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1999-03-23 Joint P&Z/CC Packet1 City of Southlake, Texas MEMORANDUM March 19, 1999 TO: Honorable Mayor and Members of City Council FROM: Curtis E. Hawk, City Manager SUBJECT: Agenda Item Comments and Other Items Of Interest for City Council Meeting March 23, 1999 This meeting truly is a test. We believe it will be put to the real test within the next few weeks. Concerning this meeting, there will be no opportunity for a work session because of the way the joint meeting with P&Z is structured. Note the joint meeting begins at 5:00 p.m. There will be presentation by staff followed by a joint Public Hearing. In order to stay on schedule for the evening, the joint meeting must adjourn at 6:00 p.m. At tuis time City- Council will call the regular meeting to order and go into executive session. This will give P&Z an hour to deliberate on the Town Square applications. P&Z must finish its deliberation by 7:00 p.m., at which time City Council will finish its executive session and reconvene in open session. If there is a recorimerdation frb.:. P&Z, City Council will be able to act upon it L1 regular course of the agenda. Should P&Z not be finished prior to 7:00 p.m., I suppose they could go upstairs to the DPS training room, however, space as you know is very limited. Hopefully, they will be finished by 7:00 p.m. Should P&Z not be able to complete its deliberation, there will be no item for City Council to act upon. Please note, City Council and P&Z could hold a joint work session if necessary prior to the 2nd reading of the ordinance. There is precedent for this: the joint meetings with P&Z and City Council on the Timarron commercial zoning along S.H. 114. 1. Note that the Town Square Status Report prepared by Deputy Director of Public Works Ron Harper and the financial report prepared by Finance Director Lou Ann Heath are included in your packet under Item Nos. 413-1-7 and 413-8-13, respectively. If you have any questions, call Ron Harper, Lou Ann Heath, or me. 2. Agenda Item No. 5A. Approval of Minutes of the Regular City Council meeting held on March 2, 1999 and the minutes of the Special City Council meeting held February 23, 1999. If you have any changes to the minutes of the regular City Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest For City Council Meeting March 23, 1999 Page 2 of 15 Council meeting please notify Sandy LeGrand prior to the meeting since there will be no work session. She will bring the amended minutes to the meeting for your consideration. 3. Agenda Item No. 5B. Authorize the Mayor to enter into agreements between New World Systems Corporation and the City of Southlake for standard software license and services to replace the majority of the City's software operating system. These agreements will move us closer to getting our computer system issues handled. While the cost is more that we had hoped, we will be able to cover the costs without requesting additional funding. For more information, please contact D;.=c._-r Campbell or John Knight. 4. Agenda Item No. 5C. Ordinance No. 480-305, 2nd Reading (ZA 98-118), Rezoning and Development Plan for Chesapeake Place. The applicant has requested that this item be tabled until the April 6, 1999 City Council meeting. He made this written request at my urging, given the number of major items on the agenda. I assured the applicant that this item will be the first item for the second readings on April 6. 5. Agenda Item No. 5D. ZA 98-119, Preliminary Plat for Chesapeake Place. Again, at my urging, the applicant has requested that this item be tabled until the April 6, 1999 City Council meeting. 6. Agenda Item No. 6B. FY98 Audit Presentation - Weaver and Tidwell. We do not yet have it in hand, but a copy of the audit report will be presented and distributed Tuesday evening. We think you will be pleased with the outcome. Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest For City Council Meeting March 23, 1999 Page 3 of 15 7. Agenda Item No. 7A. Ordinance No. 480-301, 2nd Reading (ZA 98-149), Rezoning and Site Plan for Barton House Uncommon Care, Inc., "AG" to "S-P-1" with "O- 1" uses including a personal care facility for Alzheimer's patients. This property is located on the west side of North White Chapel Boulevard, approximately 240' south of Countryside Court. The primary concern of the Planning and Zoning Commission was density. The plan before the Commission proposed a total of 38 units (20 living units + 1 student apt. in Ph. I, and 16 living units + 1 student apt. in Ph. II) at a density of 12.49 e1ii1ge- TliP (r%mmiCsinn rainmmanr earl P/RFIYPPr1 (1 QN li,�in(r iinjlc and nP-? �1� Student --------- - - �--�--� --o-- - - - " -- ---a -- a i apartment in Phase 1, and sixteen (16) living units and one (1) conference room in Phase 2, for a total of 35 units at 11.50 du/ac. The SUP requirements for a personal care facility permits a maximum of 12.0 du/ac. The Planning and Zoning Commission recommended approval (6-0) on February 4, 1999 subject to the Staff Review amended as noted in the Staff Report. The plan which was before you for the first reading of this request proposed a total of 36 units ( 20 living units in Ph. I and 16 living units in Ph. II with no student apt. in either phase) at a density 11.83 du/ac. City Council approved the first reading (7-0) on March 2, 1999 subject to Site Plan Review Summary amending the following: • Allowing a 20-bed facility plus one student apartment for Phase 1 and a 16- bed facility with conference room for Phase 2; • Allowing a reduction in the square footage of the housing units to a range between 185 s.f. and 215 s.f.; Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest For City Council Meeting March 23, 1999 Page 4 of 15 • Allowing the horizontal and vertical articulation as shown; • Suggesting that the entrance drive be adjusted to save trees along the edge of the proposed new R.O.W. There has been some concern regarding the use of a septic system on this site. Please be aware that septic systems are regulated by Tarrant County. This site must comply with the Tarrant County septic regulations prior to issuance of a building permit. Feel free to contact or Dennis Killough regarding this item. 8. Agenda Item No. 7B. Ordinance No. 480-306, 2nd Reading (ZA 99-005), Rezoning from "AG" to "RE." The property is located on the east side of North White Chapel Boulevard approximately 370' south of East Dove Road. The applicant has submitted a single lot Plat Showing to the City for staff approval in association with the zoning change request. There are no unresolved issues regarding this item. The Planning and Zoning Commission recommended approval (7-0) on February 18, 1999. The first reading of this item was approved on March 2, 1999 by City Council (7-0) on consent. Feel free to contact Karen Gandy or Dennis Killough regarding this item. 9. Agenda Item No. 7C. Ordinance No. 480-304, 2nd Reading (ZA 99-002), Rezoning from "0-1 " to "SF-30. " This property is located at the northwest corner of Dove and Lonesome Dove. The Planning and Zoning Commission recommended approval (4-1-1) on February 4, 1999 with Chairman Creighton dissenting feeling that "SF-1" zoning was more appropriate. Commissioner Le Vrier abstained due to being within the 200' notification area. The City has received opposition letters from within the 200' notification area amounting to 20% or more. However, letters from Mr. Hall and Mrs. Higgins were submitted and signed by Mr. Hogue who Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest For City Council Meeting March 23, i999 Page 5 of 15 states that he has power of attorney for the two. We have asked for, but not received, written confirmation of this. Unless confirmation is received, a super majority vote by the City Council will not be required for approval. The City Council approved the first reading (6-1) on March 2, 1999. Deputy Mayor Pro Tem Martin dissented. Feel free to contact Karen Gandy or Dennis Killough regarding this item. 10. Agenda Item No. 7D. Ordinance No. 737, 2' Reading, Consent to transfer of control of cable television system and franchise from Marcus Cable to Paul�yG. A"-- Ir 1 .ry... .y 4— yq-- un r nSs`ri nr �r�t rnnrli-n nn A�n�ni� 7 'dote that ♦1V 1..1 . ... ..r J ru �a lll. -JL ice. u4....J 1... March c Section 21 "Special Provisions" in the Acceptance of Terms and Conditions, has been changed to reflect your motion regarding the multiple terminal discounts for Southlake customers. As you recall, this was the proposal made at your meeting by Charter Vice President of Operations Davis Warehime, to address the convertor box issue here in Southlake. The changes are shown in the Acceptance Agreement as strikeout / italicized print. As pointed out before, because of the deadline for automatic transfer of the franchise being March 15, City Council was required to take final action prior to this date (denial being considered final action). Since the transfer of franchise was passed on first reading, it has essentially been automatically approved by virtue of the fact that the March 15 date has passed. FYI, there have been no cities in the consortium that we are aware of that have denied the transfer. The City Attorney's office said that all of their client cities have considered and passed the transfer of franchise from Marcus. Also attached is the first monthly performance report from Charter that we have received. It is for February 1999. Please note that Community Services staff is Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest For City Council Meeting March 23, 1999 Page 6 of 15 reviewing this report. Since the report was prepared in color, your copy includes graphs which are difficult to read. (We apologize, but wanted to go ahead and include the report and time did not permit sending it out to copy.) Please feel free to contact Director of Community Services Kevin Hugman with any questions you may have. 11. Agenda Item No. 8A. Ordinance No. 480-309, 1st Reading (ZA 99-025), Rezoning and Site Plan for Southlake Town Square, Phase 2, Block 10. This item proposes a rezoning from "C-3" to "S-P-l" with "C-3" uses to include a U.S. Post Office and associated outside storage (i.e. postal vehicle -el nraratinnn1 mntPrink and equipment). There are also some excluded uses and permitted uses by SUP which are listed in the proposed development regulations (Appendix 2). The uses and regulations for building and landscape concepts proposed are similar to those approved under the NRPUD zoning for the Southlake Town Square. The site plan proposes four single story mixed retail/office buildings totaling approximately 37,146 s.f. and single story U.S. Post Office building totaling approximately 21,667 s.f., and shows a possible future expansion of approximately 10,000 s.f. The majority of the comments in the Staff Review are in reference to differences between city ordinances and the proposed regulations for this development. Recall this item is being processed under a trial run of the "Fast Track" case processing. The purpose is to identify problems and work through the logistics of the process in order to effectively utilize the process on development items of significant economic benefit to the City. The item will be heard during the joint Planning and Zoning Commission and City Council meeting. The Planning and Zoning Commission will then deliberate the item and make a recommendation. The Staff will present the Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest For City Council Mecting Mar..h 23, ii�9 Page 7 of 15 Commission's recommendation to the City Council, then the City Council will deliberate and act on the first reading of the request. Feel free to contact me or Greg Last regarding the joint meeting issues, or Dennis Killough regarding the development item. Note: You were provided with packet information on Wednesday, February 23. Please bring this information with you. Staff has not duplicated these for this packet. However, if you need additional copies let us know. Also, bear in mind that, as mentioned in my March 10 memo to you, on issues regarding the Post (lffira nne thing ,fnii want to hp minrlfiil of is the "ciinrPTnaCv Plai_icP" relating t0 the State and U.S. Constitution. This is recognized in Section 211.013(c) of the Texas Local Government Code, which states that municipal zoning authority "... does not apply to a building, other structure, or land under the control, administration, or jurisdiction of a state or federal agency." 12. Agenda Item No. 8B. ZA 99-026, Revised Preliminary Plat for Blocks 10 and 11, Southlake Town Square. This item is associated with the previous request. The purpose for the revised preliminary plat is to subdivide the block for lotting of the Post Office and to provide additional rights -of -way for accessing the Post Office. Feel free to contact Dennis Killough regarding this item. 13. Agenda Item No. 8C. Ordinance No. 739, V Reading, Authorizing the issuance of Certificates of Obligation for City of Southlake public works projects and, Agenda Item No. 8D. Ordinance No. 740, 15` Reading, Authorizing the issuance of Certificates of Obligation for TIF projects. These ordinances authorize the issuance of certificates of obligation for the public works CIP and Town Hall design and construction expenses, respectively. The memos from Lou Ann Heath clearly describe the uses of the funds. Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest For City Council Meeting March 23, 1999 Page 8 of 15 You will note that we are planning to issue $16,647, 593 to cover Public Works capital projects. Lou Ann's memo includes an attachment that provides a detailed description of projects, the engineering cost estimates, and current status of each by general category, i.e., water, sewer, roadway, etc. She has also included a proposed schedule of events showing our receipt of funds on May 4. The Town Hall C.O. issuance is primarily for architectural and construction management services, although a sum of $800,000 has been included in the package for infrastructure and!or construction of Tnciln U-211 Nnt.- that 117P fin antirinata a subsequent issue for Town Hall, but the $800,000 would get us started. Some of these funds could also be used to reimburse the developer for our portion of the infrastructure cost, as the terms of the developer's agreement are met, however, this is not anticipated. Recall that, under terms of the developers agreement as set out in Section IV.F.1. and IV.F.2., we do not anticipate TIRZ payments to the developer prior to the tax year commencing January 1, 2000. Note that you are acting on ordinances for the public works and Town Hall items. You will authorize issuance of SPDC bonds by resolution on April 6, during the same meeting at which you will consider second reading of these ordinances. This is because sales of certificates of obligation for SPDC projects have different requirements. See the schedule on page 8C-6 or 8D-3 for details. Please let Lou Ann Heath know if you have questions on either of the ordinances. If you are comfortable with the ordinances by meeting time, you could exercise the option of placing these ordinances on consent agenda for first reading. Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest For City Council Meeting March 23, 1999 Page 9 of 15 14. Agenda Item No. 9A. Resolution No. 99-16, Reconsider Resolution No. 95-24, repealing Resolution No. 97-22, as it relates to limiting the number of zoning applications that may be scheduled on one agenda. This item is on the agenda at the request of Councilmember Edmondson, in order to attempt once again to limit the length of City Council meetings. Following the October 1998 meetings, both of which were 1:00 a.m. meetings, we committed to Council to try to find a way to limit future meetings so they could be finished before midnight. Since then, Assistant City Manager Shana Yelverton and rNrofi�ll�� ra�iia�zi tha nrnnnePri onar�ii� 'A"A try to ectimatP tirnPC for each Merl?, t0 ___ r- t s a. __.... ... _ .1 — - get to an adjournment before midnight. As the following illustrates, we have been somewhat successful. Meeting Date Time of Adjournment Oct. 6 12:55 a.m. Oct. 20 1:18 a.m. The above meetings precipitated the attempt to try to estimate time. Nov. 3 11:21 p.m. Nov. 17 11:10 P.M. Dec. 1 1:05 a.m. Dec. 15 11:00 P.M. Jan. 5 11:20 p.m. Jan. 19 11:45 p.m. Feb. 2 12:15 a.m. Feb. 16 11:50 p.m. Feb. 23 9:50 p.m. Mar. 2 1:10 a.m. Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest For City Council Meeting March 23, 1999 Page 10 of 15 Since the October meetings, 70% of the meetings adjourned before midnight. However, the 30% that exceeded the target is still too much for staff and City Council. We are not sure what the answer is (and we are not sure we know the right questions). Although we try to gauge the time by (1) questions staff has heard from P&Z or Councilmembers (2) issues we have otherwise identified, and (3) the "track record" of particular types of items, we sometimes have curve balls thrown when we are looking for fastballs. In addition to our attempt to estimate the time, we have tried to be cognizant of both Resolution No. 95-24 and Resolution No. 97-22 -- not that we've attempted to track them each time, but we have tried to be aware of what we had in mind when they were considered. (It appears that the March 2 meeting would have complied with both resolutions.) The problem we are faced with is that, unlike P&Z, City Council has many other issues to address that cannot be measured in the same way as development -related cases. No one likes long meetings. Perhaps there are other methods for limiting the time spent in meetings which can be considered, such as the time meetings begin, number of meetings for certain items, etc. I have had an opportunity to mention some options to several of you. I will be prepared to discuss these Tuesday night. Meanwhile, we welcome your suggestions. 15. Agenda Item No. 11A. Mid -Year Review. The mid -year review is a tradition in the City of Southlake, allowing staff to present the Council with a review of (1) progress toward budgetary goals, (2) the City's financial performance during the Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest For City Council ;Meeting March 23, 1999 Page 11 of 15 first half of the budget year (including revenue projections, departmental expenditures, and the annual audit) and (3) requests for additional funding. We have allocated time during your March 23 meeting for this purpose. It is our intent to begin the mid -year review at 9:00 p.m. and conclude it (and the Council meeting) by 10:30 p.m. We have provided you with a separate notebook, which has the supporting materials for discussion items as well as "text only" items, provided for general information. You may wish to contact the appropriate director prior to the meeting if you have dPtallPd niiPrtlnnc CithPrV1i1QP un- uAll tin nnr hart to rnrwlde VOla with the information you need during the time allotted. We are presenting this information with the expectation that additional discussions may be required at future City Council meetings, or that meetings will be scheduled with individual City Council members to address particular concerns or questions. We do not believe that we need to be redundant in my memo; that is, the detail for each item is included in the memos from staff. However, I have listed some highlights below: • The audit will be presented by Weaver and Tidwell during the public forum portion of the meeting; as such, the financial review portion of the mid -year review will primarily focus on revenues/expenditures through February as they relate to the budget, and municipal investments. 0 We plan to spend some of the time discussing issues related to the municipal organization, i.e., staff. Note that your general direction will be the basis for Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest For City Council Meeting March 23, 1999 Page 12 of 15 developing and bringing back an amendment to the budget and/or appropriate ordinance at a subsequent meeting. • Your packet contains the latest (February) CIP Status Report. During the mid- year review, we will update you on these projects (including progress on SH 114). Note that we will have the presentation that we have put together for our traffic management bond election available and would be happy to show it to you during the meeting if time permits. (FYI, we plan to have the presentation running at the City of Southlake tent at the Town Square Grand Opening on Saturday ... you are encouraged to stop by 2Td 1^c1c ;* l ;f ^„ ��•,� t;^,P ) • Greg Last, who will review the status of your current priorities and discuss the process for establishing new ones this spring, will lead City Council priority discussions. • The "Text Only" items provided in your notebook have been prepared to provide you with updates on current projects, and may be discussed as needed during the last portion of the meeting or in subsequent City Council meetings. Please contact the department director or appropriate staff person with questions on the mid -year review items. Other Items of Interest 16. Traffic Signals at Shady Oaks, Commerce, and Central. Several of you have inquired about the status of these traffic signal lights. The following chronology Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest For City Council Meeting March 23, 1999 Page 13 of 15 lists the key dates for each of the signal lights. (The estimated future action dates are in bold print.) Central Shady Oaks Commerce 0 Authorized to bid by City Council 11/3/1998 7/21/1998 9/15/1998 • Permit application submitted to TxDOT 11/1998 8/27/1998 10/08/1998 • TxDOT Permit Received 2/12/1999 1/20/1999 2/12/1999 • Bids Opened N/A 9/14/1998 141811999 Bid Awarded N/A 10/6/1998 1412011999 • Anticipated Construction to begin Developer Completed 312211999 511999 • Anticipated Construction to be completed Developer Completed mid April 1999 911999 Central, the last to be authorized to bid by City Council, was the first to be installed due to the developer agreement (approved 1/16/1998) with Southlake Town Square Phase One. Section IV.E.4 of the agreement provides as follows: Developer agrees to pay the up -front cost of design and construction of the proposed traffic signal at street B [Central Avenue] and F.M. 1709 as depicted in the Site Plan. City will reimburse Developer for up to 50% of the final cost of design and construction of such signal, not to exceed $40,000. The developer agreement allows the developer to install the signal, then bill the city. Due to the lead times and bidding requirements of the City, and the developer's desire to have the signal operational by the opening of Town Square, the developer chose to proceed with the installation. Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest For City Council Meeting March 23, 1999 Page 14 of 15 As you can see from the table, the Shady Oaks traffic signal light permit from the state was received on January 20, 1999. The Central Avenue and Commerce Street signal light permits were both received from the state on February 12, 1999. Normally, we wait until we receive the permit from the state before we actually bid a project. This is to protect the City with our bidders. Although TxDOT approved the warrant studies in these signalized intersections in November, 1997, we have to submit construction plans for their approval. This is what is "permitted." Given the problems with school buses at Shady, we bid this project before we actually received approval. The fnr these Trn1Pc+C tnnlr 1nnRar than usual because of the holiday backlog. 17. Update on project Zorro. We have heard from Mr. Mullis regarding the site selection. We have good news that we will brief you about Tuesday night. Should you receive a phone call from the media, our official position is that "we are still in the running as best as we can tell. " Unofficially, we are in if all things go as planned. There are no surprises. We have briefed you previously on everything that we have discussed with Mr. Mullis. Call me or Greg if you wish, at your convenience, and we will bring you up-to-date. 18. Also included with my memo: • Calendar of upcoming meetings/events • Copy of Bills introduced by Senator Jane Nelson, on our behalf, regarding sales tax and developer participation amendments. • Letter from the attorney for Mr. and Mrs. Malik concerning the denial of their plat. I believe you may have received this already, but I wanted to be sure. Allen Taylor will be at the meeting and will discuss this in executive session. Honorable Mayor and Members of City Council Agenda Item Comments and Other Items of Interest For City Council Meeting March 23, 1999 Page 15 of 15 • Memo from Karen Gandy to David Palmer concerning the failure of his current concept plan to conform with the existing zoning. Karen and Allen Taylor have met with the attorney for Mr. Palmer, who is upset with her opinion. FYI, the attorney for Mr. Palmer is the same attorney who represented the developer in the Cinemark case in Dallas. • Economic Development Department update Staff Extension Numbers: Barlow, Kate, Economic Development Specialist, ext. 776 Bloomberg, Chuck, Plans Examiner, ext. 747 Campbell, Billy, Director DPS, ext. 730 Carpenter, Chris, Planner, ext. 866 Gandy, Karen, Zoning Administrator, ext. 743 Harper, Ron, City Engineer, ext. 779 Hawk, Curtis E., ext. 701 Heath, Lou Ann, Director of Finance, ext. 716 Henry, Ben, Parks Planning and Construction Superintendent, ext. 824 Hugman, Kevin, Director of Community Services, ext. 757 Killough, Dennis, Senior Planner, ext. 787 Last, Greg, Community Development Director, ext. 750 LeGrand, Sandra, City Secretary, ext. 704 Jackson, Malcolm, DPS Administrative Coordinator, ext. 726 Knight, John, DPS Deputy Director Support Services, ext. 761 Queen, Courtney, Community Services Coordinator, ext. 827 Safranek, Lauren, Director of Human Resources, ext. 836 Sarakaitis, Stefanie, Comprehensive Planner, ext. 753 Siemer, Shelli, Assistant to the City Manager, ext. 806 Thomas, Charlie, Deputy Director of Public Works, ext. 814 Wilson, Garland, Deputy Director Fire Services, ext. 735 Whitehead, Bob, Director of Public Works, ext. 740 Whitehead, Nona, Community Services Coordinator, ext. 834 Yelverton, Shana, Assistant City Manager, ext. 705 M:\WD-FILESI.CEH\MEETINGS\99-03-23.doc 0 �.e A AMW Marcus Cable Post-W Fax Note 7671 oaea Tolum From i c4/oeDt Co. ph" • Phone M Fax. Larch 10, 1999 Mr. Kevin Hugman City of Southlake 667 N. Carroll Ave. Southlake, TX 76092 Dear Kean: Enclosed is the monthly performance report for February 1999. Once again, I'm pleased Zo idPo t ihai all cwiotner service standards are in compliance for the month. If you have any questions or concerns about the information provided, please contact me and I will be happy to discuss it with you. t Szacerely, N Davis J..Warehim Vice President of Operations P.O. Box 2666 - Fort Worth, Texas 76113 - (817) 509-6272 - Fax (817) 626-1259 L 0 oHARTER System Statistics for Southlake February, 1999 Homes Passed Customers Penetration Installations Disconnects Net Gain/(Loss) Technical Service Calls Technical Service Call Rate Call Center Complete Sample Service Interruption Response < 24 Hrs. Service Call Availability for Next Business Day Installation Schedules < 7 days Outages per Mile Calls Received Calls Answered < 30 seconds Percentage answered < 30 seconds (unadjusted) Percentage answered < 30 seconds (adjusted) Reason for adjustment: • Utility Poles Down Service Calls Installations 6,608 3,021 45.7% 63 51 12 260 8.6% M 100.0% 100.0% 100.0% 0.076 113,728 109,309 96.1 % 98.1 % 98.6% 96.2% 31 CHARTER,COMMU Telephone Statistical Report for the Month of February,1999 Date - February,1999 Calls Reed by ARU Calls Handled by ARU Busy Steals Culls Rec'd by CSR Avg. Wait Time in Sec- Calls Abandoned l 4,710 471 0 4.239 1 6 2 4,759 689 0 4,070 5 17 3 3,841 475 0 3,366 1 3 4 3,935 392 0 3,543 3 11 5 4,164 585 0 3,579 2 4 6 3,855 1,006 0 2,849 41 173 7 1,625 917 0 708 4 3 8 4,753 609 0 4,144 2 10 n 7 , AJ '►,JY av .IUV n V i J,�3 ^ v 10 3,940 501 0 3,439 7 9 11 4,042 729 0 3,313 7 21 12 4,567 910 0 3,657 9 21 13 4,961 1,654 0 3,307 31 173 14 2,929 1,815 0 1,114 21 39 15 4,732 656 0 4,076 2 17 16 4,026 846 0 3,180 6 2 17 3,890 593 0 3,297 l 2 18 4,074 724 0 3.350 7 70 19 4,784 912 0 3,972 7 63 20 3,532 857 0 2,675 14 122 21 2,255 1,485 0 770 7 19 22 8,567 2,431 0 6136 5 38 23 4,386 690 0 3,706 3 34 24 3,881 530 0 3,351 2 19 25 4.565 680 0 3,995 21 114 26 4,920 1,412 0 3.508 4 41 27 2,919 722 0 2.197 8 42 28 1,637 %7 0 670 1 7 TOTAL 114388 24934 0 89554 224 10% Customer Cali Sample - February Calls Sampled 85 Call Number of Percentage Type Calls Billing 9 10.5% Rebuild 17 20.% Drop Buries 2 2.4% Collections 3 3.5% Construction 2 2.4% Pay Per View 3 3.5% @Home 4 4.7% Technical 27 31.8% Reception 2 2.4% Property Damage 4 4.7% Programming 2 2.4% Installation 3 3.5% Door to Door 1 1.1 Serviceability 3 3.5% Employee Rudness 2 2.4% Rate Adjustment 1 1.1% TOTAL 85 100% M �:�v000000v00000000000ao�ov0000 � r a yy c a'" f e e .Q .E 2P !Q � $ O L ` ��LioCCCo7ib2SiS�iiSbbodo6 0 CC��• C�pQ pO�OpO�pOfO o4OpO� C �Op1��jO p p C OOf9f`•'� DiC�D4��1�Orna�iO�fQf 0�01��O�i W �0�O1�Cfdfm�o � ,� $ II � � r r = s. -- m 000 0 0 0 0 000000 0 0 b 0 0 o o 0 0 o b o o s s s .2 " • 00 P70fr �� rN0 � fV< Q06ftA OU O TL WITS N CO) IT vtxago atatat CCE c a N10 Ln V) �O o N►��QZ��ppV OCp10 Q7 I(�V Lqp� pp��N $ til $ �c Q 'y...g::. F R � A Q� ' ti Q <ve�vv.rN a vcf tNV �e� s N z s di dc MMUll '' Mv. a04 ; A 1111 � f�l r r r .. r r V W � :• $gad Month of February, 1999 SERVICE Date Horn Soath SouthWte Availsb7i Availability Trophy Club 02/01/99 0 0 0 02/02/99 0 0 0 02/03/99 1 0 0 02/064/99 0 0 1 02/05/99 1 1 0 02/06/99 0 0 0 02/07/99 0 0 0 02/0&99 1 0 0 02/09/99 1 0 0 02/10/99 1 0 0 02/11/99 1 0 0 02/12/99 0 0 0 02/13/99 0 0 0 02/14l99 0 0 0 02/15/99 0 0 0 02/16J99 1 0 0 02/17/99 1 0 0 02/19/99 1 0 0 02/19M 1 0 1 0220/99 0 0 I 0221/99 1 0 I 0J12/99 0 0 0 0223r99 1 0 1 0224i99 1 0 0 02/25/99 1 0 1 02/26/99 I 1 0 0221/99 0 0 0 02/28/99 0 0 0 Total 15 2 6 Target 2" 26.6 26.6 0= Sum Day < 12 Hn I - Ncxt Day 2= Two Days Out Installation Av9ilabWty A"hsis A INSTALLATION pact Availability 02/01/99 1 02/02199 1 02/03/99 1 02/04/99 1 02/05/99 1 02/06/99 1 02/07/99 1 02/08/99 1 OV09199 1 02/10/99 1 02I11/99 1 02/121" 1 02/13/99 1 02/14i99 1 02/15/99 1 02/16/99 1 02/17/99 1 mnVoo t 02/19/99 1 02/20/99 1 02/2l/99 1 02J22199 1 02J23/99 1 02/24/99 1 02/25/99 1 02/26/99 1 02 /27/99 1 02f=99 1 Total 28 Target 200 �z C- h 0 O ■ a o X C% Z ■ ® • O O ■ rrI v1 N Ok 0 C o r cca1 o c v w U dw.�y<Ow W ��I Q: UQJL -1 M 4' aaaaCCCC -2 � 'a' wC gy� <�� whc,8-j°� � VW�p �UHtc ono°�a azIRIC-4, GCL Go'P. a Q 9 L M � CIf 0 � �aOw �°a-vz �o ca cc <q 3 ad 16 Q< pa ppa F F R� U 0 Z co[- 00 m m V C u o u �6� � d 16 a C i a 5 a a s C 0 0 0� 0 7� -- -• C N D e+1 _ Y c Q p N Q N N Se0.1 Ov. O�, O� as r. I Y O a NQMn ;_Gf4 O� OzNC�O1 1-1 O~^Oe hC f.: pp IAli� a C�CL��eZerae:�.3�e3rZe33 �p �p dE�pppp h d �O LL �-�p 0 ...pfp 6Q N N A N N N !Y N N N N N N <V 2oROOW 0000000 to N 03 N W n W V7 W w w b Gf i !g O N o 5� d T o en oo 0 o c h d �o d O � d e o n d n 6 o Q ei 6 e S2 0 •.. 'Cos -► o Q o '�O e � o 0 0 �Oi� o s Q e Q e e vs e � O VW1 C h — R 8 — O — ; -i m "IS — — G C � V1 � S C O O S C S O r•f ppeg� O� — 1= C p S C — h '+ � p 8 o n � S C O � — M h O !"1 O h �O N M O +O P O O O O h vj O O m rhry .p O M O O CS e m e'p1 O J 8 r 8 8 S N `NOS S h 8 S S H H N 8 8 N P S S S S H 8 C c c e7 O c o C = n G C et O C C C G c o f ev r O C C C C C e•, $ O'^. '� r e+o gC A vw ri a00 O O c4 C +. . �p = e4 F h pp G ,y O Cp vi C M N ao GR v O C O 8 O S S S $ O , *IS r O C v g C ri O G O S C C ? v n O N en O O O O n C O m 7 O N O O O vJ L go F 3 3 N =_ 33G B /. Nc. A BILL TO BE ENTITLED AN ACT re.atirg to the provis_cn of certain tax _..fora t�cn ts a 4me 2 control and prevention district. 3 BE IT ENACTED BY THE LEGISLATURE OF ME STATE OF TEXAS: 4 SECTION 1. Subchapter D, Chapter 323, Tax Code, is amended 5 by adding Section 323.3022 to read as follows: 5 Sec. 323.3022. CRIME CONTROL DISTRICT TAX INFORMATION. 7 (a) The comptroller on request shall provide to a crime control 8 and prevention district that has adopted a tax under this chapter 9 information relating to the amount of tax paid to the district under this chapter during the preceding or current calendar year by each person doing business in the area of the district who annually LW1LL.LLb t.0 L11W C:vuipLLvile s'Cate and local sales tax payments of .3 more $100,000. .4 (b) A request for information under this section must be .3 made in writing by the district's chief administrative officer. '.b (c) Information received by a district under this section is .7 confidential, is not open to public inspection, and may be used .8 only for the purpose of economic forecasting. '.9 (d) The comptroller may set and collect from a district M reasonable fees to cover the expense of compiling and providing ?i 22 23 information under this section. SECTION 2. This Act takes effect September 1, 1999. SECTION 3. The (WI 99S0�o7/1 02/25/99 importance of this legislation and the 1 i' .3. No. 1 crowded condition of the calendars in both houses create an 2 4" gi p : and as impeiat - tic -ne essitp that the 3 constitutional rule requiring bills to be read on three several days in each house be suspended, and this rule is hareby suspended. 9S05b7 1 02 25 99 2 r By, LJ .3, No. A BILL TO BE ENTITLED AN ACT relating to developer participation contracts. BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF TEXAS: SECTION 1. Section 212.071, Local Government Code, is amended to read as follows: Sec. 212.071. DEVELOPER PARTICIPATION CONTRACT. Without - complying with the competitive sealed bidding procedure of Chapter 252, a municipality with 20,000 [Se;eee] or more inhabitants may make a contract with a developer of a subdivision or land in the municipality to construct public improvements, not including a building, related to the development. If the contract does not meet the requirements of this subchapter, Chapter 252 applies to i;iit tviii iac:t ii Ct1C uuiicraut wuuiu otherwise be governed by that chapter. SECTION 2. This Act takes effect September 1, 1999. SECTION 3. The importance of this legislation and the crowded condition of the calendars in both houses create an emergency and an imperative public necessity that the constitutional rule requiring bills to be read on three several days in each house be suspended, and this rule is hereby suspended. 3908/1 02/25/99 EFO ��0�F White, Davis & Fleischer. L.L.P. SThe Richland Corporate Centre E OF Ct7Y ScCR�TAR 9001 :airport Freewa' X.q �uite 920 North Richland Hills, TX 76180 L=FCRD E. lV (817) 5 14-06C4 Board Certified - Commcrcial Real Estee • March 10 , 1 9 Q C Fax: (817) 514-0380 D. K---,T DAVIS ki F. FL =:sc:--a CCPY City of Southlake 667 N. Carroll Southlake, Texas 76092 i, Re: ?!at for Lots 1 1 2 Malik Estates add -. Sir or Madam: Please he advised that this film rests Panez MalEk arri SeeTa Malik. s -m11 as rrt- cf tYa irtat cf do MaEl S to file SU! t, af-LE-- t-e ec ra= cf c3a�/s frcr-i the date of receirt of this letter, acai_*-5t the City c= Scuthla'_. for . �1 d_=al of access to Rarrbi Mall 1 Pzad. T7�e d-_—aa of aC"—S a-=ntS a {_ _ _ L__ C-crce"s `._Cn as tj e r_^u O_ access '_C a DY�Ce_' v_•i C' I : CEG _ --'--e �_ of u C7ia-=�z .._ Sri Eta..e Cl 1—G.S . —1.� C.1:.:.o_'=e ss _S an _7,-Da,rment chat _s maceri ai and suhs: --___ Cal _ . __ ✓ou have any questions, please contact the ,;ndersigned. 'cur _ -,ly Le d W^__e SCU7- _AK-_- DE,., 3 ; 74B8S372 P_ 7 Maya De;uj y Mayor Pry Cexa EdmoneSon Gary Fawks assisan; Cry Marage- Smna FC Y~or: At i �•�-jf :a,e--a L LeGrZnd City of Southlake �-ncc. Re--'n S'r,,;ces David C. ?ah-= S=,icr Vice ?:esident 02 'Maple AvenLv, State 500 YTA r ('SI�fIT_ NO. (214) 953- 0860 and REQUL.AR (-' S. M--*,:, Re: i Shops Ci So 'r sk` Coac-pt Plan Submi.TMa1 Ic�al.� 3esczibe ,s apprax:.-n Ls 29.5I6 aa-ts iv J. Frz.-= Survey, Abstract I`o. 529. -'ract _I,.c SEC of S. Carroil Avealx and East Southlake Blvd. iPa_* hL-. Palmer: le=_= Zd±=ses 'rryCr�'.' t-,C 3bovC.'reiGC:Ce'. GGL'C:pt D13: subsiC Wror-L_ w: pry :cLs C_-Vr .Yt pi= aaprov--d W the d= Or zo;un2. As yo 1 arc aw a-c, the p: party was zcced `S-P-2" wit: L-niud "C-:, C=c al Ccmmcrcial Dismi,:C uses OC.ga.='- 5, 1996 by Ordinance No. 48U-190. This approval vices subject to PIan Leview Summary No. 4 dated �.,h�— t,o 4— 11;e n�Fr�.7tr� ...�C (6-y—' —^ yt : a.-, our 2-1-99 meeting) and subject to the plac=cnt of 10' trots within the 2 5' buff ryard along the south property line Cmsuad of the 127 - 14' cedes originally proposed l y the applicant) as shown on the approved plan dated February 29, 1996. d-_ S:4 ?I= Disvias (`S-P-1 and "S-P-27) h ave i ea trey w- ' as What vC?i[-P� QLk: �C'�. w�2D nrnr�i iec arz 7nr?�1 j inic i ;2r1IIP_,' _^2:! r'-V! i, z:bje~a to: e >r:de:!ys; dis=ict re3uladors or to r-ecia: devr lcpmetr randards approved at the time of the Followir4 a review of the 2l29196 plan, I food that the approved plan esrablisbd a building eal•elope to =sat 'd±e villaga concept. ?his Ras establisbec: both graphically (by dashes shOwm On the plan) and in the Notes Simon which reads: »� This approval pits btdldmg size among= mt, paring layout and di_c=Nuticn within the dash lines to be modified , o suit site candi6oas and d:t3i'. des iP-=nsid-_ at= a2 w t* , ^ the grrss fl, )Or arts =_d :ccai part&-g ..—bcr noted above. It would be my opinion that the approved concept Plan (cared 2IZ9/96) set forth the roq.cnt that no bailthng could be eat>q n=ed oudside of tha : envelope- The Concept Plan :or The Shops of SouUake asaeads. the Iamtt of the demon d eavdape- I love auacled =&Xd ccp= eboth the approved 229/96 plan and the rm=. plan dated 3/ 1M. You w i note that I sketched b the appn=imate its of the bmIdaig my dope on the ..-w plan (scaW f -om the origi=l plan). - _ f 667 N. Carroll Ave. • $outhlakt ,, Texas 76092 E (817) 481 _5581 FAX (61;.j'488-9370 3-10-19GG 1' -26,:M FROM SOUTH AKE COM DEv 8174889370 �2%id C. ?ai- .. V.P. `l--ch 9. yey ?awe T .tio Based on this information, I find that the 3/l/99 concept plan cannot be accepted for processing as a mired cc r=pt plan. The plan should either be modified toht within the estabhsbzd euvelc pe appro-ved %itb the zoning or -1 c applica6en should be modified to include a request for rezoning. c �cuid so -ten subscque--1 sJ, xm- ta:s. Fkase be aware that easy subsequent pi ins submittccd fee processing C:c suciat w^ tee tit of subsronrtal conformance. ?.s is the case in all zooiag-related iantergretations / opinions, the applicant or any_aggrieved parry may appeal d e decision A the Board of Adjustniezzt. Should you have questions regarding am of the above, please call.tne at (817) 481-5581, ext. 743. Sincerely, CITY OF S0L 1 HL A —E A' r Lren P. Gaa,-�' Zo=' ,- Ad=-nis--to-r -_ curds E. u_Ki, City Manama Greg Last, Commtmity and Economic Development Dir=or Wayne K. OLscn, City Attorney Appro. e i C��'pt Plan (2129/96) Kc�'iscd con=r Pian (3iif99) P. 2 ii•-------------- ---------------------- �-'.----1--------- - ��%�---''•'"r'•r'-�s=-ram �-�i i � i . :i::r° tip flf...•t•:f lrl t; Ll: .�� :.� i iffy.,`! - .��:�lf ---- ---- - -- =is _..f,• .�.:;,: <ie; _ .� s oli LIS 7.i S i� � �� '}ice I i• _�� , 1 7S�fi - Y Cam= :�+�• = ir��.y� - - m 7 -d r':-i CAS ! A ;f. p IL _ �� _ �• �� I �'': t _lam � �� I • r . � � � t' �•:�:�:�:-:: ' 1` ..�.__� •T i t . � � . � ASS_?_ ' t , k77 I(t- '� ..:arc _ -�• �n:.v,�,.,`....�i_i—_ � `� � �.4i , If -41 Ir zz iT`i r - i ' � � `•� •� I � LLi� X?� � lij CF.i r t �� '� 1 1 {11 :,• i1 � ' �,, ': .i ZI � OLS6':---S7L (? ^3: VCZ , -,-a= r ( SSE - 2,1-E - City of Southlake L�e Chamber of Commerce Report Date: March 11, 1999 Presented To: Chamber of Commerce Board Prepared By: Economic Dei-elopment Staff - Greg Last, Kate Barlow Foliowim_ are selected items of interest related to economic development in the City of Southlake. RECENT DEVELOPMENT APPROVALS • February 16. 1999: Council approved the site plan for Panorama Place on the west side of North Carroll Avenue approximately 375' south of Southcrest Court. Applicable zoning is "0-1- Office District. • February 16. 1999: Council approved the site plan for a project with "O-1" Office District zoning; at the northwest corner of Diamond Boulevard and East Southlake Boulevard. • Llarch ?. 1999: Council approved the site plan for Dardan Square on the south side of West Southlake Boulevard approximately 150' east of the intersection of West Southlake Boulevard and Lake Crest Drive. Applicable zoning is "C-2" Local Retail Commercial District. • March 2. 1999: Council approved the site plan for two lots within North Davis Business Park on the north side of Greenwood Drive approximately 250' north of Greenbriar Drive. Applicable zoning is "I-1" Light Industrial District. REGULATORY" ISSUES • Landscape Ordinance Revisions: Staff has completed the draft of potential revisions to the landscape ordinance. Anticipated timeline for review is first reading at Council on April 6: and second reading at Council on April 20, 1999. Staff contact: Keith Martin, Landscape Administrator, ext. 848. • Land Conservation District Work Group (formerly Residential PUD Minimum Acreage Amendments): This work group has temporarily postponed further study and review. The group tentatively plans to reconvene in mid -summer. Staff contact: Karen Gandy, Zoning Administrator, 481-5581, ext. 743. • Uniform Building Code Revisions: On February 16, 1999, Council adopted amendments to the Uniform Building Code which limit the number of exemptions to the permitting process including the elimination of excavation and dirt work prior to building permit issuance. In particular, we anticipate a reduction in the number of problems associated with contractors beginning excavation work prior to obtaining a permit. Chamber of Commerce Report March 11, 1999 Page 1 • Closed Loop Signal System along Southlake Boulevard: On March 2. 1999. Council awarded a bid to complete efforts to svnchronize all existing and proposed traffic signals along Southlake Boulevard. STAFF PROJECT UPDATES • Local Option Election Initiative (formerly Mine Sales Initiative): Representative `'ickie Truitt has filed H.B. 1937 seeking amendment to Subchapter A. Chapter 251 of the Texas Alcohol Beverage Code that would authorize an incorporated city or town geographically located in more than one county to order a local option election to determine whether or not the sale of alcoholic beverages of one or more of the various types and alcoholic contents shall be prohibited or legalized in the city or town. INTERESTING DATA AND OTHER INFORMATION • Bond Election: On March 2, 1999. Council approved a resolution calling for a bond election on Nlay 1. 1999. The ballot will feature three propositions: S17.3 million for street intersection improvements; $2.2 million for enhancements to S.H. 114 interchanges; and $4.7 million for hike and bike trails. • Continental Boulevard Reconstruction: On February 16, 1999. Council awarded the bid for Phase I Reconstruction of Continental Boulevard from Davis Boulevard to South Peytonville Avenue. • Economic Development Department Created: On March 2, 1999, approved the upgrade of the Economic Development Division to a Department. Greg Last, formerly Community Development Director, has been named Director. Staff continues to operate at City Hall. • March 16, 1999 Council Meeting Changed: The March 16, 1999 Council meeting has been rescheduled to March 23, 1999 due to Spring Break. • Residential Permits: 42 issued in February: average value for 1999 is $280,481 which is 3.8 percent above 1998. This is the lowest total for February since 1994. Attached are charts illustrating permit activity for first five months for FY93 through FY99, residential sales for 1992 through 1998, and average value of Southlake residential sales, 1992 through 1998. • Commercial Permits: 2 permits issued in February including 7,408 SF at 3305 East-S.H. 114 for Kirby's Steak House and 3,926 SF at 2320 West Southlake Boulevard for Southlake Crossing Animal Clinic. • General Fund Sales Tax Revenues: First Four Months fiscal year 1999 collections totaled $1,019,979; Fiscal year 1999 is 18.4 % over the same comparable period for FY98. Enclosures: 1992-1998 Southlake Residential Sales and Average Value of Southlake Residential Sales Single Family Residential Building Permits, First Five Months FY93-FY99 La� Chamber of Commerce Report March 11, 1999 Page 2 For further information contact: Economic Development Department Phone: (817) 481-5581 % Fax: (817) 488-9370 Greg Last. Economic Development Director. ext. 744 Kate Barlow. Economic Development Coordinator. ext. 776 Copies To: City Council Planning and Zoning Commission Carroll ISD Board of Trustees Curtis E. Hawk. City Manager Chamber of Commerce Report March 11, 1999 Page 3 r.r it C.� �I r J 00 G1 O •.~r �r Q •~ �1 ,� 01 ;1J Cyr 4-0 V1 PERO 0 Omni - OIN >4 0 00 all) 0 W PMOy MO 00 r---I W ON o � N � pm CIA cof) M CIIIN O O O O O O O O Plos slat fl m 0 cc V 1 oG i--+ MCIA r----� � � O �I O M Omni V x C� [--4 f p � .: N v C spupsnOLI_L City of Southlake, Texas MEMORANDUM March 19, 1999 TO: Curtis E. Hawk, City Manager FROM: Ron Harper, Deputy Director of Public We SUBJECT: Town Square Status Report Town Square Work continues on three buildings on Phase I. North Carroll Realignment Due to weather related problems and franchise utility we were not able to complete the road prior to the grand opening of Town Square; however the contractor was able to complete enough of the project to provide access to the site. Post Office Square Joint meeting to be held with P & Z is to be held on March 23, 1999. Additional Project Phases No new information since last meeting. Town Hall Attached is a copy of the latest version of the space concept plan. Staff has reviewed this plan to determine conformance with the programming book and conversations with the end users (including Council). This attachment is NOT intended for official approval from Council, but to reflect progress. Meetings will be held with the project architects during the weekend of March 20, 1999 to determine the schedule of future submittals. � xrnir�n d: \wd-files\sts\stat 19. doc 4B-1 REVENUES Ad Valorem Taxes Sales Tax Franchise Fees Fines Charges for Services Permits/Fees Miscellaneous Interest Income Total Revenues EXPENDITURES City Secretary City Manager Support Services General Government Total Human Resources Human Resources Total Finance Municipal Court Municipal Court -Teen Court Finance Total Fire Police Dublic Safety Support `wilding Public Safety Total Streets/Drainage Public Works Administration Public Works Total Community Development Economic Development Community Development Total Community Services Parks and Recreation Library Services Community Services Total Total Expenditures Excess (deficiency) of Revenue over Expenditures OTHER FINANCING Proceeds from lease/CO (net) Transfer In -Other Funds Transfer To -Other Funds Total Other Sources/(Uses) Excess (deficiency) of Revenues/other sources over Exp. FUND BALANCE OCT 1 Change in reserved fund balance ENDING FUND BALANCE fund balance percentage GENERAL FUND Statement of Revenues, Expenditures and Changes in Fund Balance for the period ended February 28,1999 with comparative actual amounts for the period ended February 28, 1998 (fiscal month 5 - 41.67%) $1,116.945 313,831 265,577 54,556 19,980 204,120 26,639 $2,021,270 $18,699 25,002 48,155 26,631 5.446 106,976 283,102 61,883 45,540 36,937 6m 23,194 81,309 LM 110-228 $987,977 Year to Date $5,566,171 1,020,570 778,408 281,519 172,398 864,852 83,484 $8,837,209 $103,946 134,364 202,556 126,026 647,965 1,267,210 434,998 302-302 2,652475 293,039 213,971 148,323 407,884 30,575 586,782 $5,352,199 $1,033,293 $3,485,011 $0 $0 65,461 327,303 (96.329) (481,643) ($30,868) ($154,340) Adopted 1998/99 Rlidget $6,463,540 3,026,050 984,112 875,798 685,006 2,742,788 145,659 $15,112,953 $301,173 351,003 454,166 304,770 1,857,825 3,418,246 1,056,436 692.89 7,025.403 939,167 531,480 416,831 1,454,991 162,480 2,034,302 $15,718,792 ($605,839) $694,300 1,235,527 (I -155, 942) $773,885 $1 002425 $3,330.671 $168,046 $2,858,521 $2,858,521 $0 $0 $6.189.192 $3,026,567 19.3 % 86.1 % 33.7 % 79.1 % 32.1 % 25.2 % 31.5% 57.3 % 36.7 % 58.5 % 34.5 % 38.3 % 24.2 % 36.4 % 44.6 % 41.4 % 48.5 % 43.9% 34.9 % 37.1 % 41.2% 43.6% 37.8% 31.2% 33.6% 40.3 24.4 36.9 35.6 28.0 18.8 28.8 Actual Percent Year to Date Total Collected/ 2/29/98 $3,563,568 9/30/98 $3,970,964 Expcnded 89.7 % 861.136 2,521,965 34.1% 580,795 883,871 65.7 % 248,376 630,645 39.4 % 152,604 590,950 25.8% 944,333 2,733,934 34.5 % 37,053 278,573 13.3% 54,773 178,967 30.6 % $6,442,638 $11,789,769 54.6 % $85,474 $226,793 37.7 % 130,150 338,110 0.0 % 619.432 1,498,707 41.3 % 835.05 2,063,610 40.5% 80.121 233 923 34.3 % 80,121 233,923 34.3% 162,750 399,334 40.8 % 103.749 267,311 38.8 % 21.052 59,586 35.3 % 287,551 726,231 39.6% 697,783 1,784,478 39.1 % 1,097,897 2,822,719 38.9 % 379,151 1,004,557 37.7% 209.234 567 051 36.9 % 2,384,065 6,178,805 38.6% 289,028 820,722 35.2 % 311195 783 368 39.9% 601,223 1,604,090 37.5% 180,785 489,319 36.9 % 36,689 116,773 31.4 % 217.474 606,092 35.9% 145,703 342,198 42.6 % 390,474 1,154,334 33.8 % 0 Q 0.0% $1,500,971 ($1,119,514) $0 $718,433 295.363 715,869 0 (53, 869.) $295,363 $1,380,433 $1,796,334 $260,919 $2;597,602 $0 $2.858.521 22.1 %p 35.8% 38.3% RFC Water Sales -residential Water Sales -commercial Sewer Sales Sanitation Sales Other utility charges Miscellaneous Interest Income Total Revenues EXPENSES Water Utility Billing Sewer Sanitation Debt Service - Revenue Bonds Total Expenses Excess (deficiency) of (Revenue over Expenses OTHER FINANCING SOURCES AND (USES) Transfer In -Other Funds Transfer Out -Other Funds Total Other Sources/(Uses) Excess (deficiency) of Revenues and other sources over Expenses WATER AND SEWER ENTERPRLSE FUND Comparative Statement of Revenues and Expenses for the period ended February 28, 1999 and February 28, 1998 (fiscal month 5 - 41.67 %) Adopted Month Year to Date 1998/99 1998/99 Budget $315,544 $1,935,377 $5,220,000 73,451 321,707 805,500 93,352 469,609 975,000 57,691 280,830 636,000 36,121 147,453 443,315 1,156 10,834 6,501 83,400 $588,150 53 464 $3,214,937 100-000 $8,263,215 $196,418 $970,538 $4,504,340 15,817 98,079 303,421 52,769 300,352 747,246 44,727 177,104 560,000 293,645 $603,376 ($15.226) 1.203"148 $2,749,221 S465.716 2 121.141 $8,236,148 $27067 $0 $0 $0 (65 461) (327,303) (785527) ($65,461) ($327,303) ($785,527) y/� 9 37.1 % 39.9 % 48.2 % 44.2 % 33.3 % 7.8% 53.5 % 38.9 % 21.5 % 32.3 % 40.2 % 31.6% 56.7 % 33.4 % Actual Percent Year to Date 2/28/98 Total 9/30/98 Collected/ Espcnde $1,694,860 $6,053,989 28.0% 306,226 846,277 36.2% 384,354 1,037,099 37.1% 255,582 635,055 40.2% 156,428 409,582 38.2% 16,673 167,494 10.0 % 27 940 99.325 31.3 % $2,842,063 $9,238,821 30.8% $1,098,949 $4,965,046 22.1 % - - 0.0 % 276,168 932,115 29.6 % 159,743 496,147 32.2 % 958.979 1 943 566 49.3 % $2,493,839 $8,336,874 29.9 % $348.224 $901-947 $347,560 $834,145 (294-667) (704.000) $52,893 $134.145 CITY OF SOUTHLAKE 1 % SALES TAX REPORT �01998-99 collected budget balance budget to date balance percent $3,021,050 $1,219,552 $11,801,498 59.63% MONTH FISCAL YEAR 96-97 % Inc -Dec FISCAL YEAR 97-98 % Inc -Dec FISCAL YEAR 98-99 % Inc -Dec October $161,892 25.8% $237,164 46.5% $310,767 31.0% November 135,367 21.0% 193,664 43.1% 206,887 6.8% December 115,084 10.7% 163,871 42.4% 188,493 15.0% January 198,873 41.7% 266,437 34.0% 313,831 17.8% February 125,671 31.9% 168,914 34.4% 199,573 18.2% March 104,733 1.5% 160,147 52.9% - n/a April 182,384 33.1% 215,299 18.0% - n/a May 152,577 39.5% 217,760 42.7% - n/a 171,813 53.0% 200,233 16.5% - n/a July 223,854 24.5% 274,072 22.4% - n/a August 184,851 39.7% 224,126 21.2% - n/a September 173,917 42.0% 200,169 15.1 % = n/a TOTAL $1,931,017 30.8% $2,521,857 30.6% $1,219,552 18.4% Actual Budget Month 1 7- 1998-99 October $ 237,164 $ 284,122 $ November 193,664 232,009 December 163,871 196,317 January 266,437 319,192 February 168,914 202,359 March 160,147 191,856 April 215,299 257,928 May 217,760 260,876 June 200,233 239,879 July 274,072 328,338 August 224,126 268,503 September 200,169 239,669 _ $ 2,521,856 $ 3,021,050 $ Actual Estimated (budget-est.) % 1998-99 1998-99 Difference Change 310,767 $ 310,767 $ 26,645 9.38% 206,887 206,887 (25,122) -10.83% 188,493 188,493 (7,824) -3.99% 313,831 313,831 (5,361) -1.68% 199,573 199,573 (2,786) -1.38% - 191,856 - 0.00% - 257,928 - 0.00% - 260,876 - 0.00% - 239,879 - 0.00% - 328,338 - 0.00% - 268,503 - 0.00% 0.00% 1,219,552 $ 3,006,603 $ (14,448) -0.48% 19.22% 3/11/99 SLSTX99.XLS ,Vd-/D SOUTHLAKE PARKS DEVELOPMENT CORPORATION 1 /2% SALES TAX REPORT 1998-99 collected budget balance budget to date balance percent $1,510,525 $609,776 $900,74959.63% MONTH FISCAL YEAR 96-97 % Inc -Dec FISCAL YEAR 97-98 % Inc -Dec FISCAL YEAR 98-99 % Inc -Dec October $80,946 25.8% $118,582 46.5% $155,384 31.0% November 67,684 21.0% 96,832 43.1 % 103,444 6.8% December 57,542 10.7% 81,935 42.4% 94,247 15.0% January 99,437 41.7% 133,219 34.0% 156,915 17.8% February 62,836 31.9% 84,457 34.4% 99,787 18.2% March 52,366 1.5% 80,074 52.9% - n/a April 91,192 33.1 % 107,650 18.0% - n/a May 76,289 39.5% 108,880 42.7% - n/a oo,9uo 53.u70 iuu, i i7 16.5%o - pia y 111,927 24.5% 137,036 22.4% - n/a August 92,426 39.7% 112,063 21.2% - n/a September 86.958 42.0% 100,085 15.1% - n/a TOTAL $965,508 30.8% $1,260 929 30.6% $609,776 18.4% October November December January February March April May June July August (� ember Actual Budget 1997-98 9 $ 118,582 $ 142,061 $ 96,832 116,005 81,936 98,159 133,219 159,596 84,457 101,179 80,074 95,928 107,650 128,964 108,880 130,438 100,117 119,940 137,036 164,169 112,063 100.085 134,251 119.835 _ $ 1,260,928 $ 1,510,525 $ 19.79% Actual Estimated 1998-99 1998-99 155,384 $ 155,384 103,444 103,444 94,247 94,247 156,915 156,915 99,787 99,787 - 95,928 - 128,964 - 130,438 - 119,940 - 164,169 - 134,251 119,835 609,776 $ 1,503,301 Y 19.22% (budget-est.) Difference $ 13,322 (12,561) (3,912) (2,680) (1,393) (7,224) Chanae 9.38% -10.83% -3.99% -1.68% -1.38% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% 0.00% -0.48% SLSTX99.XLS SOUTHLAKE CRIME CONTROL AND PREVENTION DISTRICT 1 /2% SALES TAX REPORT 1998-99 Collected Budget to Date $1,438,525 $554,247 Budget Balance Balance Percent $884,278 61,47% MONTH Fiscal Year 1997-98 Actual Fiscal Year 1998-99 Actual Dollar Increase/ Decrease Percent Increase/ Decrease October $ - $ 125,207 125,207 100.0% November - 92,367 92,367 100.0% December - 102,325 102,325 100.0% January - 135,618 135,618 100.0% February - 98,730 98,730 100.0% March - - n/a n/a April - - n/a n/a May 77,337 - n/a n/a June 86,019 - n/a n/a July 108,531 n/a n/a August 105,651 - n/a n/a September 89.966 - n/a n/a TOTAL $467,504 $554,247 $554,247 n/a Budget Actual Estimated (budget-est.) % . 1998-99 1998-99 1998-99 Difference Change October $ 135,242 $ 125,207 $ 125,207 $ (10,035) -7.42% November 110,437 92,367 92,367 (18,070) -16.36% December 93,447 102,325 102,325 8,878 9.50% January 151,935 135,618 135,618 (16,317) -10.74% February 96,323 98,730 98,730 2,407 2.50% March 91,324 - 91,324 - 0.00% April 122,774 - 122,774 - 0.00% May 124,177 - 124,177 - 0.00% June 114,182 - 114,182 - 0.00% July 156,289 - 156,289 - 0.00% August 127,807 - 127,807 - 0.00% September 114,588 - 114.588 - 0.00% $ 1,438,525 $ 554,247 $ 1,405,388 $ (33,137) -2.30% �a-ia Qe City of Southlake Comparison of SPDC Sales Tax and Crime Control Sales Tax (Both 1/2 cent Sales Tax) Crime Dollar Percentage Month SPDC Control Difference Difference May-98 $ 108,880 $ 77,337 $ 31,543 28.97% Jun-98 $ 100,117 $ 86,019 $ 14,098 14.08% Jul-98 $ 137,036 $ 108,531 $ 28,505 20.80% Aug-98 $ 112,063 $ 105,651 $ 6,412 5.72% Sep-98 $ 100,085 $ 89,966 $ 10,119 10.11% Oct-98 $155,384 $ 125,207 $ 30,177 19.42% Nov-98 $ 103,444 $ 92,367 $ 11,077 10.71 % Dec-98 $ 94,247 $ 102,325 $ (8,078) -8.57% Jan-99 $ 156,915 $ 135,618 $ 21,297 13.57% Feb-99 $ 99.787 $ 98.730 $ 1.057 1.06% Total $ 1,068,170 $ 923,021 $ 145,149 13.59% A-4 City of Southlake, Texas MEMORANDUM March 19, 1999 TO: Curtis E. Hawk, City Manager FROM: Billy Campbell, Director of Public Safety SUBJECT: Authorize the Mayor to enter into agreements between New World Systems Corporation and the City of Southlake for standard software license and services to replace the majority of the City's software operating system. Action Requested: Approval of the agreements for standard software license and services with New World Systems Corporation to replace the majority of the City's software operating systems. Background Information: As previously discussed with City Council, our present systems throughout the City are not compatible with each other. This creates inefficiencies in the process of data entry and discrimination. Each department in City Government operates in a different environment that does not allow the sharing of information from the various programs. In addition, the majority of the software being utilized is not Year 2000 compliant. One of our specifications in our request for proposal was that all software be Year 2000 compliant. Financial Considerations: This problem was recognized and prepared for during the 98-99 budget process. We requested, and the City Council approved, a budgeted amount of $724,300 for the replacement of this software, the conversion of data to the new system, and the purchase and upgrades of AS400's. We invited companies to demonstrate their software and we then sent out RFP's (request for proposals) to over thirty (30) different vendors. New World Systems submitted the lowest RFP that would meet our needs of $591,095. With this cost, along with the price of the AS400's and the data conversions, the estimated cost of this project will be $818,834.00. This will be an overage of $94,534.00. However, in preparation for the present fiscal year we budgeted approximately $100,000.00 for the lease purchase of these items, had the City Council chosen to fund in that manner. We can complete the project without the need for a mid -year request for additional funding. Citizen Input/ Board Review: No citizen input has been received. Not subject to any Board review. 5B-1 Curtis E. Hawk March 19, 1999 (W Page 2 Legal Review: Alternatives: Supporting Documents: The City attorneys have reviewed and approved the agreements. Not Applicable Standard Software License and Services Agreement for the Department of Public Safety and Municipal Court Standard Software License and Services Agreement for other City Departments Southlake Budgetary Summary Staff Recommendation: Place the agreements for standard software license and services with New World Systems Corporation on the March 23, 1999 City Council meeting agenda for approval. BC/bls Approved for Submittal to City Council: �',�3ger ice SB-2 L • '0 Q., SOUTHLAKE BUDGETARY SUMMARY: 3108/99 NOTE: This summary is for budgetary planning purposes only. In the event of a discrepancy between this document anddiscrepancy between this document and the agreements, the agreements will take precedence. Software License Fees: Project Management, Training, and Support: Public Safety Courts Public Finance Progress Licenses: Public Safety (25) Public Finance (10) Hardware: Bar Code Equip. Mapinfo License Meter Read Interface Mod's Budget Requirements -This Fiscal Yr 82200 25000 109000 7,500 3000 6975 1945 3500 $ 591,095 IMPORTANT NOTE: 1. Travel and Living Expenses for training and support are not included in this summary. 2. One Year Warranty, No SSMA budget required for this fiscal yr. . (See agreements for SSMA budget requirements for next fiscal year) ME NE)N WOPLD sY EIMS� ho 888 ��est Bid Beaver Road Suite 1100 Trov. N1( i8084 (248) 269-100 March 4, 1999 e�O STANDARD SOFTWARE LICENSE AND SERVICES AGREEMENT This Standard Software License and Services Agreement which includes the attached Exhibits ("this Agreement") is between New World Systems' Corporation ("New World"), a Michigan Corporation and City of Southlake, Texas ("Customer"). This Agreement sets forth the terms and described herein conditions to Customer.under Which New World will furnish the Licensed Products and will provide certain The attached Exhibits include: Exhibit A ......................... LICENSED STANDARD SOFTWARE AND FEES Exhibit B.......................... INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES Exhibit C ......................... STANDARD SOFTWARE MAINTENANCE AGREEMENT Exhibit D ......................... NON -DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES Exhibit E.......................... DEMONSTRATION SITE DISCOUNT Exhibit F.......................... CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEI'IENTS/MODIFICATIONS AND/OR CUSTOM SOFTWARE Exhibit G ......................... DEVELOPMENT SOFTWARE ENHANCEMENTS Appendix 1 ...................... AGREEMENT AND AUTHORIZATION POPROGRESS SOFTWARE CORPORATION MENT SEAND OF By signing below, each of us agrees to the terms and conditions of this Agreement together with the attached Exhibits. This agreement contains the complete and exclusive statement of the agreement between us relating al or written representations communications to the matters referenced herein and replaces any prior or between us. Each individual signing below represents that (s)he has the requisite authority to execute this Agreement on behalf of the organization for which (s)he represents and that all the necessary formalities have been met. ACKNOWLEDGED AND AGREED TO BY: NEW WORLD SYSTEMS' CORPORATION (Customer) CCIT Y O e )OUTHLAKE TEXAS (New World) gy. By: Title Larry D. Leinweber, President Authorized Signature, By: Title Authorized Signature, Date: Date: This Agreement is effective upon the last date as shown on this cover pale. CONFIDENTIAL Page 1 City of Southlake, Texas (Rev SSUSA 11/95) 5B-5 a Nft.- Exhibit A/LICENSED STANDARD SOFTWARE AND FEES Page 2 7. Logoslo Licensing Software - Business Licensing $ 8,000 8. Logos'VDocument Imaging Software $ 6,000 - Document Imaging Base Charge 9. Other Loos 3 Software' No Charge Windowsb PC Environment NEW WORLD STANDARD SOFTWARE LICENSE FEE S 210,000 LESS DENIONSTRATION SITE DISCOUNT S 73,500 TOTAL SOFTWARE LICENSE FEE' S 136,500 Source Code may be acquired for 10% of the Exhibit A list cost until December 31, 1999. ' Currently supports interfaces to CensusiRockwell, Neptune, Itron, Radix, Syscon and Schlumberger devices. Technical assurance must be obtained to verify the Business Partner's sofnvarelhardtvare release level interface requirements. 6Vindows is a trademark of Microsoft Corporation, all rights reserved. 3 Prices assume that all software proposed is licensed (Rev S.L.&SA 12t98) CONFIDENTIAL SB-14 City of Southlake, Texas .. Exhibit A/LICENSED STANDARD SOFTWARE AND FEES Page 3 B. License Fee Payment Schedule for Licensed Standard Software and Documentation 1. DELIVERY PAYMENT $54,600 (40% of the total Exhibit A cost — Invoiced as each Exhibit A Licensed Standard Software package is delivered to Customer) 2. INSTALLATION PAYMENT $68,250 (50% of each application cost — Invoiced as each Exhibit A Licensed Standard Software package is installed) 3. FINAL PAYMENT $13,650 (10% of each application cost — Invoiced 90 days after delivery of each Licensed Standard Software package) TOTAL LICENSED STANDARD SOFTWARE PAYMENTS DUE $136,500 Definition of Installed Installed means the specific Exhibit A application is ready for operational use and a review of the software has been conducted with Customer and/or a training session has been held. ALL PAYMENTS ARE DUE WITHIN FIFTEEN (15) DAYS FROM RECEIPT OF INVOICE PRICING VALID THROUGH FEBRUARY 26,1999. Year 2000 Readiness Statement All New World Customers who are utilizing the latest releases of our Licensed Standard Software applications will be able to meet Year 2000 requirements for the application licensed. This includes both new Customers as well as those long-time New World Customers who have received Licensed Standard Software updates through our Standard Software Maintenance Agreement (SSMA). Some customers will require on -site support services from New World to assure the latest releases are applied correctly. Having the latest releases of New World's Licensed Standard Software does not cover third party products that may also be used in conjunction with New World products. If these products are not Year 2000 Compliant, customers may still experience Year 2000 issues. New World defines Year 2000 Compliance as the following: • Dates are stored in a Year -Month -Day Sequence (XXXX-XX-XX). This has been the format we have used for years. If a two -digit year is entered and the number is less than or equal to 50, 20XX is assumed. If the two - digit year is greater than 50, 19XX is assumed. • Functions accurately and without interruption before, during and after January 1, 2000, without any change in operations. • Processes 2000 as a leap year "Statements made to you in the course of this sale are subject to the Year 2000 Information and Readiness Disclosure Act. " CONFIDENTIAL (Rev S.L.&SA 12/98) SB-1S City of Southlake, Texas EXHIBIT B PROJECT MANAGEMENT INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES 1. Proiect Management Services New World shall act as Project Manager to assist Customer's management in implementing the Exhibit A software. This responsibility will include documenting, coordinating and managing the overall Implementation Plan with Customer's management and the Customer liaison. Project Management Services include: (a) a summary level Implementation plan; (b) a detail level Implementation plan; (c) revised Implementation plans (if required); (d) monthly project status reports; and (e) Project Status meetings • a project review (kickoff) meeting at Customer's location • progress status meeting(s) will occur during implementation via telephone conference or at Customer's location; and • a project close out meeting at Customer's location to conclude the project. To implement the Exhibit A applications, the project management fee will be $20,000. 2. Training and Installation Support Hours Recommended Allocating adequate support service hours for each application of Licensed Standard Software listed on Exhibit A is not only recommended but also is critical for a successful installation of and training on each application package. Based on the Licensed Standard Software listed on Exhibit A, 890 hours of New World installation and training support services have been allocated. Avoiding or minimizing custom or modified features will aid in keeping the support costs to the amount allocated. The recommended installation and training support services include: (a) Installation of each package of Licensed Standard Software; and (b) Customer training and/or assistance in testing for each package of Licensed Standard Software. The project management, training and installation support services are performed at Customer's premises and/or at New World national headquarters in Troy, Michigan (e.g., portions of project management are performed in Troy). 3. Support Service Fees Estimate The 890 hours of training and installation support services cost has been calculated using a rate of $100.00 per hour. Additional services are also available at the rate of $100.00 per hour. Based on the services suggested above, the project management, training and installation support service cost will be S109,000. (Plus all actual and reasonable travel expenses incurred by New World divided proportionately between all New World customers visited on a single trip and actual employee travel time for Installation and Training up to but not exceeding four (4) hours per Customer visit.) CONFIDENTIAL (Rev S.L &SA IMS) SB-16 City of Southlake, Texas ,`, Exhibit B/PROJECT MANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES Page 2 4. Additional Services Available Other New World services may be required or requested for the following: (a) Additional software training; (b) Tailoring of Licensed Standard Software by New World technical staff and/or consultation with New World technical staff, (c) New World Consultation with other vendors or third parties; (d) Modifying the Licensed Standard Software; (e) Designing and programming Custom Software; (f) Maintaining modified Liansed Standard Software and/or Custom Software. Customer may request these additional services in writing using New World's Request For Service (RFS) procedure (or other appropriate procedure mutually agreed upon by Customer and New World). 5. Pavments for Proiect Management Services Project Management Services will be billed as follows: Dav 10 after Agreement Signed $ 6,000 Dav 90 after Agreement Signed $ 6,000 Dav 180 after Agreement Signed $ 6,000 Upon Project Completion $ 2.000 Total: $20,000 6. Pavments for Training and Installation Support Services and Travel Costs All hours for training and installation support services and all travel costs will be billed weekly for services provided in the previous calendar week. All payments are due no later than 15 days from receipt of invoice. (Rev S.L.&SA 12/98) CONFIDENTIAL SB-17 City of Southlake, Texas EXHIBIT C STANDARD SOFTWARE MAINTENANCE AGREEMENT This Standard Software Maintenance Agreement (SSMA) between New World Systems" Corporation (New World) and Citv of Southlake, Texas (Customer) sets forth the standard software maintenance support services provided by New World. Service Period This SSMA shall remain in effect for a period of four (4) years beginning on the 366th day after the installation of the Licensed Standard Software to Customer (the start date) and ending on the same calendar date four (4) years after the start date. Upon software delivery, Licensed Standard Software installation shall not be delayed more than 30 days from computer's availability for use. 2. Services Included The following services or features are available under this SSMA: (a) Upgrades, including new releases, to the Licensed Standard Software (prior releases of Licensed Standard Software application packages are supported no longer than nine (9) months after a new release is announced by New World); (b) Temporary fixes to Licensed Standard Software (see paragraph 6 below); (c) Revisions to Licensed Documentation. (d) Reasonable telephone support for Licensed Standard Software on Monday through Friday from 8:00 a.m. to 8:00 p.m. (Eastern Time Zone). Telephone support is not intended as a substitute for user training. Frequent calls by inexperienced or less knowledgeable users may indicate additional Exhibit B services are required. All calls based on customer's not being able to use software that is in live use shall be responded to in two hours or less; (e) Invitation to and participation in user group meetings; and (t) Copies of any newsletters generally made available to Public Safety customers. Items a, b, and c above will be distributed to Customer on magnetic media or other means, as appropriate. After installation. Customer shall return any magnetic media to New World. Additional support services are available as requested by Customer using the then -current hourly rates or applicable fees. Exhibit B has a description of support services available. Maintenance for Modified Licensed Standard Software and Custom Software Customer is advised that if it requests or makes changes or modifications to the Licensed Standard Software, these changes or modifications (no matter who makes them) make the modified Licensed Standard Software more difficult to maintain. If New World agrees to provide maintenance support for Custom Software or Licensed Standard Software modified at Customer's request, or for prior releases of New World's software, then the additional New World maintenance or support services provided shall be billed at the then -current Exhibit B hourly fees plus reasonable expenses. 4. Billing Maintenance costs will be billed annually, beginning on the 366th day after installation of the Licensed Standard Software and on the same day each year thereafter for the term of the SSMA. (Any Exhibit B support or service hours and travel costs incurred are billed weekly for the previous calendar week.) CONFIDENTIAL (Rev S.L,&SA 12N8) 5B-18 City of Southlake, Texas Additions of Software to Maintenance Agreement Additional Licensed Standard Software licensed from New World will be added to the SSMA as it is installed at Customer's location. Costs for the maintenance for the additional software will be billed to Customer on a pro rata basis for the remainder of the maintenance year and on a full year basis thereafter. 6. Requests for Software Correction on Licensed Standard Software At anv time during the three hundred sixty five (365) day warranty period or during the SSMA period, if Customer believes that the Licensed Standard Software does not conform to the current specifications set forth in the user manuals. Customer must notify New World in writing that there is a claimed defect and specify which feature and/or report it believes to be defective. Before any notice is sent to New World, it must be reviewed and approved by the Customer Liaison. Documented examples of the claimed defect must accompany each notice. New World will review the documented notice and when a feature or report does not conform to the published specifications, New World will provide software correction service at no charge. (See paragraph 4.0 of the General Terms and Conditions of this Agreement for the New World warranties provided). A non -warranty request is handled as a billable Request for Service (RFS) (see Exhibit B). The no charge software correction service does not apply to any of the following: (a) situations where the Licensed Standard Software has been changed by anyone other than New World personnel; (b) situations where Customer's use or operations error causes incorrect information or reports to be generated; and (c) requests that go beyond the scope of the specifications set forth in the current User Manuals. 7. Maintenance Costs for Licensed Standard Software Packages Covered for IBM AS/400 Model 170-2291 New World agrees to provide software maintenance at the costs listed below for the following New World Licensed Standard Software packages installed at Customer's location: Application Package 1 2 3 4 5 6 7 8 9 Number of Modules Logos' Financial Management Software Base Package 7 Additional Logos" Financial Management Software 6 Logos' Human Resources Software 4 Logos' Utility Information Software 2 Logos' Community Services Software 6 Logos' Public Works Software 2 Logos' Licensing Software I Logos' Document Imaging Software 1 Other Logos' Sofrivare 1 TOTAL LIST COST: $210,000 ANNUAL MAINTENANCE COST: S31,500 (4-Year Plan, billed annually) ALL PAYMENTS ARE DUE FIFTEEN (15) DAYS FROM RECEIPT OF INVOICE. (Rev S.L.&SA 12/98) CONFIDENTIAL SB-19 City of Southlake, Texas • EXHIBIT D NEW WORLD SYSTEMS` CORPORATION NON -DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES This Agreement, when accepted and executed by New World, grants the undersigned the permission to use and/or have limited access to certain New World Systems* Corporation (New World) proprietary and/or confidential information Installed at: Citv of Southlake Customer Name Authorized Signature of Customer: Located at: 1725 E. Southlake Blvd. Southlake. Texas 76092 Name (Please Print or Type) Title Signature In exchange for the permission to use or have access' -to New World proprietary and/or confidential information, including without limitation, New World software and/or documentation, the organization and individual whose names appear below, agree to the following: 1. No copies in any form will be made of New World proprietary or confidential information without the expressed written consent of New World President. including without limitation, the following: • Program Libraries. whether source code or object code; - • Operating Control Language; • Test or Sample Files; • Program Listings: • Record Layouts: • All written confidential or proprietary information originating from New World including without limitation, documentation, such as user manuals and/or Ss stem manuals: and/or - • All New World Product Bulletins and/or other New World Product related materials. 2. New World software, New World documentation. or other proprietary or confidential information shall not be used for any purpose other than processing the records of the Customer identified above as permitted in the Customer's Standard Sojtivare License and Services Agreement with New World. 3. The undersigned agree(s) that this Agreement may be enforced by injunction in addition to any other appropriate remedies available to New World. If it is determined that the monev damages caused by the undersigned's failure to comply with the foregoing terms are difficult to ascertain, they are hereby estimated at liquidated damages of no less than three times the then -current License Fees for the License Software provided to Customer under the Standard Sojtuare License and Service Agreement between Customer and New World. Agreed and :accepted by Third Party (Organization) Agreed and Accepted by Third Part% (Individual) Organization: Individual: B% By: Title: Title: Date: Date: Accepted and Approved By New World Systems Corp. By: Date: I I Ingo. y—..-1y cwb-Dort CONFIDENTIAL (Rev S.L.&SA 12/98) SB-20 City of Southlake, Texas EXHIBIT E DEMONSTRATION SITE DISCOUNT New World has provided Customer a significant discount in exchange for the privilege of using Customer's site for demonstration purposes. Accordingly, after the Licensed Software has been delivered and installed, Customer agrees to act as a demonstration site for prospective New World customers. Customer also agrees to serve as a reference or remote demonstration site on the telephone for prospective New World customers. By agreeing to be a demonstration site, Customer is not necessarily endorsing the New World software and Customer will not actively participate in any type of marketing and advertising campaign for or on behalf of New World. Demonstrations will be coordinated with the appropriate Customer personnel and will be scheduled to minimize the interruption to Customer's operations. New World will provide Customer reasonable notice for preparation. (Rev S.L.&SA 12/98) CONFIDENTIAL SB-21 City of Southlake, Texas EXHIBIT F CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS/MODIFICATIONS AND/OR CUSTOM SOFTWARE A. DEFINITION OF PROJECT New World will provide the Customer requested Standard Software Enhancements and/or Custom Software as discussed below to address the Customer's requirements. Customer agrees to cooperate in not making modifications and enhancements too extensive as defined in the B-2a procedure below. CAPABILITIES INCLUDED IN FIXED COST UNDER B-4a BELOW Enhancements/Modifications to Exhibit A Software a. Utility Billing Meter Read Upload Interface B. METHODOLOGY TO PROVIDE ENHANCEMENTS AND/OR CUSTOM SOFTWARE Definition of New World Responsibilitv This project includes the following activities to be performed by New World. Review of required features with Customer. Only items identified in Paragraph A above will be provided in this implementation plan. - Preparation of Software Specifications Design Document (SSDD) to include: • menu samples • screen samples • report samples - Programming and programming test using RPG - Update user manual to include enhancements - On -site training, testing, and/or other support services using Exhibit B rates and fees. For modification requiring over 50 hours of work, New World utilizes a design document procedure (see B-2a below). For smaller modifications, New World uses a Request for Service (RFS) procedure. Both procedures are reviewed with Customer at a pre -installation planning meeting. The RFS procedure utilizes a form with a narrative description and supporting documentation if applicable to define the work to be done. CONFIDENTIAL (Rev SIASA 11J98) SB-22 City of Southlake, Texas C�J Exhibit F/CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS AND/OR CUSTOM SOFTWARE Page 2 2. Implementation Schedule Activitv Targeted Time Period a. Complete Design Review or RFS Procedure TBD with Customer Staff. Customer agrees to be reasonable and flexible in not attemptin'a to design the modifications to be more extensive than called for in the scope (cost and schedule) of this project. b. New World submits first draft of SSDD or RFS. TBD c. SSDD or RFS acceptance and sign -off by TBD Customer (no programming will be done by New World until the formal sign -off and Customer's authorization to proceed in writing). d. New World completes programming from SSDD TBD or RFS and provides modified software to Customer. e. Software Modification Acceptance Test TBD (as applicable, source code and user manual are updated and provided). (Rev S.L.&.SA 12/98) CONFIDENTIAL 5B-23 City of Southlake, Texas Exhibit F/CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS AND/OR CUSTOM SOFTWARE Page 3 3. CUSTOMER RESPONSIBILITY Customer's responsibilities are additionally defined in Section I1, paragraph 6.0 of the General Terms and Conditions of this Agreement. All Customer requested changes after design sign -off must be documented by Customer and authorized in writing including potential costs, if any. Additional changes will most likely delay the schedule and may increase the cost. 4. COST AND PAYMENT FOR MODIFICATIONS (a) The cost for the enhancements and/or custom software is to be paid as follows: - 60% on execution of Agreement $2,100 - 40% on installation of enhancements and/or custom software $1 400 - Total Exhibit F Cost S3,500 Note: Where applicable, travel costs for New World employees to complete the tasks for Exhibit F services are billed under the provisions of Exhibit B services. All travel to be mutually agreed upon by Customer and New World. (Rev S.L.&SA 12/98) CONFIDENTIAL SB-24 City of Southlake, Texas A. L EXHIBIT G DEVELOPMENT STANDARD SOFTWARE ENHANCEMENTS DEFINITION OF PROJECT New World will provide the Customer requested Development Software as discussed below to address the Customer's requirements. This project will only occur if Customer licenses the Message Switch and other Mobile products required via the Public Safety License Agreement. Customer agrees to cooperate in not making modifications and enhancements too extensive as defined in the B-2a procedure below. CAPABILITIES INCLUDED IN FIXED COST UNDER B-4a BELOW 1. Enhancements/Modifications to Exhibit A Software a. Development of mobile software module and interface to the Permits and Code Enforcement modules (via Public Safety Message Switch). METHODOLOGY TO PROVIDE DEVELOPMENT SOFTWARE ENHANCEMENTS (Rev S.L.&SA 12/98) Definition of New World Responsibility This project includes the following activities to be performed by New World. Review of required features with Customer. Only items identified in Paragraph A above will be provided in this implementation plan. Preparation of Software Specifications Design Document (SSDD) to include: • menu samples • screen samples • report samples - Programming and progranuiiing test using RPG - Update user manual to include enhancements - On -site training, testing, and/or other support services using development rates as outlined in paragraph 4. For development, New World utilizes a design document procedure (see B-2a below). This procedure is reviewed with Customer at a pre -installation planning meeting. The RFS procedure utilizes a form with a narrative description and supporting documentation if applicable to define the work to be done. CONFIDENTIAL 5B-25 City of Southlake, Texas Exhibit G/CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS AND/OR CUSTOM SOFTWARE Page 2 2. Implementation Schedule Activitv Targeted Time Period a. Complete Design Review or RFS Procedure TBD with Customer Staff. Customer agrees to be reasonable and flexible in not attempting to design the modifications to be more extensive than called for in the scope of this project. b. New World submits first draft oFSSDD or RFS. TBD c. SSDD or RFS acceptance and sign -off by TBD Customer (no programming will be done by New World until the formal sign -off and Customer's authorization to proceed in writing). d. New World completes programming from SSDD TBD or RFS and provides modified software to Customer. e. Software Modification Acceptance Test TBD (as applicable, source code and user manual are updated and provided). (Rev S.L.&SA 12/98) CONFIDENTIAL SB-26 City of Southlake, Texas Exhibit G/CUSTOMER REQUESTED STANDARD SOFTWARE ENHANCEMENTS AND/OR CUSTOM SOFTWARE Page 3 3. CUSTOMER RESPONSIBILITY Customer's responsibilities are additionally defined in Section 11, paragraph 6.0 of the General Terms and Conditions of this Agreement. All Customer requested changes after design sign -off must be documented by Customer and authorized in writing including potential costs, if any. Additional changes will most likely delay the schedule and may increase the cost. 4. COST AND PAYMENT FOR DEVELOPMENT SOFTWARE For future Development Software that is jointly agreed upon between New World and the Customer, New World will provide Customer with a preliminary estimate of the hours and costs to complete the scope of the project. Once approved by Customer in writing, a design review process will be initiated to document the design. If the documented design does not meet Customer's approval, the project will be cancelled. If approved, the project will be completed. For both the design documentation work and design review, as well as the completion work, Customer will be charged at the rate of S50.00/hour (1999 rate) and will be billed on a weekly basis for hours expended. Following 1999, the rate shall be 50% of the then current rate in effect. Note: Where applicable, travel costs for New World employees to complete the tasks for Exhibit G services are billed under the provisions of Exhibit B services. All travel to be mutually agreed upon by Customer and New World. CONFIDENTIAL (RevS.L.&SA IV98) SB-27 City of Southlake, Texas NEW WORLDS jjP, .e - 5� 888 Nest Big Beaver Road Suite 1100 Troy, 61I 48084 (248) 269-1000 o� V ems° APPENDIX 1 AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF PROGRESS SOFTWARE CORPORATION PRODUCTS AND SERVICES March 4, 1999 This agreement (Agreement) between the City of Southlake, Texas (Customer) and New World Systems Corporation, (New World) is to cover the procurement of Third Party products and services by New World for Customer. The attached configuration (Exhibit 1) describes the Third Party products and services that Customer will be obtaining through New World. By their written approval below, Customer authorizes New World to order the Exhibit 1 products for delivery to: City of Southlake Attn: City Secretary 1725 E. Southlake Blvd. Southlake, Texas 76092 Upon execution of this Agreement. 100% of the Exhibit 1 cost is due. Customer agrees to pay all applicable finance charges (if any) promptly. Customer is responsible for the site preparation and related costs to install the Exhibit 1 products. After execution of this Agreement, the Exhibit 1 components and cost may be changed by mutual agreement of both parties. If a change order in the configuration requires additional costs, New World shall notify Customer of the additional costs and with Customer's approval, these costs shall be borne by Customer. Without such approval, the change order will not be processed. Based on having done business with Progress Software Corporation previously, Customer shall or may be required to execute selected Progress Software Corporation Agreements promptly and New World shall not confirm with Progress Software Corporation the ordering of any Exhibit I products without Customer's authorized signature on the Progress Software Corporation Agreements. Customer shall receive the benefit of all warranties, services, etc. provided for in the Progress Software Corporation Agreements. APPROVED: NEW WORLD SYSTEMS' CORPORATION CITY OF SOUTHLAKE, TEXAS By: By: Signature: Tit Date: Signature: Title: Date: �.