2016-157tRr •9MIM
AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF DENTON
DALLAS MTA, L.P. d/b/a VERIZON WIRELESS REGARDING AN IN BUILDING RADIO
DISTRIBUTION AGREEMENT FOR WIRELESS SERVICE AT 608 E. HICKORY ST., SUITE
128 ("RAIL YARD BUSINESS INCUBATOR PROJECT"); AND PROVIDING AN
EFFECTIVE DATE.
WHEREAS, the City Council of the City of Denton deems it is in the public interest and
serves a municipal and public purpose to enter into an in building radio distribution agreement
with Dallas MTA, L.P. d/b/a Verizon Wireless for wireless service at 608 E. Hickory St., Suite
128 which is home to the City's Rail Yard Business Incubator Project which will stimulate
commercial activity and promote economic development; NOW, THEREFORE;
THE COUNCIL OF THE CITY OF DENTON ORDAINS:
SECTION 1. City Council finds that the In Building Radio Distribution Agreement
("Agreement") between the City of Denton and Dallas MTA, L.P. d/b/a Verizon Wireless for
wireless service at 608 E. Hickory St., Suite 128 which is home to the City's Rail Yard Business
Incubator Project serves a municipal and public purpose which will stimulate commercial activity
and promote economic development in the City.
SECTION 2. The Agreement between the City of Denton and Dallas MTA, L.P. d/b/a
Verizon Wireless attached is approved and the Mayor, or in his absence, the Mayor Pro Tem, is
authorized to execute the same on behalf of the City of Denton. The City Manager is authorized
to carry out the City's rights and duties under the Agreement.
SECTION 3. This Ordinance shall become effective upon its passage and approval.
PASSED AND APPROVED this the day of. , 2016.
CHRIS WATTS, MAYOR.
ATTEST.
JENNIFER WALTERS, CITY SECRETARY
1.114
BY:
IN BUILDING RADIO DISTRIBUTION AGREEMENT
This Agreernetit (" 2
ane is made as of (Jay of 2016
("Et'fective Date") betweeii the City of Det'itoii, aTexas homeruletnuiiici aircvm�n� 1whose
principal place of business is 215 E. McKinney St., Denton, Texas 76201 ("Licensor"), and
Dallas MTA, L.P., a Delaware limited partnership, d/b/a Verizon Wireless, whose principal place
of business is One Verizon Way, Mail Stop 4AW 100, Basking Ridge, NJ 07920, ("Licensee").
=1 + •
Licensor leases real property located at 608 E. Hickory St., Suite 128, Denton, Dent
County, Texas 7625 ("Premiss"). I
0e
Licensor and Licensee desire to enter into this Agreement to allow Licensee to install and
use its System as hereinafter defined in the Premises.
NOW THEREFORE, both parties agree to enter into this Agreement on the terms and
conditions set forth herein.
1. License. Licensor licenses to Licensee certain spaces on and within Licensor's
Premises to install and use the System on the Premises. The components and design principles
of the System are described in Exhibit A. The System shall include microcell(s), rerad(s) or
other similar or comparable in -building radio -distribution devices and the antennas serving them
("IBRD") together with cables, fibers or the equivalent connecting such IBRDs, whether through
conduit or otherwise. The IBRD and the connecting cables, fibers or equivalent and any other
related equipment installed hereunder are the "System". The System components and design
principles are described on Exhibit A. Any microcells, cable runs or other aspects of the System
installed by Licensee shall be for Licensee's exclusive use only. Licensee may replace and
augment the IBRDs or portions thereof with similar or comparable equipment and modify any
frequencies upon which such equipment operate as needed to provide in -building coverage in
keeping with the design principles in Exhibit A. The physical space to be used by the System is
shown on Exhibit B.
