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HomeMy WebLinkAbout2018-09-25 CC Agenda PacketCity Council City of Farmers Branch Meeting Agenda Farmers Branch City Hall 13000 Wm Dodson Pkwy Farmers Branch, Texas 75234 Council Chambers6:00 PMTuesday, September 25, 2018 Study Session Meeting to be held at 3:00 p.m. in the Study Session Room with a Dinner Break at 5:15 p.m. A.CALL TO ORDER - STUDY SESSION (3 P.M.) A.1 18-137 Discuss regular City Council meeting agenda items. A.2 18-158 Receive a quarterly update from the Sustainability Committee. A.3 18-155 Discuss upcoming City Council meeting dates for 2019. A.4 18-138 Discuss agenda items for future City Council meetings. B.CALL TO ORDER - REGULAR MEETING (6 P.M.) C.INVOCATION & PLEDGE OF ALLEGIANCE D.CEREMONIAL ITEMS D.1 18-154 Consider accepting a donation from Eagle Gun Range in the amount of $1,740 to the Police Department; and take appropriate action. D.2 TMP-2950 Presentation of a service award to Randy McKemie for twenty years of service in the Police Department. E.REPORT ON STUDY SESSION ITEMS F.MAYOR AND CITY MANAGER'S REPORT ON ITEMS OF COMMUNITY INTEREST Pursuant to Section 551.0415 of the Texas Government Code, the City Council or City Administration may report information on the following items: 1) expression of thanks, congratulations or condolences, 2) information about holiday schedules, 3) recognition of individuals, 4) reminders about upcoming City events, 5) information about community events, and 6) announcements involving an imminent threat to public health and safety, and 7) reports from Council Liaisons to supported organizations. G.CITIZEN COMMENTS Page 1 City of Farmers Branch Printed on 9/20/2018 September 25, 2018City Council Meeting Agenda This agenda item provides an opportunity for citizens to address the City Council on any matter that is not posted on the agenda. Anyone wishing to address the City Council should complete a Citizen Comments Registration Card and submit it to the City Secretary or City Administration prior to the start of the City Council meeting. There is a three (3) minute time limit for each citizen to speak with a limit of five (5) speakers on one topic or item with a maximum of fifteen total minutes on the same topic item. Anyone wishing to speak shall be courteous and cordial. No disparaging or inflammatory remarks directed at any member of the City Council or City staff will be allowed. The City Council is not permitted to take action on any subject raised by a speaker during Citizen Comments. However, the City Council may have the item placed on a future agenda for action; refer the item to the City Manager and/or City Administration for further study or action; briefly state existing City policy; or provide a brief statement of factual information in response to the inquiry. H.CONSENT AGENDA H.1 18-134 Consider approving minutes of the City Council meeting held September 11, 2018; and take appropriate action. H.2 R2018-86 Consider approving Resolution No. 2018-86 approving a negotiated settlement between the Atmos Cities Steering Committee and Atmos Energy Corp., Mid-Tex Division that adopts new natural gas rates for the City of Farmers Branch; and take appropriate action. H.3 R2018-89 Consider approving Resolution No. 2018-89 allowing a “Temporary Carnival” per Ordinance No. 1770 for the Mary Immaculate Catholic Church Annual Parish Fall Festival, located at 2800 Valwood Parkway, to be held on October 5, 2018 and October 6, 2018; and take appropriate action. H.4 R2018-90 Consider approving Resolution No. 2018-90 affirming the terms and conditions of the interlocal agreement between the City of Farmers Branch and the Dallas County Hospital District, d/b/a Parkland Health & Hospital System, for forensic medical examinations and evidence collection services; authorizing the City Manager to execute the agreement on behalf of the City of Farmers Branch; and take appropriate action. I.PUBLIC HEARINGS Page 2 City of Farmers Branch Printed on 9/20/2018 September 25, 2018City Council Meeting Agenda I.1 ORD-3529 Conduct a public hearing and consider adopting Ordinance No. 3529 for a zoning amendment to Planned Development District No. 22 (PD-22) to allow hotel uses subject to approval of a Specific Use Permit, and a request for a Specific Use Permit with an associated Detailed Site Plan for a hotel located on an approximately 1.82-acre property being the southern portion of the property located at 13998 Diplomat Drive; and take appropriate action. I.2 ORD -3516 Conduct a public hearing and consider adopting Ordinance No. 3516 for a zoning change from One-Family Residence District-6 (R-6) to Planned Development District No. 102 (PD-102), including but not limited to allowing one-family detached residences and municipally owned facilities, and establishing development standards for an approximate 3.4-acre site located at the southwest corner of Webb Chapel Road and Golfing Green Drive; and take appropriate action. I.3 18-PL 13 Conduct a public hearing and consider a request from Josey Lane Crossing, LLC for final plat approval of Josey Lane Crossing, a replat of Lot 4, Block A, The Shops at Branch Crossing; and take appropriate action. J.REGULAR AGENDA ITEMS J.1 R2018-88 Consider approving Resolution No. 2018-88 authorizing the execution of a Residential Demolition/Rebuild Program Incentive Agreement for the owner of the property located at 13561 Braemar Dr.; and take appropriate action. J.2 R2018-87 Consider approving Resolution No. 2018-87 awarding a contract for the Rawhide Creek Dredging behind Manske Library to Shirley & Sons Construction Co, Inc.; and take appropriate action. J.3 R2018-92 Consider approving Resolution No. 2018-92 authorizing the City Manager to negotiate and execute a contract amendment with Community Waste Disposal for the collection of municipal solid waste and recyclable materials; and take appropriate action. J.4 ORD-3534 Consider Adopting Ordinance No. 3534 Amending in its Entirety Chapter 66 “Solid Waste” Relating to Regulation of the Collection and Disposal of Solid Waste and Recyclable Materials Within the City; and take appropriate action. K.ADJOURNMENT Page 3 City of Farmers Branch Printed on 9/20/2018 September 25, 2018City Council Meeting Agenda The City Council may convene into executive session at anytime during the meeting pursuant to Texas Government Code Section 551.071(2) for the purpose of seeking confidential legal advice from the City Attorney on any agenda item. Farmers Branch City Hall is wheelchair accessible. Access to the building and special parking are available at the main entrance facing William Dodson Parkway. Persons with disabilities planning to attend this meeting who are deaf, hearing impaired or who may need auxiliary aids such as sign interpreters or large print, are requested to contact the City Secretary at (972) 919-2503 at least 72 hours prior to the meeting. Certification I certify that the above notice of this meeting was posted at least 72 hours prior to the scheduled meeting time, in accordance with the Open Meetings Act, on the bulletin board at City Hall. Posted by: _________________________ City Secretary Date posted: _______________________ Page 4 City of Farmers Branch Printed on 9/20/2018 Staff Report City of Farmers Branch Farmers Branch City Hall 13000 Wm Dodson Pkwy Farmers Branch, Texas 75234 File Number: 18-137 Agenda Date: 9/25/2018 Status: Study SessionVersion: 1 File Type: ReportIn Control: City Council Agenda Number: A.1 Discuss regular City Council meeting agenda items. Page 1 City of Farmers Branch Printed on 9/20/2018 Staff Report City of Farmers Branch Farmers Branch City Hall 13000 Wm Dodson Pkwy Farmers Branch, Texas 75234 File Number: 18-158 Agenda Date: 9/25/2018 Status: Study SessionVersion: 1 File Type: ReportIn Control: City Council Agenda Number: A.2 Receive a quarterly update from the Sustainability Committee. BACKGROUND: The Sustainability Committee provides City Council quarterly updates regarding issues the Committee is reviewing. The committee will give a brief presentation discussing recent committee activities and recommending a reduction in the frequency of their presentations. Page 1 City of Farmers Branch Printed on 9/20/2018 Presentation to the Farmers Branch City Council September 25, 2018 Sustainability Committee 1.Appreciate and excited about the City acting on our recommendations. 1.Switch to cart collection for garbage. 2.the HVAC upgrades for the Justice Center and the Branch Connection. Look forward to working with staff to continue these efforts. 2.Reviewed the City of Dallas resiliency plan and discussing its relevance to Farmers Branch 3.Look forward to the purchase and rollout of the water kits. 4.Would like to decrease the frequency of the committee presentations Committee Activities and Recommendation Staff Report City of Farmers Branch Farmers Branch City Hall 13000 Wm Dodson Pkwy Farmers Branch, Texas 75234 File Number: 18-155 Agenda Date: 9/25/2018 Status: Study SessionVersion: 1 File Type: ReportIn Control: City Council Agenda Number: A.3 Discuss upcoming City Council meeting dates for 2019. BACKGROUND: The City Council adopted Resolution No. 2016-39 establishing regular meeting dates and times for City Council Meetings and Study Sessions. The City Council, routinely meets on the first and third Tuesdays of each month beginning with a 3 p.m. Study Session and 6 p.m. Regular meeting. The City Secretary has prepared a draft calendar of the 2019 City Council meetings dates, for City Council’s review. All proposed dates are the 1st and 3rd Tuesdays except in January (New Years) and October, 2019 (Nat’l Night Out) which have been moved to the 2nd and 4th Tuesdays. This item has been placed on the Study Session agenda to allow the Council to review and discuss . The City Council may choose to amend or adopt the proposed calendar at the October 1, 2018, City Council meeting. ATTACHMENTS: 1. Proposed 2019 CC Meeting Calendar 2. Resolution 2016-039 Page 1 City of Farmers Branch Printed on 9/20/2018 Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa 1 2 3 4 5 1 2 3 4 5 6 1 2 3 4 5 6 1 2 3 4 5 6 7 8 9 10 11 12 7 8 9 10 11 12 13 7 8 9 10 11 12 13 6 7 8 9 10 11 12 13 14 15 16 17 18 19 14 15 16 17 18 19 20 14 15 16 17 18 19 20 13 14 15 16 17 18 19 20 21 22 23 24 25 26 21 22 23 24 25 26 27 21 22 23 24 25 26 27 20 21 22 23 24 25 26 27 28 29 30 31 28 29 30 28 29 30 31 27 28 29 30 31 Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa 1 2 1 2 3 4 1 2 3 1 2 3 4 5 6 7 8 9 5 6 7 8 9 10 11 4 5 6 7 8 9 10 3 4 5 6 7 8 9 10 11 12 13 14 15 16 12 13 14 15 16 17 18 11 12 13 14 15 16 17 10 11 12 13 14 15 16 17 18 19 20 21 22 23 19 20 21 22 23 24 25 18 19 20 21 22 23 24 17 18 19 20 21 22 23 24 25 26 27 28 26 27 28 29 30 31 25 26 27 28 29 30 31 24 25 26 27 28 29 30 Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa Su Mo Tu We Th Fr Sa 1 2 1 1 2 3 4 5 6 7 1 2 3 4 5 6 7 3 4 5 6 7 8 9 2 3 4 5 6 7 8 8 9 10 11 12 13 14 8 9 10 11 12 13 14 10 11 12 13 14 15 16 9 10 11 12 13 14 15 15 16 17 18 19 20 21 15 16 17 18 19 20 21 17 18 19 20 21 22 23 16 17 18 19 20 21 22 22 23 24 25 26 27 28 22 23 24 25 26 27 28 24 25 26 27 28 29 30 23 24 25 26 27 28 29 29 30 29 30 31 31 30 Set Council Dates CITY COUNCIL MEETING DATES 2019 January February March April May June July August September October November December RESOLUTION NO. 2016-039 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FARMERS FARMERS BRANCH, TEXAS, ESTABLISHING THE MEETING BRANCH TIMES FOR REGULAR CITY COUNCIL MEETINGS AND STUDY SESSIONS; REPEALING RESOLUTION NO. 2014-106; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Section 2.13 of the City Charter provides that the Council shall meet regularly at such times as it may decide, but not less frequently than once each month; and WHEREAS, the City Council of the City of Farmers Branch desires to change the times of the meetings as established in Resolution No. 2014-106. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FARMERS BRANCH, TEXAS, THAT: SECTION 1. The regular meetings of the City Council of the City of Farmers Branch shall be held on the first and third Tuesdays of each month beginning at 6:00 p.m. Central Time or as shortly thereafter as reasonably possible. SECTION 2. The Study Session workshop held in conjunction with the regular meetings of the City Council shall commence at 3:00 p.m. Central Time (or as shortly thereafter as reasonably possible) on the date of the regular council meeting or at such later time on that same date as may be determined by the City Council or City Manager. SECTION 3. Resolution No. 2014-106 is hereby repealed. SECTION 4. Nothing in this Resolution shall be construed as (a) prohibiting the City Council from cancelling a regular meeting of the City Council provided that at least one regular meeting of the City Council is held during each calendar month in compliance with Section 2.13 of the City Charter, or (b) altering the authority of the Mayor or any two council members to call a special meeting of the City Council in accordance with Section 2.13 of the City Charter. SECTION 5. This Resolution shall become effective immediately upon its approval and shall apply to all regular meetings and Study Session workshops held after said effective date. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF FARMERS BRANCH, TEXAS, THIS 5TH DAY OF APRIL, 2016. ATTEST: APPRO ED: Airy Amy Piukana,/ity ' ecretary Bob Phelps, Mayor 1 APPROVED AS TO FORM: Peter G. Smith, City Attorney PGS:3-30-16:TM 76207) a 2 Staff Report City of Farmers Branch Farmers Branch City Hall 13000 Wm Dodson Pkwy Farmers Branch, Texas 75234 File Number: 18-138 Agenda Date: 9/25/2018 Status: Study SessionVersion: 1 File Type: ReportIn Control: City Council Agenda Number: A.4 Discuss agenda items for future City Council meetings. Page 1 City of Farmers Branch Printed on 9/20/2018 City Council -Future Agenda Items Topic(s): Estimated Council Date:10/01/2018 Amending Appendix A SUP LBJ Freeway Municipal Drainage Utility Fee Schedule Amend Chapter 82 Speed Limits Update Streetscape Standards Painting of Storage Tank City ofDallas Presentation Panhandling Star of Texas Award –Officer Thinh Nguyen Award of Certificate of Distinction in Performance Management Topic(s): Estimated Council Date:TBD Masonry Ordinance (BB) Green Space (AR) Monica Hardman –City of Dallas Homeless Initiatives(Oct-2018) Boards & Commissions Board Structure Review (Feb-2019) *All items are subject to change Staff Report City of Farmers Branch Farmers Branch City Hall 13000 Wm Dodson Pkwy Farmers Branch, Texas 75234 File Number: 18-154 Agenda Date: 9/25/2018 Status: CeremonialVersion: 1 File Type: DonationIn Control: City Council Agenda Number: D.1 Consider accepting a donation from Eagle Gun Range in the amount of $1,740 to the Police Department; and take appropriate action. BACKGROUND: In celebration of their one year anniversary, Eagle Gun Range has conducted a raffle with all proceeds being donated to the Farmers Branch Police Department. The Police Department plans to utilize the donation in order to purchase Stopsticks for patrol cars. RECOMMENDATION: City Administration recommends accepting the donation from the Eagle Gun Range in the amount of $1,740. POSSIBLE COUNCIL ACTION: 1. I move to accept a $1,740 donation from Eagle Gun Range. 2. I move to deny a $1,740 donation from Eagle Gun Range. 3. I move to table the issue for further study or take no action. ATTACHMENTS: 1. Thank you letter Page 1 City of Farmers Branch Printed on 9/20/2018 September 25, 2018 Eagle Gun Range David Prince 14400 Midway Road Farmers Branch, Texas 75244 Dear Mr. Prince, On behalf of the City Council, the citizens of Farmers Branch, and the City Staff I thank youfor the generous donation in the amount of $1,740to the Farmers Branch Police Department. Keeping our community safe has always been a top priority in Farmers Branch and we appreciate your support. Sincerely, Robert C. Dye, Mayor Staff Report City of Farmers Branch Farmers Branch City Hall 13000 Wm Dodson Pkwy Farmers Branch, Texas 75234 File Number: TMP-2950 Agenda Date: 9/25/2018 Status: CeremonialVersion: 1 File Type: CeremonialIn Control: City Council Agenda Number: D.2 Presentation of a service award to Randy McKemie for twenty years of service in the Police Department. BACKGROUND: Randy McKemie began his career with the Farmers Branch Police Department on September 1, 1998. He served as a Detention Officer for a month while waiting to attend the next available police academy. Upon graduating the police academy, Randy was assigned to the patrol division and served there until 2002. Randy was selected to serve in the criminal investigation division as a police detective in 2002 where he specialized in auto theft and later in financial crimes. Randy was selected in 2014 to serve as the Court Warrant Officer and served in that capacity until 2015. Randy is currently assigned to 2nd Watch in the Patrol Division and continues to serve our community with courage and honor. Randy has served as a hostage negotiator, is a certified crime prevention specialist and currently serves as a member of the Police Department Honor Guard. Randy is a certified as a Master Peace Officer through the Texas Commission on Law Enforcement. Randy has received 17 commendations for exemplary service to our community during his tenure with the City. Randy grew up in Farmers Branch and is known by many members of our community. He has the gift of engaging and speaking to anyone and brings a calm reassuring voice to every situation. Thank you for twenty years of dedicated service protecting the citizens of Farmers Branch. Page 1 City of Farmers Branch Printed on 9/20/2018 Staff Report City of Farmers Branch Farmers Branch City Hall 13000 Wm Dodson Pkwy Farmers Branch, Texas 75234 File Number: 18-134 Agenda Date: 9/25/2018 Status: Consent AgendaVersion: 1 File Type: MinutesIn Control: City Council Agenda Number: H.1 Consider approving minutes of the City Council meeting held September 11, 2018; and take appropriate action. Page 1 City of Farmers Branch Printed on 9/20/2018 City Council Minutes September 11, 2018 1 Farmers Branch City Hall 13000 William Dodson Pkwy Farmers Branch, TX 75234 Presiding: 1 -Mayor Robert C. Dye Present: 5-Mayor Pro Tem John Norwood;Council Member Bronson Blackson, Council Member Ana Reyes; Council Member Terry Lynne;Deputy Mayor Pro Tem Mike Bomgardner Staff: - Charles Cox, City Manager; John Land, Deputy City Manager; Amy Piukana, City Secretary; Braden Metcalf, City Attorney, Kevin Laughlin, City Attorney; Tina Firgens, Director of Planning; Benjamin Williamson, Assistant to City Manager, Allison Cook, Director of Economic Development; Hugh Pender, Building Official; Brian Beasley, Director of Human Resources; David Hale, Police Chief; Dean Habel, Deputy Police Chief; Steve Parker, Fire Chief; Shane Davis, Director of Sustainability and Environmental Services; A.CALL TO ORDER -STUDY SESSION Mayor Dye called the Study Session meeting to order at 3:00 p.m., he noted today is the remembrance of 911 and he asked everyone to remember our first responders, military, armed forces and public safety. Council convened into closed executive session at 3:03 p.m. (Town of Addison) The City Council recessed from closed executive session at 3:32 p.m. Motion made by Mayor Pro Tem Norwood to authorize the City Manager be authorized to negotiate and execute agreements with the Town of Addison regarding Farmers Branch Creek containing the substantive terms presented at this meeting subject to approval as to form by the City Attorney. Motion seconded by Deputy Mayor Pro Tem Bomgardner. Motion prevailed by the following vote: Ayes: 4 -Mayor Pro Tem Norwood, Deputy Mayor Pro Tem Bomgardner; Council Member Reyes; Council Member Lynne Nayes:1 -Council Member Blackson City of Farmers Branch City Council Minutes Council ChambersTuesday, September 11, 2018 City Council Minutes September 11, 2018 2 A.1 18-116 Discuss regular City Council meeting agenda items. Council Member Lynne asked for clarification regarding Agenda Item I.4, in regards to Certified Values. He asked totally exempt 2296 parcels. He asked for clarification on Freeport. City Manager Charles Cox noted this is the first time we have included Certified Values. He explained some of these exemptions are allowed by state law and some are approved by the City Council. He noted the total exemptions are nonprofit related or under $500 in value and other exemptions are non profits such as churches. Mr. Cox stated homestead exemption allows a 20% reduction to be taken off the market value. He stated this was approved by the City Council in the past. He reviewed other examples of tax exemptions, which included cap value, senior exemption and the Freeport exemption. Council Member Lynne asked for clarification on Agenda Item, I.8 in regards to renaming the Senior Center. He stated he prefers “The Farmers Branch Connection”instead of “The Branch Connection”, noting he will defer to the will of the Council. After discussion Mayor Pro Tem Norwood explained the council reviewed this item at the last study session, and the proposed name was recommended by the Senior Advisory Board twice. He stated he supports the Senior Advisory Boards recommendation. Council Member Lynne asked for clarification on Agenda Item I.9, if additional funds are necessary for this item. Director of Environmental and Sustainability Shane Davis replied stating there is no additional funding requested, and the North Central Council of Government will reimburse the City. Council Member Lynne asked for clarification on Agenda item K.1, for the Municipal Judge. Mr. Cox replied stating this item will be discussed during executive session. Deputy Mayor Pro Tem Bomgardner asked if any Council Members have issues with the budget. He stated he feels the process and retreat was fantastic and staff explained the reasoning. Council Member Reyes thanked staff for their efforts, noting this was a collaborative budget. She expressed concerns with the Police Officers that have reached the maximum within their salary range. Mr. Cox replied stating all systems are utilizing the step process.He further stated this is a career they have chosen, and the step differentials are 4.5% between each step with a seven step process. He noted the City does market adjustments, and Police and Fire move up within 7 years to obtain their max. He further stated nonpublic safety employees do not make the maximum that quickly. City Council Minutes September 11, 2018 3 Director of Human Resources Brian Beasley explained there is a maximum at every scale and this is the dynamic of having a free market. He further stated Public Safety employees know the pay range prior to accepting employment. He explained the proposed maximum is approximately $84,000 for a Police Officer. Council Member Lynne stated the Police salary is always going to be a moving target with cities around us. He stated we have seven steps and you can look at it a couple of ways. If you stay in Patrol, you will reach maximum after seven years. He stated the opportunity is to advance and move up to a different position to obtain a better salary. Deputy Mayor Pro Tem Bomgardner stated 42% of the General Fund goes to the Police and Fire Department. He stated we have many things to accomplish with this budget. He further stated the Police Chief has stated in the past, that we are not losing employees due to pay. Council Member Reyes asked how many officers are maxed out in pay. Mr. Beasley replied stating 22 officers have reached the maximum pay. Mr. Cox explained City Administration worked with Human Resources to prepare a fair pay structure, which included Police involvement. He stated they agreed to the current structure. Council Member Reyes stated her feedback from Police is that they are not in agreement with this plan. Mr. Cox explained the objective is to review and provide a recommendation on what is fair. He further stated in his opinion, the proposed budget is fair. He further stated the City would have another compensation study in two years. Mr. Cox stated we have reviewed and are cognizant of other cities, noting in two years the City will have another compensation study. Mayor Pro Tem Norwood stated he supports the budget, as is. He suggested utilizing incentive pay or merit based pay instead of a salary increase. Chief Parker explained Peace Officers could obtain certifications and receive incentive pay for language, and degrees. He explained promotion is the best way to move up. Mr. Beasley stated we could review these ideas. If the City switches to a merit increase, not everyone may receive an increase compared to the step plan. Council Member Reyes explained she supports incentives in addition to the steps. Deputy Mayor Pro Tem Bomgardner stated this is a two part discussion, and outside of what Council should review. He stated salaries are administrative issues. He explained the Police Officer’s Association is trying to solicit and speak with Council, which he feels is a concern. Council Member Reyes stated elected officials are here to serve and she stated she welcomes the Police Officer’s Association’s input. City Council Minutes September 11, 2018 4 Council Member Blackson stated Council sets policy and the City Manager executes. Mr. Cox stated Staff plans to look into shift pay and could consider basing it as hazard pay. He further stated we have not received a healthcare increase in six years. Deputy Mayor Pro Tem Bomgardner noted he did have some hesitation with the Aquatics Center, but feels the proposed budget is fair. He asked for if anyone had any issues with Agenda Item, J.6, (Mower Medic). Council Member Blackson stated his only issue, is the outdoor storage. He explained the site has two frontages. Director of Planning Tina Firgens stated the property is zoned PD-70 which allows outdoor storage with an approved SUP permit. She explained this item could be approved or denied at Council’s discretion. She further stated the Planning and Zoning Commission requested landscaping and berm be added. Mayor Pro Tem Norwood stated this is an existing use noting the outdoor storage area has sufficient screening. He stated he has no issues with the outdoor storage. Ms. Firgens stated the Council might want to consider reviewing the outdoor storage to regulations to see if any amendments are necessary. Council Member Lynne stated he supports outdoor storage, as long as it is screened, and additional landscaping is added. A.2 18-130 Receive an update from the Parks and Recreation Board. Parks and Recreation Board Chair Jan Wooldridge provided City Council with an update regarding the following upcoming projects: (1) Dog Park –Looking at the Barney Wood Football Field or Old Landfill Site, (2) New Holiday Event –Looking at Liberty Plaza, StarCenter, & The Grove, (3) JNCity Council had an area of focus the Board should address. Council Member Lynne asked if we could utilize Keep Farmers Branch Beautiful (KFBB) non-profit to see if they could help with dog park funding. He suggested following up with the KFBB. Park Chairman Wooldridge stated it depends on the Keep Farmers Branch Beautiful bylaws. Council Member Blackson stated you could utilize a nonprofit (example: FBDog) to assist and apply for grants. Deputy Mayor Pro Tem Bomgardner asked if there are any statistics on how far people travel to attend a dog park. Deputy Mayor Pro Tem Bomgardner stated he feels the Barney Wood football field seems more feasible. Ms. Wooldridge stated she does not have this information. Council Member Lynne stated a small dog park would be located on the west side with new housing. City Council Minutes September 11, 2018 5 Council Member Blackson stated he supports a dog park at the Barney Wood Football Field. Council Member Reyes suggested having the community assist with the naming of the new dog park. A.3 TMP-2877 Receive an update from the Historical Preservation and Restoration Board. Chairman Ann Christmanbriefed City Council regarding this item. She reviewed the following Historical Park Objectives: 1) Tell the story of North Texas’ history, 2) Attract visitors by marketing high quality & entertaining exhibits & events, 3) Preserve and enhance our historic buildings, facilities and infrastructure, 4) Be fiscally responsible and sustainable with the Hotel/Motel funding, and 5) Become an accredited facility in conjunction with sustainability. She reviewed the following future projects: The Barn Project, Event Center, Museum, Welcome Center, Information area, Exhibit space, Classroom space, Gift shop. She stated since June 2018, the board has taken the following steps: 1) Begin the process of following the Steps program,(state and local history program)2) Research barns as a museum event center that includes a welcome museum information center, exhibit and classroom space and a gift shop, 3) Implement an improved system for new board member orientation, 4) Continue to work with select members of the City Council to fine tune and implement a Strategy Plan. She summarized thanking the City Council for their support. Mayor Pro Tem Norwood asked for an update regarding the Gilbert House and Church update. Mr. Harting suspects completion would be this month. Council Member Lynne stated he is excited and interested in the barn, and stated he would like to participate. Historical Park Chairman noted the meetings are open for anyone to provide input and noted the barn tour is next week. Mayor Pro Tem Norwood stated the subcommittee’s intent was not to exclude anyone and he stated this minimizes quorum issues. Council Member Lynne announced the Friends of the Historical Park will hold an event on Oct 4th,and a tour of the Church and (Garden Party) Gilbert house on November 14th. A.4 18-140 Receive an update from the Zoning Board of Adjustment/Building Code Board of Appeals. Chairmanof the Zoning Board of Adjustments (ZBA) John Tarleton provided an update noting this year the ZBA had six cases in request to citizen concerns. Deputy Mayor Pro Tem Bomgardner asked if there are any issues that may need ordinance amendments. Mr. Tarlton stated staff works to correct issues. He gave an example of 6 ft.fence which was recently addressed by the Council. Mr. Tarlton stated the board is concerned with term limits, noting the committee has members with years of experience and he hates to lose this wisdom. City Council Minutes September 11, 2018 6 Mayor Pro Tem Norwood asked how often the alternates areseated. Mr. Tarlton stated alternates attend meetings, provide input by participating; however, they do not vote unless they are needed fora quorum. Council Member Reyes asked what the current terms arefor the Planning and Zoning Commission and the Zoning Board of Adjustment/Board of Appeals. City Secretary Amy Piukana stated the Planning and Zoning Commission has three-year terms and the Zoning Board of Adjustment has two-yearterms with a six-yearterm limit. Mayor Pro Tem Norwood stated this topic should be discussed in February 2019 when the Council will bediscussing all board and commission structures. A.5 18-129 Discuss agenda items for future City Council meetings. Mayor Dye asked for future discussion on setting long-termgoal 2030, to discuss steps on water conversation, such as turf reductions and a plan to conserve. Council Member Lynne asked for discussion on The Grove alcohol allowance in regards to alcohol and the possibility of rebranding. Mayor Dye recessed into closed executive session at 5:36p.m. and reconvened into open session at 5:56 p.m. B. EXECUTIVE SESSION B.1 18-122 Council may convene into a closed executive session pursuant to Section 551.074 of the Texas Government Code to deliberate regarding: (a.) Evaluation of the Municipal Court Judge Council may convene into a closed executive session pursuant to Section 551.072 of the Texas Government Code to deliberate regarding: (b.)Discuss the purchase, exchange, lease or value of real property located at 1645 and 1667 Keenan Bridge Road, Farmers Branch, TX. (c.) Discuss the purchase, exchange, lease or value of real property located at Lot 4, Block A of The Shops at Branch Crossing. Council may convene into a closed executive session pursuant to Section 551.074 of the Texas Government Code to deliberate regarding: (d.) Discuss a settlement agreement with the Town of Addison to resolve disputes pending under TCEQ Permit Nos. 5383 and 5383A and Farmers Branch Creek. C.CALL TO ORDER –REGULAR MEETING AT 6 P.M. Mayor Dye called the regular meeting to order at 6:04 p.m. Mayor Dye thanked all first responders for their service, including our military. D.INVOCATION & PLEDGE OF ALLEGIANCE Fire Department Chaplain Bert Alexander provided the invocation andMayor Dyeled the pledge of allegianceand pledge to the Texas flag. City Council Minutes September 11, 2018 7 E.CEREMONIAL ITEMS E.1 TMP-2884 Presentation of the Distinguished Budget Presentation Award and Certificate of Achievement for Excellence in Financial Reporting by the Government Finance Officers Association of the United States and Canada. Mayor Dye presented Directorof FinanceSherrelle Evans-Jones with the Distinguished Budget Award and Certificate of Achievement for Excellence in Financial Reporting by the Government Finance Officers Association of the United States and Canada. Finance Director Sherrelle Evans Jones, Chief Financial Officer Mayve Strong, and Purchasing Agent Lee Hammockwere allin attendance to acceptthis award. F.REPORT ON STUDY SESSION ITEMS Mayor Pro Tem Norwood provided a report of the Study Session items. G.MAYOR AND CITY MANAGER’S REPORT ON ITEMS OF COMMUNITY The rate is in on the Farmers BranchPower Switch. Energy broker iChoosr has negotiated a base rate of 5.5 cents per kilowatt hour. Added to Oncor’s state-mandated delivery charge, the average of 9.3 cents can save some FarmersBranch homeowners hundreds of dollars a year in electricity by pooling their buying power as part of this program. Registration remains open for two more weeks, through September 25. Find out more at farmersbranchtx.gov/fbpowerswitch or call 972.919.2505. Due to cloud cover, tonight’s scheduled Star Party at the Farmers Branch Historical Park is being postponed until this Thursday. Call 972.406.0184. Date Night in the Park is planned this Saturday, September 15 at the Farmers Branch Historical Park. The Buffalo Ruckus will be on hand to provide live music while many of DFW’s most popular food trucks line the meadow. The outdoor movie, after dark, will be the 2018 hit “Ocean’s 8.” Find out more at fbspecialevents.com. Registration is open through September 25 for the Farmers Branch Power Switch. The voluntary program that offers residents the chance to pool their buying power in an effort to lower their electric bill. Find out more at farmersbranchtx.gov/fbpowerswitch or call 972.919.2505. The Farmers Branch Manske Library has rescheduled their outdoor movie, “Jumanji: Welcome to the Jungle” to Saturday, September 22 in the amphitheatre directly outside the library building. Showtime is dusk. Registration is also open for National Night Out, coming Tuesday, October 2. Neighborhoods holding parties are asked to register at 972.919.9304 in order to have public safety and City officials come by. And, In their conference last week in Milwaukee, the 850-member City-County Communications and Marketing Association elected Farmers Branch Communications Director Tom Bryson as their national president. You can sign up for that eNews at farmersbranchtx.gov to have current City news and information delivered directly to your eMail box. H. CITIZEN COMMENTS There were nocitizens that wished to speak. I. CONSENT AGENDA City Council Minutes September 11, 2018 8 I.1 18-127 Consider approving minutes of the special called City Council retreat meeting held August 15-16, 2018, and the regular City Council meeting held on August 21, 2018; and take appropriate action. I.2 18-126 Consider excusing the absence of Deputy Mayor Pro Tem Bomgardner from the August 21, 2018 City Council meeting; and take appropriate action. I.3 R2018-79 Consider approving Resolution No. 2018-79approving a detailed site plan for signage on a multifamily development located at 14650 Landmark Boulevard; and take appropriate action. I.4 ORD-3524 Consider adopting Ordinance No. 3524approving the 2018 tax roll certified by the Dallas Central Appraisal District; and take appropriate action. I.5 R2018-83 Consider approving Resolution No. 2018-83 updating the City’s investment policy; and take appropriate action. I.6 ORD-3521 Consider adopting Ordinance No. 3521, amending the Code of Ordinances Chapter 62, Signs,Advertising, Merchandise and Display by amending Section 22 to increase the number of days a special occasion banner can be displayed and adding a grand opening banner; and take appropriate action. I.7 R2018-80 Consider approving Resolution No. 2018-80authorizing the City Manager to purchase 27 replacement ticket writers and accessories from Tyler Technologies for use by the Police Department;and take appropriate action. I.8 R2018-81 Consider approving Resolution No. 2018-81 renaming the “farmers Branch Senior Center” to “The Branch Connection ; and take appropriate action. I.9 R2018-84 Consider approving Resolution No. 2018-84 authorizing an Interlocal Cooperation Agreement with the North Central Texas Council of Governments Pursuant to the 2017-18 Blue-Green-Grey Application for New Ideas Funding Opportunity. Motion made by Council Member Blacksonto approve Consent items I.1 through I.9, as presented. Motion seconded by Deputy Mayor Pro Tem Bomgardner. Motion prevailed by the following vote: Aye: 5 -Mayor Pro Tem Norwood, Deputy Mayor Pro Tem Bomgardner, Council Member Blackson, Council Member Reyes,Council Member Lynne J.PUBLIC HEARINGS J.1 18-133 Conduct a public hearing on the Proposed Fiscal Year 2018-19 Operating and Capital Improvement Program Budget in accordance with Article IV of the City Charter;and take appropriate action. City Council Minutes September 11, 2018 9 Director of Finance Sherrelle Evans-Jones explained a public hearing is being heldto consider the 2018-19 Operating and Capital Improvement Program Budget. Mayor Dye opened the public hearing. Mr. Brian Ferguns, spoke regarding the Creek behind his home, and had concerns with funding to assist with retaining wall repairs behind his property. Mr. Cox stated currently Freese and Nichols identified$25 milliondollars to fix creek issues. He explainedthe current budget has prioritized projects within the budget, noting this will be an ongoing project. He further stated City willneed creek access and plans to work with property owners to obtain easements to access the creek. He introduced Director of Public WorksMarc Bentley and suggested contacting him for further assistance and to identify target dates. There being no one else that wished to speak, a motionwasmade by Council Member Blacksonto close the Public Hearing. Motion seconded by Deputy Mayor Pro Tem Bomgardner. Motion prevailed by the following vote: Aye: 5 -Mayor Pro Tem Norwood, Deputy Mayor Pro Tem Bomgardner, Council Member Blackson,Council Member Reyes,Council Member Lynne J.2 ORD-3512 Conduct a public hearing and consider adopting Ordinance No. 3512 amending Planned Development District No. 100 (PD-100) as it relates to amending the administrative processes specified within the zoning district, approximately 54.5 acres located on the south side of Valley View Lane, on the north side of Wittington Place, west of the future extension of Hutton Drive, and approximately 450 feet east of Chartwell Crest; and take appropriate action. Director of Planning Tina Firgens briefed City Council regarding this item. Ms. Firgens stated the City has received a request from MM Kensington, LLC, applicant, to amend Planned Development No. 100 (PD-100) as it relates to administrative processes specified within the zoning district, in order to allow them to submit a detailed site plan and construction plans prior to obtaining the required Certificate of Completion from the Texas Commission on Environmental Quality (TCEQ). Due to the time that is needed in order for the applicant to obtain the Certificate of Completion from TCEQ, they are requesting that the PD-100 ordinance be amended to allow them to submit their detailed site plan for review and consideration by the Planning and Zoning Commission and City Council, as well as submit their civil construction plans for review only, prior to obtaining the Certificate of Completion from TCEQ. The applicant submitted an application to enter the Voluntary Cleanup Program (VCP) administered by TCEQ.She noted the Planning and Zoning Commission voted unanimously to recommend approval of the PD-100 amendment as presented. Council Member Reyes asked about the timeframe of this project. Ms. Firgens introduced Michael Beatywho stated the process was started two years ago with an application to TCEQ, he noted they cleaned up the site in December and January City Council Minutes September 11, 2018 10 and is working toward finalizing theMSD certificate through TCEQ. He explained he is trying to move forward and expedite the process by submitting civil plans. Council Member Reyes asked if TCEQ does not provide a certificate of completion, you could potentially lose money. Mr. Beaty replied stating Mr. Moayedihas made a huge investment and is moving forward with the MSD. Council Member Reyes asked if we move forward tonight, what liabilitydoes the City have, if the certificate of completion is not obtained from TCEQ. City Attorney Braden Metcalf replied stating we can’t promise anything prior to approval, we are not liable since theapplicant is assuming all the risk. Council Member Blackson asked if the City has to issue a refund for permit feesif theitem is denied byTCEQ. Ms. Firgens stated no refund wouldbe issued and the requestallows them to move forward during the down time. After discussion, Mayor Dye opened the public hearing. There being no one present that wished to speak, a motion was made by Council Member Reyesto close the public hearing and approve Ordinance No. 3512, as presented. Motion seconded by Council Member Blackson. Motion prevailed by the following vote: Aye: 5 -Mayor Pro Tem Norwood, Deputy Mayor Pro Tem Bomgardner, Council Member Blackson, Council Member Reyes,Council Member Lynne J.3 ORD-3513 Conduct a public hearing and consider adopting Ordinance No. 3515 to amend Planned Development District No. 95 (PD-95) including but not limited to landscaping, building materials and signage requirements for the 9.6 acre property located on the west side of Dallas North Tollway and approximately 360 feet south of Spring Valley Road; and take appropriate action. Director of Planning Tina Firgens spoke regarding this zoning case, noting This is a city- initiated zoning amendment to amend the Comprehensive Zoning Ordinance (CZO) as it relates to reducing front, side and rear yard area standards and increasing maximum lot coverage requirements of one-family and two-family residence zoning districts in order to accommodate a larger building area, or building envelope, for properties located within these types of zoning districts. The zoning districts affected include: One-Family Residence District-2 (R-2); One-Family Residence District-3 (R-3); One-Family Residence District-4 (R-4); One-Family Residence District-5 (R-5); One-Family Residence District-6 (R-6); Two-Family Residence District-1 (D-1); and Two-Family Residence District-2 (R-2). Additionally, staff is proposing to modify existing definitions and add definitions related to lots of various different types to provide additional clarification within the CZO. She reviewed text amendments. City Council Minutes September 11, 2018 11 Ms. Firgens explained on December 12, 2017, City Council directed staff to move forward with amending the CZO in this manner in order to provide a larger building area for single- family and two-family lots to accommodate new home construction and additions onto existing homes within the city.She presented the following breakdown of regulations. Council Member Blackson asked for clarification regarding the rear residential setbacks, noting we are missing the rear setbacks. He stated we shouldallow redevelopment that fits the person. Council Member Blackson suggested allowing a 20 ft. front yard setback, and asked why height is referenced instead of stories. (Single Story) Ms. Firgens stated she referenced the 35 ft. height,noting it might beeasier to govern with exact numbers. Mayor Pro Tem Norwood made a motion to table this item to allow staff to re-evaluate the setbacks. Deputy Mayor Pro Tem Bomgardner asked for a list of other communities with smaller setbacks so he could drive over and see the appearance. Ms. Firgens stated she would review and provide community examplesand bring this item to a future Study Sessionmeeting. City Council Minutes September 11, 2018 12 Mayor Dye opened the public hearing. There were no citizens that wished to speak. MayorPro Tem Norwood made a motion to close the public hearing and recommended tabling the itemtoa future study session meetingto review setbacks. Motion seconded by Deputy Mayor Pro Tem Bomgardner. Motion prevailed by the following vote: Aye: 5 -Mayor Pro Tem Norwood, Deputy Mayor Pro Tem Bomgardner, Council Member Blackson, Council Member Reyes,Council Member Lynne J.4 ORD-3515 Conduct a public hearing and consider approval of Ordinance No. 3515 to amend Planned Development District No. 95 (PD-95) including but notlimited to landscapingbuilding materials and signage requirements for the 9.6-acre property located at on the west side of Dallas North Tollway and approximately 360 feet south of Spring Valley Road; and takeappropriate action. Planning Manager Andreea Udreabriefed City Council regarding this item. Ms. Udreea explained The City has received a request from JPI Real Estate Acquisition, LLC, the applicant, to amend Planned Development District No. 95 (PD-95) as it relates to landscaping, building materials and signage requirements. The subject property is an approximately 9.6-acre site and is comprised of three currently undeveloped lots.the applicant is proposing to remove the requirement that trees shall be installed along the private driveways and travel ways at a distance not greater than 65 feet apart. The reason for this request is thatthe PD also requires a minimum 100 square feet of planting area for the trees along the internal drives, thus resulting conflicting dimensional provisions. The proposed PD amendment allows for flexibility in the placement of the street trees along internal drives, taking into consideration the minimum planting area. City Administration supports this proposed text amendment. She stated on August 27, 2018, the Planning and Zoning Commission voted unanimously to recommend approval of the Zoning amendment as presented in Ordinance No. 3515. Council Member Lynne stated he is concerned with lowering the masonry requirement on this projectand asked to speak to the applicant. The applicant Brian Grant, JPI, and Darren Williams spoke and provided a presentation on the Jefferson East Branch Apartment Development. The City Councildiscussed metal panel material andmaintenance. Mr. Grant replied stating this is an investment and all material used will be high quality. He reviewedthe site plan and community amenities. Council Member Blackson stated he supports the project, and proposedmetal materials with the newdesigns, noting this is what sets us apartfrom other cities. After discussion, Mayor Dye openedthe public hearing. There being no one present that wished to speak, a motion was made by Mayor Pro Tem Norwoodto close the public hearing and approve Ordinance No. 3515, as presented. Motion seconded by Council Member Blackson. Motion prevailed by the following vote: City Council Minutes September 11, 2018 13 Aye: 5 -Mayor Pro Tem Norwood, Deputy Mayor Pro Tem Bomgardner, Council Member Blackson, Council Member Reyes,Council Member Lynne J.5 R2018-77 Consider approving Resolution No. 2018-77 for a Detailed Site for a mixed-use development on a 5-acre property located at 14175 Dallas North Tollway; and take appropriate action. Director of Planning Tina Firgens briefed City Council regarding this item. With the DetailedSite Plan request, the applicant is also requesting amendments to PD-95. The applicant is proposing internal private drives to serve the entire development within PD- 95. All exterior building façades will be at least 65% masonry product. The applicant is proposing a combination of two colors of brick, specialty materials (metal panel and cementitious panels -NichihaTM panels), stucco and wood siding for accent. The Detailed Site Plan includes a total of 593 parking spaces; 581 parking spaces are proposed within the parking structure and 12 on-street parallel parking spaces are provided along the northern side of the main internal drive. Approximately 22% of the site will be landscaped open space along all internal streets and within the interior courtyards. In addition, JPI will partner with the City to install a trail system throughout the adjacent ONCOR property located along the western side of the site. This trail system is part of a larger trails network that is proposed throughout the City’s East Side to connect all ONCOR easements and abandoned railways. She stated the applicant is proposing to install wall signs on each building elevation. The signs proposed are a combination of typical wall signs, but also include blade signs. Ms. Firgens summarized stating the Planning and Zoning Commission voted unanimously to recommend approval of the Detailed Site Plan as presented. ApplicantKevin Woodard, Owner of the Mower Medic spoke stating when the fence was originally constructed,the contractor was supposed to pull a permit. He stated this submittal includes his request for a SUP noting nothing would be visible outside of the fenced area. After discussion, Mayor Dye opened the public hearing. There being no one present that wished to speak, a motion was made by Council Member Blackson to close the public hearing. Motion seconded by Council Member Reyes. Motion prevailed by the following vote: Aye: 5 -Mayor Pro Tem Norwood, Deputy Mayor Pro Tem Bomgardner, Council Member Blackson,Council Member Reyes, Council Member Lynne Motion made by Council Member Reyesto approve Resolution No. 2018-77, as presented. Motion seconded by Council Member Lynne. Motion prevailed by the following vote: Aye: 5 -Mayor Pro Tem Norwood, Deputy Mayor Pro Tem Bomgardner, Council Member Blackson, Council Member Reyes,Council Member Lynne J.6 ORD-3519 Conduct a public hearing and consider adopting Ordinance No. 3519 for a Specific Use Permit to allow outdoor storage located at City Council Minutes September 11, 2018 14 13860 N. Stemmons; and take appropriate action. Director of Planning Tina Firgens briefed City Council regarding this item. She stated the applicant, Kevin Woodard, is requesting a Specific Use Permit (SUP) to allow for outdoor storage at the rear of the existing building. The use of the property is retail service use; Mower Medic provides sale and maintenance service of lawn mower equipment, which is permitted within the zoning district. The site is located within Planned Development No.70 (PD-70) Freeway Sub-district, which requires approval of an SUP for outdoor storage. Ms. Firgens explained the outdoor storage area was constructed prior to a request for an SUP, the associated Detailed Site Plan proposes to achieve the intent of the PD-70 screening requirements with modifications to the screening requirements as recommended by the Planning and Zoning Commission, allowing taller plant materials to be installed without requiring the landscape berm. She summarized stating on August 13, 2018 the Planning and Zoning Commission voted unanimously to approve the SUP with the stipulation that the applicant plant a minimum of five foot tall shrubbery or plantings without the landscape berm. Mayor Dye opened the public hearing. There were no citizens that wished tospeak. Motion made by Council Member Lynne to close the public hearing and approve Ordinance No. 3519, as presented. Motion seconded by Mayor Pro Tem Norwood. Motion prevailed by the following vote: Ayes: 4 -Mayor Pro Tem Norwood, Deputy Mayor Pro Tem Bomgardner,Council Member Reyes; Council Member Lynne Naye: 1 -Council Member Blackson J.7 ORD-3520 Conduct a public hearing and consider adopting Ordinance No. 3520 for an amendment to the Planned Development District No.49 (PD-49) to allow pet store and small animal related use with outside runs and establish related development standards, with an associated Detailed Site Plan for a 0.46-acre site located at 13520 Inwood Road; and take appropriate action. Director of Planning Tina Firgens briefed City Council regarding this item. A request was received from John Dyer, applicant, to amend the PD-49 use to allow a pet store and small animal related uses with outside runs by right and allow signs permitted inaccordance with the Local Retail-1 (LR-1) zoning district. The proposed amendment is specific to Lot 2 and the remaining properties would be subject to the existing PD-49. She stated the future tenant, Dogtopia, provides small animal services, which is permitted in LR-1; however outdoor dog runs is not a permitted use within PD-49 or LR-1, which is the purpose of the amendment. PD-49 does not provide provisions for all sign types nor refer to the Sign Ordinance established for a specific zoning district.Signs within PD-49 have typically followed the City’s adopted Sign Ordinance for properties located within the LR-1 district. However, in order to minimize any potential confusion as it relates to interpreting applicable sign regulations and to provide clarification, this PD amendment will include provisions for signage that will reference the existing Sign Ordinance, specifically standards in accordance with the LR-1 district. The use of the property, Dogtopia, will be for small animal services, including retail, dog grooming, dog daycare, and dog boarding. The City Council Minutes September 11, 2018 15 existing building is 6,648 square feet and the addition of the outdoor run is proposed to be 948 square feet. The outdoor space is intended to be used for a play area for the boarding, grooming andtraining of dogs. The outdoor space will be screened from Inwood Road with a masonry wall that will complement and match the finish of the existing building. The wall will be made of CMU block and finished with stucco. Staff has received one (1) letter in opposition of the zoning request. She stated on August 13, 2018, the Planning and Zoning Commission considered this request and recommends approval of the Zoning amendment and associated Detailed Site Plan as presentedin Ordinance No. 3519. The City Council discussed number of parking spaces, fence heightto maintain animals inside the dog run area, and easement area near Oncor. Deputy Mayor Pro Tem Bomgardner asked if the company objecting is located north. Ms. Firgens replied stating the notification letter in opposition, is located at the building along the north side. Mr. Reeves, a consultant working with Dogtopia, provided presentation reviewing operational andsite information ofa proposed dog daycare