar Top 20 Taxpayer 2020 Chris Davis Top 20 Taxpayer 2021 Neal Smatresk/Mark McLellan UNT President/designee 2020 Carine Feyten/Jason Tomlinson TWU Chancellor/designee 2020 Jimmy Mejia Denton Hispanic Chamber of Commerce 2020 Tony Clark At Large 2020 City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 763 The Nominating Committee met and reviewed the list of seats up for nomination/appointment (as indicated above). Marty Rivers has completed his third term on the Board and is not eligible for reappointment. Staff wishes to express our sincerest appreciation to Marty for his gracious service and leadership for the past six years. The Nominating confirmed the willingness to serve of each nominee and offers the following slate of nominees to the City Council:  Lee Ramsey, Denton Chamber of Commerce Board (new appointment) o This would be Mr. Ramsey’s first term.  Jesse Davis, Denton City Council (re-appointment) o Council Member Davis is currently filling the unexpired term for the seat previously held by Council Member Hudspeth. o This would be Council Member Davis’s first full term.  Steve Edgar, Medical City Denton (re-appointment) o This would be Mr. Edgar’s second term.  Jimmy Mejia, Denton Hispanic Chamber of Commerce (re-appointment) o This would be Mr. Mejia’s third term.  Tony Clark, At-Large o This would be Mr. Clark’s second term.  Mark McLellan, UNT President/Designee (re-appointment) o There are no term limits on the UNT designee.  Jason Tomlinson, TWU Chancellor/Designee (re-appointment) o There are no term limits on the TWU designee. PRIOR ACTION/REVIEW (Council, Boards, Commissions) July 21, 2020 – Council selected the EDPB Nominating Committee. EXHIBITS 1. Agenda Information Sheet 2. EDP Board Ordinance (No. 2017-203) 3. Presentation Respectfully Submitted, Jessica Rogers Director of Economic Development 764 ORDINANCE NO. 2017-203 AN ORDINANCE REPEALING ORDINANCE NO. 2003-258, AND SUBSEQUENT AMENDMENTS UNDER ORDINANCE NO. 2011-042, ORDINANCE NO. 2014-009, ORDINANCE NO. 2015-074, AND ORDINANCE NO. 2016-249, RELATING TO THE CREATION, APPOINTMENTS, AND DUTIES OF THE ECONOMIC DEVELOPMENT PARTNERSHIP BOARD (THE "BOARD") AND REPLACING THESE ORDINANCES WITH THIS ORDINANCE RELATING TO THE CREATION, APPOINTMENTS, AND DUTIES OF THE ECONOMIC PARTNERSHIP BOARD IN ORDER TO CLARIFY THE QUALIFICATIONS AND LIMITATIONS OF BOARD MEMBERS; AMENDING THE DENTON CODE OF ORDINANCES, CHAPTER 2, ARTICLE IX; AND PROVIDING FOR A REPEALER AND CONFLICT CLAUSE AND AN EFFECTIVE DATE. WHEREAS, in 2003, the City Council of the City of Denton, Texas, determined that is was beneficial and in the public interest to establish an Economic Development Partnership Board to provide economic development policy guidance for the City and adopted Ordinance No. 2003- 258 (the "Ordinance"), which ordinance was codified in the Denton Code of Ordinance, Chapter 2, Article IX; and WHEREAS, in 2011, the City Council amended the Ordinance by adopting Ordinance No. 2011-042 in order to add two seats to the Board, consisting of an at -large position and a position for a member with general knowledge ofor experience in general aviation, and to expand the duties of the Board to include branding and marketing for Denton Municipal Airport; and WHEREAS, in 2014, the City Council amended the Ordinance by adopting Ordinance No. 2014-009in order to add the Superintendent of the Denton Independent School District as an ad hoc non-voting member of the Board; and WHEREAS, in 2015, the City Council amended the Ordinance by adopting Ordinance No. 2015-074 in order to add two seats to the Board, one for a representative nominated by the Denton Black Chamber of Commerce Board of Directors and one for a representative nominated by the Denton Hispanic Chamber of Commerce Board of Directors; and WHEREAS, in 2016, the City Council amended the Ordinance by adopting Ordinance No. 2016-249 in order to add one seat to the Board for the Chancellor and President of Texas Woman's University; and WHEREAS, in 2017, the City Council determined that it is beneficial and in the public interest to repeal the Ordinance and subsequent amendments in order to clarify and refine the Board member qualifications, terms, duties, and responsibilities; NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION11. Findings. 1 765 The findings contained in the preamble of this Ordinance are incorporated into the body of this Ordinance. SECTION 2. The Code of Ordinances of the City of Denton, Chapter 2, Article IX is hereby amended by deleting it in its entirety and replacing it with the following: ARTICLE IX. ECONOMIC DEVELOPMENT PARTNERSHIP BOARD Sec. 2-251. Creation, Members, Qualifications, and Tenure. A. There is hereby created a City of Denton board entitled the Denton Economic Development Partnership Board (the "Board"). The Board shall consist of twelve members. Six members shall be appointed for a two-year term in even -numbered years, and six members shall be appointed for a two-year term in the odd -numbered years. No member shall serve more than three consecutive terms; members who have served three consecutive terms are eligible for re- nomination after one year off the Board. The President of the University of North Texas ("UNT") and the Chancellor of Texas Woman's University ("TWU") or his or her designee may serve unlimited terms but must be re -nominated upon the expiration of each term. B. The Board members shall be appointed by the City Council and shall serve at the City Council's pleasure. To aid the City Council in making appointments to the Board, the City Council will appoint two City Council members and one Chamber of Commerce ("Chamber") member to act as a nominating committee ("Committee"). The Committee members are qualified for appointment to the Board. The Committee will solicit nominations, contact nominees to relate duties and responsibilities, and to confirm willingness to serve. The Committee will solicit recommendations from the Chamber Board of Directors, the President of UNT, the President and Chancellor of TWU, the Denton Black Chamber of Commerce Board of Directors, and the Denton Hispanic Chamber of Commerce Board of Directors. If any such recommendation is not submitted, the Committee will consider the racial, ethnic, and gender diversity objectives of the City Council, as well as the knowledge, skills, and abilities of the nominees to assist in any one or all of the functions of the Board when making its nomination recommendations to the City Council. After evaluating the recommended nominees, the Committee will present to the City Council a slate of Board nominees for City Council approval. C. Notwithstanding anything contained herein to the contrary, the membership makeup ofthe Board shall consist of the following: 1. Two members of the Board shall be City Council members at the time of their appointment. If such a member is no longer on the City Council, their appointment to the Board is terminated and their unexpired term shall be filled by a currently serving City Council member. Such members must be residents ofthe City of Denton. 2. Two members of the Board shall be members of the Denton Chamber of Commerce Board of Directors ("Chamber Board"), which are nominated by the 2 766 Chamber Board, at the time of their appointment. If such a member is no longer on the Chamber Board, their appointment to the Board is terminated and their unexpired term shall be filled by a currently serving Chamber Board member. Such members must reside or work in the City of Denton. 3. Two members will be, or must be currently employed by, a top 20 City of Denton ad valorem or sales tax payer. Such members must reside or work in the City of Denton. If such a member is no longer a top 20 City of Denton taxpayer or employed by one, their appointment to the Board is terminated and their unexpired term shall be filled by a current City of Denton top 20 taxpayer or City of Denton top 20 taxpayer employee. 4. One member will be the President of UNT or a UNT faculty or staff member designated by the President. Such member need not reside in the City ofDenton. 5. One member will be the Chancellor and President of TWU or a TWU faculty or staff member designated by the Chancellor and President. Such member need not reside in the City of Denton. 6. One member will have knowledge or experience in general aviation -related matters and shall have no financial interest in matters at the Denton Enterprise Airport. This member must reside or work in the City of Denton. 7. One member will be a citizen of the City of Denton who, in the discretion of the City Council, has specific knowledge, skills, and abilities to assist in all or any one of the functions and responsibilities ofthe Board. 8. One member will be nominated by the Denton Black Chamber of Commerce Board of Directors. This member must reside or work in the City of Denton. 9. One member will be nominated by the Denton Hispanic Chamber of Commerce. This member must reside or work in the City of Denton. 10. The City Manager, the President ofthe Chamber, and the Superintendent of the Denton Independent School District will serve as ad hoc ex officio (non-voting) members of the Board. D. The Board shall elect its chairperson and vice -chairperson from among its members, who shall serve for one-year terms or until his or her successor is elected or qualified. The Board may remove and reelect a chairperson or vice -chairperson at any time with an affirmative vote of at least 10 members. 3 767 E. Board members shall serve without compensation. Board members may be allowed out-of-pocket expenses for activities performed in furtherance of their duties to the Board. Such expenses must be pre -approved by the City Manager if paid for out of City funds, or the Chamber President ifpaid for out of Chamber funds. Sec. 2-252. Meetings. The Board shall meet on a regular basis and no less than on a quarterly basis. Monthly meetings are encouraged. The chairperson, vice -chairperson, or any five Board members may call any regular or special meeting. Notice of the meetings shall be posted and the meetings shall be conducted in accordance with the Texas Open Meetings law, being Chapter 551 ofthe Government Code, as amended. A majority of the qualified voting members of the Board shall constitute a quorum for the transaction of business at any meeting of the Board. The act of a majority of the qualified voting members of the Board present at a meeting at which a quorum is present shall be the act of the Board. Sec. 2-253. Rules of Procedure. The Board shall adopt rules of procedure governing the operation of the Board incorporating Section 2-29 of City Council Rules of Procedure insofar as it is possible. Sec. 2-254. Duties and Responsibilities of the Board. The role of the Board is to provide economic development policy guidance. The Board may make recommendations to the City Council and Chamber Board of Directors. The Board's duties include: A. The Board may create committees or task forces consisting of Board members and/or non -Board members to assist with the implementation of projects or activities. Committee or task force chairpersons shall be appointed by the Board and will serve at the pleasure of the Board. B. The Board will be responsible for designing economic development incentive policies and recommending those policies to the City Council for adoption. These policies may include tax abatement, Chapter 380 agreements, infrastructure assistance, etc. In making any recommendations, the Board shall comply with applicable law. It will be the Board's responsibility to review policies of other cities and to be informed as to legislative changes affecting state and local incentive programs. C. The Board shall act as the recommending body to the City Council for economic development incentives authorized by law for specific projects, including without limitation tax abatements and incentives authorized under Chapter 312 ofthe Tax Code, 4 768 economic development agreements authorized under Chapter 380 of the Local Government Code, public improvement districts authorized under Chapter 372 of the Local Government Code, and certain Downtown Reinvestment Grants under Ordinance No. 2012-001. However, utility incentives based on thresholds, such as Denton Municipal Electric's Economic Growth Rider and the Water/Wastewater Plan Line Extension may be made without Board review or recommendation. Nothing herein shall be construed so as to invalidate an economic development incentive authorized by the City Council that did not receive a recommendation from the Board. D. The Board will review, consider, and make recommendations to the City Council regarding marketing and branding for the Denton Enterprise Airport. The Board will review, consider, and make recommendations to the City Council regarding Denton Enterprise Airport incentive policies, as assigned by the City Council or requested by the City Manager, and will act as a recommending body to the City Council for specific airport economic development incentives, as assigned by City Council or requested by the City Manager and permitted by City and State law." SECTION 3. Ordinances 2003-258, 2011-042, 2014-009, 2015-074, and 2016-249 are hereby repealed and are replaced with this Ordinance provided, however, that the repeal of any such ordinance or code or part thereof shall not revive any other section or part of any ordinance or code heretofore repealed or superseded. This ordinance supersedes any provision in any City ordinance that is in conflict with this ordinance including without limitation any conflicting provisions of Sections 2-61 through 2-65 of the Code of Ordinances of the City of Denton. SECTION 4. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of 2017. CHRIS WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY:.... A' ..... APPR( l D AS T LEGAL FORM: AARON EAL, INTERIM CITY ATTORNEY 769 Economic Development Partnership Board Nominating Committee Jessica Rogers Director of Economic Development August 18, 2020 City Council Meeting 120-1445; Aug. 18, 2020 770 Objective •Consider nominations to the Economic Development Partnership Board 220-1445; Aug. 18, 2020 771 Background •EDPB is appointed by Council and serves as an advisory body •Members fall into specific categories: •2 each City Council, Chamber of Commerce Board of Directors, and top 20 taxpayers in the City of Denton •1 UNT •1 TWU •1 Denton Black Chamber of Commerce •1 Denton Hispanic Chamber of Commerce •1 aviation •1 at-large •Terms are two-years; members can serve up to three terms 320-1445; Aug. 18, 2020 772 Nominating Process •Council appoints a nominating committee •2 Council members •1 Chamber member •Nominating committee confirms candidates’ eligibility and willingness to serve and compiles slate of nominees •Slate is presented to Council for a vote •July 21, 2020: Council appointed Mayor Watts, Council Member Meltzer, and Chamber member Marty Rivers as the 2020 Nominating Committee 420-1445; Aug. 18, 2020 773 Nominees •Lee Ramsey, Denton Chamber of Commerce Board (new appointment) •This would be Mr. Ramsey’s first term. •Jesse Davis, Denton City Council (re-appointment) •Council Member Davis is currently filling the unexpired term for the seat previously held by Council Member Hudspeth. •This would be Council Member Davis’s first full term. •Steve Edgar, Top 20 Taxpayer (Medical City Denton) (re-appointment) •This would be Mr. Edgar’s second term. •Jimmy Mejia, Denton Hispanic Chamber of Commerce (re-appointment) •This would be Mr. Mejia’s third term. •Tony Clark, At-Large •This would be Mr. Clark’s second term. •Mark McLellan, UNT President/Designee (re-appointment) •There are no term limits on the UNT designee. •Jason Tomlinson, TWU Chancellor/Designee (re-appointment) •There are no term limits on the TWU designee. 520-1445; Aug. 18, 2020 If approved, the slate of nominees will serve a two-year term from Oct. 1, 2020 to Sept. 30, 2022. 774 Questions? 620-1445; Aug. 18, 2020 775 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1526,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,Texas,a Texas home-rule municipal corporation, granting to Atmos Energy Corporation,Mid-Tex Division,a Texas and Virginia Corporation,its successors and assigns,a non-exclusive franchise to furnish,transport,and supply natural gas to the general public in the City of Denton and Denton County,Texas,to construct maintain and operate pipelines and equipment in the City of Denton,Texas,for the transportation,delivery,sale,and distribution of natural gas in,out of and through said city for all purposes;providing for the payment of a fee or charge for the use of the public rights-of-ways; providing that such fee shall be in lieu of other fees and charges,excepting Ad valorem taxes;repealing all previous Atmos Energy Gas Franchise Ordinances;prescribing the terms,conditions,obligations and limitations under which such franchise shall be exercised;a most favored nations clause;a severability clause; and providing an effective date. City of Denton Printed on 8/13/2020Page 1 of 1 powered by Legistar™776 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: City Manager’s Office CM: Todd Hileman DATE: August 18, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas, a Texas home-rule municipal corporation, granting to Atmos Energy Corporation, Mid-Tex Division, a Texas and Virginia Corporation, its successors and assigns, a non-exclusive franchise to furnish, transport, and supply natural gas to the general public in the City of Denton and Denton County, Texas, to construct maintain and operate pipelines and equipment in the City of Denton, Texas, for the transportation, delivery, sale, and distribution of natural gas in, out of and through said city for all purposes; providing for the payment of a fee or charge for the use of the public rights-of-ways; providing that such fee shall be in lieu of other fees and charges, excepting Ad valorem taxes; repealing all previous Atmos Energy Gas Franchise Ordinances; prescribing the terms, conditions, obligations and limitations under which such franchise shall be exercised; a most favored nations clause; a severability clause; and providing an effective date. BACKGROUND The franchise agreement (Ordinance 2001-484) between the City of Denton and TXU Gas Company (now Atmos Energy Corporation) was adopted on December 18, 2001 and took effect on January 17, 2002. The term of the franchise agreement was for 10 years and was to expire on December 31, 2011. Since the franchise agreement adoption, there have been amendments (Ordinance 2002-202, Ordinance 2002-288, and Ordinance 2008-179) to the franchise agreements. With the impending expiration of the franchise agreement, the City Manager issued a letter in November 2011 to Atmos Energy that all terms and agreements would be extended until a new franchise agreement was adopted by City Council. Even though the franchise agreement has expired, Atmos and the City have worked together to ensure that investments and improvements are still progressing within the city. Highlights of activities for Atmos include, the continual replacement of aging infrastructure, continued maintenance of existing infrastructure, public service announcement and education campaigns for being safe around natural gas, the coordination with Capital Projects to relocate gas lines, and the timely payment of their franchise fees. In late 2017, staff from the City Manager’s Office, Capital Projects, Finance, and City Attorney’s Office re-initiated the discussions with Atmos to negotiate the terms to bring forward a new franchise agreement. There are several reasons why it has taken so long to complete the franchise negotiations: • Denton city staff turnover; • Denton moved its consortium membership for its gas utility representation; • Denton dropped its previous legal counsel; • Waited until after Council’s adoption of the right-of-way management ordinance; • Atmos focused on upgrading aging infrastructure due to the gas explosions in Dallas County; • and the COVID-19 pandemic hindered negotiations this past spring. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 777 DISCUSSION The proposed franchise agreement has been tailored for Denton and has been adapted from a model franchise that were adopted by the cities of Mesquite and Plano. The proposed franchise agreement contains the following changes compared to the previous franchise agreement. Overall, the staff for both entities believe that the proposed franchise agreement provides the parameters needed to operate and provide natural gas service in Denton. The franchise agreement does not address rates for their services as that is administered by a separate process (Rate Review Mechanism) as prescribed by state law. Per the City Charter, for the franchise agreement to take effect, the ordinance must be approved at three regular meetings of the City Council. The proposed dates for the approvals are August 4, August 18, and the final adoption on September 1, 2020. If adopted by City Council as scheduled, the franchise would take effect on October 1, 2020. The franchise is scheduled to expire on October 1, 2030, unless an extension is mutually agreed upon. As an aside, portions of the City of Denton are served by Co-Serv Gas and that franchise agreement has also expired. Staff between the two entities have agreed to utilize the approved franchise agreement as the template to negotiate the terms with Co-Serv. As a result, City staff will be bringing forward a proposed franchise agreement with CoServ to City Council for future consideration. RECOMMENDATION Staff recommends the approval of the ordinance granting Atmos Energy Corporation, Mid-Tex Division a natural gas franchise to operate in the City of Denton. Term: Previous Agreement Proposed Agreement Notes/Comments Terms of the Agreement 10 years 10 years, with the option of two (2) additional 5-year renewals. Negotiations are time consuming. Options for renewal avoids costs, provides certainty, and time to negotiate new terms. Use of the Right-of-Way Use of the ROW is detailed in the franchise Use of the ROW is referred to the City’s recently adopted ROW Management Ordinance. Referring to the ROW Management Ordinance provides greater flexibility as the Ordinance can be amended much easier than re- opening and re-negotiating the franchise agreement. Mapping of Distribution System Provide “as-builts” annually if requested by the City Provide “as-builts” promptly after completion of any construction, installation, replacement, or relocation of system facilities. City has accurate and current plans showing the nature and specific location of all work completed. Provides for a more accurate location of buried lines Relocation of buried lines and assets Requires Atmos to relocate buried facilities due to public works projects Requires Atmos to relocate buried facilities due to public works projects Work initiated by Atmos has been reduced by 30 days. (new agreement is 90 days vs. 120 days) Franchise Payment Equivalent to 4% quarterly gross revenue Equivalent to 5% quarterly gross revenue Franchise fee increased by 1% through Ordinance 2008- 179. No change 778 PRIOR ACTION/REVIEW (COUNCIL, BOARDS, COMMISSIONS) On August 4, 2020, the City Council received a presentation in work session, and considered and approved a proposed ordinance and franchise agreement during an individual consideration agenda item as required by the City’s Charter (Ord. No. 20-1467 / Approved 7-0). This was the first of three action items the City Council is required to consider and approve before granting a franchise agreement to a public utility. EXHIBITS Exhibit 1 – Agenda Information Sheet Exhibit 2 – Proposed Ordinance Exhibit 3 – Presentation Exhibit 4 – Ordinance 2001-484 Exhibit 5 – Ordinance 2002-202 Exhibit 6 – Ordinance 2002-288 Exhibit 7 – Ordinance 2008-179 Exhibit 8 – Atmos Extension Letter Respectfully submitted: Antonio Puente, Jr. Executive Manager of Utilities 779 780 781 782 783 784 785 786 787 788 789 790 791 792 793 794 795 796 797 Proposed Natural Gas Franchise Agreement with Atmos Energy August 18, 2020 ID 20-1526 798 Background •A gas franchise agreement was adopted in December 2001 via Ordinance 2001-484 with TXU Gas Company (now Atmos Energy Corporation). •The term for the agreement was 10 years and expired on December 31, 2011. •The franchise had been amended in: •2002 by Ordinance 2002-202 and Ordinance 2002-288 •2008 in Ordinance 2008-179 •In November 2011, the former City Manager issued an extension letter to Atmos Energy 799 Discussion •Atmos has maintained their timely payments of the franchise fee of 5% of gross revenues •Has continued to make investments in Denton by replacing aging infrastructure. •Continued maintenance of their system and enhanced leak detection program. •Increased public education/communication efforts for being safe around natural gas. •Provided enhanced coordination with Capital Projects to add work crews to accelerate relocation of gas facilities •The proposed franchise agreement is modeled after agreements recently approved in Plano and Mesquite 800 Previous vs. Proposed Franchise Agreement Term:Previous Agreement Proposed Agreement Notes/Comments Terms of the Agreement 10 years 10 years,with the option of two (2) additional 5-year terms Negotiations are time consuming.Options to renew avoids costs,provides certainty, and time to negotiate new terms. Use of the Right-of-Way Use of the ROW is detailed in the franchise. Use of the ROW is referred to the City’s recently adopted ROW Management Ordinance Referring to the ROW Management Ordinance provides flexibility.The ROW Ordinance can be amended rather than re- negotiating the franchise agreement. Mapping of Distribution System Provide “as-builts”annually if requested by the City. Provide “as-builts”after completion of construction,installation,replacement, or relocation of system facilities. City has accurate/current plans showing location of buried lines. Relocation of buried lines and assets Requires Atmos to relocate buried facilities due to public works projects. Requires Atmos to relocate buried facilities due to public works projects. Start of work has been reduced by 30 days (new agreement is 90 days vs.120 days). Franchise Payment Equivalent to 4%quarterly gross revenue Equivalent to 5%quarterly gross revenue Franchise fee increased by 1%through Ordinance 2008-179.No actual change. 801 Next Steps and Recommendation •Requires three (3) approvals of the ordinance by City Council •August 4 (Completed), August 18, and September 1 •The ordinance must be published in its entirety in the DRC for three (3) consecutive weeks •If approved, Atmos must file an acceptance letter with the City Secretary within 30 days •If approved, the Franchise agreement is in effect on October 1, 2020 and expires October 1, 2030 (unless extended) ➢Staff recommends approval of the proposed ordinance •Third and Final consideration will be on September 1 802 Thank You! Q & A 803 q):\uur LJOcuTnent5\uralnulcl=\u I \ I AV HdS rldulul13c £vv I .UVb IEIIbh•qI)]!I?!IIIIII!IIbB1)]1[i$VJFIIAt:X \X() BraD Old 04 AN ORDINANCE GRANTING TO TXU GAS DISTRIBUTION, A DIVISION OF TXU GAS COMP Am, ITS SUCCESSORS AND ASSIGNS, A FRANCHISE TO FURNISH, TRANSPORT AND SUPPLY GAS TO THE GENERAL PUBLIC IN THE CITY OF DENTON, DENTON COUNTY, TEXAS, FOR THE TRANSPORTING, DELrVERY, SALE, AND DISTRIBUTION OF GAS IN, OUT OF, AND THROUGH SAID MUNICIPALITY FOR ALL PURPOSES; PROVIDING FOR THE PAYMENT OF A FEE OR CHARGE FOR THE USE OF THE STREETS, ALLEYS, AND PUBLIC WAYS; REPEALING ALL PREVIOUS GAS FRANCHISE ORDINANCES AND ORDINANCES IN CONFLICT HEREWITFI; PROVIDING THAT IT SHALL BE IN LIEU OF OTHER FEES AND CHARGES, EXCEPTING AD VALOREM TAXES; PRES(,-IUBING THE TERMS, CONDITIONS, OBLIGATIONS AND LIMITATIONS UNDER WHICH SUCH FRANCHISE SHALL BE EXERC'ISED; PROVIDING A SAVINGS CLAUSE; A SEVERABILITY CLAUSE; AND AN EFFECTIVE DATE. WHEREAS, TXU Gas DistrIbution Company, a division of TXU Gas Company, hereinafter referred to as “Company,“ through a merger with Lone Star Gas Company, assumed the previous franchise to use and occupy the public rights-of-way and public property of the City for the purpose of laying, maintaining, constructing, protecting and operating their system as granted by Ordinance No. 82-56, as amended by Ordinance No. 90-108; and WHEREAS, the previous franchise referred to above expired on August 19, 2001; and WHEREAS, the Company and the City desire to enter into a new franchise agreement to authorize the Company, its successors and assigns, the rights to use and occupy the public rights-of-way and other public property of the City as set forth in the body of this ordinance; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS : SECTION 1. GRANT OF AUTHORITY (A)The City of Denton, Texas, herein after called "City," hereby grants to TXU Gas Distribution, a division of TXU Gas Company, hereinafter called ''Company,'’ its successors and assigns, privilege and license to use and occupy the present and future Public Rights-of- Way of the City for the purpose of laying, maintaining, constructing, protecting, operating, I 804 S:\Our Documents\Urdlnanca\u I \IAU Cias F ranchlse IW I .doc and replacing the System and all other appurtenant equipmentneeded and necessary to deliver, transport and distribute gas in, out of, and through said City and to sell gas to persons, firms, and corporations, including all the general public, within the City's corporate limits. (B) Said privilege and license being granted by this ordinance is for a term from August 19, 2001 through December 3 1 , 2011. Provided, however, the Company shall pay the franchise fee set forth in Section 20 on gross revenues as defined in Section 8 ofthis ordinance beginning with the effective date of this ordinance. Until that date Company shall continue to pay revenues based on the franchise fee payment due under the previous franchise which expired on August 19, 2001. (C) The provisions set forth in this ordinance represent the terms and conditions under which the Company shall construct, operate, and maintain the System within the City. In granting this franchise, the City does not in any manner surrender or waive its regulatory or other rights and powers under and by virtue of the Constitution and statutes of the State of Texas as the same may be amended, nor any of its rights and powers under or by virtue of present or future ordinances of the City, and it is expressly provided that nothing herein shall impair the right of the City to fix, within constitutional and statutory limits, a reasonable price to be charged for natural gas, or to provide and fix a scale of prices for natural gas, and other charges, to be charged by Company to residential customers, commercial customers, industrial customers, or to any combination of such customers, within the territorial limits of the City as same now exist or as such limits may be extended from time to time hereinafter and to insure the maintenance of Company’s property in good repair throughout the term of this franchise. Company, by its acceptance of this franchise, agrees that all such lawfbl regulatory powers and rights as the same may be from time to time vested in the City shall be jn full force and effect and subject to the exercise thereof by the City at any time. By entering into this franchise neither Company nor 2 805 S:'FOur Documents\Ordinances\0 l\TXU Gas Franchise 2001 .doc City waives any claims or defenses they may have in the litigation styled City of Dentont Texas , et at VS. TXU Electric Company, er al, currently pending in the 134th Judicial District Court of Dallas County, Texas (“TXU Litigation“). SECTION 2. ACCEPTANCE OF TERMS OF FRANCHISE (A) The Company shall have thirty (30) days from and after the passage and approval of the ordinance to file its written acceptance thereof with the City Secretary. The effective date shall be determined in accordance with the requirements of Section 28 and Section 13.01 of the City Charter. (B) if the Company, its successors and assigns, shall faithfully comply with all the terms, and faithfully perform all the duties and obligations, and faithfully observe and recognize all the limitations and regulations contained in this ordinance and in the valid ordinances of the City relating to the conduct of Company's business adopted hereunder or under the police powers of the City, then the rights, franchises and privileges herein granted shall extend from the date of the acceptance of this ordinance by Company through December 3 1, 2011; otherwise, the City, after any material breach of the terms of this franchise has been determined by the City Council of the City, may declare all rights granted hereunder to be abated, forfeited or terminated in accordance with the termination procedures provided herein. (C) At midnight on December 3 1 , 2011, ALL rights, franchises and privileges herein granted, unless they have already at that time ceased or been forfeited, shall at once cease and termrnate. SECTION 3. NO THIRD PARTY BENEFICIARIES This franchise is made for the exclusive benefit of the City and the Company> and nothing herein is intended to, or shall confer any right, claim, or benefit in favor of any third party. 3 806 S:\Our Dcxurnents\Ordinances\01\TXU Gas Franchise 2001.doc SECTION 4. SUCCESSORS AND ASSIGNS No assignment or transfer of this franchise shall be made, in whole or in part, without approval of the City Council of the City. The City will grant such approval unless withheld for good cause. Upon approval, the rights, privileges, and franchise herein granted to the Company shall extend to and include its successors and assigns. The terms, conditions, provisions, requirements and agreements contained in this franchise shall be binding upon the successors and assigns of the Company. SECTION 5, COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES This franchise is granted subject to the laws of the United States of America and its regulatory agencies and commissions and the laws of the State of Texas, the Denton City Charter of 1959, as amended, including Article XIII “Franchises“ of said Charter, and all other applicable ordinances of the City of Denton, not inconsistent herewith. SECTION 6. CONFLICTING ORDINANCES All ordinances and parts of ordinances of the City of Denton, Texas, in conflict with the provisions of this ordinance are hereby repealed, to the extent of that conflict only. SECTION 7. NOTICES Any notices required or desired to be given from one party to the other party to this ordinance shall be in writing and shall be given and shall be deemed to have been served and received (whether actually received or not) if (i) delivered in person to the address set forth below; (ii) deposited in an official depository under the regular care and custody of the United States Postal Service located within the confines of the United States of America and sent by certified mail, return receipt requested, and addressed to such party at the address hereinafter specified; or (iii) delivered to such party by courier receipted delivery. Either party may designate another address within the confines of the continental United States of America for 4 807 S:\Our Documents\Ordinances\01\TXU Gas Franchise 2001 .doc notice, but until written notice of such change is actually received by the other party) the last address of such party designated for notice shall remain such party's address for notice. CITY CON©PAIW City Manager Town Manager City of Denton TXU Gas Distribution 215 E. McKinney 1 00 W. Mulberry Denton, Texas 76201 Denton, Texas 76201 SECTION 8. DEFINITIONS For the purposes of this ordinance, the following terms, phrases, words, and their derivations shall have the meanings given herein. When not inconsistent with the context, words in the present tense include the future, words in the plural number include the singular number, and words in the singular number include the plural number. The word "shall" is always mandatory and not merely directory. (A) “City" shall mean the City of Denton, Texas. (B) "Company" shall mean Tm Gas Distribution, a division of TXU Gas Company. (C) "Gross Revenues" shall mean all revenue derived or received, directly or indirectly, by the Company from or in connection with the operation of the System and for its services and related services provided by the Company to residential, commercial, industrial, governmental, municipal and all other customers located within the corporate limits of the City, save and except sales to the Spencer Generating Station as indicated in subsection 8(C)(5)(e). The revenues included in Gross Revenues shall include without limitation: ( 1 ) all revenues received by the Company from the sale of gas within the City to all customers within the City; (2) all revenues received by the Company from the transportation of gas> including third party natural gas, through the System of Company to residential> commercial, industrial and transportation service customers and all other customers 5 808 S:\Our Documents\Ordinances\0 l\TXU Gas Franchise 2001 .doc n the City; (3) to the extent not included in paragraphs (1) and (2), above, the total value withi of gas, including third party natural gas, which shall include all affiliate revenues, transported in Denton through the System of Company to all customers within the City; and (4) other revenues of the Company derived from lawful charges: (a) to connect gas service within the City; (b) to disconnect gas service within the City; and (c) to handle returned checks from customers within the City and other such service charges and charges as may, from time to time, be authorized in the rates and charges on file with the City. (5) Gross revenues shall include, regardless of the outcome of the TXU litigation mentioned in Section 1(C), all transportation service, industrial and miscellaneous revenues. Gross revenues shall not include: (a) the revenue of any person including without limitation, a TXU affiliate, to the extent such revenue is already included in Gross Revenues of the Company (b) taxes imposed by law on customers that the Company is obligated to collect and which the Company passes on, in full, to the applicable tax authority or authorities other than sales taxes; (c) any investment income earned by the Company (d) sales taxes, fee on fee revenues or monies received by Company from customers as a contribution in aid of construction unless these revenues are found by a final judgment of the Court or through a settlement ofthe TXU litigationto be included within “Gross Revenues“; (e) revenues derived from sales to the Spencer Generating Station. (f) the parties agree that at the exclusive option of the City, the definition of “Gross Revenues“ under this franchise will be amended to include all additional revenues which are found by a final judgment of the court or through a 6 809 S:\Our Documents\Ordinanca\0 l\TXU Gas Franchise 200 1 a doc settlement of the TXU litigation to be included or includable within “(Jross Revenues” The parties further agree to amend this nanchise to adopt and approve rate ordinances and tariffs as necessary in order to add any such additional revenues. (D) “Person“ shall mean any natural person, or any association, firm, partnership) joint venture, corporation, or other legally recognized entity, whether for-profit or not-for-profit> but shall not, unless the context clearly intends otherwise, include the City or any employee7 agent, servant, representative or official of the City. (E) “Public Right-of-Way'’ shall mean public streets, alleys, highways,. brIdges> easements, public places, public thoroughfares, grounds, sidewalks and all other pUblic real property of the City, as they now exist or may be hereafter constructed, opened, laid out or extended within the present limits of the City, or in such territory as may hereafter be added to, consolidated or annexed to the City. (F) '’System" shall mean all of the Company’s pipes, pipelines, gas mains, laterals, feeders, regulators, meters, fixtures, connections, and any other equipment or instrumentalities used in or incident to providing delivery, transportation, distribution, supply and sales of natural gas for heating, lighting, power, and any other purpose for which natural gas may now or hereafter be used, located within the corporate limits of the City. (G) "TXU Affiliate" shall mean in relation to the Company, a Person that controlsl is controlled by, or is under common control with the Company. As used in this definition> the term '’control" means, with respect to a Person that is a corporation, the ownership, directly or indirectly, of more than 50% of the voting securities of such person or, with respect to a Person that is not a corporatIon, the power to direct the management or policies of such PersonJ whether by operation of law, by contract or otherwise. (H) Transportation Service Customer shall mean any person or entity for which 7 810 S:\Our Documents\Ordinances\O l\TXU Gas Franchise 2001.doc Company transports gas through the pipeline system of Company within the City to customers for delivery or consumption within the City. SECTION 9. PARAGRAPH HEADINGS. CONSTRUCTION The paragraph headings contained in this ordinance are for convenience only and shall in no way enlarge or limit the scope or meaning of the various and several paragraphs hereof. Both parties have participated in the preparation of this ordinance and this ordinance shall not be construed either more or less strongly against or for either party. SECTION 10. CONDITIONS OF OCCUPANCY (A) All construction and the work done by Company, and the operation of its business, under and by virtue of this ordinance, shall be in conformance with the ordinances, rules and regulations of City now in force and that may hereafter be adopted by the City relating to the use of its Public Rights-of-Way and grounds of the City. (B) Company shall lay, maintain, construct, operate, and replace its pipes, mains, laterals and other equipment so as to interfere as little as possible with traffic. The placement of all mains, pipes, laterals, and other appurtenant equipment shall be subject to the approval of the City Manager or his designee prior to construction which approval shall not unreasonably be withheld. Reproducible copies of all maps showing the location of all mains, pipes, laterals J and other appurtenant equipment shall be furnished to the City Manager. (C) in determining the location of Company’s pipeline within the City, Company shall minimize interference with then-existing underground structures of City or other utility franchisees. Likewise, in determining the location of the facilities of the City and other utility franchisees within the City, City shall minimize interference with existing facilities of Company and shall request other utility franchisees to minimize interference with existing facilities of Company. 8 811 S:\Our Documalts\Ordinances\01\TXU Gas Franchise 2001 doc (D) When Company makes or causes to be made excavations or places or causes to be placed obstructions in any Public Right-of-Way or other public place, the public shall be protected by barriers and lights placed, erected, marked and maintained by Company in accordance with applicable state and federal requirements. Company shall repair, clean up, and restore to as good a condition as before commencement of work, all Public Rights-of-Way or other public places disturbed during the construction and repair of its gas distributing system. In the event the (.-'ompany fails to restore the Public Rights-of-Way or public places to as good a condition as before the commencement of the work and within a reasonable time, the City may restore or maintain same, after giving the Company thirty (30) days' written notice, provided however that if the Company is proceeding diligently to restore the property, the time for restoration shall be extended for such time as is necessary for the Company to complete the restoration. If the Company fails to restore the Public Rights-of-Way or public places appropriately, the Company will receive a bill for the cost of the City repairing same. The Company shall, within thirty (30) days after receiving such bill, pay the actual cost for such service. After the third such instance of a failure, and in each instance of failure thereafter, to restore the Public Right of Way or public places appropriately in any calendar year, the City may include a penalty ofup to ten percent (10%) of the City’s cost of repairs. Any penalty of less than One Hundred Dollars ($ 100.00) shall be waived as de minimtts, (E) if City abandons any Public Right-of-Way in which Company has facilities, Company shall have the right to continue its use of the former Public Right-of-Way upon reasonable conditions to be determined by the City. . (F) The Company will insure against all the risks undertaken pursuant to this franchise including general liability insurance with a combined single limit of $1,000,000 per occurTence. 9 812 S:\Our Documents\Ordinanca\01\TXU Gas Franchise 200 I ,doc Such insurance may be in the form of self-insurance to the extent permitted by applicable law, under a Company approved formal plan of self-insurance maintained in accordance with sound accounting and risk-management practices. Such insurance coverage or plan of self-insurance is subject to the approval of the Risk Manager of the City, whose approval shall not be unreasonably withheld or delayed. A certificate of insurance shall be provided to the City annually, no later than October 1 st for each year during the term of Company’s franchise, evidencing such coverage, and additionally within thirty (30) calendar days of any substantial changes in the nature of its coverage under this Section. Should Company elect to self-insure, its annual notice to the City shall contain information clearly identifying the process for filing a claim against such coverage. The City acknowledges that Company is self-insured or desires the ability to be self- insured. Nothing herein prevents the City from agreeing to substitute self-insurance coverage for the previously listed coverage requirements, upon proof of such self-insurance submitted to the City, and such agreement shall not be unreasonably withheld. SECTION 11. MAPPING OF DISTRIBUTION SYSTEM The Company shall within one (1) year after the granting of this franchise file with the City Manager or his designee a map or maps in convenient book, atlas form, or digital format (if available and requested by City) or shall correct and bring up to date any map or maps now on file (including providing the map or maps in digital format, if available and requested by the City). The maps shall show with reasonable detail Company's entire gas distributing system in the City, as same then exists, which shall include the locations and dimensions and depths, to the extent reasonably possible, of all mains, pipes, manholes, connections with premises and other apparatus employed by Company, and which map shall be corrected and brought up to date by Company annually. The information provided pursuant to this paragraph shall be based on Company ' s original installation specifications unless otherwise noted. It is further agreed by 10 813 S:\Our Documents\Ordinances\01\TXU Gas Franchise 2001 .doc City and Company that provision ofthis information does not relieve the Company, City or other third parties from an obligation to utilize all appropriate procedures to locate underground facilities, including the obligation to notify a notification center established pursuant to Tex. Utility Code Chapter 251, prior to conducting work in the right of way such as excavating, drilling, underground boring, jac;king, or open cuttIng. SE(,-.-TION 12. RELOCATION OF COMPANY EQUIPMENT (A) if the City in constructing its sewers, streets, utilities or other public works should require any mains> pipes or other System facilities or equipment to be shifted or relocated, such mains> pipes or other System equipment shall be timely shifted or relocated by Company at its own expense as and when required by the City. The City shall not require Company to remove the facilities entirely from a street, sidewalk, curb, alley, highway, or public way unless suitable alternatives are available for relocation of its facilities. (B) Wben the Company is required by the City to remove or relocate its mains, laterals3 and other System facilities or equipment to accommodate construction of Public Rights- of-Way or other public or City-owned facilities and the Company is eligible for reimbursement or surcharge under federal, state, county, local or other programs for reimbursement of costs and expenses incurred by the Company as a result of the ordered relocation, and the application for reimbursement or surcharge is required by statute, written governmental policies, or rules to be filed and processed by the City, the City shall make reasonable efforts to timely and promptly notify the Company of any application deadlines of which it may be aware, and Company costs and expenses shall be included in any application by City for reimbursement, if Company submits its costs and expense documentation to the City prior to the filing of the application. Nothing herein shall be construed to prohibit, alter or modify in any way the right of the Company to seek or recover a surcharge pursuant to Section 104.112 of the Texas Utilities Code. 11 814 S:\Our Documents\Ordinances\Ol\TXU Gas Franchise 200 1 .doc SECTION 13. LAYING OF LINES IN ADVANCE OF PAVING (A) Whenever the City shall conclude to pave any Public Right-of-Way in which mains and pipes already exist or in which Company may propose to lay its mains or pipes, the Company may be required, at no expense to the City, in advance of such paving, to renew such mains or pipes, if defective or inadequate in size pipes and to lay service lines, or renew same, if inadequate in size or defective, to the property lines where buildings are already located without regard to the number of customers along the line. (B) The Company shall be given one hundred twenty (120) days' written notice of the intention of the City to pave any such Public Right-of-Way and specifying the new locations for the lines. Within one hundred twenty (120) days from receipt of such notice, the Company shall initiate work and thereafter proceed in a workmanlike manner to completion of the necessary work. If the Company should fail to so proceed, and such street or alley is thereupon paved, except in an emergency, the Company shall for two (2) years thereafter not be allowed to cut such pavement or excavate in such paved street or alley for any purpose, except by written permission of the City Manager under such terms and conditions as the City Manager may reasonably subscribe. SECTION 14. CONFLICTING FRANCHISES If the Company, in laying its pipes, shall come into conflict with the rights of any other person or corporation having a franchise from the City, the City Council shall decide all questions concerning the conflicting rights of the respective parties, and shall determine the location of the structures of the said parties and shall reconcile their differences. The Company records shall be available to City for review and inspection for compliance with this franchise at reasonable times and upon reasonable notice. SECTION 15. INSTALLATION OF METER 12 815 S:\Our Documents\Ordin©lces\0 l\TXU Gas Franchise 200 1 .doc Company shall install upon or immediately adjacent to the premises of each residential customer a meter of standard type for the purpose of accurately measuring the gas consumed by such customer. If a meter is installed in or near the Public Rights of Way, Company agrees to discuss with the City Engineer or his delegate the aesthetics of the meter placement. If agreement cannot be reached, the Company may install standard equipment. SECTION 16. EXTENSIONS FOR RESIDENTIAL CUSTOMERS Company shall be required to extend distribution mains in any street up to one hundred (100) feet for any one residential customer, in accordance with its extension policy that has been approved by the City; provided, however, if the anticipated connected load is calculated to prohibit Company a reasonable return on its investment as may be allowed by statute, law, or regulation and the provision of service is not economically feasible, the cost of such extension shall be borne by customer. Company shall not be required to extend transmission mains in any Public Rights-of-Way within City or to make a tap on any transmission main within City unless Company agrees to such extension by a written agreement between Company and a customer. SECTION 17. DUTY TO SERVE The Company hereby agrees that it will not arbitrarily refuse to provide service to any one that it is economically feasible for the Company to serve. In the event that a party is refused service, said party may request a hearing before the City Council of the City, said hearing to be held within forty-five (45) days from the date of the request for hearing. The Council may order the Company to provide service, amend the franchise or take any other action necessary to bring the Company into compliance with the intent of the Council in granting this franchise> including termination or forfeiture of the franchise in accordance with Section 25. The Council shall render its opinion at its next regular meeting but in no event shall it be required to act in less than seven (7) days. 13 816 S.\Our Documents\Ordinances\0 l\TXU Gas Franchise 200 la.doc SECTION 18. RATES Company shall furnish reasonably adequate service to the public at reasonable rates and charges therefor and Company shall maintain its System in good order and condition. Such rates shall be established in accordance with all applicable statutes and ordinances. Company shall maintain on file with the City copies of its current tariffs, schedules or rates and charges, customer service provisions, and line extension policies. The rates and charges collected from its customers in the City shall be subject to revision and change by either the City or Company in the manner provided by law. SECTION 19. INSTALLATION CHARGES, DEPOSITS AND -OTHER COMPANY CHARGES (A) in addition to the rates charged for gas supplied and transported, Company may make and enforce reasonable charges, rules and regulations for service rendered in the conduct of its business in accordance with its tariffs, rate schedules, service policies, and Quality of Service Rules as approved by the City and filed with the Texas Railroad Commission. Company may require, before fbmishing service, the execution of a contract for such service. (B) Company shall be entitled to require each and every customer, before service is commenced or reinstated, to satisfactorily establish credit pursuant to the Company's Quality of Service Rules as may be in effect during the term of this franchise. Said deposit shall be retained and refunded in accordance with such Quality of Service Rules and shall bear interest, as provided in Section 183.001 through 183.006 Tex. Util. Code, (Vernon’s 2001), including any and all fbture amendments to said Article. Upon termination of service, Company shall be entitled to apply said deposit, with accrued interest, to any indebtedness owed Company by the customer making the deposit. (C) Company shall have the right to contract with each customer with reference to the 14 817 S:\Our Documents\Ordinanca\0 l\TXU Gas Franchise 200 1 .doc installation of, and payment for, any and all of the gas piping Born the connection thereof with the Company's main in the right-of-way to and throughout the customer’s premises. Company shall own, operate and maintain all service lines, which are defined as the supply lines extending from the Company’s main to the customer's meter where gas is measured by Company. The customer shall own, operate, and maintain all yard lines and house piping, which are defined as supply lines extending from the point of connection with the Cornpany's customer meter where gas is measured to the point of connection with customer's house piping. SECTION 20. PAYMENTS TO THE CITY (A) in consideration of the privilege and license granted by City to Company to use and occupy the Public Rights-of-Way in the City for the conduct of its business, Company, its successors and assigns, agrees to pay and City agrees to accept such franchise fees in the amount and manner described herein. Such payments shall be made on a quarterly basis, on or before the forty-fifth (45th) day following the end of each calendar quarter. The franchise fee shall be a sum of money that shall be equivalent to four percent (4%) of the quarterly Gross Revenues7 as defined in Section 8(C), received by the Company from the sale of gas to its customers, including but not limited to residential, commercial, industrial, governmental, municipal and transportation service customers within the corporate limits of City. The first payment hereunder shall be due and payable on or before April 1, 2002, and shall be based upon Company ' s Gross Revenues received during the calendar year ending December 3 1, 2001 and shall be payment for the rights and privileges granted hereunder during the period of January 1, 2001 though December 3 1 > 2001. Subsequent payments shall be due and payable quarlerly thereafter on or before the fincen ( 15'h) day of the second month following the end of the calendar quarter upon which the payment is based and shall be payment for the rights and privileges granted hereunder during the calendar quarter in which payment is made, that it, the quarterly payments shall be as follows : 15 818 S:\Our Documents\Ordinances\01\TXU Gas Franchise 2001 doc Payment Quarter Upon Which Quarter For Which Due Date Payment is Based Payment is Made May 15 Jan. 1 – Mar. 31 Jan. 1 – Mar. 3-1 Aug. 15 Apr. 1 – June 30 Apr. 1 – June 30 Nov. 15 July 1 – Sept. 30 July 1 - Sept. 30 Feb. 15 Oct. 1 - Dec. 31 Oct. 1 - Dec. 31 Provided, however, if Company, prior to April 1, 2002, can provide the City with sufficient evidence to demonstrate that Company’s predecessor–Lone Star Gas Company–had been prepaying its franchise fee under the franchise entered into by the parties under Ordinance No. 82- 56 so that each payment constituted a payment for the rights and privileges granted during the calendar year in which the payment is made, the parties agree to amend this franchise to revise the quarterly payment schedule to reflect and account for the prepayment. (B) The value of gas transported by Company for Transport Customers shall be determined as set forth in this paragraph. Should the transportation customer fail or refuse to disclose or furnish such purchase price to Company, Company shall establish same by utilizing 110% of the Houston Ship Channel index of prices for large packages of gas published each month in Inside FERC’s Gas Market Report (or a successor publication or another publication ageed upon by the City and Company) for the period of time the transportation service is performed. Company agrees to give to City, upon Request, access to confidential information so removed in order for the City to verify the accuracy of the information provide to the City under the provisions of this paragraph. Failure or inability of Company to collect the 4% franchise fee from its Transport Customers does not relieve it of its responsibility and obligations to remit payment in the amount of 4% of value of such gas to the City. (C) The aforesaid franchise fee shall be in lieu of any and all other additional 16 819 S:\Our Documents\Ordinanca\Ol\TXU Gas Franchise 200 1 .doc occupation taxes, municipal license, permit and inspection fees, street or alley rentals or charges, and all other and additional charges, levies, fees, and rentals of whatsoever kind or character which City may now impose or hereafter levy and collect from Company or Company’s agents, save and except the Company’s obligation to reimburse the City for street repairs and regulatory expenses in excess of $25,000 under Section 103.022 of the Gas Utility Regulatory Act (Tex. Util. Code Section 103 .022) or any successor law, and the payment ofad valorem taxes, sales and use taxes, special taxes, and assessments for public improvements, and any fees associated with the use of City-owned poles, which are not affected by Company's payment of franchise fees hereunder. Franchise fees are payable by Company to City in addition to general or special ad valorem taxes which City is authorized to levy and impose upon real and personal property, sales and use taxes, and the special taxes and assessments and fees excepted above. Should City not have the legal power to agree that the payment of the foregoing sums of money shall be in lieu of occupation taxes, licenseg, fees, street or alley rentals or charges, easements or franchise taxes, then City agrees that it will apply so much of said sums of money paid as may be necessary to satisfy Company’s obligations, if any, to pay such occupation taxes, licenses, charges, fees or rentals. (D) if the Company. fails to pay when due any payment provided for in this Section, Company shall pay such amount plus interest at the current prime rate per annum, from such due date until payment is received by City. The reimbursement of the City by Company for hiring experts in connection with the rate making process pursuant to state law for which the Company may be legally liable shall not be deducted from the gross receipts payment. (E) Company shall notify the City of the identity of any customer of Company that changes from a tariffed rate to a contract rate with forty-five (45) days of such change. SECTION 2 1. BOOKS AND RECORDS 17 820 S:\Our Documents\Ordinanca\01\TXU Gas Franchise 2001.doc (A) Company agrees that at the time of each quarterly payment, Company shall also submit to the City a sworn statement showing: (i) its Gross Revenues for the preceding calendar quarter from the sale of gas to its customers, including but not limited to residential, commercial, industrial, governmental and municipal customers, within said corporate limits, inclyding the amount of revenues received by Company for the transportation of gas; (ii) the coded identity of Company's transportation service customers during the preceding calendar quarter, and (iii) the valuel volumep and transport fee of gas transported during the proceeding calendar quarter for such transportation service customers, calculated in accordance with Section 20(B) above. Upon requestJ City shall have access at Company’s office to the actual identity of Company's Transport Customers and their suppliers as long as such information shall remain confidential, and no copies of such information may be made. (B) City may, if it sees fit, have the books and records of Company examined by a representative of said City to ascertain the correctness of the sworn reports agreed to be filed herein. If such an examination reveals the Company has underpaid the City, then City shall provide Company written notification from City regarding the existence of such underpayment, Company shall remit the amount of underpayment to City within 10 days. SECTION 22. RESERVATION OF RIGHTS: GENERAT r (A) The City reserves to itself the right and power at all times to exercise, in the interest of the public and in accordance with state law, regulation and control of Company's rates and services to insure the rendering of efficient public service at reasonable rates, and the maintenance of Company’s System in good repair throughout the terms of this franchise. (B) The rights, privileges, and franchises granted by this ordinance are not to be considered exclusive, and City hereby expressly reserves the right to grant, at any time, like privileges7 rights, and franchises as it may see fit to any other person or corporation for the 18 821 S:\Our Documents\Ordinances\Ol\TXU Gas Franchise 200 1 _doc purpose of furnishing gas for light, heat, and power and for City and the inhabitants thereof. (C) City expressly reserves the right to own and/or operate its own system for the purpose of transporting, delivering, distributing, or selling gas to and for the City and iralabitants thereof and may, in accordance with applicable state law and the Denton City Charter, purchase this franchise from the Company. SECTION 23 . RIGHT TO INDEMNIFICATION AND TO BE HELD HARMLESS The Company shall indemnify, defend and hold harmless the City and all of its present, future and former agents, employees, officials and representatives in their official, individual and representative capacities from and against any and all liability created by, arising from or in any manner relating to the construction, operation, maintenance, repair or replacement of the Company’s System and facilities or the use of the Public Rights-of-Way or in any way growing out of the granting of this franchise, either directly or indirectly, or by reason of any act, negligence, or nonfeasance of the contractors, agents or employees of the Company. As used herein, the term "liability" includes, but is not limited to, any and all claims, demands, causes of action, judgments, liens, and expenses (including attorney's fees, whether contractual or statutory), costs and damages (whether common law or statutory, and whethet actual, punitive, consequential or incidental) of any conceivable character, due to or arising from injuries to persons (including death) or to property (both real and personal). The indemnity provided herein expressly includes any liability arising through the doctrines of strict or products liability and any liability arising under the constitutions of the United States or Texas. Upon the commencement of any suit or proceeding at law against the City relating to or covering any matter covered by this indemnity, the City shall tender the defense of said suit or proceeding at law to the C'ompany> and the Company shall thereupon at its own cost and expense defend, compromise, or settle the same. Any settlement involving a claim or cause of action against the City sha117 unless otherwise 19 822 S:\Our Documents\Ordinanca\0 l\TXU Gas Franchise 200 1 .doc agreed to by the City, release the City hom any and all liability as a result of said claim or cause of action. This indemnity and hold harmless agreement shall not apply to any situation to the extent the city is solely liable for the actions, suits or claims of injury or damage by reason of City's sole negligence. SECTION 24. RENEGOTIATION If either City or Company requests renegotiation of any term of this franchise ordinance, Company and City agree to renegotiate in good faith revisions to any and all terms of this franchise ordinance. If the parties cannot come to agreement upon any provisions being renegotiated, then the existing provisions of the franchise ordinance will continue in effect for the remaining term of the franchise. SECTION 25. TERMINATION (A) in addition to any rights set out elsewhere in this ordinance, the City reserves the right to terminate the franchise and all rights and privileges pertaining thereto, in the event that the Company violates any material provision of the franchise or the Company becomes insolvent, or is adjudged bankrupt. (B) Procedures for Termination. (1) The City may, at any time, terminate this franchise for a continuing material violation by the Company of any of the substantial terms hereof. In such event) the City shall give to Company written notice, specifying all grounds on which termination or forfeiture is claimed, by registered mail, addressed and delivered to the Company at the address set forth in Section 7 hereof. The Company shall have sixty (60) days after the receipt of such notice within which to cease £uch violation and comply with the terms and provisions hereof. In the event Company fails to cease such violation or otherwise comply with the terms hereof, then Company’s franchise is subject to 20 823 S:\Our Documenb\Ordinances\C) 1\TXU Gas Franchise 200 1. doc termination under the following provisions. Provided, however, that, if the Company commences work or other efforts to cure such violations within thirty (30) days after receipt of written notice and shall thereafter prosecute such curative work with reasonable diligence until such curative work is completed, then such violations shall cease to exist, and the franchise will not be terminated. (2) Termination shall be declared only by written decision of the City Council after an appropHate public proceeding whereby the Company is afforded the full opportunity to be heard and to respond to any such notice of violation or failure to comply. The Company shall be provided at least ten (10) days prior written notice of any public hearing concerning the termination of the franchise. In addition, ten (10) days notice by publication shall be given of the date, time and place of any public hearing to interested members of the public, which notice shall be paid for by the Company. (3 ) The City, after full public hearing, and upon finding material violation or failure to comply, may terminate the franchise or excuse the violation or failure to comply, upon a showing by the Company of mitigating circumstances or upon a showing of good cause of said violation or failure to comply as may be determined by the City Council . (4) Nothing herein stated shall prevent the City from seeking to compel compliance by suit in any court of competent jurisdiction if the Company fails to comply with the terms of this franchise after due notice and the providing of adequate time for Company to comply with said terms. SECTION 26. SEVERABILITY This ordinance and every provision hereof, shall be considered severable, and the invalidity or unconstitutionality of any section, clause, provision, or portion of this ordinance 21 824 S :\Our Documents\Ordinances\0 l\TXU Gas Franchise 200 1.doc shall not affect the validity or constitutionality of any other portion of this ordinance. If any term or provision of this ordinance is held to be illegal, invalid or unenforceable, the legality, validity or unenforceability of the remaining terms or provisions of this ordinance shall not be affected thereby . SECTION 27. NO WAIVER Either City or the Company shall have the right to waive any requirementcontained in this ordinance, which is intended for the waiving party's benefit, but, except as otherwise provided herein, such waiver shall be effective only if in writing executed by the party for whose benefit such requirement is intended. No waiver of any breach or violation of any term of this ordinance shall be deemed or construed to constitute a waiver of any other breach or violation, whether concurrent or subsequent, and whether of the same or a different type of breach or violation. SECTION 28. EFFECTIVE DATE This franchise shall be effective only after: (a) its final passage by the City Council; (b) receipt by the City of Company’s acceptance as provided by Section 2 herein; and (c) final publication as required by law. The ordinance shall be passed by a majority vote of the entire City Council at three regular meetings of Council. The City Secretary shall publish, at the Company’s expense, the complete text of this ordinance in a newspaper of general circulation. Publicationshall take place once each week for three consecutive weeks in the official newspaper published in the City of Denton. The ordinance shall not become effective until thirty days after its final passage in accordance with the City Charter. The above-referenced actions having taken place, the effective date of this ordinance will be January 17 , 2002 PRESENTED, AND GIVEN first reading on the 18 day of September , 2001, at a 22 825 S:\Our D<xuments\Ordinances\01\TXU Gas Franchise 200 1 .doc regular meeting of the City Council of the City of Denton, Texas; and given second readingJ passed and approved on the 18 day of December 2001, by a vote of X ayes and a noes at a regular meeting of the City Council of the City of Denton, Texas. #„la..,„Zd,.