- Each individual signing above represents that (s)he has the requisite authority to execute this Agreement on behalf of the organization for which (s)he represents and that all the necessary formalities have been met. CONFIDENTIAL (AA3RD 05/95) 5B-28 City of Southlake, Texas OR AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF PROGRESS SOFTWARE CORPORATION PRODUCTS AND SERVICES March 4, 1999 EXHIBIT 1 CONFIGURATION Windows Software Environment (GUI)' (10 PC's @$300/PC) $3 000 Progress Personal Database Software Progress Maintenance (Years 1 & 2) Includes the Progress software license and the first two years of Progress Software maintenance for the number of units itemized above. Maintenance for Years 3, 4, and S will be invoiced on the anniversary date at $100/year per license. After five years, maintenance will be invoiced on an annual or multiple year basis. Progress maintenance provides the updates and fixes to their software to ensure a stable and successful environment over the long term. CONFIDENTIAL (AA3RD 05/95) SB_29 City of Southlake, Texas NEW SYSTEW �o 888 West Big Beaver Road Suite 1100 Troy. 141 48084 (248) 269-1000 c. March 4, 1999 STANDARD SOFTWARE LICENSE AND SERVICES AGREEMENT This Standard Software License and Services Agreement which includes the attached Exhibits ("this Agreement") is between New World Systems Corporation ("New World"), a Michigan Corporation and City of Southlake, Texas ("Customer"). This Agreement sets forth the terms and conditions under which New World will famish the Licensed Products and will provide certain services described herein to Customer. The attached Exhibits include: Exhibit A ......................... LICENSED STANDARD SOFTWARE AND FEES Exhibit B.......................... INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES Exhibit C ......................... STANDARD SOFTWARE MAINTENANCE AGREEMENT Exhibit D ......................... NON -DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES Exhibit E.......................... DEMONSTRATION SITE DISCOUNT Exhibit F.......................... SOFTWARE SPECIFICATIONS FROM NEW WORLD'S RESPONSE TO RFP Appendix 1 ...................... AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF PROGRESS SOFTWARE CORPORATION PRODUCTS AND SERVICES Appendix 2 ...................... AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF COMPUNETICS, INC. PRODUCTS AND SERVICES Appendix 3...................... AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF MAPINFO' PRODUCTS AND SERVICES By signing below, each of us agrees to the terms and conditions of this Agreement together with the attached Exhibits. This Agreement contains the complete and exclusive statement of the agreement between us relating to the matters referenced herein and replaces any prior oral or written representations or communications between us. Each individual signing below represents that (s)he has the requisite authority to execute this Agreement on behalf of the organization for which (s)he represents and that all the necessary formalities have been met. ACKNOWLEDGED AND AGREED TO BY: NEW WORLD SYSTEMS' CORPORATION (New World) By: Larry D. Leinweber, President Date: CITY OF SOUTHLAKE. TEXAS (Customer) By: Authorized Signature, By: Authorized Signature, Date: This Agreement is effective upon the last date as shown on this cover page. (Rev SSLASA 11/95) CONFIDENTIAL Page 1 SB-30 Title Title City of Southlake, Texas I. DEFINITIONS. The following terms as defined below are used throughout this Agreement: 1. "Licensed Standard Software": The current version of New World standard and development application software package(s) (in machine readable code and, if applicable, the related source code) listed on Exhibit A. "Development Software" is standard application software currently under development by New World which, if applicable, will be completed and delivered to Customer as Licensed Standard Software during the term of this Agreement. 2. "Upgrades": Any enhanced and/or improved versions of the Licensed Standard Software provided as Licensed Standard Software under Exhibit C of this agreement and released after the execution of this Agreement. 3. "Licensed Custom Software": Any software (programs or portions of programs) developed by New World specifically for Customer's own use. 4. "Licensed Software": The Licensed Standard Software (including any Development Software), Upgrades, and Licensed Custom Software provided under this .agreement. 5. "Licensed Documentation New World User Manuals which includes the current specifications for the Licensed Standard Software and other written instructions relating to the Licensed Software (such as Product Bulletins, installation instructions, and training materials). 6. "Authorized Copies": Except as provided in Section 11, subparagraph 1.3, the only authorized copies of the Licensed Software and Licensed Documentation are the copies of each application software package defined in this Paragraph. They are: (i) the single copy of the Licensed Software and the related Licensed Documentation delivered by New World under this Agreement; and (ii) any additional copies made by Customer as authorized in Section 11, subparagraph 1.2. 7. "Licensed Products": The Licensed Software, the related Licensed Documentation. and the Authorized Copies of the foregoing. 8. "Customer Liaison": A Customer employee assigned to act as liaison between Customer and New World for the duration of this Agreement. Within ten (10) da} s of execution of this .agreement. Customer shall notify New World of the name of the Customer Liaison. 9. "SSaf4 The New World Standard Software Maintenance Agreement as set forth in Exhibit C. 10. "Computer": " The single IBM AS/400 model 400-2131 processor, to be located at: City of Southlake .tttn: City Secretary 1775 E. Southlake Blvd Southlake. Texas 76092 Customer shall identify in writing the serial number of the Computer within ten (10) days of receipt of the Computer or within ten (10) daws of execution of this .agreement, whichever is later. If the Computer is to be relocated, Customer shall notify New World of the new location in writing prior to the relocation. 11. "Confidential Information": Information disclosed or obtained by one party in connection with, and during the term of, this Agreement and designated as "Confidential" by the party claiming confidentiality at the time of disclosure. Confidential Information does not include any information which was previously known to the other party without obligation of confidence or without breach of this Agreement, is publicl% disclosed either prior or subsequent to the other parry's receipt of such information, or is rightfully received by the other party from a third party without obligation of confidence. II. GENERAL TERMS AND CONDITIONS 1.0 SINGLE USE LICENSE 1.1 In consideration of Customer's payment of the license fees specified in Exhibit A and the applicable custom software fees, if any, New World grants Customer a nontransferable and nonexclusive license to use the Licensed Software only on the Computer and only for its internal processing needs. Once Customer has fully paid the license fees for the Licensed Software, Customer shall have the right and license to use, enhance, or modify the Licensed Software only for Customer's own use and only on the Computer. In accordance with the payment plan(s) on the attached Exhibits, New World will deliver to Customer one copy of each application of the Licensed Software (in machine readable form compatible with the specified operating environment) on storage media supplied by Customer and one copy of the related Licensed Documentation. 1.2 In order to assist Customer in the event of an emergency, Customer is permitted to make up to two (2) back up copies on magnetic media of each application of the Licensed Software and one back up copy of the related Licensed Documentation. These Authorized Copies may be stored off -site away from Customer's premises as specified in the Definitions so long as they are kept in a location secure CONFIDENTIAL Page 2 (Rev SSL&SA 11/95) SB-31 City of Southlake, Texas from unauthorized use. Customer or anyone obtaining access through Customer shall not copy, distribute, disseminate, or otherwise disclose to any third party the Licensed Products or copies thereof in whole or in part, in any form or media. This restriction on making and distributing the Licensed Products or copies of any Licensed Product, includes without limitation, copies of the following: (i) Program libraries, either source or object code; (ii) Operating control language; (iii) Test Data, sample files, or file lay outs; (iv) Program Listings; and (v) Licensed Documentation. 1.3 Upon written request by Customer, and with written permission by New World, additional Authorized Copies may be made for Customer's internal use only. 2.0 O6VNERSHIP 2.1 The Licensed Products and all copyright, trade secrets and other proprietary rights, title and interest therein, remain the sole property of New World or its licensors, and Customer shall obtain no right, title or interest in the Licensed Products by virtue of this Agreement other than the nonexclusive, nontransferable license to use the Licensed Products as restricted herein. 2.2 The license to use any Licensed Custom Software provided under this Agreement, if any, is included in this license. New World shall have the right to use any data processing ideas, techniques. concepts, and/or know-how acquired by it in the performance of services under this Agreement including the development of Licensed Custom Software for the advancement of its own technical expertise and the performance of other Software License and Service Agreements or any other applicable agree- ments. New World shall have, without restriction, the right to use all programs, procedures, information, and techniques that are publicly available, obtained or obtainable from third parties and/or developed independently by New World without specific reference to Customer's organiza- tion. 3.0 CORRECTION AND SOFTYVARE 1MINTENANCE ON STANDARD SOFT66ARE 3.1 For a warranty period of three hundred sixty five (365) days after the date the Licensed Standard Software is installed on computer and during the term of Customer's SSINNIA (see Exhibit C), New World provides software correction service and maintenance for the Licensed Standard Software. Exhibit A defines when installation occurs. See Exhibit C for a description of the services available. the applicable fees and procedures, and the SSMA start date. 4.0 6VARR,4.VTIES 4.1 New World warrants that the Licensed Standard Software will perform as specified in its user manuals based on the then -current release of the Licensed Standard Software. 4.2 New World warrants that it possesses the necessary intellectual rights to license to Customer the Licensed Software provided hereunder. The foregoing warranties do not apply if the Licensed Product(s) have been modified by any party other than New World. New World does not warrant that the features or functions of the Licensed Software will meet Customer's requirements or in any combination or use Customer selects. EXCEPT AS SPECIFICALLY PROVIDED IN THIS PARAGRAPH 4.0, NEW WORLD MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE LICENSED PRODUCTS' CONDITION, ITS MERCHANTABILITY, ITS FITNESS FOR A PARTICULAR PURPOSE, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. 5.0 INSTALLATION AND TRAINING SUPPORT SERVICES 5.1 As provided for in Exhibit B and concurrent with timely payments, New World shall make available to Customer qualified representative(s) who will provide installation and training support services for each application of the Licensed Software delivered. See Exhibit B for a description of the services provided and the applicable fees and procedures. CONFIDENTIAL Page 3 (Rev SSUSA 11/95) SB _ 3 2 City of Southlake, Texas 6.0 CUSTO.VER LIAISONAND CUSTOMER RESPONSIBILITIES The successful implementation of the Licensed Products into Customer's environment requires Customer's commitment to and cooperation in the implementation process. Accordingly, Customer hereby agrees to the following: 6.1 Customer understands that the Licensed Software is designed to run in a specified operating environment which includes hardware, software and related equipment not provided by New World. Customer is responsible for assuring that the appropriate hardware equipment, the related components and all cabling are installed timely and are suitable for the successful installation of the Licensed Software. 6.2 Customer agrees to provide the management interface and support necessary to successfully complete the implementation of the Licensed Sof ware. This support includes upper level priority setting and timely involvement during and after a change in Customer's organization, Customer's operations and/or after changes in Customer's internal policies or procedures which directly affect the software implementation. 6.3 Customer shall assign an upper level employee to serve as the Customer Liaison for the duration of the Licensed Software implementation. If Customer must replace the Customer Liaison for reasons beyond its control, Customer will assign a new Customer Liaison as soon as reasonably possible. New World is not responsible for any delay caused directly or indirectly by the reassignment of the Customer Liaison. In addition to other duties and responsibilities, the Customer Liaison shall: (i) provide timely answers to New World's requests for information, (ii) coordinate a mutual!v agreeable training schedule; (iii) ha-e authority to sign for and obligate Customer to any matters relating to service requests, design documents, performance test documents and/or delivery and service dates: (iv) in situations where Customer participation is required, provide timely input for systems definition, detail design, and use of the sofivare system. 6.4 Customer is responsible for creating and maintaining its master files, tables and the like which includes accurate data entry, accurate file editing and overall file control to assure successful systems performance. 6.5 Customer shall provide qualified personnel with sufficient back up to be trained to use the Licensed Software and to interpret the output. Applying the output information in Customer's environment is Customer's sole responsibility. 7.0 BILL1,VG AND AS1400 .MODEL UPGRADE CHARGES 7.1 The attached Exhibits set forth the manner in which fees and payments shall be allocated and made under this Agreement. Customer shall make payments in accordance with the Texas Prompt Payment Act. To the extent Customer imposes additional requirements on New World for services other than those expressly provided in this Agreement, New World retains the right to make additional price adjustments and/or any other adjustments which may be necessitated. Before performing these additional services, New World will notify Customer that the services are subject to additional charge and Customer must issue written approval authorizing such additional services. 7.2 If Customer upgrades the computer model of its AS/400 Computer, at the time of the upgrade, Customer agrees to pay the difference between the standard software charges for the present AS/400 model (see Section I, definition number 10) and the then -current standard software charges for the upgraded AS/400 model. SSMA fees shall be increased according to the upgraded AS/400 charges on the next annual billing date after the upgrade occurs. With said payments, the license provided in Section II, Paragraph 1.0 transfers to permit Customer's use of the Licensed Software on the upgraded AS/400 model. 7.3 Customer shall notify New World when AS/400 models will be upgraded and will pay the upgrade fees promptly when invoiced. 8.0 NON -RECRUITMENT OF PERSONNEL 8.1 During the term of this Agreement and for twelve (12) months thereafter, each party agrees not to (Rev SSUSA 11/95) CONFIDENTIAL Page 4 5B-33 City of Southlake, Texas solicit or hire current or former employees of the other without the other's prior written consent. 9.0 CONFIDENTIAL LVFOR.LIATIOiV/NOiV-DISCLOSURE AGREE,LIENT 9.1 Subject to the requirements of the Freedom of Information Act (FOIA) and/or other comparable applicable state law, each party shall hold all Confidential Information in trust and confidence for the party claiming confidentiality and not use such Confidential Information other than for the benefit of that party. The other party agrees not to disclose any such Confidential Information, by publication or otherwise, to any other person or organization. 9.2 Customer hereby acknowledges and agrees that all Licensed Products are Confidential Information and proprietary to New World. In addition to the other restrictions set forth elsewhere in this Agreement or otherwise agreed to in writing, Customer agrees to implement all reasonable measures to safeguard New World's proprietary rights in the Licensed Products, including without limitation the following measures: (i) Customer shall only permit access to the Licensed Products to those employees who require access and only to the extent necessary to perform Customer's internal processing needs. (ii) With respect to agents or third parties, Customer shall permit access to the Licensed Products only after New World has received, approved and returned a fully executed Non - Disclosure Agreement to Customer (see Exhibit D). New World reserves the right to reasonably refuse access to a third party after it has evaluated the request. Customer agrees to provide information reasonably requested by New World to assist New World in evaluating Customer's request to permit third party access to the Licensed Products. (iii) Customer shall cooperate with New World in the enforcement of the conditions set forth in the attached Non -Disclosure Agreement; (iv) Customer shall not permit removal of copyright or confidentiality labels or notifications from its proprietary materials; and (v) Customer shall not attempt to disassemble, decompile or reverse engineer the Licensed Soft- ware. 9.3 Customer agrees that in addition to any other remedies that may be available at law, equity or otherwise, New World shall be entitled to seek and obtain a temporary restraining order, injunctive relief, or other equitable relief against the continuance of a breach or threatened breach of this paragraph 9.0 on Confidentiality and Non -Disclosure. 10.0 LL6IITATIO:V OF LL4BILITY.4,\rD RECOP'ER.-IBLE DA,V1.4GES New World's entire liability and Customer's exclusive remedies are set forth below: 10.1 For any claim relating to the non-conformance or imperfection of any licensed software provided under this Agreement, New World will correct the defect so that it conforms to the warranties set forth in Section 11, subparagraph 4.1; or if after repeated attempts to correct the non -conformity, New World is unable to correct the non -conformity, then Customer may recover its actual damages subject to the limits set forth in subparagraph 10.2 below. For any other claim arising under or in connection with this Agreement, Customer may recover its actual damages subject to the limits set forth in subparagraph 10.2 below. 10.2 New World's liability for damages, regardless of form of action, is limited to the recovery of direct damages up to the Exhibit A Licensed Standard Software fees paid to New World. 10.3 In no event shall New World be liable for any damages relating to Customer's failure to perform its responsibilities or for loss of use, revenue or profits, or for any incidental or consequential damages, even if New World has been advised of the possibility of such damages. If it is determined that a limitation of liability or a remedy contained herein fails of its essential purpose, then the parties agree that the exclusion of incidental and/or consequential damages is still effective. 11.0 INTEGRATION WITH U.S. COPYRIGHT ACT 11.1 In addition to all other provisions provided under this Agreement, Customer agrees to be bound by and to comply with any and all provisions of the U.S. Copyright Act (The Copyright Act of 1976, U.S.C. Sections 101-810 (1976) as amended by 17 U.S. C. Sections 101-810 (1982)). If a provision of the U.S. Copyright Act and this Agreement conflict, the more restrictive of the two applies. If it cannot be determined which is the more restrictive, then the provision within this Agreement shall CONFIDENTIAL Page 5 (Rev SSL&SA l 1/95) SB-34 City of Southlake, Texas apply. 12.0 INDEPENDENT CONTRACTOR 12.1 New World is an independent contractor. The personnel of one party shall not in any way be considered agents or employees of the other. To the extent provided for by law, each party shall be responsible for the acts of its own employees. 12.2 Each party shall be responsible for Workers' Compensation coverage for its own personnel. 110 LVSUR,4NCE REQUIREXIENTS New World shall not commence work under this Agreement until it has obtained the insurance required under this paragraph. 13.1 Workers' Compensation Insurance: New World shall procure and maintain during the term of this Agreement, Workers' Compensation Insurance for all of its employees who engage in the work to be performed. 13.2 Liability and Property Insurance —Comprehensive Form: New World shall procure and maintain during the term of this Agreement, Liability and Property Damage Insurance in an amount not less than $1,000,000 on account of each accident; and in an amount not less than $1,000,000 for each accident for damage to property. 13.3 Automobile Liability Insurance: New World will procure and maintain during the term of this Agreement, Hired and Non -Ownership Motor Vehicle Bodily Injury and Property Damage Insurance in an amount not less than $300,000 for injuries, including accidental death, to each person; and, subject to the same limit for each person, in an amount not less than $500,000 for each accident; and in an amount not less than $500,000 on account for each accident for damage to property. 14.0 DISPUTE RESOLUTION PROCEDURE 14.1 Except for matters which relate to prompt payment, or which are enforceable by injunction and/or other equitable remedies, or are related to the employee, confidentiality and/or non- disclosure paragraphs (paragraph 9.0 and its subparagraphs therein), any dispute or controversy arising out of or relating to this agreement, or breach thereof, shall be settled by the following procedure. Level 1: Before entering into Level 2 or Level 3 of this Dispute Resolution Procedure (DRP), the Customer shall enter into a series of management meetings for the purpose of resolving the dispute or controversy through normal business management practices. The series of meetings, consisting of not less than three face -to face meetings, must be held between upper -level managers of both Customer and New World. Both parties agree to put forth their best efforts in these meetings. The first meeting shall be held at Customer's offices and subsequent meetings will alternate between New World's office in Texas and Customer's offices. The Level 1 period shall begin when one party gives notice to the other by certified mail that it is entering into this Level 1 procedure to resolve the dispute. Level 2: Level 2 involving mediation is optional, but both parties may agree to non- binding mediation after Level I has been completed. If utilized, Level 2 would be initiated only after the parties have completed Level 1 of the DRP without resolving the dispute or controversy and before entering into Level 3 of the DRP The mediation process is defined as follows: The parties shall select a mediator from the American Mediation Association list to aid the parties in resolving the dispute or controversy. The mediator shall not be an employee or former employee of either party. At the meetings, each party may present materials and/or arguments to the mediator. Level 3: Only after the completion of Level 1 above (and Level 2 if mutually agreed �— upon) without a satisfactory resolution of the dispute or controversy, either party may bring suit in Denton County, Texas. CONFIDENTIAL Page 6 (Rev SSIASA l 1/95) SB-35 City of Southlake, Texas 15.0 TERX17NATION 15.1 By Customer: If New World fails to provide the Licensed Software as warranted in accordance with the terms of this Agreement, Customer may at its option terminate this Agreement with sixty (60) days written notice as follows: (i) The termination notice shall provide a detailed description (with examples) of any warranty defects claimed; (ii) New World shall have sixty (60) days from receipt of said notice to correct any warranty defects in order to satisfy the terms of this Agreement; (iii) During the ninety day cure period, Customer shall apply sound management practices and use reasonable efforts to resolve any issues or obstacles —including cooperating with New World and reassigning personnel if necessary to improve the working relationship; (iv) At the end of sixty (60) days unless the termination has been revoked in writing by Customer, the Agreement terminates. 15.2 By New World: If Customer fails to make prompt payments to New World when invoiced, or if Customer fails to fulfill its responsibilities outlined in Section 11, Paragraph 6.0, then New World may at its option terminate this Agreement with written notice as follows: (i) The termination notice shall define the reason for termination; (ii) If the cited reason for termination is Customer's failure to make prompt payment, Customer shall have ten (10) days from receipt of said notice to make payment in full for all outstanding invoiced payments due; (iii) If the cited reason for termination is Customer's failure to fulfill its responsibilities, Customer shall have sixty (60) days from receipt of said notice to correct any actual deficiencies in order to satisfy the terms of this Agreement; (iv) During the applicable cure period, New World will use sound management practices and its best efforts to resolve any issues or obstacles -- including the reassignment of personnel if necessary to improve the working relationship; (v) At the end of the applicable cure period, unless the termination has been revoked in writing by New World, the Agreement terminates. 15.3 In the event of termination by either party, New World shall continue to provide its services, as previously scheduled, through the termination date and the Customer shall continue to pay all fees and charges incurred through the termination date as provided in the attached Exhibits. 15.4 In the event neither party terminates this Agreement under subparagraphs 15.1 or 15.2 above, it naturally terminates unless it is renewed at the end of the initial SSMA term as set forth in Exhibit C. except that the restricted license to use the Licensed Software on the Computer as provided hereunder is perpetual so long as all Exhibit A license fees and applicable Custom Software fees have been paid in full. 15.5 Upon termination, Customer shall return to New World all copies of each application of Licensed Software and related Licensed Documentation provided to Customer under this Agreement for which the Exhibit A license fees and applicable Custom Software fees have not been paid in full. 15.6 Nothing in this paragraph on termination is intended to infer that either party has or does not have a claim for damages. 15.7 The Terms and Conditions relating to non -disclosure, confidentiality and non -recruitment of personnel survive termination. 16.0 PATENT AND TRADEMARK INDEMNIFICATION New World agrees to indemnify and save the Customer harmless from and against any and all judgments, suits, costs, and expenses subject to the limits set forth in this Agreement resulting from any alleged infringement of any patent or copyright arising from the licensing of the Licensed Standard Software pursuant to this Agreement, provided that Customer has notified New World in writing of such allegation within thirty (30) days of the date upon which the Customer first receives notice thereof. New World's obligation to indemnify and save Customer harmless under this paragraph is void if the claim of infringement arises out of or in connection with any modification made to the Licensed Standard Software or any use of the Licensed Standard Software not specifically authorized in writing by New World. 17.0 NOTICES 17.1 Notices to Customer shall be deemed effective when sent by Registered or Certified U.S. Mail to the CONFIDENTIAL Page 7 (Rev SSL&SA 11/95) 5B-36 City of SouthlAe, Texas business address of the Customer. 17.2 Notices to New World shall be deemed effective when sent by Registered or Certified U.S. Mail to the following address (or to any other address so specified by New World): New World Systems Corporation 888 West Big Beaver, Suite 1 100 Troy, Michigan 48084 Attention: President 18.0 GENERAL 18.1 This Agreement is the entire agreement between the parties superseding all other communications, written or oral, between the parties relating to the subject matter of this Agreement. This Agreement may be amended or modified only in writing signed by both parties. 18.2 This Agreement is governed by the laws of the State of Texas and it shall be binding on the successors and assigns of the parties. 18.3 Failure to enforce any provision of this Agreement shall not be deemed a waiver of that provision or any other provision of this Agreement. 18.4 Customer affirms that it has not relied on any oral promises or assurances or other statements by the Sales and/or Marketing Representatives in selecting New World Systems Licensed Products, and has independently made its evaluation by viewing the software and/or reading the User Documentation. 18.5 New World will promptly provide a Performance Bond for the list cost of the Licensed Standard Software listed on Exhibit A at Customer's expense. The cost of the bond is estimated at S3,900 and will be billed to Customer and Customer agrees to pay promptly for the Performance Bond when invoiced. New World agrees not to proceed with any work associated with the agreement until the performance bond is provided to the customer. (W -aegis herma contract.DOC c CONFIDENTIAL Page 8 (Rev SSLASA 11/95) 5B-37 City of Southlake, Texas EXHIBIT A FOR LICENSED STANDARD SOFTWARE AND FEES A. License Fee for LICENSED STANDARD SOFTWARE and DOCUMENTATION selected by CUSTOMER: Application Package Cost Aegis' Public Safety and Hermes Mobile Computing Software 1. Aegislo Combined Law Enforcement/Fire/EMS Computer Aided Dispatch $ 48,000 - Unit Status ",lonitors and Unit Recommendations - Geo-File Verification and Location Alerts - Note Pads and Tone Alerts - - Hazardous Alerts - Interface to Records - Run Cards 2. Additional.9egis"' Software for Computer Aided Dispatch' - E-91 1 Interface S 7,000 - CAD Mapping Interface $ 11,000 - CAD Redundancy Module' S 6,000 3. Aegis' Single Jurisdiction Base Law Enforcement Records S 30,000 - Incident Tracking Module - Case Processing Module - Arrest Module - Property Module - Personnel. Education Module - Computer aided Investigations Module - UCR (Federal Reports) Module - Wants and Warrants Module - Traffic Tickets and Citations Module - Accidents Module - Business Registry Module - Impounded Vehicle Processing Module 4. Additional Aegis' Law Enforcement Records Software - AS'400 Based Field Investigations Module $ 6,000 - Case Management Module $ 6,000 - Geo File Verification Module $ 6,000 - Bookings Module $ 6,000 - Property Room Bar Coding Module $ 6,000 - Alarms Tracking and Billing Module $ 6,000 - Word/WordPerfect Processing Interface $ 6,000 - Data Mining (In Development) $ 6,000 CONFIDENTIAL 5B-38 (Rev S.L.&SA 12/98) City of Southlake, Texas OR Exhibit A/LICENSED STANDARD SOFTWARE AND FEES Page 2 5. Aegis" Fire Records Software Base Package $ 25,000 - Incident Tracking Module - Inspection Tracking Module - Arson Investigations Module - PersonneUEducation Module - Hydrant Inventory and Inspections Module - Hose Inventory and Maintenance Module - Activity Reporting and Scheduling Module - Business Registry Module - Hazardous Materials Module - Alarms Tracking and Billing Module - NFIRS Summary Module ' 6. Aegis" EMS Records Software Base Package $19,000 - Incident Tracking Module - Invasive Procedure History Module - Patient'Trauma Reporting Module - Education Tracking Module 7. Additional.Aegis"� EMS Records Software Base Package S 7,000 - EMS Billing Module 8. Aegis'' Public Safety State Interface Software3 - AS'400 TLETS/NCIC Interface $ 9,000 - On -Line CAD Interface to TLETS,TICIC $ 6,000 9. Federal and State of Texas Aegis Compliance Software - Law Enforcement Records Base Compliance Module S 6,000 - State Accident Report (hard copy) - FBI Fingerprint Card (cut form) - Texas IBR Magnetic Reporting - Fire Records Management Base Compliance Module $ 6,000 - Texas NFIRS Magnetic Reporting - EMS Records Management Base Compliance - $ 6,000 - Texas NFIRS Magnetic Reporting 10. AegO Photo Imaging Software - Muc, Shots -'Line Ups - Jackets - Bookings/Lineups - Wristband - Digital Imaging - CaptureNiew Per Workstation License Fee (5 @ $500 each) (Rev S.L.&SA 12/98) CONFIDENTIAL SB-39 $ 12,000 $ 6,000 $ 2,500 City of Southlake, Texas Exhibit A/LICENSED STANDARD SOFTWARE AND FEES Page 3 11. Hermes" Mobile Computing (MCT) Software for an AS/4005 - NICT Base Law Enforcement Field Reporting $ 9,000 12. HermesT11 Mobile Computing (MCT) Software for Laptops (15 - Units) 6,7,8 - Law Enforcement Modules IBR Field Reporting $1,000 (per unit) $ 15,000 13. Federal and State of Texas Hermes"' Laptop Compliance Software (I I - 20 Units) - Law Enforcement State IBR Field Reporting (11 - 20 units) $ 3,000 14. Other Aecis9lHermes TIf Software9 - No Charge Windows PC Environment NEW WORLD STANDARD Aegis" SOFTWARE LICENSE FEE $ 281,500 LESS DEMONSTRATION SITE DISCOUNT $ 98,525 TOTAL Aegis' SOFTWARE LICENSE FEE 10 S 182.975 Themisg Court Management Software 1. Themisg' City Court Management Software Base Package $ 32,000 - Case Manacrement and Trackin- Module - Court Scheduling Module - Bond Disbursement and Trackin; Module - Disbursement Administration Module - Revenue Accounting Module - Wants/Warrants Tracking Module - Public Information Management Module - Integrated Word Processing for AS/400 OfficeVision Module 2. Additional Themisi�' Court Management Software Base Package - Traffic Court $ 6,000 - Criminal Court $ 6,000 3. Federal and State of Themis't Compliance Software - Court Management Compliance Module $ 6,000 - Texas Court Report (hard copy) NEW WORLD STANDARD Themis` SOFTWARE LICENSE FEE $ 50,000 LESS DEMONSTRATION SITE DISCOUNT $ 17,500 TOTAL Themis SOFTWARE LICENSE FEE 10 $ 32.500 CONFIDENTIAL (Rev S.L.&SA 12n8) 5B-40 City of Southlake, Texas N Exhibit A/LICENSED STANDARD SOFTWARE AND FEES Page 4 NEW WORLD STANDARD SOFTWARE LICENSE FEE $ 331,500 LESS DEMONSTRATION SITE DISCOUNT $ 116,025 TOTAL SOFTWARE LICENSE FEE 10 $ 215,475 B. License Fee Payment Schedule for Licensed Standard Software and Documentation 1. DELIVERY PAYMENT $86.190 (40% of the each application cost — Invoiced as each Exhibit A Licensed Standard Software package is delivered to Customer) 2. INSTALLATION PAYMENT $107,738 (500,10 of each application cost — Invoiced as each Exhibit A Licensed Standard Software package is installed) 3. FINAL PAYMENT $21.547 ( i 0% of each application cost — Invoiced 90 days after delivery of each Licensed Standard Software package) TOTAL LICENSED STANDARD SOFTWARE PAYMENTS DUE $215,475 Source Code for all Standard Licensed Software may be acquired for 10% of the list cost. Definition of Installed Installed means the specific Exhibit A application is ready for operational use and a review of the software has been conducted with Customer and,'or a training session has been held. ALL PAYMENTS ARE DUE WITHIN THIRTY (30) DAYS FROM RECEIPT OF INVOICE PRICING VALID THROUGH FEBRUARY 28,1999. 1 Does not include any required third parry equipment or software. ' Does not include required second AS1400 processor. 3 Customer is responsible for obtaining the necessary State approval and any non -New World hardware and software. 4 Customer is responsible for any non -New World components required for their application. MCTIAIDT software does not include Application Source Code. 6 Budgeting estimate for laptops: $8, 000 for ruggedized includes laptop, external RF modem mounted in vehicle and mounts; $7, 000 for standard includes laptop, external RF modem mounted in vehicle and mounts. Includes licenses for 16 Units: 15 Field Units and 1 Supervisor Unit. R Customer is responsible for obtaining the laptop units, RF modems, etc. 9 Windows is a trademark of Microsoft Corporation, all rights reserved. 10 Prices assume that all software proposed is licensed. (Rev S.L.&SA 12/98) CONFIDENTIAL SB-41 City of Souddake, Tom Exhibit AILICENSED STANDARD SOFTWARE AND FEES Page 5 The City of Southlake, Texas may license the following Hermes"' modules, at the indicated prices with a 35% discount until December 31, 1999. 1. Hermes"~ Mobile Computing (MCT) Software for an AS/400 - MDT/MCT Base Law Enforcement CAD Interface S 7,000 2. HermesTN Mobile Computing (MCT) Software for an RS/6000 - MDT/MCT Base Message Switch to NC IC (1-15 devices) $ 27,000 - MDT/MCT New World CAD Interface (1-15 devices) $ 5,000 3. HermesT" Mobile Computing (MCT) Software for Laptops - Law Enforcement Modules CAD via Switch $750 (per unit) $ 750 - Law Enforcement Module State/NCIC via Switch $500 (per unit) $ 500 - Law Enforcement Module Accidents $500 (per unit) $ 500 4. Hermes"' RF Upload Software for PC Gateway Server - RF Upload Software (1-15 devices) S 11,000 I'% - PRICING VALID THROUGH FEBRUARY 28,1999. NOTE: In the event Customer elects to license the software in Items 1, 2, and 3 above, Customer shall have the option of also using these products with departments other than Public Safety. To do so will require Custom Software from New World. New World agrees to provide any custom software at an hourly rate of S50 per hour (1999 rate) or 50% of the rate in effect thereafter. Any Custom Software projects shall occur after the Licensed Software has been fully implemented for Public Safety. (Rev S.L.&SA 12/99) CONFIDENTIAL SB-42 City of Southlake, Taros OR Exhibit A/LICENSED STANDARD SOFTWARE AND FEES Page 6 Year 2000 Readiness Statement All New World Customers who are utilizing the latest releases of our Licensed Standard Software applications will be able to meet Year 2000 requirements for the application licensed. This includes both new Customers as well as those loner time New World Customers who have received Licensed Standard Software updates through our Standard Software Maintenance Agreement (SSMA). Some customers will require on -site support services from New World to assure the latest releases are applied correctly. Having the latest releases of New World's Licensed Standard Software does not cover third parry products that may also be used in conjunction with New World products. If these products are not Year 2000 Compliant, customers may still experience Year 2000 issues. New World defines Year 2000 Compliance -as the following: • Dates are stored in a Year -Month -Day Sequence (XXXX-XX-XX). This has been the format we have used for years. If a two -digit year is entered and the number is less than or equal to 50, 20XX is assumed. If the two - digit year is greater than 50, 19XX is assumed. • Functions accurately and without interruption before, during and after January 1, 2000, without any change in operations. • Processes 2000 as a leap year "Statements made to you in the course of this sale are subject to the Fear 2000 Information and Readiness Disclosure Act. " CONFIDENTIAL . (Rev S.L.&SA 12/98) SB-43 City of Southlake, Texas 11%� EXHIBIT B PROJECT MANAGEMENT INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES 1. Project Management Services New World shall act as Project Manager to assist Customer's management in implementing the Exhibit A software. This responsibility will include documenting, coordinating and managing the overall Implementation Plan with Customer's management and the Customer liaison. Project Management Services include: (a) a summary level Implementation plan; (b) a detail level Implementation plan; (c) revised Implementation plans (if required); (d) monthly project status reports; and (e) Project Status meetings .- • a project review (kickoff) meeting at Customer's location • progress status meeting(s) will occur during implementation via telephone conference or at Customer's location; and • a project close out meeting at Customer's location to conclude the project. (f) New World Consultation with other vendors or third parties. To implement the Exhibit A applications, the Aegis', Hermes` project management fee will be $17,000. 2. Training and Installation Support Hours Recommended Allocating adequate support service hours for each application of Licensed Standard Software listed on Exhibit A is not only recommended but also is critical for a successful installation of and training on each application package. Based on the Licensed Standard Software listed on Exhibit A - 652 hours of New World installation and training support services have been allocated. Avoiding or minimizing custom or modified features will aid in keeping the support costs to the amount allocated. The recommended installation and training support services include: (a) Installation of each package of Licensed Standard Software; and (b) Customer training and/or assistance in testing for each package of Licensed Standard Software; and (c) Tailoring of Licensed Standard Software by New World technical staff and/or consultation with New World technical staff. The project management, training and installation support services are performed at Customer's premises and/or at New World national headquarters in Troy, Michigan (e.g., portions of project management are performed in Troy). 3. Support Service Fees Estimate The 652 hours of training and installation support services cost has been calculated using a rate of $100.00 per hour. Additional services are also available at the rate of $100.00 per hour. Based on the services suggested above, the project management, training and installation support service cost will be S82,200. (Plus all actual and reasonable travel expenses incurred by New World divided proportionately between all New World customers visited on a single trip and actual employee travel time for Installation and Training up to but not exceeding four (4) hours per Customer visit.) CONFIDENTIAL Rev S.L.&SA 12/98 � ) SB-44 City of Southlake, Texas Exhibit BIPROJECT MANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES Page 2 4. Additional Services Available Other New World services may be required or requested for the following: (a) Additional software training; (b) Tailoring of Licensed Standard Software by New World technical staff and/or consultation with New World technical staff, (c) New World Consultation with other vendors or third parties; (d) Assistance as Customer is going "live"; (e) Modifying the Licensed Standard Software; (f) Designing and programming Custom Software; (g) Llaintaining modified Licensed Standard Software and/or Custom Software. Customer may request these additional services in writing using New World's Request For Service (RFS) procedure (or other appropriate procedure mutually agreed upon by Customer and New World). 5. Pavments for Project Management Services Aegis lHermes" Project Management Services will be billed as follows: Day 10 after Agreement Signed $ 5,100 Day 90 after Agreement Signed $ 5,100 Day 180 after Agreement Signed $ 5,100 Upon Project Completion $ 1.700 Total: $17,000 6. Pavments for Training and Installation Support Services and Travel Costs All hours for training and installation support services and all travel costs will be billed weekly for services provided in the previous calendar week. (Rev S.L.&SA 12198) CONFIDENTIAL 5B-45 City of Southlake, Texas EXHIBIT Bi PROJECT MANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES 1. Proiect Management Services New World shall act as Project Manager to assist Customer's management in implementing the Exhibit A software. This responsibility will include documenting, coordinating and managing the overall Implementation Plan with Customer's management and the Customer liaison. Project Management Services include: (a) a summary level Implementation plan; (b) a detail level Implementation plan; (c) revised Implementation plans (if required); (d) monthly project status reports; and (e) Project Status meetings ._ • a project review (kickoff) meeting at Customer's location • progress status meeting(s) will occur during implementation via telephone conference or at Customer's location; and • a project close out meeting at Customer's location to conclude the project. (f) New World Consultation with other vendors or third parties. To implement the Exhibit A applications, the Themis" project management fee will be $5,000. 2. Training and Installation Support Hours Recommended Allocating adequate support service hours for each application of Licensed Standard Software listed on Exhibit A is not only recommended but also is critical for a successful installation of and training on each application package. Based on the Licensed Standard Software listed on Exhibit A - 200 hours of New World installation and training support services have been allocated. Avoiding or minimizing custom or modified features will aid in keeping the support costs to the amount allocated. The recommended installation and training support services include: (a) Installation of each package of Licensed Standard Software; and (b) Customer training and,'or assistance in testing for each package of Licensed Standard Software: and (c) Tailoring of Licensed Standard Software by New World technical staff and/or consultation with New World technical staff. The project management, training and installation support services are performed at Customer's premises and/or at New World national headquarters in Troy, Michigan (e.g., portions of project management are performed in Troy). 3. Support Service Fees Estimate The 200 hours of training and installation support services cost has been calculated using a rate of $100.00 per hour. Additional services are also available at the rate of $100.00 per hour. Based on the services suggested above, the project management, training and installation support service cost will be $25,000. (Plus all actual and reasonable travel expenses incurred by New World divided proportionately between all New World customers visited on a single trip and actual employee travel time for Installation and Training up to but not exceeding four (4) hours per Customer visit.) CONFIDENTIAL (Rev S.L.&SA In8) SB-46 City of Southlake, Texas �— Exhibit B/PROJECT MANAGEMENT, INSTALLATION AND TRAINING SUPPORT SERVICES AND FEES Page 2 4. Additional Services Available Other New World services may be required or requested for the following: (a) Additional software training; (b) Tailoring of Licensed Standard Software by New World technical staff and/or consultation with New World technical staff, (c) New World Consultation with other vendors or third parties, (d) Assistance as Customer is going "live"; (e) Modifying the Licensed Standard Software; (f) Designing and programming Custom Software; (g) ivlaintaining modified Licensed Standard Software and/or Custom Software. Customer may request these additional services in writing using New World's Request For Service (RFS) procedure (or other appropriate procedure mutually agreed upon by Customer and New World). 5. Pavments for Project Management Services Themis° Project Management Services will be billed as follows: Day 10 after Agreement Si-ned $ 1,500 Day 90 after Agreement Signed $ 1,500 Day 180 after Agreement Signed $ 1,500 Upon Project Completion $ 500 Total: $5,000 6. Pavments for Training and Installation Support Services and Travel Costs All hours for training and installation support services and all travel costs will be billed weekly for services provided in the previous calendar week. (Rev SIASA 12/98) CONFIDENTIAL SB-47 City of Southlake, Texas EXHIBIT C STANDARD SOFTWARE MAINTENANCE AGREEMENT This Standard Software Maintenance Agreement (SSMA) between New World Systems, Corporation (New World) and Citv of Southlake. Texas (Customer) sets forth the standard software maintenance support services provided by New World. Service Period This SSMA shall remain in effect for a period of four (4) years beginning on the 366th day after the installation of the Licensed Standard Software to Customer (the start date) and ending on the same calendar date four (4) years after the start date. Upon software delivery, Licensed Standard Software installation shall not be delayed more than 30 days from computer's availability for use. Services Included The following services or features are available under this SSMA: (a) Upgrades, including new releases, to the Licensed Standard Software (prior releases of Licensed Standard Software application packages are supported no longer than nine (9) months after a new release is announced by New World); (b) Temporary fixes to Licensed Standard Software (see paragraph 6 below); (c) Revisions to Licensed Documentation; (d) Reasonable telephone support for Licensed Standard Software on 1N/londav through Friday from 8:00 a.m. to 8:00 p.m. (Eastern Time Zone). Telephone support is not intended as a substitute for user training. Frequent calls by inexperienced or less knowledgeable users may indicate additional Exhibit B services are required. All calls based on customer's not being able to use software that is in live use shall be responded to in two hours or less; (e) Invitation to and participation in user group meetings; and (f) Copies of any newsletters generally made available to Public Safety customers. Items a. b, and c above will be distributed to Customer on magnetic media or other means, as appropriate. After installation. Customer shall return any magnetic media to New World. Additional support services are available as requested by Customer using the then -current hourly rates or applicable fees. Exhibit B has a description of support services available. Maintenance for Modified Licensed Standard Software and Custom Software Customer is advised that if it requests or makes changes or modifications to the Licensed Standard Software, these changes or modifications (no matter who makes them) make the modified Licensed Standard Software more difficult to maintain. If New World agrees to provide maintenance support for Custom Software or Licensed Standard Software modified at Customer's request, or for prior releases of New World's software, then the additional New World maintenance or support services provided shall be billed at the then -current Exhibit B hourly fees plus reasonable expenses. Billing Maintenance costs will be billed annually, beginning on the 366th day after installation of the Licensed Standard Software and on the same day each year thereafter for the term of the SSMA. (Any Exhibit B support or service hours and travel costs incurred are billed weekly for the previous calendar week.) CONFIDENTIAL (Rev S.L.&SA 12/98) SB-48 City of Southlake, Tem Exhibit C/STANDARD SOFTWARE MAINTENANCE AGREEMENT Page 2 Additions of Software to Maintenance Agreement Additional Licensed Standard Software licensed from New World will be added to the SSMA as it is installed at Customer's location. Costs for the maintenance for the additional software will be billed to Customer on a pro rata basis for the remainder of the maintenance year and on a full year basis thereafter. Requests for Software Correction on Licensed Standard Software At any time during the three hundred sixty five (365) day warranty period or during the SSMA period, if Customer believes that the Licensed Standard Software does not conform to the current specifications set forth in the user manuals, Customer must notify New World in writing that there is a claimed defect and specify which feature and/or report it believes to be defective. Bffore any notice is sent to New World, it must be reviewed and approved by the Customer Liaison. Documented examples of the claimed defect must accompany each notice. New World will review the documented notice and when a feature or report does not conform to the published specifications, New World will provide software correction service at no charge. (See paragraph 4.0 of the General Terms and Conditions of this Agreement for the New World warranties provided). A non -warranty request is handled as a billable Request for Service (RFS) (see Exhibit B). The no charge software correction service does not apply to any of the following: (a) situations where the Licensed Standard Software has been changed by anyone other than New World personnel; (b) situations where Customer's use or operations error causes incorrect information or reports to be Generated; and (c) requests that go beyond the scope of the specifications set forth in the current User Manuals. 7. Maintenance Costs for Licensed Standard Software Packages Covered for IBM AS/400 New World aurees to provide software maintenance at the costs listed below for the following New World Licensed Standard Software packages installed at Customer's location: Application Package Number of Modules AegisS)Hermes'" Public Safety Software 1. Aegis' Combined Law Enforcement/Fire/EMS CAD 6 2. Additional Aegis" Software for CAD 3 3. Aegis' Single Jurisdiction Base Law Enforcement Records 12 4. Additional Aegis'' Law Enforcement Records Software 8 5. Aegis" Fire Records Software Base Package 1 1 6. Aegis" EMS Records Software Base Package 4 7. Additional Aegis" EMS Records Software 1 8. Aegis' Public Safety State Interface Software 2 9. Federal and State of Texas Aegis" Compliance 3 10. Aegis" Photo Imaging Software 3 11. HermesT~ Mobile Computing (MCT) Software for AS/400 I 12. HermesT~ Mobile Computing (MCT) Software for Laptops 1 13. Federal and State of Texas HermesT~ Laptop Compliance 1 14. Other Aegis "/ Hermes T � Software 1 1%.. TOTAL LIST COST: $281,500 (Rev S.L.&SA 12198) ANNUAL MAINTENANCE COST: $42,225 (4-Year Plan, billed annually) CONFIDENTIAL SB-49 City of Southlake, Texas N'..- Exhibit C/STANDARD SOFTWARE MAINTENANCE AGREEMENT Page 3 Application Package Themis' Court Management Software 1. ThemisR City Court Management Software 2. Additional Themis"' Court Software 3. Federal and State of Texas Themis'Compliance TOTAL LIST COST: $50,000 Number of Modules 8 2 ANNUAL MAINTENANCE COST: $7,500 (4-Year Plan, billed annually) ALL PAYMENTS ARE DUE FIFTEEN (15) DAYS FROM RECEIPT OF INVOICE. (Rev S.L.&SA 12198) CONFIDENTIAL SB-SO City of SoutWake, Texas EXHIBIT D NEW WORLD SYSTEMS' CORPORATION NON -DISCLOSURE AND SECURITY AGREEMENT FOR THIRD PARTIES This Agreement when accepted and executed by New World. grants the undersigned the permission to use and/or have limited access to certain New World Systems'Corporation (New World) proprietary and/or confidential information Installed at: Citv of Southlake Located at: 1725 East Southlake Boulevard Customer Name Southlake. Texas 76092 Authorized Signature of Customer: Name (Please Print or Type) Title Signature In exchange for the permission to use or have access to New World proprietary and/or confidential information, including without limitation. New World software and/or documentation, the organization and individual whose names appear below, agree to the following: I. No copies in any form will be made of New World proprietary or confidential information without the expressed written consent of New World President including without limitation, the following: • Program Libraries, whether source code or object code; • Operating Control Language; • Test or Sample Files; • Program Listings: • Record Layouts. • All %%ritten confidential or proprietary information originatinc frc.•:n New World including without limitation, documentation_ such as user manuals and,'or s-stem manuals: and/or • All New World Product Bulletins and/or other New NN orld Product related materials. 2. New NN orld soft«are, New World documentation. or other proprietary or confidential information shall not be used for any purpose other than processing the records of the Customer identified above as permitted in the Customer's Standard Softnvare License and Services Agreement with New World. 3. The undersigned agree(s) that this Agreement may be enforced by injunction in addition to any other appropriate remedies available to New World. If it is determined that the money damages caused by the undersigned's failure to comply with the foregoing terms are difficult to ascertain, they are hereby estimated at liquidated damages of no less than three times the then -current License Fees for the License Software provided to Customer under the Standard Software License and .Service .4greement between Customer and New World. Agreed and Accepted by Third Part} (Organization) Agreed and .accepted by Third Party (Individual) Organization: Individual: By: By: Title: Title: Date: Date: Accepted and Approved By New World Systems Corp. By: Title: Date: (Rev S.L.&SA 12/98) CONFIDENTIAL 5B-51 City of Southlake, Texas EXHIBIT E DEMONSTRATION SITE DISCOUNT New World has provided Customer a significant discount in exchange for the privilege of using Customer's site for demonstration purposes. Accordingly, after the Licensed Software has been delivered and installed, Customer agrees to act as a demonstration site for prospective New World customers. Customer also agrees to serve as a reference or remote demonstration site on the telephone for prospective New World customers. By agreeing to be a demonstration site, Customer is not necessarily endorsing the New World software and Customer will not actively participate in any type of marketing and advertising campaign for or on behalf of New World. Demonstrations will be coordinated with the appropriate Customer personnel and will be scheduled to minimize the interruption to Customer's operations. New World will provide Customer reasonable notice for preparation. (Rev S.L.&SA 12/98) CONFIDENTIAL 5B-52 City of Southlake, Tom EXHIBIT F INCORPORATION BY REFERENCE OF NEW WORLD'S RESPONSE TO CUSTOMER'S RFP SOFTWARE SPECIFICATIONS For the applications licensed on Exhibit A, the New World Detail Response to the software specifications of Customer's RFP is incorporated in this Agreement by reference. All items coded "Yes" (as qualified) in the New World detail response to Customer's RFP Questionnaire will be provided to Customer through currently existing Exhibit A software capabilities, Customer use of IBM software, custom programming provided by New World and/or future enhancements to Exhibit A software provided under Exhibit C. Items that are qualified, or coded as requiring modification, may be provided using Exhibit B support services hours at the then current hourly rates. If the terms and conditions of the New World Detail Response to the specifications of the RFP and this Agreement are in conflict, the governing terms and conditions shall be this Agreement. If Customer has not licensed the software on Exhibit A to meet a software specification, then that specification shall not apply in any acceptance test and/or to fulfill the above criteria. f_ aht year warranty exh;bits.DOCI CONFIDENTIAL (Rev S.L.&SA 12M) SB— 53 City of Southlake, Texas NEW V WORLD S[ STE6 .c 888 West Big Beaver Road Suite 1100 Tro 5° APPENDIX 1 y• N11 48084 (248) 269-1000 0 AGREEMENT AND AUTHORIZATION FOR PROCUREMENT Q�n OF PROGRESS SOFTWARE CORPORATION PRODUCTS AND SERVICES March 4, 1999 This agreement (Agreement) between the City of Southlake, Texas (Customer) and New World Systems Corporation, (New World) is to cover the procurement of Third Party products and services by New World for Customer. The attached configuration (Exhibit 1) describes the Third Party products and services that Customer will be obtaining through New World. By their written approval below, Customer authorizes New World to order the Exhibit 1 products for delivery to: City of Southlake - Attn: City Secretary 1725 E. Southlake Blvd. Southlake, Texas 76092 Upon execution of this Agreement, a down payment of 40% of the Exhibit 1 cost is due. Upon delivery and installation of the Third Party products, Customer agrees that failure to pay the outstanding balance within thirty (30) days will result in a daily finance charge equal to 1% (.01) per month of the Exhibit I cost. If applicable, the finance charge will be computed and invoiced separately based on the receipt of Customer's payment to New World for Exhibit 1 amounts due. Customer agrees to pay all applicable finance charges (if any promptly. Customer is responsible for the site preparation and related costs to install the Exhibit 1 products. Customer is responsible for the site preparation and related costs to install the Exhibit 1 products. After execution of this Agreement, the Exhibit I components and cost may be changed by mutual agreement of both parties. If a change order in the configuration requires additional costs, New World shall notify Customer of the additional costs and with Customer's approval, these costs shall be borne by Customer. Without such approval, the change order will not be processed. Based on havinz- done business with Progress Software Corporation previously, Customer shall or may be required to execute selected Progress Software Corporation Agreements promptly and New World shall not confirm with Progress Software Corporation the ordering of any Exhibit 1 products without Customer's authorized signature on the Progress Software Corporation Agreements. Customer shall receive the benefit of all warranties, services, etc. provided for in the Progress Software Corporation Agreements. APPROVED: NEW WORLD SYSTEMS CORPORATION CITY OF SOUTHLAKE, TEXAS By: Signature: By: Signature: Title: Title: Date: Date: Each individual signing above represents that (s)he has the requisite authority to execute this Agreement on behalf of the organization for which (s)he represents and that all the necessary formalities have been met. CONFIDENTIAL (AA3RD 05/95) SB-S4 City of Southlake, Texas AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF PROGRESS SOFTWARE CORPORATION PRODUCTS AND SERVICES March 4, 1999 EXHIBIT 1 CONFIGURATION Windows Software Environment (GUI)' (25 PCs at $300/PC) $7,500 Progress Personal Database Software Progress Maintenance (Years 1 & 2) Includes the Progress software license and the first two years of Progress Software maintenance for the number of units itemized above. Maintenance for Years 3, 4, and 5 will be invoiced on the anniversary date at S100/year per license. After five years, maintenance will be invoiced on an annual or multiple year basis. Progress maintenance provides the updates and fires to their software to ensure a stable and successful environment over the long term. CONFIDENTIAL (AA3RD 05/95) 5B-55 City of Southlake, Texas NEW V40RLD SYSTENV a - �o�`' 888 West Big Beaver Road Suite 1100 Troy, Sh 48084 (248) 26971000 APPENDIX 2 AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF COMPUNETICS, INC. SOFTWARE CORPORATION PRODUCTS AND SERVICES March 4, 1999 This agreement (Agreement) between the City of Southlake, Texas (Customer) and New World Systems' Corporation, (New World) is to cover the procurement of Third Party products and services by New World for Customer. The attached configuration (Exhibit 1) describes the Third Party products and services that Customer will be obtaining through New World. By their written approval below, Customer authorizes New World to order the Exhibit I products for delivery to: City of Southlake Attn: City Secretary 1725 E. Southlake Blvd. Southlake, Texas 76092 Upon execution of this Agreement, a down payment of 40% of the Exhibit t cost is due. Upon delivery and installation of the Third Party products, Customer agrees that failure to pay the outstanding balance within thirty (30) days will result in a daily finance charge equal to 1 % (.01) per month of the Exhibit 1 cost. If applicable, the finance charge will be computed and invoiced separately based on the receipt of Customer's payment to New World for Exhibit 1 amounts due. Customer agrees to pay all applicable finance charges (if any) promptly. Customer is responsible for the site preparation and related costs to install the Exhibit 1 products. Customer is responsible for the site preparation and related costs to install the Exhibit I products. After execution of this Agreement, the Exhibit 1 components and cost may be changed by mutual agreement of both parties. If a change order in the configuration requires additional costs, New World shall notify Customer of the additional costs and with Customer's approval, these costs shall be borne by Customer. Without such approval. the change order will not be processed. Based on having done business with Compunetics, Inc. previously, Customer shall or may be required to execute selected Compunetics, Inc. Agreements promptly and New World shall not confirm with Compunetics, Inc. the ordering of anv Exhibit 1 products without Customer's authorized signature on the Compunetics, Inc. Agreements. Customer shall receive the benefit of all warranties, services, etc. provided for in the Compunetics, Inc. Agreements. APPROVED: NEW WORLD SYSTEMS' CORPORATION CITY OF SOUTHLAKE, TEXAS By: Signature: Tit By: Signature: Title: Date: Date: Each individual signing above represents that (s)he has the requisite authority to execute this Agreement on behalf of the organization for which (s)he represents and that all the necessary formalities have been met. CONFIDENTIAL (AA3RD 05/95) SB-56 City of Southlake, Texas `..- AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF COMPUNETICS, INC. SOFTWARE CORPORATION PRODUCTS AND SERVICES March 4, 1999 EXHIBIT 1 CONFIGURATION Bar Coding Equipment (1) Base Laser Scanning System S 1,395 - Laser Scanner - Interface Controller - (1) Hand Held Laser Scanning System - LDT3805 256/64OKB Terminals (Hand Held Scanner) - Spare Battery - Null Modem Cable - Application Generator - Communication Cradle (SingIle or Four Slot Cradle) Cost utilizing the Single Slot Cradle: S 4,060 (1) Thermal Transfer Printer (prints the bar code) S 1,520 CONFIDENTIAL (AA3RD 05/95) 5B-57 City of Southlake, Texas NEWV40RLD S o r So 888 West Big Beaver Road Suite 1100 Trov, VfI 48084 (248) 26911000 APPENDIX 3 5� o� c°0 AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF MAPINF09 SOFTWARE CORPORATION PRODUCTS AND SERVICES March 4, 1999 This agreement (Agreement) between the City of Southlake, Texas (Customer) and New World Systems Corporation, (New World) is to cover the procurement of Third Party products and services by New World for Customer. The attached configuration (Exhibit 1) describes the Third Party products and services that Customer will be obtaining through New World. By their written approval below, Customer authorizes New World to order the Exhibit 1 products for delivery to: _ City of Southlake Attn: City Secretary 1725 E. Southlake Blvd. Southlake, Texas 76092 Upon execution of this Agreement, a down payment of 40% of the Exhibit I cost is due. Upon delivery and installation of the Third Party products, Customer agrees that failure to pay the outstanding balance within thirty (30) days will result in a daily finance charge equal to 1 % (.01) per month of the Exhibit I cost. If applicable, the finance charge will be computed and invoiced separately based on the receipt of Customer's payment to New World for Exhibit 1 amounts due. Customer agrees to pay all applicable finance charges (if any) promptly. Customer is responsible for the site preparation and related costs to install the Exhibit I products. Customer is responsible for the site preparation and related costs to install the Exhibit 1 products. After execution of this Agreement, the Exhibit I components and cost may be changed by mutual agreement of both parties. If a change order in the configuration requires additional costs, New World shall notify Customer of the additional costs and with Customer's approval, these costs shall be borne by Customer. Without such approval. the change order will not be processed. Based on having done business with Mapinfo' previously, Customer shall or may be required to execute selected Mapinfo$ Agreements promptly and New World shall not confirm with Mapinfo' the ordering of any Exhibit I products without Customer's authorized signature on the MapinfWW' Agreements. Customer shall receive the benefit ofall warranties, services, etc. provided for in the MapInfo' Agreements. APPROVED: NEW WORLD SYSTEMS' CORPORATION CITY OF SOUTHLAKE, TEXAS By: By: Signature: Signature: Title: Date: Title: Date: Each individual signing above represents that (s)he has the requisite authority to execute this Agreement on behalf of the organization for which (s)he represents and that all the necessary formalities have been met. CONFIDENTIAL (AA3RD 05/95) SB_ 58 City of Southlake, Texas AGREEMENT AND AUTHORIZATION FOR PROCUREMENT OF MAPINF04 SOFTWARE CORPORATION PRODUCTS AND SERVICES March 4, 1999 EXHIBIT 1 CONFIGURATION CAD `lapping MapInfo$ for Windows (1 PC Workstation) $ 1,295 StreetNerwork 7.0 (1 PC Workstation) S 650 Total Mapinfo $ 1,945 CONFIDENTIAL (AA3RD 05/95) SB_59 City of Southlake, Texas City of Southlake, Texas STAFF REPORT March 19, 1999 CASE NO: ZA 98-118 PROJECT: Rezoning and Development Plan - Chesapeake Place STAFF CONTACT: Dennis Killough, Senior Planner, 481-5581, ext. 787 Attached is a letter from the applicant requesting that this item be tabled until the City Council meeting on April 6, 1999. L:\COMDEV\WP-FILES\MEMO\98CASES\98-118ZD.TBL bc- I 999 15: 23 8174814074 FOUR PEAKS DEVELOP PAGE 01 March 13, 1999 FOUR PEAKS DEVELOPMENT, tNC 726 Commerce Street, Suite 109 Soutblake, Texas 76092 a 17-329-6996 tau►: $17/4814074 Mr. Dennis ICillough Senior Plmrmer City of Southlake 667 N. Carroll Avg. Southlake, Teens 76092 Re: Case No. 99-118 and 98-119 VIAFAX: $17/488-9370 Pura= to conversations with yourself and Curtis Hawk, please accept this letter ;s 8 requak that the above referenced cases be tabled until the city council meeting on ApW 6. 1999. If you should have any questions relative to this request, please feel free to give me a call. Sincerely, Tom M. Matthews, Jr. L 5C-2 ° IRD MAR 181999 City of Southlake, Texas STAFF REPORT March 19, 1999 CASE NO: ZA 98-119 PROJECT: Preliminary Plat - Chesapeake Place STAFF CONTACT: Dennis Killough, Senior Planner, 481-5581, ext. 787 Attached is a letter from the applicant requesting that this item be tabled until the City Council meeting on April 6, 1999. L:\COMDEV\WP-FILES\MEMO\98CASES\98-119PP.TBL tD-I X /1999 f 15:23 8174814074 FOUR PEAKS DEVELOP PAGE 01 March 13, 1999 FOUR PEAKS DEVELOPMENT, J;NC. 726 Commerce Street, Suite 109 Southlake, Texas 76092 817-329-6996 fax: $17/4314074 Mr. Dennis Killough Senior Planner City of Southlake 667 N. Carroll Ave. Soutblake, Tom 76092 Re: Case No. 98-118 and 98-119 VIA FAX: $17/488-9370 Pursuant to conversations with yourself and Curtis Hawk, please accept this letter as 8 r=iwst that the above referenced cases be tabled until the city council meeting on April 6, 1999. Kyou should have any questions relative to this request, please feel free to give me A ca11. Sincerely, L Tom M. Matthews, Jr. 50.1 ff-0 MAR 181999 City of Southlake, Texas STAFF REPORT March 19, 1999 CASE NO: ZA 98-149 PROJECT: Ordinance No. 480-301 / Second Reading / Rezoning and Site Plan - Barton House Uncommon Care. Inc. STAFF CONTACT: Dennis Killough, Senior Planner, 481-5581, ext. 787 Karen P. Gandy, Zoning Administrator, 481-5581, ext. 743 REQUESTED ACTION: Zoning Change on property legally described as Tract 61) situated in the Thomas M. Hood Survey, Abstract No. 706, and being approximately 3.046 acres. A Site Plan for Barton House Uncommon Care, Inc., will be considered with this request. PURPOSE: Zoning/Site Plan approval required for development. LOCATION: On the west side of North White Chapel Boulevard approximately 240' south of Countryside Court. OWNER/APPLICANT: Uncommon Care, Inc., dba Barton House CURRENT ZONING: "AG" Agricultural District REQUESTED ZONING: "S-P-1" Detailed Site Plan District with "0-1" Office District uses including a personal care facility for Alzheimer's patients. LAND USE CATEGORY: Office Commercial NO. NOTICES SENT: Ten (10) RESPONSES: One (1) response was received within the 200' notification area: • Jack R. Jones, 1250 N. White Chapel, Southlake, TX, undecided, "Have no problem with this application for zoning changes if Barton House is constructed on the property. Any other business, etc., would change our opinion if we were not aware of final decision for property development." (Received December 9, 1998). P&Z ACTION: December 17, 1998; Approved (7-0) to table and to continue the Public Hearing to the January 7, 1999, Planning and Zoning Commission meeting. City of Southlake, Texas January 7, 1999; Due to Case Resolution No. 97-22, this case was not heard and was continued to January 14, 1999. January 14, 1999; Approved (5-0) at the applicant's request to table to the February 4, 1999, Planning and Zoning Commission meeting. February 4, 1999; Approved (6-0) subject to Site Plan Review Summary No. 2, dated January 29, 1999, accepting Item #1 (minimum unit floor areas) and not accepting Item #2 (maximum number of housing units per acre), but allowing eighteen (18) living units and one (1) student apartment in Phase 1 and sixteen (16) living units and one (1) conference room in Phase 2 and also requiring steel posts on the perimeter fencing. COUNCIL ACTION: February 16, 1999; Approved (7-0) the applicant's request to table to the March 2, 1999, City Council meeting. March 2, 1999; Approved (7-0) First Reading subject to Site Plan Review Summary No. 3, dated February 26, 1999, allowing a 20-bed facility plus one student apartment for Phase 1 and a 16-bed facility with conference room for Phase 2; deleting Item # 1 to allow a reduction in the square footage of the housing units to a range between 185 s.f. and 215 s.f.; deleting Item #2 to allow the horizontal and vertical articulation as shown; suggesting that the entrance drive be adjusted to save trees along the edge of the proposed new R.O.W. and deleting Item #5 at the request of staff (applicant has provided the required 28 parking spaces as shown). STAFF COMMENTS: The applicant has met all requirements in Site Plan Review Summary No. 1, dated December 11, 1998; Site Plan Review Summary No. 2, dated January 29, 1999; and Site Plan Review Summary No. 3, dated February 26, 1999, with the exception of those listed in Site Plan Review Summary No. 4, dated March 19, 1999. L:\COMDEV\WP-FILES\MEMO\98CASES\98-149ZS.WPD 9A•Z F� I MIN I � t mill,•. • �' e,, 12 Ir77 F ' ■ems r, 1 m vll- Fj x I� VI LL.A r 5' 8.708 0 TR' 6i 5.72 O � 1 .0 / Al j IWHITE CHAPEL LLC ERc, 30 ®._ � � � y I 1, nn_3n R 304 s �- TRACT 1A � W. LEE I j4I V t SUBJECT C T A L. BACCUS �26 TR �Q 1 AC t� 2.832 O to a Iw U !V_ 11^S" IU sw I ►—. 1 8C 1 "S F-1 A" x W. I 21 RUCKER� Iz E. MURPHY t AG" _ - i Y \ L t J. LYBRAND TR 8C3 I I � � I J. JONES TR 3E18 5 �ZO��J 3.14 AC t TR I 8C2A , 6 � I 1.0 IAC '0 I 7.0 I I TR lE1 TR 1 TR 884 I .73 AC 3.18 AC 1.47 AC $ I ADJACENT OWNERS J AND ZONIN' ..1 TR 885 s ( _ .tr A0 rOD UN CON CARE I. March 12, 1999 City of Southlake City Council 667 North Carroll Ave. Southlake, TX 76092 Re: SP1 -01 -Personal Care Facility (Barton House) Case # ZA 98-149 City Council Member. In response to city council's suggestions and to staff review comments we respectfully submit our fourth set of plan revisions. We have addressed all of the noted comments on our site, architectural, and landscape plans. Actions taken by council at the meeting on March 2, 1999, has prompted us to make some plan corrections that will result in asking for two additional variances. We have previously asked for a variance addressing comment 1 on the staff review comments. We are still asking for the room size variance as noted below. Council approved our current room sizes on the first reading. However, it is suggested by staff that we are still to note this variance request. On this comment, we respectfully request approval of the variance before council outlined below. Comment 1 refers to square footage requirements for personal care facilities. We agree that standard square footage requirements for most personal care facilities should be 350 s.f., or more, for single room units. However, our facility is specifically designed for residents stricken with Alzheimer's and other dementia -related diseases. Research shows that people with Alzheimer's need constant interaction with others. It is our concept to provide large common spaces such as living, dining, and activity rooms as well as patios and outdoor spaces that create a familial environment that aids in this interaction. Providing residents with a larger bedroom often provides a haven for hibernation and isolation from others. The provided square footage for a resident bedroom is more than enough when considering the added use of common spaces. For the above stated reasons, we muld like to ask for a variance pertaining to the required square footage of 350 s. f. for one -bedroom units. With a unanimous vote by council, we are now requesting the student apartment on the first phase twenty - bed facility. This is a feature that we have opted to put on all of our first phase buildings. We feel that it is an asset to the community and that it helps a student with some of the burdens of continuing education. Our current submittal proposes a twenty -bed facility with one apartment and a sixteen -bed facility in which we will have a proposed density of 12.15 units per ac. This proposed density is .15 units over the density allowed per acre for SP1-01 zoning designations. For the above stated reasons, m would like to ask for a variance pertaining to the required density of 12 units per ac. This submittal also addresses the issue of a driveway variance request. Council noted that the plans they reviewed had an entrance drive that was going to cause the inevitable demolition of two eight -inch trees. it was a suggestion from council that we move the drive back to a previously submitted location in which we avoid the destruction of those trees. This current plan made that adjustment, but this action will result in a 13ot S. Capital of T.xds HWy. Bldg. C Austen. TCxds 78746 9A-5 REC'D MAR l 21999 512 314 4500 fax 512 314 4559 • Page 2 March 12, 1999 variance request Current zoning requires that entrance drives have a 250 foot spacing from center to center. The drive to south will have 220 foot spacing from the enter of their driveway to the center of our proposed driveway. This result is a variance request of 30 feet One of the reasons we proposed our facility on this site was because of the wooded nature of the lot. If we could keep the driveway as submitted we feel it will enhance the setting of this project and save those trees. For the above stated reasons, we would like to ask for a variance pertaining to the required 250 spacing of drive entrances. I look forward to your comments pertaining to these issues. If you have questions, comments, or if I can be of assistance, please contact me by telephone at 972-985-3219. Sincerely, f rt Mont to< Project Manager CC. Bob Bouchard 2R NJ City of Southlake, Texas SITE PLAN REVIEW SUMMA r� Case No.: ZA 98-149 Review No: Four Date of Review: 3/19/99 APPLICANT: Jack%on-AS20C A-- •- V a r �•� CITY STAFF HAS REVIEWED THE ABOVE REFERENCED PROJECT RECEIVED BY THE CITY ON 3/12/99 AND WE OFFER THE FOLLOWING STIPULATIONS. THESE STIPULATIONS ARE HEREBY MADE CONDITIONS OF SITE PLAN APPROVAL UNLESS SPECIFICALLY AMENDED BY THE CITY COUNCIL. IF YOU HAVE ANY QUESTIONS OR NEED FURTHER CLARIFICATION, PLEASE CONTACT LISA SUDBURY AT (817) 481-5581, EXT. 862. General Development Standards Applies Comments Corridor Overlay Regulations N NA Residential Adjacency Y Complies Building Articulation Y Complies Masonry Standards Y Complies Impervious Coverage Y Complies Bufferyards Y Complies Interior Landscape Y Complies Driveways Y See Comment No. 3 1. Each housing unit should meet the minimum floor areas based on unit types as required by the Zoning Ordinance, Section 45.917 as follows: 350 s.f, for efficiency unit, 450 s.f. for one - bedroom unit, or 550 s.f, for two -bedroom unit. This plan proposes a minimum area of 185 s.f. & maximum area of 215 s.f. for the bedrooms in both buildings. (P&Z Action 214199: Accept housing unit sizes as shown) (CC Action, I st Reading, 312199: Allow a reduction in the square footage of the housing units to a range between 185 s.f and 215 s.f) 2. The maximum number of housing units allowed is 12 units per acres. This plan proposes 12.16 units per acre, (37 total units; Phase 1 - 20 units plus 1 apartment, Phase 2 - 16 units). (CC Action, I st Reading, 312199: Allowing a 20-bed facility plus one student apartment for Phase 1 and a 16-bed facility with conference room for Phase 2.) City of Southiake, Texas 3. The following changes are needed regarding the driveways: a. Provide the minimum 200' spacing from the proposed driveway to Ravenaux Drive intersection. The proposed driveway is 153' from Ravenaux, a deficiency of 7. b. Provide the minimum 250' spacing from centerline to centerline of the proposed driveway to the driveway south of this property. The proposed driveway is 220' from the nearest southern drive, a deficiency of 30'. C. Correctly dimension the stacking depth of the proposed driveway in compliance with the Driveway Ordinance, No. 634, Appendix 4. At 29' it meets the 28' minimum requirement. P&ZAction: February 4, 1999, Approved (6-0) subject to Site Plan Review Summary no. 2, dated January 29, 1999, as noted -above and with the following modifications: • allowing eighteen (18) living units and one (1) student apartment in Phase 1 and sixteen (16) living units and one (1) conference room in Phase 2 and also requiring steel posts on the perimeter fencing. CC Action: 1st Reading, March 2, 1999; Approved (7-0) subject to Site plan review Summary No. 3, dates February 26, 1999, as noted above and with the following modifications: • suggesting that the entrance drive be adjusted to save trees along the edge of the proposed new right-of-way. * No review of proposed signs is intended with this site plan. A separate building permit is required prior to construction of any signs. * The applicant should be aware that prior to issuance of a building permit a Plat must be processed and .filed in the County Plat Records, a fully corrected site plan, landscape plan, irrigation plan, and building plans, must be submitted for approval and all required fees must be paid. This may include but not be limited to the following fees: Park Fee, Roadway Impact Fee, Water & Sewer Impact and Tap Fees, and related Permit Fees. * A Developer's Agreement is required prior to any construction, if public infrastructure is proposed. * Denotes Informational Comment cc: Robert Montgomery Jackson Associates L.\COMDEV\WP-FUM\REV\98U8149SP4.WPD ik? Case: 98-149 TREE PRESERVATION ANALYSIS (Non -Residential Development) Date of Review: 3 - 18 - 98 Number of Pages: 2 Project Name: Barton House ezoning and Site Plan) 1 0 -: . Uncommon Care, Inc. 3808 Big Horn Trail Plano, TX 75075 Phone: Fax: ENGINEERS/SURVEYORS: LandCon Inc. 2501 Parkview Dr., Suite 610 Fort Worth, TX 76185 Phone: (817) 335-5065 Fax: (817) 335-5067 THIS ANALYSIS IS PREPARED AT THE TIME OF REVIEW OF THE ABOVE REFERENCED PROJECT AND IS TO PROVIDE AN ANALYSIS OF THE PLAN OR SURVEY AND THE IMPACT OF CONSTRUCTION ON ANY PROTECTED TREES ON THE SITE. FOR ANY QUESTIONS OR CLARIFICATION CONTACT KEITH MARTIN, LANDSCAPE ADMINISTRATOR AT (817)481-5581 EXT. 848. TREE PRESERVATION COMMENTS: 1. The applicant has made an excellent attempt to incorporate the existing trees on the site into the design of the development. As far as I can tell no protected trees will be removed for the construction of the of the entire development. All of the utility lines are proposed to be installed outside of the drip line of existing trees and in the access drive areas. 2. The Grading Plan reflects that some grading to establish draining and construction grades will occur within the critical root zone area of some of the existing trees that are shown to be preserved. If the trees are going to be preserved properly no grade changes shall occur at least within the area of the critical root zone of the trees. The grading is also prohibited by section 6.2e of the Tree Preservation Ordinance 585-A. No grade changes shall be allowed within the limits of the critical root zone of any protected tree unless adequate construction methods are approved by the Landscape Administrator or if grading is as directed by the city's Drainage Inspector. 3. Although the installation of most utilities have been routed through areas that will not effect the existing trees, the aerobic septic system is shown to be installed within the area where existing trees are to be preserved. Please confirm that the installation of the system will be installed to least effect the critical root zone of the existing trees. * All area within the driveway, public sidewalks, patios, septic tank and lateral lines, parking area, pool and deck area and area within six feet (6') of the building foundation as shown on an approved plot plan shall be exempt from the tree protection and replacement requirements of the Tree Preservation Ordinance 585-A. A tree removal permit must be obtained prior to the removal of any other protected tree on the property. BUELDING INSPECTIONS fp MAR 171999 L-.hvWdm-98198-149r2 �a-q A 14 TRF.F, PRESERVATION ANALYSTS Case: 98-149 Page 2 * All protected trees within 20' of any construction occurring shall be fenced of at the outer limits of the dripline of the trees. No vehicle traffic and no grade changes shall occur within area of the critical root zone of any protected tree. No construction equipment or debris shall be deposited within the area of the critical root zone of any protected tree. * All requirements and regulations of the Tree Preservation Ordinance 585-A, apply to the entirety of this lot. Please be aware of the.penalties of not applying the tree preservation methods required by the Tree Preservation Ordinance 585-A. 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A 111)II!! !!!_ 3 ili i i I It i ii ijjii I i i I I i Ili i i!! �� C i i i i�� S{� f N�` ji R ��• i � f :aee :get tRit It1 Et I Itlk a tgi It I "3"� ! !• •!�3.3`! !•i t-! !•t•iwiwi. wEwi wiwi.t_t.twi w• t �� ► R��I � i ��R1 ti!