center. Council Member Lynne asked if window graphics would be added to the site. Mr. Reevesreplied stating nographics will be added to windows. The applicant John Dyer spoke stating he did speak with Oncor to see if he could access and utilize their easement, however they cannot share the land due to liability. He agreed that he would increase the fence height to 7-8 ft. to ensure dogs cannot jump the fence. He further stated the outdoor area is monitored. Mayor Dye opened the public hearing. There being no one present that wished to speak, a motion was made by Council Member Blacksonto close the public hearing. Motion seconded by Mayor Pro Tem Norwood. Motion prevailed by the following vote: Ayes: 5 -Mayor Pro Tem Norwood, Deputy Mayor Pro Tem Bomgardner, Council Member Blackson; Council Member Reyes; Council Member Lynne Motion made by Deputy Mayor Pro Tem Bomgardner to approveOrdinance No.3520, as presented. Motion seconded by Council Member Blackson. Motion prevailed by the following vote: Ayes: 5 -Mayor Pro Tem Norwood, Deputy Mayor Pro Tem Bomgardner, Council Member Blackson; Council Member Reyes; Council Member Lynne K.REGULAR AGENDA ITEMS City Council Minutes September 11, 2018 16 K.1 ORD-3527 Consider adopting Ordinance No. 3527 appointing a Municipal Court Judge and Alternate Municipal Court Judge(s), establishing an annual salary; and take appropriate action. Finance Director Sherrelle Evans Jones briefed City Council regarding this item. Ms. Evans Jones explained the City Council interviewed the Municipal Court Judge during and Executive Session meeting held on August 21, 2018. The City Council recommended the following compensation. She noted the Council expressed a 4% increase to the Judges salary, which will be reflected in Ordinance No. 3527. City Attorney Braden Metcalf read aloud the following compensation numbers that were amended in Ordinance No. 3527. The Municipal Court Judge’s base compensation is $84,364.80 annually based upon $572.61 per designated court day and $95.44 for each day not designated as a court day when services are rendered. Additionally, services rendered outside normal and customary hours and/or due to emergency circumstances may be reimbursed at an additional rate of $95.44 per 24-hour period. The Alternate Municipal Court Judges’ base compensation is $84,364.80 annually based upon $572.61 per designated court day and $95.44 for each day not designated as a court day when services are rendered. Additionally, services rendered outside normal and customary hours and/or due to emergency circumstances may be reimbursed at an additional rate of $95.44 per 24-hour period. Motion made by Mayor Pro Tem Norwoodto approve Ordinance No. 3527, as amended. Motion seconded by Deputy Mayor Pro Tem Bomgardner. Motion prevailed by the following vote: Ayes: 5 -Mayor Pro Tem Norwood, Deputy Mayor Pro Tem Bomgardner, Council Member Blackson; Council Member Reyes; Council Member Lynne K.2 ORD-3522 Consider adopting Ordinance No. 3522 amending the Farmers Branch Code of Ordinances, Appendix A -Fee Schedule relative to fees for Meeting Rooms and City Facilities; Animal Control, EmergencyServices, Emergency Medical Services, Fire Prevention and Protection, Parks and Recreation user, rental and related fees; Sanitary Sewer System, Application and Service Rates and Billing Procedure, “Water Service Rates and Sewer Rates; amending Section 38-38 by amending the International Fire Code to add Inspection fees; amending Section 86-161(b)(1) relation to wastewater discharge permit requirements; and take appropriate action. Assistant to the City Manager Ben Williamson briefed City Council regarding this item. Mr. Williamson stated Ordinance No. 3522 consolidates all of the proposed fee changes into Appendix A to allow new and adjusted fees in FY 2018-19. He explained the only fee adjustment not included is the change to the municipal drainage utility charges since the state requires a public hearing process before they can be adjusted; this fee will be brought before Council on October 1st. All proposed fees are generally comparable to those charged for similar services in neighboring cities and are necessary to defray the rising costs associated with providing these services. Please note that the costs associated with water purchased from Dallas Water Utilities are 75% fixed and sewer treatment costs from the Trinity River Authority are 100% fixed –whether or not Farmers Branch uses a single City Council Minutes September 11, 2018 17 drop of water. Mr. Williamson reviewed the following fee amendments: City now has the capacity to rent 17 unique spaces across multipleCity facilities. Animal Services have new and updated fees to maintain market conditions. New is an animal impound fee which includes charges for Unsterilized Animal, Rabies Vaccination, and Surgical Sterilization. Ambulance transport rates will bring additional reimbursement to the City of Farmers Branch, but will not increase fees beyond our costs or raise the rates for residents beyond those charged by neighboring jurisdictions. A new Fire Inspection fee program is being implemented to assist with annual inspections. The Parks & Recreation Department proposes the following increase -Athletic game field rentals, Local tournament fee, Senior Center membership fee, Christmas Tea, Summer Funshine Program increase to $95wk (resident)/$150 (nonresident). He stated the following fee changes will result in a $153,752 increase in revenue. Utilities will implement a change fee for a “5-year Permit application fee for discharge of industrial waste into public sewer” is moving from $600 to $2,000. This is a pass-through cost from the TRA. Mayor Pro Tem Norwood asked if the City is accepting secured transactions when accepting credit card payments. Mr. Williamson replied stating this is a new process, and the City is installing new credit cardreaders and now accept payments by phone. After discussion, motion by Deputy Mayor Pro Tem Bomgardner to approve Ordinance No. 3522, as presented. Motion seconded by Council Member Reyes. Motion prevailed by the following vote: Ayes: 5 -Mayor Pro Tem Norwood, Deputy Mayor Pro Tem Bomgardner, Council Member Blackson; Council Member Reyes; Council Member Lynne K.3 ORD-3525 Consider adopting Ordinance No. 3525 amending the City’s 2017-18 Operating and Capital Improvement Program Budget to a level that is consistent with the City’s most current estimate of revenues and expenditures and approving and adopting the City’s 2018-19 Operating and Capital Improvement Program Budget and Strategic Plan; and take appropriate action. Director of Finance Sherrelle Evans-Jones briefed City Council regarding this item. She stated On July 30, 2018, the proposed 2018-19 fiscal year operating and capital budget was delivered to the City Council and copies were delivered to the Farmers Branch Manske Library and Farmers Branch Police Department. A copy of the budget was also placed on the City’s Website for review. The proposed budget was discussedwith City Council during a budget retreat held August 15th-16th and public budget work sessions held August 21st and earlier this evening. Citizen comments were also requested at a public hearing held earlier this evening. The proposed budget will raise less revenue from City Council Minutes September 11, 2018 18 property taxes than last year’s budget by an amount of $330,997, which is a 1.06% decrease from last year’s budget. The property tax revenue to be raised form new property added to the tax roll this year is $523,175. Ms. Evans-Jones explained City Administration worked diligently to develop a budget that not only reduced the tax rate, but also absorbed a planned $0.02 property tax rate increase for recently issued Quality of Life Bonds and new fire station debt. The proposed tax rate included in the budget is $0.599507. After discussion, motion by Council Member Blacksonto approveOrdinance No. 3525, as presented. Motion seconded by Deputy Mayor Pro Tem Bomgardner. The following roll call vote was taken: Ayes: 5 -Mayor Pro Tem Norwood, Deputy Mayor Pro Tem Bomgardner, Council Member Blackson; Council Member Reyes; Council Member Lynne K.4 ORD-3526 Consider adopting Ordinance No. 3526 to levy and adopt the tax rate for Fiscal Year 2018-19;and take appropriate action. Director of Finance Sherrelle Evans-Jones explained City Administration worked diligently to develop and present the budget that was presented earlier this evening to not only reduce the tax rate, but also absorb a planned $0.02 property tax rate increase for recently issued Quality of Life Bonds and new fire station debt. Property Tax Code Section 26.05(b) and Texas Local Government Code, Chapters 102, 111 and 140, all have requirements, notices, and/or motions that must be followed related to the budget and tax rate process. These requirements, notices, and/or motions vary depending upon whether or not a proposed property tax rate exceeds the lower of the effective tax rate or the rollback tax rate and/or whether this year’s tax levy to fund maintenance and operations expenditures exceeds last year’s maintenance operationstax levy. The proposed tax rate of $0.599507 is less than the calculated effective and rollback tax rates and this year’s tax levy to fund maintenance and operations expenditures does not exceed last year’s maintenance and operations taxlevy. The City has complied with all of the requirements governing the budget and tax rate process and a copy of the required tax notice is attached to this agenda item. The proposed tax rate of $0.599507 will be distributed as follows: $0.516722 for general fund maintenance and operations and $0.082785 for debt service distribution, per $100 assessed value. Ms. Evans-Jones explained State law requires that this ordinance be passed after the passage of the City’s fiscal year budget. Mayor Pro Tem Norwood stated we are unique, in that weare one of the only citiesthat have reduced the tax rate in our area. Motion made by Council Member Reyesto approve Ordinance No. 3526, as presented. Motion seconded by Mayor Pro Tem Norwood. The following Roll Call vote was taken: Ayes: 5 -Mayor Pro Tem Norwood, Deputy Mayor Pro Tem Bomgardner, Council Member Blackson; Council Member Reyes; Council Member Lynne City Council Minutes September 11, 2018 19 Mayor Dye recessedinto closed executive session at 9:06 p.m.and reconvenedinto open session at 9:33 p.m. L. TAKE ANY ACTION NECESSARY AS A RESULT OF THE CLOSED EXECUTIVE SESSION Motion made by Deputy Mayor Pro Tem Bomgardner to authorize the City Manager be authorized to negotiate and sign contracts and such other documents that are reasonable and necessary to sell to the Farmers Branch Local Government Corporation for the purpose of resale to Dallas Texans Soccer Club, Inc. (or assigns/affiliated entity) the City’s property located at 1645 and 1667 Keenan Bridge Road, Texas, for sales price of not less than $2.4 Million, said resale to be subject to a restriction agreement requiring development and use of said property for operation of a Soccer Club business or such other purpose as authorized by the City of Farmers Branch zoning ordinances. Motion seconded by Council Member Reyes. Motion prevailed by the following vote: Ayes: 4-Mayor Pro Tem Norwood, Deputy Mayor Pro Tem Bomgardner; Council Member Reyes; Council Member Lynne Nayes:1 -Council Member Blackson M.ADJOURNMENT Mayor Dyemotionedto adjournthe meeting at 9:39 p.m. Motion seconded by Mayor Pro Tem Norwood. Motion prevailed by the following vote: Ayes: 5 -Mayor Pro Tem Norwood, Deputy Mayor Pro Tem Bomgardner, Council Member Blackson, Council Member Reyes, Council Member Lynne The meeting adjourned at 9:39 p.m. Signed: _______________________Attest: _______________________ Mayor City Secretary Staff Report City of Farmers Branch Farmers Branch City Hall 13000 Wm Dodson Pkwy Farmers Branch, Texas 75234 File Number: R2018-86 Agenda Date: 9/25/2018 Status: Consent AgendaVersion: 1 File Type: ResolutionIn Control: City Council Agenda Number: H.2 Consider approving Resolution No. 2018-86 approving a negotiated settlement between the Atmos Cities Steering Committee and Atmos Energy Corp., Mid-Tex Division that adopts new natural gas rates for the City of Farmers Branch; and take appropriate action. BACKGROUND: The City, along with 171 other Mid-Texas cities served by Atmos Energy Corporation, Mid -Tex Division (“Atmos Mid-Tex” or “Company”), is a member of the Atmos Cities Steering Committee (“ACSC”). In 2007, ACSC and Atmos Mid-Tex settled a rate application filed by the Company pursuant to Section 104.301 of the Texas Utilities Code for an interim rate adjustment commonly referred to as a GRIP filing (arising out of the Gas Reliability Infrastructure Program legislation). That settlement created a substitute rate review process, referred to as Rate Review Mechanism (“RRM”), as a substitute for future filings under the GRIP statute. Since 2007, there have been several modifications to the original RRM Tariff. The most recent iteration of an RRM Tariff was reflected in an ordinance adopted by ACSC members earlier this year. On or about April 1, 2018, the Company filed a rate request pursuant to the RRM Tariff adopted by ACSC members. The Company claimed that its cost-of-service in a test year ending December 31, 2017, entitled it to additional system-wide revenues of $42.0 million. Application of the standards set forth in ACSC’s RRM Tariff required Atmos to reduce its request to $27.4 million. After review of the consultants’ report, the Company offered to settle for a system-wide increase of $25.9 million. Following further negotiations, ACSC’s Executive Committee agreed to recommend a system-wide rate increase of $24.9 million. That increase when allocated to ACSC members results in an increase of $17.8 million. The Effective Date for new rates is October 1, 2018. ACSC members should take action approving the Resolution before the end of September. Atmos generated proof that the rate tariffs attached to the Resolution will generate $24.9 million in additional revenues on a system-wide basis. That proof is attached as Attachment 1 to this Staff Report. ACSC consultants have agreed that Atmos’ Proof of Revenues is accurate. Given the fact that ACSC demanded that Atmos reflect reduced federal income taxes in its cost-of-service, as reflected in the RRM Tariff adopted earlier this year, Atmos reduced its rates in March. The rate increase associated with the Resolution is largely offset by the lowered federal income tax rates, such that out-of-pocket expense to consumers should be roughly the same under new rates as what was experienced by consumers last winter. A bill impact comparison is attached as Attachment 2. Page 1 City of Farmers Branch Printed on 9/20/2018 File Number: R2018-86 DISCUSSION: ACSC strongly opposed the GRIP process because it constitutes piecemeal ratemaking by ignoring declining expenses and increasing revenues while rewarding the Company for increasing capital investment on an annual basis. The GRIP process does not allow any review of the reasonableness of capital investment and does not allow cities to participate in the Railroad Commission ’s review of annual GRIP filings or allow recovery of Cities’ rate case expenses. The Railroad Commission undertakes a mere administrative review of GRIP filings (instead of a full hearing) and rate increases go into effect without any material adjustments. In ACSC’s view, the GRIP process unfairly raises customers’ rates without any regulatory oversight. In contrast, the RRM process has allowed for a more comprehensive rate review and annual evaluation of expenses and revenues, as well as capital investment. The Legislature’s GRIP process allowed gas utilities to receive annual rate increases associated with capital investments. The RRM process has proven to result in a more efficient and less costly (both from a consumer rate impact perspective and from a ratemaking perspective) than the GRIP process . Given Atmos Mid-Tex’s claim that its historic cost of service should entitle it to recover $42 million in additional system-wide revenues, the RRM settlement at $24.9 million reflects savings of $17.1 million. ACSC’s consultants produced a report indicating that Atmos had justified increased revenues of at least $21.7 million. Settlement at $24.9 million is fair and reasonable. The ACSC Executive Committee consisting of city employees of 18 ACSC members urges all ACSC members to pass the Resolution before September 30, 2018. New rates become effective October 1, 2018. RECOMMENDATION: Recommended motion by City Administration to adopt Resolution No. 2018-086 approving a negotiated settlement between the Atmos Cities Steering Committee and Atmos Energy Corp., Mid-Tex Division that adopts new natural gas rates for the City of Farmers Branch. POSSIBLE COUNCIL ACTION: 1. I move to approve adopting Resolution No. 2018-086 approving a negotiated settlement between the Atmos Cities Steering Committee and Atmos Energy Corp., Mid-Tex Division that adopts new natural gas rates for the City of Farmers Branch. 2. I move to table the issue for further study or take no action. ATTACHMENTS: 1.Attachment 1 2.Attachment 2 3.Resolution No. 2018-086 with Exhibits A, B, and C Page 2 City of Farmers Branch Printed on 9/20/2018 Attachment 1 ATMOS ENERGY CORP., MID-TEX DIVISION PROPOSED TARIFF STRUCTURE (BEFORE RATE CASE EXPENSE RECOVERY) TEST YEAR ENDING DECEMBER 31, 2017 Line No.(a)(b)(c)(d)(e)(f)(g)(h)(i)(j)(k) 1Proposed Change In Rates:24,900,000$ Schedule A 2Proposed Change In Rates without Revenue Related Taxes:23,357,466$ Ln 1 divided by Tax factor on WP_F-5.1 3 4 5 6 Revenue Requirements Allocations 7Residential 338,431,486$ 77.95%Per GUD 10170 Final Order 8Commercial 84,223,622 19.40%Per GUD 10170 Final Order 9Industrial and Transportation 11,490,316 2.65%Per GUD 10170 Final Order 10 Net Revenue Requirements GUD No. 10170 434,145,424$ 100.00% 11 12 13 14 15 16Increase to Customer Classes per GUD 10170 Final Order:Customer Charges Rounded Off and residential base charge increase for 2018 limited to $0.60 per RRM tariff: 17 18Customer Charges Current Prospective Revenues Customer Charges Proposed Change Proposed Change In Revenues Proposed Rates Proposed Revenues 19 20Residential Base Charge 18.35$ 0.50$ 9,103,979$ Residential Base Charge 0.50$ 9,156,798$ 18.85$ 345,211,285$ 21Residential Consumption Charge 0.13734$ 0.01118$ 9,103,979 Residential Consumption Charge 0.01112$ 9,051,844 0.14846$ 120,848,626 22Commercial Base Charge 41.95$ 1.54$ 2,265,658 Commercial Base Charge 1.55$ 2,278,481 43.50$ 63,944,478 23Commercial Consumption Charge 0.08746$ 0.00421$ 2,265,658 Commercial Consumption Charge 0.00419$ 2,253,573 0.09165$ 49,293,546 24I&T Base Charge 752.00$ 32.12$ 309,095 I&T Base Charge 32.00$ 307,968 784.00$ 7,545,216 25I&T Consumption Charge Tier 1 MMBTU 0.3172$ 0.0140$ 144,188 I&T Consumption Charge Tier 1 MMBTU 0.0140$ 144,244 0.3312$ 3,412,408 26I&T Consumption Charge Tier 2 MMBTU 0.2322$ 0.0102$ 118,338 I&T Consumption Charge Tier 2 MMBTU 0.0103$ 118,980 0.2425$ 2,801,237 27 I&T Consumption Charge Tier 3 MMBTU 0.0498$ 0.0022$ 46,570 I&T Consumption Charge Tier 3 MMBTU 0.0022$ 46,631 0.0520$ 1,102,180 28Total 23,357,466$ Total 23,358,519$ 594,158,976$ 29 WP_J-5 Page 2 of 7 Attachment 2 Line October 1, 2018 1 Rate R @ 45 Ccf CURRENT PROPOSED CHANGE 2 Customer charge 18.35$ 3 Consumption charge 45.0 CCF X 0.13734$ =6.18 4 Rider GCR Part A 45.0 CCF X 0.28533$ =12.84 5 Rider GCR Part B 45.0 CCF X 0.30630$ =13.78 6 Subtotal 51.15$ 7 Rider FF & Rider TAX 51.15$ X0.06604 =3.38 8 Total 54.53$ 9 10 Customer charge 18.85$ 11 Consumption charge 45.0 CCF X 0.14846$ =6.68 12 Rider GCR Part A 45.0 CCF X 0.28533$ =12.84 13 Rider GCR Part B 45.0 CCF X 0.30630$ =13.78 14 Subtotal 52.15$ 15 Rider FF & Rider TAX 52.15$ X0.06604 =3.44 16 Total 55.59$ 1.06$ 17 1.94% 18 19 Rate C @ 346.5 Ccf CURRENT PROPOSED CHANGE 20 Customer charge 41.95$ 21 Consumption charge 346.5 CCF X 0.08746$ =30.31 22 Rider GCR Part A 346.5 CCF X 0.28533$ =98.88 23 Rider GCR Part B 346.5 CCF X 0.22105$ =76.60 24 Subtotal 247.74$ 25 Rider FF & Rider TAX 247.74$ X0.06604 =16.36 26 Total 264.10$ 27 28 Customer charge 43.50$ 29 Consumption charge 346.5 CCF X 0.09165$ =31.76 30 Rider GCR Part A 346.5 CCF X 0.28533$ =98.88 31 Rider GCR Part B 346.5 CCF X 0.22105$ =76.60 32 Subtotal 250.74$ 33 Rider FF & Rider TAX 250.74$ X0.06604 =16.56 34 Total 267.30$ 3.20$ 35 1.21% ATMOS ENERGY CORP., MID-TEX DIVISION AVERAGE BILL COMPARISON - BASE RATES TEST YEAR ENDING DECEMBER 31, 2017 Attachment 2 36 Rate I @ 3907 MMBTU CURRENT PROPOSED CHANGE 37 Customer charge 752.00$ 38 Consumption charge 1,500 MMBTU X 0.3172$ =475.80 39 Consumption charge 2,407 MMBTU X 0.2322$ =558.79 40 Consumption charge 0 MMBTU X 0.0498$ =- 41 Rider GCR Part A 3,907 MMBTU X 0.2922$ =1,141.41 42 Rider GCR Part B 3,907 MMBTU X 0.4881$ =1,906.68 43 Subtotal 4,834.68$ 44 Rider FF & Rider TAX 4,834.68$ X0.06604 =319.28 45 Total 5,153.96$ 46 47 Customer charge 784.00$ 48 Consumption charge 1,500 MMBTU X 0.3312$ =496.80 49 Consumption charge 2,407 MMBTU X 0.2425$ =583.58 50 Consumption charge 0 MMBTU X 0.0520$ =- 51 Rider GCR Part A 3,907 MMBTU X 0.2922$ =1,141.41 52 Rider GCR Part B 3,907 MMBTU X 0.4881$ =1,906.68 53 Subtotal 4,912.47$ 54 Rider FF & Rider TAX 4,912.47$ X0.06604 =324.42 55 Total 5,236.89$ 82.93$ 56 1.61% 57 Rate T @ 3907 MMBTU CURRENT PROPOSED CHANGE 58 Customer charge 752.00$ 59 Consumption charge 1,500 MMBTU X 0.3172$ =475.80 60 Consumption charge 2,407 MMBTU X 0.2322$ =558.79 61 Consumption charge 0 MMBTU X 0.0498$ =- 62 Rider GCR Part B 3,907 MMBTU X 0.4881$ =1,906.68 63 Subtotal 3,693.27$ 64 Rider FF & Rider TAX 3,693.27$ X0.06604 =243.90 65 Total 3,937.17$ 66 67 Customer charge 784.00$ 68 Consumption charge 1,500 MMBTU X 0.3312$ =496.80 69 Consumption charge 2,407 MMBTU X 0.2425$ =583.58 70 Consumption charge 0 MMBTU X 0.0520$ =- 71 Rider GCR Part B 3,907 MMBTU X 0.4881$ =1,906.68 72 Subtotal 3,771.06$ 73 Rider FF & Rider TAX 3,771.06$ X0.06604 =249.04 74 Total 4,020.10$ 82.93$ 75 2.11% RESOLUTION NO. 2018-086 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FARMERS BRANCH, TEXAS, APPROVING A NEGOTIATED SETTLEMENT BETWEEN THE ATMOS CITIES STEERING COMMITTEE (“ACSC”) AND ATMOS ENERGY CORP., MID-TEX DIVISION REGARDING THE COMPANY’S 2018 RATE REVIEW MECHANISM FILINGS; DECLARING EXISTING RATES TO BE UNREASONABLE; ADOPTING TARIFFS THAT REFLECT RATE ADJUSTMENTS CONSISTENT WITH THE NEGOTIATED SETTLEMENT; FINDING THE RATES TO BE SET BY THE ATTACHED SETTLEMENT TARIFFS TO BE JUST AND REASONABLE AND IN THE PUBLIC INTEREST; APPROVING AN ATTACHED EXHIBIT ESTABLISHING A BENCHMARK FOR PENSIONS AND RETIREE MEDICAL BENEFITS; APPROVING AN ATTACHED EXHIBIT REGARDING AMORTIZATION OF REGULATORY LIABILITY; REQUIRING THE COMPANY TO REIMBURSE ACSC’S REASONABLE RATEMAKING EXPENSES; DETERMINING THAT THIS RESOLUTION WAS PASSED IN ACCORDANCE WITH THE REQUIREMENTS OF THE TEXAS OPEN MEETINGS ACT; ADOPTING A SAVINGS CLAUSE; DECLARING AN EFFECTIVE DATE; AND REQUIRING DELIVERY OF THIS RESOLUTION TO THE COMPANY AND THE ACSC’S LEGAL COUNSEL. WHEREAS, the City of Farmers Branch, Texas (“City”) is a gas utility customer of Atmos Energy Corp., Mid-Tex Division (“Atmos Mid-Tex” or “Company”), and a regulatory authority with an interest in the rates and charges of Atmos Mid-Tex; and WHEREAS, the City is a member of the Atmos Cities Steering Committee (“ACSC”), a coalition of similarly-situated cities served by Atmos Mid-Tex (“ACSC Cities”) that have joined together to facilitate the review of, and response to, natural gas issues affecting rates charged in the Atmos Mid-Tex service area; and WHEREAS, ACSC and the Company worked collaboratively to develop a new Rate Review Mechanism (“RRM”) tariff that allows for an expedited rate review process by ACSC Cities as a substitute to the Gas Reliability Infrastructure Program (“GRIP”) process instituted by the Legislature, and that will establish rates for the ACSC Cities based on the system-wide cost of serving the Atmos Mid-Tex Division; and WHEREAS, the RRM tariff was adopted by the City in a rate ordinance earlier this year; and WHEREAS, on about April 1, 2018, Atmos Mid-Tex filed its 2018 RRM rate request with ACSC Cities based on a test year ending December 31, 2017; and WHEREAS, ACSC coordinated its review of the Atmos Mid-Tex 2018 RRM filing through its Executive Committee, assisted by ACSC’s attorneys and consultants, to resolve issues identified in the Company’s RRM filing; and WHEREAS, the Executive Committee, as well as ACSC’s counsel and consultants, recommend that ACSC Cities approve an increase in base rates for Atmos Mid-Tex of $24.9 million on a system-wide basis ($17.8 million of which is applicable to ACSC members); and WHEREAS, the attached tariffs (Exhibit A) implementing new rates are consistent with the recommendation of the ACSC Executive Committee, are agreed to by the Company, and are just, reasonable, and in the public interest; and WHEREAS, the Exhibit A rate tariffs incorporate the federal income tax rates that became effective January 1, 2018; and WHEREAS, the settlement agreement sets a new benchmark for pensions and retiree medical benefits (Exhibit B) and WHEREAS, the settlement agreement establishes an amortization schedule for regulatory liability (Exhibit C); and WHEREAS, the RRM Tariff contemplates reimbursement of ACSC’s reasonable expenses associated with RRM applications; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FARMERS BRANCH, TEXAS, THAT: SECTION 1. The findings set forth in this Resolution are hereby in all things approved. SECTION 2. The City Council finds that the settled amount of an increase in revenues of $24.9 million on a system-wide basis represents a comprehensive settlement of gas utility rate issues affecting the rates, operations, and services offered by Atmos Mid-Tex within the municipal limits arising from Atmos Mid-Tex’s 2018 RRM filing, is in the public interest, and is consistent with the City’s authority under Section 103.001 of the Texas Utilities Code. SECTION 3. The existing rates for natural gas service provided by Atmos Mid-Tex are unreasonable. The new tariffs attached hereto and incorporated herein as Exhibit A, are just and reasonable, and are designed to allow Atmos Mid-Tex to recover annually an additional $24.9 million in revenue on a system-wide basis over the amount allowed under currently approved rates. Such tariffs are hereby adopted. SECTION 4. The ratemaking treatment for pensions and retiree medical benefits in Atmos Mid- Tex’s next RRM filing shall be as set forth on Exhibit B, attached hereto and incorporated herein. SECTION 5. Amortization of regulatory liability shall be consistent with the schedule found in attached Exhibit C attached hereto and incorporated herein. SECTION 6. Atmos Mid-Tex shall reimburse the reasonable ratemaking expenses of the ACSC in processing the Company’s 2018 RRM filing. SECTION 7. To the extent any resolution or ordinance previously adopted by the Council is inconsistent with this Resolution, it is hereby repealed. SECTION 8. The meeting at which this Resolution was approved was in all things conducted in strict compliance with the Texas Open Meetings Act, Texas Government Code, Chapter 551. SECTION 9. If any one or more sections or clauses of this Resolution is adjudged to be unconstitutional or invalid, such judgment shall not affect, impair, or invalidate the remaining provisions of this Resolution, and the remaining provisions of the Resolution shall be interpreted as if the offending section or clause never existed. SECTION 10. Consistent with the City Ordinance that established the RRM process, this Resolution shall become effective from and after its passage with rates authorized by attached tariffs to be effective for bills rendered on or after October 1, 2018. SECTION 11. A copy of this Resolution shall be sent to Atmos Mid-Tex, care of Chris Felan, Vice President of Rates and Regulatory Affairs Mid-Tex Division, Atmos Energy Corporation, 5420 LJB Freeway, Suite 1862, Dallas, Texas 75240, and to Geoffrey Gay, General Counsel to ACSC, at Lloyd Gosselink Rochelle & Townsend, P.C., 816 Congress Avenue, Suite 1900, Austin, Texas 78701. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF FARMERS BRANCH, TEXAS, THIS THE 25TH DAY OF SEPTEMBER 2018. ATTEST: APPROVED: _____________________________ ______________________________ Amy Piukana, City Secretary Robert C. Dye, Mayor APPROVED AS TO FORM: _________________________________ Peter G. Smith, City Attorney (kbl:8/31/18:102323) Exhibit A Rate Tariffs Effective October 1, 2018 MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:R - RESIDENTIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE:Bills Rendered on or after 10/01/2018 PAGE: 12 Application Applicable to Residential Customers for all natural gas provided at one Point of Delivery and measured through one meter. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and Ccf charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Bill $18.85 per month Rider CEE Surcharge $ 0.03 per month' Total Customer Charge $18.88 per month Commodity Charge - All Ccf $0.14846 per Ccf Gas Cost Recovery: Pius an amount for gas costs and upstream transportation costs calculated in accordance with Part (a) and Part (b), respectively, of Rider OCR. Weather Normalization Adjustment: Pius or Minus an amount for weather normalization calculated in accordance with Rider WNA. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company's Tariff for Gas Service. ^Reference Rider CEE - Conservation and Energy Efficiency as approved in GUD 10170. Surcharge billing effective July 1, 2018. EXHIBIT A MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:C - COMMERCIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE:Bills Rendered on or after 10/01/2018 PAGE: 13 Application Applicable to Commercial Customers for all natural gas provided at one Point of Delivery and measured through one meter and to Industrial Customers with an average annual usage of less than 30,000 Ccf. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and Ccf charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Bill $ 43.50 per month Rider CEE Surcharge $ (0.03) per month' Total Customer Charge $ 43.47 per month Commodity Charge - All Ccf $ 0.09165 per Ccf Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a) and Part (b), respectively, of Rider GCR. Weather Normalization Adjustment: Plus or Minus an amount for weather normalization calculated in accordance with Rider WNA. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company's Tariff for Gas Service. ' Reference Rider CEE - Conservation and Energy Efficiency as approved in GUD 10170. Surcharge billing effective July 1, 2018. EXHIBIT A MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:1 - INDUSTRIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE:Bills Rendered on or after 10/01/2018 PAGE: 14 Application Applicable to Industrial Customers with a maximum daily usage (MDU) of less than 3,500 MMBtu per day for all natural gas provided at one Point of Delivery and measured through one meter. Service for Industrial Customers with an MDU equal to or greater than 3,500 MMBtu per day will be provided at Company's sole option and will require special contract arrangements between Company and Customer. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's monthly bill will be calculated by adding the following Customer and MMBtu charges to the amounts due under the riders listed below: Charge Amount Customer Charge per Meter $ 784.00 per month First 0 MMBtu to 1,500 MMBtu $ 0.3312 per MMBtu Next 3,500 MMBtu $ 0.2425 per MMBtu All MMBtu over 5,000 MMBtu $ 0.0520 per MMBtu Gas Cost Recovery: Plus an amount for gas costs and upstream transportation costs calculated in accordance with Part (a) and Part (b), respectively, of Rider OCR. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Curtailment Overpull Fee Upon notification by Company of an event of curtailment or interruption of Customer's deliveries. Customer will, for each MMBtu delivered in excess of the stated level of curtailment or interruption, pay Company 200% of the midpoint price for the Katy point listed in Platts Gas Daily published for the applicable Gas Day in the table entitled "Daily Price Survey." Replacement Index In the event the "midpoint" or "common" price for the Katy point listed in Platts Gas Dally in the table entitled "Daily Price Survey" is no longer published, Company will calculate the applicable imbalance fees utilizing a daily price index recognized as authoritative by the natural gas industry and most closely approximating the applicable index. EXHIBIT A MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:1 - INDUSTRIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE:Bills Rendered on or after 10/01/2018 PAGE: 15 Agreement An Agreement for Gas Service may be required. Notice Service hereunder and the rates for services provided are subject to the orders of regulatory bodies having jurisdiction and to the Company's Tariff for Gas Service. Special Conditions In order to receive service under Rate I, Customer must have the type of meter required by Company. Customer must pay Company all costs associated with the acquisition and installation of the meter. EXHIBIT A MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:1 - INDUSTRIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE:Bills Rendered on or after 10/01/2018 PAGE: 16 Exhibit A The rates were effective for the following Cities on 3/15/2018: ABILENE ADDISON ALBANY ALLEN ALVARADO ANGUS ANNA ARGYLE ARLINGTON AUBREY AZLE BEDFORD BELLMEAD BENBROOK BEVERLY HILLS BLOSSOM BLUE RIDGE BOWIE BOYD BRIDGEPORT BROWNWOOD BUFFALO BURKBURNETT BURLESON CADDO MILLS CANTON CARROLLTON CEDAR HILL CELESTE CELINA CENTERVILLE CISCO CLARKSVILLE CLEBURNE CLYDE COLLEGE STATION COLLEYVILLE COLORADO CITY COMANCHE COOLIDGE COPPELL CORINTH CRANDALL CROWLEY DALWORTHINGTON GARDENS DENISON DENTON DESOTO DRAPER AKA CORRAL CITY DUNCANVILLE EASTLAND EDGECLIFF VILLAGE EMORY ENNIS EULESS EVERMAN FAIRVIEW FARMERS BRANCH FARMERSVILLE FATE FLOWER MOUND FOREST HILL FORNEY FORT WORTH FRISCO FROST GAINSVILLE GARLAND GARRETT GRAND PARAIRIE GRAPEVINE GUNTER HALTOM CITY HARKER HEIGHTS HASKELL HASLET HEWITT HIGHLAND PARK HIGHLAND VILLAGE HONEY GROVE HURST IOWA PARK IRVING JUSTIN KAUFMAN KEENE KELLER KEMP KENNEDALE KERRVILLE KILLEEN KRUM LAKE WORTH LAKESIDE LEWISVILLE LINCOLN PARK (ANNEXED WITH LITTLE ELM) LITTLE ELM LORENA MADISONVILLE MALAKOFF MANSFIELD MCKINNEY MELISSA MESQUITE MIDLOTHIAN MURPHY NEWARK NOCONA NORTH RICHLAND HILLS NORTH LAKE OAK LEAF OVILLA PALESTINE PANTEGO PARIS PARKER PECAN HILL PETROLIA PLANO PONDER POTTSBORO PROSPER QUITMAN RED OAK RENO (PARKER COUNTY) RHOME RICHARDSON RICHLAND RICHLAND HILLS RIVER OAKS ROANOKE ROBINSON ROCKWALL ROSCOE ROWLETT EXHIBIT A MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:1 - INDUSTRIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE:Bills Rendered on or after 10/01/2018 PAGE: 17 Cities with Rate Effective 3/15/2018 (Continued) ROYSE CITY SACHSE SAG IN AW SANSOM PARK SEAGOVILLE SHERMAN SNYDER SOUTHLAKE SPRINGTOWN STAMFORD STEPHENVILLE SULPHUR SPRINGS SWEETWATER TEMPLE TERRELL THE COLONY TROPHY CLUB TYLER UNIVERSITY PARK VENUS VERNON WACO The rates were effective for the following Cities on 4/01/2018: ABBOTT ALBA ALMA ALVORD ANNONA ANSON ARCHER CITY ATHENS AURORA AUSTIN AVERY BAIRD BALCH SPRINGS BALLINGER BANDERA BANGS BARDWELL BARRY BARTLETT BARTONVILLE BELLEVUE BELLS BELTON BENJAMIN BERTRAM BLACKWELL BLANKET BLOOMING GROVE BLUE MOUND BLUM BOGATA BONHAM BREMOND BRONTE BROWNSBORO BRUCEVILLE-EDDY BRYAN BUCKHOLTS BUFFALO GAP BURNET BYERS CALDWELL CALVERT CAMERON CAMPBELL CARBON CASHION COMMUNITY CEDAR PARK CHANDLER CHICO CHILDRESS CHILLICOTHE CLIFTON COCKRELL HILL COLEMAN COLLINSVILLE COMMERCE COMO COOPER COPPER CANYON COPPERAS COVE CORSICANA COVINGTON COYOTE FLATS CRAWFORD CROSS ROADS CUMBY DAWSON DECATUR DELEON WATAUGA WAXAHACHIE WESTLAKE WESTOVER HILLS WHITE SETTLEMENT WHITESBORO WICHITA FALLS WOODWAY WYLIE DEPORT DETROIT DODD CITY DOUBLE OAK DUBLIN EARLY ECTOR EDOM ELECTRA EMHOUSE EUSTACE EVANT FAIRFIELD FERRIS FRANKLIN FRANKSTON FREDERICKSBURG GATESVILLE GEORGETOWN GLEN ROSE GLENN HEIGHTS GODLEY GOLDTHWAITE GOODLOW GORDON GOREE GORMAN GRANBURY GRAND VIEW GRANGER GREENVILLE GROESBECK GUSTINE HAMLIN HAMILTON EXHIBIT A MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:1 - INDUSTRIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE:Bills Rendered on or after 10/01/2018 PAGE: 18 Cities with Rate Effective 4/01/2018 (Continued) HAWLEY HEARNE HEATH HEBRON HENRIETTA HICKORY CREEK HICO HILLSBORO HOLLAND HOLLIDAY HOWE HUBBARD HUTCHINS HUTTO IMPACT IREDELL ITALY ITASCA JEWETT JOSEPHINE JOSHUA KERENS KNOLLWOOD KNOX CITY KOSSE KURTEN LACY-LAKEVIEW LADONIA LAKE DALLAS LAKEPORT LAMPASAS LANCASTER LAVON LAWN LEANDER LEONA LEONARD LEXINGTON LINDSAY LIPAN LITTLE RIVER ACADEMY LLANO LOMETA LONE OAK LONGVIEW LORAINE LOTT LUEDERS MABANK MALONE MANOR MARBLE FALLS MARLIN MART MAYPEARL MCGREGOR MCLENDON-CHISHOLM MEGARGEL MERIDIAN MERKEL MEXIA MIDWAY MILES MILFORD MILLSAP MOBILE CITY MOODY MORAN MORGAN MUENSTER MUNDAY MURCHISON NEVADA NEW CHAPEL HILL NEWCASTLE NOLANVILLE NORMANGEE NOVICE OAK POINT OAKWOOD O'BRIEN CO-OP GIN OGLESBY OLNEY PALMER PARADISE PECAN GAP PENELOPE PFLUGERVILLE PILOT POINT PLEASANT VALLEY POINT POST OAK BEND POWELL POYNOR PRINCETON PUTNAM QUANAH QUINLAN RANGER RAVENNA RENO (LAMAR COUNTY) RETREAT RICE RIESEL RIO VISTA ROBERT LEE ROBY ROCHESTER ROCKDALE ROGERS ROSEBUD ROSS ROTAN ROUND ROCK ROXTON RULE RUNAWAY BAY SADLER SAINT JO SAN ANGELO SAN SABA SANCTUARY SANGER SANTA ANNA SAVOY SCURRY SEYMOUR SHADY SHORES SOMERVILLE SOUTH MOUNTAIN SOUTHMAYD STAR HARBOR STOCKTON BEND STRAWN STREETMAN SUN VALLEY SUNNYVALE TALTY TAYLOR TEAGUE TEHUACANA THORNDALE THORNTON THRALL THROCKMORTON TIOGA TOCO EXHIBIT A MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:1 - INDUSTRIAL SALES APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE:Bills Rendered on or after 10/01/2018 PAGE: 19 Cities with Rate Effective 4/01/2018 (Continued) TOM BEAN TRENT TRENTON TRINIDAD TROY TUSGOLA TYE VALLEY MILLS VALLEY VIEW VAN ALSTYNE WALNUT SPRINGS WEINERT WEST WESTWORTH VILLAGE WHITEHOUSE WHITEWRIGHT WHITNEY WILMER WINDOM WINTERS WIXON VALLEY WOLFE CITY WORTHAM YANTIS EXHIBIT A MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:T - TRANSPORTATION APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE:Bills Rendered on or after 10/01/2018 PAGE: 16 Application Applicable, in the event that Company has entered into a Transportation Agreement, to a customer directly connected to the Atmos Energy Corp., Mid-Tex Division Distribution System (Customer) for the transportation of all natural gas supplied by Customer or Customer's agent at one Point of Delivery for use in Customer's facility. Type of Service Where service of the type desired by Customer is not already available at the Point of Delivery, additional charges and special contract arrangements between Company and Customer may be required prior to service being furnished. Monthly Rate Customer's bill will be calculated by adding the following Customer and MMBtu charges to the amounts and quantities due under the riders listed below: Charge Amount Customer Charge per Meter $ 784.00 per month First 0 MMBtu to 1,500 MMBtu $0.3312 per MMBtu Next 3,500 MMBtu $ 0.2425 per MMBtu All MMBtu over 5,000 MMBtu $ 0.0520 per MMBtu Upstream Transportation Cost Recovery: Plus an amount for upstream transportation costs in accordance with Part (b) of Rider OCR. Retention Adjustment: Plus a quantity of gas as calculated in accordance with Rider RA. Franchise Fee Adjustment: Plus an amount for franchise fees calculated in accordance with Rider FF. Rider FF is only applicable to customers inside the corporate limits of any incorporated municipality. Tax Adjustment: Plus an amount for tax calculated in accordance with Rider TAX. Surcharges: Plus an amount for surcharges calculated in accordance with the applicable rider(s). Imbalance Fees All fees charged to Customer under this Rate Schedule will be charged based on the quantities determined under the applicable Transportation Agreement and quantities will not be aggregated for any Customer with multiple Transportation Agreements for the purposes of such fees. Monthly Imbalance Fees Customer shall pay Company the greater of (i) $0.10 per MMBtu, or (ii) 150% of the difference per MMBtu between the highest and lowest "midpoint" price for the Katy point listed in Platts Gas Daily in the table entitled "Daily Price Survey" during such month, for the MMBtu of Customer's monthly Cumulative Imbalance, as defined in the applicable Transportation Agreement, at the end of each month that exceeds 10% of Customer's receipt quantities for the month. EXHIBIT A MID-TEX DIVISION RRC Tariff No: ATMOS ENERGY CORPORATION RATE SCHEDULE:T - TRANSPORTATION APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE:Bills Rendered on or after 10/01/2018 PAGE: 17 Curtailment Overpull Fee Upon notification by Company of an event of curtailment or interruption of Customer's deliveries, Customer will, for each MMBtu delivered in excess of the stated level of curtailment or interruption, pay Company 200% of the midpoint price for the Katy point listed in Platts Gas Daily published for the applicable Gas Day in the table entitled "Daily Price Survey." Replacement Index In the event the "midpoint" or "common" price for the Katy point listed in Platts Gas Dally in the table entitled "Daily Price Survey" is no longer published. Company will calculate the applicable imbalance fees utilizing a daily price index recognized as authoritative by the natural gas industry and most closely approximating the applicable index. Agreement A transportation agreement is required. Notice Service hereunder and the rates for services provided are subjeot to the orders of regulatory bodies having jurisdiction and to the Company's Tariff for Gas Service. Special Conditions In order to receive service under Rate T, customer must have the type of meter required by Company. Customer must pay Company all costs associated with the acquisition and installation of the meter. EXHIBIT A MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:T - TRANSPORTATION APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE:Bills Rendered on or after 10/01/2018 PAGE: 18 Exhibit A The rates were effective for the following Cities on 3/15/2018: ABILENE ADDISON ALBANY ALLEN ALVARADO ANGUS ANNA ARGYLE ARLINGTON AUBREY AZLE BEDFORD BELLMEAD BENBROOK BEVERLY HILLS BLOSSOM BLUE RIDGE BOWIE BOYD BRIDGEPORT BROWN WOOD BUFFALO BURKBURNETT BURLESON CADDO MILLS CANTON CARROLLTON CEDAR HILL CELESTE CELINA CENTERVILLE CISCO CLARKSVILLE CLEBURNE CLYDE COLLEGE STATION COLLEYVILLE COLORADO CITY COMANCHE COOLIDGE COPPELL CORINTH CRANDALL CROWLEY DALWORTHINGTON GARDENS DENISON DENTON DESOTO DRAPER AKA CORRAL CITY DUNCANVILLE EASTLAND EDGECLIFF VILLAGE EMORY ENNIS EULESS EVERMAN FAIRVIEW FARMERS BRANCH FARMERSVILLE FATE FLOWER MOUND FOREST HILL FORNEY FORT WORTH FRISCO FROST GAINSVILLE GARLAND GARRETT GRAND PARAIRIE GRAPEVINE GUNTER HALTOM CITY HARKER HEIGHTS HASKELL HASLET HEWITT HIGHLAND PARK HIGHLAND VILLAGE HONEY GROVE HURST IOWA PARK IRVING JUSTIN KAUFMAN KEENE KELLER KEMP KENNEDALE KERRVILLE KILLEEN KRUM LAKE WORTH LAKESIDE LEWISVILLE LINCOLN PARK (ANNEXED WITH LITTLE ELM) LITTLE ELM LORENA MADISONVILLE MALAKOFF MANSFIELD MCKINNEY MELISSA MESQUITE MIDLOTHIAN MURPHY NEWARK NOCONA NORTH RICHLAND HILLS NORTHLAKE OAK LEAF OVILLA PALESTINE PANTEGO PARIS PARKER PECAN HILL PETROLIA PLANO PONDER POTTSBORO PROSPER QUITMAN RED OAK RENO (PARKER COUNTY) RHOME RICHARDSON RICHLAND RICHLAND HILLS RIVER OAKS ROANOKE ROBINSON ROCKWALL ROSCOE ROWLETT EXHIBIT A MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:T - TRANSPORTATION APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE:Bills Rendered on or after 10/01/2018 PAGE: 19 Cities with Rate Effective 3/15/2018 (Continued) ROYSE CITY SACHSE SAG! N AW SANSOM PARK SEAGOVILLE SHERMAN SNYDER SOUTHLAKE SPRINGTOWN STAMFORD STEPHENVILLE SULPHUR SPRINGS SWEETWATER TEMPLE TERRELL THE COLONY TROPHY CLUB TYLER UNIVERSITY PARK VENUS VERNON WACO The rates were effective for the following Cities on 4/01/2018: ABBOTT ALBA ALMA ALVORD ANNONA ANSON ARCHER CITY ATHENS AURORA AUSTIN AVERY BAIRD BALCH SPRINGS BALLINGER BANDERA BANGS BARDWELL BARRY BARTLETT BARTONVILLE BELLEVUE BELLS BELTON BENJAMIN BERTRAM BLACKWELL BLANKET BLOOMING GROVE BLUE MOUND BLUM BOGATA BONHAM BREMOND BRONTE BROWNSBORO BRUCEVILLE-EDDY BRYAN BUCKHOLTS BUFFALO GAP BURNET BYERS CALDWELL CALVERT CAMERON CAMPBELL CARBON CASHION COMMUNITY CEDAR PARK CHANDLER CHICO CHILDRESS CHILLICOTHE CLIFTON COCKRELL HILL COLEMAN COLLINSVILLE COMMERCE COMO COOPER COPPER CANYON COPPERAS COVE CORSICANA COVINGTON COYOTE FLATS CRAWFORD CROSS ROADS CUMBY DAWSON DECATUR DELEON WATAUGA WAXAHACHIE WESTLAKE WESTOVER HILLS WHITE SETTLEMENT WHITESBORO WICHITA FALLS WOODWAY WYLIE DEPORT DETROIT DODD CITY DOUBLE OAK DUBLIN EARLY ECTOR EDOM ELECTRA EMHOUSE EUSTACE EVANT FAIRFIELD FERRIS FRANKLIN FRANKSTON FREDERICKSBURG GATESVILLE GEORGETOWN GLEN ROSE GLENN HEIGHTS GODLEY GOLDTHWAITE GOODLOW GORDON GOREE GORMAN GRANBURY GRANDVIEW GRANGER GREENVILLE GROESBECK GUSTINE HAMLIN HAMILTON EXHIBIT A MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:T - TRANSPORTATION APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE:Bills Rendered on or after 10/01/2018 PAGE: 20 Cities with Rate Effective 4/01/2018 (Continued) HAWLEY HEARNE HEATH HEBRON HENRIETTA HICKORY GREEK HICO HILLSBORO HOLLAND HOLLIDAY HOWE HUBBARD HUTCHINS HUTTO IMPACT IREDELL ITALY ITASCA JEWETT JOSEPHINE JOSHUA KERENS KNOLLWOOD KNOX CITY KOSSE KURTEN LACY-LAKEVIEW LADONIA LAKE DALLAS LAKEPORT LAMPASAS LANCASTER LAVON LAWN LEANDER LEONA LEONARD LEXINGTON LINDSAY LIPAN LITTLE RIVER ACADEMY LLANO LOMETA LONE OAK LONGVIEW LORAINE LOTT LUEDERS MABANK MALONE MANOR MARBLE FALLS MARLIN MART MAYPEARL MCGREGOR MCLENDON-CHISHOLM MEGARGEL MERIDIAN MERKEL MEXIA MIDWAY MILES MILFORD MILLSAP MOBILE CITY MOODY MORAN MORGAN MUENSTER MUNDAY MURCHISON NEVADA NEW CHAPEL HILL NEWCASTLE NOLANVILLE NORMANGEE NOVICE OAK POINT OAKWOOD O'BRIEN CO-OP GIN OGLESBY OLNEY PALMER PARADISE PECAN GAP PENELOPE PFLUGERVILLE PILOT POINT PLEASANT VALLEY POINT POST OAK BEND POWELL POYNOR PRINCETON PUTNAM QUANAH QUINLAN RANGER RAVENNA RENO (LAMAR COUNTY) RETREAT RICE RIESEL RIO VISTA ROBERT LEE ROBY ROCHESTER ROCKDALE ROGERS ROSEBUD ROSS ROTAN ROUND ROCK ROXTON RULE RUNAWAY BAY SADLER SAINT JO SAN ANGELO SAN SABA SANCTUARY SANGER SANTA ANNA SAVOY SCURRY SEYMOUR SHADY SHORES SOMERVILLE SOUTH MOUNTAIN SOUTHMAYD STAR HARBOR STOCKTON BEND STRAWN STREETMAN SUN VALLEY SUNNYVALE TALTY TAYLOR TEAGUE TEHUACANA THORNDALE THORNTON THRALL THROCKMORTON TIOGA TOCO EXHIBIT A MID-TEX DIVISION ATMOS ENERGY CORPORATION RRC Tariff No: RATE SCHEDULE:T - TRANSPORTATION APPLICABLE TO: ALL CUSTOMERS IN THE MID-TEX DIVISION EXCEPT THE CITY OF DALLAS AND UNINCORPORATED AREAS EFFECTIVE DATE:Bills Rendered on or after 10/01/2018 PAGE: 21 Cities with Rate Effective 4/01/2018 (Continued) TOM BEAN TRENT TRENTON TRINIDAD TROY TUSGOLA TYE VALLEY MILLS VALLEY VIEW VAN ALSTYNE WALNUT SPRINGS WEINERT WEST WESTWORTH VILLAGE WHITEHOUSE WHITEWRIGHT WHITNEY WILMER WINDOM WINTERS WIXON VALLEY WOLFE CITY WORTHAM YANTIS EXHIBIT A MID-TEX DIVISION ATMOS ENERGY CORPORATION RIDER:WNA - WEATHER NORMALIZATION ADJUSTMENT APPLICABLE TO:ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE:Bills Rendered on or after 11/01/2018 PAGE: Provisions for Adjustment The Commodity Charge per Ccf (100 cubic feet) for gas service set forth in any Rate Schedules utilized by the cities of the Mid-Tex Division service area for determining normalized winter period revenues shall be adjusted by an amount hereinafter described, which amount is referred to as the "Weather Normalization Adjustment." The Weather Normalization Adjustment shall apply to all temperature sensitive residential and commercial bills based on meters read during the revenue months of November through April. The five regional weather stations are Abilene, Austin, Dallas, Waco, and Wichita Falls. Computation of Weather Normalization Adjustment The Weather Normalization Adjustment Factor shall be computed to the nearest one-hundredth cent per Ccf by the following formula: WNAF Where I WNAFI Rj HSFj NDD ADD Blj (HSFi (NDD-ADD)) Ri (BLi (HSFj X ADD) ) any particular Rate Schedule or billing classification within any such particular Rate Schedule that contains more than one billing classification Weather Normalization Adjustment Factor for the i^*^ rate schedule or classification expressed in cents per Ccf Commodity Charge rate of temperature sensitive sales for the i^^ schedule or classification. heat sensitive factor for the i^*^ schedule or classification divided by the average bill count in that class billing cycle normal heating degree days calculated as the simple ten-year average of actual heating degree days. billing cycle actual heating degree days. base load sales for the i^l^ schedule or classification divided by the average bill count in that class The Weather Normalization Adjustment for the jth customer in ith rate schedule is computed as: WNAi= WNAFi X qy Where qy is the relevant sales quantity for the jth customer in ith rate schedule. EXHIBIT A MID-TEX DIVISION ATMOS ENERGY CORPORATION RIDER:WNA-WEATHER NORMALIZATION ADJUSTMENT APPLICABLE TO:ALL CUSTOMERS IN THE MID-TEX DIVISION UNDER THE RRM TARIFF EFFECTIVE DATE:Bills Rendered on or after 11/01/2018 PAGE: Base Use/Heat Use Factors Residential Commercial Weather Station Abilene Base use Ccf 9.77 Heat use Ccf/HDD 0.1201 Base use Ccf 99.33 Heat use Ccf/HDD 0.5737 Austin 10.38 0.1493 201.46 0.8942 Dallas 13.17 0.2062 183.71 1.0046 Waco 9.26 0.1323 124.57 0.6398 Wichita Falls 11.62 0.1278 114.97 0.5226 Weather Normalization Adjustment (WNA^ Report On or before June 1 of each year, the company posts on its website at atmosenergy.com/mtx-wna, in Excel format, a Weather Normalization Adjustment (WNA) Report to show how the company calculated Its WNAs factor during the preceding winter season. Additionally, on or before June 1 of each year, the company files one hard copy and an Excel version of the WNA Report with the Railroad Commission of Texas' Gas Services Division, addressed to the Director of that Division. EXHIBIT A Exhibit B Pensions and Retiree Medical Benefits Ex e c u t i v e Be n e f i t Pi a n (e ) AT M O S EN E R G Y CO R P . , MI D - T E X DI V I S I O N PE N S I O N S AN D RE T I R E E ME D I C A L BE N E F I T S FO R CI T I E S AP P R O V A L TE S T YE A R EN D I N G DE C E M B E R 31 , 20 1 7 Sh a r e d Se r v i c e s Mi d - T e x Di r e c t Li n e No . De s c r i p t i o n Pe n s i o n Ac c o u n t Pl a n Po s t - Em p l o y m e n t Be n e f i t Pl a n Pe n s i o n Ac c o u n t Pi a n Su p p i e m e n t a l Po s t - Em p l o y m e n t Be n e f i t Pi a n Ad j u s t m e n t To t a i (a ) (b ) (c ) (d ) (f ) (9 ) 1 2 Fi s c a l Ye a r 20 1 8 Wi i l i s To w e r s Wa t s o n Re p o r t , as ad j u s t e d Al l o c a t i o n to Mi d - T e x $ 4, 0 8 2 , 9 0 6 43 . 6 5 % $ 2, 7 0 3 , 8 9 8 43 . 5 5 % $ 6, 9 6 4 , 3 0 7 71 . 2 4 % $ 18 8 , 3 6 0 10 0 . 0 0 % $ 3, 7 2 4 , 1 6 8 71 . 2 4 % 3 4 Fi s c a l Ye a r 20 1 8 Ac t u a r i a i l y De t e r m i n e d Be n e f i t Co s t s (L n 1 x Ln 2) O& M an d Ca p i t a l Al l o c a t i o n Fa c t o r $ 1, 7 7 8 , 0 9 2 10 0 . 0 0 % $ 1, 1 7 7 , 5 3 9 10 0 . 0 0 % $ 4, 9 6 1 , 2 4 1 10 0 . 0 0 % $ 18 8 , 3 6 0 10 0 . 0 0 % $ 2, 6 5 3 , 0 2 7 10 0 . 0 0 % 5 Fi s c a i Ye a r 20 1 8 Wi l l i s To w e r s Wa t s o n Be n e f i t Co s t s To Ap p r o v e (E x c l u d i n g Re m o v e d Co s t Ce n t e r s ) (L n 3 x Ln 4) $ 1, 7 7 8 , 0 9 2 $ 1, 1 7 7 , 5 3 9 $ 4, 9 6 1 , 2 4 1 $ 18 8 , 3 6 0 $ 2, 6 5 3 , 0 2 7 $ 10 , 7 5 8 , 2 6 0 6 7 8 9 Su m m a r y of Co s t s to Ap p r o v e (1 ) : 10 11 O& M Ex p e n s e Fa c t o r (W P _ F - 2 . 3 , Ln 2) 80 . 1 5 % 80 . 1 5 % 40 . 0 5 % 19 . 0 3 % 40 . 0 5 % 12 13 14 15 To t a l Pe n s i o n Ac c o u n t Pl a n To t a l Po s t - E m p l o y m e n t Be n e f i t Pl a n To t a l Su p p l e m e n t a l Ex e c u t i v e Be n e f i t Pl a n $ 1, 4 2 5 , 1 0 8 $ 94 3 , 7 7 5 $ 1, 9 8 7 , 1 3 3 $ 35 , 8 3 7 $ 1, 0 6 2 , 6 2 1 $ 3, 4 1 2 , 2 4 1 2, 0 0 6 , 3 9 6 35 , 8 3 7 16 To t a l (L n 1 3 + Ln 1 4 + Ln 1 5 ) $ 1, 4 2 5 , 1 0 8 $ 94 3 , 7 7 5 $ 1, 9 8 7 , 1 3 3 $ 35 , 8 3 7 $ 1, 0 6 2 , 6 2 1 $ 5, 4 5 4 , 4 7 4 17 18 19 20 21 22 No t e : 1. Mi d - T e x is pr o p o s i n g th a t th e fi s c a i ye a r 20 1 8 Wi i l i s To w e r s Wa t s o n ac t u a r i a i am o u n t s sh o w n on WP _ F - 2 . 3 an d WP _ F - 2 . 3 . 1 , be ap p r o v e d by th e RR M Ci t i e s as th e be n c h m a r k am o u n t s to be us e d to ca l c u i a t e th e re g u l a t o r y as s e t or li a b i l i t y fo r fu t u r e pe r i o d s . Th e Co m p a n y is re q u e s t i n g th a t th e be n c h m a r k am o u n t ap p r o v e d by th e RR M Ci t i e s fo r fu t u r e pe r i o d s in c l u d e on l y th e ex p e n s e am o u n t . Th e am o u n t at t r i b u t a b l e to ca p i t a l wo u l d co n t i n u e to be re c o r d e d to ut i l i t y pl a n t th r o u g h th e ov e r h e a d pr o c e s s as de s c r i b e d in th e CA M . EXHIBIT B Exhibit C Amortization of Regulatory Liability AT M O S EN E R G Y CO R P . , MI D - T E X DI V I S I O N RA T E BA S E AD J U S T M E N T S TE S T YE A R EN D I N G DE C E M B E R 31 , 20 1 7 AM O R T I Z A T I O N OF RE G U L A T O R Y LI A B I L I T Y Li n e No . Ye a r En d e d De c . 