#2,=,a /. L. RONIBEASLEY@YTR Fm ATTEST: JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY The City of Denton, Texas, acting herein by its duly constituted authorities, hereby declares the foregoing Ordinance passed on first reading on the 18lh day of September, 2001 ; and passed on second reading on the 16 day of October , 2001; and passed on third reading on the 1 day of December ,W\ and being finally effective as of the 1 7 day of January ! /s/ Abstained Euline Brock, Mayor za meMark B<frroug$II /S/ Roni BeMey, Co-uncil IsI a Bi JarmCouncit Mel r 23 826 S:\Our Documents\Ordinances\Ol\TXU Gas Franchise 2001 .doc The above and foregoing ordinance read, adopted on first reading and passed to second reading by the following votes, this the 18th day of September, 2001, at a regular session of the City Council. Euline Brock, Mayor, abstained from voting. Mark Burroughs, Council Member, voting aye. Roni Beasley, Council Member, voting aye. Perry McNeill, Council Member, voting aye. Jane Fulton, Council Member, voting aye. Mike Phillips, Council Member, voting aye. Raymond Redmon, Council Member, voting aye. The above and foregoing ordinance read, adopted on second reading and passed to third reading by the following votes, this the 16th day of October, 2001, at a regular session ofthe City Council. Euline Brock, Mayor, abstained from voting. Mark Burroughs, Council Member, absent. Roni Beasley, Council Member, voting aye. Perry McNeill, Council Member, voting aye. Jane Fulton, Council Member, voting aye. Mike Phillips, Council Member, voting aye. Raymond Redmon, Council Member, voting aye. The above and foregoing ordinance read, adopted on third reading and passed by the following votes, this the 18th day of December, 2001, at a regular session of the City Council. Euline Brock, Mayor, abstained from voting. Mark Burroughs, Council Member, voting aye. Roni Beasley, Council Member, voting aye. Perry McNeill, Council Member, voting aye. 24 827 S:\Our Documents\Ordinances\0 l\TXU Gas Franchise 200 1.doc Jane Fulton, Council Member, voting aye. Mike Phillips, Council Member, voting aye. Raymond Redmon, Council Member, absent. 25 828 ORDINANCE NO. dFF - AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING SETTLEMENT OF LITIGATION STYLED CITY OF DENTON ld TEXAS UTILITIES COMPANy, ET AL., CAUSE NO. 009383 CURRENTLY PENDING IN THE 134TM DISTRICT COURT OF DALLAS COUNTY, TEXAS; AUTHORIZING THE CITY MANAGER AND THE CITY ATTORNEY TO ACT ON THE CITY'S BEHALF IN EXECUTING ANY AND ALL DOCUMENTS NECESSARY TO EFFECT SUCH SETTLEMENT UNDER THE TERMS SET FORTH IN THE ATTACHED COMPROMISE SETTLEMENT AND RELEASE AGREEMENT, AND TO TAKE SUCH OTHER ACTIONS DEEMED NECESSARY TO FINALIZE THE SETTLEMENT; AND DECLARING AN EFFECTIVE DATE. THE CITY COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTIO~N 1~. The settlement of litigation styled City ofDenton v. Texas Utilities Company, et al., Cause No. 009383 pending in the 134th District Court ofDallas County, is hereby approved, and the City Manager is hereby authorized to execute a Compromise Settlement and Release Agreement and other related documents deemed by the City Manager and the City Attorney to be necessary to conclude the settlement of said litigation as set forth substantially in accordance with the attached Compromise Settlement and Release Agreement. SECTION 2. The City Attomey is hereby authorized to provide TXU, through their attorneys, a fully executed copy of this ordinance and a fully executed original of the Compromise Settlement and Release Agreement. SECTION 3. approval. PASSED AND APPROVED this the This ordinance shall become effective immediately upon its passage and day of (/7,2ff2/24.., ,2002. HSd, ~'~~PROTEM ATTEST: JENNIFER WALTERS,1CITY SECRETARY Ap~QTo~E; A/S TO~L-EGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY 829 COMPROMISE, SETTLEMENT AND RELEASE AGREEMENT This Compromise, Settlement, and Release Agreement (the "Agreement") is made and entered into as of the date set forth below by and between the City ofDenton (the "City") and TXU Electric Company n/Wa TXU US Holdings Company ("TXU Electric"), TXqI Gas Company ("TXU Gas") and TXU Corp. (collectively sometimes referred to as the "TXU Defendants"): WHEREAS, there is currently pending in the 134~h Judicial District Court ofDallas County, Texas, in Cause No. 00-9383, a suit styled City ofDenton, Texas et al. vs. TXUElectric Company, et al. (the "Litigation") which includes claims by the City against the TXU Defendants arising out of the electric and gas franchise ordinances entered into by and between the City and TXU Electric and TXU Gas and, specifically, a dispute with regard to the amount offranchise fees paid to the City by TXU Electric and TXU Gas; WHEREAS, the City and the TX-tJ Defendants have compromised and settled all claims asserted in the Litigation; NOW, THEREFORE, in order to settle and finally resolve the causes of action asserted in the Litigation and to fully and finally resolve all disputes and claims arising out of the calculation and payment of franchise fees to the City by TXU Electric and TXU Gas prior to and through December 31,2001, for the mutual promises and covenants set forth in this Agreement, the adequacy and sufficiency ofwhich consideration is acknowledged, and, without the TXU Defendants having admitted any of the validity of any allegations made in the Litigation, the City and the TXU Defendants agree as follows: 1. AMENDMENTS TO THE ELECTRIC FRANCHISE ORDINANCE As the result of electric industry restructuring, the electric franchise formerly held by TXU Electric has been assigned to Oncor Electric Delivery Company ("Oncor"), accordingly, effective January 1, 2002, the City agrees to enter into and TXU Electric agrees to cause Oncor to COMPROMISE~ SETTLEMENT AND RELEASE AGREEMENT - Pane I 830 accept an amendment to the current electric franchise ordinance substantially in the form of the amendment attached as Exhibit A which amendment shall, at the election of the City, provide that the Discretionary Services Charges identified in Section 6.1.2 of the Tariff for Retail Delivery applicable to Oncor which are directly paid by the customer and which are those charges identified as items DD 1 through and inclusive ofDD24 in said tariff, shall be subject to an additional franchise fee based on 4% of such charges which additional franchise fee shall be paid to the City pursuant to the terms ofthe amendment attached as Exhibit A. The City acknowledges that Oncor may file with the Texas Public Utility Commission and/or the City a tariff amendment in compliance.with the terms of this agreement, which will provide that Oncor shall have the right to collect from the customer the franchise fee on such Discretionary Service Charges such that the customer shall bear 100% of the franchise fee on such Discretionary Service Charges. The City acknowledges that Oncor is an intended third-party beneficiary ofthis agreement and agrees to cooperate with Oncor in order for Oncor to pass through to customers the entire fzanchise fee on such Discretiona~ Service Charges by taking the following actions: (i) to the extent the City acts as regulatory authority, by adopting and approving that portion of any tariff in compliance with the terms of this Agreement which provides for 100% recovery of such franchise fees; (ii) in the event the City intervenes in any regulatory proceeding before a federal or state agency in which the recovery of the franchise fees on such Discretionary Service Charges is an issue, the City will take an affmuative position supporting the 100% recovery of such franchise fees by Oncor and; (iii) in the event of an appeal of any such regulatory proceeding in which the City has intervened, the City will take an affirmative position in any such appeals in support ofthe 100% recovery ofsuch franchise fees by Oncor. The City further agrees not to take any action to prevent the recovery of the franchise fees on such Discretionary . Service Charges by Oncor and to take other action which may be reasonably requested by Oncor to provide for the 100% recovery of such franchise fees by Oncor. COMPROMISE. SETTLEMENT AND RELEASE AGREEMENT - Pa~e 2 831 2. AMENDMENTS TO THE GAS FRANCHISE ORDINANCE Effective January 1, 2002, the City agrees to enact and TXU Gas agrees to accept an amendment to the current gas franchise ordinance substantially in the form of the amendment attached as Exhibit B to provide that, at the election of the City, the franchise fee will increase to a maximum of4.00% ofthe applicable fi-anctfise fee payment base and, at the election ofthe City, the franchise fee payment base shall be amended to include miscellaneous fees, contributions in aid.of construction, bad debt expense, transportation revenues and third-party gas sales and gross receipts fees as well as a favored nations clause with respect to franchise fee payments and franchise fee calculations, substantially in the form of the provisions in Exhibit B. The City acknowledges that TXU Gas has the right to recover from its ratepayers such additional franchise fee payments to the City and the City agrees to cooperate with TXU Gas in order for TXU Gas to pass through to its ratepayers the entire franchise fee payment, as amended, by taking the following actions: (i) as regulatory authority, by adopting and approving the ordinance, rates or tariff which provide for 100% recovery ofsuch franchise fees as part ofTXU Gas~ rates; (ii) in the event the City intervenes in any regulatory proceeding before a federal or state agency in which the recovery of TXU Gas' franchise fees is an issue, the City will take an affirmative position supporting 100% recovery of such franchise fees by TXU Gas and; (iii) in the event of an appeal of any such regulatory proceeding in which a City has intervened, the City wilt take an affirmative position in any such appeals in support ofthe 100% recovery ofsuch franchise fees by TXU Gas. The City further agrees not to take any action to prevent the recovery of such franchise fees by TXU Gas and to take other action which may be reasonably requested by TXU Gas to provide for the 100% recovery of such franchise fees from TXU Gas' ratepayers. COMPROMISE. SETTLEMENT AND RELEASE AGREEMENT - Pa~e 3 832 3. PAYMENTS TO THE CITY Upon execution and delivery of a fully executed and notarized original of this Agreement and conditioned upon the dismissal of the Litigation with prejudice as provided by Paragraph 5: A. TXU Gas agrees to pay to the City by payment to its attorneys, Strasburger & Price, the sum of $100,677.00 the same being City's share of an aggregate sum of exactly 2,000,000.00 which TXU Gas agreed to pay to the Plaintiffs in the Litigation, which 2,000,000.00 amount is calculated by multiplying the general business revenues received by TXU Gas in the calendar year 2000 in the City in which TXU Gas did business in the aggregate amount of $165,591',132.80 by a factor equal to 0.0120779414. The City acknowledges that TXU Gas has the right to and shall recover the portion of the $2,000,000.00 amount actually paid to the Plaintiffs in connection with the settlement of the Litigation from its ratepayers pursuant to the tax adjustment clause applicable to TXU Gas, by applying a surcharge to the monthly bills rendered to its ratepayers, provided that the recovery of such surcharge shall be limited as follows: (1) the surcharge shall be amortized over a period not less than three years, and (2) the accrual balance will not be subject to interest. TXU Gas agrees that the franchise fee paid to the City and recovered from ratepayers under this Agreement will not include any amounts collected in the past from ratepayers. B. TXU Electric agrees to pay or cause Oncor to pay the City, by payment to its attomeys, Strasburger & Price, the sum of $3,405 the same being City's share of an aggregate sum of exactly $1,000,000.00 which TXU Electric agreed to pay to the Plaintiffs in settlement of the Litigation, which $1,000,000.00 is calculated by multiplying the general business revenues received by TXU Electric in the calendar COMPROM1SE~ SETTLEMENT AND RELEASE AGREEMENT - Pa~e 4 833 year 2000 in the City in which TXU Electric did business in the aggregate amount of 1,149,561,767.63 by a factor equal to 0.000869897. C. The TXU Defendants agree and expressly represent that none of the mounts set forth in paragraphs 3(B) and 4 shall be recovered from ratepayers pursuant to a tax adjustment clause or by applying a surcharge to the monthly bills rendered to ratepayers, or otherwise "passed thru" to ratepayer(s). 4. FEES AND EXPENSE REIMBURSEMENT Upon execution and delivepJ of a fully executed and notarized original of this Agreement and conditioned upon the dismissal of the Litigation with prejudice as provided by Paragraph 5, the TXU Defendants agree to pay and/or cause Oncor to pay the City, by payment to its attorneys, Strasburger & Price, the sum of $328,028.00 the same being City's share ofan aggregate sum ofexactly $915,000 which the TXU Defendants agreed to pay to the Plaintiffs to reimburse the Plaintiffs for attorneys' fees and expenses incurred in the Litigation. 5. DISMISSAL OF THE LITIGATION The parties recogn/ze and agree that this settlement is a full settlement of all claims asserted or which could have been asserted by the City against TXU Electric, TXU Gas and TXU Corp. in the Litigation related to the calculation or payment of f~anchise fees prior to and through December 31,2001 and the parties agree that, in connection with such settlement, they will jointly file with the Court havingjurisdiction ofthe Litigation appropriate pleadings in order to dismiss the Litigation with prejudice as to the City, with the order ofdismissal to provide that costs ofcourt will be taxed against the party incurring the same and be substantially in the form of the Agreed Order attached as Exhibit C. COMPROMISE. SETTLEMENT AND RELEASE AGREEMENT - Page 5 834 6. RELEASE OF THE TXU DEFENDANTS BY THE CITY Except for claims arising out ora breach of this Agreement, the City of Denton, on behalf of itself and its successors and assigns and any and all persons, entities or municipalities claiming by, through or under them, hereby RELEASES, DISCHARGES AND ACQUITS, forever and for all purposes, TXU Electhc Company (now known as TXU US Holdings Company), its successor Oncor Electric Delivery Company, TXU Gas Company, including its division TXU Gas Distribution, TXU Corp. and each of their respective agents, employees, officers, directors, shareholders, partners, insurers, attorneys, legal representatives, successors and assigns as well as their affiliated corporations, including TXU Business Services Company and TXU Energy Company LLC and its subsidiaries, from and against any and ali liability which they now have, have had or may have, and all past, present and future actions, causes of action, claims, demands, damages, costs, expenses, compensation, losses and attorneys' fees of any kind or nature whatsoever, or however described, whether known or unknown, fixed or contingent, in law or in equity, whether asserted or unasserted, whether in tort or contract, whether now existing or accruing in the future arising out of or related to the payment, calculation or rendition of franchise fees to the City on or before December 31,2001 and all claims which were asserted against the TXU Defendants in the Litigation or which could have been alleged against the TXU Defendants in the in the Litigation in any way related to the payment, calculation or rendition offranchise fees by the TXU Defendants on orbefore December 31, 2001. This release is intended to only release claims related to the payment, calculation or rendition of franchise fees by the TXU Defendants on or before December 31, 2001 and is not intended to release any other claim or cause of action that any party to this Agreement has, known or unknown, or which accrues in the future. COMPROMISE. SETTLEMENT AND RELEASE AGREEMENT - Pate 6 835 7. WARRANTY AS TO OWNERSHIP OF CLAIMS AND AUTHORITY A. The City warrants and represents that it is the owner of the claims being compromised, settled, discharged and released pursuant to this Agreement and each further warrants and represents that it has not previously assigned ali or any part of such claims to another entity or person. The City warrants and represents that there are no liens of any nature, assignments or subrogation interests in or to the money paid to the City under the terms of this Agreement. B. The TXU Defendants warrant that the person(s) executing this Agreement on their behalf has authority to bind the entity for whom such person signs this Agreement. 8. NO ADMISSION OF LIABILITY This Agreement is made to compromise, terminate and to constitute an accord and satisfaction of all of the claims released by this Agreement and the TXU Defendants admit no liability, fault or wrongdoing ofany nature or kind whatsoever and expressly deny and disclaim any liability, fault or wrongdoing alleged or which could have been alleged with regard to the claims asserted in the Litigation. 9. RECOVERY OF DAMAGES DUE TO BREACH In the event ofbreach by any party of the terms and conditions of this Agreement, a non-breaching party shall be entitled to recover all expenses as a result of such broach, includ'mg, but not limited to, reasonable attorneys' fees and costs. 10. MISCELLANEOUS PROVISIONS It is understood and agreed that all agreements and understandings by and between the parties to this Agreement with respect to the Litigation, the settlement of the Litigation and the payment of franchise fees are expressly embodied in this Agreement and that this Agreement supersedes any and all prior agreements, arrangements or understandings between the parties relat'mg COMPROMISE~ SETTLEMENT AND RELEASE AGREEMENT - Pa~e 7 836 to the claims released pursuant to this Agreement or any matters related thereto executed by the parties, including the Memorandum of Understanding dated January 31,2002 signed by counsel for the Plaintiffs and the TXU Defendants. 11. The parties acknowledge and agree that the terms ofthis Agreement are all contractual and not mere recitals. 12. The parties acknowledge that they have read this Agreement, understand its terms, and that this Agreement is entered into voluntarily, without duress, and with full knowledge of its legal significance. 13. This Agreement may not be modified in any manner, normay any rights provided for herein be waived, except by an instrument in writing signed by each party. 14. This Agreement shall be binding upon and shall inure to the benefit ofthe parties and their respective successors and assigns. 15. Should any term or any provision of this Agreement be declared invalid by a court of competent jurisdiction, the parties agree that all other terms ofthis Agreement are binding and have full force and effect as if the invalid portion had not been included. 16. The parties represent and warrant that n° party has been induced to enter this Agreement by a statement, action or representation ofany kind or character made by the persons or entities released under this Agreement or any person orpersons representing them, other than those expressly made in this Agreement. 17. It is understood and agreed that this Agreement may be executed in a number of identical counterparts, each of which shall be deemed an original for all purposes. 18. The headings contained herein are for convenience and reference only and are agreed, in no way, to define, describe, extend or limit the scope or intent of this Agreement or its provisions. 19. This Agreement shall be construed in accordance with the laws of the State of Texas. COMPROMISE~ SETTLEMENT AND RELEASE AGREEMENT - Pa~e 8 837 IN WITNESS WHEREOF, this Agreement has been executed by the parties as ofthe date set forth below. THE CITtY OF DENTONrTEXAS ~ IYe") ~,~','~ Mich'~l,A. Co, nduf~Cit~ Manago~ J ' Date: ~)~ / / ¢/OZv t ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: HERBERT L. PROUTY, CITY ATTORNEY BY: TXU ELECTRIC COMPANY n/k]a TXU US HOLDINGS COMPANY By: Its: Date: TXU GAS COMPANY Its: kl~:r ~-9 ~a~ Date: '-I ( I q ( ~ ~- TXU CORP. Date: - ~,/, 7,j,/~ COMPROMISE~ SETTLEMENT AND RELEASE AGREEMENT ~ Pace 9 838 STATE OF TEXAS § COUNTY OF DENTON § ~ 7~P/-d~r-'d/]~/7~/ This instrument was acknowledged before me on the .2~O'-:'day ofJune 2002, by-M4eh-ae~. ota41v~, a~ City Manager on behalf of the City of Denton, Texas. t;*~.~.~',, JANE E. RICHARDSON Notary Public State of Texas II My Commission Expires ~[ 7~ ~,k~'".,;~.'.,,.: %~... June 27, 2005 ~ STATE OF TEXAS § COUNTY OF DALLAS § Notary Public, State of Texas This instrument was acknowledged before me on the ~ day of~/2002, by(J-fi{'/J ~. ~T61a//£N~,O-~., ofTXU Electric Company n/kid TXU U8 Holdings Company, on behalf of said~ ~. ~~//~,//ota~ P~blic, State ~¥"Texas I STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on the day of 4-erie-2002, by~/~[o~te~J ~,/~o ct [e_ , ofTXU Gas Company, on behalf of said corporation. Owen T. Dnnkard t 'Notary Public, State of Texas r).} ,otaryl~ubll~,Stmofl,~ [ STATE OF TEXAS § COUNTY OF DALLAS § This instrument was acknowledged before me on the __ by COMPR( 7~43'day of ounc 2002, behalf of said co.oration. 839 EXHIBIT A ORDINANCE NO. AN ORDINANCE AMENDING THE EXISTING ELECTRIC FRANCHISE BETWEEN THE CITY AND ONCOR ELECTRIC DELIVERY COMPANY, TO PROVIDE FOR A DIFFERENT CONSIDERATION; PROVIDING AN EFFECTIVE DATE; PROVIDING FOR ACCEPTANCE BY ONCOR ELECTRIC DELIVERY COMPANY; FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS ORDINANCE IS PASSED IS OPEN TO THE PUBLIC AS REQUIRED BY LAW. WHEREAS, Oncor Electric Delivery Company, successor in interest to TXU Electric Company (hereinafter called "Oncor") is engaged in the business of providing electric utility service within the City and is using the public streets, alleys, grounds and fights-of-ways within the City for that purpose under the terms of a franchise ordinance heretofore duly passed by the governing body of the City and duly accepted by Oncor; and WHEREAS, the City and Oncor desire to amend said franchise ordinance to provide for a different consideration; OF NOW, THEREFORE, BE IT ORDAINED BY THE CITY COLrNCIL OF THE CITY TEXAS: that SECTION 1: The existing electric franchise ordinance between the City and Oncor Electric Delivery Company is amended as follows: mo Effective January 1, 2002, the franchise fee due from Oncor shall be a sum comprised of the following: 1)a charge, as authorized by Section 33.008(b) of PURA, based on each kilowatt hour of electricity delivered by Oncor to each retail customer whose consuming facility's point of delivery is located within the City's municipal boundaries and as specified by Oncor to the City by letter dated January 21, 2002. a)The franchise fee due pursuant to Section 33.008(b) of PURA shall be payable in accordance with the existing electric franchise; and 2)a sum equal to four percent (4%) of gross revenues received by Oncor from services identified in its "Tariff for Retail Delivery Service", Section 6.1.2, "Discretionary Service Charges," items DD 1 through DD24, that are for the account or benefit of an end-use retail electric consumer. 840 a)The franchise fee amounts based on "Discretionary Service Charges" shall be calculated on an annual calendar year basis, i.e., from January 1 through December 31 of each calendar year. b)The franchise fee amounts that are due based on "Discretionary Service Charges" shall be paid at least once annually on or before April 30 each year based on the total "Discretiona~ Service Charges" received during the preceding calendar year. B. Oncor Franchise Fee Recovery Tariff 1)Oncor may file a tariff amendment(s) to provide for the recovery of the franchise fee on Discretionary Service Charges. 2)City agrees (i) to the extent the City acts as regulatory authority, to adopt and approve that portion of any tariff which provides for 100% recovery of the franchise fee on Discretionary Service Charges; (ii) in the event the City intervenes in any regulatory proceed'rog before a federal or state agency in which the recovery of the franchise fees on such Discretionary Service Charges is an issue, the City will take an affn-mative position supporting the 100% recovery of such franchise fees by Oncor and; (iii) in the event of an appeal of any such regulatory proceeding in which the City has intervened, the City will take an affirmative position in any such appeals in support of the 100% recovery of such franchise fees by Oncor. 3)City agrees that it will take no action, nor cause any other person or entity to take any action, to prohibit the recovery of such franchise fees by Oncor. SECTION 2: In ali respects, except as specifically and expressly amended by this ordinance, the existing effective franchise ordinance heretofore duly passed by the governing body of the City and duly accepted by Oncor shall remain in full force and effect according to its terms until said franchise ordinance terminates as provided therein. SECTION3: This ordinance shall take effect upon its £mal passage and Oncor's acceptance. Oncor shall, within thirty (30) days from the passage of this ordinance, file its written acceptance of this ordinance with the Office of the City Secretary in substantially the following form: To the Honorable Mayor and City Council: Oncor Electric Delivery Company, acting by and through the undersigned authorized officer, hereby accepts in all respects, on this the __ day of Page 2 of 3 841 20 , Ordinance No. amending the current electric franchise between the City and Oncor and the same shall constitute and be a binding contractual obligation of Oncor and the City: Oncor Electric Delivery Company By Vice President SECTION 4. It is hereby officially found and determined that the meeting at which this Ordinance is passed is open to the public as required by law and that public notice of the time, place and purpose of said meeting was given as required. PASSED AND APPROVED TEXAS, this the a quorum was present and voting. BY THE CITY COUNCIL OF THE CITY OF day of ., 2002, at which meeting ATTEST: Mayor City Secretary APPROVED AS TO FORM: City Attorney Page 3 of 3 842 EXHIBIT B ORDINANCE NO. AN ORDINANCE AMENDING THE EXISTING GAS FRANCHISE BETWEEN THE CITY AND TXU GAS COMPANY, TO PROVIDE FOR A DIFFERENT CONSIDERATION AND TO AUTHORIZE THE LEASE OF FACILITIES WITHIN THE CITY'S RIGHTS-OF-WAY; PROVIDING AN EFFECTIVE DATE; PROVIDING FOR ACCEPTANCE BY TXU GAS COMPANY; FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS ORDINANCE IS PASSED IS OPEN TO THE PUBLIC AS REQUIRED BY LAW. WHEREAS, TXU Gas Company (herei.nafter called "TXU Gas") is, through its TXU Gas Distribution division, engaged in the business of furnishing and supplying gas to the general public in the City, including the transportation, delivery, sale, and distribution of gas in, out of, and through the City for all purposes, and is using the public streets, alleys, grounds and rights- of-ways within the City for that purpose under the terms ora franchise ordinance heretofore duly passed by the goverrfing body of the City and duly accepted by TXU Gas; and WHEREAS, the City and TXU Gas desire to amend said franchise ordinance to provide for a different consideration and to authorize the lease of facilities within the City's rights-of- way; OF NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY TEXAS: that SECTION 1: The existing gas franchise ordinance between the City and TX!J Gas Company is amended as follows: Effective January 1, 2002, the consideration payable by TXU Gas for the rights and privileges granted to TXU Gas by the franchise ordinance heretofore duly passed by the governing body of this City and duly accepted by TXU Gas is hereby changed to be four percent (4%) of the Gross Revenues, as defined in Section 1.B. below, received by TXU Gas. Gross Revenues" shall mean all revenue derived or received, directly or indirectly, by the Company from or in connection with the operation of the System within the corporate limits of the City and including, without limitation: 1) all revenues received by the Company from the sale of gas to all classes of customers within the City; 843 4) 5) all revenues received by the Company from the transportation of gas through the pipeline system of Company within the City to customers located within the City; the value of gas transported by Company for Transport Customers through the System of Company within the City ("Third Party Sales"), with the value of such gas to be reported by each Transport Customer to the Company, provided, however, that should a Transport Customer refuse to furnish Company its gas purchase price, Company shall estimate same by utilizing TXU Gas Distribution's monthly industrial Weighted Average Cost of Gas, as reasonably near the time as the transportation service is performed; and Gross revenues" shall include: a) other revenues derived from the following 'miscellaneous charges': charges to connect, disconnect, or reconnect gas within the City; ii.charges to handle returned checks from consumers within the City; iii.such other service charges and charges as may, from time to time, be authorized in the rates and charges on file with the City; and iv. contributions in aid of construction" ("CIAC"); b) revenues billed but not ultimately collected or received by the Company; and, c) gross receipts fees. Gross revenues" shall not include: a)the revenue of any Person including, without limitation, an affiliate, to the extent that such revenue is also included in Gross Revenues of the Company; b) sales taxes; and c) any interest income earned by the Company; and Page 2 of 5 844 d)all monies received from the lease or sale of real or personal property, provided, however, that this exclusion does not apply to the lease of facilities within the City's right of way unless the lessee is also an entity that pays franchise fees to the City. Calculation and Payment of Franchise Fees Based on CIAC O)The franchise fee amounts based on "Contributions in aid of Construction" CIAC") shall be calculated on an annual calendar year basis, i.e., from January 1 through December 31 of each calendar year. 2) Effect Gas The franchise fee amounts that are due based on CIAC shall be paid at least once annually on or before April 30 each year based on the total CIAC recorded during the preceding calendar year. of Other Municipal Franchise Ordinance Fees Accepted and Paid by TXU O)If TXU Gas should at any time after the effective date of this Ordinance agree to a new municipal franchise ordinance, or renew an existing municipal franchise ordinance, with another municipality, which municipal franchise ordinance determines the franchise fee owed to that municipality for the use of its public rights-of-way in a manner that, if applied to the City, would result in a franchise fee greater than the amount otherwise due City under this Ordinance, then the franchise fee to be paid by TXU Gas to City pursuant to this Ordinance shall be increased so that the amount due and to be paid is equal to the amount that would be due and payable to City were the franchise fee provisions of that other franchise ordinance applied to City. 2)The provisions of this Subsection D apply only to the amount of the franchise fee to be paid and do not apply to other franchise fee payment provisions, including without limitation the timing of such payments. TXU Gas Franchise Fee Recovery Tariff 1)TXU Gas may file with the City a tariff amendment(s) to provide for the recovery of the franchise fees under this amendment. 2)City agrees that (i) as regulatory authority, it will adopt and approve the ordinance, rates or tariff which provide for 100% recovery of such franchise fees as part of TXU Gas' rates; (ii) if the City intervenes in any regulatory proceeding before a federal or state agency in which the Page 3 of 5 845 recovery of TXU Gas~ franchise fees is an issue, the City will take an affirmative position supporting 100% recovery of such franchise fees by TXU Gas and; (iii) in the event of an appeal of any such regulatory proceeding in which the City has intervened, the City will take an affirmative position in any such appeals in support of the 100% recovery of such franchise fees by TXU Gas. 3)City agrees that it will take no action, nor cause any other person or entity to take any action, to prohibit the recovery of such franchise fees by TXU Gas. Lease of Facilities Within City's Rights-of-Way. TXU Gas shall have the fight to lease, license or otherwise grant to a party other than TXU Gas the use of its facilities within the City's public rights-of-way provided: (i) TXU Gas first notifies the City of the name of the lessee, licensee or user; the type of service(s) intended to be provided through the facilities; and the name and telephone number of a contact person associated with such lessee, licensee or user and (ii) TXU Gas makes the franchise fee payment due on the revenues from such lease pursuant to Sections I.A. and I.B. of this Ordinance. This authority to Lease Facilities Within City's Rights-of-Way shall not affect any such lessee, licensee or user's obligation, if any, to pay franchise fees. SECTION 2: In all respects, except as specifically and expressly amended by this ordinance, the existing effective franchise ordinance heretofore duly passed by the governing body of the City and duly accepted by TXU Gas shall remain in full rome and effect according to its terms until said franchise ordinance terminates as provided therein. SECTION 3: This ordinance shall take effect upon its final passage and TXU Gas' acceptance. TXU Gas shall, within thirty (30) days from the passage of this ordinance, file its written acceptance of this ordinance with the Office of the City Secretary in substantially the following form: To the Honorable Mayor and City Council: TXU Gas Distribution, a division of TXU Gas Company, acting by and through the undersigned authorized officer, hereby accepts in all respects, on this the __ day of , 20 ., Ordinance No. amending the current gas franchise between the City and TXU Gas and the same shall constitute and be a binding contractual obligation of TXU Gas and the City. Page 4 of 5 846 TXU Gas Distribution A division of TXU Gas Company By Vice President SECTION 4. It is hereby officially found and determined that the meeting at which this Ordinance is passed is open to the public as required by law and that public notice of the time, place and purpose of said meeting was given as required. PASSED AND APPROVED BY THE TEXAS, tkis the day of a quorum was present and voting.. CITY COUNCIL OF THE CITY OF 2002, at which meeting Mayor ATTEST: City Secretary APPROVED AS TO FORM: City Attorney Page 5 of 5 847 CITY OF DENTON, TEXAS, et al., Plaintiffs, VS. TXU ELECTRIC COMPANY, et al., NO. 009383 Defendants. IN THE DISTRICT COURT DALLAS COUNTY, TEXAS 134XHJUDICIALDISTRICT AGREED ORDER OF DISMISSAL WITH PREJUDICE AS TO THE CITY OF DENTON On this day, came on to be considered the above-referenced cause and Plaintiff, the City of Denton, and Defendants, by and through their respective attorneys of record, announced that the parties have compromised and settled their disputes and moved that this action be dismissed with prejudice as to the City ofDenton; IT IS, THEREFORE, ORDERED, ADJUDGED AND DECREED that the above-styled and numbered cause of action is dismissed with prejudice to the refiling of same as to the City of Denton, that ali costs hncurred are taxed against the party incurring same, and that any and all relief requested by the City of Denton not expressly granted herein is denied. SIGNED this day of 2002. JUDGE PRESIDING 848 APPROVED AND AGREED AS TO FORM AND CONTENT: STRASBURGER & PRICE, L.L.P. By: Kevin J. Maguire State Bar No. 12827900 ATTORNEY FOR PLAINTIFF HUNTON & WILLIAMS By: David P. Poole State Bar No. 16123750 ATTORNEY FOR DEFENDANTS TXU ELECTRIC COMPANY TXU GAS COMPANY AND TXU CORP. AGREED ORDER OF DISMISSAL- Page 2 849 AN ORDINANCE AMENDING THE EXISTING GAS FRANCHISE BETWEEN THE CITY AND TXU GAS COMPANY, TO PROVIDE FOR A DIFFERENT CONSIDERATION AND TO AUTHORIZE THE LEASE OF FACILITIES WITHIN THE CITY'S RIGHTS-OF-WAY; PROVIDING FOR ACCEPTANCE BY TXU GAS COMPANY; FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS ORDINANCE IS PASSED IS OPEN TO THE PUBLIC AS REQUIRED BY LAW; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, TXU Gas Company (hereinafter called "TXU Gas") is, through its TXU Gas Distribution division, engaged in the business of furnishing and supplying gas to the general public in the City, including the transportation, delivery, sale, and distribution of gas in, out of, and through the City for all purposes, and is using the public streets, alleys, grounds and rights- of-ways within the City for that purpose under the terms of a franchise ordinance heretofore duly passed by the governing body of the City and duly accepted by TXU Gas; and WHEREAS, the City and TXU Gas desire to amend said franchise ordinance to provide for a different consideration and to authorize the lease of facilities within the City's rights-of- way; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The existing gas franchise ordinance between the City and TXU Gas Company is amended as follows: Effective January 1, 2002, the consideration payable by TXU Gas for the rights and privileges granted to TXU Gas by the franchise ordinance heretofore duly passed by the governing body of this City and duly accepted by TXU Gas is hereby changed to be four percent (4%) of the Gross Revenues, as defined in Section 1.B. below, received by TXU Gas. Bo Gross Revenues" shall mean all revenue derived or received, directly or indirectly, by the Company from or in connection with the operation of the System within the corporate limits of the City and including, without limitation: 1)all revenues received by the Company from the sale of gas to all classes of customers within the City; 2)all revenues received by the Company from the transportation of gas through the pipeline system of Company within the City to customers located within the City; 3)the value of gas transported by Company for Transport Customers through the System of Company within the City ("Third Party Sales"), with the Page 1 850 value of such gas to be reported by each Transport Customer to the Company, provided, however, that should a Transport Customer refuse to furnish Company its gas purchase price, Company shall estimate same by utilizing TXU Gas Distribution's monthly industrial Weighted Average Cost of Gas, as reasonably near the time as the transportation service is performed; and 4) "Gross revenues" shall include: a) other revenues derived from the following 'miscellaneous charges': charges to connect, disconnect, or reconnect gas within the City; ii.charges to handle returned checks from consumers within the City; iii.such other service charges and charges as may, from time to time, be authorized in the rates and charges on file with the City; and iv. contributions in aid of construction" ("CIAC"); b) revenues billed but not ultimately collected or received by the Company; and, c) gross receipts fees. 5) "Gross revenues" shall not include: a)the revenue of any Person including, without limitation, an affiliate, to the extent that such revenue is also included in Gross Revenues ofthe Company; b) sales taxes;and c) any interest income earned by the Company; and d)all monies received from the lease or sale of real or personal property, provided, however, that this exclusion does not apply to the lease offacilities within the City's right of way. Calculation and Payment of Franchise Fees Based on CIAC 1)The franchise fee amounts based on "Contributions in aid of Construction" CIAC") shall be calculated on an annual calendar year basis, i.e., from January 1 through December 31 of each calendar year. Page 2 851 2)The franchise fee amounts that are due based on CIAC shall be paid at least once annually on or before April 30 each year based on the total CIAC recorded during the preceding calendar year. Effect of Other Municipal Franchise Ordinance Fees Accepted and Paid by TXU Gas 1)If TXU Gas should at any time after the effective date of this Ordinance agree to a new municipal franchise ordinance, or renew an existing municipal franchise ordinance, with another municipality, which municipal franchise ordinance determines the franchise fee owed to that municipality for the use of its public fights-of-way in a manner that, if applied to the City, would result in a franchise fee greater than the amount otherwise due City under this Ordinance, then the franchise fee to be paid by TXU Gas to City pursuant to this Ordinance shall be increased so that the amount due and to be paid is equal to the amount that would be due and payable to City were the franchise fee provisions of that other franchise ordinance applied to City. 2)The provisions of this Subsection D apply only to the amount of the franchise fee to be paid and do not apply to other franchise fee payment provisions, including without limitation the timing of such payments. TXU Gas Franchise Fee Recovery Tariff 1)TXU Gas may file with the City a tariff amendment(s) to provide for the recovery of the franchise fees under this amendment. 2)City agrees that (i) as regulatory authority, it will adopt and approve the ordinance, rates or tariff which provide for 100% recovery of such franchise fees as part of TXU Gas' rates; (ii) if the City intervenes in any regulatory proceeding before a federal or state agency in which the recovery of TXU Gas' franchise fees is an issue, the City will take an affirmative position supporting 100% recovery of such franchise fees by TXU Gas and; (iii) in the event of an appeal of any such regulatory proceeding in which the City has intervened, the City will take an affirmative position in any such appeals in support of the 100% recovery of such franchise fees by TXU Gas. 3)City agrees that it will take no action, nor cause any other person or entity to take any action, to prohibit the recovery of such franchise fees by TXU Gas. Lease of Facilities Within City's Rights-of-Way. TXU Gas shall have the fight to lease, license or otherwise grant to a party other than TXU Gas the use of its facilities within thc City's public rights-of-way provided: (i) TXU Gas first Page 3 852 notifies the City of the name of the lessee, licensee or user; the type of service(s) intended to be provided through the facilities; and the name and telephone number of a contact person associated with such lessee, licensee or user and (ii) TXU Gas makes the franchise fee payment due on the revenues from such lease pursuant to Sections I.A. and I.B. of this Ordinance. This authority to Lease Facilities Within City's Rights-of-Way shall not affect any such lessee, licensee or user's obligation, if any, to pay franchise fees. SECTION 2. In all respects, except as specifically and expressly amended by this ordinance, the existing effective franchise ordinance heretofore duly passed by the governing body of the City and duly accepted by TXU Gas shall remain in full force and effect according to its terms until said franchise ordinance terminates as provided therein. SECTION 3. This ordinance shall take effect upon its final passage and TXU Gas' acceptance. TXU Gas shall, within thirty (30) days from the passage of this ordinance, file its written acceptance of this ordinance with the Office of the City Secretary in substantially the following form: To the Honorable Mayor and City Council: TXU Gas Distribution, a division of TXU Gas Company, acting by and through the undersigned authorized officer, hereby accepts in all respects, on this the __ day of , 20 , Ordinance No. amending the current gas franchise between the City and TXU Gas and the same shall constitute and be a binding contractual obligation of TXU Gas and the City. TXU Gas Distribution A division of TXU Gas Company By Vice President SECTION 4. It is hereby officially found and determined that the meeting at which this O dlnance is passed is open to the public as~ qe~i~d by law and ~t public notice of the time, place and purpose of said meeting was give, as re~ ATTEST: ~ ,! - JENNIFER WALTERS, CITY SECRETARY AP~t~OVgD ~ TO LEGAL FORM: Page 4 853 HERBERT L. PROUTY, CITY ATTORNEY BY: The City of Denton, Texas, acting herein by its duly ,c~stituted authorities, hereby declares the foregoing Ordinance passed on.first reading on the ~ day of 7~a'~3'f-, 2002; and passed on seco, nd reading on the~/)-ifl day of~aav~- , 2002; an~ ~assed on third reading on the ~ day oft ~)~/m~O7,~0-2; and b~ing fl~ally effectiver~ of the ~_~z: day of O~z~- ,2002. / /.'~ - .'-~ I / -- s/ Abstained \ /s/~f./~~/~'/ Euline Brock, Mayor ! Mar~l~'Burrou~h&Mhy.~or.,Prd, Ten~,q ] Bob M6fitgomery, Cbuncil l~eml~er Perry M(e~ei]l, Coun~ Jane l~u~n, Council Me~b..e~ Michael mmllips, Counci~ember ~' Raym6nd Redmon, Council MembeY'~ The above and foregoing ordinanc~ read, adopted on first by the following votes, this the/a~ day of ~/~/z~ Council. ~J reading and passed to second reading 2002, at a regular session of the City Euline Brock, Mayor, abstained fi:om voting. Mark Burroughs, Mayor Pro Tem, voting &5/g. Bob Montgomery, Council Member, voting &)/g . Perry McNeill, Council Member, voting ~)/~. Jane Fulton, Council Member, voting ~)/ua . Michael Phillips, Council Member, voting Raymond Redmon, Council Member, voting The above and foregoing ordinance ~ad, adopted on second reading and passed to third reading by the following votes, this the a~7~ day of /~gt/2/~t~ ,2002, at a regular session of the City Council. d Page 5 854 Euline Brock, Mayor, abstained from voting. Mark Burroughs, Mayor Pro Tem, voting d)/g. Bob Montgomery, Council Member, voting t2)/~. Pen~ McNeill, Council Member, voting 0~)/~. Jane Fulton, Council Member, voting Michael Phillips, Council Member, voting ~)/d. Raymond Redmon, Council Member, voting/2 The above and forpgoing ordinance read, adopted on third reading and passed by the following votes, this the~'aZaday of~..z~g/7, 2002, at a regular session ofthe City Council. Euline Brock, Mayor, abstained from voting. Mark Burroughs, Mayor Pro Tem, voting ~Z~/c Bob Montgomery, Council Member, voting ~gl/g. Perry McNeill, Council Member, voting O~t/g. Jane Fulton, Council Member, voting 0~)/g. Michael Phillips, Council Member, voting ~f~ · Raymond Rcdmon, Council Member, voting R ~/~,. STATE OF TEXAS § COUNTY OF DENTON § I, Jennifer Walters, City Secretary ofthe City of Denton, Texas, do hereby certify that the above and foregoing is a true and correct copy of the Franchise Agreement Ordinance between the City of Denton and TXU Gas Company doing business as TXU Gas. The same is now recorded as Ordinance Number 0~00~-~/~ in the Ordinance Records of the City of Denton, Texas. WITNESS MY HAND this the J~'/~ day of (ff~,g~-/7~-~/f' ,2002. m{i{'b-r~affera, e[¢ Secr;tar3 Page 6 855 ACCEPTANCE WHEREAS, the City Council of the City of Denton, Texas, did on the __ 2002, enact an Ordinance entitled: day of AN ORDINANCE AMENDING THE EXISTING GAS FRANCHISE BETWEEN THE CITY AND TX'TI GAS COMPANY, TO PROVIDE FOR A DIFFERENT CONSIDERATION AND TO AUTHORIZE THE LEASE OF FACILITIES WITHIN THE CITY'S RIGHTS-OF-WAY; PROVIDING FOR ACCEPTANCE BY TXU GAS COMPANY; FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS ORDINANCE IS PASSED IS OPEN TO THE PUBLIC AS REQUIRED BY LAW; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, TXU Gas Company (hereinafter called "TXU Gas") is, through its TXU Gas Distribution division, engaged in the business of furnishing and supplying gas to the general public in the City, including the transportation, delivery, sale, and distribution of gas in, out of, and through the City for all purposes, and is using the public streets, alleys, grounds and rights- of-ways within the City for that purpose under the terms of a franchise ordinance heretofore duly passed by the goveming body of the City and duly accepted by TXU Gas; and WHEREAS, the City and TXU Gas desire to amend said franchise ordinance to provide for a different consideration and to authorize the lease of facilities within the City's rights-of- way; To the Honorable Mayor and City Council: TXU Gas Distribution, a division of TXU Gas Company, acting by and through the undersigned authorized officer, hereby accepts in all respects, on this the =9[*'V~day of ~, 20 g'~_, Ordinance No. O~o~ amending the current gas franchise between the City and TXU Gas and the same shall constitute and be a binding contractual obligation of TXU Gas and the City. TXU Gas Distribution A division of TXU Gas Company Pre DATED this the o~9~--day of ~C~ v - ~ 4x~e4 ,2002. TXU GAS COMPANY doing business as TXU GAS Page 7 856 sAour documents\ordinances\08\atmos rate increase.doc ORDINANCE NO. 2409- A AN ORDINANCE AMENDING THE EXISTING GAS FRANCHISE BETWEEN THE CITY OF DENTON ("CITY") AND ATMOS ENERGY CORPORATION TO PROVIDE FOR A ONE PERCENT INCREASE FROM FOUR PERCENT TO FIVE PERCENT TO THE CITY'S GAS FRANCHISE FEE; PROVIDING FOR ACCEPTANCE BY ATMOS ENERGY CORPORATION; AND FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS ORDINANCE IS PASSED IS OPEN TO THE PUBLIC AS REQUIRED BY LAW; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Atmos Energy Corporation ("Company") is engaged in the business of furnishing and supplying gas to the general public in the City, including the transportation, delivery, sale, and distribution of gas in, out of, and through the City for all purposes, and is using the public streets, alleys, grounds and rights-of-ways within the City for that purpose under the terms of a franchise ordinance duly passed by the governing body of the City and duly accepted by Company or its predecessor in interest; and WHEREAS, the City and Company desire to amend said franchise ordinance to provide for a different consideration; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The consideration payable by Company for the rights and privileges granted to Company by the franchise ordinance duly passed by the governing body of this City and accepted by Company or its predecessor in interest is hereby changed to be five percent (5%) of the Gross Revenues, as defined in the franchise ordinance. SECTION 2. Franchise payments shall be made on the dates prescribed in the existing franchise and shall be for the rights and privileges of the respective period during which the payment is made. SECTION 3. This Ordinance shall take effect on October 1, 2008. The Company shall, within thirty (30) days from the receipt of this Ordinance, file its written acceptance of this Ordinance with the Office of the City Secretary in substantially the following form: To the Honorable Mayor and City Council: Atmos Energy Corporation, acting by and through the undersigned authorized officer, hereby accepts in all respects, on this the day of 2008, Ordinance No. amending the current gas franchise between the City and Atmos Energy Corporation. Atmos Energy Corporation By: Vice President, Mid-Tex Division 857 sAour documents\ordinances\08\atmos rate increase.doc SECTION 4: In all respects, except as specifically and expressly amended by this ordinance, the existing franchise ordinance heretofore duly passed by the governing body of the City shall remain in full force and effect. SECTION 5. The City shall provide a copy of this Ordinance to Mr. David Park, VP of Rates and Regulatory Affairs, Atmos Energy Corp., 5420 LBJ Freeway, Suite 1800, Dallas, Texas 75240, no later than ten (10) business days after its final passage and approval. SECTION 6. It is hereby officially found and determined that the meeting at which this Ordinance is passed is open to the public as required by law and that public notice of the time, place and purpose of said meeting was given as required. PASSED AND APPROVED this the ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPR VED A O LEGAL FORM: JOHN M. KNIGHT, INTERIM CITY ATTORNEY BY: Page 2 858 sAour documents\ordinances\08\atmos rate increase.doc oRDII iANCE NO. 2670- I' AN ORDINANCE AMENDING THE EXISTING GAS FRANCHISE BETWEEN THE CITY OF DENTON ("CITY") AND ATMOS ENERGY CORPORATION TO PROVIDE FOR A ONE PERCENT INCREASE FROM FOUR PERCENT TO FIVE PERCENT TO THE CITY'S GAS FRANCHISE FEE; PROVIDING FOR ACCEPTANCE BY ATMOS ENTERGY CORPORATION; AND FINDING AND DETERMINING THAT THE MEETING AT WHICH THIS ORDINANCE IS PASSED IS OPEN TO THE PUBLIC AS REQUIRED BY LAW; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Atmos Energy Corporation ("Company") is engaged in the business of furnishing and supplying gas to the general public in the City, including the transportation, delivery, sale, and distribution of gas in, out of, and through the City for all purposes, and is using the public streets, alleys, grounds and rights-of-ways within the City for that purpose under the terms of a franchise ordinance duly passed by the governing body of the City and duly accepted by Company or its predecessor in interest; and WHEREAS, the City and Company desire to amend said franchise ordinance to provide for a different consideration; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The consideration payable by Company for the rights and privileges granted to Company by the franchise ordinance duly passed by the governing body of this City and accepted by Company or its predecessor in interest is hereby changed to be five percent (5%) of the Gross Revenues, as defined in the franchise ordinance. SECTION 2. Franchise payments shall be made on the dates prescribed in the existing franchise and shall be for the rights and privileges of the respective period during which the payment is made. SECTION 3. This Ordinance shall take effect on October 1, 2008. The Company shall, within thirty (30) days from the receipt of this Ordinance, file its written acceptance of this Ordinance with the Office of the Ciy Secretary in substantially the following form: To the Honorable Mayor and City Council: Atmos Energy Corporation, acting by and through the undersigned authorized officer, hereby accepts in all respects, on this the 3r day of akgJOA!n.~, , 2008, Ordinance No. dool - 174 amending the current gas franchise between the City and Atmos Energy Corporation. Atmos Ener . orporation By: is resident, N~fd-Tex Division 859 sAour documents\ordinances\Matmos rate increase.doc SECTION 4: In all respects, except as specifically and expressly amended by this ordinance, the existing franchise ordinance heretofore duly passed by the governing body of the City shall remain in full force and effect. SECTION 5. The City shall provide a copy of this Ordinance to Mr. David Paik, VP of Rates and Regulatory Affairs; Atmos Energy Corp., 5420 LBJ Freeway, Suite 1800, Dallas, Texas 75240, no later than ten (10) business days after its final passage and approval. SECTION 6. It is hereby officially found and determined that the meeting at which this Ordinance is passed is open to the public as required by law and that public notice of the time, place and purpose of said meeting was given as required. PASSED AND APPROVED this the ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: LA 91 +04~ ) APPR VED ALTO LEGAL FORM: JOHN M. KNIGHT, INTERIM CITY ATTORNEY BY: Page 2 860 DENTON 215 E. McKINNEY • DENTON, TEXAS 76201 • {940) 349-8307 ' FAX (940) 349-8596 B November 8, 2011 Atmos Energy James Johnson Manager, Public Affairs 2000 Reliance Parkway Bedford, TX 76021 RE: Franchise Agreement Extension & Renewal Dear Mr. Johnson: The purpose of this letter is to inform you that on December 31, 2011, the ten year franchise agreement between the City of Denton and Atmos Energy will expire. For your information, attached is a copy of the Ordinance and Franchise Agreement (Ordinance No. 2001-484) The City of Denton has engaged Herrera & Boyle PLLC facilitate the renewal of a franchise agreement with Atmos Energy. Furthermore, it is the City’s desire to allow ample time for your company to review and comment on the City’s proposed draft before moving to formal adoption by the City Council of the City of Denton. In order to facilitate this process, the City formally notifies Atmos Energy that all terms and agreements contained in Ordinance No. 2001-484 are hereby extended from the period beginning December 31, 2011 and until such time as a new franchise agreement is adopted by the City Council. Atmos Energy will be presumed to have agreed to this extension of the franchise, as noted herein, unless written notice to the contrary is provided to the City. Any questions regarding this matter should be directed to John Knight, Deputy City Attorney, at (940)349-7799 or via e-mail at John.Knight@}cityofdenton.com. Sincerely, a',).- George C. Campbell City Manager Attachment CC :Anita Burgess, City Attorney John M. Knight, Deputy City Attorney Jon Fortune, Assistant City Manager Bryan Langley, Chief Financial Officer “Dedicated to Quality Service” www.cityofdenton.com 861 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1584,Version:1 AGENDA CAPTION Consider approval of a resolution of the City Council of the City of Denton, Texas placing a proposal on the September 22, 2020, City Council public meeting agenda to adopt a 2020 Tax Rate that will not exceed the lower of the no-new-revenue tax rate or the voter approval tax rate; calling a public meeting on a tax rate to be held on September 15, 2020, and calling a budget public hearing on the Fiscal Year 2020-2021 Annual Program of Services of the City of Denton to be held on September 15, 2020; requiring publication of notices of the public meetings and hearing in accordance with the law; requiring the posting of the notices of the public meetings and hearing on the City’s Internet website; requiring the posting of the notices on the City’s public access channel; and providing an effective date. City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™862 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Finance CFO: David Gaines DATE: August 18, 2020 SUBJECT Consider approval of a resolution of the City Council of the City of Denton, Texas placing a proposal on the September 22, 2020, City Council public meeting agenda to adopt a 2020 Tax Rate that will not exceed the lower of the no-new-revenue tax rate or the voter approval tax rate; calling a public meeting on a tax rate to be held on September 15, 2020, and calling a budget public hearing on the Fiscal Year 2020-2021 Annual Program of Services of the City of Denton to be held on September 15, 2020; requiring publication of notices of the public meetings and hearing in accordance with the law; requiring the posting of the notices of the public meetings and hearing on the City’s Internet website; requiring the posting of the notices on the City’s public access channel; and providing an effective date. BACKGROUND The Texas Constitution and Texas Property Tax & Local Government Codes require taxing units to comply with specific guidelines in adopting tax rates. The guidelines are related to a concept known as truth-in- taxation. This concept is a way to make taxpayers aware of tax rate proposals and allow taxpayers in certain circumstances, to rollback or limit a tax increase. The truth-in-taxation guidelines require taxing entities to calculate and publish their no-new-revenue and voter-approval tax rates. The no-new-revenue rate (formerly known as the effective rate) is the calculated rate that would provide the taxing unit approximately the same amount of revenue it received in the previous year on properties taxed in both years. This rate excludes taxes on properties no longer in the taxing unit and excludes any growth due to new property values. Based on the certified estimate received from Denton Central Appraisal District (DCAD) on July 24th, the City of Denton’s 2020 no-new-revenue tax rate is $0.616399/$100 valuation. The voter-approval rate (formerly known as the rollback rate) divides the total property tax revenue into support for maintenance and operations (M&O) taxes and debt service taxes. If a taxing unit adopts a tax rate higher than the voter-approval rate, an election must be held to seek voter approval of the tax rate. Based on the certified estimate received from DCAD on July 24th, the City of Denton’s 2020 voter-approval tax rate is $0.635860/$100 valuation. Historically, the City receives certified totals in July that allow the City to calculate the proposed tax rate for the upcoming budget year. This year, the City received certified estimates with 39% of properties still under review which is substantially higher than the previous average of 2% of properties still under review at this same time. This creates uncertainty when projecting the City’s FY 2020-2021 ad valorem tax revenues. To provide a conservative revenue estimate, the City Manager’s FY 2020-21 Proposed Budget recommended a tax rate of $0.590454 per $100 of valuation. To allow for flexibility during the budget City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 863 process, staff recommends that the tax rate of $0.615454 be used for publication purposes. In addition, one public meeting will be called on the proposed tax rate on September 15, 2020. Due to COVID-19 precautions, members of the public will not be able to attend the public hearing in-person but can participate virtually through the City’s website. Publication of a quarter-page notice (“Notice of Meeting to Vote on Tax Rate”) informing the public of the public meetings on the adoption of the tax rate will also be published. Staff will continue to provide updates to City Council as additional information is received from DCAD. In addition to the state requirements for the truth in taxation legislation, the City Charter and Chapter 102 of the Texas Local Government Code require the City Council to set a public hearing on the FY 2020-21 Annual Program of Services. Due to COVID-19 precautions, members of the public will not be able to attend the public hearing in-person but can participate virtually through the City’s website. In compliance with the City Charter and Chapter 102, we are also required to publish a notice of the public hearing in the Denton Record Chronicle not earlier than the 30th day or later than the 10th day before the date of the public hearing on the budget. The “Notice of Public Hearing on Budget” will be published in the Denton Record Chronicle. It will also be posted on the City of Denton’s website, http://www.cityofdenton.com and air on the public access channel. RECOMMENDATION Staff recommends approval of the resolution. ESTIMATED SCHEDULE OF PROJECT September 15, 2020 Public Meeting on Tax Rate September 15, 2020 Public Hearing on Annual Program of Services September 22, 2020 Adopt Tax Rate and Budget EXHIBITS 1. Agenda Information Sheet 2. Resolution 3. Staff Presentation Respectfully submitted: Cassey Ogden, 349-7195 Director of Finance 864 RESOLUTION NO. ________________ A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS PLACING A PROPOSAL ON THE SEPTEMBER 22, 2020 CITY COUNCIL PUBLIC MEETING AGENDA TO ADOPT A 2020 TAX RATE THAT WILL NOT EXCEED THE LOWER OF THE NO-NEW-REVENUE TAX RATE OR THE VOTER-APPROVAL TAX RATE; CALLING A PUBLIC MEETING ON A TAX RATE TO BE HELD ON SEPTEMBER 15, 2020, AND CALLING A BUDGET PUBLIC HEARING ON THE FISCAL YEAR 2020-2021 ANNUAL PROGRAM OF SERVICES OF THE CITY OF DENTON TO BE HELD ON SEPTEMBER 15, 2020; REQUIRING PUBLICATION OF NOTICES OF THE PUBLIC MEETINGS AND HEARING IN ACCORDANCE WITH THE LAW; REQUIRING THE POSTING OF THE NOTICES OF THE PUBLIC MEETINGS AND HEARING ON THE CITY’S INTERNET WEBSITE; REQUIRING THE POSTING OF THE NOTICES ON THE CITY’S PUBLIC ACCESS CHANNEL; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Council desires to adopt the Fiscal Year 2020-21 Annual Program of Services (“Budget”) for the City of Denton, Texas; and WHEREAS, in order to adopt the Budget, the City Council must hold a public hearing on the Budget and provide notice of same in accordance with Article VIII “Budget” of the City Charter and other applicable law; and WHEREAS, the City Council desires to consider adopting a tax rate of $0.615454 per $100 valuation, which will not exceed the lower of the no-new-revenue tax rate or voter- approval tax rate, in accordance with the requirements of the Texas Local Government Code Chapter 140 and Tax Code Chapter 26, as applicable; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES: SECTION 1. The findings set forth in the preamble of this Resolution are incorporated by reference into the body of this Resolution as if fully set forth herein. SECTION 2. The City Council desires to consider adopting a tax rate for the 2020 tax year of $0.615454 per $100 valuation that will not exceed the lower of the no-new-revenue tax rate or the voter-approval tax rate. SECTION 3. The City Council hereby approves the placement of an item on the September 22, 2020 City Council public meeting agenda to vote on a proposed tax rate of $0.615454 per $100 valuation that will not exceed the lower of the no-new-revenue rate or the voter approval tax rate. The meeting to vote on a proposed tax rate will not be held until notice of the meeting to vote on a proposed tax rate has been published in the Denton Record Chronicle, a newspaper having general circulation within the City, in the form of the attached Notice of Meeting to Vote on Tax Rate, which is made a part of this Resolution for all purposes. The City Manager or his designee is directed to post the attached Notice of Meeting to Vote on Tax Rate on the City’s Internet website and shall request that the City’s public access television channel carry a 60-second notice of the meeting to vote on a proposed tax rate at the times and for the periods and in accordance with the requirements of applicable law. 865 Page 2 SECTION 4. The City Council hereby calls a public meeting on the proposed tax rate to be held at City Hall located at 215 East McKinney Street in Denton, Texas 76201 on September 15, 2020 at 6:30 p.m. Due to COVID-19 precautions, members of the public will not be able to attend the public hearing in-person, but can participate virtually through the City’s website. The public meeting will not be held until after notice of the public meeting has been published in the Denton Record-Chronicle, a newspaper having general circulation within the City, in the form of the attached Notice of Meeting to Vote on Tax Rate, which is made a part of this Resolution for all purposes. The City Manager, or his designee, is hereby directed to publish said notice in accordance with this Resolution and in accordance with applicable law. The City Manager or his designee is directed to post the attached Notice of Meeting to Vote on Tax Rate on the City’s Internet website and shall request that the City’s public access television channel carry a 60- second notice of the public meeting at the times and for the periods and in accordance with the requirements of applicable law. At the public meeting, the City Council will afford adequate opportunity for both proponents and opponents of the proposed tax rate to present their views by submitting a virtual white card beginning Friday, September 11, or calling (940) 349-7800 the day of the meeting beginning at 6:00 p.m. pursuant to the process outlined at https://www.cityofdenton.com/en-us/government/open/agendas-minutes. SECTION 5. The City Council hereby calls a public hearing on the proposed Budget to be held at City Hall located at 215 East McKinney Street in Denton, Texas 76201 on September 15, 2020 at 6:30 p.m. Due to COVID-19 precautions, members of the public will not be able to attend the public hearing in-person, but can participate virtually through the City’s website. The public hearing will not be held until notice of the public hearing has been published in the Denton Record-Chronicle, a newspaper having general circulation within the City, in the form of the attached Notice of Public Hearing on Budget, which is made a part of this Resolution for all purposes. This notice shall be published not earlier than the 30th or later than the 10th day before the date of the public hearing. The City Manager, or his designee, is hereby directed to publish said notice in accordance with this Resolution and in accordance with Article VIII of the City Charter, Chapter 102 of the Texas Local Government Code and all other applicable law. The City Manager, or his designee, is directed to post the attached Notice of Public Hearing on Budget on the City’s Internet website and shall request that the City’s public access television channel carry a 60-second notice of the public hearing at the times and for the periods and in accordance with the requirements of applicable law. At the public hearing, the City Council will afford adequate opportunity for both proponents and opponents of the proposed budget to present their views by submitting a virtual white card beginning Friday, September 11, or calling (940) 349-7800 the day of the meeting beginning at 6:00 p.m. pursuant to the process outlined at https://www.cityofdenton.com/en-us/government/open/agendas-minutes. SECTION 6. This Resolution shall become effective immediately upon its passage and approval at a regular meeting of the City Council of the City of Denton, Texas on this the 18th day of August, 2020, at which meeting a quorum was present and the meeting was held in accordance with the provisions of Tex. Gov’t Code §551.001, et seq. The City Secretary is hereby directed to record this Resolution and the vote on the proposal to place the item for adoption of a 2020 tax rate on the September 22, 2020 City Council agenda. The motion to approve this Resolution was made by __________________________ and seconded by _________________________________. The Resolution was passed and approved by the following vote [___ - ___]: 866 867 Notice of Public Hearing on Tax Increase http://www.truth-in-taxation.com/PrintForms.aspx[8/6/2020 4:44:10 PM] TNT-883 05-20 Statements required in notice if the proposed tax rate does not exceed the lower of the no-new-revenue tax rate or the voter-approval tax rate, as prescribed by Tax Code §26.061. NOTICE OF MEETING TO VOTE ON TAX RATE A tax rate of $0.615454 per $100 valuation has been proposed by the governing body of CITY OF DENTON . PROPOSED TAX RATE $0.615454 per $100 NO-NEW-REVENUE TAX RATE $0.616399 per $100 VOTER-APPROVAL TAX RATE $0.635860 per $100 The no-new-revenue tax rate is the tax rate for the 2020 tax year that will raise the same amount of property tax revenue for CITY OF DENTON from the same properties in both the 2019 tax year and the 2020 tax year. The voter-approval rate is the highest tax rate that CITY OF DENTON may adopt without holding an election to seek voter approval of the rate. The proposed tax rate is not greater than the no-new-revenue tax rate. This means that CITY OF DENTON is not proposing to increase property taxes for the 2020 tax year. A PUBLIC MEETING ON THE PROPOSED TAX RATE WILL BE HELD ON Tuesday, September 15, 2020, at 6:30 p.m. at 215 E. McKinney Street Denton, TX 76201. A PUBLIC MEETING TO VOTE ON THE PROPOSED TAX RATE WILL BE HELD ON Tuesday, September 22, 2020, at 6:30 p.m. at 215 E. McKinney Street Denton, TX 76201. The proposed tax rate is also not greater than the voter-approval tax rate. As a result, CITY OF DENTON is not required to hold an election to seek voter approval of the rate. However, you may express your support for or opposition to the proposed tax rate by contacting Denton City Council of CITY OF DENTON at their offices or by attending the public meetings mentioned above. Due to COVID-19 precautions, members of the public will not be able to attend the meetings mentioned above in-person. Members of the public will be able to participate in the meetings by calling (940) 349-7800 the day of the meetings beginning at 6:00 p.m. or by submitting a virtual white card pursuant to the process outlined at https://www.cityofdenton.com/en-us/government/open/agendas-minutes. YOUR TAXES OWED UNDER ANY OF THE TAX RATES MENTIONED ABOVE CAN BE CALCULATED AS FOLLOWS: Property tax amount = ( tax rate ) x ( taxable value of your property ) / 100 (List names of all members of the governing body below, showing how each voted on the proposal to consider the tax increase or, if one or more were absent, indicating absences.) FOR the proposal: AGAINST the proposal: PRESENT and not voting: ABSENT: 868 Notice of Public Hearing on Tax Increase http://www.truth-in-taxation.com/PrintForms.aspx[8/6/2020 4:44:10 PM] TNT-883 05-20 The 86th Legislature modified the manner in which the voter-approval tax rate is calculated to limit the rate of growth of property taxes in the state. The following table compares the taxes imposed on the average residence homestead by CITY OF DENTON last year to the taxes proposed to the be imposed on the average residence homestead by CITY OF DENTON this year. 2019 2020 Change Total tax rate(per $100 ofvalue)$0.590454 $0.615454 4% increase Average homestead taxable value $248,909 $257,549 3% increase Tax on average homestead $1,470 $1,585 8% increase Total tax levy onall properties $67,757,230 $66,798,689 1% decrease For assistance with tax calculations, please contact the tax assessor for CITY OF DENTON at 940-349-3500 or tnt@dentoncounty.com, or visit tax.dentoncounty.com. 869 NOTICE OF PUBLIC HEARING ON BUDGET The City Council for the City of Denton, Texas, will hold a public hearing on the Fiscal Year 2020- 21 Annual Program of Services (“Budget”), on Tuesday, September 15, 2020 at 6:30 p.m. at City Hall, located at 215 East McKinney Street in Denton, Texas, 76201. The meeting will be held for the purpose of receiving community input on the Budget. THIS BUDGET WILL RAISE MORE TOTAL PROPERTY TAXES THAN LAST YEAR’S BUDGET BY $5,820,578 OR 7.77% AND OF THAT AMOUNT $3,036,027 IS TAX REVENUE TO BE RAISED FROM NEW PROPERTY ADDED TO THE TAX ROLL THIS YEAR. Due to COVID-19 precautions, members of the public will not be able to attend the public hearing in-person. Members of the public will be able to participate in the public hearing by submitting a virtual white card beginning Friday, September 11, or calling (940) 349-7800 the day of the meeting beginning at 6:00 p.m. pursuant to the process outlined at https://www.cityofdenton.com/en-us/government/open/agendas-minutes. 