�� ;I�t�I�i iiR��;�il�t ��E•t��[ IA-11 CITY OF SOUTHLAKE, TEXAS ORDINANCE NO. 480-301 AN ORDINANCE AMENDING ORDINANCE NO. 480, AS AMENDED, THE COMPREHENSIVE ZONING ORDINANCE OF THE CITY OF SOUTHLAKE, TEXAS; GRANTING A ZONING CHANGE ON A CERTAIN TRACT OR TRACTS OF LAND WITHIN THE CITY OF SOUTHLAKE, TEXAS BEING LEGALLY DESCRIBED AS TRACT 6D SITUATED IN THE THOMAS M. HOOD SURVEY, ABSTRACT NO. 706, AND BEING APPROXIMATELY 3.043 ACRES, AND MORE FULLY AND COMPLETELY DESCRIBED IN EXHIBIT "A" FROM "AG" AGRICULTURAL DISTRICT TO "S-P-1" DETAILED SITE PLAN DISTRICT WITH "0-1" OFFICE DISTRICT USES INCLUDING A PERSONAL CARE FACILITY FOR ALZHEIMER'S PATIENTS AS DEPICTED ON THE APPROVED SITE PLAN ATTACHED HERETO AND INCORPORATED HEREIN AS EXHIBIT "B", SUBJECT TO THE SPECIFIC REQUIREMENTS CONTAINED IN THIS ORDINANCE; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; DETERMINING THAT THE PUBLIC INTEREST, MORALS AND GENERAL WELFARE DEMAND THE ZONING CHANGES AND AMENDMENTS HEREIN MADE; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY FOR VIOLATIONS HEREOF; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR PUBLICATION IN THE OFFICIAL NEWSPAPER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Southlake, Texas is a home rule City acting under its Charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Texas Local Government Code; and, WHEREAS, pursuant to Chapter 211 of the Local Government Code, the City has the authority to adopt a comprehensive zoning ordinance and map regulating the location and use of (w buildings, other structures and land for business, industrial, residential and other purposes, and :: L'1C�1'YDOCS�ORD\CASESW&0.30t.WPD � �1�� '- Page 1 ,; to amend said ordinance and map for the purpose of promoting the public health, safety, morals and general welfare, all in accordance with a comprehensive plan; and WHEREAS, the hereinafter described property is currently zoned as "AG" Agricultural District under the City's Comprehensive Zoning Ordinance; and WHEREAS, a change in the zoning classification of said property was requested by a person or corporation having a proprietary interest in said property; and WHEREAS, the City Council of the City of Southlake, Texas, at a public hearing called by the City Council did consider the following factors in making a determination as to whether these changes should be granted or denied: safety of the motoring public and the pedestrians using the facilities in the area immediately surrounding the sites; safety from fire hazards and damages; noise producing elements and glare of the vehicular and stationary lights and effect of such lights location lighting and es of signs and relation of on established character of the neighborhood;g g typ g signs to traffic control and adjacent property; street size and adequacy of width for traffic reasonably expected to be generated by the proposed use around the site and in the immediate neighborhood; adequacy of parking as determined by requirements of this ordinance for off-street parking facilities; location of ingress and egress points for parking and off-street loading spaces, and protection of public health by surfacing on all parking areas to control dust; effect on the promotion of health ad the general welfare; effect on light and air; effect on the over -crowding of the land; effect on the concentration of population, and effect on transportation, water, sewerage, schools, parks and other public facilities; and, WHEREAS, the City Council of the City of Southlake, Texas, further considered among other things the character of the districts and their peculiar suitability for particular uses and the L %CITYDOCSIORMCASES%480301.WPD 9A'20 Page 2 A view to conserve the value of the buildings, and encourage the most appropriate use of the land throughout this City; and, WHEREAS, the City Council of the City of Southlake, Texas, does find that there is a public necessity for the zoning changes, that the public demands them, that the public interest clearly requires the amendments, and that the zoning changes do not unreasonably invade the rights of those who bought or improved property with reference to the classification which existed at the time their original investment was made; and, WHEREAS, the City Council of the City of Southlake, Texas, does find that the changes in zoning lessen the congestion in the streets, helps secure safety from fire, panic, and other dangers, promotes the health and the general welfare, provides adequate light and air, prevents the over -crowding of land, avoids undue concentration of population, and facilitates the adequate provision of transportation, water, sewerage, schools, parks and other public requirements; and, WHEREAS, the City Council of the City of Southlake, Texas, has determined that there is a necessity and need for the changes in zoning and has also found and determined that there has been a change in the conditions of the property surrounding and in close proximity to the tract or tracts of land requested for a change since the tract or tracts of land were originally classified and therefore feels that the respective changes in zoning classification for the tract or tracts of land are needed, are called for, and are in the best interest of the public at large, the citizens of the city of Southlake, Texas, and helps promote the general health, safety and welfare of the community. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: LACITYD0M0RD\CASFS480.301. WPD Page 3 IRIJ (W SECTION 1. That Ordinance No. 480, the Comprehensive Zoning Ordinance of the City of Southlake, Texas, passed on the 19th day of September, 1989, as originally adopted and amended, is hereby amended so that the permitted uses in the hereinafter described areas be altered, changed and amended as shown and described below: Being Tract 6D situated in the Thomas M. Hood Survey, Abstract No. 706, and being approximately 3.043 acres, and more fully and completely described in Exhibit "A" from "AG" Agricultural District to "S-P-1" Detailed Site Plan District with "0-1" Office District uses including a personal care facility for Alzheimer's patients as depicted on the approved Site Plan attached hereto and incorporated herein as Exhibit "B", and subject to the specific conditions established in the motion of the City Council and attached hereto and incorporated herein as Exhibit "C." SECTION 2. That the City Manager is hereby directed to correct the Official Zoning map of the City of Southlake, Texas, to reflect the herein changes in zoning. SECTION 3. That in all other respects the use of the tract or tracts of land herein above described shall be subject to all the applicable regulations contained in said Zoning Ordinance and all other applicable and pertinent ordinances for the City of Southlake, Texas. All existing sections, subsections, paragraphs, sentences, words, phrases and definitions of said Zoning Ordinance are not amended hereby, but remain intact and are hereby ratified, verified, and affirmed. SECTION 4. That the zoning regulations and districts as herein established have been made in accordance with the comprehensive plan for the purpose of promoting the health, safety, morals and the general welfare of the community. They have been designed, with respect to both present L%CrrYD0CSX0RD% 1.WPD I p.12 Page 4 (AW conditions and the conditions reasonably anticipated to exist in the foreseeable future; to lessen congestion in the streets; to provide adequate light and air; to prevent over -crowding of land; to avoid undue concentration of population; and to facilitate the adequate provision of transportation, water, sewerage, drainage and surface water, parks and other commercial needs and development of the community. They have been made after a full and complete hearing with reasonable consideration among other things of the character of the district and its peculiar suitability for the particular uses and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the community. SECTION 5. That this ordinance shall be cumulative of all other ordinances of the City of Southlake, Texas, affecting zoning and shall not repeal any of the provisions of said ordinances except in (6w, those instances where provisions of those ordinances are in direct conflict with the provisions of this ordinance. SECTION 6. That the terms and provisions of this ordinance shall be deemed to be severable and that if the validity of the zoning affecting any portion of the tract or tracts of land described herein shall be declared to be invalid, the same shall not affect the validity of the zoning of the balance of said tract or tracts of land described herein. SECTION 7. Any person, firm or corporation who violates, disobeys, omits, neglects or refuses to comply with or who resists the enforcement of any of the provisions of this ordinance shall be (W fined not more than Two Thousand Dollars ($2,000.00) for each offense. Each day that a L,CrrYDOCS,aRD;C,S 301.,E IR Z3 Page 5 violation is permitted to exist shall constitute a separate offense. SECTION 8. All rights and remedies of the City of Southlake are expressly saved as to any and all violations of the provisions of Ordinance No. 480, as amended, or any other ordinances affecting zoning which have accrued at the time of the effective date of this ordinance; and, as to such accrued violations and all pending litigation, both civil and criminal, whether pending in court or not, under such ordinances, same shall not be affected by this ordinance but may be prosecuted until final disposition by the courts. SECTION 9. The City Secretary of the City of Southlake is hereby directed to publish the proposed ordinance or its caption and penalty together with a notice setting out the time and place for a public hearing thereon at least ten (10) days before the second reading of this ordinance, and if this ordinance provides for the imposition of any penalty, fine or forfeiture for any violation of any of its provisions, then the City Secretary shall additionally publish this ordinance in the official City newspaper one time within ten (10) days after passage of this ordinance, as required by Section 3.13 of the Charter of the City of Southlake. SECTION 10. This ordinance shall be in full force and effect from and after its passage and publication as required by law, and it is so ordained. LACMDOMORDTASM480.301. WPD Page 6 9124 PASSED AND APPROVED on the 1st reading the day of , 1999. MAYOR ATTEST: CITY SECRETARY PASSED AND APPROVED on the 2nd reading the day of APPROVED AS TO FORM AND LEGALITY: CITY ATTORNEY DATE: ADOPTED: EFFECTIVE: L:\CITYD0CSI0RD\CASFS1 W30l.WPD Page 7 MAYOR ATTEST: CITY SECRETARY �A•15 . 1999. 1��.11:3111�1/.lY MEREAS, the undersigned, being the owner of a 3.043 acre tract sltuoted in the T. M. Hood Survey. Abstract Number 706, Southioks, Tarrant County, Texas, said 3.043 acre tract being more particularly described by metes and bounds as follows: BEGINNING at a 5/8' iron pin found, said 5/8' iron pin found being the southwesterly corner of Lot 1. Block 8 Ravenoux Village according to the plat recorded in Volume 3887213. Page 31. Plot Records. Tarrant County, Texas; THENCE N 90'00'00' E along the southern line of said Lot 1, Block B Ravenoux Village, passing at 378.46' the southeasterly comer of sold Lot 1. Block 8 Roveneux Village, in all a distance of 420.00 feet to a 1/2' iron pin set, said 1 /2' iron pin set being on the eastern line of said T. M. Hood Survey, said 1/2' iron pin set also being In North Whites Chapel Road; THENCE S 00*01*41" W along the eastern line of said Thomas M. Hood Surve and within sold North Whites Chapel Road a distance of 315.51 feet to a 1 72" iron pin set; THENCE S 89'S8'59" W, passing at 25.03' a 3/4" iron pin found for the northeasterly corner of a tract of land conveyed to William W. Rucker and Zeno Rucker, Trustees of the William W. Rucker and Zeno Rucker Family Trust according to the deed recorded in Volume 12591, Page 2283. Deed Records, Tarrant County, Texas, along the northern line of said Rucker Family Trust tract, passing at 184.35' a 3/4" iron pipe found being the northwesterly comer of sold Rucker Family Trust tract, said 3/4' iron pipe found also being the northeasterly corner of o tract of land conveyed to Marguerite E. Woolley according to the deed recorded in Volume 12172. Pogo 1957. Deed Records. Tarrant County, Texas. and continuing along the northern line of said Woolley tract. in all a distance of 420.00 feet to a 1 1/2" pipe found, said 1 1/2' pipe found being the southeasterly corner of Lot 2, Block B Rovenoux Village according to the plot recorded in Volume 388-213, Page 31, Plat Records, Tarrant County. Texas; THENCE N 00'01'41' E along the easterly line of said Lot 2. Block 8 Rovenaux Village a distance of 315.64 feet to the Point of BEGINNING and containing 3.043 acres of land. more or less. L:\CrrYDOCS\ORD\CASESN480-301.\VPD Page 8 EXHIBIT "B" lTt. Y�rW M q�MY1 ! ( ( I @@ rj wit ZZ 4�� !}�j!l�f�•;f } � j!lfl�',f � !lf �'tf � 9��a � f= �� ..i� !t ' a o, �,; _ (.re .,mad '.os ISIX3) I ! 3 _ U 'QAIS 13dYHO 311KM H180N M Y lf.l000 S t; Ilk dow lop 4 4 11 lass 41 i; gg o ) O y s 0 I I G 8 I I g I I I I I I I I I I I 1 erg �I I I I I I 1 z:*h ow E— a Y - - ----------- ------------ --------------------------- ------- -------------------- [. 3ol.WPD Page 9 riko 1 I— A EXHIBIT "C" This: page teserved for .the approved City,Councu motions for this case. LACITYDOCS%ORD%CASESWW301.WPD (��iQ Page 10 ` I t City of Southlake, Texas STAFF REPORT March 19, 1999 CASE NO: ZA 99-005 PROJECT: Ordinance No. 480-306 / Second Reading / Rezoning / Proposed Lot 1, Larkin H. Chivers Addition STAFF CONTACT: Karen P. Gandy, Zoning Administrator, 481-5581, ext. 743 REQUESTED ACTION: Zoning Change on property legally described as being Tract lAl situated in the Larkin H. Chivers Survey, Abstract No. 300, and being approximately 9.996 acres. PURPOSE: To plat property into one single family residential lot. LOCATION: On the east side of North White Chapel Boulevard approximately 370' south of East Dove Road. OWNERS: Trigg and Traci Moore APPLICANT: Gene Campbell, Inc. CURRENT ZONING: "AG" Agricultural District REQUESTED ZONING: "RE" Residential Estate District LAND USE CATEGORY: Low Density Residential NO. NOTICES SENT: Eleven (11) RESPONSES: Two (2) responses were received from within the 200' notification area: • Lisa and Bobby Rawls, 165 E. Dove Street, Southlake, TX, in favor. (Received February 16, 1999.) • Phyllis Skinner, 315 E. Dove Street, Southlake, TX, in favor. (Received February 22, 1999.) P&Z ACTION: February 18, 1999; Approved (7-0). COUNCIL ACTION: March 2, 1999; Approved (7-0) First Reading on consent. STAFF COMMENTS: Please note that a change of zoning to the "RE" Residential Estate District does not require a Concept Plan Review by Staff. 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DAVIS , O 5 ADJACENT OWNERS N AND_ ZONING CITY OF SOUTHLAKE, TEXAS ORDINANCE NO. 480-306 AN ORDINANCE AMENDING ORDINANCE NO. 480, AS AMENDED, THE COMPREHENSIVE ZONING ORDINANCE OF THE CITY OF SOUTHLAKE, TEXAS; GRANTING A ZONING CHANGE ON A CERTAIN TRACT OR TRACTS OF LAND WITHIN THE CITY OF SOUTHLAKE, TEXAS BEING LEGALLY DESCRIBED AS TRACT 1A1 SITUATED IN THE LARKIN H. CHIVERS SURVEY, ABSTRACT NO.300, AND BEING APPROXIMATELY 9.996 ACRES, AND MORE FULLY AND COMPLETELY DESCRIBED IN EXHIBIT "A" FROM "AG" AGRICULTURAL DISTRICT TO "RE" SINGLE FAMILY RESIDENTIAL ESTATE DISTRICT, SUBJECT TO THE SPECIFIC REQUIREMENTS CONTAINED IN THIS ORDINANCE; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; DETERMINING THAT THE PUBLIC INTEREST, MORALS AND GENERAL WELFARE DEMAND THE ZONING CHANGES AND AMENDMENTS HEREIN MADE; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY FOR VIOLATIONS HEREOF; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR PUBLICATION IN THE OFFICIAL NEWSPAPER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Southlake, Texas is a home rule City acting under its Charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Texas Local Government Code; and, WHEREAS, pursuant to Chapter 211 of the Local Government Code, the City has the authority to adopt a comprehensive zoning ordinance and map regulating the location and use of buildings, other structures and land for business, industrial, residential and other purposes, and to amend said ordinance and map for the purpose of promoting the public health, safety, morals and general welfare, all in accordance with a comprehensive plan; and LkCnTDOCS\ORD\CASFS\480.306. W PD Poke 1 %4 A 2R WHEREAS, the hereinafter described property is currently zoned as "AG" Agricultural District under the City's Comprehensive Zoning Ordinance; and WHEREAS, a change in the zoning classification of said property was requested by a person or corporation having a proprietary interest in said property; and WHEREAS, the City Council of the City of Southlake, Texas, at a public hearing called by the City Council did consider the following factors in making a determination as to whether these changes should be granted or denied: safety of the motoring public and the pedestrians using the facilities in the area immediately surrounding the sites; safety from fire hazards and damages; noise producing elements and glare of the vehicular and stationary lights and effect of such lights on established character of the neighborhood; Iocation, lighting and types of signs and relation of signs to traffic control and adjacent property; street size and adequacy of width for traffic reasonably expected to be generated by the proposed use around the site and in the immediate neighborhood; adequacy of parking as determined by requirements of this ordinance for off-street parking facilities; location of ingress and egress points for parking and off-street loading spaces, and protection of public health by surfacing on all parking areas to control dust; effect on the promotion of health ad the general welfare; effect on light and air; effect on the over -crowding of the land; effect on the concentration of population, and effect on transportation, water, sewerage, schools, parks and other public facilities; and, WHEREAS, the City Council of the City of Southlake, Texas, further considered among other things the character of the districts and their peculiar suitability for particular uses and the view to conserve the value of the buildings, and encourage the most appropriate use of the land throughout this City; and, L:\CrrYDOCS\ORD\CASES\430-306.VIPD Page 2 18.5 (41., WHEREAS, the City Council of the City of Southlake, Texas, does find that there is a public necessity for the zoning changes, that the public demands them, that the public interest clearly requires the amendments, and that the zoning changes do not unreasonably invade the rights of those who bought or improved property with reference to the classification which existed at the time their original investment was made; and, WHEREAS, the City Council of the City of Southlake, Texas, does find that the changes in zoning lessen the congestion in the streets, helps secure safety from fire, panic, and other dangers, promotes the health and the general welfare, provides adequate light and air, prevents the over- crowding of land, avoids undue concentration of population, and facilitates the adequate provision of transportation, water, sewerage, schools, parks and other public requirements; and, (W WHEREAS, the City Council of the City of Southlake, Texas, has determined that there is a necessity and need for the changes in zoning and has also found and determined that there has be en a change in the conditions of the property surrounding and in close proximity to the tract or tracts of land requested for a change since the tract or tracts of land were originally classified and therefore feels that the respective changes in zoning classification for the tract or tracts of land are needed, are called for, and are in the best interest of the public at large, the citizens of the city of Southlake, Texas, and helps promote the general health, safety and welfare of the community. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1. That Ordinance No. 480, the Comprehensive Zoning Ordinance of the City of Southlake, Texas, passed on the 19th day of September, 1989, as originally adopted and amended, is hereby (MI L.%CITYDOCSNORD\CASESWSO.306. WPD � �• Page 3 (400,, amended so that the permitted uses in the hereinafter described areas be altered, changed and amended as shown and described below: Being Tract 1Al situated in the Larkin H. Chivers Survey, Abstract No. 300, and being approximately 9.996 acres, and more fully and completely described in Exhibit "A" from "AG" Agricultural District to "RE" Single Family Residential Estate District. SECTION 2. That the City Manager is here!�y directed to correct the Official Zoning map of the City of Southlake, Texas, to reflect the herein changes in zoning. SECTION 3. That in all other respects the use of the tract or tracts of land herein above described shall be subject to all the applicable regulations contained in said Zoning Ordinance and all other applicable and pertinent ordinances for the City of Southlake, Texas. All existing sections, subsections, paragraphs, sentences, words, phrases and definitions of said Zoning Ordinance are not amended hereby, but remain intact and are hereby ratified, verified, and affirmed. SECTION 4. That the zoning regulations and districts as herein established have been made in accordance with the comprehensive plan for the purpose of promoting the health, safety, morals and the general welfare of the community. They have been designed, with respect to both present conditions and the conditions reasonably anticipated to exist in the foreseeable future; to lessen congestion in the streets; to provide adequate light and air; to prevent over -crowding of land; to avoid undue concentration of population; and to facilitate the adequate provision of transportation, water, sewerage, drainage and surface water, parks and other commercial needs and development of the .,. community. They have been made after a full and complete hearing with reasonable consideration L-%CITYD0 CS%0RD%CASEYA0_306.WPD 1 1►1� Page 4 V „, among other things of the character of the district and its peculiar suitability for the particular uses and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the community. SECTION 5. That this ordinance shall be cumulative of all other ordinances of the City of Southlake, Texas, affecting zoning and shall not repeal any of the provisions of said ordinances except in those instances where provisions of those ordinances are in direct conflict with the provisions of this ordinance. SECTION 6. That the terms and provisions of this ordinance shall be deemed to be severable and that if the validity of the zoning affecting any portion of the tract or tracts of land described herein shall be declared to be invalid, the same shall not affect the validity of the zoning of the balance of said tract or tracts of land described herein. SECTION 7. Any person, firm or corporation who violates, disobeys, omits, neglects or refuses to comply with or who resists the enforcement of any of the provisions of this ordinance shall be fined not more than Two Thousand Dollars ($2,000.00) for each offense. Each day that a violation is permitted to exist shall constitute a separate offense. SECTION 8. All rights and remedies of the City of Southlake are expressly saved as to any and all violations of the provisions of Ordinance No. 480, as amended, or any other ordinances affecting zoning which have accrued at the time of the effective date of this ordinance; and, as to such accrued LACITYDOMORDTASM480-906.wen Page 5 A violations and all pending litigation, both civil and criminal, whether pending in court or not, under such ordinances, same shall not be affected by this ordinance but may be prosecuted until final disposition by the courts. SECTION 9. The City Secretary of the City of Southlake is hereby directed to publish the proposed ordinance or its caption and penalty together with a notice setting out the time and place for a public hearing thereon at least ten (10) days before the second reading of this ordinance, and if this ordinance provides for the imposition of any penalty, fine or forfeiture for any violation of any of its provisions, then the City Secretary shall additionally publish this ordinance in the official City newspaper one time within ten (10) days after passage of this ordinance, as required by Section 3.13 of the Charter of the City of Southlake. SECTION 10. This ordinance shall be in full force and effect from and after its passage and publication as required by law, and it is so ordained. PASSED AND APPROVED on the 1st reading the day of ,1999. LACITYD0M0RD\CASF5WW306.WPD ' I64 Page 6 1 MAYOR ATTEST: CITY SECRETARY m A ON PASSED AND APPROVED on the 2nd reading the day of 11999. APPROVED AS TO FORM AND LEGALITY: CITY ATTORNEY DATE: ADOPTED: EFFECTIVE: LAMY 306.WPD Page 7 98•10 MAYOR ATTEST: CITY SECRETARY EXHIBIT "A" SITUATED in the City of Southlake, Tarrant County, Texas, and being a buct of land In the ` LARKIN H. CHIVERS SURVEY, Abstract .No. 300, and being that same tract =-I. ` conveyed to Trigg D. and Traci D. Moore by deed recorded in Volume 13447; P- of the Tarrant County Deed Records, and said tract being more fully desc* follows: BEGINNING at the northwest corner of said Moore tract in the center of North White Chapel Boulevard (County Road No. 3016), said point being by description In the v+rekt line of said Chivers Survey, 415.28 feet South from the northwest corner of said s•„' and being also in the east line of the James J. West Survey, Abstract`No.1620: THENCE North 89 degrees, 44 minutes, SO seconds East (base bearing_ from adjacent' plat) with the north line of said Moore tract, at 25.3 feet passing a 5B" . pipe foun.4: place in the east line of said road, at 42.0 feet passing the southwest corner of Lot 141K Block 1, Amaya Addition, as shown on plat thereof recorded in Volume 388-170, .Pao 32. of the Tarrant County Plat Records, and continuing with the south line of said lot 1-6 and lots 2R-1 and 2R-2, sold Block 1, as shown on plat in Cabinet A. Slide 1320. sctl�i T!` Records, Lots 3-A and 3-B, in said Block 1, as shown on plat in Volume 388-149. P0104r 7 of said Plat Records, and Lots 4R-1 and 4R-2, In said Block 1, as shown on plat in Ca t- A, Slide 1625, of said Plat Records, in all 956.26 feet to a 1 /2" pipe found in-plocalor . northeast comer of said Moore tract and a northwest comer of that certain conveyed to Howard Brian Wayland by deed recorded in Volume 7438, Page.$4'a said Deed Records' THENCE South 0 degrees, 16 minutes West with the east line of said Moore tract and d. west line of said Wayland tract, 455.75 feet to a 1 /2" iron rod found in place for the southeast comer of said Moore tract and an "L" comer in said Wayland tract; THENCE North 89 degrees, 42 minutes, 20 seconds West with the south One of said tract, with the most southerly north line ofsaid Wayland'tract, passing the' northwest comer of -said Waylandlrgc`t and the northeast comer of *kW conveyed to Wilburn George -DcVls di s'lrco6t 3 In deed -recorded .In VnN 61 633, of said Deed Records, continuing with, the north line of sold Deavis iric% passing a 60d nail In said east line of North White Chapel Boulevard,: c all 955.98 feet. to the southwest comer of said Moore tract in said centerA rc Y description being In the west 1(r►e of saktChivers Survey, r .._ _..• .. _. -. 1. - .T'L ?-•. THENCE. North 0 degrees, 13 rr*wtoL .30 seconds East in said road the sold Moore trvc#dY,,:wft!? Y!!e IG'te of the 435.071eet 10 thb. P V 9 9960 L:\CrrYDOCS\ORD\CASES\480-306.WPD 6-1 Page 8 City of Southlake, Texas STAFF REPORT March 19, 1999 CASE NO: ZA 99-002 PROJECT: Ordinance No. 480-304 / Second Reading / Rezoning - Tract lA2/Francis Throop Survey, Abstract No.1511 STAFF CONTACT: Karen P. Gandy, Zoning Administrator, 481-5581, ext. 743 REQUESTED ACTION: Zoning Change on property legally described as being Tract IA2 situated in the Francis Throop Survey, Abstract No. 1511, and being approximately 1.97 acres. PURPOSE: To plat property into single family residential lots. LOCATION: On the northwest corner of the intersection of Lonesome Dove Avenue and East Dove Road. OWNER/APPLICANT: V. Patrick Gray Custom Homes, Inc. CURRENT ZONING: "0-1" Office District REQUESTED ZONING: "SF-30" Single Family Residential District LAND USE CATEGORY: Medium Density Residential NO. NOTICES SENT: Eleven (11) RESPONSES: Four (4) response were received from within the 200' notification area: • David W. Callahan, 2411 Taylor Street, Southlake, TX, in favor. (Received January 28, 1999.) • W.P. Hogue, 1507 E. Dove Road, Southlake, TX, opposed, "I am opposed to this zoning because Mrs. Higgins was forced to sell full acre plus street 1/2 right of way." (Received February 4, 1999.) Mr. Hogue stated that Crawford C. Hall and Elizabeth Higgins are also in opposition. We have requested confirmation from Mr. Hall and Mrs. Higgins that Mr. Hogue can serve as their agent.; however, we have not been provided a Power ofAttorney statement to that effect. Therefore, the Hall and Hogans "opposition " has not been added to those opposed to the request (which is less than 20%). If the Hall/Hogans opposition were Z City of Southlake, Texas included, the area of opposition would then equal 20% of the adjacent owners. F.C. Le Prier, 1515 Dove Road, Southlake, TX, opposed, "1. But would entertain a change from "0-1 " to "SFA" 2. All surrounding property owners have a 1 acre plus home site, 3. Mrs. Hogans was selling a 3/4 acre portion of her property to someone to build a home, the city made her sell a 1 acre portion in order for buyer to build a home, 4. We need to be fair and treat everyone on an equal basis, be consistent." (Received February 4, 1999.) Mario S. Moline, 1481 E. Dove Road, Southlake, TX, opposed, "I am strongly nnosed to this request. 1. Emerald Estates is zoned "SF-lA," 2. All surrounding property owner's have 1 acre plus home sites, 3. The area has severe drainage problems, which will not be helped with construction of 3 homes (under 1 acre sites.)" (Received February 4, 1999.) P&Z ACTION: February 4, 1999; Approved (4-1-1). COUNCIL ACTION: March 2, 1999; Approved (6-1) First Reading. STAFF COMMENTS: A Concept Plan is required with a request for "SF-30 Single Family Residential District" zoning. Due to the limited scope of development of this property the Zoning Administrator has waived the required Concept Plan. An application for a Plat Showing is being processed concurrently with this rezoning application which proposes two lots of approximately 35,000 square feet within the boundary of this request with no new streets or significant public infrastructure. L:\COMDEV\WP-FILES\MEMO\99CASES\99-002Z.WPD T'4 aL0 CIRCLE 3 s TR :A5 1.056 Az cn TH _E OAKS Or cn TR ;R I,- tENI1 FaL D CIAO. y ... . ( I Ac I I zk Q , I -------------cr ----- — Qco �Q U I I "SF-1Atl I A 73 2A1 / * D. WALSH i r+ c 3 1 . ? A C o A;, — M. MOLINA Ta .:A TR "AG" !.Ej AC .84 AC / TR 1„1 C. HALL - 1.00 i3 1A1A1A2 4.00 fCO M.KER "AG" J.TANNER 'SF-1 A" I "AIt 13 t3tA7 / _ E. HIGGINS 5r1 B. TANNER 2T AC \ U.S.A. r i TR »,15 \ AGIi 2.64 AC O F. LEVRIER / "SF-1 All. i ADJACENT OWNERS Ta 4CAND ZONING 40f, A CITY OF SOUTHLAKE, TEXAS ORDINANCE NO. 480-304 AN ORDINANCE AMENDING ORDINANCE NO. 480, AS AMENDED, THE COMPREHENSIVE ZONING ORDINANCE OF THE CITY OF SOUTHLAKE, TEXAS; GRANTING A ZONING CHANGE ON A CERTAIN TRACT OR TRACTS OF LAND WITHIN THE CITY OF SOUTHLAKE, TEXAS BEING LEGALLY DESCRIBED AS TRACT IA2 SITUATED IN THE FRANCIS THROOP SURVEY, ABSTRACT NO. 1511, AND BEING APPROXIMTELY 1.97 ACRES, AND MORE FULLY AND COMPLETELY DESCRIBED IN EXHIBIT "A" FROM "AG" AGRICULTURAL DISTRICT TO "SF-30" SINGLE FAMILY RESIDENTIAL DISTRICT, SUBJECT TO THE SPECIFIC REQUIREMENTS CONTAINED IN THIS ORDINANCE; CORRECTING THE OFFICIAL ZONING MAP; PRESERVING ALL OTHER PORTIONS OF THE ZONING ORDINANCE; DETERMINING THAT THE PUBLIC INTEREST, MORALS AND GENERAL WELFARE DEMAND THE ZONING CHANGES AND AMENDMENTS HEREIN MADE; PROVIDING THAT THIS ORDINANCE SHALL BE CUMULATIVE OF ALL ORDINANCES; PROVIDING A SEVERABILITY CLAUSE; PROVIDING FOR A PENALTY FOR VIOLATIONS HEREOF; PROVIDING A SAVINGS CLAUSE; PROVIDING FOR PUBLICATION IN THE OFFICIAL NEWSPAPER; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City of Southlake, Texas is a home rule City acting under its Charter adopted by the electorate pursuant to Article XI, Section 5 of the Texas Constitution and Chapter 9 of the Texas Local Government Code; and, WHEREAS, pursuant to Chapter 211 of the Local Government Code, the City has the authority to adopt a comprehensive zoning ordinance and map regulating the location and use of buildings, other structures and land for business, industrial, residential and other purposes, and to amend said ordinance and map for the purpose of promoting the public health, safety, morals and general welfare, all in accordance with a comprehensive plan; and L-TrrYD0=0RD\CAS FS1480.304. W PD Pate I nr•6 A WHEREAS, the hereinafter described property is currently zoned as "AG" Agricultural District under the City's Comprehensive Zoning Ordinance; and WHEREAS, a change in the zoning classification of said property was requested by a person or corporation having a proprietary interest in said property; and WHEREAS, the City Council of the City of Southlake, Texas, at a public hearing called by the City Council did consider the following factors in making a determination as to whether these changes should be granted or denied: safety of the motoring public and the pedestrians using the facilities in the area immediately surrounding the sites; safety from fire hazards and damages; noise producing elements and glare of the vehicular and stationary lights and effect of such lights on established character of the neighborhood; location, lighting and types of signs and relation of (410, signs to traffic control and adjacent property; street size and adequacy of width for traffic reasonably expected to be generated by the proposed use around the site and in the immediate neighborhood; adequacy of parking as determined by requirements of this ordinance for off-street parking facilities; location of ingress and egress points for parking and off-street loading spaces, and protection of public health by surfacing on all parking areas to control dust; effect on the promotion of health ad the general welfare; effect on light and air; effect on the over -crowding of the land; effect on the concentration of population, and effect on transportation, water, sewerage, schools, parks and other public facilities; and, WHEREAS, the City Council of the City of Southlake, Texas, further considered among other things the character of the districts and their peculiar suitability for particular uses and the view to conserve the value of the buildings, and encourage the most appropriate use of the land throughout this City; and, 304.,P0 "A Pap 2 ILO WHEREAS, the City Council of the City of Southlake, Texas, does find that there is a public necessity for the zoning changes, that the public demands them, that the public interest clearly requires the amendments, and that the zoning changes do not unreasonably invade the rights of those who bought or improved property with reference to the classification which existed at the time their original investment was made; and, WHEREAS, the City Councirof the City of Southlake, Texas, does find that the changes in zoning lessen the congestion in the streets, helps secure safety from fire, panic, and other dangers, promotes the health and the general welfare, provides adequate light and air, prevents the over -crowding of land, avoids undue concentration of population, and facilitates the adequate provision of transportation, water, sewerage, schools, parks and other public requirements; and, WHEREAS, the City Council of the City of Southlake, Texas, has determined that there is a necessity and need for the changes in zoning and has also found and determined that there has been a change in the conditions of the property surrounding and in close proximity to the tract or tracts of land requested for a change since the tract or tracts of land were originally classified and therefore feels that the respective changes in zoning classification for the tract or tracts of land are needed, are called for, and are in the best interest of the public at large, the citizens of the city of Southlake, Texas, and helps promote the general health, safety and welfare of the community. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1. That Ordinance No. 480, the Comprehensive Zoning Ordinance of the City of Southlake, Texas, passed on the 19th day of September, 1989, as originally adopted and amended, is hereby L \CrrYDOCSIORMCASE9WW304.WPD Page 3 rU.rl amended so that the permitted uses in the hereinafter described areas be altered, changed and amended as shown and described below: Being Tract 1A2 situated in the Francis Throop Survey, Abstract No. 1511, and being approximately 1.97 acres, and more fully and completely described in Exhibit "A" from "AG" Agricultural District to "SF-30" Single Family Residential District. SECTION 2. That the City Manager is hereby directed to correct the Official Zoning map of the City of Southlake, Texas, to reflect the herein changes in zoning. SECTION 3. That in all other respects the use of the tract or tracts of land herein above described shall be subject to all the applicable regulations contained in said Zoning Ordinance and all other applicable and pertinent ordinances for the City of Southlake, Texas. All existing sections, subsections, paragraphs, sentences, words, phrases and definitions of said Zoning Ordinance are not amended hereby, but remain intact and are hereby ratified, verified, and affirmed. SECTION 4. That the zoning regulations and districts as herein established have been made in accordance with the comprehensive plan for the purpose of promoting the health, safety, morals and the general welfare of the community. They have been designed, with respect to both present conditions and the conditions reasonably anticipated to exist in the foreseeable future; to lessen congestion in the streets; to provide adequate light and air; to prevent over -crowding of land; to avoid undue concentration of population; and to facilitate the adequate provision of transportation, (W water, sewerage, drainage and surface water, parks and other commercial needs and development of the community. They have been made after a full and complete hearing with reasonable L\C 304.WPD (� Q Page 4 _ t- consideration among other things of the character of the district and its peculiar suitability for the particular uses and with a view of conserving the value of buildings and encouraging the most appropriate use of land throughout the community. SECTION 5. That this ordinance shall be cumulative of all other ordinances of the City of Southlake, Texas, affecting zoning and shall not repeal any of the provisions of said ordinances except in those instances where provisions of those ordinances are in direct conflict with the provisions of this ordinance. SECTION 6. That the terms and provisions of this ordinance shall be deemed to be severable and that if the validity of the zoning affecting any portion of the tract or tracts of land described herein shall be declared to be invalid, the same shall not affect the validity of the zoning of the balance of said tract or tracts of land described herein. SECTION 7. Any person, firm or corporation who violates, disobeys, omits, neglects or refuses to comply with or who resists the enforcement of any of the provisions of this ordinance shall be fined not more than Two Thousand Dollars ($2,000.00) for each offense. Each day that a violation is permitted to exist shall constitute a separate offense. SECTION 8. All rights and remedies of the City of Southlake are expressly saved as to any and all violations of the provisions of Ordinance No. 480, as amended, or any other ordinances affecting f the effective date of this ordinance • and, as to such zoning which have accrued at the time o e e , L: %CITY W PD Page 5 A/1 6 A accrued violations and all pending litigation, both civil and criminal, whether pending in court or not, under such ordinances, same shall not be affected by this ordinance but may be prosecuted until final disposition by the courts. SECTION 9. The City Secretary of the City of Southlake is hereby directed to publish the proposed ordinance or its caption and penalty --together with a notice setting out the time and place for a public hearing thereon at least ten (10) days before the second reading of this ordinance, and if this ordinance provides for the imposition of any penalty, fine or forfeiture for any violation of any of its provisions, then the City Secretary shall additionally publish this ordinance in the official City newspaper one time within ten (10) days after passage of this ordinance, as required by Section 3.13 of the Charter of the City of Southlake. SECTION 10. This ordinance shall be in full force and effect from and after its passage and publication as required by law, and it is so ordained. PASSED AND APPROVED on the 1st reading the L:\CrrYD0M01W\CASES\4W30/. WPD Page 6 tile.1r) MAYOR ATTEST: day of , 1999. CITY SECRETARY PASSED AND APPROVED on the 2nd reading the day of , 1999. MAYOR ATTEST: CITY SECRETARY APPROVED AS TO FORM AND LEGALITY: CITY ATTORNEY DATE: ADOPTED: EFFECTIVE: LAc TYDocmoRWCAsEsw8a304.WPD Page n^.�{ EXHIBIT "A" FOR A TRACT IN THE FRANCIS THROOP SURVEY, ABSTRACT NO. 1511, SITUATED IN THE CITY OF SOUTHLAKE, TARRANT COUNTY, TEXAS, AND BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS: BEGINNING at a point in the center of Lonesome Dove Avenue, said point being, the Northeast corner of a tract described in a deed of record in Volume 6792, Page 1148, Deed Records, Tarrant County, Texas, said point also being the Southeast corner of the N. E. Thompson Survey, Abstract No. 1653; THENCE continuing along the East line of the last referenced tract and in said Lonesome Dove.AveBue the following courses ang distances: South 178.97 feet, S-7-3l'-00"W. 69.40 feet, 5.17-31'-00"W. in 69.40 feet, and S.22b-31'-00"W. 173.30 feet to a nail set said Lonesome Dove Avenue at its intersection with the extended 5/8" iron Northerly line of Dove Road gnd from which said point a set fdor�reference bears N.53-01'-45"W. 46.18 feet; THENCE N.48744-'-58"W. along the Northerly line of said Lonesome Dove Avenue and the South line of the last referenced tract 219.38 feet to a 1" iron found at the most Southerly Southwest corner of the a herein described tract, said point being the Southeast corner of Doris record tract described in a deed to Crawford C. Hall etux of in Volume 2644, Page 268, Deed Records, Tarrant County, Texas; in THENCE N.15-30'-00"E. along a Westerly line of the tract described Volume 6792, Page 1148, above referenced, and the East line of said Hall tract 350.10 feetto a_ 1" iron found for corner; THENCE S. 870 - 16' - 44" E. 167.90 feet to the POINT OF BEGINNING and containing 1.97 acres. RED s d 1 = i999 -------- --- --- -- - - - - ---- SURVEYING WARD INC. Rosox $20253 Vwt w&, TexasSIZI 7 1s =1� 304MM _ City of Southlake, Texas MEMORANDUM March 19, 1999 TO: Curtis E. Hawk, City Manager FROM: Kevin Hugman, Director of Community Services SUBJECT: Ordinance No. 737, 2"' Reading, Consent to transfer of control of cable television system and franchise from Marcus Cable to Paul G. Allen; and approving related agreements. Action Requested: City Council consideration of Ordinance No. 737, consenting to the transfer of control of cable television system and franchise from Marcus Cable to Paul Allen (acting through the management of Charter Communications, Inc.) Background Information: In early 1998, Paul G. Allen, a co-founder of Microsoft Corporation and owner of Vulcan Cable, Inc., made a substantial investment in Marcus Cable Company. At the time, it was reported that the local management retained control of Marcus Cable, including Jeffrey Marcus remaining as CEO. On August 28, 1998, we received letters from Vulcan Cable and Marcus Cable stating that Mr. Allen was assuming control of Marcus Cable. At the same time, he had apparently also purchased Charter Communications, the I Vh largest cable company in the United States, based in St. Louis, Missouri. In October 1998, Charter was contracted by Paul Allen to manage Marcus Cable and effect the transfer of the franchise agreement. As required by FCC regulations, we received an FCC 394 "Application for Franchise Authority Consent to Assignment or Transfer of Control of Cable Television Franchise." In considering the consent to transfer, Fort Worth again took the lead in this issue, as they did in 1995 when Marcus Cable purchased Sammons Cable. At that time, area cities that were affected formed a consortium with Fort Worth to negotiate with Marcus the details of the new franchise agreements. (We did not participate since Harron Cable was the primary cable provider in Southlake and Sammons only served approximately 30 households.) With the transfer currently under consideration, the consortium hired attorneys Mr. John Pestle and Mr. Peter Armstrong of Varnum, Riddering, Schmidt & Howlett to guide the cities through the process. They are recognized national experts in the area of telecommunications law. M:\WP-FILES\ELECTRNC\CABLE\ord-737mem2.doc ( b -' Curtis E. Hawk, City Manager March 12, 1999 Page 2 The consortium began meeting with Charter representatives in October 1998 to work out the details of the transfer. It became apparent early on that customer service issues were at the forefront of the consortium cities' concerns. The major provisions of the transfer agreement, and how it differs from the current franchise agreement, are included with this packet. Many of the issues and concerns to be worked out were applicable to all of the cities, but there are also those issues that were of specific concern to a particular city. Southlake's major issue is the requirement for a converter box to receive unscrambled signals on the extended basic service tier of programming (Marcus' "Showcase" level). Under the Harron system, converter boxes were not necessary. This change in technology resulted in higher costs (due to converter box rental rates) and inconvenience on the part of our customers. Section 21, "Special Provisions" of the Acceptance of Terms and Conditions, addresses this concern. The City had 120 days from date of receipt of the FCC 394 to act on this application or it would be automatically transferred. Technically, this "due date" was December 26, 1998, but this deadline was extended voluntarily on December 11, 1998, by Charter to April 1, 1999. On February 22, however, the consortium attorneys and Charter agreed to advance the deadline to midnight, March 15, 1999 due to major financial debt refinancing by Charter. If final action had not been taken by this date, the transfer would be automatically approved. Charter agreed to make the provisions of the transfer agreement available to each community that took final action to approve the agreement on the terms and conditions set forth in the Acceptance Agreement attached, if done on or before July 15, 1999. This was to be true even if the community denied approval in the interim, so long as final action would be taken by July 15, 1999. However, the agreement letter also stated that "Any city that wishes to deny or to preserve the option to deny approval of the transfer will have to take final action on or before March 15, 1999." (Denial would be considered final action.) For this reason, the cover memo with the first reading of Ordinance No. 737 noted that if Council were inclined to deny the transfer, they must do so on first reading. Since City Council approved the transfer ordinance on first reading, and consideration on second reading is after the March 15 date, the transfer has in effect, been automatically approved. M:\WP-FILES\ELECTRNC\CABLE\ord-737mem2.doc 11D - 2 Curtis E. Hawk, City Manager March 12, 1999 Page 3 Financial Considerations: There are no financial commitments on the part of the City in affecting this transfer if approved. The transfer agreement provides for substantial fines to Marcus in the event of failure to meet specified customer service standards. These are summarized in the attached matrix. Franchise fees will remain the same as in the current agreement. This transfer agreement will remain in effect until the expiration of the current agreement in June 2008. Internet services are included in the agreement as "cable services" and are therefore subject to the same franchise fee. This language was included at the recommendation of the consortium attorneys in order to allow cities to collect franchise fees on Internet services provided by cable operators. Since there is no specific legislation regarding these types of services, excluding them from the definition of cable services would allow the franchisee to provide the services (since they are allowed to under the Telecommunications Act), without our ability to collect any revenue from these services. The FCC is considering this issue and will likely rule that Internet services are considered "cable services." Citizen Input/ Board Review: The Acceptance of Terms and Conditions, including Exhibit B to the Acceptance Agreement, "Customer Service and Consumer Protection," have been agreed upon by Charter management through the negotiation process with the consortium and its attorneys. City Council approved Ordinance No. 737 on first reading on March 2, 1999 (7-0), changing Section 21 "Special Provision" of the Acceptance Agreement, to require Charter to provide a multiple terminal discount rate to Southlake customers for the years 1999, 2000, and 2001. Legal Review: Mr. John Pestle and Mr. Peter Armstrong of Varnum, Riddering, Schmidt & Howlett, represented the consortium throughout the process and have drafted the attached Acceptance Agreement. In addition, Ms. Analeslie Muncy of the City Attorney's office, also represented their client cities, including Southlake, in the process. She prepared the attached ordinance. Alternatives: Denial of the Consent to Transfer, which could result in termination of cable service by Marcus or a legal challenge. M:\WP-FILES\ELECTRNC\CABLE\ord-737mem2.doc 7 b -3 Curtis E. Hawk, City Manager March 12, 19W Page 4 L Supporting Documents: Attached documents include: • Summary of Points - Marcus Cable Transfer Agreement • Ordinance No. 737, including Acceptance of Terms and Conditions to Transfer of Control, and Southlake Agreement with Paul G. Allen Staff Recommendation: Place Ordinance No. 737, Granting Consent to transfer franchise from Marcus Cable to Paul Allen, on March 23, 1999 agenda for City Council consideration on second reading. Approved for Submittal to City Council: ity anager's Office ON M:\WP-FILES\ELECTRNC\CABLE\ord-737mem2.doc 7b-4 31 Lin NE: y C .O a w 0 U O � p � 0 "al CIO 'n M 4.. Ei w .0 2 00 U .. 3 ¢ a o a �. cl A c� CIO cl .r m 45 ti cvi Q chi) p O g O$¢ a U w¢ o.0 _ ti � N 64 M 64 Z C/� Cy • • LIR 0� - _ � ctj v� •--� gyp+ 1- Gqs •b 03 Ucz "d G� tu u O 0 .0 p O of rfl o b cq voi ° o a)03 to '�' w o Oa 0 Q O p •.� v�i o" U U cz Ti L: ` CCS � y � u - E c� c • i>i ,d E .. o C4 o CA Cn cn -16-5 w 0 N a U O Q IM Q' V 03 rA o a� b 4 O O �" U :0 � U 'O ci 1.4 w w. Q oo03 •b oo ?, o �, Q O Q O a O Z to a o� a eq c i a� 40. col v w y d.i f.r o cn i 'y H S cl S G cgcl O rnao E on E cq3cj cn 3 0, oacl>, � E • E o ri Z v) v . .a Oy o Qn b b b 03 - m "Ly C p cl ate+ • it E E 0 0 0 tri l� -70-6 U 0 Q 31 ci E15 IM 0 0 0 0 0 a a a s a 0 0 o O o z z z z z 0 8 N a7 >, cn U i•• r•r w cl m o �? cn 41' V i N ''� ., > vUi ` ° U b 4, p ai w o .. ° .. CIO sue. C� b b ti. W > W z o" C El z O O cn , O N 'Cy cUn A 4 a�i U cn .ti `.r cn w • O ..fir O m a MR�E i A cz u o v U � w x oo C� 7D-7 w 0 M N QO cis a U O A ►� y O O it a � O a o U r~ ctsaj o cl cl N cn -- , p C Q O al oo c °1' c ao a c a U � O w � 9 k v�' 64 0 4,-n b o CA W U O ►� ORDINANCE NO. 737 C, AN ORDINANCE AMENDING ORDINANCE NOS. 583 AND 675; GRANTING CONSENT TO THE TRANSFER OF CONTROL OF A CABLE TELEVISION SYSTEM AND FRANCHISE FROM MARCUS CABLE ASSOCIATES, L.L.C. TO PAUL G. ALLEN; AND APPROVING RELATED AGREEMENTS WHEREAS, the City of Southlake granted a cable television franchise to Sammons of Fort Worth, Inc. ("Sammons') pursuant to Ordinance No. 583, as amended by Ordinance No. 675, and the foregoing Ordinances are hereinafter referred to collectively as the "Franchise'); and WHEREAS, Marcus Cable Associates, L.L.C., is the current grantee under the Franchise; and WHEREAS, Marcus Cable Associates, L.L.C. is a wholly owned indirect subsidiary of Marcus Cable Company ("MCC"); and wriEREAS, Charier Communications Hoidings, L.L.C., a Deiaware limited liability company ("CC Holdings") is or will be the sole owner of MCC; and WHEREAS, CC Holdings is or will be wholly owned by the following entities: VWDT T r �L.Ii.W.. 0` 1-1- T... TxT 1.: ...�.. �. /C<</ 1 a,-1"), Vulcan Cable II, Inc., a �—, .r♦w ♦ v..v 1v, u♦v., u uJ♦♦♦♦♦j.V ♦♦ VV♦e/V lLL♦♦VL♦ ` • u1V Washington corporation ("Vulcan II"), and Charter Communications, Inc. ("Charter"); and WHEREAS, MCPLLC is owned 74.36% by Marcus Cable Properties, Inc., a Delaware corporation ("MCP Inc.") and 25.64% by Vulcan; and WHEREAS, Paul G. Allen is the sole owner of MCP Inc., Vulcan and Vulcan II and owns 93.25% of Charter, and Allen thereby controls Marcus Cable Associates, L.L.C., the grantee under the Franchise; and WHEREAS, Vulcan is the Manager of MCC pursuant to First Amendment to Operating Agreement dated as of August 25, 1998; and WHEREAS, Charter is managing Marcus Cable Associates, L.L.C. pursuant to a Management Consulting Agreement dated as of October 6, 1998; and WHEREAS, the ownership and control structure as it will exist after the transfer of control is shown in Exhibit A; and WHEREAS, the transfer of control of Marcus Cable Associates, L.L.C. to Allen, the restructuring of the Marcus and Charter cable businesses, and the management of Marcus Cable Associates, L.L.C. by Charter are hereinafter referred to collectively as the "Transaction"; and M:\WP-FILES\ELECiRNC\CABLE\ORD737.DOC WHEREAS, MCPLLC and Vulcan submitted an Application for Franchise Authority Consent on FCC Form 394 providing certain information with respect to the parties and the proposed transfer, and 1- k I J WHEREAS, '\,fCPLLC, Charter and Vulcan submitted additional information and documents relating to the Transaction and its effect on the provision of cable television service within the City in response to requests of the City; and WHEREAS, the City is relying upon the foregoing information and documents in acting upon the Application for Franchising Authority Consent; and WHEREAS, the City intends to consent to the Transaction, subject to acceptance by Marcus Cable Associates, L.L.C., MCP Inc., CC Holdings, Charter, Vulcan and Vulcan II of the terms and conditions set forth herein, having determined that such consent is in the best interest of and consistent with the public necessity and convenience of the City; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: Section 1. The City does hereby consent to the Transaction, including the transfer or control of the Franchise and the cable television system from Marcus Cable Associates, L.L.C. to Paul G. Allen, subject to execution by Marcus Cable Associates, L.L.C., NICP Inc., CC Holdings, Charter, Vulcan and Vulcan II of an Acceptance Agreement in the form attached hereto and incorporated herein as Exhibit 1, and subject to execution by Paul G. Allen of an Agreement in the form attached hereto and incorporated herein as Exhibit 2, both agreements of which are hereby approved. Section 2. To the extent that this ordinance or the attached Acceptance Agreement and Agreement modify any of the terms and conditions of Ordinance Nos. 583 and 675, said ordinances are hereby amended. Except as hereby amended, the provisions of Ordinance Nos. 583 and 675 shall remain unchanged. Section 3. This ordinance shall be in full force and effect from and after its passage, publication and written acceptance as above specified; provided however, that this ordinance shall expire and be of no further force and effect on October 31, 1999 if the entire Transaction has not been consummated by that date. PASSED AND APPROVED on the 1st reading, the _day of , 199 MAYOR ATTEST: CITY SECRETARY M:\WP-FILES\ELECTRNC\CABLE\ORD737.DOC PASSED AND APPROVED on the 2nd reading the day of , 199 . EFFECTIVE: APPROVED AS TO FORM AND LEGALITY: CITY ATTORNEY MANW-M-MELECTRNC\CABLE\ORD737.DOC MAYOR ATTEST: CITY SECRETARY 16-'' SOUTHLAKE ACCEPTANCE F O TERMS AND CONNDITIONS TO TRANSFER OF CONTROL OF A CABLE TELEVISION SYSTEM AND FRANCHISE ("ACCEPTANCE AGREEMENT") This Acceptance Agreement dated as of , 1999 relates to a cable television franchise granted by the City of Southlake ("City") in Ordinance No. 583, as amended by Ordinance No. 675. The foregoing Ordinances are hereinafter referred to collectively as the "Franchise." Marcus Cable Associates, L.L.C., formerly Marcus Cable Associates, L.P., is the current grantee under the Franchise and is referred to herein as "Company". Company is a wholly owned subsidiary of Marcus Cable Operating Company, L.L.C. Marcus Cable Operating Company, L.L.C. is a wholly owned subsidiary of Marcus Cable Company, L.L.C. Marcus Cable Company, L.L.C. is in turn wholly owned, directly or indirectly, by Marcus Cable Properties, Inc. ("MCP") and Vulcan Cable, Inc., a Washington corporation ("Vulcan"). MCP and Vulcan are whollv owned by Paul G. Allen ("Allen"). The following matters are the subject of this Acceptance Agreement: • V>>lran wi11 hernmP tha Llnnnaar of Mprriic Cnhla Cmmnnnv T T C nimpinn__t to _ L .__ _ . First Amendment to Operating Agreement dated August 25, 1998. • Allen has acquired 93.25% ownership of Charter Communications, Inc., ("Charter"), a Delaware corporation that indirectly owns all of the Charter cable television operating entities. Charter has been conducting the day-to-day operations of Company pursuant to a Management Consulting Agreement dated as of October 6, 1998. • Charter Communications Holdings, L.L.C. ("CC Holdings"), a Delaware limited liability company, owns or will own 100% of Marcus Cable Company, which will continue to own 100% of Marcus Cable Operating Company, L.L.C., which in turn owns 100% of Company and 100% of all other Marcus cable television operating entities. CC Holdings will also have indirect 100% ownership of all Charter cable television operating entities. • CC Holdings will be 100% owned directly or indirectly by MCP, Vulcan, Charter and Vulcan Cable II, Inc. ("Vulcan IF'), a Washington corporation. Allen owns 100% of Vulcan 11 in addition to his ownership of 100% of MCP and Vulcan and 93.25% of Charter. P] -7 6- iz- Vulcan, Vulcan U, Charter, CC Holdings, MCP and Marcus Cable Associates, L.L.C. make this agreement for the purpose of accepting an Ordinance of t& City consenting to the transfer of control of the franchise to Allen and the restructuring set forth above, including management of Company by Charter. The structure of ownership and control as it will exist after the transfer of control and the restructuring is set forth in Exhibit A attached hereto. The transfer of control of Company to Allen and the foregoing restructuring, including Charter's management of Company, are referred to collectively herein as the Transaction. 1. Covenants Binding: The promises, covenants, and conditions contained herein inure to the benefit of the City and are binding on MCP, Charter, Vulcan, Vulcan II, CC Holdings and Company. 2. Acknowledgment: CC Holdings, MCP, Charter and Vulcan acknowledge that the transfer of control and restructuring are expressly subordinate to and will not affect the binding nature of the Franchise and the obligations provided therein, and that the consent of the Citv to the Transaction does not constitute a waiver or release of any rights of the City. 3. Reliance: Company, CC Holdings, MCP, Charter and Vulcan acknowledge that the ('itv hnc r-nnco nta.l to the Trance, -tine in ralianr-a t�pon the representations, (41W, documents and information provided by Company, Charter and Vulcan, all of which are incorporated herein by reference. A 4. Customer Service. Company will comply with the customer service and consumer protection provisions set forth in Exhibit B. 5. Prior Defaults. Company, %ICP, Charter, Vulcan and CC Holdings agree that they will not contend directly or indirectly that any defaults or failures to comply with the franchise or other matters set forth in 47 USC § 546(c)(1)(A) (Communications Act of 1934, Section 626(c)(1)(A) (collectively "Defaults") occurring prior to the Transaction are waived, including but not limited to the following: 5.1 The ability of the City to obtain redress for prior Defaults, such as recovery of any underpayment of franchise fees or obtain refunds for periods prior to the Transaction. 5.2 The ability of the City to enforce in the future any Franchise terms which may not have been enforced in the past. 1IS- ! 3 5.3 The ability. of : the .City to consider Defaults occurring prior to the Transaction in connection with any renewal or nonrenewal of the Franchise. 5.4 This Section 5 is without prejudice to Company, MCP, Vulcan or CC Holdings contending that the default or failure to comply has been cured. 6. Validity of Franchise. Charter, MCP, CC Holdings and Vulcan accept and agree to be bound by the terms and conditions of the City Charter, the Franchise and all ordinances applicable to Company's operations after the transfer. Charter, MCP, CC Holdings, Vulcan and Company do not contend that any provision of the Franchise is unlawful or unenforceable, nor are they aware of any ordinance or any provision in the City Charter which they contend is unlawful or unenforceable. The City acknowledges that the Franchise is in full force and effect. 7. Franchise for Cable Only. Company, MCP, CC Holdings, Charter and Vulcan acknowledge that the Franchise is granted solely for the provision of Cable Service including services described in Section 12. 8. Service and Equipment for Public Facilities. 8.1 Following the transfer of control, Charter, AMP, CC Holdings and Vulcan will cause Company to continue to provide the same installations and service without charge to public facilities being provided at the present time, but in all events no less than is required by the Franchise, this Acceptance Agreement or any applicable city ordinance. 8.1.1 Company will provide funds toward the cost of new character generators or similar equipment in accordance with Schedule 8.1.1 attached hereto. Company's total obligation under this Section 8.1.1 for the City and all other municipalities which have acted with the City in the consent process shall not exceed $75,000. 9. Access to Records: The records and reports of the franchise grantee which are to be submitted to the City or otherwise made available for the City (such as for inspection by the City) pursuant to the Franchise or other ordinance or charter provisions of the City shall include records maintained by Charter, Vulcan, CC Holdings and their Affiliates to the extent necessary for the City to discharge its tl 1D-14 E responsibilities under the Franchise, FCC rules or state or local law, or to insure compliance with the Franchise or'this Acceptance Agreement: 10. Transaction Transparent to Rates: CC Holdings, Charter, MCP, Company and Vulcan acknowledge that unless expressly provided elsewhere in this Acceptance Agreement (a) the transfer, the consent process, the City's action granting consent, and this Acceptance Agreement and the terms hereof (other than Section 18.2.) do not provide any basis for increasing the amounts paid by subscribers through cost pass -through as so-called "external costs" or as new franchise requirements, (b) the consent process, action, and this Acceptance Agreement do not provide any basis for increasing the amounts paid by subscribers in any other manner, and (c) Company will not separately itemize costs or franchise requirements arising from this Acceptance Agreement on subscriber bills. 11. This Section left blank. 12. Cable Modem, High -Speed Data and Internet Services. The Federal Telecommunications Act of 1996 modified the definition of "cable services" in the Federal Cable Act (Title VI of the Communications Act of 1934, 47 U SC Section 115 and following). The change addresses cable companies' ability to provide Enhanced, Advanced Cable Services over a Cable System as a cable service (and not as a telephone serv?re with arrom-nnnv;na talanhnnP ramdnt;nn 1 The Franchise predates and does not reflect this legislative change. Company intends to provide Enhanced, Advanced Cable Services where economically feasible. 12.1 To remove any uncertainty on Company' authority to provide Enhanced, Advanced Cable Services the parties agree that Company has the authority to provide Enhanced, Advanced Cable Services under the Franchise and that the revenues therefrom shall be included in gross revenues for the purpose of computing and paying cable franchise fees. 12.2 If Company provides any Enhanced, Advanced Cable Services to residential subscribers within the City, then without any initial or ongoing charge it shall provide the City cable modems and associated access to the Internet with a speed of up to 250 kbs. Such modems and service shall be provided to each City library located within City and to three (3) additional locations specified by the City in City buildings. 13. System Upgrade. If Company has scheduled an upgrade of Company's facilities in the City that has not yet been completed, the estimated completion 4 date is shown on Schedule 13. Company, CC Holdings, MCP, Charter and Vulcan ague that the Transaction„will nod advetaoly affect the scope or timing of the upgrade. 14. Continuityof Management. Company, CC Holdings, MCP, Charter and Vulcan acknowledge that (a) at the time of submission of the Form 394 subscribers residing in the City were experiencing serious and on -going deficiencies in service, (b) the provisions of Exhibit B are in response to these problems, and (c) the City is approving the Transaction and the transfer of control in reliance on the actions taken by Allen and Charter in the interim to improve customer service and in the expectation of continuity of Charter's management to assure that the problems will not recur. Allen and Charter have informed the City that they intend to keep the present Charter management team in place. Until the Transaction is completed, Charter will continue to manage Company and the cable television system in the City. 15. Frequency of Rate Increases. Company will not file a submission to increase its rates for basic cable service, equipment, or service calls regulated by the City more than once in each calendar year. 16. Other Matters. 16.1 Conflict: In the event of any conflict between the terms of this Acceptance Agreement and the Franchise or any City Ordinance, that provision which provides the greatest benefit to the City, in the opinion of the City Council, shall prevail. 16.2 Waivers: The parties hereto will join the City in obtaining from the FCC any waivers or other relief from time to time necessary to effectuate the provisions of this Acceptance Agreement. 16.3 Null and Void: At the City's option this Acceptance Agreement and the City's consent to the Transaction shall become null and void in either of the following circumstances. Such option may be exercised prior to completion of the Transaction by the City giving written notice to Company and Vulcan at the addresses designated in the Form 394. 16.3.1 If the transfer of control of the Franchise or any other part of the Transaction is not completed on or before October 31, 1999. 5 IN-16 Ic 16.3.2 If the Management Consulting Agreement dated as of October 6, (W 1 "S pursuant to which Charter is directing the management of Company is terminated or if Charter's control over Company's operations is materially reduced. 16.4 Costs: Vulcan will cause the City to be reimbursed for its reasonable expenses in connection with the consent process including publication costs and fees of consultants and attorneys. Such reimbursement shall not exceed the aggregate amount of $275,000 plus publication costs for the City and the other municipalities which have acted with the City in connection with the consent process. Reimbursement of costs and fees under this provision shall not be considered a payment of franchise fees, shall not be passed through to subscribers and is subject to the provisions of Section 10. 16.5 Venue and Choice of Law: Venue of any suit under or arising out of this Acceptance Agreement shall be exclusively in Tarrant County, Texas or in the united States District Court for the Northern District of Texas. This Acceptance Agreement shall be construed in accordance with the laws of the State of Texas. 16.6 Treatment of Liquidated Damages: Company, CC Holdings, MCP an" Vulcan acknowledge and agree that liquidated damages under this Acceptance Agreement (including its Exhibits) and the Franchise do not constitute franchise fees, do not reduce the amounts otherwise payable as franchise fees, and will not be passed through to subscribers. 16.7 Y2K Compliance: By September 30, 1999 Company will become Y2K compliant and will establish and provide the City with a copy of a contingency plan to prevent disruption of mission critical components including customer service matters. 16.8 Wire Maintenance Fee: Company has announced its intention to discontinue the 99e optional wire maintenance fee program that Company first implemented in 1998 ("Current Fee") and offer in its place an optional program covering maintenance of both telephone and cable wires for a monthly fee of approximately 990 ("New Program"). 16.8.1 If this occurs during or before March 1999: (a) the City will not seek to obtain refunds of amounts collected under the Current Fee; (b) if the City has adopted a Rate Order with respect to the Current 0 16, 1-1 Fee, the Rate Order will be deemed to be withdrawn; and (c) if there is a proceeding pending before the FCC with respect to such a Rate Order Company and the City will jointly request termination of the proceeding. 16.8.2 The City will not challenge the New Program during 1999 if the monthly charge remains under S 1.00. 16.9 Rate Orders: Unless a final order of the FCC (affirmed on appeal if an appeal is taken) determines that franchise authority rate orders are automatically stayed by the filing of an appeal to the FCC, Company will implement each rate order adopted by the City unless and until Company obtains an order of the FCC or a court of competent jurisdiction staying the effectiveness of the rate order. Company will reimburse all attorneys fees and other expenses incurred by the City as a result of a violation of this Section 16.9. 16.10 Franchise Fee Calculation: Company will comply with the decision of the United States Court of Appeals for the Fifth Circuit in City of Dallas v FCC, 118 F3d 393 (1997). 16.10.1 [_'mmnnnv will nav tha nririitinnal franr,hica fPAc rj„o 11„rjor the Fifth Circuit decision with interest and without pass - through to subscribers for the time period from September 1997 until Company implemented the decision. 16.10.2 Company will also pay the additional franchise fees due under the Fifth Circuit decision for the period of time from the FCC's decision in United Artists Cable of Baltimore, 10 FCC Rcd. 7250 (1995) to September 1997 together with interest thereon. Company may pass through payments under this Section 16.10.2 to subscribers (other than interest) if and to the extent Company reduced its charges to subscribers as a result of the FCC's decision. 17. Institutional Network: Company shall provide, construct, operate and maintain an Institutional Network (excluding coders; decoders, interface and other terminal equipment which will be supplied by Users) that will provide the City and other I -NET Users with Institutional Network Services. The I -NET shall be as set forth below. Unless the City agrees otherwise in writing, the I -NET, including the individual fiber optic fibers constituting all or a portion of it, shall be owned and 7 P] maintained by Company but pr.: o :id. ed. for the exclusive use of the City and other (aw", I -NET Users and shall be''provided without any charge to the City or I -NET Users. 17.1 This Section left blank. 17.2 Company shall install and terminate additional fiber optic pairs ("Incremental I -NET Fiber") in Company's future new and replacement fiber optic installations for use as an I -NET as follows. 17.2.1 City will inform Company in writing from time to time of the additional facilities it would like to have served by an I -NET. Company will use such information in its plans for future fiber installations, where (for example) one routing will pass a facility City would like to have served and another (of comparable cost) would not. 17 1 1 Rtr TarmAr-%r 21 of Parr+ tracer i*S conceptual plans for new and replacement fiber optic construction for that calendar year. 1 -7 '1 '] /'`,,.r_.........:11 1------:.7.. /"•:a.. L.._... .-: . .• .7..r: L. • 1 .2.J C37npan ..tat uwv rt c,-;- ` . ':—, 'Gm, I me tv tiiitZ uu111-ice the year with written notice of conceptual plans for any additional fiber optic construction during that year (or January of the following year). Such notice shall be provided as soon as is feasible. 17.2.4 Upon written request by City, Company will provide City with a conceptual cost estimate (and other information City may reasonably require) of installing Incremental I -Net Fiber along all or a portion of the routes that are a part of such conceptual plans. Such estimates shall be provided as soon as possible after request by City in order that City may have time to obtain approval (such as from its legislative body) to install such Incremental I -Net Fiber. 17.2.5 As to any route where City has requested a conceptual cost estimate, Company shall provide City with the final cost of installing Incremental I -Net Fiber (and such other information as City may reasonably request) as soon as Company's design of the fiber for such route is reasonably complete. City will have 30 days 0 after, receipt of the final cost figure to notify Company to install Incremental i-Mt.Fiber. 17.2.6 The cost of installing Incremental I -NET Fiber shall be computed on an incremental basis, meaning the difference in cost to Company of constructing and installing fiber on a given route (a) with, and (b) without, the Incremental I -NET Fiber. 17.2.7 Company shall be reimbursed by City for the cost of installing I - NET fibers under this Section 17.2 computed as set forth in Section 17.2.6. 17.3 I -NET Maintenance. Company shall provide I -NET Users with a reliable level of service, repair and maintenance that at a minimum, meets the following performance standards: 17.3.1 Company shall maintain a minimum of 99.5 percent service availability to I -NET Users measured over a period of one year. 17.3.2 Company shall respond to repair requests from an I -NET U ser for circuits identified as critical pursuant to Section 17.3.4 within 2 (two) hours of the request. Company shall respond to other repair requests within four (4) hours of the request. 17.3.3 Company shall provide ongoing maintenance at its discretion, as it deems necessary. Company shall provide at least one week advance notice to any affected I -NET User of any maintenance requiring temporary interruption of services, except in emergency situations. 17.3.4 Company and the City shall develop a mutually agreeable priority listing of critical circuits and their terminal locations. When notifying Company of service complaints, an I -NET User shall identify critical circuits requiring priority repair. Company shall escalate repair of critical circuits to the extent reasonable under the circumstances. 17.4 Definitions. 17.4.1 Institutional Network or I -NET means the fiber optic communications network described in Section 17 and Schedule 17 W] to be constructed and operated by Company for the provision to I - NET -Users (but not` Cable Service subscribers) of Institutional Network Services. 17.4.2 Institutional Network Services means the provision of usable bandwidth capacity to I-N'ET Users through fiber optic lines for applications including but not limited to two-way dedicated voice, data, video and telephony channels connecting and interconnecting facilities owned, leased or used by the City, schools, counties, road commissions or other units of state or local government. Other applications include but are not limited to computerized traffic control systems for coordinated traffic control on an area -wide basis; Supervisory Control and Data Acquisition (SCADA) systems for municipally owned water, sewer, gas and electric systems (including street lighting systems); interconnection of facilities serving police, fire and other public safety systems, video arraignment facilities for local courts; interconnection of sovernment buildings for the two or one-way interchange of video signals; and local area networks or wide -area networks connecting governmental buildings, such as for GIS (Geographical Informational Systems) purposes. 17.4.3 I -NET User means and is limited to the City and any school or unit of state or local government designated by the City to receive Institutional Network Services under this Acceptance Agreement. 18. HDTV: Broadcast and cable channels are likely to convert in whole or in part to an HDTV (high definition television) format within the next few years, with channels likely being delivered in both HDTV and conventional analog formats during a transition period. The following provisions address the ability of the City to acquire additional PEG Channels such that one or more Users may have their signals simultaneously delivered by the Cable System in both an HDTV and conventional analog 6 MT Hz NTSC format for the transition period, and provide funds for Users to convert to an HDTV format. 18.1 Reports: Company shall provide quarterly reports to City on its plans and progress for HDTV conversion, including the number of channels to be converted, date, equipment changes, formats to be used and other information reasonably necessary for the City to be able to plan an appropriate and potentially concurrent conversion of PEG Channels and facilities to HDTV format. 10 ts-4 1 18.2 Grant: After the date when Company provides at least fifty (50) channels in one or more of several high definition television (or successor) formats, as such formats may from time to time be adopted or in effect ("HDTV Format"), then upon request from City Company shall provide a Capital Facilities grant to City sufficient for Users to convert all their facilities and equipment (including but not limited to studios, vans, video, audio, lighting, control, storage and editing equipment) to the HDTV Format selected by City but with the amount of such grant not to exceed 30¢ per customer per month when amortized over Company's subscribers as of the end of the calendar quarter preceding the date when the grant is made, using straight line amortization without interest for the lesser of five (5) years or the remaining term of the Franchise. City shall allocate the grant among Users for such purpose as City deems is in the public interest. Company shall modify the cable system whereby Company receives PEG signals from each User (for redistribution on its Cable System) so as to be capable of receiving and accepting the User's signals. City shall co- ordinate with Company to ensure that the HDTV Format selected by City is compatible with the format employed by Company. 18.3 Temporary Additional PEG Channels: After the date when Company provides at least fiffty (50) channel-, in T-M T'V Format, City may from time to time request, and Company shall provide,. one additional PEG Channel so as to allow, to the extent deemed appropriate by City, PEG Channel simulcasting in both 6 iVfHz analog NTSC format and in an HDTV Format. Company need no longer provide the additional PEG Channel described in the preceding sentence when Company no longer provides any channel of programming on the Cable System in 6 MHz NTSC analog format. 18.4 Allocation of PEG Channels: As of the effective date of this Acceptance Agreement City may allocate and reallocate PEG Channels as follows: City may at any time on six (6) months notice to Company allocate or reallocate the usage of the PEG Channels among and between different uses and Users. This expressly may include City removing a User or PEG Channel, replacing a User or PEG Channel, requiring several different persons to share or jointly use a given PEG Channel or conversely allowing one or more persons currently sharing such a channel to have a channel on which they are the sole User. ID] ,I R 19. Leased Access and PEG Channels: The need for a PEG Channel can be removed '' by Company =providing' the , laser = dest&tod - -of . current or prospective PEG Channel with an otherwise identical leased access channel, so long as the leased access rate for such User is One Dollar (S 1.00) per year. In the event the preceding sentence is exercised it shall be applied first to educational channels and then to public channels. If applied to such channels the channel number on which they are carried shall not be changed and such channels shall be included in the basic tier of service and shall be listed in Company's program guide or comparable listing with an appropriate description, such as "City of Fort Worth Channel" or "Fort Worth Public Schools Channel." The need for a PEG Channel is removed only so long as the User in question in fact is provided with such leased access channel. 20. Transfer. City consent in advance shall be required for a transfer of control of Company, which shall include, but is not limited to, any of the following: 20.1 Any change in limited partnership interests, non -managing limited liability company interests. or non voting stock representing thirty percent or more of the equity interests in the entity in question. 20.2 Any option, right of conversion or similar right to acquire interests rnnctitiitina control without substantial additional consideration (such as compared to consideration previously provided). 20.3 Any change in the effective control of Company including that described - in 47 C.F.R. § 76.501 and following (including the notes thereto but excluding footnote 20 as in effect on the date of this Acceptance Agreement. 20.4 A transfer by Paul G. Allen of any interest in MCP, Vulcan, Vulcan II or Charter other than to an entity at least 80% owned by him that assumes the guarantees provided in Section 23. 20.5 Any transfer or transfers such that the direct and indirect ownership of Allen in CC Holdings is less than 70%. 20.6 Any acquisition of more than 10% ownership of CC Holdings by a person or entity (or a group of persons or entities acting together) other than Allen or entities wholly or more than 80% owned by Allen. 12 -1p-Z3 21. Special Provision: ,For the years 1999, 2000 and 2001, Company will not cimp provide multiple terminal discounts to Southlake customers at the following rates: First set -top terminal: S3.43 / month Second set -top terminal: $ 2.43 / month Third and any additional set -top terminals: $1.43 / month 22. Definitions. The following definitions shall apply for the purpose of this Acceptance Agreement and its Exhibits. 22.1 Affiliate means any individual, partnership, association, joint stock company, limited liability company, trust, corporation, or other person or entity who owns or controls, or is owned or controlled by, or is under common ownership or control with the entity in question. 22.2 Capital Facilities means PEG Channel and I -MET related facilities and equipment including fiber lines, studios, production facilities, vans and cameras or other property having a useful life of more than one year, as well as any expenditures which increase or and to the val„a nf the facilities or equipment, adapt the facilities or equipment to new or different uses, or maintain, restore, extend or prolong the useful life of such facilities or equipment. 22.3 Cable Service means 22.3.1 The one-way transmission to all subscribers of (i) Video Programming, or (ii) other programming services, by which is meant information which Company makes available to all subscribers generally, such as digital cable radio service, and 22.3.2 Subscriber interaction, if any, including but not limited to that which is used for the selection or use of such Video Programming or other programming services, selecting from various on -screen options, use of Enhanced, Advanced Cable Services, game channels, interactive services, downloading programs or data access, or ordering merchandise, and 22.3.3 Institutional Network Services. 13 lb-z.4 (too, 22.4 Cabtc ,System _or System inejrts a facility- ``cotssistmg of a set of closed transmission paths and associated signal generation, reception, and control equipment that is designed to provide Cable Services to multiple subscribers within the franchised area, but such term does not include (1) a facility that serves only to re -transmit the television signals of one or more television broadcast stations; (ii) a facility that serves subscribers without using any public right of way; (iii) a facility of a common carrier which is subject, in whole or in part, to the provisions of Title H of the Communications Act of 1934, as amended, except that such a facility shall be considered a Cable System (other than for purposes of Section 621(c) of such Act) to the extent such facility is used in the transmission of video programming directly to subscribers, unless the extent of such use is solely to provide interactive on -demand services; (iv) an open video system that complies with Section 653 of Title VI of the Communications Act of 1934, as amended; or (v) any facilities of any electric utility used solely for operating its electric utility system. 22.5 Enhanced, Advanced Cable Services means enhanced services, information services, Internet protocol (IP) telephony, high speed data service, Internet access and Internet service (such as that of an Internet cu,-;i�ta nrnvir�nrl 22.6 FCC means the Federal Communications Commission. 22.7 I -NET User has the meaning set forth in Section 17.4.3. 22.8 Institutional Network or I -NET has the meaning set forth in Section 17.4.1. 22.9 Institutional Network Services has the meaning set forth in Section 17.4.2. 22.10 PEG Channels means the public channels, educational channels and government channels provided by Company on the cable system under the Franchise, this Acceptance Agreement, or applicable ordinance, and shall include leased access channels provided pursuant to Section 19 herein. 22.11 User means a person authorized to operate or use a PEG Channel (or a leased access channel provided in lieu of a PEG Channel under Section 14 -1-h- zs 19) or the I -NET, and shall include City. If several persons share the operation of a PEG Charnel each person shall be a separate User. 'j 22.12 Video ProgramminIg means programming provided by, or generally considered comparable to programming provided by, a television broadcast station. 23. Guarantee. Marcus Cable Properties, Inc., Vulcan Cable, Inc., Vulcan Cable II, Inc., Charter Communications, Inc. and Charter Communications Holdings, L.L.C. hereby jointly and severally unconditionally guarantee performance of the obligations of the Franchise and of this Acceptance Agreement by Company. Vulcan Cable. Inc. L-On Vulcan Cable II, Inc. L-In Marcus Cable Associates, L.L.C. LO-A 15 47D-7.6 Marcus Cable Properties, Inc. LOO Charter Communications, Inc. Charter Communications Holdings, L.L.C. THIS PAGE LEFT BLANK PI 17 �; o_ N � QC y `r C" 0O N O N Q' A Ncn Q a O n � v A n 'C3 0 G T OG �, A n T T T T 0 J r' m Cr, 4 A /1 N ` I 61 S O 1 lr\ O N S v n �• o r� is G _CD (� A N � 13 � A * o ski s A C Q � n n n 0 � n �Ic � e Q n�. T° U N 7 e T9. G7 `" " o � F � m � a � o 0 C � 0 A O O. � EXHIBIT B T4 ACCEPTANCE AGREEMENT CUSTOMER SERVICE AND CONSUMER PROTECTION 1. Customer Service Standards: Company shall at all times comply with the more stringent of the customer service and consumer protection provisions of this Exhibit B, the Franchise and the FCC. This requirement is in addition to the specific provisions of subsequent sections set forth below. 1.1 Company shall continue to comply with the National Cable Television Association's On -Time Customer Service Guarantee, a copy of which is attached as Exhibit B 1. The guarantee promises on -time service calls or the customer receives $20.00, and on -time installation calls or the customer receives a free installation. The $20.00 may be in the form of a credit. 1.2 Company may provide the Customer Bill of Rights of Charter to its subscribers in the City. 2. City Monitoring: In addition to free outlets, free cable service or services otherwise required by the Franchise, Company shall provide one service outlet (which shall be at the Cable Administrator's office at City Hall, unless otherwise specified by City) that shall receive without charge all programming (and any other Cable Services) provided by Company, including services of a premium, pay per view or other nature. Such service shall be provided in such a manner that City may monitor the programming and use of the cable system for compliance with the Franchise, this Acceptance Agreement, FCC technical standards, and applicable law. The services provided pursuant to this Section 2 shall be in a secure office location and not in a location open to public viewing. 3. Scramblin locking: Upon completion of the planned system upgrade to 860 MHz, Company shall at all times scramble both the audio and video portions of all channels with predominately adult oriented programming. 