2. Comtnwlion, Installation, Maintenance & Interference. All construction,
installation and maintenance of the System shall be performed by Licensee or its contractors in a
safe manner consistent with current wireless industry engineering and construction standards and
practices, and lien -free. Licensee, with Licensor's cooperation as or if needed, shall obtain any
required governmental and quasi -governmental permits, licenses, approvals, and authorizations
for the System. Licensee agrees to only install radio equipment of the type and frequency that
will not cause measurable interference to the equipment of Licensor (including equipment
located on Licensor's property located at 601 E. Hickory St. or adjacent utility poles) and/or
other tenants of the Premises existing as of the date of this Agreement. Should Licensee's
equipment cause measureable damage to Licensor's equipment located at 601 E. Hickory St. or
on adjacent utility poles, Licensor may immediately remove power from the System and shall
immediately inform Licensee by telephone (800-264-6620) or such other telephone number
provided by Licensee) of such action. Should Licensee's equipment cause measurable
interference to all other equipment of Licensor and/or other tenants located in the Premises prior
to the installation of the IBRD, and provided Licensor gives written notice, Licensee will take all
steps necessary to correct and eliminate the interference, including but not limited to, at
Licensee's option, powering down such equipment and later powering up such equipment for
intermittent testing. Licensor agrees that it and/or any other tenant of the Premises (current or
future) will install only such radio equipment that is of the type and frequency that will not cause
measurable interference to the existing equipment of the Licensee. Should Licensor's or another
tenants' equipment located on the Premises cause measurable interference with Licensee, and
provided Licensee gives written notice to Licensor of it, Licensor will take all steps necessary to
correct and eliminate the interference, including causing other tenants of the Premises causing
such interference to correct and eliminate the interference. The parties acknowledge that there
will not be an adequate remedy at law for non-compliance with the provisions of this paragraph
and therefore, either party shall have the right to specifically enforce the provisions of this
paragraph in a court of competent jurisdiction.
3. Power. Licensor will supply electrical power in quality, quantity, and levels
currently available at the Premises, and customary for the operation of similar Systems, at
Licensor's cost. Notwithstanding the foregoing, no interruption or discontinuance of such
v.1voriml ))*TIT�r afjill of
its obligations hereunder, except as such results from the acts or omissions of the Licensor.
4. Ownersli�p_&Co ' ntrol. The System is personal property of the Licensee and the
Licensee at all times owns and controls the System. Licensor and Licensee agree, and Licensor
shall inform, any landlord, purchaser and/or mortgagee of the Premises of this Agreement and
that all equipment forming a part of the System shall be and remain the property of Licensee
under all circumstances, under Licensee's exclusive control, free and clear of any liens or
encumbrances other than those permitted by Licensee, and shall be deemed to be and remain
personal property and not part of the real estate on which the same are located. Without
limitation on any other rights of Licensee, all or any part of the System may be removed by
Licensee upon expiration or cancellation of the term of this Agreement, as the same may be from
time to time extended or renewed, or upon earlier termination, for whatever reason and Licensee
shall have 90 days after such expiration or termination to accomplish such removal. Licensee
shall restore the Premises damaged by such removal, except normal wear and tear.
5. Consideration. In consideration for the rights granted herein, Licensor's Premises
will receive the benefits of enhanced wireless communications arising from operation of the
System, which Licensee acquires solely at its expense for its exclusive use and which is owned
by Licensee. The design, construction, equipment, installation, maintenance, repair and upgrade
of the System shall be at Licensee's sole cost.
6. Access. Licensee shall have a limited non-exclusive right for ingress and egress
for itself, its employees and/or agents to the Premises twenty-four hours a day, seven days a
week for the purpose of design, construction, installation, upgrading, maintenance and repair of
the System. Licensee's access shall be subject to the following:
a. Before entering on the Premises, Licensee shall give Licensor twenty-four
(24) hours advance notice or, for emergency repairs, such prior notice as may be
practical.