870 Finance Department FY 2020-21 Proposed Budget & Tax Rate August 18, 2020 ID 20-1584 871 22 *Includes TIRZ and Frozen Value •Currently, 39.3% of total assessed value is under protest. •If Appraisal District has not approved appraisal records, the Chief Appraiser shall provide a certified estimate. •The high percentage of protest creates uncertainty in total assessed values and revenues. Assessed Value and Tax Rate Assumptions Values as of Certified Total or Certified Estimate ~ July 24th Each Year Fiscal Year Certified Value*Total ARB Value Proposed ARB Value (85%) Properties In Review 2020-21 $8,796,479,166 $5,688,656,463 $4,835,357,994 39.3% 2019-20 $12,545,128,503 $244,259,543 $244,259,543 1.91% 2018-19 $10,936,139,629 $491,429,271 $492,429,271 4.30% 2017-18 $10,123,139,187 $293,722,030 $293,722,030 2.82% August 18, 2020 ID 20-1584 872 33 Tax Rate Description Tax Rate No-new-revenue rate $0.616399/$100 valuation Voter approval rate $0.635860/$100 valuation FY 2020-2021 Proposed Budget $0.590454/$100 valuation Published Max Tax Rate $0.615454/$100 valuation •The proposed budget includes a tax rate equal to the current tax rate of $0.59045. •To allow for flexibility, published max tax rate recommendation is $0.615454. •Public hearing requirement for budget before adoption. Max tax rate does not exceed the no-new-revenue rate or the voter approval rate. August 18, 2020 ID 20-1584 873 4 Next Steps •September 15, 2020 –Budget Public Hearing •September 22, 2020 –Budget, CIP, Tax Rate Adoption August 18, 2020 ID 20-1584 874 5 Questions? August 18, 2020 ID 20-1584 875 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1379,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton regarding the creation of the Denton County Municipal Utility District No. 16 (OLEX MUD), encompassing approximately 553 acres of land, located north of Old Stoney Road, south of Jackson Road, and west on FM 156, within Division 2 of the Extraterritorial Jurisdiction of the City of Denton, Texas; and providing an effective date. City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™876 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services DCM: Sara Hensley DATE: August 18, 2020 SUBJECT Consider approval of a resolution of the City of Denton regarding the creation of the Denton County Municipal Utility District No. 16 (OLEX MUD), encompassing approximately 553 acres of land, located north of Old Stoney Road, south of Jackson Road, and west on FM 156, within Division 2 of the Extraterritorial Jurisdiction of the City of Denton, Texas; and providing an effective date. BACKGROUND: Article III, Section 52, or Article XVI, Section 59, of the Texas Constitution authorizes the creation of special districts that function as independent, limited governments. A Municipal Utility District (MUD) is another type of special district and Chapter 54 of the Texas Water Code provides specific regulations for the creation of a MUD. The purpose of a MUD is to provide a developer an alternate way to finance infrastructure, such as water, sewer, drainage, and road facilities through the issuance of refunding bonds. Managed by a board elected by property owners within the MUD, a MUD may issue bonds to reimburse a developer for authorized improvements. The MUD will utilize property tax revenues and user fees received from water and sewer services operated by the MUD to repay the debt. As the MUD pays off its debt, more of its tax revenue can be directed to other services. A MUD can be created by either: 1. the Texas Legislature following adoption of a district creation bill; or 2. the Texas Commission on Environmental Quality (TCEQ) following a petition and consent process described in the Texas Water Code. A MUD established by TCEQ is initiated by a property owner by submitting a Petition for Consent to Creation of a Political Subdivision in the Extraterritorial Jurisdiction. These MUDs are governed by both Section 54.016 of the Texas Water Code and Section 42.042 of the Texas Local Government Code. For property located in the City’s ETJ to be included in a MUD, City Council consent is required prior to creation as part of the TCEQ process. On April 30, 2020, the City received a Petition for Consent from OLEX (United States) Inc. (“Petition”) provided as Exhibit 4, to create a MUD in the City’s ETJ Division 2 on approximately 553-acres through the TCEQ process identified above. The property is not within the City’s water or wastewater Certificate of Convenience and Necessity (CCN) and platting will be through Denton County, however, the portion of this MUD that is located south of the US 380 is adjacent to the municipal boundary. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 877 CONSIDERATIONS Master Concept Plan Provided as Exhibit 5 is the Master Concept Plan prepared by the applicant. While the entire development is approximately 553-acres, approximately 101-acres are within the floodplain. The OLEX MUD Master Concept Plan contemplates the following: USE INTENSITY Single Family Lots # Width 1,523 695 828 40’ 50’ Retail/Commercial 30 Acres Multifamily 8 Acres Additionally, there are six gas wells, including a 8.4-acre regional gas well facility site and a tank battery facility within the proposed MUD boundaries and at a minimum, structures must maintain a 100-foot setback from the well head to structure, as required by the International Fire Code. The proposed MUD is located within the KRUM Independent School District and is proposing to set-aside land for a school site. Also included are five water wells to serve the MUD, a 2.5-acre water treatment facility, and a 5.5-acre wastewater treatment facility. The Petition (Section IX) establishes the ultimate cost of the proposed “public” improvements (water, storm and sanitary sewer facilities and services, and roads) to be approximately $52,923,295. Compliance with Interim MUD Policy While this request to consent was submitted prior to the adoption of the Interim MUD Policy, staff has reviewed the request in accordance with the applicability section and the eight policies. The petitioner has also provided the memo included as Exhibit 6 as it relates to compliance with the eight established policies. A. Applicability. The Interim MUD Policy establishes that before the City Council consents to the creation of a MUD, the following issues shall be considered: 1. Whether the City has already made plans to annex, or provide municipal services to the area proposed for inclusion in the MUD within the next five (5) years, or the property is currently included in an Non-Annexation Agreement (NAA); and No, there are no plans to annex or provide municipal service and the property is not part of a NAA. 2. Whether the proposed area lies in the City’s ETJ of two (2) or more cities or is within Division 2 of the City’s ETJ. Yes, the property is located within Division 2 of the City’s ETJ. If the determination on either of the two issues is affirmative, then the City Council may not consent to creation, and may move to annex the land (if NAA), defer to Denton County, or the City may attempt to work through any outstanding issue that prevents the City from providing consent. While the proposed MUD is within ETJ Division 2, a portion of the property is adjacent to our municipal boundary. As a result, Staff had concerns with future impacts to city services, mainly Police and Fire/EMS. Upon submitting their request for consent, staff contacted the developer and their 878 counsel regarding compliance with the Interim MUD Policy including the possibility of voluntarily annexing into the City and possibly using a Public Improvement District (PID) to finance the public improvements in lieu of a MUD. For financial reasons, the PID was not as advantageous for the developer compared to the bond financing through the MUD. B. Policies. The interim MUD policy includes the following eight (8) broad policies with conditions/restrictions to consider as part of a Consent Agreement or related agreements. In accordance with the Interim MUD policy, in order for the City Council to consent to the creation of a MUD, then it shall implement conditions necessary and related to the eight broad policies. The City's consent, and such requirements shall be stipulated in the consent resolution and/or other ancillary agreements including, but not limited to, a development agreement and strategic partnership agreement, unless the City Council determines that requirements are not appropriate regarding a specific MUD. 1. Basic requirements for creation of MUDs. The proposed MUD is not within the City’s water or sewer CCN and is currently within the water CCN’s of Aqua Texas and Boliver Water Supply Corporation. Additionally, because this is with ETJ Division 2, the city does not have platting authority. However, the petitioner has agreed to meet the city’s residential street standard that provide 55 feet of right of way with mountable curbs 31-feet from back of curb to back of curb. This standard will be a recommended condition of consent. 2. Address provision of public services and address public safety matters. Given its size and location, City staff, Denton County staff, including Engineering/Development Services, Fire Marshall/Emergency Management and the Sherriff’s Department, and the City of Krum Fire Department met to discuss the proposed MUD and potential impacts related to the public safety given the number of service providers including the City of Denton’s participation through the interlocal mutual aid agreement with Denton County. • Emergency Medical Service (EMS) - The entire MUD is within the City of Krum’s EMS District. • Fire Protection - The portion of the MUD north of US 380 is also within the City of Krum’s Fire Department District. The portion of the MUD south of US 380 would be in the district served by the Ponder Volunteer Fire Department. • Police – The MUD would be served by the Denton County Sheriff’s Department. As a condition of consent, and as recommended by Denton County a Fire Protection Plan between the Petitioner (on behalf of the MUD) and Denton County or the fire service provider shall be approved prior to recording of a final plat. 3. Address utility service issues and include those utility service in the consent agreement or development agreement. • Water and Wastewater - The proposed MUD is not within the City’s water or sewer CCN and is currently within the water CCN’s of Aqua Texas and Boliver Water Supply Corporation. • Electricity – The proposed MUD is not within Denton Municipal Electric’s service area. • Storm water – As a condition of consent, staff recommends that the Petitioner/Developer be required to submit to the City Engineer a courtesy copy of the downstream assessment and CLOMR after it is submitted to Denton County and before it is submitted to FEMA. 4. Specify the amount of debt intended to be issued, the purpose of the debt, and the debt service schedule, and include those financial provisions in the consent agreement. Related information was not submitted by the petitioner. 879 5. Address future municipal annexation of a MUD, when located in Division 1 of the City’s ETJ and future expansions or annexations of a MUD. Staff recommends as a condition to consent a limited purpose annexation pursuant to a Strategic Partnership Agreement under Local Government Code, Section 43.0751 be entered into to allow the City to annex commercial use areas of the Development for the sole and exclusive purpose of collecting 50% of the sales and use taxes within this are of the MUD. 6. Require development in a MUD to exceed minimum DDC land use and development standards and address the land use provisions. Staff recommends that any parcels along US 380 that be developed with multi-family or nonresidential uses that it comply with the Denton Development Code regulations applicable to parcels zoned Highway Commercial (HC) including: • Section 3.4 Corridor Districts. • Section 3.7 Measurements and Exceptions • Subchapter 5 Use Regulations. Any uses identified as requiring a Specific Use Permit (SUP), would be deemed as a permitted use, however any use specific standards would apply. • Section 7.7 Landscaping, Screening Buffering, and Fences • Section 7.8 Access and Circulation • Section 7.9 Parking and Loading • Section 7.10 Site and Building Design • Section 7.11 Exterior Lighting Additionally, the Petitioner/Developer has agreed to submit to the City an application for a Zoning Compliance Plan for approval consistent with those sections or subchapters listed above and build the project in compliance with the approved plan. The Petitioner has also agreed to a 200’ gas well setback, measured from the well head to the nearest residential property line. The is an increase of 100’ from the current minimum standard established by the International Fire Code, which governs in the ETJ. If any gas well is capped, the setback will be reduced from 200 feet to a radius of 20 feet. 7. Require development in a MUD to exceed the City’s parkland dedication requirements, and address parkland provisions. The concept plan includes 27-acres of non-floodplain open space, additionally the petitioner has indicated that the MUD will provide a 2-mile trail system. By comparison, the amount of land that would be required to be dedicated for parkland for 1,523 single-family units and 200 multi- family units under the City' current requirements would be 11.56-acres. a. The Petitioner/Developer has agreed to coordinate with the Parks Department Director the termination of the MUD trail network such that it may be connected to the citywide trail network as a condition to consent. 8. Address transportation issues and include transportation provisions. As mentioned above, the Petitioner has agreed to meet the city’s residential street standard that provide 55 feet of right of way, with 31 feet from back of curb to back of curb, with mountable curbs. This standard will be a recommended condition of consent in addition to the developer providing all TIA and other related transportation studies, including any updated traffic counts to the City Engineer. Staff recommends the following additional conditions to consent: 880 a. The Petitioner/Developer will submit to the City Engineer a courtesy copy of any TIA, drive connection study or traffic signal warrant study after it is submitted to Denton County and before it is submitted to TxDOT. b. All roadways within the MUD shall be constructed with concrete or bituminous pavement consistent with the City of Denton Transportation Design Criteria Manual or as determined by a geotechnical pavement design for a 20-year life span specific to this project and its soil conditions. c. In no instance shall there be gravel or macadamized roads or a turnpike or other toll road as indicated in the purpose of the district provide in Section X of the Petition. OPTIONS City Council may: 1. Consent; 2. Consent with conditions; or 3. Refuse to consent. If Council refuses to grant consent, the Petitioner/Developer may petition the City to make water and sewer service available to the proposed development by a mutually agreeable contract; however, the City does not serve this area as part of our CCN. If a contract for service is not executed within the 120 days after the petition, the applicant is authorized to initiate proceedings with TCEQ to create a MUD. TCEQ shall allow creation of the MUD upon finding that: • the municipality either does not have the reasonable ability to serve; or • has failed to make a legally binding commitment with sufficient funds available to provide water and wastewater service adequate to serve the proposed development at a reasonable cost to the landowner. RECOMMENDATION Staff recommends City Council consent to the creation of the Denton County Municipal Utility District No. 16 (OLEX MUD), subject to the following conditions: 1. Denton County Consent a. The Petitioner shall seek consent to the creation of the Denton County Municipal Utility District No. 16 (OLEX MUD) from the Denton County Commissioners Court. 2. Public Safety a. A Fire Protection Plan between the Petitioner (on behalf of the MUD) and Denton County or the fire service provider shall be approved prior to recording of a final plat. 3. Utilities a. Storm water – The Petitioner/Developer will submit to the City Engineer a courtesy copy of the downstream assessment and CLOMR after it is submitted to Denton County and before it is submitted to FEMA. 4. Floodplain/ESA a. The Petitioner/Developer will comply with all US Army Corp of Engineers permitting requirements. 5. Roadways a. The Petitioner/Developer will submit to the City Engineer a courtesy copy of any TIA, drive connection study or traffic signal warrant study after it is submitted to Denton County and before it is submitted to TxDOT. b. All local residential streets shall have 55-feet of right of way, with mountable curbs 31-feet from back-of-curb to back-of-curb. c. All roadways within the MUD shall be constructed with concrete or bituminous pavement consistent with the City of Denton Transportation Design Criteria Manual or as determined by 881 a geotechnical pavement design for a 20-year life span specific to this project and its soil conditions. d. In no instance shall there be gravel or macadamized roads or a turnpike or other toll road as indicated in the purpose of the district provide in Section X of the Petition. 6. Gas Well Setbacks a. Setbacks will be 200’, measured from the well head to the nearest residential property line. The is an increase of 100’ from the current minimum standard established by the International Fire Code, which governs in the ETJ. If any gas well is capped, the setback will be reduced from 200 feet to a radius of 20 feet. 7. Commercial Properties along US 380 a. Strategic Partnership Agreement under Local Government Code, Section 43.0751 be executed to allow the City to annex commercial use areas of the Development for the sole and exclusive purpose of collecting 50% of the sales and use taxes within this are of the MUD. b. Any parcels along US 380 developed with multi-family or nonresidential uses must comply with the Denton Development Code regulations applicable to parcels zoned Highway Commercial (HC) including: i. Section 3.4 Corridor Districts. ii. Section 3.7 Measurements and Exceptions iii. Subchapter 5 Use Regulations. Any uses identified as requiring a Specific Use Permit (SUP), would be deemed as a permitted use, however any use specific standards would apply. iv. Section 7.7 Landscaping, Screening Buffering, and Fences v. Section 7.8 Access and Circulation vi. Section 7.9 Parking and Loading vii. Section 7.10 Site and Building Design viii. Section 7.11 Exterior Lighting c. The Petitioner/Developer must submit to the City of Denton an application for a Zoning Compliance Plan for approval consistent with those sections or subchapters listed above and build the project in compliance with the approved plan. 8. Parks/Trails a. Petitioner/Developer will coordinate with the Parks Department Director the termination of the MUD trail network such that it may be connected to the citywide trail network. The Petitioner/Developer does not object to these conditions as presented. Additionally, a companion agenda item memorializing these conditions through a Consent Agreement has also been prepared for City Council’s consideration. PRIOR ACTION Date Council, Board, Commission Request Action April 30, 2020 City Council Work Session Policy Direction Proceed with formal consideration for May 5, 2020 May 5, 2020 City Council Interim MUD Policy Approved 882 EXHIBITS 1. Agenda Information Sheet 2. Draft Resolution 3. Resolution Exhibit A – Map of ETJ 4. Resolution Exhibit B - Petition for Consent 5. Resolution Exhibit C – Conceptual Master Plan 6. Kimley Horn memo dated June 17, 2020 7. Presentation Respectfully submitted: Richard D. Cannone, AICP Deputy Director/Planning Director 883 884 885 OLEX MUDLocation Map Date: 8/7/2020 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 of the City ofDenton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed or implied, are providedfor the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement. JIM CHRISTAL RD SPRINGHILLLN HWY 380 W SPRING BRANCH DRFM 156 NSPRING FLOWER DRSPRINGSHOWERDRH WY380RAMPW NAIL RD W UNIVERSITY DR FM 156 SOLD STONEY RD TRENT RDJACKSON RD ³±156 £¤380 µ0 500 1,000250FeetOLEX MUD Boundary City of Denton Denton ETJ Division 1 Denton ETJ Division 2 886 887 888 889 890 891 892 893 894 TYPICAL 50'x120' LOTTYPICAL 40' x 115' LOT NOTE: NOT ALL LOTS MEET TYPICAL LOT DIMENSIONS. TYPICAL 50'x120' LOTTYPICAL 40' x 115' LOT B/C CL ROW 20'BL PL 55'50' 40' PAD 75' PAD5' B/C CL ROW 20'BL PL 45'40' 30' PAD 75' PAD5'10'BL10'BLU.S. HIGHWAY 380 FM 156FM 156SANITARY CONTROL ESMT. FOR WATER WELL SANITARY CONTROL ESMT. FOR WATER WELL SANITARY CONTROL ESMT. FOR WATER WELL SANITARY CONTROL ESMT. FOR WATER WELL SANITARY CONTROL ESMT. FOR WATER WELL 165' R 165' R 1 6 5 ' R 1 6 5 ' R 1 6 5 ' R API #12132465 20 0 ' R 20 0 ' R 2 0 0 ' R 20 0 ' R DRILL SITE DRILL SITE API #12132745 API #12132169 API #12132990 20 0 ' R DRILL SITE DRILL SITE DRILL SITE API #12133568 20 0 ' R DRILL SITEPROPOSEDFLOODPLAIN PROPOSEDFL O O D P L A I N PRO PO S ED FL O O D P L A I N PROPOSEDPRO P O S E D F L O O D P L A I N FLOODPLA IN PR O P O S E D FL O O D P L A I N PROPOSEDFLOODP LA IN MULTI-FAMILY COMMERCIAL COMMERCIAL COMMERCIAL GAS WELL FACILITY SCHOOL SITE WWTP POND POND TANK BATTERY FACILITY AMENITY CENTER WATER PLANT POD C POD B POD A Concept Plan Denton County, Texas June 2020 DWG NAME C:\SUBDRIVES\KDRIVE\FRI_CIVIL\FRISCO SINGLE FAMILY PURSUITS\_2019\2019130 - OLEX TRACT - DENTON\CAD\EXHIBITS\PLANSHEETS\CONCEPT PLAN - LOTS 20200624.DWG LAST SAVED 6/24/2020 1:43 PM NOTE: THIS PLAN IS CONCEPTUAL IN NATURE AND HAS BEEN PRODUCED WITHOUT THE BENEFIT OF A SURVEY OR CONTACT WITH THE CITY, COUNTY, ETC. +/- 553 Acres GRAPHIC SCALE IN FEET 0 50 300 600 1"=300'@ 24x36 6160 Warren Parkway Suite 210 Frisco, Texas 75034 972-335-3580 State of Texas Registration No. F-928 Lot Type Summary Pod A Lot Counts Percentage Pod B Lot Counts Percentage Pod C Lot Counts Percentage 40' x 115'243 48.0%40' x 115'200 45.6%40' x 115'252 43.6% 50' x 120'263 52.0%50' x 120'239 54.4%50' x 120'326 56.4% Total 506 100.0%Total 439 100.0%Total 578 100.0% Overall Tract Lot Counts Percentage 40' x 115'695 45.6% 50' x 120'828 54.4% Grand Total 1,523 100.0% Density Summary (Units per Acre) Gross Density 2.8 Net Density 4.9 GRAPHIC SCALE IN FEET 0 50 300 600 1"=300'@ 24x36 6160 Warren Parkway Suite 210 Frisco, Texas 75034 972-335-3580 State of Texas Registration No. F-928 895 Shupe Ventura, PLLC9406 Biscayne Blvd.Dallas, Texas 75218June 17, 2020Misty Ventura(214)328-1101misty.ventura@svlandlaw.comVia E-Mail and By Certified Mail, Retum^^^^^^^Requested # 7011 2970 0002 0368 9940City ofDentonAttn: Aaron Leal, City Attorney215 E McKiimey StreetDenton, TX 76201-4229Re: City Consent to Creation ofDenton County Municipal Utility District No. 16Dear Mr. Leal:On behalf of Bob Shelton Enterprises, Ltd. (the "Developer"), I am writing to address theconcerns raised by Denton Attorney Cynthia Kirchoff and Denton Planning Director RichardCannone, as well as the Interim MUD Policy approved by Denton City Council on May 5, 2020("Denton's Interim MUD Policy"). On May 4, 2020, the Developer, on behalf of OLEX(UNITED STATES), INC. (the "Owner") submitted to Denton a Texas Local Government CodeSection 42.042 ("TLGC 42.042") Petition for Consent to Creation of Denton County MunicipalUtility District No. 16 ("MUD No. 16"). MUD No. 16 will include 552.985 acres of land (the"Property") within Division 2 of Denton's extratemtorial jurisdiction ("ETJ") located north andsouth ofU.S Highway 380 and west ofFM 156. Enclosed is a plan for development pursuant toTexas Local Government Code Chapter 245 as well as a memo provided by the Developer'sengineer, Kimley Horn, addressing considerations outlined in Denton's Interim MUD Policy.The purpose of MUD No. 16 is to finance infrastructure, including water, sewer, road anddrainage improvements, required to serve full development of the Property. As you are aware,TLGC 42.042 gives Denton the opportunity to work with the Developer on providing therequired infrastructure to serve development of the Property by affording the opportunity forDenton to consent to the creation of MUD No. 16. IfDenton fails or refuses to provide suchconsent and is unable or unwilling to provide the needed infrastructure to serve full developmentof the Property, MUD No. 16 will be created by the Texas Commission on EnvironmentalQuality after the TLGC 42.042 process is completed (i.e., approximately 210 days after May 4,2020).Denton's Interim MUD Policy establishes that before the City Council consents to the creation ofa MUD, the following issues shall be considered:1230.012\89317.1896 Letter to Denton City Council MembersJune 17, 2020Page 21. Whether the City has already made plans to annex, or provide municipal services to thearea proposed for inclusion in the MUD within the next five years or the property iscurrently included in a non-annexation agree; and2. Whether the proposed area lies in the ETJ of two or more cities or is within Division 2 ofthe City's ETJ.With respect to the Property, the City has made no plans to annex or to provide municipalservices to the area within the next five years, the Property is not currently included in a non-annexation agreement, and the property is in Division 2 of the City's ETJ. In addition, theProperty is within the water certificates of convenience and necessity ("CCN") of Aqua Texasand Boliver Water Supply Corporation and not within any Denton water or sewer CCN. Theclosest Denton water infrastructure to the Property is almost three miles (14,725 feet) away; andthe closest Denton sewer infrastructure to the Property is over two miles (10,930 feet) away. Inaddition, Denton's closest fire station is over six miles from the Property, while Krum's firestation is less than two miles away and Pander's fire station is just over three miles away. Seeenclosed exhibits illustrating the Property location in relation to existing Denton infrastructure.Based on a June 4, 2020, email from Richard Cannone, I understand the Owner's TLGC 42.042Petition for Consent to Creation of MUD No. 16 will be placed on the June 23, 2020, CityCouncil agenda with a recommendation not to consent.In hopes of earning Denton's consent to the creation of MUD No. 16 (and in hopes of avoidingthe 210 day delay caused by the TLGC 42.042 process), the Developer's plan for developmentincludes the components of the superior development referenced in Denton's Interim MUDpolicy and described in detail in the Kimley Horn memo provided with this letter. As such, theDeveloper respectfully requests Denton consent to the creation of MUD No. 16 or, in thealternative, release the Property from Denton's ETJ. To do otherwise merely causes delay andthe potential diminution in the quality development offered by the Developer.Please provide a copy of this letter and the enclosed materials to the Mayor, each City Councilmember and Denton staff members Todd Hileman, Richard Cannone and Cynthia Kirchoff.Respectfully,t^'l'^:Misty Ven^uraec: Bob Shelton, Bob Shelton Enterprises, Ltd.Tim Green, Coats RoseThomas L. Fletcher, Kimley Horn1230.012\89317.1897 Land Use SummaryLegendResidential:Slngle-Famlly Detached (4,400 SF Mln.)H-FamllyTotalNon-Resldentlal:Regional Gas Well FaclliidlitySlte+/-Acres367.08.0MaxDensity PerAue5308.4Open Space:Mpodplaln I 101.0Total Acres553.0Number ofMax.Lots1,8352402,075•lan for Development|on county.Texas +/- 553 AcresRules applicable to this project are rules that are lawfully applicable toDenton's Division II En and in effect at the time of the plan fordevelopment filing with the City of Denton and Denton County (i.e. theDenton County subdivision regulations and applicable provisions of statelaw In effect on the plan for development filing date).A) Minimum Single Family detached lot dimensions are 40' wide by110'deep.Permitted uses are as follows:1. Residential - Slngle-Famlly Detached2. Residential - Multi-family3. Non-Resldential - Industrial, Retail, Commercial, and Office.Permitted Retail and Commercial uses Include but are not limited toretail, restaurants, service uses, office uses, gas stations, stores,car washes/ mini storage/ and medical uses and clinics.D) Schools, parks, amenity centers, and municipal services arepermitted in all areas.Single-Family detached residential building setbacks are1. 20' Front yard building setback2. 10' Rear yard building setback3. 5' Side yard building setbackMinimum multi-family building setbacks will be 15' from theproperty lines.G) Minimum commercial building setbacks will be 25' from the propertylines.Open space may Include floodplain, trails, recreationalImprovements, franchise easements, structures, and other similarrecreational improvements and structures.If the developer is able to secure and cap any existing gas wellsites, the developer plans to develop the abandoned gas well siteswith single family or non-resldential uses, as shown on the plan. Ifthe developer is unable to secure and cap existing gas well sites,the proposed gas well facility in the southwest comer of theproperty, as shown on this plan, will be developed with single familyuses.Trees will be removed to accommodate the planned development.No mitigation of trees Is required by the applicable regulations.Acreage of each land use shown on this Plan for Development isapproximate and subject to minor revisions at final design andplatting.The maximum building height for single-family detached Is 3 stories.The maximum building height for multl-famlly and commercial Is 5stories.M) There Is no maximum lot coverage or minimum dwelling unit size.Maximum density Is shown In the Land Use Summary table and isbased on gross acreage, not net acreage.N) Applicable environmentally sensitive areas (ESA) and floodplalnregulations. If any, are the existing regulations adopted by DentonCounty. City of Denton ESA and floodplain regulations do not apply.0) New buildings will be a minimum of 200-feet from existing gas wells(unless plugged and abandoned) and future gas wells as measuredfrom the well-head to the actual building structure.Kimley>»eleOWamnPafnraySuite 210Frisco. Texas 76034898 Kimley>»HornMemorandumTo; Richard CannoneFrom: Thomas L. Fletcher, PEDate: June 17, 2020Subject: Olex Tract Plan for DevelopmentPursuant to the petition to the City of Denton for the consent for the creation of a MUD District andper our meeting on Monday, June 8, 2010, the following is the plan for the development for the OlexTract (proposed Denton County Municipal Utility District No. 16).Policy 1: Basic requirements for creation of MUDs.A. Superior Development -• Subdivision Regulations: The development will adhere to Section .8.2.2 of the DentonDevelopment Code, which provides that "Subdivisions and developments within Division 2are not subject to the standards of this subchapter, but shall be subject to the standards ofthe County of Denton and state law, as amended."Water:Currently, there are two CCN holders, AQUA Texas and Bolivar Water Supply, for theland within the proposed MUD. Both water suppliers utilize ground water. Waterwells, treatment, ground storage, and pumps will be designed meeting all appropriateregulations of the groundwater control district, TCEQ, and the water CCN holder.Sewer:o The Developer will be applying to TCEQ for a Wastewater Treatment Plant DischargePermit. Once the MUD is created, the Discharge Permit will be transferred to theMUD. The WWTP will meet all requirements ofTCEQ.o The collection system will be design and sized according to TCEQ regulations.Drainage:o Downstream Assessment, Detention Analysis, Reclamation and LOMR to meet alljurisdictional requirements, i.e., Denton County, FEMA, and TxDOT, as applicable.o On-Site Drainage to be designed to meet applicable regulations.Roadways:kimley-horn.com6160 Warren Parkway, Suite 210, Frisco, TX 75034972 335 3580899 Kimley>»HornPage 2o Collector Roadways will be provided to collect traffic from local residential streets andconnect to major thoroughfares (US 380 and FM 156).o Each residential pod, three in total, will generate around 6000 ADT. This is wellbelow the functional capacity of a collector roadway, therefore, confirming thepreliminary design approach is sufficient.o Paving standards will meet City of Denton requirements or shall be per aGeotechnical Engineering recommendation for a 20-year design life.• Zoning Regulations:o The proposed development is located in the Division 11 ETJ where zoning regulationsdo not apply. However, the developer is proposing a minimum lot size of 4,400square feet which is similar to an R7 designation. The developer anticipates acombination of 40-foot and 50-foot wide lots (measured at the building line). Inaddition to the residential, there is also a proposed multi-family tract and non-residential tracts along the frontage of US 380. The non-residential tracts would bedeveloped as commercial, retail, office or industrial. A 200-foot building setback fromexisting gas wells is planned, unless the existing gas wells can be capped andabandoned, in which case the sites of existing gas wells will be redeveloped withsingle family and non-residential uses as shown on the plan for development.B. Extraordinary Benefits:a. The proposed development includes approximately 150-acres of open spacesincluding easements and floodplain that will contain trails, ponds, preserved creekand trees that will serve as a focal point for the development and an amenity forfuture residents.b. There will also be an Amenity Center for the development that will include restrooms,swimming pool, playground, and open space.C. Enhance Public Safety and Service:a. The development meets this requirement through its street design, dedication of landfor an elementary school site, and coordination with current emergency respondersfor this area.D. City Exclusive Provider:a. The City of Denton is not the water or sewer CCN holder and does not serve thistract.E. Fiscally Responsible:kimley-horn.com | g^gy ^grren parkway, Suite 210, Frisco, TX 75034 | 972 335 3580900 Kimley>»HornPage 3a. The development will not create a burden on the City or its residents. It will provideresidents in Denton County that will patronize City of Denton businesses.F. Finance Plan:a. MUD will have a financial analyst to ensure financial responsibility.G. Annexation:a. The property will be developed in the City of Denton ETJ.Policy 2: Address provisions of public services, and address public safety matters in theConsent Agreement:Since the City of Denton is not the service provider for this Tract, this section of the MUDPolicy does not apply. The Developer/MUD is working with the appropriate entities in Krum andPonder to make sure adequate Public Services are provided to the MUD.Policy 3: Address utility service issues and include those utility ser/ice provisions in theConsent Agreement or Development Agreement:Since the City of Denton is not the sen/ice provider for utilities for this Tract, this section ofthe MUD Policy does not apply. The Developer/MUD is working with the appropriate entities to makesure adequate infrastructure and utilities are provided to serve the MUD.Policy 4: Specify the amount of debt intended to be issued, the purpose of the debt, and thedebt service schedule, and include those financial provisions in the Consent Agreement.The Engineering Creation Report and Debt Service Schedule has not been completed at thistime; however, the proposed debt service will be typical and customary for this type of developmentwithin a MUD.Policy 5: Address future municipal annexation of a MUD, when located in Division I of the ETJand future expansion of annexations of a MUD.The proposed MUD is in the City of Denton's Division II ETJ, so this Policy does not apply.Policy 6: Require development in a MUD to exceed minimum DDC land use and developmentstandards and address the land use provisions in the consent agreement or relatedagreement.The proposed ETJ development will be comparable to an in city project. The proposeddevelopment is a master-planned mix-use development that will consist primarily of single-familydetached homes. Since this development is in the City's ETJ, land use regulations do not exist. Thedevelopment includes significant open space and amenities for future residents, including walkingtrails, recreational ponds for fishing, kayaking, and general enjoyment, amenity center, restrooms,pool, playground, natural open spaces, and other amenities making this a quality development.kimley-horn.com | g^gQ warren Parkway, Suite 210, Frisco, TX 75034 I 972 335 3580901 Kimley>»HornPage 4Policy 7: Require development in a MUD to exceed the City's park land dedicationrequirements, and address parkland provisions in the Consent Agreement.The proposed development currently includes approximately 150-acres of open space. Theopen space will be owned and maintained by the MUD and the Homeowner's Association.Improvements will be constructed by the developer. Since this is in the City's Division II ETJ, thereare no City-owned or maintained park or trail facilities planned within the project. Future trail facilitiescould connect to the proposed improvements within this development should the City choose toextend a regional trail system to the MUD boundary. South Hickory Creek is being preserved and willbe a focal point of the development.Policy 8: Address transportation issues and include transportation provisions in the ConsentAgreement.The proposed development includes collector roadways to collect traffic from local residentialstreets and connect to major thoroughfares (US 380 and FM 156). Each residential pod, three in total,will generate around 6000 ADT. This is well below the functional capacity of a collector roadway,therefore, confirming the preliminary design approach addresses potential transportation concerns.Paving standards will meet City of Denton requirements or shall be per a Geotechnical Engineeringrecommendation for a 20-year design life.This memo is provided to the City of Denton to assist in the review of the request for Consent for thecreation of the MUD for this tract. Don't hesitate to call with questions or to discuss. You can reachme on my office number at 972-731-2186 or on my cell phone at 972-689-4952.Thomas L. Fletcher, PEVice Presidentkimley-horn.com6160 Warren Parkway, Suite 210, Frisco, TX 75034972 335 3580902 Da Denton County Municipal Utility District No. 16 (OLEX MUD) 1 City Council August 18, 2020 1 903 Request: Consent to create the approximate 553 acre Denton County Municipal Utility District No. 16 (OLEX MUD). Action Items: 1.Approval of a resolution conditionally consenting to the creation of the Denton County Municipal Utility District No. 16. 2.Adoption of a companion ordinance approving the related Development and Consent Agreement. Cost of Improvements: $52,923,295 Request OLEX MUD 08/18/2020 2 904 OLEX MUD OLEX MUD 08/18/2020 3 532 acres tract •101-acres are within the floodplain Not within the City’s Water or Sewer CCN Located in ETJ Division 2 •Platting through Denton County USE INTENSITY Single Family Lots # Width 1,523 828 695 50’ 40’ Retail/Commercial 30 Acres Multifamily 8 Acres 905 MUD Policies –8 Broad Policies OLEX MUD 08/18/2020 4 1.Basic requirements for creation of MUDS. 2.Address provision of public services, and address public safety matters. 3.Address utility service issues, and include those utility service in the consent agreement or development agreement. 4.Specify the amount of debt intended to be issued, the purpose of the debt, and the debt service schedule, and include those financial provisions in the consent agreement. 5.Address future municipal annexation of a MUD, when located in Division 1 of the City’s ETJ and future expansions or annexations of a MUD. 6.Require development in a MUD to exceed minimum DDC land use and development standards and address the land use provisions. 7.Require development in a MUD to exceed the City’s parkland dedication requirements, and address parkland provisions. 8.Address transportation issues and include transportation provisions. Policy Statement Conditions/Restrictions to include in Consent Agreement or related agreements 906 Interim MUD Policy OLEX MUD 08/18/2020 5 1.Basic requirements for creation of MUDs. As a condition of consent, Petitioner/Developer to meet the city’s residential street standard that provides 55 feet of right of way with mountable curbs 31-feet from back of curb to back of curb. 2.Address provision of public services and address public safety matters. As a condition of consent, and as recommended by Denton County a Fire Protection Plan between the Petitioner/Developer and Denton County or a fire service provider shall be approved prior to recording of a final plat. 3.Address utility service issues and include those utility service in the consent agreement or development agreement. As a condition of consent, Petitioner/Developer be required to submit to the City Engineer a courtesy copy of the downstream assessment and CLOMR after it is submitted to Denton County and before it is submitted to FEMA. 907 Interim MUD Policy OLEX MUD 08/18/2020 6 4.Specify the amount of debt intended to be issued, the purpose of the debt, and the debt service schedule, and include those financial provisions in the consent agreement. Related information was not submitted by the petitioner. 5.Address future municipal annexation of a MUD, when located in Division 1 of the City’s ETJ and future expansions or annexations of a MUD. As a condition to consent Petitioner/Developer a limited purpose annexation pursuant to a Strategic Partnership Agreement under Local Government Code, Section 43.0751 be entered into to allow the City to annex commercial use areas of the Development for the sole and exclusive purpose of collecting 50% of the sales and use taxes within this are of the MUD. 908 Interim MUD Policy OLEX MUD 08/18/2020 7 6.Require development in a MUD to exceed minimum DDC land use and development standards and address the land use provisions. a.As a condition of consent, any parcels along US 380 that be developed with multi-family or nonresidential uses that it comply with the Denton Development Code regulations applicable to parcels zoned Highway Commercial (HC) including: Section 3.4 Corridor Districts. Section 3.7 Measurements and Exceptions Subchapter 5 Use Regulations. ❖Any uses identified as requiring a Specific Use Permit (SUP), would be deemed as a permitted use, however any use specific standards would apply. Section 7.7 Landscaping, Screening Buffering, and Fences Section 7.8 Access and Circulation Section 7.9 Parking and Loading Section 7.10 Site and Building Design Section 7.11 Exterior Lighting 909 Interim MUD Policy OLEX MUD 08/18/2020 8 6.Require development in a MUD to exceed minimum DDC land use and development standards and address the land use provisions (cont.). b.As a condition of consent, Petitioner/Developer Additionally, the Petitioner/Developer will submit to the City an application for a Zoning Compliance Plan for approval consistent with those sections or subchapters listed above and build the project in compliance with the approved plan. c.As a condition of consent, Petitioner/Developer agreed to a 200’ gas well setback, measured from the well head to the nearest residential property line. The is an increase of 100’ from the current minimum standard established by the International Fire Code, which governs in the ETJ. If any gas well is capped, the setback will be reduced from 200 feet to a radius of 20 feet. 910 Interim MUD Policy OLEX MUD 08/18/2020 9 7.Require development in a MUD to exceed the City’s parkland dedication requirements, and address parkland provisions. As a condition of consent, Petitioner/Developer to coordinate with the Parks Department Director the termination of the MUD trail network such that it may be connected to the citywide trail network. 911 Interim MUD Policy OLEX MUD 08/18/2020 10 8.Address transportation issues and include transportation provisions. Petitioner has agreed to the following: a.The Petitioner/Developer will submit to the City Engineer a courtesy copy of any TIA, drive connection study or traffic signal warrant study after it is submitted to Denton County and before it is submitted to TxDOT. b.All roadways within the MUD shall be constructed with concrete or bituminous pavement consistent with the City of Denton Transportation Design Criteria Manual or as determined by a geotechnical pavement design for a 20-year life span specific to this project and its soil conditions. c.In no instance shall there be gravel or macadamized roads or a turnpike or other toll road as indicated in the purpose of the district provide in Section X of the Petition. 912 Options OLEX MUD 08/18/2020 11 1.Consent; 2.Consent with conditions;or 3.Refuse to consent. ➢If Council refuses to grant consent within 90 days after receipt of a petition,the property owner may petition the City to make water and sewer service available to the proposed development by a mutually agreeable contract. ❖If a contract for service is not executed within the next 120 days, the applicant is authorized to initiate proceedings with TCEQ to create a MUD. ❖TCEQ shall allow creation of the MUD upon finding that: ▪the municipality either does not have the reasonable ability to serve; or ▪has failed to make a legally binding commitment with sufficient funds available to provide water and wastewater service adequate to serve the proposed development at a reasonable cost to the landowner. 913 Development and Consent Agreement OLEX MUD 08/18/2020 12 Between the City,the current property owner,OLEX (United States),INC,and VS Development,LLC the developer of the project. •Agreement pursuant to Texas Local Government Code Section 212.172. •Sets out the mutually agreeable terms and conditions relating to the development of the MUD. o Consistent with Texas Local Government Code Section 42.042 and Texas Water Code Section 54.016. 914 Strategic Partnership Agreement OLEX MUD 08/18/2020 13 There are two types of annexation in Texas, Full Purpose and Limited Purpose. 1.Full Purpose -“standard” type of annexation, what the City has conducted in the past. 2.Limited Purpose -typically conducted as part of a Strategic Partnership Agreement with a MUD or other utility district. The limited annexation includes commercial property only. Property (ad valorem) taxes are not levied on properties included in this type of annexation, but the City may levy a sales and use tax on commercial property in the MUD. Strategic Partnership Agreement (SPA) •Identifies which regulations and services, if any, are imposed in the area annexed. •Identifies the amount of sales tax to be levied and how much, if any, will be shared with the district. •Identifies the length of the agreement and the City’s options for when and if the City might make the property subject to full purpose annexation. 915 Strategic Partnership Agreement OLEX MUD 08/18/2020 14 Property -all commercial property and any land converted in the future to commercial. Sales and Use Tax –City levies tax, 50% of revenue shared with MUD. MUD’s use of revenue (priority order): 1.Police, Fire, and EMS services; 2.Reimburse the cost to design and construct infrastructure improvements; bond eligible reimbursement 3.Operation, maintenance, repair, and replacement of infrastructure; and 4.Retirement of bonds after the 10th anniversary of issuance Term -City annexes the Limited Purpose Property for Full Purpose or dis-annexes the Limited Purpose Property. Summary of terms of the SPA relating to Denton County Municipal Utility District No. 16: 916 Recommendation OLEX MUD 08/18/2020 15 Staff recommends the following: 1.City Council approve the resolution conditionally consenting to the creation of the Denton County Municipal Utility District No. 16 (OLEX MUD). 2.City Council adopt the companion ordinance approving the Development and Consent Agreement detailing those mutually agreeable terms and conditions relating to the development of the MUD. The approval/enactment of the Strategic Partnership Agreement would be brought back at a future date in accordance with the Section 43.0751 of the Texas Local Government Code. 917 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:ID 20-1496,Version:1 AGENDA CAPTION Consider adoption of an ordinance of the City of Denton,Texas regarding the Development and Consent Agreement with VS Development,LLC and Olex (United States),Inc.concerning the Denton County Municipal Utility District No. 16 and other related matters; and providing an effective date. City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™918 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services DCM: Sara Hensley DATE: August 18, 2020 SUBJECT Consider adoption of an ordinance of the City of Denton, Texas regarding the Development and Consent Agreement with VS Development, LLC and Olex (United States), Inc. concerning the Denton County Municipal Utility District No. 16 and other related matters; and providing an effective date. BACKGROUND: The attached Ordinance and Development and Consent Agreement are a companion item to the Resolution to create the Denton County Municipal Utility District No. 16 (“MUD”) included as part of the August 18, 2020 agenda. This Development and Consent Agreement is authorized pursuant to Texas Local Government Code Section 212.172 and sets out mutually agreeable terms and conditions relating to the development of the MUD. Those terms and conditions contained within adopted resolution consenting to the creation of the MUD are consistent with Texas Local Government Code Section 42.042 and Texas Water Code Section 54.016. RECOMMENDATION Staff recommends approval of the attached Ordinance and Development and Consent Agreement PRIOR ACTION Date Council, Board, Commission Request Action April 30, 2020 City Council Work Session Policy Direction Proceed with formal consideration for May 5, 2020 May 5, 2020 City Council Interim MUD Policy Approved EXHIBITS 1. Agenda Information Sheet 2. Draft Ordinance 3. Ordinance Exhibit A – Development and Consent Agreement Respectfully submitted: Richard D. Cannone, AICP Deputy Director/Planning Director City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 919 920 921 922 EXHIBIT “A” DEVELOPMENT AND CONSENT AGREEMENT 923 Development and Consent Agreement Concerning Denton County Municipal Utility District No. 16 Page 1 1230.012\90349.9 DEVELOPMENT AND CONSENT AGREEMENT CONCERNING DENTON COUNTY MUNICIPAL UTILITY DISTRICT NO. 16 This Development and Consent Agreement Concerning Denton County Municipal Utility District No. 16 (this "Agreement") is entered into by the City of Denton, Texas, a Texas Home Rule municipality (the "City"), VS Development, LLC (the “Developer”), and Olex (United States), Inc. (the "Owner"). The Denton County Municipal Utility District No. 16, a municipal utility district proposed pursuant to Article XVI, Section 59, of the Texas Constitution, Chapters 49 and 54 of the Texas Water Code (the "District"), which District, after the District Confirmation Date (hereinafter defined), will become a party to this Agreement as set forth below. The City, the Owner, the Developer, and the District are each a "Party" and collectively the "Parties" to this Agreement. This Agreement shall become effective on August 18, 2020 (the "Effective Date"). ARTICLE I RECITALS WHEREAS, the Owner is the purported owner of approximately 552.958 acres in Denton County, Texas, as described on Exhibit A (the "Property"); and WHEREAS, all of the Property is located in the City's extraterritorial jurisdiction ("ETJ") and contiguous to the City’s corporate boundaries; and WHEREAS, the Owner has entered into a contract to sell the Property to the Developer; and WHEREAS, all of the obligations under this Agreement shall be performable by the Developer following the Developer’s acquisition of the Property; and WHEREAS, the Property is planned for residential, commercial, and recreational development in accordance with the proposed plat attached as Exhibit B, which has been filed with Denton County for review and approval; and WHEREAS, the Owner has submitted a petition to the City to obtain the City’s consent to the creation of the District (the "Consent Petition") in accordance with Texas Local Government Code Section 42.042; and WHEREAS, this Agreement is entered into pursuant to Texas Local Government Code Section 212.172 to set out the mutually agreeable terms and conditions relating to the development of the Property, which are the provisions under which the City has adopted its resolution consenting to the creation of the District consistent with Texas Local Government Code Section 42.042 and Texas Water Code Section 54.016; and WHEREAS, part of the consideration for the creation of the proposed municipal utility district is the Developer’s offer to obligate the District to approve a Strategic Partnership Agreement in which the City is guaranteed 50 percent of the sales and use tax 924 Development and Consent Agreement Concerning Denton County Municipal Utility District No. 16 Page 2 1230.012\90349.9 collected for commercial uses adjacent and abutting U.S. Highway 380; whereupon District’s failure to carry out that obligation will entitle City and Developer to immediate rescission of both this Agreement and the District; and WHEREAS, the City Council of the City of Denton adopted Resolution No. _____ on August 18, 2020, conditionally consenting to the creation of the District (the "Consent Resolution"), subject to the terms and conditions set forth in this Agreement; and WHEREAS, it is an essential element of the granting of the City’s consent to the creation of the District that, after the date on which the District's Board of Directors (the "Board") canvasses the results of the election held within the District confirming the creation of the District (the "District Confirmation Date"), the District will approve and execute both this Agreement and the Strategic Partnership Agreement, and become parties to them. NOW THEREFORE, for and in consideration of the mutual agreements, covenants, and conditions hereinafter set forth, the Parties contract and agree as follows: ARTICLE II CITY CONSENT TO THE DISTRICT AND RELATED MATTERS 2.1 City Consent. In accordance with the terms of this Agreement, the City conditionally consents to the creation of the District, as described in the Consent Petition and modified by Section 2.8(d) of this Agreement, pursuant to the authority of Article III, Section 52 and Article XVI, Section 59 of the Texas Constitution and Chapters 49 and 54, Texas Water Code, as amended, contingent upon the District’s subsequent approval of the Strategic Partnership Agreement providing for the collection of 50 percent of the sales and uses taxes on the commercial uses adjacent to and abutting U.S. Highway 380. The City reserves the right to rescind approval of this Agreement if the Strategic Partnership Agreement fails to materialize or exist, and such rescission is not subject to Section 3.4 of this Agreement. The District shall not convert to another type of district; consolidate with another district; divide into two or more districts; or seek additional governmental powers beyond those granted to the District by the TCEQ in the creation process without prior City Council approval. 2.2 Strategic Partnership Agreement. By this Agreement and the Consent Resolution, the Parties have committed to enter into a Strategic Partnership Agreement for the City to collect 50 percent of the sales and use taxes on the commercial uses in the area subject to the limited purposes annexation, which are the commercial uses adjacent to and abutting U.S. Highway 380, and have approved the concept of the Strategic Partnership Agreement. The City is authorized to adopt the Strategic Partnership Agreement only after such agreement has been adopted by the Board, pursuant to Texas Local Government Code Section 43.0751(e). 2.3 Execution of Agreements by District. The Developer covenants and agrees to cause the District to approve, execute and deliver this Agreement to the City within 30 925 Development and Consent Agreement Concerning Denton County Municipal Utility District No. 16 Page 3 1230.012\90349.9 days after the District Confirmation Date and to approve, execute and deliver the Strategic Partnership Agreement to the City within 90 days after the District Confirmation Date. 2.4 Denton County Consent. The Developer shall seek consent to the creation of the District from the Denton County Commissioners Court. 2.5 Fire Protection Plan. A Fire Protection Plan between the Developer (on behalf of the District) and Denton County or the fire service provider shall be approved prior to recording of a final plat of the Property. 2.6 Storm Water. The Developer will submit to the City Engineer a courtesy copy of the downstream assessment and conditional letter of map revision (CLOMR) after it is submitted to Denton County and before it is submitted to FEMA. 2.7 Floodplain. The Developer will comply with all US Army Corps of Engineers permitting requirements for floodplains. 2.8 Roadways. (a) The Developer will submit to the City Engineer a courtesy copy of any traffic impact analysis (TIA), drive connection study or traffic signal warrant study after it is submitted to Denton County and before it is submitted to TxDOT. (b) All local residential streets shall have 55-feet of right of way, with mountable curbs 31-feet from back-of-curb to back-of-curb. (c) All roadways within the District shall be constructed with concrete or bituminous pavement consistent with the City of Denton Transportation Design Criteria Manual or as determined by a geotechnical pavement design for a 20-year life span specific to this project and its soil conditions. (d) In no instance shall there be gravel or macadamized roads or a turnpike or other toll road as indicated in the purpose of the District provided in Section X of the Consent Petition. 2.9 Gas Well Setbacks. Single family lots shall be setback a minimum of 200 feet from gas wells, measured in a straight line from the well head to the nearest single family property line (an increase of 100 feet from the current minimum standard established by the International Fire Code that governs in the City's ETJ). If a gas well is capped, the minimum setback will be reduced from 200 feet to 20 feet. The plat attached as Exhibit B demonstrates compliance with the minimum 200-foot setback. 2.10 Limited Purpose Annexation. The Parties agree that the City shall have the right to annex those portions of the Property that are designated on Exhibit B as Block R, lots 1 and 2 and Block S, lots 1 - 4 along and adjacent to U.S. Highway 380 for the sole and limited purposes for the City to impose its sales and use tax within the boundaries of 926 Development and Consent Agreement Concerning Denton County Municipal Utility District No. 16 Page 4 1230.012\90349.9 such retail areas, pursuant to Texas Local Government Code Section 43.0751, and to enable contiguity for continued annexation to the west of the Property, should City elect to do so in the future. The terms and conditions upon which such limited purpose annexations may occur shall be set forth in a Strategic Partnership Agreement. The City and the District shall enter into a Strategic Partnership Agreement in a form substantially the same as the form attached as Exhibit C within 90 days after the District Confirmation Date; failing such creation, any party may rescind this Agreement, along with any consent to creation of the District. Such rescission is not subject to Paragraph 3.4. 2.11 Multifamily and Non-Residential Properties Along US 380. (a) Each platted lot located adjacent to US 380 that will be developed with multi-family or nonresidential uses must comply with the Denton Development Code regulations, in effect on the Effective Date, that are applicable to parcels zoned Highway Commercial (HC) including, but not limited to, the following:  Section 3.4 Corridor Districts  Section 3.7 Measurements and Exceptions  Subchapter 5 Use Regulations. Any uses identified as requiring a Specific Use Permit (SUP), would be deemed as a permitted use by right, however any use specific standards would apply.  Section 7.7 Landscaping, Screening Buffering, and Fences  Section 7.8 Access and Circulation  Section 7.9 Parking and Loading  Section 7.10 Site and Building Design  Section 7.11 Exterior Lighting (b) For each platted lot located adjacent to US 380 that will be developed with multi-family or nonresidential uses, the Developer must submit to the City of Denton an application for a Zoning Compliance Plan for approval consistent with those sections or subchapters listed above and build the project in compliance with the approved plan. 2.12 Parks/Trails. The Developer will coordinate with the Parks Department Director to ensure that the termination of the District's trail network is connected to the City's citywide trail network. 927 Development and Consent Agreement Concerning Denton County Municipal Utility District No. 16 Page 5 1230.012\90349.9 ARTICLE III ADDITIONAL PROVISIONS 3.1 Incorporation of Recitals. The recitals contained in this Agreement: (a) are true and correct as of the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this Agreement; (c) are legislative findings of the City Council, and (d) reflect the final intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the recitals, would not have entered into this Agreement. 3.2 Term. This Agreement shall be effective from the Effective Date and shall continue in effect until terminated in writing by mutual agreement of the City and the District. If the Developer has not acquired fee simple title to the Property by August 31, 2021, this Agreement shall automatically terminate on such date and be of no further force or effect. 3.3 Events of Default. No Party shall be in default under this Agreement until notice of the alleged failure of such Party to perform has been given notice (which notice shall set forth in reasonable detail the nature of the alleged failure) and until such Party has been given a reasonable time to cure the alleged failure (such reasonable time determined based on the nature of the alleged failure, but in no event less than 30 days after written notice of the alleged failure has been given). In addition, no Party shall be in default under this Agreement if, within the applicable cure period, the Party to whom the notice was given begins performance and thereafter diligently and continuously pursues performance until the alleged failure has been cured. 3.4 REMEDIES. IF A PARTY IS IN DEFAULT, THE AGGRIEVED PARTY MAY, AT ITS OPTION AND WITHOUT PREJUDICE TO ANY OTHER RIGHT OR REMEDY UNDER THIS AGREEMENT, SEEK ANY RELIEF AVAILABLE AT LAW OR IN EQUITY, INCLUDING, BUT NOT LIMITED TO, AN ACTION UNDER THE UNIFORM DECLARATORY JUDGMENT ACT, SPECIFIC PERFORMANCE, MANDAMUS, AND INJUNCTIVE RELIEF. NOTWITHSTANDING THE FOREGOING, HOWEVER, NO DEFAULT UNDER THIS AGREEMENT SHALL: (a) entitle the aggrieved Party to terminate this Agreement; or (b) adversely affect or impair the effectiveness or validity of any consents given by the City in this Agreement or in the Consent Resolution to the creation of the District; or (c) adversely affect or impair the current or future rights, powers or authority of the District or the day-to-day administration of any of such districts; or (d) limit the term of this Agreement. 928 Development and Consent Agreement Concerning Denton County Municipal Utility District No. 16 Page 6 1230.012\90349.9 3.5 Assignment. The Developer has the right (from time to time without the consent of the City, but upon written notice to the City) to assign this Agreement, in whole or in part, and including any obligation, right, title, or interest of the Developer under this Agreement, to any person or entity (an "Assignee") that is or will become an owner of any portion of the Property or that is an entity that is controlled by or under common control with Developer. Each assignment shall be in writing executed by the Developer and the Assignee and shall obligate the Assignee to be bound by this Agreement to the extent this Agreement applies or relates to the obligations, rights, title, or interests being assigned. A copy of each assignment shall be provided to all Parties within 15 days after execution. From and after such assignment, the City agrees to look solely to the Assignee for the performance of all obligations assigned to the Assignee and agrees that the Developer shall be released from subsequently performing the assigned obligations and from any liability that results from the Assignee’s failure to perform the assigned obligations. No assignment by the Developer shall release the Developer from any liability that resulted from an act or omission by the Developer that occurred prior to the effective date of the assignment unless the City approves the release in writing. The Developer shall maintain written records of all assignments made by the Developer to Assignees, including a copy of each executed assignment and the Assignee’s notice information as required by this Agreement, and, upon written request from any Party or Assignee, shall provide a copy of such records to the requesting person or entity. The Owner, the City and the District shall not assign this Agreement. An Assignee shall be considered a "Party" and the "Developer" for the purposes of the rights, title, interest, and obligations assigned to the Assignee. 3.6 Binding Obligations. This Agreement shall be recorded in the deed records of Denton County. This Agreement, when recorded, shall be binding upon the Parties and their successors and assigns permitted by this Agreement and upon the Property. 3.7 Notice of Known Deficiencies. From time to time upon written request of the Developer or the District, the City Manager will execute a written notice of known deficiencies identifying any obligations of the Developer under this Agreement that are in default or, with the giving of notice or passage of time, would be in default; and stating, to the extent true, that to the best knowledge and belief of the City, the Developer is otherwise in compliance with its duties and obligations under this Agreement. 