3.1 Upon request by a subscriber, Company shall entirely block such subscriber from receiving both the audio and video portion of any channel with predominantly adult oriented programming with devices 19 �/ such as a notch filter which prevent the frequencies containing a Co, specific channel or channels from being transmitted into the subscriber's premises. 4. Pav Per View: Subscribers shall be given the options of (a) not having pay per view or per program service available at all or (b) only having such service provided upon the subscriber providing a security number selected by an adult representative of the subscriber. 5. Notification: Company shall provide written information on at least each of the following matters (a) at the time of installation or reinstallation of service, (b) annually to all subscribers, and (c) at any time upon request of a subscriber or the City. The information shall be dated with the printing, revision, or effective date. 5.1 Products and services offered. 5.2 Prices (rates) and options for Cable Services and conditions of subscription to Cable Service. Prices shall include those for programming, equipment rental, program guides, installation, disconnection, processing charges for late payment and other fees charged by Company. 5.3 Installation and service maintenance policies. 5.4 Instructions on how to use Cable Services, including procedures and options for pay per view, premium channels and connection to a VCR. 5.5 Channel positions of programming carried on the cable ,system, including a listing specific to the City showing the channel names and numbers actually available to subscribers in the City. 5.6 Billing and complaint procedures with a notice for the subscriber to initially contact Company with complaints and questions. 5.7 Applicable privacy requirements as set forth in the Franchise or provided for by law. 20 1�-31 5.8 The availability of lockout devices and the ability to have a channel entirely blocked or trapped (Section 3.1). 5.9 The refunds and free service available for violations of Sections 10 and 12 and how to obtain same. 5.10 The procedure for resolving signal quality problems set forth in Section 20.2. 6. Notice of Changes: Subscribers and the City shall be notified of any changes in rates, Cable Services or channel positions as soon as possible through announcements on the cable system or in writing. Company will notify City in advance of notifying subscribers and will make every effort to notify City forth -five (45) days in advance of a change. Unless a longer time period is required by applicable law or regulation, notice must be given to subscribers a minimum of thirty (30) days in advance of such changes if the change is w iiiuil uic Iuairui Ui C oalpaiiy and as soon as possible if not within the control of Company. In addition, Company shall notify subscribers and the City thirty (30) days in advance of any significant changes in the matters covered by the preceding Section 5. Notifications provided pursuant to this Section shall be dated with the printing, revision or effective date. 7. Telephone Service Standards: 7.1 Company shall have a local or toll -free telephone number available for use by subscribers toll -free twenty-four (24) hours per day, seven (7) days per week. 7.2 The local or toll -free numbers shall be listed, with appropriate explanations, in the directory published by each local telephone company and in any significant directories published by others. 7.3 Trained Company Representatives shall be available to respond to subscriber telephone inquiries twenty-four (24) hours per day, seven (7) days per week. 7.3.1 As to video service matters, the term "Trained Company Representatives" shall mean employees of Company who have the authority and capability while speaking with a subscriber to, 21 16-31 P] among other things, answer billing questions, adjust bills, and (awe, schedule service and installation calls. 7.4 Under Normal Operating Conditions, telephone answer time by a Trained Company Representative, including wait time, shall not exceed thirty (30) seconds from when the connection is made. If the call needs to be transferred, the time to complete the transfer time shall not exceed thirty (30) seconds. These standards shall be met no less than ninety percent (90%) of the time under Normal Operating Conditions, measured on a quarterly basis. 7.5 Under Normal Operating Conditions, the subscriber shall receive a busy signal less than three percent (3%) of the time, measured on a quarterly basis. 8. Office/Home Deliverv-Pick Up: 8.1 Company shall maintain a "virtual office" Nvithin the City consisting of (a) a toll -free telephone number which all subscribers in the City can access twenty-four (24) hours per day, seven (7) days per week to register complaints or ask questions concerning Cable Service, billing (600, matters or the cable system, (b) one or more conveniently located bill payment offices within the City (unless no location within the City is available) where subscribers can pay their bills, and (c) delivery and pickup by Company of converter boxes, remotes and similar Company - provided customer premises equipment at no charge to subscribers (excluding customer initiated disconnects). 9. Installation Standards: Under Normal Operating Conditions, installations located up to one hundred fifty (150) aerial feet from the existing distribution cable system shall be performed within seven (7) business days after an order has been placed no less than ninety-five percent (95%) of the time, measured on a quarterly basis. 10. Installations/Service Calls: The following shall apply to subscribers (current or new) requesting installations or service: -lb-33 10.1 Installations and service. calls shall be available at a minimum from 8 AM to 7 PM Monday through Saturday. Company shall at the subscriber's option either (1) schedule the subscriber to be the first call of the day or last call of the day on a first come, first served basis, (2) schedule the appointment for a date certain on a "call to meet" basis where as the service technician finishes his/her prior task, the technician calls the subscriber and arranges to meet the subscriber shortly thereafter, or (3) establish an appointment window of no more than three (3) hours with the subscriber (or adult representative of the subscriber) or another appointment window mutually agreed upon between the subscriber and Company. 10.2 Company shall respond to the request for service in accordance with the option selected by the subscriber. 10.3 Company shall not cancel an appointment with a subscriber after 5 PM on the bUalncaa uay 1iiii�i lV 111Ci JVtt%.ttut\.0 uj-Jt.:,:t,t.tt.,.tt. 10.4 If Company's technician is running late for an appointment with a subscriber and will not be able to keep the appointment as scheduled, the subscriber shall promptly be contacted. The appointment shah be rescheduled, as necessary, at a time which is convenient for the subscriber. 10.5 In the event access to the subscriber's premises is not made available to Company's technician when the technician arrives during the established appointment window, the technician shall leave written notification stating the time of arrival and requesting that Company be contacted again to establish a new appointment window. 10.6 Notwithstanding the foregoing, if Company's technician or service representative telephones the subscriber during or prior to the appointment window and is advised that the technician will not be criven access to the subscriber's premises during the appointment window, then the technician shall not be obliged to travel to the subscriber's premises or to leave the written notification referred to above, and the burden shall again be upon the subscriber (or adult representative of the subscriber) to contact Company to arrange for a new appointment. 10.7 Except as otherwise provided above, Company shall be deemed to have responded to a service or installation request under the provisions of 23 -16-34 this section when a technician arrives at the service location or is (aw, advised by telephone no access will be given. 10.8 Company's service technician or service representative shall take adequate time on each service call to address or correct the problem in question. 10.9 In the event that Company ceases to provide the NCTA On -Time Customer Service Guarantee (Exhibit B 1) a violation by Company of the provisions of this Section 10 shall automatically entitle the subscriber to one month of free basic service and (if currently purchased by the subscriber) one month of free cable programming service (as defined in 47 C.F.R. § 76.901). 10.10 Under Normal Operating Conditions, Company shall meet the standards of Section 10.1 through 10.3 no less than ninety-five percent 11. Service Call Charges,: No charge shall be made to the subscriber for any service call relating to Company owned and Company maintained equipment after fne initial instaiiation of Cabie Service uniess the problem giving rise to the service request can be demonstrated by Company to have been: 11.1 Caused by negligence or malicious destruction of cable equipment by the subscriber, or 11.2 A problem established as having been non -cable in origin. 12. Service Interruptions: 12.1 Under Normal Operating Conditions, Company shall meet the standards of Sections 12.2 and 12.4 no less than ninety-five percent (95%) of the time measured on a quarterly basis. 12.2 Under Normal Operating Conditions, Company shall begin working on a Service Interruption promptly and in no event later than twenty-four (24) hours after the interruption becomes known to Company. 12.3 "Service Interruption" means the loss of picture or sound on one or (Moe more cable channels, affecting one or more subscribers. 24 -76-35 12.4 Under Normal Operating Conditions, Company shall begin working on Ij subscribber complaints involving impairment or degradation of signal quality (other than a Service Interruption) promptly and in no event later than the next business day after the problem becomes known to Company. 12.5 Company shall be deemed to have begun work under the provisions of this section when a technician arrives at the service location. 12.6 Company shall provide affected subscribers, upon request by the City or the subscriber, with one day's free service (equivalent to the service they were receiving at the time of the interruption) for each day or portion thereof of Service Interruption. 13. Log of Complaints: Company shall maintain a written log, or an equivalent stored in computer memory and capable of access and reproduction in printed form, of a random sampling of all cable -related customer Complaints within the City that are referred to Company's Customer Care Group. Such log shall be in form and substance acceptable to the City and at minimum list the date and time of each such Complaint, identify the customer to the extent allowed by law, and describe the nature of the Complaint and when and what actions were taken by Company in response thereto. The log shall be organized by City. The log shall be kept at Company's office in or near the City for a period of at least two (2) years and shall be available for inspection during regular business hours by the City upon request. 14. Bills: Company shall comply with the following on Cable Service billing: 14.1 Bills shall be issued monthly to each subscriber with a balance due or change of service. 14.2 Bills shall be clear, concise and understandable. Bills shall be fully itemized, with itemizations including, but not limited to, basic service, cable programming service, premium service charges and equipment charges. Bills shall also clearly delineate all activity during the billing period, including optional charges, rebates, credits, and late charges. 14.3 Each bill shall prominently display Company's local or toll -free telephone numbers available for use by subscribers. If a bill has more than one portion (for example, one portion that is kept by the customer and one portion that is sent to Company) the numbers shall prominently 25 1 D-3W appear on the front side of the portion of the bill retained by the (aw customer. 14.4 Company shall respond in writing to all written complaints from subscribers regarding billing matters within thirty (30) days. 14.5 Company shall not disconnect a subscriber for failure to pay legitimately contested charges during a billing dispute. However, during a billing dispute Company may disconnect a subscriber for failure to pay charges that are not contested. 14.6 The City shall be given thirty (30) days advance notice of any change in the format of bills. 15. Refunds and Credits: Refund checks for Cable Service shall be issued promptly, but no later than either: 15.1 The subscriber's next billing cycle following resolution of the request or thirty (30) days, whichever is earlier, or 15.2 If service is terminated, 30 days after return of eduipmeni UWllcu by Company or at the time of the next billing cycle, whichever is earlier. 15.3 Credits for Cable Service shall be issued no later than the subscriber's next billing cycle following a determination that a credit is warranted. 16. Late Payment for Cable Service 16.1 Each bill shall specify on its face in a fashion emphasizing same (such as bold face type, underlined type or a larger font): "For payments received after [date] a $ processing fee for late payment may be charged." 16.2 No processing fees for late payment, however denominated, shall be added to a subscriber's bill less than twenty-one (21) calendar days after the mailing of the bill to the subscriber. 16.3 No processing fees for late payment, however denominated, shall be added to a subscriber's bill by reason of delay in payment other than those described in this Section 16. All such charges shall be separately stated on the subscriber's bill and include the word "late" in the description of them. 26 7 b-3-7 16.4 There have been negotiations in connection with this Acceptance Agreement regarding the appropriate amount of fees that may be charged for late payment. The parties have agreed to withdraw this issue from consideration without prejudice to any claims and defenses. 17. Disconnection 17.1 Company shall not disconnect a subscriber for failure to pay until at least forty-five (45) days have elapsed after the due date for payment of the subscriber's bill and Company has provided at least ten (10) days written notice separate from the monthly bill to the subscriber prior to disconnection, specifying the effective date after which Cable Services are subject to disconnection. 17.2 Company may disconnect a subscriber at any time if Company in good � t_ t. .t• .t. _. mot. - --t----=�- -- �--- ' iiii ucucvc� tiin< <1ic auv��iivci 11 'as tampered with or abused Company's equipment, that there is a signal leakage problem (or other non-compliance with FCC rules or other standards which poses a risk to lives or property) on the subscriber's premises, or that the subscriber is or may be engaged in the theft of Cable Services. 17.3 Company shall promptly disconnect any subscriber who so requests disconnection. No period of notice prior to requested termination of service shall be required of subscribers by Company. No charge shall be imposed upon the subscriber for or related to disconnection or for any Cable Service delivered after the effective date of the disconnect request (unless there is a delay in returning Company equipment). If the subscriber fails to specify an effective date for disconnection, the effective date shall be deemed to be the day following the date the disconnect request is received by Company provided that Company equipment has been returned. 17.4 The term "disconnect" shall include customers who elect to cease receiving Cable Service from Company and to receive Cable Service or other multi -channel video service from another person or entity. 18. Truth In Advertising: Company's bills, advertising and communications to its current or potential subscribers shall be truthful and shall not contain any false or misleading statement. For the purposes of the preceding, a statement is false or misleading if it contains an untrue statement of any material fact or omits to state a material fact necessary in order to make the statements made, 27 7b20 . 70 P] R Ic m the light of the circumstances under which they were made, not misleading. (Wol 19. Rem: Company shall provide reports to the City monthly (by the 15th business day of the following month) and quarterly (by the 15th business day of the following quarter) as follows: 19.1 The reports shall include the following forms currently used by Charter or otherwise in form and substance acceptable to the City, showing on a consistent basis, fairly applied, Company's compliance with customer service standards. 19.1.1 System Statistics Report, Exhibit B2, which covers customer service matters. 19.1.2 Monthly Report of Service Calls by Reason, Exhibit B3, which shall include an explanation of the categories of reported reasons. 19.1.3 Monthly Outage Summary by Franchise, Exhibit B4. 1 ^>. l . `Monthly Service Call Availability Analysis and Installation Call ,, Availability Analysis, Exhibit B5. 19.1.5 Monthly Customer Call Sample Report, Exhibit B6, both by City and on an overall basis, showing the results of a random sampling of customer complaints referred to Company's Customer Care Group. 19.1.6 Monthly Call Center Performance Report, Exhibit B7 (excluding the 2% "assumed" adjustment). 19.2 Such reports shall show Company's performance excluding periods that were not Normal Operating Conditions ("Abnormal Operating Conditions") and if Company contends any such conditions occurred during the period in question, it shall also describe the nature and extent of Abnormal Operating Conditions and show Company's performance both including and excluding the time periods Company contends such conditions were in effect. 19.3 At the City's request Company will provide additional information and existing reports reasonably related to the measurement and evaluation lb-3q 28 of Company's compliance with the customer service requirements of the Franchise, the Acceptance Agreement, and this Exhibit B. 19.4 Reports of installations/service calls (Section 10) and service interruptions (Section 12) shall report matters occurring within the City. Telephone reports may be for a larger area than the City if Company can demonstrate that it is, in fact, representative of the phone service provided within the City, such as where a call center receives calls from numerous municipalities with no ability to distinguish between or give preference to calls from one area or City over another. 19.5 The City, by itself or in combination with other municipalities, reserves the right to audit Company (or any Affiliate of Company) to verify the accuracy of the reports required under this Section 19. All records (including those of Affiliates) reasonably necessary to conduct the audit shall be made available at a convenient location in the Fort Worth area. If the audit discloses performance ihat is inree (3) pCr1.c11ia6C puiiiw worse than any of the standards of the referenced sections (such as compliance 92% of the time versus 95% of the time) Company shall pay the City's costs in connection with the audit within thirty (30) days of submission of an invoice. 20. FCC Technical Standards: The following shall apply to Company's implementation of and compliance with the rules and regulations relating to cable television technical standards for signal quality, currently set forth at 47 C.F.R. § 76.601 and following, and subsequent amendments thereto: 20.1 Company shall notify the City in advance of testing for compliance with FCC standards. The City may have a representative present to observe such tests and may designate one location to be tested. Company shall provide the City with a report of testing for compliance with such standards upon written request (but not more than twice a year). Such report to City shall state, in pertinent part, that the person doing the testing has reviewed the applicable rules and regulations of the FCC, the industry standards and other materials referenced therein, and that such testing was done fairly and either shows full compliance with such rules and regulations or sets forth with specificity and in detail all areas of non-compliance, their actual or likely scope and causes, and Company's professional recommendation of the best corrective measures to immediately and permanently correct the non- compliance. 7[- 4o 29 20.2 Company shall establish the following procedure for resolving (40.1 complaints from subscribers about the quality of the television signal delivered to them: All complaints shall go initially to Company. All matters not resolved by Company shall at Company's or the subscriber's option be referred to the City for it to resolve. All matters not resolved by the City may be referred to the FCC for it to resolve. 20.3 The City at its expense (no more than twice per year, barring unusual circumstances) upon thirty (30) days written notice to Company may test the cable system for compliance with the FCC technical standards. Company shall cooperate in such tests and provide access to the cable system. Company shall reimburse the City for the full expense of any test which shows a material non-compliance with such standards. 21. Liquidated Damages Telephone Service Installation Service Calls: Company acknowledges that non-compliance with the customer service standards identified above will harm subscribers and the Citv and the amounts of actual damages will be difficult or impossible to ascertain. For the second calendar quarter of 1999 and thereafter, the City may therefore assess the following liquidated damages against Company for non-compliance with the (600" V U.1LV lLLVL JVL I LVV J�MLLVYL UJ JV• Lu v •••', '7 -� � � �� -� 10.3, 10.10, 12.1, 12.2 and 12.4 (measured on a quarterly basis). Company acknowledges that the liquidated damages set forth below are a reasonable approximation of actual damages and that this Section 21 is intended to provide compensation and is not a penalty. 21.1 Telephone Standards. The damages for non-compliance with one or more of the standards in Sections 7.3, 7.4 and 7.5 during a calendar quarter are: 21.1.1 First non-compliance: $1.00 per subscriber. 21.1.2 Second non-compliance within three (3) consecutive calendar quarters: S2.00 per subscriber. 21.1.3 Third non-compliance within six (6) consecutive calendar quarters and (subject to Section 21.4) each subsequent non- compliance: $3.00 per subscriber. 21.2 Service and Installation Standards. The damages for non-compliance with one or more of the standards in Sections 9, 10.1, 10.2, 10.3, 10.10, 12.1, 12.2 and 12.4 during a calendar quarter are: 30 �� 4.1 21.2.1 First non-compliance: S 1.00 per subscriber. 21.2.2 Second non-compliance within three (3) consecutive calendar quarters: $2.00 per subscriber. 21.2.3 Third non-compliance within six (6) consecutive calendar quarters and (subject to Section 21.4) each subsequent non- compliance: $3.00 per subscriber. 21.3 Minimums. The liquidated damages for the first and each subsequent non-compliance under Section 21.1 or Section 21.2 shall be no less than $5,000, unless modified as provided in Section 21.4. 21.4 Effect of Extended Periods of Compliance. If Company complies with all of the standards identified in Sections 21.1 and 21.2 for eight consecutive calendar quarters, the damages for the first subsequent non- compliance with any of those standards will be the greater of 250 per subscriber or $3,000. 21.4.1 Following such a non-compliance the damages provided in Sections 2 1. 1 and 21.2 will again be applicable so that the next t non-compliance within four (4) consecutive calendar quarters will be subject to Sections 21.1.2 and/or 21.2.2. 21.5 An event of non-compliance will be taken into account in determining whether a later event of non-compliance is a second, third or subsequent event without regard to whether City has assessed liquidated damages or taken any other action with respect to the non- compliance. 21.6 Company shall report the number of subscribers within the City on the last day of the quarter by the 15th business day of the following quarter. 22. Liquidated Damages - Other: 22.1 Liquidated damages in the amount set forth in Section 21.1.1 (but not less than the amount set forth in Section 21.3) may be assessed for failure to timely submit the quarterly reports required by Section 19. P1 31 7 4Z- 22.2 Liquidated damages may be assessed for violation of the provision of (60.1 Section 26.4 for submission of reports within five (5) business days in the amount of S1,000 per day. 23. Procedure for Assessment of Liquidated Damages: The procedure for consideration and assessment of liquidated damages is as follows: 23.1 Liquidated damages shall be assessed by the City Manager or his or her designee. 23.2 Company may obtain a review of the assessment by the City Council by making a written request within ten (10) business days after receipt of notice in writing of the assessment and its basis. 23.3 Company shall have an opportunity to be heard at a meeting of the City Council or by a person designated by the Council as a hearing officer prior to action being taken by the Council. 23.4 The City Council may adopt additional procedures, including appointment of a City official or other person to act as a hearing officer. The Council's decision may be based upon the record of proceedings conducted by the hearing officer or a proposal for decision submitted by the hearing officer. 24. Payment of Liquidated Damages: Liquidated damages shall be paid on or before the tenth ( 10th) business day following assessment or, if Company requests review by the City Council, on or before the tenth (loth) business day following issuance of the Council's decision. 25. Ombudsman: Company will provide a senior employee (at the Vice President or Director level) as director of government affairs and ombudsman reporting directly to a regional vice president of CC Holdings. The director of government affairs will have responsibility for working with the City and other cities in the area to address problems that may arise under the Franchise and shall be Company's ombudsman for both the City and subscribers. Company will give the City an opportunity to comment on the detailed job description of the director of government affairs before the position is filled. 26. City Liaison: Company shall continue to provide problem solving liaison services for the City of the type being provided to the City of Fort Worth by Charter's Customer Care Group in the Fall of 1998. The purpose of this service is to provide the City with direct access to supervisory level personnel 32 b- 4.3 who can obtain prompt action on customer service problems referred by the City to Company. This service shall include at least the following: 26.1 The personnel providing the service shall be located in Tarrant County. 26.2 The personnel providing the service shall have sufficient authority and access to Company facilities and personnel in order to investigate and take appropriate remedial action without delay. 26.3 The City shall be given a special direct phone number to use (which may also be used by other cities, but which will not be made available to the general public) which will generally during normal business hours be answered by a live person and will provide immediate access to a person having the authority specified in the preceding section. 26.4 Company shall investigate (including an attempt to contact the cidicrriNPr) and rPcnnnd to the City nn Parh ra.11. fax or written - - -i -c - - complaint or request by the end of the next business day and shall provide a written report within five (5) business days. 20.3 Culilpduy Jildli glvc ulc l by iitiucc ill wiitiiie, vi i.iiaiirca ill i,ic Kej% contact personnel or material changes in procedures involved in providing this service. 27. Definitions: For the purposes of this Exhibit B, the following definitions shall apply: 27.1 Cable Administrator means the person designated by City as having principle responsibility for cable matters. 27.2 Complaint means a telephone call or written communication from a customer notifying Company of a problem relating to Company's billing or billing practices, Company's equipment, picture quality, failure to receive one or more channels, a change in Company's practice or policy, Company advertising or other business practice, the conduct of a Company employee or contractor, or the failure of Company or a service representative to comply with customer service regulations. 27.3 Normal Operating Conditions means those service conditions which are within the control of Company. Those conditions which are not within the control of Company include, but are not limited to, natural disasters, 33 44 I q- civil disturbances, power outages, telephone network outages, and severe or unusual weather conditions. Those conditions which M within the control of Company include, but are not limited to, special promotions, pay -per -view events, rate increases, regular or seasonal demand periods, changes in the billing cycle, changes in the form of bills and other billing matters, changes in channel lineups or services that are within Company's control, and repairs, rebuilds, maintenance and upgrade of the cable system including computer software and hardware. 27.3.1 Y2K. Y2K problems involving systems of Company, CC Holdings, Vulcan, Charter or Affiliates of any of them are not within the control of Company for purposes of measuring compliance with customer service standards during the period January 1, 2000 through and including January 14, 2000 but are within the control of Company before and after that period of UiIW. 27.3.2 Labor Disputes. Employee strikes, slowdowns and walkouts of less than 30 days duration are not within the control of Company. 34 " b-45 I1: : . T-A_j iO: Is" On -Time Customer Service Guarantee Program Our On -Time Customer Service Guarantee Program underscores our commitment to providing our customers with the best service possible. T_ h_ is program is not about refunds; it is about making customer service a top priority. Simply stated, we pledge the following: On -time installation appointments or the installation of the primary outlet is free ✓ On -time service appointments or the customer receives S20 35 / J-44 PI PI PI 0 1:0.44: y System Statistics for Third Quarter 1999 city, Homes Passed 11,719 Custo men 4,937 Penetration 42% installations 400 Disconnects 382 ,Net Gain 18 Technical Perforrra.ace Technical Service Calls 124 Technical Service Call Rate 2.5% Service Interruption Response < 24 firs. 98.7% Service Call Availability for Next business Ua `96.5% Installation Schedules <7 days 99.010,6 System Reliability 99.927% Telephone Performance Calls Received 110,000 Calls Answered < 30 seconds 101,000 Percent e answered <30 seconds (unadjust4 91.8% Percentage answered <30 seconds adjust * 93.7% Reasons for adjustment - ice storm - City power outage 12/17/98 12/25/98 Calls to City Referred to Charter 10 On -'rime Performance - Service calls - 95 o next business day - installations - 95% within 7 business days 99.8% 98.7% - Service disruption - 95% within 24 hours Trained Company Representative available to respond to telephone inquiries 24 hrs/day, 7 days/week (we Percentage calls receiving busy signal Total outages reported * Adjustments are for Abnormal Operating Conditions as defined in Sections 19.3 and 27.3 of Exhibit B. Acceptance Agreement. 36 - �� v v 0 a4z �o QI'D U� U r ` 1 IIBIT B3 PI PC A A EXHIBIT B4 Page I of 2 IXTE f -4x• --r, -C I' I T z Io!e ouoain -RiI lk.llL •1zlids:�E 's Z. •Z , 21 , a v V >.3vrxrrrtrI-=MrrrrMX r-2t rIz?rKmm:334rtmT XtM.. Mz t!-!! t! t! �-.t! rs 2 "Hizzai 2 QiM a i '06,90. C. w I ' Ikt Nt C v-s n 91i —W.. A 1;1 Z-3 r.. -1 m T m W 7- 2,11: �=Mn �O 0 'Z A > E. -8. -gErg H u .-011 7- -0 r . - - - 2 2r 0* cc His 0. 1*4 2z -5,0 .0 mv I F. F:,* �i T c 0 SIR r. i i0w-, I p2 = 3c Off.- t 2c lot 91.3 -76-4q a EYMIT B4 Page 2 of 2 SI;. I I � I I � (�ii III ,l -.4 zi; Al 1", 3. r' y _•`•\ \.\•\ b tis -z NO e w ` ` � a ` M tw7u �. �i Y, -Ail . 1! 8 N WINb t V-W—nm -Kim r milm, rx rt r r 3Er>r R x r Mir Sli S i — Z5 - j RR :9 fle .1 F4440 1qA 3:.x Z 0. IN C'm �,3 H:V! r I. li it, VLIl ii--� viiiiig-g. ..-17 10 e c", m1 r. "Pt I 4 1 � ip; I i ; i i� 1 39 E w F EXHIBIT B5 Page I of 2 Service CalLAYsilabitity Analysis Month of I Date North - South South Availability Ay*labilitY Trophy Club 01/01/99 0 0- 01102199 0 0 0 01103/99 0 0 0 01AAM 0 0 0 01/05199 1 1 1 01/06/99 0 0 0 01 J07/99 1 0 1 01 /08/99 0 1 1 01/09/99 0 0 0 01/10199 0 0 0 01/11/99 0 0 0 01112199 1 0 0 01/13/99 1 0 0 v40 ».J! a V 01/15/99 0 0 0 01/16199 0 0 0 01/17/49 0 0 0 01/18199 0 0 0 01119/99 1 0 0 01 /20/99 0 0 0 01121/99 0 1 0 01/22199 0 0 1 01/23/99 0 0 0 01/24/99 0 0 0 01/25/99 0 0 0 01/26199 1 0 0 01/27/99 1 0 0 01 /28M 0 1 0 01/29/99 0 0 O 01/30/99 0 0 O 01/31/99 0 0 0 Total 8 -- 4 - 4 Standard 954E 95% 95 Standard Met? YES - YES-- (4w 0 = SANM DAY < 12 Hrs 1 = Next Day 2 = Two Days Out EXHIBIT B5 Page 2 of 2 InffUd axian AvallabkUty Analysis Month of Ia glill Date Availability - _. _� E: 01/01/99 0 O1/02A9 0 01/03/99 1 OU04199 0 01/0S/99 1 O110"9 0 01107, 99 0 01108/99 0 o l/09/99 0 01/10199 0 O1/l 1199 0 01/12M 0 01/I 3/99 0 01/14/99 0 01/15/99 0 01/ 16/99 0 01/17/99 0 01 /18/99 0 ! 0I/19199 0 O1l20f49 0 01/21M O Ol/22/99 0 O V23/99 0 01/24/99 0 0 U25/99 0 O1/26199 0 Ol /27/99 0 01/2&99 0 01 /29/99 1 01/30/99 1 01/31/99 0 Total 4 Standard 95% Standard htet 7y 0 - SAME DAY < 12 Hrs 1 = Ncxt Day 2 = Two Days Out 41 l �5� 0 A 1:04:11-0.3v : • Customer Call Sample - January Calls Sampled 111 ! - Caq "Numb of Percentage Rebuild 13 11.7% Drop Eknies 6 4.6% Technical 35 31.5% Recel3don 3 2.7% Propov Damage 7 6.3% Pay Pet Yew 3 2.7% Cooecti= 4 3.e% Conghuction B 7.2Y.6 1Programming 4 3.60,6 10HOme 2 1.8% Installation 1 0.9% Pedistal Problem 1 0.9% LCuatomer Education _ _ 1 .. ._ 0•9% 42 EXHIBIT B7 43 F 9 P] 7 Schedule 8.1.1 Character Generators Company will provide Character Generators (CGs) as set forth below in accordance with specifications provided by each City. Each City will reimburse Company for the amount by which the cost of each CG exceeds $3,570. If the Cities agree on a different number of CGs, Company's share of the cost of each CG will be calculated by dividing the total number of CGs into $75,000. City Number of Character Generators Benbrook 0 Burleson 3 Crowley 1 Denton 0 Duncanville 2 Edgecliff Village I Fverman 1 orest Hill 1 Fort Worth 0 Haltom City 0 Hurst 0 Keller I Kennedale I Lake Worth 2 Mansfield 1 North Richland Hills 3 Saginaw 1 Southlake 1 Watauga 1 White Settlement401� 1 otal 21 44 1 6- 55 ::ODMA\PCDOCS%GRR\26204911 45 -7 t3.45(o F PI SOUTHLAKE AGREEMENT Paul G. Allen, as transferee of ultimate control of Marcus Cable Associates, L.L.C., makes the following agreement for the purpose of accepting an ordinance of the City of Southlake ("City") consenting to the transfer of control of the cable television franchise in the City and the restructuring described in an Acceptance Agreement dated , 1999. Capitalized words and phrases in this Agreement have the meaning set forth in the Acceptance Agreement. 1. Covenants Binding. The promises, covenants, and conditions contained herein inure to the benefit of the City and are binding on Allen. 2. Acknowledgment: Allen acknowledges that the transfer of control and Ir . 1 L VJu uVLL•L 111� ui �. �.nri�.JJly J1jUV1�1111L11Ci to and will not affect the binding nature of the Franchise and the obligations provided therein, and that the consent of the City to the Transaction does not constitute a waiver or release of any rights of the City. 3. Reliance: Allen acknowledges that the City has consented to the Transaction in reliance upon the representations, documents and information provided by Company, Charter, Vulcan and Allen, all of which are incorporated herein by reference. 4. A1leaed Prior Defaults. Allen agrees that he will not contend directly or indirectly that any defaults or failures to comply with the franchise or other matters set forth in 47 USC § 546(c)(1)(A) (Communications Act of 1934, Section 626(c)(1)(A) (collectively "Defaults") which may have occurred prior to the Transaction are waived, including but not limited to the following: 4.1. The ability of the City to obtain redress for alleged prior Defaults, such as recovery of any underpayment of franchise fees or obtain refunds for periods prior to the Transaction. 4.2. The ability of the City to enforce in the future any Franchise terms which may not have been enforced in the past. A 4.3. The ability of the City to consider alleged Defaults occurring prior to the Transaction in connection with any renewal or nonrenewal of the Franchise. 4.4. This Section 4 is without prejudice to Company contending that an alleged default or failure to comply either did not occur or has been cured. 5. Continuity of Management Allen acknowledges that (a) at the time of submission of the Form 394 subscribers residing in the City were experiencing serious and on -going deficiencies in service, (b) the provisions of Exhibit B are in response to these problems, and (c) the City is approving the Transaction and the transfer of control in reliance on the actions taken by Allen and Charter in the interim to improve customer service and in the expectation of continuity of Charter's management to assure that the problems will not recur. Allen has caused the City to be informed that he intends to keep the present Charter management team in place. 5.1. Allen agrees that if there is any substantial change in Charter's senior management prior to December 31, 2001, then (a) Allen or William D. Savoy, and (b) a top officer of Charter, upon request, will appear in person in a public forum in Tarrant County, Texas (to be held jointly with other cities with whom Allen has made a similar agreement) in advance of the change for the purpose of explaining the change and answering questions. "Substantial change" for purposes of this Section means a change of the CEO of Charter or the senior executive reporting to him or her who is responsible for the systems in Texas managed by Charter. Date: Paul G. Allen :ODM TCDOCS'GRR`2620-6' 1 PI City of Southlake, Texas Case No: ZA 99-026 PLAT REVIEW SUMMARY Review No: One Date of Review: 3/12/99 Project Name: Revised Preliminary Plat - Lots 1 and 2 Block 10 and Lots 1 & 2 Block 11Southlake Town Square. being a proposed revision to Blocks 10 and 11 of the Approved Preliminary Plat of Southlake Town Square beiniz approximately 12 acres out of the Richard Eads Survey Abst No 481 APPLICANT: Cooper & Stebbins. LP 1721 E. Southlake Boulevard Southlake. Texas 76092 Phone: 817)329-8400 Fax : (817) 251-8717 Attn: Frank Bliss - SURVEYOR: Walter P. Moore & Assoc. 3131 Eastside. Second Floor Houston. Texas 77098-191 Phone : (713) 630-7300 Fax 713)630-7396 CITY STAFF HAS REVIEWED THE ABOVE REFERENCED PROJECT RECEIVED BY THE CITY ON 3/01/99 AND WE OFFER THE FOLLOWING STIPULATIONS. THESE STIPULATIONS ARE HEREBY MADE CONDITIONS OF PLAT APPROVAL UNLESS SPECIFICALLY AMENDED BY THE CITY COUNCIL. IF YOU HAVE ANY QUESTIONS OR NEED FURTHER CLARIFICATION, PLEASE CONTACT DENNIS KILLOUGH AT (817) 481-5581, EXT. 787. Place the City case number "ZA 99-26" in the lower right-hand corner of the plat. 2. Correct the POB label on the face of the plat to match the written description. 3. Correct the written and graphic metes and bounds to match the proposed revision boundary. The boundary should include all of the revised block and any adjacent rights -of -way which are proposed for changed. Bold the revision boundary and lighten the lines for areas not being revised. Correct all acreage references to match. 4. The following changes are needed with regard to adjacent properties within 200' to include properties across any adjacent R.O.W.: a. Show and label the name of the record owner & corresponding deed record (volume & page) (Denton Co. may use clerk file number) for all unplatted tracts. b. Show and label lot & block numbers, street names, and existing easements, and subdivision name and plat record (volume & page) (or cabinet & slide, or cabinet & page) for all platted properties. C. Correct the Land Use Designations for properties shown as "Mixed Use" across Carroll Avenue to ""Office Commercial". Change the "Public Access Easement" to "Common Access Easement". The easement should be 2 feet wider and centered over the approved driveway location. Clearly show all intended lot lines. Provide a unique lot number for each lot within a block. Lot 2, Block 10 and Lot 2, Block 11 and the remaining portion of Block 11 are missing a lot lines. L:\COMEV\WP-FILBS\RBV\99\99026PP1.WPD Page. 1 City of Southlake, Texas 7. Provide building setback lines along adjacent rights -of -way in compliance with approved development regulations for this site. 8. The following changes are needed regarding Right -of -Way dedications and interior street geometry: a. Work with staff to reconfigure the intersection of State Street and Reserve Street. b. Section 5.03E of the subdivision ordinance appears to recommend spacing standards for streets intersecting arterials greater than the proposed spacing shown on this plat. It is believed by staff that this requirement was intended to address multiple residential streets accessing arterial and did not contemplate the spacing of blocks in a commercial downtown setting. C. Change the street name Post Avenue. A similar name already exists. 9. Provide a quantitative land use schedule in accordance with the following format: Quantitative Land Use Schedule Phase LUD Existing Proposed Number of Gross Net Acreage Open Space Zoning Zoning Lots Blocks Acreage Area / % 2 Mixed Use C-3 S-P-1 & C- 7/2 ?? ?? ?? 3 It appears that a portion of this property lies within the 65 'LDN D/FW Regional Airport Overlay Zone which may require construction standards that meet requirements of the Airport Compatible Land Use Zoning Ordinance No. 479 and execution of the "Avigation Easement and Release" shown in Appendix 3 of the Subdivision Ordinance No. 483 on subsequent Plats to be filed in the County Plat Records. After approval of a final plat for this development, a Developers Agreement is required prior to construction of any public infrastructure. The Developer's Agreement for this addition should consider streets, drainage, park dedication requirements and fees, off -site sewer extensions, off -site drainage and utility easements and impact fees. The applicant should be aware that new submittals for the next scheduled meeting must be received at the City by 5:00 PM on 3/29/99 If not received by that time, no review will be prepared until the following_ submittal schedule. All 17 revised submittals must be folded 6" x 9" and an 11 " x 17" revised reduction must be provided. Denotes Informational Comment cc: Cooper & Stebbins, LP Walter P. Moore & Assoc. L:\COIMHV\NP-FILBS\MV\99\99026PP1."D Page 2 City of Southlake, Texas MEMORANDUM March 18, 1999 TO: Curtis E. Hawk, City Manager FROM: Lou Ann Heath, Director of Finance SUBJECT: Ordinance No. 739; 1' reading, Authorizing issuance of "City of Southlake, Texas Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1999, and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said Certificates. Action Requested: Approval of Ordinance No. 739 on first reading to issue certificates of obligation for capital improvement projects. Background Information: Financial Considerations: The FY1998-99 budget includes a capital projects component that provides cost estimates and projected timing of water, sewer, roadway, drainage and building improvement/construction projects. Estimated project costs for FY1998-99 are $16,647,593. Attached is a three -page summary of the projects to be funded. Resolution No. 99-04 was approved by the Council on February 16, 1999. This authorized the publication of a notice in the newspaper of the City's intent to issue certificates of obligation. The certificates are issued by adoption of an ordinance, with the 1st and 2nd readings scheduled for March 23 and April 6, respectively. A public hearing on issuing the certificates is scheduled for April 6. The City would receive funding in May. A copy of the proposed schedule of events is included. The City is issuing certificates of obligation for these projects because the projects are more than the City can fund in one year from current revenues or other sources of funds. There are a number of large water and sewer infrastructure projects in the budget that will provide and improve service throughout the City. The budget also includes improvements to neighborhood street, drainage, and continuation of the neighborhood sewer program. Part of the certificates, $7,599,918, is for street and drainage improvements, and to purchase system -wide computer equipment and software to address year 2000 issues. This will be repaid through the City's ad valorem tax rate. These certificates will not affect the FY1998- 99 $.422 tax rate, and it is the City's intent to maintain the tax rate at the same level in the future within the planning parameters of the multi -year Curtis E. Hawk Ordinance No. 739 March 18, 1999 page 2 financial plan. The portion attributable to the drainage improvements, $959,559, may be repaid with revenues from the proposed Southlake Drainage Utility System rather than property taxes. The proposed System was presented to the Council for consideration at the February 23, 1999 Special City Council Meeting. Approximately $7,009,455 is for projects that are part of the City's Impact Fee Study, and the annual debt service for this portion of the certificates will be repaid through collected impact fees. There is $2,038,220 in water and sewer neighborhood projects, which will be repaid through the City's Utility Fund. The remainder, $382,407, will be used for issuance costs as necessary, including accrued interest, 1 % underwriter's discount, and bond insurance premium, with any excess remaining after all costs have been paid to be allocated to the projects. Citizen Input/ Board Review: A Public Hearing is scheduled for April 6 with the second reading of the ordinance to issue the certificates. Legal Review: Ed Esquivel with the law firm Fulbright and Jaworski serves as the City's bond counsel, and as such has prepared the Ordinance. Alternatives: In the absence of issuing the certificates, capital projects would be funded on a pay-as-you-go basis. Budgets and the timing of projects would be prioritized based on the amount of revenue projected by fiscal year. Supporting Documents: 1999 Capital Improvement Program Schedule of Events Fiscal Year 1998-99 Capital Projects listing Ordinance No. 739 Staff Recommendation: Approval of Ordinance No. 739, 1" reading, authorizing the issuance of $17.03 million Certificates of Obligation, Series 1999. Approved for Submittal to City Council: i.ty Vana 's Office w w O H o H C7 w -i _ Fes- Co y a Z H Z CO) cr W Z W . 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M 9 City of Southlake, Texas and Sou#dake Park Development Corporation (8PDC) 1999 Capital Improvement Pr Kwm bNOMM s n C>1P ee ttnigtYlvi. Cartltireee d o"Wasrn. Series tsar IaW C".w aaw.e..res f visy Si ar d s.t*Abs •C WGbMa.r 06@PO M Srre 1"&0 rM Caoira suac.~,a" srqup A sou*Aw o caw o..d...nt Conserving" . sere 11" ta.wer tine. Sense tree Proowed Sc We of Events Cie By Day - - Event Regular SPDC Beard Mnndau SPOC Apsraves Reseleooe Declaring loundw as On4faie Project sad Calling for a Public Ha ring an fin Project (Notice aunt oe published I S days befara heermg and aflaw for a 50 �xy P,-- proccas) Pablieanon of Nonce of Public Hearing an SPOC Project Recalar CAT Council Massie City Appravu Rasebades as Anflarin P' -, ./Lass r aloe. Cardbner of Obk den.Serees IM City Approves Resolution to Astberima Noting of Lana an ban* Certificate of Obligation, Swim 199" First Publication of Notice of — to Issue �•rca= of Cbiipnon. Seri" 1999 F-xn Publication of Notice of!— to Issue Ceraticates of Obligation. Series 1999-13 Second Aubiicacon o(Nouce of bmmt to Isnte Certificates of Obixpacia Series 1999 Second Publication of Notice of lowsoo Issue Certsficates of Obligation Series 1999-B Regular City Conual Meednr 1 st Reading of Ordinance to luau Certificate of Obligation. Series 19" 1st Reading of Ordinance to Isis Certificates of Obligation, Series 1f996B Special SPDC Beard Neeoue Public Bearing on Project SPDC Apprmes Rewlatioe Aadwridug the Issuance of the Sales Tax Revesse Bends, Series 19" Signing of the Bond Purchase Agfemmt Reteler City Coeval Medbw tad Reacting of Ordbaseee to Isis Certificates of Ow"doa. Series 19" City Approves Ordinance Astboriaiq the bonaace of the Certificates of Obligation, Series 19" :od Reading of Ordinance to Issue Certificates of Obligati... Series 1f19-8 City Approves Ordinance Astherosg the Lance.( the Certificates of Obligadou. Series 1"96.3 Ciry Approves Resoludes Apps o- the iaravinp of lip — - SPOC Saks Tax Revenue Benda, Swaim 19" Signing of the Ceraficate Purchase Agreements 9-Apt-99 Fnd.y Aaomey Caural Approves Cerafcates and Bood Sales 27-Apr-99 Tuesday 4-May-99 Teesdry Closing of Debt Issues and Delivery of Nero Mawy Fmdt to City and SPOC 04MM seas inieao irse Cky Council and SPDC Beard aetioe. PS Sauieun Coasesy Q 2S-hs-99y 14-Feb-99 Sesday 16-Feb-" Touaday I e-Feb-99 r-od" 25_Feb-99 Tbeffsday 16-MW-99 Tessday 6-Apr-99 Tuesday 1 -ir NSO!. of N X-4 ORDINANCE NO. AN ORDINANCE authorizing the issuance of "CITY OF SOUTHLAKE, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1999"; specifying the terms and features of said certificates; providing for the payment of said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City and a limited pledge of the net revenues from the operation of the City's Waterworks and Sewer System; and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said Certificates, including the approval and execution of a Paying Agent/Registrar Agreement and a Purchase Contract and the approval and distribution of an Official Statement; and providing an effective date. WHEREAS, notice of the City Council's intention to issue certificates of obligation in the maximum principal amount of $17,030,000 for the purposes of paying contractual obligations to be incurred for (a) the construction of public works, to wit: (i) improvements and extensions to water and sewer facilities, (ii) street improvements, including land and rights -of -way acquisition, incidental drainage and traffic signalization, (iii) drainage improvements, including the purchase of land and rights -of -way, and (iv) improvements and repairs to the City's storage and administrative facilities for the public works department, (b) the purchase of technology equipment and software for city facilities and departments and for the purchase of water and sewer utility lines, and (c) professional services rendered in relation to such projects and the financing thereof, has been duly published in The Fort Worth Star Telegram, a newspaper hereby found and determined to be of general circulation in the City of Southlake, Texas, on _ , 1999 and , 1999, the date the first publication of such notice being not less than fifteen (15) days prior to the tentative date stated therein for the second reading and final passage of the ordinance authorizing the issuance of such certificates; and WHEREAS, no petition protesting the issuance of the certificates of obligation and bearing valid petition signatures of at least 5% of the qualified electors of the City, has been presented to or filed with the Mayor, City Secretary or any other official of the City on or prior to the date of the passage of this ordinance; and 1-7) 03ol000 WHEREAS, the Council hereby finds and determines $"�;� e6-in principal amount of the certificates of obligation described in the aforesaid notice should be issued and sold at this time; now, therefore, BE IT ORDAIND BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: 1 % 03C) aoa SECTION 1: Authorization, Designation, Principal Amount, Purpose. Certificates of obligation of the C' shall be and are hereby authorized to be issued in the aggregate principal amount of , to be designated and bear the title "CITY OF SOUTHLAKE, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATES OF OBLIGATION, SERIES 1999" (hereinafter referred to as the "Certificates"), for the purposes of paying contractual obligations to be incurred for (a) the construction of ,public works, to wit: (i) improvements and extensions to water and sewer facilities, (ii) street 761630.1 improvements, including land and rights -of -way acquisition, incidental drainage and traffic signalization, (iii) drainage improvements, including the purchase of land and rights -of -way, and (iv) improvements and repairs to the City's storage and administrative facilities for the, public works department, (b) the purchase of technology equipment and software for city facilities and departments and for the purchase of water and sewer utility lines, and (c) professional services rendered in relation to such projects and the financing thereof, pursuant to authority conferred by and in conformity with the Constitution and laws of the State of Texas, including V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended. SECTION 2: Fully Registered Oblications - Authorized Denominations -Stated Maturities -Date. The Certificates are issuable in fully registered form only; shall be dated April 15, 1999 (the "Certificate Date") and shall be in denominations of $5,000 or any integral multiple thereof (within a Stated Maturity) and the Certificates shall become due and payable on February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at the per annum rate(s) in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount Rate(s) 2000 $ ,000 % 2001 ,000 % 2002 1000 % 2003 ,000 % 2004 1000 % 2005 ,000 % 2006 1000 % 2007 1000 % 2008 ,000 % 2009 7000 % 2010 1000 % 2011 1000 % 2012 1000 % 2013 1000 % 2014 ,000 % 2015 ,000 % 2016 ,000 % 2017 1000 % 2018 ,000 % 2019 ,000 % Cl The Certificates shall bear interest on the unpaid principal amounts from the Certificate Date at the rate per annum shown above in this Section (calculated on the basis of a 360-day year of twelve 30-day months), and such interest shall be payable on February 15 and August 15 of each year, commencing February 15, 2000. 761630.1 -2- SECTION 3: Terms of Payment -Paving Agent/Registrar. The principal of, premium, if any, and the interest on the Certificates, due and payable by reason of maturity, redemption, or otherwise, shall be payable only to the registered owners or holders of the Certificates (hereinafter called the "Holders") appearing on the registration and transfer books maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. The selection and appointment of Chase Bank of Texas, National Association to serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed. Books and records relating to the registration, payment, transfer and exchange of the Certificates (the "Security Register") shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, as provided herein and in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement", substantially in the form attached hereto as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor and City Secretary are authorized to execute and deliver such Agreement in connection with the delivery of the Certificates. The City covenants to maintain and provide a Paying Agent/Registrar at all times until the Certificates are paid and discharged, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified and authorized to serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of and premium, if any, on the Certificates shall be payable at the Stated Maturities or the redemption thereof only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its designated offices in Dallas, Texas (the "Designated Payment/Transfer Office"). Interest on the Certificates shall be paid to the Holders whose name appears in the Security Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and shall be paid by the Paying Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/ Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled 761630.1 -3- payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business next preceding the date of mailing of such notice. SECTION 4: Redemption. (a) Optional Redemption. The Certificates having Stated Maturities on and after February 15, 2009 shall be subject to redemption prior to maturity, at the option of the City, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2008, or on any date thereafter at the redemption price of par plus accrued interest to the date of redemption. (b) Exercise of Redemption Option. At least forty-five (45) days prior to a redemption date for the Certificates (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem Certificates, the principal amount of each Stated Maturity to be redeemed, and the date of redemption therefor. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the governing body of the City. (c) Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/ Registrar shall treat such Certificates as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificates by $5,000 and shall select the Certificates to be redeemed within such Stated Maturity by lot. (d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States Mail, first class postage prepaid, in the name of the City and at the City's expense, to each Holder of a Certificate to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Certificates, or the portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, provided moneys sufficient for the payment of such Certificate (or the principal amount thereof to be redeemed) at the then applicable redemption price are held for the purpose of such payment by the Paying Agent/Registrar and (v) specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer Office of the Paying Agent/Registrar only upon presentation and surrender of the Certificates. If a Certificate is subject by its terms to prior redemption and has 761630.1 -4- been called for redemption and notice of redemption has been duly given as hereinabove provided, such Certificate (or the principal amount thereof to be redeemed) shall become due and payable and interest thereon shall cease to accrue from and after the redemption date therefor. SECTION 5: Registration - Transfer - Exchange of Certificates -Predecessor Certificates. The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Certificates issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be transferred or exchanged for Certificates of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. Upon surrender of any Certificate for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange, upon surrender of the Certificates to be exchanged at the Designated Payment/Transfer Office of the Paying Agent/ Registrar. Whenever any Certificates are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Certificates to the Holder requesting the exchange. All Certificates issued in any transfer or exchange of Certificates shall be delivered to the Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered in such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Certificate -or Certificates'' registered and delivered in the exchange or transfer therefor. Additionally, the term 761630.1 -5- P1 (400.1 "Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 19 hereof and such new replacement Certificate shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. Neither the City nor the Paying Agent/ Registrar shall be required to issue or transfer to an assignee of a Holder any Certificate called for redemption, in whole or in part, within 45 days of the date fixed for the redemption of such Certificate; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate called for redemption in part. SECTION & Book -Entry Only Transfers and Transactions. Notwithstanding the provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange of the Certificates, the City hereby approves and authorizes the use of 'Book -Entry Only" securities clearance, settlement and transfer system provided by The Depository Trust Company (DTC), a limited purpose trust company organized under the laws of the State of New York, in accordance with the operational arrangements referenced in the Blanket Issuer Letter of Representation, by and between the City and DTC (the "Depository Agreement'). Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be deposited with DTC who shall hold said Certificates for its participants (the "DTC Participants"). While the Certificates are held by DTC under the Depository Agreement, the Holder of the Certificates on the Security Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or (40" owner of each Certificate (the "Beneficial Owners") being recorded in the records of DTC and DTC Participants. In the event DTC determines to discontinue serving as securities depository for the Certificates or otherwise ceases to provide book -entry clearance and settlement of securities transactions in general or the City determines that DTC is incapable of properly discharging its duties as securities depository for the Certificates, the City covenants and agrees with the Holders of the Certificates to cause Certificates to be printed in definitive form and provide for the Certificate certificates to be issued and delivered to DTC Participants and Beneficial Owners, as the case may be. ' Thereafter, the Certificates in definitive form shall be assigned, transferred and exchanged on the Security Register maintained by the Paying Agent/Registrar and payment of such Certificates shall be made in accordance with the provisions of Sections 3, 4 and 5 hereof. SECTION 7: Execution - Registration. The Certificates shall be executed on behalf of the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the City Secretary. The signature of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who are or were the proper officers of the City on the Certificate Date shall be deemed to be duly executed on behalf of the City, notwithstanding that one or more of the individuals executing the same shall cease to be such officer at the time of delivery of the Certificates to the initial purchaser(s) and with respect 761630.1 -6- to Certificates delivered in subsequent exchanges and transfers, all as authorized and provided in the Bond Procedures Act of 1981, as amended. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 9C, manually executed by the Comptroller of Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration substantially in the form provided in Section 9D, manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified, registered and delivered. SECTION 8: Initial Certificate(s). The Certificates herein authorized shall be initially issued either (i) as a single fully registered certificate in the total principal amount of $15,355,000 with principal installments to become due and payable as provided in Section 2 hereof and numbered T-1, or (ii) as multiple fully registered certificates, being one certificate for each year of maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter called the "Initial Certificate(s)") and, in either case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Certificate(s) shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Certificate(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Certificate(s) delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser(s), or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 9: Forms. A. Forms Generally. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends in the event the Certificates, or any maturities thereof, are purchased with insurance and any reproduction of an opinion of counsel) thereon as may, consistently herewith, be established by the City or determined by the officers executing such Certificates as evidenced by their execution. Any portion of the text of any Certificates may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the certificate. 761630.1 - %- Wc The definitive Certificates and the Initial Certificates) shall be printed, lithographed, or engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the officers executing such Certificates as evidenced by their execution. REGISTERED NO. B. Form of Certificates. UNITED STATES OF AMERICA STATE OF TEXAS CITY OF SOUTHLAKE, TEXAS, TAX AND WATERWORKS AND SEWER SYSTEM (LIMITED PLEDGE) REVENUE CERTIFICATE OF OBLIGATION, SERIES 1999 REGISTERED Certificate Date: Interest Rate: Stated Maturity: CUSIP NO: April 15, 1999 Registered Owner: (W Principal Amount: DOLLARS MR The City of Southlake (hereinafter referred to as the "City"), a body corporate and municipal corporation in the Counties of Tarrant and Denton, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, on the Stated Maturity date specified above the Principal Amount hereinabove stated (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the Certificate Date at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 2000. Principal of this Certificate is payable at its Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor; provided, however, while this Certificate is registered to Cede & Co., the payment of principal upon a partial redemption of the principal amount hereof may be accomplished without presentation and surrender of this Certificate. Interest is payable to the registered owner of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner 761630.1 recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. This Certificate is one of the series specified in its title issued in the aggregate principal amount of $15,355,000 (herein referred to as the "Certificates") for the purpose of paying contractual obligations to be incurred for (a) the construction of public works, to wit: (i) improvements and extensions to water and sewer facilities, (ii) street improvements, including land and rights -of -way acquisition, incidental drainage and traffic signalization, (iii) drainage improvements, including the purchase of land and rights -of -way, and (iv) improvements and repairs to the City's storage and administrative facilities for the public works department, (b) the purchase of technology equipment and software for city facilities and departments and for the purchase of water and sewer utility lines, and (c) professional services rendered in relation to such projects and the financing thereof, under and in strict conformity with the Constitution and laws of the State of Texas, particularly V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended, and pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the "Ordinance"). The Certificates maturing on and after February 15, 2009, may be redeemed prior to their Stated Maturities, at the option of the City, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2008, or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption. At least thirty days prior to a redemption date, the City shall cause a written notice of such redemption to be sent by United States Mail, first class postage prepaid, to the registered owners of each Certificate to be redeemed at the address shown on the Security Register and subject to the terms and provisions relating thereto contained in the Ordinance. If a Certificate (or any portion of its principal sum) shall have been duly called for redemption and notice of such redemption duly given, then upon the redemption date such Certificate (or the portion of its principal sum to be redeemed) shall become due and payable, and, if moneys for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable from and after the redemption date on the principal amount redeemed. In the event a portion of the principal amount of a Certificate is to be redeemed and the registered owner is someone other than Cede & Co., payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of such Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new Certificate or Certificates of like maturity and interest rate in any authorized denominations provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the registered owner, without charge. If a Certificate is selected for redemption, in 761630.1 -9- P1 whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer such (4.01 Certificate to an assignee of the registered owner within 45 days of the redemption date therefor, provided, however, such limitation on transferability shall not be applicable to an exchange by the registered owner of the unredeemed balance of a Certificate redeemed in part. The Certificates are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City and from a limited pledge of the Net Revenues (as defined in the Ordinance) of the City's combined Waterworks and Sewer System (the "System"), such pledge being limited to an amount not in excess of $500 and, together with a parity pledge securing the payment of the Previously Issued Certificates, being junior and subordinate to the lien on and pledge of such Net Revenues securing the payment of "Prior Lien Obligations" (identified and defined in the Ordinance) now outstanding and hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations without limitation as to principal amount but subject to any applicable terms, conditions or restrictions under law or otherwise. Reference is hereby made to the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying Agent/Registrar, and to all the provisions of which the owner or holder of this Certificate by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Certificates; the nature and extent of the limited pledge of the Net Revenues securing the payment of the Certificates; the terms and conditions relating to the transfer or exchange of this Certificate; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and the pledge of the Net Revenues and covenants made in the Ordinance may be discharged at or prior to the maturity of this Certificate, and this Certificate deemed to be no longer Outstanding thereunder; and for the other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register only upon its presentation and surrender at the Designated Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered owner whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. 761630.1 -1 0- gc-16 In the event of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. It is hereby certified, recited, represented and declared that the City is a body corporate and political subdivision duly organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Certificates is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Certificates to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Certificates do not exceed any Constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Certificates as aforestated. In case any provision in this Certificate shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be duly executed under the official seal of the City as of the Certificate Date. CITY OF SOUTHLAKE, TEXAS COUNTERSIGNED: Mayor City Secretary (SEAL) 761630.1 -11- gc-17 C. *Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Certificate(s) only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS ( REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Do Not Print on Definitive Certificates D. Form of Certificate of Paving Agent/Registrar to (ar" appear on Definitive Certificates only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued and registered under the provisions of the within -mentioned Ordinance; the certificate or certificates of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. The designated offices of the Paying Agent/Registrar located in Dallas, Texas, is the "Designated Payment/Transfer Office" for this Certificate. Registration Date: 761630.1 CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Paying Agent/Registrar IZ -12- Authorized Signature E. Form of Assionment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee:) (Social Security or other identifying number the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: NOTICE: The signature on this assignment Signature guaranteed: must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. F. The Initial Certificate(s) shall be in the form set forth in paragraph B of this Section except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the certificate the headings "Interest Rate " and "Stated Maturity " shall both be omitted; (ii) paragraph one shall read as follows: Registered Owner: Principal Amount: Dollars The City of Southlake (hereinafter referred to as the "City"), a body corporate and municipal corporation in the Counties of Tarrant and Denton, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount hereinabove stated on February 15 in each of the years and in principal installments in accordance with the following schedule: PRINCIPAL INTEREST YEAR INSTALLMENTS RATE (Information to be inserted from schedule in Section 2 hereof). 761630.1 -13- (or so much thereof as shall not have been prepaid prior to maturity) and to pay interest on the unpaid principal amounts hereof from the Certificate Date at the per annum rate(s) of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 of each year, commencing February 15, 2000. Principal installments of this Certificate are payable at its Stated Maturity or on a prepayment date to the registered owner hereof by Chase Bank of Texas, National Association (the "Paying Agent/Registrar"), upon presentation and surrender, at its designated offices in Dallas, Texas (the "Designated Payment/Transfer Office"). Interest is payable to the registered owner of this Certificate whose name appears on the "Security Register' maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date hereof and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/ Registrar, requested by, and at the risk and expense of, the registered owner. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 10: Definitions. For purposes of this Ordinance and for clarity with respect to the issuance of the Certificates herein authorized, and the levy of taxes and appropriation of Net Revenues therefor, the following words or terms, whenever the same appears herein without qualifying language, are defined to mean as follows: (a) The term "Certificates" shall mean the $15,355,000 "City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1999" authorized by this Ordinance. (b) The term "Certificate Fund" shall mean the special Fund created and established under the provisions of Section 11 of this Ordinance. (c) The term "Collection Date" shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year by the City become delinquent. (d) The term "Fiscal Year' shall mean the twelve month financial accounting period used by the City in connection with the operation of the System which may be any twelve consecutive month period established by the City. (e) The term "Government Securities" shall mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and the United States Treasury obligations such as its State and Local Government Series in book -entry form. (am., 761630.1 -1 4- 761630.1 (f) The term "Gross Revenues" shall mean all income, receipts arc# revenues of every nature derived or received from the operation and ownership (excluding refundable meter deposits, restricted gifts and grants in aid of construction) of the System, including earnings and income derived from the investment or deposit of moneys in any special funds or accounts created and established for the payment and security of the Prior Lien Obligations payable solely from the revenues of the System and other obligations payable solely from and secured only by a lien on and pledge of the Net Revenues. (g) The term "Maintenance and Operating Expenses" shall mean all current expenses of operating and maintaining the System, including all salaries, labor, materials, repairs and extensions necessary to render efficient service; provided, however, that only such repairs and extensions, as in the judgment of the City Council, reasonably and fairly exercised, are necessary to maintain the operations and render adequate service to the City and the inhabitants thereof, or such as might be necessary to meet some physical accident or condition which would otherwise impair obligations payable from Net Revenues shall be deducted in determining "Net Revenues". Depreciation charges shall not be considered Maintenance and Operating Expenses. Maintenance and Operating Expenses shall include payments under contracts for the purchase of water supply, treatment of sewage or other materials, goods, services, or facilities for the System to the extent authorized by law and the provisions of such contract. (h) The term "Net Revenues" shall mean the Gross Revenues of the System, with respect to any period, after deducting the System's Maintenance and Operating Expenses during such period. (i) The term "Outstanding" when used in this Ordinance with respect to Certificates means, as of the date of determination, all Certificates theretofore issued and delivered under this Ordinance, except: (1) those Certificates cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates forwhich payment has been duly provided by the City in accordance with the provisions of Section 20 hereof; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 19 hereof. 0) The term "Previously Issued Certificates" shall mean the outstanding (1) "City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited -15- sp (f -.'?' / P1 Pledge) Revenue Certificates of Obligation, Series 1990", dated August 1, 1990, issued in the original principal amount of $1,100,000, (2) "City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1992", dated May 1, 1992, issued in the original principal amount of $1,300,000, (3) "City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1994", dated December 1, 1994, originally issued in the principal amount of $4,350,000, (4) "City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1996", dated February 15, 1996, originally issued in the principal amount of $2,380,000, (5) "City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1997", dated February 15, 1997, originally issued in the principal amount of $9,670,000 and (6) "City of Southlake, Texas, Tax and Waterworks and Sewer System (Limited Pledge) Revenue Certificates of Obligation, Series 1998", dated May 15, 1998, originally issued in the principal amount of $13,910,000. (k) The term "Prior Lien Obligations" shall mean (i) the outstanding and unpaid (1) "City of Southlake, Texas, Waterworks and Sewer System Revenue Bonds, Series 1984", dated May 1, 1984, originally issued in the aggregate principal amount of $500,000, (2) "City of Southlake, Texas, Waterworks and Sewer System Revenue Refunding Bonds, Series 1987", dated March 1, 1987, and originally issued in the aggregate principal amount of $217,000 and (3) "City of Southlake, Texas, Tax and Waterworks and Sewer System Surplus Revenue Certificates of Obligation, Series 1992-A", dated October 1, 1992, and originally issued in the aggregate principal amount of $1,300,000, and (ii) obligations hereafter issued which by the terms of the authorizing ordinance are made payable from and secured by a lien on and pledge of the Net Revenues of the System ranking prior and superior to the lien and pledge securing the payment of the Certificates. (1) The term "System" shall mean all properties, facilities and plants currently owned, operated and maintained by the City for the supply, treatment, transmission and distribution of treated potable water and the collection, treatment and disposal of water -carried wastes, together with all future extensions, improvements, replacements and additions thereto. SECTION 11: Certificate Fund. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption and retirement of the Certificates, there shall be and is hereby created a special account or fund on the books and records of the City known as the "SPECIAL SERIES 1999 TAX AND REVENUE CERTIFICATE OF OBLIGATION FUND", and all moneys deposited to the credit of such Fund shall be shall be kept and maintained in a special banking account at the City's depository bank. Authorized officials of the City are hereby authorized and directed to make withdrawals from said Fund sufficient to pay the principal of and interest on the Certificates as the same become due and payable, and, shall cause to be L-1 761630.1 -16- transferred to the Paying Agent/Registrar from moneys on deposit in the Certificate Fund an amount sufficient to pay the amount of principal and/or interest falling due on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the last business day next preceding each interest and principal payment date for the Certificates. Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be invested in obligations identified in, and in accordance with the provisions of the "Public Funds Investment Act" (V.T.C.A., Government Code, Chapter 2256) relating to the investment of "bond proceeds'; provided that all such investments shall be made in such a manner that the money required to be expended from said Fund will be available at the proper time or times. All interest and income derived from deposits and investments in said Certificate Fund shall be credited to, and any losses debited to, the said Certificate Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 12: Tax Levy. To provide for the payment of the "Debt Service Requirements" on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while said Certificates or any interest thereon shall remain Outstanding, a sufficient tax on each one hundred dollars' valuation of taxable property in said City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. Accrued interest and premium, if any, received from the purchasers of the Certificates shall be deposited to the Certificate Fund. In addition, any surplus proceeds from the sale of the Certificates not expended for authorized purposes shall be deposited in the Certificate Fund, and such amounts so deposited shall reduce the sums otherwise required to be deposited in said Fund from ad valorem taxes. SECTION 13: Limited Pledge of Net Revenues. The City hereby covenants and agrees that, subject to the prior lien on and pledge of the Net Revenues of the System to the payment and security of Prior Lien Obligations, the Net Revenues of the System in an aggregate amount not to exceed $500 are hereby irrevocably pledged to the payment of the principal of and interest on the Certificates, and the limited pledge of $500 of the Net Revenues of the System herein made for the payment of the Certificates shall constitute a lien on the Net Revenues of the System in accordance with the terms and provisions hereof and shall be on a parity in all respects with the lien on the Net Revenues securing the payment of the Previously Issued Certificates. Furthermore, such lien on and pledge of the Net Revenues securing the payment 761630.1 -1 %- y(f-a3 F1 of the Certificates shall be valid and binding without further action by the City and without any filing or recording except for the filing of this Ordinance in the records of the City. SECTION 14: System Fund. The City covenants and agrees that all Gross Revenues (excluding earnings from the investment of money held in any special funds or accounts created for the payment and security of the Prior Lien Obligations) shall be deposited as collected into a fund maintained at an official depository of the City and known on the books of the City as the "City of Southlake Waterworks and Sanitary Sewer System Fund" (hereinafter called the "System Fund"). All moneys deposited to the credit of the System Fund shall be allocated, appropriated and budgeted to the extent required for the following purposes and in the order of priority shown, to wit: First: To the payment of all necessary and reasonable Maintenance and Operating Expenses of the System as defined herein or required by statute to be a first charge on and claim against the Gross Revenues, Second: To the payment of all amounts required to be deposited in the special Funds created and established for the payment, security and benefit of Prior Lien Obligations in accordance with the terms and provisions of the ordinances authorizing the issuance of Prior Lien Obligations. Third: To the payment, equally and ratably, of the limited amounts pledged to the payment of the Previously Issued Certificates and the Certificates. Any Net Revenues remaining in the System Fund aftersatisfying the foregoing payments, or making adequate and sufficient provision for the payment thereof, maybe appropriated and used for any other City purpose now or hereafter permitted by law. SECTION 15: Security of Funds. All moneys on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. 761630.1 SECTION 16: Special Covenants. The City hereby further covenants as follows: (a) It has the lawful power to pledge the Net Revenues of the System to the payment of the Certificates in the manner herein contemplated and has lawfully exercised such power under the Constitution and laws of the State of Texas, including said power existing under Articles 1111 et seq., V.A.T.C.S. and V.T.C.A., Local Government Code, Sections 271.041, et seq. (b) Other than for the payment of the Certificates, the Previously Issued Certificates and the Prior Lien Obligations, the Net Revenues of the System have not in any manner been pledged to the payment of any debt or obligation of the City or of the System. IN SECTION 17: Issuance of Prior Lien Obligations/Additional Parity Obligations. The City hereby expressly reserves the right to hereafter issue Prior Lien Obligations, without limitation as to principal amount but subject to any terms, conditions or restrictions applicable thereto under law or otherwise, and such Prior Lien Obligations hereafter issued may be payable, in whole or in part, from the Net Revenues (without impairment of the obligation of contract with the Holders of the Certificates) upon such terms and secured in such manner as the City Council may determine. Additionally, the City reserves the right without any limitations or restrictions to issue additional obligations payable (in whole or in part) from and secured by lien on and pledge of the Net Revenues of the System of equal rank and dignity with the lien on and pledge of such Net Revenues securing the payment of the Previously Issued Certificates and the Certificates. SECTION 18: Application of Prior Lien Obligations Covenants and Agreements. It is the intention of this governing body and accordingly hereby recognized and stipulated that the provisions, agreements and covenants contained herein bearing upon the management and operations of the System, and the administering and application of revenues derived from the operation thereof, shall to the extent possible be harmonized with like provisions, agreements and covenants contained in the ordinances authorizing the issuance of the Prior Lien Obligations, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of the Prior Lien Obligations, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance but in all respects subject to the priority of rights and benefits, if any, conferred thereby to the holders of the Prior Lien Obligations. Notwithstanding the above, any change or modification affecting the application of revenues derived from the operation of the System shall not impair the obligation of contract with respect to the limited pledge of revenues herein made for the payment and security of the Certificates. SECTION 19: Mutilated - Destroyed - Lost and Stolen Certificates. In case any Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be borne by the Holder of the Certificate mutilated, or destroyed, lost or stolen. Every replacement Certificate issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably with all other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Certificates. 