OJI
b. Except in emergencies, Licensee shall perform all work at the Premises
between the hours of 6:00 a.m. and 6:00 p.m. and only on days other than weekends and
holidays. Despite the preceding sentence, infrequent scheduled work is permitted during
night time hours when reasonably necessary to minimize disruption in Licensee's
customer service, but Licensee shall coordinate such work with Licensor not less than
twenty —four (24) hours before the work.
C. Access to the System shall be limited to Licensee, its employees,
contractors, subcontractors, utility providers and its and their agents only.
d. Licensor shall provide to Licensee access codes or other methods for such
employees to gain entry past security systems to the Premises.
e. Work shall be confined to the areas necessary to access, repair, operate
and maintain the System.
7. Tenli:-Default,- Tcriulriatioii.
a. The term of this Agreement shall be five (5) years with three (3) automatic
five (5) -year renewal terms.
b. Licensee may terminate this Agreement at the end of the then current term
bp giving Licensor written notice of intent to terminate at least six months before the
end of the then current term or as the parties may otherwise agree.
C. Licensor may not terminate this Agreement during the initial fiv-
+ -
greement at the end of the initial first term, or at the
end of anp term after the end of the initial first term - Licensee written notice of
_hgLgiving
intent to terminate at least six (6) months before the end of said term or as the parties may
otherwise agree.
d. In the event either party defaults in the performance of any of its
covenants or obligations hereunder and such default continues for a period of sixty (60)
days after written notice thereof from the non -defaulting party (unless the nature of the
event takes longer to cure and the defaulting party commences a cure within the time
period and diligently pursues it thereafter), the non -defaulting party may thereafter
terminate this Agreement by written notice to the other party. Upon any such
termination, Licensee shall remove the System and repair or restore any damage to
Licensor's premises resulting therefrom, normal wear and tear excepted.
e. This Agreement may only be terminated in accordance with its terms.
8. Indemnification and Waiver of Cqps�jj!gij,tia1 _Q�wiag s.
a. EXCEPT TO THE EXTENT ARISING FROM DELIBERATE,
INTENTIONAL, RECKLESS AND/OR NEGLIGENT ACT(S) OR OMISSION(S) OR
WILLFUL MICONDUCT OF LICENSOR OR LICENSOR -RELATED PARTIES (AS
HEREINAFTER DEFINED), LICENSEE HEREBY COVENANTS, REPRESENTS
9
(i) LICENSEE'S EXERCISE OF ITS RIGHTS UNDER THE
AGREEMENT;
UNDER(ii) LICENSEE'S ACTIVITIES AGREEMENT, INCLUDING
ANY DELIBERATE, INTENTIONAL,• •. NEGLIGENT ACT(S)
OR OMISSION(S) •'WILLFUL MISCONDUCTOF LICENSEE, ANY AGENT,
AGREEMENT;OFFICER, DIRECTOR, REPRESENTATIVE, EMPLOYEE, CONSULTANT OR
SUBCONTRACTOR OF LICENSEE, AND THEIR RESPECTIVE OFFICERS,
AGENTS EMPLOYEES, DIRECTORS AND REPRESENTATIVES WHILE IN THE
EXERCISE OF THE RIGHTS OR PERFORMANCE OF THE DUTIES UNDER THE
(vi) THE INSTALLATION, USE OR PRESENCE OF LICENSEE'S
SYSTEM LOCATED ON THE PREMISES; OR
(vii) ANY CLAIM MADE OR LOSS INCURRED BY LICENSEE'S
CUSTOMERS WHICH ARISES FROM, OR IS ALLEGED TO HAVE ARISEN
FROM, ANY INTERRUPTION OR QUALITY OF THE SERVICES DELIVERED BY
LICENSEE BY MEANS OF THE
E
(viii) THIS SECTION 8.a. SHALL SURVIVE R OF THIS
• l
FOR PURPOSES
R ! INDEMNITY AND
RELEASE,
:1. �.. • R _.