3.8 Notices. All notices required or contemplated by this Agreement (or otherwise given in connection with this Agreement) shall be in writing, shall be signed by or on behalf of the Party giving the Notice, and shall be effective as follows: (a) on or after the 10th business day after being deposited with the United States mail service, Certified Mail, Return Receipt Requested with a confirming copy sent by E-mail; (b) on the day delivered by a private delivery or private messenger service (such as FedEx or UPS) as evidenced by a receipt signed by any person at the delivery address (whether or not such person is the person to whom the notice is addressed); or (c) otherwise on the day actually received by the person to whom the Notice is addressed, including, but not limited to, delivery in person and delivery by regular mail (with a confirming copy sent by E-mail). Notices given pursuant to this section shall be addressed as follows: 929 Development and Consent Agreement Concerning Denton County Municipal Utility District No. 16 Page 7 1230.012\90349.9 To the City: City of Denton Attn: City Manager 215 E. McKinney St. Denton, Texas 76201 Fax: (940) 382-7923 Email: Todd.Hileman@cityofdenton.com With a copy to: City of Denton Attn: City Attorney 215 E. McKinney St. Denton, TX 76201 Email: Aaron.Leal@cityofdenton.com To the District: Denton County Municipal Utility District No. 16 Attn: President, Board of Directors c/o Coats Rose, P.C. 9 Greenway Plaza, Suite 1000 Houston, Texas 77046 Email: tgreen@coatsrose.com With a copy to: Attn: Tim Green Coats Rose, P.C. 9 Greenway Plaza, Suite 1000 Houston, Texas 77046 Email: tgreen@coatsrose.com To the Owner: Attn: Lars Springman Olex (United States), Inc. 6440 N. Central Expressway, Suite 401 Dallas, TX 76206 To the Developer: Attn: Bob Shelton VS Development, LLC 2925 Country Club Drive, #105 Denton, Texas 76210 Email: bobshelton@sheltonent.com With a copy to: Attn: Misty Ventura Shupe Ventura, PLLC 9406 Biscayne Blvd. Dallas, Texas 75218 Email: misty.ventura@svlandlaw.com 3.9 Interpretation. The Parties acknowledge that each of them has been actively involved in negotiating this Agreement. Accordingly, the rule of construction that any 930 Development and Consent Agreement Concerning Denton County Municipal Utility District No. 16 Page 8 1230.012\90349.9 ambiguities are to be resolved against the drafting Party will not apply to interpreting this Agreement. In the event of any dispute over the meaning or application of any provision of this Agreement, the provision will be interpreted fairly and reasonably and neither more strongly for or against any Party, regardless of which Party originally drafted the provision. 3.10 Authority. The City represents and warrants that this Agreement has been approved by ordinance duly adopted by the City Council in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been duly authorized to do so. The Developer represents and warrants that this Agreement has been approved by appropriate action of the Developer, and that the individual executing this Agreement on behalf of the Developer has been duly authorized to do so. The District represents and warrants that this Agreement has been approved and duly adopted by the Board in accordance with all applicable public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the District has been duly authorized to do so. 3.11 Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, whether oral or written, covering the subject matter of this Agreement. This Agreement shall not be modified or amended except in writing signed by the Parties. 3.12 Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties as reflected in the recitals. 3.12 Applicable Law; Venue. This Agreement is entered into under and pursuant to, and is to be construed and enforceable in accordance with, the laws of the State of Texas, and all obligations of the Parties are performable in Denton County. Venue for any action to enforce or construe this Agreement shall be in Denton County. 3.13 Non Waiver. Any failure by a Party to insist upon strict performance by another Party of any material provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all provisions of this Agreement. No provision of this Agreement may be waived except by writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purposes for which it is given. No waiver by any Party of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 3.14 No Third Party Beneficiaries. This Agreement only inures to the benefit of, and may only be enforced by, the Parties. 931 Development and Consent Agreement Concerning Denton County Municipal Utility District No. 16 Page 9 1230.012\90349.9 3.15 Form 1295. Submitted herewith is a completed Form 1295 generated by the Texas Ethics Commission’s (the "TEC") electronic filing application in accordance with the provisions of Section 2252.908 of the Texas Government Code and the rules promulgated by the TEC (the "Form 1295"). The City hereby confirms receipt of the Form 1295 from the Owner and the Developer, and the City agrees to acknowledge such form with the TEC through its electronic filing application not later than the 30th day after the receipt of such form. The Parties understand and agree that, with the exception of information identifying the City and the contract identification number, neither the City nor its consultants are responsible for the information contained in the Form 1295; that the information contained in the Form 1295 has been provided solely by the Owner; and, neither the City nor its consultants have verified such information. 3.16 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and constitute one and the same instrument. 3.17 Further Documents. Each Party shall, upon request of the other Party, execute and deliver such further documents and perform such further acts as may reasonably be requested to effectuate the terms of this Agreement and achieve the intent of the Parties. 3.18 Exhibits. The following Exhibits are attached to this Agreement and are incorporated herein for all purposes: Exhibit A Metes and Bounds Description of the Property Exhibit B Plat Exhibit C: Strategic Partnership Agreement Form 932 933 934 935 Development and Consent Agreement Concerning Denton County Municipal Utility District No. 16 Page 13 1230.012\90349.9 Following the District Confirmation Date, the District has executed the Agreement. DENTON COUNTY MUNICIPAL UTILITY DISTRICT NO. 16 By: President, Board of Directors Date: STATE OF TEXAS § § COUNTY OF DENTON § This instrument was acknowledged before me, on the ___ day of _____________, 20__, by _______________________, President of the Board of Directors of Denton County Municipal Utility District No. 16 on behalf of said District. ____________________________________ Notary Public, State of Texas Printed Name:________________________ My Commission Expires:_______________ [SEAL] 936 Exhibit A – Page 1 1230.012\90349.9 Exhibit A Metes and Bounds Description of the Property Tract 1 144.086 Acres BEING a tract of land situated in the Uberto Allen Survey, Abstract No. 14, William Stonham Survey, Abstract No. 1145 and the Harris Young Survey, Abstract No. 1450, Denton County, Texas and being the remaining portion of a called Tract One (153.488- acres) described in a General Warranty Deed to Olex (United States), Inc., f/k/a Olex Corporation N. V., recorded in Volume 1129, Page 185, Deed Records of Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at an aluminum TXDOT right of way disk found on the westerly line of said Tract One (153.488-acres), for the northwest corner of a called Parcel 17, described in an Agreed Judgment to the State of Texas, recoded in Instrument No. 2012-80554, Official Records of Denton County, Texas, same being the northeast corner of a called Parcel 16, described in a Deed to the State of Texas, recorded in Instrument No. 2009-71718, Official Records of Denton County, Texas, same also being the current northerly right of way line of U. S. Highway 380, a variable width right of way; THENCE North 00°02'22" West, departing the northerly right of way line of said U. S. Highway 380, along the westerly line of said Tract One (153.488-acres) and generally along a barbed wire fence, a distance of 2,236.16 feet to a metal fence corner post found for the northwest corner of said Tract One (153.488-acres), same being the southwest corner of a called 1.931-acre tract of land, described in a Special Warranty Deed to Vangard Wireless, LP, recorded in Instrument No. 2005-79339, Official Records of Denton County, Texas; THENCE South 89°58'24" East, along the northerly line of said Tract One (153.488- acres), the southerly line of said 1.931-acre tract, the southerly line of a called 5.00-acre tract of land, described in a Warranty Deed to Amanda Noles Nelson, recorded in Instrument No. 2013-92845, Official Records of Denton County, Texas, the southerly line of a called 19.6390-acre tract of land, described in a Special Warranty Deed to Nancy Kay Jones, recorded in Instrument No. 2010-57685, Official Records of Denton County, Texas, the southerly line of Myers Farm, an addition to the City of Denton, according to the final plat, recorded in Document No. 2011-77, Plat Records of Denton County, Texas, and generally along a barbed wire fence, a distance of 2091.05 feet to a 1/2-inch iron rod with a yellow plastic cap found for the southeast corner of said Myers Farm, same being the southwest corner of called 21.1455-acre tract of land described in a Special Warranty Deed to Janis June Myers, recorded in Instrument No. 2010-57683, Official Records of Denton County, Texas; THENCE South 89°53'09" East, continuing along the northerly line of said Tract One (153.488-acres), the southerly line of said 21.1455-acre tract, and generally along a barbed 937 Exhibit A – Page 2 1230.012\90349.9 wire fence, a distance of 1368.48 feet to a 1/2-inch iron rod found for the northeast corner of said Tract One (153.488-acres) and the southeast corner of said 21.1455-acre tract, same being on the westerly right of way line of F. M. 156, a variable width right of way; THENCE South 17°28'47" West, along the easterly line of said Tract One (153.488-acres) and the westerly right of way line of said F. M. 156, a distance of 94.26 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set at the beginning of a non-tangent curve to the right having a central angle of 15°08'00", a radius of 5659.58 feet, a chord bearing and distance of South 21°13'35" West, 1490.50 feet, from said point, a wooden right of way marker bears South 13°42’ West, 3.93 feet; THENCE in a southwesterly direction, continuing along the easterly line of said Tract One (153.488-acres) and the westerly right of way line of said F. M. 156, along said curve to the right, an arc distance of 1494.85 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for corner, from which, a wooden right of way marker bears South 03°03’ West, 1.20 feet; THENCE South 28°47'35" West, continuing along the easterly line of said Tract One (153.488-acres) and the westerly right of way line of said F. M. 156, a distance of 556.36 feet to an aluminum TXDOT right of way disk found for the northeast corner of aforesaid Parcel 17, same being the intersection of the westerly right of way line of said F. M. 156 with the northerly right of way line of aforesaid U. S. Highway 380; THENCE in a westerly direction, departing the westerly right of way line of said F. M. 156, along the northerly line of said Parcel 17 and the northerly right of way line of said U. S. Highway 380, the following: North 61°04'40" West, a distance of 679.63 feet to an aluminum TXDOT right of way disk found for corner; South 78°35'46" West, a distance of 296.07 feet to an aluminum TXDOT right of way disk found for corner; South 38°16'12" West, a distance of 548.81 feet to an aluminum TXDOT right of way disk found for corner; South 62°08'29" West, a distance of 218.57 feet to an aluminum TXDOT right of way disk found for corner; South 86°00'46" West, a distance of 322.43 feet to an aluminum TXDOT right of way disk found for corner; North 90°00'00" West, a distance of 469.04 feet to an aluminum TXDOT right of way disk found for corner; 938 Exhibit A – Page 3 1230.012\90349.9 North 87°16'23" West, a distance of 413.60 feet to the POINT OF BEGINNING and containing 144.086 acres (6276387 square feet) of land, more or less. Tract 2 408.899 Acres BEING a tract of land situated in the George W. Anderson Survey, Abstract No. 12, Uberto Allen Survey, Abstract No. 14, Edward F. Anderson Survey, Abstract No. 16, B. B. B & C. RR. Co. Survey, Abstract No. 168, B. B. B & C. RR. Co. Survey, Abstract No. 188, William Stonham Survey, Abstract No. 1145 and the Harris Young Survey, Abstract No. 1450, Denton County, Texas and being the remaining portion of a called Tract Three (425.898-acres) described in a General Warranty Deed to Olex (United States), Inc., f/k/a Olex Corporation N. V., recorded in Volume 1129, Page 185, Deed Records of Denton County, Texas, and being more particularly described by metes and bounds as follows: BEGINNING at an aluminum TXDOT right of way disk found on the easterly line of said Tract Three (425.898-acres), for the southeast corner of a called Parcel 15, described in an Agreed Judgment to the State of Texas, recoded in Instrument No. 2012-80554, Official Records of Denton County, Texas, same being the intersection of the current southerly right of way line of U. S. Highway 380, a variable width right of way with the westerly right of way line of F. M. 156, a variable width right of way; THENCE in a southerly direction, departing the southerly right of way line of said U. S. Highway 380, along the easterly line of said Tract Three (425.898-acres) and the westerly right of way line of said F. M. 156, the following: South 28°45'02" West, a distance of 581.24 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set at the beginning of a tangent curve to the right having a central angle of 03°49'00", a radius of 5659.58 feet, a chord bearing and distance of South 30°39'32" West, 376.93 feet; in a southwesterly direction, along said curve to the right, an arc distance of 377.00 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for corner; South 27°44'04" West, a distance of 118.70 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for corner, from which, a wooden right of way marker bears South 44°02’ West, 3.82 feet; South 32°34'02" West, a distance of 1000.02 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for corner, from which, a wooden right of way marker bears South 42°17’ West, 2.01 feet; South 38°16'40" West, a distance of 100.50 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for corner, from which, a wooden right of way marker bears South 44°22’ West, 2.44 feet; 939 Exhibit A – Page 4 1230.012\90349.9 South 32°34'02" West, a distance of 1900.00 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for corner, from which, a wooden right of way marker bears South 27°02’ West, 8.82 feet; South 26°51'24" West, a distance of 100.50 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for corner; South 32°34'02" West, a distance of 924.50 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for the beginning of a tangent curve to the left having a central angle of 6°27'51", a radius of 2924.79 feet, a chord bearing and distance of South 29°20'06" West, 329.80 feet; in a southwesterly direction, with said curve to the left, an arc distance of 329.97 feet to a PK nail with a washer, stamped "KHA" set in an asphalt road, known as Old Stoney Road, an apparent public use roadway, no record found, for the southeast corner of said Tract Three (425.898-acres); THENCE South 89°39'42" West, departing the westerly right of way line of said F. M. 156, along the southerly line of said Tract Three (425.898-acres) and along said Old Stoney Road, a distance of 1706.19 feet to a 1/2-inch iron rod found for the southwest corner of said Tract Three (425.898-acres); THENCE North 0°02'12" West, departing said Old Stoney Road and along the westerly line of said Tract Three (425.898-acres), a distance of 5443.65 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set on the southerly line of a called Parcel 14, described in a Deed to the State of Texas, recorded in Instrument No. 2008-19039, Official Records of Denton County, Texas, same being the current southerly right of way line of aforesaid U. S. Highway 380; THENCE in an easterly direction, departing the westerly line of said Tract Three (425.898-acres) and along the southerly right of way line of said U. S. Highway 380, the following: South 87°16'23" East, passing at a distance of 8.26 feet, an aluminum TXDOT right of way disk found for the south common corner of said Parcel 14 and aforesaid Parcel 15, continuing for a total distance of 1274.95 feet to a point for corner; North 63°54'58" East, a distance of 83.00 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for corner; South 87°16'24" East, a distance of 299.75 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for corner; 940 Exhibit A – Page 5 1230.012\90349.9 North 88°52'11" East, a distance of 1520.81 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for corner; North 90°00'00" East, a distance of 160.25 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for corner; South 85°24'02" East, a distance of 457.49 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for corner; South 55°26'56" East, a distance of 259.95 feet to an aluminum TXDOT right of way disk found for corner; South 25°29'50" East, a distance of 449.43 feet to an aluminum TXDOT right of way disk found for corner; South 61°21'38" East, a distance of 239.94 feet to a 5/8-inch iron rod with a red plastic cap, stamped "KHA" set for corner; South 54°31'02" East, a distance of 100.71 feet to an aluminum TXDOT right of way disk found for corner; South 61°21'39" East, a distance of 91.38 feet to the POINT OF BEGINNING and containing 408.899 acres (17811656 square feet) of land, more or less. 941 Exhibit B – Page 1 1230.012\90349.9 Exhibit B Plat 942 Exhibit B – Page 2 1230.012\90349.9 943 Exhibit B – Page 3 1230.012\90349.9 944 Exhibit B – Page 4 1230.012\90349.9 945 Exhibit B – Page 5 1230.012\90349.9 946 Exhibit B – Page 6 1230.012\90349.9 947 Exhibit B – Page 7 1230.012\90349.9 948 Exhibit B – Page 8 1230.012\90349.9 949 Page C-1 of C-13 1230.012\90719.4 EXHIBIT C STRATEGIC PARTNERSHIP AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND DENTON COUNTY MUNICIPAL UTILITY DISTRICT NO. 16 STATE OF TEXAS § § COUNTY OF DENTON § This Strategic Partnership Agreement (this “Agreement”) is entered into by the City of Denton, Texas, a home rule municipality situated in Denton County, Texas (the “City”), and Denton County Municipal Utility District No. 16, a political subdivision of the State of Texas, acting by and through its duly authorized Board of Directors (the “District”), under the authority of Section 43.0751 of the Texas Local Government Code (the “Local Government Code”). RECITALS WHEREAS, Local Government Code Section 43.0751 (the “Act”) authorizes the City and the District to negotiate and enter into a strategic partnership agreement by mutual consent; and WHEREAS, the District encompasses approximately 552.958 acres, all of which is within the City’s extraterritorial jurisdiction and contiguous to the City’s corporate boundaries, described by metes and bounds and depicted on Exhibit “A” (the “Property”); and WHEREAS, the City desires to annex certain portions of the Property that have been or may in the future be designated for commercial use for limited purposes for the purpose of collecting Sales and Use Tax Revenues (hereinafter defined); and WHEREAS, subject to the terms of the Agreement, the District consents to the City annexing the commercial use areas of the Development for the sole and exclusive purpose of imposing and collecting sales and use taxes within such areas; and WHEREAS, pursuant to the Act, the Parties desire to enter into this Agreement to accomplish the annexation by the City for the sole and exclusive purpose of imposing and collecting sales and use taxes within the commercial use areas of the Limited Purpose Property (hereinafter defined); and WHEREAS, pursuant to this Agreement, the City will pay to the District an amount equal to a portion of such Sales and Use Tax Revenues (hereinafter defined), which may be used by the District to fund the installation and construction of infrastructure and for other purposes as set forth in Section 4.3 of this Agreement; and WHEREAS, the City and the District acknowledge that this Agreement provides benefits to each party, including revenue, services and regulatory benefits. 950 Page C-2 of C-13 1230.012\90719.4 NOW, THEREFORE, for and in consideration of the mutual agreements, covenants and conditions contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the City and the District agree as follows: ARTICLE I FINDINGS A. The District is a municipal utility district encompassing, in part, approximately 552.958 acres that is within the City’s extraterritorial jurisdiction. B. The District was created by the Texas Commission on Environmental Quality (the “TCEQ”), pursuant to Article XVI, Section 59, and Article III, Section 52(b)(3), of the Texas Constitution, and Chapters 49 and 54 of the Texas Water Code, as amended. C. On August 18, 2020, the City Council adopted Resolution No. __________ consenting to the creation of the District (the “Consent Resolution”). D. The District provided notice of two public hearings concerning the adoption of this Agreement following the District’s notification procedures for other matters of public importance, in accordance with the procedural requirements of the Act. E. The Board of Directors of the District conducted two public hearings regarding this Agreement, at which members of the public who wished to present testimony or evidence regarding this Agreement and the proposed limited purpose annexation were given the opportunity to do so, in accordance with the procedural requirements of the Act, on ____________, 202_, at ______ p.m. at _____________________, and on __________, 202_, at _____ p.m. at _______________. F. The Board of Directors of the District adopted and approved this Agreement on ____________, 202_, in open session at a meeting held in accordance with Chapter 551 of the Texas Government Code. G. The City provided notice of two public hearings concerning the adoption of this Agreement by publishing said notices in a newspaper of general circulation in the City and in the District, in accordance with the procedural requirements of the Act. H. The City Council conducted two public hearings regarding this Agreement, at which members of the public who wished to present testimony or evidence regarding this Agreement and the proposed limited purpose annexation were given the opportunity to do so, in accordance with the procedural requirements of the Act, on __________, 202_, at ______ p.m. at the City Council Chambers, and on ________, 202_, at _____ p.m. at the City Council Chambers. I. The City Council adopted and approved this Agreement on _________, 202_, in open session at a meeting held in accordance with Chapter 551 of the Texas Government Code, which approval occurred after the Board of Directors of the District approved this Agreement. 951 Page C-3 of C-13 1230.012\90719.4 J. All procedural requirements imposed by law for the adoption of this Agreement have been met. K. In accordance with the requirements of Subsection (p)(2) of the Act, this Agreement provides benefits to the City and the District, including revenue, services and regulatory benefits which are reasonable and equitable with regard to the benefits provided to the other. L. The Act authorizes the City and the District to enter into this Agreement to define the terms under which services, if any, will be provided to City and the District and under which the District will continue to exist after the Property is annexed for limited purposes pursuant to this Agreement. M. This Agreement does not require the District to provide revenue to the City solely for the purpose of an agreement with the City to forgo annexation of the District. N. All the terms contained in this Agreement are lawful and appropriate to provide for the provision of municipal services. O. The City and the District negotiated this Agreement by mutual consent; the terms of the Agreement are not a result of the City’s annexation plan or any arbitration between the City and District. ARTICLE II DEFINITIONS Terms used in this Agreement shall have the following meanings: “Act” means the Texas Local Government Code, Section 43.0751, and any amendments thereto. “Agreement” means this Strategic Partnership Agreement between the City and the District. “Board of Directors” means the Board of Directors of the District. “City” means the City of Denton, Texas, a home rule municipality of the State of Texas. “City Manager” means the chief administrative employee of the City, or his or her authorized designee. “City Council” means the City Council of the City. “City Share” means the City’s share of the Sales and Use Tax Revenues as defined by Section 4.2 of this Agreement. 952 Page C-4 of C-13 1230.012\90719.4 “Commercial Property” means those certain tracts within the District that are adjacent and abutting U.S. Highway 380, which tracts are within the City’s ETJ. “Comptroller” means the Comptroller of Public Accounts for the State of Texas. “Consent Resolution” means the City’s Resolution No. __________ consenting to the creation of the District. “Development and Consent Agreement” means the Development and Consent Agreement effective August 18, 2020, regarding development of the Property. “District” means Denton County Municipal Utility District No. 16. “District Share” means the District’s share of the Sales and Use Tax Revenues as defined by Section 4.2 of this Agreement. “ETJ” means the extraterritorial jurisdiction of a city as defined by the Local Government Code, as amended. “Effective Date” means the date on which the City adopts this Agreement, after it has been approved, adopted, and executed by the District. “Government Code” means the Texas Government Code, as amended. “Implementation Date” means the date the limited-purpose annexation ordinance is passed by City Council pursuant to Section 3.4, 3.5, and 3.6. “Limited Purpose Annexation Period” means the period commencing on the effective date of the limited purpose annexation of the Limited Purpose Property and ending upon the full purpose annexation or disannexation of such property. “Limited Purpose Property” means the property in the District that is within the City’s ETJ and is annexed pursuant to Section 3.4, 3.5, and 3.6. “Local Government Code” means the Texas Local Government Code, as amended. “Notice” means notice as defined in Section 9.1 of this Agreement. “Party” means, individually, the City or the District, their successors and assigns as permitted by Section 8.8 of this Agreement. “Property” means the approximately 552.958 acres located partially within the City’s extraterritorial jurisdiction, described by metes and bounds and depicted on Exhibit “A.” “Sales and Use Tax Revenues” means those revenues received by the City from the sales and use tax authorized to be imposed by the City on sales consummated at locations within the 953 Page C-5 of C-13 1230.012\90719.4 Limited Purpose Property pursuant to the Act and Chapter 321 of the Tax Code and whose use is not otherwise controlled or regulated, in whole or in part, by another governmental entity, authority or applicable law, ordinance, rule or regulation. “Tax Code” means the Texas Tax Code, as amended. ARTICLE III ADOPTION OF AGREEMENT AND LIMITED PURPOSE ANNEXATION OF COMMERCIAL PROPERTY 3.1 Public Hearings. The District and the City acknowledge and agree that prior to the execution of this Agreement, the governing bodies of the District and the City have conducted two public hearings for the purpose of considering the adoption of this Agreement and that such hearings were noticed and conducted in accordance with the terms of the Act, this Agreement and Chapter 551 of the Government Code. 3.2 Effective Date. Pursuant to Subsection (c) of the Act, this Agreement is effective on the date of adoption of this Agreement by the City. 3.3 Filing in Property Records. The District shall file this Agreement in the Real Property Records of Denton County, Texas. This Agreement binds each owner and future owner of land included within the District’s boundaries in accordance with Subsection (c) of the Act. 3.4 Limited Purpose Annexation of Commercial Property. The District and the City agree that the City may annex all or any portion of the Commercial Property for the limited purpose of collecting Sales and Use Tax Revenues within the Commercial Property pursuant to Subsection (k) of the Act. The District acknowledges that the City Council may adopt one or more limited purpose annexation ordinances at one or more meetings conducted in accordance with Chapter 551 of the Government Code and further acknowledges that no additional notices, hearings or other procedures are required by law in order to approve such limited purpose annexations. The City may annex for limited purposes any portion of the Commercial Property at any time after Owner, or any subsequent owner of the Commercial Property, submits a final plat for such property to the City. 3.5 Limited Purpose Annexation of Additional Commercial Property. If in the future any non-commercial land within the District as of the Effective Date is converted to any commercial use, the District and the City agree that the City may annex such additional commercial land (the “Additional Commercial Property”) for the sole and exclusive purpose of imposing Sales and Use Tax Revenues within the Additional Commercial Property, pursuant to this Agreement. The District acknowledges and agrees that the City Council may adopt a limited purpose annexation ordinance applicable to the Additional Commercial Property at a meeting conducted in accordance with Chapter 551 of the Texas Government Code and that no further notices, hearings, or other procedures shall be required to adopt such limited purpose annexation ordinance. The City may annex for limited purposes any portion of the Commercial Property at any time after Owner, or any subsequent owner of the Commercial Property, submits a final plat for such property to the City. 954 Page C-6 of C-13 1230.012\90719.4 3.6 Limited Purpose Annexation of Connecting Land. The District and the City further agree that the City may limited purpose annex additional land within the District (up to a maximum width of 1,001 feet) as reasonably necessary to connect the Commercial Property or Additional Commercial Property to the corporate or extraterritorial limits of the City (the “Connecting Limited Purpose Property”). The City may annex Connecting Limited Purpose Property for the sole and exclusive purpose of imposing sales and use taxes pursuant to this Agreement. The District acknowledges and agrees that the City Council may adopt a limited purpose annexation ordinance applicable to the Connecting Limited Purpose Property at a meeting conducted in accordance with Chapter 551 of the Texas Government Code and that no further notices, hearings, or other procedures shall be required to adopt such limited purpose annexation ordinance. 3.7 Limited Purpose Property and Sales and Use Tax Revenues. For purposes of this Agreement, the Commercial Property, Additional Commercial Property, and Connecting Limited Purpose Property shall collectively be referred to as the “Limited Purpose Property”; and the sales and use taxes collected within the Limited Purpose Property shall be referred to as the “Sales and Use Tax Revenues”. 3.8 Consent to Limited Purpose Annexation. The District, on behalf of itself and all present and future owners of land within the District, hereby requests that the City annex the Limited Purposes Property for limited purposes as provided in this Agreement. The District expressly consents to annexation, from time to time, and to the collection of Sales and Use Tax Revenues by the City within such Limited Purpose Property. Such consent shall bind the District and all current and future owners of land within the District. ARTICLE IV TAXATION AND PROVISIONS OF SERVICES 4.1 Collection of Sales and Use Tax Revenues. The City may impose a sales and use tax within the Limited Purpose Property pursuant to Subsection (k) of the Act. The sales and use tax shall be imposed on all eligible commercial activities at the rate allowed under the Tax Code and imposed by the City. Collection of the Sales and Use Tax Revenues shall take effect on the date described in Section 321.102 of the Tax Code. 4.2 Payment of Sales and Use Tax. In return for the benefits received by the City pursuant to this Agreement, the City shall pay to the District an amount equal to 50% of the Sales and Use Tax Revenues collected within the Limited Purposes Property commencing upon the effective date of the limited purpose annexation of the Limited Purpose Property. All amounts payable to the District are hereafter referred to as the “District Share.” The City shall pay the District Share within 30 days after the City receives the sales tax report reflecting such revenue from the Comptroller. Any payment of the District Share not made within such 30 day period shall bear interest calculated in accordance with Section 2251.025 of the Government Code. The City shall retain all Sales and Use Tax Revenues that do not constitute the District Share (the “City Share”). 955 Page C-7 of C-13 1230.012\90719.4 4.3 Use of the Sales and Use Tax Revenues. The District may use the District Share for any lawful purpose. The City may use the City Share for any lawful purpose. 4.4 Delivery of Sales Tax Reports to District. The City shall deliver to the District a condensed version of each monthly area sales tax report provided by the Comptroller, containing only the contents of the sales tax report relating to retail sales and retailers in the Property within 30 days of City’s receipt of the sales tax report. 4.5 Notification of Comptroller. The City shall send notice of this Agreement, together with other required documentation, to the Comptroller in the manner provided by Section 321.102 of the Tax Code, after the City Council annexes any portion of the Limited Purpose Property for limited purposes. 4.6 Termination of Sales and Use Tax Sharing. Upon termination of this Agreement, the City shall have no further financial obligation to the District pursuant to this Agreement. 4.7 City Audit Rights. The District is required by law to prepare an annual audit within 120 days after the close of the District’s fiscal year, subject to the exemptions provided under Section 49.198 of the Texas Water Code allowing for the District to file annual financial reports with the executive director of the TCEQ in lieu of conducting an annual audit if it meets certain criteria. The District shall provide a copy of its annual audit or annual financial report to City within 30 days after the audit or financial report is completed. City may audit the District’s expenditures made with the Sales and Use Tax revenue paid under Section 4.2, solely to determine whether the expenditures have been made by the District in accordance with Section 4.3. Any audit shall be made at City’s sole cost and expense and may be performed at any time during regular business hours by City’s internal auditors or an independent auditing firm on 30 days written notice to the District. For the purpose of any audits made by the City, the District shall maintain and make available to City or its representatives all books, records, documents and other evidence of accounting procedures or practices in whatever form maintained sufficient to reflect the expenditure of all Sales and Use Tax revenues that are subject to this Agreement. ARTICLE V TERM This Agreement commences and binds the Parties on the Effective Date and continues until the City annexes the Limited Purpose Property for full purposes or disannexes the Limited Purpose Property. Any rights or privileges of the Parties and their successors or assigns under this Agreement will terminate upon the expiration or termination of this Agreement. If the City elects to annex the Limited Purpose Property for full purposes or disannex the Limited Purpose Property, the City will provide written notice to the District at least 180 days before such annexation or disannexation. If the District elects to dissolve, it shall provide written notice to the City at least 180 days before the dissolution. 956 Page C-8 of C-13 1230.012\90719.4 ARTICLE VII BREACH, NOTICE AND REMEDIES 7.1 Notification of Breach. If either Party commits an alleged breach of this Agreement, the non-breaching Party shall give Notice to the breaching Party that describes the alleged breach in reasonable detail. A Party receiving such Notice shall determine (i) whether a failure to comply with a provision has occurred; (ii) whether the failure is excusable; and (iii) whether the failure has been cured or will be cured by the purportedly breaching Party. The Parties shall make available to each other such records, documents, or other information necessary to make these determinations upon reasonable written request. 7.2 Cure of Breach. The breaching Party shall commence curing such breach within 15 calendar days after receipt of Notice of the breach and shall complete the cure within 30 calendar days from the date of commencement of the cure; however, if the breach is not reasonable susceptible to cure by the breaching Party within such 30 day period, the non-breaching Party shall not bring any action so long as the breaching Party has commenced to cure the breach within such 30 day period and diligently completes the cure within a reasonable time without unreasonable cessation. A Party providing Notice of a breach may provide for a longer period of time to cure the alleged failure within its written notice 7.3 Remedies for Breach. If the breaching Party does not cure such material breach within the stated period of time, the non-breaching Party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, seek relief available at law or in equity, including, but not limited to, an action under the Uniform Declaratory Judgment Act, specific performance, mandamus and injunctive relief. Damages, if any, to which any non- breaching Party may be entitled shall be limited to actual damages and shall not include special or consequential damages. In addition, the prevailing party in any such action shall be entitled to reasonable attorney’s fees and costs of litigation as determined in a final, non-appealable order in a court of competent jurisdiction. ARTICLE VIII ADDITIONAL PROVISIONS 8.1 Notices. All required notices under this Agreement (“Notice”) shall be in writing and shall become effective as follows: (a) on the 10th business day after being deposited with the United States mail service, postage prepaid, Certified Mail, Return Receipt Requested, addressed to the Party to be notified; (b) on the day delivered by private delivery or private messenger service (such as FedEx or UPS) as evidenced by a receipt signed by any person at the delivery address (whether or not such person is the person to whom the Notice is addressed); or (c) otherwise on the day actually received by the person to whom the Notice is addressed, including, but not limited to, delivery in persona and delivery by regular mail. All Notices given pursuant to this section shall be addressed as follows: To the City: City of Denton Attn: City Manager 215 E. McKinney St. 957 Page C-9 of C-13 1230.012\90719.4 Denton, Texas 76201 Fax: (940) 382-7923 Email: Todd.Hileman@cityofdenton.com With a copy to: City of Denton Attn: City Attorney 215 E. McKinney St. Denton, TX 76201 Email: Aaron.Leal@cityofdenton.com If to the District: Denton County Municipal Utility District No. 16 Attn: President, Board of Directors c/o Coats Rose, P.C. 9 Greenway Plaza, Suite 1000 Houston, Texas 77046 Email: tgreen@coatsrose.com With a copy to: Attn: Tim Green Coats Rose, P.C. 9 Greenway Plaza, Suite 1000 Houston, Texas 77046 Email: tgreen@coatsrose.com 8.2 No Waiver. Any failure by a Party to insist upon strict performance by the other Party of any provision of this Agreement shall not be deemed a waiver thereof, and the Party shall have the right at any time thereafter to insist upon strict performance of any and all of the provisions of this Agreement. No provision of this Agreement may be waived except in writing signed by the Party waiving such provision. Any waiver shall be limited to the specific purpose for which it is given. No waiver by any Party hereto of any term or condition of this Agreement shall be deemed or construed to be a waiver of any other term or condition or subsequent waiver of the same term or condition. 8.3 Governing Law and Venue. This Agreement shall be construed and enforced in accordance with the laws of the State of Texas, as they apply to contracts performed within the State of Texas and without regard to any choice of law rules or principles to the contrary. The Parties acknowledge that this Agreement is performable in Denton County, Texas, and hereby submit to the jurisdiction of the courts of Denton County, Texas, and agree that any such court with proper jurisdiction shall be a proper forum for the determination of any dispute arising hereunder. 8.4 Authority to Execute. The City warrants that this Agreement has been approved by the City Council in accordance with all applicable public meeting and public notice requirements (including, but not limited to, notices required by the Texas Open Meetings Act) and that the individual executing this Agreement on behalf of the City has been authorized to do so. The 958 Page C-10 of C-13 1230.012\90719.4 District warrants that this Agreement has been approved by the Board in accordance with all applicable public meeting and public notice requirements (including, but not limited to, notices required by the Open Meetings Act) and the individual executing this Agreement on behalf of the District has been authorized to do so. 8.5 Entire Agreement; Severability. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, whether oral or written, covering the subject matter of this Agreement. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable for any reason, then (a) such unenforceable provision shall be deleted from this Agreement; (b) the unenforceable provision shall, to the extent possible, be rewritten to be enforceable and to give effect to the intent of the Parties; and (c) the remainder of this Agreement shall remain in full force and effect and shall be interpreted to give effect to the intent of the Parties. 8.6 Changes in State or Federal Law. If any state or federal law changes so as to make it impossible for the City or the District to perform its obligations under this Agreement, the Parties will cooperate to amend this Agreement in such a manner that is most consistent with the original intent of this Agreement and legally possible. 8.7 Additional Documents and Acts. The Parties agree that at any time after execution of this Agreement, they will, upon request of the other Party, execute and/or exchange any other documents necessary to effectuate the terms of this Agreement and perform any further acts as the other Party may reasonably request to effectuate the terms of this Agreement. 8.8 Assignability, Successors and Assigns. This Agreement shall not be assignable by any Party without the other Party’s written consent. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective officers, directors, partners, employees, representatives, agents, vendors, grantees and/or trustees, heirs, executors, administrators, legal representatives, successors and assigns, as authorized herein. No assignment by a Party will be valid or enforceable unless all of the following conditions have been satisfied: a. The assignment of the Agreement must be evidenced by a recordable document (the “Assignment”), the form of which must be approved in writing by the Parties (such approval not to be unreasonably withheld); b. The Assignment must expressly contain, among other reasonable requirements and/or conditions of the Parties, an acknowledgment and agreement that all obligations, covenants, and/or conditions contained in the Agreement will be assumed solely and completely by the assignee, and also contain the name, address, phone number, and electronic mail address of the assignee; c. the Assignor must file any approved, executed Assignment in the Land Records of Denton County, Texas; and d. Assignor shall provide the other Party with a file-marked copy of the Assignment within ten (10) days of filing the same. 959 Page C-11 of C-13 1230.012\90719.4 8.9 Amendment. This Agreement may be amended only by written agreement with approval of the governing bodies of both the City and the District. 8.10 Interpretation. The Parties acknowledge that each Party ( and if it so chooses, its counsel) has reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting Party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto. Unless otherwise specified, as used in this Agreement, the term “including” means “including, without limitation” and the term “days” means calendar days, not business days. Wherever required by the context, the singular shall include the plural, and the plural shall include the singular. Each defined term herein may be used in its singular or plural form whether or not so defined. Headings in this Agreement are for the convenience of the Parties are not intended to be used in construing this document. 8.11 No Third-Party Beneficiaries. This Agreement is solely for the benefit of the City and the District. Neither the City nor the District intends by any provision of this Agreement to create any rights in any third-party beneficiaries or to confer any benefit or enforceable rights under this Agreement or otherwise upon anyone other than the City and the District. 8.12 Governmental Powers. By execution of this Agreement, neither the City nor the District waives or surrenders any of its respective governmental powers, immunities or rights, except as specifically waived pursuant to this section. The City and the District mutually waive their governmental immunity from suit and liability only as to any action brought by a Party to pursue the remedies available under this Agreement and only to the extent necessary to pursue such remedies. Nothing in this section shall waive any claims, defenses or immunities that the City or the District has with respect to suits against the City or the District by persons or entities not a party to this Agreement. 8.13 Incorporation of Exhibits by Reference. All exhibits attached to this Agreement are incorporated into this Agreement by reference for the purposes set forth herein, as follows: Exhibit A Legal Description and Map of Property Exhibit B Plan Depicting Commercial Property 8.14 Counterpart Originals. This Agreement may be executed in multiple counterparts, each of which shall be deemed to be an original. 8.15 Recitals. The recitals contained in this Agreement: (a) are true and correct as of the Effective Date; (b) form the basis upon which the Parties negotiated and entered into this Agreement; and (c) reflect the final intent of the Parties with regard to the subject matter of this Agreement. In the event it becomes necessary to interpret any provision of this Agreement, the intent of the Parties, as evidenced by the recitals, shall be taken into consideration and, to the maximum extent possible, given full effect. The Parties have relied upon the recitals as part of the consideration for entering into this Agreement and, but for the intent of the Parties reflected by the 960 Page C-12 of C-13 1230.012\90719.4 recitals, would not have entered into this Agreement, and the recitals are incorporated as part of the Agreement’s terms. 8.16 Voting Rights in the District. Upon annexation of the Commercial Property for limited purposes by City, any qualified voters within the Commercial Property may vote in City elections, pursuant to Local Government Code §43.130(a). Voting rights are subject to all state and federal laws and regulations. City will comply with all the notice requirements as set forth in §43.130 of the Local Government Code, as it now exists or hereafter amended. 8.17 Reservation of Rights. To the extent not inconsistent with this Agreement, each Party reserves all rights, privileges, and immunities under applicable laws. By entering into and executing this Agreement, City does not in any way waive, limit, or surrender its sovereign immunity. 8.18 Authority for Execution. All signatories certify and represent that the execution of this Agreement is duly authorized and adopted in conformity with applicable law, and the signatory has been provided with all authority, consent, and/or permissions necessary to bind his/her respective principal to the terms set forth in this Agreement. The District certifies and represents that the execution of this Agreement is duly authorized and adopted by its Board of Directors. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 961 Page C-13 of C-13 1230.012\90719.4 [INSERT SIGNATURE PAGES] 962 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:HL20-0008a,Version:1 AGENDA CAPTION Consider approval of a resolution of the City of Denton,Texas approving an application for a partial tax exemption of designated historic sites,in accordance with Chapter 10,Article VI,Sections 10-126 through 10- 129 of the Denton Municipal Code of Ordinances,for a Local Historic Landmark,located at 923 West Oak Street in the Oak-Hickory Historic District (OHH),generally located on the south side of West Oak Street, between Denton Street and Welch Street;providing for severability;and providing an effective date.(HL20- 0008, 923 W Oak Street - Tax Exemption, Ron Menguita) City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™963 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services DCM: Sara Hensley DATE: August 18, 2020 SUBJECT Consider approval of a resolution of the City of Denton, Texas approving an application for a partial tax exemption of designated historic sites, in accordance with Chapter 10, Article VI, Sections 10-126 through 10-129 of the Denton Municipal Code of Ordinances, for a Local Historic Landmark, located at 923 West Oak Street in the Oak-Hickory Historic District (OHH), generally located on the south side of West Oak Street, between Denton Street and Welch Street; providing for severability; and providing an effective date. (HL20-0008, 923 W Oak Street – Tax Exemption, Ron Menguita) BACKGROUND The applicants, and current property owners Chris and Emilie Galanos, have submitted an application for a partial tax exemption of designated historic sites for their property. Prior to Chris and Emilie Galanos purchasing their home, the previous owner had completed restoration and improvements to the home. This includes wall reframing and adding new sheetrock to create a new interior layout for a second-floor remodel. The applicants have submitted photos and invoices for the subject work and is included in their application. Refer to Exhibit 4 – Application and Exhibit 5 – Photos for additional information. The total expense for the work was $10,297.00. Prior to the Historic Landmark Commission meeting and consideration, the applicant sent staff an email with information and receipts for additional restoration and improvements to the home completed by the previous owner. This includes exterior painting of various parts of the house and re-piping hot/cold water lines in the house, relocating washer lines, adding a new drain for washer, and relocated the water heater. The total expense for the additional work was $11,575.00. The total expense for the restoration and improvements presented is $21,872.00. The applicant has provided staff with proof that payment was paid for (Refer to Exhibit 4). According to the applicant the improvements and restoration were performed between May and October of 2015. The work that was completed and the expense amount qualifies the applicant for the City’s tax exemption for a property that is designated as a Local Historic Landmark or Site. The home at 923 W Oak Street, also referred to as the Ratliff- Schultz House, was designated as a Local Historic Landmark in 2015. On May 5, 2015, the City Council adopted an ordinance (2015-148) designating the subject property a Local Historic Landmark. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 964 CONSIDERATIONS: 1. Per the City’s Code of Ordinances, Sec. 10-128 (c), Any property which is designated a historic site after the first day of January 2009 may be exempt from real property ad valorem taxes levied by the City of Denton to the extent of fifty (50%) percent of the assessed value of the designated historic site if the property owner demonstrates to City qualifying expenses of $10,000.00 or more for permanent improvements and/or for restoration of said property. The qualifying expenses are limited to two (2) years prior to designation as an historic site. The Historical Landmark Commission must determine whether the qualifying expenses result in a permanent improvement and/or restoration of said property as a condition of receiving the exemption. The exemption provided for herein shall apply for a maximum of then (10) successive years, beginning with the first year the property is entitled to the exemption during the specified years and thereafter during which the property is a designated historic site on the first day of January of those nine (9) successive years. 2. The subject property is designated as a Local Historic Landmark. 3. The applicant has spent a total of $21,872.00 toward improvements and restoration. 4. If the Historic Landmark Commission recommends a favorable determination that the expenses presented resulted in a permanent improvement and/or for restoration of the landmarked property, staff will forward a draft Resolution to the City Council to consider approving the subject property as a designated Local Historic Landmark in need of tax relief. 5. If the City Council approves the Resolution, the applicant will then need to apply for the partial tax exception with the chief appraiser of the Denton Central Appraisal District. PREVIOUS ACTION/REVIEW • May 5, 2015 – City Council adopted an ordinance (2015-148) designating the subject property a Local Historic Landmark • July 13, 2015 – received a COA approval for siding • July 28, 2015 - received a COA approval for windows • July 28, 2015 - received a COA approval for paint • August 11, 2015 - received a COA approval for new windows • August 14, 2015 - received a COA approval for a new dormer • August 14, 2015 - received a COA approval for columns • August 14, 2015 - received a COA approval for railing • December 9, 2015 - received a COA approval for a fence • 1504-0734 – Plumbing Permit to replace water main from meter to house • 1603-0276 – Fence Permit to install a Cedar fence with electric swing gate • July 13, 2020 – the Historic Landmark Commission made a favorable determination that the expenses presented in the subject application resulted in a permanent improvement and/or restoration of the historic landmarked property. NEIGHBORHOOD MEETING No neighborhood meeting was held. OPTIONS 1. Approve as submitted 2. Approve subject to conditions 3. Deny 4. Postpone consideration 5. Table item 965 RECOMMENDATION Staff recommends approval of the application for a partial tax exemption of designated historic sites for the property located at 923 West Oak Street, in accordance with Chapter 10, Article VI, Sections 10-126 through 10-129 of the Denton Municipal Code of Ordinances as a designated as a Local Historic Landmark in need of tax relief. EXHIBITS: 1. Agenda Information Sheet 2. Site Location Map 3. Oak-Hickory Historic District Map 4. Chapter 10, Article VI, Sections 10-126 through 10-129 5. Application 6. Photos 7. July 13, 2019 - HLC Meeting Minutes 8. Draft Resolution 9. Ordinance Exhibit A – Legal Description 10. Presentation Respectfully submitted: Richard Cannone, AICP Deputy Director Development Services Planning Director Prepared By: Ron Menguita, AICP Principal Planner 966 DENTONHICKORY OAK BERNARDWELCHMOUNTSAMARILLOFULTONGREGGPONDERGRACE TEMPLE MULBERRY ANDERSON HAYNES SYCAMORE 923 W Oak StreetSite Location 0 150 30075 Feet 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. Oak Hickory Historic District Parcels Roads µ Date: 7/27/2020 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 967 Oak Hickory Historic District Date: 1/7/2020 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 of the Cityof Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed or implied, areprovided for the data herein, its use, or its interpretation. Utilization of this map indicates understanding and acceptance of this statement.SWELCHSTW MULBERRY ST W OAK ST W HICKORY ST M O UNTS AVE FULTON STBERNARD STGRACE TEMPLE AVE AMARILLO STDENTON STWILLIAMS STN WELCH STGREGG ST PEARL ST W PARKWAY ST ANDERSON ST HAYNES ST µ0 150 30075FeetOak Hickory Historic District Parcels 968 ARTICLE VI. ‐ TAX EXEMPTION FOR DESIGNATED HISTORIC SITES[7] Footnotes: ‐‐‐ (7) ‐‐‐ Cross reference— Historic land preservation and historic districts, § 35-211 et seq. Sec. 10‐126. ‐ Purpose. This article is enacted for the purpose of encouraging the preservation of individually designated historic sites by providing for a reduction of the city's property tax to qualifying properties. (Ord. No. 87-189, § I(22-50), 10-20-87) Sec. 10‐127. ‐ Definition. As used in this article, "designated historic site" means any structure or archeological site and the land necessary for access to and use of the structure or archeological site, if the structure or archeological site is designated as a historically or archeologically significant site in need of tax relief to encourage its preservation pursuant to an ordinance or other law adopted by the governing body of the unit. (Ord. No. 87-189, § I(22-51), 10-20-87; Ord. No. 2009-290, § 1, 11-17-09) Cross reference— Definitions and rules of construction generally, § 1-2. Sec. 10‐128. ‐ Partial tax exemption of designated historic sites. (a) Any property which was a designated historic site on the first day of January for any year beginning with 1989 and extending to and including 2008, shall be exempt from real property ad valorem taxes levied by the City of Denton to the extent of fifty (50) percent of the assessed value of the designated historic site. The exemption provided for herein shall apply for a maximum of fifteen (15) successive years, beginning with the first year the property is entitled to the exemption during the specified years and continuing and including each and every year of the fourteen (14) successive years thereafter during which the property is a designated historic site on the first day of January of those fourteen (14) years. (b) Any property which was a designated historic site on the first day of January 2009 shall be exempt from real property ad valorem taxes levied by the City of Denton for tax year 2009 to the extent of fifty (50) percent of the assessed value of the designated historic site. (c) Any property which is designated a historic site after the first day of January 2009 may be exempt from real property ad valorem taxes levied by the City of Denton to the extent of fifty (50) percent of the assessed value of the designated historic site if the property owner demonstrates to city qualifying expenses of ten thousand dollars ($10,000.00) or more for permanent improvements and/or for restoration of said property. The qualifying expenses are limited to two (2) years prior to designation as a historic site. The historical landmark commission must determine whether the qualifying expenses result in a permanent improvement and/or restoration of said property as a condition of receiving the exemption. The exemption provided for herein shall apply for a maximum of ten (10) successive years, beginning with the first year the property is entitled to the exemption during the specified years and continuing and including each and every year of the nine (9) 969 successive years thereafter during which the property is a designated historic site on the first day of January of those nine (9) successive years. (d) Additional ten (10) year exemptions thereafter will require the property owner to demonstrate to city qualifying expenses of ten thousand dollars ($10,000.00) or more, beyond those demonstrated for the initial or subsequent exemption, for permanent improvements and/or for restoration of said property. The historical landmark commission must determine whether the qualifying expenses result in a permanent improvement and/or restoration of said property as a condition of receiving the exemption. (e) Upon designation as a historic site eligible for a tax exemption or reauthorization of a tax exemption, the director of planning and development shall provide the property owner a certified ordinance or other document that authorizes the tax exemption. To receive the exemption provided herein, a person claiming the exemption must apply for the exemption with the chief appraiser of the Denton Central Appraisal District as provided by state law. Immediately after issuance of a certificate of demolition or removal, the director of planning and development shall notify the chief appraiser of the Denton Central Appraisal District. (Ord. No. 87-189, § I(22-52), 10-20-87; Ord. No. 98-110, § I, 4-21-98; Ord. No. 2009-290, § 1, 11-17-09) Sec. 10‐129. ‐ Recapture of taxes. (a) If any designated historic site is, within twenty-five (25) years from any year in which the property received a tax exemption under this article: (1) Removed as a designated historic site by ordinance, upon the request of the owner; or (2) Removed as a designated historic site by ordinance after it has been determined to have been totally or partially destroyed or altered by the willful or negligent act of the owner or the owner's agent, in violation of article V of chapter 35 of this Code; an additional tax is imposed, on the effective date of the ordinance providing for its removal as a designated historic site, equal to the difference between the city taxes imposed for each year an exemption was made under this article, and the taxes that would have been imposed had the exemption not been made, plus interest on the additional amount at an annual rate of seven (7) percent, calculated from the dates on which the additional taxes would have become due if not exempted. (b) If, in providing for the removal of a property as a designated historic site because of its being partially or totally destroyed or altered, as provided in subsection (a)(2) of this section, the city council, after receiving the determination of the historic landmark commission and planning and zoning commission, determines, after public hearing for which the owner shall be given notice, that the property was totally or partially destroyed or altered by the willful or negligent act of the owner or his representative, in violation of article V of chapter 35, the additional tax provided for in this section shall be imposed. (c) A tax lien attaches to the property on the date it is removed as a designated historic site to secure payment of the additional tax and interest imposed by this section. The lien exists in favor of the city for which the additional tax is imposed. (d) The city tax assessor and collector shall notify the chief appraiser of the additional tax imposed and shall prepare and deliver a statement to the owner for the additional taxes plus interest as soon as practicable after removal of the property as a designated historic site. The taxes and interest are due and become delinquent and incur penalties and interest as provided by law for ad valorem taxes imposed by the city if not paid before February 1 of the year following the year in which the additional tax is imposed. (Ord. No. 87-189, § I(22-53), 10-20-87) 970 CITY OF DENTON IIlSTORIC LANDMARK COMMISSION APPLICATION FOR IIlSTORIC LANDMARK TAX EXEMPTION AUTHORIZATION Name ofowner c ~ /; c; .J--,' Cl~"'-"'>S -~~-------------------------- Address of owner qri-""> W . 0 4 k... s,f-, Telephone/Email 09le. -4 l/ S--5 g-g--g- This application is for property located at: CJ ?---> --~----------------- List the completed repairs or maintenance work. Attach all receipts. (Please note all receipts for work completed must total a minimum of $10,000 in order to be considered for the Historic Landmark City Tax Exemption.) ·'1 /11 I,~ '1 (71 f,5 , f?/, f ,5", f,y /,r-, <l /i-, ( /{"° ~-kv,vv-bloi l( 6-:""-'-'J C,vu..-·tc l'\t,t,J I"' ~'\>y-l0'-i _,.,,{-2-:::1 fu ,__ V'UVvoM.. Signature of Property Owner Date "1 /, /w Return to: Planning Department, 215 West Hickory Street, Denton, Texas, 76201 Phone: 940-349-8541 Fax: 940-349-7707 971 Historic Tax Exemption AppContractorDate Cost PurposeKeep the Old ‐ Paint & Carpentry 7/17/2015 1,320.00$ Interior wall framing to create new interior layout for 2nd floor remodelKeep the Old ‐ Paint & Carpentry 7/17/2015 270.00$ Interior wall framing to create new interior layout for 2nd floor remodelKeep the Old ‐ Paint & Carpentry 7/24/2015 2,640.00$ Interior wall framing to create new interior layout for 2nd floor remodelKeep the Old ‐ Paint & Carpentry 8/7/2015 882.00$ Interior wall framing to create new interior layout for 2nd floor remodelKeep the Old ‐ Paint & Carpentry 8/14/2015 2,205.00$ Interior wall framing to create new interior layout for 2nd floor remodelKeep the Old ‐ Paint & Carpentry 8/14/2015 330.00$ Interior wall framing to create new interior layout for 2nd floor remodelKeep the Old ‐ Paint & Carpentry 8/21/2015 2,650.00$ Interior wall framing to create new interior layout for 2nd floor remodelTotal 10,297.00$ 972 973 974 975 976 977 1 Menguita, Ron P. From:Chris Galanos <chris@chrisgalanos.com> Sent:Tuesday, July 7, 2020 8:35 AM To:Menguita, Ron P. Subject:More receipts Attachments:Receipts for ChrisGalanos.pdf This message has originated from an External Source. Please be cautious regarding links and attachments. Ron, I asked the seller for more receipts of work done that may not have required a permit. I'll attach these receipts here & you can tell me if you'd like to use any of them. It includes: $1,100 for laying sod in the yard $703.63 to replace garage door with nicer one $6,875 in painting various parts of the house $4,700 in repiping hot/cold water in house, relocating washer lines, and new drain for washer along with relocated water heater Do you like any of these better than what we've got so far? Or we could do some mixing & matching? Thanks! Chris 978 979 980 981 982 983 984 985 986 987 988 989 990 1 Historic Landmark Commission 1 Meeting Minutes 2 July 13, 2020 3 4 After determining that a quorum was present, the Historic Landmark Commission convened in a 5 Regular Meeting on Monday, July,13 2020 at 3:00 p.m. in the Council Work Session Room at City 6 Hall, 215 E. McKinney Street, Denton, Texas, at which the following items were considered: 7 PRESENT: Vice-Chair Mary Anderson. Commissioners: Linnie McAdams, Melody 8 Kohout, Angie Stripling, Evan Stone, Kady Finley and Janell Cottam. 9 10 ABSENT: Chair Roy Anderson. 11 12 STAFF: Cynthia Kirchoff, Monica Salcedo and Ron Menguita. 13 14 NOTE: Vice-Chair Mary Anderson, and Commissioners Janell Cottam, Linnie McAdams, Evan 15 Stone, Angie Stripling, Kady Finley and Melody Kohout will be participating in the meeting via 16 video/teleconference. 17 Vice-Chair Mary Anderson opened the Historic Landmark Commission meeting at 3:02 p.m. 18 REGULAR MEETING 19 1. PLEDGE OF ALLEGIANCE 20 A. U.S. Flag B. Texas Flag 21 22 2. ITEMS FOR CONSIDERATION 23 A. Consider approval of the minutes of June 8, 2020. 24 25 No comments or corrections. 26 27 Commissioner Linnie McAdams motioned to approve the June 8, 2020 meeting minutes. Motion 28 seconded by Commissioner Angie Stripling. Unanimous vote. Motion carried 7-0-1. 29 AYES (7): Vice-Chair Mary Anderson. Commissioners: Linnie McAdams, Melody Kohout, 30 Angie Stripling, Evan Stone, Kady Finley and Janell Cottam. 31 NAYS (0): None 32 ABSENT (1): Chair Roy Anderson 33 34 35 B. Hold a public hearing and determine whether the presented expenses resulted in a 36 permanent improvement and/or restoration of a local historic landmarked property 37 located at 923 West Oak Street, within the Oak-Hickory Historic District (OHH). The 38 site is located on the south side of West Oak Street, between Denton Street and Welch 39 Street. (HL20-0008, 923 W Oak Street - Tax Exemption, Ron Menguita) 40 41 991 2 Ron Menguita, Principal Planner, presented Item for Consideration 2B. 1 2 Menguita requested the Commission to provide any changes or recommendations for the proposed 3 COA. 4 5 A discussion followed. 6 7 The following individuals spoke on this item: 8 Chris Galanos, 923 W Oak Street, Denton, Texas 76201. 9 10 Commissioner Linnie McAdams motioned to approve Item 2B. Motion seconded by 11 Commissioner Kady Finley. Unanimous vote. Motion carried 7-0-1. 12 AYES (7): Vice-Chair Mary Anderson. Commissioners: Linnie McAdams, Melody Kohout, 13 Angie Stripling, Evan Stone, Kady Finley and Janell Cottam. 14 NAYS (0): None 15 ABSENT (1): Chair Roy Anderson 16 17 18 C. Hold a public hearing and consider an application for a Certificate of Appropriateness 19 (COA), in accordance with Section 2.9.2 of the Denton Development Code, to replace 20 existing porch flooring and steps leading to the porch at 723 West Oak Street, a local 21 historic landmarked property located within the Oak-Hickory Historic District (OHH). 22 The site is located on the south side of Oak Street between Denton Street and Welch 23 Street. (COA20-0010, 723 W Oak Street - Replace Porch Flooring, Ron Menguita) 24 25 Ron Menguita, Principal Planner, presented Item for Consideration 2C. 26 27 Menguita requested the Commission to provide any changes or recommendations for the proposed 28 COA. 29 30 A discussion followed. 31 32 The following individuals spoke on this item: 33 Roger Reikofski, 723 W Oak Street, Denton, Texas 76201. 34 35 Commissioner Evan Stone motioned to deny Item 2C. Motion seconded by Commissioner Angie 36 Stripling. Unanimous vote. Motion carried 7-0-1. 37 38 AYES (7): Vice-Chair Mary Anderson. Commissioners: Linnie McAdams, Melody Kohout, 39 Angie Stripling, Evan Stone, Kady Finley and Janell Cottam. 40 NAYS (0): None 41 ABSENT (1): Chair Roy Anderson 42 43 44 45 992 3 D. Hold a public hearing and consider an application for a Certificate of Appropriateness 1 (COA), in accordance with Section 2.9.2 of the Denton Development Code, to 2 demolish and remove an existing storm shelter at 1035 West Oak Street, a local 3 historic landmarked property located within the Oak-Hickory Historic District (OHH). 4 The site is located on the southeast corner of Oak Street and Welch Street. (COA20-5 0011, 1035 W Oak - Storm Shelter Removal, Ron Menguita) 6 7 Ron Menguita, Principal Planner, presented Item for Consideration 2D. 8 9 Menguita requested the Commission to provide any changes or recommendations for the proposed 10 COA. 11 12 A discussion followed. 13 14 The following individuals spoke on this item: 15 Charles Slaton, 1035 W Oak Street, Denton, Texas 76201. 16 17 Commissioner Janelle Cottam motioned to postpone Item 2D until sufficient background 18 information is obtained as to who has jurisdiction on this property, either state or county. Item 2D 19 will be postponed to the next scheduled Historic Landmark Commission on August 10, 2020. 20 Motion seconded by Commissioner Evan Stone. Unanimous vote. Motion carried 7-0-1. 21 22 AYES (7): Vice-Chair Mary Anderson. Commissioners: Linnie McAdams, Melody Kohout, 23 Angie Stripling, Evan Stone, Kady Finley and Janelle Cottam. 24 NAYS (0): None 25 ABSENT (1): Chair Roy Anderson. 