31 Be g i n n i n g of Ye a r Ra t e Ba s e Ad j u s t m e n t Am o u n t An n u a l Am o r t i z a t i o n (1 ) En d of Ye a r Ra t e Ba s e Ad j u s t m e n t Am o u n t Ba l a n c e as of De c e m b e r 31 , 20 1 7 (a ) (b ) (c ) (d ) 1 20 1 7 $ 28 9 , 8 1 3 , 4 7 9 2 20 1 8 $ 28 9 , 8 1 3 , 4 7 9 $ 12 , 0 7 5 , 5 6 2 27 7 , 7 3 7 , 9 1 8 3 20 1 9 27 7 , 7 3 7 , 9 1 8 12 , 0 7 5 , 5 6 2 26 5 , 6 6 2 , 3 5 6 4 20 2 0 26 5 , 6 6 2 , 3 5 6 12 , 0 7 5 , 5 6 2 25 3 , 5 8 6 , 7 9 5 5 20 2 1 25 3 , 5 8 6 , 7 9 5 12 , 0 7 5 , 5 6 2 24 1 , 5 1 1 , 2 3 3 6 20 2 2 24 1 , 5 1 1 , 2 3 3 12 , 0 7 5 , 5 6 2 22 9 , 4 3 5 , 6 7 1 7 20 2 3 22 9 , 4 3 5 , 6 7 1 12 , 0 7 5 , 5 6 2 21 7 , 3 6 0 , 1 1 0 8 20 2 4 21 7 , 3 6 0 , 1 1 0 12 , 0 7 5 , 5 6 2 20 5 , 2 8 4 , 5 4 8 9 20 2 5 20 5 , 2 8 4 , 5 4 8 12 , 0 7 5 , 5 6 2 19 3 , 2 0 8 , 9 8 6 10 20 2 6 19 3 , 2 0 8 , 9 8 6 12 , 0 7 5 , 5 6 2 18 1 , 1 3 3 , 4 2 5 11 20 2 7 18 1 , 1 3 3 , 4 2 5 12 , 0 7 5 , 5 6 2 16 9 , 0 5 7 , 8 6 3 12 20 2 8 16 9 , 0 5 7 , 8 6 3 12 , 0 7 5 , 5 6 2 15 6 , 9 8 2 , 3 0 1 13 20 2 9 15 6 , 9 8 2 , 3 0 1 12 , 0 7 5 , 5 6 2 14 4 , 9 0 6 , 7 4 0 14 20 3 0 14 4 , 9 0 6 , 7 4 0 12 , 0 7 5 , 5 6 2 13 2 , 8 3 1 , 1 7 8 15 20 3 1 13 2 , 8 3 1 , 1 7 8 12 , 0 7 5 , 5 6 2 12 0 , 7 5 5 , 6 1 6 16 20 3 2 12 0 , 7 5 5 , 6 1 6 12 , 0 7 5 , 5 6 2 10 8 , 6 8 0 , 0 5 5 17 20 3 3 10 8 , 6 8 0 , 0 5 5 12 , 0 7 5 , 5 6 2 96 , 6 0 4 , 4 9 3 18 20 3 4 96 , 6 0 4 , 4 9 3 12 , 0 7 5 , 5 6 2 84 , 5 2 8 , 9 3 2 19 20 3 5 84 , 5 2 8 , 9 3 2 12 , 0 7 5 , 5 6 2 72 , 4 5 3 , 3 7 0 20 20 3 6 72 , 4 5 3 , 3 7 0 12 , 0 7 5 , 5 6 2 60 , 3 7 7 , 8 0 8 21 20 3 7 60 , 3 7 7 , 8 0 8 12 , 0 7 5 , 5 6 2 48 , 3 0 2 , 2 4 7 22 20 3 8 48 , 3 0 2 , 2 4 7 12 , 0 7 5 , 5 6 2 36 , 2 2 6 , 6 8 5 23 20 3 9 36 , 2 2 6 , 6 8 5 12 , 0 7 5 , 5 6 2 24 , 1 5 1 , 1 2 3 24 20 4 0 24 , 1 5 1 , 1 2 3 12 , 0 7 5 , 5 6 2 12 , 0 7 5 , 5 6 2 25 20 4 1 12 , 0 7 5 , 5 6 2 12 , 0 7 5 , 5 6 2 (0 ) Z. O 27 No t e : 28 1. Th e an n u a l am o r t i z a t i o n of a 24 ye a r re c o v e r y pe r i o d is ba s e d on th e (e ) 28 9 , 8 1 3 , 4 7 9 EXHIBIT C Staff Report City of Farmers Branch Farmers Branch City Hall 13000 Wm Dodson Pkwy Farmers Branch, Texas 75234 File Number: R2018-89 Agenda Date: 9/25/2018 Status: Consent AgendaVersion: 1 File Type: ResolutionIn Control: City Council Agenda Number: H.3 Consider approving Resolution No. 2018-89 allowing a “Temporary Carnival” per Ordinance No. 1770 for the Mary Immaculate Catholic Church Annual Parish Fall Festival, located at 2800 Valwood Parkway, to be held on October 5, 2018 and October 6, 2018; and take appropriate action. BACKGROUND: Ordinance No. 1770 allows a “Temporary Carnival or Circus” in all zoning districts if prior approval is granted by passage of a resolution of the City Council for such use. A request was submitted by Mary Immaculate Catholic Church, located at 2800 Valwood Parkway, requesting permission to host their 2018 Annual Fall Festival on October 5, 2018 and October 6, 2018, which will include the use of an outdoor amplified PA system. DISCUSSION: Last year, approval was granted to host the Fall Festival, with a provision in the resolution allowing for the use of an outdoor amplified PA system until 9:00 p.m. on Friday, and until 9:00 p.m. on Saturday. The same provision has been included in the proposed resolution. This provision does not allow the event to violate the City’s Noise Ordinance, which provides that “no person shall make or cause to be made any unreasonably loud, disturbing and unnecessary noise in the City which is offensive to the ordinary sensibilities of the inhabitants of the city…” RECOMMENDATION: City Administration recommends adopting Resolution No. 2018-89 allowing a “Temporary Carnival” per Ordinance No. 1770 for the Mary Immaculate Catholic Church Annual Parish Fall Festival, located at 2800 Valwood Parkway, to be held on October 5, 2018 and October 6, 2018. ACTIONS: 1)Motion to approve Resolution No. 2018-89 allowing a “Temporary Carnival” per Ordinance No. 1770 for the Mary Immaculate Catholic Church Annual Parish Fall Festival, located at 2800 Valwood Parkway. 2)Motion to deny Resolution No. 2018-89 allowing a “Temporary Carnival” per Ordinance No . 1770 for the Mary Immaculate Catholic Church Annual Parish Fall Festival, located at 2800 Valwood Parkway. 3)Motion to modify to meet the needs of the Council. 4)Motion to table the issue for further study or take no action. Page 1 City of Farmers Branch Printed on 9/20/2018 File Number: R2018-89 ATTACHMENTS: 1.Resolution No. 2018-89 Page 2 City of Farmers Branch Printed on 9/20/2018 RESOLUTION NO. 2018-89 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FARMERS BRANCH, TEXAS,ALLOWING A “TEMPORARY CARNIVAL OR CIRCUS” USE WITH CONDITIONS FROM OCTOBER 5, 2018,THROUGH OCTOBER 6, 2018, ON PROPERTY LOCATED AT 2800 VALWOOD PARKWAY, FARMERS BRANCH, TEXAS, TO MARY IMMACULATE CATHOLIC CHURCH FOR THE PURPOSE OF HOLDING ITS 2018ANNUAL FALL FESTIVAL; AND PROVIDING AN EFFECTIVE DATE. WHEREAS,Mary Immaculate Catholic Church,located on property at 2800 Valwood Parkway, Farmers Branch, Texas (hereinafter, the “Property”) desires to holda 2018Annual Fall Festival on the Property from October 5, 2018through October 6, 2018,to include food, carnival rides and outdoor and indoor music entertainment;and WHEREAS, the proposed 2018Annual Fall Festival activities are considered a “Temporary Carnival or Circus” use underthe City’s Comprehensive Zoning Ordinance, said use being allowed in all zoning districts with prior approval of the City Council; and WHEREAS, the City Council of the City of Farmers Branch, desires to allow a “Temporary Carnival or Circus” use with as requested. NOW, THEREFORE, BE IT RESOLVEDBY THE CITY COUNCIL OF THE CITY OF FARMERS BRANCH, TEXAS, THAT: SECTION 1. A“Temporary Carnival or Circus” shall be permitted October 5, 2018through October 6, 2018on property located at 2800 Valwood Parkway, Farmers Branch, Texas, (hereinafter, the “Property”) to Mary Immaculate Catholic Church forthe purpose of holding its 2018Annual Fall Festival. SECTION 2. The “Temporary Carnival or Circus” use on the subject Property shall be permitted only in accordance with, and subject to, the following conditions: A.“Temporary Carnival or Circus” use on the subject Property is granted herein from October 5, 2018through October 6, 2018; B.Mary Immaculate Catholic Church shall obtain all necessary permits required by the Cityof Farmers Branch or any other regulatory governmental authority prior to October 5, 2018for the activities proposed for the 2018Annual Fall Festival; C.Use of an outdoor amplified PA system shall be permitted on the subject Property on Friday, October 5, 2018,for the purpose of announcements and outdoor amplified music until 9:00 p.m. There shall be no outdoor amplified music on October 5, 2018,after 9:00 p.m.; D.Use of an outdoor amplified PA system shall be permitted on the subjectProperty on Saturday, October 6, 2018,for the purpose of announcements and outdoor amplified music until 9:00 p.m. There shall be no outdoor amplified music on October 6, 2018after 9:00 p.m.;and E.No authority granted herein shall exempt any person from obeying the City of Farmers Branch Code of Ordinancesregulating noise within the City of Farmers Branch, nor shall any authority granted herein supersede the Farmers Branch Police Department’s authority and discretion to enforce said ordinances. SECTION 3. This Resolution shall be effective immediately upon approval. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF FARMERS BRANCH, TEXAS, THIS 25thDAY OF SEPTEMBER, 2018. ATTEST:APPROVED: ___________________________________________________________ Amy Piukana,City Secretary Robert C. Dye, Mayor APPROVED AS TO FORM: ______________________________ Peter G. Smith, City Attorney (PGS:9-13-18:TM 102667) Staff Report City of Farmers Branch Farmers Branch City Hall 13000 Wm Dodson Pkwy Farmers Branch, Texas 75234 File Number: R2018-90 Agenda Date: 9/25/2018 Status: Consent AgendaVersion: 1 File Type: ResolutionIn Control: City Council Agenda Number: H.4 Consider approving Resolution No. 2018-90 affirming the terms and conditions of the interlocal agreement between the City of Farmers Branch and the Dallas County Hospital District, d/b/a Parkland Health & Hospital System, for forensic medical examinations and evidence collection services; authorizing the City Manager to execute the agreement on behalf of the City of Farmers Branch; and take appropriate action. BACKGROUND: The Dallas County Hospital District, d/b/a Parkland Health & Hospital, is seeking an interlocal agreement specifying the payment process for forensic medical examination and collection of evidence from victims of alleged sexual assault. The City, through the Farmers Branch Police Department, will pay all costs for any requested forensic medical examination of an alleged sexual assault at a Parkland facility for use in the investigation or prosecution of the offense. The agreement formalizes what is, and has been, the practice between the hospital and the Farmers Branch Police Department. The costs are paid by the Farmers Branch Police Department to the hospital and then submitted by the Farmers Branch Police Department to the State of Texas Crime Victims’ Compensation Program for reimbursement. DISCUSSION: State of Texas law (article 56.06 of the Texas Code of Criminal Procedure) requires that, if a sexual assault is reported to a law enforcement agency within 96 hours of the assault, the law enforcement agency, with the consent of the victim, request a forensic examination of the victim of the alleged sexual assault for use in the investigation or prosecution of the offense. Furthermore, the requesting law enforcement agency shall pay all costs of the examination. On application to the attorney general, the law enforcement agency is entitled to be reimbursed for the reasonable costs of the examination if the examination was performed by a physician or by a sexual assault examiner or sexual assault nurse examiner. The Farmers Branch Police Department adheres to the law, and it has been the practice to promptly pay the cost of any requested examination to the hospital. The department then submits the itemized bill to the State’s Crime Victims’ Compensation Program for reimbursement. The program reimburses an amount not to exceed $1,000 for dates of crime after July 15, 2016 and an amount not to exceed $700 from a crime prior to that date. The reimbursement usually covers 90% to 100% of the amount paid out by the department. Page 1 City of Farmers Branch Printed on 9/20/2018 File Number: R2018-90 The proposed interlocal agreement formalizes, but does not change, current practices in regard to paying for these forensic examinations. FISCAL IMPACT: Budgeted Financial Impact (No change. Forensic Exams are budgeted for annually in the Police Investigation division of the General Fund). RECOMMENDATION: City Administration recommends approving Resolution 2018-90 affirming the terms and conditions of the interlocal agreement between the City of Farmers Branch and the Dallas County Hospital District, d/b/a Parkland Health & Hospital System, for forensic medical examinations and evidence collection services; authorizing the City Manager to execute the agreement on behalf of the City of Farmers Branch; and providing for an effective date. POSSIBLE COUNCIL ACTION: 1. I move to approve Resolution 2018-90 affirming the terms and conditions of the interlocal agreement between the City of Farmers Branch and the Dallas County Hospital District, d /b/a Parkland Health & Hospital System, for forensic medical examinations and evidence collection services; authorizing the City Manager to execute the agreement on behalf of the City of Farmers Branch; and providing for an effective date. 2. I move to approve Resolution 2018-90 affirming the terms and conditions of the interlocal agreement between the City of Farmers Branch and the Dallas County Hospital District, d /b/a Parkland Health & Hospital System, for forensic medical examinations and evidence collection services; authorizing the City Manager to execute the agreement on behalf of the City of Farmers Branch; and providing for an effective date, with modifications. 3. I move to table the issue for further study or take no action. ATTACHMENT(S): 1. Resolution No. 2018-90. 2. Exhibit “A” Interlocal Agreement. Page 2 City of Farmers Branch Printed on 9/20/2018 1 RESOLUTION NO.2018-90 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FARMERS BRANCH, TEXAS, APPROVING THE TERMS AND CONDITIONS OF THE INTERLOCAL AGREEMENT BETWEEN THE CITY OF FARMERS BRANCH AND DALLAS COUNTY HOSPITAL DISTRICT D/B/A PARKLAND HEALTH & HOSPITAL SYSTEM FOR FORENSIC MEDICAL EXAMINATIONS AND EVIDENCE COLLECTION SERVICES; AUTHORIZING THE CITY MANAGER TO EXECUTE THE INTERLOCAL AGREEMENT ON BEHALF OF THE CITY OF FARMERS BRANCH; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Farmers Branch, Texas has been presented with a proposed Interlocal Agreement (“Agreement”) between the City and Dallas County Hospital District d/b/a Parkland Health & Hospital System (“Parkland”) to allow Parkland to perform forensic medical examinations and evidence collection services when requested by the City’s Police Department forvictimsof alleged sexual assaultsfor use in the investigation or prosecution of the offense; and WHEREAS, upon full review and consideration of the Agreement and all matters related thereto, the City Council is of the opinion and finds that the terms and conditions thereof should be approved, and that the City Manager should be authorized to execute the Agreement on behalf of the City of Farmers Branch; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FARMERS BRANCH, TEXAS: SECTION 1.That the City Manager is hereby authorized to execute the Interlocal Agreement between the City and Dallas County Hospital District d/b/a Parkland Health & Hospital System (“Parkland”)on behalf of the City of Farmers Branchto allow Parkland to perform forensic medical examinations and evidence collection services, which is attached hereto as Exhibit “A”. SECTION 2.This resolution shall become effective immediately upon final passage. PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF FARMERS BRANCH, TEXAS, THIS THE 25TH DAY OF SEPTEMBER 2018. ATTEST:APPROVED: ___________________________________________________________ Amy Piukana, City Secretary Robert C. Dye, Mayor 2 APPROVED AS TO FORM: _________________________________ Peter G. Smith, City Attorney (JPD:8/30/18:102309) 3 EXHIBIT “A” Interlocal Agreement between the City of Farmers Branchand Parkland (to be attached) Staff Report City of Farmers Branch Farmers Branch City Hall 13000 Wm Dodson Pkwy Farmers Branch, Texas 75234 File Number: ORD-3529 Agenda Date: 9/25/2018 Status: Public HearingVersion: 1 File Type: OrdinanceIn Control: City Council Agenda Number: I.1 Conduct a public hearing and consider adopting Ordinance No. 3529 for a zoning amendment to Planned Development District No. 22 (PD-22) to allow hotel uses subject to approval of a Specific Use Permit, and a request for a Specific Use Permit with an associated Detailed Site Plan for a hotel located on an approximately 1.82-acre property being the southern portion of the property located at 13998 Diplomat Drive; and take appropriate action. BACKGROUND: The City has received a request from Triangle Engineering, the applicant, to amend the Planned Development District No. 22 (PD-22) to allow hotel uses subject to approval of a Specific Use Permit for a 1.82-acre property located at 13998 Diplomat Drive, including a request for a Specific Use Permit and an associated Detailed Site Plan for a hotel. The subject property represents the southern portion of an overall larger parent tract which is 3.36 acres. The subject property is located within the Valwood Industrial Park, west of I -35 / Stemmons Freeway at the northeast corner of Diplomat Drive and Delegate Drive. The subject property is located within Planned Development District No. 22 (PD-22) which currently does not allow hotel uses, hence the reason for this request to amend the zoning district. Public Response: Staff has received five (5) letters of opposition from property owners within the notification area, in addition to four (4) letters of opposition received from property owners outside of the notification area. The letters received in opposition from the notification area represent approximately 49% of the notification area, thus requiring a super majority vote of all City Council members in order for this request to be approved. RECOMMENDATION: On August 27, 2018, the Planning and Zoning Commission voted unanimously to recommend denial of the proposed Zoning amendment as presented in Ordinance No. 3529. Due to the Commission’s denial recommendation, a super majority vote of all City Council members is required in order for this request to be approved. On September 17, 2018, staff received a letter from the applicant requesting to continue consideration Page 1 City of Farmers Branch Printed on 9/20/2018 File Number: ORD-3529 of this request to the City Council’s meeting date on November 27, 2018, in order to allow the applicant additional time to meet with the surrounding property owners. Should the City Council want to consider the applicant’s request to continue discussion, then staff recommends the public hearing be opened and continued to the November 27, 2018 meeting. ACTIONS: 1.Motion to adopt Ordinance No. 3529 2.Motion to adopt Ordinance No. 3529 with the following modifications … 3.Motion to deny Ordinance No. 3529 4.Motion to continue the public hearing to the November 27, 2018 meeting. 5.Motion to continue discussion at the next meeting. ATTACHMENTS: 1.Aerial Map 2.Location Map 3.Letter from Applicant Requesting Continuance 4.Information Memorandum 5.Ordinance No. 3529 6.Detailed Site Plan 7.Landscape Plan 8.Elevations 9.Sign Plan 10.Overall Site Plan (for information purpose only) 11.Floor Plan for First Floor (for information purpose only) 12.Market Feasibility Study 13.Franchise Agreement 14.Site Photographs 15.Letters of Opposition Within the Notification Area 16.Letters of Opposition Outside of the Notification Area 17.August 27, 2018 Planning and Zoning Commission Meeting Minutes (excerpt only - item C.1) 18.Staff Presentation (DRAFT) Page 2 City of Farmers Branch Printed on 9/20/2018 OS P OV E R A L L S I T E P L A N EN G I N E E R TRIANGLE E N G I N E E R I N G L L C 1503 AS T O R I A D R I V E ALLEN, T E X A S 7 5 0 1 3 CONTACT:K A R T A V Y A P A T E L TEL: 2 1 4 - 6 0 9 - 9 2 7 1 EE SS WW LEGEND14" PINE XGASW.E.WATERLINE EASEMENT LEGENDFIRE LANE & ACCESS EASEMENTSANITARY SEWER EASEMNETDRAINAGE EASEMENT F.L.A.ES.E.D.E.C.O.CLEAN OUT GMGAS METERETELECTRICAL TRANSFORMERFHFIRE HYDRANTSSMHSANITARY SEWER MANHOLESTMMHSTORM SEWER MANHOLEB.S.BUILDING SET BACKL.S.LANDSCAPE SETBACKF.D.C.FIRE DEPARTMENT CONNECTIONSPROPOSED 26' FIRE LANE COF AR C H I T E C T RS S A R C H I T E C T S , L L C 10 3 S . 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MESQUITE STREET, SUITE B AVID by IHG 3- 2 6 - 1 8 PH: 817/538-9258 DIPLOMAT DRIVE AT DELEGATE DRIVE FARMERS BRANCH, TEXAS PR E L I M I N A R Y PRELIMINARY - FOR REVIEW ONLY LO C . # 1 9 6 6 1 A- 3 0 1 FI R S T F L O O R P L A N SC A L E : 1 / 8 " = 1 ' - 0 " PR E L I M I N A R Y WWW.USHOTELAPPRAISALS.COM FEASIBILITY STUDY Proposed Avid, an IHG Hotel 13998 Diplomat Drive Farmers Branch, Texas ProposedSubmitted to: Mr. Alkesh Patel Diplomat Group LLC 1419 West Main Street, Suite 114 Battle Ground, Washington, 98604 edPrepared By: U.S. Hotel Appraisals 603 West 13th Street, Suite 2H Austin, Texas, 78701 +1 (214) 629 -0908 WWW.USHOTELAPPRAISALS.COM April 26, 2018 Mr. Alkesh Patel Diplomat Group LLC 1419 West Main Street, Suite 114 Battle Ground, Washington, 98604 Re: Proposed Avid, an IHG Hotel; Farmers Branch, Texas; Job Reference #: 2018US0235 Dear Mr. Patel: Thank you for the opportunity to complete this feasibility study of the Proposed Avid, an IHG Hotel for your company. We have studied the proposed project, and the results of our fieldwork and analysis are presented in this report. Our report was prepared in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP), as provided by the Appraisal Foundation. We hereby certify that we have no undisclosed interest in the property, and our employment and compensation are not contingent upon our findings. This study is subject to the data and explanation contained within this report, as well as the stipulated assumptions and limiting conditions. Sincerely, U.S. Hotel Appraisals, LLC DRAFT REPORT David R. Bone, Vice President dbone@ushotelappraisals.com, +1 (214) 629-0908 State Appraiser License (TX) TX1380415G U.S. HOTEL APPRAISALS TABLE OF CONTENTS TABLE OF CONTENTS 1. Introduction .................................................................................................................................................................. 1 2. The Real Estate ............................................................................................................................................................. 4 3. Market Area Analysis ................................................................................................................................................. 24 4. Hotel Market Trends ................................................................................................................................................... 40 5. RevPAR Forecast ........................................................................................................................................................ 60 6. Forecast of Cash Flow ............................................................................................................................................... 64 7. Feasibility Analysis ...................................................................................................................................................... 80 8. Assumptions & Limiting Conditions ......................................................................................................................... 86 9. Certification ................................................................................................................................................................ 88 Addenda Glossary of Terms Qualifications Copy of Appraisal License(s) Copy of Engagement Letter Copy of STR Report U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS INTRODUCTION - 1 1. INTRODUCTION The subject of this feasibility report is the Proposed Avid, an IHG Hotel to be located at 13998 Diplomat Drive, Farmers Branch, Texas 75234. Primary aspects of the site and project analyzed are summarized as follows: • Proposed Property Type: Limited-Service lodging facility • Interest Considered: Fee simple • Site Size: 79,279 square feet (1.82 acres) • Parcel Number: 006512000301B0000 • Zoning: PD-22 - Planned Development • Flood Zone: Zone X500 • Expected Opening Date: October 1, 2019 • Proposed Building Size: 41,643 square feet • Proposed Building Stories: Four • Proposed Number of Rooms: 95 • Planned Food and Beverage Facilities: Grab-and-Go Breakfast • Planned Meeting Space: None • Other Facilities Planned: A fitness room, a work area, and a market pantry • Parking Spaces Planned: 100 Important dates and inspection information are presented as follows: • Date of Report: April 26, 2018 • Date of Inspection: April 19, 2018 • Inspected By: David R. Bone • Assumed Opening Date: October 1, 2019 • Date of Forecast Stabilization: October 1, 2022 Parameters considered in the development of our net present value (NPV) opinion are summarized as follows: • Terminal Capitalization Rate: 10.0% • Discount Rate: 10.25% • Direct Capitalization Rate: 9.00% U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS INTRODUCTION - 2 The results of the feasibility analysis are presented as follows: • Net Present Value (As of Opening): $9,700,000 • Development Cost, with Incentive: $9,633,750 • Based on the parameters, the feasibility of the subject project is confirmed. Assignment Conditions The analysis is based on the extraordinary assumption that the described improvements have been completed as of the stated date of opening. The reader should understand that the completed subject property does not yet exist as of the date of this report. Our feasibility study does not address unforeseeable events that could alter the proposed project and/or the market conditions reflected in the analyses; we assume that no significant changes, other than those anticipated and explained in this report, shall take place between the date of inspection and stated date of opening. The use of this extraordinary assumption may have affected the assignment results. We have made no other extraordinary assumptions specific to this feasibility study. However, several important general assumptions have been made that apply to this feasibility study and our studies of proposed hotels in general. These aspects are set forth in the Assumptions and Limiting Conditions chapter of this report. Ownership, Management, and Franchise Assumptions Details pertaining to management terms were not yet determined at the time of this report; however, we assume that the proposed hotel will be managed by a professional hotel -operating company, with fees deducted at rates consistent with current market standards. We have assumed a market-appropriate total management fee of 3.0% of total revenues in our study. The proposed subject hotel will reportedly operate under a franchise agreement with InterContinental Hotels Group as an Avid, an IHG Hotel; the agreement is expected to span 20 years. Based on our review of the agreement’s terms or expected terms, the avid franchise is reflected in our forecasts with a royalty fee of 5% of rooms revenue, and a marketing assessment of 3% of rooms revenue. Intended Use of the Feasibility Study This feasibility study is being prepared for use in the asset evaluation of the subject property. Identification of the Client and Intended User(s) of the Feasibility Study The client for this engagement is Diplomat Group LLC. This report is intended for the addressee firm and may not be distributed to or relied upon by other persons or entities. Marketing and Exposure Periods The marketing and exposure periods are similar concepts and simply reflect different perspectives in time. Published surveys report marketing time, not the exposure period. Marketing time is an opinion of the amount of time it might take to sell a property at the concluded market value level during the period immediately after the effective date of an appraisal. According to the HVS Brokers Survey - Fall 2017, reported marketing times averaged 6.6 months for luxury/upper-upscale properties, 7.1 months for full -service hotels, and 5.9 months for select-service hotels. Marketing time for luxury/upper-upscale properties, full-service hotels, and select-service hotels averaged 6.8, 6.3, and 6.0 months, respectively, according to the PWC Real Estate Investor Survey - Third Quarter 2017. USRC reported average marketing times of 7.8 and 7.3 months, respectively, for full-service and limited-service hotels in its Mid-Year 2017 Hotel Investor Survey. Overall marketing time is averaging 6.0 months for hotels (versus 6.3 months for the third quarter), as reported by Situs RERC's fourth-quarter 2017 Real Estate Report. Our opinion is that the exposure period for the proposed subject hotel, prior to the assumed date of opening, is estimated to be less than or equal to five to seven months, while the marketing period for the proposed subject hotel, subsequent to the assumed date of opening, is less than or equal to five to seven months. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS INTRODUCTION - 3 Scope of Work Performed All information was colle cted and analyzed by the staff of U.S. Hotel Appraisals. Property-specific information was supplied by the developer of the hotel. The subject site has been evaluated from the viewpoint of its physical utility for the future operation of a hotel, as well as access, visibility, and other relevant location-related factors. The subject hotel's proposed improvements have been reviewed for their expected quality of construction, design, layout efficiency, and items of physical deterioration and potential functional obsolescence. The surrounding economic environment has been reviewed to identify economic and demographic trends that may have an impact on future demand for hotels. The market for hotel accommodations has been investigated, including factors such as purpose of visit, average length of stay, facilities and amenities, seasonality, daily demand fluctuations, and price sensitivity. An analysis of existing and proposed competition provides an indication of the current accommodated demand, along with market penetration and the degree of competitiveness. Documentation for an occupancy and average rate projection is derived utilizing a penetration analysis based on an analysis of lodging activity. A detailed projection of income and expense made in accordance with the Uniform System of Accounts for Hotels sets forth the anticipated economic benefits of the proposed subject hotel and provide the basis for the feasibility analysis. The study compares the net present value of the forecast cash flows to the development cost of the hotel. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 4 2. THE REAL ESTATE Site Overview The suitability of the land for the operation of a lodging facility is an important consideration affecting the economic viability of a property and its ultimate feasibility. Factors such as size, topography, access, visibility, and the availability of utilities have a direct impact on the desirability of a particular site. The subject site is located in northern Farmers Branch, in the southwest quadrant of the intersection formed by Interstate 35E and Valwood Parkway. Important site attributes include the following: • The site size spans 79,279 square feet (1.82 acres). • The topography of the site is generally flat, and the shape should permit efficient use of the site for building and site improvements, including ingress and egress. Upon completion of construction, the subject site will not contain any significant portion of undeveloped land that could be sold, entitled, and developed for alternate use. It is expected that the site will be developed fully with building and site improvements, thus contributing to the overall profitability of the hotel. • We are not aware of any easements attached to the property that would significantly affect the utility of the site or marketability of this project. • The subject site will reportedly be served by all necessary utilities. • The site has the zoning designation of PD-22 - Planned Development. This zoning designation is a special district permitting specific commercial, industrial, and residential/commercial mixed uses that normally require site - plan approval prior to development. We assume that all necessary permits and approvals will be secured (including the appropriate liquor license if applicable) and that the subject property will be constructed in accordance with local zoning ordinances, building codes, and all other applicable regulations. Our zoning analysis should be verified before any physical changes are made to the site. Direction Adjacent Use North Valwood Parkway South Delegate Drive East Precision Landscape Management West Diplomat Drive U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 5 Aerial View of Site Hazardous Waste We were not informed of any site-specific nuisances or hazards, and there were no visible signs of toxic ground contaminants at the time of our inspection. Because we are not experts in this field, we do not warrant the absence of hazardous waste and urge the reader to obtain an independent analysis of these factors. Soil Conditions Geological and soil reports were not provided to us or made available for our review during the preparation of this report. We are not qualified to evaluate soil conditions other than by a visual inspection of the surface; no extraordinary conditions were apparent. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 6 View North From Site View South From Site U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 7 View East From Site View West From Site U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 8 Flood Map A copy of the flood map and flood map cover is illustrated below. FEMA Map U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 9 Accessibility and Visibility of the Site It is important to analyze the site with respect to regional and local transportation routes and demand generators, including ease of access. The subject site is readily accessible to a variety of local and regional highways. Map of Primary Access Routes Our summary of pertinent accessibility and visibility attributes and ratings is presented in the following table. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 10 Summary of Access and Visibility Attributes Major Local Highways: Primary Airport:Dallas/Fort Worth International Airport Distance to Airport (Miles):Seven Regional Access Rating:Excellent Local Accessibility Rating:Very Good Anticipated Building Visibility Rating:Fair Anticipated Hotel Signage Rating:Good Accessibility and/or Visibility Issues Noted: Interstates 20, 30, 35E, 35W, 45, and 635 According to the site plan provided by the developer and our understanding of the proposed subject site, the subject property will not have visibility from Interstates 35E or 635. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 11 Neighborhood Analysis The neighborhood surrounding a lodging facility often has an impact on a hotel's status, image, class, style of operation, and sometimes its ability to attract and properly serve a particular market segment. Neighborhood Summary Neighborhood Boundaries: North: South: East: West: Neighborhood Composition: Residential:20%Other:5% Retail/Restaurant:25%Undeveloped:10% Office/Industrial:40%Total:100% Life-Cycle Stage: Proximate Restaurants: 1 2 3 4 Proximate Businesses & Entities: 1 2 3 4 5 Valwood Park, Diplomat Center 6 Valley View Commerce Center, PS Business Park Neighborhood Changes/Issues Noted: Automated Packaging Systems TD Industries Spirit International In this neighborhood, significant development is occurring in the retail/restaurant, industrial, commercial, and residential sectors, as the area continues to undergo a major transformation. Notable changes in this neighborhood include the ongoing construction within the Mercer Crossing mixed-use development and robust residential growth around the intersection of Luna Road and Interstate 635. Several thousand multi-family residential units and hundreds of single-family residences have either been completed recently or are under construction within a two-mile radius of Luna Road and Interstate 635. Jack In The Box Waffle House Taco Bueno Dairy Queen Satco Products of TX Inc. MacArthur Boulevard Growth Belt Line Road Royal Lane Interstate 35E U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 12 Neighborhood Map U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 13 Aerial View of Neighborhood U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 14 Proposed Improvements The proposed subject hotel will be a lodging facility containing the facilities outlined in the following table, as well as the requisite back-of-the-house ancillary facilities. Proposed Hotel Characteristics Expected Opening Year:2019 Dining Facilities: Grab-and-Go Breakfast Number of Buildings:one Number of Stories:four Meeting Space (SF): None Building Square Feet:41,643 Parking Spaces:100 Amenities: Guestroom Type Breakdown: King:46 Queen/Queen:49 Total:95 Fitness Room, Market Pantry, Work Area, Coffee/Water Station Site Improvements, Structure, & Vertical Access The proposed hotel will comprise one four-story building. Surface parking will be located around the building. Other site improvements will include freestanding signage, located at the main entrance to the site, as well as landscaping and sidewalks. Additional signage is expected to be placed on the exterior of the building. The hotel's main entrance will lead directly into the lobby, and the first (ground) floor will house the public areas and the back-of-the-house space. Guestrooms are planned to be located on the first through fourth floors. The site and building components are expected to be normal for a hotel of this type and should meet the standards for this suburban Farmers Branch market. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 15 Picture of Subject Site Site Plan U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 16 Public Areas The hotel’s Breakfast Beacon (a grab-and-go counter) will be located opposite the front desk in the lobby. Its size and layout should be appropriate for the hotel. The furnishings of the space are expected to be of a similar style and finish as lobby and guestroom furnishings. The hotel is planned to offer a fitness room as a recreational facility. Other amenities are likely to include a coffee and water station, a work area (an area for guests to plug their computers in and charge their phones), and a market pantry. Overall, the supporting facilities should be appropriate for a hotel of this type, and we assume that they will meet brand standards. Typical Subject Exterior - Front U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 17 Typical Subject Exterior - Back Typical Subject Public Area - Lobby U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 18 Typical Subject Public Area – Breakfast Area Typical Subject Public Area – Fitness Room U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 19 Typical Floor Plan – First Floor Guestrooms The hotel is expected to feature standard guestroom configurations, with guestrooms present on all levels of the property's proposed single building. The standard guestrooms should offer typical amenities for this product type. The guestroom bathrooms are anticipated to be of a standard size, with a shower-in-tub, commode, and single sink with vanity area, featuring a stone countertop. The floors are expected to be finished with tile, and the walls will likely be finished with wallcovering. Overall, the guestrooms should offer a competitive product for this Farmers Branch neighborhood. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 20 Typical Subject Guestroom Typical Subject Guestroom Living Area U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 21 Typical Subject Guestroom Bathroom Typical Subject Guestroom Closet Area U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 22 Floor Plan – Typical Guestroom Floor Support Areas and Engineering Systems The hotel is expected to be served by the necessary back-of-the-house space, including an in-house laundry facility, administrative offices, and a prep kitchen to service the needs of the breakfast dining area. These spaces should be adequate for a hotel of this type and should allow for the efficient operation of the property under competent management. We assume that the property will be built according to all pertinent codes and brand standards. Moreover, we assume its construction will not create any environmental hazards (such as mold) and that the property will fully comply with the Americans with Disabilities Act. Capital Expenditures Our analysis assumes that, after its opening, the hotel will require ongoing upgrades and periodic renovations in order to maintain its competitive level in this market and to remain compliant with brand standards. These costs should be adequately funded by the forecasted reserve for replacement, as long as a successful, ongoing preventive- maintenance program is employed by hotel staff. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS THE REAL ESTATE - 23 Proposed Improvements Conclusion Overall, the proposed subject hotel should offer a well -designed, functional layout of support areas and guestrooms. All typical and market-appropriate features and amenities appear to be included in the hotel's design. We assume that the building will be fully open and operational on the stipulated opening date and will meet all local building codes and brand standards. Furthermore, we assume that the hotel staff will be adequately trained to allow for a successful opening and that pre-marketing efforts will have introduced the product to major local accounts at least six months in advance of the opening date. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS MARKET AREA ANALYSIS - 24 3. MARKET AREA ANALYSIS The economic vitality of the market area is an important consideration in forecasting lodging demand. The purpose of this chapter is to review available economic and demographic data to determine whether the local market will undergo economic growth, stabilize, or decline. These trends are then correlated based on their propensity to reflect variations in lodging demand. Status of the National Economy Our analysis of the outlook for this specific market also considers the broader context of the national economy. The U.S. economy expanded during the last three years, with a relatively low point in growth occurring during the fourth quarter of 2015 and the first quarter of 2016, as well as the first quarter of 2017. Most recently, the U.S. economy expanded by 3.1% and 3.0% in the second and third quarters of 2017, respectively. The recent acceleration reflected strong personal consumption expenditures (PCE), private inventory investment, nonresidential fixed investment, exports, and federal government spending. GD P R a t e o f C h a n g e U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS MARKET AREA ANALYSIS - 25 After a 0.1% drop in August, retail sales expanded by 1.0% and 0.5% in September and October 2017, respectively, much in line with expectations. This was followed by 0.8% growth in November, largely attributed to holiday shopping. The overall sentiment of the consumer remains relatively strong, illustrated by consumer confidence, as follows. U.S. economic growth continues to support expansion of lodging demand. In 2017, demand growth through November registered 2.7%, stronger than the 1.6% level recorded in 2016. The economic growth, low unemployment, higher levels of personal income, and stability in the U.S. economy as of early 2018 is helping to maintain strong interest in hotel investments by a diverse array of market participants. Co n s u m e r C o n f i d e n c e Re t a i l S a l e s G r o w t h U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS MARKET AREA ANALYSIS - 26 Overview of the Local Market Area The subject’s greater market area spans Dallas County. Location Within State City Vital Statistics Year Settled:1850 Year Incorporated:1946 Area (Square Miles):12 Elevation (Feet):463 Population (2016):34,988 Source: Wikipedia U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS MARKET AREA ANALYSIS - 27 Map of Market Area U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS MARKET AREA ANALYSIS - 28 Economic and Demographic (Social) Statistics Based on fieldwork conducted in the area and our in-house sources, we have evaluated various economic and demographic statistics to determine trends in lodging demand. A primary source of economic and demographic statistics used in this analysis is the Complete Economic and Demographic Data Source published by Woods & Poole Economics, Inc., a well-regarded forecasting service based in Washington, D.C. Economic and Demographic Statistics and Trends Average Annual Compounded Change 2000 2010 2017 2020 2000-10 2010-17 2017-20 Resident Population (Thousands) Dallas County 2,220.8 2,373.4 2,619.8 2,725.9 0.7 %1.4 %1.3 % Dallas-Fort Worth-Arlington, TX MSA 5,235.4 6,452.7 7,333.4 7,738.0 2.1 1.8 1.8 Dallas-Fort Worth, TX-OK CSA 5,597.0 6,844.7 7,743.3 8,160.1 2.0 1.8 1.8 State of Texas 20,944.5 25,245.7 28,259.8 29,649.5 1.9 1.6 1.6 United States 282,162.4 309,347.1 327,505.1 336,690.4 0.9 0.8 0.9 Per-Capita Personal Income* Dallas County $43,118 $43,282 $50,832 $53,476 0.0 2.3 1.7 Dallas-Fort Worth-Arlington, TX MSA 40,836 41,498 47,854 50,219 0.2 2.1 1.6 Dallas-Fort Worth, TX-OK CSA 39,964 40,866 47,230 49,593 0.2 2.1 1.6 State of Texas 34,121 37,659 44,036 46,183 1.0 2.3 1.6 United States 36,812 39,622 44,290 46,375 0.7 1.6 1.5 W&P Wealth Index Dallas County 119.4 111.9 117.1 117.5 (0.6)0.7 0.1 Dallas-Fort Worth-Arlington, TX MSA 113.4 107.1 109.8 109.8 (0.6)0.3 0.0 Dallas-Fort Worth, TX-OK CSA 110.5 105.1 107.9 108.1 (0.5)0.4 0.0 State of Texas 94.0 96.2 100.0 100.1 0.2 0.6 0.0 United States 100.0 100.0 100.0 100.0 0.0 0.0 0.0 Food and Beverage Sales (Millions)* Dallas County $4,056 $4,438 $5,824 $6,210 0.9 4.0 2.2 Dallas-Fort Worth-Arlington, TX MSA 8,138 10,654 14,420 15,575 2.7 4.4 2.6 Dallas-Fort Worth, TX-OK CSA 8,472 11,066 14,958 16,141 2.7 4.4 2.6 State of Texas 27,748 37,635 51,705 55,656 3.1 4.6 2.5 United States 368,829 447,728 571,731 602,635 2.0 3.6 1.8 Total Retail Sales (Millions)* Dallas County $36,592 $35,440 $43,733 $46,464 (0.3)3.0 2.0 Dallas-Fort Worth-Arlington, TX MSA 80,693 94,010 119,854 129,151 1.5 3.5 2.5 Dallas-Fort Worth, TX-OK CSA 85,190 98,441 125,097 134,661 1.5 3.5 2.5 State of Texas 291,221 341,775 433,586 464,763 1.6 3.5 2.3 United States 3,902,830 4,130,414 4,932,756 5,181,433 0.6 2.6 1.7 * Inflation Adjusted Source: Woods & Poole Economics, Inc. The U.S. population has grown at an average annual compounded rate of 0.8% from 2010 through 2017. The county’s population has increased at a quicker pace than the nation’s population; the average annual growth rate of 1.4% between 2010 and 2017 reflects a gradually expanding area. Following this population trend, per-capita personal income increased modestly, at 2.3% on average annually for the county between 2010 and 2017. Local wealth indexes have remained stable in recent years, registering a relatively high 117.1 level for the county in 2017. Food and beverage sales totaled $5,824 million in the county in 2017, versus $4,438 million in 2010. This reflects a 4.0% average annual change, which is stronger than the 0.9% pace recorded in the prior decade, the latter years of which were adversely affected by the recession. Over the long term, the pace of growth is forecast to moderate to a more sustainable level of 2.2%, which is forecast through 2020. The retail sales sector demonstrated an annual decline of -0.3% registered in the decade 2000 to 2010, followed by an increase of 3.0% in the period 2010 to 2017. An increase of 2.0% average annual change is expected in county retail sales through 2020. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS MARKET AREA ANALYSIS - 29 County Employment Trends Average Annual Compounded Change Percent Percent Percent Percent Industry 2000 of Total 2010 of Total 2017 of Total 2020 of Total Farm 1.0 0.1 %1.0 0.1 %1.1 0.0 %1.1 0.0 %(0.3)%1.5 %0.7 % Forestry, Fishing, Related Activities And Other 0.8 0.0 0.7 0.0 1.0 0.0 1.0 0.0 (1.9)5.7 1.4 Mining 17.4 0.9 29.6 1.6 39.1 1.8 40.2 1.7 5.5 4.1 0.9 Utilities 5.6 0.3 5.4 0.3 5.1 0.2 5.1 0.2 (0.4)(0.9)(0.0) Construction 111.6 5.9 100.8 5.4 130.4 5.9 141.7 6.0 (1.0)3.7 2.8 Manufacturing 187.3 10.0 120.0 6.4 118.7 5.4 120.2 5.1 (4.4)(0.2)0.4 Total Trade 318.7 16.9 263.5 14.1 313.5 14.2 328.3 14.0 (1.9)2.5 1.5 Wholesale Trade 127.8 6.8 108.5 5.8 125.8 5.7 127.9 5.5 (1.6)2.1 0.6 Retail Trade 190.9 10.1 155.0 8.3 187.8 8.5 200.4 8.5 (2.1)2.8 2.2 Transportation And Warehousing 74.8 4.0 68.9 3.7 82.0 3.7 85.1 3.6 (0.8)2.5 1.2 Information 91.0 4.8 51.4 2.7 56.8 2.6 57.6 2.5 (5.6)1.4 0.5 Finance And Insurance 133.3 7.1 161.0 8.6 202.8 9.2 221.2 9.4 1.9 3.4 2.9 Real Estate And Rental And Lease 78.9 4.2 90.8 4.8 105.4 4.8 111.2 4.7 1.4 2.2 1.8 Total Services 707.1 37.6 801.9 42.8 973.1 43.9 1,034.8 44.1 1.3 2.8 2.1 Professional And Technical Services 156.1 8.3 163.9 8.7 193.9 8.8 204.1 8.7 0.5 2.4 1.7 Management Of Companies And Enterprises 10.1 0.5 26.6 1.4 39.7 1.8 44.1 1.9 10.2 5.9 3.5 Administrative And Waste Services 161.5 8.6 168.1 9.0 210.3 9.5 223.2 9.5 0.4 3.3 2.0 Educational Services 22.1 1.2 33.0 1.8 36.8 1.7 39.4 1.7 4.1 1.6 2.2 Health Care And Social Assistance 118.6 6.3 163.3 8.7 194.3 8.8 209.7 8.9 3.2 2.5 2.6 Arts, Entertainment, And Recreation 26.9 1.4 29.6 1.6 34.3 1.5 36.0 1.5 0.9 2.2 1.6 Accommodation And Food Services 120.9 6.4 122.1 6.5 146.4 6.6 154.2 6.6 0.1 2.6 1.8 Other Services, Except Public Administration 90.9 4.8 95.4 5.1 117.4 5.3 124.2 5.3 0.5 3.0 1.9 Total Government 155.1 8.2 178.0 9.5 186.3 8.4 197.4 8.4 1.4 0.7 2.0 Federal Civilian Government 28.8 1.5 28.4 1.5 25.6 1.2 25.9 1.1 (0.1)(1.5)0.4 Federal Military 7.4 0.4 6.8 0.4 5.9 0.3 5.9 0.3 (0.9)(1.9)0.1 State And Local Government 119.0 6.3 142.8 7.6 154.8 7.0 165.6 7.1 1.8 1.2 2.3 TOTAL 1,882.5 100.0 %1,872.9 100.0 %2,215.3 100.0 %2,344.9 100.0 %(0.1)%2.4 %1.9 % MSA 3,436.6 — 3,948.9 — 4,775.4 — 5,087.4 — 1.4 %2.8 %2.1 % U.S.165,370.9 — 173,034.7 — 194,801.7 — 203,418.4 — 1.0 1.7 1.5 Source: Woods & Poole Economics, Inc. 2000-2010 2010-2017 2017-2020 Woods & Poole Economics, Inc. reports that during the period from 2000 to 2010, total employment in the county contracted at an average annual rate of -0.1%. This trend was below the growth rate recorded by the MSA and also lagged the national average, reflecting the contracting nature of the local economy throughout most of the decade until the recession in the latter years. More recently, the pace of total employment growth in the county accelerated to 2.4% on an annual average from 2010 to 2017, reflecting the initial years of the recovery. Of the primary employment sectors, total services recorded the highest increase in number of employees during the period from 2010 to 2017, increasing by 171,242 people, or 21.4%, and rising from 42.8% to 43.9% of total employment. Of the various service sub-sectors, administrative and waste services and health care and social assistance were the largest employers. Forecasts developed by Woods & Poole Economics, Inc. anticipate that total employment in the county will change by 1.9% on average annually through 2020. The trend is above the forecast rate of change for the U.S. as a whole during the same period. The following table illustrates historical and projected employment, households, population, and average household income data as provided by REIS for the overall Dallas market. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS MARKET AREA ANALYSIS - 30 Employment and Households - Dallas Year 2010 2,073,830 — 699,344 — 311,094 — 1,539,060 — 4,287,830 — $119,156 — 2011 2,117,470 2.1 %715,321 2.3 %317,598 2.1 %1,571,700 2.1 %4,381,560 2.2 %129,431 8.6 % 2012 2,175,470 2.7 739,483 3.4 321,508 1.2 1,603,760 2.0 4,465,740 1.9 136,799 5.7 2013 2,251,730 3.5 769,354 4.0 324,193 0.8 1,635,540 2.0 4,547,920 1.8 135,513 (0.9) 2014 2,346,600 4.2 804,237 4.5 331,273 2.2 1,665,030 1.8 4,646,580 2.2 144,150 6.4 2015 2,438,070 3.9 831,319 3.4 336,655 1.6 1,690,870 1.6 4,744,800 2.1 147,762 2.5 2016 2,541,330 4.2 868,722 4.5 350,467 4.1 1,719,430 1.7 4,840,900 2.0 148,231 0.3 2017 2,596,890 2.2 894,881 3.0 354,410 1.1 1,759,970 2.4 4,936,650 2.0 152,721 3.0 Forecasts 2018 2,655,630 2.3 %915,511 2.3 %358,263 1.1 %1,800,320 2.3 %5,032,530 1.9 %$160,013 4.8 % 2019 2,699,520 1.7 930,429 1.6 360,472 0.6 1,837,760 2.1 5,125,430 1.8 166,551 4.1 2020 2,733,100 1.2 942,201 1.3 361,792 0.4 1,874,530 2.0 5,217,450 1.8 171,644 3.1 2021 2,794,150 2.2 965,577 2.5 365,429 1.0 1,912,890 2.0 5,313,490 1.8 178,283 3.9 2022 2,850,820 2.0 988,210 2.3 368,219 0.8 1,951,360 2.0 5,411,670 1.8 185,012 3.8 Average Annual Compound Change 2010 - 2017 2.8 3.2 1.4 2.0 2.0 4.4 2014 - 2017 3.6 3.9 2.3 1.8 2.1 3.0 Forecast 2010 - 2017 1.9 %2.0 %0.8 %2.1 %1.9 %3.9 % Population % Chg Household Avg. Income % Chg% Chg Industrial Employment % Chg Households % Chg Total Employment % Chg Office Employment U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS MARKET AREA ANALYSIS - 31 Total employment decreased by an average annual compound rate of -0.9% during the recession of 2010 to 2012, followed by an increase of 3.3% from 2012 to 2017. By comparison, office employment reflected compound change rates of -0.1% and 3.6%, during the same respective periods. Total employment is expected to expand by 2.3% in 2018, while office employment is forecast to expand by 2.3% in 2018. From 2017 through 2022, REIS anticipates that total employment will expand at an average annual compound rate of 1.8%, while office employment will expand by 1.9% on average annually during the same period. The number of households is forecast to expand by 2.0% on average annually between 2017 and 2022. Population is forecast to expand during this same period, at an average annual compounded rate of 1.8%. Household average income is forecast to grow by 3.7% on average annually from 2017 through 2022. The following table reflects radial demographic trends for our market area measured by three points of distance from the subject site. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS MARKET AREA ANALYSIS - 32 Demographics by Radius Population 2023 Projection 8,941 92,144 279,338 2018 Estimate 8,584 86,445 261,019 2010 Census 8,135 76,831 230,318 2000 Census 8,694 72,516 212,3080 Percent Change: 2018 to 2023 4.2%6.6%7.0% Percent Change: 2010 to 2018 5.5%12.5%13.3% Percent Change: 2000 to 2010 -6.4%6.0%8.5% Households 2023 Projection 2,313 34,167 111,371 2018 Estimate 2,221 32,043 103,953 2010 Census 2,109 28,102 90,717 2000 Census 2,283 26,239 83,04700 Percent Change: 2018 to 2023 4.1%6.6%7.1% Percent Change: 2010 to 2018 5.3%14.0%14.6% Percent Change: 2000 to 2010 -7.6%7.1%9.2% Income 2018 Est. Average Household Income $59,142 $87,597 $106,624 2018 Est. Median Household Income 48,260 66,299 76,3950 2018 Est. Civ. Employed Pop 16+ by Occupation Architecture/Engineering 16 609 2,707 Arts/Design/Entertainment/Sports/Media 61 852 2,865 Building/Grounds Cleaning/Maintenance 351 2,274 5,190 Business/Financial Operations 90 3,400 12,992 Community/Social Services 21 355 1,212 Computer/Mathematical 60 2,897 11,090 Construction/Extraction 573 3,468 7,603 Education/Training/Library 64 1,524 6,087 Farming/Fishing/Forestry 32 108 153 Food Preparation/Serving Related 361 2,620 7,372 Healthcare Practitioner/Technician 51 1,361 5,834 Healthcare Support 52 553 1,653 Installation/Maintenance/Repair 131 1,285 3,890 Legal 8 403 1,840 Life/Physical/Social Science 0 218 955 Management 108 4,201 17,442 Office/Administrative Support 451 6,048 17,752 Production 630 3,459 7,246 Protective Services 85 576 1,582 Sales/Related 387 4,711 16,719 Personal Care/Service 100 1,313 4,461 Transportation/Material Moving 366 2,901 7,371 Source: Environics Analytics 0.00 - 1.00 miles 0.00 - 3.00 miles 0.00 - 5.00 miles U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS MARKET AREA ANALYSIS - 33 This source reports a population of 261,019 within a five-mile radius of the subject site, and 103,953 households within this same radius. Average household income within a five -mile radius of the subject site is currently reported at $106,624, while the median is $76,395. Unemployment The following table presents historical unemployment rates for the proposed subject hotel’s market area. Unemployment Statistics Year 2007 3.8 %4.3 %4.3 %4.6 % 2008 4.7 4.9 4.8 5.8 2009 7.9 7.8 7.6 9.3 2010 8.0 8.1 8.1 9.6 2011 7.5 7.6 7.8 8.9 2012 6.7 6.6 6.7 8.1 2013 5.7 6.1 6.3 7.4 2014 4.8 5.0 5.1 6.2 2015 3.8 4.1 4.4 5.3 2016 3.8 3.8 4.6 4.9 Recent Month - Feb 2017 4.5 %4.3 %4.8 %4.7 % 2018 3.5 3.7 4.1 4.1 * Letters shown next to data points (if any) reflect revised population controls and/or model re- estimation implemented by the BLS. Source: U.S. Bureau of Labor Statistics City MSA State U.S. Current U.S. unemployment levels are now firmly below the annual averages of the last economic cycle peak of 2006 and 2007, when annual averages were 4.6%. National unemployment registered 4.1% each month during the first quarter of 2018, as well as the last quarter of 2017, roughly six points below the October 2009 peak of 10.0%. Total nonfarm payroll employment increased by 176,000, 326,000, and 103,000 jobs in January, February, and March of 2018, respectively. Gains in March occurred in the manufacturing, health care, and mining sectors. Unemployment has remained under the 5.0% mark since May 2016, reflecting a trend of relative stability and the overall strength of the U.S. economy. Right now, we’re in a transitionary month where we’re seeing the ten-year trend ending with full-year 2016 stats because not all cities and counties have full-year 2017 data yet, even though the BLS has the full-year 2017 data for each state and the nation. Moreover, the BLS does have data to provide the month vs. month comparison of a month in 2017 vs. a month in 2018, such as February. The full-year 2017 data are typically published around May 10. Locally, the unemployment rate was 3.8% in 2016; for this same area in 2018, the most recent month’s unemployment rate was registered at 3.5%, versus 4.5% for the same month in 2017. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS MARKET AREA ANALYSIS - 34 Jo b V a c a n c i e s In i t i a l J o b l e s s C l a i m s U. S . U n e m p l o y m e n t U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS MARKET AREA ANALYSIS - 35 Major Employers Major employers for this market are illustrated in the following table. Major Employers Number of Rank Firm Employees 1 IBM Corporation 1,870 2 Federal Government - Internal Revenue Service 1,200 3 Monitronics Securities 1,100 4 Anserteam LLC 1,001 5 Telvista 1,000 6 TD Industries 900 7 Haggar Clothing Company 750 8 Sprint 700 9 Encore Enterprises, Inc.650 10 Glazer's Wholesale Drug Company 650 Source: City of Farmers Branch, Comprehensive Annual Financial Report, 2017 Farmers Branch is home to more than 4,000 companies, including over 250 corporate headquarters, such as JDA Software, Occidental Chemical, Iidon Security, Taco Bueno, SoftLayer Technologies and Monitronics. Farmers Branch is bordered by two interstate highways and two toll roads, and is less than 15 minutes from Dallas/Fort Worth International Airport and Dallas Love Field. In addition, the service provided by the Dallas Area Rapid Transit’s Light Rail Green Line enhances Farmers Branch’s reputation as a premier transportation hub for North Texas. Revitalization efforts and new construction projects are evident throughout greater Dallas, including the 225-acre Mercer Business Park development in Farmers Branch and the nearby CityLine project in Richardson, as well as the proposed $3 -billion mixed-use Dallas Midtown redevelopment project in the Galleria submarket. Construction started in winter 2017 on the first 30 houses in Mercer Crossing, a $1 billion mixed-use development. All of the 660 home lots in Mercer Crossing will reportedly be completed in 2018, including single-family home and townhome lots. Mercer Crossing is planned for more than 3,000 residents, and will include multifamily, commercial, and retail space. Bedrosians Tile and Stone plans to put its new regional base of operations and distribution center within the Mercer Crossing development. The 120,000-square-foot facility is designed to have a 20,000-square-foot showroom, a mezzanine-level regional office, and a 100,000-square-foot attached distribution center. Valwood Logistics Center, an industrial park development, is being developed on Senlac Drive, near Interstate 35E by Panattoni. The development is slated to include a 151,000-suare-foot speculative warehouse on a nearly twelve-acre site near Valley View Lane. Home Point Financial Corp is moving its Dallas regional office to Two Colinas Crossing. The mortgage company has rented almost 65,000 square feet of office space in Two Colinas Crossing, located on Luna Road, south of Interstate 635. IBM leased 66,018 square feet of space and an undisclosed financial services firm leased 33,028 square feet of space in Two Colinas Crossing recently. The Centre, a 50-acre office park, will reportedly be renovated into a mixed-use development. The 40-year-old office park, located on Midway Road in Farmers Branch, contains 11 office buildings spanning more than 800,000 square feetof space. Plans for the park include tearing down three of the office buildings and replacing them with apartments and retail. The plans also include 193 rental townhomes, 70 apartments, and first-floor retail. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS MARKET AREA ANALYSIS - 36 Office Space Trends in occupied office space are typically among the most reliable indicators of lodging demand because firms that occupy office space often exhibit a strong propensity to attract commercial visitors. Thus, trends that cause changes in vacancy rates or occupied office space may have a proportional impact on commercial lodging demand and a less direct effect on meeting demand. The following tables detail office space statistics for the pertinent market area. Office Market Overview Submarket 1 Las Colinas 42 7,708,000 6,120,200 20.6 %$30.80 2 Preston Center 23 2,954,000 2,596,600 12.1 30.50 3 Flwr Md/Lewv/Denton 64 4,177,000 3,521,200 15.7 18.99 4 NC Expy/NE Dallas 60 5,525,000 4,690,700 15.1 22.35 5 W LBJ Freeway 22 4,364,000 3,146,400 27.9 27.71 6 Stemmons Fwy/L Field 55 8,902,000 6,178,000 30.6 17.15 7 Addsn/Crltn/FBrnch 223 27,301,000 21,758,900 20.3 23.98 8 North Dallas 37 2,847,000 2,189,300 23.1 18.94 9 LBJ/NC Expy 54 8,253,000 6,379,600 22.7 18.99 10 Irving 122 13,889,000 11,305,600 18.6 22.25 11 Far East Dallas 17 799,000 623,200 22.0 18.25 12 South Dallas 31 1,306,000 1,141,400 12.6 17.98 13 E Dallas/Nr NC Exy 48 7,003,000 6,071,600 13.3 24.65 14 Dallas CBD 53 25,974,000 18,181,800 30.0 25.00 15 Uptown 56 9,336,000 7,935,600 15.0 36.25 16 Richardson 75 6,850,000 5,233,400 23.6 17.57 17 Oaklawn 19 1,499,000 1,181,200 21.2 26.44 18 Plano/Allen 245 28,096,000 23,066,800 17.9 27.20 Total 1,246 166,783,000 131,321,500 21.3 %$24.59 Inventory Occupied Office Space Vacancy Rate Average Asking Lease RateBuildingsSquare Feet Source: REIS Report, 4th Quarter, 2017 The subject site is located in the Addsn/Crltn/FBrnch submarket, which houses 27,301,000 square feet of office space. The submarket's vacancy rate of 20.3% is on par with the overall market average. The average asking lease rate of $23.98 is below the average for the broader market. The following table illustrates a trend of office space statistics for the overall Dallas market and the Addsn/Crltn/FBrnch submarket. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS MARKET AREA ANALYSIS - 37 Office Market Detailed Statistics Year 2010 152,342,000 — 115,531,000 — 24.2 %$19.20 — 25,940,000 — 19,974,000 — 23.0 %$17.94 — 2011 152,156,000 (0.1)%116,828,000 1.1 %23.2 19.45 1.3 %25,956,000 0.1 %19,960,000 (0.1)%23.1 18.28 1.9 % 2012 152,484,000 0.2 117,407,000 0.5 23.0 19.95 2.6 25,956,000 0.0 20,064,000 0.5 22.7 19.15 4.8 2013 152,670,000 0.1 118,190,000 0.7 22.6 20.55 3.0 25,956,000 0.0 20,324,000 1.3 21.7 19.82 3.5 2014 155,209,000 1.7 120,543,000 2.0 22.3 21.84 6.3 26,287,000 1.3 20,846,000 2.6 20.7 21.08 6.4 2015 158,790,000 2.3 124,089,000 2.9 21.9 22.74 4.1 26,452,000 0.6 21,215,000 1.8 19.8 21.83 3.6 2016 163,164,000 2.8 128,589,000 3.6 21.2 23.79 4.6 26,973,000 2.0 21,821,000 2.9 19.1 23.37 7.1 2017 166,783,000 2.2 131,322,000 2.1 21.3 24.59 3.4 27,301,000 1.2 21,759,000 (0.3)20.3 23.98 2.6 Forecasts 2018 169,648,000 1.7 %133,209,000 1.4 %21.5 %$25.28 2.8 %27,541,000 0.9 %21,823,000 0.3 %20.8 %$24.55 2.4 % 2019 171,008,000 0.8 134,069,000 0.6 21.6 25.97 2.7 27,791,000 0.9 21,935,000 0.5 21.1 25.10 2.2 2020 172,023,000 0.6 134,919,000 0.6 21.6 26.68 2.7 28,029,000 0.9 22,039,000 0.5 21.4 25.67 2.3 2021 173,311,000 0.7 136,426,000 1.1 21.3 27.46 2.9 28,338,000 1.1 22,186,000 0.7 21.7 26.31 2.5 2022 174,633,000 0.8 137,850,000 1.0 21.1 28.25 2.9 28,649,000 1.1 22,320,000 0.6 22.1 26.91 2.3 Average Annual Compound Change 2010 - 2017 0.1 0.8 2.3 0.0 0.6 3.4 2014 - 2017 2.2 2.7 4.6 1.3 1.7 4.9 Forecast 2010 - 2017 0.9 %1.0 %2.8 %1.0 %0.5 %2.3 % Dallas Market Addsn/Crltn/FBrnch Submarket Available Office Space % Chg Occupied Office Space % Chg Vacancy Rate Asking Lease Rate % Chg Available Office Space % Chg Occupied Office Space % Chg Vacancy Rate Source: REIS Report, 4th Quarter, 2017 Asking Lease Rate % Chg From 2009 through 2012, occupied office space contracted at an average annual compound rate of -1.2%, reflecting the impact of the recession. The onset of the recovery is evident in the 1.8% average annual change in occupied office space from 2012 to 2017. From 2017 through 2022, the inventory of occupied office space is forecast to increase at an average annual compound rate of 0.7%, with available office space expected to increase 0.7%, thus resulting in an anticipated vacancy rate of 21.1% as of 2022. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS MARKET AREA ANALYSIS - 38 Airport Statistics Dallas/Fort Worth International Airport is one of the nation's largest airports and serves as headquarters for American Airlines. In February 2011, the $2.7 -billion DFW International Airport Terminal Renewal and Improvement Program (TRIP), a seven-year plan to improve Terminals A, B, C, and E, commenced. Additionally, the DART Rail Orange Line connection inside the airport opened in August 2014. The comprehensive renovation of Terminal A was completed in January 2017, and Terminal E was completed in August 2017. Terminal B is still undergoing renovations, which are expected to be completed in 2018. Plans to renovate Terminal C have been placed on hold as the possibility of building a sixth terminal (Terminal F) is considered; officials estimate that construction would span roughly five years if the project were to move forward. Airport Statistics Year 2008 57,093,187 —— 2009 56,030,457 (1.9)%(1.9)% 2010 56,905,600 1.6 (0.2) 2011 57,806,918 1.6 0.4 2012 58,590,633 1.4 0.6 2013 60,436,739 3.2 1.1 2014 63,522,823 5.1 1.8 2015 65,512,471 3.1 2.0 2016 65,598,618 0.1 1.8 2017 67,092,224 2.3 1.800 Year-to-date Feb 2017 9,831,028 —— 2018 10,179,296 3.5 %— *Annual average compounded percentage change from the previous year **Annual average compounded percentage change from first year of data Passenger Percent Percent Traffic Change*Change** Source: Dallas/Fort Worth International Airport U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS MARKET AREA ANALYSIS - 39 Convention Center A convention center serves as a gauge of visitation trends to a particular market. Convention centers also generate significant levels of demand for area hotels and serve as a focal point for community activity. Typically, hotels within the closest proximity to a convention center – up to three miles away – will benefit the most. Hotels serving as headquarters for an event benefit the most, by way of premium rates and the hosting of related banquet events. During the largest of conventions, peripheral hotel s may benefit from compression within the city as a whole. The city does not have a typical convention center. The city does offer meeting facilities at five full-service hotels in the area -- the Omni Dallas Hotel at Park West, DoubleTree by Hilton Dallas near the Galleria, DoubleTree by Hilton Farmers Branch, Sheraton Dallas Hotel by the Galleria, and Wyndham Garden Dallas North. Tourism The subject market benefits from a variety of tourism and leisure attractions in the area. Leisure demand generators include the Farmers Branch Historical Park, Farmers Branch Rose Gardens, Dr. Pepper Stars Center, Firehouse Theatre, John F. Burke Nature Preserve, Brookhaven College, Dallas Christian College, Barney Wood Athletic Complex, Brookhaven Country Club, Gussie Field Watterworth Park, Liberty Plaza, and the Farmers Branch Aquatic Center. Special events also play a role during key weekends, such as Bloomin Bluegrass, Camping Under the Stars - Vintage Baseball Festival, Fishin' Fun, Pickups-N-Panels Car & Truck Show, Celebration of Roses, and Halloween in the Park. No major changes related to these attributes of the market are expected in the near future. Governmental and Environmental Factors The Farmers Branch area is subject to a normal form of local government and is also subject to the laws and regulations of Dallas County and the state of Texas. None of these laws or government entities was noted to have a particularly abnormal influence on the operation of the property, its marketability, or property values in the market area. The environment of the proposed subject hotel’s city appears normal to its surrounding areas; we observed no adverse conditions, and no such conditions were reported by market representatives. No noted environmental factors have particularly positive or negative influences on property values in the subject market area. Conclusion We have reviewed and studied various social, economic, government, and environment data and observations pertaining to Dallas County and the state of Texas. No adverse governmental or environmental factors were noted. We will relate these historical and expected growth trends based on their propensity to reflect changes in lodging demand. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 40 4. HOTEL MARKET TRENDS This chapter will begin with an overview of national lodging demand trends to determine what macro changes have occurred in this real estate sector. Next, we will provide a definition of the subject’s pertinent hotel market and review each competitive hotel (future competitors). We then provide an analysis and discussion pertaining to the occupancy and average rate trends of this competitive set. National Trends Overview In 2004, the U.S. hotel industry was in a period of recovery, concurrent with overall economic strengthening, and U.S. hotel occupancy soon peaked from 2005 through 2007, at roughly 63%. Supply increases during this period were notable as well, which kept occupancy stable despite increases in demand. As the nation entered the recession at the close of 2007, occupancy began to decline in 2008; however, hoteliers were able to maintain average rates increases initiated in early 2008 through the third quarter of 2008. The banking sector crisis of the latter part of 2008, as well as the ongoing recession, led to a significant decline in demand and average rates beginning in late 2008 that materialized completely in 2009. The restrictions on corporate travel and reductions on leisure spending reached a critical point throughout much of that year. Fewer travelers on the highways for vacations, or families taking shortened vacations, also affected transient-highway lodging demand. Construction activity slowed greatly, as financing sources for these projects were unavailable, and this lack of construction-related lodging demand had a direct impact on the economy and mid-price hotel sectors in particular. While occupancy dropped to an all-time low of 54.6% in 2009, rates fell only to $98.15, a level just above the 2006 point. Projects that had entered the pipeline during the peak of 2007 through early 2008 opened throughout the country in 2009 and 2010, placing further pressure on occupancy levels and limiting rate growth. While demand began to strengthen in 2010, hoteliers were hesitant to raise rates considering the severe declines experienced in 2009; moreover, groups were able to command discounted rates for 2010 bookings made during 2009. With 2010 trends reflecting a firm recovery, and travel returning to normalized levels, hoteliers were able to command higher rates. From 2011 through 2017, corporate travel steadily strengthened, hiring activity was steady, budgets for leisure travel were favorable, and construction projects benefitted most markets. In 2017, unemployment continued to fall and the job market was relatively robust, contributing to strong levels of corporate demand. Consumer confidence remained very high, a driving factor in heightened leisure demand with a propensity to spend disposable income on travel. By year-end 2017, occupancy reached a peak of 65.9%, as demand growth slightly exceeded supply growth. Average rate increased 2.1% for the year, and the net change in RevPAR was 3.0%, reflecting a healthy lodging market overall. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 41 In the midscale lodging sector, occupancy made consistent gains between 2010 and 2015, before reaching a plateau of 59.4%. After little change in 2016, occupancy in this sector resumed upward momentum, ending at 60.0% in 2017. Average rate gains have also been steady in recent years, reaching nearly $87 in 2017. We an ticipate occupancy in this category to remain near the 60% mark in 2018, with average rate growth continuing between 2.0% and 2.5%. For upper- midscale hotels, after improving for several years, occupancy also reached a plateau in 2015 and 2016, at 67.5%, before strengthening to 67.9% in 2017. We expect occupancy to remain near the 68% level in 2018. Average rate growth was a more modest 1.5% for upper-midscale hotels, compared to the growth rate of 2.0% for midscale hotels, just surpassing $113 in 2017. Average rate for this category is anticipated to increase between 1.5% and 2.0% in 2018. In the economy lodging sector, occupancy peaked at roughly 57% from 2005 through 2007, and then fell to 48.9% in 2009. Occupancy recovery then ensued, with occupancy reaching nearly 58% by 2014. Occupancy has bracketed the 58% mark since that time, most recently registering 58.1% by year-end 2017. We anticipate occupancy to expand slightly to 58.5% by year-end 2018. Average rate grew to just over $54 by 2008, before falling to roughly $49 by 2010. This level recovered to $53.83 by 2013, essentially reaching the prior peak rate for this category; average rate expanded further through 2017, to $62.48 at year's end. We expect a 2.0% to 2.5% gain in average rate within this chain scale in 2018. Mi d s c a l e H o t e l P e r f o r m a n c e U. S . H o t e l P e r f o r m a n c e U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 42 The following table provides additional insights for year-to-date performance for the U.S. hotel industry across a variety of different categories. Ec o n o m y H o t e l P e r f o r m a n c e U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 43 Lodging Sector Performance Statistics United States 61.0 %61.6 %0.9 %$124.25 $127.37 2.5 %$75.83 $78.46 3.5 %2.0 %3.0 % Region New England 52.2 %54.5 %4.4 %$128.19 $129.08 0.7 %$66.88 $70.34 5.2 %1.8 %6.3 % Middle Atlantic 57.8 60.8 5.3 137.91 141.19 2.4 79.71 85.92 7.8 2.4 7.8 South Atlantic 66.1 66.5 0.6 129.88 134.75 3.7 85.89 89.60 4.3 1.6 2.1 East North Central 51.9 52.4 0.9 98.01 99.32 1.3 50.88 52.01 2.2 2.1 3.0 East South Central 56.2 55.8 (0.6)91.92 94.13 2.4 51.66 52.57 1.8 2.0 1.4 West North Central 49.9 49.1 (1.5)92.01 95.44 3.7 45.90 46.90 2.2 2.2 0.7 West South Central 60.9 62.6 2.8 103.54 105.07 1.5 63.10 65.80 4.3 2.6 5.4 Mountain 63.2 62.6 (1.1)129.53 129.94 0.3 81.91 81.29 (0.8)1.5 0.4 Pacific 70.0 70.0 0.0 157.74 163.19 3.5 110.37 114.17 3.5 2.2 2.2 Class Upper-Midscale 62.0 %62.6 %1.0 %$110.25 $112.36 1.9 %$68.35 $70.38 3.0 %3.8 %4.9 % Midscale 54.6 55.0 0.7 89.13 91.90 3.1 48.71 50.57 3.8 0.3 1.0 Economy 53.4 53.9 1.0 67.15 69.66 3.7 35.84 37.54 4.8 (0.2)0.8 Location Suburban 62.5 %63.0 %0.8 %$105.73 $108.23 2.4 %$66.06 $68.15 3.2 %2.3 %3.1 % Airport 71.5 72.2 1.0 116.42 119.08 2.3 83.19 85.97 3.3 1.5 2.5 Interstate 49.8 50.7 1.6 80.05 82.23 2.7 39.89 41.66 4.4 1.6 3.3 Small Metro/Town 49.2 50.0 1.5 92.91 95.33 2.6 45.75 47.63 4.1 1.6 3.1 Chain Scale Upper-Midscale 62.0 %62.6 %1.1 %$108.05 $110.16 2.0 %$66.94 $68.98 3.0 %3.8 %4.9 % Midscale 54.0 54.4 0.9 82.51 84.95 3.0 44.54 46.24 3.8 1.5 2.4 Economy 52.9 53.5 1.3 58.41 60.75 4.0 30.87 32.51 5.3 0.1 1.3 Source: STR - Lodging Review Occ. - YTD March ADR - YTD March 2017 2018 % Change 2017 2018 % Change 2017 2018 % Change Rms. Avail. Rms. Sold RevPAR - YTD March Percent Change U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 44 Definition of Subject Market The 95-room Proposed Avid, an IHG Hotel will be located in Farmers Branch, Texas. The subject site is located in the greater Carrollton/Farmers Branch lodging market. Within this greater market, the proposed subject hotel will compete with a smaller set of hotels based on various factors, such as price point, scope of service, and location. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 45 Selected Competitive Set of Hotels – Operating Performance Est. Segmentation Estimated 2017 Property Occupancy Penetration RevPAR RevPAR Penetration La Quinta Inn & Suites Dallas I-35 Walnut Hill 121 70 %25 %5 %121 60 - 65 %90 - 95 %$80 - $85 90 - 95 %$50 - $55 80 - 85 % Quality Inn & Suites I-35/Walnut Hill 85 70 25 5 85 55 - 60 80 - 85 60 - 65 60 - 65 35 - 40 50 - 55 Wingate Las Colinas 100 75 20 5 100 70 - 75 100 - 110 80 - 85 85 - 90 55 - 60 85 - 90 Fairfield Inn & Suites by Marriott Dallas Las Colinas 118 75 20 5 118 70 - 75 100 - 110 95 - 100 100 - 110 70 - 75 110 - 120 Comfort Suites Las Colinas Center 54 70 25 5 54 75 - 80 100 - 110 90 - 95 95 - 100 65 - 70 100 - 110 Holiday Inn Express Hotel & Suites Irving Convention Center Las Colinas 128 75 20 5 128 70 - 75 100 - 110 105 - 110 110 - 120 75 - 80 120 - 130 Hampton Inn Dallas Irving Las Colinas 135 75 20 5 135 70 - 75 100 - 110 105 - 110 110 - 120 75 - 80 110 - 120 Totals/Averages 741 73 %22 %5 %741 70.3 %100.0 %$91.87 100.0 %$64.57 100.0 % Occ. Average Rate Weighted Annual Room Count Average Rate PenetrationCo m m e r c i a l Le i s u r e Gr o u p Number of U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 46 Map of Competition Each competitor was inspected and evaluated; these hotels are described as follows. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 47 Competitor #1 - La Quinta Inn & Suites Dallas I-35 Walnut Hill • Address: 2421 Walnut Hill Lane Dallas, TX • Room Count: 121 • Access Relative to Subject: Similar • Visibility Relative to Subject: Superior • Condition: Excellent The following table illustrates this property’s 2017 estimated operating performance. Year Wtd. Annual Room Count Occupancy Average Rate RevPAR Occupancy Penetration RevPAR Penetration Est. 2017 121 60 - 65 %$80 - $85 $50 - $55 90 - 95 %80 - 85 % U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 48 Competitor #2 - Quality Inn & Suites I-35/Walnut Hill • Address: 10835 Composite Lane Dallas, TX • Room Count: 85 • Access Relative to Subject: Similar • Visibility Relative to Subject: Superior • Condition: Very good The following table illustrates this property’s 2017 estimated operating performance. Year Wtd. Annual Room Count Occupancy Average Rate RevPAR Occupancy Penetration RevPAR Penetration Est. 2017 85 55 - 60 %$60 - $65 $35 - $40 80 - 85 %50 - 55 % U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 49 Competitor #3 - Wingate by Wyndham Dallas Las Colinas • Address: 850 West Walnut Hill Lane Irving, TX • Room Count: 100 • Access Relative to Subject: Similar • Visibility Relative to Subject: Similar • Condition: Excellent The following table illustrates this property’s 2017 estimated operating performance. Year Wtd. Annual Room Count Occupancy Average Rate RevPAR Occupancy Penetration RevPAR Penetration Est. 2017 100 70 - 75 %$80 - $85 $55 - $60 100 - 110 %85 - 90 % U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 50 Competitor #4 - Fairfield Inn & Suites by Marriott Dallas Las Colinas • Address: 630 West John Carpenter Freeway Irving, TX • Room Count: 118 • Access Relative to Subject: Similar • Visibility Relative to Subject: Superior • Condition: Very good The following table illustrates this property’s 2017 estimated operating performance. Year Wtd. Annual Room Count Occupancy Average Rate RevPAR Occupancy Penetration RevPAR Penetration Est. 2017 118 70 - 75 %$95 - $100 $70 - $75 100 - 110 %110 - 120 % U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 51 Competitor #5 - Comfort Suites Las Colinas Center • Address: 1223 Greenway Circle Irving, TX • Room Count: 54 • Access Relative to Subject: Similar • Visibility Relative to Subject: Similar • Condition: Very good The following table illustrates this property’s 2017 estimated operating performance. Year Wtd. Annual Room Count Occupancy Average Rate RevPAR Occupancy Penetration RevPAR Penetration Est. 2017 54 75 - 80 %$90 - $95 $65 - $70 100 - 110 %100 - 110 % U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 52 Competitor #6 - Holiday Inn Express Hotel & Suites Irving Convention Center Las Colinas • Address: 333 West John Carpenter Freeway Irving, TX • Room Count: 128 • Access Relative to Subject: Similar • Visibility Relative to Subject: Superior • Condition: Very good The following table illustrates this property’s 2017 estimated operating performance. Year Wtd. Annual Room Count Occupancy Average Rate RevPAR Occupancy Penetration RevPAR Penetration Est. 2017 128 70 - 75 %$105 - $110 $75 - $80 100 - 110 %120 - 130 % U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 53 Competitor #7 - Hampton Inn Dallas Irving Las Colinas • Address: 820 Walnut Hill Lane Irving, TX • Room Count: 135 • Access Relative to Subject: Similar • Visibility Relative to Subject: Similar • Condition: Very good The following table illustrates this property’s 2017 estimated operating performance. Year Wtd. Annual Room Count Occupancy Average Rate RevPAR Occupancy Penetration RevPAR Penetration Est. 2017 135 70 - 75 %$105 - $110 $75 - $80 100 - 110 %110 - 120 % U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 54 New Supply It is important to consider any new hotels that may have an impact on the proposed subject hotel's operating performance. Based upon our research and inspection (as applicable), new supply considered in our analysis is presented in the following table. Total Proposed Property Number of Rooms Competitive Level Estimated Opening Date Development Stage Proposed Subject Property 95 100 %95 October 1, 2019 Early Development La Quinta Inn & Suites 109 100 109 August 1, 2018 Under Construction Holiday Inn Express & Suites 104 100 104 August 1, 2018 Under Construction Hampton Inn & Suites by Hilton 116 100 116 August 1, 2019 Early Development Totals/Averages 424 424 Weighted Room Count The proposed La Quinta Inn & Suites, Holiday Inn Express & Suites, and Hampton Inn & Suites by Hilton will be similar to the proposed subject hotel in terms of product offering and service level, both located within one mile of the subject site; therefore, these hotels are expected to be fully competitive. Furthermore, we note that a TownePlace Suites by Marriott - Farmers Branch, a Candlewood Suites, a WaterWalk Hotel Apartments, and a TownePlace Suites by Marriott - Irving are all either proposed or under construction within a five-mile radius of the subject site; however, these extended-stay hotels are expected to target a different customer base. A Hampton Inn & Suites by Hilton is proposed for a site in Carrollton, roughly five miles from the subject site; however, this hotel is expected to target a different customer base, Lastly, two sites, both within one mile of the subject site, have been entitled for hotel development. However, both are speculative in nature. Therefore, these hotels have only been considered qualitatively in our positioning of the proposed subject hotel's stabilized occupancy level. Historical Market Performance STR is an independent research firm that compiles data on the lodging industry, and this information is routinely used by typical hotel buyers. STR has compiled historical supply and demand data for hotels in the proposed subject hotel’s market. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 55 Hotels Included in STR Trend Report Hotels Included in Sample La Quinta Inns & Suites Dallas I 35 Walnut Hill Lane 121 Mar 2011 Dec 1983 Comfort Suites Las Colinas Center 54 Mar 1996 Mar 1996 Wingate By Wyndham Dallas Las Colinas 100 Apr 1997 Apr 1997 Hampton Inn Dallas Irving Las Colinas 135 Jun 1997 Jun 1997 Holiday Inn Express & Suites Irving Convention Center Las Colinas 128 Apr 2008 Dec 1997 Fairfield Inn & Suites Dallas Las Colinas 118 Jan 1998 Jan 1998 Quality Inn & Suites I 35 E Walnut Hill 85 Dec 2015 Feb 2000 Total 741 Source: STR Global Number Year Year of Rooms Affiliated Opened The following table illustrates historical supply and demand data, as well as revenue per available room (RevPAR) for the hotels included in the trend report. RevPAR is calculated by multiplying occupancy by average rate. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 56 Market Supply, Demand, Occupancy, and Average Rate Trends 2012 2013 2014 2015 2016 2017 2017 2018 Avg. Daily Room Count 741 741 741 741 741 741 741 741 Available Room Nights 270,465 270,465 270,465 270,465 270,465 270,465 43,719 43,719 Change — 0.0 %0.0 %0.0 %0.0 %0.0 %— 0.0 %0.0 % Occupied Room Nights 154,411 170,441 182,085 184,258 192,002 190,338 29,336 28,221 Change — 10.4 %6.8 %1.2 %4.2 %(0.9)%— (3.8)%4.3 % Occupancy 57.1 %63.0 %67.3 %68.1 %71.0 %70.4 %67.1 %64.6 % Average Rate $78.56 $82.29 $86.32 $90.73 $93.70 $91.78 $96.28 $98.86 Change — 4.8 %4.9 %5.1 %3.3 %(2.0)%— 2.7 %3.2 % RevPAR $44.85 $51.86 $58.11 $61.81 $66.52 $64.59 $64.61 $63.81 Change — 15.6 %12.1 %6.4 %7.6 %(2.9)%— (1.2)%7.6 % Source: STR Year-to-Date Through February Average Annual Compounded Change: 2012-2017 U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 57 It is important to note some limitations of the STR data. Hotels are occasionally added to or removed from the sample; furthermore, not every property reports data in a consistent and timely manner, and many independent properties do not participate in the service. STR also limits the percentage that any one property’s room count or any one brand’s room count may comprise of the total requested sample. These factors can influence the overall quality of the information by skewing the results, and these inconsistencies may also cause the STR data to differ from the results of our competitive survey. Nonetheless, STR data provide the best indication of aggregate growth or decline in existing supply and demand; thus, these trends have been considered in our analysis. Historical Monthly Occupancy Trends Month 2012 2013 2014 2015 2016 2017 2018 January 54.6 %59.0 %58.7 %61.2 %66.0 %64.2 %60.6 % February 58.0 61.4 67.0 69.8 71.4 70.3 68.9 March 59.9 66.6 74.8 70.8 73.1 74.3 — April 61.0 69.1 69.3 69.2 82.5 77.8 — May 60.6 62.4 66.8 66.8 74.4 70.0 — June 64.6 67.5 74.8 74.2 78.3 68.7 — July 55.1 70.4 71.1 70.6 71.1 70.4 — August 55.1 64.4 67.6 68.0 68.5 73.8 — September 55.4 57.9 67.9 72.6 70.7 73.7 — October 62.1 69.0 74.6 77.9 76.6 75.3 — November 53.3 58.5 63.5 65.8 67.2 69.2 — December 45.8 49.9 52.0 51.1 52.7 57.0 — Annual Occupancy 57.1 %63.0 %67.3 %68.1 %71.0 %70.4 %— Year-to-Date 56.2 %60.2 %62.6 %65.2 %68.5 %67.1 %64.6 % Source: STR Global U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 58 Historical Monthly Average Rate Trends Month 2012 2013 2014 2015 2016 2017 2018 January $79.33 $82.76 $86.40 $92.56 $94.63 $94.50 $97.15 February 81.01 82.88 90.19 92.58 97.35 98.08 100.52 March 77.09 81.64 87.02 92.02 94.83 93.98 — April 79.26 84.74 93.99 93.52 96.81 92.39 — May 76.24 82.88 85.17 88.82 94.62 94.83 — June 78.17 81.47 87.61 91.75 95.01 90.89 — July 76.16 79.66 85.20 88.71 92.35 90.44 — August 80.37 80.39 81.73 87.49 90.86 86.67 — September 80.07 82.62 85.17 88.71 92.83 90.83 — October 82.08 85.99 88.96 93.68 95.71 94.84 — November 77.32 81.88 81.19 91.45 91.23 90.87 — December 75.03 80.16 81.74 86.31 85.35 81.81 — Annual Average Rate $78.56 $82.29 $86.32 $90.73 $93.70 $91.78 — Year-to-Date $80.15 $82.82 $88.33 $92.57 $95.97 $96.28 $98.86 Source: STR Global During the illustrated historical period, occupancy increased year-over-year from 2012 through 2016 -- peaking at 71% in 2016. The average rate of demand growth during this time was 5.7%. Occupancy fell less than one percentage point in 2017; however, remaining strong at roughly 70%. Average rates have similarly increased year-over-year from 2012 through 2016, surpassing $93 in 2016. The median rate of average rate growth during this period was 4.5%. In 2017, the marketwide average rate level dropped by 2.0%, to just below $92.00. Year-to-date 2018 data illustrate a softening in occupancy and a roughly $2.50 gain in average rate. RevPAR reached its high point in 2016. The overall strong economy has contributed to the latest trend. The near-term outlook is cautiously optimistic due to the massive influx of new hotel supply planned for this area; however, the myriad business, commercial, and industrial parks, as well as the market's proximity to Irving demand generators and the Dallas/Fort Worth International Airport is expected to bode well for the market. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS HOTEL MARKET TRENDS - 59 Forecast of Future Demand Change Based upon a review of the market dynamics in the proposed subject hotel’s competitive environment, we have forecast demand change rates. The following table details our projections of market demand change and available room nights; occupancy levels for the market are also forecast. Projection of Market-Wide Supply, Demand, and Occupancy Year Occupied Room Nights Change Room Supply Available Room Nights Change Occupancy Change 2015 184,402 — 741 270,465 — 68.2 %— 2016 192,067 4.2 %741 270,465 0.0 %71.0 4.2 % 2017 190,103 -1.0 741 270,465 0.0 70.3 -1.0 Calendar Year Forecast 2018 201,067 5.8 % *830 303,054 12.0 % *66.3 %-5.6 % * 2019 236,139 17.4 1,027 374,698 23.6 63.0 -5.0 2020 271,276 14.9 1,165 425,225 13.5 63.8 1.2 2021 278,819 2.8 1,165 425,225 0.0 65.6 2.8 2022 284,823 2.2 1,165 425,225 0.0 67.0 2.2 * Percent change compared to prior calendar year. Demand (occupied room nights) is forecast to change by 5.8% between the 2017 base year and 2018. This is followed by 17.4%, 14.9%, and 2.8% rates of annual change in the 2019, 2020, and 2021, respectively. These growth rates reflect the weighted average result of our forecasting model that takes into consideration the expectations for each primary demand segment. Accordingly, the rates of change do not represent rounded numbers. After on our forecast of supply change is reflected in the room supply, this results in forecast occupancy levels of 66.3%, 63.0%, 63.8%, and 65.6% during the first four respective projection years. By 2022, the market is forecast to reach an occupancy level of 67.0%. Conclusion After achieving an occupancy level of 70.3% in 2017, we have forecast the local occupancy level to reach 67.0% by the fifth projection year. Our forecast is supported by the historical hotel market data, the primary market data collected while in the field, trends in the local economy presented in the previous chapter, and our hotel industry expertise. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS REVPAR FORECAST - 60 5. REVPAR FORECAST Along with average rate results, the occupancy levels achieved by a hotel are the foundation of the property's financial performance and market value. Most of a lodging facility's other revenue sources (such as food, beverage, and telephone income) are driven by the number of guests, and many expense levels also vary with occupancy. Consequently, a well -documented forecast of occupancy is essential. To a certain degree, occupancy attainment can be manipulated by management. For example, hotel operators may choose to lower rates in an effort to maximize occupancy. Our forecasts reflect an operating strategy that we believe would be implemented by a competent hotel management team to achieve an optimal mix of occupancy and average rate. Brand Performance Overview The following table provides two full years of historical occupancy, average rate, and RevPAR data for budget, economy, and mid-price brands. For this illustration, we only included brands with nationwide RevPAR levels under $105.00. Br a n d P e r f o r m a n c e U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS REVPAR FORECAST - 61 We note that the data reflect a relatively wide range of performance metrics: • In 2017, occupancy ranged from a low of 43.6% for Knights Inn to a high of 78.7% for Home2 Suites by Hilton (these two brands held the high and low positions in 2016 as well). Several brands had modest gains in occupancy, and Mainstay Suites and Home2 Suites by Hilton had the most significant gains of roughly three points of occupancy each. Wingate and Travelodge had the most significant declines, followed by Baymont Inns. Twelve brands lost some ground in occupancy in 2017, while 16 registered gains. • In 2017, average rates ranged from $45.73 for Super 8 to a high of $136.59 for Courtyard by Marriott. Clarion and Suburban Extended Stay had the most significant gains in average rate, of 2.8% and 3.6%, respectively, while Ramada the largest drop of 7.2%. Six brands lost ground in rate in 2017; all remaining brands moved to a higher rate position. • In 2017, RevPAR ranged from $22.09 for Knights Inn to a high of $100.33 for Hilton Garden Inn. Mainstay Suites had the most significant gain in RevPAR, at 5.6%, while eight other brands grew RevPAR in excess of 3.0%. Ten brands lost ground in RevPAR in 2017. Projection of Occupancy The proposed subject hotel’s occupancy has been projected using a penetration analysis. The next table illustrates the historical and projected change in market-wide occupancy (see Chapter 4 for discussion), as well as the proposed subject hotel’s projected penetration levels and resulting occupancy forecast. Occupancy Projection Year 2015 68.2 % 2016 71.0 2017 70.3 Calendar Year Forecast 2018 66.3 % 2019 63.0 4,964 8,740 57 %90.1 % 2020 63.8 22,415 34,675 65 101.3 2021 65.6 24,164 34,675 70 106.3 2022 67.0 24,683 34,675 71 106.3 Market-wide Proposed Subject Property Hotel Occupied Available Occupancy Room Nights Room Nights Occupancy Penetration The proposed subject hotel’s occupancy penetration is positioned above the market-average level by the stabilized year. This level appropriately ramps up during the early years of operation as the hotel gains recognition in the local market. Major accounts from the Carrollton/Farmers Branch area will need to visit the property after its opening, and then perhaps test the property with one or two guests, before sending substantial levels of business to the hotel (for both small group and transient corporate travelers). Leisure travelers may need to first see the hotel, as well, before staying at the hotel on their next return visit. Accordingly, by the stabilized year, the proposed subject property reaches an appropriate penetration level based on our assessment of its planned facility, location, and new IHG brand affiliation, among other factors. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS REVPAR FORECAST - 62 Based on our analysis of the proposed subject hotel and market area, we have selected a stabilized occupancy level of 71% (2022/23 fiscal year). The stabilized occupancy is intended to reflect the anticipated results of the property over its remaining economic life, given all changes in the life cycle of the hotel. Thus, the stabilized occupancy excludes from consideration any abnormal relationship between supply and demand, as well as any nonrecurring conditions that may result in unusually high or low occupancies. Although the subject property may operate at occupancies above this stabilized level, we believe it equally possible for new competition and temporary economic downturns to force the occupancy below this selected point of stability. Projection of Average Rate The proposed subject hotel's average rate has also been projected using a penetration analysis. The following table illustrates the historical and projected market-wide average rate, as well as the proposed subject hotel's average rate forecast. Average Rate Projection Year 2015 $90.65 — 2016 93.75 3.4 % 2017 91.87 -2.0 Calendar Year Forecast 2018 $95.09 3.5 % * 2019 99.37 4.5 4,964 $473,533 $95.39 —96.0 % 2020 103.84 4.5 22,415 2,280,968 101.76 6.7 % *98.0 2021 107.99 4.0 24,164 2,557,264 105.83 4.0 98.0 2022 111.77 3.5 24,683 2,703,592 109.53 3.5 98.0 * Percent change compared to prior calendar year. Average Rate Change Room Nights Revenue Average Rate Proposed Subject Property Hotel Occupied Rooms Market-wide Change Penetration The Carrollton/Farmers Branch market should experience ADR growth through the near term. The proposed subject hotel's rate position should reflect growth similar to market trends because of the proposed hotel's new facility, strong brand affiliation, and proximity to the Mercer Crossing mixed-use development. Based on these considerations, the previous table illustrates the projected average rate and the growth rates assumed. As a context for the average rate growth factors, note that we have applied a base underlying inflation rate of 3.0% annually throughout our projection period. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS REVPAR FORECAST - 63 Projection of RevPAR We calculated both the market’s and the proposed subject hotel’s RevPAR using the projected occupancy and average room rates presented previously. These RevPAR levels are illustrated in the following table. RevPAR Projection Year 2015 $61.80 — 2016 66.57 7.7 % 2017 64.57 -3.0 Calendar Year Forecast 2018 $63.09 (2.3)% * 2019 62.62 (0.7)$54.18 — 86.5 % 2020 66.24 5.8 65.78 21.4 % *99.3 2021 70.81 6.9 73.75 12.1 104.2 2022 74.87 5.7 77.97 5.7 104.1 * Percent change compared to prior calendar year. RevPAR Change RevPAR Change Penetration Market-wide Proposed Subject Property Hotel RevPAR Our forecast data illustrates a 104.1% RevPAR penetration level for the proposed subject hotel by 2022. This level is supported by the illustrated occupancy and average rate forecasts presented and the supporting assumptions discussed for each respective forecast. Summary of Forecast The following occupancies and average rates will be used to project the proposed subject hotel's rooms revenue; this forecast begins on October 1, 2019 (calendar years have been converted to fiscal years when applicable), and corresponds with our financial projections. Forecast of Occupancy, Average Rate, and RevPAR Year 2019/20 63 %100.15 2.0 %98.15 2020/21 68 104.80 1.0 103.76 2021/22 71 108.60 0.0 108.60 2022/23 71 111.99 0.0 111.99 Average Rate Before Discount Discount Average Rate After DiscountOccupancy U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS REVPAR FORECAST - 64 6. FORECAST OF CASH FLOW We have developed a forecast of income and expense for the proposed subject hotel. This forecast is based on the facilities program set forth previously, as well as the occupancy and average rate forecast discussed in the prior chapter. The preceding chapter presented a full forecast of the proposed hotel’s expected occupancy and average rate level. For the purpose of forecasting the hotel’s remaining revenue sources and expense categories, we have reviewed actual operating statements from other similar hotels, as well as national averages as provided by the HOST Report. Comparable Operating Data The following comparable operating statements from properties with a similar scope of service are from our database of hotel statistics and have also been used in our formulation of the proposed subject hotel's projections. The data are presented in four tables: 1. Percent of revenue 2. Amounts per available room 3. Amounts per occupied room 4. Composite statement Following these figures, we have presented additional nationwide operating statistics as provided by STR’s most recent HOST Report. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS REVPAR FORECAST - 65 Percent of Revenue Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 Number of Rooms: 100 to 140 60 to 80 90 to 120 50 to 70 90 to 120 Days Open: 365 365 365 365 365 Occupancy: 69%69%75%74%70% Average Rate: $94 $91 $93 $89 $92 RevPAR:$65 $62 $70 $66 $64 REVENUE Rooms 98.3 %98.8 %97.3 %100.0 %98.3 % Other Operated Departments 0.8 1.0 1.8 0.0 1.4 Miscellaneous Income 0.9 0.2 0.9 0.0 0.3 Total 100.0 100.0 100.0 100.0 100.0 DEPARTMENTAL EXPENSES* Rooms 23.4 23.3 22.2 23.9 23.5 Other Operated Departments 59.2 45.5 58.7 0.0 57.1 Total 23.5 23.5 22.7 23.9 23.9 DEPARTMENTAL INCOME 76.5 76.5 77.3 76.1 76.1 OPERATING EXPENSES Administrative & General 7.6 7.8 6.7 7.4 7.6 Info. and Telecom. Systems 1.5 1.4 1.3 0.0 1.4 Marketing 3.1 3.1 2.7 3.0 3.1 Franchise Fee 9.1 8.7 8.2 8.7 7.2 Property Operations & Maintenance 3.8 4.0 3.5 3.8 3.9 Utilities 5.4 5.2 4.6 5.1 5.0 Total 30.5 30.2 27.0 28.0 28.3 HOUSE PROFIT 46.0 46.3 50.3 48.1 47.8 Management Fee 3.0 3.0 2.5 3.5 3.0 INCOME BEFORE FIXED CHARGES 43.0 43.3 47.8 44.6 44.8 FIXED EXPENSES Property Taxes 2.9 6.2 1.5 1.5 5.4 Insurance 0.8 1.0 0.3 1.4 1.4 Total 3.7 7.2 1.8 2.9 6.8 NET INCOME 39.3 %36.1 %46.0 %41.7 %38.0 % * Departmental expense ratios are expressed as a percentage of departmental revenues U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS REVPAR FORECAST - 66 Amounts per Available Room Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 Number of Rooms: 100 to 140 60 to 80 90 to 120 50 to 70 90 to 120 Days Open: 365 365 365 365 365 Occupancy: 69%69%75%74%70% Average Rate: $94 $91 $93 $89 $92 RevPAR:$65 $62 $70 $66 $64 REVENUE Rooms $23,769 $22,696 $25,647 $24,251 $23,421 Other Operating Departments 192 228 487 0 330 Miscellaneous Income 221 38 225 1 70 Total 24,182 22,961 26,358 24,252 23,821 DEPARTMENTAL EXPENSES Rooms 5,559 5,293 5,702 5,786 5,506 Other Operating Departments 114 104 286 0 188 Total 5,673 5,397 5,988 5,786 5,695 DEPARTMENTAL INCOME 18,509 17,564 20,370 18,466 18,126 OPERATING EXPENSES Administrative & General 1,829 1,783 1,767 1,805 1,820 Info. and Telecom. Systems 369 324 346 0 340 Marketing 759 706 710 720 734 Franchise Fee 2,197 2,005 2,162 2,107 1,719 Property Operations & Maintenance 922 913 918 927 927 Utilities 1,302 1,202 1,209 1,238 1,197 Total 7,379 6,933 7,112 6,798 6,737 HOUSE PROFIT 11,130 10,631 13,258 11,668 11,389 Management Fee 725 689 659 849 715 INCOME BEFORE FIXED CHARGES 10,405 9,943 12,599 10,819 10,675 FIXED EXPENSES Property Taxes 704 1,418 407 368 1,279 Insurance 196 239 91 339 337 Total 900 1,656 498 707 1,616 NET INCOME $9,505 $8,287 $12,101 $10,112 $9,059 U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS REVPAR FORECAST - 67 Amounts per Occupied Room Comp 1 Comp 2 Comp 3 Comp 4 Comp 5 Number of Rooms: 100 to 140 60 to 80 90 to 120 50 to 70 90 to 120 Days Open: 365 365 365 365 365 Occupancy: 69%69%75%74%70% Average Rate: $94 $91 $93 $89 $92 RevPAR:$65 $62 $70 $66 $64 REVENUE Rooms $94.41 $90.54 $93.40 $89.31 $91.65 Other Operating Departments 0.76 0.91 1.77 0.00 1.29 Miscellaneous Income 0.88 0.15 0.82 0.00 0.27 Total 96.05 91.60 95.99 89.31 93.21 DEPARTMENTAL EXPENSES Rooms 22.08 21.12 20.77 21.31 21.55 Other Operating Departments 0.45 0.41 1.04 0.00 0.74 Total 22.53 21.53 21.81 21.31 22.28 DEPARTMENTAL INCOME 73.52 70.07 74.18 68.00 70.93 OPERATING EXPENSES Administrative & General 7.27 7.11 6.44 6.65 7.12 Info. and Telecom. Systems 1.47 1.29 1.26 0.00 1.33 Marketing 3.01 2.82 2.59 2.65 2.87 Franchise Fee 8.73 8.00 7.87 7.76 6.73 Property Operations & Maintenance 3.66 3.64 3.34 3.41 3.63 Utilities 5.17 4.80 4.40 4.56 4.68 Total 29.31 27.66 25.90 25.03 26.36 HOUSE PROFIT 44.21 42.41 48.28 42.97 44.57 Management Fee 2.88 2.75 2.40 3.13 2.80 INCOME BEFORE FIXED CHARGES 41.33 39.67 45.88 39.84 41.77 FIXED EXPENSES Property Taxes 2.80 5.66 1.48 1.36 5.00 Insurance 0.78 0.95 0.33 1.25 1.32 Total 3.57 6.61 1.81 2.60 6.32 NET INCOME $37.76 $33.06 $44.07 $37.24 $35.45 U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS REVPAR FORECAST - 68 Composite Statement Number of Rooms: 461 Days Open: 365 Occupancy: 71.3%Amount per Amount per Average Rate: $92.30 Percentage Available Occupied RevPAR:$65.83 of Revenue Room Room REVENUE Rooms $11,076 98.4 %$24,026 $92.30 Other Operating Departments 125 1.1 271 1.04 Miscellaneous Income 61 0.5 132 0.51 Total 11,262 100.0 24,429 93.85 DEPARTMENTAL EXPENSES Rooms 2,568 23.2 5,569 21.40 Other Operating Departments 71 56.6 154 0.59 Total 2,638 23.4 5,723 21.99 DEPARTMENTAL INCOME 8,623 76.6 18,706 71.86 OPERATING EXPENSES Administrative & General 831 7.4 1,803 6.93 Info. and Telecom. Systems 139 1.2 302 1.16 Marketing 336 3.0 729 2.80 Franchise Fee 942 8.4 2,043 7.85 Property Operations & Maintenance 425 3.8 921 3.54 Utilities 569 5.1 1,234 4.74 Total 3,242 28.8 7,032 27.02 HOUSE PROFIT 5,382 47.8 11,674 44.85 Management Fee 331 2.9 718 2.76 INCOME BEFORE FIXED CHARGES 5,051 44.8 10,956 42.09 FIXED EXPENSES Property Taxes 381 3.4 827 3.18 Insurance 105 0.9 228 0.87 Total 486 4.3 1,055 4.05 NET INCOME $4,564 40.5 %$9,901 $38.04 We have also reviewed composite income and expense statements from the STR 2017 HOST Almanac. These statements were considered in our forecast of income and expense, although more so to provide a broad context of comparison in general. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS REVPAR FORECAST - 69 ST R 2 0 1 7 H O S T A l m a n a c ( L i m i t e d -se r v i c e ) U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS REVPAR FORECAST - 70 ST R 2 0 1 7 H O S T A l m a n a c ( L i m i t e d -se r v i c e – Ra t i o t o S a l e s ) U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS REVPAR FORECAST - 71 ST R 2 0 1 7 H O S T A l m a n a c ( L i m i t e d -se r v i c e – Pe r A v a i l a b l e R m . ) U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS REVPAR FORECAST - 72 ST R 2 0 1 7 H O S T A l m a n a c ( L i m i t e d -se r v i c e – Pe r O c c u p i e d R m . ) U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS INCOME CAPITALIZATION APPROACH - 73 Inflation Assumption A general rate of inflation must be established, which is applied to most revenue and expense categories. On averag e, the financial analysts who were surveyed in December 2017 for the Wall Street Journal's Economic Forecasting Survey anticipated inflation rates ranging from 1.6% to 3.1% (on an annualized basis) for June 2018, with the average of these data points at 2.3%. The survey average declines slightly, to 2.1%, for the December 2018 opinion. As a further check on these inflation projections, we have reviewed his torical increases in the Consumer Price Index (CPI - U). Between 2007 and 2017, the national CPI increased at an average annual compounded rate of 1.7%; from 2012 through 2017, the CPI rose by a slightly lower average annual compounded rate of 1.3%. In 2017, the CPI rose by 2.1%, a notable increase from the level of 1.3% recorded in 2016. In consideration of the latest trends, the projections set forth above, and our assessment of probable property appreciation levels, we have applied an underlying inflation rate of 2.5% in the first two projection years, followed by 3.0% annually throughout the remaining projection period. Co r e I n f l a t i o n R a t e In f l a t i o n R a t e U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS INCOME CAPITALIZATION APPROACH - 74 Adjusted Historical Year Statement and Forecast of Income and Expense The adjusted historical year statement and the forecast of income and expense are intended to reflect the appraisers' opinion of how a typical buyer would analyze the proposed subject hotel's historical operating results and project its future activity. Based on the market for hotel accommodations in the proposed subject hotel’s market area and the anticipated position of the proposed subject hotel in its identified competitive market, we have developed an adjusted historical year statement and a forecast of income and expense. Important points are as follows: • The forecast begins on October 1, 2019, in current value dollars for each year. The rooms revenue forecast is based on the occupancy and average rate projection presented in Chapter Six. • Revenues associated with the proposed subject hotel's other operated departments and miscellaneous income category have been forecast to reflect the hotel's planned facilities and amenities. Expense levels fall within a range of reasonableness given the provided comparable operating statements; furthermore, franchise and management fees are set forth in accordance with our assumptions provided in the Nature of the Assignment chapter. • The comparable operating statements illustrated rooms expense ranging between 22.2% and 23.9% of rooms revenue; on a per-occupied-room basis, the range was between $20.77 and $22.08. We have projected rooms expense for the proposed subject hotel at 25.8% in the first year (or $25.37 per occupied room), stabilizing at 23.0% in 2022/23 (or $25.76 per occupied room). • The comparable operating statements illustrated other operated departments expense ranging from $0.00 to $1.04 per occupied room. We have projected a stabilized expense ratio of 54.9% in 2022/23. • As a percentage of total revenue, the comparable operations indicate an administrative and general expense range from 6.7% to 7.8%, or $1,767 to $1,829 per available room. By the 2022/23 stabilized year, these amounts change to $2,177 per available room and 7.4% of total revenue. • As a percentage of total revenue, the comparable operations indicate a marketing expense range from 2.7% to 3.1%, or $706 to $759 per available room. By the 2022/23 stabilized year, these amounts change to $878 per available room and 3.0% of total revenue. • The proposed subject hotel will reportedly operate under a franchise agreement with InterContinental Hotels Group as an Avid, an IHG Hotel; the agreement is expected to span 20 years. • As a percentage of total revenue, the comparable operations indicate a property operations and maintenance expense range from 3.5% to 4.0%, or $913 to $927 per available room. By the 2022/23 stabilized year, these amounts change to $1,113 per available room and 3.8% of total revenue. • As a percentage of total revenue, the comparable operations indicate a utilities expense range from 4.6% to 5.4%, or $1,197 to $1,302 per available room. By the 2022/23 stabilized year, these amounts change to $1,470 per available room and 5.0% of total revenue. • Total management fees for the proposed subject hotel have been forecast at 3.0% of total revenue. This level is considered typical for a hotel of this type, which should pay a base fee between 2.0% and 4.0% of total revenues to the management company. • The subject property’s future assessment has been based on a review of comparable assessments in the area. The comparable data, assessment history, and property tax burden forecast is illustrated in the following tables. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS INCOME CAPITALIZATION APPROACH - 75 Assessment History Appraised Assessed LandAssessed ImprovementsAssessed Total Taxable Real Property Percent Year Land Improvements Total Change 2014 $365,430 $0 $365,430 — 2015 365,430 0 365,430 0.0 % 2016 530,000 0 530,000 45.0 2017 530,000 0 530,000 0.0 Real Property Assessed Value U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS INCOME CAPITALIZATION APPROACH - 76 Property Assessments – Comparable Data Year Hotel Open La Quinta Inn & Suites Dallas I-35 Walnut Hill 1983 $689,720 $5,118,320 $5,808,040 Quality Inn & Suites I-35/Walnut Hill 2000 325,720 2,432,690 2,758,410 Wingate Las Colinas 1997 1,188,000 3,687,000 4,875,000 Fairfield Inn & Suites by Marriott Dallas Las Colinas 1998 1,134,240 5,819,100 6,953,340 Comfort Suites Las Colinas Center 1996 402,300 2,738,850 3,141,150 Holiday Inn Express Hotel & Suites Irving Convention Center Las Colinas 1997 1,488,380 6,247,350 7,735,730 Hampton Inn Dallas Irving Las Colinas 1997 1,214,280 6,190,720 7,405,000 Assessments per Room La Quinta Inn & Suites Dallas I-35 Walnut Hill 121 $5,700 $42,300 $48,000 Quality Inn & Suites I-35/Walnut Hill 85 3,832 28,620 32,452 Wingate Las Colinas 100 11,880 36,870 48,750 Fairfield Inn & Suites by Marriott Dallas Las Colinas 118 9,612 49,314 58,927 Comfort Suites Las Colinas Center 54 7,450 50,719 58,169 Holiday Inn Express Hotel & Suites Irving Convention Center Las Colinas 128 11,628 48,807 60,435 Hampton Inn Dallas Irving Las Colinas 135 8,995 45,857 54,852 Positioned Subject - Per Room 95 $9,000 $48,000 $57,000 Positioned Subject - Total $855,000 $4,560,000 $5,415,000 # of Rms Source: Dallas Central Appraisal District Improvements TotalLand U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS INCOME CAPITALIZATION APPROACH - 77 Tax Burden Land Real Property Total Positioned (Assessed Value)$855,000 $4,560,000 $5,415,000 Tax Rate 2.86001 Tax Burden as of Base Year $154,869 Real Property Tax Forecast – Real Property Taxes Year Payable Positioned $154,869 — $154,869 2019/20 $154,869 5.1 %100 %$162,710 2020/21 162,710 2.5 100 166,777 2021/22 166,777 3.0 100 171,781 2022/23 171,781 3.0 100 176,934 Real Property Total Tax Burden (Positioned Prior to Increase) Base Rate of Tax % Positioned Tax BurdenBurden Increase • Based upon the comparable data and the structural attributes of the proposed subject hotel, we project the proposed subject hotel's insurance expense at $303 per available room by the stabilized year (positioned at $251 on a per-available-room basis in base-year dollars). This forecast equates to 1.0% of total revenue on a stabilized basis. • Based upon the results of this study, our review of comparable lodging facilities, and our industry expertise, we estimate that a reserve for replacement of 4.0% of total revenues is sufficient to provide for the timely and periodic replacement of the subject property's furniture, fixtures, and equipment. This amount is ramped up during the initial projection period. The following table presents a detailed forecast through the third projection year, including amounts per available room and per occupied room. The second table illustrates our ten-year forecast of income and expense, presented with a lesser degree of detail. The forecasts pertain to years that begin on October 1, 2019, expressed in inflated dollars for each year. U.S. Hotel Appraisals uses a fixed and variable component model to project a lodging facility's revenue and expense levels. This model is based on the premise that hotel revenues and expenses have one component that is fixed and another that varies directly with occupancy and facility usage. A projection can be made by taking a known level of revenue or expense and calculating its fixed and variable components. The fixed component is then increased in tandem with the underlying rate of inflation, while the variable component is adjusted for a specific measure of volume such as total revenue. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS INCOME CAPITALIZATION APPROACH - 78 Detailed Forecast of Income and Expense 2019/20 Begins October 2020/21 2021/22 Number of Rooms:95 95 95 Occupancy:63%68%71% Average Rate:$98.15 $103.76 $108.60 RevPAR:$61.84 $70.55 $77.11 Days Open:365 365 365 Occupied Rooms:21,845 %Gross PAR POR 23,579 %Gross PAR POR 24,619 %Gross PAR POR OPERATING REVENUE Rooms $2,144 99.1 %$22,568 $98.14 $2,446 99.2 %$25,747 $103.74 $2,674 99.2 %$28,147 $108.61 Other Operated Departments 13 0.6 139 0.60 14 0.6 146 0.59 14 0.5 152 0.59 Miscellaneous Income 7 0.3 69 0.30 7 0.3 73 0.29 7 0.3 76 0.29 Total Operating Revenues 2,164 100.0 22,776 99.05 2,467 100.0 25,966 104.62 2,696 100.0 28,376 109.49 DEPARTMENTAL EXPENSES * Rooms 554 25.8 5,833 25.37 588 24.0 6,186 24.92 616 23.0 6,481 25.01 Other Operated Departments 7 56.2 78 0.34 8 55.4 81 0.33 8 54.9 83 0.32 Total Expenses 562 26.0 5,911 25.71 595 24.1 6,266 25.25 624 23.1 6,564 25.33 DEPARTMENTAL INCOME 1,602 74.0 16,865 73.34 1,871 75.9 19,700 79.37 2,072 76.9 21,811 84.16 UNDISTRIBUTED OPERATING EXPENSES Administrative & General 182 8.4 1,918 8.34 192 7.8 2,022 8.15 201 7.4 2,113 8.16 Info & Telecom Systems 35 1.6 372 1.62 37 1.5 392 1.58 39 1.4 410 1.58 Marketing 73 3.4 773 3.36 77 3.1 815 3.28 81 3.0 852 3.29 Franchise Fee 172 7.9 1,805 7.85 196 7.9 2,060 8.30 214 7.9 2,252 8.69 Prop. Operations & Maint.93 4.3 981 4.27 98 4.0 1,034 4.17 103 3.8 1,081 4.17 Utilities 123 5.7 1,295 5.63 130 5.3 1,365 5.50 136 5.0 1,427 5.51 Total Expenses 679 31.3 7,145 31.07 730 29.6 7,689 30.98 773 28.5 8,134 31.39 GROSS HOUSE PROFIT 923 42.7 9,720 42.27 1,141 46.3 12,011 48.39 1,299 48.4 13,677 52.78 Management Fee 65 3.0 683 2.97 74 3.0 779 3.14 81 3.0 851 3.28 INCOME BEFORE NON-OPR. INC. & EXP.858 39.7 9,037 39.30 1,067 43.3 11,232 45.25 1,218 45.4 12,826 49.49 NON-OPERATING INCOME & EXPENSE Property Taxes 163 7.5 1,713 7.45 167 6.8 1,756 7.07 172 6.4 1,808 6.98 Insurance 26 1.2 278 1.21 27 1.1 286 1.15 28 1.0 295 1.14 Reserve for Replacement 43 2.0 456 1.98 74 3.0 779 3.14 108 4.0 1,135 4.38 Total Expenses 232 10.7 2,446 10.64 268 10.9 2,821 11.36 308 11.4 3,238 12.49 EBITDA LESS RESERVE $626 29.0 %$6,591 $28.66 $799 32.4 %$8,411 $33.89 $911 34.0 %$9,588 $37.00 *Departmental expenses are expressed as a percentage of departmental revenues. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS FORECAST OF CASH FLOW - 79 Ten-Year Forecast of Revenue and Expense 2019/20 2020/21 2021/22 2022/23 2023/24 2024/25 2025/26 2026/27 2027/28 2028/29 Number of Rooms:95 95 95 95 95 95 95 95 95 95 Occupied Rooms:21,845 23,579 24,619 24,619 24,619 24,619 24,619 24,619 24,619 24,619 Occupancy:63%68%71%71%71%71%71%71%71%71% Average Rate:$98.15 % of $103.76 % of $108.60 % of $111.99 % of $115.35 % of $118.81 % of $122.38 % of $126.05 % of $129.83 % of $133.72 RevPAR:$61.84 Gross $70.55 Gross $77.11 Gross $79.51 Gross $81.90 Gross $84.36 Gross $86.89 Gross $89.49 Gross $92.18 Gross $94.94 OPERATING REVENUE Rooms $2,144 99.1 %$2,446 99.2 %$2,674 99.2 %$2,757 99.2 %$2,840 99.2 %$2,925 99.2 %$3,013 99.2 %$3,103 99.2 %$3,196 99.2 %$3,292 99.2 % Other Operated Departments 13 0.6 14 0.6 14 0.5 15 0.5 15 0.5 16 0.5 16 0.5 17 0.5 17 0.5 18 0.5 Miscellaneous Income 7 0.3 7 0.3 7 0.3 7 0.3 8 0.3 8 0.3 8 0.3 8 0.3 9 0.3 9 0.3 Total Operating Revenues 2,164 100.0 2,467 100.0 2,696 100.0 2,779 100.0 2,863 100.0 2,949 100.0 3,037 100.0 3,128 100.0 3,222 100.0 3,319 100.0 DEPARTMENTAL EXPENSES * Rooms 554 25.8 588 24.0 616 23.0 634 23.0 653 23.0 673 23.0 693 23.0 714 23.0 735 23.0 757 23.0 Other Operated Departments 7 56.2 8 55.4 8 54.9 8 54.9 8 54.9 9 54.9 9 54.9 9 54.9 9 54.9 10 54.9 Total Expenses 562 26.0 595 24.1 624 23.1 642 23.1 662 23.1 681 23.1 702 23.1 723 23.1 745 23.1 767 23.1 DEPARTMENTAL INCOME 1,602 74.0 1,871 75.9 2,072 76.9 2,137 76.9 2,201 76.9 2,267 76.9 2,336 76.9 2,405 76.9 2,477 76.9 2,552 76.9 UNDISTRIBUTED OPERATING EXPENSES Administrative & General 182 8.4 192 7.8 201 7.4 207 7.4 213 7.4 219 7.4 226 7.4 233 7.4 240 7.4 247 7.4 Info & Telecom Systems 35 1.6 37 1.5 39 1.4 40 1.4 41 1.4 43 1.4 44 1.4 45 1.4 46 1.4 48 1.4 Marketing 73 3.4 77 3.1 81 3.0 83 3.0 86 3.0 88 3.0 91 3.0 94 3.0 97 3.0 100 3.0 Franchise Fee 172 7.9 196 7.9 214 7.9 221 7.9 227 7.9 234 7.9 241 7.9 248 7.9 256 7.9 263 7.9 Prop. Operations & Maint.93 4.3 98 4.0 103 3.8 106 3.8 109 3.8 112 3.8 116 3.8 119 3.8 123 3.8 126 3.8 Utilities 123 5.7 130 5.3 136 5.0 140 5.0 144 5.0 148 5.0 153 5.0 157 5.0 162 5.0 167 5.0 Total Expenses 679 31.3 730 29.6 773 28.5 796 28.5 820 28.5 845 28.5 870 28.5 896 28.5 923 28.5 951 28.5 GROSS HOUSE PROFIT 923 42.7 1,141 46.3 1,299 48.4 1,341 48.4 1,381 48.4 1,422 48.4 1,465 48.4 1,509 48.4 1,554 48.4 1,601 48.4 Management Fee 65 3.0 74 3.0 81 3.0 83 3.0 86 3.0 88 3.0 91 3.0 94 3.0 97 3.0 100 3.0 INCOME BEFORE NON-OPR. INC. & EXP.858 39.7 1,067 43.3 1,218 45.4 1,257 45.4 1,295 45.4 1,334 45.4 1,374 45.4 1,415 45.4 1,457 45.4 1,501 45.4 NON-OPERATING INCOME & EXPENSE Property Taxes 163 7.5 167 6.8 172 6.4 177 6.4 182 6.4 188 6.4 193 6.4 199 6.4 205 6.4 211 6.4 Insurance 26 1.2 27 1.1 28 1.0 29 1.0 30 1.0 31 1.0 32 1.0 32 1.0 33 1.0 34 1.0 Reserve for Replacement 43 2.0 74 3.0 108 4.0 111 4.0 115 4.0 118 4.0 121 4.0 125 4.0 129 4.0 133 4.0 Total Expenses 232 10.7 268 10.9 308 11.4 317 11.4 326 11.4 336 11.4 346 11.4 357 11.4 367 11.4 378 11.4 EBITDA LESS RESERVE $626 29.0 %$799 32.4 %$911 34.0 %$940 34.0 %$969 34.0 %$998 34.0 %$1,028 34.0 %$1,058 34.0 %$1,090 34.0 %$1,123 34.0 % % of Gross The following chapter will present our feasibility analysis, based on the results of the cash flow forecast. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS FEASIBILITY ANALYSIS - 80 7. FEASIBILITY ANALYSIS The feasibility of the subject project hinges upon the net value added by the planned improvements. If the value added by the project results in a return that is in excess of the project’s all-in cost, then the project is deemed feasible. Therefore, the following steps are taken. 1. A present value indication is developed for the property in its “when complete” state, assuming the planned improvements were to be made to the site. This is performed by taking the cash flow projections developed in the previous chapter and using discounted cash flow techniques to comprise a present value estimate. 2. The all-in cost for the project is stated and reviewed to serve as the benchmark for feasibility. 3. The cost is then deducted from the present value added by the improvements. If the net result is a positive number, the project is feasible and there is an adequate return on investment. If the net result is a negative number, the project is not feasible at the market return rates used in the analysis. The first step is to provide an indication of the present value of the proposed subject hotel in its completed state, assuming all previously discussed future improvements were made to the site. This benchmark is best achieved by a utilizing a discounted cash flow approach, which appropriately considers all changes in income over the first ten years of operation. The discounted-cash-flow analysis applies a discount factor to forecast revenues over a ten year period, inclusive of a reversion of the hotel at the end of the holding period. To assist in positioning the discount rate and terminal capitalization rate, we have reviewed several recent investor surveys: PWC Real Estate Investor Survey, CRE/RERC Real Estate Report, USRC Hotel Investment Survey, and the PKF Hospitality Investment Survey. The following table summarizes the range of discount rates and exit capitalization rates indicated by the investor surveys for hotels similar in class to the proposed subject hotel. The averages for each survey are listed directly underneath the ranges. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS FEASIBILITY ANALYSIS - 81 Results of Recent Investment Surveys – Discount Rates and Terminal Capitalization Rates, Hotels Discount Rate Terminal Cap. Rate Source Average Average HVS Hotel Brokers Survey 8.5% - 14.5%8.0% - 13.0% Select-Service Hotels -11.4%9.2% Fall 2017 PWC Real Estate Investor Survey 7.5% - 12.0%7.0% - 10.75% Select-Service Hotels - 9.9%8.9% 1st Quarter 2018 HVS Hotel Brokers Survey 9.0% - 15.0%7.0% - 14.0% Limited-Service Hotels -12.2%9.9% Fall 2017 PWC Real Estate Investor Survey 8.5% - 13.0%7.75% - 11.0% Limited-Service & Economy Hotels - 11.0%9.8% 1st Quarter 2018 Situs RERC Real Estate Report 8.0% - 12.5%7.0% - 10.7% 2nd Tier Hotels -10.2%8.9% 4th Quarter 2017 Situs RERC Real Estate Report 8.0% - 13.0%7.0% - 11.6% 3rd Tier Hotels -10.8%10.2% 4th Quarter 2017 USRC Hotel Investment Survey 10.0% - 12.0%9.25% - 10.5% Limited-Service Hotels - Winter 2018 11.3%9.4% U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS FEASIBILITY ANALYSIS - 82 The following chart summarizes the averages presented for discount rates in various investor surveys during the past decade. Historical Trend of Hotel Discount Rates 9.0 10.0 11.0 12.0 13.0 14.0 15.0 20 0 8 20 0 9 20 1 0 20 1 1 20 1 2 20 1 3 20 1 4 20 1 5 20 1 6 20 1 7 20 1 8 Di s c o u n t R a t e ( % ) PWC - Full-Service PWC - Limited-Service Situs RERC - First Tier Situs RERC - Second Tier PWC - Select-Service Situs RERC - Third Tier The following chart summarizes the averages presented for exit capitalization rates in various investor surveys during the past decade. Historical Trend of Hotel Terminal Capitalization Rates 7.0 8.0 9.0 10.0 11.0 12.0 13.0 20 0 8 20 0 9 20 1 0 20 1 1 20 1 2 20 1 3 20 1 4 20 1 5 20 1 6 20 1 7 20 1 8 Te r m i n a l C a p R a t e ( % ) PWC - Full-Service PWC - Limited-Service Situs RERC - First Tier Situs RERC - Second Tier PWC - Select-Service Situs RERC - Third Tier U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS FEASIBILITY ANALYSIS - 83 Based on our review of the survey data, as well as our review of recent sales, recent conversations with hotel investors and brokers, and our industry knowledge and expertise, we have positioned a discount rate and terminal capitalization rate that is most appropriate for the proposed subject hotel. These opinions are presented in the following table. Selection of Discount Rate and Terminal Capitalization Rate Discount Rates: Averages of Surveys:9.9% - 12.2% Data Points of Surveys:7.5% - 15.0% Selected Discount Rate:10.25% Terminal Capitalization Rates: Averages of Surveys:8.9% - 10.2% Data Points of Surveys:7.0% - 14.0% Selected Terminal Cap Rate:10.00% These selected rates were utilized in our discounted-cash-flow analysis, which is presented in the following table. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS FEASIBILITY ANALYSIS - 84 Discounted Cash Flow Analysis – For Test of Feasibility Discounted Year 10.25%Cash Flow 2019/20 $595,034 0.90703 $539,714 2020/21 779,645 0.82270 641,415 2021/22 910,830 0.74622 679,675 2022/23 940,374 0.67684 636,482 2023/24 968,817 0.61391 594,769 2024/25 997,722 0.55684 555,569 2025/26 1,027,853 0.50507 519,135 2026/27 1,058,377 0.45811 484,855 2027/28 1,090,000 0.41552 452,941 2028/29 12,283,000 *0.37689 4,629,507 Estimated Value $9,734,064 (SAY)$9,700,000 Per Room $102,000 Reversion Analysis 11th Year's EBITDA Less Reserves $1,156,540 Capitalization Rate 10.0% Total Sales Proceeds $11,565,396 Less: Transaction Costs @ 3.5%404,789 Net Sales Proceeds $11,160,607 EBITDA Less Reserve Discount Factor @ *10th year net income of $1,122,854 plus sales proceeds of $11,161,000 The proposed subject represents a hotel with 95 guestrooms and the appropriate public areas and back-of-the-house spaces for a hotel of this type. The proposed facility is further detailed in Chapter Three; please refer to this chapter for a full discussion of the proposed building. Proposed Subject Property – Cost to Construct (Estimate) Item Cost Building, Pre-Opening & Working Capital, Soft Costs $7,220,000 Furniture, Fixtures, & Equipment 1,425,000 Land 530,000 Entrepreneurial Incentive 458,750 Total Cost New Estimate $9,633,750 U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS FEASIBILITY ANALYSIS - 85 Upon our review of this budget, we found the stated costs to be reasonable based on our experience in the industry. We have applied a developer’s incentive of 5.0% to this total, which is equivalent to $458,750 . Adding this amount to the site and building cost of $9,175,000 results in a total positioned project cost of $9,633,750 . The net present value of the cash flows of $9,700,000 exceeds the total positioned project cost of $9,633,750 . Based on the parameters, the feasibility of the subject project is confirmed. The analysis is based on the extraordinary assumption that the described improvements have been completed as of the stated date of opening. The reader should understand that the completed subject property does not yet exist as of the date of this report. Our feasibility study does not address unforeseeable events that could alter the proposed project and/or the market conditions reflected in the analyses; we assume that no significant changes, other than those anticipated and explained in this report, shall take place between the date of inspection and stated date of opening. The use of this extraordinary assumption may have affected the assignment results. We have made no other extraordinary assumptions specific to this feasibility study. However, several important general assumptions have been made that apply to this feasibility study and our studies of proposed hotels in general. These aspects are set forth in the Assumptions and Limiting Conditions chapter of this report. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS ASSUMPTIONS AND LIMITING CONDITIONS - 86 8. ASSUMPTIONS & LIMITING CONDITIONS 1) We note that the development of our feasibility opinion for the proposed subject hotel assumes this hypothetical condition: that the described improvements have been completed as of the assumed date of opening. The reader should understand that a) the improved subject property does not yet, in fact, exist as of the date of feasibility study; b) our analyses performed to develop the opinion of feasibility are based on a hypothesis, specifically that the improved subject property is assumed to exist when in fact it does not exist; c) certain events need to occur, as disclosed in the report, before the property analyzed with the proposed improvements will in fact exist; and d) the feasibility study does not address unforeseeable events that could alter the proposed property improvements and/or the market conditions reflected in the analyses. The estimated operating results presented in this report are based upon an evaluation of the overall economy; these neither take into account nor make provision for the effect of any sharp rise or decline in local or national economic conditions. To the extent that wages and other operating expenses may advance during the economic life of the property, we expect that the prices of rooms, food, beverages, and services will be adjusted to offset those advances. We do not warrant that the estimates will be attained, but they have been prepared based upon information obtained during the course of this study and are intended to reflect the expectations of a typical hotel investor. 2) This report is to be used in whole and not in part. 3) No responsibility is assumed for matters of a legal nature, nor do we render any opinion as to title, which is assumed to be marketable and free of any deed restrictions and easements. The property is valued as though free and clear unless otherwise stated. 4) We assume that there are no hidden or unapparent conditions of the sub-soil or structures (if any exist on the site), such as underground storage tanks, that would render the property more or less valuable. No responsibility is assumed for these conditions or for any engineering that may be required to discover them. 5) We have not considered the presence of potentially hazardous materials such as asbestos, urea-formaldehyde foam insulation, any form of toxic waste, polychlorinated biphenyls (PCBs), pesticides, mold, or lead-based paints. We are not qualified to detect hazardous substances and urge the client to retain an expert in this field if desired. 6) The Americans with Disabilities Act (ADA) became effective on January 26, 1992. We have conducted no specific compliance survey to determine whether the proposed subject hotel’s plans conform to the various detailed requirements of the ADA. It is possible that the design does not conform to the requirements of the act, and such noncompliance could have an unfavorable effect on value. Because we have no direct evidence regarding this issue, our estimate of value does not consider possible noncompliance with the ADA. 7) We have made no survey of the property, and we assume no responsibility in connection with such matters . Sketches, photographs, maps, and other exhibits are included to assist the reader in visualizing the property. It is assumed that the use of the described real estate is within the boundaries of the property described and that there is no encroachment or trespass unless noted. 8) All information, financial operating statements, estimates, and opinions obtained from parties not employed by U.S. Hotel Appraisals, LLC are assumed to be true and correct. We can assume no liability resulting from misinformation. 9) Unless noted, we assume that there are no encroachments, zoning violations, or building violations (upon opening as well) encumbering the proposed subject hotel. 10) The property is assumed to be in full compliance with all applicable federal, state, local, and private codes, laws, consents, licenses, and regulations (including the appropriate liquor license if applicable), and that all licenses, U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS ASSUMPTIONS AND LIMITING CONDITIONS - 87 permits, certificates, franchises, and so forth can be freely renewed or transferred to a purchaser (pre- and post- opening). 11) All mortgages, liens, encumbrances, leases, and servitudes have been disregarded unless specified otherwise. 12) None of this material may be reproduced in any form without our written permission, and the report cannot be disseminated to the public through advertising or other media. 13) We are not required to give testimony or attendance in court by reason of this analysis without previous arrangements, and shall do so only when our standard per-diem fees and travel costs have been paid prior to the appearance. 14) If the reader is making a fiduciary or individual investment decision and has any questions concerning the material presented in this report, it is recommended that the reader contact us. 15) We take no responsibility for any events or circumstances that take place subsequent to either the date of opening or the date of our field inspection, whichever occurs first. 16) The quality of a lodging facility's on-site management has a direct effect on a property's economic viability and value. The financial forecasts presented in this analysis assume responsible ownership and competent management. Any departure from this assumption may have a significant impact on the projected operating results and the feasibility opinion. 17) The estimated operating results presented in this report are based upon an evaluation of the overall economy; these neither take into account nor make provision for the effect of any sharp rise or decline in local or national economic conditions. To the extent that wages and other operating expenses may advance during the economic life of the property, we expect that the prices of rooms, food, beverages, and services will be adjusted to offset those advances. We do not warrant that the estimates will be attained, but they have been prepared based upon information obtained during the course of this study and are intended to reflect the expectations of a typical hotel buyer. 18) This analysis assumes continuation of all Internal Revenue Service tax code provisions as stated or interpreted on either the date of opening or the date of our field inspection, whichever occurs first. 19) Many of the figures presented in this report were generated using sophisticated computer models that make calculations based on numbers carried out to three or more decimal places . In the interest of simplicity, most numbers have been rounded to the nearest tenth of a percent. Thus, these figures may be subject to small rounding errors. 20) It is agreed that our liability to the client is limited to the amount of the fee paid as liquidated damages. Our responsibility is limited to the client, and use of this report by third parties shall be solely at the risk of the client and/or third parties. The use of this report is also subject to the terms and conditions set forth in our engagement letter with the client. 21) Analyzing the feasibility of proposed hotels is both a science and an art. Although this analysis employs various mathematical calculations to provide feasibility indications, the final opinion is subjective and may be influenced by our experience and other factors not specifically set forth in this report. 22) This study was prepared by US Hotel Appraisals, LLC, and all opinions, recommendations, and conclusions expressed during the course of this assignment are rendered by the staff of this company as employees, rather than as individuals. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS CERTIFICATION - 88 9. CERTIFICATION The undersigned hereby certify that, to the best of our knowledge and belief: 1) the statements of fact presented in this report are true and correct; 2) the reported analyses, opinions, and conclusions are limited only by the reported assumptions and limiting conditions, and are our personal, impartial, and unbiased professional analyses, opinions, and conclusions; 3) we have no (or the specified) present or prospective interest in the property that is the subject of this report and no (or the specified) personal interest with respect to the parties involved; 4) David R. Bone has not performed services, as an appraiser or in any other capacity, on the property that is the subject of this report within the three-year period immediately preceding acceptance of this assignment; 5) we have no bias with respect to the property that is the subject of this report or to the parties involved with this assignment; 6) our engagement in this assignment was not contingent upon developing or reporting predetermined results; 7) our compensation for completing this assignment is not contingent upon the development or reporting of a predetermined result or direction in performance that favors the cause of the client, the attainment of a stipulated result, or the occurrence of a subsequent event directly related of the intended use of this study; 8) our analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the Uniform Standards of Professional Appraisal Practice; 9) David R. Bone personally inspected the property described in this report; 10) no one other than the undersigned prepared the analyses, conclusions, and opinions concerning the real estate that are set forth in this feasibility report; 11) the reported analyses, opinions, and conclusions were developed, and this report has been prepared, in conformity with the requirements of the Code of Professional Ethics and the Standards of Professional Appraisal Practice of the Appraisal Institute; 12) the use of this report is subject to the requirements of the Appraisal Institute relating to review by its duly authorized representatives. DRAFT REPORT David R. Bone, Vice President State Appraiser License (TX) TX1380415G U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS ADDENDA TABLE OF CONTENTS ADDENDA Item Title 1 Glossary of Terms 2 Qualifications 3 Copy of Appraisal License(s) 4 Copy of Engagement Letter 5 Copy of STR Trend Report U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS GLOSSARY OF TERMS GLOSSARY Assessed Value: 1.) A value set on real estate and personal property by a government as a basis for levying taxes. 2.) The monetary amount for a property as officially entered on the assessment roll for purposes of computing the tax levy. Assessed values differ from the assessor’s estimate of actual (market) value for three major reasons: fractional assessment ratios, partial exemptions, and decisions by assessing officials to override market value. The process of gathering and interpreting economic data to provide information that can be used by policymakers to formulate tax policy. Average Daily Rate (ADR): A statistical unit that represents the total guest room revenue divided by the total number of occupied rooms. Base Year: This is the historical year from which future projections are based. This could be a calendar year or a fiscal year. Business Enterprise Value (BEV): A term applied to the concept of the value contribution of the total intangible assets of a continuing business enterprise, such as marketing and management skill, an assembled work force, working capital, trade names, franchises, patents, trademarks, contracts, leases, and operating agreements. Capital Expenditure: Investments of cash or the creation of liability to acquire or improve an asset (e.g. land, buildings, building additions, site improvements, machinery, equipment), as distinguished from cash outflows for expense items that are normally considered part of the current period’s operations. Capital Deduction: A deduction made from the value opinion in order to account for future capital expenditures . These expenditures, and hence the deduction, are assumed to be required in order to achieve the forecast results. The deduction is also considered in the positioning of the capitalization rate and other investment parameters. Chain Scales: According to STR, hotel brands are categorized under the following chain scale segments: Luxury, Upper-Upscale, Upscale, Mid-Scale with Food and Beverage, Mid-Scale without Food and Beverage, and Economy. Chain scales are based primarily on the average rate achieved across a particular hotel brand. Chronological Age: The number of years elapsed since an original structure was built; also known as “actual age” or “historical age.” Departmental Expenses: The costs associated with the following departments: Rooms – Includes labor costs such as salaries, wages, and benefits for front desk, housekeeping, reservations, bell staff, and laundry employees. Other operating expenses in the rooms department include costs associated with the procurement and maintenance of linens, cleaning supplies, guest supplies, and employee uniforms; payment of central or franchise reservation fees, equipment leases, and travel agent commissions; and cost of providing a continental breakfast. Food and Beverage – A combination of food and beverage departmental expenses, which include the cost of goods, labor and related benefits, and other operating expenses. Labor costs include the employment of departmental management; cooks and kitchen personnel; and service, banquet, and bartending staff. Other food and beverage operating expenses include the procurement and maintenance of china, silverware, linens, restaurant and kitchen supplies, menus and printing, and special promotions. Telecommunications – Consists of all costs associated with the operation of a hotel's telephone department, including the cost of calls, the labor cost of the hotel's telephone operators, and other related expenses. It is important to note that the telecommunications expense excludes capital lease payments. Other Expenses - Comprises those expenses that offset the revenue generated by other hotel- operated (as opposed to leased) departments such as garage and parking, athletic facilities, gift shop, and equipment rental facilities. Depreciation: 1.) In appraising, a loss in property value from any cause; the difference between the cost of an improvement on the effective date of the appraisal and the market value of the improvement on the same date. 2.) In accounting, an allowance made against the loss in value of an asset for a defined purpose and computed using a specified method. Developer’s Incentive: A market-derived figure that represents the amount a developer expects to receive for his or her contribution to a project and risk. Direct Construction Costs: 1.) Expenditures for the labor and materials used in the construction of improvements. Also called “hard costs.” 2.) The labor, material, subcontractor, and heavy equipment costs directly incorporated into the construction of physical improvements. Economic Life: The period over which improvements to real property contribute to property value. Effective Age: Age attributed to a property on the basis of the amount of observed deterioration and obsolescence it has sustained; a property’s effective age may be different from its chronological age. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS GLOSSARY OF TERMS Entrepreneurial Incentive: See “developer’s incentive.” Equity Yield Rate: A rate of return on equity capital as distinguished from the rate of return on debt capital; the equity investor’s internal rate of return. The equity yield rate considers the effect of debt financing on the cash flow to the equity investor. Excess Land: With regard to an improved site, the land not needed to serve or support the existing improvement. With regard to a vacant site or a site considered as though vacant, the land not needed to accommodate the site’s highest and best use. Such land may be separated from the larger site to have its own highest and best use, or it may allow for future expansion of the existing or anticipated improvement. See also: “surplus land.” Exposure Time: 1.) The period during which a property remains on the market. 2.) The estimated length of time the property interest being appraised would have been offered on the market prior to the hypothetical consummation of a sale at market value on the effective date of the appraisal; a retrospective estimate based on an analysis of past events assuming a competitive and open market. Exposure time is always presumed to occur prior to the effective date of the appraisal. See also: “marketing period.” Extraordinary Assumption: An assumption, directly related to a specific assignment, which if found to be false could alter the appraiser’s opinions or conclusions. Extraordinary assumptions presume as fact otherwise uncertain information about physical, legal, or economic characteristics of the proposed subject hotel; or about conditions external to the property such as market conditions or trends; or about the integrity of data used in an analysis. An extraordinary assumption may be used in an assignment only if: 1.) It is requir ed to properly develop credible opinions and conclusions; 2.) The appraiser has a reasonable basis for the extraordinary assumption; 3.) Use of the extraordinary assumption results in a credible analysis; and 4.) The appraiser complies with the disclosure requirements set forth in USPAP for extraordinary assumptions. Fair Share: That portion of total supply accounted for by the same property. Fixed Charges/Expenses: Operating expenses that generally do not vary with occupancy and that prudent management will pay whether the property is occupied or vacant. Fixed charges include the following: Property Taxes – Typically include taxes on real estate, business and occupation, personal property, utilities, and other municipal taxes. Insurance – Cost of insuring the hotel building and its contents against fire and weather damage, as well as damage associated with equipment malfunction, such as sprinkler leakage. This expense includes all insurance except that for workers’ compensation. Full-Service Operation: A hotel operation that provides a more complete set of services than those offered at an extended-stay, select- service, or limited-service property. The services of a full-service operation may include room service, valet, concierge, transportation and tour services, entertainment facilities, b arber shop, bellhop service, laundry service, free continental breakfast, restaurant and lounge, turn-down service, morning newspapers, fitness centers, and more extensive banquet and meeting space. Going-Concern Value: 1.) The market value of all the tangible and intangible assets of an established and operating business with an indefinite life, as if sold in aggregate. 2.) Tangible and intangible elements of value in a business enterprise resulting from factors such as having a trained work force, an operational plant, and the necessary licenses, systems, and procedures in place. 3.) The value of an operating business enterprise. Goodwill (an intangible asset category usually composed of elements such as franchise reputation, customer patronage, location, products, and similar factors) may be separately measured but is an integral component of going- concern value. Hard Costs: See “direct costs.” Hypothetical Condition: Hypothetical conditions assume conditions contrary to known facts about physical, legal, or economic characteristics of the proposed subject hotel, such as market conditions or trends, or about the integrity of data used in an analysis. A hypothetical condition may be used in an assignment only if: 1.) Use of the hypothetical condition is required for legal purposes, purposes of meaning, or purposes of comparison; 2.) Use of the hypothetical condition results in a credible analysis; and 3.) The appraiser complies with the disclosure requirements set for in USPAP for hypothetical conditions. Indirect Construction Costs: Expenditures or allowances for items other than labor and materials that are necessary for construction, but are not typically part of the construction contract. Indirect costs may include administrative costs; professional fees; financing costs and the interest paid on construction loans; taxes and the builder’s or developer’s all -risk insurance during construction; and marketing, sales, and lease-up costs incurred to achieve occupancy or sale. Also called “soft costs.” Replacement cost for insurance purposes: 1.) The value of an asset or asset group that is covered by an insurance policy. Replacement cost for insurance purposes can be estimated by deducting costs of non-insurable items (e.g., land value) from market value. 2.) Value used by insurance companies as the basis for insurance, which is often considered to be the replacement or reproduction cost plus allowances for debris removal or demolition less deterioration and non-insurable items; sometimes cash value or market value, but often entirely a cost concept. U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS GLOSSARY OF TERMS Investment Value: The specific value of an investment to a particular investor or class of investors based on individual investment requirements; distinguished from market value, which is impersonal and detached. See also: “market value.” Limited-Service Operation: A hotel operation without a food and beverage department, which provides basic amenities at a reasonable price to guests. Loan-to-Value Ratio (LTV): The ratio between a mortgage loan and the value of the property pledged as security, usually expressed as a percentage. Market Share: That portion of a market’s total demand accommodated by a given property. Market Value: The concept of market value varies slightly between jurisdictions and is being continually refined. The following definition incorporates the most widely accepted components of market value: The most probable price, as of a specified date, in cash, in terms equivalent to cash, or in other precisely revealed terms, for which the specified property rights should sell after reasonable exposure in a competitive market under all conditions requisite to a fair sale. A fair determination of market value assumes that the buyer and seller are acting prudently, knowledgably, and for self-interest, and that neither is under undue duress. Marketing Period: The time it takes an interest in real property to sell on the market subsequent to the effective date of an appraisal. This includes the anticipated time required to expose the property to a pool of prospective purchasers and to allow appropriate time for negotiation, the exercise of due diligence, and the consummation of a sale at a price supportable by concurrent market conditions. Marketing time differs from exposure time, which is always assumed to precede the effective date of an appraisal. See also: “exposure time.” Net Operating Income (NOI) or Earnings Before Interest, Taxes, Depreciation, and Amortization Less Replacement Reserve (EBITDA Less Replacement Reserve): The actual or anticipated net income that remains after all operating expenses are deducted from effective gross income, but before mortgage debt service and book depreciation are deducted; may be calculated before or after deducting replacement reserves. EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) is a term sometimes substituted for net operating income, particularly as a measure of the performance of Real Estate Investment Trusts (REITs) or under the 11th edition of the USALI. Penetration Factor (By Segment): A rating factor that shows how well each property in the market area competes for a particular market segment, calculated by dividing a given hotel’s market share by its fair share. Per Available Room (PAR): A basis of comparison that is calculated by dividing a revenue or expense category’s total dollar amount by the hotel’s room count. This point of comparison is most useful when reviewing operating and fixed expense categories. Per Occupied Room (POR): A basis of comparison that is calculated by dividing a revenue or expense category’s total dollar amount by the number of occupied rooms in a given year. Thi s point of comparison is most useful when reviewing revenue and departmental expense categories. Property Improvement Plan (PIP): A brand-mandated plan of required renovations that enable a hotel to meet competitive standards and also contribute to the owner’s ability to attain a new or renewed franchise agreement. Replacement Cost: The estimated cost to construct a building with utility equivalent to the building being appraised. Replacement cost assumes current prices as of the effective appraisal date and the use of modern materials and current standards, design, and layout. RevPAR (Revenue Per Available Room): A unit of comparison applied in the appraisal of lodging facilities, RevPAR is calculated by multiplying a property’s percentage of occupancy by its average room rate. RevPAR is used throughout the lodging industry to compare the revenue of competing facilities. Renegotiable Rate Mortgage (RRM): An alternative mortgage loan in which the interest rate is renegotiated periodically. The loan may be either a long-term loan with periodic interest rate adjustments, or a short -term loan that is renewed periodically at new interest rates, but based on a long-term mortgage. Select-Service Operation: A hotel operation designed to answer the market demand for a level of service and amenities beyond the limited-service segment, but less than the full-service hotel segment; select-service properties offer a limited degree of food and beverage options and typically fall within middle to upper-middle tiers within their respective markets. Site Improvements: Improvements to a site that make it suitable for its intended use or development. Site improvements include, but are not limited to, sidewalks, parking lots, freestanding signage, and landscaping. Soft Costs: See: “indirect costs.” U.S. HOTEL APPRAISALS PROPOSED AVID, AN IHG HOTEL - FARMERS BRANCH, TEXAS GLOSSARY OF TERMS Stability: A stage in a market area’s life cycle in which the market area experiences equilibrium without marked gains or losses. Stabilized Expense: A projected expense that is subject to change, but has been adjusted to reflect an equivalent, stable annual expense. Stabilized Income: Income at that point in time when abnormalities in supply and demand or any additional transitory conditions cease to exist, and the existing conditions are those expected to continue over t he economic life of the property; projected income that is subject to change, but has been adjusted to reflect an equivalent, stable annual income. Stabilized Occupancy: Occupancy at that point in time when abnormalities in supply and demand or any addit ional transitory conditions cease to exist, and the existing conditions are those expected to continue over the economic life of the property; the optimum range of long-term occupancy that an income-producing real estate project is expected to achieve under competent management after exposure for leasing in the open market for a reasonable period of time at terms and conditions comparable to competitive offerings. Stabilized Value: 1.) A value opinion that excludes from consideration any abnormal relationship between supply and demand such as is experienced in boom periods, when cost and sale price may exceed the long-term value, or during periods of depression, when cost and sale price may fall short of long-term value. 2.) A value opinion that excludes from consideration any transitory condition that may cause excessive construction costs (e.g., a bonus or premium for material), the abnormal inefficiency of labor, the cost of delay, or an excessive sale price. Surplus Land: Land not necessary to support the highest and best use of the existing improvement but, because of physical limitations, building placement, or neighborhood norms, cannot be sold off separately. Such land may or may not contribute positively to value and may or may not accommodate future expansion of an existing or anticipated improvement. See also: “excess land.” Undistributed Operating Expenses: The costs associated with the following categories: Administrative and General (A&G) Expense – Includes all managerial and operational expenses that cannot be attributed to a particular department, including payroll and related expenses for the general manager, the human resources and training department, and security, clerical, and accounting operations. Other A&G expenses include office sup plies, computer services, accounting and legal fees, cash overages and shortages, bad debt expenses, travel insurance, credit card commissions, transportation (non-guest), and travel and entertainment. Marketing Expense – Includes payroll and related expenses for the sales and marketing staff, direct sales expenses, advertising and promotion, travel expenses for the sales staff, and civic and community projects. Marketing expenses also include national advertising fees paid to a branded property's franchise company and the costs associated with frequent-stay programs. This expense category does not include royalty fees charged by the franchise company. Utility Expense – Utility expenses typically include electricity, fuel (oil, gas, and coal), purchased steam, and water. The utility costs include central plant and energy management systems. This category does not include waste removal, which is included in Property Operation and Maintenance Expense. Property Operations and Maintenance Expense – This category includes payroll and related expenses for maintenance personnel; maintenance supplies; repairs to and maintenance of the building and grounds; furniture and equipment; and the removal of waste. Franchise Fee – Includes only the royalty fees charged by franchise companies. Other fees or assessments are categorized under Marketing Expense or Rooms -Other Expenses. Management Fees – Fees charged by management organizations for management services or supervision. This expense includes both base and incentive fees. Use Value: In real estate appraisal, the value a specific property has for a specific use. This may be the highest and best use of the property or some other use specified as a condition of the appraisal, and may be used where legislation has been enacted to preserve farmland, timberland, or other open-space land on urban fringes. I(' InterContine nta I Hotels Group 3 Ravinia Drive Suite 100 Atlanta, GA 30346 Telephone Q7q604-2057 www.rng.com October 19,2017 VIA OVERI\UGHT COI]RIER Diplomat Group, LLC Attn: Kamlesh Patel 3512 San Lucas Lane Denton, TX76208 RE: LICENSE AGREEMENT DATED (AS SAME MAY IIAYE BEEN AMEI\DED, THE 6'LICENSE") BETWEEN DTPLOMAT GROUP, LLC ("LTCENSEE") ArlD HOLTDAY IIOSPITALITY FRANCHISING, LLC ('TLICENSOR") FOR TIm avidrM hotel LOCATED AT FARMERS BRANCH, TXI#19661(TID "IIOTELT|) Dear Mr. Patel: This letter will serve as the agreement of Licensor to permit Licensee to retain, as an advertising assistance allowance for the Hotel ("Ad Assist"), a portion of the Gross Rooms Revenue payable as monthlyroyalties under Paragraph 3 of the License as follows: o An amount equal to 2Yo of Gross Rooms Revenue for Revenue accrued during the first year of operation of the Hotel, under the above referenced License. Licensee must make timely payment of the remaining 3o/o of Gross Rooms Revenue payable as monthly royalties. o An amount equal to lYo of Gross Rooms Revenue for Revenue accrued d.ring the second year of operation of the Hotel, under the above referenced License. Licensee must make timely payment of the remaining 47o of Gross Rooms Revenue payable as monthly royalties. The terrns of this letter agreement are not transferable. This letter agreement will automatically terminate upon the sending of any notice of termination under the License, upon automatic termination of the License for the Hotel, or if Licensee fails to cure any default under the License in a timely manner. Notwithstanding the foregoing, the Ad lt EI I.ua.1L]::+lc t a''a'|' ';!G R--:ri,rl. t:lxb.r:3t)pi..ril* lr KjrrnlDf' Hd€i: i9 pcsli:!rarls: l? be inqiriilj rl z i!irre,j;:i€ Kamlesh Patel October 19,2017 Page2 Assist may not be utilized by Licensee after Licensee receives written notice that any default is pending under the License. During the period of default, full fees pursuant to Paragraph 3 of the License will be payable by Licensee. The Ad Assist allowance will resume after the default is timely cured without credit for any time lost during any period of default under the License. The amount of any liquidated damages dui undir the License shall be calculated on the basis of full fees as set forth in paragraph 3 of the License without any credit for the Ad Assist. Additionally, should Licensee attempt to terminate the License prior to the expiration date of the License, all prior royalties retained pursuant to the Ad Assist shall immediately become due and payable to Licensor. This letter agreement constitutes confidential information, and Licensee shall not disclose its contents to anyone other than an authorized officer or employee of Licensee on a "need to know" basis only, or if required to disclose due to legal proceedings. In the event Licensee is in breach of its confidentiality obligations hereunder, no f,rther benefits will be available from that time and thereafter, and all prior royalties retained under the Ad Assist shall immediately become due and payable to Licensor. In consideration of the foregoing agreements of Licensor, Licensee hereby releases and waives any and all claims and causes of action against Licensor and its predecessors-in- interest under the License, and their respective parents, officers, direciors, principals, members, managers, employees, agents, subsidiaries, shareholders and affiliates including, but not limited, to claims relating to the License and all related documents and claims relating to the offer, sale, execution, delivery and performance of the License and all related documents. Except as expressly stated in this letter agreement, no further additions, modifications, or deletions to the License are intended by the parties or made by this letter agreement. Please acknowledge your acceptance of this offer by executing this letter in the space provided below, and return the original to the undersigned no later than November 3, 2017. Holiday Hospitality Franchising, LLC Franchise Licensing and Compliance (Signatwes continue on the following page) Kamlesh Patel October 19,2017 Page 3 AGREED AND ACCEPTED THIS DAY OF DIPLOMAT GROUP,LLC Witness: Guarantors: 511 NE l38hAvenue Vancouver, WA 98684 SSN:536-02-0302 B.A. I^J<J. Bindiya Patel, legal signature 511 NE l3ShAvenue Vancpuver, WA 98684 SSN:533-27-2614 20 PUTU 8.a, zz-<-'lo , D,rYe.L Des*i Lvt Patel Al tellegalslghature Karnlesh Patel October 19,2017 Page 4 btrl \ <s L Nc S.-- L+I \.A,Ui\ett^ l)r{c-,, \ivJriU DcS"..Lpslma U,(aJalHffii "'2d 76Lto 7q Dt,r.16,1 ^ DfJ"..-^ br J jc.il D< (.-- uo PrEkas Name: Addres Dec 7r.2[i1,1- VIA OVERNIGHT COURIER DIPLOMAT GROUP. LLC Attn: Kamlesh Patel 3512 San Lucas Lane Denton, TXl6208 o lnterContinenta I Hotels Group 3 Ravinia Drive Suite 100 Atlanta, GA 30346 Teiephone (7tO) 604-2057 www.thg.com RE:YouR EXECUTED LICENSE AGREEMENT FoR THE avidrM hotetsHOTEL TO BE LOCATED AT 13998 NORTH DIPLOMAT DRIVE,FARMERS BRANCH, TX 75006 Dear Mr. Patel: It's my pleasure to provide the enclosed fully executed License Agreement for the hotelyou are developing at Farmers Branch, TX/ #1966l. We want to thank you for choosingIHG, and to welcome this property into the process of becoming a member of the IHGfamily. Initial Items for Attention There are a few important items we would like to bring to your attention in conjunctionwith the delivery of the License Agreement. specificallf, please note that: o The planning and development milestone dates included in the License Agreementare critical components of the obligations of the Licensee. please review themcarefully. The opening of your hotel as a avidrM hotels hotel must occur no laterthan November 1. 2019. yourself and your team with Process (PP), please vis Wi pranning uno?^2s"?i:'""r1":,"ii3j1XTil:tHlr':"#*,'?il1ff;:1rX"il#,,1,,1: brand standards, and other resources. IHG' '*t INTERCoNTINENTAI.Klf.4PTON utE HUALI.JXE +tfit At& .ff Holidog lnn q,,'id IHG'3,",fq'0.tg!*',., cR z^ -:.G Eefljrils a:irb jtol !itclicabje tc (;rxpt'jt, iiclels!i Resia!rjr:is..tc be ,rc iaiad al ;,raife dat. The HOST Project Management team coordinates consulting services that range from assistance with design and construction and guest services to generating revenue throughdistribution systems and sales efforts. The team consists of a field-bur"d HOST Managerwho will provide on-site consulting and a HOST Support Coordinator in Atlanta who willserve as your administrative and tracking arm. This team will: o Ensure you are enrolled in the New Investors Orientation program, which is required of all new licensees. Track pre-opening progress on your project. Provide focus and support for your team around the three key anchor dates of theopening process: 1) submittal of your plans, 2) groundbreaking, and 3) opening ofyoul property. At your HOST Manager's initial Welcome Visit, he or she will also review and obtainyour signature on an IHGOnline Site Agreement and provide your site login andpassword' This will give you access to the IHG franchisee Web portal, which includesforms and information to assist you in the opening process. I.ne UOS1 Manager also willdemonstrate the site, so that you can begin to-rialize its benefits immedLtely. post- opening, your team will access IHGOnline regularly to take advantage of sales tools andinformation resources that support your hotel operat-ions. Should you have any questions or need further assistance, please don't hesitate to contactme at 770-604-8297. we look forward to a long and prosp.rou, relationship. Sincerely, David Ferguson Manager Franchise Licensing & Compliance LOCATION: 1399S North Diptomat Drive Farmers Branch, TX 75006 LOCATION #: 19661 \*,-, HOLIDAY HOSPITALITY FMNCHISING, LLC avidil hotels NEW DEI'ELOPMENT LICENSE AGREETENT WITH DIPLOMAT GROUP, LLC LICENSEE 1. 2. 3. 4. 5. 6. 7. 8. 9. HOLIDAY HOSPITALITY FRANGHISING, LLC avidril hotels LICENSE AGREEMENT TABLE OF CONTENTS Operationaland Oth Fees........... ahcnrro Dacna^^i].iliri^^, """"""""""4 A. B. c. D. E. A. B. c. D. iModification or Discontinuation of the Marks.A-^L:l^^...--r rr^r!4 .j"'-_tt"t'vr (rl9 l'lqlnD ""'.......'.......8 Monthly Statements and Data. .....................8Preparation and Maintenance of Records. A r,l:4 vl | \'wvl uD' "'.......8 A. B. c.Evidence of Insurance """' ru .............10 Ig:l:r!I Hg:r"' 11 A. B. c. D. E. F. G. H. t. J. K. .,.. | |Transfer by Licensee. ............. 11Transfer of Equity Interests that Are Not publicly Traded. .... ............ . .................11Transfers of Publicly-Traded Equity Interests...... ...........12Transfer of the Hotel by Naturai person. ........................12Transfers of Equity Interests in the Licensee Upon oeaftr to iamiiy'i*a"moerr. ........................13 *9:1'':!?1of a proposed rransfer of Equity Inrerests.................:..::_:..__._...:.:..:::............ .. rs: :: :: ::: ::: : i;Tr^^^f^- ^a D^-l r-4^tTransfer of Real Estate. Management and Name of the Hotel. """' r+ ................15Ea^l^.,^^^ ^r 4L^ | r-r-l 10. A. B. c. 11. T A. B. c. D. E. No Extensions of Term. """" ru ............17 Expiration of rerm""'......' ..................17Termination UV L,1c_e;r^s-or on Advance Notice. .................12 avid20'17 A. No Agency Relationship ..........1gB. Licensee's Notices to Public Concerning Independent Status. .....,....1g13. Miscellaneous: .................. ,^, Mtsceilaneous: A. SeverabilityI Severability and Interpretation. ...................20B. Binding Effect, Choice of Law, No Jury Trials, No punitive Damages ...................20 and Licenso/s Right to Injunctive Relief. ............20C. Exclusive Benefit......... ............21? Entire Agreement........... .........21E. LicensorWithholding Consent. ...................21F. Notices. ...............21G Authority. .............22H. General Release and Covenant Not to Sue. ............ ......22 f . Performance of the Work..... .......................22J. Reimbursement of Expenses.............. ........23 5 Business Judgment.... .............23L. Descriptive Headings. .............23M. Anti-Terrorism, Anti-Bribery and Trade Sanctions Compliance.............. ................23N. Capital Reserve; Capital Reinvestment and Renovation Gycles ........24 avid 2017 Holiday Hospitality Franchising, LLG Three Ravinia Drive, Atlanta, Georgia 30346 avidil hotels License This License License")Commencem between company ("Li Diplomat address is 35 Lane, De The Parties Agree As Follows: 1.The License: Licensor operates and licenses a system (the ,,Syst provide a distinctive, high quality hotel service -to standards established by Licensor are the essence pend market conditions, and risks; has prospective avidrM sees; and has Neither Licensor n on Licensor'sbehalf has made any representation to Licensee concerning this License not fully set forth herein. Awareof the relevant facts, Licensee desires to enter into this Llcense in order to obtain a license to use theSystem in the operation of an avidrM hotel located at 13998 North Diplomat Drive, Farmers Branch, TX75006 (the "Hotet"). A. The Hotet. uipment, and y Licensee to approved by ties listed on number of approved guest rooms and no other to the erinmT#Til::H*1.:fi:"nffi:ff1""1 involvi be made without Licensor's written approval.Licens n of the Hotel during the entire license termwithou nything contemplated in thiJ License. B. The System. The S ts ned to identify avidrM hotels to the consumingpublic oc hotels or to contribute to such identification orassoci ch ify or reflect the qualof suc in icense or as designThe System at present includes, but is not limited to. th-e"avidrM", the service mark ,,Holidex@'and theand 'rvrwe rrar^ nurue - aru rne paragraph 6.8. berow) all ri by reason of a license; lectronic commerce asmay sor in accordance with Licensor's specifications tobep established by L time; other marketing erials furnishing of trai mate specifications and policies for construction, fuHotel, standards and specifications for interior and exterior design and decor and otherrequirements as stated or referred to in this License and from time to time in Licensor,s brandstandards for System hotels (the "standards") or in other communications to Licensee; and avid2017 programs for inspecting the Hotel, measuring and assessing service, quality and consumer opinion, and consulting with Licensee. The Standards and all changes to the Standards may be any format, including but not limited to print, electronic or other media. Licensor mays to the System or modify, alter or delete elements of the System in its sole judgmeni time. 2. Grant of License: usive license to use the System only at the Hotel, but onlyduring the "License Term', beginning with the Term ded under paragraph 11 hereof. The License applies to the herein (the "Location") and to no other location. Licensee idiaries, affiliates and parents are and may in the future beengaged ctiviti ctivities involving transient lodging and related activitiesand that g no er other than th6 right to ,"" i-n"by"tem as specificailydefinedh with slicense. This L it Licensor,s right, or the nt, subsidiary or affiliate of Licensor,to use em or any part thereof, license any business activity at anyother without limitation, the ising, ownership, operation and/ormanagement of lodging facilities and related activities under the names and Marks associated with theSystem and/or any other names and marks. Licensee acknowledges that Licensor's rights to use andlorlicense by the fiJ$ffi[:lilTH::',fl'":1intend t e to contractual performance orthe exe se. 3. Licensee's Responsibilities: A. Operational and Other Requirements. Throughout the entire License Term, Licensee will at its sole cost and expense: q) maintain a high moral and ethical standard and atmosphere at the Hotel;(2) maintain the Hotel in a clean, safe and orderly mannei and in first class condition;(3) provide efficient,.courteous and high-quality service to the public including, withoutlimitation, maintaining minimum product and service quality standards and scores forquality assurance programs established and maintained by Licensor, as such programs may be modified by Licensor from time to time;(4) operate the Hotel 24 hours a day every day except as othenryise permitted by Licensorbased on special circumstances;(5) shictly comply in all respects with the Standards (as they may from time to time bemodified or Licensor) and with ari othei porities, procedures andrequirements which may be from time to time communicated to Licensee(which comm t Licensor;s option, may be in hard p"p", "oly oi Jjit"r,electronic or computerized form, and Licensee must pay any costs to retrieve, review,use or access such digital, electronic or computerized communication);(6) strictly comply with nso/s standards and specifications for goods andservices used in the of the Hotel and other reasonable requiiements toprotect the System an from unreliable sources of supply;(7) strictly comply with Licensor's requirements as to the:(a) type of services and products that may be used, promoted or offered at the Hotel;(q) nd products that, to supplement services tisted onAtrac oted(c) sign s of identification at orperta not avidrM hotels name orany other of Licenso/s service marks, trademarks or copyrights (in all tormats,including but not limited to print, electronic or other media) wnitir a]re seLn oy memulrs avid 2017 of the consuming public or used to identify the Hotel to actual or prospective consumers; (d) directory and reservation service listings of the Hotel;(:) training of persons to be invorved in the operation or ihe Hotel;(f) participation ng, g, training andoperating program Lice ioe; progrims inthe best interests the frequency or royart ted t tation, all guest (g) air, rior and exteri ndcond r se l, including, w onin al pro ity assurince ndmain , as ms may be modified by Licensor from time toItme: (l ) quality and types of services offered to customers at the Hotel; and(i) maintenance of a capital reserve and adherence to capitai reinvestment andrenovation cycles (as further specified in paragraph 13.N. hereof and as Licensor maysupplement from time to time by the Standards); ' (8) use such automated guest service, hotel management and/or telephone ortelecommunication system(s) which Licensor deems to'Ue in the best interests of theSystem, including any additions, enhancements, supplements, or variants thereofwhich may be developed during the term hereof;(9) participate in and use those reservation services which Licensor deems to be in thebest Syste ny additions, enhancements, supplements orvaria h may during the term hereof;(10) adop nts or e Sys-tem as may be designated by Licensorfrom(11) he Hotel and it , development le laws, rules, requirements, I governmenta s in which the licable to Licensee or the Hotel, pay timely all and mainrain throushout the Licens" rl?ilff T:#ilTl,""i i',13i;S'J"il3lr:i:i:and permits necessary to own (or lease, as may be applicable) and opeiate the Hotel inaccordance with the System;(12) permit inspection of the Hotel by Licensor's representatives at any time and give themfree lodging for such time as may be reasonably necessary to complete theirinspections;(13) Hotel on a local or regional t and prior approvals;(14) no part of the Hotel or t competing business or other lodging businesses or lodging facilities owne-d, Licensor or its parents, divisions, subsidia(15) use every reasonable means to encourage use of avidrM hotels facilities everywhere bythe public; (16) in all respects use Licensee's best efforts to reflect credit upon and create favorablepublic response to the name,,avidil hotels";(17) pro.mptly pay to Licensor all amounts due Licensor, its parents, subsidiaries andaffiliates as royalties, or charges, whether or not arising out oi this License, oiioitooo"or services purchased e at the Hoteiiand(18) strictly compty with Li and, in particular, Lice information pertaining to Licensor's ma loyalty and satisfaction, tech intentionally disclosed to the ensor, (ii) any of the Standards or (iii) any ofthe commercial terms or prov License.' - avid2017 B. Fees. (1) (or part of a icense Term, Licensee will pay to 5th of the fol in the case of the Technology -Fee (1)(c) below, thty in advance: (a) a royalty of SYo of the gross rooms revenue attributable to or payable for rentalhe ing, without limitation, any orall ly all guests renting a room notwit n for any item, including, bu noof beverage items provided or made available to aguest as an incident of a room rental, however with deductions for sales and roomtaxes only ("Gross(b) a "Services I to 3.0% of Gross Rooms Revenue which, inLicensor's sole bu to the long-term interests of the System, will beused by Licensor for marketing, reservations, triining programs, and reiated services.The cannot be used to cover-the cost of maintenance, repair,mod , or upgrading of the Hotel. Licensor and its affiliates are notresp se costs. Funds invested in activities that strengthen th reservations, training programs, research, services, but may also include tactical mar revenue enhancement and seasonal marketing programs. The Services Contributionsdo not include costs which Licensee incurs in tne acquisition, installation ormaintenance of reservations services, equipment or training, or in Licensee's ownmarketing activities. Licensor can change the Services Contribution from time to time.Licensor may, on 30 days advance notiCe, at any time during the term of this-License,and from time to time, increase the Services Contribution by up to'lo/o of Gross RoomsRevenue. lf Licensor increases the Services Contribution in this way, then ticensorcannot make another discretionary increase again for 24 months attei tne start of aprior increase. Licensor may increase the Services Contribution by a maximum of 2%of Gross Rooms Revenue over the term of this License;(c) a monthly Technology Fee of $13.80 for each guest room at the Hotel to be usedby Licensor for provision of technology services, such as, but not limited to satelliteions services to the Hotel, plus such increases as Licensor may judge but in no case exceeding in any calendar year loyo of the fee in effect atg of that year, (the Technt logy Fee does not include the cost, installation,maintenance or repair of any equipment at the Hotel);(d) all fees due for travel agent commission' programs, including ElectronicCommission Services and any Field Marketing Co-op programs aftributable to the technology, guest new hotel opening , subsidiaries or its posed on Licensor alternative to an income tax othenaris" tax is an optional Licensor may, at its election, require Licensee to pay all outstanding fees by electronic fundstransferidirect debit of account or other similar technology designed'' to accomplish the samepurpose. Licensee will operate the Hotel so as to maximize Gross Rooms Revenue of the Hotel consistentwith so-und marketing and industry practice and will not engage in any conduct that reducesGross Rooms Revenue of the Hotel in order to fur her otner Uuiiriess activities. (2) A standard application fee for additional guest rooms as set forth in Licensor,s thencurrent avidrM hotels disclosure document will be charged upon application for anyguest rooms to be added to the Hotel. avid2017 4. (3) Additional royalties may be charged on revenues (or upon any other basis, if sodetermined by Licensor) from any activity if it is 'added at the Hotel by mutualagreement, and: ot now offered at System hotels generally and is likely to benefite identified significanfly with the avidr* hotels name or other (b) such act or developed(4) Charges may nal produc by Licensee fromLicensor, eithe h current p n the future.(5) Each payment under this paragraph 3.B., except the standard additional juest ,oomsapplication fee or other fee not determined from Gross Rooms RevenJe, shall bethe m nt referred to in paragraph 7.A. Licensor mays rece License to any amounts due under this License.nder t rre not paid when due, such non_payment shallconstitute a breach of this License and, in addition, such unpaid amounts'will accrueinterest beginning on the first day of th month following the due date at 1 1t2% per month or the maximum by applicable law, whichever is less.(6) Local and regional ma es may be byLicensee, but only at Licensor,s ts.Reasonable_ charges may be ing material orsupplied by Licensor to Licensee ch programs and activities.(7) Licensor has the right, in its sole judgmeni, tJrequire Licensee to tender all or any partof the payments due to Licensor under this License to Licensor, one or more ofLicensor's parents, subsidiaries, affiliated entities or other designees. Licensor's Responsibilities: A. Training. ecify and provide required and optional fee may be charged for certain required ;f"": ::::'""T1 ;n ff 'iilff l*" * B. ReservationServices. During the License Term, so long as Licensee is in full compliance with its obligations hereunder,Licensor will afford Licensee access to reservation service ior the Hotel on terms consistent withthis License. However, Licensor has no obligation to afford Licensee access to reservationservice for the Hotel regarding reservations foriny date after the expiration date of this Licenseor for any date after the termination date established by Licensor, following any appticaUle noticeperiod or any applicable opportunity to cure. C. Gonsultation on Operations, Facilities and Marketing. During the License Term, Licensor will, from time to time at Licensor's discretion, make available exercises its business judgment based on its info term interests of the System. Licensor's identifi warranty of the financial condition or performan Licensee's use of an identified or recommended Licensor's standards and specifications may fac specifications, but it is not a substitute for such compliance. avid2017 5. D. Maintenance of Standards. Licensor will conscientiously seek to maintain high standards of quality, cleanliness, appearance,design and service at all hotels using the System so as to promote, protect and enhance thepu,blic image and reputation of the avidrM hotels name and to increase the demand for servicesoffered by the System.. .Licensor's judgment in such matters shall be controlling in all respects,and it shall have wide latitude in making such judgments. E. Application of Standards. The Hotel and all other hotels operated under the System will be subject to the Standards, asthey may from time to time be modified or revised by Licensor, including limited exceptions fromcompliance which may be made based on local conditions, type of hotel or specialcircumstances. The Standards and any modification to them can be delivered by Licensor toLicensee in hard paper copy or, at Licensor's option, be made available to Liceniee in digital,electronic or other computerized form. tf communicated in digital, electronic or othercomputerized form, Licensee must pay any costs to retrieve, review, use or access thestandards. The Standards are confidential and remain the property of Licensor. F. Other Arrangements for Marketing, Etc. Licensor may enter into arrangements for development, reservation services, marketing,operations, administrative, training, technical and support functions, facilities, programs, servicesand/or personnel with any other entity, and may use any facilities, prograris, services orpersonnel used in connection with the System, in connection with any busiriess activities of itsparents, subsidiaries, divisions or affiliates. G. Use of Services Gontribution. Licensor will make available and use Services Contribution funds for various activities as may becomputed on the basis generally applicable to licensees of the System. Licensor is not obligatedto expend funds for marketing, reservations or r:lated services in excess of the amounts receivedfrom.licensees using the System and those funds made available by Licensor as set forth above.Services Contribution funds are not intended to benefit any specific market or hotel. Licensor andits affiliates have no obligations to spend from Servicei Contribution funds, or othemrise, anyamount fixed.or proportionate to the amount Services Contributions Licensee pays, nor doLicensor or its affiliates have any obligation to ensure that Licensee benefiis 'direcgy or I or expenditures made from collected Services activities may be conducted s requirements. Reasonable programs and activities used by Licensee for such H. Performance of Licensor's Obligations. understands and agrees that Licensor, in its sole discretion, may perform any or all ofions under this License directly or through Licenso/s parents, afiitiates, subsidiaries orgnees. Ghanges in the Standards: icated in writing to Licensee at least 30 days may be in hard paper copy or, at Licensor,s d form, and if such communication is in digital, must pay any costs to retrieve, review, use or. ts equivalent, or desia in the exercise of itse stent with the long_ter f avid2O17 6.Proprietary Rights: A. Ownership of System. Licensee acknowledges and will not contest, either directly or indirectly, Licensor's and itssubsidiaries', affiliates'and parents' unrestricted and exclusive ownership otanC right to use the of, or parents,usive all or any t take n of suchparen entities. s that Licensor owns or is licensed to use thenames and mark "avidrM" and all other Marks (as defined in paragraph 6.8. below) and otherelements associated with the System as defined in paragraph'1.B.Lbove, orderived therefrom(including but not limited to domain names or other identiiications or elements used in electroniccommerce), together with the goodwill symbolized thereby directly or indirectly the validity or ownership of the Marks o of such validity or ownership either during the term of this improvements, modifications and additions whenever made the parties hereto or anyone else, and all service marks, mark, trademark, domain name or similar registrations at any time used, applied for or granted inconnection with the System, and allgoodwillarising from LiCensee's use oiLicensor's lVlarks andother intellectual property, including (without limitation) local goodwill, shall inure to the benefit ofand become the property of Licensor. Upon expiration -or termination of this License, nomonetary amount shall be assigned as attributable to any goodwill associated with Licensee,suse of the System or any element(s) or component(s) of the System including any trademarks orservice marks licensed hereunder. B- Disputes Concerning the Marks or System. The "Marks" means the name and mark "avidrM" and its distinguishing characteristics and theother service marks, trademarks, trade names, slogans, commeriial syribols, logos, trade dress,copyrighted material property associated with the System, in-ctuoing (withouilimitation) those whic designate in the future for use and those which Licensordoes not designate from use (the "Marks"). Licensee shall notify Licensor i) an i , or a challenge to Licensee;s use of any of the Maiks; (ii) anyands, es, allegations or actions asserted or iaken by third partiei the M part of the System of which Licensee becomes aware; and, (iii) of any of the Marks or any part of the System of parent or one of its affiliated entities, will have the h third parties concerning use of all or any part of reasonable expense, extend its full cooperation toLicensor in all such matters. All recoveries made as a result of disputes with third partiesregarding use of the Marks or System or any part the Licensor need not initiate suit against alleged imitators by grant of a license or otherwise. Licensee will not initi imitators or infringers, or any other suit or proceeding to C. Protection and Use of Name and the Marks_ Both parties will make every effort consistent with the foregoing to protect and maintain theMarfs. Licensee agrees to execute any documents deemed n6"esi"ry by Licensor or its counselto obtain or maintain protection for the Marks or any part of the Syst-em or to maintain theircontinued validity and enforceability. Licensee System (i) only in connection with the operation opening of the Hotel in the System or at suc in the manner ex1 rks to become gel ental to or inconsistent with the good name, goodwill or favorablereputation and image of the Marks or Licensor. Licensee ackriowledges t'trit any unauthorized, avid2017 7. unpermitted or prohibited use of any of the Marks shall constitute infringement of Licenso/s rights' The restrictions and requirements that limit Licensee's use of the Maiks and identifications apply to all formats (including print, electronic and other media) and include domain names, URL,and other identifications or elements used in electronic commerce. D. Modification or Discontinuation of the Marks. lf Licensor modifies or discontinues use of any of the Marks licensed under this License as aresult of any proceeding or settlement or for any other reason, then Licensee agrees to complywith Licensor's instructions in order to implement such modification or discontinuation. Licensee further agrees that it will have no right to any compensation or other remedies from Licensor orany of its parents, subsidiaries or affiliated entities as a consequence of any such modification or discontinuation. E. Architectural Modifications. lf Licensee engages a third party, in compliance with the terms of this License and the franchiseocument, to prepare modifications, additions, and/or improvements to any drawings or architectural works licensed to Licensee as part of the SystemI Modifications"), Licensee shall cause such third party to assign all copyrights insuch Architectural Modifications to Licensor in such form as Licensor may specify from tlme totime. Records and Audits: A. Monthly Statements and Data. At least monthly, Licensee shall prepare a statement which will include all information concerningthe Hotel's Gross ue, other revenues generated at the Hotel, room occupancyrates, reservation r information required by Licensor that may be useiul (in Licensor's sole bus ) in connection with marketing, reservations, guest loyalty andsatisfaction and other functions, purposes or requirements of Lic-ensor, its parent6, subsidiaries oraffiliated entities (collectively the "Data"). Sub ect to applicable law, ihe oata shall be theproperty of Licensor although Licensee shall have the non-exclusive right to use the Data so longas its use is lawful and in connection with owning or operating the Hotel during the License Term.The Data will be permanently recorded and retained by Licensee as may be Lasonably requiredby Licensor. By the third of each month forth the Data and reflecting the computati statement and Data will be in such form automatic capture) and detail as Licensor used by Licensor for its reasonable purposes industry reporting purposes. Licensee agrees paragraph 7.A. as well as any other reports, data, information or material provided to Licensorpursuant to or in connectio and correct and not misleading andshall comply with all standa Licensor with respect to privacy andsecurity of Data related to g Hotel. B. Preparation and Maintenance of Records. Licensee will, in a manner and standards as reasonably requ less than four (4) years or complete and accurate records concerning Gro marketing and other aspects of the Hotel, and accurately reflects all financial aspects of the Ho but not be limited to books of account, tax returns, governmental reports, register tapes, dailyreports, and complete quarterly and annual financial statements (piofit and-loss siitements,balance sheets and cash flow statements). The requirement to preserve records as set forthherein shall continue beyond the expiration or sooner termination of the License Term. avid2017 8. C. Audit. Licensor may require Licensee to have the Hotel's Gross Rooms Revenue and/or monies duehereunder computed and certified as accura License Term and for two years afterward, L to verify information required under this Licen at all reasonable times, any and all records re elsewhere if reasonably requested by Licensor deficiency in any payments due hereunder, and the deficiency in any payment is not offset by ry to Licensor the deficiency and interest thereon as no audit fee will be assessed. lf the audit di overpayment, without interest, against future payments due from Licensee under this License or ifthis License has terminated, prompfly refund it, without interest, to Licensee. D. Annual Financialstatements. Licensee will submit to Licensor as soon as available but not later than g0 days after the end ofLicensee's fiscal year, and in a format as reasonably required by Licensor, tomptete financialar. certify them to be true and correct and to have beenwith cepted.accounting principles and the Uniform System ofing I sistenfly applied, and any false certification wi' be a Indemnity and Insurance: A. Indemnity. Licensee will indemnify Licensor, its parents respective officers, directors, employees, "lndemnitees") against, hold them irarmless to give Licensor any other event n three days of Licensor and/or throush counser of its choice, to.contror "ny,"ttffi;JT,:liJ::l,:':",r::il:l"l;;:J.fjli"TiLicensor and/or any of the other Indemhitees. Licensor will have the right, at any time itconsiders appropriate, to offer, order, consent or agree to settlements or take any other remedialor correc expedient withdemand, if, in Licensor's do so. U ill Licensor or a without limitation any claim, cross claim or termination of this License or collect any amounts avid2O17 B. Insurance. During the License Term, Licensee will comply with all insurance requirements of any lease ormortgage covering the Hotel, and Licenso/s specifications for hsurance as to the amount andtype of coverage as may be.reasonably specified by Licensor iror tir" to timein wiiting, and witlin any event maintain on the Hotel as a minimum, the rotbwing insurance undenvri'tten by areputable insurer approved by Licensor: (1) emptoyer's riabirity with minimum rimits of $1,000,000 per occurrence;(2) nsation insurance;(3) ractices liability insurance (including coverage for harassment, a limit of 91,000,000 in the aggregate;(4) the holder of the liquor license will ma liability insurance with itcoverage for personal and bodily injury y damage of at least $ Oper occurrence_ naming Licensor and , subsidiaries and affi dLicensee if applicable) as additional insu(5) commercial general liability insura completed operations, contractual lia business automobile liability insuran single-limit coverage for personal $10,000,000 for each occurrence, affiliates as additional insureds. the License Term, Licensee will general liability insurance (includ and contractual liability) and busi non-owned liability) with limits of at le bodily injury and property damage u Licensor and its parents, subsidiari insureds; and(6) network security/privacy liability (cyber liability) insurance in the minimum amount of$1,000,000 including but not limitei to proteciion of private or confidential informationic; protection dede; Plantationes, f,:i H"j (7) lf multiple locations are insured on policies containing an aggregate limit, then theaggregate limit must apply on a per location aggregate bisis.(8) Licensee wiil ensure the royarties, services -'ntriiutions ums payabre insured within the business rance pblicy.d insure against'all ysical loss be endorsedyments to be made cfly to Licensor.(9) All policies must be written on a fully insured basis. Deductibles or self-insuredretentions are subject to Licenso/s approval on an individuar basis. C. Evidence of Insurance. At all times during the L evidencing the term and insured. Revised certific coverage or insurance carrier is made by At Licensor's option, Licensee may be rb Licensee fails to procure or maintiin the _. coverages and limits set forth in paragraphI have the right and authority (b ot the 6bligation) to procure such insrr"ncet, including any costs incurred by Licensor forirocurement and maintenance of 10 avid2017 9.Transfer: A. Transfer by Licensor. L all have the right to transfer or assign this License or any of Licensor,s rights, duties oro hereunder, in w-hole or in part, to any person or legal entity without r6luirement orp to, or consent of, Licensee. B- Transfer by Licensee. Licensee understands and acknowledg personalto Licensee, and that Licensor financial capacity, and personal charact the owners, members, partners or stockholders rt of Licensee's interest in this License, nor any owns an Equity Interest (as that term is defined pledge, mortgage, or encumbrance r othenryise, in this License or any E, s of this License, shall be null and void and shall constitute a material breach of thisLicense, for which Licensor may terminate this License without opportunity to cure pursuant toparagraph 1 1.C. of this License. (1) For the purposes of this paragraph 9 ownership, membership or partnershi partner, whether general or limited, in and of any stockholder, member or oto such comLicensee hich indirect b in L Equity Interests' ny Eq :un?:!;ffiff::exchange or are public maintained bythe NationalAss urities rs. esents that the Equity lnterests in Licensee are ned, as shown in Attachment',A,,. pursuant to this paragraph 9, limited partners rtners, and Licensor's judgment will be final if reratve Equity Interests, incrudins 'Hls:iJttj?t"i"o"tiuo',""i"Hj[: "iilr"J",,.1""H1 considerations being: (a) direct and indirect power to exercise control over the affairs of Licensee;(b) direct and indirect right to share in Licensee's profits; and(c) amounts directly or indirectly exposed at risk in Licensee's business. G. Transfer of Equity Interests that Are Not publicly Traded. Except where otherwise provided in this License, Equity Interests in Licensee that are not liminated with Licensor's prior written consent, that after the transaction: sts in Licensee will have changed hands since ense, or ests in Licensee will have ce any narurat qergon or Enrity o*,"' tnlinir,?Jiffi i:iJtil:S :{became a party to this License. 11 avid2017 D. Transfers of Publicly-Traded Equity Interests. E. Transfer of the Hotel by Natural person. Equity lnterests in nh ns less than 25% of (b) immediately after the transfer, the transferee will own less than 25vo ofthe EquityInterests in Licensee; and(c) from regis securities law.Public ests miy Licensor,s wriften consent,which nably wiih is exempt from registratio;under The chief financial officer of Licensee shall certify annually to Licensor that Licensee isin compliance with the provisions of this paragiaph 9.D. Such certification shall bedelivered to Licensor with the annual financial statements referred to in paragrapn i.O.- (1) (2) (3) (1)Licensee, if a natural person, may, with Licensor's consent, which wiil not beunreasonably withheld, transfer the Hotel to Licensee's spouse, parent, sibling, son,daughter, niece or nephew, provided that:(a) adequate provision acceptable to Licensor is made for the management of theHotel;(b) the transferee executes a new license agreement for the unexpired term of thisLicense, on the standard form then being used io license new hotels under the svit"m,except the fees charged thereunder shall be the same as those contained hereinincluding any adjustments to such fees as may have been implemented from time totime in accordance with the terms of this License, and Licensee executes a terminationagreement of this License on Licensor's then current form; and(c) . Licensee guarantees, on Licensor's then current iorm, the performance of the 19* | bligations under the newly executed I ement.Licen ural person, may, withouithe consen r, upon 30 days, priorwrifte Licensor, transfer the Hotel to a eniirety o*nLO'"nOcontrolled by Licensee, provided that prior to such transfer:(l) . adequate provision acceptable to Licensor is made for the management of theHotel;(b) the transferee executes a new license agreement for the unexpired term of thisLicense, on the standard form then being used [o license new hotels Jnoer tne svstem,except..the fees charged then shall be the same as those contained herein inctuoinjany adjustments to such fees as may have been implemented from time to time iiaccordance with the terms of this License; and Licensee executes a terminationagreement of this License on Licensor's then current form; and(c) .. Licensee guarantees, on Licensor's then current iorrn tfr" performance of thenew licensee's he new e agreemlf Licensee is upon , License in theLicense may p with Li if License tate, inaccordance with the laws of intestacy gov ibution of ""t"t",provided that: (a) . adequate provision acceptable to Licensor has been made for management ofthe Hotel; (b) Licensor gives written consent, which consent will not be unreasonably withheld;(c) the transferee(s) of Licensee's interest in the License is one or more of the aughters, nieces or nephews; and,tly advise Licensor and the transferee t for the unexpired term of this License, on new hotels under the System, except the adjustmenrs to such rees as may have ;T""" Ho"'#t#Ei l5f i,,nT','"t'?,fl.,""il (2) (3) 12 avid2017 accordance with the terms of this License, and Licensee's executor or estateadministrator executes a termination agreement of this License on Licensor's thencurrent form. F. Transfers of Equity Interests in the Licensee upon Death to Family Members. (1) lf an Equity Interest in an Entity is owned by a natural person, the Equity Interest maypass upon such person's death, in accordance with such person'" *ill, or, if suchperson dies intestate, in accordance with the laws of intestacy governing thedistribution of such person,s estate, p ,ovided that:(l) adequate provision acceptable ma Hotel;(b) Licensor gives written consent, be thheld;(c) the transferee(s) of such Equity of pouse,parents, siblings, sons, daughters, niecr(d) the transferee(s), or such other natural person or Entity as Licensor mayapprove' assumes, in writing, on a continuing basis, the decedents guarantee, if any,of Licensee's obligations under this License. G. Registration of a Proposed Transfer of Equity Interests. (1)fnV.ggolic,9ffering, private placement or other sale of securities in or by Licensee orthe Hotel ("Securities") requires Licensods consent. All materials for the offer or sale ofthose Securities governmental or nY media must be s of hedate Licensee d materials or files them with anytal agency, incruding any mate used in any offering exempt rioriunder any securities laws. must submit to Licensor a non_Twenty Five.Thousand Dollar ($25,000) processing fee with the offeringmaterials and pay any additional costs Licensor may incur in reiiewing such materials]including reasonable attorneys'fees. Except as legally required to describe the Hotelin the offering mate Licensor's participat nrise imPlY and employees in ' managers securitids onerins. lin :; il]License or Licensee nsor, or any use of the Marks, contalnej inany prospectus, ndum or other communications or materiars used byLicensee in the ny Securities. Licensor's review of these documentswill not in any w Licensor's agreement with any statements contained ctions, or Licensor's acknowledgment or any applicable laws. urities unless Licensee clearly discloses to Securities offer and/or sale materials that:es, nor any of their respective officers, will in any way be deemed an issuer or (ii) neither Licensor, irs arririates no,. "n'rT ff:l]"?,r'lr:3fiJ:"bJilj:r::''l?;:?#:;managers, agents and employees will financial statements, projections or oth prospectus, offering and solicitation materi plays (or will ptay) any role in the offer responsibility for the creation or contents day-to-day dividual or alleged or Licensee's ensee (and/or, as may be applicable, the 9ll mqy such purchaser seek to imposeivity, directly or indirecily, upon any of (2) 13 avid2017 Licensor, its affiliates or any of their respective officers, directors, managers, agents oremployees.(3) Licensee expressly agrees that its obligations to indemnify and hold harmless Licensorand the other indemnitees under paragraphs 8.A. and tg.l. orthis License extends toand embraces erement of Lice tly, any and every does ensas" 3;?:sJ;ffiil":i warranties that tes may give to or receive from any proposedor actual purchaser of such and/or any claim that Licensee, iis affiliatesand/or the officers, directors, rs, members, agents and employees of each ofthe foregoing, or Licensee's assignee, engaged in fraud, deceit, violation of securitieslaws or other illegality in connection with Liiensee's proposed or actual offer and/orsale of Securities. As with all other indemnification obligations set forth in this License,this specific indemnification obligation will survive the iermination or expiration of thisLicense. H. Change of Ownership. (1) Notwithstanding any other term or provision of this License to the contrary, neither thisLicense nor any right or interest herein is assignable or transferable by-Licensee. lfLicensee (i) receives an offer to purc desires to sell or lease the Hotel or Hotel, Hotel site, or any interest in th written notice thereof to Licensor, st purchaser or lessee and the terms an of any proposed agreement and all ot may reasonably require. (2) shall constitute a change of ownership requiringsubmittal of an application for a new license.(3) Licensor shall process such change of ownership application in accordance withLicensor's then current procedures, criteria and requirements regarding fees, upgrading and g curing of outsianding;3li'l :ln'#"$":ff:',:Hliensor, Licensor shall, upon Licensor, enter into a new license agreement onLicensor's then current form. The new license agreement shall contain Lidensor's thencurrent terms (except for duration, whi< n by Licensor Fi"ff:[i : ;"#ired bv (4) lf a change of r the proposed new owner is not approved byLicensor and the conveyance el, Hoiel site, or any Equity Interest in the Hotelor Equity Interest in Licensee roposed new owner occurs, then Licensor shallhave the right to terminate nse pursuant to paragraph 1 1.C. hereof andLicensor shall be entitled to all of its remedies. l. Transfer of Real Estate. the opera Entity that proposes ll constitut an application for a new license agreement, u consent for the transaction.. Licensee may however, without Licensor's consent, mortgage orothenryise grant a security interest in the leal estate or other tangible assets of the Hotel (but 14 avid2O17 or any right nection with commercially I with a third mercial lending institution sor or any o er affiliated entities. The lishment or registration of any condominium, cooperative, flat,timeshare, fractional interest, or interval owners[ip or regime oi rny similar type of bwnership orregime relating to all or any part of the Hotel is protriOiteO. J. Management and Name of the Hotel. Licensee must at all times retain and exercise direct management control over the Hotel,sbusiness. Licensee shall not enter into any lease, m"nag.ti.nt agreement, or other similararrangement for the operation of the Hotel or any part thereof (includiig, without limitation, retailor, food and/or beverage service facilities) with any natural person oi entity, without the priorwritten consent of Licensor in each instance. The approval by Licensor oi "ny such lease,managemen or other similar arrangement for operation of the Hotel or any partthereof shall lieve, reduce, mitigatebr waive any of the responsibilities of Licenseeunder this Li g understood that all such responslbilities shali at all times remain theobligation Licensor with all information requested byLicensor fr control and management of the Hotel and ofLicensee.Standards. verage service in the Hotel as required by the Licensor has the exclusive right to name the Hotel. The name of the Hotel may not be changedunless Licensor determines, at its election, to do so. K. Employees of the Hotel. None of Licensee's employees will be considered to be Licensor's employees. Licenseeacknowledges and agrees that Licensee, or its management company engaged- to operate the ing at the Hotel and that iscipline, recruitment or decisions, regardless of from Licensor. NeitherLicensee nor any of Licensee's employees who directly or indirectly, expressly or by implication with res pertainin employees. Licensee .expressly "sl:::, Y'"0 *,,, never contend otherwise, that Licensor,sauthority under this License to approve certain of Licensee's employees for qualification toperform certain functions for the Hotel does not directly or indirectly vest-in Licensor the power toI any such employee. Licensee further agiees that any such minimumished by Licensor are solely for the purpose oi ensuring that the Hotel is at allccordance with the Standards i h the attributes of ttre Brand known to,and desired b the Marks. Moreover, Licensee agreesthat any train ployees is intended to impart to thoseemployees, u the various procedures, protocols, systems anOoperations of any employment relationship between Licensorand -such employees- Finally, should it ever be aiserted ihat Licensor is the employer, jointemployer or co-employer of any of Licensee's employees in any private or governmentinvestigation, action, proceeding, arbitration or othe Licensor in defending said allegation, including, by Licensor to testify on Licensor's behalf -a depositions, other appearances and/or Licensor is the employer, joint employer o 15 avid2017 10.Condemnation and Casualty: A. Gondemnation. Licensee shall, at the earliest possible time, give Licensor full notice of any proposed taking of allor any part of the Hotel by eminent domain. lf Licensor acknowledges tnat the Hotel or asubstantial part thereof is to be taken, Licensor will give due and promlt consideration, withoutany obligation, to changing the site of the Hotel to a nearby locatibn selected by Licensee andapproved by Licensor as promptly as reasonably possible and in any event withinfour months ofthe taking, provided that Licensee has prompfly filed an appli Location of theHotel. Such application would not require payment to Li ional franchiseapplication fee. lf the condemnation of all or any material pa g occurs in thelast two years of the License Term, the License shall automatically terminate effe-ctive upon thedate of the taking. lf the new location and Licensee's application are approved by LicensorLicensee shall promptly execute an addendum to this License substituting tiie new location, andLicensee shall open a new hotel at the new location in accordance with Lt:censor's specificationswithin two years of the closing of the Hotel if the new hotel is a new development or within oneyear of the closing of the Hotel if the new hotel is a conversion of an existing building and the newhotel will thenceforth be deemed to be the Hotel licensed under this Licenie. lf a condemnationtakes place and a new hotel is not, for whatever reason, approved by Licensor to become theHotel under this License (or if it is reasonably evident to Licensor that iuch will be the case), theLicense will terminate forthwith upon notice thereof by Licensor to Licensee and Licensee shallhave no liability for the liquidated damages set forth in paragraph 1 1.E. of this License. B. Casualty. lf the Hotel is damaged by fire or other casualty, Licensee will immediately notify Licensor andexpeditiously repair the damage; provided, however, if all or virtually all of the Hotel is destroyed by such fire or other casualty, either Licensor or (unless caused by the intentional act of Licenseeor its agent) Licensee may terminate this License by fifteen -days prior notice to the otherdelivered within sixty days of the date of the fire or other casualty- ll Licensee terminates thisLicense in accordance with this provision, Licensee shall have no liability for the liquidateddamages set forth in paragraph 11.E. of this License so long as neither Licensee nor any of itsaffiliates, principals, shareholders, members, partners or other owners, either directly or tirroughanother person or entity, develops, leases or perates the site as a hotel or othei lodging -or residential facility of any kind or sort for at least five years following the date of termination loitneoriginally scheduled termination date of this License, if earlier) -other than pursuant to another license with Licensor. Unless the License is terminated properly pursuant ng provision, L I closethe Hotel if required by the extent of the damage o required by Lic repairor rebuild the Hotel in accordance with Licensor's s commence rec withinthree months after the.fire or other casualty; will expeditiously continue on an uninterrupted basiswith such reconstruction; and will, if the Hotel was closei, reopen the Hotel for continuousbu ns as s ticable (b n fireor , giving least fort n ingif t losed. was clos ot oteor otherwise hold the Hotel out as a hotel in the 6 hatthe reconstruction is completed in accordance with Licensor's then current Standards. lf theHotel is n to be closed, all w damage shall be conducted so as to minimizeinterferen Hotel's operation lf thJ damage is not repaired in accordancewith this the License will rminate upon- notice thereof by Licensor to s under paragraph 1 1.E. of uring the time the Hotel is Rooms Revenue based on months prior to the date ofthe fire or other casualty or, if the Hotel has not been in the System for twelve months, based onthe average monthly Gross Rooms Revenue for the period during which the Hotel has been in 16 avid 2017 11. operation in the System. Said payment shall be in lieu of all other System fees under paragraph 3.8. of this License. C. No Extensions of Term. Nothing in this paragraph 10 willor is intended to extend the License Term. Termination: A. Expiration of Term. This License will expire without notice twenty (20) years from the date of opening of the Hotelin lhe System, subject to earlier termination as set forth herein. This Licenie is n-ot renewable,and Lice dges and is License confers upon Licensee absolutely norights of I following of the License Term. The parties recognize thedifficulty damages ulting from premature termination of thelicense,and have provided for liquidated damages which represent t'heir best estimate as to the damages arising from the circumstances in which they are provided. B. Termination by Licensor on Advance Notice. (1) In accordance with notice from Licensor to Licensee, this License will terminate(without any further notice unless required by law), provided that:(a) the notice is mailed at least 30 days (or longer, if required by law) in advance ofthe termination date:(b) the notice reasonably identifies one or more breaches of obligations;(c) the breach(es) are not fully remedied within the time period notice.(2) lf Licensee shall have engaged in a violation of this License, for which a notice oftermination was given and termination failed to take effect because the default wasremedied during the then preceding 12 months, the period given to remedy defaultswill, if and to the extent permitted by applicable law, thereafter be 10 days insiead of 30(provided, however, if there have been two or more violations of the License in thepreceding twelve months for which notices of termination were given, upon the nextviolation, if and to the extent permifted by applicable law, t[e License may beterminated by Licensor immediately upon notice).(3) In any judicial proceeding in which the validity of termination is at issue, Licensor will not be limited to the reasons set forth in any notice sent under this paragraph.(4) Licensor's notice of termination or suspeniion of services shall noi reli6ve Licensee ofits obligations under this License. C. lmmediate Termination by Licensor. This. License may be terminated by Licensor immediately (or at the earliest time permitted byapplicable law) if: (1) (a) L e's o under shall generally notpay its adm inability to p'ay its debts,or shall bene(b) shall commence any case, proceeding or otheraction seeking reorganization, arrangement, adjustment, tiquidaiion, dissSlution orany I insolvency,seeki ver, trustee, for all property;shall er action to ove in paragraphs (a) or (b); the Licensee's specified in the 17 avid2017 (d) any case, proceeding or other action against Licensee or any such guarantor shall be commenced seeking to have an order for relief entered against it as debtor, orseeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a ieceiver, trustee, custodian or other similar official for it or for all or any substantial part of its property, and such case, proce ding or other action: (i) results in the entry oi any orderforrelief against it which is not fully stayed within seven business days after the entry thereof or (ii) remains undismissed for a period of 45 days;(e) an attachment remains on all or a substantial part of the Hotel or of Licensee's or any such guaranto/s assets for 30 days;(f) Licensee or any such guarantor fails, within 60 days of the date of entry of a finaljudgment o-r tax lien against Licensee or guarantor of this License in any amount exceeding $50,000, to discharge, vacate or reverse the judgment or tax lien, or, to stay execution of it, or if appealed, to discharge the judgment within 30 days after a final decision in the appeal is rendered;(2) Licensee voluntarily or involuntarily loses possession or the right to possession of all or a significant part of the Hotel, except as otherwise provided in paragraph 10;(3) Licensee, or any entity or individual having a direct or indireci ownership interest in it, contests in any court or proceeding Licensor's ownership of the System or any part of it, or the validity of any of the Marks or other service marks or trademarks or other intellectual property associated with Licenso/s businesses;(4) A breach of paragraph 8 or paragraph 9 occurs;(5) Licensee fails to continue to identify the Hotel to the public as a System hotel, engages in any action that violates Licensor's proprietary rights under paragraph 6 or ceases to operate the Hotel as a System hotel;(6) Any action is taken toward dissolving or liquidating Licensee or any guarantor hereunder, if it is an Entity, except for any such actions resulting from the death of a partner; (7) Licensee (or any principal stockholder, owner, member or partner of Licensee as the case may be) is, or is discovered to have been, convicted of a felony (or any other offense if it is likely to adversely reflect upon or affect the Hotel, the Sysiem or Licensor in any way);(8) Licensee maintains false books and records of account or submits false reoorts or information to Licensor;(9) Licensee knowingly fails to comply with the requirements of the License and/or the Standards on safety, security, or privacy for its guests at the Hotel or on the reputationof the management, employees or operation of the Hotel, and such failure may significantly adversely reflect upon or affect the Hotel, the System or Licensor, iti parents, subsidiaries and/or affiliates in any way;(10) A breach of paragraph 13.M. occurs; (1 1) Licensee uses any of the Marks before being authorized to do so by Licensor; or(12) Licensee uses any of the Marks in any manner prohibited, or not ixpressly authorized or permitted by this License; or(13) Licensee refuses to allow, or to cooperate with, Licensor's inspection or audit of the Hotel following a reasonable attempt by Licensor to schedule during normal business hours. D. Deldentification of Hotel Upon Termination. Licensee will take whatever action is necessary to assure that no use is made of any part of the System at or in connection with the Hotel after the License Term ends. This will involve, amongother things, returning to Licensor the Standards and all other materials proprietary to Licensor, ceasing the use of any of the Marks, physical changes of distinctive System features of the Hotel,including, but not limited to, removal of the primary freestanding sign down to the structural steel,as well as removal of artwork, signage, graphics, and paint schemes, whether on walls, ceilingsor floors, and all other actions required to preclude any possibility of confusion on the part of thepublic and to ensure that the Hotel is no longer using ail or any part of the System or'otherwise holding itself out to the public as an avidru hotel. Anything noi done by Licensee in this regard 18 avid2017 12. within 30 days after termination may be done at Licensee's expense by Licensor or its agents who may enter upon the premises of the Hotel for that purpose. E. Payment of Liquidated Damages. paragraphs 3.B.