L�'ROM" MEANS OCCURS IN CONNECTION WITH OR AS A RESULT OF OR IS
♦ ! BY.
I 1M011qikN1PAVJ! R ♦LORINJ Mai
C. PROMPTLY
R O F R LEARNING
ANY CLAIM FOR
WHICH IT
NOTICESEEKS INDEMNIFICATION UNDER THIS AGREEMENT, LICENSOR SHALL
GIVE WRITTEN 1
BEAR
THE COST OF • , S14ALL HAVE THE RIGHT CONTROL
DEFENSE, THE RIGHT TO SELECT COUNSEL OF ITS OWN CHOICE, AND THE
RIGHT TO SETTLE THE CLAIM. LICENSOR SHALL COOPERATE AND ASSIST
LICENSEE IN INVESTIGATING AND DEFENDING AGAINST THE CLAIM. IF
LICENSEE DOES NOT PROVIDE THE INDEMNITY AND DEFENSE, OR IF
LICENSEE DOES NOT MAKE REASONABLE DILIGENT EFFORT TO SETTLE
THE CLAIM OR PROVIDE FOR A DEFENSE, LICENSOR MAY ASSUME
CONTROL OF THE MATTER WITH COUNSEL OF ITS OWN CHOOSING AND
EITHER MAKE A REASONABLE SETTLEMENT OF THE CLAIM OR
UNDERTAKE A DEFENSE, ALL AT LICENSEE'S SOLE REASONABLE COST
AND
EXPENSE.
d. NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY
SPECIAL, CONSEQUENTIAL, PUNITIVE, OR OTHER INDIRECT DAMAGES
ARISING UNDER
THIS • !
r
1.. Not laterDa,. of this Agreement, 1 at all times
thereafter Licensee occupying or using the
Premises
-. Licensee
shall
obtain 1', cause to 1. in full force1 effect the following
Commerciali. Liability :.
Imrotect the Licensee against all claims arising from injuries to members of the
foublic or damage o property or other. out of any act or omission 1
the Licensee 1 its employees in connection _ work in and
about the Licensed Areas in connection with this Agreement. In addition, this
general liability insurance policy shall specifically insure the contractual liability
R
D] 01121 CORE@ on 00
of the Licensee assumed under the provisions for indemnifying the Licensor.
More particularly, Licensee shall provide Commercial General Liability
Insurance with a limit of $2,000,000.00 each occurrence for bodily injury
(including death) and property damage, including Premises/Operations,
Products/Completed Operations, Independent Contractors, Contractual Liability,
and Personal & Advertising Injury,
Commercial Auto Liability Insurance. This insurance shall protect
the Licensee against any and all claims or injuries to members of the public and
damage to property of others arising from the use of any owned, non -owned or
hired vehicles in connection with the Licensee's work in and about the Licensed
Areas. Liability limits for automobile liability insurance coverage shall be:
Combined Single Limit: $ 1,000,000 each accident.
Workers' Compensation and Employer's Liability Insurance in
compliance with the statutory requirements of the state of Texas and Employer's
Liability with limit $1,000,000.00 each accident/disease/policy limit.
b. Licensee shall, at its own expense, procure and pay for and maintain
written by companies licensed, authorized and permitted by the State of Texas and in
forms and reasonably satisfactory to Licensor within ten (10) days after execution of this
Agreement. The Licensor reserves the right to review the insurance requirements and to
reasonably adjust insurance and limits when the Licensor determines that changes in
statutory law, court decisions, or the claims history of the industry or the Licensee
require adjustment of the coverage.