26 27 28 E. Hold a public hearing and consider an application for a Certificate of Appropriateness 29 (COA), in accordance with Section 2.9.2 of the Denton Development Code, to add a 30 balcony access and railing at 607 Pearl Street, a local historic landmarked property 31 located within the Oak-Hickory Historic District (OHH). The site is located on the 32 south side of Pearl Street, between Denton Street and Carroll Boulevard. (COA20-33 0012, 607 Pearl Street - Balcony and Railing, Ron Menguita) 34 35 36 Ron Menguita, Principal Planner, presented Item for Consideration 2E. 37 38 Menguita requested the Commission to provide any changes or recommendations for the proposed 39 COA. 40 41 A discussion followed. 42 43 The following individuals spoke on this item: 44 David McRae, 607 Pearl Street, Denton, Texas 76201. 45 46 993 4 The following individual submitted a virtual comment card: 1 Angie and Billy Matthews, 619 Pearl Street, Denton, Texas 76201. Supports the request. 2 Commissioner Janelle Cottam motioned to postpone Item 2E until sufficient background 3 information is obtained from the Texas Historical Commission. Postponed date is uncertain. 4 Motion seconded by Commissioner Evan Stone. Unanimous vote. Motion carried 7-0-1. 5 6 A discussion followed, Commissioner Janelle Cottam withdrew her motion. 7 8 Commissioner Evan Stone motioned to deny Item 2E. Motion seconded by Commissioner Angie 9 Stripling. Unanimous vote. Motion carried 7-0-1. 10 11 AYES (7): Vice-Chair Mary Anderson. Commissioners: Linnie McAdams, Melody Kohout, 12 Angie Stripling, Evan Stone, Kady Finley and Janelle Cottam. 13 NAYS (0): None 14 ABSENT (1): Chair Roy Anderson. 15 16 17 F. Hold a public hearing and consider an application for a Certificate of Appropriateness, 18 in accordance with Section 2.9.2 of the Denton Development Code, to replace an 19 exterior door and aluminum storefront with a new sliding automatic door with the 20 same aluminum storefront material at City Hall, located at 215 E. McKinney Street 21 within Quakertown Park a designated Texas Historical Marker site. (COA20-0013, 22 215 E. McKinney Street - Exterior Door Replacement, Ron Menguita) 23 24 25 Ron Menguita, Principal Planner, presented Item for Consideration 2F. 26 27 Menguita requested the Commission to provide any changes or recommendations for the proposed 28 COA. 29 30 A discussion followed. 31 32 The following individuals spoke on this item: 33 Robert Cook/ City of Denton - Facilities Management 34 35 Commissioner Linnie McAdams motioned to approve Item 2F with an amendment to maintain a 36 horizontal line, that is the chair rail to match accordingly. Motion seconded by Commissioner Evan 37 Stone. Unanimous vote. Motion carried 7-0-1. 38 39 AYES (7): Vice-Chair Mary Anderson. Commissioners: Linnie McAdams, Melody Kohout, 40 Angie Stripling, Evan Stone, Kady Finley and Janelle Cottam. 41 NAYS (0): None 42 ABSENT (1): Chair Roy Anderson. 43 44 With no other business, the meeting was adjourned at 4:42 p.m. 45 994 5 X Roy Anderson Chair of Historic Landmark Commission X Monica Salcedo Administrative Assistant 1 2 995 996 997 998 EXHIBIT A Legal Description BEING all that certain lot, parcel, or tract of land situated in the Eugene Puchalski Survey, Abstract Number 996, City of Denton, Denton County, Texas, being all that certain tract of land described by Deed to Borck Family Limited Partnership, as recorded under Instrument Number 2007-25542, of the Deed Records of Denton County, Texas (D.R.D.C.T), and being more particular described as follows: BEGINNING at a ½ inch iron rod found for the northwest corner of the herein described tract, same being the northeast corner of a tract of land described by Deed to Walter G. Rishel and Joann P. Rishel, as recorded under Instrument Number 95-0054458, D.R.D.C.T., also being in the south line of West Oak Street; THENCE South 90 degrees 00 minutes 00 seconds East, with the south line of said West Oak Street, a distance of 52.49 feet to a ½ inch iron rod found for corner, same being the northwest corner of a tract of land described by Deed to Timothy W. Snider and Buffy Snider, as recorded under Instrument Number 2005-1213, D.R.D.C.T.; THENCE South 00 degrees 10 minutes 41 seconds West, with the west line of Snider tract, a distance of 167.00 feet to a ½ inch iron rod with yellow cap stamped “Arthur Surveying Company” set for corner, same being the southwest corner of said Snider tract, also being in the north line of a tract of land described by Deed to William H. Munson, as recorded under Instrument Number 2007-23940, D.R.D.C.T.; THENCE North 90 degrees 00 minutes 00 seconds West, passing the northwest corner of said Munson tract, continuing on said course and with the north line of a tract of land described by Deed to Richard David Limpede, as recorded under Instrument Number 2013-24121, D.R.D.C.T for a total distance of 52.84 feet to a fence corner post for corner, same being the northwest corner of said Limpede tract, also being in the east line of said Rishel tract; THENCE North 00 degrees 17 minutes 53 seconds East, with the east line of said Rishel tract, a distance of 167.00 feet to the POINT OF BEGINNING and containing 0.202 acre of land, more or less. 999 DaHL20-0008 923 W Oak Street August 18, 2020 City Council Meeting11000 Location28/18/20•Oak‐Hickory Historic DistrictHL20-0008a1001 Location38/18/20•923 W Oak Street•South side of Oak Street, between Denton Street and Welch StreetHL20-0008a1002 Location48/18/20•923 W Oak Street•Chris and Emilie Galanos•Local Historic Landmark•Ratliff‐ Schultz HouseHL20-0008a1003 Request58/18/20•Application for Historic Landmark Tax Exemption•Section 10‐128 (c) – Partial Tax Exemption of Designated Historic Sites•Reframing and adding New Sheetrock to create a new interior layout for a Second Floor Remodel•Exterior Painting and Plumbing Work•$21,872.00HL20-0008a1004 Background68/18/20•Section 10‐128 (c) of the Municipal Code of OrdinancesAny property which is designated a historic site after the first day of January 2009 may be exempt from realproperty ad valorem taxes levied by the City of Denton to the extent of fifty(50) percent of the assessedvalue of the designated historic site if the property owner demonstrates to city qualifying expenses of tenthousand dollars ($10,000.00) or morefor permanent improvements and/orfor restoration of saidproperty. The qualifying expenses are limited to two (2) years prior to designation as a historic site. Thehistorical landmark commission must determine whether the qualifying expenses result in a permanentimprovement and/or restoration of said property as a condition of receiving the exemption. The exemptionprovided for herein shall apply for a maximum of ten (10) successive years,beginning with the first year theproperty is entitled to the exemption during the specified years and continuingandincludingeachandevery year of the nine (9) successive years thereafter during which the property is a designated historic siteon the first day of January of those nine (9) successive years.HL20-0008a1005 78/18/20HL20-0008a1006 88/18/20HL20-0008a1007 98/18/20HL20-0008a1008 108/18/20•Exterior Paint – House and Garage (Caulk, Scrape and Sand)•Paint Doors and Windows•Re‐piped Water Hot and Cold•Relocate Washer Lines and new Drain for Washer•Installed and Relocated Water HeaterHL20-0008a1009 Recommendation118/18/20Staff recommendsapprovalof the application for a partial tax exemption ofdesignated historic sites for the property located at 923 West Oak Street,inaccordance with Chapter 10, Article VI, Sections 10‐126 through 10‐129 oftheDenton Municipal Code of Ordinances as a designated as a Local Historic Landmarkin need of tax relief.HL20-0008a1010 Questions?128/18/20HL20-0008a1011 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:PDA19-0004b,Version:1 AGENDA CAPTION Hold a public hearing and consider making a recommendation to City Council regarding a request by Forestar Real Estate Group,Inc.for a Concept Plan amendment and Detailed Plan approval to Sections J &K of Planned Development 132,The Preserve at Pecan Creek.The 7.2-acre property is generally located at the southwest corner of Lakeview Boulevard and Edwards Road,in the City of Denton,Denton County,Texas. CONSIDERATION OF THIS ITEM HAS BEEN POSTPONED TO THE SEPTEMBER 1,2020 CITY COUNCIL MEETING. (PDA19-0004, Preserve at Pecan Creek J & K Amendment, Julie Wyatt) City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™1012 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services DCM: Sara Hensley DATE: August 18, 2020 SUBJECT Hold a public hearing and consider making a recommendation to City Council regarding a request by Forestar Real Estate Group, Inc. for a Concept Plan amendment and Detailed Plan approval to Sections J & K of Planned Development 132, The Preserve at Pecan Creek. The 7.2-acre property is generally located at the southwest corner of Lakeview Boulevard and Edwards Road, in the City of Denton, Denton County, Texas. CONSIDERATION OF THIS ITEM HAS BEEN POSTPONED TO THE SEPTEMBER 1, 2020 CITY COUNCIL MEETING. (PDA19-0004, Preserve at Pecan Creek J & K Amendment, Julie Wyatt) BACKGROUND The owner, Forestar Real Estate Group, Inc., is requesting approval of an amended Concept Plan and Detailed Plan for Planned Development 132 (PD-132), The Preserve at Pecan Creek, to facilitate the development of 21 detached single-family dwellings and two open space lots. Due to project delays, the applicant did not maintain the public hearing notice signs as required by Denton Development Code Table 2.2-A. As a result, the public hearing has been postponed to the August 19, 2020 Planning and Zoning Commission meeting and September 1, 2020 City Council meeting. The postponement will not require additional public notification. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action October 18, 1988 City Council Ordinance 88-166 established PD- 132 and the permitted non- residential uses and the Detailed Plan process to develop those uses. Generally, the non-residential uses included General Retail, Neighborhood Service, and Community Facility. Approval August 15, 1989 City Council Ordinance 89-101 amended the Concept Plan to provide a Approval City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1013 conceptual site plan of the land uses, development standards, zoning restrictions, phasing schedule, and utility exhibit November 17, 1998 City Council Amendment to the Concept Plan, providing for conceptual site plan, maximum densities, and number of permitted dwelling units per Section. Approval January 8, 2020 Planning and Zoning Commission Amendment to the Concept Plan and Detailed Plan to permit 23 single-family dwellings Withdrawn from agenda August 5, 2020 Planning and Zoning Commission Amendment to the Concept Plan and Detailed Plan to permit 23 single-family dwellings Postponed for sign posting PUBLIC OUTREACH: One thousand two hundred sixty-nine notices were sent to property owners within 200 feet of the subject property. One thousand five hundred thirty-nine courtesy notices were sent to physical addresses within 500 feet of the subject property. A notice was published in the Denton Record Chronicle on July 19, 2020. A notice was published on the City’s website on July 16, 2020. Three signs were posted on the property on December 19, 2019. However, the applicant removed the signs in January 2020. In order to move forward at the August 19, 2020 meeting, the applicant must install three signs at least 10 days prior to the meeting. 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 Respectfully submitted: Richard Cannone, AICP Deputy Director/Planning Director Prepared by: Julie Wyatt Senior Planner 1014 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:S19-0013a,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 for a Multi-Family Dwelling use on approximately 4 acres of land generally located on the north side of Mingo Road,approximately 150 feet southwest of Boyd Street in the City of Denton,Denton County,Texas;providing for a penalty in the maximum amount of $2,000.00 for violations thereof;providing for severability;and establishing an effective date.The Planning and Zoning Commission voted 6-0 to recommend approval of the request with conditions. (S19-0013a, Mingo Road Apartments, Julie Wyatt) City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™1015 _______________ ___________________ City of Denton City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com AGENDA INFORMATION SHEET DEPARTMENT: Department of Development Services DCM: Sara Hensley DATE: August 18, 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 for a Multi-Family Dwelling use on approximately 4 acres of land generally located on the north side of Mingo Road, approximately 150 feet southwest of Boyd Street in the City of Denton, Denton County, Texas; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing for severability; and establishing an effective date. The Planning and Zoning Commission voted 6-0 to recommend approval of the request with conditions. (S19-0013a, Mingo Road Apartments, Julie Wyatt) BACKGROUND The request is for a Specific Use Permit (SUP) to permit multi-family dwellings on approximately 4 acres of land zoned Residential 7 (R7) District. Per Denton Development Code (DDC) Section 5.2.3, multi-family dwellings require approval of a Specific Use Permit within the R7 District The proposal includes the following: • Overall, the plan includes 48 one-bedroom units and 16 two-bedroom units in three, two-story buildings connected by a looped drive aisle. • The required 101 parking spaces are distributed along the looped drive, which encloses a 13,000 square-foot open area. • The 13,000 square-foot open space creates an internal focus area with preserved trees, including a 29-inch diameter breast high (dbh) Pecan tree, a 36-inch dbh Catalpa, a 24-inch dbh Post Oak, a 36- inch dbh Post Oak, a 21-inch dbh Post Oak, and a 30-inch dbh Post Oak. • The solid waste containers are located 149 feet from the nearest adjacent residential lot. The concept plan, landscape plan and sample building elevations are provided in Exhibits 6,7, and 8 respectively. Previously, an SUP to develop a multi-family use was approved for the subject property (attached S17- 0006a). The prior site plan was reviewed under the 2002 DDC and was generally similar to the current request, including three, two-story buildings, a looped drive aisle, and centrally-located open space. However, the former plan proposed fewer dwelling units with a maximum of 48 two-bedroom units. Pursuant to the 2002 DDC Section 35.6.6, since the property owner did not obtain building permits and commence construction of the multi-family development within 24 months of approval, the SUP expired on February 6, 2020. As a result of the SUP expiration and modification to the number of proposed dwelling units, the property owner is seeking a new SUP approval under the 2019 DDC regulations. 1016 The full Staff Analysis of the request is provided in Exhibit 2. OPTIONS 1. Approve as submitted. 2. Approve subject to conditions. 3. Deny. 4. Postpone consideration. 5. Table item. RECOMMENDATION The Planning and Zoning Commission recommended approval with staff’s recommended conditions plus the following condition (6-0): 1. Speed mitigation signage must be installed at regular intervals along the internal drive aisle. The proposed use meets the criteria for approval and is consistent with the Denton Plan 2030. The proposed multi-family dwellings will provide moderate density housing designed to minimize impacts to nearby single-family homes and create a compatible form within an infill area. Staff recommended approval of the SUP with the following conditions: 1. Landscaping in the attached concept plan reflects an intent to comply with the 2019 Denton Development Code requirements for parking, street trees, minimum landscape and canopy areas, and compatibility buffers. Minor alterations to the depicted locations of individual plantings and final individual plant selections may be approved by City staff, provided that the final landscaping, as planted, complies with the attached site plan in terms of buffer and open space locations, as well as all elements of the 2019 Denton Development Code. 2. The zoning map shall reflect the Specific Use Permit on the property consistent with the 2019 Denton Development Code. 3. Notwithstanding the limited administrative approvals authorized in condition 1, the City reserves the right to require approval by ordinance of any amendments to the SUP, the attached site plan, and the elements described the section above, including those referenced in condition 1. The attached concept plan and sample building elevations provided in Exhibits 6, 7, and 8 specify the following, which will be incorporated as requirements of the SUP ordinance. Staff shall have the ability to approve a reduction in the building coverage, an increase in the landscape area, and a decrease in the number of dwelling units with associated parking by any amount. Staff shall have the ability to approve increases up to, and including, 5% of any of the amounts specified in requirements 1 and 2, provided all applicable requirements of the 2019 Denton Development Code are met. Increases greater than 5% will require a new application and approval by ordinance. 1. 48 one-bedroom units and 16 two-bedroom units in three two-story buildings connected by a looped drive aisle. Each building footprint has a maximum 7,644 square feet. 2. 101 parking spaces evenly distributed along the looped drive 3. Central open area with a minimum of 13,000 square feet 4. The solid waste containers are located 149 feet from the nearest adjacent residential lot. 5. The buildings are designed with pitched roofs, porches, and awnings to correspond to the architectural character of the area. PLANNING AND ZONING COMMISSION On July 22, 2020, the Planning and Zoning Commission held a public hearing for the proposed SUP. At the public hearing, staff presented a land-use analysis of the request with a recommendation of approval with conditions. The applicant presented their proposal, including a discussion regarding the original SUP 1017 submittal. He also cited the site considerations intended to address neighbor’s concerns, including solid waste location, buffers (including protection of nesting birds), and tree preservation. The City received one comment in support of the proposal through the online forum. Additionally, one resident called into the meeting to share concerns related to the buffer and vehicular safety within the proposed development. To address her concerns, she requested the following: first, an 8-foot buffer fence (instead of the proposed 6-foot fence) to protect the privacy of adjacent residents, and second, a traffic barrier along the north driveway curves to prevent high-speed vehicles from leaving the site and entering adjacent properties. The applicant responded that although it is his belief that the buffer trees would provide protection for adjacent property owners, he agreed to install speed limit signs. The Planning and Zoning Commission asked if he would be amenable to an 8-foot buffer fence. He replied that he would prefer to maintain the 6-foot fence, as he felt that the buffer landscaping and increased building setbacks were sufficient to reduce the visual impacts. At the close of the public hearing, a motion was made and seconded to recommend approval of the request with staff conditions plus speed mitigation signage. The motion was approved (6-0). PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action 2002 City Council City-wide rezoning Rezoning from SF-7 District to Neighborhood Residential 3 (NR-3) District February 6, 2018 City Council Rezoning from NR-3 District to Neighborhood Residential Mixed Use-12 (NRMU-12) District Approval February 6, 2018 City Council Specific Use Permit for Multi- Family Dwelling use Approval with Conditions July 22, 2020 Planning and Zoning Commission Specific Use Permit of Multi- Family Dwelling Use Recommend Approval with Conditions PUBLIC OUTREACH: Twenty-six notices were sent to property owners within 200 feet of the subject property. Three hundred thirty 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 of the request. A notice was published in the Denton Record Chronicle on August 1, 2020. A notice was published on the City’s website on August 1, 2020. One sign was posted on the property on July 7, 2020. The applicant held a neighborhood meeting on November 21, 2019. Four residents attended the meeting hosted by the applicant and the applicant’s engineer. The primary concerns included the planting and maintenance of the perimeter buffer, lighting, and drainage. Neighbors also asked about the construction timeline, requesting that construction activities avoid the spring nesting season for birds in the preserved trees. 1018 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. Aerial Map 4. Future Land Use Map 5. Previous SUP Ordinance S17-0006a 6. Concept Plan 7. Landscape Plan 8. Conceptual Architectural Elevations 9. LLC Members List 10. Notification Map and Responses 11. Presentation 12. July 22, 2020 Planning and Zoning Meeting Minutes 13. Draft Ordinance Respectfully submitted: Richard Cannone, AICP Deputy Director/Planning Director Prepared by: Julie Wyatt Senior Planner 1019 Planning Staff Analysis S19-0013/Mingo Road Apartments City Council District #1 REQUEST: The applicant is requesting approval of a Specific Use Permit (SUP) to allow a multi-family dwelling use. STAFF RECOMMENDATION: The proposed use meets the criteria for approval and is consistent with the Denton Plan 2030. The proposed multi-family dwellings will provide moderate density housing designed to minimize impacts to nearby single-family homes and create a compatible form within an infill area. Staff recommends approval of the SUP with the following conditions: 1. Landscaping in the attached concept plan reflects an intent to comply with the 2019 Denton Development Code requirements for parking, street trees, minimum landscape and canopy areas, and compatibility buffers. Minor alterations to the depicted locations of individual plantings and final individual plant selections may be approved by City staff, provided that the final landscaping, as planted, complies with the attached site plan in terms of buffer and open space locations, as well as all elements of the 2019 Denton Development Code. 2. The zoning map shall reflect the Specific Use Permit on the property consistent with the 2019 Denton Development Code. 3. Notwithstanding the limited administrative approvals authorized in condition 1, the City reserves the right to require approval by ordinance of any amendments to the SUP, the attached site plan, and the elements described the section above, including those referenced in condition 1. The attached concept plan and sample building elevations provided in Exhibits 6, 7, and 8 specify the following, which will be incorporated as requirements of the SUP ordinance. Staff shall have the ability to approve a reduction in the building coverage, an increase in the landscape area, and a decrease in the number of dwelling units with associated parking by any amount. Staff shall have the ability to approve increases up to, and including, 5% of any of the amounts specified in requirements 1 and 2, provided all applicable requirements of the 2019 Denton Development Code are met. Increases greater than 5% will require a new application and approval by ordinance. 1. 48 one-bedroom units and 16 two-bedroom units in three two-story buildings connected by a looped drive aisle. Each building footprint has a maximum 7,644 square feet. 2. 101 parking spaces evenly distributed along the looped drive 3. Central open area with a minimum of 13,000 square feet 4. The solid waste containers are located 149 feet from the nearest adjacent residential lot. 5. The buildings are designed with pitched roofs, porches, and awnings to correspond to the architectural character of the area. SITE DATA: The subject property is a 4-acre tract located on the north side of Mingo Road, approximately 150 feet southwest of Boyd Street. It is developed with a residential use and includes approximately 425 feet of frontage on Mingo Road with no direct connectivity to adjacent residential properties. Per the Mobility Plan, Mingo Road is classified as a Secondary Arterial, which is intended to serve as a major route through and between different areas of the City. Typically, Secondary Arterial roadways require 110 feet of right of way and are designed with two travel lanes in each direction separated by a median. Five-foot wide sidewalks with 10-foot parkways are required within the 1020 right-of-way. Since Mingo Road is not built to the Secondary Arterial standards, right-of-way dedication and perimeter street improvements may be required at platting and development. Transit is available nearby via Denton County Transportation Authority’s (DCTA) Denton Connect Route 4. SURROUNDING ZONING AND USES: Northwest: Zoning: R7 District Use: Multi-Family North: Zoning: R3 District Use: Single-Family Northeast: Zoning: R3 District Use: Single-Family West: Zoning: R7 District Use: Multi-Family SUBJECT PROPERTY East: Zoning: R3 District Use: Single-Family Southwest: Zoning: Public Facilities (PF) Use: Undeveloped South: Zoning: R7 District Use: Single-Family Southeast: Zoning: R4 District Use: Single-Family 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 SUP 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 Specific Use Permit requests. 2. Prior Approvals On February 6, 2018, an SUP for a multi-family development (48 two-bedroom units) was approved (S17-0006a). The SUP approval expired on February 6, 2020; therefore, the applicant is requesting a new SUP with some changes to the original to conform to the 2019 Denton Development Code and to modify the unit mix and totals. 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. 1021 The proposal is consistent with the Denton Plan 2030 Future Land Use designation for the property. The Neighborhood/University Compatibility Area is intended to encourage the development of additional housing to accommodate increases in university enrollment, provided that the development scale and architecture is compatible with the surrounding character. As proposed, the development is a residential use with a maximum height of two stories, which is consistent in use and scale with the surrounding area. While the proposed density of 16 dwelling units per acre is higher than the adjacent neighborhood to the north and east (about 3.3 dwelling units per acre), the location of the site provides a transition between the low densities to the east and the more intense development surrounding TWU. 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. The review associated with an SUP submittal typically requires a detailed Planning analysis of the proposal to ensure conformance with the development standards specific to the zoning district and multi-family development, including bulk and dimensions, parking, landscaping, and site design. Planning also assesses the surrounding uses, development patterns, and neighborhood character to determine general compatibility of the use and specific design elements which could increase the compatibility. Other departments (Engineering, Solid Waste, Denton Municipal Electric, and Fire) review the proposal for conceptual conformance with the design standards for public facilities and safety. However, a more detailed analysis will be required with subsequent submittals. 5. Compliance with Other Applicable Regulations The site plan and landscape plan indicate that the proposal complies with all provisions of the 2019 DDC. At the time of platting and civil engineering the development will be required to comply with the City’s criteria manuals for roadway, utility, and drainage improvements. 6. Consistent with Interlocal and Development Agreements There are no interlocal or development agreements for the subject site. 7. Minimizes Adverse Environmental Impacts The site does not contain any Environmentally Sensitive Areas, and as a residential use, adverse environmental impacts are not anticipated. 1022 8. Minimizes Adverse Impacts on surrounding Property Due to the proposed moderate density (16 dwelling units per acre) and the arrangement of buildings, open space, and parking areas on the site, the use is not anticipated to have an adverse impact on the surrounding area. The two-story apartment buildings will be set back from abutting single-family residential uses, increasing the separation between the proposed use and neighboring properties. Proposed large open areas will maintain a development scale consistent with the adjacent age-limited multi-family development. 9. Minimizes Adverse Fiscal Impacts This proposal is not expected to have an adverse fiscal impact. Any infrastructure improvements needed to serve this site will be the responsibility of the developer. Compliance with Utility, Service, and Improvement Standards This proposed SUP 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. The details of these improvements will be reviewed during the platting and civil engineering phase—at that time the plans will be reviewed to ensure compliance with all applicable standards. However, the following analysis provides more detail regarding the public facilities that will be required to support the development. Water and Wastewater The following is a breakdown of the anticipated water demand for 64 multi-family dwellings: Maximum Demand gallons per day (gpd) Current Zoning Proposal (64 MF units) Water R7 28,800 gpd Wastewater R7 27,360 gpd Source: 2018 COD Water & Wastewater Criteria Manual, based upon an avg daily demand per capita of 180 gallons per day Public water and wastewater services are available to the site, there is capacity within the system to serve the proposal, and no extensions of public utilities will be required to support the development. Water and wastewater tap and impact fees will be based upon the intensity of the development and are required to be paid during permitting. 11. Provides Adequate Road Systems According to the applicant’s analysis (using Institute of Transportation Engineers Trip Generation Manual – 10th Edition), the proposed development of 64 dwelling units would generate 468 trips during a 24-hour weekday. Morning peak hour traffic would generate 36 trips and evening peak hour would generate 43 trips. Based upon the traffic generated, a Traffic Impact Analysis will not be required. The proposal would not provide direct vehicular access to the adjacent residential neighborhoods, rather, all traffic will enter and exit the site from Mingo Road, a Secondary Arterial. Currently, Mingo Road is not constructed to the Secondary Arterial standards and there are no capital improvement projects expected for Mingo Road within the next five years; however, according to the City’s Transportation Engineering Division, the roadway can accommodate the additional trips. 1023 Roadway impact fees will be required to be paid at the time of development. They are determined using a proportionality calculation based on the number of dwelling units and projected vehicle trips and used to make roadway system improvements related to the Mobility Plan. 12. Provides Adequate Public Services and Facilities The following is an analysis of other public services and facilities necessary to serve the proposal. Pedestrian Facilities There is an existing section of 5-foot sidewalk on the property west of the subject property along Mingo Road, and the developer will be required to extend this sidewalk along the property frontage. Extension of this sidewalk will provide an improved pathway to the nearby DCTA transit stop. Sidewalks are also proposed internal to the site, connecting the public sidewalk to buildings and parking areas. Parks The southwest corner of the subject property is located approximately 4,960 linear feet from Quakertown Park, almost a mile. This distance does meet the Park’s goal of a 10- Minute Walk to a Park due to the distance and the lack of pedestrian facilities along Mingo Road. As the Parks and Recreation Department works to update their master plan, they are exploring options to achieve the goal, including additional park facilities and partnerships with Denton Independent School District to fill in the gaps. Additionally, in order to provide for adequate parks, all residential developments must provide the following: • Dedicated park land or fees paid in lieu of dedication. Dedication fees are assessed prior to the filing of the plat and at based upon a formula that follows the standard of two and one-half acres of park land per one thousand population. The estimated park dedication for the proposed development is 0.288 acres. • Park development fee. A park development fee of $187.00 for each multi- family dwelling is required with every building permit. The total for the proposed development is $11,968. Schools Per the Denton Independent School District’s student generation formula, the proposal would generate approximately 8 elementary students, 3 middle school students, and 4 high school students. The proposed development is located within the attendance zone of Hodge Elementary School, Calhoun Middle School, and Denton High School. Nearest Fire Station The subject property is approximately 1.3 miles from Fire Station #1 (332 E. Hickory), within an eight minute or less response time boundary. 13. Rational Phasing Plan There is no phasing plan for this development. Section 2.5.2.D of the DDC states that an application for a SUP may be approved based on whether: 1024 a. The specific use proposed is compatible with the surrounding area. The proposed use is situated between established residential neighborhoods and an existing age-limited multi-family development on an infill lot. Although the proposed multi-family development’s density is higher than the surrounding single- family neighborhoods, the use is compatible with the adjacent residential uses and is appropriate in this location, given the site’s access to a Secondary Arterial, proximity to TWU, and nearby available transit. Due to the site’s configuration and surrounding development, no direct access will be provided between the subject property and the adjacent residential neighborhoods, limiting the potential traffic impacts those neighborhoods. Instead, access to the site will be taken from Mingo Road, a Secondary Arterial. DDC requirements for parking lot orientation, lighting, and screening will facilitate compatibility with the existing residential uses, and the proposed development must meet City requirements for tree preservation, tree canopy, buffers, parking lot landscaping, and street tree planting. Additional site design considerations will further increase compatibility, including increased open and recreation space, maximum two-story height for all buildings, and increased side yard setbacks for buildings adjacent to single-family residential uses. The building designs include pitched roofs, porches, and awnings to remain consistent with the architectural character of the surrounding area. b. The specific use proposed has minimal impacts on future development in the area. The land surrounding the subject site is developed with single-family and age- restricted multi-family. While the proposed use will increase the intensity of the site, as a residential use, it is not anticipated to introduce activities inconsistent with the character of the surrounding areas. Therefore, minimum impact on future development or redevelopment is anticipated. c. The specific use proposed meets all other standards of the DDC and all other applicable city codes. The proposed multi-family use 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 site’s location near TWU, an existing arterial, and a DCTA Denton Connect Route provide transportation options, and required perimeter street improvements will contribute to the completion of sidewalks along Mingo Road. Currently, few sidewalks are available along Mingo Road; however, as property along Mingo Road develops or roadway improvements are contemplated, additional sidewalks will be constructed, eventually completing the network. Design considerations proposed within the development will provide additional mitigation for potential impacts: • The parking areas are distributed along a looped driveway, minimizing the visual impacts of large, uninterrupted parking surfaces. • Parking spaces are oriented so that headlights will minimally shine onto adjacent properties. 1025 • The solid waste containers are screened with enclosures and located 149 feet from the nearest single-family residential lot. This proposed separation will mitigate the impact of noise and odors on the adjacent neighborhood. e. The use is in conformance with the Comprehensive Plan and any other adopted plans. The proposal is consistent with the Future Land Use designation and the goals of the Denton Plan 2030. The Neighborhood/University Compatibility Area is intended to encourage the development of additional housing to accommodate increases in university enrollment, provided that the development scale and architecture is compatible with the surrounding character. The Denton Plan 2030 also supports the development of infill properties as a strategy to provide a variety of housing types and compact development that is compatible in scale and intensity with nearby neighborhoods. As a moderate-density multi-family development, the proposal will provide necessary housing within the TWU area. Additionally, site design considerations, such as maximum two-story buildings, increased setbacks, and large open spaces, will increase compatibility with the nearby single-family neighborhoods. 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. 1026 PALMWOOD WAYNEMINGO CHEROKEE GLENWOODMULKEYINCA N EV A D A SHAWNEEU N IV E R S IT Y CREEK SEMINOLE CHOCTAW PERTAINRUDDELLT Y LE R PIN OAKAUTUMN OAKRED OAK WILLIS SNYDERLATTIMOREKAYEWOODBOYDNOLEN REDWOODMOZINGOS19-0013Site 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 propertyof the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed 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: 11/13/2019 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 1027 LowResidential Government /Institutional Commercial Neighborhood/ UniversityCompatibility Area ModerateResidential PALMWOOD WAYNE M IN G O CHEROKEE GLENWOODMULKEYINCANE VAD A SHAWNEEU N IV E R S IT Y CREEK SEMINOLE CHOCTAW PERTAINRUDDELLT Y LE R PIN OAKAUTUMN OAKRED OAK WILLIS SNYDERLATTIMOREKAYEWOODBOYDNOLENREDWOOD MOZINGOS19-0013Future 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 propertyof the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed 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 Moderate Residential Community Mixed Use Neighborhood / University Compatibility Area Commercial Government / Institutional µ Date: 11/13/2019 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 1028 S:\I,egaltC7ur I3actameretstC)rdinances\18 S17-OG06.docx 1 . '...... 1 ', I , .. '. !. R . l .. . :. . .. 1 1 . ,. . * i . ' . .. . , : .... 1 , ,,.. , , ,. 1 : l . 1 r .. # ; •:: • • .. •: • .' ' .. :f` # ' : # . .. r " ' •: • ' . '. +: r ! # ! ` . '• ' ' •; # ••' • ' f' t F .. • . " ! I' * . . f . • • • • ' ' ' *'.'• '!' #' • ' w T ' # # •' • R ' * i : i ' ' *' " • . ' ' . ' • ' . ' r • • '!' • ,• ' ! # . .' w f # #' " ` i, " ' *'. t • 1 f WHEREAS, the City Council has determined that it will be beneficial to Denton and its citizens to grant the SUP; that such grant will nat be detrimental to the public welfare, safety, or health; and that the SUP should be granted; NOW THEREFORE, SECTTON 1. The findings and recitations contained in the preamble of this ordinance are incorparated herein by reference and found to be true. SBCTION 2. The SUP to allow a multi-family use on the Property is hereby approved, subject to the follawing canditions: 1. A full site plan submittal shall be required to ensure each phase of the development camplies with the requirements of the Denton Development Code in terms of site 1029 design, landscaping, parking, and building design as pravided in DDC 35.6.3 and is generally consistent with the Concept Plan provided in Exhibit . 2. The Site Plan shall substantially camply with the Concept Plan, specifically with regard to the following items: a. The setbacks from adjaining single family residences shall nat be reduced beyond what is shown. b. The dumpster location shall nat be claser ta single family residences. c. Preserve Pratected Trees and those trees shown on the concept plan.. W W li) ,, Failure to Comply. Except as otherwise stated above, all terms of the SUP shall be camplied with prior to issuance of a Certificate af Occupancy. Failure to camply with any term or condition of the Ordinance will result in the SUP being declared null and vaid and af no force and effect. The SUP is issued ta the entity named above and is assignable and transferable. SECTION 4. wSUP Regulations. Upon notice to the property owner and a hearing before the City Council, a SUP may be revoked or modified if: 1. There is one or more of the conditions imposed by this Ordinance that has nat been met or has been violated on the Praperty; ar 2. The SUP was obtained or extended by fraud or deception; or 3. As otherwise permitted by law and/or Dentan's Zaning Ordinance. SECTION 5. Unlawful use. It shall be unlawful for any persan, firm, entity, or carporation ta make use of the above-referenced Property in some manner ather than as autharized by the Denton Code of Ordinances and this Ordinance. 1,,"""1""4 i , Severability. If any provision of this ordinance or the application thereof to any person ar circumstance is held invalid by any court, such invalidity shall affect the validity of the provisions or applications, and to this end the provisians of this ordinance are severable. C(;)1 '. Penalty. Any persan, firm, entity or carporation vialating any pravisian af this ardinance shall, upon canviction, be fined a sum nat exceeding $2,000.00 far each violatian. Each day that a pravision af this ardinance is violated shall constitute a separate and distinct affense. The penal provisians imposed under this Ordinance shall not preclude Dentan from filing suit to enjain the violatian and it retains all legal rights and remedies available to it under local, state and federal law. SECTION 8. Effective Date. This ardinance shall become effective fourteen (14) days fram the date af 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 af Denton, Texas, within ten (10} days af the date af its passage. PASSED AND APPROVED this the day of " , m 2018„ 1030 i 4" YORIfl. WATTS, r ATTEST: JENNIFER WALTERS, CITY SECRETARY G.4:" .°'TO LEGAL FORM: LEAL, CITY ATTORNEY BY:'. , " 1031 Exhibit A Legal Description and Location Map ExxrsrT A f Being all that certain tract a[ land siivated in the J.D. Liliy survey, Abstract Nnmber 762, City of Denton, benton Caunty, Texas and being all of a cailed 3.999 aere tract of land described in the deed Christine Elaine Peek to Dou las Erie Peck as recorded in Doeument Number 00-R0099b31 0( the Real Prope rty Records of said Coanty; trie subject tract being more particulariy descri6ed. as follows: BEGINMNG at a capped iran rod stamped "KERN" %und in the Narth line of lblingo Road for the Sauthwest corner of said Peck tract; Thence North 00 degrees 19 minutes 00 seeonds West with t}e West Ii ne thereo' and part of the way wzth the East line of Lot 1& Lot Z, Block A af Bluffview Villas, an addition to said City aecording ta the Plat thereof recorded in Cabinet U, Page 517 of t}e Plat Records of said County along and nexr a fence a distance of 642.15 feet to a'/Z" iron rod foux d fvr the Northwest corner of said Peck tract and being the Southwest orner of Lnt ], Block I4 of Re ised Sequaia Par'k Subd visian, at additioo to said City according to the Plat thereof recorded in Volume 413, i'age 408, Deed Records of said ounty; Thence North 88 degrees 26 minutes 03 seconds East with s$id cornmon tine along and near a fenee a distance of 338.74 feet ta a 5l$" iron rod found for the Northeast corner of said Peck tract and the West Northwest corner of .ot 7, Block 14 af saed Sequoia Park; Thence Snuth 00 degrees 15 minutes 23 seconds East with said eomman line along and near a fence a distance of 394.08 feet to a capped iron rod stamped "KERN" found in the Nocth line of said road for thc Sauthwest c4rner of Y.ot 11, Blocic 14 of said Sequaia Park and the Southeast corner of said Peck tract at the beginning of a curve to the left having a radius af 3100.0 feet and a chord bearing and distance of South 53 degrees 36 minutes 16 seconds West, 225.34 feet; Thence with said camnnon line an rc distance of 225.39 feet to a capped iron rod stamped KFRN" found; Then ce South SI degrees 30 r niuutes 30 seconds West a distance of 198.59 feet to the PLACE Ok' BEGiNN7NC and enclosiag 4.00 acres of land more or less. 1032 1033 Exhibit B 1034 nb„rs, _. , ,, 4 w r _ 3. 6 W a p b , .. p . a., ,,, Y4 S i yb rz ..._ d' Ifftd fIN tilx ..... rI A IP F. i r ,!, ' ` . r - ir n 4 I . 1 ;' Y `anuni,ri Y ... ..8 1;,,, ..' p . H n. '" r yr 7 ° k a mr: iC '',.. _ ... . . .. .,... __ . .....__. ._. , ...... _ ,. w . ... .. . ......... ... .r .__ .__. ,_.. ca IFORTE PROPERTIES BITE LAYOUT E%HIBIT y.,, " MINGO ROAD APARTMENTS Y ' CITYOFDENTON,OENTONCOUNTY,TF.%A8 a t i. SITE L4YOUT EXHIBIT u im -..... ..... dp w' r m p ..., fI d ".' +" '' , . . i I ":.r I f " M / i'D I' ... .... W m ,p p y' * . ' '" , Yru, I qn 1 YYW,r, , d'ry 'h +af n '.m,; JC• Np', } I , W,+ ti ,N ^" . ..p ...... r ;^, u' ' y 0 v f ,+ ' , + , r .1 s°;I '/ .. N - . . .... d11 11:_ 91 I G 1_1_ i I , m, , -- r.e" w r:,,,. w'" ^, . . ; , r p r i i "x d m , r r, i 1 S 'IF`;s I * I f W I I r l ° r , i m ' i s p ' w a` ro r„ ( w ap.; _ B_ I. , r' ,.,, «uv x,r a•trrr° h _. . _ . ....,. .. ._, .... u ,, a,. a M eq.aa ,", ( , y W ',-' _ mk P y .CwA . JR i'b l ` v;'. w ° I E G ; ' : a n, , a Q a u p TM a ' r w a, pp - ,. W 4! u w I WI I ' , /h `, A — d u 1 ' ' x ", I i r-^^"" . gp . r k W nu r ,,., , NOla l ll , ' so 1r"I i"I"hR T"N N. m,, rorz, a, v n w<a , . ^ a 1035 OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU MING O R O A D VAR I A B L E W I D T H R I G H T - O F - W A Y TEX A S & P A C I F I C R A I L R O A D CAL L E D T O B E 1 0 0' R I G H T - O F - W A Y AS S H O W N I N C A B. L, P G. 1 5 0, P. R. D. C. T.(NO R E C O R D F O U N D)BOYD STREET50' RIGHT-OF-WAYVOL. 413, PG. 408P.R.D.C.T.SEMINOLE AVENUE 50' RIGHT-OF-WAY VOL. 413, PG. 408 P.R.D.C.T. OU OU OU OUOUOUOUOUOUOU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OUOUOUOUOUOUOUOUOUOUOUOUOUOUOU OU ASPH A L T P A V E M E N T 0 4020 80 SCALE: 1"=40'CONCEPT PLANA LKA NSW Job: DLH1901Nathanael WolfTuesday, July 14, 2020 12:27:33 PMTuesday, July 14, 2020 12:27:17 PMAllison.ctbP:\Projects\DLH1901 - FLA Mingo Road MF\DWG\Concept\Concept Plan.dwgSHEET Checked by: Drawn by:Plotted By:Plot Date:Save Date:Plot Style Table:File Name:info@ae-grp.comTexas Board ofProfessional EngineersRegistration Number: F-78982415 N. ELM STREET DENTON, TEXAS 76201Phone (940) 380-9453FAX (940) 380-9431DLH INVESTMENTSS.U.P. S19-0013 PREPARED: 01/31/2020MINGO ROAD APARTMENTSLOT 1 BLOCK 14.001 ACRES SITUATED IN THE J.D. LILLY SURVEY, ABSTRACT NO. 762LOT AREA: 174,290 SF EXISTING ZONING: R7CITY OF DENTON, DENTON COUNTY, TEXAS07/ 1 4/ 2 0 2 0 REGISTERED PROFESSIONAL ENGINEER NO. 120886 LAWRENCE A. HOLDORF OU OU OU OU 1036 OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU MING O R O A D VAR I A B L E W I D T H R I G H T - O F - W A Y TEX A S & P A C I F I C R A I L R O A D CAL L E D T O B E 1 0 0' R I G H T - O F - W A Y AS S H O W N I N C A B. L, P G. 1 5 0, P. R. D. C. T.(NO R E C O R D F O U N D)BOYD STREET50' RIGHT-OF-WAYVOL. 413, PG. 408P.R.D.C.T.SEMINOLE AVENUE 50' RIGHT-OF-WAY VOL. 413, PG. 408 P.R.D.C.T. OU OU OU OUOUOUOUOUOUOU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OU OUOUOUOUOUOUOUOUOUOUOUOUOUOUOU OU ASPH A L T P A V E M E N T 0 4020 80 SCALE: 1"=40'LANDSCAPE PLAND LKA NSW Job: DLH1901Nathanael WolfTuesday, July 14, 2020 4:06:37 PMTuesday, July 14, 2020 12:34:48 PMAllison.ctbP:\Projects\DLH1901 - FLA Mingo Road MF\DWG\Concept\Concept Plan.dwgSHEET Checked by: Drawn by:Plotted By:Plot Date:Save Date:Plot Style Table:File Name:info@ae-grp.comTexas Board ofProfessional EngineersRegistration Number: F-78982415 N. ELM STREET DENTON, TEXAS 76201Phone (940) 380-9453FAX (940) 380-9431DLH INVESTMENTSS.U.P. S19-0013 PREPARED: 01/31/2020MINGO ROAD APARTMENTSLOT 1 BLOCK 14.001 ACRES SITUATED IN THE J.D. LILLY SURVEY, ABSTRACT NO. 762LOT AREA: 174,290 SF EXISTING ZONING: R7CITY OF DENTON, DENTON COUNTY, TEXAS07/ 1 4/ 2 0 2 0 REGISTERED PROFESSIONAL ENGINEER NO. 120886 LAWRENCE A. HOLDORF 1037 1038 1039 1040 1041 PALMWOOD WAYNEMINGO CHEROKEE GLENWOODMULKEYINCA N EV A D A SHAWNEEU N IV E R S IT Y CREEK SEMINOLE CHOCTAW PERTAINRUDDELLT Y LE R PIN OAKAUTUMN OAKRED OAK WILLIS SNYDERLATTIMOREKAYEWOODBOYDNOLEN REDWOODMOZINGOS19-0013Notification 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 propertyof the City of Denton and have been made available to the public based on the Public Information Act. The City of Denton makes every effort to produce and publish the most current and accurate information possible. No warranties, expressed 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: 11/13/2019 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 1042 1043 1044 Da S19-0013a Mingo Road Apartments 1 August 18, 2020 City Council Meeting 1 1045 Request & Site Data Specific Use Permit (SUP) to permit multi- family dwellings Approximately 4 acres R7 District Previous SUP approved for the site; expired in February 2020 8/18/2020 File ID: S19-0013a 2 1046 2017 Site Plan 8/18/2020 3File ID: S19-0013a Three, two-story buildings •48 two-bedroom units Parking along looped drive aisle •84 spaces •Oriented to minimize lights on adjacent properties Solid waste •149 feet from residential lots Vehicular access to Mingo only 1047 Site Plan 8/18/2020 4File ID: S19-0013a Similar to previous SUP approval, except parking and unit mix Three, two-story buildings •48 one-bedroom •16 two-bedroom •Set back 44 feet from east property line Parking along looped drive aisle •101 spaces •Oriented to minimize lights on adjacent properties Solid waste •149 feet from residential lots Vehicular access to Mingo only 1048 Landscape Plan 8/18/2020 5File ID: S19-0013a 13,000 square-foot central open area with tree preservation: •36” Post Oak •29” Pecan •30” Post Oak Buffers: •Wood fence •3 ornamental trees every 25 feet •Tree preservation Landscaping at the ROW: •Berm •Hedge •Street trees 1049 Concept Elevations 8/18/2020 File ID: S19-0013a Pitched roofs, porches, and awnings to remain consistent with the architectural character of the surrounding area 6 1050 Surrounding Development Single-family residential Age-restricted multi-family Sequoia Park (<.25 mile walking distance) Secondary Arterial 8/18/2020 File ID: S19-0013a 7 1051 General Approval Criteria for All Applications, Section 2.4.5E File ID: S19-0013a8/18/2020 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 Environmental Impacts 8.Minimizes Adverse Impacts on surrounding Property 9.Minimizes Adverse Fiscal Impacts 10.Compliance with Utility, Service, and Improvement Standards 11.Provides Adequate Road Systems 12.Provides Adequate Public Services and Facilities 13.Rational Phasing Plan 1052 SUP Criteria for Approval (Sec 2.7.2.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 this 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. 8/18/2020 File ID: S19-0013a 9 1053 Compatibility with surrounding area 8/18/2020 File ID: S19-0013a 10 ✓As a residential use, it is not anticipated to introduce activities inconsistent with the character of the surrounding areas ✓Maximum two-story buildings, increased setbacks, and large open space increase compatibility with the nearby single-family neighborhoods ✓No direct vehicular access to adjacent neighborhoods ✓Parking lot orientation minimizes visual impacts ✓Buffers reduce potential noise, light File ID: CA19-0001 10 1054 Denton Plan 2030 Site is designated Neighborhood/University Compatibility Area ✓Intended to encourage additional housing to accommodate increases in university enrollment, provided that the development scale and architecture is compatible with the surrounding character ✓Use is consistent with FLUM + provides transition ✓Site elements increase compatibility (limited height, setbacks, access) ✓Infill site 8/18/2020 11File ID: S19-0013a 1055 Impacts related to access, traffic, emergency services, utilities, parking, refuse, noise, glare, and odor have been mitigated 8/18/2020 12 ✓Transportation •Traffic: 64 dwelling units generates 468 trips during a 24-hour weekday. Morning peak hour traffic generates 36 trips and evening peak generates 43 trips •Transit: Located near DCTA Denton Connect stop •Pedestrian: Development requires construction of sidewalk to connect to 5-foot sidewalk to the west. Extension will provide an improved pathway to the nearby DCTA transit stop File ID: S19-0013a 1056 8/18/2020 File ID: S19-0013a 13 ✓Water and Wastewater Public water and wastewater services are available to the site, there is capacity within the system to serve the proposal, and no extensions of public utilities will be required to support the development. Tap and impact fees will be based upon the intensity of the development and are required to be paid during permitting ✓Emergency Services Fire Station #1 is 1.3 miles from the site ✓Parking + refuse •Parking areas distributed along looped driveway, minimizing the visual impacts •Oriented so that headlights will minimally shine onto adjacent properties •Solid waste containers are screened, located 149 feet from the nearest single-family residential lot. Impacts related to access, traffic, emergency services, utilities, parking, refuse, noise, glare, and odor have been mitigated 1057 Public Outreach •Newspaper Ad: August 1, 2020 •Property Posted: July 7, 2020 •Mailed Notices: 200 ft. Public Notices mailed: 26 500 ft. Courtesy Notices mailed: 330 •Responses: In Opposition: 0 In Favor: 2 (one written, one through online forum) Neutral: 0 8/18/2020 File ID: S19-0013a 14 1058 8/18/2020 File ID: S19-0013a 15 Recommendation The Planning and Zoning Commission recommended approval with staff’s recommended conditions plus the following condition (6-0): 1.Speed mitigation signage must be installed at regular intervals along the internal drive aisle. Staff recommended approval of the SUP with the following conditions: 1.Landscaping in the attached concept plan reflects an intent to comply with the 2019 Denton Development Code requirements for parking, street trees, minimum landscape and canopy areas, and compatibility buffers. Minor alterations to the depicted locations of individual plantings and final individual plant selections may be approved by City staff, provided that the final landscaping, as planted, complies with the attached site plan in terms of buffer and open space locations, as well as all elements of the 2019 Denton Development Code. 2.The zoning map shall reflect the Specific Use Permit on the property consistent with the 2019 Denton Development Code. 3.Notwithstanding the limited administrative approvals authorized in condition 1, the City reserves the right to require approval by ordinance of any amendments to the SUP, the attached site plan, and the elements described the section above, including those referenced in condition 1. 1059 8/18/2020 File ID: S19-0013a 16 Recommendation The attached concept plan and sample building elevations specify the following, which will be incorporated as requirements of the SUP ordinance. Staff shall have the ability to approve a reduction in the building coverage, an increase in the landscape area, and a decrease in the number of dwelling units with associated parking by any amount. Staff shall have the ability to approve increases up to, and including, 5% of any of the amounts specified in requirements 1 and 2, provided all applicable requirements of the 2019 Denton Development Code are met. Increases greater than 5% will require a new application and approval by ordinance. 1.48 one-bedroom units and 16 two-bedroom units in three two-story buildings connected by a looped drive aisle. Each building footprint has a maximum 7,644 square feet. 2.101 parking spaces evenly distributed along the looped drive 3.Central open area with a minimum of 13,000 square feet 4.The solid waste containers are located 149 feet from the nearest adjacent residential lot. 5.The buildings are designed with pitched roofs, porches, and awnings to correspond to the architectural character of the area. 1060 1 MINUTES 1 PLANNING AND ZONING 2 July 22, 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, July 22, 2020, at 5:00 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 Jason Cole. 11 12 ABSENT: Commissioner Mat Pruneda 13 14 STAFF: Richard Cannone, Cynthia Kirchoff, Julie Wyatt, Selena Dillard, and Cathy 15 Welborn. 16 On the phone: Hayley Zagurski, Ron Menguita, and Christi Upton. 17 18 Note: Chair Andrew Rozell, Vice Chair Margie Ellis and Commissioners Ronnie Anderson, 19 Brian Beck, Jason Cole, Mat Pruneda, and Tim Smith participated in the Planning and 20 Zoning meeting via video/teleconference. 21 22 WORK SESSION 23 24 Chair Andrew Rozell opened the Work Session at 5:00 p.m. 25 26 Chari Rozell stated for the record that Commissioner Mat Pruneda was absent. 27 28 1. Work Session Reports 29 30 A. Receive a report and hold a discussion on platting regulations within the City of Denton, 31 including the purpose, types, criteria for approval, and the effect of HB 3167 (commonly 32 known as the "Shot Clock"). (Julie Wyatt) 33 34 Julie Wyatt presented the platting regulations report to the commission. 35 36 A discussion followed regarding voting procedure. 37 38 Chair Rozell closed the work session at 5:43 pm to a closed meeting. 39 40 Chair Rozell opened the work session at 6:05 pm. 41 42 2. Citizen Comments on Consent Agenda Items 43 44 No comments. 45 46 3. Clarification of agenda items listed on the agenda for this meeting 47 1061 2 1 The Commissioners had no changes to the July 8, 2020 minutes. 2 3 Commissioner Beck requested clarification of development on top of capped gas wells regarding 4 item 3A. Richard Cannone, Deputy Director of Development Services, noted that a work session 5 item would be presented in the future to the commission. 6 7 Commissioner Beck asked if the developer of item 3B could complete what is required within a 8 30-day period. Hayley Zagurski, Senior Planner, confirmed that the August 19th date is achievable 9 by the developer. 10 11 Chair Rozell noted that staff had requested item 4A be postponed to the August 5, 2020 meeting, 12 a presentation would not be given. 13 14 Julie Wyatt, Senior Planner, presented Item 4B. Commissioner Beck asked if Sequoia park 15 fulfilled the park access criteria. Julie Wyatt confirmed that per staff analysis it does. 16 17 Commissioner Tim Smith asked if there were any change in recommendations from when the SUP 18 was previously approved. Julie Wyatt noted the conditions that differed from the previous SUP. 19 20 Commissioner Beck had concerns regarding pedestrian and vehicular access along Mingo Road. 21 Julie Wyatt stated that there were no planned improvements, although improvements would be 22 added as developments increase. 23 24 Chair Rozell asked what mandates 2 points of emergency access on the site. Julie Wyatt noted that 25 the development would only be required to have 2 points of entry if it were to exceed 200 units 26 per fire code. 27 28 Chair Rozell closed the Work Session at 6:31p.m. 29 30 1. CLOSED MEETING 31 A. PZ20-153 Consultation with Attorneys - Under Texas Government Code Section 551.071. Consult with the City’s attorneys and discuss legal issues, including deadlines, limitations, local permit vesting, and other legal constraints relating to approval and denial of plats, local permits, site plans and development plans; where discussion of these legal matters in an open meeting would conflict with the duty of the City’s attorneys to the City of Denton, the Denton Planning & Zoning Commission, 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 the event of a legal dispute. 32 33 REGULAR MEETING 34 35 Chair Andrew Rozell opened the Regular Meeting at 6:41 p.m. 36 1062 3 Chari Rozell stated for the record that Commissioner Mat Pruneda was absent. 1 2 The Planning and Zoning Commission convened in a Regular Meeting on Wednesday, July 22, 3 2020 at 6:30 p.m. in the Council Work Session Room at City Hall, 215 E. McKinney at which 4 time the following items were considered: 5 6 7 PRESENT: Chair Andrew Rozell. Commissioners: Margie Ellis, Tim Smith, Ronnie 8 Anderson, Brian Beck, and Jason Cole. 9 10 ABSENT: Commissioner Mat Pruneda 11 12 STAFF: Richard Cannone, Cynthia Kirchoff, Julie Wyatt, Selena Dillard, and Cathy 13 Welborn. 14 On the phone: Hayley Zagurski, Ron Menguita, and Christi Upton. 15 16 1. PLEDGE OF ALLEGIANCE 17 A. U.S. Flag 18 B. Texas Flag 19 20 21 2. CONSIDER APPROVAL OF THE PLANNING AND ZONING COMMISSION MINUTES 22 FOR: 23 A. Consider the approval of the July 8, 2020 meeting minutes. 24 25 Commissioner Margie Ellis motioned to approve the July 8, 2020 meeting minutes. Motion 26 seconded by Commissioner Tim Smith. Motion approved (6-0) 27 28 A YES (6): Chair Andrew Rozell. Commissioners: Margie Ellis, Tim Smith, Jason Cole, Brian 29 Beck, and Ronnie Anderson. 30 NAYS (0): None. 31 RECUSED (0): None. 32 ABSENT (1): Commissioner Mat Pruneda 33 ABSTAINED (0): None. 34 35 3. ITEMS FOR INDIVIDUAL CONSIDERATION 36 37 A. PP20-0015 Consider a request by Brock A. Pfister of Kimley-Horn and Associates, Inc., 38 on behalf of Michael H. Drury, for approval of a Preliminary Plat of the Drury Tract 39 Addition. The approximately 22.8025-acre site is generally located on the east side of 40 Highland Park Road, approximately 750 feet south of Willowwood Street, in the City of 41 Denton, Denton County, Texas. Staff is recommending denial of this request; however, the 42 applicant has requested a 30-day extension to the August 19, 2020 Planning and Zoning 43 Commission meeting. (PP20-0015, Forestar Rayzor Phase 1A Drury Tract, Ron Menguita). 44 45 1063 4 Commissioner Smith motioned to approve the 30-day extension to a date certain of August 19, 1 2020. Motion seconded by Commissioner Jason Cole. Motion approved (6-0). 2 3 A YES (6): Chair Andrew Rozell. Commissioners: Margie Ellis, Tim Smith, Jason Cole, Brian 4 Beck, and Ronnie Anderson. 5 NAYS (0): None. 6 RECUSED (0): None. 7 ABSENT (1): Commissioner Mat Pruneda 8 ABSTAINED (0): None. 9 10 Chair Rozell stated that two (2) people had submitted an online comment form. There was two (2) 11 opposed and none in support. 12 13 B. FR20-0007 Consider a Final Replat of Lots 1-R1 & 1-R2, Block A, McDonnell Highlands Phase One Addition; being a replat of Lot 1, Block A, McDonnell Highlands Phase One Addition. The approximately 3.241-acre property is generally located on the south side of E. McKinney Street and west of the intersection of Glenngary Way in the City of Denton, Denton County, Texas. Staff recommends denial of this request; however, the applicant has requested an extension to August 19, 2020. (FR20-0007, E. McKinney Street Retail Development, Hayley Zagurski) 14 Commissioner Smith motioned to approve the 30-day extension to a date certain of August 19, 15 2020. Motion seconded by Commissioner Cole. Motion approved (6-0) 16 17 A YES (6): Chair Andrew Rozell. Commissioners: Margie Ellis, Tim Smith, Jason Cole, Brian 18 Beck, and Ronnie Anderson. 19 NAYS (0): None. 20 RECUSED (0): None. 21 ABSENT (1): Commissioner Mat Pruneda 22 ABSTAINED (0): None. 23 24 25 4. PUBLIC HEARINGS 26 27 A. AESA20-0003a Hold a public hearing and consider making a recommendation to City 28 Council regarding a request by Kimley-Horn Engineering representing Forestar (USA) 29 Real Estate Group, Inc. for an Alternate Environmentally Sensitive Area Plan for 30 approximately 213.9 acres located on the north side of Rose Lawn Drive, and the west 31 side of railroad tracks in the City of Denton, Denton County, Texas. STAFF HAS 32 REQUESTED TO POSTPONE THIS ITEM TO AUGUST 5, 2020. (AESA20-0003, 33 Forestar Rayzor, Christi Upton). 34 35 Chair Rozell opened the Public Hearing 36 37 Commissioner Smith motioned to postpone the item to a date certain of August 5, 2020. Motion 38 seconded by Commissioner Ronnie Anderson. Motion approved (6-0). 39 1064 5 1 A YES (6): Chair Andrew Rozell. Commissioners: Brian Beck, Margie Ellis, Tim Smith, Jason 2 Cole, and Ronnie Anderson. 3 NAYS (0): Commissioners: 4 RECUSED (0): None. 5 ABSENT (1): Commissioner Mat Pruneda 6 ABSTAINED (0): None. 7 8 B. S19-0013 Hold a public hearing and consider a making a recommendation to City 9 Council regarding a request by DLH Investments LLC for a Specific Use Permit to allow 10 a multi-family dwelling use. The 4-acre property is generally located on the north side of 11 Mingo Road, approximately 150 feet southwest of Boyd Street in the City of Denton, 12 Denton County, Texas. (S19-0013, Mingo Road Apartments, Julie Wyatt) 13 14 Chair Rozell opened the public hearing. 15 16 Julie Wyatt, Senior Planner, presented Public Hearing Item 4B. A discussion followed. 17 18 The following individuals spoke on this item: 19 Lawrence Holdorf, Allison Engineering, on behalf of the applicant. 20 Katie Magee, 1510 Seminole Avenue, Denton, Texas 76209 21 22 Chair Rozell stated that one (1) person had submitted an online comment form in support of the 23 item. 24 25 Chair Rozell closed the public hearing. 26 27 Commissioner Smith motioned for approval given staff recommendation with an addition of 28 signage for speed mitigation. Motion seconded by Commissioner Anderson. Motion approved 29 (6-0). 30 31 A YES (6): Chair Andrew Rozell. Commissioners: Margie Ellis, Tim Smith, Jason Cole, Brian 32 Beck, and Ronnie Anderson. 33 NAYS (0): None. 34 RECUSED (0): None. 35 ABSENT (1): Commissioner Mat Pruneda 36 ABSTAINED (0): None. 37 38 5. PLANNING & ZONING COMMISSION PROJECT MATRIX 39 40 A. Hold a discussion regarding the Planning and Zoning Commission project matrix. 41 42 Richard Cannone, Deputy Director of Development Services, provided an update to the matrix. 43 An item will be added regarding voting policy and procedure. Commissioner Beck asked that an 44 item be added to the matrix regarding development over capped gas wells. 45 46 1065 6 Chair Rozell closed Regular Meeting at 7:26 p.m. 1 2 1066 1067 1068 1069 1070 City of Denton Legislation Text City Hall 215 E. McKinney St. Denton, Texas 76201 www.cityofdenton.com File #:AESA20-0003c,Version:1 AGENDA CAPTION Hold a public hearing and consider adoption of an ordinance of the City of Denton,Texas regarding an Alternative Environmentally Sensitive Area Plan for approximately 213.9-acres of land generally located north of the 3500-3600 block of Roselawn Drive and the east side of the Kansas City Southern Railroad tracks in the City of Denton,Denton County,Texas;adopting an amendment to the City’s official Environmentally Sensitive Areas map;providing for a penalty in the maximum amount of $2,000.00 for violations thereof;providing a severability clause and an effective date. (AESA20-0003, Forestar Rayzor, Christi Upton). City of Denton Printed on 8/14/2020Page 1 of 1 powered by Legistar™1071 City of Denton _____________________________________________________________________________________ AGENDA INFORMATION SHEET DEPARTMENT: Environmental Services CM/ DCM/ ACM: Antonio Puente DATE: August 18, 2020 SUBJECT Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas regarding an Alternative Environmentally Sensitive Area Plan for approximately 213.9-acres of land generally located north of the 3500-3600 block of Roselawn Drive and the east side of the Kansas City Southern Railroad tracks in the City of Denton, Denton County, Texas; adopting an amendment to the City’s official Environmentally Sensitive Areas map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. (AESA20-0003, Forestar Rayzor, Christi Upton). BACKGROUND The applicant, Kimley-Horn Engineering, representing Rayzor Investments, Ltd., has requested an Alternative Environmentally Sensitive Areas Plan (AESA) to allow for the placement of four stormwater channels within Water-Related Habitat and Riparian Buffer Environmentally Sensitive Areas (ESAs) that would support residential development. ESAs are shown in the Environmentally Sensitive Areas Map, attached as Exhibit 5. A preliminary plat (PP19-0019) was approved on February 5, 2020 and contains 710 single family lots with approximately 64.23 acres of open space. The preliminary plat and this AESA are subject to all applicable regulations in effect as of the submittal of PP19-0019 in August 2019, including the amendments to the ESA regulations approved in 2017 (Ordinance No. DCA17-0011d). Updates to the Tree Protection requirements, adopted in March of 2019, do not apply as the effective date for the updated requirements was October 1, 2019. Denton designates and provides regulations that limit land-disturbing activities to protect water quality, provide habitat, provide critical wildlife corridors, and other ecological services that are offered by ESAs. Areas identified on the official ESA map are assessed as part of the development process. If a property owner wishes to disturb an ESA, approval of an AESA Plan must first be obtained. A more detailed explanation of the ESAs found on the subject property as well as a full Staff Analysis of the requested AESA Plan are provided in Exhibit 2. OPTIONS 1. Recommend Approval 2. Recommend Approval subject to conditions. 3. Recommend Denial 4. Postpone item. City Hall 215 E. McKinney Street Denton, Texas www.cityofdenton.com 1072 RECOMMENDATION The Planning and Zoning Commission recommends approval of the request with staff’s conditions (6 – 0). 1. Land disturbance within the Water-Related Habitat is limited to 0.39 acres and land disturbances within the Riparian Buffer ESA is limited to 0.24 acres for the installation of storm water drainage infrastructure. 2. The applicant will consider the preservation of heritage or quality trees in finalizing the location of the storm water infrastructure. The applicant will provide the metes and bounds of the final location of each storm water infrastructure with the first annual report. 