(1), (3) and (4) during the 36 calendar months of operation preceding thetermination; or such shorter period as equals the unexpired License Term ai the 1me oftermination or if the Hotel has not been in operation in the System for 36 months, the greater of: (1) 36 times the monthly average of such amounts for the period during which the Hotel has been in operation in the System, or(2) 36 times such amounts as are due for the one month preceding such termination. Licensor and Licensee acknowledge and agree that it would be difficult to determine the injurycaused to Licensor by termination of this License. Licensor and Licensee therefore intend andagree the above liquidated damages calculation to be a reasonable estimate of Licensor'sprobable loss and not a penalty or in lieu of any other payment. Relationship of Parties: A. No Agency Relationship. Licensee is an independent contractor. Neither party is the legal representative nor agent of, orhas the power to obligate (or has the right to direct or supervise the daily affairs o0 th6 other for or and Licensee he relationship lationship based by the express no partnership, j or employment by reason of this es and agrees, that Licensee arone wiil exercise dayto-day contror over arloperations, activities and elements of Licensee and the Hotel and that under no circumstanceshall Licensor do so or be deemed to do so. Licensee further acknowledges and agrees, and willnever contend othenarise, that the various requirements, restrictions, prohibitions,-speclfications and procedures of the System which Licensee is required to comply with under t'his License,whether set forth in the Standards or otherwise, do not directly or ind-irecfly constitute, suggest,infer or imply that Licensor controls any aspect or element of the day-1s-6.t operations ofLicensee or the Hotel, which Licensee alone controls, but only constitute standards Licenseemust adhere to when exercising its control of the day-to-day bperations of Licensee and theHotel. B. Licensee's Notices to public concerning Independent status. Licensee will take such steps as are necessary and such steps as Licensor may from time to timereasonably request to minimize the chance of a claim being made against LicLnsor for anythingthat occurs at the Hotel or for acts, omissions or obligationJof Licensee or anyone associated oraffiliated with Licensee or the Hotel. Such steps may, for example, include giving notice in guestrooms, public rooms and advertisements and on business foims and stalioneiry, etc., mikingclear to the public that Licensor is not the owner or operator of the Hotel and is not accountablefor what happens at the Hotel. Unless required by law, Licensee will not use Licensor's name, the. Marks or any other trademarks, service markr or other intellectual property owned or licensedby Licensor or any of its affiliates or any similar words in its corporate,'partneiship, entity or tradename, nor authorize or permit such use by anyone else. Licensee wilinot use Licensor's name. 19 avid2017 13. the Marks or any other trademarks, service marks or other intellectual property owned or licensed by Licensor or any of its affiliates to incur any obligation or indebtedness on Oenaf of Licensor. Licensee shall not register Licensor's name, the Marks or any other trademarks, service marks or censor or any of its affiliates as part of any (URL), and may not disptay or use any of the the System in connection with any web site. be responsible for any web site in connection pproval of Licensor, and if approved by Licensor,any such web site shall comply with all of Licensor's web site requiremenis as set ttrtn in tneStandards or othenruise. Miscellaneous: A. Severabilityandlnterpretation. The remedies provided in this License are not exclusive. In the event any provision of this kes performance commercially impracticable. Inthe event any provision of this License requires interpretation, such interpretation shall be basedon the r of the parties in the context of this transaction without interpreting anyprovisio nst, any party hereto by reason of the draftsmanship of thelarty or itsposition party. B. Binding Effect, choice of Law, No Jury Trials, No punitive Damages and Licensor's Right to Injunctive Relief. (i) This License shall become valid when executed and accepted by Licensor inAtlanta, Georgia. lt shall be deemed made and entered into in the State of Georgia. ThisLicense, all relations between the parties and, any and all disputes between the partiei whethersounding in contract, tort or othenvise, shall be governed and construed' under, and inaccordance with, the laws and decisions (except Georgia. In entering into this License, Licensee accepted and become associated with, Licenso Licensee hereby expressly and irrevocably submi U'S. District Court for the Northern District of Georgia, Atlanta Division and the State andSuperior Courts of DeKalb County, Georgia for th of any and all disputes. However,Licensor remains entitled to seek injunctive relief in or state courts either of Georgia orof the state of the Hotel's Location or of Licensor's lace of business. Should Licenseeinitiate litigation against. Licensor or its parents, subsidiaries or one of its affiliated entities,Li.censee must bring such action in the courts identified above; provided, however, the foregoingwill not constitute a wqiyer of any of Licensee's rights under any applicable franchise law of thestate in which the Hotel is located. (ii) To the extent either Licensor or Licensee initiates litigation relating to this License and Licensee irrevocably and unconditionally apply to all causes of action that are or might d to the enforcement or interpretation of this violations, fraud, misrepresentation, or similar I action initiated for the recovery of damages by (iii) Licensor and L by thefullest extent permitted by law, or indirect, special, consequential lar ntal' suit,arbitration, mediation or proceeding, at law or e 1 way 20 avid2017 associated with this License, or any other documents entered into in connection with this License,and the parties covenant never to advance or pursue any such claim for punitive damages andagree that, in the event of a dispute, only actual damages shall be sought as relief to theexclusion of all others. (iv) Licensee explicitly affirms and recognizes the unique value and secondarymeaning attached to the System and the Marks. Accordingly, Licensee agrees that anynoncompliance by it with the terms of this License, or any unauthorized or impr6per use of theSystem or the Marks by Licensee, will cause irreparable dimage to Licensor. Licensee thereforeagrees that if Licensee engages in this non-compliance, or uniuthorized andlor improper use ofthe System or Marks, during or after the period of this License, Licensor will be entifled to bothtemporary and permanent injunctive relief against Licensee from any court of competentjurisdiction, in addition to all other remedies which Licensor may have at law. Licensee consentsto the entry of these temporary and permanent injunctions, without Licensor being required toprove the inadequacy of money damages as a remedy, without being required to pos-t a bond andwithout waiving any other rights or remedies at law or in equity. G- Exclusive Benefit. This License is exclusively for the benefit of the parties hereto, and it may not give rise to liabilityto a third party. No agreement between Licenso' and anyone else is for the Uenetit of Licensee. D. Entire Agreement. This is the entire agreement between the parties pertaining to the licensing of the Hotel andsupersedes all previous negotiations and agreements between the partieJ pertaining to thelicensing of the Hotel as an avidrM hotel. Nothing in the preceding sentence is iitended,however, to disclaim any representations Licensor made in the franchise disclosure documentprovided No change in this License will be valid unless in writing h parties. require strict performance or to exercise any right or remedyll preclud rict performance or exercising any right or r6medy in the E. Licensor Withholding Gonsent. (i) In any claim for money damages based on anyclaim or assertion y witnneto, delayed ind/or d6nied any consentor approval under any such claim ior damages. Licensee may notclaim any such damages by way of setoff, counterClaim or defense. Licen-see's sole remedy forsuch a claim will be an action or proceeding to enforce the subject License provision(s) forspecific performance or for declaratory judgment. (ii) Licenso/s consent, whenever required, may be withheld if any breach byLicensee exists under this License. Approvals and consentj by Licensor will noi be effectiveunless evidenced by a writing duly executed on br half of Licensor. F. Notices. g and delivered ivery service or to such person Licensor: Attn: Holiday Hospitality Franchising, LLC. Three Ravinia Drive, Suite 100 Atlanta, Georgia 30346 Vice President, Franchise Licensing and Compliance 21 avid2O17 Licensee: Diplomat Group, LLC c/o: Kamlesh patel 3512 San Lucas Lane Denton, TX 76208 c. Authority. or that the sons signing this License do so and t to enter into and perform d warrants Licensee and the entitiesof Licensee have obtained all necessary approvals ce of this License will not violate, create a defaultent or other contract, license, permit, order or subject or to which th t. lf ution of this License, s to all of the documents thatplication and in connection with the licensing of the representations and warranties in this requirements for the submission of information ntation of any material fact in the information orr with the license application and/or the licensingprocess will constitute a material breach of Licensee's obligations under this License. H. General Release and Covenant Not to Sue. Licensee and its respective heirs, representatives, successors and assigns, hereby release,remise and forever discharge Licensor and its parents, subsidiaries and affiliates and theirdirectors, employees, agents, successors and assigns fror "ny "nO all claims, whether known or or in equity, from this License, and hereby covenant against Licensor, ed, however, that waive reliance onany rep Franchise Disclosure Document that it piovided toLicense License sue shall survive the termination of this License. release ssary or appropriate to carry out the terms of this r's request. l. Performance of the Work. Licensee limitation, hereto an agreemen g e System, or any part thereof, at the Hotel e Licensee's failure to perform the Work in :ications (including the progress, milestone, s"8" of this License) shall constitute a m sense. of any of its obligations he System at the Hotel, I to the monthly average hs 3.8.(1), (3) and (4) of 22 avid2017 tel had collected bas m for all hotels in Sta ined by Licensor, of ( hs from the Term the Licensor and Licensee acknowledge and agree that it would be difficult to determine the injurycaused to Licensor by termination of this License. Licensor and Licensee therefore intend andagree.the above liquidated damages calculations to be a reasonable pre-estimate of Licensor'sprobable loss and not as a penalty or in lieu of any other payment. J. Reimbursement of Expenses. Licensee agrees to pay Licensor all expenses, including reasonable attorneys' fees and courtcosts, incurred by Licensor, its parents, subsidiaries, affiliated entities, and their successors andy any defaults of or any rights under this License,limitation any claim, m Orougfrt by Licensee), effect License or collect an icense. K. Business Judgment. Licensor and Licensee recognize and agree, and any mediator or judge is affirmatively advised,that certain provisions of this License describe the right of Licensor to take (or refrain from taking)certain actions in the exercise of its business judgment as to the long-term overall interests of theSystem, and/or upon its determination that th-e change was ad-opted in good faith and isconsistent with the interests of the Syitem. Where such judgment has beenexercised by Licens iator, nor a judge, nor any trier of fact, shill substitute his,her or their judgmen so exercised Uy ticensor. L. Descriptive Headings. The descriptive headings in this License are for convenience only and shall not control or affectthe meaning or construction of any provision in this License. M. Anti-Terrorism, Anti-Bribery and rrade sanctions Gompliance. (1) Licensee represents, warrants and covenants that neither it nor any entity orI having a direct or indirect ownership interest in it, any guarantor of's obligations under this License ("Guaranto/') nor any- oi Licensee's nor any officer, director, employee, member, partner or shireholder of any of the foregoing, has been or is now: (a) directly or indi lled by the government of any nation subjectto trade sanct posed by any of the sanctioning Bodies (asdefined below (b) acting on behalf of any government of any nation subject to the trade sanctions or embargoes imposed by any of the Sanctioning Bodies,(c) identified by any of the Sanctioning Bodies as a Prohibited person: (d) in violation of any applicable law relating to anti-money laundering, anti-terrorism, anti-bribery, trade sanctions or embargoes, including without tiriitation, the UKt Practices Act, the US providing Obstruct Terrorism Act of 2001 (US utive orders related to the foregoing (2) Lice :presents and covenants that Licensee, anyGuarantor and any P9rs9n having a direct or indirect ownership in Licensee:(a) will comply with the Relevant Lawr ; and (b) that all individuals authorized to represent Licensee in carrying out its obligations under this License are eligible under applicable United Statls immigration iaws to 23 avid 2017 travel to the U Licensee's oblig(3) For the purposes corporation, partne unincorporated ass government or any bureau, office, . acting in an agency cap(4) "Prohibitedperson,'m United Kinsdom (lur1, ll:Treasury of the U Nations (,,uN"), (co ted Licensor, or any'of panies, is otherwise prohibited trom transacffibusiness. N' capitar Reserve; Gapitar Reinvestment and Renovation Gycres. (1) Licensor may require Licensee to establish a capital reserve in an amount not in funded monthly in a bank selected by ccount for the purposes hereinbefore ensee acknowledges that the Capital first class facility in accordance withLicensor's d Licensee shall promptly provide "ny n"""=""ry additional funds to meetLicensor's ty and consumei quatityrbquir"r"nir, "" well as Licensee,s renovationobligations ein.(2) Throughout the License Term, regardless of whether Licensor has requiredLicensee to establish a capital Reserve, Licensee must complete significant renovations of theguestrooms, guest room corridors a first class facility, including: (a) such Soft Goods were installed a years after the date such Case d extraordinary maintenance and repair, (4) For purposes of this paragraph 1(a) "Gross Revenue,, means direcfly or indirecfly from the Hot without limitation room sales; fooand internet revenues; rental nd others occu gross receipts isting amounts ption, use, occupancy or simil textile, fabric and vinyl and used ine Hotel, its guest rooms, g ors andyl wall and floor coverings, drapes, sheers, cornice preg_ds,. .lamps,,lamp shades, artwork, task chairs, ffir{,"r: items of the same ctass' its guestrooms, m conido lic armoires,chairs, dboards, tel ures, walldecorat cs and all ed 24 avid2017 14. (d) 'FF & E" means furniture, fixtures, equipment, signage, including exterior signage, as well as other improvements and personal property used in the operation of the Hotel except for those supplies and equipment which are 'OS & E' under the then current version of the Uniform System of Accounts for the Lodging Industry.(5) Licensee shall inform Licensor of the dates of installation of Soft Goods and Case Goods, which dates Licensor shall be entitled to verify.(6) Licensee must submit its renovation plans for the Hotel to Licensor for Licensor's review and approval prior to starting any renovations and Licensee shall not start any renovations until Licensor has approved the scope of the plans and the plans' compliance with the Standards.(7) Licensor shall have the right to require Licensee to make renovations to the Hotel to conform the Hotel's FF & E, d6cor, building trade dress and improvements to then current Standards and avidrM hotels brand design criteria. SPECIAL STIPULATIONS: A. Site Gontrol. Licensee expressly understands and agrees that control of the Location by Licensee is a requirement of this License. Unless Licensee delivers, and Licensor receives, a copy of the recorded deed or other documentary evidence satisfactory to Licensor that Licensee has fee simple title to the Location or an executed lease of the Location for the License Term within ninety (90) days from the Term Commencement Date, Licensor shall have the right to terminate the License bywritten notice to Licensee and seek damages under Paragraph12 of this License. Such right shall expire upon Licensor's receipt and acceptance of a copy of the fully executed lease or recorded deed showing such leasehold interest or fee simple title. B. General Manager Requirement. Licensee shall cause the Hotel to be managed at all times by a general manager who has at least two years' experience as a general manager at either (i) a hotel operated under any of Licenso/s other brands or (ii) a hotel in a similar brand segment as the Hotel, as defined by Smith Travel Research. Inc. [Signature Page Follows] 25 avid2017 lN WITNESS WHEREOF, the parties have executed this License, as of the date first stated above. Licensee: DIPLOMAT GROUP, LLC Witness: Licensor: HOLIDAY HOSPITALITY FRANCHISING, LLC By: Six Continents Hotels, Inc., its sole managing member 26 avid2017 ATTACHMENT'A'' Facilities and Services (paragraph 1): Site-Area and general description: 4 Story, lnterior Corridor Fee owners (names and addresses): Diplomat Group, LLC 3512 San Lucas Lane Denton, TX 76208 Number of approved guest rooms (including suites): 95 Number of approved suites: Restaurants and lounges: N/A Gift shop: N/A Other concessions and shops: N/A Parking facilities: Swimming pool: Other facilities and services: Ownership of Licensee (paragraph 10): DIPLOMAT GROUP, LLC Kamlesh Patel, member Alkesh Patel, member Prakash Amin, member Umesh Patel, member 95 +/- surface spaces N/A Fitness Center 25o/o 25% 25o/o 25Yo 100% 27 avid2017 ATTACHMENT 'IBD THE WORK A. BEFORE CONSTRUCTION BEGINS. Before starting construction of the Hotel, Licensee must (at Licensee,s sole expense): 1. Submit to Licensor evidence of insurance as required under this License. 2' Submit to Licensor evidence that Licensee is entitled to possession of the premises on whichthe Hotel will be located, which documents shall be subject to Licensoris "ipiov"r.3' Obtain any and all approvals, permits or licenses required for construction to begin. 4. Submit for Licensor's review to Lichundred and ten (210) days b AprilBreak" means the completion roughcompletion of the finished ground floo n or sLicensor may agree with Licensee 5' Submit , Final Plans to Licensor at least one hundred andtwenty o later than July 1,2018) "no olfor" final submittalto Lice such other dite-as Licensor may agree withLicens ns final versions of the Construction plans andassociated ptumbing, such detail Plans as s the construction standards set forth in t Licensor's review and approval of the p 6. Submit to Licensor a pre-construction dis with professional experience applying ('ADA") and the ADA StandaiOs, in Such certification must confirm the quali designed, comply with Tifle lll of the ordinances or requirements. 7' Submit Preliminary Plans and Final Plans to Licensor in Adobe Acrobat pDF format, perelectronic subm iftal guidelines. B. CONSTRUCTION. 1. Construction shall not begin unles Licensor has received the properly change shall be made to the Fin Notwithstanding the foregoing, after the actual construction any change in the prompfly, and in no event later than te should have been aware of any such change. 2. Licensee must complete Ground Break of the Hotel by Novembe r 1,201g. 28 avid2017 3. Licensee must submit for Licensor's re occurs, Licensee shall notify Licensor and change, for Licensor's review and approval. 4' Licensee shall submit the FF & E specs to Licensor, per the etectronic submittal guidelines. 5' Licensee must notify Licensor if it elects to use any Licensor-pre-approved product, design,or FF&E package. 6' Licensee must submit shop drawings, color boards and specifications to Licensor for itsreview and approval before purchasi-ng and installins ;"y F'F & E specs, including withoutlimitation, any signage. 7' once the construction has commenced, it shall continue without interruption (except forinterruption by reason of events constituting f"r"" r"j;r") ,nfit construcii"ii. .olipr"t"o. 8. Notwithstandiconstruction :ll otherwise be for bNovember 1, date 9' Licensee shall cause the Hotel to be constructed according to the Final plans and the FF&Especs approved. by Licensor, and Licensor shail o"i"irin" at its election whetherconstruction has been completed in accordance with the pinat ptans and the FiCi sp""r. proposed number of rooms for the Hotel. months and up to twelve (12) months must berrent standard minimum Application Fee for the enston requests is not automatic. that may be incurred by Licensor beyond 12 months may require the in ionearned by Licensor and Licensor may, at its extension fee. OPENING OF THE HOTEL. 1. The Hotel shail not be opened for business under the system unress and untir: (a) Licensor has approved and accepted, in advance, in writing: (i) the construction of the Hotel in accordance with the Final plans and theFF & E Specs and Licensor's requirements; c. 29 avid2017 2 3. (ii) the installation of all items of equipment, furniture, signs, computerterminals and related supplies and other items;(iii) the staffing an_d training of such staff necessary to operate the Hotel inaccordance with Licensor's requirements; (b) no accounts of Licensee are past due to Licensor, its parents, subsidiaries oraffiliated companies; (c) Licensee is in full compliance with all of the terms of this License; (d) Licensee has submitted to Licensor all certificates of insurance (and copies ofinsurance policies if requested by Licensor) as required under the License; (e) Licensee has obtained all necessary governmental approvals, licenses andpermits to possess, occupyand operate allireas of the Hotel,'according to t_icensofsrequirements, including specifically without limitation, a permanent certificate ofoccupancy; and a post-construction disability compliance tect with professional experience applying andards, in the form of Attachmenl irg,, - confirm the qualifications of the architect, thearchitect has inspected the as-built conditions of the Hotel and building site and Gi tn"Hotel and building site have been built in compliance with Tifle lil of Ihe ADA anJ anyother applicabre accessibirity raws, ordinances or requirements. Notwithstanding anything else herein to the authorize Licensee to open and operate the has not fully complied with the terms of thisall remaining terms of this License on or De condition to allowing opening of the Hotel wh completed. Licensee acknowledges and agrees t Plans, FF & E Specs or other material and approval pursuant to this Licens determination of compliance with the applicable law and for the in this License, and no r Licensee's Plans shall be ri o n " "s, based on any alleged deficiency in the s. 30 avid 2017 ATTACHMENT "C'' InterContinental Hotels GrouD ACCESSIBILITY CERTIFIGATION Holidex Code: Location #: Hotel Name (as it appears in the IHG Website): HotelAddress: Licensee: This certification is intended to comply with the accessibility standards and/or the Travelers with Disabilities Section of the relevant brand standards as well as the InterContinental Hotels Group Design & Construction standards, all of which require compliance with Title lll of the Americans with Disabilities Act (ADA), including the 1991 and/or 2010 ADA Standards for Accessible Design (ADA Standards), and all other applicable accessibility requirements. These standards require as follows: For newlv constructed hotels: (1) a pre-construction certification of the final plans for the building and building site submitted prior to the commencement of construction by an architect with professional experience applying the requirements of the ADA and the ADA Standards; and (2) a post-construction certification submifted after an inspection of as-built conditions signed by Licensee. ia post-renovation certification submitted after an inspection of as-built conditions signed by Licensee. For voluntary renovations: a post-renovation certification submifted after an inspection of as-built conditions signed by Licensee. Please select the option for which this Certification is submitted: Newly Constructed Hotel (Must submit Certification Options A & B below) Renovation Required for Relicensing, Conversion, Brand Change or Change of Ownership (Must submit Certification Option B below) Voluntary Renovation (Must submit Certification Option B below) b. tr tr 31 avid2017 CERTIFICATION Please select the Option(s) for which Licensee is submitting this Certification. E Option A: Newly Constructed Hotel - Pre-construction Gertification an architect with professional experience applying the 1!s;-and (2) the final ptans for consiruction of ti.rls'OuiOinjll of the ADA and any.other applicable accessibility laws-,er knowledge, information, and belief. By receiving or ac afion, tHG is not confirming that Licensee and/or Licensee,s propefty are in compliance with allapplicable federal' cessibitity requireients. Fer the retevant ticense agreement, Licensee is sotety responsibte fort?:!:"ri;i:#:iratt appticabte accessibititv reqiirements, inctuiislii-iiii-"ia 6e 1ss1';i.;ro;b-;DA standards ror Name of Architect: Name of Firm: Signature: Title:Date: tr Option B: Licensee Post-Construction or Post-Renovation Gertification The undersigned Licensee, to the best of his/her knowledge, information, and belief, certifies that thisbuilding and building site have been built, renovated or alter6d in compliance with Tile lll of the ADA andany other applicable accessibility laws, ordinalcgs or r"qrir"r"rts, including, nut not limited to, anyaccessibility laws or requirements I garding the following ' The appropriate number and distribution of accessibre guest rooms. Features in accessible guest roomso Parking and exterior accessible routes. Public entrances and interior accessible routes. Service counters. Public and common restrooms. Meeting rooms. Food and beverage establishments. Swimming pools, spas, and fitness centers Name of Licensee principal Correspondent: Signature: Date: 32 avid2017 GUARANTY and the application submitted by Licensee to obtain the License a guarantee that all ofLicensee's obligations under the License, including "ny "r"nO, -*hen"u"r made (allhereafter collectively referred to as the "License"), will 5e punctuaity pa med. Upon default by the Licensee and notice from Licensor, the undersigned will immediately make eachpayment and perform. each obligation required of Licensee under the License. Without affecting theobligations of the undersigned under this Guaranty, Licensor may, without notice to the undersigned,extend, modify or release any indebtedness or obligition of Licensee, or any of the guarantor(s), or set1e,adjust or compromise -any claims against Licensee or any of the guarantor(s). The undersigned waivenotice of amendment of the License and notice of demand ior payment or perfoimance by Licensee. Upon the death of an individual guarantor, the estate of such guarantor will be bound by this Guaranty butonly for defaults and obligations hereunder existing at the tirie otdeath, and the oOrig"iionr of the otherguarantors will continue in full force and effect. The Guaranty constitutes a guaranty of payment and performance and not of collection, and each of theguarantors specifically waives any obligation of Licensor to proceed against Licensee'or any money orproperty held by Licensee o1 !v anv other person or entity as coltateial ;"r;t, t way or set off orothenarise' The undersigned further agree that this Guaianty shall continue to be effective or bereinstated, as the case may be, if at any time payment of any o? the guar"nteed obligations is rescindedor must otherwise be restored or returned by.Licensor upon the insoliency, uantruptiy or reorganizationof Licensee or any of the undersigned, all asthough such payment frao not been made. of the Term Commencement Date of the License, which isIt shall be deemed made and entered into in the State of +h^..,-:'-:-.':':::.--'_.,.--ryrwtT|atGroup,LLC,(.,Licensee,,),forll"^::,*:j?:"lj::,*l LT::NlDipromat p,,.u?,. F!t;e;;;;;tn, i[zioo'o,,rti""],*"i',i".i :,11::p,^"1,f:::,'::*:l:::1_t-"_T ll? ;suaranto(sl;1, iointrv;"d;";;,;iv, 'r**iv'"-"fJ"i[,J;;,i; warrant to Licensor and its successors and aisigns tnit'aii br r-i6"n.""t i"pr"3l"i"tirl i;-th" ffi;J: Georgia, and the agree that this Guaranty and the obligations provided for hereunder shallbe governed and construed in all respects by the internal laws and dLcisions (except any conflicts of lawprovisions) of the State of Georgia, including all mafters of construction, validity, enforceability andperformance. Io.!1" extent permitted by law, the undersigned (i) limiting Licensor's rights to commence an iction'in tage prepaid, directed to the last known address of thereof. pleted within ten (10) days after the date of mailing The undersigned agree to fees and courtcosts, incurred by Licenso ?nd assigns, toremedy any defaults of or e Guaranty or the License, or rmination of this Thisilo asvalid t-? 33 avid2017 Site Photographs 1 Andreea D. Udrea From:Randy Hay <> Sent:Monday, April 02, 2018 2:01 PM To:Andreea D. Udrea Attachments:P&Z Case No. 18-SU-05.pdf Follow Up Flag:Flag for follow up Flag Status:Completed Categories:Blue category Andreea: Diplomat‐Delegate Partners, Ltd. owns the office/showroom warehouse located at 13995 Diplomat Drive,  Farmers Branch. Attached is our comments regards the request from Triangle Engineering for a Specific Use Permit  allowing the construction of a hotel at Diplomat and Delegate. I will be unable to attend this hearing. As an owner of an  Class A facility in Valwood, I and my partners are opposed to granting the SUP. This use is not compatible with other  properties and tenants in Valwood Park and would not comply with the original deed restrictions. Hotel use could  negatively impact the value of Valwood properties, especially our property, as we are located at the Southwest corner  of Diplomat and Delegate. We respectfully request the Planning and Zoning Commission to DENY this request.    Please feel free to contact me with any questions.     Randy Hay Hay & Jones Inc. Dallas, TX 972-620-8850 972-620-8868 fax     1 Andreea D. Udrea From:Bill Gildin <> Sent:Friday, August 10, 2018 1:27 PM To:Andreea D. Udrea Subject:OPPOSITION TO PD-22 AMANENDMENT Follow Up Flag:Flag for follow up Flag Status:Completed Categories:Red category To Whom it May Concern‐ this email confirms our prior position opposing the a hotel use at 193998 Diplomat Drive.  We vehemently oppose this.    Thank you.            Bill Gildin  President  SATCO Products Inc.  110 Heartland Blvd.  Brentwood, N.Y. 11717  631‐243‐2022 ext.335  800‐257‐2826  FAX: 631‐243‐2027  email:  www.satco.com      1 Andreea D. Udrea From:Bruce Birdsong <> Sent:Saturday, April 21, 2018 12:13 PM To:Andreea D. Udrea Cc:bruce@precisiondallas.com Subject:RE: written protest for the zoning amendment for the hotel at 13998 Diplomat Drive _ Farmers Branch Follow Up Flag:Flag for follow up Flag Status:Completed I am the owner of 2222 Partners LTD and Precision Landscape Mgmt. is the lease holder of the same property.    Bruce Birdsong    From: Andreea D. Udrea <andreea.udrea@farmersbranchtx.gov>   Sent: Friday, April 20, 2018 3:34 PM  To: Bruce Birdsong <>  Cc: bruce@precisiondallas.com  Subject: written protest for the zoning amendment for the hotel at 13998 Diplomat Drive _ Farmers Branch    Dear Bruce,    Thank you for taking the time to discuss with me over the phone. As I was explaining, we will need a signed letter from  you (it can be in a form of e‐mail reply) that will specify your relationship with the 2222 Partners LTD PS and your title. I  found your other e‐mail address and copied that, in case I misspelled your personal e‐mail address. You can find more  information regarding the written protest process in our Comprehensive Zoning Ordinance here:  http://farmersbranchtx.gov/DocumentCenter/View/4717     Thank you so much,  Andreea        Andreea Udrea, PhD, AICP  Planning Manager    City of Farmers Branch  13000 William Dodson Pkwy.  Farmers Branch, TX  75234    972.919.2546  andreea.udrea@farmersbranchtx.gov    ATTENTION ELECTED or APPOINTED OFFICIALS: Please “Reply” only to the sender. A "Reply to All" to this e‐mail could  lead to violations of the Texas Open Meetings Act.     August 27, 2018Planning and Zoning Commission Meeting Minutes Chairman Moore opened discussion on Study Session Item A.1 Discuss Regular Agenda Items. Chairman Moore asked for any questions or comments regarding Regular Agenda Item B.1. Hearing none, Chairman Moore asked for any questions or comments regarding Regular Agenda Item B.2. Hearing none, Chairman Moore asked for any questions or comments regarding Public Hearing Item C.1. Ms. Andreea Udrea, Planning Manager, stated that staff has had this case since February 2018. Ms. Udrea stated this case was originally scheduled to be heard before the Planning and Zoning Commission at the Commission’s April 9, 2018 meeting. Commissioner Yarbrough asked if the applicant’s request for postponement was due to staff comments. Ms. Udrea said this case had been postponed several times. Ms. Udrea said this case was postponed the first time due to a staff error regarding public notification. Ms. Udrea said, due to the considerable number of letters and phone calls in opposition to the applicant’s request, this case was postponed a second time so that: the applicant had sufficient time to revise their market study; and to allow time for the applicant to reach out to surrounding property owners and address their concerns. Commissioner Bertl asked for clarification regarding the revisions to the applicant’s market study requested by staff. Ms. Udrea said staff required more clarification on the study, which resulted in the document included in the agenda packet. Ms. Udrea said that staff asked the applicant to include an analysis of other hotels within the study as well as statements supporting why the subject property was an ideal location. Ms. Udrea said staff’s comments regarding the market study were minimal. As a point of clarification, Ms. Udrea stated that this Zoning Amendment request and associated Specific Use Permit (SUP) request was for the subject property only, and not for Planned Development District No. 22 (PD-22) in its entirety. Commissioner Yarbrough commented that due to discussion occurring at the August 13, 2018 Study Session of the Planning and Zoning Commission, there has not been sufficient time to take into consideration the Interstate Highway 35 (IH-35) corridor study being considered by the City. Commissioner Yarbrough then asked if City Council had made a decision as to whether to fund this study. Ms. Tina Firgens, Director of Planning, stated that all indications pointed to City Council being in favor of funding the study, noting that discussion regarding this study at City Council’s recent budget retreat was received favorably. Ms. Firgens said that the initial boundaries for the market study did not include the subject property of this Zoning Amendment request, noting that the Burlington Northern rail line was used as the western boundary of the corridor. Ms. Firgens said the subject property does not have frontage along IH-35. Ms. Firgens said that when the corridor vision study commences, staff could revisit the boundaries of the corridor study area. Ms. Firgens said the focus of the study is concentrated more along the frontage of IH-35, noting that the Burlington Northern rail line is a natural boundary for the corridor. Ms. Firgens said that Bee Street was used as the eastern boundary, noting the residential homes having frontage along this street and the desire of the City to refine land uses within this area. Ms. Firgens noted that the boundaries were identified during the market study. Page 2City of Farmers Branch August 27, 2018Planning and Zoning Commission Meeting Minutes Vice Chairman De Los Santos asked in what terms the land surrounding the subject property would lose value should the hotel be approved. Vice Chairman De Los Santos commented that concerns had been raised by surrounding property owners regarding development that is not contiguous with the current land uses in the area. Vice Chairman De Los Santos also commented on the expiration of the deed restrictions associated with the subject property. Mr. John Land, Deputy City Manager, said that concerns regarding property values come up time and again from property owners. Mr. Land said he was not sure if property values in the market would be depressed should the hotel use be approved. Mr. Land said that approval of this use could cause surrounding tenants to move out of the surrounding buildings, which would depreciate land value due to vacant buildings. Mr. Land noted that the Valwood Improvement District was leased at a very high level and featured some of the City’s largest employers. Vice Chairman De Los Santos expressed concerns regarding introducing noncontiguous land uses in areas featuring a Light Industrial base zoning. Ms. Firgens stated that the deed restrictions imposed by the Valwood Improvement Authority were separate from the zoning. Ms. Firgens stated that the City does not typically enforce deed restrictions as they are private covenants amongst property owners. Ms. Firgens said that the deed restrictions were likely established when the Valwood Business Park was first developed, noting that she was not sure if these restrictions pre-dated the zoning. Ms. Firgens noted that several of the letters of opposition referred to the expiration of the deed restrictions, stating that these restrictions are allowed to expire if they were not set up for automatic renewal by the property owners association. Ms. Firgens said for staff’s purposes, this Zoning Amendment request is being evaluated from a land use perspective. Ms. Firgens said it was up to the Commission and City Council to decide whether this use was appropriate for the subject property from this perspective. Ms. Udrea added that while PD-22 allowed a variety of retail type uses, hotels required approval of an SUP, where as retail uses are typically allowed by right within LI zoning. Vice Chairman De Los Santos commented that he believed the subject property was not ideal for a hotel. Vice Chairman De Los Santos commented that he was unsure about whether to approve noncontiguous development in areas featuring a base zoning. Mr. Land said that this a great part of this process, noting the Commission’s importance in evaluating these cases. Commissioner Yarbrough asked for clarification regarding hotel uses within the LI zoning district. Ms. Udrea said hotels are typically permitted subject to approval of an SUP. Commissioner Yarbrough asked when PD-22 was first established. Ms. Udrea said it was 1977. Commissioner Yarbrough asked why hotels were excluded in PD-22. Ms. Udrea said that when PD-22 was originally established, it covered most of the western side of the City. Ms. Udrea said PD-22 had been amended several times and that Ordinance No. 2512, approved by City Council in 1999, governs the subject property. Ms. Udrea said she could not find any supporting documentation for this ordinance which discussed establishing land uses. Commissioner Bertl asked why the applicant chose the subject property. Ms. Firgens suggested Commissioner Bertl ask the applicant this question. Chairman Moore asked if the market study team would be present during the Regular Meeting. Ms. Udrea stated staff requested to the applicant that the market study researcher be present. Page 3City of Farmers Branch August 27, 2018Planning and Zoning Commission Meeting Minutes Chairman Moore noted that out of the seven (7) property owners notified, five (5) wrote letters of opposition. Chairman Moore said outside of the public notification area, staff received four (4) additional letters of opposition. Chairman Moore commented that he would encourage the Commissioners to study the pages in the market study regarding tax implications and related items. Commissioner Bertl asked which page this information was on. Chairman Moore said it was on page 77, noting that the tax implication was just for the property and was valued at $150,000, based on the value of the property and improvements. Commissioner Retana commented that the market study included a forecast regarding supply and demand for comparable hotels, but not hotels in general. Commissioner Moore said yes. Mr. Land stated that the taxes per year discussed on page 77 of the market study were a combination of all taxing entities within the City, noting that the City would receive $32,612 of this revenue. Ms. Firgens stated that if any Commissioners found themselves voting in opposition to this Zoning Amendment request during the Regular Meeting, staff is requesting that the Commissioners state their reasons for concern, in order to have these concerns on the record for both the applicant and City Council. Ms. Firgens stated that staff is requesting the same for Commissioners inclined to vote in favor of this request. Hearing no further questions or comments regarding item C.1, Chairman Moore asked for any questions or comments regarding Public Hearing Item C.2. Chairman Moore informed the Commission that staff would present both items C.2 and C.3 together as they are contingent upon one another. Regarding item C.2, Commissioner Bertl asked for clarification regarding the location of the subject property, commenting that she believed this property to be the site of the former Mitsubishi dealership. Ms. Udrea identified the location on the aerial map, identifying the property as a vacant property. Chairman Moore informed the Commission that, per the City’s Building Code, 75 percent masonry is required for all facades on all buildings. Chairman Moore stated that with this Zoning Amendment, the applicant is requesting a reduction for the required percentage of masonry to 65 percent. Chairman Moore brought special attention to the page in the proposed PD-95 ordinance defining the building materials. Chairman Moore commented that he hoped Vice Chairman De Los Santos would ask the applicant about their proposed building materials. Ms. Firgens stated that while both items C.2 and C.3 would be presented together during the Regular Meeting, Chairman Moore would call for separate motions for each of these agenda items. Hearing no further questions or comments from the Commissioners on either items C.2 or C.3, Chairman Moore closed discussion on this agenda item. A.2 TMP-2892 Receive an update regarding the Planning and Zoning Commission quarterly update presentation to City Council on August 21, 2018. Chairman Moore opened discussion on Study Session Item A.2 Receive an update Page 4City of Farmers Branch August 27, 2018Planning and Zoning Commission Meeting Minutes PUBLIC HEARINGC. C.1 018 - ZA - 03 Conduct a public hearing and consider a request for a zoning amendment to Planned Development District No. 22 (PD-22) to allow hotel uses subject to approval of a Specific Use Permit, and a request for a Specific Use Permit with an associated Detailed Site Plan for a hotel located on an approximately 1.82-acre property being the southern portion of the property located at 13998 Diplomat Drive; and take appropriate action. The City has received a request from Triangle Engineering, the applicant, to amend the Planned Development District No. 22 (PD-22) to allow hotel uses subject to approval of a Specific Use Permit for a 1.82-acre property located at 13998 Diplomat Drive, including a request for a Specific Use Permit and an associated Detailed Site Plan for a hotel. The subject property represents the southern portion of an overall larger parent tract which is 3.36 acres. The subject property is located within the Valwood Industrial Park, west of I-35 / Stemmons Freeway at the northeast corner of Diplomat Drive and Delegate Drive. The subject property is located within Planned Development District No. 22 (PD-22) which currently does not allow hotel uses, hence the reason for this request to amend the zoning district. Staff recommends approval of this Zoning Amendment as presented. Ms. Andreea Udrea, Planning Manager, gave a brief presentation regarding the applicant’s proposal. Chairman Moore asked for any questions for staff. Hearing none, Chairman Moore asked the applicant to approach the podium. Mr. Kevin Patel, the applicant, 1503 Astoria Drive, Allen, Texas, gave a brief presentation on the proposed zoning amendment and associated Specific Use Permit request. Chairman Moore asked for any questions for the applicant. Commissioner Bertl asked Mr. Patel if the company owned and operated the hotels. Mr. Patel said yes. Mr. Patel stated that the developer used to own a hotel in Carrolton, Texas that he later sold. Mr. Patel said the developer is a building a portfolio of hotel projects with well-known brands such as Marriott and Hilton. Commissioner Bertl asked about the retail portion of this proposed development. Mr. Patel said it would be a retail center featuring a restaurant, noting that a similar development in Fort Worth, Texas featured a Denny’s restaurant. Commissioner Retana asked, regarding the market study, if occupancy rates of hotels near the subject property were studied. Commissioner Retana noted that while the market study included occupancy rates for other hotels within the City, none of these were within close proximity of the subject property. Mr. Patel said this proposed hotel would be in competition with the Holiday Inn Express hotel currently being developed at the intersection of Interstate 635 (I-635) and Luna Road. Mr. Patel said the market study team considered the La Quinta hotel located on Walnut Hill Road in Dallas, Texas to be the closest to a comparable hotel for this proposed development. Mr. Patel said there was a lack of hotel developments between State Highway 121 and the IH-35 Page 13City of Farmers Branch August 27, 2018Planning and Zoning Commission Meeting Minutes corridor, and that this proposed development would help rectify this. Mr. Patel said in studying occupancy rates of hotels, it was his understanding that the market team studied only those hotel brands comparable to this proposed development. Mr. Patel said there was a high demand for hotels along the IH-35 corridor and that he believed there to be a lack of such developments along the corridor. Commissioner Yarbrough asked, regarding the market study, if the hotels being studied were those of a similar traffic pattern, referencing the STR report on page 55 of the market study. Mr. Patel said yes, and said it was his understanding that the market study team studied hotels both within and in close proximity to the City. Commissioner Yarbrough commented that he would not consider any of the hotels listed in this report as being part of the IH-35 traffic pattern. Commissioner Yarbrough then asked why the hotels in development near I-635 and Luna Road were not included in this analysis, noting that some of the listed hotels were in the Las Colinas, Texas area. Mr. Patel said there were not enough hotels along the IH-35 corridor that were comparable to this proposed development, noting that the market study team believed the closest comparison was the La Quinta Inn and Suites hotel located on Walnut Hill Road near the IH-35 corridor. Mr. Patel said that given that the hotels currently being developed near I-635 and Luna Road were not yet open, there was insufficient data precluding these from being included in the report. Commissioner Bertl asked Mr. Patel about visibility of the hotel and how he planned to attract customers to the location. Mr. Patel said that the parent company has a loyalty program and that the program assists with placing travelers at the hotel. Mr. Patel added that signage and the online reservation system would also help. Commissioner Bertl asked about the number of people in the loyalty program. Mr. Patel said it was over 100 million. Commissioner Bertl asked about other locations of similar hotels. Mr. Patel said he was not sure of the exact number, but added there were many. Vice Chairman De Los Santos asked if the cost per room per night would be between $100 and $150. Mr. Patel said yes. Vice Chairman De Los Santos asked Mr. Patel how he planned to attract customers to the hotel and the types of customers he anticipated. Vice Chairman De Los Santos noted that the subject property is surrounded by predominantly industrial land uses. Mr. Patel said that the typical clientele would be those individuals seeking a one (1) to two (2) night stay for a business trip, noting that the hotel would not feature very many amenities. Vice Chairman De Los Santos expressed concerns over the location of the subject property for the hotel use, noting a lack of restaurants within proximity of the subject property. Vice Chairman De Los Santos then asked about retail within proximity of the subject property, and the hotel’s amenities. Mr. Patel noted the lack of retail and restaurants within proximity of the subject property. Mr. Patel said this could provide an opportunity to provide a sit-down restaurant as part of the retail component of this development, but stated that he was not sure about what all the retail component would include. Mr. Patel said the hotel would offer amenities such as breakfast and a fitness center, but not a swimming pool. Mr. Patel stated that the hotel was meant to cater to the business travel type of clientele. Commissioner Retana said, regarding comparable hotels, that the Holiday Inn hotel Page 14City of Farmers Branch August 27, 2018Planning and Zoning Commission Meeting Minutes being developed near Luna Road charged $130 per room per night and was approximately four (4) miles away from the subject property. Commissioner Retana commented that to the other side of this hotel was a Wyndham hotel that charged approximately $120 per room per night. Commissioner Retana commented that these hotels could have been included in the market study, given that both were within a similar price range to this proposed development. Mr. Patel said that the Holiday Inn was not open yet. Mr. Patel said that this proposed hotel would be more comparable to a La Quinta or Sheraton hotel. Mr. John Land, Deputy City Manager, presented data regarding existing hotels within the City. Mr. Land said the Omni hotel is the City’s flagship hotel, with an average daily rate of $149. Mr. Land said along the IH-35 corridor: The Motel 6 motel charged a daily rate of $44.88; The Econo Lodge hotel charged a daily rate of $41.11; and the Sheraton hotel near the Galleria charged a daily rate of $92.08. Mr. Land said he did not believe a $150 daily rate for a hotel in the IH-35 corridor with a lack of restaurants was realistic. Hearing no further questions or comments from the Commissioners, Chairman Moore opened the public hearing. Ms. Sheri Tillman, representing TDI Industries, 13850 Diplomat Drive, Farmers Branch, Texas, said that the company has had its headquarters at this location since the 1980s. Ms. Tillman said that the company preferred this location because of the surrounding industrial uses. Ms. Tillman stated that TDI Industries was opposed to the applicant's proposal because it is inconsistent with the original intent of zoning with Planned Development District No. 22 (PD-22). Ms. Tillman also expressed concerns regarding property values and traffic congestion. Ms. Tillman requested that the Commission take the company’s reasons for opposing the applicant’s request into consideration in making their decision. Ms. Tillman stated that if the request is approved, their company will have to take into consideration whether it stays within the area. Mr. Dan Cook, representing Cushman and Wakefield, 2021 McKinney Avenue, Dallas, Texas, said he represented the Gildin family, who owned the building at 2000 Valwood Parkway. Mr. Cook said the Gildin family owned SATCO Products of Texas and that he represented them more than ten (10) years ago in the purchase of this building for this business. Mr. Cook said he was present on behalf of the Gildin family to oppose the applicant’s request. Mr. Cook said that when the family first purchased the building, they were relying upon the current zoning and surrounding land uses. Mr. Cook expressed concerns regarding the potential for the hotel’s quality to downgrade over time when it potenatially becomes a second generation hotel, and how that impacts the area should they decide to sell the property at a later time. Mr. Cook stated that it was the desire of the Gildin family not to have a hotel use on this subject property, and that the surrounding properties maintain their integrity. Mr. Nick Nicholas, 13988 Diplomat Drive, Farmers Branch, Texas, stated that for the past 20 years, he has had a significant investment in the Valwood Industrial Park. Mr. Nicholas said he believed a hotel use on the subject property was not an ideal use within the business park, noting that hotel uses were originally prohibited per the previous deed restrictions associated with the business park. Mr. Nicholas expressed concerns regarding traffic, and said he believed truck traffic would be increased. Mr. Nicholas said there exist current issues within the industrial park regarding truck parking. Mr. Nicholas said that his property is to the south and immediately adjacent to the subject property, and that large, eighteen (18) wheel trucks regularly parked on Page 15City of Farmers Branch August 27, 2018Planning and Zoning Commission Meeting Minutes his property. Mr. Nicholas said he would like the Commission to consider maintaining the integrity of the industrial park. Mr. Weldon Davis, 8150 North Central Expressway, Dallas, Texas, said that the subject property was not an ideal location for a hotel use, nor was the adjacent property an ideal location for a retail use. Mr. Davis said that issues of visibility of the site, accessibility to the site, and traffic count would hinder the proposed development. Mr. Davis stated that he owned commercial property within the Valwood Industrial Park since 1998. Mr. Davis said in 1974, the cities of Farmers Branch and Carrollton, Texas joint ventured with private enterprise funds to buy the land that would become the industrial park, which had previously been a flood plain. Mr. Davis said in 1977, development of the industrial park began, noting that none of the deed restrictions allowed residential uses of any type. Mr. Davis said the reasoning behind this was that the land was intended to be developed as a mixed-use industrial park, noting that the Valwood Industrial Park was the third (3rd) largest controlled business park in the metroplex. Mr. Davis said the park featured 26 million square feet of developed space. Mr. Davis stated that the companies represented in the nine (9) letters of opposition received by staff represented a combined total of $100 million in tax revenue. Mr. Davis said he was the president of the property owners association for the park from 2000 through 2008, and said that he has since worked to help maintain the integrity of the park. Mr. Davis shared Mr. Cook’s concerns regarding the potential for the quality of the hotel to be downgraded, should the applicant decide to sell the property. Mr. Davis reiterated that the hotel and retail uses were not ideal for the subject property. No one else came forward to speak to this agenda item. Chairman Moore closed the public hearing and thanked those who spoke to this item, noting that the public hearing is an important part of the process. Chairman Moore said that the Commissioners have many questions regarding the market study. Chairman Moore said that it was pointed out by several Commissioners that the market study did not include existing hotels within the City. Chairman Moore commented that Mr. Land presented a list of several existing hotels in Farmers Branch accompanied by daily rates for each. Chairman Moore recommended that the applicant request the market study team to do an addendum to the study that included these hotels in the analysis. Chairman Moore also asked that, due to the market study team being unable to attend the Regular Meeting due to travel issues and per the applicant's request, that a motion be made to continue the public hearing for this agenda item until the September 24, 2018 meeting of the Planning and Zoning Commission. No motion was made. Ms. Firgens stated that Chairman Moore had the option of calling for an alternate motion. Chairman Moore opened the floor for additional discussion on this agenda item. Vice Chairman De Los Santos commented that the location of the subject property was not ideal for the applicant’s proposal. Vice Chairman De Los Santos expressed concerns regarding: the location of the hotel and that he would not feel safe walking to and from the hotel given the lack of amenities within the area; the hotel becoming an undesirable use within the industrial park in the future; and that the hotel use would open the door for potential