C. All policies, except workers' compensation and Employer's Liability,
must include the Licensor and its officers, employees, board members, and electet
representatives as an Additional Insureds as their interest may appear under this
and officers shall be contained in the Workers' Compensation insurance policy.
d. Licensee will provide Licensor with a certificate of insurance evidencing
ihe required insurance. Such proof must evidence that the policy described by the
certificate is in full force and effect and that the policy satisfies each requirement of this
Agreement applicable to the policy. For purposes of this section, insurance requirements
may be met through self-insurance, provided; however, that any self-insurance meets aL&
the requirements for the insurance coverage as required herein. However, for the
Licensor to accept self-insurance, the Licensee must demonstrate by written information
that it has adequate financial resources to be a self-insured entity based on financial
information furnished by the Licensee.
e. Upon receipt of notice from its insurer Licensee shall endeavor to provide
Licensor with sixty (6 0) days' notice prior to cancellation.
on
f. Licensee shall immediately advise the Licensor's Attorney's Office of
and affect an existing carrier's obligation to
,iefend and indemnify.
9. This Article creates no right of recovery of an insurer against tha.
Licensor. The required insurance policies shall protect the Licensee and the Licensor.
The insurance shall be primary coverage for losses covered by the policies.
10. Quiet Eijj��- Licensor covenants that Licensee, upon performing all the
covenants, shall peaceably and quietly have, hold and enjoy the Premises and Licensor further
covenants that Licensor is seized of good and sufficient interest to the Premises and has full
authority to enter into this Agreement. Licensor leases the Premises or otherwise has the right to
grant the license given in this Agreement; the Licensor has obtained all required consents or
approvals from any landlord, mortgagee or other person or entity having an interest therein; an4
Licensor is not in default under any lease with the owner of the Premises and the term of such
lease extends to the term of this Agreement with any and all renewal terms.
Agreement may be assigned by Licensee to its principal,
affiliates, subsidiaries or any entity which acquires all or substantially all of its assets in the
applicable Federal Communications Commission license area by reason of a merger, acquisition
or other business reorganization without the consent of the other party. As to other parties, any
sale, assignment or transfer by either party must be with the written consent of the other party,
such consent not to be unreasonably withheld.
12. Notices & Contacts. All notices hereunder must be in writing and shall be
deemed validly given if sent by certified mail, return receipt requested, or by commercial
courier, provided the courier's regular business id delivery service and provided further that it
guarantees delivery to the addressee by the end of the next business day following the courier's
receipt from the sender, addressed as follows (or any other address that the Party to be notified
may have designed to the sender by like notice):
City of Denton
215 E. McKinneySt
Denj
I Texas 7620
4,tteTfio
Dallas MTA, L.P. d/b/a Verizon Wireless
180 Washington Valley Road
Berninster, New Jersey 07921
N
FIHHM�• ► M(!]
by the laws of the state in which the Premises is located without reference to its choice of law
rules.
E
CITY DENTON HICKORY SC
IN WITNESS WHEREOF, the parties hereto have set their hands, intending to be bound,
as of the Effective Date.
Approved as to legal form:
rd
By: —1 f
AnWF3urgess, City Attorney
LICENSOR
City of Denton,
a Texas home, -rule j� �qi, al c: -11� ation
By:
George C. Campbell
City Mari, ger,
Date,:---
Dallas MTA, L.P.
d/b/a Verizon Wireless
By: Verizon Wireless Texas, LLC,
its General Partner
By:
Name: Aparna Khur 'pelt k'U"
Title: Vice 11 "Sid t i I" Id Network
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RATE MANN:
0 I T
DRAWN Y;
s �Xm III K MILLER - p
w ca
p G MA -4 W ® C > ILIAGE C—E .11E 9—
w
mi m n Z ® APPROVED 6Y. 1 STL IE TEIAS 76162
J GEORGE
4
r, y;
u
Y
a
r
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Y.
n 7
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m
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RATE MANN:
0 I T
DRAWN Y;
s �Xm III K MILLER - p
w ca
p G MA -4 W ® C > ILIAGE C—E .11E 9—
w
mi m n Z ® APPROVED 6Y. 1 STL IE TEIAS 76162
J GEORGE
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DALLAS 1\5933105vl
44308-4 "10/01/2012 11