3. Revegetation of disturbed areas and privet removal areas will include an application of native seed mix and a minimum of eleven (11) large trees, twenty (20) small trees, thirteen (13) large shrubs, and twenty-eight (28) medium shrubs. The species of plants shall be limited to those listed in Table 1 of the Alternative ESA Plan. 4. Plants established as a part of the proposed revegetation plan are to be seeded and maintained by the current property owner/developer for a period of three (3) years following installation of each storm drainage channel. Any plants that are removed, destroyed, or die within that three (3) year period are required to be replaced by the current property owner/developer to achieve a minimum 90% survival rate. 5. Following the installation and inspection of the revegetation, the property owner shall submit an annual report to the Environmental Services Director during the first three (3) years describing the cumulative mitigation work performed and the survivability of the plantings for staff review and inspection. PRIOR ACTION/REVIEW (Council, Boards, Commissions) Date Council, Board, Commission Request Action February 5, 2002 City Council Site rezoned from Agricultural (A) to Neighborhood Residential 4 (NR-4) in citywide rezoning. Approved April 23, 2019 City Council Zoning Transition Chart Approved transitioning site from NR-4 to R4 zoning district. Approved February 5, 2020 Planning and Zoning Commission Preliminary Plat (PP19-0019) Approved August 5, 2020 Planning and Zoning Commission Public Hearing to make a recommendation for AESA20-0003 Recommend Approval with conditions 6-0 PUBLIC OUTREACH: 64 notices were sent to property owners within 200 feet of the subject property. As of the writing of this report, staff has received 9 responses. 134 courtesy notices were sent to physical addresses within 500 feet of the subject property. A notice was published in the Denton Record Chronicle on July 4, 2020. A notice was published on the City’s website on July 4, 2020. 1073 Seven signs were posted on the property on July 6, 2020. A neighborhood meeting was held on July 14, 2020. A summary of community participation and input has been provided in Exhibit 11. 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. Environmentally Sensitive Areas Map 6. Rayzor Forestar AESA Restoration Plan 7. Project Narrative 8. Approved Preliminary Plat 9. ESA Field Assessments 10. Notification Map and Response 11. Community Participation Report 12. Ordinance 13. Staff Presentation Respectfully submitted: Deborah Viera Assistant Director of Environmental Services Prepared by: Christi Upton Environmental Compliance Coordinator 1074 Environmental Services Report AESA20-0003/Forestar Rayzor City Council District #4 REQUEST: Hold a public hearing and consider adoption of an ordinance of the City of Denton, Texas regarding an Alternative Environmentally Sensitive Area Plan for approximately 213.9-acres of land generally located north of the 3500-3600 block of Roselawn Drive and the east side of the Kansas City Southern Railroad tracks in the City of Denton, Denton County, Texas; adopting an amendment to the City’s official Environmentally Sensitive Areas map; providing for a penalty in the maximum amount of $2,000.00 for violations thereof; providing a severability clause and an effective date. (AESA20-0003, Forestar Rayzor, Christi Upton). SITE INFORMATION: The applicant, Kimley-Horn Engineering, representing Rayzor Investments, Ltd., has requested an Alternative Environmentally Sensitive Areas Plan (AESA) to allow for the placement of four stormwater drainage channels within Water-Related Habitat and Riparian Buffer Environmentally Sensitive Areas (ESAs) that would support residential development. ESAs are shown in the Environmentally Sensitive Areas Map, attached as Exhibit 5. A preliminary plat (PP19-0019) was reviewed under the 2002 Denton Development Code standards and approved on February 5, 2020 and contains 710 single family lots with approximately 64.23 acres of open space. Within the City of Denton certain areas with ecological value are designated as ESAs. These areas are subject to regulations that limit land-disturbing activities to protect water quality, provide habitat, and provide critical wildlife corridors. The four types of ESAs are: • Undeveloped Floodplain ESA – This designation limits land disturbances within the boundary of the 1% chance (100-year) FEMA floodplain that remains in an undeveloped state. • Riparian Buffer ESA– This designation restricts land disturbances within either 50 or 100 feet of the centerline of the stream, depending on the size of the basin draining to the waterway. • Water-Related Habitat – This designation restricts land disturbances within the boundaries of areas identified as meeting the criteria of a wetland or of a bottomland hardwood forest. • Cross Timbers Upland Habitat – This designation limits habitat removal within the boundaries of areas identified as meeting the criteria of a Cross Timbers forest to 50% of the forest acreage for proposed residential development. Areas identified on the official ESA map are assessed as part of the development process. An ESA field assessment (ESA19-0028) confirmed the presence of a Riparian Buffer ESA associated with a tributary of Hickory Creek that crosses near the center of the subject property from north to south. Bottomland hardwood forests are interspersed within the floodplain of the stream. The 1% chance (100-year) floodplain defines the Undeveloped Floodplain ESA boundary along the southern third of the stream. Also interspersed within the floodplain and to the east of the stream is 30.1 acres of Cross Timbers Upland Habitat. Approval of an AESA Plan must first be obtained if a property owner wishes to deviate from protection requirements of an ESA. Approval of an AESA Plan requires two public hearings, the first at the Planning and Zoning Commission for a recommendation and the second at the City Council for ultimate approval. 1075 Figure 1: Environmentally Sensitive Areas located on the Forestar Rayzor property APPLICABLE REGULATIONS: The preliminary plat and this AESA are subject to all applicable regulations in effect as of the submittal of PP19-0019, which occurred on August 19, 2019. The set of regulations at that time included the 2002 Denton Development Code. Applicable amendments include an update to the ESA protection requirements (Ordinance No. DCA17-0011d). Updates to the Tree Protection requirements, adopted in March of 2019, do not apply as the effective date for the updated requirements was October 1, 2019. Pursuant to DDC Section 35.17.7.B.h. and Section 35.17.8.A.8. the applicant is permitted to disturb portions of the ESAs for the purpose of constructing roadways identified on the city Mobility Plan as long as the disturbed areas are restored to minimize erosion and promote the recovery of the ESA. As of the writing of this report the applicant has provided a set of civil engineering plans that includes the construction of Parvin Road. Included in the plan are standards for minimizing erosion and promoting the recovery of the ESA. The southern-most of the storm water drainage channels that are the subject of this Alternative ESA Plan will cause for 2,900 square feet (0.07 acres) of land disturbance in the Undeveloped Floodplain ESA that overlaps with Riparian Buffer ESA and Water-Related Habitat. Pursuant to DDC Section 35.17.B.1.c., the disturbance of Undeveloped Floodplain is a permitted activity for the placement of this infrastructure as long as the disturbed area is restored to minimize erosion and promote the recovery of the ESA. The mitigation activities offered as a part of this AESA would achieve this goal. In accordance with DDC Section 35.17.9.A.1. the applicant has demonstrated that 50% (15.1 acres) of the Cross Timbers Upland Habitat will be preserved (PP19-0019). The remaining habitat is contiguous with forested areas adjacent to the stream, maximizing habitat transitions and wildlife corridors. 1076 AESA PROPOSAL: For the purpose of constructing four storm water drainage channels that will support the proposed residential development the applicant is proposing to disturb 0.63 acres of ESAs –0.39 acres within Water-Related Habitat and 0.24 acres within the Riparian Buffer ESA. Land disturbance would include the storm water drainage channel and a ten (10)-foot construction buffer. The applicant has proposed the following multiple strategies to replace and improve existing habitat conditions: • Revegetate graded stormwater drainage channels with a minimum of eleven (11) large trees, twenty (20) small trees, thirteen (13) large shrubs, and twenty-eight (28) medium shrubs. A native vegetation seed mix appropriate for drainfields and that would promote the recovery of the disturbed ESAs would be applied to disturbed soils. • A ten (10)-foot buffer outside of land disturbances would receive a targeted habitat improvement by selectively removing Chinese privet, an invasive and noxious shrub. This area will be re-vegetated with a native seed mix that would promote native vegetation recovery. 1077 Figure 2: proposed AESA re-vegetation plan CONSIDERATIONS: Section 35.17.11 of the DDC outlines the criteria for approval of an Alternative ESA Plan. These criteria are as follows: Criteria for Approval Applicable to Project Strategy to Meet Criteria Mitigation goals are obtained by creating, expanding, and/or improving environmentally sensitive areas. Yes The applicant proposes to remove the invasive species, Chinese Privet, from within the impact area and for an additional 10-foot buffer beyond the limits of the impact area. Removal of these species could allow existing and replanted native species a better opportunity to grow without competition. The applicant proposes to revegetate the area cleared of the invasive species with native species such as Cedar Elms, Pecans, Redbuds, Mexican Plums, American Beautyberry, and Deciduous Hollys. A combination of Riparian Restoration Seed mix and a Drainfield Mix will also be seeded throughout the disturbed areas to provide a protective ground cover and establish additional understory strata. Mitigation goals are obtained by preserving environmentally sensitive areas above the minimum requirements, exchanges between different types of ESAs, installing pollution prevention controls, and/or implementing best management practices or any other approaches that result in the improvement of the environment being impacted. Yes Once revegetated, the resulting area would continue to provide native habitat while also aiding in stormwater management for the residential development. All four types of protected ESAs would be interconnected maximizing habitat transitions and wildlife corridors. 1078 Areas offered as mitigation are linked to existing or planned open space or conserved areas to provide an overall open space system. Yes The disturbances and resulting revegetation areas are proposed within a larger lot that will be preserved as open space. Lot layout has been designed to promote a large open space maximizing wildlife corridors between different types of ESAs. Development is arranged for maximizing access and utilization of the environmentally sensitive areas by citizens. Yes The plan layout is such that ESAs and open spaces have adjacency to public rights-of-way, providing easy access for citizens to enjoy the natural habitat. The Alternative ESA Plan shall demonstrate that the developer’s alternative proposal results in a high-quality development meeting the intent of the standards in the DDC. Yes The Alternative ESA Plan will yield a greater percentage of tree preservation, will improve the existing ESA by promoting the removal of the non- native invasive species, Chinese Privet, within the impact areas, and proposes to re-vegetate the impacted areas with native trees, shrubs, and grasses. These measures provide a high-quality development meeting the intent of the DDC. RECOMMENDATION: The Planning and Zoning Commission recommends approval of this request (6 – 0) with the following conditions: 1. Land disturbance within the Water-Related Habitat is limited to 0.39 acres and land disturbances within the Riparian Buffer ESA is limited to 0.24 acres for the installation of storm water drainage infrastructure. 2. The applicant will consider the preservation of heritage or quality trees in finalizing the location of the storm water infrastructure. The applicant will provide the metes and bounds of the final location of each storm water infrastructure with the first annual report. 3. Revegetation of disturbed areas and privet removal areas will include an application of native seed mix and a minimum of eleven (11) large trees, twenty (20) small trees, thirteen (13) large shrubs, and twenty-eight (28) medium shrubs. The species of plants shall be limited to those listed in Table 1 of the Alternative ESA Plan. 4. Plants established as a part of the proposed revegetation plan are to be seeded and maintained by the current property owner/developer for a period of three (3) years following installation of each storm drainage channel. Any plants that are removed, destroyed, or die within that three (3) year period are required to be replaced by the current property owner/developer to achieve a minimum 90% survival rate. 5. Following the installation and inspection of the revegetation, the property owner shall submit an annual report to the Environmental Services Director during the first three (3) years describing the cumulative mitigation work performed and the survivability of the plantings for staff review and inspection. 1079 ELMFORTWORTHMAPLE MCCORMICKSONOMA I-35E EAGLE AIRPORT VINTAGE I-35ESERVICERD LOCUSTCARROL L COLLINS GREENLEEWELCH DAUGHERTYBERNARD LAUREL AVE AW INTERCREEKHIDDENMEADOWSBONNIE BRAESHAGBARKGLASGOWMILL PARVIN NAPAV ALLEYBELMONTKENDOLPHSTONECROP COUNTRY CLUBSKARABRAE AVE DRHONEDALLAS NORAAVE BBELLW Y E I 35 WHIGHLANDPARKBUCKTHORN OAKWOOD WILLOWWOOD HORNBEAM BENTCREEK CENTRALVILLAGE LINDSEY WILSHIRE KNIGHTJOHNSONMARGIE RICH HOBSON INMAN NI-35ERamp PEAKBEATTYGOLF S I-35ERamp R E GENCYDONELLAACME DOTSONAVE CRUTHMYRTLE MASSEYIOOF MERLOTBROWNBROTHERS I-35W Ramp NEFFMISSION P RIV A T E DANIELCLEVELAND MEADOWSOLAR JACQUELINEMERCEDESWESTWOODCENTREPLACEGOO D S O N SMITH METRO LESLIEJASMINECAMELLIAAZALEACOLLIERI-35WServiceHIGHVIEWJAMESI-35SERVI CE RDSAM BASSROSELAWN CORBIN COUNTRY VIEW ROLLINGHILLSFUTUREBONNIEBRAEAESA20-0003Site Location Map 0 1,000 2,000500 Feet 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: 7/10/2020 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 1080 ELMNORTH TEXASFORTWORTHMAPLE MCCORMICKI-35E EAGLE AIRPORT VINTAGE I-35ESERVICERD LOCUSTCARROL L COLLINS DAUGHERTYBERNARDAVE AW INTERCREEKBONNIE BRAEMARKSHAGBARKGLASGOWMILL PARVIN NAPA VALLEYBELMONTFANNIN KENDOLPHSTONECROP COUNTRY CLUBSKARABRAE AVE DRHONEDALLAS NORAAVE BBELLW Y E A LSACEI 35 WHIGHLANDPARKWISTERIABUCKTHORN WILLOWWOOD HORNBEAM BENTCREEK LINDSEYKNIGHT JOHNSONMARGIE RICH HOBSON INMAN NI-35ERamp PEAKGOLF S I-35ERamp R E GENCYDONELLAACME DOTSONAVE CRUTHMYRTLE MASSEYIOOF MERLOTBROWNBROTHERS I-35W Ramp NEFFNORMANMISSION PRIVATEDANIEL MEADOWSOLAR JACQUELINEMERCEDESWESTWOODGO O D S O N SMITH METRO LESLIEJASMINECAMELLIAAZALEACOLLIERI-35WServiceHIGHVIEWJAMESI-35SERVI CE RDSAM BASSROSELAWN CORBIN COUNTRY VIEW ROLLINGHILLS LI (S) HC (S)MN (S) R7 R2 (S) PD SC (S) R4 R3 R6 PF (S) GO (S)R4 (S) MR MN HC PD-PF PD-R4 GO LI R6(S) PF HI SC R2 PD-R6 PD-MN AESA20-0003Current Zoning Map 0 1,000 2,000500 Feet 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: 6/11/2020 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 Corridor SC - Suburban Corridor GO - General Office LI - Light Industrial HI - Heavy Industrial PF - Public Facilities PD - Planned Development MPC OVERLAY 1081 Source: Esri, Maxar, GeoEye, Earthstar Geographics, CNES/Airbus DS, USDA,USGS, AeroGRID, IGN, and the GIS User Community Legend Riparian Buffer ESACross Timbers Upland HabitatWater Related HabitatUndeveloped Floodplain ESA AESA20-0003Environmentally Sensitive Areas 1082 Rayzor Forestar Alternative Environmentally Sensitive Area (AESA) Report (AESA20-0003) May 2020 For compliance with: City of Denton Environmentally Sensitive Areas Assessment (ESA19-0028) City of Denton Preliminary Plat (PP19-0019) Prepared by: Kimley-Horn and Associates Inc. 13455 Noel Road, Two Galleria Tower, Suite 700 Dallas, Texas 75240 Prepared for: Forestar Group 2221 E. Lamar Blvd., Suite 790 Arlington, Texas 76006 1083 __________________________________________________________________________________________________________________ Forestar Rayzor 1 AESA Report May 2020 Table of Contents Introduction and Authority/Purpose and Need for Action .......................................................................... 2 Description of Overall Development ..................................................................................................... 2 Existing Site Description ....................................................................................................................... 2 Riparian Buffer ESA.......................................................................................................................... 2 Water Related Habitat ESA............................................................................................................... 2 Undeveloped Floodplain ESA ........................................................................................................... 3 Purpose of AESA ................................................................................................................................. 3 Notification and Review ........................................................................................................................... 3 Affected Environment and Summary of Impacts ....................................................................................... 3 Mitigation Activities .................................................................................................................................. 4 Proposed Revegetation ........................................................................................................................ 5 Erosion Control .................................................................................................................................... 6 Compliance with Authorities ..................................................................................................................... 7 Annual Reporting ..................................................................................................................................... 7 Summary ................................................................................................................................................. 7 Annual Reporting Contacts ...................................................................................................................... 8 Figures Figure 1 – Vicinity Map Figure 2 – Onsite ESAs Map Figure 3 – ESA Proposed Impacts Map Appendices Appendix 1 – Approximate Landscape Plan and Examples of Proposed Vegetation Appendix 2 – Proposed Erosion Control Plan 1084 __________________________________________________________________________________________________________________ Forestar Rayzor 2 AESA Report May 2020 Introduction and Authority/Purpose and Need for Action Kimley-Horn and Associates was retained by Forestar for Civil Engineering and Environmental Services for the Forestar Rayzor project. This Alternative Environmentally Sensitive Area (AESA) Report is being submitted to the City of Denton under the Denton Development Code (DDC) Subchapter 35.3.4.5* request approval for impacts to Environmentally Sensitive Areas (ESA). This AESA Report proposes mitigation measures for the impacts required to construct functioning stormwater control structures for the proposed single-family residential neighborhood. *The Preliminary Plat was approved under the 2002 DDC, therefore the AESA is subject to the same code. Description of Overall Development The proposed Forestar Rayzor project is approximately 214-acres in size located north of Roselawn Drive and east of the Kansas City Southern Railroad in the City of Denton, Denton County, Texas (Figure 1). The southern extent of Kendolph Drive intersects the northern boundary of the site. The proposed project includes the construction of a single-family residential development including access roads and associated utilities and infrastructure. The current zoning for this tract is NR-4 which allows a density of 4 to 12 units per acre. The proposed development is for approximately 710 total units equivalent to a density of 3.30 units per acre, which is less than what is allowed by zoning. Existing Site Description The project consists of primarily forests and open fields. Kimley-Horn Environmental staff conducted a site visit to the project area on November 28, 2018 and August 9, 2019 to confirm environmentally sensitive areas (ESA) mapped by the City of Denton and to identify aquatic features that would likely be determined to be regulated (jurisdictional) by the U.S. Army Corps of Engineers (Corps). It was determined that there were two likely jurisdictional streams on the property. In association with the two jurisdictional streams, a 50-foot Riparian Buffer ESA was identified on either side of each stream channel. Upland Habitat, Water Related Habitat, and Undeveloped FEMA Floodplain ESAs were also identified within the study area. The onsite streams and ESAs identified during the site reconnaissance and the previous City mapped ESAs are shown in the previous ESA Assessment, ESA19-0028. The ESAs addressed in this restoration plan are as follows: Riparian Buffer ESA Two likely jurisdictional streams were identified within the study area. The first stream, labeled as S1 on Figure 2, is an intermittent stream flowing south for approximately 3,620-linear feet from the northeastern boundary to the southern boundary of the study area. The second stream, labeled as S2, is an ephemeral stream branching off the western side of the intermittent stream and flowing for approximately 210-linear feet before converging back into the first stream. The Riparian Buffer ESA surrounding the intermittent stream was previously mapped by the City of Denton which generally encompassed the ephemeral stream as well. Kimley-Horn re-mapped the Riparian Buffer based on the delineation of S1 and S2. The updated Riparian Buffer ESAs are shown in Figure 2. The shapefiles associated with the Stream Buffer ESA were provided to City staff on September 3, 2019 and have been uploaded to the City’s GIS. Water Related Habitat ESA Water Related Habitat ESA was identified along portions of the intermittent stream in the form of bottomland hardwood forests as defined by the City of Denton. Water Related Habitat ESA was previously mapped by the City of Denton along the southern portion of S2; however, Kimley-Horn 1085 __________________________________________________________________________________________________________________ Forestar Rayzor 3 AESA Report May 2020 identified the habitat along the northern portion as well. The updated Water Related Habitat ESAs are shown in Figure 2. The shapefiles associated to the Water Related Habitat ESA were provided to City staff on September 3, 2019 and have been uploaded to the City’s GIS. Undeveloped Floodplain ESA Undeveloped Floodplain ESA was mapped along the southern portion of the intermittent stream, intersecting both Riparian Buffer and Water Related Habitat ESAs. The Floodplain ESA is associated to FEMA 100-year floodplain Zone AE and the associated shapefiles were provided to City staff on September 3, 2019 and have been uploaded to the City’s GIS. Purpose of AESA The purpose of the Alternative Environmentally Sensitive Area Report is to propose mitigation for the impacts to the Riparian Buffer and Water Related Habitat ESAs caused by the construction of four storm water drainage channels. No additional impacts, beyond what is permitted in the DDC, are proposed to the Upland Habitat ESA as a part of this report. The proposed structures would consist of excavating a channel that will direct storm water from an outfall, located outside of the ESAs, to the adjacent stream channel. Consolidating the stormwater into the respective channels will limit the erosion caused by increased overland flow from the residential development. Grading required for the construction would be limited to approximately 10,500-square feet (0.24-acres) within the Riparian Buffer, 17,000-square feet (0.39-acres) in the Water Related Habitat, and approximately 2,900-square feet (0.07-acres) in the Undeveloped Floodplain for a total of 30,400-square feet (0.70-acres) of impacts within the ESAs and is the minimum necessary for the channel construction. Figure 3 shows the proposed impacts to both ESAs. Impacts are also proposed to the Riparian Buffer and Water Related Habitat ESA with the extension of Parvin Street across S1 and improvements to the existing Roselawn Drive. Both Parvin Street and Roselawn are identified on the City Mobility Plan; therefore, per the DDC the roadway improvements are a permitted activity within the ESAs and do not require an approved AESA plan. Plans to restore the area to minimize erosion and promote recovery of the ESA have been provided in the Erosion Control Plan within the Civil Engineering Plans. The roadway crossing and improvements will be covered under a Corps Nationwide Permit 14 (Linear Transportation Projects) under a non-notifying scenario. Additional Project information is available from City of Denton Case Number ESA19-0028 and PP19-0019 within ProjectDox. The preliminary plat was approved by the City of Denton on February 5, 2020. Notification and Review This AESA Report explaining the mitigation measures for impacts to ESAs will be provided to the City of Denton for formal notification of the activity and review of the proposed restoration activity. The drainage channels and related construction activities will remain outside of the ordinary high water mark* (OHWM) of the jurisdictional streams; therefore, permitting through the Corps is not required for the outfall structures. * Under the Clean Water Act, the OHWM defines the lateral limits of federal jurisdiction for non-tidal waters of the U.S. Affected Environment and Summary of Impacts Figure 2 shows the Riparian Buffer, Water Related Habitat, and Undeveloped Floodplain ESAs associated with jurisdictional streams identified by Kimley-Horn environmental staff during the site reconnaissance. The main intermittent stream channel, S1, flows south from the northeast boundary of the Site to the 1086 __________________________________________________________________________________________________________________ Forestar Rayzor 4 AESA Report May 2020 southern boundary of the Site. A second, ephemeral stream branches off the main channel before re- converging further south. The 50-foot Riparian Buffer ESA associated with the ephemeral stream overlaps that of the intermittent stream channel, forming only one polygon representing the ESA. The Riparian Buffer covers approximately 8.4-acres of the study area. The Water Related Habitat ESA extends outside of the Riparian Buffer and covers approximately 8.7-acres. The Undeveloped Floodplain ESA covers approximately 6.0-acres of the study area. The Riparian Buffer and Water Related ESAs overlap in multiple locations along the stream channel, while the Floodplain ESA is only located along the southern portion of the stream channel. The project is proposing to construct four stormwater drainage channels within the onsite Riparian Buffer and Water Related Habitat ESAs. One of the drainage channels also intersects the Undeveloped Floodplain ESA. The drainage channels will consist of grading a pathway from a storm water outfall to the adjacent stream channel to prevent erosion from increased overland flow. The location and size of these channels have been determined by evaluating the natural topography as well as proposed grading using the Modified Rational Method per the City of Denton requirements. All vegetation within the path of the channels will be removed during the initial construction; however, the impacts will be limited to the minimum extent necessary to construct a functional drainage pathway. The proposed impacts from the construction of the drainage channels are limited to 0.24-acres in the Riparian Buffer ESA, 0.39-acres of Water Related Habitat, and 0.07-acres of Undeveloped Floodplain ESA for a total of 0.70-acres of impacts within the study area. Invasive species consisting primarily of invasive Chinese privet (Ligustrum sinense), will be removed from an additional 10-feet of understory measured from each side of the impact areas and replaced with native shrubs. The total impacts are shown on Figure 3. The vegetation within the proposed Riparian Buffer impact areas, shown in Figure 3, includes a combination of both native and invasive species. Dominant tree species included black willow (Salix nigra), Osage orange (Maclura pomifera), hackberry (Celtis laevigata), mesquite (Prosopis glandulosa), and northern catalpa (Catalpa speciosa). A majority of the understory consisted of Chinese privet. Chinese privet was the dominant understory species within the Riparian Buffer ESA, exhibiting upwards of 30 to 50 percent cover in portions of the ESA. Herbaceous cover along the upper bank of the streams included rough cocklebur (Xanthium strmarium), dog fennel (Eupatrium capillifolium), and giant ragweed (Ambrosia trifida). The vegetation within the proposed Water Related Habitat impact areas, shown in Figure 3, includes a dominance of American elm (Ulmus americana), black willow, and green ash (Fraxinus pennsylvanica) in the northern portion of the Water Related Habitat and a dominance of pecan (Carya illinoinensis), hackberry (Celtis laevigata), cedar elm (Ulmus crassifolia), and Osage orange (Maclura pomifera) in the southern portion of the ESA. Mitigation Activities Impacts to the Riparian Buffer ESA, Water Related Habitat ESA, and Undeveloped Floodplain ESAs are shown in Figure 2 are minimal and limited to the four drainage channels required to direct stormwater flow from the proposed residential development to the adjacent stream channel. Vegetation will be removed during the initial construction of the drainage structures. No additional adverse impacts to the streams or surrounding ESAs are expected from the construction. Following the construction of the drainage channels a contractor will be instructed by Forestar to replant native vegetation within the channels and the immediate area impacted by the construction (impact areas 1087 __________________________________________________________________________________________________________________ Forestar Rayzor 5 AESA Report May 2020 identified on Figure 3). Once revegetated, the resulting AESA will continue to provide native habitat while also aiding in stormwater management for the residential development. The southern-most of the storm water drainage channels that are the subject of this Alternative ESA Plan will cause disturbances in the Undeveloped Floodplain ESA that overlaps with Riparian Buffer ESA and Water-Related Habitat. Pursuant to DDC Section 35.17.B.1.c., the disturbance of Undeveloped Floodplain is a permitted activity for the placement of this utility facility as long as the disturbed area is restored to minimize erosion and promote the recovery of the ESA. The mitigation activities offer as a part of this AESA would achieve this goal. The Forester Rayzor development is proposing to meet the minimum preservation requirement of Upland Habitat ESA and exceed the overall tree canopy requirement under the DDC. The minimum preservation requirement of Upland Habitat is 50%, and the minimum preservation for the overall tree canopy is 20%. The Upland Habitat preservation requirement is being exceeded by preserving more than 50% of the existing Upland Habitat ESA. Since almost all the trees onsite were located in either the Water Related Habitat ESA, Riparian Buffer ESA, or Upland Habitat ESA, and given the minimum preservation requirement of the Upland habitat, the 20% overall tree canopy requirement was more than been met. The areas of preservation were shown and approved by City staff on the preliminary plat. Proposed Revegetation The developer is proposing to replant the Riparian Buffer, Water Related Habitat, and Undeveloped Floodplain impacted by the construction of the drainage channels (AESA) with native trees, shrubs and grasses following construction activities. A selection of native woody species considered for replanting the AESA is shown in Table 1 below. Table 1. A selection of native woody species considered for planting in the AESA. Habitat Type/Species Scientific Name Common Name Planting Size (gallon)* Projected Canopy (feet)** Projected Height (Feet)** Plant Type Riparian Trees Callicarpa Americana American beautyberry 3 4-6 4-6 Medium shrub Ilex decidua Deciduous holly 3 6-10 8-12 Large shrub/Small tree Cercis canadensis Redbud 5 15-20 15-20 Small tree Prunus mexicana Mexican plum 5 25 25 Small tree/Medium tree Ulmus crassifolia Cedar elm 5 70 70 Large tree Carya illinoiensis Pecan 5 70 70 Large tree *Planting size references 5-gallon and 3-gallon plating stock, generally 5-gallon stock will be trees and 3-gallon stock will be shrubs **Projected canopy radius 25 years from planting The species selected are a combination of multiple sized trees and shrubs that will eventually grow to provide multiple vegetative strata and therefore replace wildlife habitat in both the tree canopy and understory. A combination of a Drainfield Mix and Riparian Restoration Mix of seeds will also be seeded throughout the disturbed stream buffer area to provide a protective ground cover and additional understory strata. The Drainfield mix is described as a grass mix designed for areas that have periodic moist soils, i.e. within drainage channels, that may retain moisture for 24 to 48 hours. The plants in this mix were included for their adaptability to a wide range of growing conditions. The Riparian Recovery mix is described as a combination of 36 native grass & wildflower species to aid in rebuilding stream bank buffer zones. The seed mixes include multiple native species including herbaceous species such as 1088 __________________________________________________________________________________________________________________ Forestar Rayzor 6 AESA Report May 2020 Eastern gamagrass (Tripsacum dactyloides), switchgrass (Panicum virgatum), and bushy bluestem (Andropogon glomeratus). A full list of the species included in both seed mixes can be found at Native American Seed (http://www.seedsource.com/catalog/). The Drainfield mix will be seeded within the center of the drainage channel while the Riparian Recovery mix will be seeded on the slopes and adjacent to the channel. An approximate depiction of the revegetation of the AESA and an estimation of the proposed vegetation to be planted are included in Appendix 1. A minimum of eleven large trees (mixture of cedar elms and pecans), twenty small trees (mixture of red beds and Mexican plums), thirteen large shrubs (deciduous holly), and twenty-eight medium shrubs (American beautyberry bushes) will be planted within the AESA. The location and number of plantings were estimated based on aerial photography and field observations. The specific locations and amounts of each species that will be planted will be determined based on the location and size of the removed vegetation. This will provide for a better diversity of vegetation and provide the greatest likelihood of survival within the impact areas. Following a survey of the impact areas, and prior to the removal of vegetation, Forestar will document the vegetation to be removed and provide a final landscape plans to the City reflective of the observed field conditions. One woody invasive species that was observed within the study area during the site reconnaissance was Chinese privet. In the process of clearing vegetation during the construction of the drainage channels, the invasive species will also be removed. An additional approximately 10-feet of understory measured from each side of the top of bank of the drainage channel, consisting primarily of invasive Chinese privet, will be removed and replaced with native grasses and woody species. Native trees and large shrubs will be preserved outside of the functional drainage channel. The removal of invasive species will allow the planted, native vegetation to develop into a fully functioning native herbaceous understory and tree canopy. The goal of the proposed planted species is to develop an AESA with a quality, native habitat that will not need additional maintenance beyond the initial seeding and tree plantings. Chinese privet is notoriously persistent and special attention to the removal of the plants will be made during the understory removal in the approximately 10-feet from the top of bank of the drainage channel. The invasive species will be removed through root pruning and hand clearing within the on-site Riparian Buffer and Water Related Habitat ESAs. More specifically, the invasive species will be removed by cutting the stems near the ground and painting the cut stumps with a water-soluble herbicide*. Grubbing the plants out of the ground or using a “weed wench” may also be used. Trees and shrubs will be planted in the winter or early spring (during their dormancy). Forbs and grass seeds will be sown in the spring or late fall, depending on the species. In the interim, temporary vegetative cover will be established by hydro-mulching or installing erosion control blankets. Irrigation is not proposed at this time; however, if the planted vegetation shows signs of stress or the survival rate does not meet or exceed 90%, irrigation may be deemed necessary and installed following the plantings. An initial site visit by Kimley-Horn environmental staff will be performed following the completion of the seeding and plantings prior to the first annual monitoring event. Kimley-Horn staff will perform additional site visits as necessary during the first annual monitoring period. * The applicant will confirm with City staff that the selected application procedures meet state and federal regulations prior to proceeding with any herbicide treatment. Erosion Control Erosion control measures will be implemented during construction. For the construction of the drainage structures, a rock check dam and silt fence will be utilized to protect the undisturbed stream/riparian buffer and prevent illicit discharges. For the replanting of native species, erosion control measures such 1089 __________________________________________________________________________________________________________________ Forestar Rayzor 7 AESA Report May 2020 as straw wattles will be implemented as necessary to prevent erosion runoff. These are low impact measures that do not create soil disturbing activities in order to provide erosion protection. Monitoring and necessary maintenance by on-site personnel following storm events will ensure accumulated sediment does not prevent the function of the structures. Proposed erosion control plans for the channels are included in Appendix 2 and will be submitted with the Construction Plans (CEP submittal) for staff review, comment and approval. Compliance with Authorities The City of Denton is the authority over compliance with this AESA mitigation plan. Once the drainage structures have been constructed and the AESA mitigation activities have been completed the City of Denton will be notified that the restoration activities have been completed. Annual Reporting Forestar will prepare an annual report each year for three consecutive years, beginning 12 months following the commencement of the implementation of the mitigation activities, for the purposes of describing the cumulative mitigation work that has been performed during the reporting period, and to report on the current survivability of the plantings. These annual reports will be submitted to the City for review and inspection. The first two annual reports will contain action items that may include: the replacement of dead planted trees, installation of irrigation equipment (if the vegetation appears to be stressed or the survival rate is low due to a lack of adequate water for root establishment), re-seeding the seed mixtures as needed, and removing invasive species. Upon completion of the three-year monitoring and reporting period, the City of Denton Environmental Services shall inspect the plantings and determine whether ninety percent (90%) of the plantings are healthy and have a reasonable chance of surviving to maturity. If it is determined that 90% of the plantings are healthy and have a reasonable chance of surviving to maturity, the City issue the final acceptance of the project. After city inspection, if more than 10% of vegetation is found to be diseased or not having a reasonable chance of surviving, then Forestar shall be notified to replace any unhealthy or dead plantings. If Forestar does not take remedial steps to bring the property into compliance, the City may use all legal remedies to enforce this provision. If changes need to be made to the mitigation plan during the three-year monitoring period, the City of Denton will be notified prior to making the plan modifications. Summary The impacts proposed to the Riparian Buffer ESA are 0.24-acres, to the Water Related Habitat are 0.39- acres, and to the Undeveloped Floodplain ESA are 0.07-acres, totaling 0.70-acres, resulting from the construction of drainage channels directing storm water flow from outfalls to the adjacent stream. The mitigation for these impacts will include seeding the channel and surrounding areas within the ESAs impacted by the construction with native seed mixtures and planting a variety of shrubs and trees along the outside of the channel to restore the understory and tree canopy. 1090 __________________________________________________________________________________________________________________ Forestar Rayzor 8 AESA Report May 2020 Annual Reporting Contacts Owner: Forestar Group 2221 E. Lamar Blvd., Suite 790 Arlington, Texas 76006 Contact: Kevin Lazares Phone: 817-769-1873 Email: kevinlazares@forestar.com Environmental Scientist: Kimley-Horn and Associates 13455 Noel Road, Two Galleria Office Tower, Suite 700 Dallas, TX 75240 Contact: Sierra Gibbons Phone: 972-776-1762 Email: sierra.gibbons@kimley-horn.com Engineer: Kimley-Horn and Associates 13455 Noel Road, Two Galleria Office Tower, Suite 700 Dallas, TX 75240 Contact: Brock Pfister, P.E. Phone: 469-914-8721 Email: brock.pfister@kimley-horn.com 1091 I05/15/2020 LDC SDG 069313610 Forestar Rayzor Denton, Denton County, Texas FIGURE DATE: DESIGN: CHECKED: KHA NO.: This product is for informational purposes and may not have been prepared foror be suitable for legal, engineering, or surveying purposes. It does not representan on-the-ground survey and represents only the approximate relative locationof property boundaries. Legend Study Area, ~214-acres 0 1,000 2,000500Feet Vicinity Map ESRI C:\Users\sierra.gibbons\Desktop\Covid 19 Working1\Rayzor\GIS\Vicinity Map.mxd1 Project Location 1092 I05/15/2020 LDC SDG 069313610 Forestar Rayzor Denton, Denton County, Texas FIGURE DATE: DESIGN: CHECKED: KHA NO.: This product is for informational purposes and may not have been prepared foror be suitable for legal, engineering, or surveying purposes. It does not representan on-the-ground survey and represents only the approximate relative locationof property boundaries. Legend Study Area, ~214-acres Likely Jurisdictional Intermittent Stream (S1), ~3,620-linear feet Likely Jurisdictional Ephemeral Stream (S2), ~210-linear feet Observed Floodplain ESA, ~6.0-acres Observed Riparian Buffer ESA, ~8.4-acres Observed Water Related Habitat ESA, ~8.7-acres Observed Upland Habitat ESA, ~30.4-acres 0 500 1,000250Feet Onsite ESAsMap Nearmap Feb 2020 C:\Users\sierra.gibbons\Desktop\Covid 19 Working1\Rayzor\GIS\Observed ESAs.mxd2 S1 S2 1093 I05/15/2020 LDC SDG 069313610 Forestar Rayzor Denton, Denton County, Texas FIGURE DATE: DESIGN: CHECKED: KHA NO.: This product is for informational purposes and may not have been prepared foror be suitable for legal, engineering, or surveying purposes. It does not representan on-the-ground survey and represents only the approximate relative locationof property boundaries. Legend Study Area, ~214-acres Likely Jurisdictional Ephemeral Stream: ~210-linear feet Likely Jurisdictional Intermittent Stream, ~3,620-linear feet Observed Floodplain ESA, ~6.0-acres Observed Riparian Buffer ESA, ~8.4-acres Observed Water Related Habitat ESA, ~8.7-acres Proposed Drainage Centerline Proposed Outfall Proposed ESA Impacts 0 500 1,000250Feet Proposed Impacts Map Nearmap Feb 2020 C:\Users\sierra.gibbons\Desktop\Covid 19 Working1\Rayzor\GIS\Impacts Map.mxd3 Crossing 1 Crossing 2/3 Crossing 4 Crossing 1 Crossing 2/3 Crossing 4 1094 __________________________________________________________________________________________________________________ Forestar Rayzor 9 AESA Report June 2020 APPENDIX 1 1095 DENTON, TEXAS JUNE 15, 2020 AESA LANDSCAPE EXHIBIT - CROSSING 1 FORESTAR RAYZOR 0’ 1”= 20’ @ 24x36 SHEET 20’40’N 50’ RIPARIAN BUFFER ESA CENTERLINE OF INTERMITTENT STREAM WATER RELATED HABITAT ESA PROPOSED STORM CENTERLINE PROPOSED STORM HEADWALL PLANTING NOTES: 1. ONLY MINIMUM VEGETATION NECESSARY FOR CONSTRUCTION WILL BE REMOVED. 2. PLANTED TREE/SHRUB LOCATIONS ARE APPROXIMATE. FINAL LOCATIONS WILL BE DETERMINED BASED ON THE LOCATION OF EXISTING VEGETATION. PROPOSED PLANTINGS NAME NUMBER SYMBOL TREES ULMUS CRASSIFOLIA 2 CEDAR ELM CARYA ILLINOINENSIS 3 PECAN CERCIS CANADENSIS 5 REDBUD PRUNUS MEXICANA 4 MEXICAN PLUM SHRUBS CALLICARPA AMERICANA 12 AMERICAN BEAUTYBERRY ILEX DECIDUA 5 DECIDUOUS HOLLY GRASSES RIPARIAN RECOVERY SEED MIX 11,180 SF DRAINFIELD SEED MIX 6,150 SF ADDITIONAL INVASIVE SPECIES REMOVAL 4,840 SF 1096 8 DENTON, TEXAS JUNE 15, 2020 AESA LANDSCAPE EXHIBIT - CROSSING 2 & 3 FORESTAR RAYZOR 0’ 1”= 20’ @ 24x36 SHEET 20’40’N WATER RELATED HABITAT ESA PROPOSED PLANTINGS NAME NUMBER SYMBOL TREES ULMUS CRASSIFOLIA 2 CEDAR ELM CARYA ILLINOINENSIS 1 PECAN CERCIS CANADENSIS 3 REDBUD PRUNUS MEXICANA 2 MEXICAN PLUM SHRUBS CALLICARPA AMERICANA 9 AMERICAN BEAUTYBERRY ILEX DECIDUA 5 DECIDUOUS HOLLY GRASSES RIPARIAN RECOVERY SEED MIX: CROSSING 2: 10,555 SF CROSSING 3: 1,550 SF DRAINFIELD SEED MIX: CROSSING 2: 4,940 SF CROSSING 3: 2,450 SF ADDITIONAL INVASIVE SPECIES REMOVAL: CROSSING 2: 1,470 SF CROSSING 3: 1,850 SF CENTERLINE OF INTERMITTENT STREAM 50’ RIPARIAN BUFFER ESA PROPOSED STORM CENTERLINE (TYP.) PROPOSED STORM HEADWALL (TYP.) PLANTING NOTES: 1. ONLY MINIMUM VEGETATION NECESSARY FOR CONSTRUCTION WILL BE REMOVED. 2. PLANTED TREE/SHRUB LOCATIONS ARE APPROXIMATE. FINAL LOCATIONS WILL BE DETERMINED BASED ON THE LOCATION OF EXISTING VEGETATION. 1097 DENTON, TEXAS JUNE 15, 2020 AESA LANDSCAPE EXHIBIT - CROSSING 4 FORESTAR RAYZOR 0’ 1”= 20’ @ 24x36 SHEET 20’40’N PROPOSED PLANTINGS NAME NUMBER SYMBOL TREES ULMUS CRASSIFOLIA 2 CEDAR ELM CARYA ILLINOINENSIS 1 PECAN CERCIS CANADENSIS 3 REDBUD PRUNUS MEXICANA 3 MEXICAN PLUM SHRUBS CALLICARPA AMERICANA 7 AMERICAN BEAUTYBERRY ILEX DECIDUA 3 DECIDUOUS HOLLY GRASSES RIPARIAN RECOVERY SEED MIX 5,180 SF DRAINFIELD SEED MIX 4,980 SF ADDITIONAL INVASIVE SPECIES REMOVAL 3,870 SF CENTERLINE OF INTERMITTENT STREAM 50’ RIPARIAN BUFFER ESA WATER RELATED HABITAT ESA PROPOSED STORM CENTERLINE (TYP.) PROPOSED STORM HEADWALL (TYP.) PLANTING NOTES: 1. ONLY MINIMUM VEGETATION NECESSARY FOR CONSTRUCTION WILL BE REMOVED. 2. PLANTED TREE/SHRUB LOCATIONS ARE APPROXIMATE. FINAL LOCATIONS WILL BE DETERMINED BASED ON THE LOCATION OF EXISTING VEGETATION. 1098 __________________________________________________________________________________________________________________ Forestar Rayzor 10 AESA Report June 2020 APPENDIX 2 1099 RIPARIAN BUFFER ESA CENTERLINE OF INTERMITTENT STREAM WATER RELATED HABITAT ESA PROPOSED STORM HEADWALL (TYP.) PROPOSED STORM CENTERLINE (TYP.) SILT FENCE CHECK DAM EROSION CONTROL LEGEND REPARIAN RECOVERY SEED MIX DRAINFIELD SEED MIX ADDITIONAL INVASIVE SPECIES REMOVAL 1.EROSION CONTROL DEVICES SHOWN ON THIS PLAN SHALL BE INSTALLED PRIOR TO THE START OF LAND DISTURBING ACTIVITIES ON THE PROJECT. 2.ALL EROSION CONTROL DEVICES ARE TO BE INSTALLED IN ACCORDANCE WITH THE APPROVED PLANS AND SPECIFICATIONS FOR THIS PROJECT. CHANGES ARE TO BE APPROVED BEFORE CONSTRUCTION BY THE DESIGN ENGINEER AND THE CITY ENGINEERING DIVISION. 3.IF THE EROSION CONTROL PLAN AS APPROVED CANNOT CONTROL EROSION AND OFF-SITE SEDIMENTATION FROM THE PROJECT, THE EROSION CONTROL PLAN WILL BE REQUIRED TO BE REVISED AND/OR ADDITIONAL EROSION CONTROL DEVICES WILL BE REQUIRED ON SITE. 4.INSPECTIONS SHALL BE MADE WEEKLY AND AFTER RAIN STORM EVENTS TO INSURE THAT THE DEVICES ARE FUNCTIONING PROPERLY. 5.CONTRACTOR SHALL BE RESPONSIBLE FOR SUBMITTAL OF N.O.I., N.O.T. AND ANY ADDITIONAL INFORMATION REQUIRED BY THE TCEQ. CONTRACTOR SHALL COMPLY WITH ALL TCEQ STORMWATER POLLUTION PREVENTION REQUIREMENTS. STANDARD EROSION CONTROL GENERAL NOTES 1.CONTRACTOR SHALL RECORD INSTALLATION, MAINTENANCE OR MODIFICATION, AND REMOVAL DATES FOR EACH BMP EMPLOYED (WHETHER CALLED OUT ON ORIGINAL SWPPP OR NOT) DIRECTLY ON THE SITE MAP. 2.TEMPORARY AND PERMANENT STABILIZATION PRACTICES AND BMP'S SHALL BE INSTALLED AT THE EARLIEST POSSIBLE TIME DURING THE CONSTRUCTION SEQUENCE. AS AN EXAMPLE, PERIMETER SILT FENCE SHALL BE INSTALLED BEFORE COMMENCEMENT OF ANY GRADING ACTIVITIES. OTHER BMP'S SHALL BE INSTALLED AS SOON AS PRACTICABLE AND SHALL BE MAINTAINED UNTIL FINAL SITE STABILIZATION IS ATTAINED. CONTRACTOR SHALL ALSO REFERENCE CIVIL AND LANDSCAPE PLANS FOR MORE INFORMATION. 3.BMP'S HAVE BEEN LOCATED AS INDICATED ON THIS PLAN IN ACCORDANCE WITH GENERALLY ACCEPTED ENGINEERING PRACTICES IN ORDER TO MINIMIZE SEDIMENT TRANSFER. SITE MAP GENERAL NOTES SILT FENCE: INSPECTIONS SHALL BE MADE WEEKLY AND AFTER RAIN STORM EVENTS. SEDIMENT SHALL BE REMOVED FROM BEHIND THE FENCE WHEN THE DEPTH OF SEDIMENT HAS BUILT UP TO ONE-THIRD THE HEIGHT OF THE FENCE ABOVE GRADE. FENCE SHALL BE INSPECTED FOR GAPS AT BASE. INSPECT SUPPORTING POSTS AND FILTER FABRIC. REPLACE IF REQUIRED. CHECK DAM: INSPECTIONS SHALL BE MADE WEEKLY AND AFTER ALL RAIN EVENTS TO ENSURE THAT THE DEVICE IS FUNCTIONING PROPERLY. REMOVE SEDIMENT FROM THE STORAGE AREA UPSTREAM OF THE DAM WHEN THE DEPTH OF SEDIMENT HAS BUILT UP TO ONE-HALF OF THE DAM HEIGHT. REPAIR DAMAGE TO THE CHANNEL IN THE VICINITY OF THE CHECK DAMS IMMEDIATELY TO PREVENT ADDITIONAL DAMAGE. BMP MAINTENANCE SCHEDULE DENTON, TEXAS JUNE 15, 2020 AESA EROSION CONTROL EXHIBIT - CROSSING 1 FORESTAR RAYZOR 0’ 1”= 20’ @ 24x36 SHEET 20’40’N 1100 8 DENTON, TEXAS JUNE 15, 2020 AESA EROSION CONTROL EXHIBIT - CROSSING 2 & 3 FORESTAR RAYZOR 0’ 1”= 20’ @ 24x36 SHEET 20’40’N RIPARIAN BUFFER ESA CENTERLINE OF INTERMITTENT STREAM WATER RELATED HABITAT ESA PROPOSED STORM HEADWALL (TYP.) PROPOSED STORM CENTERLINE (TYP.) PROPOSED STORM HEADWALL (TYP.) PROPOSED STORM CENTERLINE (TYP.) SILT FENCE CHECK DAM EROSION CONTROL LEGEND REPARIAN RECOVERY SEED MIX DRAINFIELD SEED MIX ADDITIONAL INVASIVE SPECIES REMOVAL 1.EROSION CONTROL DEVICES SHOWN ON THIS PLAN SHALL BE INSTALLED PRIOR TO THE START OF LAND DISTURBING ACTIVITIES ON THE PROJECT. 2.ALL EROSION CONTROL DEVICES ARE TO BE INSTALLED IN ACCORDANCE WITH THE APPROVED PLANS AND SPECIFICATIONS FOR THIS PROJECT. CHANGES ARE TO BE APPROVED BEFORE CONSTRUCTION BY THE DESIGN ENGINEER AND THE CITY ENGINEERING DIVISION. 3.IF THE EROSION CONTROL PLAN AS APPROVED CANNOT CONTROL EROSION AND OFF-SITE SEDIMENTATION FROM THE PROJECT, THE EROSION CONTROL PLAN WILL BE REQUIRED TO BE REVISED AND/OR ADDITIONAL EROSION CONTROL DEVICES WILL BE REQUIRED ON SITE. 4.INSPECTIONS SHALL BE MADE WEEKLY AND AFTER RAIN STORM EVENTS TO INSURE THAT THE DEVICES ARE FUNCTIONING PROPERLY. 5.CONTRACTOR SHALL BE RESPONSIBLE FOR SUBMITTAL OF N.O.I., N.O.T. AND ANY ADDITIONAL INFORMATION REQUIRED BY THE TCEQ. CONTRACTOR SHALL COMPLY WITH ALL TCEQ STORMWATER POLLUTION PREVENTION REQUIREMENTS. STANDARD EROSION CONTROL GENERAL NOTES 1.CONTRACTOR SHALL RECORD INSTALLATION, MAINTENANCE OR MODIFICATION, AND REMOVAL DATES FOR EACH BMP EMPLOYED (WHETHER CALLED OUT ON ORIGINAL SWPPP OR NOT) DIRECTLY ON THE SITE MAP. 2.TEMPORARY AND PERMANENT STABILIZATION PRACTICES AND BMP'S SHALL BE INSTALLED AT THE EARLIEST POSSIBLE TIME DURING THE CONSTRUCTION SEQUENCE. AS AN EXAMPLE, PERIMETER SILT FENCE SHALL BE INSTALLED BEFORE COMMENCEMENT OF ANY GRADING ACTIVITIES. OTHER BMP'S SHALL BE INSTALLED AS SOON AS PRACTICABLE AND SHALL BE MAINTAINED UNTIL FINAL SITE STABILIZATION IS ATTAINED. CONTRACTOR SHALL ALSO REFERENCE CIVIL AND LANDSCAPE PLANS FOR MORE INFORMATION. 3.BMP'S HAVE BEEN LOCATED AS INDICATED ON THIS PLAN IN ACCORDANCE WITH GENERALLY ACCEPTED ENGINEERING PRACTICES IN ORDER TO MINIMIZE SEDIMENT TRANSFER. SITE MAP GENERAL NOTES SILT FENCE: INSPECTIONS SHALL BE MADE WEEKLY AND AFTER RAIN STORM EVENTS. SEDIMENT SHALL BE REMOVED FROM BEHIND THE FENCE WHEN THE DEPTH OF SEDIMENT HAS BUILT UP TO ONE-THIRD THE HEIGHT OF THE FENCE ABOVE GRADE. FENCE SHALL BE INSPECTED FOR GAPS AT BASE. INSPECT SUPPORTING POSTS AND FILTER FABRIC. REPLACE IF REQUIRED. CHECK DAM: INSPECTIONS SHALL BE MADE WEEKLY AND AFTER ALL RAIN EVENTS TO ENSURE THAT THE DEVICE IS FUNCTIONING PROPERLY. REMOVE SEDIMENT FROM THE STORAGE AREA UPSTREAM OF THE DAM WHEN THE DEPTH OF SEDIMENT HAS BUILT UP TO ONE-HALF OF THE DAM HEIGHT. REPAIR DAMAGE TO THE CHANNEL IN THE VICINITY OF THE CHECK DAMS IMMEDIATELY TO PREVENT ADDITIONAL DAMAGE. BMP MAINTENANCE SCHEDULE 1101 DENTON, TEXAS JUNE 15, 2020 AESA EROSION CONTROL EXHIBIT - CROSSING 4 FORESTAR RAYZOR 0’ 1”= 20’ @ 24x36 SHEET 20’40’N RIPARIAN BUFFER ESA CENTERLINE OF INTERMITTENT STREAM WATER RELATED HABITAT ESA PROPOSED STORM HEADWALL (TYP.) PROPOSED STORM CENTERLINE (TYP.) 1.CONTRACTOR SHALL RECORD INSTALLATION, MAINTENANCE OR MODIFICATION, AND REMOVAL DATES FOR EACH BMP EMPLOYED (WHETHER CALLED OUT ON ORIGINAL SWPPP OR NOT) DIRECTLY ON THE SITE MAP. 2.TEMPORARY AND PERMANENT STABILIZATION PRACTICES AND BMP'S SHALL BE INSTALLED AT THE EARLIEST POSSIBLE TIME DURING THE CONSTRUCTION SEQUENCE. AS AN EXAMPLE, PERIMETER SILT FENCE SHALL BE INSTALLED BEFORE COMMENCEMENT OF ANY GRADING ACTIVITIES. OTHER BMP'S SHALL BE INSTALLED AS SOON AS PRACTICABLE AND SHALL BE MAINTAINED UNTIL FINAL SITE STABILIZATION IS ATTAINED. CONTRACTOR SHALL ALSO REFERENCE CIVIL AND LANDSCAPE PLANS FOR MORE INFORMATION. 3.BMP'S HAVE BEEN LOCATED AS INDICATED ON THIS PLAN IN ACCORDANCE WITH GENERALLY ACCEPTED ENGINEERING PRACTICES IN ORDER TO MINIMIZE SEDIMENT TRANSFER. SITE MAP GENERAL NOTES SILT FENCE: INSPECTIONS SHALL BE MADE WEEKLY AND AFTER RAIN STORM EVENTS. SEDIMENT SHALL BE REMOVED FROM BEHIND THE FENCE WHEN THE DEPTH OF SEDIMENT HAS BUILT UP TO ONE-THIRD THE HEIGHT OF THE FENCE ABOVE GRADE. FENCE SHALL BE INSPECTED FOR GAPS AT BASE. INSPECT SUPPORTING POSTS AND FILTER FABRIC. REPLACE IF REQUIRED. CHECK DAM: INSPECTIONS SHALL BE MADE WEEKLY AND AFTER ALL RAIN EVENTS TO ENSURE THAT THE DEVICE IS FUNCTIONING PROPERLY. REMOVE SEDIMENT FROM THE STORAGE AREA UPSTREAM OF THE DAM WHEN THE DEPTH OF SEDIMENT HAS BUILT UP TO ONE-HALF OF THE DAM HEIGHT. REPAIR DAMAGE TO THE CHANNEL IN THE VICINITY OF THE CHECK DAMS IMMEDIATELY TO PREVENT ADDITIONAL DAMAGE. BMP MAINTENANCE SCHEDULE SILT FENCE CHECK DAM EROSION CONTROL LEGEND REPARIAN RECOVERY SEED MIX DRAINFIELD SEED MIX ADDITIONAL INVASIVE SPECIES REMOVAL 1.EROSION CONTROL DEVICES SHOWN ON THIS PLAN SHALL BE INSTALLED PRIOR TO THE START OF LAND DISTURBING ACTIVITIES ON THE PROJECT. 2.ALL EROSION CONTROL DEVICES ARE TO BE INSTALLED IN ACCORDANCE WITH THE APPROVED PLANS AND SPECIFICATIONS FOR THIS PROJECT. CHANGES ARE TO BE APPROVED BEFORE CONSTRUCTION BY THE DESIGN ENGINEER AND THE CITY ENGINEERING DIVISION. 3.IF THE EROSION CONTROL PLAN AS APPROVED CANNOT CONTROL EROSION AND OFF-SITE SEDIMENTATION FROM THE PROJECT, THE EROSION CONTROL PLAN WILL BE REQUIRED TO BE REVISED AND/OR ADDITIONAL EROSION CONTROL DEVICES WILL BE REQUIRED ON SITE. 4.INSPECTIONS SHALL BE MADE WEEKLY AND AFTER RAIN STORM EVENTS TO INSURE THAT THE DEVICES ARE FUNCTIONING PROPERLY. 5.CONTRACTOR SHALL BE RESPONSIBLE FOR SUBMITTAL OF N.O.I., N.O.T. AND ANY ADDITIONAL INFORMATION REQUIRED BY THE TCEQ. CONTRACTOR SHALL COMPLY WITH ALL TCEQ STORMWATER POLLUTION PREVENTION REQUIREMENTS. STANDARD EROSION CONTROL GENERAL NOTES 1102 __________________________________________________________________________________________________________________ Forestar Rayzor 11 AESA Report June 2020 APPENDIX 3 1103 PROPERTY DESCRIPTION CROSSING NO. 1 BEING a tract of land situated in the Asa Hickman Survey, Abstract No. 521, City of Denton, Denton County, Texas, and being part of Section 11, Tract Three described in Special Warranty Deed to Rayzor Investments, Ltd. recorded in Volume 1796, Page 601, Deed Records of Denton County, Texas and being more particularly described as follows: COMMENCING at the northwest corner of Lot 1, Block A, Roselawn Elevated Storage Tank Addition, an addition to the city of Denton, according to the plat recorded in Cabinet Y, Page 777, Plat Records of Denton County, Texas; THENCE North 4°34’24” West, a distance of 1149.40 feet to the POINT OF BEGINNING; THENCE the following courses and distances: North 72°26'36" West, a distance of 6.65 feet to a point for corner; North 48°14'11" West, a distance of 16.68 feet to a point for corner; North 21°37'04" West, a distance of 7.92 feet to a point for corner; North 23°20'16" West, a distance of 3.36 feet to a point for corner; North 26°05'31" West, a distance of 3.34 feet to a point for corner; North 27°58'30" West, a distance of 3.40 feet to a point for corner; North 30°49'50" West, a distance of 3.32 feet to a point for corner; North 33°41'30" West, a distance of 3.32 feet to a point for corner; North 36°33'23" West, a distance of 2.76 feet to a point for corner; North 45°47'37" West, a distance of 3.49 feet to a point for corner; North 49°18'08" West, a distance of 4.00 feet to a point for corner; North 52°48'57" West, a distance of 3.99 feet to a point for corner; North 56°19'58" West, a distance of 3.34 feet to a point for corner; South 33°40'02" West, a distance of 10.00 feet to a point for corner; North 56°19'58" West, a distance of 0.58 feet to a point for corner; North 58°31'56" West, a distance of 2.39 feet to a point for corner; North 60°56'08" West, a distance of 2.35 feet to a point for corner; North 63°20'34" West, a distance of 2.35 feet to a point for corner; North 65°45'16" West, a distance of 2.89 feet to a point for corner; North 62°50'58" West, a distance of 5.10 feet to a point for corner; North 66°16'23" West, a distance of 3.50 feet to a point for corner; North 69°57'46" West, a distance of 3.48 feet to a point for corner; North 73°39'53" West, a distance of 3.85 feet to a point for corner; North 75°18'52" West, a distance of 22.29 feet to a point for corner; North 77°11'45" West, a distance of 30.93 feet to a point for corner; North 84°43'21" West, a distance of 7.19 feet to a point for corner; North 87°00'54" West, a distance of 6.22 feet to a point for corner; North 76°15'04" West, a distance of 10.38 feet to a point for corner; North 78°40'51" West, a distance of 11.73 feet to a point for corner; North 69°32'10" West, a distance of 13.74 feet to a point for corner; North 70°18'13" West, a distance of 11.09 feet to a point for corner; 1104 North 71°59'19" West, a distance of 1.67 feet to a point for corner; North 68°19'47" West, a distance of 4.96 feet to a point for corner; North 64°10'39" West, a distance of 4.37 feet to a point for corner; North 86°02'06" West, a distance of 12.22 feet to a point for corner; North 83°51'58" West, a distance of 34.15 feet to a point for corner; North 31°49'48" East, a distance of 11.10 feet to a point for corner; North 31°49'48" East, a distance of 20.16 feet to a point for corner; North 31°49'48" East, a distance of 2.40 feet to a point for corner; North 39°01'11" East, a distance of 24.57 feet to a point for corner; North 39°15'36" East, a distance of 20.51 feet to a point for corner; North 40°19'46" East, a distance of 10.57 feet to a point for corner; South 68°33'52" East, a distance of 6.74 feet to a point for corner; South 71°44'12" East, a distance of 17.54 feet to a point for corner; North 89°14'23" East, a distance of 10.74 feet to a point for corner; South 81°49'47" East, a distance of 16.46 feet to a point for corner; South 82°00'32" East, a distance of 18.74 feet to a point for corner; South 83°56'19" East, a distance of 6.11 feet to a point for corner; South 76°39'29" East, a distance of 16.32 feet to a point for corner; South 77°23'18" East, a distance of 35.98 feet to a point for corner; South 81°36'23" East, a distance of 9.95 feet to a point for corner; South 74°08'06" East, a distance of 11.01 feet to a point for corner; South 71°15'59" East, a distance of 5.43 feet to a point for corner; South 69°21'14" East, a distance of 5.26 feet to a point for corner; South 67°26'26" East, a distance of 5.26 feet to a point for corner; South 65°31'34" East, a distance of 5.27 feet to a point for corner; South 63°36'36" East, a distance of 5.27 feet to a point for corner; South 61°41'30" East, a distance of 5.58 feet to a point for corner; South 58°00'15" East, a distance of 3.72 feet to a point for corner; South 65°09'56" East, a distance of 3.62 feet to a point for corner; South 63°04'15" East, a distance of 5.23 feet to a point for corner; South 60°58'32" East, a distance of 5.23 feet to a point for corner; South 58°52'45" East, a distance of 5.23 feet to a point for corner; South 56°46'51" East, a distance of 5.24 feet to a point for corner; South 54°40'49" East, a distance of 5.24 feet to a point for corner; South 52°34'42" East, a distance of 5.95 feet to a point for corner; South 47°03'05" East, a distance of 10.96 feet to a point for corner; South 41°19'51" East, a distance of 7.00 feet to a point for corner; South 36°51'23" East, a distance of 4.64 feet to a point for corner; South 35°11'11" East, a distance of 4.15 feet to a point for corner; South 33°30'58" East, a distance of 4.15 feet to a point for corner; South 31°50'43" East, a distance of 4.15 feet to a point for corner; South 30°10'24" East, a distance of 4.29 feet to a point for corner; South 27°39'45" East, a distance of 7.79 feet to a point for corner; South 26°23'58" East, a distance of 11.44 feet to a point for corner; South 10°19'39" East, a distance of 9.91 feet to a point for corner; South 79°40'21" West, a distance of 10.00 feet to a point for corner; South 10°19'39" East, a distance of 5.46 feet to a point for corner; 1105 South 20°16'04" West, a distance of 9.27 feet to a point for corner; South 66°14'09" West, a distance of 23.54 feet to a point for corner; North 23°45'51" West, a distance of 21.56 feet to a point for corner; South 66°14'09" West, a distance of 7.00 feet to a point for corner; South 23°45'51" East, a distance of 21.56 feet to a point for corner; South 66°14'09" West, a distance of 19.96 feet to the POINT OF BEGINNING and containing 0.51 acres of land. This document was prepared under 22 TAC §663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. 1106 PROPERTY DESCRIPTION CROSSING NO. 2 BEING a tract of land situated in the Asa Hickman Survey, Abstract No. 521, City of Denton, Denton County, Texas, and being part of Section 11, Tract Three described in Special Warranty Deed to Rayzor Investments, Ltd. recorded in Volume 1796, Page 601, Deed Records of Denton County, Texas and being more particularly described as follows: COMMENCING at the northwest corner of Lot 1, Block A, Roselawn Elevated Storage Tank Addition, an addition to the city of Denton, according to the plat recorded in Cabinet Y, Page 777, Plat Records of Denton County, Texas; THENCE North 51°29’08” West, a distance of 1170.35 feet to the POINT OF BEGINNING; THENCE the following courses and distances: North 22°42'24" West, a distance of 27.36 feet to a point for corner; North 26°46'06" West, a distance of 18.15 feet to a point for corner; North 28°10'54" West, a distance of 5.57 feet to a point for corner; North 33°59'17" West, a distance of 7.32 feet to a point for corner; North 25°54'38" West, a distance of 2.95 feet to a point for corner; North 27°46'08" West, a distance of 4.91 feet to a point for corner; North 27°40'06" West, a distance of 3.53 feet to a point for corner; North 53°38'13" East, a distance of 10.12 feet to a point for corner; North 27°40'06" West, a distance of 6.30 feet to a point for corner; North 35°35'59" West, a distance of 4.49 feet to a point for corner; North 70°30'55" West, a distance of 11.78 feet to a point for corner; North 68°55'41" West, a distance of 16.02 feet to a point for corner; North 66°28'48" West, a distance of 5.20 feet to a point for corner; North 60°08'48" West, a distance of 17.46 feet to a point for corner; North 59°13'11" West, a distance of 34.55 feet to a point for corner; North 61°24'02" West, a distance of 17.67 feet to a point for corner; North 38°04'02" West, a distance of 25.25 feet to a point for corner; North 8°54'00" West, a distance of 16.68 feet to a point for corner; North 17°24'46" East, a distance of 11.88 feet to a point for corner; South 59°59'54" East, a distance of 20.00 feet to a point for corner; North 30°00'06" East, a distance of 10.00 feet to a point for corner; North 59°59'54" West, a distance of 20.00 feet to a point for corner; North 37°44'23" East, a distance of 15.18 feet to a point for corner; North 85°29'51" East, a distance of 19.08 feet to a point for corner; South 85°12'01" East, a distance of 22.36 feet to a point for corner; South 58°31'05" East, a distance of 8.00 feet to a point for corner; South 59°59'42" East, a distance of 25.61 feet to a point for corner; South 58°51'27" East, a distance of 8.85 feet to a point for corner; South 57°16'10" East, a distance of 29.74 feet to a point for corner; South 54°27'54" East, a distance of 6.60 feet to a point for corner; South 54°45'26" East, a distance of 1.08 feet to a point for corner; 1107 South 61°40'11" East, a distance of 3.81 feet to a point for corner; South 55°15'42" East, a distance of 9.41 feet to a point for corner; South 55°05'48" East, a distance of 9.95 feet to a point for corner; South 52°42'57" East, a distance of 3.49 feet to a point for corner; South 49°12'53" East, a distance of 3.58 feet to a point for corner; South 45°43'19" East, a distance of 3.58 feet to a point for corner; South 42°14'05" East, a distance of 3.58 feet to a point for corner; South 38°44'56" East, a distance of 3.58 feet to a point for corner; South 35°15'53" East, a distance of 3.58 feet to a point for corner; South 31°47'11" East, a distance of 3.58 feet to a point for corner; South 28°18'50" East, a distance of 3.46 feet to a point for corner; South 26°10'52" East, a distance of 3.08 feet to a point for corner; South 23°06'52" East, a distance of 2.98 feet to a point for corner; South 22°07'49" East, a distance of 10.12 feet to a point for corner; South 18°21'46" East, a distance of 3.32 feet to a point for corner; North 69°15'10" East, a distance of 10.01 feet to a point for corner; South 18°21'46" East, a distance of 7.26 feet to a point for corner; South 23°19'02" East, a distance of 2.30 feet to a point for corner; South 23°19'02" East, a distance of 13.79 feet to a point for corner; South 24°54'43" East, a distance of 11.32 feet to a point for corner; South 22°50'56" East, a distance of 6.20 feet to a point for corner; South 21°42'03" East, a distance of 19.18 feet to a point for corner; South 69°15'10" West, a distance of 10.00 feet to a point for corner; South 69°15'10" West, a distance of 15.57 feet to a point for corner; South 69°15'10" West, a distance of 15.71 feet to a point for corner; South 53°38'13" West, a distance of 8.50 feet to a point for corner; South 53°38'13" West, a distance of 3.87 feet to a point for corner; South 22°14'44" East, a distance of 2.36 feet to a point for corner; South 22°14'44" East, a distance of 10.74 feet to a point for corner; South 46°18'06" West, a distance of 0.59 feet to a point for corner; South 63°11'18" West, a distance of 25.56 feet to the POINT OF BEGINNING and containing 0.39 acres of land. This document was prepared under 22 TAC §663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. 1108 PROPERTY DESCRIPTION CROSSING NO. 3 BEING a tract of land situated in the Asa Hickman Survey, Abstract No. 521, City of Denton, Denton County, Texas, and being part of Section 11, Tract Three described in Special Warranty Deed to Rayzor Investments, Ltd. recorded in Volume 1796, Page 601, Deed Records of Denton County, Texas and being more particularly described as follows: COMMENCING at the northwest corner of Lot 1, Block A, Roselawn Elevated Storage Tank Addition, an addition to the city of Denton, according to the plat recorded in Cabinet Y, Page 777, Plat Records of Denton County, Texas; THENCE North 54°18’51” West, a distance of 985.76 feet to the POINT OF BEGINNING; THENCE the following courses and distances: South 41°25'14" West, a distance of 2.06 feet to a point for corner; North 83°50'44" West, a distance of 27.24 feet to a point for corner; North 31°29'46" West, a distance of 6.60 feet to a point for corner; North 27°29'01" West, a distance of 18.36 feet to a point for corner; North 51°33'10" West, a distance of 1.17 feet to a point for corner; North 47°05'46" West, a distance of 2.45 feet to a point for corner; South 26°33'54" West, a distance of 4.46 feet to a point for corner; South 41°59'14" West, a distance of 5.72 feet to a point for corner; North 47°05'46" West, a distance of 2.92 feet to a point for corner; North 48°34'23" West, a distance of 8.53 feet to a point for corner; North 48°33'26" West, a distance of 38.34 feet to a point for corner; North 47°24'26" West, a distance of 8.72 feet to a point for corner; North 50°42'03" West, a distance of 24.66 feet to a point for corner; North 43°42'06" West, a distance of 16.70 feet to a point for corner; North 42°01'04" East, a distance of 10.03 feet to a point for corner; North 42°01'04" East, a distance of 2.46 feet to a point for corner; North 42°01'04" East, a distance of 5.97 feet to a point for corner; North 58°05'21" East, a distance of 14.64 feet to a point for corner; North 58°05'21" East, a distance of 3.05 feet to a point for corner; North 58°05'21" East, a distance of 10.89 feet to a point for corner; South 55°11'04" East, a distance of 6.78 feet to a point for corner; South 55°05'10" East, a distance of 3.54 feet to a point for corner; South 46°27'30" East, a distance of 27.85 feet to a point for corner; South 48°33'25" East, a distance of 21.51 feet to a point for corner; South 48°35'12" East, a distance of 14.11 feet to a point for corner; South 48°44'58" East, a distance of 11.07 feet to a point for corner; South 47°06'08" West, a distance of 10.05 feet to a point for corner; South 48°44'58" East, a distance of 6.22 feet to a point for corner; South 45°31'05" East, a distance of 2.92 feet to a point for corner; South 72°30'57" East, a distance of 9.65 feet to a point for corner; South 70°39'43" East, a distance of 9.67 feet to a point for corner; 1109 South 66°19'41" East, a distance of 7.39 feet to a point for corner; South 9°21'00" East, a distance of 28.25 feet to a point for corner; South 41°25'14" West, a distance of 1.33 feet to a point for corner; North 48°34'46" West, a distance of 24.00 feet to a point for corner; South 41°25'14" West, a distance of 8.00 feet to a point for corner; South 48°34'46" East, a distance of 24.00 feet to the POINT OF BEGINNING and containing 0.13 acres of land. This document was prepared under 22 TAC §663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. 