761630.1 -1 C9- Vic'-as SECTION 20: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and the Net Revenues of the System (to the extent such limited pledge of Net Revenues shall not have been discharged or terminated by prior payment of principal of or interest on the Certificates) and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates or any principal amount(s) thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at maturity or the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Government Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Government Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/ Registrar have been made) the redemption date thereof. The City covenants that no deposit of moneys or Government Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of four (4) years after the Stated Maturity, or applicable redemption date, of the Certificates such moneys were deposited and are held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. SECTION 21: Ordinance a Contract -Amendments. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In 761630.1 -20- r � a- i addition, the City may, with the consent of Holders holding a majority in aggregate principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Certificates, reduce the principal amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required to be held by Holders for consent to any such amendment, addition, or rescission. SECTION 22: Covenants to Maintain Tax -Exempt Status. (a) Definitions. When used in this Section, the following terms have the following meanings: "Closing Date" means the date on which the Certificates are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the Internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date" has the meaning set forth in Section 1.148-1(b) of the Regulations. "Gross Proceeds" means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Certificates. "Investment" has the meaning set forth in Section 1.148-1(b) of the Regulations. "Nonpurpose Investment" means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to cant' out the governmental purposes of the Certificates. "Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the Regulations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Certificates. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. 761630.1 -`Z 1- J "Yield" of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations and (2) the Certificates has the meaning set forth in Section 1.148-4 of the Regulations. (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Certificate to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Certificate, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Certificates: (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Certificates, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Certificates or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their, intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be 'loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or 761630.1 -22- b'e-o2 9 improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any Investment (or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of the Certificates. (f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. (9) Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. (h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and apart from all other funds (and receipts, expenditures and investments thereof) and shall retain all records of accounting for at least six years after the day on Ij which the last Outstanding Certificate is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Certificates until six years after the final Computation Date. (3) As additional consideration for the purchase of the Certificates by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Certificate Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Certificates equals (i) in 761630.1 -23- P1 the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the (40" Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. (i) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection (h) of this Section because such transaction results in a smaller profit or a larger loss than would have resulted if the transaction had been at arm's length and had the Yield of the Certificates not been relevant to either party. 0) Elections. The City hereby directs and authorizes the Mayor, City Secretary, City Manager and Director of Finance, individually or jointly, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. SECTION 23: Sale of Certificates - Official Statement Approval. The Certificates authorized by this Ordinance are hereby sold by the City to (herein referred to as the "Purchasers") in accordance with the Purchase Contract, dated April 6, 1999, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The acts of the Mayor in executing said Purchase Contract for and on behalf of the City and as the act and deed of this Council is hereby ratified, confirmed and approved, and in regard to the approval and execution of the Purchase Contract, the Council hereby finds, determines and declares that the representations, warranties and agreements of the City (contained therein) are true and correct in all material respects and shall be honored and performed by the City. Furthermore, the use of the Official Statement by the Purchasers in connection with the public offering and sale of the Certificates is hereby ratified, confirmed and approved in all respects. The final Official Statement, which reflects the terms of sale, attached as exhibit A to CO., 761630.1 -24- EC- 31 the Purchase Contract (together with such changes approved by the Mayor, City Manager, Director of Finance or City Secretary, individually or jointly), shall be and is hereby in all respects approved, and the Purchasers are hereby authorized to use and distribute said final Official Statement, dated April 6, 1999, in the reoffering, sale and delivery of the Certificates to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of said Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. SECTION 24: Proceeds of Sale. The proceeds of sale of the Certificates, excluding the accrued interest and premium, if any, received from the Purchasers, shall be deposited in a construction fund maintained at the City's depository bank. Pending expenditure for authorized projects and purposes, such proceeds of sale may be invested in authorized investments and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Certificate Fund as shall be determined by the City Council. Accrued interest and premium, if any, as well as all surplus proceeds of sale of the Certificates, including investment earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Certificate Fund. SECTION 25: Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending the sale of the Certificates, the investigation by the Attorney General of the State of Texas, including the printing and supply of definitive Certificates, and shall take and have charge and control of the Initial Certificate(s) pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchasers. SJ Furthermore, the Mayor, City Secretary, Director of Finance and City Manager, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents and certifications relating to the City and the issuance of the Certificates, including a certification as to facts, estimates, circumstances and reasonable expectations pertaining to the use and expenditure and investment of the proceeds of the Certificates as may be necessary for the approval of the Attorney General and their registration by the Comptroller of Public Accounts. In addition, such officials, togetherwith the City's financial advisor, bond counsel and the Paying Agent/Registrar, are authorized and directed to make the necessary arrangements for the delivery of the Initial Certificate(s) to the Purchasers and the initial exchange thereof for definitive Certificates. SECTION 26: Notices to Holders -Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the 761630.1 -25- 8(f-32- sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides (400, for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 27: Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at anytime deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Certificates held by the Paying Agent/Registrar shall be returned to the City. SECTION 28: Bond Counsel's Opinion. The Purchasers' obligation to accept delivery of the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Dallas, Texas, approving the Certificates as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for the Certificates. An executed counterpart of said opinion shall accompany the global certificates deposited with The Depository Trust Company or a reproduction thereof shall be printed on the definitive Certificates in the event the book entry only system shall be discontinued. SECTION 29: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving the Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 30: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, and this Ordinance and all its provisions is intended to be and shall be for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. SECTION 31: Inconsistent Provisions. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 32: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. 761630.1 -26- Ye-3 3 SECTION 33: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 34: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 35: Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 36: Continuing Disclosure Undertaking. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC' means the United States Securities and Exchange Commission. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. (b) Annual Reports. The City shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year (beginning with the fiscal year ending September 30, 1999) financial information and operating data with respect to the City of the general type included in the final Official Statement approved by Section 23 of this Ordinance, being the information described in Exhibit C hereto. Financial statements to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit C hereto and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If audited financial statements are not available at the time the financial information and operating data must be provided, then the City shall provide unaudited financial statements for the applicable fiscal year to each NRMSIR and any SID with the financial information and operating data and will file the annual audit report, when and if the same becomes available. If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the City 761630.1 e otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (c) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Certificates, if such event is material within the meaning of the federal securities laws: 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Certificates; 7. Modifications to rights of holders of the Certificates; 8. Certificate calls; 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Certificates; and 11. Rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such Section. (d) Limitations, Disclaimers, andAmendments. The City shall be obligated to observe and perform the covenants specified in this Section while, but only while, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give the notice required by subsection (c) hereof of any Certificate calls and defeasance that cause the City to be no longer such an "obligated person." The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly ( am." 761630.1 -28- 91C-35 provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OFANYCOVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances resulting from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted underwriters to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or (b) a Person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Certificates. The provisions of this Section may also be amended from time to time or repealed by the City if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid, but only if and to the extent that reservation of the City's right to do so would not prevent underwriters of the initial public offering of the Certificates from lawfully purchasing or selling Certificates in such offering. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. SECTION 37: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by V.T.C.A., Government Code, Chapter551, as amended. 761630.1 _29_ SECTION 38: Effective Date. This Ordinance shall take effect and be in full force Ce immediately from and after its date of adoption shown below. PASSED ON FIRST READING, March 23, 1999. PASSED ON SECOND READING AND ADOPTED, this April 6, 1999. CITY OF SOUTHLAKE, TEXAS Mayor ATTEST: City Secretary (City Seal) APPROVED AS TO LEGALITY: City Attomey (we 761630.1 -30- 9C- 37 Exhibit C to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 36 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below: 1. The financial statements of the City appended to the Official Statement as Appendix B, but for the most recently concluded fiscal year. 2. The information contained in Tables 1 through 6 and 8 through 14 of the Official Statement. Accounting Principles The accounting principles referred to in such Section are the generally accepted accounting principles as applicable to governmental units as prescribed by The Government Accounting Standards Board. 761630.1 8e-39 P] City of Southlake, Texas MEMORANDUM March 18, 1999 TO: Curtis E. Hawk, City Manager FROM: Lou Ann Heath, Director of Finance SUBJECT: Ordinance No. 740, V Reading, Authorizing the Issuance of "City of Southlake, Texas, Tax and Tax Increment Surplus Revenue Certificates of Obligation, Series 1999 Action Requested: Approval of Ordinance No. 740 on 1" reading to issue certificates of obligation for the first phase of the Town Hall project within the Tax Increment Reinvestment Zone. Background Information: The agreement for architectural services and construction management services for the Town Hall project were recently approved by the City Council. The total for both of these agreements is $2.7 million ($1.2 million for the architectural services, $390,000 for the construction management fee and $1.11 million for the general conditions fee for construction management). An additional $800,000 is included for infrastructure and to provide funding to initiate the phased construction of the project. The par amount of the certificates is proposed at $3.61 million, of which $110,000 is for accrued interest, issuance costs, underwriter's discount and bond insurance premium. The Council approved Resolution No. 99-08 on February 16, 1999 establishing a maximum dollar amount for the certificates at $3.61 million. The certificates are issued and approved by the adoption of an ordinance, with the 1st and 2nd readings scheduled for March 23 and April 6, respectively. The City would receive funding in May. A copy of the proposed schedule of events is included. Financial Considerations: The certificates of obligation will be issued with a dedicated pledge of accumulated tax increment reinvestment zone revenues, and a backup pledge of the City's property tax. The repayment of the certificates will be structured such that interest only would be paid for the first few years, minimizing the initial outlays required. The reinvestment zone was created effective January 1, 1997, meaning that date is the baseline for the values within the zone. City, county, hospital district, and junior college district property taxes collected on the increment values after that date are dedicated to the zone, and will be used to fund the Town Hall and other infrastructure improvements within the zone. ED-i l 5 Curtis E. Hawk Ordinance No. 740 March 18, 1999 gage 2 L Citizen Input/ Board Review: A Public Hearing is scheduled for April 6 with the second reading of the ordinance to issue the certificates. Legal Review: Ed Esquivel with the law firm Fulbright and Jaworski serves as the City's bond counsel, and as such, has prepared the Resolution. Alternatives: None available other than pay-as-you-go within the Tax Increment Reinvestment Zone. Supporting Documents: 1999 Capital Improvement Program Schedule of Events Ordinance No. 740 Staff Recommendation: Approval of Ordinance No. 740, Ft reading, issuing combination Tax, and Tax Increment Certificates of Obligation, Series 1999. Approved for Submittal to City Council: A&/ Ci anager's Office 9 D-a City of Southlake, Texas and Southlako Park Development Corporation (SPDC) 1999 Capital Improvement Proarmn » cw of swAVA".41 oagar. Srtes it" (Cuy Ceuw !ICtlro1f.nsftr.gatfwaofaosgan.ta$rtes1"""CattrtrtWWow.wpmw a) ll feaM m P" Dweta form CwrpwW" - 20" Tax Movenve Bon sa Sena it" Proposed Utwdule of Events CNllcie By Day Event 23-hs99 Meaar Rexdar SPDC Board Mwitar SFM Appewa Redntioa Declaring laaoden a Undone" Pi eject and Calling rer a rubric Haring on ter Project (intro Dour Se published ! 3 days befaes hoaagend dloer For a 50 day petition Or —) 14-F4b-" Seely Publication of Notice of Public Hearing on SPDC Project 16Fid99 Tamiy Revolar City Comma Monies Cky Apprwea RaWadaa to Aedmw sa Pdfo dYsnt oo Me _ CordAcam of OlRgaden. Sala IM City Appewa Rnedatien to Aw/wir Ifo" of Inane a lore Certificate of Obipdwk Soria 199" 1 g-Feb-99 Thraaday First Publication of Notice of bnmt a Irate First ?ublicauon of Notice of IDome to Irate C=ficatca of Obligation, Series 1999-8 23-Feb-99 TMx&y Second Publication of Notice of T,— to Issw Certificates of Obligation. Series 1999 Second Publication of Notice of l--10lwm Cetnfncates of Obligation. Series 199" 16-Mar--99 Tuaad y Roesler Gov Canal Moorien ist Reading of Ordinance a Issas, Certificates of Obligation, Sena IM 1st Reading of Ordinance to Lowe Certificates of Obligation. Series 1f996B 6-Apr-99 Tuesday Special SPDC Board Meeting Public Hearing as Project SPDC Approves Resolution Authorizing the Instance of Pre Sales Tax Reveres Bee" Soria 19" Signing of the Bond Ptachae Agteraeme Armor City CeeaeH Mooting 2nd Radlog of Ordinance to Iwo Certificates of Obligation, Soria Ifs! City Approves Ordinance Authorizing the lansace of tie Certificates of Obligation, Series 19" tad Reading of Ordinance to lave Certificates of obligation. Series 19996a City Approve Ordinance Authorizing tee Lasncaef M Certificate of Obiptiw, Series 190" City Approves Rmoluties Apps a is ter issnnao of tro - -- - SPDC Saks Tar Roves" 1laod16 Swim IV" Signing of the Certificate Purehaae Agreemetia 9-Apr-99 Friday Attorney Getural Approves Certificates end Bond Saks _ 27-Apr-99 Tuesday 4A4y-99 Teatlq Closing of Debt Issttea aid Delivery of Yew Money Ftods to City ad SPDC Olisw aaoea lion bird City Coach and SPDC Board scum I ORDINANCE NO. AN ORDINANCE authorizing the issuance of "CITY OF SOUTHLAKE, TEXAS, TAX AND TAX INCREMENT SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 1999"; specifying the terms and features of said certificates; providing for the payment of said certificates of obligation by the levy of an ad valorem tax upon all taxable property within the City and a lien on and pledge of the certain tax increment revenues; and resolving other matters incident and relating to the issuance, payment, security, sale and delivery of said Certificates, including the approval and execution of a Paying Agent/Registrar Agreement and a Purchase Contract and the approval and distribution of an Official Statement; and providing an effective date. WHEREAS, notice of the City Council's intention to issue certificates of obligation in the maximum principal amount of $3,610,000 for the purposes of paying contractual obligations to be incurred for (a) the construction of public works in Reinvestment Zone Number One, to wit: acquiring, constructing and equipping a new city hall, including related site improvements and landscaping and (b) professional services rendered in relation to such project and the financing thereof, has been duly published in The Fort Worth Star Telegram, a newspaper hereby found and determined to be of general circulation in the City of Southlake, Texas, on , 1999 and , 1999, the date the first publication of such notice being not less than fifteen (15) days prior to the tentative date stated therein for the second reading and final passage of the ordinance authorizing the issuance of such certificates; and WHEREAS no petition protesting the issuance of the certificates of obligation and P P 9 9 bearing valid petition signatures of at least 5% of the qualified electors of the City, has been presented to or filed with the Mayor, City Secretary or any other official of the City on or prior to the date of the passage of this ordinance; and WHEREAS, the Council hereby finds and determines all of the certificates of obligation described in the aforesaid notice should be issued and sold at this time; now, therefore, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1: Authorization, Designation, Principal Amount, Purpose. Certificates of obligation of the City shall be and are hereby authorized to be issued in the aggregate principal amount of $3,610,000, to be designated and bearthe title "CITY OF SOUTHLAKE, TEXAS, TAX AND TAX INCREMENT SURPLUS REVENUE CERTIFICATES OF OBLIGATION, SERIES 1999" (hereinafter referred to as the "Certificates"), for the purposes of paying contractual obligations to be incurred for (a) the construction of public works in Reinvestment Zone Number One, to wit: acquiring, constructing and equipping a new city hall, including related site improvements and landscaping and (b) professional services rendered in relation to such project and the financing thereof, pursuant to authority conferred by and in conformity with the Constitution and laws of the State of Texas, including V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended. 761632.1 SECTION 2: Fully Registered Obligations - Authorized Denominations-$ Maturities -Date. The Certificates are issuable in fully registered form only, shall be dated AEI 15, 1999 (the "Certificate Date") and shall be in denominations of $5,000 or any integral multiple thereof (within a Stated Maturity) and the Certificates shall become due and payable on February 15 in each of the years and in principal amounts (the "Stated Maturities") and bear interest at the per annum rate(s) in accordance with the following schedule: Year of Principal Interest Stated Maturity Amount Rate(s) 2006 $185,000 % 2007 195,000 % 2008 205,000 % 2009 215,000 % 2010 225,000 % 2011 235,000 % 2012 245,000 % 2013 260,000 % 2014 270,000 % 2015 285,000 % 2016 300,000 % 2017 315,000 % 2018 330,000 % 2019 345,000 % The Certificates shall bear interest on the unpaid principal amounts from the p p p Certificate Date at the rate per annum shown above in this Section (calculated on the basis of a 360-day year of twelve 30-day months), and such interest shall be payable on February 15 and August 15 of each year, commencing February 15, 2000. SECTION 3: Terms of Payment -Paving Agent/Registrar. The principal of, premium, if any, and the interest on the Certificates, due and payable by reason of maturity, redemption, or otherwise, shall be payable only to the registered owners or holders of the Certificates (hereinafter called the "Holders") appearing on the registration and transfer books maintained by the Paying Agent/Registrar and the payment thereof shall be in any coin or currency of the United States of America, which at the time of payment is legal tender for the payment of public and private debts, and shall be without exchange or collection charges to the Holders. The selection and appointment of Chase Bank of Texas, National Association to serve as Paying Agent/Registrar for the Certificates is hereby approved and confirmed. Books and records relating to the registration, payment, transfer and exchange of the Certificates (the "Security Register") shall at all times be kept and maintained on behalf of the City by the Paying Agent/Registrar, as provided herein and in accordance with the terms and provisions of a "Paying Agent/Registrar Agreement", substantially in the form attached hereto as Exhibit A, and such reasonable rules and regulations as the Paying Agent/Registrar and the City may prescribe. The Mayor and City Secretary are authorized to execute and deliver such Agreement in 761632.1 -2- connection with the delivery of the Certificates. The City covenants to maintain and provid' Paying Agent/Registrar at all times until the Certificates are paid and discharged, and any successor Paying Agent/Registrar shall be a bank, trust company, financial institution or other entity qualified and authorized to serve in such capacity and perform the duties and services of Paying Agent/Registrar. Upon any change in the Paying Agent/Registrar for the Certificates, the City agrees to promptly cause a written notice thereof to be sent to each Holder by United States Mail, first class postage prepaid, which notice shall also give the address of the new Paying Agent/Registrar. Principal of and premium, if any, on the Certificates shall be payable at the Stated Maturities or the redemption thereof only upon presentation and surrender of the Certificates to the Paying Agent/Registrar at its designated offices in Dallas, Texas (the "Designated Payment/Transfer Office"). Interest on the Certificates shall be paid to the Holders whose name appears in the Security Register at the close of business on the Record Date (the last business day of the month next preceding each interest payment date) and shall be paid by the Paying Agent/Registrar (i) by check sent United States Mail, first class postage prepaid, to the address of the Holder recorded in the Security Register or (ii) by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. If the date for the payment of the principal of or interest on the Certificates shall be a Saturday, Sunday, a legal holiday, or a day when banking institutions in the City where the Designated Payment/Transfer Office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day when banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. In the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/ Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business next preceding the date of mailing of such notice. SECTION 4: Redemption. (a) Optional Redemption. The Certificates having Stated Maturities on and after February 15, 2009 shall be subject to redemption prior to maturity, at the option of the City, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2008, or on any date thereafter at the redemption price of par plus accrued interest to the date of redemption. (b) Exercise of Redemption Option. At least forty-five (45) days prior to a redemption date for the Certificates (unless a shorter notification period shall be satisfactory to the Paying Agent/Registrar), the City shall notify the Paying Agent/Registrar of the decision to redeem - 61632.1 - 3 r 1 • Certificates, the principal amount of each Stated Maturity to be redeemed, and the date of redemption therefor. The decision of the City to exercise the right to redeem Certificates shall be entered in the minutes of the governing body of the City. (c) Selection of Certificates for Redemption. If less than all Outstanding Certificates of the same Stated Maturity are to be redeemed on a redemption date, the Paying Agent/ Registrar shall treat such Certificates as representing the number of Certificates Outstanding which is obtained by dividing the principal amount of such Certificates by $5,000 and shall select the Certificates to be redeemed within such Stated Maturity by lot. (d) Notice of Redemption. Not less than thirty (30) days prior to a redemption date for the Certificates, a notice of redemption shall be sent by United States Mail, first class postage prepaid, in the name of the City and at the City's expense, to each Holder of a Certificate to be redeemed in whole or in part at the address of the Holder appearing on the Security Register at the close of business on the business day next preceding the date of mailing such notice, and any notice of redemption so mailed shall be conclusively presumed to have been duly given irrespective of whether received by the Holder. All notices of redemption shall (i) specify the date of redemption for the Certificates, (ii) identify the Certificates to be redeemed and, in the case of a portion of the principal amount to be redeemed, the principal amount thereof to be redeemed, (iii) state the redemption price, (iv) state that the Certificates, orthe portion of the principal amount thereof to be redeemed, shall become due and payable on the redemption date specified and the interest thereon, or on the portion of the principal amount thereof to be redeemed, shall cease to accrue from and after the redemption date, provided moneys sufficient for the payment of such Certificate (or the principal amount thereof to be redeemed) at the then applicable redemption price are held for the purpose of such payment by the Paying Agent/Registrar and (v) specify that payment of the redemption price for the Certificates, or the principal amount thereof to be redeemed, shall be made at the Designated Payment/Transfer Office of the Paying Agent/Registrar only upon presentation and surrender of the Certificates. If a Certificate is subject by its terms to prior redemption and has been called for redemption and notice of redemption has been duly given as hereinabove provided, such Certificate (or the principal amount thereof to be redeemed) shall become due and payable and interest thereon shall cease to accrue from and after the redemption date therefor. SECTION 5: Registration - Transfer - Exchange of Certificates -Predecessor Certificates, The Paying Agent/Registrar shall obtain, record, and maintain in the Security Register the name and address of each and every owner of the Certificates issued under and pursuant to the provisions of this Ordinance, or if appropriate, the nominee thereof. Any Certificate may be transferred or exchanged for Certificates of other authorized denominations by the Holder, in person or by his duly authorized agent, upon surrender of such Certificate to the Paying Agent/Registrar for cancellation, accompanied by a written instrument of transfer or request for exchange duly executed by the Holder or by his duly authorized agent, in form satisfactory to the Paying Agent/Registrar. 761632.1 -4- Upon surrender of any Certificate for transfer at the Designated Payment/Transfer Office of the Paying Agent/Registrar, the Paying Agent/Registrar shall register and deliver, in the name of the designated transferee or transferees, one or more new Certificates of authorized denominations and having the same Stated Maturity and of a like aggregate principal amount as the Certificate or Certificates surrendered for transfer. At the option of the Holder, Certificates may be exchanged for other Certificates of authorized denominations and having the same Stated Maturity, bearing the same rate of interest and of like aggregate principal amount as the Certificates surrendered for exchange, upon surrender of the Certificates to be exchanged at the Designated Payment/Transfer Office of the Paying Agent/ Registrar. Whenever any Certificates are surrendered for exchange, the Paying Agent/Registrar shall register and deliver new Certificates to the Holder requesting the exchange. All Certificates issued in any transfer or exchange of Certificates shall be delivered to the Holders at the Designated Payment/Transfer Office of the Paying Agent/Registrar or sent by United States Mail, first class, postage prepaid to the Holders, and, upon the registration and delivery thereof, the same shall be the valid obligations of the City, evidencing the same obligation to pay, and entitled to the same benefits under this Ordinance, as the Certificates surrendered in such transfer or exchange. All transfers or exchanges of Certificates pursuant to this Section shall be made without expense or service charge to the Holder, except as otherwise herein provided, and except that the Paying Agent/Registrar shall require payment by the Holder requesting such transfer or exchange of any tax or other governmental charges required to be paid with respect to such transfer or exchange. Certificates cancelled by reason of an exchange or transfer pursuant to the provisions hereof are hereby defined to be "Predecessor Certificates," evidencing all or a portion, as the case may be, of the same obligation to pay evidenced by the new Certificate or Certificates registered and delivered in the exchange or transfer therefor. Additionally, the term "Predecessor Certificates" shall include any mutilated, lost, destroyed, or stolen Certificate for which a replacement Certificate has been issued, registered and delivered in lieu thereof pursuant to the provisions of Section 19 hereof and such new replacement Certificate shall be deemed to evidence the same obligation as the mutilated, lost, destroyed, or stolen Certificate. Neither the City nor the Paying Agent/ Registrar shall be required to issue or transfer to an assignee of a Holder any Certificate called for redemption, in whole or in part, within 45 days of the date fixed for the redemption of such Certificate; provided, however, such limitation on transferability shall not be applicable to an exchange by the Holder of the unredeemed balance of a Certificate called for redemption in part. SECTION & Book -Entry Only Transfers and Transactions. Notwithstanding the provisions contained in Sections 3, 4 and 5 hereof relating to the payment, and transfer/exchange of the Certificates, the City hereby approves and authorizes the use of 'Book -Entry Only" securities clearance, settlement and transfer system provided by The Depository Trust Company (DTC), (aw, 761632.1 -5- r rm♦ a limited purpose trust company organized under the laws of the State of New York, in accordance with the operational arrangements referenced in the Blanket Issuer Letter of Representation, by and between the City and DTC (the "Depository Agreement"). Pursuant to the Depository Agreement and the rules of DTC, the Certificates shall be deposited with DTC who shall hold said Certificates for its participants (the "DTC Participants"). While the Certificates are held by DTC under the Depository Agreement, the Holder of the Certificates on the Security Register for all purposes, including payment and notices, shall be Cede & Co., as nominee of DTC, notwithstanding the ownership of each actual purchaser or owner of each Certificate (the "Beneficial Owners'l being recorded in the records of DTC and DTC Participants. In the event DTC determines to discontinue serving as securities depository for the Certificates or otherwise ceases to provide book -entry clearance and settlement of securities transactions in general or the City determines that DTC is incapable of properly discharging its duties as securities depository for the Certificates, the City covenants and agrees with the Holders of the Certificates to cause Certificates to be printed in definitive form and provide for the Certificate certificates to be issued and delivered to DTC Participants and Beneficial Owners, as the case may be. Thereafter, the Certificates in definitive form shall be assigned, transferred and exchanged on the Security Register maintained by the Paying Agent/Registrar and payment of such Certificates shall be made in accordance with the provisions of Sections 3, 4 and 5 hereof. SECTION 7: Execution - Registration. The Certificates shall be executed on behalf of the City by the Mayor under its seal reproduced or impressed thereon and countersigned by the City Secretary. The signature of said officers on the Certificates may be manual or facsimile. Certificates bearing the manual or facsimile signatures of individuals who are or were the proper officers of the City on the Certificate Date shall be deemed to be duly executed on behalf of the City, notwithstanding that one or more of the individuals executing the same shall cease to be such officer at the time of delivery of the Certificates to the initial purchaser(s) and with respect to Certificates delivered in subsequent exchanges and transfers, all as authorized and provided in the Bond Procedures Act of 1981, as amended. No Certificate shall be entitled to any right or benefit under this Ordinance, or be valid or obligatory for any purpose, unless there appears on such Certificate either a certificate of registration substantially in the form provided in Section 9C, manually executed by the Comptroller of Public Accounts of the State of Texas, or his duly authorized agent, or a certificate of registration substantially in the form provided in Section 9D, manually executed by an authorized officer, employee or representative of the Paying Agent/Registrar, and either such certificate duly signed upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly certified, registered and delivered. SECTION 8: Initial Certificate(s). The Certificates herein authorized shall be initially issued either (i) as a single fully registered certificate in the total principal amount of $3,610,000 with principal installments to become due and payable as provided in Section 2 hereof and - numbered T-1, or (ii) as multiple fully registered certificates, being one certificate for each year 761632.1 -6- 8E)-9 P] of maturity in the applicable principal amount and denomination and to be numbered consecutively from T-1 and upward (hereinafter called the "Initial Cer ificate(s)") and, in either case, the Initial Certificate(s) shall be registered in the name of the initial purchaser(s) or the designee thereof. The Initial Certificate(s) shall be the Certificates submitted to the Office of the Attorney General of the State of Texas for approval, certified and registered by the Office of the Comptroller of Public Accounts of the State of Texas and delivered to the initial purchaser(s). Any time after the delivery of the Initial Certificate(s), the Paying Agent/Registrar, pursuant to written instructions from the initial purchaser(s), or the designee thereof, shall cancel the Initial Certificate(s) delivered hereunder and exchange therefor definitive Certificates of authorized denominations, Stated Maturities, principal amounts and bearing applicable interest rates for transfer and delivery to the Holders named at the addresses identified therefor; all pursuant to and in accordance with such written instructions from the initial purchaser(s), or the designee thereof, and such other information and documentation as the Paying Agent/Registrar may reasonably require. SECTION 9: Forms. A. Forms Generally. The Certificates, the Registration Certificate of the Comptroller of Public Accounts of the State of Texas, the Registration Certificate of Paying Agent/Registrar, and the form of Assignment to be printed on each of the Certificates, shall be substantially in the forms set forth in this Section with such appropriate insertions, omissions, substitutions, and other variations as are permitted or required by this Ordinance and may have such letters, numbers, or other marks of identification (including identifying numbers and letters of the Committee on Uniform Securities Identification Procedures of the American Bankers Association) and such legends and endorsements (including insurance legends in the event the Certificates, or any maturities thereof, are purchased with insurance and any reproduction of an (40",opinion of counsel) thereon as may, consistently herewith, be established by the City or determined by the officers executing such Certificates as evidenced by their execution. Any portion of the text of any Certificates may be set forth on the reverse thereof, with an appropriate reference thereto on the face of the certificate. The definitive Certificates and the Initial Certificate(s) shall be printed, lithographed, or engraved, typewritten, photocopied or otherwise reproduced in any other similar manner, all as determined by the officers executing such Certificates as evidenced by their execution. (4001 761632.1 -%- B. Form of Certificates. REGISTERED REGISTERED NO. $ UNITED STATES OF AMERICA STATE OF TEXAS CITY OF SOUTHLAKE, TEXAS, TAX AND TAX INCREMENT SURPLUS REVENUE CERTIFICATE OF OBLIGATION, SERIES 1999 Certificate Date: Interest Rate: Stated Maturity: CUSIP NO: April 15, 1999 Registered Owner: Principal Amount: DOLLARS The City of Southlake (hereinafter referred to as the "City"), a body corporate and municipal corporation in the Counties of Tarrant and Denton, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, on the Stated Maturity date specified . above the Principal Amount hereinabove stated (or so much thereof as shall not have been paid upon prior redemption) and to pay interest on the unpaid principal amount hereof from the Certificate Date at the per annum rate of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 in each year, commencing February 15, 2000. Principal of this Certificate is payable at its Stated Maturity or redemption to the registered owner hereof, upon presentation and surrender, at the Designated Payment/Transfer Office of the Paying Agent/Registrar executing the registration certificate appearing hereon, or its successor; provided, however, while this Certificate is registered to Cede & Co., the payment of principal upon a partial redemption of the principal amount hereof may be accomplished without presentation and surrender of this Certificate. Interest is payable to the registered owner of this Certificate (or one or more Predecessor Certificates, as defined in the Ordinance hereinafter referenced) whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date, and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the registered owner. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United 761632.1 -8- States of America which at the time of payment is legal tender for the payment of public and private debts. This Certificate is one of the series specified in its title issued in the aggregate principal amount of $3,610,000 (herein referred to as the "Certificates") for the purposes of paying contractual obligations to be incurred for (a) the construction of public works in Reinvestment Zone Number One, to wit: acquiring, constructing and equipping a new city hall, including related site improvements and landscaping and (b) professional services rendered in relation to such project and the financing thereof, under and in strict conformity with the Constitution and laws of the State of Texas, particularly V.T.C.A., Local Government Code, Subchapter C of Chapter 271, as amended, and pursuant to an Ordinance adopted by the City Council of the City (herein referred to as the "Ordinance"). The Certificates maturing on and after February 15, 2009, may be redeemed prior to their Stated Maturities, at the option of the City, in whole or in part in principal amounts of $5,000 or any integral multiple thereof (and if within a Stated Maturity by lot by the Paying Agent/Registrar), on February 15, 2008, or on any date thereafter, at the redemption price of par, together with accrued interest to the date of redemption. At least thirty days prior to a redemption date, the City shall cause a written notice of such redemption to be sent by United States Mail, first class postage prepaid, to the registered owners of each Certificate to be redeemed at the address shown on the Security Register and subject to the terms and provisions relating thereto contained in the Ordinance. If a Certificate (or any portion of its principal sum) shall have been duly called for redemption and notice of such redemption duly given, then upon the redemption date such Certificate (or the portion of its principal sum to be redeemed) shall become due and payable, and, if moneys for the payment of the redemption price and the interest accrued on the principal amount to be redeemed to the date of redemption are held for the purpose of such payment by the Paying Agent/Registrar, interest shall cease to accrue and be payable from and after the redemption date on the principal amount redeemed. In the event a portion of the principal amount of a Certificate is to be redeemed and the registered owner is someone other than Cede & Co., payment of the redemption price of such principal amount shall be made to the registered owner only upon presentation and surrender of such Certificate to the Designated Payment/Transfer Office of the Paying Agent/Registrar, and a new Certificate or Certificates of like maturity and interest rate in any authorized denominations provided by the Ordinance for the then unredeemed balance of the principal sum thereof will be issued to the registered owner, without charge. If a Certificate is selected for redemption, in whole or in part, the City and the Paying Agent/Registrar shall not be required to transfer such Certificate to an assignee of the registered ownerwithin 45 days of the redemption date therefor; provided, however, such limitation on transferability shall not be applicable to an exchange by the registered owner of the unredeemed balance of a Certificate redeemed in part. The Certificates are payable from the proceeds of an ad valorem tax levied, within the limitations prescribed by law, upon all taxable property in the City and are additionally payable from and secured by a lien on and pledge of certain Tax Increment Revenues (as defined in the (41w, 761632.1 -9- 8 D -/a Ordinance) of Reinvestment Zone Number One, City of Southlake, Texas (the "Zones), such lien and pledge, however, being junior and subordinate to the lien on and pledge of the Tax Increment Revenues of the Zone securing the payment of Prior Lien Obligations (identified and defined in the Ordinance) hereafter issued by the City. In the Ordinance, the City reserves and retains the right to issue Prior Lien Obligations without limitation as to principal amount but subject to any applicable terms, conditions or restrictions under law or otherwise. Reference is hereby made to the Ordinance, a copy of which is on file in the Designated Payment/Transfer Office of the Paying Agent/Registrar, and to all the provisions of which the owner or holder of this Certificate by the acceptance hereof hereby assents, for definitions of terms; the description of and the nature and extent of the tax levied for the payment of the Certificates; the nature and extent of the limited pledge of the Tax Increment Revenues securing the payment of the Certificates; the terms and conditions relating to the transfer or exchange of this Certificate; the conditions upon which the Ordinance may be amended or supplemented with or without the consent of the Holders; the rights, duties, and obligations of the City and the Paying Agent/Registrar; the terms and provisions upon which the tax levy and the pledge of the Tax Increment Revenues and covenants made in the Ordinance may be discharged at or prior to the maturity of this Certificate, and this Certificate deemed to be no longer Outstanding thereunder; and for the other terms and provisions contained therein. Capitalized terms used herein have the meanings assigned in the Ordinance. This Certificate, subject to certain limitations contained in the Ordinance, may be transferred on the Security Register only upon its presentation and surrender at the Designated Payment/Transfer Office of the Paying Agent/Registrar, with the Assignment hereon duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Paying Agent/Registrar duly executed by, the registered owner hereof, or his duly authorized agent. When a transfer on the Security Register occurs, one or more new fully registered Certificates of the same Stated Maturity, of authorized denominations, bearing the same rate of interest, and of the same aggregate principal amount will be issued by the Paying Agent/Registrar to the designated transferee or transferees. The City and the Paying Agent/Registrar, and any agent of either, shall treat the registered owner whose name appears on the Security Register (i) on the Record Date as the owner entitled to payment of interest hereon, (ii) on the date of surrender of this Certificate as the owner entitled to payment of principal hereof at its Stated Maturity or its redemption, in whole or in part, and (iii) on any other date as the owner for all other purposes, and neither the City nor the Paying Agent/Registrar, or any agent of either, shall be affected by notice to the contrary. In the event of nonpayment of interest on a scheduled payment date and for thirty (30) days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the City. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States Mail, first class postage prepaid, to the address of each Holder appearing on the Security Register at the close of business on the last business day next preceding the date of mailing of such notice. 761632.1 -1 0- PJ It is hereby certified, reefed, represented and deckared that the City is a body corporate and political subdivision duty organized and legally existing under and by virtue of the Constitution and laws of the State of Texas; that the issuance of the Certificates is duly authorized by law; that all acts, conditions and things required to exist and be done precedent to and in the issuance of the Certificates to render the same lawful and valid obligations of the City have been properly done, have happened and have been performed in regular and due time, form and manner as required by the Constitution and laws of the State of Texas, and the Ordinance; that the Certificates do not exceed any Constitutional or statutory limitation; and that due provision has been made for the payment of the principal of and interest on the Certificates as aforestated. In case any provision in this Certificate shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The terms and provisions of this Certificate and the Ordinance shall be construed in accordance with and shall be governed by the laws of the State of Texas. IN WITNESS WHEREOF, the City Council of the City has caused this Certificate to be duly executed under the official seal of the City as of the Certificate Date. CITY OF SOUTHLAKE, TEXAS COUNTERSIGNED: Mayor Le City Secretary (SEAL) L761632.1 -11- C. *Form of Registration Certificate of Comptroller of Public Accounts to appear on Initial Certificate(s) only. REGISTRATION CERTIFICATE OF COMPTROLLER OF PUBLIC ACCOUNTS OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS REGISTER NO. THE STATE OF TEXAS I HEREBY CERTIFY that this Certificate has been examined, certified as to validity and approved by the Attorney General of the State of Texas, and duly registered by the Comptroller of Public Accounts of the State of Texas. WITNESS my signature and seal of office this Comptroller of Public Accounts of the State of Texas (SEAL) *NOTE TO PRINTER: Do Not Print on Definitive Certificates D. Form of Certificate of Paving Agent/Registrar to appear on Definitive Certificates only. REGISTRATION CERTIFICATE OF PAYING AGENT/REGISTRAR This Certificate has been duly issued and registered under the provisions of the within -mentioned Ordinance; the certificate or certificates of the above entitled and designated series originally delivered having been approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts, as shown by the records of the Paying Agent/Registrar. The designated offices of the Paying Agent/Registrar located in Dallas, Texas, is the "Designated Payment/Transfer Office" for this Certificate. Registration Date: 761632.1 CHASE BANK OF TEXAS, NATIONAL ASSOCIATION, as Paying Agent/Registrar By Authorized Signature -12- d'D-iS Fj P] A E. Form of Assignment. ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns, and transfers unto (Print or typewrite name, address, and zip code of transferee:) (Social Security or other identifying number. ) the within Certificate and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Certificate on the books kept for registration thereof, with full power of substitution in the premises. DATED: Signature guaranteed: NOTICE: The signature on this assignment must correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular. F. The Initial Certificate(s) shall be in the form set forth in paragraph B of this Section except that the form of a single fully registered Initial Certificate shall be modified as follows: (i) immediately under the name of the certificate the headings "Interest Rate and "Stated Maturity " shall both be omitted; (ii) paragraph one shall read as follows: Registered Owner: Principal Amount: Dollars The City of Southlake (hereinafter referred to as the "City"), a body corporate and municipal corporation in the Counties of Tarrant and Denton, State of Texas, for value received, acknowledges itself indebted to and hereby promises to pay to the order of the Registered Owner named above, or the registered assigns thereof, the Principal Amount hereinabove stated on February 15 in each of the years and in principal installments in accordance with the following schedule: YEAR 761632.1 PRINCIPAL INSTALLMENTS INTEREST RATE (Information to be inserted from schedule in Section 2 hereof). -13- (or so much thereof as shall not have been prepaid prior to maturity) and to pay interest on the unpaid principal amounts hereof from the Certificate Date at the per annum rate(s) of interest specified above computed on the basis of a 360-day year of twelve 30-day months; such interest being payable on February 15 and August 15 of each year, commencing February 15, 2000. Principal installments of this Certificate are payable at its Stated Maturity or on a prepayment date to the registered owner hereof by Chase Bank of Texas, National Association (the "Paying Agent/Registrar"), upon presentation and surrender, at its designated offices in Dallas, Texas (the "Designated PaymenttTransfer Office"). Interest is payable to the registered owner of this Certificate whose name appears on the "Security Register" maintained by the Paying Agent/Registrar at the close of business on the "Record Date", which is the last business day of the month next preceding each interest payment date hereof and interest shall be paid by the Paying Agent/Registrar by check sent United States Mail, first class postage prepaid, to the address of the registered owner recorded in the Security Register or by such other method, acceptable to the Paying Agent/ Registrar, requested by, and at the risk and expense of, the registered owner. All payments of principal of, premium, if any, and interest on this Certificate shall be without exchange or collection charges to the owner hereof and in any coin or currency of the United States of America which at the time of payment is legal tender for the payment of public and private debts. SECTION 10: Definitions. For purposes of this Ordinance and for clarity with respect to the issuance of the Certificates herein authorized, and the levy of taxes and appropriation of Tax Increment Revenues therefor, the following words or terms, whenever the same appears herein without qualifying language, are defined to mean as follows: (a) The term "Additional Obligations" shall mean tax and revenue obligations hereafter issued which by their terms are payable from ad valorem taxes and additionally payable from and secured by a parity lien on and pledge of the Tax Increment Revenues of the Zone of equal rank and dignity with the lien and pledge securing the payment of the Certificates. (b) The term "Certificates" shall mean the $3,610,000 "City of Southlake, Texas, Tax and Tax Increment Surplus Revenue Certificates of Obligation, Series 1999" authorized by this Ordinance. (c) The term "Certificate Fund" shall mean the special Fund created and established under the provisions of Section 11 of this Ordinance. (d) The term "Collection Date" shall mean, when reference is being made to the levy and collection of annual ad valorem taxes, the date the annual ad valorem taxes levied each year by the City become delinquent. (e) The term "Fiscal Year" shall mean the twelve month financial accounting period used by the City which may be any twelve consecutive month period established by the City. 761632.1 -14- 0 (f) The term "Government Securities" shall mean direct obligations of the United States of America, including obligations the principal of and interest on which are unconditionally guaranteed by the United States of America, and the United States Treasury obligations such as its State and Local Government Series in book -entry form. (g) The term "Outstanding" when used in this Ordinance with respect to Certificates means, as of the date of determination, all Certificates theretofore issued and delivered under this Ordinance, except: (1) those Certificates cancelled by the Paying Agent/Registrar or delivered to the Paying Agent/Registrar for cancellation; (2) those Certificates forwhich payment has been duly provided by the City in accordance with the provisions of Section 20 hereof; and (3) those Certificates that have been mutilated, destroyed, lost, or stolen and replacement Certificates have been registered and delivered in lieu thereof as provided in Section 19 hereof. (h) The term "Prior Lien Obligations" shall mean all bonds or other similar obligations hereafter issued payable from and secured by a lien on and pledge of the Tax Increment Revenues of the Zone superior to the lien on and pledge of the Tax Increment Revenues of the Zone securing the Certificates. (i) The term "Tax Increment Revenues" shall mean all amounts deposited in the tax increment fund for the Zone created pursuant to Chapter 311 of the Texas Tax Code and by an ordinance adopted by the City Council of the City on September 23, 1997 as amended on December 2, 1997. 0) The term "Zone" shall mean Reinvestment Zone NumberOne, City of Southlake, Texas, heretofore created pursuant to Chapter 311 of the Texas Tax Code and by an ordinance adopted by the City Council of the City on September 23, 1997 as amended on December 2, 1997. SECTION 11: Certificate Fund. For the purpose of paying the interest on and to provide a sinking fund for the payment, redemption and retirement of the Certificates, there shall be and is hereby created a special account or fund on the books and records of the City known as the "SPECIAL SERIES 1999 TAX AND REVENUE CERTIFICATE OF OBLIGATION FUND", and all moneys deposited to the credit of such Fund shall be shall be kept and maintained in a special banking account at the City's depository bank. Authorized officials of the City are hereby authorized and directed to make withdrawals from said Fund sufficient to pay the principal of and interest on the Certificates as the same become due and payable, and, shall cause to be (Mv, 761632.1 -15- O D'19 transferred to the Paying Agent/Registrar from moneys on deposit in the Certificate Fund art amount sufficient to pay the amount of principal and/or interest falling due on the Certificates, such transfer of funds to the Paying Agent/Registrar to be made in such manner as will cause immediately available funds to be deposited with the Paying Agent/Registrar on or before the last business day next preceding each interest and principal payment date for the Certificates. Pending the transfer of funds to the Paying Agent/Registrar, money in the Certificate Fund may, at the option of the City, be invested in obligations identified in, and in accordance with the provisions of the "Public Funds Investment Act" (V.T.C.A., Government Code, Chapter 2256) relating to the investment of "bond proceeds"; provided that all such investments shall be made in such a manner that the money required to be expended from said Fund will be available at the proper time or times. All interest and income derived from deposits and investments in said Certificate Fund shall be credited to, and any losses debited to, the said Certificate Fund. All such investments shall be sold promptly when necessary to prevent any default in connection with the Certificates. SECTION 12: Tax Levy. To provide for the payment of the "Debt Service Requirements" on the Certificates being (i) the interest on said Certificates and (ii) a sinking fund for their redemption at maturity or a sinking fund of 2% (whichever amount shall be the greater), there shall be and there is hereby levied for the current year and each succeeding year thereafter while said Certificates or any interest thereon shall remain Outstanding, a sufficient tax on each one hundred dollars' valuation of taxable property in said City, adequate to pay such Debt Service Requirements, full allowance being made for delinquencies and costs of collection; said tax shall be assessed and collected each year and applied to the payment of the Debt Service Requirements, and the same shall not be diverted to any other purpose. The taxes so levied and collected shall be paid into the Certificate Fund. The City Council hereby declares its purpose and intent to provide and levy a tax legally and fully sufficient to pay the said Debt Service Requirements, it having been determined that the existing and available taxing authority of the City for such purpose is adequate to permit a legally sufficient tax in consideration of all other outstanding indebtedness. The amount of taxes to be provided annually for the payment of the principal of and interest on the Certificates shall be determined and accomplished in the following manner: (a) Prior to the date the City Council establishes the annual tax rate and passes an ordinance levying ad valorem taxes each year, the Council shall determine: (1) The amount on deposit in the Certificate Fund after (a) deducting therefrom the total amount of Debt Service Requirements to become due on Certificates prior to the Collection Date for the ad valorem taxes to be levied and (b) adding thereto the amount of the Tax Increment Revenues of the Zone appropriated and allocated to pay such Debt Service Requirements prior to the Collection Date for the ad valorem taxes to be levied. (2) The amount of Tax Increment Revenues of the Zone, appropriated and to be set aside for the payment of the Debt Service Requirements on the 761632.1 -16- FD 19 P] Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (3) The amount of Debt Service Requirements to become due and payable on the Certificates between the Collection Date for the taxes then to be levied and the Collection Date for the taxes to be levied during the next succeeding calendar year. (b) The amount of taxes to be levied annually each year to pay the Debt Service Requirements on the Certificates shall be the amount established in paragraph (3) above less the sum total of the amounts established in paragraphs (1) and (2), after taking into consideration delinquencies and costs of collecting such annual taxes. It is the intent of this Section 12 that the Certificates will be paid first from Tax Increment Revenues and from ad valorem taxes only to the extent Tax Increment Revenues are insufficient for the payment of the Debt Service Requirements. SECTION 13: Pledge of Revenues. The City hereby covenants and agrees that, subject to the prior lien on and pledge of the Tax Increment Revenues of the Zone to the payment and security of Prior Lien Obligations, the Tax Increment Revenues of the Zone, with the exception of those in excess of the amounts required to be deposited to the Certificate Fund as hereafter provided, are hereby irrevocably pledged, equally and ratably, to the payment of the principal of and interest on the Certificates, and Additional Obligations, if issued, and the pledge of Tax Increment Revenues of the Zone herein made for the payment of the Certificates shall constitute a lien on the Tax Increment Revenues of the Zone in accordance with the terms and provisions hereof and be valid and binding without further action by the City and without any filing or recording except for the filing of this Ordinance in the records of the City. SECTION 14: Deposits to Certificate Fund. The City hereby covenants and agrees to cause to be deposited to the credit of the Certificate Fund prior to each principal and interest payment date for the Certificates from the pledged Tax Increment Revenues of the Zone, after the deduction of all payments required to be made to the special Funds or accounts created for the payment and security of the Prior Lien Obligations, an amount equal to one hundred per centum (100%) of the amount required to fully pay the interest and principal payments then due and payable on the Certificates, such deposits to pay accrued interest and maturing principal on the Certificates to be made in substantially equal monthly installments on or before the last day of each month beginning on or before the last day of the month following the date of delivery of the Certificates to the initial purchaser. The monthly deposits to the Certificate Fund, as hereinabove provided, shall be made until such time as such Fund contains an amount equal to pay the principal of and interest on the Certificates to maturity. Accrued interest received from the purchasers of the Certificates deposited to the Certificate Fund and ad valorem taxes levied, collected and deposited in the Certificate Fund for and on behalf of the Certificates may be taken into consideration and reduce the amount of the monthly deposits otherwise required to be deposited in the Certificate Fund 761632.1 -17- from the Tax Increment Revenues of the Zone. In addition, any proceeds of sale of the Certificates in excess of the amount required to pay the contractual obligations to be incurred (including change orders to a construction contract) shall be deposited in the Certificate Fund, which amount shall reduce the sums otherwise required to be deposited in said Fund from ad valorem taxes and the Tax Increment Revenues of the Zone. SECTION 15: Security of Funds. All moneys on deposit in the Funds for which this Ordinance makes provision (except any portion thereof as may be at any time properly invested) shall be secured in the manner and to the fullest extent required by the laws of Texas for the security of public funds, and moneys on deposit in such Funds shall be used only for the purposes permitted by this Ordinance. SECTION 16: Special Covenants. The City hereby further covenants as follows: (a) It has the lawful power to pledge the Tax Increment Revenues of the Zone to the payment of the Certificates in the manner herein contemplated and has lawfully exercised such power under the Constitution and laws of the State of Texas, including said power existing under Chapter 311, Texas Tax Code, and V.T.C.A., Local Government Code, Sections 271.041, et seq. (b) Other than for the payment of the Certificates, the Tax Increment Revenues of the Zone have not in any manner been pledged to the payment of any debt or obligation of the City or of the Zone. SECTION 17: Issuance of Prior Lien Obligations/Additional Parity Obligations. The City hereby expressly reserves the right to hereafter issue Prior Lien Obligations, without limitation as to principal amount but subject to any terms, conditions or restrictions applicable thereto under law or otherwise, and such Prior Lien Obligations hereafter issued may be payable, in whole or in part, from the Tax Increment Revenues upon such terms and conditions as the City Council may determine. Additionally, the City reserves the right to issue obligations payable, in whole or in part, from the Tax Increment Revenues of the Zone and, to the extent provided, secured by a lien on and pledge of the Tax Increment Revenues of equal rank and dignity with the lien and pledge securing the payment of the Certificates. SECTION 18: Application of Prior Lien Obligations Covenants and Agreements. It is the intention of this governing body and accordingly hereby recognized and stipulated that the provisions, agreements and covenants contained herein bearing upon the management and operations of the Zone, and the administering and application of revenues derived from the Zone, shall to the extent possible be harmonized with like provisions, agreements and covenants contained in the ordinances authorizing the issuance of the Prior Lien Obligations, and to the extent of any irreconcilable conflict between the provisions contained herein and in the ordinances authorizing the issuance of the Prior Lien Obligations, the provisions, agreements and covenants contained therein shall prevail to the extent of such conflict and be applicable to this Ordinance but in all respects subject to the priority of rights and benefits, if any, conferred thereby to the holders of the Prior Lien Obligations. 761632.1 -18- i SECTION 19: Mutilated - Destroyed - Lost and Stolen Certificates. In case any Certificate shall be mutilated, or destroyed, lost or stolen, the Paying Agent/Registrar may execute and deliver a replacement Certificate of like form and tenor, and in the same denomination and bearing a number not contemporaneously outstanding, in exchange and substitution for such mutilated Certificate, or in lieu of and in substitution for such destroyed, lost or stolen Certificate, only upon the approval of the City and after (i) the filing by the Holder thereof with the Paying Agent/Registrar of evidence satisfactory to the Paying Agent/Registrar of the destruction, loss or theft of such Certificate, and of the authenticity of the ownership thereof and (ii) the furnishing to the Paying Agent/Registrar of indemnification in an amount satisfactory to hold the City and the Paying Agent/Registrar harmless. All expenses and charges associated with such indemnity and with the preparation, execution and delivery of a replacement Certificate shall be bome by the Holder of the Certificate mutilated, or destroyed, lost or stolen. Every replacement Certificate issued pursuant to this Section shall be a valid and binding obligation, and shall be entitled to all the benefits of this Ordinance equally and ratably'with all other Outstanding Certificates; notwithstanding the enforceability of payment by anyone of the destroyed, lost, or stolen Certificates. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement and payment of mutilated, destroyed, lost or stolen Certificates. SECTION 20: Satisfaction of Obligation of City. If the City shall pay or cause to be paid, or there shall otherwise be paid to the Holders, the principal of, premium, if any, and interest on the Certificates, at the times and in the manner stipulated in this Ordinance, then the pledge of taxes levied under this Ordinance and the Tax Increment Revenues of the Zone (to the extent such pledge of Tax Increment Revenues shall not have been discharged or terminated by prior payment of principal of or interest on the Certificates) and all covenants, agreements, and other obligations of the City to the Holders shall thereupon cease, terminate, and be discharged and satisfied. Certificates or any principal amount(s) thereof shall be deemed to have been paid within the meaning and with the effect expressed above in this Section when (i) money sufficient to pay in full such Certificates or the principal amount(s) thereof at maturity or the redemption date therefor, together with all interest due thereon, shall have been irrevocably deposited with and held in trust by the Paying Agent/Registrar, or an authorized escrow agent, or (ii) Govemment Securities shall have been irrevocably deposited in trust with the Paying Agent/Registrar, or an authorized escrow agent, which Govemment Securities have been certified by an independent accounting firm to mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money, together with any moneys deposited therewith, if any, to pay when due the principal of and interest on such Certificates, or the principal amount(s) thereof, on and prior to the Stated Maturity thereof or (if notice of redemption has been duly given or waived or if irrevocable arrangements therefor acceptable to the Paying Agent/ Registrar have been made) the redemption date thereof. The City covenants that no deposit of moneys or Govemment Securities will be made under this Section and no use made of any such deposit which would cause the Certificates to be treated as (OW, 761632.1 -19- "arbitrage bonds" within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended, or regulations adopted pursuant thereto. Any moneys so deposited with the Paying Agent/ Registrar, or an authorized escrow agent, and all income from Government Securities held in trust by the Paying Agent/Registrar, or an authorized escrow agent, pursuant to this Section which is not required for the payment of the Certificates, or any principal amount(s) thereof, or interest thereon with respect to which such moneys have been so deposited shall be remitted to the City or deposited as directed by the City. Furthermore, any money held by the Paying Agent/Registrar for the payment of the principal of and interest on the Certificates and remaining unclaimed for a period of four (4) years after the Stated Maturity, or applicable redemption date, of the Certificates such moneys were deposited and are held in trust to pay shall upon the request of the City be remitted to the City against a written receipt therefor. Notwithstanding the above and foregoing, any remittance of funds from the Paying Agent/Registrar to the City shall be subject to any applicable unclaimed property laws of the State of Texas. SECTION 21: Ordinance a Contract -Amendments. This Ordinance shall constitute a contract with the Holders from time to time, be binding on the City, and shall not be amended or repealed by the City so long as any Certificate remains Outstanding except as permitted in this Section. The City may, without the consent of or notice to any Holders, from time to time and at any time, amend this Ordinance in any manner not detrimental to the interests of the Holders, including the curing of any ambiguity, inconsistency, or formal defect or omission herein. In addition, the City may, with the consent of Holders holding a majority in aggregate principal amount of the Certificates then Outstanding affected thereby, amend, add to, or rescind any of the provisions of this Ordinance; provided that, without the consent of all Holders of Outstanding Certificates, no such amendment, addition, or rescission shall (1) extend the time or times of payment of the principal of, premium, if any, and interest on the Certificates, reduce the principal amount thereof, the redemption price, or the rate of interest thereon, or in any other way modify the terms of payment of the principal of, premium, if any, or interest on the Certificates, (2) give any preference to any Certificate over any other Certificate, or (3) reduce the aggregate principal amount of Certificates required to be held by Holders for consent to any such amendment, addition, or rescission. SECTION 22: Covenants to Maintain Tax -Exempt Status. (a) Definitions. When used in this Section, the following terms have the following meanings: "Closing Date" means the date on which the Certificates are first authenticated and delivered to the initial purchasers against payment therefor. "Code" means the internal Revenue Code of 1986, as amended by all legislation, if any, effective on or before the Closing Date. "Computation Date" has the meaning set forth in Section 1.148-1(b) of the Regulations. 761632.1 -`ZQ- oOD a "Gross Proceeds" means any proceeds as defined in Section 1.148-1(b) of the Regulations, and any replacement proceeds as defined in Section 1.148-1(c) of the Regulations, of the Certificates. "Investment" has the meaning set forth in Section 1.148-1(b) of the Regulations. "Nonpurpose Investment" means any investment property, as defined in section 148(b) of the Code, in which Gross Proceeds of the Certificates are invested and which is not acquired to carry out the governmental purposes of the Certificates. "Rebate Amount" has the meaning set forth in Section 1.148-1(b) of the Regulations. "Regulations" means any proposed, temporary, or final Income Tax Regulations issued pursuant to Sections 103 and 141 through 150 of the Code, and 103 of the Internal Revenue Code of 1954, which are applicable to the Certificates. Any reference to any specific Regulation shall also mean, as appropriate, any proposed, temporary or final Income Tax Regulation designed to supplement, amend or replace the specific Regulation referenced. "Yield" of (1) any Investment has the meaning set forth in Section 1.148-5 of the Regulations and (2) the Certificates has the meaning set forth in Section 1.148-4 of the Regulations. (b) Not to Cause Interest to Become Taxable. The City shall not use, permit the use of, or omit to use Gross Proceeds or any other amounts (or any property the acquisition, construction or improvement of which is to be financed directly or indirectly with Gross Proceeds) in a manner which if made or omitted, respectively, would cause the interest on any Certificate to become includable in the gross income, as defined in section 61 of the Code, of the owner thereof for federal income tax purposes. Without limiting the generality of the foregoing, unless and until the City receives a written opinion of counsel nationally recognized in the field of municipal bond law to the effect that failure to comply with such covenant will not adversely affect the exemption from federal income tax of the interest on any Certificate, the City shall comply with each of the specific covenants in this Section. (c) No Private Use or Private Payments. Except as permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall at all times prior to the last Stated Maturity of Certificates: (w, 761632.1 (1) exclusively own, operate and possess all property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with Gross Proceeds of the Certificates, and not use or permit the use of such Gross Proceeds (including all contractual arrangements with terms different than those applicable to the general public) or any property acquired, -21- gZ)-a.,/ constructed or improved with such Gross Proceeds in any activity carried on by any person or entity (including the United States or any agency, department and instrumentality thereof) other than a state or local government, unless such use is solely as a member of the general public; and (2) not directly or indirectly impose or accept any charge or other payment by any person or entity who is treated as using Gross Proceeds of the Certificates or any property the acquisition, construction or improvement of which is to be financed or refinanced directly or indirectly with such Gross Proceeds, other than taxes of general application within the City or interest earned on investments acquired with such Gross Proceeds pending application for their intended purposes. (d) No Private Loan. Except to the extent permitted by section 141 of the Code and the Regulations and rulings thereunder, the City shall not use Gross Proceeds of the Certificates to make or finance loans to any person or entity other than a state or local government. For purposes of the foregoing covenant, such Gross Proceeds are considered to be "loaned" to a person or entity if: (1) property acquired, constructed or improved with such Gross Proceeds is sold or leased to such person or entity in a transaction which creates a debt for federal income tax purposes; (2) capacity in or service from such property is committed to such person or entity under a take -or -pay, output or similar contract or arrangement; or (3) indirect benefits, or burdens and benefits of ownership, of such Gross Proceeds or any property acquired, constructed or improved with such Gross Proceeds are otherwise transferred in a transaction which is the economic equivalent of a loan. (e) Not to Invest at Higher Yield. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not at any time prior to the final Stated Maturity of the Certificates directly or indirectly invest Gross Proceeds in any Investment (or use Gross Proceeds to replace money so invested), if as a result of such investment the Yield from the Closing Date of all Investments acquired with Gross Proceeds (or with money replaced thereby), whether then held or previously disposed of, exceeds the Yield of the Certificates. (f) Not Federally Guaranteed. Except to the extent permitted by section 149(b) of the Code and the Regulations and rulings thereunder, the City shall not take or omit to take any action which would cause the Certificates to be federally guaranteed within the meaning of section 149(b) of the Code and the Regulations and rulings thereunder. (g) Information Report. The City shall timely file the information required by section 149(e) of the Code with the Secretary of the Treasury on Form 8038-G or such other form and in such place as the Secretary may prescribe. it (h) Rebate of Arbitrage Profits. Except to the extent otherwise provided in section 148(f) of the Code and the Regulations and rulings thereunder: (1) The City shall account for all Gross Proceeds (including all receipts, expenditures and investments thereof) on its books of account separately and 761632.1 -`l `l - 8D as apart from all other funds (and receipts, expenditures and investments them ce and shall retain all records of accounting for at least six years after the day on which the last Outstanding Certificate is discharged. However, to the extent permitted by law, the City may commingle Gross Proceeds of the Certificates with other money of the City, provided that the City separately accounts for each receipt and expenditure of Gross Proceeds and the obligations acquired therewith. (2) Not less frequently than each Computation Date, the City shall calculate the Rebate Amount in accordance with rules set forth in section 148(f) of the Code and the Regulations and rulings thereunder. The City shall maintain such calculations with its official transcript of proceedings relating to the issuance of the Certificates until six years after the final Computation Date. (3) As additional consideration for the purchase of the Certificates by the Purchasers and the loan of the money represented thereby and in order to induce such purchase by measures designed to insure the excludability of the interest thereon from the gross income of the owners thereof for federal income tax purposes, the City shall pay to the United States out of the Certificate Fund or its general fund, as permitted by applicable Texas statute, regulation or opinion of the Attorney General of the State of Texas, the amount that when added to the future value of previous rebate payments made for the Certificates equals (i) in the case of a Final Computation Date as defined in Section 1.148-3(e)(2) of the Regulations, one hundred percent (100%) of the Rebate Amount on such date; and (ii) in the case of any other Computation Date, ninety percent (90%) of the Rebate Amount on such date. In all cases, the rebate payments shall be made at the times, in the installments, to the place and in the manner as is or may be required by section 148(f) of the Code and the Regulations and rulings thereunder, and shall be accompanied by Form 8038-T or such other forms and information as is or may be required by Section 148(f) of the Code and the Regulations and rulings thereunder. (4) The City shall exercise reasonable diligence to assure that no errors are made in the calculations and payments required by paragraphs (2) and (3), and if an error is made, to discover and promptly correct such error within a reasonable amount of time thereafter (and in all events within one hundred eighty (180) days after discovery of the error), including payment to the United States of any additional Rebate Amount owed to it, interest thereon, and any penalty imposed under Section 1.148-3(h) of the Regulations. (i) Not to Divert Arbitrage Profits. Except to the extent permitted by section 148 of the Code and the Regulations and rulings thereunder, the City shall not, at any time prior to the earlier of the Stated Maturity or final payment of the Certificates, enter into any transaction that reduces the amount required to be paid to the United States pursuant to Subsection (h) of this Section because such transaction results in a smaller profit or a larger loss than would have (Mo.' 761632.1 -23- (F/'-a6 resulted if the transaction had been at arm's length and had the Yield of the Certificates not been relevant to either party. 0) Elections. The City hereby directs and authorizes the Mayor, City Secretary, City Manager and Director of Finance, individually or jointly, to make elections permitted or required pursuant to the provisions of the Code or the Regulations, as they deem necessary or appropriate in connection with the Certificates, in the Certificate as to Tax Exemption or similar or other appropriate certificate, form or document. SECTION 23: Sale of Certificates - Official Statement Approval. The Certificates authorized by this Ordinance are hereby sold by the City to (herein referred to as the "Purchasers") in accordance with the Purchase Contract, dated April 6, 1999, attached hereto as Exhibit B and incorporated herein by reference as a part of this Ordinance for all purposes. The acts of the Mayor in executing said Purchase Contract for and on behalf of the City and as the act and deed of this Council is hereby ratified, confirmed and approved, and in regard to the approval and execution of the Purchase Contract, the Council hereby finds, determines and declares that the representations, warranties and agreements of the City (contained therein) are true and correct in all material respects and shall be honored and performed by the City. Furthermore, the use of the Official Statement by the Purchasers in connection with the public offering and sale of the Certificates is hereby ratified, confirmed and approved in all respects. The final Official Statement, which reflects the terms of sale, attached as exhibit A to the Purchase Contract (together with such changes approved by the Mayor, City Manager, Director of Finance or City Secretary, individually or jointly), shall be and is hereby in all respects approved, and the Purchasers are hereby authorized to use and distribute said final Official Statement, dated April 6, 1999, in the reoffering, sale and delivery of the Certificates to the public. The Mayor and City Secretary are further authorized and directed to manually execute and deliver for and on behalf of the City copies of said Official Statement in final form as may be required by the Purchasers, and such final Official Statement in the form and content manually executed by said officials shall be deemed to be approved by the City Council and constitute the Official Statement authorized for distribution and use by the Purchasers. SECTION 24: Proceeds of Sale. The proceeds of sale of the Certificates, excluding the accrued interest and premium, if any, received from the Purchasers, shall be deposited in a construction fund maintained at the City's depository bank. Pending expenditure for authorized projects and purposes, such proceeds of sale may be invested in authorized investments and any investment earnings realized may be expended for such authorized projects and purposes or deposited in the Certificate Fund as shall be determined by the City Council. Accrued interest and premium, if any, as well as all surplus proceeds of sale of the Certificates, including investment earnings, remaining after completion of all authorized projects or purposes shall be deposited to the credit of the Certificate Fund. SECTION 25: Control and Custody of Certificates. The Mayor of the City shall be and is hereby authorized to take and have charge of all necessary orders and records pending the sale of the Certificates, the investigation by the Attorney General of the State of Texas, including 761632.1 -24- the printing and supply of definitive Certificates, and shall take and have charge and control of the Initial Certificate(s) pending the approval thereof by the Attorney General, the registration thereof by the Comptroller of Public Accounts and the delivery thereof to the Purchasers. Furthermore, the Mayor, City Secretary, Director of Finance and City Manager, any one or more of said officials, are hereby authorized and directed to furnish and execute such documents and certifications relating to the City and the issuance of the Certificates, including a certification as to facts, estimates, circumstances and reasonable expectations pertaining to the use and expenditure and investment of the proceeds of the Certificates as may be necessary for the approval of the Attorney General and their registration by the Comptroller of Public Accounts. In addition, such officials, together with the City's financial advisor, bond counsel and the Paying Agent/Registrar, are authorized and directed to make the necessary arrangements for the delivery of the Initial Certificate(s) to the Purchasers and the initial exchange thereof for definitive Certificates. SECTION 26: Notices to Holders -Waiver. Wherever this Ordinance provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and sent by United States Mail, first class postage prepaid, to the address of each Holder appearing in the Security Register at the close of business on the business day next preceding the mailing of such notice. In any case where notice to Holders is given by mail, neither the failure to mail such notice to any particular Holders, nor any defect in any notice so mailed, shall affect the sufficiency of such notice with respect to all other Certificates. Where this Ordinance provides for notice in any manner, such notice may be waived in writing by the Holder entitled to receive such notice, either before or after the event with respect to which such notice is given, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Paying Agent/Registrar, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 27: Cancellation. All Certificates surrendered for payment, redemption, transfer, exchange, or replacement, if surrendered to the Paying Agent/Registrar, shall be promptly cancelled by it and, if surrendered to the City, shall be delivered to the Paying Agent/Registrar and, if not already cancelled, shall be promptly cancelled by the Paying Agent/Registrar. The City may at any time deliver to the Paying Agent/Registrar for cancellation any Certificates previously certified or registered and delivered which the City may have acquired in any manner whatsoever, and all Certificates so delivered shall be promptly cancelled by the Paying Agent/Registrar. All cancelled Certificates held by the Paying Agent/Registrar shall be returned to the City. SECTION 28: Bond Counsel's Opinion. The Purchasers' obligation to accept delivery of the Certificates is subject to being furnished a final opinion of Fulbright & Jaworski L.L.P., Dallas, Texas, approving the Certificates as to their validity, said opinion to be dated and delivered as of the date of delivery and payment for the Certificates. An executed counterpart of said opinion shall accompany the global certificates deposited with The Depository Trust 761632.1 -25- Company or a reproduction thereof shall be printed on the definitive Certificates in the event the book entry only system shall be discontinued. SECTION 29: CUSIP Numbers. CUSIP numbers may be printed or typed on the definitive Certificates. It is expressly provided, however, that the presence or absence of CUSIP numbers on the definitive Certificates shall be of no significance or effect as regards the legality thereof and neither the City nor attorneys approving the Certificates as to legality are to be held responsible for CUSIP numbers incorrectly printed or typed on the definitive Certificates. SECTION 30: Benefits of Ordinance. Nothing in this Ordinance, expressed or implied, is intended or shall be construed to confer upon any person other than the City, the Paying Agent/Registrar and the Holders, any right, remedy, or claim, legal or equitable, under or by reason of this Ordinance or any provision hereof, and this Ordinance and all its provisions is intended to be and shall be for the sole and exclusive benefit of the City, the Paying Agent/Registrar and the Holders. SECTION 31: Inconsistent Provisions. All ordinances, orders or resolutions, or parts thereof, which are in conflict or inconsistent with any provision of this Ordinance are hereby repealed to the extent of such conflict, and the provisions of this Ordinance shall be and remain controlling as to the matters contained herein. SECTION 32: Governing Law. This Ordinance shall be construed and enforced in accordance with the laws of the State of Texas and the United States of America. SECTION 33: Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. SECTION 34: Construction of Terms. If appropriate in the context of this Ordinance, words of the singular number shall be considered to include the plural, words of the plural number shall be considered to include the singular, and words of the masculine, feminine or neuter gender shall be considered to include the other genders. SECTION 35: Severability. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and the City Council hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 36: Continuing Disclosure Undertaking. (a) Definitions. As used in this Section, the following terms have the meanings ascribed to such terms below: "MSRB" means the Municipal Securities Rulemaking Board. "NRMSIR" means each person whom the SEC or its staff has determined to be a nationally recognized municipal securities information repository within the meaning of the Rule from time to time. 761632.1 -26- 8Z)-'=2 9 "Rule" means SEC Rule 15c2-12, as amended from time to time. "SEC' means the United States Securities and Exchange Commission. "SID" means any person designated by the State of Texas or an authorized department, officer, or agency thereof as, and determined by the SEC or its staff to be, a state information depository within the meaning of the Rule from time to time. (b) Annual Reports. The City shall provide annually to each NRMSIR and any SID, within six months after the end of each fiscal year (beginning with the fiscal year ending September 30, 1999) financial information and operating data with respect to the City of the general type included in the final Official Statement approved by Section 23 of this Ordinance, being the information described in Exhibit C hereto. Financial statements to be provided shall be (1) prepared in accordance with the accounting principles described in Exhibit C hereto and (2) audited, if the City commissions an audit of such statements and the audit is completed within the period during which they must be provided. If audited financial statements are not available at the time the financial information and operating data must be provided, then the City shall provide unaudited financial statements for the applicable fiscal year to each NRMSIR and any SID with the financial information and operating data and will file the annual audit report, when and if the same becomes available. If the City changes its fiscal year, it will notify each NRMSIR and any SID of the change (and of the date of the new fiscal year end) prior to the next date by which the City otherwise would be required to provide financial information and operating data pursuant to this Section. The financial information and operating data to be provided pursuant to this Section may be set forth in full in one or more documents or may be included by specific reference to any document (including an official statement or other offering document, if it is available from the MSRB) that theretofore has been provided to each NRMSIR and any SID or filed with the SEC. (c) Material Event Notices. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any of the following events with respect to the Certificates, if such event is material within the meaning of the federal securities laws: (W 761632.1 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit or liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the Certificates; 7. Modifications to rights of holders of the Certificates; 8. Certificate calls; -27- 9D-3� 9. Defeasances; 10. Release, substitution, or sale of property securing repayment of the Certificates; and 11. Rating changes. The City shall notify any SID and either each NRMSIR or the MSRB, in a timely manner, of any failure by the City to provide financial information or operating data in accordance with subsection (b) of this Section by the time required by such Section. (d) Limitations, Disclaimers, andAmendments. The City shall be obligated to observe and perform the covenants specified in this Section while, but only while, the City remains an "obligated person" with respect to the Certificates within the meaning of the Rule, except that the City in any event will give the notice required by subsection (c) hereof of any Certificate calls and defeasance that cause the City to be no longer such an "obligated person." The provisions of this Section are for the sole benefit of the Holders and beneficial owners of the Certificates, and nothing in this Section, express or implied, shall give any benefit or any legal or equitable right, remedy, or claim hereunder to any other person. The City undertakes to provide only the financial information, operating data, financial statements, and notices which it has expressly agreed to provide pursuant to this Section and does not hereby undertake to provide any other information that may be relevant or material to a complete presentation of the City's financial results, condition, or prospects or hereby undertake to update any information provided in accordance with this Section or otherwise, except as expressly provided herein. The City does not make any representation or warranty concerning such information or its usefulness to a decision to invest in or sell Certificates at any future date. UNDER NO CIRCUMSTANCES SHALL THE CITY BE LIABLE TO THE HOLDER OR BENEFICIAL OWNER OF ANY CERTIFICATE OR ANY OTHER PERSON, IN CONTRACT OR TORT, FOR DAMAGES RESULTING IN WHOLE OR IN PART FROM ANY BREACH BY THE CITY, WHETHER NEGLIGENT OR WITHOUT FAULT ON ITS PART, OFANYCOVENANT SPECIFIED IN THIS SECTION, BUT EVERY RIGHT AND REMEDY OF ANY SUCH PERSON, IN CONTRACT OR TORT, FOR OR ON ACCOUNT OF ANY SUCH BREACH SHALL BE LIMITED TO AN ACTION FOR MANDAMUS OR SPECIFIC PERFORMANCE. No default by the City in observing or performing its obligations under this Section shall constitute a breach of or default under this Ordinance for purposes of any other provision of this Ordinance. Nothing in this Section is intended or shall act to disclaim, waive, or otherwise limit the duties of the City under federal and state securities laws. The provisions of this Section may be amended by the City from time to time to adapt to changed circumstances resulting from a change in legal requirements, a change in law, or a change in the identity, nature, status, or type of operations of the City, but only if (1) the provisions of this Section, as so amended, would have permitted underwriters to purchase or sell Certificates in the primary offering of the Certificates in compliance with the Rule, taking into 761632.1 -28_ P] account any amendments or interpretations of the Rule to the date of such amendment, as well as such changed circumstances, and (2) either (a) the Holders of a majority in aggregate principal amount (or any greater amount required by any other provision of this Ordinance that authorizes such an amendment) of the Outstanding Certificates consent to such amendment or (b) a Person that is unaffiliated with the City (such as nationally recognized bond counsel) determines that such amendment will not materially impair the interests of the Holders and beneficial owners of the Certificates. The provisions of this Section may also be amended from time to time or repealed by the City if the SEC amends or repeals the applicable provisions of the Rule or a court of final jurisdiction determines that such provisions are invalid, but only if and to the extent that reservation of the City's right to do so would not prevent underwriters of the initial public offering of the Certificates from lawfully purchasing or selling Certificates in such offering. If the City so amends the provisions of this Section, it shall include with any amended financial information or operating data next provided in accordance with subsection (b) an explanation, in narrative form, of the reasons for the amendment and of the impact of any change in the type of financial information or operating data so provided. SECTION 37: Public Meeting. It is officially found, determined, and declared that the meeting at which this Ordinance is adopted was open to the public and public notice of the time, place, and subject matter of the public business to be considered at such meeting, including this Ordinance, was given, all as required by V.T.C.A., Government Code, Chapter551, as amended. SECTION 38: Effective Date. This Ordinance shall take effect and be in full force immediately from and after its date of adoption shown below. PASSED ON FIRST READING, March 23, 1999. PASSED ON SECOND READING AND ADOPTED, this April 6, 1999. CITY OF SOUTHLAKE, TEXAS Mayor ATTEST: City Secretary (City Seal) APPROVED AS TO LEGALITY: (40.1 761632.1 City Attomey -29- 8D-3a Exhibit C to Ordinance DESCRIPTION OF ANNUAL FINANCIAL INFORMATION The following information is referred to in Section 36 of this Ordinance. Annual Financial Statements and Operating Data The financial information and operating data with respect to the City to be provided annually in accordance with such Section are as specified (and included in the Appendix or under the headings of the Official Statement referred to) below. 1. The financial statements of the City appended to the Official Statement as Appendix B, but for the most recently concluded fiscal year. 2. The information contained in Tables 1 through 6 and 8 through 14 of the Official Statement. Accounting Principles The accounting principles referred to in such Section are the generally accepted accounting principles as applicable to governmental units as prescribed by The Government Accounting Standards Board. 761632.1 Fb .33 P] A City of Southlake City Council Agenda Item as requested by a Councilmember If you wish to include an item on the City Council agenda, please complete this form and submit to Sandy LeGrand, City Secretary, at least 7 days before the council meeting. Proposed Agenda Item: Reconsider Resolution No. 95-24, repealing Resolution No. 97-22, regarding limiting the number of zoning related applications that may be scheduled on one agenda. Date of Council Meeting: March 23, 1999 Request from: Debra Edmondson 488-3144 (name and phone number) Please provide any attachments/handouts you want to include in the council packet with this request. Council items are determined and listed on the agenda the Monday -week prior to the council meeting so it is imperative to have the submittal seven (7) days before the council meeting. If you have any questions, please contact Sandy LeGrand at (817) 481-5581, ext. 704. Date Received Item will be included on agenda for council meeting Item assigned to consent/first reading/resolution/other items for consideration/other items for discussion, item number ® Copy to City Manager M:\WP-FILES\CITYSEC\FORMS\AGENDAADD.doc qA- 1 RESOLUTION NO.95-24 QW, A RESOLUTION LIMITI NG THE NUMBER OF ZONING RELATED APPLICATIONS THAT MAY BE SCHEDULED ON ONE AGENDA AT A MEETING OF THE PLANNING AND ZONING COMMISSION OR THE CITY COUNCIL; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, review of zoning applications is a lengthy process and requires much analysis by the City Staff, City Planning and Zoning Commission, and City Council; and WHEREAS, the City Council believes it is important to allow all citizens an opportunity to provide input to the Commission and City Council and unduly late meetings create a hardship on the citizens; and WHEREAS, scheduling of an excessive number of zoning related applications on a single agenda results in meetings which extend well past midnight and produces an environment in which careful and thoughtful consideration of the issues of a case is difficult; and WHEREAS, it is in the best interest of the city to limit the number of zoning related applications that may be heard at one meeting; . NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1. The maximum number of zoning related applications that may be considered in public hearing at one Planning and Zoning Commission meeting or City Council meeting is limited to five (5) Zoning related applications shall including Zoning Changes, Concept plans, Site Plans, Development Plans, and Specific Use Permits; except, that if five (5) or more plat reviews are scheduled for a meeting, the total number of zoning related applications that may be heard is limited to three (3). SECTION 2. To insure a comprehensive review of development applications; zoning, concept plan, development plan, site plan, and preliminary plat applications which encompass the same land area and are submitted and processed concurrently shall be collectively considered as one (1) zoning related item. SECTION 3. Among the zoning related applications that may be heard, the following limits apply: (a) No more than two (2) zoning items of fifteen (15) acres or larger; and (b) No more than two (2) applications requiring the review of Concept Plans, Site Plans, Development Plans or Specific Use Permits. SECTION 4. In order to accommodate public participation in components of the Comprehensive Master Plan, no more than one (1) Comprehensive Master Plan element as identified in the City Charter shall be placed on an agenda of the Planning and Zoning Commission or the City Council. Further, discussion or consideration of these elements shall not begin after 11:00 p.m. in the evening. SECTION 5. Notwithstanding any of the above limitations, the Planning and Zoning Commission or City Council may consider more zoning related items which are on the agenda and have been duly notified and public hearings posted to the extent that no discussion for zoning related items begins after 11:00 p.m. in the evening. SECTION 6. If a zoning applicant will suffer an undue hardship resulting from delay caused by the limitations contained in this resolution, the applicant may appeal to the City Council for relief. SECTION 7. This resolution shall take effect from and after its passage, and it is accordingly so resolved. PASSED AND APPROVED THIS of sour cif t9� T Attest: andra LeGrand, City Secretary CAWPFIRES-0RD\CASES4. WPD LIR q A- RESOLUTION NO.97-22 A RESOLUTION ADOPTING AN AGENDA MANAGEMENT SYSTEM LIMITING THE NUMBER OF DEVELOPMENT RELATED APPLICATIONS THAT MAY BE SCHEDULED ON ONE AGENDA AT A MEETING OF THE PLANNING AND ZONING COMMISSION OR THE CITY COUNCIL; REPEALING RESOLUTION 95-24; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, review of development applications is a lengthy process and requires much analysis by the City Staff, City Planning and Zoning Commission, and City Council; and WHEREAS, the City Council believes it is important to allow all citizens an opportunity to provide input to the Commission and City Council and unduly late meetings or repetitive tabling of applications creates a hardship on the citizens; and WHEREAS, scheduling an excessive number of applications on a single agenda results in meetings which extend well past midnight and produces an environment in which careful and thoughtful consideration of the issues of a case may be difficult; and WHEREAS, it is in the best interest of the city to consider master plan components and development related ordinances in a timely manner; and WHEREAS, it is in the best interest of the city to limit the number of applications that may be heard at one meeting; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SOUTHLAKE, TEXAS: SECTION 1. Resolution No. 95-24 is hereby repealed and the procedures and requirements herein are adopted. SECTION 2. The number of development related items that may be placed on an agenda of the Planning and Zoning Commission or City Council shall, when assigned points based upon the points assigned to the item as shown in the attached Exhibit One, not exceed two hundred and forty (240) points. G(p L:\WP-FILES\RES-ORD\LIMT-CAS\CASES6.WPD Approved April 1, 1997 Page I of SECTION 3. Nothing herein shall prohibit the City's ability to comply with the statutory requirements for reviewing plats in a timely manner. SECTION 4. For the purposes of this resolution, master plan components and ordinances requiring review by the Planning and Zoning Commission shall be considered as development applications and included in the allocation of points for establishing the agendas. SECTION 5. In order to accommodate public participation in components of the Comprehensive Master Plan, no more than one (1) Comprehensive Master Plan element as identified in the City Charter shall be placed on an agenda for any regular meeting of the Planning and Zoning Commission or the City Council. SECTION 6. If an applicant will suffer an undue hardship resulting from delay caused by the limitations contained in this resolution, the applicant may appeal to the City Council for relief. SECTION 7. This resolution shall take effect from and after its passage, and it is accordingly so resolved. Attest: PASSED AND APPROVED THIS 4TH DAY OF APRIL, 1997. andra LeGrand, City L:\N�*P-FILES\RES-ORD\LIMT-CAS\CAS ES6. W PD dlb� '[ E C4 S O(* fir; Al qA-5 Approved April I, 1997 Page 2 of 3 EXHIBIT ONE SUBMITTAL APPLICATION POINTS COMMENTS AG, SF I or RE zoning request; SF-30, SF-20 zoning request (where no infrastructure improvements 10 With Plat Showing or Preliminary Plat required) No Concept Plan or Site Plan required add 10 points SF-30, SF-20 zoning request (infrastructure improvements required; Concept Plan required. (< 30 acres) 90 With Preliminary Plat add 15 points > 30 acres add 30 points With Preliminary Plat add 15 points Residential PUD zoning request (<100 acres); Development Plan required. 90 or MH, NIFI, MF2, C4 zoning request Residential PUD zoning request (>100 acres); Concept Plan required. 90 With Development Plan add 30 points With Preliminary Plat add 15 points Residential PUD - Development Plan Only (< 100 acres) 60 >100 acres, add 30 points 01, 02, C 1, C2, C3, B1, B2, 11, 12 zoning request (s 10 ac.); 20 > 10 ac. add 20 points No Concept Plan or Site Plan required. With concept plan add 30 points With Site Plan add 30 points With Preliminary Plat add 10 points CS zoning request. concept,plan required 45 With Preliminary Plat add 10 points Non-residential PUD zoning request (< 20 acres); 60 > 20 acres add 30 points With Concept Plan add 60 points With Development Plan add 60 points With Site Plan add 30 points With Preliminary Plat add 15 points Non-residential PUD-Development Plan or Concept Plan only 60 With Preliminary Plat add 15 points (<20 acres) > 20 acres add 30 points Specific Use Permit request; 30 With Site Plan add 30 points Concept Plan required With Preliminary Plat add 10 points Concept Plan or Site Plan approval (property already zoned) 30 With Preliminary Plat add 10 points Preliminary Plat or Plat Revision (< 10 acres) not noted above 10 > 10 acres or PUD add 10 points Final Plat (< 10 acres) 5 > 10 acres or PUD add 10 points Other plat not noted above (< 10 acres) 10 > 10 acres add 10 points Plat Expiration Extension or Variance Request 5 Master Plan Component 60 If first public hearing, add 30 points Ordinance (New or revisions) 30 �bw qA— 6 L:\WP-FILES\RES-ORD\LINtT-CAS\CASES6.WPD Approved April I, 1997 Pave 3 of 3 CITY COUNCIL MID -YEAR REVIEW March 23,1999 9:00 P.M. 9:00 P.M. Introductory Remarks CEH 9:10 P.M. 1) Financial Review LAH 9:30 p.m. 2) Mid -Year Budget Considerations CEH A. Proposed Organizational Changes B. Employee Benefit Enhancements 10:00 P.M. 3) Capital Projects Status Report BW A PT D T T,.,4.,ty -r,.. _ B. S.H. 114 Reconstruction Update C. Traffic Management Bond Issue Update 10:20 p.m. 4) City Council Project Priorities GL A. Status Report 10:30 p.m. 5) Other Mid -Year Review Issues CEH Please Note: The following have been provided as "text only" items, included in your packet as a means of providing additional information about important topics. Any of these items may be reviewed at Council's request: l) Employee Recruitment Issues 4) Biennial Business Survey 2) Entry Portal Concept Development 5) Crime Control Dist. Annual Program Evaluation 3) Citizen Survey 6) FM 1938 Extension CITY OF SOUTHLAKE �Iid Year Financial Review - March 23, 1999 (October 1, 1998 through February 28, 1999) Five months through the 1998-99 fiscal year, revenues in the General Fund are near or slightly ahead of budgeted amounts in several categories. This discussion of revenues will focus on receipts from October 1998 through February 1999 and how the total relates to the amount budgeted. Included in this report is a copy of the General Fund Statement of Revenues, Expenditures and Changes in Fund Balance for the period ended February, 28. 1999 with comparative actual amounts for the period ended February 28, 1998. Also included is the Water and Sewer Enterprise Fund Comparative Statement of Revenues and Expenses for the period ended February 28, 1999 and February 28, 1998. These reports reflect the final audited amounts for FY1997-98 as reported in the City's Comprehensive Annual Financial Report. The December 1998 quarterly investment report, prepared by First Southwest Asset Management, is included. This report details the security holdings of the City and the Southlake Parks Development Corporation. The vield to maturity as of December 1998 on the City_ 's overall portfolio is 5.1 °io and the market value is S%9,680,32S. GENERAL FUND REVENUES (am., PROPERTY TAX. In the General Fund, $5,566,171 of S6,463,640 or 6b.1'//o, of oucigeted FLvti�.1 �� u:i u� lu-1- 1 Lr-11 11VL. L�. U. LJ 111Ly \r yLvy�. j• li.un viil:i ura. u�.1;i1L.iueiat uS Of Feb.: L;ar<• 1, most tax collections are received in the first four months of the fiscal year. Although this collection percentage is slightly lower when compared to last year it is anticipated that collections will meet projections. Tarrant County has collected the City .s taxes since 1982. Approximately S44,000 11LLJ V,r,. 11 \.V11 �. \. Lam. \L 111 � 1\. N1Lu1 L,1 ♦V1a VLa�.1� LLa.f�.� L.a_ LhC •.. T.-♦ L� V� 11 (�10� 7. _ni Q t• t�.,+�l . c.. c-nSO S from rollback taxes were S 124.000. FRANCHISE FEES. Franchise fees include amounts received for use of public rights of way from TU Electric, Tri-County- Electric, Southwestern Bell Telephone, General Telephone, and Marcus Cable. The FY1998-99 budget estimated a 12% increase over actual FY1997-98 receipts, unless there was a set contract amount, such as that for Southwestern Bell. To date the City has received S778.408 of S984,112 budgeted. Electric utility franchise receipts exceed the budget amount b-,• S 102.660. Cable franchise fees are S 16.946 ahead of estimates. The Gas franchise w•111 be received in late May. For one quarter, S66,641 has been collected from GTE: another $170.000+ is expected for the remainder of the year. It is anticipated that revenues from Franchise Fees will exceed budgeted amounts by approximately S 120,000. FINES/FORFEITURES. Revenues from Fines and Forfeitures are S281.519 which is 32.1% of the S875.798 budgeted. This revenue source depends on many variables, such as the number of citations issued, warrants issued and collected, plus the number of cases assigned to deferred 19M ^�*-cv Citation volume is expected to level out. and revenues fmm tines are anticipated to -.. meet or slightl,.- exceed budget. CI-LARGES FOR SERVICES. This category includes revenue from ambulance transport. recreation class fees, and amounts received from the Cities of Grapevine, Colleyville. Trophy Club and the Grapevine/Collevville and Carroll School Districts for participation in the Teen Courtprogram. Revenues to date total $172,398, compared with $152.604 last year. Recreation fees make up the greatest part of the amounts collected to date, $134,155, however there is a corresponding increase in the Parks and Recreation Division expenditures for temporary labor and payments to recreation instructors. It is anticipated that revenues from Charges for Services will be within budgeted amounts. SALES TAX. Sales tax (1%) budgeted for Fiscal Year 1998-99 is $3.021,050, which is an increase of 19.9% over last year's actual collections of $2,521,965. For October 1998 through February 1999, (four months collections) the City has collected $1,020,570 in sales tax. This is 1.1 %, or-$11,662 behind the projected amounts to date. The following table shows actual FY1997-98, plus the budget and actual to date for five months (through March) collections for FY1998-99. Based on this information, sales tax is estimated at $3.006,603 for the year. Actual Budget Actual Estimated (est-budg) 1 °io Month 1997-98 1998-99 1998-99 1998-99 Difference I Change October 237,164 284,122 310,767 310.767 26,6451 9.38% November 193,664 232,009 206,887 206,887 (25,122) -10.83% December lo-i 87il i96,3171 188,493 188,493 (7,824) -3.99% January 266,437 319,192 313,831 313,831 95,361) -1.68% February 168,914 202,359 199,573 199,573 (2.786)1 -1.38% I'.viarch 160,147 191,856 01 191,856 01 0.00% April 215,299 257,928 0 257,9281 01 0.00% May 217,760 260,876 0 26078761 0 0.00% June 200,233 239,879 0 239,879 0 0.00% July 274,072 328,338 0 328,338 0 0.00% August 224,126 268,503 0 268,503 01 0.00% September 200,169 239,669 0 239.669 01 0.00% (Total 2.521.856 3,021,050 1,219.552 3,006.603 (14,448)1 -0.48% DI-2 I X The following chart shows the amnnof calac ram_ rnllarta� }iv, rnrartPr tnr FY199Fi_4% FYI997- - -nt -- --- — --- -- - ,-------- -- - - 98 and FY1998-99 as projected. Sales Tax Collections by Quarter 3,000,000 2,500,000 2,000,000 1,500,000 1,000,000 500,000 FY97 FY98 FY99 ❑ Qtr 4 ❑ Qtr 3 ■ Qtr 2 ®Qtr 1 PERMITS/FEES. Revenues from permits and fees are $864,852, or 31.5% of the budgeted amount of S2,742,788. This is less than the $944,333 collected as of February 1998. Through February 1999, there have been 53 less single family residential permits issued compared with the first five months of FY1997-98. The City has issued 176 permits; 600 are estimated for the year. Staff will continue to monitor the collections from single family permits issued. As of February 1999, 72 commercial permits had been issued, compared with 47 for the same period the previous year. This revenue category also includes fees from zoning, platting, contractor registration.. drainage inspection, construction inspection, and engineering plan review. 1vIHSCELLaNE0US. finis category inciudes am otuiis rectived for copies of ordinances, revenue from tower leases, the 10% administrative fee retained from Municipal Court State taxes remitted quarterly to the Comptroller. and fees received for police accident reports. The City has received $83.484 to date. compared with S37,053 received during the same period last year. Because of inereaseu tine WiicLLiuuR�). Liic i v io ice iciaiiicu U.Y Life amity iir cour< tales has increased. However, it is anticipated that, because of the expected leveling off of citations during the year, that these fees will level off as well. Revenues from miscellaneous income will meet or slightly exceed the $145,659 budgeted. INTEREST INCOME. Interest earnings to date total $69,807. The total collected is on target with the S 190.000 budgeted for the year. GENERAL FUND EXPENDITURES For the first five months, or 41.67% of the fiscal year, General Fund total expenditures are $5,352,199. or 34.0% of the S15.718,792 budgeted. A brief discussion of each department will follow, providing a summary explanation of major expenditure trends. General Government Department. Department expenditures for the City- Secretan-'s Office, Human Resources. City Manager's Office. and Support Services total S927.240. which is 27.3% D1-3 of budget. Personnel expenditures are on target with budget. The City pays for its liability insurance at the beginning of the year, instead of a monthly payment. therefore the budget for Support Services reflects this large expenditure early. Total insurance premium paid to date is S 131,041 of the S 160,000 total budgeted. Legal service fees are currently at S 113.426 of the S500,000 budgeted. Therefore it is anticipated that expenditures in General Government will be within the amount budgeted. Finance Department. For the Finance, Municipal Court. and Teen Court Divisions, total expenditures to date are $373,538, or 43.9% of the $851,569 budgeted. Personnel, operations and capital expenditures are within budget. Public Safety Department. Total expenditures for Police Services, Fire Services. Public Safety Support, and Building Inspections are $2,652,475, which is 37.8% of the $7,025,403 budgeted. The Public Safety Department maintains an internal accounting system for purchases which must be approved within the chain of command before items are acquired. This reinforces the accountability of the Department and ensures the close tracking of expenditures. Currently, overtime expenditures are running slightly ahead of budget. This is due to the under -expenditure for personnel services resulting from understaffing at the beginning of the year. It is anticipated that total Operations and Capital expenditures wiii finish the %ear within oudgCi. Public Works Department. Budgeted within this department are Streets/Drainage, and Public Works Administration. Expenditures to date are $562,831, or 32.3% of the 51,742,896 Lbudgeted. Personnel expenditures are within budget. In the Streets Drainage Diviaioa, a171,vvv so nlln,ot-A fnr ctr t ranq;rc is nrimnrily done during the «-arm months. As of February, $30,340 has been spent, leaving the bulk for the remainder of the year. In the Public Works Administration Division S50,000 had been allocated for engineering services, primarily for the drainage master plan. Slightly more than 52,600 has been spent through February. Phase two of tI, Aroinnna rnoct. r elan «:ill hP initint?cl in the near future. 14 Community Development Department. The Community Development and Economic Development Divisions have expended $249,332, or 36.9% of the $676,312 budgeted for the year. Expenditures in the Department are within budget. Community Services Department. Total expenditures for Community Services, Parks and Recreation, and Library Services are $586,782, or 28.8% of the 52,034,302 budgeted. Personnel expenditures are on target with budget. There is S 120,000 allocated for contract mowing during the summer months, consequently minimal expenditures have been made on this line item. Many of the recreation programs are planned for the summer months, therefore only $57,381 of the $255,000 budgeted for revenue -supported contract instructors has been spent through February-. In Community Services, the contracts for the community service groups have been executed and disbursed, with 532,500 spent to date. Expenditures in the Department are expected to be within budget projections. D 1-4 WQe ATER AND SEWER ENTERPRISE FUND Revenues. As of February 28, 1999. the City has received $3.214,937, or 38.9%. in revenues of the $8,263.215 estimated. This is compared to $2,842,063 received through February of last year. There have been 175 new water customers, 239 new sewer customers, and 193 new garbage customers added from October through February 1999, increasing the number of customers to 6.503 water, 4,195 sewer, and 5,980 garbage. The majority of revenue is received in the summer months. Total revenues for the year will most likely be within budget amounts. Expenses. The City has expended $2,749.221, or 33.40/0. of the S8.236.148 budgeted for personnel. operations, capital, and debt services expenses. Of the total expenses, S464,544 has been paid to the Cities of Fort Worth and Trophy Club for treated water, while S794,122 has been paid to the Trinity River Authority for debt service, together accounting for over 45% of total expenses to date. DEBT SERVICE FUND The City has received S2,084,445 in current and delinquent ad valorem taxes through February 1999. There has been S 16,224 interest earned and $281,953 transfers from other funds for debt service. Principal and interest payments of $2,378,305 have been made. These amounts are within budget. The remainder of annual debt service requirements will be paid in August, (mow, according to the bond payment schedules. L SOUTHLAKE PARKS DEVELOPMENT CORPORATION Operating Fund. Through February, $509,989 in the '/2 cent sales tax has been collected, and S 14,195 interest earned. Sales tax receipts, as mentioned in the Generai Fund discussion, are 1.1% behind estimates, or-$5,831. Expenditures for personnel total $19,106, and S272,552 has been transferred to the SPDC Debt Service Fund. Debt Service Fund. Bond interest and administrative expenditures total $219,562. with $7,928 earned in interest. CRIME CONTROL AND PREVENTION DISTRICT Operating Fund. Through February, $455.517 in the %Z cent sales tax has been collected, and $3,195 interest earned. Sales tax receipts are 7.2% behind estimates, or 435,544. Expenditures to date are S6,681. Land for future DPS facilities has also been purchased in the amount of $1,992,861 «-Ech is being funded by tax notes issued in October 1998. D1-5 ` PARK DEDICATION FEE FUND M Revenues. The City has collected $19,305 of the $100,000 budgeted for the year. This revenue source varies depending on the number of developments during a fiscal year, and the park dedication fee credits given, if any, for open space and amenities. The fund has earned $2,924 interest for the year. Expenditures. Total expenditures to date are $100,892 of the $242,144 budgeted. This amount is transferred to the Debt Service Fund. In FY1995-96, the City acquired an additional 17 acres for Bob Jones Park. The annual amounts due on the notes payable are paid by the park dedication fees. D1-6 RFVFNLJES Ad Valorem Taxes Sales Tax Franchise Fees Fines Charges for Services Permits/Fees Miscellaneous Interest Income Total Revenues FXPFNDITURES City Secretary City Manager Support Services General Government Total Human Resources Human Resources Total Finance Municipal Court Municipal Court -Teen Court Finance Total Fire Police Public Safety Support Building Public Safety Total Streets/Drainage Public Works Administration Public Works Total Community Development LGVIIVIIIIG LG-r GI V�/lll Glll Community Development Total Community Services Parks and Recreation Library Services Community Services Total Total Expenditures Excess (deficiency) of Revenue over Expenditures OTHER FINANCING SOURCES .AND r ;S .S) Proceeds from leaserCO (net) Transfer In -Other Funds Transfer To -Other Funds Total Other Sources/(Uses) Excess (deficiency) of Revenues/other sources over Exp FUND BALANCE OCT 1 Change in reserved fund balance ENDING FUND BALANCE ^und balance percentage GENERAL FUND Statement of Revenues, Expenditures and Changes in Fund Balance for the period ended February 28,1999 with comparative actual amounts for the period ended February, 28. 1998 (fiscal month 5 - 41.6715) $1,116,945 313,831 265,577 54,556 19,980 204,120 26,639 19,611 $2,021,270 $18,699 25,002 48,155 26,631 LO-M 106,976 283,102 61,883 45,061 497,021 45,540 36,937 23,194 81,309 5-225 110,228 $987.977 51.033,293 $0 65,461 (69 329) ($30,868) $1.002.425 Adopted Percent Actual Percent Year to Date 1998/99 Collected! Year to Date Total Collected! 1998'99 Budge Expended 1/1/ 9 30/98 Fpended $5,566,171 56,463,540 86.1% $3,563,568 $3,970,964 89.7% 1,020,570 3,026,050 33.7% 861,136 2,521,965 34.1 % 778,408 984,112 79.19 580,795 883,871 65.7% 281,519 875,798 32.1% 248,376 630,645 39.4 % 172,398 685,006 25.2Q 152,604 590,950 25.8% 864.852 2,742,788 31.5E 944.333 2.733,934 34.5% 83,484 145,659 57.3 % 37,053 278,573 13.3 % 69.907 190. 36.7 c 54-773 178-867 30.6`,'o $8,837,209 $15,112,953 58.5% $6,442,638 $11,789,769 54.651'. $103,946 5301,173 34.5% 585,474 5226,793 37.7% 134,364 351,003 38.3% 130,150 338,110 0.0% 612.645 1 526 534 24.2% 619;432 1,498,707 41.3% 850.96 3,178.710 26.8% 835_056 2,063,610 40.5% 76.285 209,600 36.45c 80Ail 231913 34.3 % 76,285 209,600 36.4% 80,121 '3� 34.3% 202,556 454,166 44.6 % 162,750 399,334 40.8 % 126.026 304,770 41.4% 103,749 267,311 .iB.tStic " 5 92=633 48.5 c 21-05" 59-586 35.3 c 373,538 851.569 43.9% 287,551 716,231 39.6% 647,965 1,857,825 34.9 % 697,783 1.784,478 39.1 % 1,267,210 3,418,246 37.1 % 1,097,897 2.822,719 38.9 % 434,998 1,056,436 41.2 % 379,151 1=4.557 302;302 692,896 43.6 % 209 234 567,051 36.9 7 2,652,475 7,025-403 37.8% 1W384,065 6,178.805 38.6% 293,039 939,167 31.251c 289,028 820,722 35.2% 269269.792 8038Q3_729 33.6% 312.195 783.368 39.9% 562,831 1,742.896 32.317 601,222 1,604,090 37.5% 213,971 531.480 40.3% 180,785 489,319 36.9% 249.332 676.312 36.9% 117.474 606,092 35.9% 148,323 416,831 35.6% 145,703 342,198 42.6% 407,884 1,454,991 28.0% 390,474 1,154,334 33.8% 30.575 162 480 18.8 % Q Q 0.0 % S " 1,034.301 28.8% 936.177 1,496,532 35.8%n $5,35".199 $15,718,792 34.0% 14,94,,667 $12,909,283 38.3% $3,485,011 (5605,839) 51,500.971 (51,119,514) SO 5694,300 K S"18,433 327,303 1,235,527 295.363 715,869 (491.643) I1.155.94?) Q %53 $.69) ($154,340) $773.885 5295,363 $1.380,433 53.330.671 S168-046 SI-796.334 5260.919 $2,858.521 $2,858,521 52,597,602 SO SO SO 56.189.192 S3 016.567 S' 8. 58.521 19.3% 22.1 D!-7 REVENUES Water Sales -residential Water Sales -commercial Seiner Sales Sanitation Sales Other utility charges Miscellaneous Interest Income Total Revenues EXPENSES Water Utility Billing Sewer Sanitation Debt Se -vice - Revenue Bonds Total Expenses ,,,Excess (deficiency) of Revenue over expenses OTHER FINANCING SOURCES AND iS S) Transfer In -Other Funds Transfer Out -Other Funds Total Other Sources/(Uses) Excess (deficiency) of Revenues and other sources over Expenses WATER AND SEWER ENTERPRISE FUND Comparative Statement of Revenues and Expenses for the period ended February 28, 1999 and February 28, 1998 (fiscal month 5 - 41.677) Adopted Month Year to Date 1998/99 1998/99 Budget $315,544 $1.935,377 $5,220,000 73,451 321,707 805,500 93,352 469,609 975,000 57,691 280,830 636,000 36,121 147,453 443,315 1,156 6,501 51460 83,400 10.8 $588,150 $3,214,937 100,000 $8,263,215 $196,418 $970,538 54,504,340 15,817 98,079 303,421 52,769 300,352 747,246 44,727 177,104 5ou,uuu 293293,645 1.203.148 111.141 $603,376 - $2,749,221 S465.7i6 $8,236,148 S27.667 SO $0 SO (65-461) (327,303) (785.527) ($65,461) (S327,303) ($785.527) 37.1 % 39.9 % 48.2 % 44.2 % 33.3 % 7.8 % 53.5 % 38.9 % 21.5% 32.3 % 40.2 % 31.6% 56.7 7 33.4 % Actual Percent Year to Date Total Collected,' 2/28/98 9/3-0/98 Expcnded $1,694,860 S6,053.989 28.0 7 306,226 846.277 36.2 384.354 1.037.099 37.1 255,582 635,055 40.2 156,428 409.582 38.2 % 16,673 167.494 10.0 % 27"940 89_325 31.3 % $2,842,063 S9,238.821 30.8 % $1,098,949 S4,965.046 22.1 7 - - 0.07 276.168 932,115 29.6 7 159,743 496,147 32.2 958.979 49.3 7 $2,493,839 S8,336,874 29.97 2 $347,560 S834,145 (294.667) (700.0001 $52,893 S134,145 ifE U m 00 M y a � Q ON V E--Z iz 0 V co CO q2 � 2 0 ~QGI � •§ �) §�§7§7 q§� � 7§ kkkk$/ �f§ cl kkkk§) %/2 CO cl) N r- w (14 CD kk §okj \ k k k Sf� / Q k �k � �m �M� « fe \k§§ § 2(L $ch$$ / §§§q§% q%q % jg, GSGG$G q$R 1, o, R��*-- f—R � kk$kL/ kLOLq Ct nC--00t m @SmJCR$ g0r- q 0 ■ kkk2$8 RBk cm o�%**� *gym e p m §; %G�GR$ Vrq ■ ■� �� oaRRL— �W)Lq ( o _ IL MCV 00 \ — ® 0 �cli I . 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Vloef 0� Q a8 U� V2M k'vZiM ��lc r o0� W E, A a wo �Q WW <L��au. w � v f Cl) Cl) cliLO NLO Za, 27toLO to� � J �a# �7\ § �k c■ $ $&q§� q q o_LOV) LO CN# co C4 2 § 0LOm� Rf*s s 04 f n ® _ M omwi� 00 r,a 06 ti )2 8$k� » $ \\ G $ $ �� a C4 o-o _ 02 Clli cm \v �\ L �L �to C] « �a k/k § $§qq § qq q q id oCOOLO oocor- 0 c a_ �- (D Cl) to o 02 A * cl _ M> 8�2-r- 9r- # § RR9� - 7R R �--R k ® CD m 8m�q § qR g G o ■ k§Gr q/ k § o--- - V: cm 0 0 0 kKcq$ ƒ \ On 2 0JM 2 -mxo k� k§k § 0 � 2 2a oao a o02 a �2� c $$* k VO4— ° �a kkk k o- � p �. MOO 8 kOa §k § k$$ A � $§T 0) �@ k® §§k � Is§ 0000) om G�� q LnLnCoIn wW);ua �& fx om k� 7k�� 0� §n k 0 cl LX 0 0 )2 U �§Z§ 2' �§ g ■■ ��§a � ° ■00, oa ., o_ -JE� 0 2E-1 �q�W-o Iwo w a x a 4 k/LL2§ a§§ 0/�/� City of Southlake, Texas MEMORANDUM TO: Curtis E. Hawk. City Manage. - FROM: Shana K. Yelverton, Assistant City Manager SUBJECT: Proposed organizational changes Action Requested: City Council review of proposed changes to the municipal organization during its Mid -Year Review. Background Information: Since the City of Southlake approved its home rule charter in 1987, the municipal organization has undergone a number of changes to ensure effective and efficient delivery of services. These changes have been in response to community dynamics, including the increased population and employment tease, which have necessitnted a new nnnrnnch to service delivery. In FY 1989, the City Council directed you as City Manager to begin building a staff to meet the needs of the expected growth. Each year, new staff positions have been added to allow the staff to respond to requests for services. Positions that have been added have included a switchboard operator, professional planners, DPS communication specialists (dispatchers), public safety coordinator, firefighters, police officers, DARE officers and School Resource Officers, PSOs, street maintenance workers, water/wastewater workers, assistant to the city manager, building maintenance worker, engineers, parks and recreation workers, economic development professionals, code enforcement officers, accountant positions, public information officer etc. This is not an exhaustive list, but illustrates how far we have come in building a professional staff to perform the necessary duties to deliver wanted and needed services. Professional managers to direct municipal operations have also been added to the staff. These have included a Police Chief, now Director of Public Safety (1988), Director of Public Works (1989), Director of Finance (1991), Director of Community Development (1992), Assistant City Manager (1993), Director of Parks and Recreation (1995) and Director of Human Resources (1997), and Director of Economic Development (1999) . In addition to staffing issues, organizational issues have been addressed during the past few years as a part of a process to continually monitor the effectiveness of the organization's structure. These changes have ensured that we are adaptable in meeting the needs of the community. Some of these changes have included: DZ-A - I Curtis E. Hawk Proposed Organizational Changes Pase (aw ♦ The consolidation of the fire and police operations into a Department of Public Safety (1990), ♦ The creation of a Water utilities Division in the Public Works Department (1990), ♦ The creation of a Finance Department (1991), ♦ The creation of a Planning & Zoning Division in the Public Works Department (1990) and subsequently into a department (1992), ♦ The creation of the Parks & Recreation Department (1995) and subsequent reconfiguration into a Department of Community Services (1998), ♦ Reassignment of Code Enforcement and Building Inspections from Public Works Department to Public Safety Department (1998), and ♦ The creation of the Department of Economic Development (1999). The aforementioned changes have enhanced our capability to provide operational excellence in the delivery of municipal services by our staff; assigning responsibility and accountability for municipal operations to professional executive staff has resulted in an outstanding value for the cost of our services, and tangible results for the City and its residents. Proposed Changes for Alid-Year. Strategies for achieving our goal of providing excellent service for our residents are reviewed periodically by (aaw evaluating the City's priorities and the staff's strengths and weaknesses toward that end. Most recently, the senior management team discussed potential changes at the Director's Retreat held in February 1999, and is proposing the following changes: 1. Reconfiguring the Public Works Department into two departments: Public Works Department and Engineering Services Department. 2. Moving Geographic Information Services (GIS) from the Public Works Department to the City Manager's Office. Public Works/Engineering Services. City of Southlake infrastructure has been built, almost entirely, within the past ten years. We are getting to a point where our growing infrastructure inventory must receive heightened attention for daily maintenance. (Example: the extensive number of lift stations within our wastewater collection system requires regular and ongoing care and attention.) Our maintenance responsibilities are increasing as our water, wastewater, stormwater and roadway system expand and/or ages, but we are still facing at least a decade of major engineering -related capital projects. We are at the point where we need director -level attention to both aspects of public works, and are recommending that the Public Works Department be split to ensure that we give the appropriate attention to ongoing maintenance and operation of public works facilities, etc., as well as engineering projects. i-,)2-A -�. Curtis E. Hawk Proposed Organizational Changes Paze 3 Engineering projects have been the city's focus of the public works concern for the last several years due to the magnitude of improvements either underway or planned. Implementation of the CIP to provide for water. sewer and roadway infrastructure for residential and commercial customers of the City has been a top priority of the department for the last year. As we move forward with continued residential and commercial development (as well as park development), these responsibilities will grow. As examples, the proposed traffic management bond package, stormwater drainage master plan implementation, park construction program, DPS facility development/construction, and continued implementation of the public works CIP will demand a strong engineering presence for at least the next decade. Additionally, there are many associated issues which will require engineering attention, and strong director -level involvement. These items include: ROW acquisition, consultant management, grants administration, contract management, inspections (public works), utility coordination, DRC participation, plans review, CIP budget management, traffic engineering and city building/facility construction. The attached memo from Ron Harper was prepared in response to this office's question, "How would an Engineering Services Department function?" He has outlined tasks and a traditional organizational chart to illustrate the functicns cf thA prcpcst-� hoc the various responsibilities of the proposed department. In the reconfigured department, Public Works, focus would be on operation and maintenance of existing infrastructure, as well as managing necessary public works programs. The city is facing a variety of federal and state mandates related to the provision of water and sewer services. as well as stormwater runoff, which will require significant attention in the near future and well into the next decade. Separating engineering responsibilities from the Public Works Department will allow staff to successfully manage programs to address these mandates and issues. The organizational change would provide an opportunity to address other issues not currently being addressed (or not being addressed in great detail). For example, facility management, increasingly important as we build city and DPS facilities and including existing building maintenance and janitorial services, would be placed in Public Works. The new department would also begin a new focus on a "clean streets" program, sidewalk maintenance, environmental issues (sewer overflows, drainage pollution) and Town Square maintenance (street sweeping, etc.). Additionally, sanitation service management would be assigned to Public Works. The attached memo from Bob Whitehead further explains the proposal for the reconfigured Public QW Works Department. It is anticipated that the "split" of the Department of Public Works would endure throughout our growth period, i.e., during the next ten years. Once D2- A -3 Curtis E. Hawk Proposed Organizational Changes Pate -t we have completed our "building phase" the two departments would most likely be consolidated again with a focus on maintenance. Geographic Information Services. Currently, GIS operates out of Public Works, but serves the needs of the entire city staff. Given the demands for GIS, this function would be best managed in the City Manager's Office. No additional staff is proposed at this time and no staff changes will occur. Financial Considerations: At mid -year, only one new position, Director of Engineering Services, is being proposed to effect the changes previously discussed. The total annual cost for this position is estimated at $102,000 (salary, benefits, office furniture and equipment) for the remainder of FY 99-00. Additional staff needs would be addressed with subsequent budget requests, which will likely occur regardless of any changes in the organization of the Public Works Department. Citizen Input/ Board Review: No citizen/board review. Legal Review: N/A Alternatives: Keep the current department intact. Supporting Documents: Proposed organizational charts and duties for the proposed departments Memo from Ron Harper, dated March 4, 1999 Memo from Bob Whitehead, dated March 11, 1999 Staff Recommendation: Staff recommends placing this item on the agenda for Council's mid -year review. Upon Council direction, a budget amendment would be brought forward for Council approval, as would an ordinance amending the City Code to create a Department of Engineering Services. Approved for Submittal to City Council: City Manager's Office D-Z-A-4 A A i a .o m � E ai N (a d U c6 N m C C 0 coN LL C C co U 2 c U 2 i NI E E j CJ (� a U 4 r l O O O � p C O � O U a U c d Cc U 4� a) cm p cu c aW O •C N O C C �� •� p c� c o W w A , a) N c _� O' '> p a� O - c > � T '� 4-4 O p ct N p a. (^1 75 � " a) 0 E y� /1 c ca o c p o UCo U w c o �CU C:C c O c m O m T` •O a E 0 .tn CU� N m V Y U 7 0 `' 0 O m d' LT C7 C a-2 to U d Q Q L U oz-n -5 0 yy I C U N I U c E c p = c O c c a LL c m m Z m d m d c d o rn cIq fn 'N m O. O 0 3,9 io E a3 I I inaw E V J Z m O O I� a y yy yy yy 2 O O C C C Y C C O C �Z s� E_ �� 3= 02 (D 2 sp U .. a QO< oa a� N� ~� iL N � 20 aw U) rn O p o c c 3 m e �. o C N O N y 01 C O O, y .° E u E U E > L— y E x a n A c U o i3 a�i E'0,3 vw c C7 E o� om c � U Uu v� la a w� 0Z ¢J l�1 Iu oZF0. J O C C 'C N N O 3 N cc C N �7 C > U � U 41 y N N O N C N y m y C d C O - O � 3 a"i r- 1O 3 a o CL c m U w d y y 0 U U O C O Co N S N C O O C co C C C d U O CL N d w rn o 0 myU UE C O y m 0 a D2--A-b City of Southlake, Texas MEMORANDUM March 4, 1999 TO: Shana K. Yelverton, Assistant City Manager FROM: Ron Harper, Deputy Director of Public Works SUBJECT: Department of Engineering Services Organizational Issues I have given thought to the organizational, operational and procedural issues facing the Department of Engineering Services. The issues facing this department are not necessarily solved by the addition of personnel, but also by changing some of our procedures and approaches to issues to better follow the philosophies of this City Council. I have used the discussion material from the 1999 Director's Retreat as a basis for this analysis and these organizational recommendations. There are multiple functions for this department; some of which need to be done in- house, some out -house and some can be done either. I will also be proposing several "alternate" methods of accomplishing our tasks, none of wnicn are new except to us. There are four major components of the department: General Policy/Management, Engineering, Capital Projects and Construction Management. In addition there are at least 16 tasks to be addressed and which can be grouped under 1 or more of the 4 components. These tasks include all those items identified at the Director's Retreat and include: 1. Construction Management 2. Engineering 3. ROW Acquisition 4. Consultant Selection 5. Grant Administration 6. Inspections - Public Works 7. Contract Management 8. Policy Maker Interaction 9. Utility Coordination 10. DRC Participation 11. Plans Review 12. CIP Budget Management 13. CDBG Management 14. Traffic Engineering 15. Parks Construction Program 16. City Building/Facility Construction 2-A -'7 The following matrix shows the interrelationships of the tasks to the department components. General Policy ATIanagement Engineering Capital Improvement Construction Projects Management In-house/Out- house/Both 1 Construction Management X B En,ineerin<, X B ROW Acquisition X X X O Consultant Selection X X I j Grant .administration X I Inspections - PW X B Contract Management X X X X I Policy Maker Interaction X I Utilitv Coordination X X X I DRC Involvement X X I Plans Review - PW X X I OP Budget Management X IX I CDBG Management X X I Traffic Engineering X 1 B Parks Construction X X X B " ty Building/Facility istruction X X B L94 I am not proposing any substantial personnel changes. The following organizational chart shows the proposed organization for the department. I envision 4 new positions; the Director, 2 engineers, and an inspector dedicated to Parks projects. The engineering positions will be assigned to the Deputy Director of Engineering and will focus on drainage issues and the technical management of the Southlake Drainage Utility System. The second engineer will be assigned to the Capital Projects group and will assist in the management of the CIP program. The Parks inspector will focus on Parks projects but will be available for other inspection duties. The only immediate hire would be the new Director position. The other three will be analyzed and requested for the 1999-2000 budget. ID2--r=i — $ Department of Engineering Services ---------------------- ------- ----------------------- Director ----------------- --------------------------- ---------- i Administrative Secretary Deputy Director I Capital Projects Coordinator ( Construction Management Services ------------ ---- -- — — -- ---------- — --- — --- --� --------- Engineer i Senior Construction Inspector(2) Engineer (Development) Engineer (Drainage)---------------------- —------------ ------------ --= Construction Inspector -------- DrainageInspectorParks Inspector There are several areas that need to be discussed relative to procedures and process. The overall management and direction of the department will be the responsibility of the Director. Existing staff will have day-to-day responsibilities for a variety of activities, as they do no The Deputy T)irPrtor will hi- rPcnnncihility for the "mire" engineering functions of the department. These functions include design standards, plan reviews, drainage, Community Development Block Grant management, parks construction review and regional interactions. I anticipate that an additional engineer may be needed for this division, especially if we nnrcne ceveral lar¢e non-residential development projects. The Capital Project Coordinator will be responsible for consultant selection, CIP budget management and city project plan reviews. A second engineer is needed to effectively manage this work load. A Construction Manager will be responsible for assigning and supervising the construction inspectors, provide overall coordination for city building construction projects, act as owner's representative for major development projects. Engineering has been asked to provide the Parks Department with construction inspection assistance. Based on the Park CIP, a full time inspector can probably be justified. This will also allow Ben Henry to focus on more of the planning and managerial requirements of his position. Construction Management - This is an area that encompasses Inspections, Contract Qe Management, Parks Construction and Building/Facility Construction. This function provides guidance and management to these areas. The position of Construction Manager does not currently exist. Engineering - We need to maintain a solid engineering presence, but we do not need to perform engineering design of our major projects. Our engineering effort needs to focus on development of standards, reviews, long term planning, solution of problems. ROW Acquisition - Many of the projects that have failed to meet time schedules have done so because of difficulty in obtaining timely ROW or easements. Some of the issues are institutional and can only be changed by means of policy changes by Council. We have been reluctant to condemn property, but in some cases this may be the only method. We need to explore several options to our current methods: additional help for our ROW agent, retain an additional ROW firm, internal property manager of all City property, pull the trigger on condemnation quicker. (We definitely need to hold off advertising and awarding construction contracts until we acquire all necessary easements.) Consultant Selection - I propose that we expand our consultant base in order to take advantage of new ideas and opportunities. By retaining several larger firms to manage some of our larger projects we may be able to create some efficiencies. An example is (40" the Traffic Management Bond projects. Perhaps we retain one firm capable of survey, design, ROW identification, plan preparation, bidding process, and construction inspection. There will be some cost involved; however, we will not be faced with personnel issues at the end of the bond program. Grant Administration - There are a multitude of grants available from a number of sources. We need to focus on identifying these grants and our ability to receive them. Most consulting firms track these funding sources; however, we need to try to do a better job internally of staying on top of this issue. Public Works Inspections - We need to increase our presence on City projects in order to produce a better quality project. By decreasing the number of projects per inspector, we will be better able to provide better oversight on these projects. This can be done by hiring more permanent inspectors, hiring temporary inspectors or retaining outside services for specific projects. The result of a better product is more anecdotal than quantifiable; however, the projects that we have focused on tend to be better quality, on time and on budget. Contract Management - This identifies the administrative requirements to manage our engineering, developer and construction agreements. We need to continue to focus on this area. Policy Maker Interaction - Self explanatory, but we need to continue to involve Council members in our business from an educational standpoint. D2-A-lo Utility Coordination - Public and franchise utilities need to be coordinated and included in the project planning process. Both groups need to be included in the design and review process in order to avoid delays during construction. Participation and attendance in the Tarrant County Utility Coordination Council will be stressed. Development Review Committee Participation - Engineering needs to continue to be involved in this process. Plans Review - The process needs to continue with definitive procedures, guidelines, and schedules; both for development and public projects. CIP Budget Management - The recent submittal to Council shows that our estimates are generally in line with bids. We have begun to develop a cost data base to assist in our estimating efforts. We may want to consider retaining a construction cost consultant to review our cost and budget information. We need to continue to develop our ability to identify trends in materials, costs and methods by means of training, publications, and databases. We also need to insure that we continue to project our budgets to reflect inflation in the future budget years. Community Development Block Grant Management - This program has bounced between Planning and Public Works over the past few years. Its home needs to be Engineering, it needs to be treated like a grant program, and it does not necessarily need to be considered a Capital Improvement Project. Traffic Engineering - Our traffic engineering will continue to be contracted out to a consulting firm. From a policy position we need to continue to educate Council to reasons for traffic warrants. Parks Construction Program - The CIP for the parks over the next 5 years is approximately $10 million. The Parks Construction Project Manager has spent an inordinate amount of time on daily inspections of projects. We are suggesting that an additional inspector be hired whose primary focus is parks projects, but who can be used for other infrastructure projects. City Building/Facility Construction - The past 5 years has resulted in a tremendous number of infrastructure projects. The next 5 years indicates that we will be experiencing a boom in city building construction: Town Hall, Public Safety Complex, Fire Stations, etc. It is important that we have an individual who can function as an "Owner's Representative" on projects like this. By locating this person in this department it reduces the need for dedicated personnel from the ultimate user. (Allows the Deputy Director for Police to function in that role and not need to spend excessive time as a construction inspector/manager. User departments will still be involved in project.) City of Southlake, Texas I MEMORANDUM March 19. 1999 i To: Shana K. Yelverton, Assistant City Manager From: Bob Whitehead, Director of Public Works Subject: Department of Public Works Organization The Public Works Department would be organized as follows: Director Public Works Administrative Assistant Streets and Drainage Superintendent Office Assistant Water and Wastewater Superintendent 1 Public Works Streets Crews Drainage Crew i Assistant Water Crew ! Wastewater Crew The only additional administrative employee that will be needed in the 99-00 FY budget will be an Administrative Secretary. The operation and maintenance programs of the Public Works Department would include: • Sidewalk maintenance • Pavement maintenance (concrete and asphalt) • Storm water / drainage: Planning, development, maintenance • Sign maintenance • Right -of -Way maintenance • Traffic management • Facility management 02-A-IZ • Equipment maintenance (all non-DPS) • Refuse collection operation • Water utility: Planning, development, operation. maintenance • Wastewater utility: Planning, development, operation, maintenance • Water conservation • Fuel facility • Environmental issues: Sewer overflows Sewer inflow / infiltration Industrial pretreatment Silt / sedimentation in drainageways National Pollution Discharge Elimination Permit (NPDES), municipal stormwater program • Contract management • Policy maker interaction • Utility coordination • DRC participation • Plans review • Project walk-thru before acceptance • Employee safety traininb • Town Square maintenance The Operation and Maintenance programs which will be added to the existing public works are: • Sidewalk maintenance Due to the Sidewalk Ordinance, Town Center and subdivision sidewalks, a sidewalk maintenance program must be implemented. Any sidewalk in a public right-of-way imparts a responsibility on the City. A sidewalk inventory, condition survey, and maintenance program need to be established. • Stormwater Drainage After the 2000 census, the City will be classified as an urban area and therefore become a USEPA's National Pollution Discharge Elimination System (NPDES) Phase II municipal storm water program city. As the NPDES permit regulations will tentatively become effective in 2002, the City will need to develop management programs to address stormwater impacts through the following six measures: Public involvement / participation Public education and outreach on stormwater impacts Illicit discharge detection and elimination Construction site runoff pollution prevention 1>2-tq - 13 Post -construction stormwater or management in new development and redevelopment Pollution prevention / good housekeeping for municipal operations Public Works is also required to maintain all of the drainage easements, improved drainage channels, bar ditches and realistically in the future, the detention basins as the HOA's dissolve. • Right -of -Way maintenance It is anticipated that the City will need to increase the maintenance of right-of-ways as the character of the City changes from rural to urban. Also, medians will need maintenance as the HOA's dissolve. • Facility management Develop program to maintain the public facilities, i.e. Town Hall, Public Works Center, DPS stations, etc., from daily/weekly cleaning to major maintenance. • Equipment maintenance Centralize all non-DPS maintenance of equipment and develop a preventative maintenance program. • Water Conservation This will be an area of state-wide importance as Senate Bill 1 of 1997 continues its process to completion. Likewise, Tarrant County Water Supply District, which provides the raw water to Fort Worth, is developing conservation efforts for all their cities. Southlake, by contract, must implement at least as stringent measures as Fort Worth. Therefore, this program will be an area of increasing attention. • Environmental issues TNRCC requires the reporting of any sewer system overflow. With the increased miles of sewer and the number of lift stations Southlake will have to maintain because of the design of our north (Denton Creek) basin, a preventative and emergency management program needs to be developed and implemented. The contract with TRA requires the City to monitor industrial pretreatment. This will be an area of continued growth. • Southlake Town Center Downtown Southlake will need daily maintenance care in refuse collection, streets / sidewalk sweeping, etc. This will be a new operational program of the City. C)Z-A-N M All the other operation and maintenance programs will continue. As the Cis; builds out and grows older, operation and maintenance becomes the major cost center. By establishing the Public Works Department separate from Engineering Services, the City can be in a better position to meet the growing challenge and responsibility of operation and maintenance of the public infrastructure. fJ2-A-I5- quity ui aoutniaxe, 1 exas N Im MEMORANDUM TO: Curtis E. Hawk, City Manager FROM: Lauren Safranek, Director of Human Resources SUBJECT: Employee Benefit Enhancements Action Requested: Discussion of potential changes to the City's TMRS retirement system benefits to enhance the benefits to City employees and improve compatibility with our market for both the recruitment and retention of employees. Background Information: In today's tight job market, it is important that the City remain competitive to not only maintain our current employees, but to also have the draw to recruit future employees. One way to provide this incentive is to enhance the City's retirement benefits. TMRS provides several enhancement alternatives that the City can take advantage of to make its retirement benefits more competitive with our recruiting market. These enhancement include increasing the contribution percentage from 6% to 7%, providing for retirement after 20 years in TMRS instead of 25 years, and passing a buy back ordinance for our employees that were hired after the last buy back ordinance was passed. Of the 11 cities that Southlake considers its market, eight contribute at 7%. two contribute at 6%, and one does not participate in TMRS (Bedford). Also, TMRS provides for the ability to retire after 20 years in the system at any age. However, the City of Southlake still only allows retirement at any age after 25 years in TMRS. This is another enhancement that many cities are adopting to improve their retirement benefit for both recruitment and retention. The buyback option will allow employees that previously worked at TMRS participating entities to replace their retirement funds if they withdrew them upon leaving that city. In order to provide this buy back option, the City must pass an ordinance. The last ordinance passed for this purpose was in 1993. Therefore, we have a group of employees that would like to "buy back" retirement benefits with TMRS but are not able to do so until another ordinance is passed. D2 - a- I Curtis E. Hawk, City Manager Employee Benefit Enhancements M,rch 12, 1999 Qe 7 Financial Considerations: Increasing the contribution rate from 6% to 7% would cost approximately an additional $128,901 per year. Providing for retirement after 20 years in TMRS instead of 25 years would cost approximately an additional $19,033 per year. Passing an ordinance for another buy back option would cost approximately an additional $23,968 per year. To provide all three (3) enhancements would cost the City approximately an additional $171.907 per year. Citizen Input/ Board Review: Not applicable Legal Review: Not applicable Alternatives: All three enhancements do not have to be adopted at once. If the City is not able to impicnivat cul of iiic vpitvLn ivi iiic uuu-yCat, ii 13 ic�viiuiiciiucu illai the City adopts the buy back option and increases the employee contribution rate to 7 % . This would benefit the most employees for the cost. Twenty year any age retirement is something to consider in the near future. Supporting Documents: None Staff Recommendation: Council direction regarding the 7% contribution rate, '`20 and out" option, and buy back as part of the mid -year review. Approved for Submittal to City Council: i City Manage ' L ice DZ -B-a c City or Southlake, Texas MEMORANDUM March 19. 1999 TO: Curtis E. Hawk, City Manager FROM: Bob Whitehead, Director of Public Works SUBJECT: CIP Update Issue: The attached Capital Improvement Plan (CIP) Update is the February 1999, which is the latest update. Also attached is a CIP Status Report in a matrix format that encapsulates and provides highlights from the CIP Update. Background Information: t ach year ounng the .tune uty k-ouncti t<etreai auu Olin-CL PIW�CbZ,, atali proposes projects to be included in the City's Capital Improvements Plan (CIP). The CIP Plan is included in the City's budget for funding the appropriate projects within the specific budget year. These projects are T T 7a.,t:�oa identified by SPIN, residents, Cot...ct'11 ,:.emb,,:,rs, ..-.d sa..-..-FF ..-- - projects are placed in the CIP; however, specific project funding is dependent on the priority of the project and available funding. It is important to remember that the CIP has three distinct elements: ♦ Project Identification, Justification and Prioritization ♦ Funding ♦ Implementation The CIP is NOT aone-year program but a continuing dynamic plan designed to address the infrastructure needs of the community. Part of the funding process is determining an engineer's opinion of probable cost for each proposed project. The opinion of probable cost must include the cost to design, survey, construct, acquire right-of-way, etc. Keep in mind that costs reflected for each project in the CIP are only an estimated amount. The engineer estimates the project cost by using specific engineering knowledge with regard to the scope of the project and applying estimated unit prices. Therefore, if the unit prices increase or decrease from the estimated amount or if the scope of the project changes during the design of the project, the cost estimates will vary somewhat from the bid prices. The engineer estimates are primarily used to help policy makers determine project priorities. D-3A-1 Financial Considerations Citizen Input / Board Review: Legal Review: Alternatives: Supporting Documents: Luc iv UIC demand for constructing improvements in the metroplex, the City has experienced relatively higher unit bid prices compared to bid prices in the past. Below is an example of several unit prices that were received on projects in the past with comparable recently bid projects: UNIT PAST RECENT BID % INCREASE DESCRIPTION PROJECT I UNIT PRICE OR UNIT PRICE (DATE) (DECREASE) (DATE) Install sanitary S22 ner linear ' S50 per linear foot I 1270,o QP-Avpr in W-R' font f\,Lnv 1997) 1 T)ec_ 19951 trench Install 4" HMAC 1 57.50 per square 511.50 per square 530/ j roadway yard (Feb. 1995) yard (Dec. 1998) Install 8" Water S20 per linear $25.50 per linear 17.5% i Line foot (Mar. 1995) foot (Mar. 1999) A key factor for the increased costs to the sanitary sewer projects is the inrrPacM mmonnt of trPnnhlPcc technoln_Qv_ 11tili7ed. i.e. boring existing trees or other conflicts. In order to account for the foreseeable increase in unit prices for upcoming projects to be bid that are in the CIP budget, there are several project estimates that staff feels need to be increased. Staff is reevaluating each project cost estimate and will formulate the revisions and present them to Council at the budget retreat. Not applicable Not applicable Not applicable CIP Update CIP Project Status Matrix CIP Project Costs Matrix Staff Recommendation: This memorandum is for informational purposes only. Please place this topic on the March 23, 1999 City Council Mid -Year Review for discussion. B W/sep D-3A-2 Approved for Submittal to City Council: Al- ty i nager's Office J IN D-3A-3 3 NI0_NTHLV CAPITAL fMPROVEMENT PROJECTS UPDATE QW March 1999 1996-98 Sewer and Water Infrastructure CIP Projects SEVER INFRASTRUCTURE Project Description: Dove Estates Lift Station c& Sanitary Sewer Improvements Discussion: Currently, the Dove Estates subdivision is served with sanitary sewer. This sewer s to a small treatment facility where it is treated and discharged into Lake Grapevine. This treatment facility is a maintenance problem and requires daily upkeep. In order to abandon the treatment facility, a lift station needs to be constructed so the sewer can be pumped within a force main to the Gravity sewer located in Lonesome Dove Estates. The design of this project is complete and the plans have been reviewed by the city. This project was originally proposed and funded for the FY1996-97, but because no improvements to this project can occur until improvements to the lift station at Lonesome Dove Ave. and E. Dove St. occur, this project was delayed and placed in the FY1997-98. The construction of the force main will be part of the contract to reconstruct Lake Drive. A separate contract will be executed to install the lift station once the Bove JLr=L lUICC ifidill Lit1PiUVCIlletliJ aic construction cost is 5195,500. IooA 1999 2000 10 Task Name Duration A j S 0 1 56 ,'Dove Estates Sewer 53 Fievew Rans 686d r 36d ..-od 59 i0 iJ 5J is Cbtan Rgtd of Way -na¢eRans ............................. Cb;am Ccntrac. _ccjr,eris . ........ ......... - -rec nstrac;m:.:P. erenc_ C�,nstrucicn 25d dl sd .................. td 90dj I - 100% 16616 1Z121 � o% I I — Izft� 0% Project Description: Crossroads Square Sanitary, Sewer Discussion: The City budgeted $225,000 in the CEP budget to construct a sanitary sewer line from the existing lift station at Crossroads Square to the existing sewer line at the end of Caddo Lake Drive in the Lakecrest Addition. A portion of this project was approved and funded for the FY 1996-97. The original alignment of the sewer was revised due to the developer of the Shady Oaks Retail Center participating with the city. Under this new alignment, the portion of the sewer line from Caddo Lake Drive to the north side of F.M. 1709 was constructed. The remainder of this sewer line is from the entrance to Bicentennial Park to the lift station located at F.M. 1709 and N. White Chapel. With the completion of this section, the existing lift station will be abandoned. The construction plans are complete and have been reviewed by the city. The required easements have been obtained. The project should begin in April 1999. D-3A-4 t D TakName � Duraon!NID 1998 1499 [wu . :'MV.i+rl ��; aSiO!NIDIJjFIM AMjJ JjAjS OIN OfJ F M AjMIJ J;AIa01N,DIMIA!MIJIJ 39 Crossroads Square Sew er 433d j I ?0 :esgn 'Ca �1CO;a 9' Revew Pans "c a ( ,100% 92 . _� _ 'Obtain . n -r May -� aa 100'b rrla¢^ Plans 2d 43 ......................... ...... ..... .................. Adver@se ...... _.... 29d i TAN50% 95 Cound9WAward 95 Obtain Catract C ocwerxs 15d 97 Ftecenstruc5an Conference 9 Project Description: S-7 Sewer Line Extension Discussion: The S-7 sewer line serves the southeast portion of the city. With the construction of this extension, the city can eventually eliminate the wastewater treatment facility at Bank Place. This sewer line will also serve the commercial and industrial sites located in this portion of the city. The estimated design and construction cost for this project is $1,000,000. The design of this project is complete and the city anticipates construction will occur within the FY1998-99 with developer oarticioation. The city allocated $100,000 for the design costs in the FY1997-98 budget. The remaining $900,000 for the construction of the sewer line will be budgeted in future years in the CIP budget. The reauired easements are now being obtained. ID ITask4arne Duration jN D j 1998 1999 1 2000 i 2001, JIF M AIM JIJ A S O N D J F MIA IMI JI J A 1SIOINJOI J IFIMIA IMI JIJjAiSi01NjDIJ,F M A M JIJ 122 ;S-7Sewer Fatension 513d� 123 124 j Design ... ...... ... _. ... I Review Flans 130d 15d 100% 100%' 125 ! 'Obtain Nri of Nay 125 ! Fnafze Pans 127 AdverOse.� 129 Councd9gAv_r. 129 Cbtan G rrraC cc merts 150d 15a .d la 'Sa j I 5% C'4 I 0% 130 7 Reconstnx5m rfa�ce td ( j j 131 G.nstrucom 12Cd i 0% Project Description: Al 5 Sanitartn' Senor Line (From FAL11709 to Kimball Ave.) Discussion: This sanitary sewer line will serve the properties located between F.M. 1709 and S.H. 114 from the Wall Street bridge to Kimball Ave. Following the construction of this sewer line, the lift station at Bank Street will be eliminated. The anticipated construction cost for the sanitary sewer appurtenances is $5 17,500. The engineering, which was funded in the FY1997-98 UP budget, is underway. The construction will take place in the FY1998-99 with developer participation. D-3A-5 1998 1999 2000 e`'yr d ,774 ,_. :bm:n ayrt:f ta�i 5_d! �0% !3; =nace Pars cd! 'fl 0% 8 Averse � 0% 139 �xc171d AN at 140 _.... -..... -_..... ............ ... .......... CbtalnContrac _cements ... 15d! p % 141 ? ccnst%ctcn:,rference 1dl % DOVE STREET PRESSURE SEVER SYSTEM Project Description: Dove St. Force Main (Lonesome Dove Ave. to Kirkwood) Discussion: The first phase of this project was originally approved and funded for the FY1996- 97. The first phase will be constructing a 14" force main along Dove. St. and modifying the existing lift station located at Dove. St. and Lonesome Dove Ave. In the future, an additional 18" fnr,-- main ; lnncr Dnve 5,t will he required in order to serve the subsequent development and the existing homes connecting to sewer. Therefore, instead of constructing the 18" force main at a later date and disturbing the area a second time, the city will construct the 18" force main at the same time as constructing the 14" force main. The preliminary estimated cost to design and construct these sewer force mains was 51,119,800. However, this estimate was completed a year ago and did not include the cost to construct a new lift station. The estimate assumed that the existing lift station at Lonesome Dove and Dove would be utilized for the interim until the ultimate lift station is needed or the lease on the U.S. Corp property expires (Feb. 2000). However, since the City purchased park land in the City of Grapevine just north of the existing lift station, it was determined by staff to build the ultimate lift station on a portion of the purchased part land. Therefore. the estimated cost has been re-evaluated and is 51,747,500. The additional Sb' -700 will 'be budgeted in the FY99-00 CIP budget. The design of this project is complete. There are four easements yet to be obtained. The expected completion date is November 1999. The portion of the gravity sewer line from Kirkwood Hollow to Dove Street, which is a portion of the Dove Street force main, is anticipated to be complete by March. ID JmkNarne ! Duration i 1 1997 1 1998 1 1999 2000 NJ DI J I F M A IMI J I J JA ISI 01 NI DI J F M A M J J A S O N D J F M A M J J A S O N DI.. IM A M JIJ 35 Dove Street Force Main 757d 16 RsSn.......... 347d 37 - . revew Pars o5d 48 _train ara ; ,f Nay "9Vd ............ 49 ;naLePars d 50 Adverse 29dJ 51 wc38dAward 1d 52 Obtain Contract 3rments 15d j j l 100% l , �0% I C7 I 0% I 0 p 53 ;�reccnstructicl::nferance !d ... 54 Grosnctcn 1"Cd Q 1 - j D-3A-6 Project Description: 18 "Fora I fain from Raintree T icinin- to Kirkwood Bivci. Discussion: This force main wiii convey the se%,,er from. the RaintreeiShady Lane vic11711 . to the proposed sanitary sewer lire at the intersection of Dove St. and the future Kirkwood Bled. The cost of this project is estimated at S12.800_ although only S432.000 was appropriated for the FY1997-98 budget. The remaining S280,800 will be funded in the FY1998-99 budget. Due to the increased cost for construction, the estimate was re-evaluated and it was determined that an additional S327,200 will be required to be funded in the FY99-00 CEP budget. This project has been designed and is being reviewed by the city. The design was delayed due to changing the alignment of the force main to cross the Tract III. Westbrook property and property owned by CISD on HiQhland. The necessa �. easemen.s are also being obtained. 1998 1999 2000 iD :Task Name Duriton A = N DIJ'=IMIA'MIJ 1 J A SIOINIDI.1 1 FNIAiMIJIJIaiSiOiN�DIJIfIM1A ,HIi'JI;I I 141 i1r"IIMIA. � I 73 %orca Mam from i1cmity 6523 1 1. 79 Design _..... ....................._...............__.........._-a . I 100% ..._....... .... _..... ......... .. 80 Renew Rans 3CCI p ... 81 Obtain f3gtt ot'May t.cd I 0% 88_21 _.....Finalize Rans . ....... ZCd I m —83aAdvettse .-Qdi �I 0% 84 CouncilBidAward ......... _... 36 R construe m Ccnference 10% 37 Ccnstructim SCa 0% PrniPct Description: Lift Station Located in the Raintree Shady Lane Vicinity Discussion: This lift station will pump sanitary sewer from the Raintree/Shady Ln. area to the gravity sanitary sewer located at Dove St. and the future Kirkwood Blvd. The estimated cost of this project is S467,500, of which $318,750 was allotted for the FY1997-98. The remaining S148,750 was allocated for the FY1998-99. Due to the increased cost for construction, the estimate was re-evaluated and it was determined that an additional S182,500 will be required to be funded in the FY99-00 CIP budget. This project design is completed and the plans have been reviewed by the city. This project was bid on but the bids were rejected because the low bid was too high. This project will be bid out and again and will include the lift station at Lonesome Dove ,,a n, to ;mnrnvp flip P(`nnn"v of Crnle The nntirinnted schedule is as follows: 1998 1 1999 ID JaskName I Dur3tion'.A'3i0iN D JIF, -A MFlii Ai3101N!D I J F i M!A1M1JIJ IA S 0!NI: D 2000 JIF M A M JIJ A S'01NID J F MiA 89 90 �J 91 — 92 93 JLA station a Ranc,ustiaay Aria 56Jd _ _........................._......._............---_........_......_....' I Design 8,d 100% ......... .... _ .... .._. _........._._ _..... I Review Pans +`d! .............................._ _.......... .......... _ _. _.........-.. Obtain fight of'May 'Sent 100°6 i I Fnafz Pans ''dl Advetse G,unc! Bid Aar dd ! 34 95 96 97 _ 0% I Obtain Contract xcunents a I m .............. . R_.onstructim Conference a, 0% 98 ...... ! Construcam �a 0% D-3A-7 Project Description: ILI (,ravtty )ewer Line from -mesCo Lilt )tarzon ro Proposed Raintree Shady Ln. Lift Station Discussion: This sanitan sewer line will begin at the existing lift station located near the Mesco property and extend to the proposed lift station in the RaintreeiShadv Lane area With the construction of this line. the existing lift station at Llesco will be eliminated. The estimated design and construction cost is S250,000, although only $30,000 was appropriated in the FY1997-98 CIP budget for the design. The remaining $220,000 was funded in the FY1998-99 budget. Due to the increased cost for construction, the estimate was re-evaluated and it was determined that an additional S55,500 will be required to be funded in the FY99-00 CEP budget. This project has been designed and is being reviewed by the city. 1998 1999 2000 ID Task Name Xration A 3 1 0 1 '41 DI I F1 MIA JIMI JIJIAISi014101J I Fi WAIM1J1i!AIS101N101JIFIM AIMIJIJIA'310 1 N I D I J I F M A CO ;'a' S 3 Ine ram M sin w 3nnvee 698d l 101 ; Desg'n :3°d' 1q0% 102 Review Flans +_`d l I t9 ......... ....... _.. 103 I Obtain Right of Way 'SJd' 0% ............... ...._ ..... ..... ........ 104 FnalzePans 105 Advertise _8di 42 0%, 106 Council Bid Amard d t07 i C -..-Obtain raC Documerls...._...._. .