1110 PROPERTY DESCRIPTION CROSSING NO. 4 BEING a tract of land situated in the Asa Hickman Survey, Abstract No. 521, City of Denton, Denton County, Texas, and being part of Section 11, Tract Three described in Special Warranty Deed to Rayzor Investments, Ltd. recorded in Volume 1796, Page 601, Deed Records of Denton County, Texas and being more particularly described as follows: COMMENCING at the northwest corner of Lot 1, Block A, Roselawn Elevated Storage Tank Addition, an addition to the city of Denton, according to the plat recorded in Cabinet Y, Page 777, Plat Records of Denton County, Texas; THENCE North 85°42’59” West, a distance of 1174.44 feet to the POINT OF BEGINNING; THENCE the following courses and distances: North 56°01'12" West, a distance of 27.71 feet to a point for corner; North 52°52'34" West, a distance of 30.63 feet to a point for corner; North 53°13'57" West, a distance of 4.73 feet to a point for corner; North 50°54'00" West, a distance of 16.94 feet to a point for corner; North 55°34'16" West, a distance of 28.45 feet to a point for corner; North 54°23'17" West, a distance of 54.41 feet to a point at the beginning of a non-tangent curve to the left having a central angle of 8°15'18", a radius of 83.43 feet, a chord bearing and distance of North 57°58'38" West, 12.01 feet; In a northwesterly direction, with said curve to the left, an arc distance of 12.02 feet to a point for corner; North 70°11'58" West, a distance of 2.81 feet to a point for corner; North 71°24'44" West, a distance of 5.92 feet to a point for corner; North 74°04'32" West, a distance of 5.45 feet to a point for corner; North 15°55'28" East, a distance of 10.00 feet to a point for corner; North 74°04'32" West, a distance of 0.44 feet to a point for corner; North 76°44'02" West, a distance of 6.13 feet to a point for corner; North 79°23'20" West, a distance of 6.06 feet to a point for corner; North 82°57'12" West, a distance of 3.66 feet to a point for corner; North 84°37'30" West, a distance of 3.82 feet to a point for corner; North 86°17'43" West, a distance of 3.82 feet to a point for corner; North 87°57'55" West, a distance of 4.05 feet to a point for corner; North 87°04'10" West, a distance of 4.18 feet to a point for corner; North 88°49'59" West, a distance of 3.95 feet to a point for corner; South 89°24'19" West, a distance of 3.95 feet to a point for corner; South 87°38'42" West, a distance of 3.81 feet to a point for corner; South 84°15'50" West, a distance of 6.17 feet to a point for corner; South 82°41'57" West, a distance of 13.81 feet to a point for corner; North 49°29'38" West, a distance of 22.21 feet to a point for corner; North 0°11'29" West, a distance of 9.70 feet to a point for corner; North 89°48'31" East, a distance of 20.00 feet to a point for corner; North 0°11'29" West, a distance of 6.00 feet to a point for corner; 1111 South 89°48'31" West, a distance of 20.00 feet to a point for corner; North 0°11'29" West, a distance of 9.38 feet to a point for corner; North 48°55'49" East, a distance of 15.96 feet to a point for corner; North 49°02'50" East, a distance of 6.17 feet to a point for corner; South 84°17'44" East, a distance of 13.88 feet to a point for corner; South 83°26'19" East, a distance of 4.44 feet to a point for corner; South 82°00'55" East, a distance of 4.48 feet to a point for corner; South 80°35'33" East, a distance of 4.48 feet to a point for corner; South 79°10'15" East, a distance of 4.50 feet to a point for corner; South 77°34'14" East, a distance of 6.32 feet to a point for corner; South 75°32'51" East, a distance of 6.37 feet to a point for corner; South 73°18'46" East, a distance of 5.44 feet to a point for corner; South 71°36'04" East, a distance of 5.53 feet to a point for corner; South 68°21'32" East, a distance of 5.31 feet to a point for corner; South 66°40'12" East, a distance of 5.17 feet to a point for corner; South 64°58'58" East, a distance of 5.17 feet to a point for corner; South 63°17'47" East, a distance of 5.17 feet to a point for corner; South 61°36'37" East, a distance of 5.17 feet to a point for corner; South 59°55'28" East, a distance of 0.85 feet to a point for corner; North 26°53'51" East, a distance of 10.02 feet to a point for corner; South 59°55'28" East, a distance of 5.03 feet to a point for corner; South 58°14'17" East, a distance of 5.47 feet to a point for corner; South 56°33'03" East, a distance of 4.50 feet to a point for corner; South 60°27'47" East, a distance of 3.06 feet to a point for corner; South 60°18'47" East, a distance of 5.08 feet to a point for corner; South 58°49'51" East, a distance of 3.05 feet to a point at the beginning of a non-tangent curve to the right having a central angle of 3°31'19", a radius of 183.10 feet, a chord bearing and distance of South 57°16'55" East, 11.25 feet; In a southeasterly direction, with said curve to the right, an arc distance of 11.25 feet to a point for corner; South 55°15'59" East, a distance of 51.33 feet to a point for corner; South 51°39'33" East, a distance of 10.85 feet to a point for corner; South 54°19'34" East, a distance of 14.64 feet to a point for corner; South 58°52'41" East, a distance of 8.14 feet to a point for corner; South 63°03'30" East, a distance of 10.38 feet to a point for corner; South 63°03'30" East, a distance of 5.93 feet to a point for corner; South 55°13'30" East, a distance of 26.63 feet to a point for corner; South 52°47'13" East, a distance of 24.09 feet to a point for corner; South 9°01'12" West, a distance of 1.78 feet to a point for corner; South 54°26'12" West, a distance of 14.04 feet to a point for corner; South 54°26'12" West, a distance of 4.13 feet to a point for corner; South 54°26'12" West, a distance of 10.59 feet to a point for corner; South 17°36'23" East, a distance of 12.55 feet to a point for corner; South 17°36'23" East, a distance of 12.55 feet to a point for corner; South 35°14'57" West, a distance of 12.91 feet to the POINT OF BEGINNING and containing 0.32 acres of land. 1112 This document was prepared under 22 TAC §663.21, does not reflect the results of an on the ground survey, and is not to be used to convey or establish interests in real property except those rights and interests implied or established by the creation or reconfiguration of the boundary of the political subdivision for which it was prepared. 1113 Rayzor Forestar Alternative Environmentally Sensitive Area Plan – Project Narrative The proposed Forestar Rayzor project is approximately 214-acres in size located north of Roselawn Drive and east of the Kansas City Southern Railroad in the City of Denton, Denton County, Texas. The southern extent of Kendolph Drive intersects the northern boundary of the site. The project area is 214-acres in size and is primarily forest and open fields. An ESA Assessment, ESA19- 0028, has been performed and determined that there is Riparian Buffer, Upland Habitat, Water Related Habitat, and Undeveloped FEMA Floodplain ESAs located within the study area. One intermittent stream and one ephemeral stream were also identified within the study area. The proposed project includes the construction of a single-family residential development including access roads and associated utilities and infrastructure. The current zoning for this tract is NR-4 which allows a density of 4 to 12 units per acre. The proposed development is for approximately 710 total units equivalent to a density of 3.30 units per acre, which is less than what is allowed by zoning. The purpose of the Alternative Environmentally Sensitive Area Report is to propose mitigation for the impacts to the Riparian Buffer and Water Related Habitat ESAs caused by the construction of four storm water drainage channels. No additional impacts, beyond what is permitted in the DDC, are proposed to the Upland Habitat ESA as a part of this report. The proposed structures would consist of excavating a channel that will direct storm water from an outfall, located outside of the ESAs, to the adjacent stream channel. Consolidating the stormwater into the respective channels will limit the erosion caused by increased overland flow from the residential development. Grading required for the construction would be limited to approximately 10,500-square feet (0.24-acres) within the Riparian Buffer and 15,000-square feet (0.34- acres) in the Water Related Habitat for a total of 25,500-square feet (0.58-acres) of impacts within the ESAs and is the minimum necessary for the channel construction. Additional Project information is available from City of Denton Case Number ESA19-0028 and PP19-0019 within ProjectDox. 1114 1 BLOCK J BLOCK I BLOCK K BLOCK L BLOCK I BLOCK I BLOCK M BLOCK A N89°48'31"E 115.00' N0°00'06"E 115.00' S0°11'29"E115.00' N0°11'29"W 115.00' S0°11'29"E 115.00' N0°11'29"W 115.00' S0°11'30"E 114.88' S0°11'29"E 115.00' S0°11'29"E 115.00' S0°11'29"E 115.00' N0°11'29"W 115.00' N0°11'29"W 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 56.03' 115.00' 36.74' 15.26' 36.74' 15.26' 36.74' 15.26' 36.74' 15.26' 36.74' 15.26' 36.74' 15.26' 36.74' 15.26' 36.74' 15.26' 36.74' 15.26' 36.74' 15.26' 36.74' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' S7°33'40"E 118.26' 115.00' 115.00'115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00'47.55' 4.45' 47.55' 4.45' 47.55' 4.45' 47.55' 4.45' 47.55' 4.45' 47.55' 4.45' 47.55' 47.55' 4.45' 47.55' 4.45' 47.55' 4.45' 47.55' 4.45' 47.55' 16.96' 35.04' S0°11'29"E 115.00' 115.00' 115.00' 115.12' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 116.11' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 61.00' 5.96' 46.04' 10.97' 41.03' 10.97' 41.03' 10.97' 41.03' 10.97' 41.03' 10.97' 41.03' 10.97' 41.03' 10.97' 41.03' 10.97' 41.03' 10.97' 41.03' 10.97' 41.03' 10.97' 41.03' 10.97' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 52.00' 52.00' 52.00' 52.00' 115.00' 117.83' 51.80' 52.00' 5.54' 46.46' 71.85' 118.00' 118.00' 118.00' 52.41' 52.00' 115.65' 118.49' N89°48'31"E 110.73' 20.00' S0°10'17"E 115.28' N0°00'06"E 115.00' S0°00'06"W 125.45' S0°00'06"W 152.06' S0°00'06"W 108.35' N17°14'17" W133.46' N20°24'35 "E 12 6.3 9'N59°08'22"E 148.87'S0°00'06"W 115.00' S27°25'24"E152.11'S17°25'30"E133.31'S7°25'37"E 118.10'S0°15'13"E115.00' 60.94' 115.00' 0.06' 51.91' 0.09' 51.91' 0.09' 51.91' 12.40' 39.60' 115.13' 114.97' 114.81' 114.49' 125.45' 125.43' 107.34' 115.00' 12.20' 52.00' 23.55' 28.45' 23.55' 28.45' 23.55' 28.45' 118.63' N7°12'12"W 118.12'54.22' S0°11'29"E 584.28' S89°48'31"W 706.36' N89°48'31"E 687.49' N89°48'31"E 632.04' N89°48'31"E 846.08' C26 C27S22°36'41"E102.25' C28S0°00'06"W 133.16' C29 S37°13'10"E104.09' C30 C31 C32 N0°11'29"W 356.56' S89°48'31"W 32.50' S0°00'06"W 285.42' S89°55'30"W 207.19' C35 S52°46'50"W 62.00' C36 N89°44'47"E 34.29' C37N89°44'37"E2042.92' ∆ S89°16'19"W 585.20' 115.2' 65.4' 153.1' C52 C53 C54 C55 C56 C57 C58 C59 C 60 C61 C62 C63 C64 C65N89°44'37"E2042.92'N89°44'37"E2042.92'N89°44'37"E2042.92'N89°44'37"E 2042.92' 19.60' 36.10' 52.00' 116.76' S19°35'27"E 116.49' 101.90' 55.63' 50.03' 50.12' 50.21' 10.30' 30.19' 21.81' 55.63'C119 4.45' 131.72' 32.50'35.01' LARK LANE KINGBIRD DRIVE MERLIN LANEMACAW LANE PINTAIL ROAD OWL DRIVE PARROT STREET HIGHLAND PARK ROAD HIGHLAND PARK ROAD ROSELAWN DRIVE 4.45' 47.55' 115.00'115.00'23.01' 20.00' 39.80' 52.00' 19.95' 114.27' 26.70' PHASE 3 15.26' 36.74' 15.26' 115.00' 115.00' 110.94' 52.00' 40.71' 11.29' N27 °16'22"W164.10' 1 2 3 4 5 6 7 8 9 10 11 15 16 3 4 7 5 6 9 8 10 15 11 14 12 13 16 17 18 19 20 21 22 23 24 2 3 4 5 6 7 8 10 9 12 11 13 14 15 16 17 18 21 19 23 20 22 6 25 24 26 27 3 2 4 5 7 8 9 10 11 12 14 15 17 16 18 19 20 21 22 23 24 25 26 27 2 3 4 5 6 8 9 10 11 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. LOT 13X HOA LOT 13X-HOA LOT 34X-HOA LOT 14X-HOA LOT 29X-HOA LOT 29X HOA LOT 26X-HOA 17 18 19 20 21 22 23 24 25 26 27 29 30 31 32 353637 38 EX. 20' U.E. 100 101 102 103 105104 106 8' U.E. 8' U.E. 18' x 30' U.E. 8' U.E. 8' U.E. 8' U.E. 12 25 1 28 1 13 28 28 12 33 13 1 7 14 114.65'114.33' 19.42' 32.58' 52.00' 115.00' 115.00' S6°42'08"E 117.54' 2 9.15' 99.08' 115.29' 52.00' 115.00' 125.84' 3 43.41'20.39'L34 L 3 5 L37 L32 L31 L30 L33 L36 L 40 L3 9 L45 L46 L49 L52 L53 L50 L38 104.36' 28.17' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 46.32' 514.06' 200.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 5.60' 44.95' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 47.94' 20.06' C138 C139 32.85' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 27.18' 13.82' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 40.14' 38.09' 2.18' L 42 33.92' L44 43.77' 52.07' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 51.00' 52.00' 105.00' 52.00' 11.87' L43 L41 12.29' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' C159 103.35' 52.00' 52.00' 52.00' 45.21' 52.00' 14.16' 94.87' L48 60.40' 52.00' 52.00' 52.00' 61.45' L47 108.00' 52.41' 37.35' 31.35' 52.00' 52.00' 49.34' L51 C162 27.18' 4.39' 45.03' 52.00' 52.00' 52.00' 52.00' 52.00' 52.01' 51.29' 105.47' 105.00' 51.00' 52.00' 52.00' 14.69' C172 C173 C174C175C176C177 C178 C179 19.59'14.70'13.46' C180 C181 102.25' C183 133.16' C184 26.63' C185L5442.80'52.00'24.50' TRACT I PITNER FAMILY LIMITED PARTNERSHIP DOC. NO. 2013-70762 O.R.D.C.T. "ZONE AE" GRAPHICALLY LOCATED BASED ON FEMA FIRM MAP # 48121C0370G EFFECTIVE DATE APRIL 18, 2011 KANSAS CITY SOUTHERN R.R. RAYZOR INVESTMENT LTD VOL.1796, PG. 601 ELDER, CURTIS J & KATHLEEN D VOL. 4522, PG. 1282 CHAMBERLAIN, ALAN & CURTIS VOL. 4542, PG. 0950 EX. 10' S.S.E 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' 65' R.O.W. 32.5' 32.5' CHAMBERLAIN-ELDER UNIT 1; 2H & 3H GAMBLE 1 344' GAMBLE 1 289' TO CHAMBERLAIN-ELDER UNIT 1; 2H & 3H 55' 37' PHASE 3 230' TO MESTA 1 300' 300' R60' R6 0' 92' R.O.W. MCB 16' U.E. 38 BLOCK A BLOCK A S0°15'13"E124.35' S0°15'13"E 115.00' N 20°24'35"E 12 6.3 9'N 59°08'22"E 148.87' S89°59'54"E 121.04' S0°00'06"W 115.00' S27°25'24"E 152.11' S17°25'30"E 133.31' S7°25'37"E 118.10' S0°15'13"E115.00'N30 °15'13"W113.21' S0°15 115 107.34' 115.00' 125.00' 125.00' 125.00' 28.45' 28.45' 28.45' 56.00' 115.00' 115.00' 52.00' 115.00' 52.00' 52.00' 109115.115.115. 115.115.115. 115 115.00' 115.00'115.00' 115.00' 115.00' 115.00' 115.00' C37 N89°59'54"W 142.50' N89°44'47"E 547.06' 52.0' 52.0' 52.0' 52.0' 115.2' 65.4' C65C66 116.93' 113.21' 50.06' 63.25' 113.95' 101.90'55.63' 52.00' 50.03' 50.12' 50.21' 52.00' 1.97' 1.88' 1.79' 10.30' 41.70' 30.19' 21.81' 52.83' 5 5.63'131.72'01'HIG SPARROW STREET SHRIKE STREET 9 12 10 5 11 2 1 4 3 6 8 7 9 8' U.E. 8' U.E. 8' U.E. 8' U.E. 35 36 37 38 39 40 41 42 43 16' U.E. 88 89 90 91 92 93 94 96 95 97 98 99 100 101 102 103 105 104 LOT 10X-HOA 52.00' 38.10' 43.41' 20.39' L55L56 L59 C174 C175 C 176C177 178 19.59' 14.70' C185 C186 51.16' L57 46.75' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 14.43' 52.00' L54 42.80' 52.00' 24.50' 52.00' 39.74' 52.00' 52.00' 100.00' 51.00' 52.00' 52.00' 52.00' L58 46.94' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 51.00' 10 40.09' C198 C210 C211 C212 55' R.O.W. 27.5' 27.5' 55' R.O.W.27.5' 27.5' EXISTING GRAVEL ROADWAY TO BE REMOVED MESTA 1 340' TO MESTA 1 300' PLOTTED BY PFISTER, BROCK 1/31/2020 4:42 PM DWG NAME K:\DAL_CIVIL\069313607-FORESTAR RAYZOR\CAD\PRELIMINARY\PLANSHEETS\P-1_PRELIMINARY PLAT.DWG [P-1 PRELIMINARY PLAT] LAST SAVED 1/31/2020 4:42 PM BEING 213.9613 ACRES OUT OF THE ASA HICKMAN SURVEY, ABSTRACT NO. 521 AND A N B TOMPKINS SURVEY ABSTRACT NO. 1246 IN THE CITY OF DENTON, DENTON COUNTY, TEXAS FORESTAR RAYZOR 13455 Noel Rd. Suite 700 Dallas, TX 75240 Tel: (972) 770-1300 Contact: BEN WILLIAMS, P.E. ENGINEER/SURVEYOR: DESIGNED DRAWN CHECKED SCALE AS SHOWN DATE KH PROJECT NO. OWNER: FOR Rayzor Inv. LTD. 400 W Oak St. Suite 302 Dallas, TX 76201 Tel: (940) 387-8711 Contact: Philip A. Baker RBW January 2020 069313607 CITY PROJECT NUMBER: PP19-0019 SDS SDS ROSELAWN DRIVE R O S E L AW N D R IV E KANSAS CITY SOUTHERN RAIL ROAD I-35 DEVELOPER: Forestar Group 2221 E. Lamar BLVD. Suite 790 Arlington, TX 76006 Tel: (972) 741-7292 Contact: Matt Johnson 00 100' 200' GRAPHIC SCALE 100' VICINITY MAP SCALE:1" = 2000' MATCH LINE SEE SHEET P-3MATCH LINE SEE SHEET P-4 MATCH LINE SEE SHEET P-2 PRELIMINARY PLAT O.R.D.C.T. D.E. U.E. OFFICIAL RECORDS DENTON COUNTY, TEXAS DRAINAGE EASEMENT UTILITY EASEMENT HOA HOMEOWNER'S ASSOCIATION LEGEND B.L. BUILDING LINE STREET NAME CHANGE LINE TYPE LEGEND BOUNDARY LINE EASEMENT LINE SIGHT VISIBILITY TRIANGLE BUILDING LINE RIGHT- OF- WAY LINE R.O.W. RIGHT-OF-WAY W.E. WATER EASEMENT V.E. VISIBILITY EASEMENT P-1 LAND USE SUMMARY: EXISTING USE: 214.0 ACRES AGRICULTURAL & MYSKA AIR FIELD PROPOSED USE: SINGLE - FAMILY: 149.67± ACRES PROPOSED USE:OPEN SPACE/ESA PRESERVATION AREA: 64.23± ACRES VEHICLE TRIP GENERATION: 710 SINGLE FAMILY LOTS @ 9.44 DAILY RATE = 6,703 TRIPS NOTE: VALUES FOR THE VEHICLE TRIP GENERATION WERE CALCULATED FROM THE ITE TRIP GENERATION MANUAL. NOTES: 1. ACCEPTANCE OF THE DRAINAGE FEATURES IDENTIFIED ON THE PRELIMINARY PLAT ARE SUBJECT TO CHANGE DURING THE FINAL PLAT PROCESS AND DO NOT CONSTITUTE SUBSEQUENT APPROVAL OF SAME. THE CITY RESERVES THE RIGHT TO REQUIRE ADDITIONAL DATA OR STUDIES TO ENSURE COMPLIANCE WITH CITY OF DENTON SUBDIVISION AND LAND REGULATIONS, DRAINAGE DESIGN CRITERIA AND COMPREHENSIVE MASTER DRAINAGE PLAN. 2. DISCHARGE FROM ANY DETENTION POND OUTFALL OR STORM DRAIN OUTFALL MAY REQUIRE AN OFFSITE DRAINAGE EASEMENT TO ACCOMMODATE THE FLOW. IF AN OFFSITE DRAINAGE EASEMENT IS REQUIRED, A STUDY SHALL BE MADE OF THE OFF-SITE PROPERTY TO DETERMINE THE SIZE OF THE DRAINAGE EASEMENT TO ACCOMMODATE THE FLOW. REMOVED ESA EXISTING ESA ESA DATA SUMMARY TABLE AREA (AC) 30.1 15.0 PRESERVED ESA 15.1 GAS WELL NOTES: 1. THIS NOTE APPLIES TO THE FOLLOWING LOTS: 1.1. BLOCK A: 1-9; 94-104; 106 1.2. BLOCK C: 1-5; 31-33; 35-44 1.3. BLOCK I: 1-46 / 13 & 34 HOA 1.4. BLOCK J: 1-26 / 26 HOA 1.5. BLOCK K:1-29 / 29 HOA 1.6. BLOCK L: 3-28 1.7. BLOCK M: 1-14 / 14 HOA 1.8. BLOCK O: 4-15 / 10 HOA 1.9. BLOCK P: 11-20 / 16 HOA 1.10. BLOCK Q: 1-13 / 13 HOA 1.11. BLOCK R: 1-12 / 10 HOA 1.12. BLOCK S: 1-14 / 6 HOA 1.13. BLOCK T: 18-21 1.14. BLOCK U: 1-11 / 1 HOA 1.15. BLOCK V: 1-13 / 13 HOA 1.16. BLOCK W: 1-35 / 35 HOA 1.17. BLOCK X: 2-24 / 24 HOA 1.18. BLOCK Z: 40-43 1.19. BLOCK AA: 14-19 / 18 HOA 1.20. BLOCK BB; 1-35 / 15-35 HOA 2. LOT PURCHASERS SHALL BE ADVISED OF THE EXISTENCE OF PRODUCING WELLS ON THE DRILLING AND PRODUCTION SITES, THE POSSIBILITY OF NEW WELLS THAT MAY BE DRILLED AND FRACTURE STIMULATED ON THE DRILLING AND PRODUCTION SITES, AS WELL AS POSSIBILITY THAT GAS WELLS ON THE DRILLING AND PRODUCTION SITES MAY BE RE-DRILLED AND /OR RE-FRACTURE STIMULATED IN THE FUTURE. Planning Approved 02/06/20 Cindy Jackson PP19-0019 P&Z Approved 02/06/20 PP19-0019 P&Z Approved 02/06/20 Cindy Jackson 1115 BLOCK I BLOCK I BLOCK A 52.00' N89°48'31"E 110.73' 20.00' S0°00'06"W 125.45' S0°00'06"W 152.06' S0°00'06"W 108.35' N1 N20°24'35 "E 12 6.39'N59°08'22"E 148.87'S0°00'06"W 115.00' S27°25'24"E152.11'S17°25'30"E133.31'S7°25'37"E118.10'S0°15'13"E 115.00' 125.45' 125.43' 107.34' 115.00' 12.20' 52.00' 23.55' 28.45' 23.55' 28.45' 23.55' 28.45' 118.63' N S37°13'10"E104.09' S89°55'30"W 207.19' C35 S52°46'50"W 62.00' C36 N89°44'47"E 34.29' C37S89°16'19"W585.20' 115.2' 65.4' 153.1' C59 C60 C61 C62 C 65 52.00' 116.76' S19°35'27"E 116.49' 101.90'55.63'50.03' 50.12' 50.21' 10.30' 30.19' 21.81' 55.63'131.72' 32.50' 35.0 1' PINTAIL ROAD 23.01' 20.00' 39.80' 52.00' 19.95' 114.27' N27° 164 8' U.E. 8' U.E. 8' U.E. LOT 13X-HOA LOT 34X-HOA 19 27 29 30 31 32 353637 38 100 101 102 103 105 104 106 8' U.E. 28 33 13 3 43.41'20.39' L49 L52 L53 L50 37.35' 31.35' 52.00' 52.00' 49.34' L51 27.18' 51.00' 52.00' 52.00' 14.69' C172 C173 C174C175C176C177 C178 C179 19.59' 14.70' 13.46' 26.63' C185 L5442.80' 52.00' 24.50' EX. 10' S.S.E 230' TO MESTA 1 R6 0' BLOCK A BLOCK S BLOCK T BLOCK A BLOCK A BLOCK A BLOCK H BLOCK G BLOCK F BLOCK A 3"W113.21'S0°15'13"E 130.28'S0°15'13"E 115.52' N 3 8°03'35"W114.94'S56°12'09"E115.00'N6 0°43'54"W1 1 5.6 0' N65°1 9'53"W115.6 0'S56°12'09"E115.00'N69°55'52"W 115.60' N74°31'51"W 115.60' N79°07'50"W 115.60' N83°43'50"W 115.60' N88°19'49"W 115.60' S89°31'09"W 115.08'S56°34'18"E133.62'S62° 48'4 3"E1 51.23' S69°03'08"E162.82'N9°43'09"E92.04'S8°20'07"W118.15'S1°41'02"W115.31'N0°15'13"W 115.00' N3°28'06"E114.36'N9°43'09"E116.79'S0°15'13"E 115.00' N19°18'19"E114.44'N8°34'02"E114.44'S0°15'13"E 115.00' N0°15'13"W 115.00' S17°34'49"W123.10'S7°34'56"W118.02'N0°15'13"W 115.00' S0°15'13"E 115.00'S6°01'46"W116.44'S9°43'09"W115.00'S9°43'09"W115.00'S9°43'09"W115.00'115.00' 115.00' 115.00' 115.00' 2.00'52.00' 52.00' 52.00' 13.19' 35.73'3 4.21' 14.08' 47.54'115.00' 52.00' 115.00' 115.00' 52.00'115.00' 115.00'115.00'52.00'115.00' 52.00' 15.86' 33.95'115.51' 54.55' 29.73' 22.66'53.33'52.00' 30.11' 115.56'126.66' 115.00'5 2.00'115.00'115.00'115.00' 52.00' 52.00' 5 2.00' 5 2.00' 59.50' 5 9 .6 4'59 .64 '59.64'59.64'59.64'59.64'55.57'52.00' 52.00'52.00'52.00'54.16' 60.31'58.16' 52.00' 115.00'115.00' 115.00'115.18'114.99' 114.99' 114.97' 114.97' S 1 S50 °45'54"W119.62' S46 °46'49"W117.40' N 4 S 42°47'44"W 115.17' S 41 °33'33"W115.00' S 41 °33'33"W 115.00' S41°33'33"W115.00' S41°33'33"W 115.00' S 41°33'33"W115.00' S45°02'06"W 114. 80' S 41°33'33"W 115.00' N73°58'05"E 114.74' N68°48'31"E 114.74' S68 °18'45"W118.47' N63°38'56"E 114.74' S62 °19'39"W118.09' N58°29'22"E 114.74' S56 °20'32"W117.52' N53°19'48"E 114.74' S50°21'26"W 116.77' N48°10'13"E 114.74' S44 °22'19"W115.79' N43°00'39"E 114.74' S41°33'33"W115.00' S 41°33'33"W 115.00' S41°33'33"W115.00' S 41 °33'33"W115.00' S41°33'33"W 115.00' N43°20'13"E 115.19' N53°20'07"E 121.05' S48°26'2 11 S48°26'27"E 115.00'N41°33'33"E 115.00' N41°33'33"E 1 15.00' N49°11'59"E 118.52' N41°33'33"E 115.00' N41°33'33"E 115.00'S54°47'41"E 117.94' N48 °26'27"W115.78' N48°26'27"W115.00'N48°26'27"W115.00'N48°26'27"W115.00'N48°26'27"W115.00'S34°02'06"E116.50'S24°02'13"E116.50' N23°45'51"W 115.00'N23°45'51"W115.00'N48 °26'27"W115.00' N48 °26'27"W115.00' N87°58'59"E 113.74' S73°19'21"W 114.83' S73°19'21"W 114.84' N78°13'12"E 116.50' 15.19' 43.54' 7.89'46.17'5.83' 46.17' 5.83' 44.96' 7.04'8.90 50.21' 3.14' 47.07' 15.18' 35.03'27.19'23.02' 39.14' 11.07' 50.21' 0.76'50.74' 5.94' 46.06' 5.94' 49.01' 2.99' 52.00'1 15.00' 14.36' 38.35' 15.00' 1 15.00' 9.03' 115.00' 9.03' 42.97'1 15.00' 62.72' 52.01' 52.00' 52.00' 115.00'52.00' 115.00'52.00'115.00'52.00' 52.00' 90.41' 68.67' 52.48'52.00' 52.00' 52.00'52.00'115.00'115.00'115.00'43.97' 115.00' 52.00'115.00' 52.00'115.00' 52.00' 115.00' 52.00'115.00' 5 2.00' 52.00' N68 °40'47"W 113.74' 43.99' 46.96' 114.84' 52.00'114.84' 52.00'52.00'60.17' C 7 S41°33'33"W 369.15'N48°26'27"W368.24' C129 N 41°33'33"E 150.08' N48°26'27"W256.52'C10C11 S66°14'09"W325.58' C12 S41°33'33"W3 78.96' C14 N48°26'27"W274.17' C18 N48°26'27"W132.14' C19 C38 C39S33°47'51"W 271.53' C40 C41S80°16'51"E255.53' C42 S89°44'47"W 846.10' C46 N68°13'38"W 99.26' C47 S89°44'03"W 235.74' 115.00' 1 15.00' 115.00' 1 15.00' 115.00'15.29'36.71'15.29' 36.71'15.29'36.71'15.29'49.63'2.37' 1 15.00'61.00'3.22' 47.51' 52.00' S89°36'26"W 264.69' C68 C69 C70 C78 C79 C80 C81 C92 C98 C99 C 100 C C 102 C105 C106 116.93' 61.00'113.21'50.06'63.25'113.95'32.18'17.83'46.68'52.28'114.89' 9.03' 61.00' 52.00'52.00'S9°43'09"W115.00'S89°31'09"W 115.08' 51.38' 5 0.08' S48°26'27"E 114.84' 52.00' C121 PARVIN STREET FLYCATCHER DR FLOWERS DRIVE HAWK DRIVE GROUSE DRIVE T O U C AN DRIV E McCORMICK STREET McCO PHASE 1 PHASE 2 23.71' 13524 1 2 5 3 9 4 7 6810 26 29252728 3130 14 15 16 17 26 25 16 17 18 19 20 21 22 23 24 25 26 27 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 1 2 3 4 5 6 7 8 9 10 11 12 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. LOT 6X-HOA LOT 24X-HOA LOT 25X-HOA 18 19 20 21 22 23 LOT 33X-HOA 18 19 27 29 28 33 34 36 38 35 37 39 40 41 42 43 44 45 46 47 48 51 49 52 50 59 53 55 54 56 57 58 61 60 62 63 16' U.E. 66 68 69 71 67 73 70 72 75 77 76 74 79 78 82 84 80 81 85 83 87 86 88 89 27 28 29 30 31 32 33 16' U.E.16' U.E. 18' x 30' U.E. 61.19' 38.10' 66.14' N46°33'12"W119.09'L114 L115 L113 L27L26 L29 L28 L25L24 L23 L20 L19 L22 5 L66 L68 L82 L83L87 L84 L86 L85L89 L88L90C199 C200 C201 C20 2 C203 C204C205 C206C207 C208 C209 40.09'52.00' 105.00'51.00' 52.00' 43.52' 11.72' C 217 C 218 C 2 19 C220 C 221 C22 2 C 22 3C224C225C226C227C 228 52.00' 52.00' 52.00' 36.86' 52.00' 52.00' 52.00' 52.00' 24.23' 159.99' 58.09' C231 C 232 C216C229 C230 5.37'52.00' 47.85' 52.00' 52.00' 52.00' 13.50' 38.46' 52.00' 52.00' 52.00' 52.00' 1 0.73'52.00' 52.00' 52.00' 5 2.00' 52.80'27.69'23.48'52.00'C233103.88'138.40' 52.00' 52.00' 2.00' 2.00' 52.00' 52.00' 52.00' 9.29' L67 798.47' 200.00' 200.00' 99.26' 9 9.26' 235.74' 141.94' 17.63236.67' C C116 C117 C118 C120 C122 27.56'52.00'52.00'52.00' 52.00' C330130.89' 111.16'C123 C124 C12542.77'52.00' 37.37' C C132 C131 C130 C128 C127 C126 C148 C147 C149 C150 C151 35.87'52.00'44.27' C152 C153 C154 1 13.68' 51.00'52 .00'52.00'52.00'68.99' 42.66' 352.00'52.00'52.00'52.00'51.00' 51.00'52.00'52.00'52.00'52.00'43.31'105.00' 27.42' 52.00' 13.42' 52.00' 52.00' 52.00' 52.00' 52.00' 43.73' 50.58'52.00' 52.00'52.00' 52.00' 67.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 2.82' 12.14' 26.53' 52.00'52.00' McCORMICK S "ZONE A" GRAPHICALLY LOCATED BASED ON FEMA FIRM MAP # 48121C0360G AND FIRM MAP # 48121C0370G EFFECTIVE DATE APRIL 18, 2011 EX. 20' S.S.E 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5'27.5' 55' R.O.W. 2 7 .5' 27.5'55' R.O.W.27.5'27.5'EXISTING GRAVEL ROADWAY TO BE REMOVED EXISTING GRAVEL ROADWAY TO BE REMOVED PHASE 1 PHASE 2 BLOCK A BLOCK Q BLOCK R BLOCK R BLOCK S BLOCK S BLOCK T BLOCK P BLOCK A BLOCK A BLOCK A BLOCK H BLOCK O BLOCK A S0°15'13"E 124.35' S0°15'13"E 115.00' N 20°24'35 "E 12 6.39' N 59°08'22"E 148.87' S89°59'54"E 121.04' S0°00'06"W 115.00' S27°25'24"E 152.11' S17°25'30"E 133.31' S7°25'37"E 118.10' S0°15'13"E115.00'N30 °15'13"W113.21' S0°15'13"E130.28' S0°15'13"E115.52'N38°03'35"W114.94' S 56°12'09"E 115.00' N6 0°43'54"W1 1 5.60' N 65°1 9'53"W115.6 0' S56°12'09"E 115.00' N6 9°55'52"W 1 15.60' N74°31'51"W 115.60' N79°07'50"W 115.60' N83°43'50"W 115.60' N 88°19'49"W 1 15.60' S89°31'09"W 115.08'S56°34'18"E 133.62' S 62° 48'4 3"E 1 51.23' S69°03'08"E 162.82'N9°43'09"E92.04' S8°20'07"W118.15' S1°41'02"W 115.31'N0°15'13"W115.00'N3°28'06"E 114.36' N9°43'09"E 116.79'S0°15'13"E115.00'S0°15'13"E 115.00' S0°15'13"E 115.00' N19°18'19"E 114.44' N8°34'02"E 1 14.44'S0°15'13"E115.00'N0°15'13"W115.00'S 17°34'49"W123.10' S7°34'56"W 1 18.02'N0°15'13"W115.00'S0°15'13"E 115.00' S0°15'13"E115.00' S0°15'13"E 115.00' N0°15'13"W 115.00' N89°59'54"W 115.00' S89°59'54"E 125.00' S89°59'54"E 125.00' S89°59'54"E 113.14' S0°15'13"E 115.00' S0°15'13"E115.00'S6°01'46"W116.44'S9°43'09"W115.00'S9°43'09"W115.00'S9°43'09"W115.00'S89°59'54"E 125.00' 107.34' 115.00' 125.00' 125.00' 125.00' 125.00' 125.00' 28.45' 28.45' 28.45' 56.00' 115.00' 115.00' 52.00' 115.00' 52.00' 115.00' 52.00' 115.00' 52.00' 115.00' 52.00' 115.00' 52.00' 115.00' 52.00' 115.00' 52.00' 115.00' 52.00' 52.00' 125.00' 125.00' 125.00' 125.00' 125.00' 125.00' 138.43' 115.00' 115.00' 52.00' 109.43' 109.42' 109.40' 109.45' 52.01' 115.00' 52.00' 115.00' 115.00' 52.00' 115.00' 115.00' 52.00' 115.00' 52.00' 115.00' 115.00' 52.00' 115.00' 52.00' 115.00' 52.00' 115.00' 115.00' 115.00' 61.00' 52.00' 52.00' 115.00'115.00' 52.00' 115.00' 52.00' 115.00' 115.00' 52.00' 115.00'115.00'52.00' 115.00' 115.00' 52.00' 115.00'115.48' 52.00' 115.00'114.52' 115.00' 115.00' 115.00' 115.48' 114.52' 115.00'115.00'115.00'115.00'52.00' 52.00' 5 2.00' 52.00' 52.00' 52.00' 13.19' 35.73' 34.21' 14.08' 4 7.54' 60.58' 52.00' 115.00' 115.00' 52.00' 115.00' 52.00' 115.00' 115.00' 52.00' 115.00' 115.00' 52.00' 115.00' 115.00' 52.00' 115.00'52.00'115.00'115.00'52.00' 115.00'115.00'1 15.00' 52.00' 115.00'52.00' 15.86' 33.95' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.51'54.55' 29.73' 22.66' 53.33' 52.00' 30.11' 1 15.56'126.66'115.00' 5 2.00'115.00' 115.00' 115.00' 52.00' 52.00' 52.00' 5 2.00' 5 9.50' 5 9 .64 ' 59 .6 4' 59.64' 59.64' 59.64' 59.64' 55.57' 115.00' 115.00' 52.00' 115.00' 115.00' 52.00' 52.00' 52.00' 115.00' 107.45'7.54' 44.91' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 54.16' 60.31' 58.16' 52.00'115.00' 115.00' 115.00'115.00' 115.00' 115.00'115.00'115.00'115.18'S 41 15 N49°11'59"E 118.52' N 41°33'33"E 115.00'N 11 N4 8°26'27"W115.00' N48°26'27"W115.00' N4 8°26'27"W115.00' S34°02'06"E 116.50' S24°02'13"E 116.50' N23 °45'51"W 1 15.00' N23°45'51"W115.00' 52.00' 1 15.00' 38.35' 52.01' 52.00' 52.00' 115.00' 52.00' 115.00' 52.00'115.00' 52.00' 52.00' 90.41' 68.67' 5 2.48'52.00' 52.00'52.00' 52.00' 115.00' 115.00'115.00' S41 °33'33"W 369.15' N48°26'27"W256.52 C10 C11 S66°14'09"W325.58' C37 S0°00'06"W 874.87' N89°59'54"W 142.50' N0°00'06"E 905.32' S89°59'54"E 152.50' N89°44'47"E 963.58' N89°59'54"W 32.50' N89°44'47"E 547.06' N0°15'13"W 285.00' N89°44'47"E 729.81' C38 C39 S33°47'51"W 271.53' C40 C 41S80°16'51"E255.53' C42 N89°44'47"E 631.68' N0°00'06"E 285.00'C43 C44 S60°26'12"W 105.66' N 68°13'38"W 99.26' C47 115.00' 0 '3 6.71'49.63'2.37' 115.00' 61.00' 3.22' 47.51' 52.00' S0°00'06"W 1339.36' N89°37'21"W 180.39' 52.0' 52.0' 52.0' 52.0' 52.0' 52.0' 52.0' 52.0' 61.0' 61.0' 52.0' 52.0' 55.0' 52.0' 52.0' 52.0' 52.0' 115.2' 65.4' C65C66 C67 C68 C69 C70 C73C74 C75 C76 C80 C 81 C98 C99 116.93' 61.00' 113.21' 50.06' 63.25' 113.95' 101.90' 55.63' 52.00' 50.03' 50.12' 50.21' 52.00' 1.97' 1.88' 1.79' 10.30' 41.70' 30.19' 21.81' 52.83' 5 5.63'32.18'17.83' 4 6.68'52.28'131.72'01' 97.99' 20.0 0' 52.00'52.00'S9°43'09"W115.00'S89°31'09"W 115.08'HIGHLAND PARK ROAD HIGHLAND PARK ROAD STARLING STREET SWIFT STREET WOODPECKER STREET SPARROW STREET SWALLOW STREET BUZZARD ROAD WREN LANE T O U C AN DRIV E STORK STREET SHRIKE STREET McCORMICK STRE PHASE 2 PHASE 2 2 3.71' 1 2 3 4 5 6 7 8 9 1 2 3 4 5 6 7 8 9 12 10 5 11 2 1 4 3 1 6 8 7 3 9 5 2 4 7 6 8 9 10 11 12 13 14 15 1 2 5 3 9 4 7 6 8 10 11 12 13 14 15 16 17 18 19 20 21 22 23 26 24 29 25 27 28 31 30 1 2 3 4 7 8 5 9 10 11 12 13 14 15 16 17 17 18 19 3 4 5 6 7 8 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. BLOCK I 11 12 LOT 10X-HOA LOT 6X-HOA LOT 6X-HOA 18 19 20 21 22 23 LOT 33X-HOA 35 36 37 38 39 40 41 42 43 44 45 46 36 38 35 37 39 40 41 42 43 44 45 46 47 16' U.E. LOT 1X-HOA 66 68 69 71 67 73 70 72 75 77 76 74 79 78 82 84 80 81 85 83 87 86 88 89 90 91 92 93 94 96 95 97 98 99 100 101 102 103 105 104 12 11 14 13 16 15 17 17 18 19 18 20 21 22 24 23 26 25 27 LOT 13X-HOA 28 29 30 31 32 LOT 10X-HOA LOT 16X-HOA 33 19 16' U.E. 52.00' 61.19' 38.10' 4 3.41'20.39' 66.14' N4 6°33'12"W119.09' L 27L26 L 25L55 L56 L63 L75 L74 L76 L73 L72L70 L65 L61 L69 L77 L 80 L 78 L79 L66 L68 L82 L 83 L59 C174 C175 C176 C 177 178 19.59' 14.70' C185 C186 51.16' L57 46.75' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 14.43' 52.00' L54 42.80' 52.00' 24.50' 52.00' 39.74' 52.00' 52.00' 51.00' 52.00' 52.00' L62115.00' 100.00' 51.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 50.91' 100.00' 612.47' 51.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 45.91' L60 200.00' L58 46.94' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 51.00' 105.00' 105.00' C 199 C200 C201 C20 2 C203 C204 C205 C206 C207 C208 C209 4 0.09' 52.00' 1 05.00'51.00' 52.00' 43.52' C198 C210 C211 C212 11.72' C 217 C 218 C 2 19 C220 C 221 C 222 C 22 3C224 C225 C 226C227 C228 115.00' 51.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 14.17' 49.66' 51.42' 100.00' 169.00' 168.71' 100.00' 50.91' 52.00' 52.00' 47.40' 105.00' 105.00' L81 51.54' 51.54' 52.46' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 36.86' 50.06' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 24.23' 159.99' 58.09' C 231 C232 C216 C229 C230 5.37'52.00' 47.85' 52.00' 52.00' 52.00' 13.50' 38.46' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 27.91' 1 0.73'5 2.00' 52.00' 52.00' 52.00' 5 2.80' 27.69'23.48' 5 2.00' C233 103.88'138.40' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 46.94' L64 200.00' L71 45.91' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 9.29' L67 105.66' 99.26' C214 C213 180.39' 52.0052.00'52.00' C330 130.89' 11 5 2.00' 52.00' 52.00' 52.00' 4 3.73' 50.58'52.00' 52.00'52.00'52.00' HIGHLAND PARK RD. BALTAZAR MESTA DOC. NO. 2004-57002 O.R.D.C.T. D.R.D.C.T. "ZONE A" GRAPHICALLY LOCATED BASED ON FEMA FIRM MAP # 48121C0360G AND FIRM MAP # 48121C0370G EFFECTIVE DATE APRIL 18, 2011 EX. 20' S.S.E 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' 55' R.O.W.27.5' 27.5' 55' R.O.W.27.5' 27.5' 55' R.O.W.27.5' 27.5' 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5'27.5' 55' R.O.W. 27.5'27.5' 65' R.O.W. 32.5' 32.5' EXISTING GRAVEL ROADWAY TO BE REMOVED EXISTING GRAVEL ROADWAY TO BE REMOVED MESTA 1 PHASE 2 PHASE 2 340' TO MESTA 1 300' R60' BLOCK S BLOCK A 115.60' S89°31'09"W 115.08' S0°15'13"E115.00'S0°15'13"E115.00'S 6°01'46"W1 16.44'S 9°43'09"W115.00'S 9°43'09"W115.00' 9°43'09"W 115.00'55.57'115.00'107.45'7 .54' 44.91' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00'52.00' 52.00' 52.00' 54.16'60.31' 58.16' 52.00' 115.00'115.00'115.00' 115.00'115.00'115.00'115.00'115.00'1 15.18'N89°31'09"E 114.99' N89°31'09"E 114.99' N89°31'09"E 114.97' N89°31'09"E 114.97' S89°31'09"W 115.00' 115.00' 114.58' 24.81' 27.19' 52.00'52.00' 5 117.42' C43 S19°05'52"E301.86' S60°26'12"W 105.66' C45 S89°44'47"W 846.10' C46 N68°13'38"W 99.26' C47 S89°44'03"W N89°37'21"W180.39' S0°48'59"E281.50' C 76 C77 C78 C79 C80 C81 125.00' 5 52.00'52.00' 43'09"W 115.00' S89°31'09"W 115.08' PARVIN STREET PARVIN STREET PHASE 2 7 8 9 10 11 12 13 14 15 16 17 1 1 1 23 24 8' U.E. LOT 6X-HOA LOT 6X-HOA LOT 35X-HOA LOT 24X-HOA LOT 25X-HOA 18 19 20 21 22 23 34 LOT 1X-HOA LOT 1X-HOA 66 67 18' x 30' U.E. L 80 L 78 L79 L87 L84 L86 L85 L89 L88 L90 L93 22827.69'23.48' 52.00'1 03.88'798.47' 105.66' 105.66' C215 200.00' 200.00' 99.26' 99.26' 235.74' 141.94' C214 243.49' 222.84' 52.025.30' L92 53.60' L9142.34' 52 52.00' 17.67' 52.00' 52.00' 52.00' 5 33.99' 200.00' HIGHLAND PARK RD. MICHAEL HARRY DRURY VOL. 708, PG. 979 D.R.D.C.T. 65' R.O.W. 32.5' 32.5' PHASE 2 PLOTTED BY PFISTER, BROCK 1/31/2020 4:43 PM DWG NAME K:\DAL_CIVIL\069313607-FORESTAR RAYZOR\CAD\PRELIMINARY\PLANSHEETS\P-1_PRELIMINARY PLAT.DWG [P-2 PRELIMINARY PLAT] LAST SAVED 1/31/2020 4:42 PM BEING 213.9613 ACRES OUT OF THE ASA HICKMAN SURVEY, ABSTRACT NO. 521 AND A N B TOMPKINS SURVEY ABSTRACT NO. 1246 IN THE CITY OF DENTON, DENTON COUNTY, TEXAS FORESTAR RAYZOR 13455 Noel Rd. Suite 700 Dallas, TX 75240 Tel: (972) 770-1300 Contact: BEN WILLIAMS, P.E. ENGINEER/SURVEYOR: DESIGNED DRAWN CHECKED SCALE AS SHOWN DATE KH PROJECT NO. OWNER: FOR Rayzor Inv. LTD. 400 W Oak St. Suite 302 Dallas, TX 76201 Tel: (940) 387-8711 Contact: Philip A. Baker RBW January 2020 069313607 CITY PROJECT NUMBER: PP19-0019 SDS SDS ROSELAWN DRIVE R O SEL AW N D R IV E KANSAS CITY SOUTHERN RAIL ROAD I-35 DEVELOPER: Forestar Group 2221 E. Lamar BLVD. Suite 790 Arlington, TX 76006 Tel: (972) 741-7292 Contact: Matt Johnson 00 100' 200' GRAPHIC SCALE 100' VICINITY MAP SCALE:1" = 2000' MATCH LINE SEE SHEET P-1 MATCH LINE SEE SHEET P-4 MATCH LINE SEE SHEET P-5 PRELIMINARY PLAT O.R.D.C.T. D.E. U.E. OFFICIAL RECORDS DENTON COUNTY, TEXAS DRAINAGE EASEMENT UTILITY EASEMENT HOA HOMEOWNER'S ASSOCIATION LEGEND B.L. BUILDING LINE STREET NAME CHANGE LINE TYPE LEGEND BOUNDARY LINE EASEMENT LINE SIGHT VISIBILITY TRIANGLE BUILDING LINE RIGHT- OF- WAY LINE R.O.W. RIGHT-OF-WAY W.E. WATER EASEMENT V.E. VISIBILITY EASEMENT P-2 LAND USE SUMMARY: EXISTING USE: 214.0 ACRES AGRICULTURAL & MYSKA AIR FIELD PROPOSED USE: SINGLE - FAMILY: 149.67± ACRES PROPOSED USE:OPEN SPACE/ESA PRESERVATION AREA: 64.23± ACRES VEHICLE TRIP GENERATION: 710 SINGLE FAMILY LOTS @ 9.44 DAILY RATE = 6,703 TRIPS NOTE: VALUES FOR THE VEHICLE TRIP GENERATION WERE CALCULATED FROM THE ITE TRIP GENERATION MANUAL. NOTES: 1. ACCEPTANCE OF THE DRAINAGE FEATURES IDENTIFIED ON THE PRELIMINARY PLAT ARE SUBJECT TO CHANGE DURING THE FINAL PLAT PROCESS AND DO NOT CONSTITUTE SUBSEQUENT APPROVAL OF SAME. THE CITY RESERVES THE RIGHT TO REQUIRE ADDITIONAL DATA OR STUDIES TO ENSURE COMPLIANCE WITH CITY OF DENTON SUBDIVISION AND LAND REGULATIONS, DRAINAGE DESIGN CRITERIA AND COMPREHENSIVE MASTER DRAINAGE PLAN. 2. DISCHARGE FROM ANY DETENTION POND OUTFALL OR STORM DRAIN OUTFALL MAY REQUIRE AN OFFSITE DRAINAGE EASEMENT TO ACCOMMODATE THE FLOW. IF AN OFFSITE DRAINAGE EASEMENT IS REQUIRED, A STUDY SHALL BE MADE OF THE OFF-SITE PROPERTY TO DETERMINE THE SIZE OF THE DRAINAGE EASEMENT TO ACCOMMODATE THE FLOW. REMOVED ESA EXISTING ESA ESA DATA SUMMARY TABLE AREA (AC) 30.1 15.0 PRESERVED ESA 15.1 GAS WELL NOTES: 1. THIS NOTE APPLIES TO THE FOLLOWING LOTS: 1.1. BLOCK A: 1-9; 94-104; 106 1.2. BLOCK C: 1-5; 31-33; 35-44 1.3. BLOCK I: 1-46 / 13 & 34 HOA 1.4. BLOCK J: 1-26 / 26 HOA 1.5. BLOCK K:1-29 / 29 HOA 1.6. BLOCK L: 3-28 1.7. BLOCK M: 1-14 / 14 HOA 1.8. BLOCK O: 4-15 / 10 HOA 1.9. BLOCK P: 11-20 / 16 HOA 1.10. BLOCK Q: 1-13 / 13 HOA 1.11. BLOCK R: 1-12 / 10 HOA 1.12. BLOCK S: 1-14 / 6 HOA 1.13. BLOCK T: 18-21 1.14. BLOCK U: 1-11 / 1 HOA 1.15. BLOCK V: 1-13 / 13 HOA 1.16. BLOCK W: 1-35 / 35 HOA 1.17. BLOCK X: 2-24 / 24 HOA 1.18. BLOCK Z: 40-43 1.19. BLOCK AA: 14-19 / 18 HOA 1.20. BLOCK BB; 1-35 / 15-35 HOA 2. LOT PURCHASERS SHALL BE ADVISED OF THE EXISTENCE OF PRODUCING WELLS ON THE DRILLING AND PRODUCTION SITES, THE POSSIBILITY OF NEW WELLS THAT MAY BE DRILLED AND FRACTURE STIMULATED ON THE DRILLING AND PRODUCTION SITES, AS WELL AS POSSIBILITY THAT GAS WELLS ON THE DRILLING AND PRODUCTION SITES MAY BE RE-DRILLED AND /OR RE-FRACTURE STIMULATED IN THE FUTURE. Planning Approved 02/06/20 Cindy Jackson PP19-0019 P&Z Approved 02/06/20 PP19-0019 P&Z Approved 02/06/20 Cindy Jackson 1116 S0°11'29"E 584.28' C27 HIGHLAND PARK ROAD 8' U.E. 18' x 30' U.E. 8' U.E. L30 514.06' C181 2.25' "ZONE AE" GRAPHICALLY LOCATED BASED ON FEMA FIRM MAP # 48121C0370G EFFECTIVE DATE APRIL 18, 2011 EX. 10' S.S.E R.O.W. 32.5' 5' BLOCK C BLOCK B BLOCK A BLOCK C BLOCK C S0°00'32"W 119.23' S0°00'32"W 121.20' S0°00'32"W 115.00' S0°00'32"W 115.00' S82°19'12"W 130.01' S78°52'55"W 140.92' N89°59'28"W 145.27' N89°59'28"W 145.27' N89°59'28"W 145.27' N82°45'34"W 142.57' N82°45'34"W 135.98' N83°54'54"W 129.25' N88°30'53"W 125.25' N89°59'28"W 125.00' N89°41'06"W 145.27' N89°59'28"W 145.27' N89°59'28"W 125.00' N89°59'28"W 117.05' N89°59'28"W 111.95' S0°24'28"E 125.00'S0°24'28"E 125.00'S0°24'28"E 122.61'S0°24'28"E 115.00'N0°24'28"W 123.75' S28°51'47"E 121.98' S65°16'5 0"E 143.78' N78°18'06"E 129.06' N41°53'03"E 176.57' N5°27'59"E115.92' N0°24'28"W 134.00' N0°24'28"W 147.50' N0°24'28"W 143.50' N31 °25'45"W174.99' N70 °09'31"W 131.31' S89°46'39"W 125.00' S89°46'39"W 125.00' 125.00' N89°59'28"W 115.95' S89°46'39"W 115.00' N89°59'28"W 116.47' N89°59'28"W 115.00' 115.00' N89°59'28"W 115.00'114.55' 118.40' 119.10' 119.80' 120.50' 52.00'52.00'52.00'52.00' 52.00' 52.00' 61.00' 52.00' 52.00' 52.00' 52.00' 52.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' 115.00' N89°14'11"E 115.44' 125.00' 125.00' 125.00' 125.00' 115.00' 52.55' 28.97' 52.00' 52.00' 30.96' 52.00'115.00' 115.28' 52.68' 115.28' 123.75' 61.34' 125.00' 125.00' 125.00' 125.00' 125.00' 115.95' 52.00' 4.00' 40.90' 65.09' 59.68' 42.81' 52.00' 52.00' 52.00' 52.00' 145.27' 51.73' 46.17' 52.42' 54.64' 60.71' 54.71' 52.00' 44.36' 10.33' 52.00' 52.00' 52.00' 52.00' 52.00' 35.64' 63.46' 123.55' 137.99' 27.21' 141.19'61.81'52.00'52.00'128.96' 55.84' 133.02' 88.91' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00'N0°13'21"W 192.03'S89°35'32"W 724.11' N0°00'32"E 153.38' N0°00'32"E 139.70' N0°13'21"W 302.49' N89°35'32"E 180.67' C20 N0°00'32"E 210.57'C21 C22S0°00'32"W 255.56' C8C25 N89°59'28"W 386.45' N0°00'32"E 285.00' S89°59'28"E 386.09' 11.72'N89°35'32"E 519.00' S0°00'32"W 325.00' N89°35'32"E 340.00' N0°00'17"E 787.92' C103 C107 C108 C110 C97 C 96 C24 C23 N89°44'37"E 2042.92' 115.00' 115.00' 118.71' N89°59'31"E 116.83' S51°45'53"E 122.43' S30°42'43"E 119.92' 121.93' 115.00' 11.10' 90.63' 52.03' 52.46' 52.00' 97.41' N 2 1°45'55"E 128.71' 26.00' 26.81'4 9.04 ' 16.10' 54.45' 49.41' 45.07' N0°24'21"E 128.30' 20.00' N58°38'10"E 98.59' 21.09' 46.00' 57.42' BLACK BIRD DRIVE EGRET LANE CRANE DRIVE GOOSE LANE DOVE LANE SEAGULL DRIVE GOLDFINCH DRIVEROSELAWN DRIVE PHASE 1 1 2 3 4 5 6 7 9 1 2 3 4 5 6 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 1 237 38 1 31 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 20' U.E. LOT 32X-HOA LOT 17X-HOA LOT 17X-HOA 8' U.E. 18' x 30' U.E. 30' U.E. 10 11 14 15 16 12 13 8 L2 L1 L3 L4 L5 L6 L7 L8 L 9 L10 L13 L14 L15 L16 C4 C5 C6 C9 C72C86 C87 C33C34C7150.12' 52.00' 52.00 '52.00' 49.45' 46.29'38.94' 35.31' 52.00' 52.00' 44.13' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 51.74' 113.75' 113.75' 50.94' 27.95' 20.1 9' 20.19' 31.43' 39.52' 54.08' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00'301.90' 85.23' C240 171.60' 114.74' 62.74' 52.00' 52.00' 22.80' 105.00' 105.00' 51.00' 52.00' 52.00' 52.00' 52.00' 52.00' 210.00' 52.00' 52.00' 52.00' 52.00' 52.00' 51.00' 46.80' 52.00' 52.00' 52.00' 52.00' 48.45' 210.01' L11 L12 30.52' 52.00' 102.40' 17.74' 52.00' 3.80' 52.00' 52.00' 211.95' 55.99' 2.58' 52 C2 26.87' 24.87'25.84' 20.00' 30.74' 14.07' LOT 1, BLOCK A ROSELAWN ELEVATED STORAGE TANK ADDITION CAB. Y, PG. 777 P.R.D.C.T. LOT 1, SORRELLS- MCBRIDE ACRES CAB. X, PG. 749 P.R.D.C.T. LOT 2, SORRELLS- MCBRIDE ACRES LOT 3, SORRELLS- MCBRIDE ACRES ROSELAWN ACRES ADDITION CAB. U, PG. 126, P.R.D.C.T. LOT 1 LOT 2 MARC S. CULP DOC. NO. 2001-3928 O.R.D.C.T. TED C. MEADOR DOC. NO. 2001-5374 O.R.D.C.T. TONJIA KIM TAYLOR ROAN DOC. NO. 2001-61729 O.R.D.C.T. THOMAS A. GARBACIK AND MARY JOANN GARBACIK VOL. 566, PG. 151 D.R.D.C.T. LEE ANNE TODD DOC. NO. 1994-1091 O.R.D.C.T. RAYZOR INVE TRACT LINE EX. 20' S.S.E 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' SORRELLS-McBRIDE 1 877' S O R R E LLS-McB RID E 1 862' SORRELLS B1 SORRELLS B1 79' R.O.W. 55' 24' 90' R.O.W. 55' 35' PHASE 1 300' 300' R60' BLOCK A S89°46'39"W 125.00' S89°46'39"W 125.00' S88°30'51"W 125.26' S85°22'12"W128.12' S89°46'39"W 115.00' N89°59'28"W 116.47' N89°59'28"W 116.47' S89°46'39"W 115.00' N89°11'31"E 114.96' S86°37'40"W 117.63' N85°21'35"E 114.81' S82°38'35"W 119.81' 11 S78°39'3 115.00' N89°59'28"W 115.00' N89°59'28"W 115.00' N89°26'49"E 114.97' S86°16'05"W 115.39' N84°17'14"E 114.74' S80°16'58"W 116.78' N79°07'40"E 114.74' S74°17'52"W 117.86' N38 °20'19"W116.24' 6'27"E 115.00' 48.01' 3.99' 51.80' 1.94' 48.73' 10.17' 40.90' 11.10' 40.70' 17.49' 32.71' 29.35' 20.86' 41.31' 0' 52.00' 68.72' 66.26' 116.24' 20.00' 115.27' 111.15' 1 20.00' 52.00'52.00' 115 43.17' 9.07' 42.97' 9.03' 42.97' 115.00' 52.00' 52.00' 54.32' 57.91' 5192.03'153.38' 139.70' N0°13'21" C101 C103 C104 S48°26'27"E154.68' 124.60' 98.65' 30.63' 32.50' VE HORN BILL STREET 50 51 52 53 54 1 2 3 4 5 34 35 36 37 38 1 2 3 4 5 28 29 30 31 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. LOT 17X-HOA 20 21 22 23 24 30 31 32 52.00' 52.00' 31.10' C197 C195 C193 52.00' 19.48' 102.40' C111 C112 C113 C114 C115 52.00' 46.34' C136 C135 C134 52.00' 52.00' 7.88' 55.99' 52.00'44.05' C137 C140 C141 C192 C194 C196 34.59' 44.99' 52.00' 28.11' 14.16' 46.50' 55' R.O.W. 27.5'27.5' R60' PLOTTED BY PFISTER, BROCK 1/31/2020 4:43 PM DWG NAME K:\DAL_CIVIL\069313607-FORESTAR RAYZOR\CAD\PRELIMINARY\PLANSHEETS\P-1_PRELIMINARY PLAT.DWG [P-3A PRELIMINARY PLAT] LAST SAVED 1/31/2020 4:42 PM BEING 213.9613 ACRES OUT OF THE ASA HICKMAN SURVEY, ABSTRACT NO. 521 AND A N B TOMPKINS SURVEY ABSTRACT NO. 1246 IN THE CITY OF DENTON, DENTON COUNTY, TEXAS FORESTAR RAYZOR 13455 Noel Rd. Suite 700 Dallas, TX 75240 Tel: (972) 770-1300 Contact: BEN WILLIAMS, P.E. ENGINEER/SURVEYOR: DESIGNED DRAWN CHECKED SCALE AS SHOWN DATE KH PROJECT NO. OWNER: FOR Rayzor Inv. LTD. 400 W Oak St. Suite 302 Dallas, TX 76201 Tel: (940) 387-8711 Contact: Philip A. Baker RBW January 2020 069313607 CITY PROJECT NUMBER: PP19-0019 SDS SDS ROSELAWN DRIVE R O S E L AW N D R IV E KANSAS CITY SOUTHERN RAIL ROAD I-35 DEVELOPER: Forestar Group 2221 E. Lamar BLVD. Suite 790 Arlington, TX 76006 Tel: (972) 741-7292 Contact: Matt Johnson 00 100' 200' GRAPHIC SCALE 100' MATCH LINE SEE SHEET P-1 MATCH LINE SEE SHEET P-4 VICINITY MAP SCALE:1" = 2000' PRELIMINARY PLAT O.R.D.C.T. D.E. U.E. OFFICIAL RECORDS DENTON COUNTY, TEXAS DRAINAGE EASEMENT UTILITY EASEMENT HOA HOMEOWNER'S ASSOCIATION LEGEND B.L. BUILDING LINE STREET NAME CHANGE LINE TYPE LEGEND BOUNDARY LINE EASEMENT LINE SIGHT VISIBILITY TRIANGLE BUILDING LINE RIGHT- OF- WAY LINE R.O.W. RIGHT-OF-WAY W.E. WATER EASEMENT V.E. VISIBILITY EASEMENT P-3 LAND USE SUMMARY: EXISTING USE: 214.0 ACRES AGRICULTURAL & MYSKA AIR FIELD PROPOSED USE: SINGLE - FAMILY: 149.67± ACRES PROPOSED USE:OPEN SPACE/ESA PRESERVATION AREA: 64.23± ACRES VEHICLE TRIP GENERATION: 710 SINGLE FAMILY LOTS @ 9.44 DAILY RATE = 6,703 TRIPS NOTE: VALUES FOR THE VEHICLE TRIP GENERATION WERE CALCULATED FROM THE ITE TRIP GENERATION MANUAL. NOTES: 1. ACCEPTANCE OF THE DRAINAGE FEATURES IDENTIFIED ON THE PRELIMINARY PLAT ARE SUBJECT TO CHANGE DURING THE FINAL PLAT PROCESS AND DO NOT CONSTITUTE SUBSEQUENT APPROVAL OF SAME. THE CITY RESERVES THE RIGHT TO REQUIRE ADDITIONAL DATA OR STUDIES TO ENSURE COMPLIANCE WITH CITY OF DENTON SUBDIVISION AND LAND REGULATIONS, DRAINAGE DESIGN CRITERIA AND COMPREHENSIVE MASTER DRAINAGE PLAN. 2. DISCHARGE FROM ANY DETENTION POND OUTFALL OR STORM DRAIN OUTFALL MAY REQUIRE AN OFFSITE DRAINAGE EASEMENT TO ACCOMMODATE THE FLOW. IF AN OFFSITE DRAINAGE EASEMENT IS REQUIRED, A STUDY SHALL BE MADE OF THE OFF-SITE PROPERTY TO DETERMINE THE SIZE OF THE DRAINAGE EASEMENT TO ACCOMMODATE THE FLOW. REMOVED ESA EXISTING ESA ESA DATA SUMMARY TABLE AREA (AC) 30.1 15.0 PRESERVED ESA 15.1 GAS WELL NOTES: 1. THIS NOTE APPLIES TO THE FOLLOWING LOTS: 1.1. BLOCK A: 1-9; 94-104; 106 1.2. BLOCK C: 1-5; 31-33; 35-44 1.3. BLOCK I: 1-46 / 13 & 34 HOA 1.4. BLOCK J: 1-26 / 26 HOA 1.5. BLOCK K:1-29 / 29 HOA 1.6. BLOCK L: 3-28 1.7. BLOCK M: 1-14 / 14 HOA 1.8. BLOCK O: 4-15 / 10 HOA 1.9. BLOCK P: 11-20 / 16 HOA 1.10. BLOCK Q: 1-13 / 13 HOA 1.11. BLOCK R: 1-12 / 10 HOA 1.12. BLOCK S: 1-14 / 6 HOA 1.13. BLOCK T: 18-21 1.14. BLOCK U: 1-11 / 1 HOA 1.15. BLOCK V: 1-13 / 13 HOA 1.16. BLOCK W: 1-35 / 35 HOA 1.17. BLOCK X: 2-24 / 24 HOA 1.18. BLOCK Z: 40-43 1.19. BLOCK AA: 14-19 / 18 HOA 1.20. BLOCK BB; 1-35 / 15-35 HOA 2. LOT PURCHASERS SHALL BE ADVISED OF THE EXISTENCE OF PRODUCING WELLS ON THE DRILLING AND PRODUCTION SITES, THE POSSIBILITY OF NEW WELLS THAT MAY BE DRILLED AND FRACTURE STIMULATED ON THE DRILLING AND PRODUCTION SITES, AS WELL AS POSSIBILITY THAT GAS WELLS ON THE DRILLING AND PRODUCTION SITES MAY BE RE-DRILLED AND /OR RE-FRACTURE STIMULATED IN THE FUTURE. Planning Approved 02/06/20 Cindy Jackson PP19-0019 P&Z Approved 02/06/20 PP19-0019 P&Z Approved 02/06/20 Cindy Jackson 1117 50.03' 131.72' 4320.39' E" GRAPHICALLY BASED ON FEMA P # 48121C0370G EFFECTIVE DATE APRIL 18, 2011 0' S.S.E BLOCK C BLOCK C N89°59'28"W 125.00' N89°59'28"W 117.05' N89°59'28"W 111.95' S0°24'28"E 125.00' S0°24'28"E 125.00' S0°24'28"E 122.61' S0°24'28"E 115.00' S 125.00' N89°59'28"W 115.95' S89°46'39"W 115.00' N89°59'28"W 116.47' N89°59'28"W 115.00' 115.00' N89°59'28"W 115.00'125.00' 125.00' 125.00' 125.00' 115.00' 52.55' 28.97' 52.00' 52.00' 30.96' 52.00' 115.00' 115.28' 52.68' 123.75' 61.34' 125.00' 125.00' 125.00' 125.00' 125.00' 115.95' 52.00' 4.00' 40.90' 44.36' 52.00' 52.00' 52.00' 52.00' 52.00' 35.64' 00' 52.00' 52.00' 52.00' 52.00' 52.00' N0°13'21"W 192.03'S89°35'32"W724.11'N0°00'32"E 153.38' N0°00'32"E 139.70' N0°13'21"W 302.49' C20 N0°00'32"E 210.57' 11.72' N89°35'32"E 340.00' C103 C110 C97 C96 115.00' 11.10' EGRET LANE OLDFINCH DRIVE PHASE 1 15 16 18 19 20 21 22 23 24 25 26 27 28 29 30 45 46 47 48 49 50 1 2 37 38 1 31 8' U.E. 8' U.E. LOT 32X-HOA LOT 17X-HOA L 9 L10 L13 L14 L15 52.00' 44.13' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 51.74' 113.75' 00' 52.00' 52.00' 52.00' 52.00' 52.00' 171.60' 114.74' 210.01' L11 L12 30.52' 52.00' 102.40' 17.74' 52.00' 3.80' 52.00' 52.00' 211.95' 55.99' 2.58' 52 TRACT LINE VOL.1796, PG. 601 55' R.O.W. 27.5'27.5' PHASE 1 BLOCK A BLOCK S BLOCK T BLOCK A BLOCK A BLOCK A BLOCK A BLOCK H BLOCK G BLOCK F BLOCK A BLOCK D 3"W113.21'S0°15'13"E130.28'S0°15'13"E 115.52'N38°03'35"W114.94'S56°12'09"E 115.00' N60°4 3'5 4"W11 5.6 0'N6 5°19'5 3"W115.60'S56°12'09"E 115.00' N69°55'52"W 115.60' N74°31'51"W 115.60' N79°07'50"W 115.60' N83°43'50"W 115.60' N88°19'49"W 115.60' S89°31'09"W 115.08' S56°34'18"E 133.62' S6 2°4 8'4 3"E1 51.23' S69°03'08"E162.82'N9°43'09"E92.04'S8°20'07"W118.15'S1°41'02"W115.31'N0°15'13"W115.00' N3°28'06"E114.36' N9°43'09"E116.79'S0°15'13"E115.00'N19°18'19"E114.44'N8°34'02"E114.44'S0°15'13"E115.00' N0°15'13"W115.00' S17°34'49"W123.10'S7°34'56"W118.02'N0°15'13"W115.00' S0°15'13"E115.00'S6°01'46"W116.44'S9°43'09"W115.00'S9°43'09"W115.00'S9°43'09"W115.00'115.00' 115.00' 115.00' 115.00' 2.00' 52.00' 52.00' 52.00' 13.19' 35.73'34.21' 14.08' 47.5 4'115.00' 52.00' 115.00' 115.00'52.00' 115.00'115.00' 115.00' 52.00' 115.00'52.00' 15.86' 33.95'115.51' 54.55' 29.73' 22.66'53.33'52.00' 30.11' 115.56' 126.66' 115.00'52.00'115.00'115.00'115.00' 52.00' 52.00' 52.00' 52.00' 59.50' 5 9 .64'59 .6 4'59.64'59.64'59.64'59.64'55.57'52.00' 52.00' 52.00' 52.00' 5 4.16' 60.31' 58.16' 52.00'115.00'115.00'115.00'115.18'N89°31'09"E 114.99' N89°31'09"E 114.99' N89°31'09"E 114.97' N89°31'09"E 114.97' 52.00'114.97'114.97' 114.97' 114.97'52.00'115.00' 52.00'115.00'115.00' 52.00'117.42' 52.00'52.00'117.42' S89°46'39"W 125.00' S89°46'39"W 125.00' S88°30'51"W 125.26' S85°22'12"W 128.12' S82°13'34"W134.21' S79°04'56"W 143.61' S75°56'18"W156.47' S89°46'39"W N89°59'28"W 116.47' N89°59'28"W 116.47' S89°46'39"W 115.00' N89°11'31"E 114.96' S86°37'40"W 117.63' N85°21'35"E 114.81' S82°38'35"W 119.81' N81°31'39"E 114.81' S78°39'30"W 121.45' N77°41'43"E 114.81' S74°40'25"W 122.68' N73°51'47"E 114.81' S70 °41'20"W123.51' N70°01'51"E 114.81' S66 °42'15"W123.92' N66°11'55"E 114.81' N62°21'59"E 114.81' S62°43'10"W 123.79' S58°44'04"W122.81' N58°32'03"E 114.81' S54°44'59"W121.42' N54°42'07"E 114.81' N50°52'11"E 114.81' S50 °45'54"W119.62' N47°02'15"E 114.81' S46 °46'49"W117.40' N43°12'19"E 114.87' S42°47'44"W 115.17' S41 °33'33"W 1 15.00' S41°33'33"W115.00' S41°33'33"W115.00' S41°33'33"W 115.00' S41°33'33"W 115.00' S45°02'06"W 114.80' S41°33'33"W115.00' S60 °27'22"W67.58' S11°48'18"E 135.44' S3°14'31"E 125.91' N89°59'28"W 115.00' N89°59'28"W 115.00' N89°26'49"E 11 4.97' S86°16'05"W 115.39' N84°17'14"E 114.74' S80°16'58"W 116.78' N79°07'40"E 114.74' S74°17'52"W 117.86' N73°58'05"E 114.74' N68°48'31"E 114.74' S68°18'45"W 118.47' N63°38'56"E 114.74' S62 °19'39"W 118.09' N58°29'22"E 114.74' S56 °20'32"W117.52' N53°19'48"E 114.74' S50°21'26"W116.77' N48°10'13"E 114.74' S44 °22'19"W115.79' N43°00'39"E 114.74' S41 °33'33"W115.00' S41 °33'33"W115.00' S41°33'33"W115.00' S41 °33'33"W115.00' S41 °33'33"W 115.00' N43°20'13"E 115.19' N53°20'07"E 121.05'N38 °20'19"W116.24' S48°26'27"E 115.00' S48°26'27"E 115.00' N41°33'33"E 115.00' N41°33'33"E 115.00' N49°11'59"E 118.52' N41°33'33"E 115.00' N41°33'33"E 115.00'S54°47'41"E 117.94' N48 °26'27"W115.78' N48 °26'27"W115.00' N48 °26'27"W115.00' N48°26'27"W115.00'N48°26'27"W115.00'S34°02'06"E116.50'S24°02'13"E116.50'N23°45'51"W115.00'N23°45'51"W1 15.00' N48°26'27"W115.00'N48 °26'27"W115.00' N87°58'59"E 113.74' S73°19'21"W 114.83' S73°19'21"W 114.84' N78°13'12"E 116.50' 48.01' 3.99' 51.80' 1.94' 48.73' 10.17' 40.49' 18.53'32.14' 26.98' 23.69' 35.49' 15.18' 44.04' 6.63' 50.67' 1.92' 48.75' 10.43' 40.23' 18.89' 31.78' 27.24' 23.42' 35.48' 15.19' 43.54' 7.89'46.17' 5.83'46.17' 5.83'44.96' 7.04'11.10' 40.70' 17.49' 32.71' 29.35' 20.86' 41.31' 8.90' 50.21' 3.14' 47.07' 15.18' 35.03'27.19'23.02' 39.14' 11.07' 50.21' 0.76'50.74' 5.94'46.06' 5.94'49.01' 2.99'52.00' 115.00' 14.36' 38.35'52.00' 68.72' 66.26' 116.24' 20.00' 115.27' 111.15' 120.00'52.00'52.00' 115.00' 43.17' 9.07' 115.00'42.97'9.03' 115.00' 42.97' 9.03' 42.97' 115.00 ' 115.00' 62.72' 52.01' 52.00' 52.00'115.00'52.00'115.00' 52.00'115.00'52.00' 5 2.00' 90.41' 68.67' 52.48' 52.00' 52.00' 52.00' 52.00'115.00' 115.00' 115.00' 43.97'115.00'52.00'115.00'52.00'115.00'52.00'115.00'52.00'115.00' 52.00' 52.00' N 68 °40'47"W 113.74' 43.99' 46.96' 114.84' 52.00'114.84' 52.00'52.00'60.17' 00'52.00' 54.32' 57.91' 58.40' 59.26' 60.50' 46.04' 125.01' 92.09' 69.07' 23.76' 166.97'323.52' 592.85'55.00' C 7 S41°33'33"W 369.15' N48°26'27"W368.24' C129 N41°33'33"E 150.08' N48°26'27"W256.52' C10C11 S66°14'09"W 325.58' C12 S41° 33'33" W 378.96' C13 N16°40'39"W201.90' C14 N48°26'27"W274.17' C15 C16 C17 C18 N48°26'27"W132.14'C19C38 C39S33°47'51"W 271.53' C40 C41S80°16'51"E255.53' C42 S89°44'47"W 846.10' C46 N68°13'38"W 99.26' C47 S89°44'03"W 235.74' 115.00' 115.00' 115.00' 115.00' 115.00' 15.29' 36.71'15.29' 36.71'15.29' 36.71'15.29' 49.63' 2.37' 115.00' 61.00' 3.22' 47.51' 52.00' S89°36'26"W 264.69' N16°41'44"W1083.34' N89°36'54"W 184.91' N0°13'21"W 1154.37' C68 C69 C70 C78 C79 C80 C81 C92 C93 C94 C95 C98 C99 C100 C101 C102 C 103 C104 C105 C106 S48°26'27"E154.68' 116.93' 61.00' 113.21'50.06'63.25' 113.95' 32.18'17.83' 46.68'52.28'114.89'124.60' 98.65' 30.63' 9.03' 61.00' 32.50' 52.00' 52.00'S9°43'09"W115.00'S89°31'09"W 115.08' 51.38' 5 0.08' S48°26'27"E 114.84' 52.00' C121 PARVIN STREET FLYCATCHER DRIVE FLOWERS DRIVE GOLDFINCH DRIVE HAWK DRIVE HORNBILL STREET GRACKEL STREET GROUSE DRIVE T OU CAN D RI V E McCORMICK STREET McCORMICK STREET PHASE 1 PHASE 2 23.71' 1 3 5 2 4 1 2 5 3 9 4 7 6 8 10 26 29 25 27 28 31 30 14 15 16 17 2 1 22 123 2 1 2 23 24 26 25 50 51 52 53 54 55 56 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 1 2 3 4 5 6 7 8 9 10 11 12 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 1 2 3 LOT 6X-HOA LOT 24X-HOA LOT 25X-HOA 18 19 20 21 22 23 LOT 33X-HOA LOT 17X-HOA 18 19 20 21 22 23 24 27 29 28 30 31 32 33 34 36 38 35 37 39 40 41 42 43 44 45 46 47 48 51 49 52 50 59 53 55 54 56 57 58 61 60 62 63 16' U.E. LOT 4X-HOA 57 66 68 69 71 67 73 70 72 75 77 76 74 79 78 82 84 80 81 85 83 87 86 88 89 27 28 29 30 31 32 33 16' U.E.16' U.E. 18' x 30' U.E. 61.19' 38.10' 66.14' N46°33'12"W119.09'L114 L115 L113 L27 L26 L29 L28 L25L24 L23L20 L19 L 1 8 L 1 7 L22 L21 5 L66 L68 L82L83L87 L84L86L85L89L88L90 C1 99 C200 C201 C202 C203 C204C205 C206C207 C208 C209 40.09' 52.00' 105.00' 51.00' 52.00' 43.52' 11.72' C 217 C218 C 2 19 C220C 221 C 2 22 C 223 C224C225C226 C227C228 52.00' 52.00' 52.00' 36.86' 52.00' 52.00' 52.00' 52.00' 24.23' 159.99' 58.09' C231 C232 C216 C229 C230 5.37'52.00' 47.85' 52.00' 52.00' 52.00' 13.50' 38.46' 52.00' 52.00' 52.00' 52.00' 1 0.73'52.00' 52.00' 52.00' 52.00' 52.80' 27.69'23.48' 52.00' C233103.88'138.40' 52.00' 52.00' 2.00' 2.00' 52.00' 52.00' 52.00' 9.29' L67798.47' 200.00' 200.00' 99.26' 9 9.26' 235.74' 141.94' 52.00'52.00'17.67'52.00' 52.00'52.00'52.00'52.00'52.00' 52.00' 52.00' 33.99' 00' 52.00' 31.10' C197 C195 C193 C191 C189 C187 C171 65.31' 64.73' C169 C168 C167 C166 C161 236.67' 52.00' 19.48' 102.40' C111C112 C113 C114 C115 C116 C117 C118 C120 C122 27.56'52.00'52.00'52.00'52.00'C330130.89' 111.16'C123C124C125 42.77'52.00'37.37'52.00' 46.34' C136 C135 C134 C1 C133 C132 C131 C130 C128 C127 C126 52.00' 7.88' 52.00' 44.05' C137 C140 C141 C142 C143 C144 C145 C146 C148 C147 C149 C150 C15135.87'52.00'44.27'C152C153C154 113.68'51.00'52 .00'52.00'52.00'29.67'C155 C156 C158 C160 C163 C164 C165 C170 C182 C188 C190 C192 C194 C196 68.99' 42.66' 34.59' 52.00'52.00'52.00'52.00' 51.00' 51.00'52.00' 52.00'52.00'52.00' 43.31' 105.00' 27.42' 44.99'52.00'28.11' 14.16' 46.50' 52.00' 13.42' 52.00' 52.00' 52.00' 52.00' 52.00' 43.73' 50.58'52.00' 52.00'52.00' 52.00' 67.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 2.82' 12.14' 26.53'52.00'52.00'52.00'19.37' McCORMICK STREET WESTWOOD DRIVE MERCEDES ROAD PARVIN ST. TAYLOR PARK SUBDIVISION CAB. A, PG. 54 P.R.D.C.T. DENTON INDEPENDENT SCHOOL DISTRICT VOL. 518, PG. 89 D.R.D.C.T. "ZONE A" GRAPHICALLY LOCATED BASED ON FEMA FIRM MAP # 48121C0360G AND FIRM MAP # 48121C0370G EFFECTIVE DATE APRIL 18, 2011 RAYZOR INVESTMENT LTD VOL.1796, PG. 601 EX. 20' S.S.E 55' R.O.W.27.5' 27.5' 27.5'27.5'55' R.O.W.27.5' 27.5' 55' R.O.W. 2 7.5'27.5'55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5'27.5' 55' R.O.W. 27.5'27.5' 55' R.O.W. 27.5' 27.5' 55' R.O.W.27.5'27.5'55' R.O.W. 27.5' 27.5' EXISTING GRAVEL ROADWAY TO BE REMOVED EXISTING GRAVEL ROADWAY TO BE REMOVED REMOVE EXISTING BARN PHASE 1 PHASE 2 55' R.O.W. 27.5' 7.5' 55' R.O.W.27.5'27.5' 55' R.O.W. R60' BLOCK A BLOCK S BLOCK T BLOCK P BLOCK A BLOCK A BLOCK W BLOCK A S0°15'13"E 115.00' N30 °15'13"W 1 13.21' S0°15'13"E 130.28' S0°15'13"E115.52' N 38°03'35"W 1 14.94' S56°12'09"E 115.00' N 60°4 3'5 4"W 1 1 5.6 0' N 65°19'5 3"W 1 15.60' S56°12'09"E 115.00' N 69°55'52"W 1 15.60' N 74°31'51"W 1 15.60' N 79°07'50"W 1 15.60' N 83°43'50"W 115.60' N88°19'49"W 1 15.60' S89°31'09"W 115.08' S56°34'18"E 133.62'S 6 2°48'4 3"E 1 51.2 3' S69°03'08"E 162.82' N9°43'09"E 9 2.04'S8°20'07"W1 18.15'S 1°41'02"W1 15.31'N0°15'13"W 115.00' N 3°28'06"E114.36' N9°43'09"E 116.79' S0°15'13"E 115.00' N 19°18'19"E 114.44' N 8°34'02"E 114.44' S0°15'13"E 115.00'N0°15'13"W 115.00' S 17°34'49"W123.10' S 7°34'56"W1 18.02'N0°15'13"W 115.00' S0°15'13"E 115.00' S0°15'13"E 115.00'S6°01'46"W 116.44' S9°43'09"W 115.00' S 9°43'09"W115.00'S 9°43'09"W115.00' 52.00' 115.00' 61.00' 115.48' 52.00' 115.00'114.52' 115.00' 115.00' 115.00' 115.48'114.52' 115.00' 115.00' 115.00'115.00'52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 13.19' 3 5.73' 3 4.21' 14.08' 4 7.5 4' 52.00' 115.00' 52.00' 115.00' 115.00' 52.00' 115.00' 115.00' 52.00' 115.00' 52.00' 115.00' 115.00' 52.00' 115.00' 115.00' 115.00' 52.00' 115.00' 52.00' 15.86' 3 3.95' 115.00' 115.00' 115.51' 54.55' 29.73' 2 2.66'5 3.33'52.00' 30.11' 115.56' 126.66'1 15.00'52.0 0'1 15.00'1 15.00'1 15.00' 5 2.00' 52.00' 52.00' 52.00' 5 9.50' 5 9 .64'59.64 ' 5 9.64'59.64' 59.64' 59.64' 55.57' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 54.16'60.31' 58.16' 52.00' 115.00' 115.00' 115.00' 115.00' 115.00'115.00'115.00'115.18' N89°31'09"E 114.99' N89°31'09"E 114.99' N 89°31'09"E 114.97' N 89°31'09"E 114.97' S89°31'09"W 115.00' 2724.81' 27.19' 0' 0' 58' 24.81' 115.00' 27.19' 24.81' 115.00' 52.00' 114.97' 114.97' 114.97' 114.97' 52.00' 55 115.00'52.00' 115.00' 115.00' 52.00' 117.42' 117.42' 52.00' 52.00' 117.42' S41°33'33"1 15.00' S45°02'06"W114.80' '33"W 15.00' S41 °33'33"W115.00' W0' N 43°20'13"E 115.19' N 53°20'07"E 121.05' N48°26'27"W 1 15.00' N 48°26'27"W 1 15.00' S 34°02'06"E 116.50' S 24°02'13"E 116.50' N 23°45'51"W 1 15.00' N23°45'51"W 115.00'N4 8°26'27"W 1 15.00' 7 .04'46.06' 5.949.01' 2 .99'52.00' 1 15.00' 14.36' 3 8.35'52.00' 52.00'1 15.00'52.00' 52 .00' 9 0.41' 6 8.67' 5 2.48' 5 2.00' 52.00' 52.00' 52.00' 115.00' 115.00' 115.00' 43.97' 115.00' 52.00'1 15.00'52.00'115.00'52.00'1 15.00'52.0 0' 52.00' 52.00'C10 C 11 S66°14'09"W 325.58' C 12 N48°26'27"W132.14' C 19N0°15'13"W 285.00' 729.81' C 38 C 39S 33°47'51"W 271.53' C40 C41 S80°16'51"E255.53' C42 N89°44'47"E 631.68' S89°44'47"W 846.10' C46 N 68°13'38"W 99.26' C 47 S89°44'03"W 235.74' 3.22' 47.51' 5 2.00' C68 C 69 C 70 C78 C 79 C80 C81 C 98 C 99 116.93' 61.00' 1 13.21'5 0.06'63.25' 113.95' 52.00' 1.97' 32.18' 17.83' 4 6.68'52.28'1 14.89'52.00' 52.00' S9°43'09"W 115.00'S89°31'09"W 115.08' C 121SWIFT STREET WOODPECKER STREET BUZZARD ROAD PARVIN STREET PARVIN STREET T OU CAN D RI V E McCORMICK STREET PHASE 2 PHASE 1 PHASE 2 23.71' 2 1 1 3 5 2 4 7 6 8 1 2 5 3 9 4 7 6 8 10 11 12 13 14 21 22 23 26 24 29 25 27 28 31 30 11 12 13 14 15 16 17 1 2 2 1 22 1 23 2 22 1 2 23 24 20 21 22 13 14 15 16 17 18 19 6 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. LOT 6X-HOA LOT 35X-HOA LOT 24X-HOA LOT 25X-HOA 18 19 20 21 22 23 LOT 33X-HOA 38 39 40 41 42 43 44 45 46 47 48 51 49 52 50 66 68 69 71 67 73 70 72 75 77 76 74 79 78 82 84 80 81 85 83 87 86 88 89 90 91 92 18 24 26 25 27 28 29 30 31 32 33 19 1 6' U.E.18' x 30' U.E. 52.00' 6 1.19' 3 8.10' 4 3.41'20.39' 66.14' N 46°33'12"W119.09' L26 L 25L 24 L 23L65 L61 L 66 L 68 L 82L83 L 87L 84 L86 L 85L89 L88 L90 L59 52.00' 14.43' 52.00' 51.00' 52.00' 52.00' 51.00' 105.00' 105.00' C 1 99 C 200 C 201 C 202 C 203 C 204C205 C 206 C 207 C 208 C 209 40.09'52.00' 105.00' 51.00' 52.00' 43.52' C198 C210 C211 C212 1 1.72' C 217 C 218 C 21 9 C220 C 221 C2 22 C 223 C 224C225 C226 C227 C228 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 36.86' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52. 00' 52.00' 24.23' 159.99' 58.09' C 231 C232 C216 C229 C230 5 .37'52.00' 47.85' 52.00' 52.00' 52.00' 13.50' 38.46' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 10.73'52.00' 52.00' 52.00' 52.00' 5 2.80' 27.69' 23.48' 52.00' C 233103.88' 1 38.40' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 9.29' L 67798.47' 200.00' 200.00' 9 9.26' 99.26' 235.74' 141.94' 52.00'52.00' 25.30' L91 5 52.00'52.00' 17.67' 52.00'52.00' 5 52 52.00' 52.00' 52.00' 52.00' 5 52.00' 52.00' 33.99' 200.00' 5 2.00 C330 130.89' 111.16' C123 C 124C12542.77'52.00'37.37' C1263552.00'44.27' C152 C 153C 154 1 13.68' .00' 43.73' 5 0.58'52.00' 52.00'52.00' 52.00' 67.00' 52.00' 52.00' 52.00' 5 2.82' "ZONE A" GRAPHICALLY LOCATED BASED ON FEMA FIRM MAP # 48121C0360G AND FIRM MAP # 48121C0370G EFFECTIVE DATE APRIL 18, 2011 EX. 20' S.S.E 55' R.O.W. 27.5' 27.5' 27.5' 27.5'55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5'27.5' 5 5' R.O.W. 27.5'27.5' 65' R.O.W. 32.5' 32.5' EXISTING GRAVEL ROADWAY TO BE REMOVED EXISTING GRAVEL ROADWAY TO PHASE 2 PHASE 1 PHASE 2 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' 55' R.O.W.PLOTTED BY PFISTER, BROCK 1/31/2020 4:44 PM DWG NAME K:\DAL_CIVIL\069313607-FORESTAR RAYZOR\CAD\PRELIMINARY\PLANSHEETS\P-1_PRELIMINARY PLAT.DWG [P-4A PRELIMINARY PLAT] LAST SAVED 1/31/2020 4:42 PM BEING 213.9613 ACRES OUT OF THE ASA HICKMAN SURVEY, ABSTRACT NO. 521 AND A N B TOMPKINS SURVEY ABSTRACT NO. 1246 IN THE CITY OF DENTON, DENTON COUNTY, TEXAS FORESTAR RAYZOR 13455 Noel Rd. Suite 700 Dallas, TX 75240 Tel: (972) 770-1300 Contact: BEN WILLIAMS, P.E. ENGINEER/SURVEYOR: DESIGNED DRAWN CHECKED SCALE AS SHOWN DATE KH PROJECT NO. OWNER: FOR Rayzor Inv. LTD. 400 W Oak St. Suite 302 Dallas, TX 76201 Tel: (940) 387-8711 Contact: Philip A. Baker RBW January 2020 069313607 CITY PROJECT NUMBER: PP19-0019 SDS SDS ROSELAWN DRIVE R O S E L AW N D R IV E KANSAS CITY SOUTHERN RAIL ROAD I-35 DEVELOPER: Forestar Group 2221 E. Lamar BLVD. Suite 790 Arlington, TX 76006 Tel: (972) 741-7292 Contact: Matt Johnson 00 100' 200' GRAPHIC SCALE 100' VICINITY MAP SCALE:1" = 2000' MATCH LINE SEE SHEET P-1 MATCH LINESEE SHEET P-3 MATCH LINE SEE SHEET P-2 PRELIMINARY PLAT O.R.D.C.T. D.E. U.E. OFFICIAL RECORDS DENTON COUNTY, TEXAS DRAINAGE EASEMENT UTILITY EASEMENT HOA HOMEOWNER'S ASSOCIATION LEGEND B.L. BUILDING LINE STREET NAME CHANGE LINE TYPE LEGEND BOUNDARY LINE EASEMENT LINE SIGHT VISIBILITY TRIANGLE BUILDING LINE RIGHT- OF- WAY LINE R.O.W. RIGHT-OF-WAY W.E. WATER EASEMENT V.E. VISIBILITY EASEMENT P-4 LAND USE SUMMARY: EXISTING USE: 214.0 ACRES AGRICULTURAL & MYSKA AIR FIELD PROPOSED USE: SINGLE - FAMILY: 149.67± ACRES PROPOSED USE:OPEN SPACE/ESA PRESERVATION AREA: 64.23± ACRES VEHICLE TRIP GENERATION: 710 SINGLE FAMILY LOTS @ 9.44 DAILY RATE = 6,703 TRIPS NOTE: VALUES FOR THE VEHICLE TRIP GENERATION WERE CALCULATED FROM THE ITE TRIP GENERATION MANUAL. NOTES: 1. ACCEPTANCE OF THE DRAINAGE FEATURES IDENTIFIED ON THE PRELIMINARY PLAT ARE SUBJECT TO CHANGE DURING THE FINAL PLAT PROCESS AND DO NOT CONSTITUTE SUBSEQUENT APPROVAL OF SAME. THE CITY RESERVES THE RIGHT TO REQUIRE ADDITIONAL DATA OR STUDIES TO ENSURE COMPLIANCE WITH CITY OF DENTON SUBDIVISION AND LAND REGULATIONS, DRAINAGE DESIGN CRITERIA AND COMPREHENSIVE MASTER DRAINAGE PLAN. 2. DISCHARGE FROM ANY DETENTION POND OUTFALL OR STORM DRAIN OUTFALL MAY REQUIRE AN OFFSITE DRAINAGE EASEMENT TO ACCOMMODATE THE FLOW. IF AN OFFSITE DRAINAGE EASEMENT IS REQUIRED, A STUDY SHALL BE MADE OF THE OFF-SITE PROPERTY TO DETERMINE THE SIZE OF THE DRAINAGE EASEMENT TO ACCOMMODATE THE FLOW. REMOVED ESA EXISTING ESA ESA DATA SUMMARY TABLE AREA (AC) 30.1 15.0 PRESERVED ESA 15.1 GAS WELL NOTES: 1. THIS NOTE APPLIES TO THE FOLLOWING LOTS: 1.1. BLOCK A: 1-9; 94-104; 106 1.2. BLOCK C: 1-5; 31-33; 35-44 1.3. BLOCK I: 1-46 / 13 & 34 HOA 1.4. BLOCK J: 1-26 / 26 HOA 1.5. BLOCK K:1-29 / 29 HOA 1.6. BLOCK L: 3-28 1.7. BLOCK M: 1-14 / 14 HOA 1.8. BLOCK O: 4-15 / 10 HOA 1.9. BLOCK P: 11-20 / 16 HOA 1.10. BLOCK Q: 1-13 / 13 HOA 1.11. BLOCK R: 1-12 / 10 HOA 1.12. BLOCK S: 1-14 / 6 HOA 1.13. BLOCK T: 18-21 1.14. BLOCK U: 1-11 / 1 HOA 1.15. BLOCK V: 1-13 / 13 HOA 1.16. BLOCK W: 1-35 / 35 HOA 1.17. BLOCK X: 2-24 / 24 HOA 1.18. BLOCK Z: 40-43 1.19. BLOCK AA: 14-19 / 18 HOA 1.20. BLOCK BB; 1-35 / 15-35 HOA 2. LOT PURCHASERS SHALL BE ADVISED OF THE EXISTENCE OF PRODUCING WELLS ON THE DRILLING AND PRODUCTION SITES, THE POSSIBILITY OF NEW WELLS THAT MAY BE DRILLED AND FRACTURE STIMULATED ON THE DRILLING AND PRODUCTION SITES, AS WELL AS POSSIBILITY THAT GAS WELLS ON THE DRILLING AND PRODUCTION SITES MAY BE RE-DRILLED AND /OR RE-FRACTURE STIMULATED IN THE FUTURE. Planning Approved 02/06/20 Cindy Jackson PP19-0019 P&Z Approved 02/06/20 PP19-0019 P&Z Approved 02/06/20 Cindy Jackson 1118 S73°19'21"W 114.84' N78°13'12"E 116.50' 60.17' C47 S89°44'03"W 235.74' S89°36'26"W264.69 C80 C81 C92 61 62 63 18' x 30' U.E. L22235.74' 141.94' 26.53'52.0 BLOCK R BLOCK S BLOCK S BLOCK T BLOCK A 115.60' N83°43'50"W 115.60' N88°19'49"W 115.60' S89°31'09"W 115.08'6"E 6' E3"E 115.00' 3"E 115.00' S89°59'54"E 113.14' S0°15'13"E 115.00' S0°15'13"E 115.00' S6°01'46"W116.44'S9°43'09"W115.00'S9°43'09"W115.00'S9°43'09"W115.00'138.43' 115.00' ' 115.00' 0' 0' 115.00' 115.00' 115.00' 59.64' 59.64' 55.57' 52.00' 115.00'107.45' 7.54' 44.91' 52.00'52.00' 52.00' 52.00'52.00' 52.00'52.00' 52.00' 52.00'52.00' 54.16' 60.31'58.16' 52.00'115.00'115.00'115.00' 115.00'115.00'115.00'115.00' 115.00' 115.18'S80°16'51"E255.53' C42 N89°44'47"E 631.68' C43 C44 S60°26'12"W 105.66'N68°13'38"W 99.26' C47 N89°37'21"W180.39'52.0' C67 C73 C74 C75 C76 C80 C81 2.28'97.99' 20.00' 52.00'52.00'S9°43'09"W115.00'S89°31'09"W 115.08' K ROAD BUZZARD ROAD 9 4 7 8 5 9 10 11 12 13 14 15 16 17 8' U.E. 8' U.E. LOT 10X-HOA LOT 6X-HOA LOT 6X-HOA 18 19 20 21 22 23 LOT 1X-HOA 66 68 69 67 L77 L 80 L 78 L79 L82 L83 C226 C227 C22847.40' L8150.06' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 24.23' 159.99' C231 C232 C216 C229 C230 5 .37'52.00' 47.85' 52.00' 52.00' 52.00' 13.50' 38.46' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 27.91' 27.69' 23.48' 52.00' C233 103.88'105.66' 9 9.26' C214 C213 180.39' 55' R.O.W. 27.5' 27.5' R60' BLOCK S BLOCK A BLOCK FF BLOCK Z BLOCK AA BLOCK Z BLOCK AA BLOCK BB BLOCK X BLOCK W BLOCK W BLOCK U BLOCK V BLOCK Y BLOCK Z 115.60' S89°31'09"W 1 15.08' S0°15'13"E115.00'S0°15'13"E115.00'S6°01'46"W1 16.44'S 9°43'09"W1 15.00'S 9°43'09"W1 15.00'9°43'09"W 115.00' 55.57'115.00' 107.45'7 .54' 44.91'52.00' 52.00'52.00'52.00' 52.00'52.00' 52.00'52.00'52.00' 52.00'54.16'60.31' 58.16'5 2.00' 115.00' 115.00' 115.00' 115.00' 115.00'115.00' 115.00' 115.00' 115.18'N89°31'09"E 125.00' N89°31'09"E 125.00' N89°31'09"E 120.70' S58°13'18"E 151.94' S19°29'32"E 131.48' S1°04'19"W 124.59' S1°04'19"W124.59' S1°04'19"W124.59'S1°04'19"W 124.59' S1°04'19"W 124.59' S1°04'19"W 124.59'S1°04'19"W 124.59'S52°46'38"W 125.19' S74°01'11"W 119.87' S82°34'59"W119.90' N88°55'41"W 115.00' N1°04'19"E 115.00'N1°04'19"E 115.00'S1°04'19"W 115.00' N1°04'19"E115.00'N1°04'19"E 115.00'N1°04'19"E115.00'S89°31'09"W 117.42' N89°31'09"E 114.99' N89°31'09"E 114.99' N89°31'09"E 115.00' N89°31'09"E 115.00'N16°44'06"E 133.95' N6°44'13"E 118.66' S89°31'09"W 114.97' S89°31'09"W 114.97' N89°31'09"E 114.97' N89°31'09"E 114.97' S89°31'09"W 115.00' S89°31'09"W 115.00' S85°01'11"E 116.79' S75°01'18"E 129.73' S65°01'2 5"E 15 7.21' S89°31'09"W 115.00' N1°04'19"E 115.00' N1°04'19"E 115.00' 125.00' 125.00' 125.00' 125.00' 125.00' 125.00' 125.00' 125.00' 125.00' 125.00' 125.00' 65.47' 49.58'2.42'52.00' 27.25' 52.00' 52.00'115.00' 18.08' 115.00' 33.92' 27.19' 115.00' 24.81' 115.00' 27.19' 24.81' 115.00' 27.19' 115.00' 25.08' 115.00' 115.00' 26.92' 24.81' 115.00' 115.00' 27.19' 24.81' 115.00' 115.00' 27.19' 24.81' 115.00' 27.19' 115.00' 24.81' 115.00' 27.19'115.00' 24.81' 27.19' 115.00' 115.00' 24.81' 27.19' 115.00' 115.00' 115.00' 114.58' 24.81' 115.00' 27.19' 24.81' 115.00' 52.00' 114.97' 114.97' 114.97' 114.97' 52.00' 52.00' 114.97' 52.00' 114.97' 114.97' 114.97' 115.00' 52.00' 52.00' 114.97' 114.97' 52.00' 114.97'114.97' 52.00' 114.97' 52.00' 52.00' 74.45' 40.52' 31.49' 83.48' 63.58'52.00' 115.00' 115.00' 115.00' 52.00' 115.00' 52.00' 115.00'115.00' 115.00' 52.00' 115.00' 115.00'52.00' 115.00' 115.00'52.00' 115.00' 115.00' 52.00' 115.00'52.00' 115.00' 115.00' 52.00' 115.00' 52.00' 115.00' 115.00' 52.00' 117.42' 117.42' 52.00' 51.39'52.00' 52.00'52.00' 117.42' 115.00'115.00'118.73'115.00'52.00'52.00' 52.13' 63.58' 52.00'52.00'52.00'52.00'64.36' 115.00'115.00'115.00' 115.00'115.00'115.00'115.00' 115.22' S88°55'41"E 111.57' 119.99' 52.00' 115.00' 52.00'115.00' 52.24' 115.00' 52.00' 115.00' 52.00'115.00' 52.00' 115.00' 52.00'52.00'52.00'66.50'66.80' 124.59' 124.59' 124.59' 124.59' 124.59' 124.59' 124.59' 124.59' 125.00' 124.59' 124.59' 124.59' 124.59' 124.59' 31.12'37.15'12.28'39.72'115.00' 115.00' 12.28'39.72'115.00' 12.28'115.00' 39.72'115.00' 12.28'115.00' 39.72'115.00' 12.28'115.00' 39.72'115.00' 12.28'115.00' 115.00'39.72'115.00' 12.28'39.72'115.00' 12.28'39.72'115.00' 115.00' 115.00'115.00'115.00' 12.28'39.72'12.28'39.72'115.00'12.28'39.72'115.00' 115.00' 115.00' 115.00' 61.00'12.28'39.72' 12.28' 75.11'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00' 52.00' 52.00'52.00'52.00'52.00'52.00'52.00'61.00'55.00' 218.01' 52.00'52.00'52.00'89.77'114.30' 68.95'119.22' 52.00'52.00' 52.00' 52.00' 52.00' 61.00' 55.00' 61.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00'50.17' C S0°28'51"E 871.23' C43 S19°05'52"E301.86' S60°26'12"W 105.66' C45 S89°44'47"W 846.10' C46 N 68°13'38"W 99.26' C47 S89°44'03"W235.74' S0°28'51"E725.42' S0°28'51"E 616.49' S0°28'51"E 1025.09' N89°31'09"E 152.50' S88°55'41"E1230.60' S1°04'19"W187.50' C48 C49 S88°55'41"E747.93' N1°04'19"E443.92' S88°55'41"E387.09' C50 N20°32'04"W 16.79' N89°37'21"W 180.39' S0°48'59"E281.50' S89°01'13"W323.62' S0°28'51"E 1039.33' N88°55'41"W1630.23' N0°47'00"E1282.80' S89°36'26"W264.69' C76 C77 C78 C79 C 80 C81 C82 C83 C84 C85 C88 C89 C90 C91 52.00' 74.36' 114.28'N13°01'00"W 121.55'43.86' 43.99' 43.99' 113.74' 113.74' 113.74' 114.42' 125.00' 52.00' 125.00' 52.00'52.00' 43'09"W 15.00' S89°31'09"W 115.08' PARVIN STREET RAZORBILL ROAD PARVIN STREET JACKDAW ROAD REDWING DRIVE RED KITE DRIVERUFF ROAD BLACKCAP STREETBLACKCAP STREET YELLOWHAMMER ROAD ROOK ROAD KENDOLPH DRIVE KENDOLPH DRIVEPHASE 4 PHASE 2 PHASE 4 7 8 9 10 11 12 13 14 15 16 17 2 3 4 5 6 7 8 9 10 1 2 3 4 6 5 7 8 9 10 11 12 1 2 3 4 5 6 7 8 9 10 11 12 13 14 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 2 1 3 5 6 4 8 7 9 10 11 12 13 14 15 16 17 18 19 20 22 21 4 1 23 2 3 5 6 7 8 9 10 11 12 13 15 14 16 17 18 19 21 20 22 1 2 23 24 3 4 5 7 6 8 9 10 25 26 27 28 29 30 34 31 36 32 33 38 35 37 40 39 41 1 2 3 5 4 7 6 8 9 10 11 12 1 2 4 3 6 7 5 12 8 9 10 11 13 14 15 16 17 19 20 21 22 23 24 25 26 27 28 29 30 31 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. 8' U.E. LOT 6X-HOA LOT 6X-HOA LOT 35X-HOA LOT 24X-HOA LOT 25X-HOA LOT 15X-HOA LOT 18X-HOA LOT 13X-HOA LOT 12X-HOA 18 19 20 21 22 23 16 17 34 32 13 14 15 16 17 18 19 20 21 22 23 24 42 11 43 LOT 1X-HOA LOT 1X-HOA 11 66 67 18' x 30' U.E. 65.44' FUTURE EXTENSION OF HIGHLAND PARK ROAD L22 L 80 L 78 L79 L87 L84 L86 L85 L89 L88 L90 L93 L94 L95 L96 L99 L100 L98 L97 L101 L102 L103 L104 L105 L106 L107 L108 L109 L110 L111 L112 22827.69'23.48' 52.00'103.88'798.47' 105.66' 105.66' C215 200.00' 200.00' 99.26' 99.26' 235.74' 141.94' C214 243.49' 222.84' 23.59'52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 25.30' L92 53.60' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00'52.00'52.00'52.00'52.00'54.58'103.02' 58.58'52.00'52.00'21.59' C234 L91 42.34' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 51.00' 115.00' 115.00' 51.00' 52.00' 52.00' 52.00' 52.00' 37.85' 53.36'52.00'52.00'19.04' 115.00' 115.00' 51.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'11.96' 106.34'129.31'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00' 105.00'51.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'35.43' C239 C238 C237 C236 C235 32.34'52.00' 52.00' 52.00' 52.00'52.00' 52.00' 52.00' 52.00' 52.00' 52.00' 17.67'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'104.50' 56.70' 52.00' 52.00'52.00' 52.00' 52.00' 52.00' 52.00' 52.00'52.00' 52.00' 52.00' 52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'52.00'50.46' 105.04'105.04' 58.58'52.00'52.00'52.00'52.00'36.84' 106.82' 52.00' 52.80' 52.00' 52.00' 33.99' 50.46' 52.00'52.00'52.00'52.00'54.36' 105.00'105.00' 56.70'52.00'52.00'52.00'54.36'52.00' 115. 01' 52.00'52.00'52.00'52.00'52.00'34.05'52.00' 52.45' 105.04' 105.04' 200.00' KENDOLPH DRIVE McCORMICK STREET DUDLEY STREET WILLOWCREST LOOP HIGHLAND PARK ROAD MICHAEL HARRY DRURY VOL. 708, PG. 979 D.R.D.C.T. WILLOWWOOD WEST CAB. B, PG. 13 P.R.D.C.T. MARGARET A. YOUNG DOC. NO. 2017-34293 O.R.D.C.T. LOT 1, BLOCK A DRURY ADDITION CAB. F, PG. 298 P.R.D.C.T. THE BRADLEY FAMILY TRUST DOC. NO. 1997-60633 O.R.D.C.T. TAYLOR PARK CHURCH OF THE NAZARENE DOC. NO. 2005-35385 O.R.D.C.T. MICHAEL H. DRURY VOL. 885, PG. 24 D.R.D.C.T. EX. PUBLIC DRAINAGE EASEMENT EX. DRAINAGE AREA VIRGIL DAN SMITH AND SHARON SMITH DOC. NO. 1995-52411 O.R.D.C.T. DRAINAGE EASEM55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' 27.5' 27.5'65' R.O.W. 32.5' 32.5' EXISTING GRAVEL ROADWAY TO BE REMOVED EXISTING BARN TO BE REMOVED 311' TO DRURY UNIT 1 PHASE 4 PHASE 2 PHASE 4 DRURY UNIT 1 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' 55' R.O.W. 27.5' 27.5' 55' R.O.W. 300' PLOTTED BY PFISTER, BROCK 1/31/2020 4:44 PM DWG NAME K:\DAL_CIVIL\069313607-FORESTAR RAYZOR\CAD\PRELIMINARY\PLANSHEETS\P-1_PRELIMINARY PLAT.DWG [P-5 PRELIMINARY PLAT] LAST SAVED 1/31/2020 4:42 PM BEING 213.9613 ACRES OUT OF THE ASA HICKMAN SURVEY, ABSTRACT NO. 521 AND A N B TOMPKINS SURVEY ABSTRACT NO. 1246 IN THE CITY OF DENTON, DENTON COUNTY, TEXAS FORESTAR RAYZOR 13455 Noel Rd. Suite 700 Dallas, TX 75240 Tel: (972) 770-1300 Contact: BEN WILLIAMS, P.E. ENGINEER/SURVEYOR: DESIGNED DRAWN CHECKED SCALE AS SHOWN DATE KH PROJECT NO. OWNER: FOR Rayzor Inv. LTD. 400 W Oak St. Suite 302 Dallas, TX 76201 Tel: (940) 387-8711 Contact: Philip A. Baker RBW January 2020 069313607 CITY PROJECT NUMBER: PP19-0019 SDS SDS ROSELAWN DRIVE R O S E L AWN D R IV E KANSAS CITY SOUTHERN RAIL ROAD I-35 DEVELOPER: Forestar Group 2221 E. Lamar BLVD. Suite 790 Arlington, TX 76006 Tel: (972) 741-7292 Contact: Matt Johnson 00 100' 200' GRAPHIC SCALE 100' VICINITY MAP SCALE:1" = 2000' MATCH LINE SEE SHEET P-2 MATCH LINE SEE SHEET P-4 PRELIMINARY PLAT O.R.D.C.T. D.E. U.E. OFFICIAL RECORDS DENTON COUNTY, TEXAS DRAINAGE EASEMENT UTILITY EASEMENT HOA HOMEOWNER'S ASSOCIATION LEGEND B.L. BUILDING LINE STREET NAME CHANGE LINE TYPE LEGEND BOUNDARY LINE EASEMENT LINE SIGHT VISIBILITY TRIANGLE BUILDING LINE RIGHT- OF- WAY LINE R.O.W. RIGHT-OF-WAY W.E. WATER EASEMENT V.E. VISIBILITY EASEMENT P-5 LEGAL DESCRIPTION 213.9613 ACRES BEING a tract of land situated in the Asa Hickman Survey, Abstract No. 521 and the A N B Tompkins Survey, Abstract No. 1246, City of Denton, Denton County, Texas, being all of Lots 3- 10, Block 2, Lots 1-8, Blocks 3, Lots 1-5, Block 4, and part of Lots 1-4, Block 5, Home Acres, an addition to the City of Denton, Texas according to the plat recorded in Cabinet A, Page 177, Plat Records of Denton County, Texas, and being part of “Section 11. TRACT TWO and TRACT THREE” described in Special Warranty Deed to Rayzor Investments, Ltd. recorded in Volume 1796, Page 601, Deed Records of Denton County, Texas, and being more particularly described as follows: BEGINNING at a 1/2-inch iron rod with plastic cap stamped “G&A CONSULTANTS” found at the intersection of the north right-of-way line of Roselawn Drive (a variable width right-of-way) and the east line of Kansas City Southern Railroad (150-foot wide right-of-way), and being the beginning of a curve to the left having a central angle of 14°04'35", a radius of 5804.65 feet, a chord bearing and distance of North 22°50'37" West, 1422.49 feet; THENCE in a northwesterly direction, with said east line of Kansas City Southern Railroad and said curve to the left, an arc distance of 1426.07 feet to a 1/2-inch iron rod found in the south line of a tract of land described in Assumption Warranty Deed to Baltazar Mesta recorded in Document No. 2004-57002, Official Records of Denton County, Texas; THENCE departing said east line of Kansas City Southern Railroad and with said south line of Baltazar Mesta tract, North 89°16'19" East, a distance of 585.20 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” set for the southeast corner of said Baltazar Mesta tract; THENCE with the east line of said Baltazar Mesta tract, North 0°00'06" East, a distance of 1339.36 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” set in the south line of a tract of land described in Warranty Deed with Vendor's Lien to Michael Harry Drury recorded in Volume 708, Page 979 of said Deed Records, for the northeast corner of said Baltazar Mesta tract; THENCE with the south line of said Michael Harry Drury tract, South 89°37'21" East, a distance of 180.39 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” set for the southeast corner of said Michael Harry Drury tract; THENCE with the east line of said Michael Harry Drury tract, North 0°48'59" West, a distance of 281.50 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” set in the south line of Lot 1, Block A, Drury Addition, an addition to the City of Denton, Texas according to the plat recorded in Cabinet F, Page 298 of said Plat Records, for an inner ell corner of said Michael Harry Drury tract; THENCE with the south line of said Lot 1, Block A, Drury Addition, North 89°01'13" East, a distance of 323.62 feet to a 5/8-inch iron rod with plastic cap stamped “GERRY CURTIS RPLS 1640” found for the southeast corner of said Lot 1, Block A, Drury Addition; THENCE with the east line of said Lot 1, Block A, Drury Addition and the east line of a tract of land described in Warranty Deed with Vendor's Lien to Michael H. Drury recorded in Volume 885, Page 24 of said Deed Records, North 0°28'51" West, a distance of 1039.33 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” set for corner; from said point a 5/8-inch iron rod with plastic cap stamped “GERRY CURTIS RPLS 1640” found bears North 68°12'51" West, a distance of 1.79 feet; THENCE departing said east line of Michael H. Drury tract, South 88°55'41" East, a distance of 1630.23 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” set for a westerly outter ell corner of Taylor Park Subdivision, an addition to the City of Denton, Texas according to the plat recorded in Cabinet A, Page 54 of said Plat Records; from said point a 5/8-inch iron rod with plastic cap stamped “GERRY CURTIS RPLS 1640” found bears North 79°47'25" West, a distance of 1.26 feet; THENCE with the west line of said Taylor Park Subdivision, South 0°47'00" West, a distance of 1282.80 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” set for the southwest corner of said Taylor Park Subdivision; from said point a 5/8-inch iron rod with plastic cap stamped “GERRY CURTIS RPLS 1640” found bears North 57°58'15" West, a distance of 2.24 feet; THENCE with the south line of said Taylor Park Subdivision, North 89°36'26" East, a distance of 265.69 feet to a 5/8-inch iron rod found for the northwest corner of a tract of land described in Warranty Deed to Denton Independent School District recorded in Volume 518, Page 89 of said Deed Records; THENCE departing said south line Taylor Park Subdivision and with the west line of said Denton Independent School District tract, South 16°38'42" East, a distance of 1083.06 feet to a 5/8-inch iron rod found for the southwest corner of said Denton Independent School District tract; THENCE with the south line of said Denton Independent School District tract, South 89°36'54" East, a distance of 184.91 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” set for corner; THENCE departing said south line of Denton Independent School District tract, South 0°13'21" East, a distance of 1154.37 feet to a 5/8-inch iron rod with plastic cap stamped “KHA” set in the north right-of-way line of Roselawn Circle (a variable width right-of-way); THENCE with said north right-of-way line of Roselawn Circle, South 89°35'32" West, a distance of 519.00 feet to a 1/2-inch iron rod with plastic cap stamped “BH&C” found for the southeast corner of Lot 1, Block A, Roselawn Elevated Storage Tank Addition, an addition to the City of Denton, Texas according to the plat recorded in Cabinet Y, Page 777 of said Plat Records; THENCE departing said north right-of-way line Roselawn Circle and with the east line of said Lot 1, Block A, Roselawn Elevated Storage Tank Addition, North 0°00'32" East, a distance of 325.00 feet to a 1/2-inch iron rod with plastic cap stamped “BH&C” found for the northeast corner of said Lot 1, Block A, Roselawn Elevated Storage Tank Addition; THENCE with the north line of said Lot 1, Block A, Roselawn Elevated Storage Tank Addition, South 89°35'32" West, a distance of 340.00 feet to a 1/2-inch iron rod with plastic cap stamped “BH&C” found for the northwest corner of said Lot 1, Block A, Roselawn Elevated Storage Tank Addition; THENCE with the west line of said Lot 1, Block A, Roselawn Elevated Storage Tank Addition and with the west right-of-way line of said Roselawn Circle, South 0°00'32" West, a distance of 783.29 feet to a 5/8-inch iron rod with plastic cap stamped “GERRY CURTIS RPLS 1640” found at the intersection of said north right-of-way line Roselawn Circle and said north right-of-way line of Roselawn Drive; THENCE with said north right-of-way line of Roselawn Drive, the following courses and distances: South 89°14'11" West, a distance of 696.11 feet to a 1/2-inch iron rod with plastic cap stamped “G&A CONSULTANTS” found for corner; South 89°48'31" West, a distance of 1346.80 feet to the POINT OF BEGINNING and containing 213.9613 acres or 9,320,155 square feet of land. Bearing system based on the Texas Coordinate System of 1983, North Central Zone (4202), North American Datum of 1983 (2011). LAND USE SUMMARY: EXISTING USE: 214.0 ACRES AGRICULTURAL & MYSKA AIR FIELD PROPOSED USE: SINGLE - FAMILY: 149.67± ACRES PROPOSED USE:OPEN SPACE/ESA PRESERVATION AREA: 64.23± ACRES VEHICLE TRIP GENERATION: 710 SINGLE FAMILY LOTS @ 9.44 DAILY RATE = 6,703 TRIPS NOTE: VALUES FOR THE VEHICLE TRIP GENERATION WERE CALCULATED FROM THE ITE TRIP GENERATION MANUAL. NOTES: 1. ACCEPTANCE OF THE DRAINAGE FEATURES IDENTIFIED ON THE PRELIMINARY PLAT ARE SUBJECT TO CHANGE DURING THE FINAL PLAT PROCESS AND DO NOT CONSTITUTE SUBSEQUENT APPROVAL OF SAME. THE CITY RESERVES THE RIGHT TO REQUIRE ADDITIONAL DATA OR STUDIES TO ENSURE COMPLIANCE WITH CITY OF DENTON SUBDIVISION AND LAND REGULATIONS, DRAINAGE DESIGN CRITERIA AND COMPREHENSIVE MASTER DRAINAGE PLAN. 2. DISCHARGE FROM ANY DETENTION POND OUTFALL OR STORM DRAIN OUTFALL MAY REQUIRE AN OFFSITE DRAINAGE EASEMENT TO ACCOMMODATE THE FLOW. IF AN OFFSITE DRAINAGE EASEMENT IS REQUIRED, A STUDY SHALL BE MADE OF THE OFF-SITE PROPERTY TO DETERMINE THE SIZE OF THE DRAINAGE EASEMENT TO ACCOMMODATE THE FLOW. REMOVED ESA EXISTING ESA ESA DATA SUMMARY TABLE AREA (AC) 30.1 15.0 PRESERVED ESA 15.1 GAS WELL NOTES: 1. THIS NOTE APPLIES TO THE FOLLOWING LOTS: 1.1. BLOCK A: 1-9; 94-104; 106 1.2. BLOCK C: 1-5; 31-33; 35-44 1.3. BLOCK I: 1-46 / 13 & 34 HOA 1.4. BLOCK J: 1-26 / 26 HOA 1.5. BLOCK K:1-29 / 29 HOA 1.6. BLOCK L: 3-28 1.7. BLOCK M: 1-14 / 14 HOA 1.8. BLOCK O: 4-15 / 10 HOA 1.9. BLOCK P: 11-20 / 16 HOA 1.10. BLOCK Q: 1-13 / 13 HOA 1.11. BLOCK R: 1-12 / 10 HOA 1.12. BLOCK S: 1-14 / 6 HOA 1.13. BLOCK T: 18-21 1.14. BLOCK U: 1-11 / 1 HOA 1.15. BLOCK V: 1-13 / 13 HOA 1.16. BLOCK W: 1-35 / 35 HOA 1.17. BLOCK X: 2-24 / 24 HOA 1.18. BLOCK Z: 40-43 1.19. BLOCK AA: 14-19 / 18 HOA 1.20. BLOCK BB; 1-35 / 15-35 HOA 2. LOT PURCHASERS SHALL BE ADVISED OF THE EXISTENCE OF PRODUCING WELLS ON THE DRILLING AND PRODUCTION SITES, THE POSSIBILITY OF NEW WELLS THAT MAY BE DRILLED AND FRACTURE STIMULATED ON THE DRILLING AND PRODUCTION SITES, AS WELL AS POSSIBILITY THAT GAS WELLS ON THE DRILLING AND PRODUCTION SITES MAY BE RE-DRILLED AND /OR RE-FRACTURE STIMULATED IN THE FUTURE. Planning Approved 02/06/20 Cindy Jackson PP19-0019 P&Z Approved 02/06/20 PP19-0019 P&Z Approved 02/06/20 Cindy Jackson 1119 PLOTTED BY CERQUEIRA, JOSEPH 1/14/2020 1:17 PM DWG NAME K:\DAL_CIVIL\069313607-FORESTAR RAYZOR\CAD\PRELIMINARY\PLANSHEETS\P-1_PRELIMINARY PLAT.DWG [P-6 PRELIMINARY PLAT] LAST SAVED 1/14/2020 12:12 PM BEING 213.9613 ACRES OUT OF THE ASA HICKMAN SURVEY, ABSTRACT NO. 521 AND A N B TOMPKINS SURVEY ABSTRACT NO. 1246 IN THE CITY OF DENTON, DENTON COUNTY, TEXAS FORESTAR RAYZOR 13455 Noel Rd. Suite 700 Dallas, TX 75240 Tel: (972) 770-1300 Contact: BEN WILLIAMS, P.E. ENGINEER/SURVEYOR: DESIGNED DRAWN CHECKED SCALE AS SHOWN DATE KH PROJECT NO. OWNER: FOR Rayzor Inv. LTD. 400 W Oak St. Suite 302 Dallas, TX 76201 Tel: (940) 387-8711 Contact: Philip A. Baker RBW January 2020 069313607 CITY PROJECT NUMBER: PP19-0019 SDS SDS ROSELAWN DRIVE R O S E LAW N D RI V E KANSAS CITY SOUTHERN RAIL ROAD I-35 DEVELOPER: Forestar Group 2221 E. Lamar BLVD. Suite 790 Arlington, TX 76006 Tel: (972) 741-7292 Contact: Matt Johnson VICINITY MAP SCALE:1" = 2000' PRELIMINARY PLAT P-6 Planning Approved 02/06/20 Cindy Jackson PP19-0019 P&Z Approved 02/06/20 PP19-0019 P&Z Approved 02/06/20 Cindy Jackson 1120 Forestar Rayzor ESA Assessment Narrative Copyright © 2019, Kimley-Horn and Associates, Inc. To: City of Denton Cc: Christi Upton, Environmental Services From: Sierra Gibbons, Kimley-Horn Ben Williams, Kimley-Horn Date: August 16, 2019 Subject: Forestar Rayzor – ESA Assessment – Project Narrative This ESA Assessment was completed on a 214-acre parcel north of Roselawn Drive and east of a railroad in Denton, Denton County, Texas (Sheet 1). The City’s GIS delineates areas of Riparian Buffer ESA, Water Related Habitat ESA, and Upland Habitat ESA shown on Sheet 2. We completed an ESA Assessment based on site visits completed on November 28, 2018 and August 9, 2019 and have depicted the observed ESAs on Sheet 3. A comparison of the ESAs mapped by the City and the ESAs observed during the field reconnaissance by Kimley-Horn staff is shown on Sheet 4. Two streams were observed within the study area and are depicted on Sheet 5. The description of each stream is as follows including the length and ordinary high water mark (OHWM): • Stream 1 (S1) – is approximately 3,620-linear feet and flows from the northeastern boundary of the study area to the southern boundary of the study area, flowing through a culvert under Roselawn Drive. The OHWM in S1 ranged from 4-feet to 8-feet and was influenced by stormwater runoff from a residential development to the northeast. The banks were generally steep and highly eroded. Perennial pools were observed throughout the stream (concentrated in the southern end; however, no flowing water was observed. Large amounts of woody debris and household waste was observed throughout the stream channel. S1 is mapped on the USGS Topographic Map (Sheet 6). • Stream 2 (S2) – is approximately 210-linear feet with an approximately 3-foot OHWM and was observed flowing off of and then back into S1 in the south-central portion of the study area. S1 contained standing water in November 2018, but no water was observed in S2 in August 2019. The City mapped areas of Upland Habitat ESA and Water Related Habitat ESA in the southeastern portion of the study area and surrounding S1. These areas were generally confirmed during the site visits and the boundaries are depicted on Sheets 3 and 4. The upland habitat was dominated by post oak (Quercus stellata) and blackjack oak (Quercus marilandica) with an understory of Chinese privet (Ligustrum sinense). The water related habitat had two different tree communities. The northern community was dominated by American elm (Ulmus Americana), black willow (Salix nigra), green ash (Fraxinus pennsylvanica), and Osage Orange (Maclura pomifera). The southern community was dominated by pecan (Carya illinoinensis), hackberry (Celtis laevigata), and cedar elm (Ulmus crassifolia). 1121 Forestar Rayzor ESA Assessment Narrative .8 Copyright © 2019, Kimley-Horn and Associates, Inc Based on a field reconnaissance it is our analysis that the City mapped Stream Buffer ESA shown on Sheet 2 is mostly consistent with the locations of observed stream buffers surrounding the delineated streams (Sheet 3). A comparison of the City mapped ESAs and the ESAs observed by Kimley-Horn during the field reconnaissance is shown on Sheet 4. A Conditional Letter of Map Revision (CLOMR) was submitted to FEMA on August 15, 2019 to remove parts of the study area from 100-year floodplain. The pre-project 100-year floodplain is shown on Sheet 3 and 4, representative of the existing floodplain ESA. The post-project 100-year floodplain is shown on Sheet 7. The proposed improvements include cut and fill beginning at a distance of 50-feet or greater from the centerline of the S1. A new culvert crossing is proposed at the extension of Parvin Street (included on the City of Denton Mobility Plan as a future collector pathway). The proposed culvert crossing is sized to be 5-8’x8’ RCBs. A Photo Location Map is included as Sheet 8 with corresponding photos from the field reconnaissance site visits. A representative from Kimley-Horn would like to be present if any additional site assessments are required. As always, we look forward to working with the City of Denton on this project. Summary of attachments: Figures Sheet 1 – Vicinity Map Sheet 2 – City Mapped ESAs Sheet 3 – Observed ESAs Sheet 4 – Combined City Mapped and Observed ESAs Sheet 5 – Observed Streams Sheet 6 – USGS Topographic Map Sheet 7 – Floodplain Study Sheet 8 – Photo Location Map and corresponding photos Assessment Forms Floodplain ESA Water Related Habitat ESA Riparian Buffer ESA -S1 -S2 Upland Habitat 1122 Version 2, J. Dailey, January 2009 Owner: Address or Location: Stream Name: TrakIt #: Floodplain Information Floodplain type: Undeveloped / Developed If undeveloped, is there an approved LOMR, CLOMR or LOMA for the site? Yes / No If undeveloped, is there a pending LOMR, CLOMR or LOMA for the site? Yes / No Floodplain zone(s): 100-yr / 500-yr / both 100-yr & 500-yr Is floodway present? Yes / No If yes, is Riparian ESA assessment needed? Yes / No General Land Use Forest Commercial / Industrial Agricultural (crop _________/ pasture / fallow) Recreational Residential (low intensity / high intensity) Other: ________________ Soil Deposition and Erosion Does the floodplain slope to waterway or is natural levee present? If natural levee is present, are wetlands located behind it? Yes / No If yes, is Water-Related Habitat assessment needed? Yes / No Soil Map Unit Names(s): Active erosion: slight / moderate / severe Is evidence of sheet flow present? _ _________ Is evidence of concentrated flow present? Vegetation Floodplain ESA Assessment Form 2203 Kendolph Drive Rayzor Investments LTD S1 ESA2019-0028 Slopes to waterway 66-Ponder loam, 1 to 3 percent slopes; 85-Wilson-Urban land complex, 0 to 2 percent slopes Yes, debris wracking observed X X Yes, through stream 66-Ponder loam, 1 to 3 percent slopes; 85-Wilson-Urban land complex, 0 to 2 percent slopes 1123 Cover type: cement / bare / grass / shrub / forest young / forest old Plant cover on existing land: little –none / moderate / well vegetated Briefly describe dominant vegetation: _ Invasive exotics present? Yes / No Invasive specie(s): Approximate area of infestation: Trees Are tree(s) present > 6” DBH? Yes / No Are any trees to be removed? Yes / No Are any trees > 6” DBH to be removed? Yes / No Required Attachments: Comments: 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. Forest dominated by hackberry, cedar elm and osage-orange; shrubs consisting of young mesquite and privet were observed along the edge of the theforest; upland grasses dominated the pasture. Chinese Privet 50% X Observed ESA Map Combined ESA Map FEMA 100-year floodplain is shown on the maps. 1124 Signature of field investigator: ________________________________________ Date: Approval: ________________________________________ Date: ________________________________________ 08/12/2019 22 Aug 2019 1125 Owner: __ TrakIt #: __ Address or Location: Stream Name: Approximate Width: Order: General Land Use (current) Forest Commercial / Industrial Agricultural (crop __________, pasture, fallow) Recreational Residential (low intensity, high intensity) Other: _____________________ Purpose of Riparian Buffer (check all that apply) intercept sediment Intercept nutrients / fertilizers intercept pesticides intercept other pollutants lower water temperature help stabilize streambank Improve fish habitat improve wildlife habitat aesthetics (species of interest ___________________) Privacy Stream Bank Condition Evidence of frequent water level changes (Yes / No) Existing plant cover: little none / moderate / well vegetated Slope of bank: Dominant cover: cement / bare / grass / shrub / forest young / forest old Soil class: clay / sand / loam / gravel / ledge Large leaning trees? Active erosion: slight / moderate / severe Invasive exotics present? Approximate area of infestation: Top of Bank Existing plant cover: little none / moderate / well vegetated Floodway present? Dominant cover: cement / bare / grass / shrub / forest young / forest old Soil type: Invasive exotics present? Approximate area of infestation: Riparian ESA Assessment Form Version 4, J. Dailey, October 2012 Rayzor Investments LTD ESA2019-0028 2203 Kendolph Drive S1 4 to 8-ft Intermittent 45 to 80% X X X Yes (minimal) yes - privet 5% yes (in south) 85-Wilson urban land complex 0 to 2% slopes 36-Gasil fine sandy loam, 3 to 8 percent slopes 66- Ponder loam, 1 to 3 percent slopes yes - privet 30% 1126 Above the Bank Active erosion: slight / moderate / severe Slope: ___ ________________________ Does the land slope toward or away from water? ______ ________________ Does the land direct runoff towards the buffer? _____ ___________________ Evidence of sheet flow or concentrated flow? ____ _____________________ Plant cover on existing land: little none / moderate / well vegetated Dominant cover: cement / bare / grass / shrub / forest young / forest old Invasive exotics present? _ ____ Approximate area of infestation: __ ___________ Nuisance wildlife present? No / No Species Water Quality Color: clear / slightly turbid / turbid (in ponds) / very turbid no flowing water Type and Quantity of Potential Pollutants from Drainage Area (check all that apply) Lawns, landscapes, or other areas where fertilizers or pesticides are used Land intesively cropped with exposed soils at certain times of the year Commercial fertilzer used Commercial pesticides used Grazing animals use the drainage area Grazing animals have access to the stream Parking lots or roads send runoff into the stream Steep slopes drain into the stream Sensitive fisheries present Plant or animal species of concern are present Stream used for swimming or boating Stream is used as a drinking water source A well is located near the stream Construction is proposed in the drainage area. Construction is: Low impact potential (parks, low density residential) High impact potential (urban development) Gas well plat Stream / watershed is in close proximity (3-4 miles) to a downstream surface water supply X X 15% toward yes concentrated through channels yes - privet 30% No X X X X 1127 Vegetation Brief Survey Bank Dominant species scientific names Common names % cover Indicator status 1 2 3 4 5 6 7 8 9 10 Buffer Dominant species scientific names Common names % cover Indicator status 1 2 3 4 5 6 7 8 9 10 Hydrophytic Vegetation Indicator Ratio Bank __ __ Buffer __ __ Ligustrum sinense 3:4 Chinese privet 10 FAC Xanthium strmarium Rough cocklebur 5 FAC Celtis laevigata Hackberry 5 FAC Salix nigra 15 FACWBlack willow 5 FACU 10 UPL Maclura pomifera Osage orange Silktree Albizia julibrissin 30 UPL 15 FACU Ligustrum sinense Chinese privet Prosopis glandulosa Mesquite 2:7 Eupatrium capillifolium Dog fennel 5 FACU Ambrosia trifida Giant ragweed 5 FAC 10 FACUCatalpa speciosa Northern Catalpa 1128 Hydrology Indicators (Primary) (Secondary) Inundated Oxidized Root channels in upper 12 inches Soil Saturated in Upper 12 inches Water stained leaves Water marks County Soil Survey Drift lines Fac-Neutral Test Sediment Deposits Evidence of drainage pattern Comments: ____ __________________________________________________________________ Hydric Soil Indicators Histosol Concretions Histic Epipedon High surface organic content Sulfidic odor Organic streaking in sandy soils Aquic Moisture Regime Listed on local hydric soil list Reducing conditions Listed on national hydric soils list Gleyed or Low Chroma Colors Other (explain in comments) Comments: _____ ______________ Required Attachments: Comments: Conclusions No wetland hydrology was observed S1 flows through the center of the Site and is surrounded by a combination of young mesquite thicket and bottomland hardwood forest (water related habitat). Erosion is present throughout the stream, and frequent high velocity flows through the channel were evident based on the amount of debris throughout the channel. Perennial pools were observe in the southern end of the stream, likely caused by the construction of Roselawn Drive. Portions of the stream were dry. No hydric soils were observed Observed ESA Map Combined ESA Map Observed Streams A riparian buffer surrounding S2 is 100-feet in size. 1129 Based upon the site inspection by the City of Denton, the area in question is NOT an ESA requiring 50 or 100 foot buffers 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 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 (if this box is checked, fill out supplemental RSAT form) 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. Signature of field investigator: _ ____ __________ Date: ____________ _______________ Approval: __________________________________________ Date: __________________________________________ 08/12/2019 X 3 Sep 2019 1130 RSAT Evaluation Category General Rating Categories and Associated Point Ranges Excellent Good Fair Poor Points 1. Channel Stability 9-11 6-8 3-5 0-2 2. Channel Scouring / Deposition 7-8 5-6 3-4 0-2 3. Physical In-stream Habitat 7-8 5-6 3-4 0-2 4. Water Quality 7-8 5-6 3-4 0-2 5. Riparian Habitat Conditions 6-7 4-5 2-3 0-2 6. Biological Indicators 7-8 5-6 3-4 0-2 Enter NA for not applicable categories Total Total Points Verbal Ranking Total Score _______ or__% of total 42-50 Excellent (or 84 percent of total) (if NA is entered 30-41 Good on any category) 16-29 Fair <16 Poor (less than 32 percent of total) Table 1. Channel Stability Category Relative Significance Excellent Good Fair Poor Indicative of hydrological flow regime alteration and general condition of physical / aquatic habitat Provides insight into the past, present, and possible future changes in stream channel morphometry. > 80% of bank network is stable. No evidence of bank sloughing or failure 71-80 % of bank network stable. Infrequent signs of bank sloughing, slumping or failure. 50-70 % of bank network stable. Some signs of bank sloughing, slumping or failure. < 50 % of bank network stable. Recent signs of bank sloughing, slumping or failures are frequently observed. Stream bend areas are very stable. Outer bank height is slightly above stream level. Bank overhang minimal Stream bend areas are stable. Outer bank height 2-3 ft. above stream level. Bank overhang slight to moderate Stream bend areas are unstable. Outer bank height is substantially above stream level. Bank overhang is substantial Stream bend areas are highly unstable. Outer bank height significantly above stream level. Overhangs are large and deep. Exposed tree roots old, large, and woody. Generally 0-1 recent large tree falls / stream mile Exposed tree roots old and large, smaller young roots scarce. 2-3 recent large tree falls / stream mile Young exposed tree roots are common. 4-5 recent large tree falls per stream mile Young exposed tree roots are abundant. 6 or more recent large tree falls per stream mile. Bottom 1/3 of bank is generally highly erosion resistant plant / soil matrix or material Bottom 1/3 of bank is generally highly erosion resistant plant / soil matrix or material Bottom 1/3 of bank is generally highly erodible material. Plant / soil matrix is compromised. Bottom 1/3 of bank is highly erodible material. Plant / soil matrix is severely compromised or nonexistent. Channel Cross section is generally V or U- shaped Channel cross section is Channel cross section is generally trapezoid-shaped Channel cross section is generally shaped like a wide trapezoid to rectangle Point range 9-11 6-8 3-5 0-2 Points given Supplemental RSAT Form Rapid Stream Assessment Techniques version 1 2 5 3 4 5 3 22 22 Fair 2 1131 Table 2. Channel Scouring and Sediment Deposition Relative Significance Excellent Good Fair Poor Relates to the level of uncontrolled storm water runoff, sediment load, and transport and degradation of in- stream habitat Riffle embedded < 25% sand / silt (<35 % for larger order streams) Riffle embedded 25 to 49% sand / silt (35 to 59 % for larger order streams) Riffle embedded 50- 75 % (60 to 85% embedded for larger streams) > 75 % riffle embedded (> 85% for larger streams) Potential for high number of deep pools (2 ft. or deeper). Pool substrate < 30% sand / silt Potential for moderate number of deep pools. Pool substrate 30-59 percent sand / silt. Potential for low number of deep pools. Pool substrate is 60 to 80 percent sand / silt Potential for few, if any, deep pools. Pool substrate >80 percent sand / silt Streambed streak marks and / or banana- shaped sediment deposits are absent Streak marks or banana- shaped deposits are uncommon Streak marks or banana-shaped deposits are common Streak marks or banana- shaped deposits are very common Fresh, large sand deposits in channel are rare or absent. No evidence of fresh deposition on overbank areas Fresh, large sand deposits in channel are uncommon. Small localized areas of fresh sand deposits along the top of low banks Fresh, large sand deposits in channel are common. Moderate numbers of localized areas of fresh sand deposits along the top of low banks Fresh, large sand deposits very common in channel. Moderate to heavy sand deposition along major portions of the overbank area Point bars are few, small, stable, and are well vegetated and / or covered with little or no fresh sand on point bars. Point bars are small and stable, and are well vegetated and / or covered with a moderate amount of fresh sand Point bars are moderate to large sized and are unstable. High amounts of fresh sand are common Point bars are moderate to large sized and unstable, with high amounts of fresh sand present in most stream bends Point range 7-8 5-6 3-4 0-2 Points given 5 1132 Table 3. Physical In-stream Habitat Relative Significance Excellent Good Fair Poor Relates to the ability of the stream to meet basic physical requirements necessary for the support of a well balanced aquatic community (i.e, water temperature, water velocity, substrate type and wetted perimeter >85 percent of bottom channel width during seasons where water flows (non-storm water base flows) wetted perimeter 61 to 85 percent of bottom channel width during seasons where water flows (non- storm water base flows) wetted perimeter 40 to 60 percent of bottom channel width during seasons where water flows (non-storm water base flows) wetted perimeter < 40 percent of bottom channel width during seasons where water flows (non- storm water base flows) Evidence of riffles, runs and pools is present. Stream will likely have areas of diverse flow when water is present. Good mix between riffles, runs, and pools. Evidence of relatively diverse velocity and depth of flow when water is present. Few pools are present and riffles / runs predominate. Depth is shallower and more uniform. Dominated by one habitat type (usually runs) and one velocity / depth condition. Velocity / depth diversity is very low. Riffles are composed of cobble, gravel, or rubble with little sand / silt (> 50 percent larger material) Riffles represent a good mix of cobble, gravel, or rubble(25-49 % larger material) Riffle substrate composition is predominantly small cobble with gravel and sand (5-24 % cobble) Riffle composition is predominantly small gravel with a high percentage of sand (<5 percent cobble). inches deep during periods when water flows (non-storm base flows) Riffle depths are 4.0 to 5.9 inches deep during periods when water flows (non- storm base flows) Riffle depths are 2.0 to 3.9 inches deep during periods when water flows (non-storm base flows) Riffle depths are less than 2 inches deep during periods when water flows (non-storm base flows) Large pools are generally > 24 inches deep. Large pools are generally 18 to 24 inches deep. Large pools are generally 12 to 18 inches deep. Large pools are generally < 12 inches deep. No channel alteration Slight amount of channel modification Moderate amount of channel modification Extensive channel modification Summer afternoon water temperature in middle of water column < 82 degrees Summer afternoon water temperature in middle of water column 82 89 degrees Summer afternoon water temperature in middle of water column 89 94 degrees Summer afternoon water temperature in middle of water column > 94 degrees Point range 7-8 5-6 3-4 0-2 Points given 3 1133 Table 4. Water Quality (only applicable when the stream is actively flowing) Relative Significance Excellent Good Fair Poor Indicative of watershed perturbations / general level of human activity, point and non- point source pollutant loadings, and aquatic habitat conditions. Only applicable during times when the stream is actively flowing Substrate fouling level 0-10 % on the underside of rocks (refers to the percentage of a cobble sized stone lying free in the streambed that is coated with biological growth). Substrate fouling leve1 light (11-20 %) on the underside of rocks (refers to the percentage of a cobble sized stone lying free in the streambed that is coated with biological growth). Substrate fouling level moderate (21-50 %) on the underside of rocks (refers to the percentage of a cobble sized stone lying free in the streambed that is coated with biological growth). Substrate fouling level high ( > 50 % ) on the underside of rocks (refers to the percentage of a cobble sized stone lying free in the streambed that is coated with biological growth). TDS 350-399 mg/L TDS 400-449 mg/L TDS 450-500 mg/L TDS >500 mg/L Water has no odor Water has slight organic odor Water has slight moderate organic odor Water has moderate to strong organic odor Point range 7-8 5-6 3-4 0-2 Points given Table 5. Riparian Habitat Conditions Relative Significance Excellent Good Fair Poor Provides insight into changes in stream energetics, temperature regimes, and both aquatic and terrestrial habitat conditions. Wide (<200 feet) mature forested buffer along both banks Forested buffer generally more than 100 feet wide along the major portion of both banks Riparian area is predominantly wooded, but there are major localized gaps in one or both banks Riparian area is mostly non-woody vegetation, with narrow-width riparian areas. Canopy coverage shading for a majority percent for large streams) Canopy coverage provides 65-79 percent shading for a majority of the stream (45 to 59 percent for large streams) Canopy coverage provides 45-64 percent shading for a majority of the stream (30-44 percent for large streams) Canopy coverage provides < 45 percent shading for a majority of the stream (<30 percent for large streams) Point range 6-7 4-5 2-3 0-1 Points given Table 6. Biological Indicators (only applicable when the stream is actively flowing) Relative Significance Excellent Good Fair Poor Considered to be the best overall indication of stream health and the level of watershed perturbation. Diverse community of macroinvertebrates dominated by mayflies and caddisflies. Few snails, leeches, aquatic worms present Mayflies and caddisflies are present. Good overall diversity Pollution tolerant caddisflies, midge larva or other dipterans predominant, large number of aquatic worms, lower diversity Low diversity, generally dominated by midge larva or other dipterans, aquatic worms, and snails. Moderate to high number of different organisms Moderate to high number of different organisms Low to moderate number of individuals Very low number of individuals Point range 7-8 5-6 3-4 0-2 Points given 4 3 5 1134 Owner: __ TrakIt #: __ Address or Location: Stream Name: Approximate Width: Order: General Land Use (current) Forest Commercial / Industrial Agricultural (crop __________, pasture, fallow) Recreational Residential (low intensity, high intensity) Other: _____________________ Purpose of Riparian Buffer (check all that apply) intercept sediment Intercept nutrients / fertilizers intercept pesticides intercept other pollutants lower water temperature help stabilize streambank Improve fish habitat improve wildlife habitat aesthetics (species of interest ___________________) Privacy Stream Bank Condition Evidence of frequent water level changes (Yes / No) Existing plant cover: little none / moderate / well vegetated Slope of bank: Dominant cover: cement / bare / grass / shrub / forest young / forest old Soil class: clay / sand / loam / gravel / ledge Large leaning trees? Active erosion: slight / moderate / severe Invasive exotics present? Approximate area of infestation: Top of Bank Existing plant cover: little none / moderate / well vegetated Floodway present? Dominant cover: cement / bare / grass / shrub / forest young / forest old Soil type: Invasive exotics present? Approximate area of infestation: Riparian ESA Assessment Form Version 4, J. Dailey, October 2012 Rayzor Investments LTD ESA2019-0028 2203 Kendolph Drive S2 3-ft Ephemeral 15% X X X no yes - privet 5% no 85-Wilson urban land complex 0 to 2% slopes yes - privet 30% 1135 Above the Bank Active erosion: slight / moderate / severe Slope: ___ ________________________ Does the land slope toward or away from water? ______ ________________ Does the land direct runoff towards the buffer? _____ ___________________ Evidence of sheet flow or concentrated flow? ____ _____________________ Plant cover on existing land: little none / moderate / well vegetated Dominant cover: cement / bare / grass / shrub / forest young / forest old Invasive exotics present? _ ____ Approximate area of infestation: __ ___________ Nuisance wildlife present? No / No Species Water Quality Color: clear / slightly turbid / turbid (in ponds) / very turbid no flowing water Type and Quantity of Potential Pollutants from Drainage Area (check all that apply) Lawns, landscapes, or other areas where fertilizers or pesticides are used Land intesively cropped with exposed soils at certain times of the year Commercial fertilzer used Commercial pesticides used Grazing animals use the drainage area Grazing animals have access to the stream Parking lots or roads send runoff into the stream Steep slopes drain into the stream Sensitive fisheries present Plant or animal species of concern are present Stream used for swimming or boating Stream is used as a drinking water source A well is located near the stream Construction is proposed in the drainage area. Construction is: Low impact potential (parks, low density residential) High impact potential (urban development) Gas well plat Stream / watershed is in close proximity (3-4 miles) to a downstream surface water supply X X 15% toward (the eastern side does eventually slope away toward S1) Yes Concentrated through stream yes - privet 30% No X X 1136 Vegetation Brief Survey Bank Dominant species scientific names Common names % cover Indicator status 1 2 3 4 5 6 7 8 9 10 Buffer Dominant species scientific names Common names % cover Indicator status 1 2 3 4 5 6 7 8 9 10 Hydrophytic Vegetation Indicator Ratio Bank __ __ Buffer __ __ Ligustrum sinense 0:2 Chinese privet 5 UPL Various Upland grasses 70 UPL Celtis laevigata Hackberry 10 FAC Ulmus americana 5 FACAmerican Elm 10 FACU 5 FAC Maclura pomifera Osage orange Carya illinoinensis Pecan 30 UPL 70 UPL Ligustrum sinense Chinese privet Various Upland grasses 3:6 1137 Hydrology Indicators (Primary) (Secondary) Inundated Oxidized Root channels in upper 12 inches Soil Saturated in Upper 12 inches Water stained leaves Water marks County Soil Survey Drift lines Fac-Neutral Test Sediment Deposits Evidence of drainage pattern Comments: ____ __________________________________________________________________ Hydric Soil Indicators Histosol Concretions Histic Epipedon High surface organic content Sulfidic odor Organic streaking in sandy soils Aquic Moisture Regime Listed on local hydric soil list Reducing conditions Listed on national hydric soils list Gleyed or Low Chroma Colors Other (explain in comments) Comments: _____ ______________ Required Attachments: Comments: Conclusions No wetland hydrology was observed S2 is connected to S1 on either end. The stream contained a small amount of water during the site visit in late 2018. The stream did not contain water during the site visit in August 2019. No hydric soils were observed Observed ESA Map Combined ESA Map Observed Streams A riparian buffer surrounding S2 is 100-feet in size. 1138 Based upon the site inspection by the City of Denton, the area in question is NOT an ESA requiring 50 or 100 foot buffers 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 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 (if this box is checked, fill out supplemental RSAT form) 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. Signature of field investigator: _ ____ __________ Date: ____________ _______________ Approval: __________________________________________ Date: __________________________________________ 08/12/2019 X 3 Sep 2019 1139 RSAT Evaluation Category General Rating Categories and Associated Point Ranges Excellent Good Fair Poor Points 1. Channel Stability 9-11 6-8 3-5 0-2 2. Channel Scouring / Deposition 7-8 5-6 3-4 0-2 3. Physical In-stream Habitat 7-8 5-6 3-4 0-2 4. Water Quality 7-8 5-6 3-4 0-2 5. Riparian Habitat Conditions 6-7 4-5 2-3 0-2 6. Biological Indicators 7-8 5-6 3-4 0-2 Enter NA for not applicable categories Total Total Points Verbal Ranking Total Score _______ or__% of total 42-50 Excellent (or 84 percent of total) (if NA is entered 30-41 Good on any category) 16-29 Fair <16 Poor (less than 32 percent of total) Table 1. Channel Stability Category Relative Significance Excellent Good Fair Poor Indicative of hydrological flow regime alteration and general condition of physical / aquatic habitat Provides insight into the past, present, and possible future changes in stream channel morphometry. > 80% of bank network is stable. No evidence of bank sloughing or failure 71-80 % of bank network stable. Infrequent signs of bank sloughing, slumping or failure. 50-70 % of bank network stable. Some signs of bank sloughing, slumping or failure. < 50 % of bank network stable. Recent signs of bank sloughing, slumping or failures are frequently observed. Stream bend areas are very stable. Outer bank height is slightly above stream level. Bank overhang minimal Stream bend areas are stable. Outer bank height 2-3 ft. above stream level. Bank overhang slight to moderate Stream bend areas are unstable. Outer bank height is substantially above stream level. Bank overhang is substantial Stream bend areas are highly unstable. Outer bank height significantly above stream level. Overhangs are large and deep. Exposed tree roots old, large, and woody. Generally 0-1 recent large tree falls / stream mile Exposed tree roots old and large, smaller young roots scarce. 2-3 recent large tree falls / stream mile Young exposed tree roots are common. 4-5 recent large tree falls per stream mile Young exposed tree roots are abundant. 6 or more recent large tree falls per stream mile. Bottom 1/3 of bank is generally highly erosion resistant plant / soil matrix or material Bottom 1/3 of bank is generally highly erosion resistant plant / soil matrix or material Bottom 1/3 of bank is generally highly erodible material. Plant / soil matrix is compromised. Bottom 1/3 of bank is highly erodible material. Plant / soil matrix is severely compromised or nonexistent. Channel Cross section is generally V or U- shaped Channel cross section is Channel cross section is generally trapezoid-shaped Channel cross section is generally shaped like a wide trapezoid to rectangle Point range 9-11 6-8 3-5 0-2 Points given Supplemental RSAT Form Rapid Stream Assessment Techniques version 1 7 1 1 4 5 2 20 20 Fair 7 1140 Table 2. Channel Scouring and Sediment Deposition Relative Significance Excellent Good Fair Poor Relates to the level of uncontrolled storm water runoff, sediment load, and transport and degradation of in- stream habitat Riffle embedded < 25% sand / silt (<35 % for larger order streams) Riffle embedded 25 to 49% sand / silt (35 to 59 % for larger order streams) Riffle embedded 50- 75 % (60 to 85% embedded for larger streams) > 75 % riffle embedded (> 85% for larger streams) Potential for high number of deep pools (2 ft. or deeper). Pool substrate < 30% sand / silt Potential for moderate number of deep pools. Pool substrate 30-59 percent sand / silt. Potential for low number of deep pools. Pool substrate is 60 to 80 percent sand / silt Potential for few, if any, deep pools. Pool substrate >80 percent sand / silt Streambed streak marks and / or banana- shaped sediment deposits are absent Streak marks or banana- shaped deposits are uncommon Streak marks or banana-shaped deposits are common Streak marks or banana- shaped deposits are very common Fresh, large sand deposits in channel are rare or absent. No evidence of fresh deposition on overbank areas Fresh, large sand deposits in channel are uncommon. Small localized areas of fresh sand deposits along the top of low banks Fresh, large sand deposits in channel are common. Moderate numbers of localized areas of fresh sand deposits along the top of low banks Fresh, large sand deposits very common in channel. Moderate to heavy sand deposition along major portions of the overbank area Point bars are few, small, stable, and are well vegetated and / or covered with little or no fresh sand on point bars. Point bars are small and stable, and are well vegetated and / or covered with a moderate amount of fresh sand Point bars are moderate to large sized and are unstable. High amounts of fresh sand are common Point bars are moderate to large sized and unstable, with high amounts of fresh sand present in most stream bends Point range 7-8 5-6 3-4 0-2 Points given 1 1141 Table 3. Physical In-stream Habitat Relative Significance Excellent Good Fair Poor Relates to the ability of the stream to meet basic physical requirements necessary for the support of a well balanced aquatic community (i.e, water temperature, water velocity, substrate type and wetted perimeter >85 percent of bottom channel width during seasons where water flows (non-storm water base flows) wetted perimeter 61 to 85 percent of bottom channel width during seasons where water flows (non- storm water base flows) wetted perimeter 40 to 60 percent of bottom channel width during seasons where water flows (non-storm water base flows) wetted perimeter < 40 percent of bottom channel width during seasons where water flows (non- storm water base flows) Evidence of riffles, runs and pools is present. Stream will likely have areas of diverse flow when water is present. Good mix between riffles, runs, and pools. Evidence of relatively diverse velocity and depth of flow when water is present. Few pools are present and riffles / runs predominate. Depth is shallower and more uniform. Dominated by one habitat type (usually runs) and one velocity / depth condition. Velocity / depth diversity is very low. Riffles are composed of cobble, gravel, or rubble with little sand / silt (> 50 percent larger material) Riffles represent a good mix of cobble, gravel, or rubble(25-49 % larger material) Riffle substrate composition is predominantly small cobble with gravel and sand (5-24 % cobble) Riffle composition is predominantly small gravel with a high percentage of sand (<5 percent cobble). inches deep during periods when water flows (non-storm base flows) Riffle depths are 4.0 to 5.9 inches deep during periods when water flows (non- storm base flows) Riffle depths are 2.0 to 3.9 inches deep during periods when water flows (non-storm base flows) Riffle depths are less than 2 inches deep during periods when water flows (non-storm base flows) Large pools are generally > 24 inches deep. Large pools are generally 18 to 24 inches deep. Large pools are generally 12 to 18 inches deep. Large pools are generally < 12 inches deep. No channel alteration Slight amount of channel modification Moderate amount of channel modification Extensive channel modification Summer afternoon water temperature in middle of water column < 82 degrees Summer afternoon water temperature in middle of water column 82 89 degrees Summer afternoon water temperature in middle of water column 89 94 degrees Summer afternoon water temperature in middle of water column > 94 degrees Point range 7-8 5-6 3-4 0-2 Points given 1 1142 Table 4. Water Quality (only applicable when the stream is actively flowing) Relative Significance Excellent Good Fair Poor Indicative of watershed perturbations / general level of human activity, point and non- point source pollutant loadings, and aquatic habitat conditions. Only applicable during times when the stream is actively flowing Substrate fouling level 0-10 % on the underside of rocks (refers to the percentage of a cobble sized stone lying free in the streambed that is coated with biological growth). Substrate fouling leve1 light (11-20 %) on the underside of rocks (refers to the percentage of a cobble sized stone lying free in the streambed that is coated with biological growth). Substrate fouling level moderate (21-50 %) on the underside of rocks (refers to the percentage of a cobble sized stone lying free in the streambed that is coated with biological growth). Substrate fouling level high ( > 50 % ) on the underside of rocks (refers to the percentage of a cobble sized stone lying free in the streambed that is coated with biological growth). TDS 350-399 mg/L TDS 400-449 mg/L TDS 450-500 mg/L TDS >500 mg/L Water has no odor Water has slight organic odor Water has slight moderate organic odor Water has moderate to strong organic odor Point range 7-8 5-6 3-4 0-2 Points given Table 5. Riparian Habitat Conditions Relative Significance Excellent Good Fair Poor Provides insight into changes in stream energetics, temperature regimes, and both aquatic and terrestrial habitat conditions. Wide (<200 feet) mature forested buffer along both banks Forested buffer generally more than 100 feet wide along the major portion of both banks Riparian area is predominantly wooded, but there are major localized gaps in one or both banks Riparian area is mostly non-woody vegetation, with narrow-width riparian areas. Canopy coverage shading for a majority percent for large streams) Canopy coverage provides 65-79 percent shading for a majority of the stream (45 to 59 percent for large streams) Canopy coverage provides 45-64 percent shading for a majority of the stream (30-44 percent for large streams) Canopy coverage provides < 45 percent shading for a majority of the stream (<30 percent for large streams) Point range 6-7 4-5 2-3 0-1 Points given Table 6. Biological Indicators (only applicable when the stream is actively flowing) Relative Significance Excellent Good Fair Poor Considered to be the best overall indication of stream health and the level of watershed perturbation. Diverse community of macroinvertebrates dominated by mayflies and caddisflies. Few snails, leeches, aquatic worms present Mayflies and caddisflies are present. Good overall diversity Pollution tolerant caddisflies, midge larva or other dipterans predominant, large number of aquatic worms, lower diversity Low diversity, generally dominated by midge larva or other dipterans, aquatic worms, and snails. Moderate to high number of different organisms Moderate to high number of different organisms Low to moderate number of individuals Very low number of individuals Point range 7-8 5-6 3-4 0-2 Points given 4 2 5 1143 Version 2, J. Dailey, October 2012 Owner: __ _________________ TrakIt #: __ Address or Location: General Land Use Forest Commercial / Industrial Agricultural (crop_________ / pasture / fallow) Recreational Residential (low intensity / high intensity) Other: _____________________ Isolated Wetland(s) Present Not present (go to bottomland hardwood forest section) Soil map unit name(s): __ ____________________________________________ _ _____________________________________________ Vegetation Brief Survey (dominant species) Scientific names Common names % cover Indicator status 1 2 3 4 5 6 7 8 9 10 Water Related Habitat ESA Assessment Form Rayzor Investments LTD ESA2019-0028 2203 Kendolph Drive X X X 1144 Indicator ratio _ Hydrology Indicators (Primary) (Secondary) Inundated Oxidized Root channels in upper 12 inches Soil Saturated in Upper 12 inches Water stained leaves Water marks County Soil Survey Drift lines Fac-Neutral Test Sediment Deposits Evidence of drainage pattern Comments:__________________________________________________________________________________________________ Hydric Soil Indicators Histosol Concretions Histic Epipedon High surface organic content Sulfidic odor Organic streaking in sandy soils Aquic Moisture Regime Listed on local hydric soil list Reducing conditions Listed on national hydric soils list Gleyed or Low Chroma Colors Other (explain in comments) Comments: Standing water. Did not observed soils. ______________________________________________________________________________________________ Bottomland Hardwood Forest Present Not present (go to spring section) Soil map unit name(s): Old growth canopy trees Scientific names Common names % cover 1 2 3 4 5 Comments American elm Black willow Green Ash Osage Orange Pecan X 66-Ponder loam, 1 to 3 percent slopes; 85-Wilson-Urban land complex, 0 to 2 percent slopes Ulmus americana Salix nigra Fraxinus pennsylvanica Maclura pomifera Carya illinoinensis 10 5 5 5 10 American Elm/Willow/Green Ash dominated northern portion, Pecan/Osage dominated southern portion 1145 Re-growth canopy trees Scientific names Common names % cover 1 2 3 4 5 6 Comments _ Small trees / understory trees Scientific names Common names % cover 1 2 3 4 5 Comments __________________________________________________________________________________________________ Understory - shrub / vine / forbs / grass Scientific names Common names % cover 1 2 3 4 5 Comments __________________________________________________________________________________________________ Dead Timber Standing Fallen Detritus/leaf litter X X Cedar elm Black willow Green Ash Osage Orange Hackberry Ulmus crassifolia Salix nigra Fraxinus pennsylvanica Maclura pomifera Celtis laevigata 10 10 10 15 15 Willow/Green Ash/Osage dominated northern portion, Hackberry/Osage/Cedar Elm dominated southern portion Chinese privet Northern catalpa Green briar Eastern red cedar Ligustrum sinense Catalpa speciosa Smilax sp. Juniperus virginiana 50 5 10 5 Catalpa/Black Willow was observed near the edges and near the stream banks Black willow Salix nigra 10 1146 Comments: _________________________________________________________________________________________________ Springs Present Not present (go to deep water section) Soil map unit name(s): ______________________________________________ ______________________________________________ Cover type: cement / bare / grass / shrub / forest young / forest old Plant cover on existing land: little –none / moderate / well vegetated Comments: _________________________________________________________________________________________________ ____________________________________________________________________________________________________________ Deep Water Habitat (stock tanks, ponds, etc.) Present Not present Soil map unit name(s): __ _____________________ ______________________________________________ Functions intercept sediment provide fish habitat intercept nutrients evidence of wildlife use intercept pesticides unique aesthetics Impairments trash dumped / littered livestock has access Vegetation in water and on bank submersed aquatic vegetation moist soil grasses & forbs floating-leaf tree cover (shade) emergent vegetation Vegetation Brief Survey Scientific names Common names % cover Indicator status 1 2 3 4 X X 1147 5 6 7 8 9 10 Comments: _________________________________________________________________________________________________ Required Attachments: Comments: 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. Signature of field investigator: _____________________ Date: __ ____________________________ Observed ESA Map Combined ESA Map Forest dominated by a combination of American elm, Green Ash, Pecan, or Hackberry are mapped as Water Related Habitat on the associated ESA maps. 08/12/2019 X 1148 Approval: ________________________________________ Date: ________________________________________22 Aug 2019 1149 Upland Habitat Assessment Version 3, J. Dailey, October 2012 Owner: __ _ ________ ________ TrakIt #: ____ Address or Location: Old growth canopy trees (dominant species) Scientific names Common names % cover 1 2 3 4 5 Comments ________________________________________________________________________________________________ Re-growth canopy trees (dominant species) Scientific names Common names % cover 1 2 3 4 5 6 Comments __ Small trees/saplings (dominant species) Scientific names Common names % cover 1 Rayzor Investments LTD ESA2019-0028 2203 Kendolph Drive Post oak Quercus stellata 60 Post oak Quercus stellata 30 Post oak Quercus stellata 20 Blackjack oak Quercus marilandica 20 1150 2 3 4 5 Comments _ ____ _____________________________________________________________ Understory - shrub / vine / forbs / grass (dominant species) Scientific names Common names % cover 1 2 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: Frio silty clay, frequently flooded; Medlin-Sanger stony clay, 5 to 15 percent slopes Attachments: Comments: Conclusions: Blackjack oak Quercus marilandica 10 Post oak Quercus stellata 10 Chinese privet Green briar Ligustrum sinense Smilax sp. 30 15 Virginia Creeper Parthenocissus quinquefolia 5 X X X Observed ESA Map Combined ESA Map Forest dominated by Post oak and Blackjack oak (greater than 10-acres) are mapped as Upland Habitat on the associated ESA maps. Understory is dominated by Chinese privet. Upland habitat was observed in the southeast portion of the site. 1151 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: ___________07/12/2019___________ __________________ Approval: ______________________________________________________ Date: ______________________________________________________ X 08/12/2019 22 Aug 2019 1152 I08/12/2019 MREA SDG 069313607 Forestar Rayzor Denton, Denton County, Texas SHEET DATE: DESIGN: CHECKED: KHA NO.: This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location of property boundaries. Legend Study Area, ~214-acres City Mapped ESAs Upland Habitat ESA Water Related Habitat ESA Removed ESA Riparian Buffer ESA Floodplain ESA (FEMA Zone AE) 0 350 700 175 Feet City of Denton Mapped ESAs Nearmap June 2018 K:\DAL_Environmental\Project\069313607 - Forestar Rayzor -Taylor Tract - Denton - Mark Harris\GIS\City Mapped ESAs.mxd 2 1153 I08/12/2019 MREA SDG 069313607 Forestar Rayzor Denton, Denton County, Texas SHEET DATE: DESIGN: CHECKED: KHA NO.: This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location of property boundaries. Legend Study Area, ~214-acres Observed Water Related Habitat ESA, ~8.7-acres Observed Upland Habitat ESA, ~30.4-acres Observed Stream Buffer ESA, ~8.4-acres 100-Year Pre-Project FEMA Floodplain 0 350 700 175 Feet Observed ESA Map Nearmap June 2018 K:\DAL_Environmental\Project\069313607 - Forestar Rayzor -Taylor Tract - Denton - Mark Harris\GIS\Observed ESAs.mxd 3 1154 S1* S2 I08/13/2019 MREA SDG 069313607 Forestar Rayzor Denton, Denton County, Texas SHEET DATE: DESIGN: CHECKED: KHA NO.: This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location of property boundaries. Legend Study Area, ~214-acres Likely Jurisdictional Ephemeral Stream: ~ 210-linear feet Likely Jurisdictional Intermittent Stream; ~ 3,620-linear feet 0 400 800 200 Feet Observed Streams Nearmap June 2018 K:\DAL_Environmental\Project\069313607 - Forestar Rayzor -Taylor Tract - Denton - Mark Harris\GIS\Observed Aquatic Features.mxd *S1 OHWM decreased after black line 5 1155 I08/12/2019 MREA SDG 069313607 Forestar Rayzor Denton, Denton County, Texas SHEET DATE: DESIGN: CHECKED: KHA NO.: This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location of property boundaries. Legend Study Area, ~214-acres Observed ESAs Observed Upland Habitat ESA, ~30.4-acres Observed Water Related Habitat ESA, ~8.7-acres Observed Stream Buffer ESA, ~8.4-acres 100-Year Pre-Project FEMA Floodplain City Mapped ESAs Upland Habitat ESA Water Related Habitat ESA Riparian Buffer ESA Current Floodplain ESA (FEMA Zone AE) 0 350 700 175 Feet Combined Observed ESAs and City of Denton Mapped ESAs Nearmap June 2018 K:\DAL_Environmental\Project\069313607 - Forestar Rayzor -Taylor Tract - Denton - Mark Harris\GIS\Combined ESAs.mxd 4 1156 I08/13/2019 MREA SDG 069313607 Forestar Rayzor Denton, Denton County, Texas SHEET DATE: DESIGN: CHECKED: KHA NO.: This product is for informational purposes and may not have been prepared for or be suitable for legal, engineering, or surveying purposes. It does not represent an on-the-ground survey and represents only the approximate relative location of property boundaries. Legend Study Area, ~214-acres 0 500 1,000 250 Feet USGS Topographic Map Quad Name: Denton West K:\DAL_Environmental\Project\069313607 - Forestar Rayzor -Taylor Tract - Denton - Mark Harris\GIS\Topo.mxd 6 1157 ELMFORTWORTHMAPLE MCCORMICKSONOMA I-35E EAGLE AIRPORT VINTAGE I-35ESERVICERD LOCUSTCARROL L COLLINS GREENLEE DAUGHERTYWELCH LAUREL BERNARDAVE AW INTERCREEKBONNIE BRAEHIDDENMEADOWSSHAGBARKGLASGOWMILL PARVIN NAPA V ALLEYBELMONTFANNIN KENDOLPHSTONECROP COUNTRY CLUBSKARABRAE AVE DRHONEDALLAS NORAAVE BBELLW Y E I 35 WHIGHLANDPARKBUCKTHORN OAKWOOD WILLOWWOOD HORNBEAM BENTCREEK CENTRALVILLAGE LINDSEY WILSHIRE KNIGHTJOHNSONMARGIE RICH HOBSON INMAN NI-35ERamp PEAKBEATTYGOLF S I-35ERamp R E GENCYDONELLAACME DOTSONAVE CRUTHMYRTLE MASSEYIOOF MERLOTBROWNBROTHERS I-35W Ramp NEFFMISSION P RIV A T E DANIELCLEVELAND MEADOWSOLAR JACQUELINEMERCEDESWESTWOODCENTREPLACEGO O D S O N SMITH METRO LESLIEJASMINECAMELLIAAZALEACOLLIERI-35WServiceHIGHVIEWJAMESI-35SERVI CE RDSAM BASSROSELAWN CORBIN COUNTRY VIEW ROLLINGHILLSFUTUREBONNIEBRAEAESA20-0003Notification Map 0 1,000 2,000500 Feet 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. 200ft Buffer 500ft Buffer SITE Parcels Roads COD ETJ NAA 8/1/20 µ Date: 6/11/2020 In 200ft address spreadsheet include the acreage and percentage of each of the owners within the bufferMAKE SURE TO REMOVE THE SITE ADDRESSES/ACREAGE 1158 1159 1160 1161 1162 1163 1164 1165 1166 1167 1168 Forestar Rayzor Alternative ESA Plan Community Participation Report City of Denton Project No. AESA20‐0003 Neighborhood Meeting Date and Time: July 14, 2020 at 5:30 pm Type of Meeting: Virtual Neighborhood Meeting Meeting Location: Meeting held using the Zoom Application Invitees: All residents located within 500 feet of the subject tract Applicant Representatives: 1. Brock Pfister‐ Kimley‐Horn, main presenter 2. Mark Harris ‐ Kimley‐Horn City Representatives: 1. Christi Upton, Environmental Services Meeting Agenda: A power‐point presentation was prepared by and presented by the applicant explaining the development and the reason for the request and the mitigation strategies offered to offset the encroachments. The applicant then provided an opportunity for the community to ask questions and provide feedback. The main concern voiced was regarding tree preservation. The following tree preservation concerns were raised.  Community members and neighbors expressed concern for the preservation of trees within the Cross Timbers Upland Habitat. The Denton Development Code allows for up to 50% of the Cross Timbers Upland Habitat to be removed. The proposed development will preserve 15.1 acres.  Some community members suggested removing lots or purchasing lots from the developer to increase tree preservation. Planning and Development Services and the Parks and Recreation Department have engaged the developer in an initiative to increase tree preservation.  A question was raised of whether trees would be removed during the construction of the channel Some trees will be removed during the construction of the channel. The applicant has agreed to consider quality or heritage trees when finalizing the location of the channels. Large and small tree replacement is a strategy offered in the AESA.  A question was asked whether post oaks could be used for mitigation. All construction activity impacting the ESAs are in moist soil conditions, which is not an ideal environment for post oaks. 1169 Other questions and concerns discussed related to the development included the design of the stormwater channels and potential impacts to the surrounding community. These items were addressed during the preliminary plat review process. Community Responses 200‐Foot Notice: 64 notices were mailed 500‐Foot Courtesy Notices: 134 notices were sent Responses: Eight community members located within 200‐feet of the subject property responded using the provided form. In addition, staff received calls from three community members. The main concern express was the removal of habitat and tree preservation. Other concerns expressed were  Active gas wells adjacent to new development  An increase in traffic on Roselawn Road  Drainage from the development entering the downstream propety 1170 1171 1172 1173 AESA20‐0003 Forestar RayzorAugust 5, 2020 Planning and Zoning Commission Meeting1174 Request•Generally located north of Roselawn Drive and east of railroad tracks along Hwy 377•Preliminary plat (PP19‐0019)•applied August 14, 2019•approved February 5, 2020•213.9 acre Single‐family Detached Dwelling Development•710 Residential Lots•64.23 acres of open space•Four (4) Encroachments for the construction of storm channels•Riparian Buffer ESA•Water‐Related Habitat8/5/2020AESA20‐0003 Forestar Rayzor 2 1175 ESA19‐0028 Forestar Rayzor•Tributary of Hickory Creek, Stream HC‐1•Braided channel •Small side stream found near the center of the property•Riparian Buffer ESA•50 feet each side of stream centerline•Fair condition•Surrounded by bottomland hardwood forest•American elm, green ash, pecan and hackberry•Undeveloped Floodplain•Boundary is currentFEMA 1% chance (100‐year)•Cross Timbers Upland Habitat•30.1 acres of contiguous habitat8/5/2020 AESA20‐0003 Forestar Rayzor 3 1176 Permitted Encroachments•Cross Timbers Upland Habitat•50% to be preserved (15.1 acres)•Roadways identified on the city Mobility Plan•Roselawn Drive•Parvin Road•Public and private utility facilities in Undeveloped Floodplain ESA•southern‐most storm drainage channel, disturbing 2,900 ft2(0.07 acres)8/5/2020 AESA20‐0003 Forestar Rayzor 4 1177 Proposed Deviations•Four (4) storm water channels to support the residential development•Width of each channel and 10 feet on either side for construction of the channel•0.39 acres of Water‐Related Habitat•0.24 acres of Riparian Buffer ESA8/5/2020 AESA20‐0003 Forestar Rayzor 5 1178 Mitigation Strategy•Revegetation•Reseed with native grasses and forbs•Plant a minimum of:•eleven (11) large trees •twenty (20) small trees8/5/2020 AESA20‐0003 Forestar Rayzor 6•thirteen (13) large shrubs•twenty‐eight (28) medium shrubs1179 Mitigation Strategy•Remove invasive Chinese privet within ESAs•10’ outside construction•10 – 50% infestation•Revegetate with native grasses and forbs seed mix8/5/2020 AESA20‐0003 Forestar Rayzor 7 1180 Notifications•Responses to 200’ Legal Notice:•In Opposition: 5 (4%)•In Favor: 3 (22%)•Neutral: 1•Concerns included:•Wildlife impacts•Tree preservation, especially within the Cross Timbers Upland Habitat•Drainage improvements•Traffic and transportation needs•Gas well setback regulations8/5/2020 AESA20‐0003 Forestar Rayzor 8 1181 Neighborhood Meeting•July 14, 2020 at 5:30 pm•34 participants•Requests to preserve more trees in Cross Timbers Upland Habitat•Tree removal in channels•Wildlife preservation•Planting schedule and survivability•Complaints about drainage•Impacts to the school district•Gas well setback requirements8/5/2020 AESA20‐0003 Forestar Rayzor 9 1182 Recommendation•Staff recommends approvalof the request with the following conditions:1. Land disturbance within the Water‐Related Habitat is limited to 0.39 acres and land disturbances within the Riparian Buffer ESA is limited to 0.24 acres for the installation of storm water drainage infrastructure. 2. The applicant will consider the preservation of heritage or quality trees in finalizing the location of the storm water infrastructure. The applicant will provide the metes and bounds of the final location of each storm water infrastructure with the first annual report.3. Revegetation of disturbed areas and privet removal areas will include an application of native seed mix and a minimum of eleven (11) large trees, twenty (20) small trees, thirteen (13) large shrubs, and twenty‐eight (28) medium shrubs. The species of plants shall be limited to those listed in Table 1 of the Alternative ESA Plan.8/5/2020 AESA20‐0003 Forestar Rayzor 10 1183 Recommendation (cont.)4. Plants established as a part of the proposed revegetation plan are to be seededand maintained by the current property owner/developer for a period of three (3)years following installation of each storm drainage channel. Any plants that areremoved, destroyed, or die within that three (3) year period are required tobereplaced by the current property owner/developer to achieve a minimum 90%survival rate.5. Following the installation and inspection of the revegetation, the property ownershall submit an annual report to the Environmental Services Director during thefirst three (3) years describing the cumulative mitigation work performedandthesurvivability of the plantings for staff review and inspection.8/5/2020 AESA20‐0003 Forestar Rayzor 11 1184