+o I ® ;0% - 108 ReconstrucncnCmfererce '1I WATER P1FRASTRti CTURE Project Description: 12 " 11'ater Line along Continental to Crooked Lane to S. Kimball to F.M. 1709 Discussion: Currentiv, the existing 12" water line along F.M. 1709 is fed only from one direction. With the construction of the above referenced water line, a loop with the existing 12" water line along F.M. 1709 with the 12" water line along Continental will be created. The plans for this project have been completed and reviewed by the city. The city is in the process of obtaining the required easements for construction. Construction is anticipated to take at least 180 r�ovc _ ID LTaskName I Duration ,NID1JIF 1997 I 1998 M A M J J A SIO N D J FMAMJ JiAiSIO N DIJ 1999 20011 F M A M J J'AISIOIN;D J FIM A M J J 67 iContinentaMirnball'Nater 68 Design 09 ..........Review Pans .._........ 10 Obtain Right ofAay 71 ! Fnalze Pans 72 Advertise 71 CounclBid Awar:1 i '4 I Cbtain Contract Documerxs .................................. .................. 15 Reconstruction Conference 741d 2aCdi C71', 328dl :d,' _ .a; -_;' .a'. .... Id, t00% p 100%: p Q I I Q 60% 1 l)% I �11 i . ........... .. ..._... 76 1 Construction `_CdI __ OY Project Description: 12 " lT"ater Line - Dove St. to Kirkwood Blvd. D-3A-8 N 14 Discussion: This project provides water service to the IBM complex i„ Sularra ai well, as ",rc future development along the future Kirkwood Blvd. This project was approved and funded in the FY1996-97 CIP budget. The estimated cost for this project was S326.000. Construction 1s complete for this project and finished ahead of schedule and under budget. Project Description: 24" Transmission GJater Line from Trophv Club to Ground Storage Tank No. 2 Discussion: This water line will provide a second main feed for the city from the City of Fort Worth. This project was approved and funded for S1,300,000 in the FY1996-97 CIP budget. For the FY1997-9S CIP budget. S105,500 ,vas allocated with the remaining S105.500 budgeted for the FY199S-99 CIP budget. The design of this project is complete. The construction pians have been reviewed by the city and are finalized. The city is in the process of obtaining the necessary easements for this project. Currently, there are 4 easements yet to be obtained. This project was awarded to the contractor but will not begin until the easements have been obtained. I 1 1997 1 1999 1 1999 1 2000 ID Task Name I Duration JIFIMIAIMIJI J JAISJOIN101 JIFIMIAIMI JI J A S O N U J F M A M J J A 5 u n u J r m A m .! [Ala 12 24' Transmission Water Une 791d 13 Design 180d 14 , Review Pars Od ...... to r:naize Pans 10dI I 17 i Advertise 78dI 19 I Counc3Bid A*ara 1 d,I 19 Obtain Corxract 2ccurerts 15d 20 i Reconstructim Cwference A 100% Q 100°G i j 1 18 p 0% �& 21 Construcbon 240d I Tlti 0%. . Project Description: 24 " Transmission Line from Ground Storage Tank No. 2 to Dove Elevated Tank Discussion: The construction of this water line provides a redundant source from the proposed Ground Storage Tank No.2 to the Dove St. elevated water tower. The estimated design and construction of this project is estimated to be S850,000 and is financed through the FY1997-98 CEP budget. The construction is complete for this project and finished ahead of schedule and under budget. Project Description: 20" lFater Line from FBI 1709'White Chapel to Woodland Heights Discussion: The construction has been completed and the waterline is in service. Project Description: 12 " Water Line on Continental from Crooked Lane to Heritage Business Park Discussion: This water line is crucial in providing a redundant source of fire flow for Heritage Business Park. This water line will also provide a loop with the existing water lines from Commerce Business Park and Heritage Business Park to the proposed 12" water line along Continental. The estimate for this water line S 162,000. The right-of-way was replatted to accommodate the extension of Continental and this water line. The water line is being designed. D-3A-9 'J �asx4ame -' ! J 1999 2�00 1wl '�:raion IAIMiJIAjS OIN DIJIFIMIA IMIJIJIA SJ0 NIDiJ!FiMIA! MIJi IA!3iJ V,;=:MiA'MiJ,1 A S 0 NiD ✓.ns an CanCnental [a image 411dj I'. 35% =evew Sans <'.d I b i 15 nadze Pans Td l A% i 1?5 Adverse 28d 117 CcunciBid Award 1d Ti —F CCtan Contract Documents 9 } c ns�ac;bnCorference ?d s r_cxn K ; + Project Description: 12" Water Line on E. Dove St. from Tkhite Chapel to Carroll Ave. Discussion: This water line will replace the existing 6" water line along E. Dove St. The engineering is funded in the FY1997-98 CIP budget. The estimated cost for the engineering is S22,800. The funding for the construction of this line will be budgeted in the FY1999-00. The estimated amount for the construction is $277,200, therefore the total amount for this project is estimated to be S300.000. The enQineerina is onaoina for this water line. 1998 I 1999 I 2000 2001, D iaskName Duration IN I D 1 J I=1MIA MI JIJJAIS 10 1 NIDJ J I F MIA IMIJIJ1A I SI0!N DIJIFIM A,?AIJIJ!AiSIJIN'D,JIF M A MIJ'i 122 '=' m ?.Dare tram NC to Carrail d58d�i 123 .. _......... ._._......................._......_.. _... Design 163d I 90% 124 ,evew Pans 21d I 125 n 3 ht of `Na ttaA..._ y 'SOd 125 .., na¢_P.ans lod 127 Ave 28d p 128 CcurciSid Award id I - I 129 Chan G r4ract Ccc unerts 5d 0 P c r c%n 3:nfarenca 'dj , ?31 C;,nsruuim _ _ 30d 1 v% I M Project Description: 12 " Water Line on N. lFhite Chapel from W:Highland to F.11 1709 Discussion: The current 12" water line along N. White Chapel is deteriorating and requires replacing. It was once thought that the entire waterline from Fri 1709 to Highland would have to be replaced. However upon further investigation, the waterline only needs to be replaced from FNI 1709 to Bicentennial Park. The design of this project will begin in the near future and the construction will take place during the FY1998-99 and FY1999-00. The engineering costs are estimated to be $22,800 and have been allocated in the FY1997-98. The remaining $262,000 will be funded as part of the FY1998-99 and FY1999-00 CIP budgets. The preliminary design and construction schedule is as follows: D-3A-10 3-1 NJ I M 2001 .0 TaskName Curzon INIIJ1;I.A;SIOINIDIJIF'M1AiMIJ1J;AISIOINi0ij1.I.MIAIMiJIJIAISIOINIDIJIFIMiAIM;J!JIAiSIOINIDii 133 an 'NC ham Algnlma a F41709 340dI I ,U _ergo 1'dI �0 Pans 126 Cbtajn ignt :i ha.i .1 Fnaize"tars 18 j Advertise 129 CauncdBid .AN3r7 11d0 I Obtain Contract Documents 131 , ReconstnucSonCon.ference s 'c.cn Project Description: Miron Elevated Tank Discussion: This water tower will maintain adequate fire flow and water pressure to the east side of the city's water system. The original estimated amount for this project increased from $1,560,000 to $1,860,000. This increase is attributed to required modifications to the elevated tanks at Bicentennial Park and at E. Dove St. once the construction is complete to the Miron elevated tank. These improvements total $90,000. Furthermore, a second floor in the tank shaft will also be constructed as part of the Miron elevated tank. This improvement will cost $60,000. The remaining $150,000 is for the design and construction of the aesthetic features of the tank: portion of the water tower that the City Council approved. The engineering and construction costs are divided between the FY1997-98 and FY1998-99, which amount to $855,000 and 51,005,000, respectively. The low bidder for the project bid 51,485,000, which does not include the aesthetic features to the tank. A change order has been issued for the aesthetic design. This oroiect is currentiv being constructed. 10 Task Name i Duration 1997 1 1998 1999 2000 i JNJDjJJFjMJAJMJ J JIAIS OIN DIJ FIMIA M J J A S O N D J F M A M J JIAiSjOjN10 J F M A M J,J 79 Miron Sevated Ta k 585d1 ,9 '. _ --esgn CcdI 30 ! Feview Pans da! 31 Obtain ;vgMaf';ry 32 . rna¢e Pans . 21d 83 Advertise 14d CcundBid Awail idEll 35 i Obtain 3ontract _ccunerts 15d I 86 keconstruchon Ccnference 1d %I tOC% i i --i i l _ 100% j �3l6 i I 10c% � I 87 Ccnstrucbcn 210d II 10% Project Description: Pump Station No. 2 at T. TV King Rd Discussion: This pump station will provide water storage and distribution to the northern part of the city. The tank itself was approved and funded for the FY1996-97 for an estimated cost of $600,000. Along with the ornamental facade, which was not estimated in the original cost of the tank, and the increase in the bid of the tank from the estimate, there was a $400,000 increase to the project. Construction of the tank is complete. The design of the pump station is complete and the plans have been reviewed by the city. Construction of the pump station will begin in the near future. For the FY1997-98 ClP budget, 51,825,000 was appropriated and the remaining 5685,000 will be funded in the FY 1998-99 for a total estimated cost of the project of $3,110,000. D-3A-11 10 iaskName 1997 JIJ 1999 2000 Rrauan W!D JIFiM A MIJ1JlAI3101N DIJIF M A!MIJJ!AIS!OINID!JiFLMIAIMIJiJ,A S OINt0i NIA M J J 1 TA.. King u"found Stcraga Tank 734d 113 Review Pans C2c 100% 11T Cbtan RgK f AI'i 1 -I 5 ___-Cd� kafzePars I 116 Advatse 21d d t00H. 117 CounciBid Award A! j 10q% 118 Obtain or3raUc merxs 1`d 1P0% .19 Reconstruc9on C rference 'di Project Description: Oversi=ing of 20 " U'ater Line 7-hrough Town Center Discussion: The current Master Water Concept Plan requires a 20" water line to loop with the existing 20" transmission line along N. White Chapel and the existing 20" transmission line along F.M. 1709. The proposed route for this water line is along N. Carroll from F.M. 1709 to S.H. 114 thence along S.H. 114 to N. White Chapel. Due to the future vertical alignment of the proposed N. Carroll/S.H. 114 intersection. the city proposes to locate the section of this 20" water line frnm F M 1709 to S.H. 114 through the Town Center Development. The construction of the first phase of the water line is complete. The second phase will be constructed in conjunction with the second phase of Town Center. Project Description: McKee b1'ater System Purchase and 8" TVater Line Construction for Oak Qe Lane Residents Discussion: The residents of Oak Lane are being served water via a private water system, which was owned by the McKee Water System. The city is in the process to purchase the rights for the private water system. The city proposes to construct an 8" water line to serve the residents of Oak Lane. Following the construction of the water line, the private well water system will be abandoned. During the FY t 997-98, S 175,000 was appropriated for the purchase of the water system and enaineerina and construction of the proposed 8" water line. The preliminary schedule is ac fnllnu;c A ID 8 ITaskName I Duration J AIS O N D 1999 J F M A M J J A S O N O 1 2000 J F M A M J J A S OIN D 1 2001 JIF!MIAIM J J A SIOIN D J F M 144 JOk Lane r Miter Line 4J3d 1 .. _ . _ Design _ . 6Cd 1 ?S6 117 1d8 Review Ran `d Cbian aught of sky 1`� d Fnake Pars ?5dI p i `.d . ......... Cain is�dAHerd d1, 1. i ObtainContract Documents 'Ed i R conshmnCanference Id! Ccnstructicn - 130d 0% j tOx ! 0% j 149 0% 15J..._ 151 Ox I p 0% i 152 153 Project Description: Pump Station Improvements to the Southlake /Keller Pump Station Discussion: There are currently 4 pumps operating at the Southlake / Keller Pump Station, which pump the water from the City of Fort Worth to Southlake and Keller. A total pumping capacity D-3A-12 of 22 to 24 T%1GD was used on several occasions during the summer of 1998. In doing so, the existing pumps at the pump station were pumping above their design capacity. As Keller and Southlake water demands continue to increase, it is recommended that additional pumping capacity be added to the Southlake / Keller Pump Station. This can be accomplished by replacing the smallest 3-,ViGD pump with a 10-MGD pump. The project has been bid and the materials have been ordered. Construction will begin following receipt of the materials. In the FY98-99 CEP budget, $300,000 was added to fund this project. D-3A-13 -NION THLY CAPITAL E"vIPROVENIEiti T PROJECTS 'v rD ITE March 1999 1996-98 Roadway Improvement CIP Projects Project Description: Slurry Seal in l arious Subdivisions Discussion: The city has established a roadway rehabilitation program for existing asphalt streets. Primarily, the rehabilitation of the streets will consist of a slurry seal application over the existing asphalt. The city plans to slurry seal each subdivision that has had sanitary sewer _-onstructed to serve the subdivision. The city plans to slurry seal the various subdivisions approximately one year following the construction of the sanitary sewer. For the FY1997-98, S80,000 has been appropriated to slurry seal Emerald Estates. Highland Estates. )Whispering Dell Estates, Dove Estates, Harbor Oaks, Brittany Court, and Raven Bend. The Street Department is repairing road base failures as needed within these subdivisions. Once these repairs are completed, this project will be bid out. Project Description: W. Dove Reconstruction frorn S.H. 114 to N. White Chapel Discussion: Construction of this project involves reconstructing the existing roadway. The ., t widening of the existing cross-section or this road Will UC 111I11LCu LL) 1 LV G 1CC1. w pivviuc a wluui of 22'. INtinor drainage improvements will also be constructed for this project. This project was originally approved to be budgeted for the FY1997-98 for an estimated cost of $150,000. Originally, this project was delayed so as not to risk damaging the reconstructed road during the proposed deveiopmeni alon.- Duvc- FwvVCVCI, uliucf L1ic aJJPIVvcu uV vcwir�i o urJ`i�G=a�i>� YY lbll Maguire Thomas, this project has been moved up to be constructed as soon as possible. Therefore, the cost for designing and constructing this project was allocated within the FY1997- 98 CIP budget. The design has been completed and the construction will begun following the sewer line construction along Dove. 199E 1999 201 U 39 , 90 91 IasK name i WFAIVII W. Dove 114 to White Chapel ', 455d Design 19CC Review Flans 21d — FYI`+ "l • -_ '- -"- -- -- - - 100%- 100% 92 i 33 9d t btan fight of Way ,na¢eRx.s Advertise Od dj 28d j 0% I p I 0°6 95 UunciBid Award —..._ td 1�111113 0 96 WainColdraa (kcune�ds 1 Q 0Y. 97 38 Fleconsirucbm Gmference ConstrLOon td !2Cd I Project Description: Union Church and S. Pearson Reconstruction Discussion: This project is estimated to cost $534,311. For the FY1997-98, $42,745 was appropriated for the engineering. For the FY1998-99 & FY1999-00, the remaining $491,566 was divided equally each FY to fund the construction. The widening of the existing cross-section of this road will be limited to 1 to 2 feet to provide a width of 22'. The design of the water line along Union Church and S. Pearson will be incorporated in the design of this project. The design has been delayed in order to discuss with the City of Keller the possibility of Keller participating D-3A-14 L in funding this project since most of the traffic generated is for Keller residents. Preliminary discussions with the City of Keller staff indicate that the City Council for Keller is interested in pa. icipating with the reconstruction of Union Church and S. Pearson as well as N. Pearson. Ho,.vever, Keller staff has indicated that the Keller Council wants to build the ultimate roadway section in lieu of the interim section. The estimated amount in the CIP budget is for the interim section. This estimate will increase substantially for the ultimate section. The ultimate section for Union Church and S. Pearson is a 40' wide two lane roadway with curb and gutter. 1 1999 1 2WO ;O Task Name Ouration iul LAuqiSeDl Od;Nov Decl.;an Fet1 Afar Apr logy Jun 11 [AugiSetil Oct INoviDec Jan Feb Mar jAprlPkyl Jun I A Aug Sep Oct IN-10ecl Jan lFeb 111 .UnIOnChurchSS.Pezrson 316d1 1 _ es;gr,_,.. -.-.. _....,rcl 11: Feview ins _.........._......... ..... .... ..__..... ... .__.___.__.._ 113 Ctta;n Rgnt J �Yay 1'° FnagzeP.ans 1A1 'p ........ ............... .._ __..._.__ ....... _.. ........ 116 I ,Advertise 28dI ,0% 117 Counc1 Bid A and td, i �611 119 cnan c«taaci Documents Isc I v 0% 119 .f e T ReconstmctonConferenc`td Q h7/5 120 1 Construction '— 1. Cd A Project Description: AV Tk'hite Chapel from S.H. 114 to Couna, Lint' Discussion: This project was constructed as a cooperative project with Tarrant County. The city paid the engineering and material cost and Tarrant County provided the labor. The estimated material cost was $ I S 1,850. The existing cross section of the roadway remained the same. This oroiect is complete and finished under budget. ID Jisk Name 1 1198 1 1999 Duration PeplOctl Nov Ik I Jan iFebiMar JAprlWy Jim I Jul lkglSep I Oct iNov I Dec 1,1anjFeb I MarJApr May Jun Jul ug Szp Oct Nov Decl lan Feb War Apr I" 'M.WhiteChapel 328d1 � q._.._ _. a �._._ 1 1100% 1:4 ReyleW ?fans Cad 4 125 ............. Cbtam Right or Nay Jd; 311 121 .... ... _...... ,_.._ rnab Pans .._.___ M 1 ;) 100% j .... 1", _............... ........................._..._.. NconstricCan Conference_ 1d! j 7117 „3 r. ns r�cocn _ 3Cd'' _ I �'ti I L_ Project Description: S. Kimball Extension from Crooked Ln. to Heritage Business Park Discussion: The projected cost for this project is estimated to be $1,978,887. This project has been delayed and will be funded for the design and engineering in the FY1999-00 CEP budget for S157,611. The remaining S1,821,276 will be budgeted in later years. Developer participation may accelerate the construction of this roadway. The improvements include constructing a divided four -lane arterial roadway. D-3A-15 2C 1399 20M C 73sk flame Duration ! unl:ul IAugiSeaiCaiNovl Dec l anlFeDIMar iA0r htjyj wl ju AugiSeol ktlNaiCecjJan I Feb IMar I AorMav Uni LI AugI�010d Nw Deci�n IM S IOmball6aension 346d Design Cd 0% '2 Remew.gars : ttaat . g.t of MY 3! ma¢e%ns 1Cd 10% 1 5 Aaverhsz 136 Catnci � Aw and 1d (j 7123 ?37 .......... . Cbtan Contract Documents 15d 738 ReccnswcdcnCmference 1dl .rxn d' ° Project Description: X Carroll from FLI1109 to Otivnby Discussion: This project is for the realignment of N. Carroll to match S. Carroll. For the FY 1997-98, the project was designed. The project will be complete before the Town Center, Phase I is complete. This realignment is also essential before the traffic lights on FM 1709 can be synchronized using a computer closed loop system. The cross-section of the roadway will be 4 lanes divided by a median. The contract bid price for this project is $850,000, of which $250,000 was funded in the FY1997-98 CIP budget. TIF funds will reimburse the CEP budget once TIF funds become available. The project has been designed and construction has begun_ 1998 1 1999 1 2000 C Task Name 1 Duration 135 'R R.ytgnmmt - 286dI 186 Design 110d 187 Review ?Duns 21d 188 Obtain Right of Way Cd 189 i Finalize Plans 10d 130 advertise 23d! 19'. Counc'ISidAward 1di 1_2 .......Chian GNffact' Ccc•Jmerts.:.....'__..1'diI 193 P ecansmc6m Conferenre ld, 19 Ccnsd 5m 1CCd1 50% Project Description: Brumlow Reconstruction Discussion: This project was constructed as a cooperative project with Tarrant County. The city paid for the engineering and material cost and Tarrant County provided the labor. The material cost was $112,700. The existing cross section of the roadway remained the same. The construction has been completed. Project Description: Traffic Signal Lights on FM.. 1'09 Discussion: The city conducted a traffic signal warrant analysis along F.M. 1709. The results warranted traffic signal lights at the intersections of Shady Oaks and F.M. 1709 and Commerce and F.M. 1709. For the FY1997-98 CIP budget, $100,000 was appropriated for the signal lights at each of these intersections. The design is complete and approved by TxDOT for these traffic lights. The Shady Oaks traffic light contract has been awarded and the Commerce traffic light will be advertised for bids in the near future. D-3A-16 Project Description: Tra fc Signal Light 3yncnrojrizarion orr r..,v . 1 709 Discussion: As discussed in the past- HDR Engineering was retained to perform a F.M. 1709 Traffic Signal Study. Their report was delivered to the crty on August S. 199�. This report confirmed stain s opinion that the signals along 1709 should and could be coordinated by means of a centralized computer system. Council recently approved a professional service contract with Lee Engineering to proceed with the design of this coordinated system. For the FY1997-98 CIP budget, $25,000 was appropriated for the design of this project. Funding for this project was placed in the 1998-1999 budget cycle. The anticipated amount to fund the implementation of the proposed computer closed loop system was originally estimated to be S.' 0.000 F--wever, since TxDOT has took an active role in this proiect and replaced key components in each traffic signal, the estimated cost has been reduced to S120.000. In the interim, a timing plan has been submitted and approved by TxDOT for the existing traffic lights, as well as for the proposed signal lights at Shady Oaks Drive, Town Square, and Commerce Street. With the implementation of the timing plan, the traffic lights were sequenced or time based coordinated with one another to allow for more through traffic along F.M. 1709. The timing plan was phased to account for the peak flow of traffic with respect to the time of day. TYDOT is currently reviewing the plans for the closed loop computer system. Project Description: ay'ron ei)ult Farnwuy (I/JU JUIJI ICQ;C t_,unc.) I uin.svc&v Juryrit` Discussion: For the FY1997-98 CIP budget, $65,000 was appropriated to stripe Byron Nelson Parkway and Southridae Lakes Parkway. Prior to restriping Byron Nelson, a portion of the roadway was widened south of the intersection of Wentwood and Byron Nelson. The widening win improve transition e roadway for the southboundltraffic jCTheawidening is complete. The striping isalsocomplete , vl 34 10 ITaskName ! Ouration ;FebiMar JAPrftylJun I A JkglSecl Oct NovCec I InlFeb I Mar lAorMayllnI LIlAuglSeolOct Navl0ecliMil eDiNWIAPrrMY "JUt ugl�Ieo 196 i3r-4ds.nR.st,z.^.; 143d 197 _ ES �_.. _n JSd� �tOG6 9d :ey)eW. Rar.S. ...... .......yal �1CGe j 00 -r a rZ a Rants ' 7d 1 C10% 201 1 A verise 2241I 100% 02 ' i C%ndBid Amui 'dl 116 j 203 Can Sun,-=t.lnents 4-d 100°14 i I 2 d cnsvcc cr rt� ncs 1d h1M —� C.-r.structior ;Cd 100% D-3A-17 MONTHLY CAPITAL MPROVEMENT PROJECTS UPDATE March 1999 1996-98 Neighborhood Sewer/Street CIP Projects NEIGHBORHOOD SEWER/STREET PROJECTS Project Description: Shady Lane Area (Seiner, Water and Road Improvements) Discussion: Originally, $1,467,445 was approved and appropriated for the FY1997-98 CIP budget. Due to expanding the original concept of this proiect. there wvas an increase of 5458-55�- This is attributed to providing sanitary sewer service for the residents north of the Jones Branch creek as well as building the ultimate culvert under Shady Ln. across the Jones Branch. The construction of the water lines replaced the existing undersized water lines. Construction is near completion for the sewer portion of this project. The remainder of the sanitary sewer construction, the portion that will flow to Grapevine, began November 23, 1998. Approval was granted by the City of Grapevine to allow a portion of this sewer flow through Grapevine's sewer system. The street portion of this project is also near complete. The culvert under Shady Lane will be bid separately following the completion of the drainage study for West Jones Branch. ID Task Name !Duration AIS OIN D J F M AIM! JIJIAIS O N D J F M A M J J JAISJOINIDIJIFIMIAIMi JIJIAIS O N D J F11f A 1 IShadyLane MterlSewer!Roads 616dl Design 'Sill ..... 3 Review Flans _td; ........................... .. 5 i Rate Flans i0d an_ 5 Advertse 2`d Couno191dAward I ._ ... ._.+.I 37 Cbtan C'mract ocumerts 1`d, 3 Paconstru0mConference 'ill 0 Oorstructim =8°di 100% 100'G I � i 100% 1116 1C0°6 I Q 1!7 I 90% _ Project Description: Huntlb'ick Sanitary Sewer Ahandonment of Lift Station at Carroll and Dove Discussion: Construction of these improvements will provide sanitary sewer service to Huntwick Estates. The construction of the sewer lines are complete, however, electric power has to he installed to the lift station located in Ouail Creek Estates that serves Huntwick. ID ITaskNameDuration 1997 JAIS 10 1 N 101 J I F1 MIA MJ I J JA1S 10 1 N I D 1998 I J I F IMIA I MI J I J JA I S 10 IN 10 1999 11 F I M A I M1 J I J;A,S I 01—N1 D J FIM'A' 12 Huntwick Sewer 481d I 3 _1 14 I Ces n god .... g..... _ Review Flans 15d r 100 —.—, �16 Ali100°G 15 ........................ ............. i Obtain Right of Way Mod 100% 16 Rnaize Flans 16d Advertise 1'd p 17 I 0 100°b 18 CaunclBid Award Id 11118 19 Ohtan Coail Documents _ 15d ntr R construcbm Conference All 2110di p 1100% 1 20 120 21 IOonstruction —= 1O % n D-3A-18 Project Description: Mission Hills Janrrary Delver Discussion: This project was approved and funded for the FY1996-97 in the amount of $368 000. The cost for this project increased due to efforts to save existing, trees and replace existing landscaping within the R.O.`i'. The increase totaled $62,000 and was funded through the FY1997-98 CIP budget. This project is complete. Project Description: Burney Ln. Reconstruction from N Carroll to Lonesome Dove Ave. Discussion: Construction of this project involves reconstructing the existing roadway. If needed, the widening_ the existing cross-section of this road will be limited to 1 to 2 feet. Minor drainage improvements will also be constructed for this project. T'Es project was approved and is funded in the FYi997-98 & FY 1998-99 CIP budgets for an estimate of $147.000. The design is complete, however the construction can not begin until the sewer and water improvements are complete to Lake Drive. 1998 1999 24 ID Task Name I Duration Dec Jan Feb Nbr Apr N—b Jun Jul Au Sep OrAJNwJ Dec Jan Feb Mar Apr Jtn IDui Sepl Oct JNcvJ Decl Jan JFebJ&W JApr Ayllin 1 I8.moy(Carroll to lonsom. N,V. 365Q� - 2 1— — Desyo 135d I 100% 3 :.... Review Pars 3`_a .......... _.......... + W�aYI rvyie m rr , S .maize Pans ............................................... ........ I Advertis2 •............................................................ i Councd lid AN Y1 3 Wan Contract Dccane.^ts 9 i Preconstnktan Conference 1' 5 10 Construnon 3Ca r ' . 0*4 j Project Description: Love Henti- Court Reconstruction Discussion: This project was approved to be funded for the FY1997-98 for an estimate of $109,00 to design and reconstruct the road. These proposed improvements include replacing the existing concrete curb and existing asphalt roadway and constructing minor drainage improvements. The City Council directed staff to include the sanitary sewer for this subdivision as part of this project. The estimated cost for the sanitary sewer is $350,000. The project will be funded with $206,425 in the FY1997-98 CIP budget & $152,575 in the FY1998-99 CIP budget. The project is designed and the plans have been reviewed by the city. The necessary easements are being obtained. I i 1 1998 1 1999 1 20DO ID iTask Nane I Duration I 12 i Love Henry Court 365dI 13 Desgn.......-........_.__............__`�i 14 Renew Pans MAi 15 Cttan Right cf "Mad '+w Rnasz e Flans cc 17 .AdverCse '-gd 18 Coancd Bid Aw and d t 19 .................................. Ottan Clntract Do�_nxe^.ts ..............._: Sd 20 i _....... ..................... _......._.... _.- ....._... }eccnstruction Coefererce 21 j Construction 7:c! D-3A-19 0% Project Description: Lake Dr. Street Reconstruction moil w, TVater & Sewer Improvements Discussion: This project was approved to be funded in the FY1997-98 & FY 1998-99 CIP budgets for an estimate of 5169.CCC. The improvements for this project include ? new water line along Lake Drive, a sewer line, and repaving Lake Drive. The proposed water line will replace the existing undersized water line along Lake Drive. The proposed sewer line will serve the residents along the east side of Lake Drive. This project was bid on February 18, 1999 an construction is anticipated to begin in late March. 1998 1999 2000 10 Task Name Duration IDecl anlFeb11MYJAorAlayJJjnIJUlAuglSeolOctiNcvlDec!:aniFeb1M3rlAprltaylAnlAilWug1Se01DaINOVIDOCIOnIk-WIM31`IAaIFMYIJMIJ11I _3 24 25 26 :](e Drive e59n..._. review Bans Obtain Wght of Way 422d� 50di 1CG% i `_dj 100% 97d 1 € 100: i 27 I Finalize Plans 1CA 11 1 j f 28 ............................... _ ........................ Advertise ._........................................ ...... .. 28d . © I 50% 29 Counci Bb Award _.............................................. . 1d 8 �E] 30 Obtain Contract Dxuments 15i p 0% 31 ............ ... ._.._. FreconstrixtonConference __.. tdl ! } '3112 32 Construction ?2A �r--•-� 0%' Project Description: Lilac Ln. Reconstruction and Sewer Improvements Discussion: This project was funded in the FY1997-98 CIP budget for an estimate of $168,768 and funded in the FY1998-99 for an estimate of $65,832. The design of the sewer and road reconstruction is complete. The estimate reflects the anticipated costs to build the sewer along i liar T nnP fnllnwPrl by rPrnn ztntrtina T.ilac Lane C;nnstruction has begun for this oroiect. I 10 ITask Name Duration I 1998 1999 20M prlMay Jun 111 ugiSep OcltkovlDec_JanlFeblMarlA.prlh3y1An I Jul JAug1SePJ Oct !Novi Decl Jan 11elilmar ADr,May Jun Jul LAuglSeploctINNI 34 I Uac Sew erftadw ay 35 Design ,o _..._mew rian5_.._...... .........__....y 37 I Obtain Ngnt cf'May 29.W Cd' 15d 1 1CD:o i °6 r .........................._..........._._... .......__ 38 Fnafze Flans 39 Advertise 40 _.......... ...................... 1I CowrABEAward 41 Obtain Contract Comments __.�.. 2 A 28d I 1 d 100% 1CC°,6 7i♦?11J j 1GG% p 42 FteconstructlonConference 1d I 15 O 33 Conshction T 120d Project Description: Sutton Place Drainage (CDBG) Description: As part of this fiscal year's CDBG project, Sutton Place is scheduled for drainage improvements. Storm drain will be constructed in the subdivision and also extended to relieve the offsite drainage. Sutton Road will then be paved following the drainage improvements. The plans have been designed and have been reviewed by the city. The required drainage easements have been obtained. The city portion to fund this project is estimated to be $230,000. D-3A-20 N JIJ JIJ i 2000 JI0l :D ;Task Name Cur�ian!NiDIJ!: ih1AiMIJIJIAjSCjNIDIJjF�MIAIMIJ J�A;S�014!D,J,F;MIAI�NIJ JjAISIC N!DiJIF!MIAjM J;J lI 155 ISutton (dace Drainage (CDBG) 352dI Ces n .. 33a Revew Pars iCd! a% 1`8 ,� _Cbtan fSgtt of'May 159 ,__._.Fnaize Pans_.._ _ 160 Advertise 161 1 Cound Bid Aw ara 162 .. Obtain Contract Documetts 153 aeconstructim Conference ........ Ss rstr'c::m 9Ca � T5 Project Description: Harrell Drive Reconstruction mom Johnson to Gray Lane) Discussion: Construction of this project involves reconstructing the existing roadway without widening the existing roadway. The existing drainage problems will be addressed in the design of this project. This project is estimated to cost $140,000. For the FY1997-98, $11,200 was appropriated for the engineering. For the FY1998-99, the remaining $128,800 was funded for the construction. The project has been delayed until the park is developed. The preliminary schedule is Jt.��-"n D !Task Name Duration 98 1 1999 20DO Jul iAu9ISeoJCct;ttvICec JanIFebhfarlAcrlhtyjJun Jul !AugiSeol Oct Novi Decl .tan Feb h4r lhrtkyllun I A !Aut Nov Dec Jan,Feb 100 iHarrell Dr. Reconstruction 271d 101 I Design 10'2 j Review Pans 103 I Obtain Right of My 21d Od © 0% 0I � 104 Fnaf¢eFlans 10d v j O% j _105� _........rev-' ti.s............................. _................. I ..Advere 2..8d i Cif 0% .................................................................... 1..06 ! CunciBid AWard . ld p 10T Cbtan Contract Documents 15d 0% ....... ..... ......_.... ....... ............. ._ 'C8 Pe"rstructrn Conference '09 C nstr icticn ............... 1d41 12C4 O96 I Project Description: Year 3 Xeighborhood Setiver (Jellico, Cross Timbers, Dove Acres, HilAvood Acres) Discussion: As part of the Neighborhood Sewer Program, sanitary sewer service will be provided for residents in Jellico Estates, Cross Timber Hills, Dove Acres, and Ellwood Estates. The estimated engineering and construction cost is $2,000,000. Due to the extent of these projects, $1,550,000 was budgeted for the FY1997-98 CIP budget and $1,150,000 was budgeted in the FY1998-99 CEP budget. All construction plans are complete and have been reviewed by the city. The required easements are also being obtained for these projects. D-3A-21 -ask Name Duration lAlSlCiNiDIJI:iMi.A:41iJIJIaiSICiN,DIJiFIMIAIMiJIJIAiSiO 1 NI DIJIF I MIAIMIJIJIA1SiCIN I DIJ I FIMtA U 33 J3 39 40 ! Niitw oad. Dove Acres. Jel6co -esgn ;ev�ew Pars Cbian Fgri:f May . rnavePairs Advertse CounciBid Award Moll 2Shc �1V `ad 1Cd' 71 _-71 28d 1 td <) I 5u% r..Y12 _ ; 41 Obtain Contract Docunents ........ ...... 1`d 42 .......... ... Rtruch econsanCenference .............. ._........... ..._ ......... 1dl4 D Task Name 1998 im Duration ;AISIOIN;DIJIFiM!A!MIJIJ!AIS10INIDIJIFIMIAIM!J1JIAIS 0 N OIJI 2000 I F IMIAIM J,JIAISIO,N OIJIF!Mla 45 1S Cro s s Tim be rs Sew e r Oesgn Review Pans 554dI 174d 50d —r�� 100% 100% Obtain Rgtt of My 199d 1D% 49 iT Finalize Pans 45d OX 50 51 53 54 !.._ Advertise Council Bid Award R-censtraccnConference G.nstru0cin 23d 1d :dI 24Cd� I p 1 O +11G0 ^. �12114 0% Project Description: Cedar Creek Plantation Sewer Description: The design of the sanitary sewer for this project was budgeted in the FY1997-98 CEP budget. The design is complete and the project was bid. The bid for construction was S75,000. The contracts are executed and the construction of the sewer line has begun. The oreliminary schedule is shown below. D Task Name Duration 1998 1999 2000 — 2001 DIJIF,.MIA!::M J1JJAj3JOINIDIJjFIMIAiMIJ1i;AI3I0INi01JIF M A M I J J,A!S!OIN101JIF M A M J Jts 144 P!antation Sewer 1.....� n S5 .. ............. 260d Gsd 100°16 146 Review Pans 147 : rbtan R"4Yt I'Ala y 74-8-1, rnalizePans 149 Advertise 150 CaunciBidAward 151 i Obtain Contact Documents 21d -Cd — 1Cd 28d 1d 15d I I 1ON, I 1013% 10096 I1C0% I p Ip; j . ........... _......................................... 152 1 Freccnstuction Conference .............................................................................. 153 C nsMxtiorl _ ........... id 90d I I ;100% 5% Project Description: Seal Coat - Woodland Heights and 8" Water Line Construction Discussion: This project was originally funded for completing the seal coat in the FY1996-97 for an estimated $17,500. The seal coat has been completed. The 8" water line was approved to be funded for the FY1997-98 at an estimated cost of S30,000. This waterline will loop the water line within the Woodland Heights Subdivision and Cambridge Place, Phase II. The design of this water line is in the beginning stage. D-3A-22 M" Project Description: Highland Street_n-orn Shach, Oaks to Tfhite Chapel Discussion: This project invokes reconstructing the existing roadway. Although there will be no v idening of the roadway, the alia^.^.:ent of W. T.-Uhland will be reali,ned with E. Highland. The city is currently negotiating with two property owners to acquire the required right-of-way. Construction is anticipated to last for 180 days. 1997 1 1990 1999 iD ITaskName Duration A1S O N D J1F�M_A M J JIA S10IN D J F M A M1J J1A S O N D J F M A M J J A S101N1D,J FIM A1M ii'12 JHgHand(Shady - VC) 824di MV 13 i Design ._d 49q% ........................... _....... ............ MMMT 11 RevieN Parry ='1: CG°6 .moral¢=_Par, ; ................. 7 j Advertse _9dl1W.0% 18 Council Bid Award tdl 5 19 7 Cbtan Contract Documents .............. 15d 0 I OX 20 ReconstructienConference id 21 Cdnstructim __.._..150d 0% Project Description: Ric�gecrest Drive Discussion: This project involves reconstructing the existing roadway and constructing various drainage improvements. If needed. the widening of the existing cross-section of this road will be limited to 1 to ? feet. The design of this project is complete. The easements for drainage have been obtained and the bids were received. Construction has begun on this project. -I I i i 1997 1 1998 1 1999 1 2W0 ID 1Task Kane Duration NIDIJIF MIA M J J A S O N D J F MA M J J A S O N D J F M A M J J A S U NW JihIM1A M J JIA 34 114dgecrest Road 530d 1 35 1 Design 140d100% ! 3 1 Review Pans 5d 100%' 37 titan ggtd Pay 2571! 100% ........ ._ _ ..__ 33 nai¢ePlans . _...... _ ±Cd 39 Aivenise 40 CouncdBidANara _,. i 1dl 11117' 41 Cbtan Contract Docu eats 15d a 100% 42 Peconstruc6mConterence td1 ♦1J9 43 Conswcticn 90d! --, 5% Project Description: Continental Blvd from Davis to Peytonville Discussion: The scope of this project involves reconstructing the roadway and improving the drainage along Continental. The roadway width will be increased in areas as needed at various intersections with side streets from subdivisions and in front of Carroll Elementary. At these locations, the roadway will be widened to three lanes. The design is complete. The city has reviewed the plans and the project has been bid. Construction is anticipated to take at least 180 days. D-3A-23 G 'i3skName Curation iDIJIFiNiA a,i JIJ I 1999 ZC NIJI'iA;SI0INIDIJ FIMIA M J J AISIOINIDIJ FIM A M J JIA SIOINIDiJIF1MIAIM J 45 IConinentalBlvd 43 17 43 39 50 51 _es;gn _---.__ Rewev Pans atanFight cfNay rnal¢e Pans ........................ Advatise CancMdAwad 642di 314e1 _lol CdI 10d 21d 1d 100% 100'� 52 ! Cbtan Ccrtract Docum ms 15d 53 i-xstr.acr. .... Fteccnstriction Ccnfererce ..... .... 'd Cc', P I �1f10 IN-4 N Project Description: Burney to Cul-de-sac Discussion: This project involves reconstructing the pavement from the cul-de-sac to approximately 1250' west along Burney. The construction project will begin in the near future. Construction is anticiDated to take at least 90 days. tD ITaskName IDaration J FMAIMIJ JA SOND J FMA MJ JA SOND J FMAMJ JASONDJ FMIAMJ JA SIO 56 Bumey to CuWe-sac......... 435d 57 I Cis an 150d I--t .100°G 53 Review Pans __ __. __.._- ''Sd tOG% 59 CbtanFSgMcf Nay yd, op Prace Pans 20d a 100X it Adva'Jse V v u 63 Wan Contract Docuneas 15d q 100°4 I t ............... .......... . 64 _... Preconstmbon Conference +d 0 - - 5,27 - 65 ! C.Mstruction .90d - - 50% CITY PROJECTS AFFILLATED WITH S.H. 114 RECONSTRtiCTION The State of Texas has recently committed to appropriating money over the next several years for the reconstruction of S.H. 114. Consequently, the City of Southlake must satisfy several agendas before the start of construction. The next few projects listed were funded in the FY1997-98 CIP budget in order to carry out these agendas. Project Description: Channel Improvements along the Jones Branch Discussion: Currently, Wal-Mart and the Village Center Development are detaining the runoff from their sites. The proposed R.O.W. for S.H. 114 along these developments is the land area, which these detention ponds presently occupy. These detention ponds will be eliminated in the reconstruction of S.H. 114. Before these detention ponds are eliminated, provisions must be made to the downstream properties in order to increase the capacity of the current Jones Branch. The City Council appropriated $25,000 for the FY1997-98 to fund the engineering and $475,000 was appropriated in the FY1998-99 to fund the construction and easement acquisition of drainage improvements along the Jones Branch. These improvements must be accomplished before construction of S.H. 114 begins. The preliminary construction plans have been reviewed by the D-3A-24 cite and the consultant is working with the Corps of Engineers and the T.NRCC in order to obtain the required permitting. Project Description: R.O. R' Acquisition at S.H. 114 and Dove St. Discussion: The city has committed to obtaining the additional R.O.W. required to build the future intersection of Dove St. and S.H. 114. The estimated cost for the appraisals, property, etc. is $1,500,000, which was funded for the FY1997-98. All parcels except one, the Westerra tract, has been acquired. Project Description: r,'tilit' Relocatio�r aloe; .S.H. 17 Discussion: The city must relocate the existing utilities, which are located in the S.H. 114 R.O.W. These utilities must be relocated prior to construction of S.H. 114- For the FY1997-98, an estimated S269,600 was appropriated to relocate utilities before the first phase of construction begins (Kimball/S.H. 114 intersection). The construction plans are being developed for the utility relocations at the Kimball/S.H. 114 intersection. The construction plans for the Kimball section are anticipated to be complete by March 1999. The construction plans for the Dove section are 90% complete. The utilities can be relocated once the plans are near completion and the required ROW is obtained. S.H. I t4 RECONSTRUCTION STATUS Below is the anticipated bid letting dates for each of the four sections of SH 114 to be reconstructed. • Kimball Interchange — SH 114 will be built over Kimball Road. The plans are 90% complete. The project is estimated to be bid on in August 1999 with construction beginning 6-8 months following the bid letting date. • Dove Interchange - SH 114 will be built over Dove Street. The plans are 951i0' complete. The project is estimated to be bid on in June/July 1999 with construction beginning 6-8 months following the bid letting date. • Carroll Interchange - SH 114 will be built under Carroll Road. The plans are 75% complete. The project is estimated to be bid on in June 2000 with construction beginning 6-8 months following the bid letting date. • White Chapel Interchange - SH 114 will be built over W-hite Chapel Road. The plans have not yet begun to be designed. The project is estimated to be bid on in January 2001 with construction beginning 6-8 months following the bid letting date. Each project is estimated to be under construction for at least 30 months. MISCELLANEOUS PROJECTS Project Description: Heritage Business Park lr ftastructure Improvements Discussion: The city is committed, through the Developer's Agreement, to reimbursing the developer for the oversizing of the water line along Kimball and the street improvements constructed in the Heritage Business Park. These reimbursements are estimated to cost $85,000 and were funded in the FY 1997-98 CEP budget. D-3A-25 A Project Description: Keller Water Meter Purchases for Southlake Residents on Keller Water Discussion: The City of Keller currently provides water service for approximately 250 residents of the City of Southlake. In order to transfer these customers to Southlake water, the city must purchase these water meters, water lines, etc. Therefore, the city proposes to transfer residents in the coming fiscal years in phases. For the FY1997-98, the city allotted $250,000 for the purchase of a number of meters. In the subsequent years, all residents of the City of Southlake will be transferred to Southlake water. D-3A-26 i !i i� iIl '!. � 'l; L r "l � %] 1 _ €' �• i 1, Z I I t _ f i Z 'CZJ 2¢ 7 y za F g¢ s< Q Q O p OU c Q z OZ c 3 0 0 o Z o :may Si Z 5i L Z Z -1 z> Z ( Z Z r I L.L edi i l i l 77 E K2 Z Q .g Z x 6, z zz_<Zt CJ .'1...t� X — 72 Q Q 1 X y G Z > ✓1 ✓1 is ^ , — .. L U J.1 CT.1 z z T 5 X? _.1 O - Z z Z Z y S� O � Z Z J 1 3_ y? y Q ? y v zaz�¢��xXr=�1 �'�z Zz Xco�igz a o w s z m 3 c a U J: i c•I — _. .. _ — L 1 F Vl C. h-I co -ln(D1� W O)��-f2j:! Ot�[DQ�NNNNNNNNNN(mMCNcl e� 1,081" D—qA-27 N O 3 3 3 Il�il I �iI� i IL I � ~I flr rn Oy"x! Y.. y z 3 L ¢ f � z �zx l I 1 IR0 ' I I _ - ¢ - z w z Q � Z zo 0-1 �a11 rJ Z - a BOG O a0 °a 3 p O •�` i v Z G x Z r a O U 2 C z � z r^• �S a pz Cj 3 6 p i r v^i y S y, O Uzi C¢ V U Ei aaaaa� ,,<zzZ_�-y1Zy_�ma J= 7 0 r O o O z 1 fir] CLUd O H m 1 .=t n 3 �S O r'Nl't MCc7Q��7QQ11<1.A pp� ;Nf)ILIltf t�f1U IDInAtA1�At0<OfNO��t�D(p�t0 e�vFpi pp D-3A-28 I: O N CIP PROJECT COSTS A a c D PROJECT DESCRIPTION' BUDGETED MOUNT BID ' FIN'.-iL COST DIFFERENCE 3 NIGD MIRON ELEVATED TOWER * '0" Co ATERLINE ALONG FVI 170) j_24-,VATER LINE ALONG N. WHITE CHAPEL S1.860,000 -- - 5641,000 5850,000 51.832,000 5638.408 5826.4155 523.000 , 52.592 S23S45 4 5 BRU�(LOW BURNEY LN. - REHAB CUL-DE-SAC 5112,700 557,000 5111,000 564,523 Si.700 (57,523) 6 7 BYRON NELSON STOP LIGHT 540,000 $65,000 (525,000) 8 BYRON NELSON STRIPING DIAMOND CIRCLE STREETS & SEWER =LORENCE TOWER TANK PA(NT?NG IFNI 1709 TRAFFIC SEQUENCING ' HUNTWICK ESTATES SEWER 565,000 S 1,286,000 5!05.000 -- 5145.000 S200.000 574,163 5990,161 -,7? - :,:_00 542,000 5276.1", (59.163) 5295,839 5 i 03.000 ;S76,123i 9 ' j 11 12 13 JELLICO SEWER * 5500,000 S419,723 580,277 14 KIRKWOOD WATER LIME 5326,000, 5266,159 559,841 15 LAKE DRIVE WATER, SEWER, PAVING * S364,5001 5376,991 (S12,491) 16 LILAC LN. WATER, SEWER, STREET 52341606 5286,782 (552,182) 17 MISSION HILL SEWER 5430,000, $489,099 (559,099) 18 N. WHITE CHAPEL - COUNTY LINE TO LAKE * 5340,000 5470,970 (5130,970) ./ 20 21 22 23 .. i C"iA' L. i- vV'v G TO COUN TY LINE PEARSON GROUND STORAGE TANK NO. Z * PLANTATION SEWER * PUMP STATION NO. 2 * RAfNTREE SHADY LN WATER. SEWER. PAVING * .S1J.,JJV 5 (.637,400 5110.400 53, I10.000 S(.925.995 J, i ,. . 5I.5 t5,2 47 584,676 53.146,800 SI.615.029 � S142.153 525,724 (536,SOO 5310.966 24 RIDGECREST * 5355,576 5370,640 (S 15,064) 25 SABRE SEWER CONNECTION - SOLANA 525,000 $21,700 53,300 26 SHADY OAKS TRAFFIC LIGHT * SOUTHLAKE i KELLER PUMP STATION .MOD. * TIMARRON - BENT CREEK REPAIR * TROPHY CLUB 24" WATER LIME * `X. CONTINENTAL RECON. - PHASE I ' 5100.000 5300,000 5-26.986 51,511,000 5640,424 591,000 5294,000 S699.315 51.440,693 5640,096 59.000 S6,000 527.671 570.30-1 S323 27 j 28 29 j 30 31 `A"ATER & SE .V'ER TO MIRON ADDITION W. DOVE RECON.-PEYTONVILLE TO SHADY OAKS S196,781 5262.535 5259,680 5298,397 TOTAL (OVER)iC,-',"DER BUDGET (565,7541 (538,71 7 ) 5618,997 32 33 3-t 35 36 *Project not yet complete. Cost shown reflects contract bid price & engineering, surveying costs 38 39 3i 2i99 D-3A-29 City of Southlake, Texas T —• T n" L %, T T T _V1 .rt " 1% y .14 i! V lrl March 19, 1999 TO: Curtis E. Hawk, Cin, Manager i I FROM: Bob Whitehead, Director of Public `Yorks SUBJECT: SH 114 Reconstruction Update Issue: State Highway 114 Reconstruction update Background i Information: The State of Texas has committed to appropriating funds over the next several years for the reconstruction of SH 114. TxDOT has acquired several tracts of land for right-of-way and is continuing to acquire the � • 1 nrT 1 A T\ ./ _ at_ _ _ J 1_; J i _a.:.-.- �.,a__ 1L..111Ulllllly LL UVLJ ULViIj ULL L 1�. L\r1V • LJ LLL� UllllV Lrl41vU V1u iV lllll� u4a.J for each of the four sections of SH 114 to be reconstructed: • Kimball Interchange — SH 114 will be built over Kimball Road. The nlanc nra QOO/ rmmnlata ThP nrn pe.t wnc nreviously estimated to be bid in May 1999, however discussions with TxDOT officials indicate that the bid opening will be delayed to August 1999 due to delays with right-of-way acquisition. The construction is estimated to begin 6-8 jmonths following the bid letting date. • Dove Interchange - SH 114 will be built over Dove Street. The plans are 951/o complete. The project is estimated to be bid in June/July 1999 with construction beginning 6-8 months following the bid letting date. • Carroll Interchange - SH 114 will be built under Carroll Road. The plans are 75% complete. The project is estimated to be bid in June 2000 with construction beginning 6-8 months following the bid letting date. • White Chapel Interchange - SH 114 will be built over White Chapel Road. The plans are not yet underway. The project is estimated to be bid in January 2001 with construction beginning 6-8 months following the bid letting date. Financial Considerations: Not applicable j Citizen Input / Board Review: Not applicable D-3B-1 Legal Review: Not applicable Alternatives: Not applicable Supporting Documents: -Not applicable Staff Recommendation: This memorandum is for informational purposes only. Please place this topic on the March 23, 1999 City Council Mid -Year Review for discussion. BW/sep Approved for Submittal to City Council: liv-1 ity anager's Office City of Southlake, Texas MFMnP A NTDUM March 19, 1999 TO: Curtis E. Hawk, City Manager FROM: Bob Whitehead, Director of Public Works SUBJECT: Traffic Management Bond Issue Update i Issue: Council update of the Traffic Management Bond Issue. Background Information: Because of the continual increase in traffic on F.M. 1709 and the impending construction on SH 114, improvements to the City's intersecting streets is becoming critical to safely and effectively i manage the traffic along these highways. The City or Southlake will hold a bond election on May 1 to provide: intersection improvements along SH 114 and Southlake Boulevard (FM 1709) for better traffic management; construction of two major hike/nike trails; and enhancements to the interchange structures to be built by TxDOT on SH 114. Staff will show the public iawareness presentation to Council during the mid -year review portion of Tuesday's meeting. Staff has worked diligently to produce public awareness materials, schedule presentations, etc. to ensure the community is fully informed. 0 Financial Considerations: The City's financial advisor has evaluated the impact of the bond program and has determined that no tax increase will be needed to fund it. Citizen Input/ Board Review: City Council approved Resolution 99-03, calling the bond election. Legal Review: Not applicable. Alternatives: Not applicable. D-3C-1 Supporting Documents: Publicity Plan Traffic Management Bond Information Flyer Staff Recommendation: This memorandum is for informational purposes only. BW/ts Approved for Submittal to City Council: ,c itv Wanaszer*s Office U - x D-3C-2 L9--.j 11 Traffic Management Bond Issue Publicity Plan Task Speakers Bureau Development of Speakers List Book Engagementstpresentations ❑ Chamber Luncheon ❑ Park Board meeting o Library Board Meeting ❑ Senior Advisory Committee ❑ Chamber Board meeting ❑ Keep Southlake Beautiful ❑ Crime Control meeting ❑ Employee Briefing ❑ Lions Club Meeting ❑ Women's Division Meeting ❑ New Comers Club ❑ Metroport Rotary Club ❑ CISD Board Meeting ❑ Chamber Luncheon ❑ Executive Forum ❑ Senior Luncheon Town Hall Meetings Develop presentation materials o Power Point Presentation ❑ Maps ❑ Handouts o Hot Seat Practice Session Citizen Advocacy Group Assist with formulation of group Schedule speaking engagements ❑ City Council meetings (public forum) ❑ Community Groups ❑ Signage posting Letter campaign ❑ Develop model letters to the editor ❑ Postcards (friend to friend) model Assignments D-3C-3 Assilaned to Due CER, SKY Completed CEH 22 March (11:30am) KH 12 April (7pm) KH 24 March (7pm) BW 13 April (1:15pm) GL 8 April (Sam) ory o Aprii (ipm) SKY 7 April (7pm) BW TBD GL/BC 9 April (lam) RH 12 April (6:45pm) CEH' i2 Aprii (9:30am) GL 16 April (lam) CEH' 26 April (7pm) sw 26 April (11:30am) CEH (see Kim for info) BW 30 March (1:00pm) BW 29 March (7:00pm) 13 April (7:00pm) BW 15 March BW/SP/CLC/KH 15 March BW/KH 15 March BW/SP/CT 15 March SKY 18 March SKY TBD SS TBD SS TBD TBD TBD GL 22 March GL 22 March SKY 29 March Task Assfuned to Due SPIN Coordinate with SPIN representatives KH 10 March a Provide packets of information KH/COH 22 March o Prepare Q & A reference document SKY/GL 17 March ❑ Brochures for town hall meetings COH 22 March Set dates for Town Hall meetings KHlNW Completed Coordinate agenda for meetings BW/KH 17 March Schedule video taping of meetings COH 22 March Informational Materials Brochure development COH 18 March Coordination of mailings (town hall meetings, brochure) COH 22 March Press Releases COH 22 March Schedule media interviews COH 22 March Council editorial letter COH 22 March may alcpmant of Community Groups Listing COH Co�p�ataa Homeowner's Association (mailout schedule & insert) COH 17 March Video for cable COH 5 April Coordinate booth set upat Town Square opening SS/COH 20 March ❑ Identify content items for booth SS/COH 11 March o Schedule volunteers (sign up sheet) SS/COH 11 March Website Information COH 17 March Advertise Town Hall Meetings COH 17 March Article for Chamber Newsletter COH 17 March 12 March, 1999 2 D-3C-4 0 City of Southlake, Texas MEMORANDUM March 23, 1999 TO: Curtis E. Hawk, City Manager FROM: Greg Last, Director of Economic Development SUBJECT: Status Report — City Council Project Priorities Action Requested: Staff would like to allow City Council an opportunity to review the current status of various projects prioritized by Council. Council would also have the ability to direct staff to shuffle particular items if a majority of the Council concurs with the reprioritization. Background Information: The last formal prioritization by Council was done on June 26, 1998. The "Priority Ranking" process has been utilized as a management tool for several years. It allows advocates of projects to place their item before City Council and allows Council as a group to formally rank all projects. This provides clear direction to staff as to the Council's perceived importance across a wide variety of desirable projects. Status reports are periodically given to Council to clarify progress on projects as well as allow the Council an opportunity to confirm previously determined priorities for staff. Financial Considerations: None Citizen Input/ Board Review: Citizens, board members and any interested parties are allowed to submit a Project Advocacy Form (PAF) for consideration by Council. Legal Review: None Alternatives: Staff would be glad to pursue alternative management tools if suggested. However, the current process has been extremely effective in matching Council's desires with staff s efforts for several years. Supporting Documents: Attached you will find the following information. • Master Schedule of all projects showing rankings determined on 6-26-98 and current status. • Schedule / Pert Chart for Planning Department projects. • Schedule / Pert Chart for all other department projects. • Project Advocacy Forms for all projects on master schedule as noted. c Staff Recommendation: Staff recommends review of the attached status reports and concurrence with the direction being taken by staff regarding pursuit of these projects. Feel free to contact any department director as it relates to the project referenced for their department. Approved for Submittal to City Council: (7 City Manage I L:\ComDev\WP-FILES\PROJECTS\PRIORITY\pri-5mem.doc {v L ea Priority MASTER SCHEDULE - City Council Project Priorities Status Report - March 23,1999 High ---Low Dept Item /o o Comp PAF Enc. Results 1 2 3 4 5 Rank Score 5 2 PUPS Sign Ordinance Revisions Done No 1 1.57 3 4 PR Land Acquisition Plan for Ultimate Build outf Falk Sys - Done No 1 1.57 4 2 1 PW Drainage Master Plan Phase I: Inventory and data assembly Phase II: West Jones Branch Study Area Phase III: South Fork Kirkwood Branch Study Area 25% Done Done 50% Yes 3 1.71 4 2 1. PW Drainage Ordinance Revisions 80% Yes 3 1.71 2 3 2 PL Zoning Ordinance - Outside Storage Issues (no workgroup) 80% Yes 5 2.00 4 2 1 PL Zoning Ord: Reduce Residential PUD Min. Acreage (land conservation revision) on hold 50% Yes 5 2.00 4 2 PL Zoning Ordinance 480-CC: (Res. Adj, Corridor rev. etc) Done I No 5 2.00 3 1 2 1 CMO Citywide Strategic Plan 0% Yes 8 2.29 2 3 1 1 PW Storm Water Utility District 80% Yes 8 2.29 4 2 1 PL Zoning Ordinance 480-BB: (Impervious Coverage) Done No 10 2.43 3 2 2 PW Utility Placement Ordinance 50% Yes 10 2.43 3 1 1 2 PL City -Initiated Rezonings per the 1998 LUP Update (on hold) 0 Yes 12 2.71 1 3 1 1 1 PL Zoning Ordinance - Amendments to Parking Requirements (staff thinks that these issues were addressed with other ordinance amendments) Done? No 12 2.71 3 2 2 PS Lighting Standards 90% Yes 14 2.86 PW Street Light Standards (separated from lighting stds above) 0% Yes 4 1 1 1 PW Street Standards Ordinance (Ord. 217) 75% Yes 14 2.86 1 5 1 PL Zoning Ordinance S.O.B. Regulations '', '' Done No 16 3.00 1 4 1 1 PL Zoning Ordinance 480-V - Misc. Clean-up Items Phase I 80% Yes 17 3.14 3 1 3 PL Zoning Ordinance - SUP for Commercial uses in Industrial Districts 5% Yes 17 3.14 2 3 1.1 1 PL Amortization of Certain Non -Conforming Uses (on hold) 0 Yes 17 3.14 3 1' 3 PR Sidewalk / Trail Implementation Plan 5% Yes 17 3.14 3 1 3 CMO Smoking Ordinance �, �.. Done No 21 3.43 2 2 1 2 CMO Commercial Dumpster Ordinance 50% Yes 21 3.43 2 1 13,1 1 PW Utility Policies and Standards Ordinance 50% Yes 21 3.43 L:\COMDE%\WP-FILES\PROJECTS\PRIORrnVRI-RNKS. WPD M. A3 Page 1 of 2 FPriority MASTER SCHEDULE - City Council Project Priorities Status Report - March 23, 1999 High ---Low Dept Item o /o Comp PAF Enc. Results 1 2 3 4 5 Rank Score 4 .2 1 PL Zoning Ordinance - Front Yard Issues (Workgroup) 10% Yes 24 3.57 2, 3 , 2 PSGHthancano� Ordinance �� Done No 25 3.71 2 4 1 PL Zoning Ordinance - Special Events Permit & Procedures 80% Yes 26 3.86 2 ; 2 3 CMO Open Records Ordinance 15% Yes 26 3.86 1 ` 1 :3 2 PR Trail System Master Plan Update 5% Yes 26 3.86 2 :1 ; 2 PW Septic Ordinance 25% Yes 29 4.00 1 1 1 ' 1,2 4 PS Update Noise Control Ordinance No. 484 10% Yes 30 4.14 1 4 PR Park Dedication Ordinance - Fee Justification Study 95% Yes 31 4.43 Dept Legend: PW = Public Works, PL = Planning, PR = Parks, CMO = City Manager's Office, CS = City Secretary, PS = Public Safety, HR = Human Resources, FI=Finance The following items have been asked for / approved by Councilmembers but have not been prioritized by City Council PUPS Landscape Ordinance Revisions (at Council) 98% Yes PL Michael Drive Initiative (Direction from CC on 12-1-98) 60% Yes PL Sign Ordinance Revisions (704-B) Open House Signs 0% Yes The following items are additional projects identified by staff. PL Hotel / Motel Regulations in Zoning Ordinance 5% Yes CMO All America City Award in 2000 0% Yes PR Clean Streets / Beautiful City Project 0% Yes CMO Southlake Historical Commission 0% Yes PR Youth Master Plan Development 0% Yes PS Parade and Street Closure Ordinance 5% Yes PR Revise Bicentennial Park Master Development Plan 0% Yes PR Revise Bob Jones Park Master Development Plan 0% Yes L:\COMDEV\WP.FMXSIPROJECTS\PRIOWTY\PRI-RNKS.WPD Page 2 of 2 A M W 0 p N e� U 6� -- - --- ---- --- ...._............. cl. � z ............. ............ . II I C� O I II a p U U Q U U U U -- - U--- N - . - N � F; UUII N N 0 cl U... o --U-- o II I�--- •o II -.._ it a II II c II II C II II ii � II c II ii II ii � II ItS,i :, oN. a a I ca. a>i a a>i ¢' > aa� n' > aa� �'' > aa� °' > aa, n• > aa� �'' > aa� °" > av "' > aa� a a a>i 0. 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C L 'C7 a O 16- to CIS '00o cn co c O CIS'�' I'dE c ? cLo '3 L1 i z czcz O �n ;; cvo COO a. c E r .� L o "O o a� to a� v co a en E o Y o v� a�`i O aEnCa °U' �, O z CIS w3 c E °' S C] C� U orn � Cooc U D O D M u 10 V M M "o �o O ',T M u [� I� N N 14' a0 DO V: 00 00 O i (V N N N N m M Cl) M M ' O O O y a a U a a a U a U a G in.. a a a a a w a; D. -A-7 ,, ►] 31 00 a, 00 00 O N to bA � 00 0 a, x C, _ ^ N ^ O\ OA O O = U U m ^ CL O C U co _ 7 3 = O > b4 > C cn o z o — a -� O a` ¢ ¢ o U U U 0 0 _ o rA O Q. c >> V CYi N cG = = «+ L L) Y L O L U c4 0. = L 06 p .L C + •� Q. ° R E w o Q1. O a o cts `o n D r o o L o U O o = y to c' ri Y_ ° w _� y •L ca N cQ cC w wo U a a a a a U o a a. a U a a O O O L: a h N [- O O vl O cc; a Q M M N N N M Q "w o x r)Li.AS I PROJECT ADVOCACY FORM SHORT TITLE: Drainage Master Plan TYPE OF PROJECT: Scope: New XX , Minor Revision , Major Revision Type: Ordinance , Master Plan Component XX , Project Other: REQUESTED BY: CC , P&Z , ZBA , PB , STAFF , OTHER: STAFF CONTACT: Bob Whitehead. Director of Public Works. 481-5581, ext. 740 DATE OF REQUEST: - DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) l . The only infrastructure system without a Master Plan. 2. As the City develops, storm water runoff will become more critical. 3. Develop a CIP and maintenance plan. (aw, List any potential considerations. (Do not define solution) 1. Phase I, data collection is completed. 2. Because storm water crosses political boundaries, the City will need to coordinate with surrounding cities. 3. EPA - Clean Water Act and other environmental acts will impact decision. General Comments: Actual development of Master Plan has begun. • West Jones Branch engineering design is complete. Easements are being acquired. Bids will be taken Fall 1999. • South Fork of Kirkwood Branch is 30% designed. List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. Phase I - Master Drainage Plan section • Executive Summary • Priority Ranking L:NCOMDE%%WP-FnXSTRO=S%PRIORMrPRO"EQFRM\DRAIIIMP3.WPD Form Date: March 19, 1999 Page I of 1 D q-A9 City of Southlake Master Drainage Plan - Phase I Executive Summary The City of Southlake has experienced rapid development over the past fifteen years, which has led to increased stormwater runoff throughout the City. Phase I of the City of Southlake Master Drainage Plan, prepared by Freese and Nichols, Inc., Cheatham and Associates and Schrickel, Rollins and Associates, was developed,to assist the City in evaluating the existing conditions of the city wide drainage infrastructure. Phase I of the Master Plan was developed in seven parts: 1) mapping and geographic information system assessment; 2) existing stream and channel assessment; 3) storm drain system assessment; 4) status of the existing hydraulic models; 5) environmental overview; 6) priority ranking of streams and channels, and storm drain systems; and 7) funding strategy assessment. Mapping and Geographic Information System Assessment The existing topographic map of the City was produced by the North Texas GIS Commission from February 1994 aerial photography of the City. Physical features such as homes, roads, and above ground utilities are not included on the map. The mapping, prepared for planning level studies, was not intended to be used for detailed engineering design efforts. In an effort to determine if the mapping topographic features had sufficient accuracy to prepare detailed computer models of the drainage systems, an evaluation was performed using spot elevations and confirmation surveys at various locations throughout the City. It was determined that the existing maps do not have the (4be City of Southlake Master Drainage Plan - Phase I ES-1 D 4- A to accuracy needed to support a more detailed engineering study and design activities. The maps do provide sufficient information for large scale planning activities. Existing Stream and Channel Assessment The assessment of the City's existing streams and creeks was performed in three parts: data collection, field reconnaissance, and problem identification. The eight major streams and creeks identified in the Corps of Engineers' 1995 Flood Insurance Study were evaluated. Corps hydraulic models and work maps were obtained and reviewed. Field reconnaissance was performed on approximately 26.5 stream miles to obtain data on the current condition of the channels, the channel overbanks, and the existing road crossings. Channel areas experiencing erosion and other observed problem areas were identified for each major stream and tributary and are described in the main body of the report. Storm Drain System Assessment The assessment of the City's existing storm drain system was performed in two parts: data collection and problem identification. As -built records at the City and at the Texas Department of Transportation were researched for data on existing storm drain systems and road culverts. Field reconnaissance was performed to obtain data on the current condition of the drainage structures and to confirm their existing sizes and locations. Meetings with City personnel were held to obtain information regarding the reported and known problem areas within the City. A map was created showing all of the identified problem areas. The map provides information regarding the existing condition of the drainage structures at each problem area and identifies the reported and potential impact of flooding at each location. City of Southlake Master Drainage Plan - Phase I ES-2 Dq--A(( A Status of Existing Hydraulic Models The existing stream models, developed in the early 1980's for the Federal Emergency Management Agency (FEMA) Flood Insurance Program, account for approximately 11.5 of the existing 26.5 stream miles within the City of Southlake. Each reach of each stream was compared to the existing stream models. General observations and conditions were recorded with regard to the main channel, both channel overbanks, and the size, shape, and configuration of each culvert along the stream. Areas of channel improvements, pond construction, and storm drainage outlet pipes were noted and are included in the report. Numerous drainage structures are not included in the models and several developed areas are not modeled. The City's rapid growth in areas distant from the major creek channels has not activated the requirements for updating the sere= mcdc'.s. Typically, developers will perform the stream modeling when projects are adjacent to or include flood plain areas defined by FEMA. Although these models reflect the existing conditions ._^. the vicinity of the project at that period in time with the project in place, they typically do not take into account future upstream conditions. These models should be updated on a priority basis to better define the current and future 100-year flood plain limits. Environmental Overview Separate field reconnaissance was conducted for this portion of the Phase I study. The environmental overview was divided into three areas: evaluation of the streams and tributaries within the City for endangered species and threatened species, assessment of the potential for U.S. Army Corps of Engineers jurisdiction over "waters of the United States," and an assessment of the permitting requirements for any future drainage improvements. City of Southlake Master Drainage Plan - Phase I py-A1-2- ES-3 1. Nine endangered or threatened species were found to have the potential to occur within Tarrant County. All of the species listed are either not expected to occur within the City of Southlake or should not be impacted by any future drainage projects within the City. All of the streams and channels within the City are considered "waters of the United States" and subject to federal regulation. These jurisdictional waters are controlled by the Corps of Engineers' Clean Water Act Section 404 Permit process and the EPA National Pollutant Discharge Elimination System permits. The 404.permit requirements have recently changed requiring a more vigorous process which can significantly affect new construction as well as maintenance activities. New rules are being promulgated by EPA for stormwater NPDES permits. in addition, the numerous on -channel detention/retention ponds which have been constructed throughout the City may also be considered jurisdictional waters. Several small wetland areas, wiui;h are diso C0115iuered jurisdictional waters, were observed to occur within the channels at various locations throughout the City. These areas are generally located at road crossings which have been blocked with silt and vegetation. Because these wetlands occur within the limits of the channel banks, any drainage improvements within the channel must address these areas. At least one wetland area exists outside the limits of the channel banks in the West Jones Branch watershed between State Highway 114 and North Kimball Road. Any construction activities in the area must address and protect this wetland. Any drainage improvements within the streams and creeks will be subject to permitting requirements. These projects will be subject to the review and approval of the U.S. Army Corps of Engineers, the Federal Emergency Management Agency, and the U.S. Environmental Protection Agency. The requirements associated with these permits can have a significant impact on City of Southlake Master Drainage Plan - Phase I Dq-P03 ES-4 imptovemey+t alternatives. 'They wi11 need to be taken into account in the review of alternatives in future phases. Maintenance activities are subject to the permitting process as well. Activities that disturb more than 1 acre or 500 feet of channel are subject to very stringent requirements. Priority Ranldng System A priority ranking system was developed for each major stream and for all of the identified storm drain system critical structures or problems. A ranking of each watershed, structure or problem was based on a set of technical criteria established by the project team and City personnel. That criteria includes reported history of flooding, number of residences affected, public safety, and potential for upstream and downstream development. The two highest priority ranked streams are the West Jones Branch and Dove Creek. The are: 1 Continental between Independence five highest ranked storm drain system improvements ) Pe Court and Forest Drive, 2) SH 114 and Highland Street, 3) Lonesome Dove Road, 4) Summerplace Addition on Dove Creek Trail between Summerplace Lane and Preakness Circle, and 5) Whispering Dell Estates near the J. Johnson Elementary School. Assessment of Funding Strategies Various mechanisms were evaluated for funding the drainage system improvements. Such mechanisms include developer drainage system improvements, general fund financing, grants, special improvement districts, drainage utilities, and drainage impact fees. Of the mechanisms reviewed, the most significant improvements would likely result from the implementation of a drainage utility. City of Southlake Master Drainage Plan - Phase I ES-5 Dy-Alq Summary of Recommendations While a detailed description of the recommendations is included in Chapter 9, a brief summary of the key recommendations is listed below: 1) Develop a detailed topographic map of the City, preferably with one foot contour intervals. 2) Update the hydraulic computer models, with West Jones Branch and Dove Creek reviewed first, followed by BB-6 and South Fork of Kirkwood Branch. 3) Develop a program for acquiring drainage easements along all of the major streams and tributaries within the City, as feasible. 4) Adopt and pursue a stufwwaLci iiiauae,cirl6at uitau�uig �/ictaa. The first two items should be accomplished in Phase II of the Master Drainage Plan development •„ '- - --L- ---- - a .,- Vy while itZII1S .� and •t Witt i7ccu to uc YG1lvttuGu yiuuuiliy vy u,:....�y. City of Southlake Master Drainage Plan - Phase I Dy-AIS ES-6 7.0 Priority Ranking A priority ranking system was established to identify the areas and streams that are in need of higher attention. The priority ranking system was developed to provide an objective, unbiased means for looking at the factors which determine the need for drainage improvements. The watershed and the drainage structure rankings were performed separately, due to the differences between the two systems. The drainage structures and the problems associated with them can generally be described as local events which often are not affected by, nor do they affect overall drainage within the watershed (i.e. major creeks and streams). Localized drainage problems can often be mitigated without any adverse impact either upstream or downstream. The watershed rankings are based on the over=11 condition of the major Creeks, dreams, and tributaries within each basin. Although some of the problems associated with these channels, such as blocked culverts and erosion, are considered localized problems, more omen than not they cannot be addressed as stand- alone projects. In general, improvements or modifications within creeks and streams must be approached by evaluating their effects both upstream and downstream of the problem. If the creeks and streams are not evaluated as a single entity, Exing one problem area has the potential to create new problem areas or to worsen other problem areas along the stream. 7.1 Watershed Rankings The eight major creeks and streams in the City of Southlake were analyzed and ranked on their need for -additional, detailed study and improvements based on overall watershed conditions. Most of the watersheds have undergone significant development in the last decade. Most of the creeks and channels within these developing watersheds have been left untouched, and are unable to handle the increased runoff resulting from the development. (410" City of Southlake Master Drainage Plan - Phase I 7-1 D - A -16 NJ In order to provide the city with an unbiased ranking system for the watersheds, the following criteria were used as the basis of our evaluation: • Previous history of flooding • Number of residences benefitting from improvements • Number of existing structures flooded under current conditions • Potential for upstream development • Potential for downstream development • City staff opinion of need for improvements Each reach along the main channel was given a score from 1 to 3 for each of the criteria listed: one (low risk) and three (high risk). The overall score of the watershed was then divided by the length of the creek to provide a ranking per river mile for each watershed. The results of watershed ranking system are shown in Table 2. The watersheds are ranked in the following order: 1) West Jones Branch 2) Dove Creek 3) BB-6 4) South Fork Kirkwood Branch 5) BB-8 6) BB-9 7) Higgins Branch 8) Kirkwood Creek City of Southlake Master Drainage Plan - Phase I DN-A17 7-2 PROJECT ADVOCACY FORM SHORT TITLE: Drainage Ordinance No. 605 TYPE OF PROJECT: Scope: Type: Other: New , Minor Revision X , Major Revision Ordinance X , Master Plan Component , Project REQUESTED BY: Scott Martin and Debra Edmondson CC X , P&Z , ZBA , PB , STAFF , OTHER: STAFF CONTACT: Charlie Thomas DATE OF REQUEST: June 5, 1998 DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) 1. We must mitigate the massive amount of new additional run-off which will be generated by the 200% to 300% increase in the impervious coverage from the expansion of S.H. 114 and its associated interchanges and "Fly-overs", the expansion of F.M. 1709 and F.M. 1938, as well as the plethora of new commercial development associated with these three corridors. 2. We must eliminate the filling of or building within the "Flood Plains" of our city in order to protect aw the downstream properties. 3. We must mitigate the run-off of toxic materials, such as motor oil, hydraulic fluid, brake fluid, antifreeze, etc., from roadways, highways, parking lots, driveways, etc., in order to protect and prevent contamination of our underground water table, as well as our streams, ponds, and lakes and their associated wildlife. List any potential considerations. (Do not define solution) 1. 2. General Comments: These efforts should "dovetail" or pre-empt the Corp of Engineers, E.P.A. and the T.N.R.C.C. in regards to their anticipated new requirements/regulations in regards to the above listed concerns. List any references to be reviewed (other cities, etc.) or any documents attached to this request. L:\COMDEV\WP-FQ.ESIPROJECTS\PRIORMVRO1-REQ.FRMIDR-ORD02.WPD Forth Date: March 19, 1999 Page 1 of I Dy-AIS A PROJECT ADVOCACY FORM SHORT TITLE: Zoning Ordinance Revisions: Outside Storage and Screening Standards TYPE OF PROJECT: Scope: New , Minor Revision X , Major Revision Type: Ordinance X , Master Plan Component , Project Other: REQUESTED BY: Karen Gandy. Zoning Administrator STAFF CONTACT: Karen Gandy. Zoning Administrator. 481-5581 ext. 743 DATE OF REQUEST: 10/23/96 DATE RECEIVED: Outline problem, concern or opportunity. (Do not define solution) BY: Development standards for outside storage and screening are not compatible with the community's vision. 2. Walls, fencing, hedges/plantings may not be adequate to totally screen the outside storage, parking areas, etc. List any potential considerations. (Do not define solution) 1. Consider differentiating between outside storage and outside display. 2. Consider increasing the height of walls or placement of more mature plantings in order to allow some outside storage. 3. Establish a work group comprised of business representatives, city officials and staff to establish regulations which balance the objectives of the community with the needs of businesses. General Comments: 1. Zoning Administration and Code Enforcement Divisions are faced with outside storage issues on a weekly basis. Current regulations are too subjective and need more definition in order to effectively enforce the community's standards. List any references to be reviewed (other cities, etc.) or any documents attached to this request. 1. N/A L:\COMDEV\WP-FILES\PROJECTS\PRIORITY\PROD-REQ.FRM\STORAGO3.WPD March 19, 1999 D ` .- A 1 Page 1 of 1 PROJECT ADVOCACY FORM SHORT TITLE: Residential PUD - Reduction in Minimum Acreage Requirement and Conservation District) TYPE OF PROJECT: Scope: Type: Other: New , Minor Revision X , Major Revision Ordinance X , Master Plan Component , Project REQUESTED BY: Councilmembers Scott Martin. Gary Fawks. Pam Muller (Ex-councilmember) STAFF CONTACT: Karen Gandy, Zoning Administrator. 481-5581, ext. 743 DATE OF REQUEST: liJ:rtoo-9x41n1liL" Outline problem, concern or opportunity. (Do not define solution) BY: 1. Infill properties (less than 50-acres in size) have presented certain development challenges, such as lotting configuration, access, street alignments, screening and buffering, etc. 2. Appears to be a need for flexibility in infill development. List any potential considerations. (Do not define solution) 1. The amount of dedicated open space needs to be reviewed. Currently, the ordinance requires a minimum of 10% for properties being developed residentially. 2. General Comments: Staff supports this concept; however, we recommend that the R-PUD not be reduced below 5 or 10 acres. Currently, R-PUD's require a minimum of 50 acres. List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. Limited research has been completed. 91 C. IN L:\COIDEV\WP.FaESIPROJECTSIPRIORITYIPROJ-REQ.FWN\RPUD-AC4.WPD Form Date: March 19, 1999 Page 1 of l Dy-AW PROJECT ADVOCACY FORM SHORT TITLE: Citywide Strategic Plan TYPE OF PROJECT: Scope: New XX , Minor Revision , Major Revision Type: Ordinance , Master Plan Component , Project XX Other: REQUESTED BY: CC , P&Z , ZBA , PB , STAFF XX , OTHER: STAFF CONTACT: Shana Yelverton, Assistant City Manager, 481-5581. ext. 705 DATE OF REQUEST: DATE RECEIVED: BY: Note: It is staff s intent with this project to begin anew after receiving feedback from the citizen survey and completion of the upcoming elections. This will allow clear feedback and direction regarding this topic. Outline problem, concern or opportunity. (Do not define solution) 1. Ensure that the community, elected officials and staff are moving forward with a shared vision. 2. Create a forum for making informed decisions when setting budget priorities or deciding when setting budget priorities or deciding among program alternatives. 3. List any potential considerations. (Do not define solution) 1. Process should include community, elected officials, staff. 2. General Comments: Process has begun, but report needs to be inclusive of new Council members. May wish to consider updated survey data. List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. L:\COMDEV\\VP-FILESTROJECrS\PRIORrrY\PROJ-REQ.FRMWMTEG2.\VPD MTEG2.WPD Form Date: March 19, 1999 Page 1 of 1 DK-AZI PROJECT ADVOCACY FORM SHORT TITLE: Storm Water Utility District TYPE OF PROJECT: Scope: New XX , Minor Revision , Major Revision Type: Ordinance , Master Plan Component , Project XX Other: REQUESTED BY: CC , P&Z , ZBA , PB , STAFF , OTHER: STAFF CONTACT: Bob Whitehead. Director of Public Works. 481-5581, ext. 740 DATE OF REQUEST: DATE RECEIVED: Outline problem, concern or opportunity. (Do not define solution) 1. Need method of financing drainage improvements besides property tax. BY: 2. Storm Water Master Plan is being developed which will define the drainage needs by basin and by creek branch. 3. List any potential considerations. (Do not define solution) 1. Surrounding cities have already instituted such a drainage district. ►A 3. General Comments: Storm Water Utility District would also finance the engineering for the Master Plan along with capital improvements and maintenance. List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. Cities of Grapevine, Keller, Colleyville all have such districts. r.:\CDMDEV\WP-FuEMOJEcrswwoxtrYwxor-REQ.FRM\STORM2.WPD Form Date: March 19, 19" Page 1 of I V q- A. I ote The City Council has authorized a traffic for May 1, 1999. The election will allow $24.12 million bond issue to (1) provide management bond (TMB) election set voters to decide whether to approve a safer intersections along SH 114 and Southlake Boulevard (FM 1709),(2) fund construction enhancements for SH 114 and (3) build hike/bike trails along major north -south and east -west roadways. The electorate will consider the following three propositions: Would provide $17.3 million for improvement to major intersections along Southlake Boulevard (FM1709) and SH 114. These improvements will provide for safer intersections by providing appropriate turning radii at the corners. additional turning lanes. and deceleration lanes where needed. On SH 114. the Texas Department of Transportation (TxDOT) will construct the street cross -sections recommended by the City` thoroughfare plan within the state's right-of-way. Proposition One would include funds to continue the same cross section for various lengths on either side of SH 114, as well as at the signalized intersections on Southlake Boulevard and at the intersection of Brumlow Avenue with SH 26. The signalized street intersections along FM 1709 are as follows: Pearson Lane, Randol I✓il! Avenue. Peytonvilie Avenue. Southridge Lakes Parkway. �f�Ihite Chape' Boulevard. Byron Nelson Parkway / Diamond Boulevard. Shady Oaks Drive. Carroll Avenue. Central .Avenue, Village Center Drive. Kimball Avenue and Commerce Street. This proposition also includes construction of deceleration lanes at several non-sionalized intersections on F10 '. 7f10,, These streets are: Bank Street. ' \Qestwood` Drive. Mliron Drive. roxborouah Lane. LaKe Crest Drive. Timber Lake Place. Stogie LaKes Place. Mieadowlari Lane. Ginger Court. Brock Drive. East ano VJ est Jellico Circle. and future Nolan Drive. Would provide $2.15 million to work with TxDOT as they construct SH 114 improvements. The funds would be used to enhance their standards to a level more indicative of Southlake. The State has committed $51.2 million for CH 11a improvements, which will include six main lanes, access roads and over/under passes for the four major streets of North Kimbal! Avenue, North Carroll Avenue. North White Chapel Bouie card, p-.A `rAr�G of 11 r D--� T upgrade the design standard, Southlake will have to contribute the increased funding. These enhancements could possibly include staining or patterning of the concrete and the installation of upgraded guardrails. signage and enhanced pavement patterns at the city street intersections. Would provide $4.73 million for hike/bike trails to be constructed along Fr!; 17n,c from Pearson Lane (border with Kellen to SH 114 ;border with Grapevine) and from SH 26 tc Bob Jones Park. A trail is also proposed to connect Bicentennial Park to Southridge Lakes Parkway. These trails would be eight 8j feet in width to accommodate both pedestrians and bicyclists. CITY OF SOUTHLAKE TMB ELECTION Will take place in the Office of the City Secretary at 1725 E. Southlake Blvd. during the following times: • April 14-27 8:00 a.m. to 5:00 p.m. April 24.(Sat.) 8:00 a.m. to 5:00 p.m. , Will take place at Johnson Elementary School on: Saturday, May 1 7:00 a.m. to 7:00 p.m. Two Town Hall meetings hosted by SPIN: Monday, March 29, 7:00p.m. Johnson Elem. School • Tuesday, April 13, 7:00p.m. Senior Activity Center Available from the following: Public Works Department: 481-5581 ext. 741 City's web site: www.ci.southlake.tx.us This fiver prepared & distributed for informational purposes X VOTE YOUR CHOICE MAY 15 1999 '�J PROJECT ADVOCACY FORM SHORT TITLE: Utility Placement Ordinance TYPE OF PROJECT: Scope: New XX , Minor Revision , Major Revision Type: Ordinance XX , Master Plan Component , Project Other: REQUESTED BY: CC , P&Z , ZBA , PB , STAFF , OTHER: STAFF CONTACT: Bob Whitehead. Director of Public Work 481-5581 ext. 740 DATE OF REQUEST: - DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) 1. Location of improvements to public utilities within the City. 2. Lack of communication with Franchise holders (other utility companies). 3. Large number of utilities in City ROW. List any potential considerations. (Do not define solution) Telecommunications Act may have impacted this area of control. 2. Utility companies have individual franchise agreements. 3. General Comments: Many meetings have been held with the utility companies jointly and individually. Utility companies do not want more regulations. City staff has received more cooperation since discussions started on a new ordinance. List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. 1 L.\COMDEV�WP-FaES\PrtOJECTS ORrrY%M)-REQY UTELPLcz.wrn Form Date:March 19, 1999 Page 1 of 1 DN-�23 PROJECT ADVOCACY FORM (40W, SHORT TITLE: Ci1X Initiated Rezonin gs TYPE OF PROJECT: Scope: New , Minor Revision , Major Revision Type: Ordinance XX , Master Plan Component , Project Other: REQUESTED BY: Ronnie Kendall. City Councilmember STAFF CONTACT: Karen Gandy, Zoning Administrator. 481-5581, ext. 743 DATE OF REQUEST: DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) 1. Potential for development to occur on tracts currently zoned more intensively than might be desired. 2. Less control on already zoned tracts. 3. List any potential considerations. (Do not define solution) l . A list of zonings which do not conform to the 1998 LUP recommendations was included in the data accumulated for the 1998 LUP update. 2. Look at all properties zoned "C-3" to see if "C-2" or "C-1" would be more appropriate to the intensive uses of the surrounding areas. 3. General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. L:1 3-N L:\COMDEV\WP-F[LES\PROJECTSIPRIORITY\PROJ-REQ.FRM\RFZONO2.WPD Form Date: March 19, 19" Page 1 of i Dq!01-Azy PROJECT ADVOCACY FORM. SHORT TITLE: Lighting Standards TYPE OF PROJECT: Scope: New X , Minor Revision , Major Revision Type: Ordinance X , Master Plan Component , Project Other: REQUESTED BY: Pam Muller. ex-Councilmember STAFF CONTACT: Gary Gregg, Deputy Director of Police Services DATE OF REQUEST: 10/23/96 DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) 1. Add section on "Lighting Standards " to the zoning ordinance 2. Address the adjacency issues between residential and nonresidential developments. List any potential considerations. (Do not define solution) 1. Establish measurable (enforceable) standards to assist building inspections and code enforcement. General Comments: Take into consideration zoning categories, light direction, parking lots, buildings, athletic stadiums/fields, parks. List any references to be reviewed (other cities, etc.) or any documents attached to this request. L:\COMDEVkWP-FILEWRO)ECrWIUORn WROI-REQ.M&LIOHT4.WPD March 19, 1999 Page 1 of I Dq, �k2� 14 PROJECT ADVOCACY FORM SHORT TITLE: Street Light Standards s Ordinance TYPE OF PROJECT: Scope: New X , Minor Revision , Major Revision Type: Ordinance X , Master Plan Component , Project Other: REQUESTED BY: Pamela Muller STAFF CONTACT: Charlie Thomas, Deputy Director of Public Works DATE OF REQUEST: 1-30-98 DATE RECEIVED: 1-30-98 BY: GL Outline problem, concern or opportunity. (Do not define solution) 1. Control glare. 2. Enhance country atmosphere of community, while providing safe lighting. 3. Driving safety, provide visibility without blinding lights. List any potential considerations. (Do not define solution) 1. Limit candlepower. 2. Shield light direction. 3. Floodlights, searchlights. General Comments: Take into consideration zoning categories, light direction, parking lots, buildings, athletic stadiums/fields, parks. List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. Town of Kennebunkport b. City of Plano C. Maine study L:\COMDEV\WP-FRYS1PROIECIS\PRIORIY\PROJ-REQ.FRM=-Ln*M.WPD Form Daw:March 19, 1999 Page 1 of 1 Dq- AUv 31 PROJECT ADVOCACY FORM SHORT TITLE: Street Standards Ordinance (Revision to Ordinance 21 TYPE OF PROJECT: Scope: New XX , Minor Revision , Major Revision Type: Ordinance XX , Master Plan Component , Project Other: REQUESTED BY: CC , P&Z , ZBA , PB , STAFF , OTHER: STAFF CONTACT: Bob Whitehead, Director of Public Works. 481-5581, ext. 740 DATE OF REQUEST: .- DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) 1. Old ordinance which is outdated. 2. Street construction materials have changed. 3. Opportunity to develop a "Standards Manual' for all infrastructure. List any potential considerations. (Do not define solution) 1. Construction standards -- i.e., materials, testing methods are changing. Ordinance has not changed. 2. Need flexibility in ordinance to develop new standards without the need to change the ordinance. 3 General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. NCTCOG b. TxDOT L:ICOMDEV\WP-FILES\PRO)E(TS\PRIORrrY\PRO)-REQ.FRM\STREETS2.WPD Form Date:March 19, 1999 Page 1 of 1 D y--A2,-7 0 PROJECT ADVOCACY FORM SHORT TITLE: Zoning Ordinance Revisions: Resurrect Ordinance 480-V (misc. revisions) TYPE OF PROJECT: Scope: New , Minor Revision , Major Revision X Type: Ordinance , Master Plan Component , Project Other: REQUESTED BY: Karen Gandy. Zoning Administrator CC , P&Z , ZBA , PB , STAFF X , OTHER: DATE OF REQUEST: 10/23/96 DATE RECEIVED: Outline problem, concern or opportunity. (Do not define solution) 1. Clarify the variance language in the S-P-1/S-P-2 districts. BY: 2. Revise the definition of accessory buildings/uses and address the regulation of these structures/uses. 3. Change the method of calculating parking spaces for multiple buildings constructed on the same lot. 4. Revise the roadway cross-section references in the bufferyard section to correspond with the anticipated changes in the Master Thoroughfare Plan. List any potential considerations. (Do not define solution) 1. This ordinance has been worked on a great deal and has been before P&Z once. There were many changes recommended to wording in the original ordinance. Before these changes could be modified and brought forward, the Telecommunications issues required a reallocation of staff time. General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. N/A L:\COMDEV\WP-FILES\PROJECTS\PRIORnWROJ-REQ.FRM\480V_02.WPD March 19, 1999 Page 1 of 1 p y-AZ$ PROJECT ADVOCACY FORM_ SHORT TITLE: SUP for Commercial Uses in U Industrial Districts (amendment to Zoning Ord.) TYPE OF PROJECT: Scope: New , Minor Revision , Major Revision Type: Ordinance , Master Plan Component , Project Other: REQUESTED BY: Developers & Land Owners in Commerce Business Park STAFF CONTACT: Greg Last or Karen Gandy, Zoning Administrator. 481-5581. ext. 743 DATE OF REQUEST: 3/98 DATE RECEIVED: BY: GL Outline problem, concern or opportunity. (Do not define solution) l . There are multiple uses within the light industrial park that could benefit from the ability to have a small retail component. 2. It might allow businesses to grow within Southlake and remain in Southlake. 3. (*Moe List any potential considerations. (Do not define solution) 1 PA 3. General Comments: There appear to be two options, create a mixed use business district or amend the existing SUP (#31) and increase the allowed percentage of retail in the designated districts. List any references to be reviewed (other cities, etc.) or any documents attached to this request. I.:NCOMDEV\WP-FQ.ESIPROJECiS\PRIORrrY\PROJ-REQ.FRNMUP-RMI.WPD Form Date:March 19, 1999 Page i of 1 Ay-A2-1 PROJECT ADVOCACY FORM SHORT TITLE: Amortization of Certain Uses TYPE OF PROJECT: Scope: New , Minor Revision , Major Revision Type: Ordinance , Master Plan Component , Project Other: Process for the Board of Adjustment REQUESTED BY: City Council STAFF CONTACT: Karen Gandy, Zoning Administrator. 481-5581. ext. 743 DATE OF REQUEST: 10/25/96 DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) 1. The property at the northwest corner of Highland and SH 114 2. The pool chemical facility in East Haven Addition along Continental List any potential considerations. (Do not define solution) 1. Will require budgeting professional services for a forensic accountant to evaluate the business records of the affected companies. 2. Will require a great deal of the city attorney's time monitoring the Board of Adjustment proceedings. General Comments: We have discussed the amortization of these uses in the past. List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. R1 C. 31 L:\COMDEV\WP-FII.ES\PROJECTS\PRIORITY\PROJ-REQ.FRM\AMORTIZ2.WPD March 19, 1999 Page 1 of 1 Dy+A30 PROJECT ADVOCACY FORM SHORT TITLE: Sidewalk Trail Implementation Plan TYPE OF PROJECT: Scope: New X , Minor Revision , Major Revision Type: Ordinance , Master Plan Component , Project Other: REQUESTED BY: Kim Lenoir for SPDC & Park Board Members STAFF CONTACT: Kevin Hugman. Director of Community Services 481-5581 ext. 757 DATE OF REQUEST: 1-26-98 DATE RECEIVED: 1-26-98 BY: GL Outline problem, concern or opportunity. (Do not define solution) 1. To prepare a plan for implementing trail and sidewalk construction per the master plan. Much like the sewer program. 0 3. List any potential considerations. (Do not define solution) 1. Trail and sidewalk construction should be tied into CIP for street construction. 2. Develop implementation plan in consent with planned Trail System Master Plan updated scheduled for 1999. 3. General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. R L:\COMDEVWWP-FRYSIPROJECTSIPRIOR rY\PROJ-REQ.M"IDF-UM.WPD a Form Date: March 19, 19" Page 1 of 1 PROJECT ADVOCACY FORM SHORT TITLE: Commercial Dumpster Ordinance TYPE OF PROJECT: Scope: New XX , Minor Revision , Major Revision Type: Ordinance XX , Master Plan Component , Project Other: REQUESTED BY: CC , P&Z , ZBA , PB , STAFF XX, OTHER: STAFF CONTACT: Shana Yelverton DATE OF REQUEST: - DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) l . Many of the commercial customers are not using dumpsters, rather, they set out their garbage as if they were a residential customer. this leads to a large number of plastic bags, etc., placed on the roadway in areas such as FM1709. 2. In the residential neighborhoods, builders pile up the scrap material and other waste, to be removed later. Not only is this unsightly, with the wind this is a problem with paper and other such debris being blown about the area. 3. List any potential considerations. (Do not define solution) 1 2. General Comments: Requiring all commercial customers to use a dumpster, and requiring homebuilders to use a dumpster (which could perhaps be shared in subdivision where houses are being constructed next door to each other, would go a long way in cleaning up our City. List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. L:1COMDEV\WP-FUESUTA)JECTS\PR[ORITY\PROJ-REQ.FRWOMDUMn.WPD Form Date: March 19, 19" Page 1 of 1 X PROJECT ADVOCACY FORM SHORT TITLE: Utilily Policies and to S ■lards Ordinance (Revisions to Ord. 217) TYPE OF PROJECT: Scope: New , Minor Revision , Major Revision XX Type: Ordinance XX , Master Plan Component , Project Other: REQUESTED BY: CC , P&Z , ZBA , PB , STAFF , OTHER: STAFF CONTACT: Bob Whitehead. Director of Public Works, 481-5581 ext. 740 DATE OF REQUEST: .- DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) 1. Old ordinance which is outdated. 2. Water and sewer construction materials have changed. 3. Opportunity to develop a "Standards Manual" for all infrastructure. List any potential considerations. (Do not define solution) 1. Construction standards -- i.e., materials, testing, construction methods are changing. Ordinance has not changed. 2. Need flexibility in ordinance to develop new standards without the need to change the ordinance. 3. General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. NCTCOG Standards b. TxDOT Standards L:\COMDEV\WP-FUXSIPROJECfS\PRIOR177\PROJ-REQ.FRM LrrR"L2.WPD Form Date:M=h 19, 19" Page I of 1 pu-A33 �1 SHORT TITLE: Zoning Ordinance Revisions: Correcting inconsistencies between "Frontage," "Front Yard," "Lot Frontage" TYPE OF PROJECT: Scope: New , Minor Revision _, Major Revision X__ Type: Ordinance , Master Plan Component , Project _ Other: REQUESTED BY: Karen Gandy. Zoning Administrator STAFF CONTACT: Karen Gandy. Zoning Administrator. 481-5581 ext. 743 DATE OF REQUEST: 10/23/96 - DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) 1. Corner lots require front yard setback on each street frontage. 2. Ordinance requires "front" of the lot to be the lot line along the street which has the least dimension. 3. Builders want the flexibility to choose which street to front. 4. These inconsistencies have caused addressing and permitting problems. 5. There are a growing number of "flag or panhandle lots" being submitted as infill properties are being developed. 6. 'Better define where lot width is measured. (Staffs interpretation: measured at the minimum front yard setback). 7. Establish a minimum lot width for non-residential lots. List any potential considerations. (Do not define solution) 1. Consider adding a development regulation for "Side Yards Adjacent to Street" like PUD's have in their regulations. 2. Establish minimum criteria for approval of flag lots (e.g., maximum number of lots, maximum acreage, etc.). 3. Consider reducing the minimum lot width of cul-de-sac lots to 85' instead of the required 100' for residential lots so that only the minimum required front setback is shown on the plat. 4. Revise yard definitions to better evaluate the appropriate setbacks, especially on irregularly -shaped lots. 5. Determine whether adequate lot frontage is achieved by the lot abutting a public street or by accessing a public street by means of a common access easement. If the lot does not have to abut a public street, how are the required setbacks established... where are the front, side, and rear yards of the lot? ---------------------------------------------- ---------------------------------------------- General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. N/A L:\COMDEV\WP-Fa.ES\PROJECrs\PRIORITY\PROJ-REQ.FRM\FRONT-04.WPD File Date: March 19, 1999 Page 1 of 1 Dq- k3Y PROJECT ADVOCACY FORM (61W, SHORT TITLE: Special Events Permit and Procedures TYPE OF PROJECT: Scope: New X , Minor Revision , Major Revision Type: Ordinance X , Master Plan Component , Project Other: REQUESTED BY: Karen Gandy. Zoning Administrator x STAFF CONTACT: Karen Gandy. Zoning Administrator, 481-5581 ext. 743 DATE OF REQUEST: 5/97 DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) 1. Currently we have no process whereby special events (school carnivals, retail promotions, art festivals, etc.) can be approved. 2. Town Square development references the issuance of Specific Use Permits for special outdoor events. The discussion at the time was that the ordinance would be amended to create a SUP for such events. List any potential considerations. (Do not define solution) 1. Need to address length of permit, frequency of permits, hours of operation, alcoholic beverage sales, parking, lighting, signage, traffic management issues 2. General Comments: I would suggest that for certain of these events that the Council consider amending the accessory use section and establish certain criteria for Staff approval of these permits, like the tent permit for retail sales. List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. Research in progress. L:VCOMDEV\WP-FII.ESIPROJECTSIPRIORITYWAOJ4REQ.FRMISPECIAL3.WPDForm Date: March 19, 1999 Page 1 of 1 1 -I(� r A �J PROJECT ADVOCACY FORM SHORT TITLE: Open Records Ordinance TYPE OF PROJECT: Scope: New XX , Minor Revision , Major Revision Type: Ordinance XX , Master Plan Component , Project Other: REQUESTED BY: CC , P&Z , ZBA , PB , STAFF , OTHER: STAFF CONTACT: Curtis E. Hawk. City Manager, 481-5581 ext. 702 DATE OF REQUEST: DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) 1. Southlake's ordinance was established in 1987. It does not follow state statutes nor necessarily represent current needs; e.g., cost for copies, etc. 2. Update records ordinance to address procedure for processing open records requests. 3. List any potential considerations. (Do not define solution) 1. Needs to follow state statutes. 2. 3. General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. ti b. L:NCOIDEV\WP-FUX"ROMCMRIORITY\PltOJ-REQ.FRMWPeMECI.WPD Form Date:Mmh 19, 19" Page 1 of 1 Dq, A3(p PROJECT ADVOCACY FORM (40" SHORT TITLE: Trail System Master clan Update TYPE OF PROJECT: Scope: New X , Minor Revision , Major Revision Type: Ordinance , Master Plan Component , Project Other: REQUESTED BY: Kim Lenoir for SPDC STAFF CONTACT: Kevin Hussman. Director of Community Services 481-5581 ext. 757 DATE OF REQUEST: 1-26-98 DATE RECEIVED: 1-26-98 BY: GL Outline problem, concern or opportunity. (Do not define solution) 1. Per City Charter, the Trail System Master Plan needs to be reviewed and updated in four years. It was adopted in August 1995; therefore, by August 1999 the revisions should be completed. So by Fall 1998 this project should begin. 2. 3. List any potential considerations. (Do not define solution) 1. With recent development, P&Z needs further refinement and guidance as to which side of the road trails will be located. (Done - Trail System Master Plan with quidelines approved July 7, 1998.) 2 3. General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. L� IN.J t:XCOMDEVkWP-FUXMPROJECrSMoxrrYwrto3-REQ.PWMTSW.UP3.wPD Forth Date: March 19, 19" Page 1 of 1 DN-AY7 PROJECT ADVOCACY FO(430,1 M SHORT TITLE: Septic Ordinance TYPE OF PROJECT: Scope: New XX , Minor Revision , Major Revision Type: Ordinance XX , Master Plan Component , Project Other: REQUESTED BY: CC , P&Z , ZBA , PB , STAFF , OTHER: STAFF CONTACT: Bob Whitehead. Director of Public Works, 481-5581 ext. 740 DATE OF REQUEST: DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) 1. Septic systems in an urban residential setting tnd to saturate the soils therebyy causing runoff. 2 3. List any potential considerations. (Do not define solution) 1. Tarrant County Public Health Dept. serves as the city's provider of this service. 2. One acre lots can have "on -site" disposal system. 3. General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. L� MR LACOMDXRM%SEMC2.%?D Form DaW:Mmh 19,1999 Page 1 of I Dy-A 39 PROJECT ADVOCACY FORM SHORT TITLE: Park Dedicatio n Ordinance -Fee Justification Study TYPE OF PROJECT: Scope: New X , Minor Revision , Major Revision Type: Ordinance , Master Plan Component , Project Other: REQUESTED BY: Kevin Hueman. Director of Community Services 481-5581 ext. 757 STAFF CONTACT: Kevin Huaman. Director of Community Services, 481-5581 ext. 757 DATE OF REQUEST: 1-26-98 DATE RECEIVED: 1-26-98 BY: GL Outline problem, concern or opportunity. (Do not define solution) 1. The residential fee for park dedication was doubled this year. City Council directed that a study be done to justify the actual fee that should be charged. Discussion at the time was to include it in the upcoming Impact Fee Studies. 2. 3. — — — _ — --- List any potential considerations. (Do not define solution) 1. Ordinance states a study will be done during budget process to determine value of raw acreage (section 7.03A). It does not specify the type of study to be done. 2. Appraisal of raw acreage done in December 1998. Park Board recommended raw land value be raised from $40,000/acre to $60,000/acre. 3. General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. 0 ON L:\COMDEV\WP-FnXSIPROJECI'S%PRIORrrYWROJ-REQ.FRMWARKff.M.WPD Forth Date: March 19, 1999 Page 1 of I DL(-Agb �X ratio] I' SHORT TITLE: Revisions to Landscape Ordinance TYPE OF PROJECT: Scope: New , Minor Revision XX , Major Revision Type: Ordinance XX , Master Plan Component , Project Other: REQUESTED BY: Scott Martin & Debra Edmondson Councilmembers STAFF CONTACT: Keith Martin. Landscape Administrator, 481-5581 ext. 848 DATE OF REQUEST: 6-24-98 DATE RECEIVED: 6-25-98 BY: GL Outline problem, concern or opportunity. (Do not define solution) 1. Coordinate Section 3.4 (parking lot landscaping) with concurrent revisions to the commercial parking requirements. 2. Coordinate this ordinance with the revised "Tree Preservation Ordinance" with regards to credits, protection, irrigation, etc. 3. Insure proper maintenance & replacement of commercial landscaping & assessment of plant material replacement standards. List any potential considerations. (Do not define solution) l . Update listed recommended plant materials. General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. Revised Tree Preservation Ordinance. b. Recommended plant materials from the Texas Agricultural Extension Service. L:\COMDEVIWP-FRXS% JECTSWRIORrriVROJ-REQ.FRMULANDSCo1.WPD Form Date: March 19, 1999 Page 1 of 1 D q-A-q PROJECT ADVOCACY FORM SHORT TITLE: MICHAEL DRIVE INITI ATIVE TYPE OF PROJECT: Scope: New , Minor Revision , Major Revision Type: Ordinance , Master Plan Component , Project Other: Program REQUESTED BY: Barbara Claffey. Direction given by Ci1y Council on 12-1-98 CC X , P&Z , ZBA , PB , STAFF , OTHER: STAFF CONTACT: Karen Gandy. Zoning Administrator DATE OF REQUEST: December 1. 1998 DATE RECEIVED: Outline problem, concern or opportunity. (Do not define solution) Historically has been an area of significant code enforcement issues. BY: KPG 2. Landowners unwilling / unable to expend funds for upgrades due to inability to acquire zoning matching the existing uses. 3. Significant issues with dust and noise on site. List any potential considerations. (Do not define solution) 1. Look at resolving existing landowner problems as well as adjacent homeowner problems. 2. General Comments: Will require significant effort on staffs part as a facilitator / coordinator: • Assist in preparation of adequate zoning (uses, existing conditions, etc.) Help coordinate diverse interests List any references to be reviewed (other cities, etc.) or any documents attached to this request. L:1COMDEVIWP-FREMOJECrS\MORrrY%PROJ-REQ.FRM%mc&OI.WPD Form Date: March 19, 1999 Page 1 of 1 pq' qZ PROJECT ADVOCACY FORM SHORT TITLE: Sign Ordinance Revisions (704-Z) Onen House Suns TYPE OF PROJECT: Scope: New , Minor Revision X , Major Revision Type: Ordinance X , Master Plan Component , Project Other: REQUESTED BY: Debra Edmondson City Councilmember STAFF CONTACT: Stefanie Sarakaitis Comprehensive Planner, 481 5581 ext. 753 DATE OF REQUEST: March 19. 1999 DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) 1. Local Realtors have expressed frustration with an inability to properly advertise "Open Houses" due to the limited number of signs allowed to be placed by the Sign Ordinance. They cannot attract drive -through traffic. 2 List any potential considerations. (Do not define solution) 1. Southlake residents may feel limited in their ability to properly market and sell their homes. This may place an unintended hardship on our residents - similar to the "Garage Sale" sign issue. K 3. General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. L:\COMDEV\WP-FILESpRommsWRIORnYWR0J-REQ.FRM\SIGN3.WPD March 19, 1999 Page I of 1 Du-Aq3 PROJECT ADVOCACY FORM SHORT TITLE: HOTEL/MOTEL REGU LATIONS TYPE OF PROJECT: Scope: New , Minor Revision , Major Revision Type: Ordinance X , Master Plan Component , Project Other: REQUESTED BY: Greg Last. Community Development Director CC , P&Z , ZBA , PB , STAFF X , OTHER: STAFF CONTACT: Art Wright. Zoning Assistant DATE OF REQUEST: 12/98 DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) To establish regulations to insure quality hotel developments in Southlake 2. List any potential considerations. (Do not define solution) Proximity of restaurants, shopping, services, etc. 2. Permit hotels in certain districts by Specific Use Permit. Bed and Breakfast establishments General Comments: General desire is to insure quality commercial growth, particularly along the SH 114 corridor where more regional types of services might be provided. We want to be able to assure potential corporate relocations that only hotels of a certain standard would be constructed along the corridor in order to maintain a professional image for the corridor. List any references to be reviewed (other cities, etc.) or any documents attached to this request a. L L:\COMDEV\WP-FILES\PROJECTS\PRIORR7\PROJ-REQ.FRM\HOTEL2.WPD Form Date: March 19, 1999 Page I of 1 bN-A4y PROJECT ADVOCACY FORM SHORT TITLE: All America Cily Award in 2000 TYPE OF PROJECT: Scope: New X , Minor Revision , Major Revision Type: Ordinance , Master Plan Component , Project X Other: REQUESTED BY: _City Manager's Office CC , P&Z , ZBA , PB , STAFF XX, OTHER: STAFF CONTACT: Shana Yelverton. Assistant City Manager DATE OF REQUEST: 2-2-99 DATE RECEIVED: Outline problem, concern or opportunity. (Do not define solution) Opportunity to obtain All America City designation from National Civic League BY: 2. Award criteria favors community endeavors, as opposed to city, government -led endeavors. A community task force, whose mission it would be to identify projects for submission, prepare application, and present information to NCL if selected as a finalist, could increase our chances of receiving the award. List any potential considerations. (Do not define solution) 1. Task force would need to evaluate projects for possible inclusion in the application. 2. Task force would need to receive training on the award program, application preparation, etc. 3. Task force would need to be appointed soon, with application due in March/April 2000. General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. Previous informational packets from NCL b. Application materials from award -winning cities L:\COIDEV\WP-FM ESIPROJECTS\PRIORITY\PAOJ-REQ.FRM\ALL-AM02. WPD D q-AqS- Form Date: March 19, 1999 Page i of 1 PROJECT ADVOCACY FORM SHORT TITLE: Clean Streets/Beautiful Cfty Project TYPE OF PROJECT: Scope: New XX , Minor Revision , Major Revision Type: Ordinance , Master Plan Component , Project XX Other: REQUESTED BY: City Manager's Office CC ,P&Z ,ZBA ,PB ,STAFF XX ,OTHER: STAFF CONTACT: Kevin Hultman DATE OF REQUEST: 2-2-99 DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) 1. Trash accumulation on streets and in bar ditches significantly deters from the attractiveness of the city. 2. In connection with the establishment of entry portal sites, the City of Southlake should look for opportunities for beautification projects (i.e., Wal Mart strip), tree planting demonstration programs, etc. 3. List any potential considerations. (Do not define solution) 1. Coordination with KSB and other community groups 2. Identification of code enforcement issues. 3. General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. M1 A L:\COMDEV\WP-FIL.ESIPROJECrS\PRIORITY\PROJ-REQ.FRM%CLEANST2.WPD Form Date: March 19, 1999 Page 1 of 1 Dq—Aq(o N A A PROJECT ADVOCACY FORM SHORT TITLE: Southlake Historical Commission TYPE OF PROJECT: Scope: New XX , Minor Revision , Major Revision Type: Ordinance , Master Plan Component , Project XX Other: REQUESTED BY: City Manager's Office CC , P&Z , ZBA , PB , STAFF XX , OTHER: STAFF CONTACT: Shang Yelverton. Assistant City Manager DATE OF REQUEST: 2-2-99 DATE RECEIVED: Outline problem, concern or opportunity. (Do not define solution) EW A formal program to preserve Southlake history is needed as the "human resources" currently available to document historical events and places diminish within our community. 2. Effort would need to be coordinated with Southlake Historical Society. 3. List any potential considerations. (Do not define solution) 2. 3. General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. 0 L:\COMDEVIWP-FQ,ESIPAOIE(TS\PRIORPIY\PRO)-REQ.FRMISLMSTM.WPD Forth Date: March 19, 1999 Page 1 of 1 V q- A q-7 PROJECT ADVOCACY FORM SHORT TITLE: Youth Master Plan Development TYPE OF PROJECT: Scope: New X , Minor Revision , Major Revision Type: Ordinance , Master Plan Component , Project X Other: REQUESTED BY: City Manager's Office CC , P&Z , ZBA , PB , STAFF XX , OTHER: STAFF CONTACT: Kevin Hu2man DATE OF REQUEST: 2-3-98 DATE RECEIVED: Outline problem, concern or opportunity. (Do not define solution) BY: Youth programs offered in Southlake are good and SYAC is at a point where it could really take off, but we have not yet undertaken a focused and organized approach to determine the types of programs and services we need to offer children, youth and families. There is currently no formal road map guiding the community for youth initiatives. 2. Through SYAC, the Youth Park Board and Southlake Parks and Recreation Board, the Drug & Alcohol Committee, local school districts and other community groups, the City of Southlake has an extensive community network of citizens (both youth and adults) to actively provide input into the development of a youth master plan. These groups also provide a framework through which services and programs could be offered. List any potential considerations. (Do not define solution) A broad cross-section of the Southlake community should be involved in the development of the plan. 2. The plan could be very expansive or limited in scope, but would probably require the appointment of a citizen steering committee to guide the process. 3. Strong coordination would be needed to ensure existing resources are involved and active in the process. The development of a Youth Master Plan should be a comprehensive effort. General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. ICMA award -winning plans from Claremont, CA and Corpus Christi, TX L:\COMDEV\WP-FILES\PROJECrS\PRIORrrY\PROJ-REQ.FRMYOUTH02.WPD D q-Ay8 Form Date: Match 19, 1999 Page 1 of 2 PROJECT ADVOCACY FORM SHORT TITLE: Parade and Street Closure Ordinance TYPE OF PROJECT: Scope: New X , Minor Revision , Major Revision Type: Ordinance , Master Plan Component , Project Other: REQUESTED BY: CC , P&Z , ZBA , PB , STAFF X , OTHER: STAFF CONTACT: Gary Gregg, Deputy Director of Police Services DATE OF REQUEST: DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) 1. Expanding city coupled with civic pride will increase requests for parades and street closures. 2. Differing opinions and groups will be requesting permission to parade in downtown. 3. Need mechanism to regulate othern than SUP. List any potential considerations. (Do not define solution) Establish ordinance to regulate parades and street closings. 2. Low or no fee for neighborhoods. 3. Public Works review, DPS review, Code Enforcement review process. General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. a. Fort Worth b. Arlington C. Dallas and other ordinances L:\COMDEVkWP-FELESIPROJECfS\PRIORITY\PROJ-REQ.FRWARADEI.WPD Forth Date: March 19, 1999 Page 1 of 1 Dq-Aqq PROJECT ADVOCACY FORM SHORT TITLE: Revise Bicentennial Park Master Development Plan TYPE OF PROJECT: Scope: New , Minor Revision , Major Revision X Type: Ordinance , Master Plan Component , Project X Other: REQUESTED BY: CC , P&Z , ZBA , PB X , STAFF X , OTHER: STAFF CONTACT: Kevin Hug -man. Director of Community Services Director DATE OF REQUEST: March 1999 DATE RECEIVED: Outline problem, concern or opportunity. (Do not define solution) BY: Review master plan concept and revise to incorporate unanticipated land acquisitions and as -built park components. 2. Review maintenance facility layout, access roads, and future park facility needs. 3. List any potential considerations. (Do not define solution) 2 General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. L:NCOMDEVkWP-FMESWROJECTS\PRIORITY\PROI-REQ.FRM\BICEMI.WPD Form Date: March 19, 1999 Page 1 of 1 DY- A196 PROJECT ADVOCACY FORM SHORT TITLE: Revise Bob Jones Park Master Development Plan TYPE OF PROJECT: Scope: New , Minor Revision , Major Revision X Type: Ordinance , Master Plan Component , Project X Other: REQUESTED BY: CC , P&Z , ZBA , PB X , STAFF X , OTHER: STAFF CONTACT: Kevin Hugman, Director of Community Services Director DATE OF REQUEST: March 1999 DATE RECEIVED: BY: Outline problem, concern or opportunity. (Do not define solution) Recent land acquisition opportunities adjacent to Bob Jones Park have significantly altered the original park boundaries. 2. Develop a new park master development plan to include these areas. 3. (awe List any potential considerations. (Do not define solution) 3. General Comments: List any references to be reviewed (other cities, etc.) or any documents attached to this request. L:\COMDEV\WP-FILES\PROJECTSIPRIORnY,PROJ-REQ.FRM\BOBIONEI.WPD Form Date:March 19, 1999 Page I of 1 b . q -A 151 1..11J' Ul JUutulamr, 1 vxas MEMORANDUM March 17. 1999 TO: Curtis E. Hawk, Citv Manager FROM: Lauren Safranek, Director of Human Resources SUBJECT: Employee Recruitment Issues Action Requested: No action is requested on this item at this time. Background Information: Over the last 18 months, the City has experienced great difficulties in filling many of its positions. This problem is not the result of one issue, but several situations occurring at once. The most significant factor affecting recruiting is the tight job market. The current booming economy has produced more jobs in the metroxplex than there is skilled labor. For this reason, prospective employees can pick and choose jobs. A municipality is a secure place to work when the economy is in a slump, but during economic booms, it does not always have the same draw because salaries and wages may be higher in the private sector for similar jobs. Unusually, cities do not compare their salaries to the private sector because it is not considered part of its recruiting market, but in today ' s economy, the City of Southlake is competing directing with the private sector. Many positions, including laborer positions, cannot be filled because many- qualified candidates can choose to work in the construction field. A good measurement of our recruiting problems can be obtained through the length of time it is taking the City to fill positions. Of the 36 positions advertised during 1998, 25% of the positions were open for greater than 60 days before they were filled, and 11 % of the positions were open for greater than 90 days before they were filled. :approximately 16% of the positions are still open after longer than 150 days and 11 % of the positions took longer than 240 days to fill. I would note that these last two numbers represent mostly DPS positions that often take more than one advertising and interviewing cycle before they are filled. Furthermore, DPS positions are also our most costly to recruit for and fill due to the extensive testing, interview, background investigations. and fitness testing done for each position. The City has spent approximately $20,000 since October 1. 1998, advertising for positions, and for FY 1997-1998 the City spent approximately $70,000. Human Resources is constantly looking for alternative and less expensive means of advertising including employment newspapers and the Internet. However, the length of time for advertising is increasing since it is taking longer to fill vacancies. TI-1 Financial Considerations: Citizen Input/ Board Review: Legal Review: An evaluation. of salaries and benefits is needed. Fur*u ermore, salaries may have to be compared with the private sector in some more difficult to fill areas. Additionally, benefits need to be evaluated and non-traditional benefits considered (i.e. reference bonuses, telecommuting, relocation packages, and buying back sick leave). Also, the City of Southlake may have to consider paying at the top end of the market to draw individuals to work here since most employees can not live in Southlake or its surrounding communities, and there is not any public transportation to bring workers into the City. Not applicable May be needed depending on benefit options considered. Alternatives: In addition to the evaluation of salaries and benefits, the City may wish to consider some non-traditional forms of recruiting including using temp -to - perm agencies and centralized recruiting efforts with other cities. Supporting Documents: Not applicable Staff Recommendation: This item has been provided for informational purposes only. Approved for Submittal to City Council: City Ma r fi 'T t - a City of Southlake, Texas MEMORANDUM March 18, 1999 TO: Curtis E. Hawk, City Manager FROM: Chris Carpenter, Senior Comprehensive Planner SUBJECT: Entry Portal Concept Development Action Requested: Finalize membership for portal concept development work group. Background Information: The Corridor Study, adopted in 1995, suggests portals of varying emphasis placed at strategic locations depending on the anticipated exposure they might have. At the time of adoption of the study, it was recognized that the design for these portals would be determined at a later date and that the sketches included were intended to provide a vision as to the benefits obtained from a comprehensive entry portal plan. We have previously forwarded a "Portal Concepts" summary consistent with the generic approach recommended by the Corridor Study. At that time, the City Council gave staff direction to continue with the "major," "secondary" and "accent features" approach to portal development, but requested a re-examination of the preliminary concepts with regard to structural design and materials palettes. The recommended approach was to develop a concept design work group to formulate these considerations. Staff has obtained a list of persons interested in participating in this group and would like a verification of these participants from Council (see attached table "Portal Work Group"). Financial Considerations: There are currently no funds allocated for portal concept development or construction. Funding issues related to purchase of property for entry portals and portal development will be addressed upon conclusion of the concept development phase. Citizen Input/ Board Review: Prior input from Council is the directive for this request. Staff has offered an invitation to join this work group to all groups mentioned previously by Council. Legal Review: None required. L:\ComDev\WP-FMM\PROJECTS\CORRIDOR\Portals\CONCEPT4.doc TZ•1 City of Southlake, Texas Alternatives: Alternatives have been previously discussed; this action is the alternative suggested by Council. Supporting Documents: Attached table: Current member list for the "Portal Work Group" Staff Recommendation: Staff recommends finalizing the membership of the portal work group and conducting an introductory meeting in late March or early April. Approved for Submittal to City Council: ager's Office cc: Greg Last, Economic Development Director L:\ComDev\WP-FII,ES\PROJBCI S\CORRIDOR\Portals\CONCEPT4.doe City of Southlake, Texas Portal Work Group Name Organization Contact Information Ronnie Kendall City Council City Manager's Office Lisa Stokdyk Keep Southlake Beautiful 481-6903 Mike Lease Keep Southlake Beautiful 329-4241 Rosemary Hutchins Keep Southlake Beautiful ' 481-2466 Pam Muller Keep Southlake Beautiful 481-6644 David McMahan Chamber of Commerce 329-6996 Darryl Lake Chamber of Commerce 224-6013 Lindy Bellew Architect 488-7732 Bob Resnick (per Fawks) Greg Last City of Southlake 481-5581, Ext. 744 Chris Carpenter City of Southlake 481-5581, Ext. 866 L:\ComDev\WP-FU.ES\PROJECTS\CORRIDOR\Portals\CONCEPT4.doc rM City of Southlake, Texas MEMORANDUM March 17, 1999 TO: Curtis E. Hawk, City Manager FROM: Shana K. Yelverton, Assistant City Manager SUBJECT: Citizen Survey Action Requested: This item has been provided for informational purposes only. In the future. Council direction will be needed on whether to again pursue a citizen satisfaction survey. Background Information: The first formal citizen survey was conducted during the months of February and March 1995. The survey was designed and administered by Public Management Associates (PMA). Its purpose was to provide the city council and staff with a database that was representative of the attitudes of the citizens of Southlake. The information identified the extent of municipal facility use, citizen perceptions regarding various aspects of city performance and the degree of citizen satisfaction, or dissatisfaction, with city services and life in Southlake. The analysis of the responses and differences among the respondents' replies were intended to help identify those areas where expectations were not being met or where dissatisfaction had been expressed either by the citizenry in general or by identifiable segments of the population. A second survey was initiated in November 1996 (completed in February 1997) and, where appropriate, the results of the 1997 survey were compared to those obtained in 1995. Both surveys were designed as random sample studies. To obtain a representative sample of all adult residents with a +/- 4 percent margin of error at the 95 % confidence level, 600 completed interviews were needed. In 1995, 606 usable interviews were obtained and in 1997 the study included 698 usable interviews. The survey questionnaire was developed in consultation with staff, elected officials and SPIN for the 1995 study. This questionnaire has since been used as a base so that comparisons across time can be made, although a few of the questions varied between surveys, either because they were no longer timely, or because specific information was needed in 1997 that was not addressed in 1995. All interviewing was conducted from a centralized telephone bank at the University of North Texas, utilizing a concept called RDD, Random Digit Dialing. This ensures that the interviewing process is not corrupted by any bias, e.g., that all respondents are randomly chosen by the computer. Trained interviewers were used throughout the day and evening, both on weekdays and weekends in an effort to make calls during times when respondents, regardless of their situation, could be reached. All telephone .w Curtis E. Hawk Citizen Survey Page ? of 3 (4aw Financial Considerations: Citizen Input/ Board Review: Legal Review: Alternatives: Supporting Documents: Staff Recommendation: numbers in the sample were tried a maximum of five times, using a rotating schedule of call-backs to ensure that a number had been tried on weekends, during weekday evenings, and during the day. Upon completion of the interviews, raw data was analyzed and the consultants prepared a report. Each time, highlights of the findings were formally presented to the City Council and a report was copied for councilmembers and staff. The results of both surveys have provided a reference point for City Council and staff in a variety of ways. For example, the Park Board often referred to the survey (as well as a survey specifically conducted for park purposes) when master planning new parks. The survey indicated strong support for a senior center, leading to the renovation of the Eubanks' house. Other results have been used as well: attitudes about garbage and recycling were examined when renegotiating the contract with Laidlaw; desire for undeveloped open space has led the city to invest in tracts of land with no or little intent to develop them (Glosser tract); responses related to how residents get city information have guided Public Information Office communication efforts; and code enforcement effectiveness ratings focused our attention (once again) on the sign ordinance and its enforcement. These are but a few examples of how valuable the survey data is as a reference for decision -making. The cost of conducting a citizen satisfaction survey for 1999 will range anywhere from $15,000 - $20,000. The base questionnaire is in place questions related to current issues. None Council may wish to develop a few Council may choose not to continue the practice of surveying the community every few years. None - Council has previously been provided with a copy of the 1997 report. This item has been prepared for informational purposes only. T 5-a Curtis E. Hawk Citizen Survey Page of') Approved for Submittal to City Council: 1 r, ii City Manager's Offie T3--3 city of Southlake, Texas (M OR March 18, 1999 TO: Curtis E. Hawk, City Manager FROM: Greg Last, Economic Development Director Kate Barlow, Economic Development Coordinator SUBJECT: Biennial Business Survey Action Requested: This item has been provided for informational purposes only. In the future, Council direction will be sought on whether to again pursue a business survey of all known Southlake businesses. Background Information: The first formal business survey was conducted in January and February, 1995. The survey was designed and administered by Public Management Associates (PMA) for the City of Southlake at a cost of $2,500. Its purpose was to provide City Council and staff with information, opinions and concerns from a broad spectrum of businesses in our community. In particular, the survey focused on the degree of satisfaction among business owners and/or managers in terms of specific components of the business and development climate in Southlake and city development programs and services. The analysis of the responses and differences among responses were intended to help identify those issues and/or services where expectations were not being met, to obtain reasons why businesses locate and/or remain in our community, and to gauge future plans and assess needs of local businesses. Additionally, the Office of Economic Development (OED) had just been created in February 1994, and staff was very interested in obtaining input about desired services provided by OED. A second survey, also conducted by PMA in early 1997 at a cost of $3,200, provided results that were compared to the 1995 survey where logical. Both surveys were designed as a three -step mail survey to be distributed to all known local businesses, including home based business and non- profits. A three-phase approach, later described in greater detail, is standard for mail surveys and should produce an acceptable and statistically valid response rate. In 1995, the city received a 47.2 percent response rate, and in 1997, a 37.0 percent response rate. The survey questionnaire was developed by the consultants with significant T4_1 input from staff and review from the Economic Development Advisory Committee. As a summary, all businesses were sent a survey questionnaire and cover letter. This mailing included a stamped return envelope addressed to the consultant in order to assure respondents of confidentiality and to increase the response rate. Next, approximately two weeks later, all businesses were sent a postcard reminding them of the survey and asking for their cooperation. Third, those agencies not responding to the initial request for information and postcard follow-up were sent a second questionnaire approximately six weeks later. In 1995, city staff administered the mailing; in 1997, the Chamber administered and paid for all mailings. The source of the list of businesses is OED's business database. Upon receiving the completed survey questiomlaires in the mail, the consultants manually coded and edited all survey instruments. Statistical software was used for data analysis and for generating tables for inclusion in the final report. In both years, a full copy of the final report has been provided to Council. The results of both surveys have been utilized in many ways as follows: • All prospective businesses contacting economic development staff are sent a copy of the most recent biennial survey report. • Staff highlights findings from the report in various OED publications and in correspondence. As an example, in 1997, 93.5 percent of all respondents reported they were pleased with their Southlake location. • The quarterly Southlake Economic Report newsletter is a direct result of this survey as 67.3 % of 1995 respondents indicated their desire for a business newsletter. Financial Considerations: The cost of conducting a business survey for 1999 will be approximately $3,500. This amount was included and approved in the FY99 budget. Citizen Input/ Board Review: The base questionnaire is in place. Council may wish to develop a few questions related to current issues. Legal Review: None Alternatives: Council may choose to discontinue the biennial business survey. Tq'2 (410.1 Supporting Documents Staff Recommendation Approved for Su City A copy of the 1997 report is attached. This item has been prepared for informational purposes only. City of Southlake, Texas M L to City Council: TY!-3. t City of Southlake Business Needs Survey 1997: Final Report Public Management Associates April 1997 IN Southlake Business Needs Survey -1997 The 1997 business needs survey was designed to obtain information, opinions, and concerns from a broad spectrum of businesses in the City of Southlake. As a follow- up to the 1995 business survey, the 1997 survey begins to provide key decisionmakers with important trend information about Southlake's business climate. A mail survey of the city's 608 businesses was conducted between December 1996 and February 1997. A total of 225 usable survey instruments were returned from the 608 businesses on the mailing list for a total response rate of 37.0 percent. Business respondents were asked to indicate how important a number of factors were in relation to the city as a location for business. In terms of government -related factors, businesses rated the city's receptivity to business (43.0 percent) and the tax structures of the city (32.1 percent) and county (34.8 percent) as the most important factors. In terms of non -governmental factors, businesses rated the growing North East Tarrant County market (49.1 percent), the community's receptivity to business (47.9 percent), and the buying power of residents (43.8 percent) as the most important factors. These results regarding Southlake as a location for business were similar to the 1995 survey results. Businesses were also asked to rate the quality of city services. While all of the services received high positive ratings, police and fire services had the highest ratings and street maintenance had the lowest ratings (although this rating had improved from 1995 to 1997). Respondents were asked a number of questions about their operations 'in Southlake. Overall, 93.5 percent reported that they were pleased with their existing Public Management Associates M-5 i A 14 Southlake Business Needs Survey -1997 1 The purpose of this business needs survey was to obtain information, opinions, and concerns from a broad spectrum of businesses in the City of Southlake. This information can be used by city staff to assess the degree of satisfaction among business owners with specific components of the business and development climate in Southlake and city development programs and services. A mail survey of the city's 608 businesses was conducted between December 1996 and February 1997 to obtain information on areas to help city staff increase their understanding of the business owners. The survey was administered using a questionnaire developed by the consultants and city economic development staff. The primary objectives of this were to: • Assess business owners' opinions, ideas, and concerns about city policies, programs, and services that affect businesses and the business climate in the community; • Obtain reasons why new businesses located in and existing businesses remained in Southlake; • Ask questions pertaining to future location and expansion plans of area businesses; • Develop a classification of business types located in Southlake. This report is an analysis of the data collected from the 1997 Business Needs Survey. When possible, the results of the 1995 business survey conducted by the consultant for the city are included. While the total number of businesses surveyed in 1997 was larger than 1995, there was little change reported in the respondent characteristics across the two survey periods. The increase in the number of businesses Public Management Associates Tti• iD a Southlake Business Needs Survey -1997 3 The development of the business needs survey questionnaire was the responsibility of the consultant with significant input from Southlake city staff. The survey instrument adhered to standard techniques of instrument design and question construction and was based on the instrument used for the 1995 Southlake business survey. A final, camera-ready copy of the survey was produced by the consultant and delivered to city staff. As well, the consultant designed and delivered to city staff a postcard reminder for the purpose of increasing the survey response rate. City staff and the Southlake Chamber of Commerce were responsible for copying and mailing all surveys and reminder cards. Although the 1995 surveys were sent via first class mail, the 1997 surveys were sent to respondents via bulk mail. All surveys were sent with a stamped return envelope to be forwarded directly to the consultant. This process helps to assure respondents of confidentiality and increase response rate. The consultant provided assistance to city staff during the survey administration phase. The data were collected by means of a three -step mail survey to local businesses. First, all businesses were sent the survey questionnaire along with a cover letter printed on Chamber of Commerce letterhead. Second, all businesses were sent a postcard (mailed first class) reminding them of the survey and asking for their cooperation one week after the initial questionnaire was mailed. Third, those agencies not responding to the initial request for information and postcard follow-up were sent a second Public Management Associales T4.7 34 lei Southlake Business Needs Survey • 1997 5 Own 61.6% Lease 38.4% Public Management Associates Ty-8 Own or Lease Building A larger percentage of business operators own their building than lease. Location of Customers The largest percentages of customers come from the Metroplex. Southlake businesses also have strong Southlake and NE Tarrant County customer bases. Southlake Business Needs Survey -1997 7 9 9 VC s WE z o N N ,7S � J a Public Management Associates '9 Percent of Employees Residing in NE Tarrant County Just over half of the businesses employ at least 50 percent of their employees from NE Tarrant County. Percent of Employees Residing in Other Metro Areas Less than half of all businesses employ residents from other areas of the Metroplex. Source of Employees By far, the largest percentage of Southlake business operators use newspaper ads to locate employees. 31 Southlake Business Needs Survey -1997 9 so.ox Primary Business Category 40.5% Services comprise the largest aO.OX percentage of businesses in Southlake. Also, this category of 3o.Ox business showed the highest level 18.0% of growth over the 1995 to 1997 2120.o°h period from 34.4 to 40.5 percent of ,n n•L1 _ __. 7 70A respondents. Public Management Associates Ty -ID _= Southlake Business Needs Survey -1997 11 Table 1 Importance of Government -Related Factors in Rating Southlake as a Location for Business - 1997 Characteristic 20.4 % - Cost/ uanti -water . 16.3 % 5.0 % 31.2 % 27.1 % CdAt uanti as/el' . 13.6 4.1 27.1 31.2 24.0 City -l6ceptivity#o �_`` business - 7.2 2.3 18.6 29.0 43.0 Diversity.of housing , 21.4 stock 5.5 32.7 21.4 19.1 Munici al tax stru� 10.0" 1.8 31.7 24.4 32.1 Coun /ISD-tax struc : ,_, 10.4 2.7 29.0 23.1 34.8 Table 1A Importance of Government -Related Factors in Rating Southlake as a Location for Business -1995 Characteristic o a:�, i tye ry "i'. s 'f f Cost water/sewer �'` 12.0 % 6.6 % 27.3 % 31.1 % 23.0 % Cost as/electric 8.7 6.0 27.9 29.5 27.9 City receptivity to 9.8 4.9 13.0 26.6 45.7 business City facilities 4 35.5 15.3 30.6 13.7 4.9 Diversity of housing` 21.9 8.7 30.6 20.2 18.6 stock Municipal tax strucf 9.9 1.6 16.5 30.8 41:2 Coun /ISD_tax strac 9.9 1.6 18.1 28.6 41.8 Public Management Associates TM-11 South/ake Business Needs Survey -1995 13 Table 2A Importance of Non -Government Factors in Rating Southlake as a Location for Business -1995 Characteristic U Acces'sto znakefs 12.9 % 7.3 % 25.3 % 25.3 % 29.2 % Comainity receptive to'business ,-�`'`. 7.1 6.0 16.3 24.4 46.2 Buying power ofm= 22.3 9.2 15.2 17.4 35.9 x residents,-- -- Pro D%F 21.9 8.2 25.7 20.2 24.0 oil: Skills ofworkes 23.9 10.3 26.1 18.5 21.2 Cost of IiVin 14.1 5.4 24.5 26.6 29.3 Ay6labifity of ca i :" 18.0 8.2 18.6 26.8 28.4 Growing market h NE 13.6 3.8 15.8 22.3 44.6 Tarrant Cost of facility 4 8.3 4.4 15.6 33.3 38.3 Access to 16.8 8.7 24.5 22.8 27.2 .ans ortation vailability of existu 20.2 14.2 29.0 17.5 19.1 buildui Education and trauun 26.9 14.3 28.6 14.8 15.4 Public Management Associates TOZ Southlake Business Needs Survey -1997 15 Table 3 Ratings of City Services -1997 ServiceIPA o �_. Fire service '' = 0.0 % 2.9 % 25.9 % 33.7 % 37.6 % Police services 0.9 3.7 14.8 34.7 45.8 Garbage collection/rec` c. ' _. 3.8 8.1 31.4 36.7 20.0 Street maintenance/re` 14.1 21.6 36.2 17.8 10.3 Parkshecrea&o services ; 2.3 5.1 37.2 35.8 19.5 Building code, enforcement , 4.1 4.1 38.7 35.9 17.1 Zoning and land �`ry use activities 10.6 10.6 33.6 30.4 14.7 V" Table 3A Ratings of City Services - 1995 ServicePoor excellent Fire service 0.6 % 0.6 % 25.0 % 35.6 % 38.3 % Police service 1.1 5.5 13.7 35.7 44.0 Garbage_ 6.7 14.0 37.6 28.1 13.5 collection/rec clm R Street Y 23.0 19.7 38.3 14.8 4.4 maintenancelre a., Parkshecreatio ' `` 5.7 16.5 45.5 25.0 7.4 services Building code ', 4.4 8.3 37.2 30.6 19.4 enforcement Zoning and;l _.'y 9.9 12.2 35.4 24.3 18.2 use ac6itie4110, Public Management Associates Tq•15 X Southlahe Business Needs S rvq -1997 17 the percentages did decline in 1997. Furthermore, the percentages associated with cost of utilities as an adverse factor significantly declined from 1995 to 1997 (see Figure 6A). Public Management Associates Southlake Business Needs Survey -1997 19 Figure 2 How Many Square Feet Does Business Occupy in Southlake? (1997) IIN � A—u s 4 r� 44 it i�su� ti ..A i Public Management Associates IN-16 A L Southlake Business Needs Survey -1997 21 Figure 5 Any Trouble Finding Qualified Workers? (1997) Yes 34.7% No 65.3 Public Management Associates Tq- I Lo L Southlake Business Needs Survey - 199 7 23 VII BBUSINESS ND YCI£ .._ ` -Y � _ ION 0 y The final series of questions concerned the interaction between the city and the business community. Forty-nine percent of the businesses surveyed in 1997 reported that they had contacted the city about a complaint, request for service, or information in the past 12 months, compared to 53.3 percent in 1995 (see Figure 7). As shown in Figure 8, the department most often contacted was building inspections (17.8 percent), planning and zoning (13.9 percent), mayor/council (11.9 percent), and city manager (11.9 percent). In 1995, contact patterns were as follows (see Figure 8A): planning and zoning (18.2 percent), police (16.2 percent), both code compliance and building inspections (12.1 percent), and water service (10.1 percent). Sixty-nine percent of those surveyed said their problem or request had been resolved and 97.1 percent indicated that the staff had been courteous (see Figure 9). Fifty-six percent of the businesses surveyed said that they were familiar with the city's Economic Development Office, an increase of 14.1 percent when compared to the 1995 survey (see Figure 10). This represents a statistically significant increase in percentage of respondents familiar with the Economic Development Office between 1995 and 1997. As Figure 11 shows, when asked what education and training programs they would like from the Economic Development Office respondents offered fairly equal support for marketing and planning (57.2 percent), financial funding and management (52.7 percent), technology application (52.7 percent), and telecommuting (51.0 percent). Public Management Associates -ry_n 34 114 Southlake Business Needs Survey - 1997 25 Figure 8 City of Southlake Staff or Department Contacted - 1997 Flue Department 2.OX H:g t ParkslRec Economic Dev a` MayorlCouncil 11Mr ,y,. .�. su.Z. r --c fie• s"F" wb.e' 4 '*` City Manager r Ms Water Department ., ■YesJ Building Inspection .. Code Compliance a 9%' xsk� Police a 9x Planning/Zoning A 9% Other 7.9•b = € :r a 0% 5% 10% 15% 20% 25% 300/9 Figure 8A City of Southlake Staff or Department Contacted - 1995 Public Management Associates -M'p M Southlake Business Needs Survey -1997 27 Figure 10 Familiar with Southlake Economic Development Office? (1995 and 1997) Public Management Associates TQ-A SOUTHLAKE BUSINESS SURVEY �W I. Southlake as a location for business. 1. Below are a number of factors which commonly influence business and industrial location decisions. Please rank these factors based upon their relative importance in your decision to continue operating your business within the City of Southlake. 1 is not important, 2 is somewhat important, 3 is neutral, 4 is rather important, and 5 is very important. Not Neutral Important A. Access to markets 1 2 3 B. Cost/quantity of water/sewer 1 2 3 C. Cost/quantity of gas/electric 1 2 3 D. Community receptivity to 1 2 3 business E. City government receptivity 1 2 3 siness F. � ctive buying power of 1 2 3 residents G. Proximity to D/FW Airport 1 2 3 H. Proximity to Alliance Airport 1 2 3 I. Productivity/skills of workers 1 2 3 J. Cost of living 1 2 3 K. Diversity of housing stock 1 2 3 L. Availability of capital 1 2 3 M. A growing market in 1 2 ' 3 Northeast Tarrant County area N. Municipal tax structure 1 2 3 O. County/ISD tax structure 1 2 3 P. Cost of facility 1 2 3 Q. Accessibility to major 1 2 3 transportation networks R.( jbility of existing 1 2 3 ings S. Availability of education and 1 2 3 training opportunities Very Important 4 5 4 5 4 5 4 5 4 5 4 5 4 5 4 5 4 5 4 5 4 5 4 5 4 5 4 5 4 5 4 5 4 5 4 5 4 5 i II. City Services 2. The following is a list of City services. Please rate each quality of service by circling a number between 1 and 5 which corresponds with the appropriate response. 1 is poor, 2 is fair, 3 is average, 4 is -good, and 5 is excellent. Poor A. Fire service 1 2 3 B. Police service 1 2 3 C. Garbage collection/recycling 1 2 3 D. Street maintenance and repair 1 2 3 E. Parks/recreational services 1 2 3 F. Building code/ enforcement 1 2 3 G. Zoning & land use activities 1 2 3 Excellent 4 5 4 5 4 5 4 5 4 5 4 5 4 5 III. Doing Business in Southlake 3. Are you pleased with your existing operation in Southlake? 1. YES 2. NO 4. What do you like best about doing business in Southlake? 4a. What might be changed to improve business conditions in Southlake? 5. Approximately how many square feet does your business occupy in Southlake (if more than 1 facility in Southlake, please give the total of all facilities.)? square feet 6. Do you have plans to expand at your present Southlake location? 1. YES 2. NO (Please answer 6a) 6a. Do you have plans to downsize at your present Southlake location? 1. YES 2. NO 7. Do you have plans to move your business from Southlake? 1. YES (Please answer 7a) 2. NO 7a.What is the primary reason causing your business to move from Southlake? TO men SUBJECT City of Southlake, Texas MEMORANDUM March 17, 1999 Curtis E. Hawk, City Manager Shana K. Yelverton, Assistant City Manager Southlake Crime Control and Prevention District Annual Program Evaluation Action Requested: This item has been provided for informational purposes only. Background Information: The Southlake Crime Control and Prevention District was authorized by voters in November 1997, with the first meeting of the Board of Directors held on December 17, 1997. Since that time, the Board and staff have been working to implement the strategies outlined in the Southlake Crime Control and Prevention Plan and Budget, adopted by the temporary board (City Council) in September 1997 and presented to Southlake voters during the campaign for the creation of the district. This plan outlines strategies for addressing public safety as required by Chapter 363 of the Local Government Zn Code. The Board recently approved its first annual evaluation, which addresses the extent to which the strategies outlined in the plan have been met. A copy of the annual evaluation has been included as an attachment. Financial Considerations: Crime Control District activities are funded through the half -cent sales tax approved by voters for this purpose. Citizen Input/ Board Review: The annual evaluation was approved by the Southlake Crime Control and Prevention District Board at its March 3, 1999 meeting. Legal Review: None. Alternatives: N/A Supporting Documents: Southlake Crime Control and Prevention District Annual Program Evaluation Staff Recommendation: This item has been prepared for informational purposes only. Curtis E. Hawk Southlake Crime Control & Prevention District Annual Program Evaluation �e2of2 Approved for Submittal to City Council: City Manager's/0f i 7-5-a A a I mabvb-1 * a" -Luc ri n Di too Ni 3.1 alua an 4 to SOUTHLAKE CRIME CONTROL AND PREVENTION DISTRICT ANNUAL PROGRAM EVALUATION The Southlake Crime Control and Prevention District was created by Southlake voters in November 1997 and a half -cent sales tax to fund the District was authorized. Voters dictated that the City Council appoint an independent Board of Directors to oversee the District. The Board of Directors was subsequently appointed by the City Council for the District and began its work in December, with the identification of specific strategies for addressing public safety within the city and the development and adoption of a budget to accomplish the strategies. State law requires the District to fund an annual evaluation program to study- the impact, efficiency, and effectiveness of new or expanded crime control and prevention nrr rnr,Amc TF,;,z ronnrt nvnm;vwc unn{� i,-iont:�;u,-i ctrntom. f t1.o C....tl.inl�o (`.. o ('....r�nl r. a ...-.... e -_ _. .. ....._ and Prevention District. Strategy One: Enhancing Community Safety Through Modern, Efficient Facilities This strategy promotes a safer environment for the community through an increased police presence. particularly in neighborhoods, to deter and eliminate crime and to reduce the response time for calls for service. Although the geographical size of the city is large at 23 square miles. Department of Public Safety personnel currently operate out of one facility. The District's plan identified the purchase of three sites and the development of two district facilities as its highest priority for the use of crime control funds. Evaluating the District's efficiency and effectiveness in achieving this strategy involves analysis of four major tasks for the first year, including: 1) site evaluation and budgeting. 2) site selection, 3) land acquisition, 4) concept planning. :March 3,1999 L:! CTYSHAREl CRIMET. LXI CRLVIEVAL.DOC -r 5 - y IN An examination of the District's ea i w on these tasks reveals that the District is operating effectively and efficiently, although quantitative measures (i.e., reduction in Part I crimes or response times) cannot vet be analyzed. Rather, this evaluation will review the District's initial efforts for acquiring land for the new facilities and planning for their development. Site Evaluation Process. This process began with staff identifying a step-by-step process; beginning with a determination of response times and corresponding target areas. and continuing through to the selection of fifteen sites. Upon identification of sites and mapping of response times, all suitable and available tracts were identified for evaluation. Each potential site was evaluated using the following criteria: • Access - arterial street capacity, direct site access, proximity to parking, visibility to public/sight lines. proximity to response location, access to two streets, • Physical Characteristics - configuration, zoning restrictions, easements, topography, physical constraints, site evaluation, drive through bays; • Environmental - noise, tree loss, contamination potential, risk factor (e.g., flooding), lighting: • Site Development - compatibility with adjacent uses, complex planning issues. expansion potential, site assemblage, time constraints, utility availability; • Functional - shared service potential, building footprint flexibility; • Financial - property values, demolition costs, energy criteria. An evaluation matrix assigning points for each criteria was prepared for each potential site. which helped determine the appropriate sites for serious consideration. Site Selection Process. The District Board and staff reviewed each evaluation criteria thoroughly and initiated conversation with property owners to determine their willingness to sell, purchase terms and any other issues which might affect the ultimate .Varch 3, 1999 L: f CTYSK4REI CRI.LIET 4,V CRIAIEP'4L.DOC T ,5-S IN A purchase and development of the site. Specific sites for each of the target areas was identified, and staff was instructed to negotiate purchase contracts for each. Land Acquisition. During its first year, the Board was able to successfully purchase the required tracts of land for two of the three sites. Negotiations are underway for the third. Approximately 4.8 acres were purchased for the west site, a large 32 acre tract was purchased for the north site, and negotiations continue for a three acre site on the east side of the city. Concept Planning. To determine the utility of the smaller sites, an architectural consultant was hired to assist with site evaluations, as well as to develop conceptual drawings showing the layout of the facility on the sites. These drawings were particularly needed for the smaller southern sites to ensure their viability. As noted previously. a quantitative analysis of the effectiveness and efficiency of the Boards program to meet this strategy cannot be performed at this time. However, the first important steps toward realizing the benefits to be derived from district facilities have been taken. The first goal set for accomplishing strategy one (evaluating and acquiring three sites for optimum delivery of public safety services) is almost complete. Strategy Two: Enhancing Community Safety Through the Use of Modern Technology & Equipment The District allocated funding in year one for the purchase of two equipped police patrol vehicles. as well as portable radios and other related equipment needed by the School Resource Officers, who are also funded through the District. The vehicles were purchased through a cooperative purchasing agreement between the City and the Houston Galveston Area Council of Governments. Working through HGAC allowed the City to take advantage of "bulk' buying advantages. As such. the vehicles were purchased and equipped well within the budget parameters established by the Board. Subsequent years funding will provide for the computer and communications equipment which are integral for maximizing an officer's time spent fighting crime. This March 3, 1999 L:1 CTYSH.4REl CRI.HET-LXICRLtIEV,4L.DOC 7-5-6 Qe equipment will be critical ;;r computer aided dispatch, police records management, booking, crime scene search, property/evidence control, and electronic mail. Strategy Three: Enhanced Community Safety Through Professional Development Limited funds and the District's commitment to land acquisition and facility development prevented a direct allocation of funds for professional development initiatives. However, continual and advanced training of public safety personnel must be ongoing to maintain in-service training requirements in such a manner that the skills, knowledge and abilities of each individual remain at peak levels relative to both present and future job assignments. In order to meet the objectives of this strategy, the District incorporated training needs into its evaluation of potential sites and in conceptually planning the district tactlities. I argetea sites were of at least three acres in size to ensure adequate space for both indoor (classroom) and outdoor (field) training activities. Having training facilities available in the district stations will ensure that training programs can be coordinated without requiring officers to leave their assigned posts. This maximizes the time available for training. While it is not anticipated that the central facility (located on the north site) will be built within the initial five-year life of the District, it is anticipated that special attention will be given to developing a facility conducive to the training needs of the Department. Strategy Four: Enhance Community Safety Through Special Police Initiatives The establishment of a crime control and prevention district in Southlake provides an opportunity to establish police initiatives. which enhance the community"s quality of life. Such programs might otherwise be set aside for lack of funding. While the City of Southlake previously offered a SRO to Carroll High School, no such officers were assigned to any middle school campus. To address issues of campus safety, student education. and deterrence for drug and gang related activity, the March 3, 1999 L:I CTYSHAREI CRIMET-tV CRIMEVaL. DOC T-T- 7 Department had attempted to expand the program, but limited funding resulted in limited implementation of this vital program. The District's first special initiative involved hiring two additional School Resource Officers (SRO). Recruitment efforts began as soon as the budget was approved by the Board, but advertising was reinitiated when the initial process did not result in a successful hire. The two positions were successfully filled in December 1998, and ultimately one officer will be assigned to Carroll Jr. High School and the other to Carroll Middle School. Financial Considerations Collection of the Crime Control District sales tax began in April 1998. The first allocation of sales tax from the Comptroller was received in June 1998. Through the Fiscal Year ending September 30. 1998, the District nas collected $467,518 in sates tax and earned $2,683 in interest. Expenditures for the same period total $108,104, with $102,800 to purchase and fully equip two police vehicles, and for uniforms and (*Mw communications equipment. The City's annual audit for the Fiscal Year ending September 30, 1998 is in progress, with a Comprehensive Annual Financial Report from the independent auditors, Weaver and Tidwell, anticipated in February 1999. The Crime Control and Prevention District accounting records will be a part of that audit. and the Report will be presented to the Crime Control Board. Funds received by the District are invested according to the City's investment policy. The District's funds are pooled for investment purposes. For the quarter ending September 30, 1998 the District's yield to maturity on pooled investments was 5.5%. For the fiscal year that begins October 1. 1998 an estimated S1,438,525 in sales tar is expected. earning $35,982 interest income, for total available revenues of S 1.474.507. Funding for twvo school resource officers and related benefits is budgeted for $104,610. There is $176,810 allocated for the purchase of computer equipment. including three communications servers, software, an uninterrupted power supply, and wide area computer network equipment to connect with existing sites. iVlarch 3, 1999 L:1CTYSHARECRI.NET. AI CRIME PAL DOC i s- 8 Conclusion The Board of Directors of the Southlake Crime Control and Prevention District has begun to successfully implement the actions necessary, to meet the strategies identified in its plan and budget. The Board's primary- activity has been the acquisition of suitable public safety sites in targeted areas, allocating the necessary funds and attention to this, its highest priority. Other initiatives are progressing as planned. During its first year. the Southlake Crime Control and Prevention District has successE,!1v accomplished its goals. .March 3, 1999 L: CTYSHARFCRLVIET4.%7,CRLVEVAL.DOC -75— 9 e S City of Southlake, Texas NIE-NI ORANDt7NI March 19, 1999 To: Curtis E. Hawk, City Manager I I From: Bob Whitehead, Director of Public `Forks Subject: Future City- Council direction on FBI 1938 (Davis Boulevard) extension from FNI 1709 northward to SH 114 L Action Requested: City Council give direction to staff concerning the status of future improvements to Randol Mill, including the future extension of FM 1938 (Davis Boulevard) from FM 1709 northward to SH 114. Background Information: Traffic utilizing FM 1709 (Southlake Boulevard) is increasing. As new traffic destinations such as F ideiity on Sri i 14 in Westlake, and potential similar office; commercial destinations along SH 114 in Southlake, Westlake, Roanoke and Fort Worth become reality, traffic volumes and the consequent delays and frustrations will continue to increase. Compounding this growth in traffic is the limited traffic corridor in Northeast Tarrant County. The traffic corridors are the numbered state highways and farm -to -market thoroughfares. North of I-820 and east of I-35W the highways east and west are FtiI 1709 and SH 114. The north/south highways are US 377, FM 1938, SH 26 and SH 121. Currently, FM 1938 (Davis Boulevard) has its north termination at FM 1709. FM 1938 serves a high growth area of Southlake, Keller, Colleyville and North Richland Hills. Traffic generated from this area must use FM 1709 to proceed to connect to SH 114 or the Interstate system. T6-1 I R Curtis E. Hawk March 15, 1999 Page Two In 1998. the Metroport Cities Partnership designated the extension of F_1v1 1938 north from FM 1709 to intersect with SH 114 as a top priority. The roadway development was identified as a need because: Traffic studies recently prepared by the City of Fort Worth and NCTCOG shovv the need for the improvements: • Impact on traffic on FM 1709 from south FM 1938 and Precinct Line Road; • 2010 traffic county projection for FM 1938 by North Central Texas Council of Governments (NCTCOG); • Improve the roadway before additional development occurs and at a lower cost; and • Take advantage of additional ISTEA funds (Federal funds allocated for Texas). The request to extend FBI 1938 to SH 114 was -tabled" by Metroport Cities Partnership awaiting decision by the City of Southlake. The need for improvements to Randol Mill Road is identifiable. Westlake is master -planning a connection to Randol Mill Road, in effect creating a through street from FM 1709 along Randol Mill to Precinct Line Road in Westlake. When this happens, traffic will be significantly increased on a two-lane country road. Development is happening along the extended FM 1709 corridor between FM 1709 and SH 114, as Fidelity will begin construction in summer of 1999, a church is to be built in Keller at Florence and Randol Mill, and some residential is being platted in Keller. Financial Considerations: The Metroport Cities Partnership is in the process of planning for an August appearance before the TxDOT Commission in order to follow up on funding for SH 114 west of Southlake, US 377 between SH 114 and Keller, and the MIS for the "funnel" between Wall Street Bridge and the Dallas County line. The possibility for funding for the FM 1938 extension still exists, but Metroport Cities Partnership will not proceed without Southlake's approval for this project. T6-2 Curtis E. Hawk March 19, 1999 Page Three Citizen Input/ Board Review: Legal Review: The current opinion -of -probable -costs for the FM 1938 extension are: • S 14.8 million to be funded by TxDOT for construction, and • S5 to $10 million to be funded by Tarrant County for right-of- way. his rundina is not secured. then the future costs for impro,.:ra Randol Mill will most likely be 100% City of Southlake responsibility for the portion in Southlake July 22, 1998 TxDOT public meeting August 18, 1998 City Council public hearing Substantial future input needed. Not appropriate at this time. Alternatives: Do nothing at this time or modify the concept to build 2 or 3 of the traffic lanes instead of the entire cross section. Southlake funding would be impacted as TxDOT and Tarrant County would not participate. Supporting Documents: Previous FM 1938 Summary of Questions and Answers Staff Recommendation: Staff recommends that City Council give direction to staff regarding extending FM 1938 (Davis Boulevard) from FM 1709 northward to SH 114, and whether or not to seek TxDOT funding with Nletroport Cities Partnership. Bob Whitehead Director of Public Works Approved for Submittal to City Council: *ianager's Office T6-3 FM 1938 EXTENSION Ri f%A aLtSTIOCv.if11tiUAIVSryER.i o - . t � raised revardins the potential extension of FM 193S F�Lo �. �n� i� a st~mman, o. questions that have been r s � as it imo_ acts SOttthlake. Keller and Westlake. The questions are generally organized by groups of similar topics. It is anticipated that this list will be updated frequently as new questions arise. Additional questions andior answers can be added to this list by faxing them to 488-9370. MISCELLANEOtiS ACRONYMS / DEFINITIONS: a TxDOT: Ta.�s Departnzent of Transportation Right-of-VVav: .4bbreviated (R.O. TF), an area set aside for the construction of road driving lanes and installation of utilities. It is wider than the street width and includes areas called " parkwati•s " bet:veen the edge of'street pavement and the R.O. W. line. The R.O. TV line is also the property line for the adjacent property owners. 3. NCTCOG: Abbreviation for North Central Texas Council of Governments, the Metropolitan Planning Organisation (MPO) charged by federal law to administer regional transportation planning. IiALKUROUIVll L'SfO AIAIlU!�: 1. How is the potential F.M. 1938 extension mentioned in historical local planning studies? Answer: The City of Southlake designated the extension of F iV.. 1938 on its plans as follows: 1 y0y — ;v1a7or 1 norougnJare enatng at ctn nt lttts; 191 5 — Principal Collector with realignment near Dove intersect; 1984 - State Highway Extension to S.H. 114; 1991— :Major Arterial to S.H. 114; 1997 — tfctjor=!rterial to city litnits. (Plan was revised to eliminate areas not within the jurisdiction of Southlake) The City of Keller designated Randol Mill Avenue, from F.M. 1709 to S.H. 114 as a sLz-lane undivided boulevard on its 1988 Thoroughfare Plan. The current Thoroughfare Plan shows a six -lane arterial to S.H. 114. ?. How is the potential F.M. 1938 extension mentioned in historical regional planning studies, as in perhaps those done by NCTCOG? Answer: The F.M. 1938 extension has been included in the NCTCOG Regional Thoroughfare Plan as a principal arterial since 1977. In 1994, the extension received a regional arterial designation as part of the NCTCOG Regional Thoroughfare Plan. The extension is duly noted as a regional arterial in both the Mobility 2010 Plan Update and Mobility 2020: The Metropolitan Transportation Plan. For more information see the following documents: • Thoroughfare Plan for North Central Texas, iVCTCOG, 1977 Regional Thoroughfare Plan, NCTCOG, 1994 • Wobilin- 2010 Plan Update, NCTCOG, 1995 • Mobility 2020: The Metropolitan Transportation Plan, NCTCOG, 1997 F.11 1938 - Ouestion and Ansiver Summary Draft Date: 08114198 - 4:20 p.m. Page 1 of 6 T6-4 3. IvVhat is the history of traffic accidents on Randol Mill north of F.M. 1709 (m-o-lane section, JUULhIakc; city hmlts? Answer: Since ,January of 1996. the City of Southlake DPS has responded to 4 % separate accidents ^n Randollllill north of F. tj. 1709. ENTITIES INVOLVED: l . Who or what is Metroport? Answer::Vetroport Cities Partnership is a non-profit corporation, which is comprised of eight (8) area cities, four school districts, area chambers of commerce, public utilities, large and small rosiness er..'erprises, and other related organizations. The purTose of th.e partnership is to ivorlc collective,,. on public and private initiatives affecting the Northeast Tarrant County (Metroporr) region. Ti has been the practice of Nfetroport Cities Partnership to participate together henever possible in providing public services such as radio communication, public safer, water and sewer service, and highway construction. The Metroport Cities Partnership has been incorporated for ten years. 2. `What cities are involved in the extension of FM 1938? Answer: The following cities are involved in the process. The principle contact person for each cin• is also proviaea. Citv of Southlake City of Keller Citv of `Vestlake Attn. Curtis E. Hawk Attn. Lyle Dresher Attn. Ginger Crosswy t_ity tvianaQer t_,ity manager Town Secretary 667 N. Carroll Ave P.O. Box 770 3 Village Circle, Suite 207 Southlake. TX 76092 Keller, TX 76244 Westlake, TX 76262 PH: 481-5; S l , ext. 702 PH: 431-1517 PH: 430-0941 FX: 329-1747 FX: 431-5867 3. 'Xhat other entities are involved in the extension of FNI 193S? Answer: Follotiving are additional entities involved and their contact people. Texas Department of Transportation (TxDOT) Burton Clifton, P.E. Fort Worth District P.O. Box 6S68 Fort Worth, TX 76115 PH: 817-3 7 0-6542 FX: 817-370-6759 Tarrant Countv Glenn Whitley, County Commissioner Jeanne Green, ROW Agent 100 E. Weatherford, #401 Fort Worth, TX 76196 PH: 884-1177 F U 1938 - Ouestion and Answer Summary Draft Date: 08114198 - 4: 20 p.m. Page 2 of 6 T6-5 North Central Texas Council of Governments Dan Kessler _assistant Director of Transportation: 616 Six Flats Dnve. Suite 200 Centerpoint Two Arlin,ton, Texas 76005-5SSS PH: 817-695-924S Freese & Nichols Richard Kelly, P.E. ,0» International Plaza. Suite 200 F on Worth, TX 76109 PH: 735-7300 FX: 735-7491 4. Who can I contact for updated information? Answer: The City Managers of Keller and Southlake. 5. If any of the cities do not support the project, will it continue to go forward to Austin? Answer: Metro port Partnership wrti not taKe this portion of the proposal to Austin ifauthree cities do not support the project. PROCEDURAL QUESTIONS: 1. What would the development schedule be for eventual construction? Answer: The preliminary anticipated development schedule at this time is as follows: • September 24, 1998: Texas Transportation Commission Delegation Appearance • I st Orr. 1999: Texas Transportation Commission Project Authorisation 1st Orr. 2001: Environmental approval /public Involvement process. • 1st Qtr. 200 2: Design / Right-of-TVgv Plans. • 1st Orr. 2003: Right-of-TVav Acquisition. • 1st Orr. 2005: Construction complete. 2. Whv is this roadway being scheduled for widening now? Answer: • To secure the needed right-of-way in advance of development and to improve the roadway in conjunction with anticipated development, thereby better serving both existing and future traffC; • To improve the roadway now at a much lower cost than it would be to construct the improvements in the frtture after anticipated development has occurred,- 0 To improve north/south traffic flow in the area by developing transportation links between the population and employment activity located in the F.M. 1938 Davis Corridor with activity.• centers south of F 1 1709, east and west along the F.M. 1709 Corridor, and north to the S.H. 114 Corridor: • To take advantage of additional federal funds coming to Texas as a result of the recently passed federal legislation, the Transportation Equity Act for the 21st Century. F.b! 1938 - Ouestion and Answer Summary Draft Date: 08114198 - 4:20 p.m. Page 3 of 6 How much traffic is anticipated to use the improved F.M. 1938 extension'? Answer: 1 rafic forecasts prepared by NCTCOG for the year 2020 estimate that 14,000 to 13.000 cars per dal• would utilize this roadway. NCTCOG traffic forecasts are based on demographic forecasts prepared by NCTCOG in 1996, and may not take into account recent Proposed dei,elopments in the corridor. This traffic volume warrants a four -lane roadway with the capabilin of expanding to a six -lane roadwav in the future. 4. Where are we now in the process and what are the next steps? Answer: • Affected cities receiving input from citizens • ltet; oport Cities Partnership decision to continue the petition for fiu7dinz • TcDOT delegation appearance in Austin on September 24, 1998. 5. How does a person who supports or is opposed to this project voice their opinion'? Answer: Concerns can be raised through multiple means. • Written correspondence to each City Representative. • Written correspondence to Councilmembers of each city. • You can also petition the Transportation Commission in Austin to have a 20 minute allocation of time on 9-24-98 to allow three (3) representatives an opportunity to present an opposition position on the proposal. • If the Transportation Commission approves the project, there it ill be several formal Public Hearings held by T-cDOT. RIGHT-OF-WAY ACQUISITION: l . From which side of the existing road will the most right-of-wav be taken from? Answer: • L`cries in attempt to reduce the number of properties affected • Exact alignment to be determined in the Design and ROW Phase (8-1 ' months) • Initial study indicated that there would be less impact by widening to the west. ?. Is there a map or drawing available showing where the proposed right-of-way will be? Answer: .4 map is available at city halls in Southlake, Westlake and Keller. What happens if certain homeowners do not agree to selling portions of their property as right- of-way? Answer: Following the completion of the ROW acquisition process conducted by Tarrant County, if an agreement is not reached one may -file suit in the District Court. Contact Tarrant County's R.O. TV. Dept., who will explain the procedures in more detail. 4. Who is responsible for negotiating the acquisition of right-of-way? Answer: The R.O. W. acquisition would be the responsibility of Jeanne Green who is a long-term R.O. TV agent for Tarrant County. s Explain what happens to properties that have homes on or very near the expected new right-of- way line. Answer: See .Vo. 3 above. FM 1938 - Question and Answer Summary Draft Date: 08114198 - 4: 20 p.m. Pa,e 4 of 6 T6-7 6. Will the ROW needed for thz purchased hurl t h,� LwLUV YY LLVL? Answer: W the F_tif 1938 extension project continues to go forwarded and is funded by T-CDOT, cell necessan.• ROTV will be purchased for the fair market value of the property. If the project does not go forward at this time the ROTV will rot be purchased at this time. Note, however, that should any building permit be requested or development occur on properties adjacent to Randol .Mill, each city will require the dedication of ROIV from the adjacent property without compensation as a part of the development process. This acquisition will, however, be limited to the ROTV required by the respective city's Master Thoroughfare Plan. uo A. are lard values determined when property is acquired? Answer: The most recent comparable land/like property sales are evaluated through an extensive appraisal process. S. How are relocations handled? Answer: Relocations are handled by TxDOT and not by Tarrant County. Agents use the closest approximate property values as well as consider factors specific to the situation. 9. How close does a residence or building have to be to the R.O.W. before relocation will be used? Answer: 1-he residence or building must intersect or ve insiae of the acquisition area. i 0. Is there compensation for the devaluation of property as a result of roadway improvement.) Answer: No. 1. If some of my property is taken and the value decreases, will my taxes go down? Answer: If the appraised value of a property decreases, there will most likely be a decrease in taxes, assuming the tar rate itself has not increased. If R.OAV. acquisition takes all or a portion of the property's septic system, does the County reimburse the expense? Answer: Yes. The cost of a new system, if necessary, will be provided. ENGINEERING & DESIGN CONSIDERATIONS: If the new R.O.W. line appears to be very close to a residence, will sound barriers be used or constructed? Answer: As part of the environmental studies performed for this project, traffic noise impacts will be considered, and if warranted, sound barriers will be constructed. If the project is approved, there will be opportunities for public hearings during the preliminary geometric design phase to address this item more specifically. ?. 'When are specific items such as lane configurations, roadway materials, landscaping, traffic signals, etc., finalized? Answer: Beginning with the preliminary geometric design, public hearings will be conducted by T.rDOT to determine the roadway design most acceptable to all affected parties. Prior to TrDOT's plan submission for construction bidding, the respective cities will also coordinate public meetings to present proposed construction plans. FL11938 - Question and Answer Summary Draft Date: 08114198 - 4:20 p.m. Page 5 of 6 T6—S C 3-4 �v71cil �v iu the uuat Liv�iu r� a v a1L611111 VL1L �. apYrvti ecl u r .v`.`r ... Answer: .lpprorimatelti Ctio tiears. �. How long will it take to complete the R.O.W. acquisition and determine compensation'. Answer:.4pproximately three years. 5. Who will enforce the speed limit on the new F.M. 1938 extension? Answer: The city having jurisdiction in any particular area of the road tit -ill enforce the speed limit. The roadway tivill be constructed through the city limits of Southlake. Keller and Mestlake. FINANCIAL & COST CONSIDER -MOMS: 1. How much is it expected to cost? Answer: The construction cost estimate is approximately ,S14,800,000. The R.O.TV. acquisition estimate is ,S5, 000, 000-,S] 0, 000, 000 ?. Who will pay for the widening? Answer: TrDOT pays for the construction. Tarrant County purchases the R.O. TV. Will there be an adjacent landowner pavin; assessment by the cities if the project is done "ith city funds? Answer: No F:61 1938 - Ouestion and Anslver Summary Draft Date: 08114198 - 4:20 p.m. Page 6 of 6 T6-9