sexually oriented uses. Chairman Moore asked for another motion. Page 16City of Farmers Branch August 27, 2018Planning and Zoning Commission Meeting Minutes A motion was made by Commissioner Yarbrough, seconded by Vice Chairman De Los Santos, that this Zoning Amendment be recommended for denial. The motion carried unanimously. Excused:Commissioner Sullivan and Commissioner Zavala2 - Aye:Chairman Moore, Vice Chairman De Los Santos, Commissioner Bertl, Commissioner Driskill, Commissioner Retana and Commissioner Yarbrough 6 - Ms. Firgens said this case would go before City Council on September 11, 2018 and then corrected herself that the correct date was September 25, 2018. Chairman Moore stated that this information was available on the City of Farmers Branch website. Agenda items C.2 and C.3 were presented together for consideration. C.2 18 - ZA - 10 C.3 18 - SP - 17 Conduct a public hearing and consider the request to amend Planned Development District No. 95 (PD-95) including but not limited to landscaping, building materials and signage requirements for the 9.6-acre property located on the west side of Dallas North Tollway and approximately 360 feet south of Spring Valley Road; and take appropriate action. The City of Farmers Branch has received a request from JPI Real Estate Acquisition, LLC, to amend Planned Development District No. 95 (PD-95) as it relates to landscaping, building materials and signage requirements. The applicant believes that due to unique characteristics of the site, strict compliance with the standards set forth in PD-95 is not feasible; therefore the applicant is requesting the abovementioned zoning amendments. PD-95 consists of 9.6 acres, and is located on the west side of Dallas North Tollway and approximately 360 feet south of Spring Valley Road. Staff recommends approval of this Zoning Amendment as presented. Consider a Detailed Site Plan for a mixed-use development on a 5-acre property located at 14175 Dallas North Tollway; and take appropriate action. The applicant JPI Real Estate Acquisition, LLC, is proposing to develop phase one (1) of the mixed-use development, generally known as Jefferson East Branch. The proposed Detailed Site Plan includes a 626,344 square feet of mixed-use development consisting of 390 multi-family units and 2,350 square feet of future retail. The property is located within Planned Development District No. 95 (PD-95). The Detailed Site Plan is contingent upon approval of the proposed PD-95 amendment. Staff recommends approval of this Detailed Site Plan as presented. Page 17City of Farmers Branch City Council Sept. 25, 2018 –Agenda Item I.1 (DRAFT) PD-22 amendment Specific Use Permit & associated Detailed Site Plan OVERALL SITE PLAN for informational purpose only DETAILED SITE PLAN for a HOTEL phase 1 DETAILED SITE PLAN for a HOTEL phase 1 Proposed Building Elevations Proposed Building Elevations 3 3 4 monument sign wall signs Proposed Signs WEST SIDE PLAN 2003 Notification Map Information MEMORANDUM TO:Mayor and City Council FROM:Charles S. Cox City Manager DATE:September 17, 2018 SUBJECT:Ordinance 3529–Zoning amendment to Planned Development District No. 22 (PD-22) to allow hotel uses subject to approval ofa Specific Use Permit, and a request for a Specific Use Permit with an associated Detailed Site Plan for a hotel located at 13998 Diplomat Drive On September 17, 2018, staff received a letter from the applicant requesting to continue consideration of this request to the City Council’s meeting date on November 27, 2018, in order to allow the applicant additional time to meet with the surrounding property owners. Should the City Council want to consider the applicant’s request to continue discussion, then staff recommends the public hearing be opened and continued to the November 27, 2018 meeting. Zoning Request The City has receiveda request from Triangle Engineering, the applicant, to amend the Planned Development No. 22 (PD-22) zoning district to allow hotel uses subject to approval of a Specific Use Permit for a 1.82-acre property located at 13998 Diplomat Drive, including a request for a Specific Use Permit and an associated Detailed Site Plan for a hotel.The subject property represents the southern portion of an overall larger parent tract which is 3.36 acres. The subject propertyis located within the Valwood Industrial Park, west of IH-35 / Stemmons Freeway atthe northeast corner of Diplomat Drive and Delegate Drive. Thepropertyis surrounded by industrial and commercial uses on all sides, except to the north which is currently vacant (i.e. the remainder of the overall parent tract). Existing Zoning PD-22was created in 1977 to rezone the City’s West Side from Light Industrial to PD-22 allowing light industrialand commercialuses. Since then PD-22 was amended several times; Ordinance 2512 was created in 1999 and includes the subject site. Ordinance 2512 for PD-22includes a list of uses permitted by right or subject to a Specific Use Permit. PD-22allows for a wide variety of commercial, recreational, entertainment, retail and industrialuses. Hotel uses are not included in the list of permitted uses. Site Design The applicant is proposing to divide the 3.36-acre parent tractinto two lots. The northern tractwill contain1.54 acres. Although the applicant is not requesting detailed site plan approval at this time, it is staff’s understanding that the property owner intends to developthis property for future use as retail. The southern tract, Lot1, will contain 1.82 acres, and is proposed tobe developedas a hoteluse. The applicant is requesting the zoning amendment, the Specific Use Permit with an associated Detailed SitePlan only for the southern tract, Lot 1, in order to be developed as ahotel use. The subject propertyis proposed tobe developed withafour-story hotel building, approximately 41,565 square feet in area, containing 95 rooms. The hotel will have a main lobby with two (2) entries: the main entry with the drop-off area at the northwest corner facing Diplomat Drive and a pedestrian entry on the southwest corner facing Delegate Drive. A lobby with reception desk, a “grab and go” breakfast area, and fitness room will be located on the first floor. Elevations The applicant is proposing a modern style for the hotel, to reflect the brand style, with clear lines and clean and smooth surfaces. Theproposedhotel will be four (4)stories in height with an overall height of approximately 52feet. All exterior façades will contain minimum 75% masonry (limestone) and maximum 25% stucco. The lobby area will be a typical storefront design. Parking The subject propertywill have two driveway access points, one from Diplomat Drive and one from Delegate Drive. The proposed Detailed Site Plan includes a total of 100 parking spaces in the surface parking lots. The Comprehensive Zoning Ordinance requires one (1) parking space per room unit for hotel and motel uses, therefore 95 parking spaces are required for this development. Landscapeand Open Space Approximately 16% of the site is proposed to be landscaped open space. The trees (47trees proposed) will be a combination of Elm, Oak and Crape Myrtle trees and are distributed in the parking lot islands and along Diplomat Drive and Delegate Drive. PD-22 requires 5% of the overall site to be landscaped open space. PD-22alsoincludes screening requirements for parking areas locatedforward of the building line, street trees placed at maximumevery 30feet,a three-foot high earthen berm,and evergreen shrubbery hedge. The proposed Landscape Plan complies with all PD-22landscape requirements. A five-footwidesidewalk is proposed to be installed along Diplomat Drive and DelegateDrive. Signage(includes variance) The applicant is proposing to install wall signs on threefaçades (north,southand west). The wall sign for the northand southfaçadeswill be approximately 122 square feet in areaeachand placed under the cornice of the roof, on the upper side of the façade. Additionally, the wall sign on the westfaçade will be approximately six (6)square feet in areaand will be placed above the side entry to the main lobby. PD-22 allows for one wall sign per tenant on a building, not to exceed five percent (5%) of the building façade (i.e. all signs collectively on a single façade). Therefore, or the proposed hotel building, a single sign consisting of 470 square feet could be allowed on either façade. With this requestthe applicant is requesting a variance related to attached signs. The applicant is proposing to install three (3) wall signs corresponding to the north, south andwest façades, for a collective sign square footage area of 250 square feet instead of one (1) wall sign on a single façade for this development (maximum 470 square feet). Considering the fact that this is a single-tenant building, and considering the relationship between the overall building mass of the proposed hotel (four-story in height) and the size of the proposed wall signs (that does not exceed cumulatively on three façades the allowable sign area for one single façade), staff is in support of the proposed variance. Additionally, the applicant is also proposing to install one (1) monument sign along Delegate Drive, four (4) feet tall and approximately 24 square feet in area. PD-22 allows one (1) monument sign per lot, maximum 40 square feet in areaand maximum four (4) feet in height. The monument sign is required to be setback no less than ten (10) feet from the street right-of-way line. The proposed monument sign complies with PD-22 requirements. Market Study The applicant submitted a Market Feasibility Study for the proposed hotel preparedby U.S. Hotel Appraisals. According to page 2 of the study, the feasibility of the proposed hotel project is confirmed. (Chapter 7 further explains the feasibility analysis.) The Comprehensive Zoning Ordinance The Comprehensive Zoning Ordinance(CZO)requires the approval of a Specific Use Permit (SUP) prior to the development and use of a property for a hotel in Farmers Branch, and further establishesguidelines for the City Council in considering the SUP requestrelated to compatibility with surrounding uses; representative of equivalent or better development as compared to other hotel / motel uses within the area; and that the requested use will not affect the future ability to locate additional uses that are allowed within the existing zoning district within the area of the proposed hotel/motel. The CZO also establishesrequirements and standards for hotel uses.Among these, the CZO specifies that a hotel shall be located on a lot with an area of not less than four (4) acresbut allows the City Council to consider requestsand approve hotels withlesser acreageif the proposed hotel / motel is an appropriate use, design and layout for the subject site. The subject property is 1.82 acres thus being less than the minimum 4 acre requirement; however,the proposed development has adequate access and satisfies all remaining PD-22 development standards. Comprehensive Plan The West Side Plan was adoptedby the City in 2003. The West Side Plan designates the area generally located at Valwood Parkway and IH-35 / StemmonsFreewayas one of the proposed Regional Centers for the West Sidein addition to industrial district. Regional Centers are destinations that include jobs, service, and retail.The plan further describes Regional Centers as (see page 171): Uses serving the region; Have proximity to highways or regional thoroughfares; Area gateway opportunities; Include campus development; and Include thoroughfare related uses such as gas stations, convenience retail, and restaurants in smaller centers that serve the regional and local area. Additionally, the West Side Plan states that the convenience retail and restaurants at these centers would largely cater to the traveling public, both automobile and truck traffic (e.g. gas stations, restaurants, retail, andhotels), in addition to serving the needs of the employees in the area(See page 130). The proposed zoning amendment to Planned Development District No. 22 (PD-22) to allow hotel uses subject to approval of a Specific Use Permit, as well as the requested Specific Use Permit and an associated Detailed Site Plan for a hotel is consistent with the recommendations of the West Side Plan. Public Response Staff mailed seven (7) zoning notification letters on August 9, 2018.Two (2) zoning notification signs were placed on the siteonMarch 30, 2018. Additionally, the required public hearing notice was published in the Dallas Morning News on August 4, 2018.Staff has received five (5) letters of oppositionfrom property owners within the notification area and four(4) letters of opposition from property owners outside of the notification area.The letters received in oppositionfrom the notification arearepresent approximately 49% of the notification area,thus requiring a super majority vote of allCity Council members in order for this request tobe approved. Recommendation On August 27, 2018, the Planning and Zoning Commissionvotedunanimously to recommend denial of the proposed Zoning amendment as presented in the Ordinance No. 3529. Due to the Commission’s denial recommendation a super majority vote of all City Council members is required in order for this request to be approved. Possible Council Action: 1.Motion to adopt Ordinance No. 3529. 2.Motion to adopt Ordinance No. 3529 with the following modifications… 3.Motion to deny Ordinance No. 3529. 4.Motion to continue the public hearing to the November 27, 2018 meeting. 5.Motion to continue discussion at the next meeting. ORDINANCE NO.3529 AN ORDINANCE OF THE CITY OF FARMERS BRANCH, TEXAS, AMENDING THE COMPREHENSIVE ZONING ORDINANCE OF THE CITY OF FARMERS BRANCH, TEXAS AS HERETOFORE AMENDED,BY AMENDING THE DEVELOPMENT REGULATIONS OF PLANNED DISTRICT NO. 22(PD-22) TO AUTHORIZE SPECIFIC USE PERMITS FOR HOTELS ON A 1.82± ACRE PORTION OF LOT ONE, BLOCK TEN, VALWOOD PARK- FARMERS BRANCH -PHASE TWO; GRANTING A SPECIFIC USE PERMIT FOR A HOTELON SAID PROPERTY;ADOPTING A DETAILED SITEPLAN, LANDSCAPE PLAN, AND BUILDING ELEVATIONS;MAKING CERTAIN FINDINGS; PROVIDING A SAVINGS CLAUSE; PROVIDING A CONFLICT RESOLUTION CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A PENALTY OF FINE NOT TO EXCEED THE SUM OF TWO THOUSAND ($2000.00) DOLLARS; PROVIDING FOR TERMINATION OF THE SPECIFIC USE PERMIT UNDER CERTAIN CIRCUMSTANCES; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Planning and Zoning Commission of the City of Farmers Branch and the governing body of the City of Farmers Branch, in compliance with the laws of the State of Texas and the ordinances of the City of Farmers Branch, have given requisite notice by publication and otherwise, and after holding due hearings and affording a full and fair hearing to all property owners generally and to all persons interested and situated inthe affected area and in the vicinity thereof, the governing body, in the exercise of the legislative discretion, has concluded that the Comprehensive Zoning Ordinance and Zoning Map should be amended; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FARMERS BRANCH, TEXAS, THAT: SECTION 1. The Comprehensive Zoning Ordinance and Zoning Map of the City of Farmers Branch, Texas, as amended,be further amended byamending the Development Standards for Planned Development Zoning District No.22 (PD-22), as set forth in Exhibit “C” of Ordinance No. 2512 (“the PD-22Development Standards”),by authorizing the 1.82± acre portion of Lot 1, Block 10, Valwood Park-Farmers Branch Phase Two, an Addition to the City of Farmers Branch, Texas, describedin Exhibit “A,” attached hereto and incorporated herein by reference (“the Property”) to be developed and used for a hotel use upon approval of a Specific Use Permit. SECTION 2. A Specific Use Permit for a Hotel is hereby granted for development of the Propertyas shown on the Detailed Site Plan, subject to the following development and use regulations: A.If the Property is developed and used for a hotel use, the Property shall be developed in accordance with applicable provision of the Comprehensive Zoning Ordinance and the PD-22Development Standardsexcept as otherwise provided in this Ordinance. B.The Property shall be developed and used substantially as set forth in the Detailed Site Plan, LandscapePlan, Building Elevations, and Sign Planattached hereto as Exhibits “B,” “C,” “D,” and “E,” respectively, and incorporated herein by reference. SECTION 3. The Specific Use Permit granted pursuant to Section 2, above, is made following receipt and consideration of the recommendation ofthe Planning and Zoning Commission made at its regular meeting held on August27, 2018, and upon the following findings: A.The type of hotel use for the Property authorized by this Ordinance as described on the Detailed Site Plan is compatible and consistent with, andwill have no adverse affect on, existing uses located on developed property in the area of the Property; B.The hotel use authorized by this Ordinance is equal to or exceeds development and operation standards of other hotel or motel or other uses in thearea of the Property; C.The hotel use authorized by this Ordinance will not adversely affect the ability to locate, in the future, additional uses that are allowed withinPD-22; and D.The location of the hotels on the Property in accordance with the Detailed Site Plan is an appropriate use, design, and layout for the Property and the area notwithstanding the Property is less than four (4) acres in area. SECTION 4. In the event of an irreconcilable conflict between the provisions of another previouslyadopted ordinance of the City of Farmers Branch and the provisions of this Ordinance as applicable to the use and development of the Property, the provisions of this Ordinance shall be controlling. SECTION 5. Should any sentence, paragraph, subdivision,clause, phrase or section of this Ordinance be adjudged or held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this Ordinance as a whole, or any part or provision thereof other than the part so decided to be invalid,illegal or unconstitutional, and shall not affect the validity of the Comprehensive Zoning Ordinance as a whole. SECTION 6. An offense committed before the effective date of this ordinance is governed by prior law and the provisions of the ComprehensiveZoning Ordinance, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 7. Any person, firm or corporation violating any of the provisions or terms of this Ordinance shall be subject to the same penalty as provided for in the Comprehensive Zoning Ordinance of the City of Farmers Branch, as heretofore amended, and upon conviction shall be punished by a fine not to exceed the sum of Two Thousand Dollars ($2,000) for each offense; and each and every day such violation shall continue shall be deemed to constitute a separate offense. SECTION 8.This ordinance and the right to use the Property in accordance with the Specific Use Permit granted pursuant to Section 2of this Ordinance is subjectto termination in accordance with Section 6.5.C. of the Comprehensive Zoning Ordinance, as amended. SECTION 9.This Ordinance shall take effect immediately from and after its passage and the publication of the caption, as the law and charter in such caseprovide. DULY PASSED BY THE CITY COUNCIL OFTHE CITY OF FARMERS BRANCH, TEXAS, THIS 25TH DAY OF SEPTEMBER 2018. ATTEST:APPROVED: ______________________________________________________________ Amy Piukana, City Secretary Robert C. Dye, Mayor APPROVED AS TO FORM: ________________________ Peter G. Smith, City Attorney (kbl:9/8/18:102520) Ordinance No. 3529 Exhibit “A” –Property Description Ordinance No. 3529Exhibit “B” – Detailed Site Plan LOT 1 BLOCK 10 432 432 4 3 2 4 3 1 4 3 1 4 3 2 43 2 432 4 3 2 EVIRD ETAGELED )YAW-FO-THGIR '46( AVID BY IHG 95 GUEST ROOMS 6 7 6 5 9 6 F.D.C PROP. 10' W.E. C.O. C.O. F.F.E=432.90 13988 DIPLOMAT DR VALWOOD SERVICE CNETER FIRST BLOCK 1, LOT 1, 3.62 ACERS VOL.99002/7419 DD121198 CO-DALLAS ZONING: PD-22 LAND USE: COMMERCIAL PROP. 10' W.E F.H PROP. 10' W.E F.H 11 RETAIL CENTER 11,500 S.F. (FUTURE DEVELOPMENT) 9 10 9 5 5 10 C1 L1 C2 L2 C 3 C4 L3 L4 L5 C 5 L6 15' L . S . 15' L . S . LO8 RO1 RO 1 CE 1 CE2 CE2 CE2 IH 14 DYH 44 CM 3 LO 12 NPH133 CM 3 NPH 26 NRS16 IH 15 DYH 45 DYH21 IH 7 NPH18 LO 1 CE 1 SOLID SOD BERMUDA GRASS TYPICAL FOR ALL GRASS AREAS CE1 SOLID SOD BERMUDA GRASS TYPICAL FOR ALL GRASS AREAS CM 3 CM 2 NPH 103 NPH35 SC 160 36" HT. EARTHEN BERM 36" HT. EARTHEN BERM 36" HT. EARTHEN BERM 36" HT. EARTHEN BERM 36" HT. EARTHEN BERM ISSUE: DATE: SHEET NAME: SHEET NUMBER: CHRI S TRON Z A N O S T ATE O F T E X AS TCET HI R C AEPACSDNALDEE GEIS R RT 2204 08.23.2018 100 20 40 01 LANDSCAPE PLAN SCALE 1"=20'-0" 08.23.2018 LANDSCAPE PLAN L.1 FOR APPROVAL 02.27.2018 AV I D H O T E L D E V E L O P M E N T P L A N S 13 9 9 8 D I P L O M A T D R I V E C I T Y O F F A R M E R S B R A N C H , T E X A S DA L L A S C O U N T Y , T E X A S 3. 3 5 A C R E S , L O T 1 , B L O C K 1 0 , O F V A L W O O D P A R K F A R M E R S B R A N C H - P H A S E T W O SOLID SOD NOTES LANDSCAPE NOTES 1 FINE GRADE AREAS TO ACHIEVE FINAL CONTOURS INDICATED. LEAVE AREAS TO RECEIVE TOPSOIL 3" BELOW FINAL DESIRED GRADE IN PLANTING AREAS AND 1" BELOW FINAL GRADE IN TURF AREAS. 2.ADJUST CONTOURS TO ACHIEVE POSITIVE DRAINAGE AWAY FROM BUILDINGS. PROVIDE UNIFORM ROUNDING AT TOP AND BOTTOM OF SLOPES AND OTHER BREAKS IN GRADE. CORRECT IRREGULARITIES AND AREAS WHERE WATER MAY STAND. 3.ALL LAWN AREAS TO RECEIVE SOLID SOD SHALL BE LEFT IN A MAXIMUM OF 1" BELOW FINAL FINISH GRADE. CONTRACTOR TO COORDINATE OPERATIONS WITH ON-SITE CONSTRUCTION MANAGER. 4.CONTRACTOR TO COORDINATE WITH ON-SITE CONSTRUCTION MANAGER FOR AVAILABILITY OF EXISTING TOPSOIL. 5.PLANT SOD BY HAND TO COVER INDICATED AREA COMPLETELY. INSURE EDGES OF SOD ARE TOUCHING. TOP DRESS JOINTS BY HAND WITH TOPSOIL TO FILL VOIDS. 6.ROLL GRASS AREAS TO ACHIEVE A SMOOTH, EVEN SURFACE, FREE FROM UNNATURAL UNDULATIONS. 7.WATER SOD THOROUGHLY AS SOD OPERATION PROGRESSES. 8.CONTRACTOR SHALL MAINTAIN ALL LAWN AREAS UNTIL FINAL ACCEPTANCE. THIS SHALL INCLUDE, BUT NOT LIMITED TO: MOWING, WATERING, WEEDING, CULTIVATING, CLEANING AND REPLACING DEAD OR BARE AREAS TO KEEP PLANTS IN A VIGOROUS, HEALTHY CONDITION. 9.CONTRACTOR SHALL GUARANTEE ESTABLISHMENT OF AN ACCEPTABLE TURF AREA AND SHALL PROVIDE REPLACEMENT FROM LOCAL SUPPLY IF NECESSARY. 10.IF INSTALLATION OCCURS BETWEEN SEPTEMBER 1 AND MARCH 1, ALL SOD AREAS TO BE OVER-SEEDED WITH WINTER RYEGRASS, AT A RATE OF (4) POUNDS PER ONE THOUSAND (1000) SQUARE FEET. 1.CONTRACTOR SHALL VERIFY ALL EXISTING AND PROPOSED SITE ELEMENTS AND NOTIFY ARCHITECT OF ANY DISCREPANCIES. SURVEY DATA OF EXISTING CONDITIONS WAS SUPPLIED BY OTHERS. 2.CONTRACTOR SHALL LOCATE ALL EXISTING UNDERGROUND UTILITIES AND NOTIFY ARCHITECT OF ANY CONFLICTS. CONTRACTOR SHALL EXERCISE CAUTION WHEN WORKING IN THE VICINITY OF UNDERGROUND UTILITIES. 3.CONTRACTOR IS RESPONSIBLE FOR OBTAINING ALL REQUIRED LANDSCAPE AND IRRIGATION PERMITS. 4.CONTRACTOR TO PROVIDE A MINIMUM 2% SLOPE AWAY FROM ALL STRUCTURES. 5.ALL PLANTING BEDS AND LAWN AREAS TO BE SEPARATED BY STEEL EDGING. NO STEEL TO BE INSTALLED ADJACENT TO SIDEWALKS OR CURBS. 6.ALL LANDSCAPE AREAS TO BE 100% IRRIGATED WITH AN UNDERGROUND AUTOMATIC IRRIGATION SYSTEM AND SHALL INCLUDE RAIN AND FREEZE SENSORS. 7.ALL LAWN AREAS TO BE SOLID SOD BERMUDAGRASS, UNLESS OTHERWISE NOTED ON THE DRAWINGS. 1.FINE GRADE AREAS TO ACHIEVE FINAL CONTOURS INDICATED ON CIVIL PLANS. 2.ADJUST CONTOURS TO ACHIEVE POSITIVE DRAINAGE AWAY FROM BUILDINGS. PROVIDE UNIFORM ROUNDING AT TOP AND BOTTOM OF SLOPES AND OTHER BREAKS IN GRADE. CORRECT IRREGULARITIES AND AREAS WHERE WATER MAY STAND. 3.ALL LAWN AREAS TO RECEIVE SOLID SOD SHALL BE LEFT IN A MAXIMUM OF 1" BELOW FINAL FINISH GRADE. CONTRACTOR TO COORDINATE OPERATIONS WITH ON-SITE CONSTRUCTION MANAGER. 4.IMPORTED TOPSOIL SHALL BE NATURAL, FRIABLE SOIL FROM THE REGION, KNOWN AS BOTTOM AND SOIL, FREE FROM LUMPS, CLAY, TOXIC SUBSTANCES, ROOTS, DEBRIS, VEGETATION, STONES, CONTAINING NO SALT AND BLACK TO BROWN IN COLOR. 5.ALL LAWN AREAS TO BE FINE GRADED, IRRIGATION TRENCHES COMPLETELY SETTLED, AND FINISH GRADE APPROVED BY THE OWNER'S CONSTRUCTION MANAGER OR ARCHITECT PRIOR TO INSTALLATION. 6.ALL ROCKS 3/4" DIAMETER AND LARGER, DIRT CLODS, STICKS, CONCRETE SPOILS, ETC. SHALL BE REMOVED PRIOR TO PLACING TOPSOIL AND ANY LAWN INSTALLATION 7.CONTRACTOR SHALL PROVIDE (1") ONE INCH OF IMPORTED TOPSOIL ON ALL AREAS TO RECEIVE LAWN. GENERAL LAWN NOTES LANDSCAPE ARCHITECT STUDIO GREEN SPOT, INC. 1333 W. McDERMOTT DR. ALLEN, TEXAS 75013 (469) 369-4448 CHRIS@STUDIOGREENSPOT.COM BOTANICAL NAME Ulmus crassifolia Quercus virginiana Quercus shumardii Lagerstroemia indica COMMON NAME Cedar Elm Live Oak Red Oak Crape Myrtle SIZE 3" cal. 3" cal. 3" cal. 6'-8' ht. PLANT MATERIAL SCHEDULE REMARKS B&B, 13' ht., 5' spread min., 5' clear trunk container, 14' ht., 6' spread, 5' clear straight trunk container, 14' ht., 6' spread, 5' clear straight trunk container, 3 or 5 trunks, tree form QTY 9 21 2 11 TREES SHRUBS GROUNDCOVERS BOTANICAL NAME Cynodon dactylon '419' COMMON NAME Seasonal Color '419' Bermudagrass SIZE 4" pots REMARKS selection by owner, 10" o.c. Solid Sod refer to notes TYPE CE LO RO CM QTY 160 TYPE SC BOTANICAL NAME Ilex vonitoria 'nana' Rhaphiolepis indica 'Clara' Ilex comuta 'Needlepoint' Ilex x 'Nellie R. Stevens' COMMON NAME Dwarf Yaupon Holly Indian Hawthorn 'Clara' Needlepoint Holly Nellie R. Stevens Holly SIZE 3 gal. 3 gal. 5 gal. 4' ht. REMARKS container, 18" ht., 18" spread container, 18" ht., 18" spread container, 24" ht., 20" spread container, 36" spread, full to base QTY. 110 36 315 16 TYPE DYH IH NPH NRS NOTE: Plant list is an aid to bidders only. Contractor shall verify all quantities on plan. All heights and spreads are minimums. All plant material shall meet or exceed remarks as indicated. All trees to have straight trunks and be matching within varieties. LANDSCAPE TABULATIONS: AVID HOTEL LANDSCAPE AREA STANDARDS Requirements: 5% of site area to be landscape. Lot area: 79,183 s.f. Required 3,395 s.f. Requirement: 1 Tree every 30 LF of street frontage 592 l.f. of street frontage Required (20) trees PARKING LOT SCREENING PROVIDED Provided 13,673 s.f. Provided (20) 3" cal. trees THERE ARE NO EXISTING TREES ON SITE TOTAL TREE COUNT 43 CITY COMMENTS 03.27.2018 ENGINEER TRIANGLE ENGINEERING LLC 1503 ASTORIA DRIVE ALLEN, TEXAS 75013 CONTACT:KARTAVYA PATEL TEL: 214-609-9271 ARCHITECT RSS ARCHITECTS, LLC 103 S.MESQUITE STREET,SUITE B ARLINGTON,TX 76010 CONTACT: SHANE SIGRIST TEL:817-538-9258 SURVEYOR A & W SURVEYORS, INC P.O.BOX 870029 MESQUITE, TEXAS 75187 CONTACT: JOHN TURNER, R.P.L.S. TEL: 972-681-4975 OWNER DIPLOMAT GROUP LLC 3512 SAN LUCAS LANE DENTON, TX 76208 CONTACT: KAMLESH PATEL TEL: 214-335-7117 BOUNDARY LINE DATA BEARINGLINE NO. L1 DISTANCE L2 L3 L4 N 89°13'15" E 91.96' S 00°26'27" E 586.16' S 89°01'02" W 9.55' S 89°01'02" W 190.69' L5 S 00°58'58" E 40.00' L6 N 00°58'58" W 28.24' CURVE DATA TABLE C1 NO. 38.41' LENGTH 868.71' RADIUS 2°31'59" DELTA CH BEARING S 89°30'54" E CH LENGTH 38.40' C2 109.15'60.00'104°13'37"N 85°19'38" W 94.71' C3 24.33'30.00'46°27'28"S 65°47'18" W 23.66' C4 47.12'30.00'90°00'00"N 45°58'58" W 42.43' C5 229.88'293.00'44°57'09"N 21°29'36" E 224.03' C6 280.00'357.00'44°57'09"N 21°29'36" E 272.96' C7 48.55'30.00'92°43'40"N 45°22'52" E 43.42' CITY COMMENTS 04.14.2018 CITY COMMENTS 08.23.2018 Or d i n a n c e N o . 3 5 2 9 Ex h i b i t “ C ” – L a n d s c a p e P l a n W5 W5 W5 W9 W9W9 SF 1 SF 2 7'-10" A B C D E F G H J K L M N O P Q ST10'-0"9'-0"9'-0"1ST FIN. FLOOR 2ND FIN. FLOOR 3RD FIN. FLOORPLATE PLATE9'-0"9'-0"4TH FIN. FLOOR PLATE ROOF PARAPETPLATE9'-0"1'-6"2'-3"STAIR ROOF6'-0"52'-4" W3W3W3 W1 W1W1W1 W1 W1W1W1 W1 W1W1W1 W1 W1W1W1 W1 W1W1W1 W1 W1W1 W1 W1W1 W1 W1W1 NO T E : R O O F MA T E R I A L T O B E WH I T E T P O ME M B R A N E R O O F I N G SC R E E N E D B Y PA R A P E T W A L L S , TY P I C A L . NO T E : I N D I V I D U A L G U E S T RO O M S H V A C U N I T S A R E P T A C UN I T S ( P A C K A G E D T E R M I N A L AI R C O N D I T I O N E R S ) W I T H GR I L L S B U I L T I N T E G R A L T O T H E WI N D O W F R A M E S A N D MA T C H I N G W I N D O W F R A M E FI N I S H . SI G N A G E RE F E R D E T A I L 3 , A - 3 0 8 4 3. 4 3 2 1. 6 1. 2 1 10'-0"9'-0"9'-0" 1S T F I N . F L O O R 2N D F I N . F L O O R 3R D F I N . F L O O R PL A T E PL A T E 9'-0"9'-0" 4T H F I N . F L O O R PL A T E RO O F PA R A P E T PL A T E 9'-0" 1'-6" 2'-3" 46'-4" W1 W1W1W1 W1 W1W1W1 W1 W1W1W1 W1 W1W1 TO T A L E A S T E L E V A T I O N S F I N C L U D I N G O P E N I N G S : 3 , 1 7 0 S F SI D E ( E A S T ) E L E V A T I O N C A L C U L A T I O N S : EX T E R I O R C L A D D I N G S M O O T H L I M E S T O N E 1 2 " X 2 4 " MA N U F A C T U R E R : C O R O N A D O CO L O R : H A R V A R D G R E Y ST U C C O ( F I N E S A N D T E X T U R E ) P A I N T E D CO L O R : T O M A T C H H A R V A R D G R E Y S T O N E PA N T O N E : C O O L G R A Y 1 C ST U C C O ( F I N E S A N D T E X T U R E ) PA N T O N E : B R I G H T R E D C TO T A L S T O N E : 1, 7 2 3 S F 75 . 0 8 % AR E A B Y M A T E R I A L TO T A L E A S T E L E V A T I O N D O O R S A N D W I N D O W S : 8 7 5 S F MA T E R I A L / C O L O R KE Y EX T E R I O R C L A D D I N G F R E N C H L I M E S T O N E 1 2 " X 2 4 " MA N U F A C T U R E R : C O R O N A D O CO L O R : B L A C K F O R E S T ST U C C O ( F I N E S A N D T E X T U R E ) P A I N T E D CO L O R : T O M A T C H B L A C K F O R E S T S T O N E PA N T O N E : G R A P H I T E 7 5 4 0 C TO T A L ST U C C O : 57 2 S F 24 . 9 2 % TO T A L E A S T E L E V A T I O N E X C L U D I N G O P E N I N G S : 2 , 2 9 5 S F TOTAL SOUTH ELEVATION SF INCLUDING OPENINGS: 9,400 SF REAR (SOUTH) ELEVATION CALCULATIO N S : EXTERIOR CLADDING SMOOTH LIMESTONE 12"X24"MANUFACTURER: CORONADOCOLOR: HARVARD GREYSTUCCO (FINE SAND TEXTURE) PAINTEDCOLOR: TO MATCH HARVARD GREY STONEPANTONE: COOL GRAY 1 CSTUCCO (FINE SAND TEXTURE)PANTONE: BRIGHT RED C TOTAL S T O N E : 6,265 S F 83.28%AREA BY M A T E R I A L TOTAL SOUTH ELEVATION DOORS AND WINDOWS: 1,877 SFMATERIAL / COLORKEYEXTERIOR CLADDING FRENCH LIMESTONE 12"X24"MANUFACTURER: CORONADOCOLOR: BLACK FORESTSTUCCO (FINE SAND TEXTURE) PAINTEDCOLOR: TO MATCH BLACK FOREST STONEPANTONE: GRAPHITE 7540 C TOTALSTUCCO : 1,258 SF16.72%TOTAL SOUTH ELEVATION EXCLUDING OPENINGS: 7,523 SF RE V I S I O N NO . Of Da t e Sh e e t Jo b Sh e e t s 17 0 6 8 R S S A R C H I T E C T S L.L.C. ARLINGTON, TEXAS 76010 103 S. MESQUITE STREET, SUITE B AVID by IHG 3- 2 6 - 1 8 PH: 817/538-9258 DIPLOMAT DRIVE AT DELEGATE DRIVE FARMERS BRANCH, TEXAS PR E L I M I N A R Y PRELIMINARY - FOR REVIEW ONLY LO C . # 1 9 6 6 1 (A L O N G D E L E G A T E D R I V E ) SC A L E : 1 / 8 " = 1 ' - 0 " (T O W A R D S R E A R P R O P . L I N E ) SC A L E : 1 / 8 " = 1 ' - 0 " A- 3 0 6 A. AL L W I N D O W S W I T H L O U V E R S T O B E A N O D I Z E D BR O N Z E W I T H T H E E X C E P T I O N O F A N O D I Z E D AL U M I N U M I N W A L L S W I T H A D J A C E N T R E D P A I N T . B. AL L S T O R E F R O N T F I N I S H E S T O B E A N O D I Z E D AL U M I N U M . C. FO R G L A S S T Y P E S R E F E R T O S P E C I F I C A T I O N S A N D SH E E T G 0 . 2 1 01 IN T E G R A T E D E X T E R I O R W I N D O W A N D P T A C LO U V E R 02 EX T E R I O R C L A D D I N G W I T H W A T E R P R O O F I N G SY S T E M 03 ME T A L C O P I N G 04 EX T E R I O R S T O R E F R O N T W I N D O W S 05 EX T E R I O R C L A D D I N G S Y S T E M B E N E A T H CA N O P Y A N D A D J A C E N T W I N G W A L L S 06 SI N G L E S L I D I N G G L A S S D O O R 07 EL E V A T O R O V E R R U N B E Y O N D 08 8" C A S T S T O N E B A S E 09 EX T E R I O R A L U M I N U M W I N D O W , T Y P . 10 EX T E R I O R H O L L O W M E T A L D O O R S P A I N T E D T O MA T C H W A L L S , T Y P . 11 3/ 4 " C O N T R O L J O I N T 12 3/ 4 " R E V E A L 13 SC R E E N W A L L 14 EN T R A N C E C A N O P Y W I T H T P O R O O F 15 ST O R E F R O N T D O O R 16 FR O S T E D F I L M O N T H I S W I N D O W O N L Y F O R PR I V A C Y 17 3' - 0 " X 3 ' - 0 " H O T W A T E R T A N K I N T A K E E X H A U S T 18 LA U N D R Y E X H A U S T , C O O R D I N A T E W I T H MA N U F A C T U R E R F O R L O U V E R S I Z E S A N D LO C A T I O N S - A L I G N E D G E S O F L O U V E R W I T H WI N D O W A B O V E I F F E A S A S U B L E 19 RO O F A C C E S S D O O R O N S C R E E N W A L L 20 AV A D E K C A N O P Y 21 SC U P P E R , P A I N T E D T O M A T C H A D J A C E N T W A L L 01 IN T E G R A T E D E X T E R I O R W I N D O W A N D P T A C LO U V E R 02 EX T E R I O R C L A D D I N G W I T H W A T E R P R O O F I N G SY S T E M 03 ME T A L C O P I N G 04 EX T E R I O R S T O R E F R O N T W I N D O W S 05 EX T E R I O R C L A D D I N G S Y S T E M B E N E A T H CA N O P Y A N D A D J A C E N T W I N G W A L L S 06 SI N G L E S L I D I N G G L A S S D O O R 07 EL E V A T O R O V E R R U N B E Y O N D 08 8" C A S T S T O N E B A S E 09 EX T E R I O R A L U M I N U M W I N D O W , T Y P . 10 EX T E R I O R H O L L O W M E T A L D O O R S P A I N T E D T O MA T C H W A L L S , T Y P . 11 3/ 4 " C O N T R O L J O I N T 12 3/ 4 " R E V E A L 13 SC R E E N W A L L 14 EN T R A N C E C A N O P Y W I T H T P O R O O F 15 ST O R E F R O N T D O O R 16 FR O S T E D F I L M O N T H I S W I N D O W O N L Y F O R PR I V A C Y 17 3' - 0 " X 3 ' - 0 " H O T W A T E R T A N K I N T A K E E X H A U S T 18 LA U N D R Y E X H A U S T , C O O R D I N A T E W I T H MA N U F A C T U R E R F O R L O U V E R S I Z E S A N D LO C A T I O N S - A L I G N E D G E S O F L O U V E R W I T H WI N D O W A B O V E I F F E A S A S U B L E 19 RO O F A C C E S S D O O R O N S C R E E N W A L L 20 AV A D E K C A N O P Y 21 SC U P P E R , P A I N T E D T O M A T C H A D J A C E N T W A L L 01 IN T E G R A T E D E X T E R I O R W I N D O W A N D P T A C LO U V E R 02 EX T E R I O R C L A D D I N G W I T H W A T E R P R O O F I N G SY S T E M 03 ME T A L C O P I N G 04 EX T E R I O R S T O R E F R O N T W I N D O W S 05 EX T E R I O R C L A D D I N G S Y S T E M B E N E A T H CA N O P Y A N D A D J A C E N T W I N G W A L L S 06 SI N G L E S L I D I N G G L A S S D O O R 07 EL E V A T O R O V E R R U N B E Y O N D 08 8" C A S T S T O N E B A S E 09 EX T E R I O R A L U M I N U M W I N D O W , T Y P . 10 EX T E R I O R H O L L O W M E T A L D O O R S P A I N T E D T O MA T C H W A L L S , T Y P . 11 3/ 4 " C O N T R O L J O I N T 12 3/ 4 " R E V E A L 13 SC R E E N W A L L 14 EN T R A N C E C A N O P Y W I T H T P O R O O F 15 ST O R E F R O N T D O O R 16 FR O S T E D F I L M O N T H I S W I N D O W O N L Y F O R PR I V A C Y 17 3' - 0 " X 3 ' - 0 " H O T W A T E R T A N K I N T A K E E X H A U S T 18 LA U N D R Y E X H A U S T , C O O R D I N A T E W I T H MA N U F A C T U R E R F O R L O U V E R S I Z E S A N D LO C A T I O N S - A L I G N E D G E S O F L O U V E R W I T H WI N D O W A B O V E I F F E A S A S U B L E 19 RO O F A C C E S S D O O R O N S C R E E N W A L L 20 AV A D E K C A N O P Y 21 SC U P P E R , P A I N T E D T O M A T C H A D J A C E N T W A L L 01 IN T E G R A T E D E X T E R I O R W I N D O W A N D P T A C LO U V E R 02 EX T E R I O R C L A D D I N G W I T H W A T E R P R O O F I N G SY S T E M 03 ME T A L C O P I N G 04 EX T E R I O R S T O R E F R O N T W I N D O W S 05 EX T E R I O R C L A D D I N G S Y S T E M B E N E A T H CA N O P Y A N D A D J A C E N T W I N G W A L L S 06 SI N G L E S L I D I N G G L A S S D O O R 07 EL E V A T O R O V E R R U N B E Y O N D 08 8" C A S T S T O N E B A S E 09 EX T E R I O R A L U M I N U M W I N D O W , T Y P . 10 EX T E R I O R H O L L O W M E T A L D O O R S P A I N T E D T O MA T C H W A L L S , T Y P . 11 3/ 4 " C O N T R O L J O I N T 12 3/ 4 " R E V E A L 13 SC R E E N W A L L 14 EN T R A N C E C A N O P Y W I T H T P O R O O F 15 ST O R E F R O N T D O O R 16 FR O S T E D F I L M O N T H I S W I N D O W O N L Y F O R PR I V A C Y 17 3' - 0 " X 3 ' - 0 " H O T W A T E R T A N K I N T A K E E X H A U S T 18 LA U N D R Y E X H A U S T , C O O R D I N A T E W I T H MA N U F A C T U R E R F O R L O U V E R S I Z E S A N D LO C A T I O N S - A L I G N E D G E S O F L O U V E R W I T H WI N D O W A B O V E I F F E A S A S U B L E 19 RO O F A C C E S S D O O R O N S C R E E N W A L L 20 AV A D E K C A N O P Y 21 SC U P P E R , P A I N T E D T O M A T C H A D J A C E N T W A L L GE N E R A L N O T E S SH E E T N O T E S 01 01 01 01 02 04 04 08 08 09 09 1010 11 12 13 15 17 18 20 20 21 21 21 21 21 03 03 03 03 03 02 02 0202 02 02 07 01 01 08 10 12 03 03 03 02 0202 02 11 SO U T H E L E V A T I O N EA S T E L E V A T I O N Ordinance No. 3529Exhibit “D” – Elevations W5 W5 W5 W9 W9W9 SF 1 SF 2 7'-10" A B C D E F G H J K L M N O P Q ST10'-0"9'-0"9'-0"1ST FIN. FLOOR 2ND FIN. FLOOR 3RD FIN. FLOORPLATE PLATE9'-0"9'-0"4TH FIN. FLOOR PLATE ROOF PARAPETPLATE9'-0"1'-6"2'-3"STAIR ROOF6'-0"52'-4" W3W3W3 W1 W1W1W1 W1 W1W1W1 W1 W1W1W1 W1 W1W1W1 W1 W1W1W1 W1 W1W1 W1 W1W1 W1 W1W1 NO T E : R O O F MA T E R I A L T O B E WH I T E T P O ME M B R A N E R O O F I N G SC R E E N E D B Y PA R A P E T W A L L S , TY P I C A L . NO T E : I N D I V I D U A L G U E S T RO O M S H V A C U N I T S A R E P T A C UN I T S ( P A C K A G E D T E R M I N A L AI R C O N D I T I O N E R S ) W I T H GR I L L S B U I L T I N T E G R A L T O T H E WI N D O W F R A M E S A N D MA T C H I N G W I N D O W F R A M E FI N I S H . SI G N A G E RE F E R D E T A I L 3 , A - 3 0 8 4 3. 4 3 2 1. 6 1. 2 1 10'-0"9'-0"9'-0" 1S T F I N . F L O O R 2N D F I N . F L O O R 3R D F I N . F L O O R PL A T E PL A T E 9'-0"9'-0" 4T H F I N . F L O O R PL A T E RO O F PA R A P E T PL A T E 9'-0" 1'-6" 2'-3" 46'-4" W1 W1W1W1 W1 W1W1W1 W1 W1W1W1 W1 W1W1 TO T A L E A S T E L E V A T I O N S F I N C L U D I N G O P E N I N G S : 3 , 1 7 0 S F SI D E ( E A S T ) E L E V A T I O N C A L C U L A T I O N S : EX T E R I O R C L A D D I N G S M O O T H L I M E S T O N E 1 2 " X 2 4 " MA N U F A C T U R E R : C O R O N A D O CO L O R : H A R V A R D G R E Y ST U C C O ( F I N E S A N D T E X T U R E ) P A I N T E D CO L O R : T O M A T C H H A R V A R D G R E Y S T O N E PA N T O N E : C O O L G R A Y 1 C ST U C C O ( F I N E S A N D T E X T U R E ) PA N T O N E : B R I G H T R E D C TO T A L S T O N E : 1, 7 2 3 S F 75 . 0 8 % AR E A B Y M A T E R I A L TO T A L E A S T E L E V A T I O N D O O R S A N D W I N D O W S : 8 7 5 S F MA T E R I A L / C O L O R KE Y EX T E R I O R C L A D D I N G F R E N C H L I M E S T O N E 1 2 " X 2 4 " MA N U F A C T U R E R : C O R O N A D O CO L O R : B L A C K F O R E S T ST U C C O ( F I N E S A N D T E X T U R E ) P A I N T E D CO L O R : T O M A T C H B L A C K F O R E S T S T O N E PA N T O N E : G R A P H I T E 7 5 4 0 C TO T A L ST U C C O : 57 2 S F 24 . 9 2 % TO T A L E A S T E L E V A T I O N E X C L U D I N G O P E N I N G S : 2 , 2 9 5 S F TOTAL SOUTH ELEVATION SF INCLUDING OPENINGS: 9,400 SF REAR (SOUTH) ELEVATION CALC U L A T I O N S : EXTERIOR CLADDING SMOOTH LIMESTONE 12"X24"MANUFACTURER: CORONADOCOLOR: HARVARD GREYSTUCCO (FINE SAND TEXTURE) PAINTEDCOLOR: TO MATCH HARVARD GREY STONEPANTONE: COOL GRAY 1 CSTUCCO (FINE SAND TEXTURE)PANTONE: BRIGHT RED C TO T A L S T O N E : 6, 2 6 5 S F 83 . 2 8 % AR E A B Y M A T E R I A L TOTAL SOUTH ELEVATION DOORS AND WINDOWS: 1,877 SFMATERIAL / COLORKEYEXTERIOR CLADDING FRENCH LIMESTONE 12"X24"MANUFACTURER: CORONADOCOLOR: BLACK FORESTSTUCCO (FINE SAND TEXTURE) PAINTEDCOLOR: TO MATCH BLACK FOREST STONEPANTONE: GRAPHITE 7540 C TO T A L ST U C C O : 1, 2 5 8 S F 16 . 7 2 % TOTAL SOUTH ELEVATION EXCLUDING OPENINGS: 7,523 SF RE V I S I O N NO . Of Da t e Sh e e t Jo b Sh e e t s 17 0 6 8 R S S A R C H I T E C T S L.L.C. ARLINGTON, TEXAS 76010 103 S. MESQUITE STREET, SUITE B AVID by IHG 3- 2 6 - 1 8 PH: 817/538-9258 DIPLOMAT DRIVE AT DELEGATE DRIVE FARMERS BRANCH, TEXAS PR E L I M I N A R Y PRELIMINARY - FOR REVIEW ONLY LO C . # 1 9 6 6 1 (A L O N G D E L E G A T E D R I V E ) SC A L E : 1 / 8 " = 1 ' - 0 " (T O W A R D S R E A R P R O P . L I N E ) SC A L E : 1 / 8 " = 1 ' - 0 " A- 3 0 6 A. AL L W I N D O W S W I T H L O U V E R S T O B E A N O D I Z E D BR O N Z E W I T H T H E E X C E P T I O N O F A N O D I Z E D AL U M I N U M I N W A L L S W I T H A D J A C E N T R E D P A I N T . B. AL L S T O R E F R O N T F I N I S H E S T O B E A N O D I Z E D AL U M I N U M . C. FO R G L A S S T Y P E S R E F E R T O S P E C I F I C A T I O N S A N D SH E E T G 0 . 2 1 01 IN T E G R A T E D E X T E R I O R W I N D O W A N D P T A C LO U V E R 02 EX T E R I O R C L A D D I N G W I T H W A T E R P R O O F I N G SY S T E M 03 ME T A L C O P I N G 04 EX T E R I O R S T O R E F R O N T W I N D O W S 05 EX T E R I O R C L A D D I N G S Y S T E M B E N E A T H CA N O P Y A N D A D J A C E N T W I N G W A L L S 06 SI N G L E S L I D I N G G L A S S D O O R 07 EL E V A T O R O V E R R U N B E Y O N D 08 8" C A S T S T O N E B A S E 09 EX T E R I O R A L U M I N U M W I N D O W , T Y P . 10 EX T E R I O R H O L L O W M E T A L D O O R S P A I N T E D T O MA T C H W A L L S , T Y P . 11 3/ 4 " C O N T R O L J O I N T 12 3/ 4 " R E V E A L 13 SC R E E N W A L L 14 EN T R A N C E C A N O P Y W I T H T P O R O O F 15 ST O R E F R O N T D O O R 16 FR O S T E D F I L M O N T H I S W I N D O W O N L Y F O R PR I V A C Y 17 3' - 0 " X 3 ' - 0 " H O T W A T E R T A N K I N T A K E E X H A U S T 18 LA U N D R Y E X H A U S T , C O O R D I N A T E W I T H MA N U F A C T U R E R F O R L O U V E R S I Z E S A N D LO C A T I O N S - A L I G N E D G E S O F L O U V E R W I T H WI N D O W A B O V E I F F E A S A S U B L E 19 RO O F A C C E S S D O O R O N S C R E E N W A L L 20 AV A D E K C A N O P Y 21 SC U P P E R , P A I N T E D T O M A T C H A D J A C E N T W A L L 01 IN T E G R A T E D E X T E R I O R W I N D O W A N D P T A C LO U V E R 02 EX T E R I O R C L A D D I N G W I T H W A T E R P R O O F I N G SY S T E M 03 ME T A L C O P I N G 04 EX T E R I O R S T O R E F R O N T W I N D O W S 05 EX T E R I O R C L A D D I N G S Y S T E M B E N E A T H CA N O P Y A N D A D J A C E N T W I N G W A L L S 06 SI N G L E S L I D I N G G L A S S D O O R 07 EL E V A T O R O V E R R U N B E Y O N D 08 8" C A S T S T O N E B A S E 09 EX T E R I O R A L U M I N U M W I N D O W , T Y P . 10 EX T E R I O R H O L L O W M E T A L D O O R S P A I N T E D T O MA T C H W A L L S , T Y P . 11 3/ 4 " C O N T R O L J O I N T 12 3/ 4 " R E V E A L 13 SC R E E N W A L L 14 EN T R A N C E C A N O P Y W I T H T P O R O O F 15 ST O R E F R O N T D O O R 16 FR O S T E D F I L M O N T H I S W I N D O W O N L Y F O R PR I V A C Y 17 3' - 0 " X 3 ' - 0 " H O T W A T E R T A N K I N T A K E E X H A U S T 18 LA U N D R Y E X H A U S T , C O O R D I N A T E W I T H MA N U F A C T U R E R F O R L O U V E R S I Z E S A N D LO C A T I O N S - A L I G N E D G E S O F L O U V E R W I T H WI N D O W A B O V E I F F E A S A S U B L E 19 RO O F A C C E S S D O O R O N S C R E E N W A L L 20 AV A D E K C A N O P Y 21 SC U P P E R , P A I N T E D T O M A T C H A D J A C E N T W A L L 01 IN T E G R A T E D E X T E R I O R W I N D O W A N D P T A C LO U V E R 02 EX T E R I O R C L A D D I N G W I T H W A T E R P R O O F I N G SY S T E M 03 ME T A L C O P I N G 04 EX T E R I O R S T O R E F R O N T W I N D O W S 05 EX T E R I O R C L A D D I N G S Y S T E M B E N E A T H CA N O P Y A N D A D J A C E N T W I N G W A L L S 06 SI N G L E S L I D I N G G L A S S D O O R 07 EL E V A T O R O V E R R U N B E Y O N D 08 8" C A S T S T O N E B A S E 09 EX T E R I O R A L U M I N U M W I N D O W , T Y P . 10 EX T E R I O R H O L L O W M E T A L D O O R S P A I N T E D T O MA T C H W A L L S , T Y P . 11 3/ 4 " C O N T R O L J O I N T 12 3/ 4 " R E V E A L 13 SC R E E N W A L L 14 EN T R A N C E C A N O P Y W I T H T P O R O O F 15 ST O R E F R O N T D O O R 16 FR O S T E D F I L M O N T H I S W I N D O W O N L Y F O R PR I V A C Y 17 3' - 0 " X 3 ' - 0 " H O T W A T E R T A N K I N T A K E E X H A U S T 18 LA U N D R Y E X H A U S T , C O O R D I N A T E W I T H MA N U F A C T U R E R F O R L O U V E R S I Z E S A N D LO C A T I O N S - A L I G N E D G E S O F L O U V E R W I T H WI N D O W A B O V E I F F E A S A S U B L E 19 RO O F A C C E S S D O O R O N S C R E E N W A L L 20 AV A D E K C A N O P Y 21 SC U P P E R , P A I N T E D T O M A T C H A D J A C E N T W A L L 01 IN T E G R A T E D E X T E R I O R W I N D O W A N D P T A C LO U V E R 02 EX T E R I O R C L A D D I N G W I T H W A T E R P R O O F I N G SY S T E M 03 ME T A L C O P I N G 04 EX T E R I O R S T O R E F R O N T W I N D O W S 05 EX T E R I O R C L A D D I N G S Y S T E M B E N E A T H CA N O P Y A N D A D J A C E N T W I N G W A L L S 06 SI N G L E S L I D I N G G L A S S D O O R 07 EL E V A T O R O V E R R U N B E Y O N D 08 8" C A S T S T O N E B A S E 09 EX T E R I O R A L U M I N U M W I N D O W , T Y P . 10 EX T E R I O R H O L L O W M E T A L D O O R S P A I N T E D T O MA T C H W A L L S , T Y P . 11 3/ 4 " C O N T R O L J O I N T 12 3/ 4 " R E V E A L 13 SC R E E N W A L L 14 EN T R A N C E C A N O P Y W I T H T P O R O O F 15 ST O R E F R O N T D O O R 16 FR O S T E D F I L M O N T H I S W I N D O W O N L Y F O R PR I V A C Y 17 3' - 0 " X 3 ' - 0 " H O T W A T E R T A N K I N T A K E E X H A U S T 18 LA U N D R Y E X H A U S T , C O O R D I N A T E W I T H MA N U F A C T U R E R F O R L O U V E R S I Z E S A N D LO C A T I O N S - A L I G N E D G E S O F L O U V E R W I T H WI N D O W A B O V E I F F E A S A S U B L E 19 RO O F A C C E S S D O O R O N S C R E E N W A L L 20 AV A D E K C A N O P Y 21 SC U P P E R , P A I N T E D T O M A T C H A D J A C E N T W A L L GE N E R A L N O T E S SH E E T N O T E S 01 01 01 01 02 04 04 08 08 09 09 10 10 11 12 13 15 17 18 20 20 21 21 21 21 21 03 03 03 03 03 02 02 0202 02 02 07 01 01 08 10 12 03 03 03 02 0202 02 11 SO U T H E L E V A T I O N EA S T E L E V A T I O N Ordinance No. 3529Exhibit “D” – Elevations W4 W4 W4 SF 3 SF 4 1 1. 2 1. 4 1. 6 2 3 3. 2 3. 4 3. 6 4 5 5. 3 10'-0"9'-0"9'-0" 1S T F I N . F L O O R 2N D F I N . F L O O R 3R D F I N . F L O O R PL A T E PL A T E 9'-0"9'-0" 4T H F I N . F L O O R PL A T E RO O F ST A I R R O O F PA R A P E T PL A T E 9'-0" 1'-6" 2'-3"6'-0" 52'-4" W1 W1W1 W1 W1W1 W1 W1W1 W1 W1W1 SIG N A G E RE F E R D E T A I L 4 , A - 3 0 8 W1 W3W3W3 W1 W1 W1 W1 W1 W1W1W1 W1W1 W1 W1 W1 W1 W1 W1 W1 W1 W1 W1W1 W1 W1 W1 W1 W1W1W1 W1 W1 W1W1 W1W1W1 W1W1 W1 W1 SF 6 SF 5 SF 7 10'-0"9'-0"9'-0" 1S T F I N . F L O O R 2N D F I N . F L O O R 3R D F I N . F L O O R PL A T E PL A T E 9'-0"9'-0" 4T H F I N . F L O O R PL A T E RO O F ST A I R R O O F PA R A P E T PL A T E 9'-0" 1'-6" 2'-3"6'-0" 52'-4" AB C D E F G H J K L N O P Q S T NO T E : R O O F MA T E R I A L T O B E WH I T E T P O ME M B R A N E R O O F I N G SC R E E N E D B Y PA R A P E T W A L L S , TY P I C A L . NO T E : I N D I V I D U A L G U E S T RO O M S H V A C U N I T S A R E P T A C UN I T S ( P A C K A G E D T E R M I N A L AIR C O N D I T I O N E R S ) W I T H GR I L L S B U I L T I N T E G R A L T O T H E WIN D O W F R A M E S A N D MA T C H I N G W I N D O W F R A M E FI N I S H . SIG N A G E RE F E R D E T A I L 3 , A - 3 0 8 TO T A L W E S T E L E V A T I O N S F I N C L U D I N G O P E N I N G S : 2 , 6 0 9 S F SI D E ( W E S T ) E L E V A T I O N C A L C U L A T I O N S : EX T E R I O R C L A D D I N G S M O O T H L I M E S T O N E 1 2 " X 2 4 " MA N U F A C T U R E R : C O R O N A D O CO L O R : H A R V A R D G R E Y ST U C C O ( F I N E S A N D T E X T U R E ) P A I N T E D CO L O R : T O M A T C H H A R V A R D G R E Y S T O N E PA N T O N E : C O O L G R A Y 1 C ST U C C O ( F I N E S A N D T E X T U R E ) PA N T O N E : B R I G H T R E D C TO T A L S T O N E : 1, 4 6 8 S F 77 . 2 2 % AR E A B Y M A T E R I A L TO T A L W E S T E L E V A T I O N D O O R S A N D W I N D O W S : 7 0 8 S F MA T E R I A L / C O L O R KE Y EX T E R I O R C L A D D I N G F R E N C H L I M E S T O N E 1 2 " X 2 4 " MA N U F A C T U R E R : C O R O N A D O CO L O R : B L A C K F O R E S T ST U C C O ( F I N E S A N D T E X T U R E ) P A I N T E D CO L O R : T O M A T C H B L A C K F O R E S T S T O N E PA N T O N E : G R A P H I T E 7 5 4 0 C TO T A L ST U C C O : 43 3 S F 22 . 7 8 % TO T A L W E S T E L E V A T I O N E X C L U D I N G O P E N I N G S : 1 , 9 0 1 S F TOTAL NORTH ELEVATION SF INCLUDING OPENINGS: 9,442 SF FRONT (NORTH) ELEVATION CALCULATIONS : EXTERIOR CLADDING SMOOTH LIMESTONE 12"X24"MANUFACTURER: CORONADOCOLOR: HARVARD GREYSTUCCO (FINE SAND TEXTURE) PAINTEDCOLOR: TO MATCH HARVARD GREY STONEPANTONE: COOL GRAY 1 CSTUCCO (FINE SAND TEXTURE)PANTONE: BRIGHT RED C TOTAL STONE : 6,058 SF85.43%AREA BY MATE R I A L TOTAL NORTH ELEVATION DOORS AND WINDOWS: 2,351 SFMATERIAL / COLORKEYEXTERIOR CLADDING FRENCH LIMESTONE 12"X24"MANUFACTURER: CORONADOCOLOR: BLACK FORESTSTUCCO (FINE SAND TEXTURE) PAINTEDCOLOR: TO MATCH BLACK FOREST STONEPANTONE: GRAPHITE 7540 C TOTALSTUCCO:1,100 SF15.51%TOTAL NORTH ELEVATION EXCLUDING OPENINGS: 7,091 SF RE V I S I O N NO . Of Da t e Sh e e t Jo b Sh e e t s 17 0 6 8 R S S A R C H I T E C T S L.L.C. ARLINGTON, TEXAS 76010 103 S. MESQUITE STREET, SUITE B AVID by IHG 3- 2 6 - 1 8 PH: 817/538-9258 DIPLOMAT DRIVE AT DELEGATE DRIVE FARMERS BRANCH, TEXAS PRE L I M I N A R Y PRELIMINARY - FOR REVIEW ONLY LO C . # 1 9 6 6 1 SC A L E : 1 / 8 " = 1 ' - 0 " (D I P L O M A T E D R I V E ) SC A L E : 1 / 8 " = 1 ' - 0 " A- 3 0 7 A. AL L W I N D O W S W I T H L O U V E R S T O B E A N O D I Z E D BR O N Z E W I T H T H E E X C E P T I O N O F A N O D I Z E D AL U M I N U M I N W A L L S W I T H A D J A C E N T R E D P A I N T . B. AL L S T O R E F R O N T F I N I S H E S T O B E A N O D I Z E D AL U M I N U M . C. FO R G L A S S T Y P E S R E F E R T O S P E C I F I C A T I O N S A N D SH E E T G 0 . 2 1 01 IN T E G R A T E D E X T E R I O R W I N D O W A N D P T A C LO U V E R 02 EX T E R I O R C L A D D I N G W I T H W A T E R P R O O F I N G SY S T E M 03 ME T A L C O P I N G 04 EX T E R I O R S T O R E F R O N T W I N D O W S 05 EX T E R I O R C L A D D I N G S Y S T E M B E N E A T H CA N O P Y A N D A D J A C E N T W I N G W A L L S 06 SI N G L E S L I D I N G G L A S S D O O R 07 EL E V A T O R O V E R R U N B E Y O N D 08 8" C A S T S T O N E B A S E 09 EX T E R I O R A L U M I N U M W I N D O W , T Y P . 10 EX T E R I O R H O L L O W M E T A L D O O R S P A I N T E D T O MA T C H W A L L S , T Y P . 11 3/ 4 " C O N T R O L J O I N T 12 3/ 4 " R E V E A L 13 SC R E E N W A L L 14 EN T R A N C E C A N O P Y W I T H T P O R O O F 15 ST O R E F R O N T D O O R 16 FR O S T E D F I L M O N T H I S W I N D O W O N L Y F O R PR I V A C Y 17 3' - 0 " X 3 ' - 0 " H O T W A T E R T A N K I N T A K E E X H A U S T 18 LA U N D R Y E X H A U S T , C O O R D I N A T E W I T H MA N U F A C T U R E R F O R L O U V E R S I Z E S A N D LO C A T I O N S - A L I G N E D G E S O F L O U V E R W I T H WI N D O W A B O V E I F F E A S A S U B L E 19 RO O F A C C E S S D O O R O N S C R E E N W A L L 20 AV A D E K C A N O P Y 21 SC U P P E R , P A I N T E D T O M A T C H A D J A C E N T W A L L 01 IN T E G R A T E D E X T E R I O R W I N D O W A N D P T A C LO U V E R 02 EX T E R I O R C L A D D I N G W I T H W A T E R P R O O F I N G SY S T E M 03 ME T A L C O P I N G 04 EX T E R I O R S T O R E F R O N T W I N D O W S 05 EX T E R I O R C L A D D I N G S Y S T E M B E N E A T H CA N O P Y A N D A D J A C E N T W I N G W A L L S 06 SI N G L E S L I D I N G G L A S S D O O R 07 EL E V A T O R O V E R R U N B E Y O N D 08 8" C A S T S T O N E B A S E 09 EX T E R I O R A L U M I N U M W I N D O W , T Y P . 10 EX T E R I O R H O L L O W M E T A L D O O R S P A I N T E D T O MA T C H W A L L S , T Y P . 11 3/ 4 " C O N T R O L J O I N T 12 3/ 4 " R E V E A L 13 SC R E E N W A L L 14 EN T R A N C E C A N O P Y W I T H T P O R O O F 15 ST O R E F R O N T D O O R 16 FR O S T E D F I L M O N T H I S W I N D O W O N L Y F O R PR I V A C Y 17 3' - 0 " X 3 ' - 0 " H O T W A T E R T A N K I N T A K E E X H A U S T 18 LA U N D R Y E X H A U S T , C O O R D I N A T E W I T H MA N U F A C T U R E R F O R L O U V E R S I Z E S A N D LO C A T I O N S - A L I G N E D G E S O F L O U V E R W I T H WI N D O W A B O V E I F F E A S A S U B L E 19 RO O F A C C E S S D O O R O N S C R E E N W A L L 20 AV A D E K C A N O P Y 21 SC U P P E R , P A I N T E D T O M A T C H A D J A C E N T W A L L 01 IN T E G R A T E D E X T E R I O R W I N D O W A N D P T A C LO U V E R 02 EX T E R I O R C L A D D I N G W I T H W A T E R P R O O F I N G SY S T E M 03 ME T A L C O P I N G 04 EX T E R I O R S T O R E F R O N T W I N D O W S 05 EX T E R I O R C L A D D I N G S Y S T E M B E N E A T H CA N O P Y A N D A D J A C E N T W I N G W A L L S 06 SI N G L E S L I D I N G G L A S S D O O R 07 EL E V A T O R O V E R R U N B E Y O N D 08 8" C A S T S T O N E B A S E 09 EX T E R I O R A L U M I N U M W I N D O W , T Y P . 10 EX T E R I O R H O L L O W M E T A L D O O R S P A I N T E D T O MA T C H W A L L S , T Y P . 11 3/ 4 " C O N T R O L J O I N T 12 3/ 4 " R E V E A L 13 SC R E E N W A L L 14 EN T R A N C E C A N O P Y W I T H T P O R O O F 15 ST O R E F R O N T D O O R 16 FR O S T E D F I L M O N T H I S W I N D O W O N L Y F O R PR I V A C Y 17 3' - 0 " X 3 ' - 0 " H O T W A T E R T A N K I N T A K E E X H A U S T 18 LA U N D R Y E X H A U S T , C O O R D I N A T E W I T H MA N U F A C T U R E R F O R L O U V E R S I Z E S A N D LO C A T I O N S - A L I G N E D G E S O F L O U V E R W I T H WI N D O W A B O V E I F F E A S A S U B L E 19 RO O F A C C E S S D O O R O N S C R E E N W A L L 20 AV A D E K C A N O P Y 21 SC U P P E R , P A I N T E D T O M A T C H A D J A C E N T W A L L 01 IN T E G R A T E D E X T E R I O R W I N D O W A N D P T A C LO U V E R 02 EX T E R I O R C L A D D I N G W I T H W A T E R P R O O F I N G SY S T E M 03 ME T A L C O P I N G 04 EX T E R I O R S T O R E F R O N T W I N D O W S 05 EX T E R I O R C L A D D I N G S Y S T E M B E N E A T H CA N O P Y A N D A D J A C E N T W I N G W A L L S 06 SI N G L E S L I D I N G G L A S S D O O R 07 EL E V A T O R O V E R R U N B E Y O N D 08 8" C A S T S T O N E B A S E 09 EX T E R I O R A L U M I N U M W I N D O W , T Y P . 10 EX T E R I O R H O L L O W M E T A L D O O R S P A I N T E D T O MA T C H W A L L S , T Y P . 11 3/ 4 " C O N T R O L J O I N T 12 3/ 4 " R E V E A L 13 SC R E E N W A L L 14 EN T R A N C E C A N O P Y W I T H T P O R O O F 15 ST O R E F R O N T D O O R 16 FR O S T E D F I L M O N T H I S W I N D O W O N L Y F O R PR I V A C Y 17 3' - 0 " X 3 ' - 0 " H O T W A T E R T A N K I N T A K E E X H A U S T 18 LA U N D R Y E X H A U S T , C O O R D I N A T E W I T H MA N U F A C T U R E R F O R L O U V E R S I Z E S A N D LO C A T I O N S - A L I G N E D G E S O F L O U V E R W I T H WI N D O W A B O V E I F F E A S A S U B L E 19 RO O F A C C E S S D O O R O N S C R E E N W A L L 20 AV A D E K C A N O P Y 21 SC U P P E R , P A I N T E D T O M A T C H A D J A C E N T W A L L GE N E R A L N O T E S SH E E T N O T E S 01 01 01 01 04 04 05 05 07 08 09 11 11 13 14 16 0302 03 03 03 03 02 02 02 02 02 02 01 01 04 04 06 08 09 11 13 13 14 19 03 03 03 02 02 02 02 02 02 (T O W A R D S R E T A I L B U I L D I N G ) NO R T H E L E V A T I O N WE S T E L E V A T I O N Ordinance No. 3529Exhibit “D” – Elevations W1 W3W3W3 W1 W1 W1 W1 W1 W1W1W1 W1W1 W1 W1 W1 W1 W1 W1 W1 W1 W1 W1W1 W1 W1 W1 W1 W1W1W1 W1 W1 W1W1 W1W1W1 W1W1 W1 W1 SF 6 SF 5 SF 7 10'-0"9'-0"9'-0" 1S T F I N . F L O O R 2N D F I N . F L O O R 3R D F I N . F L O O R PL A T E PL A T E 9'-0"9'-0" 4T H F I N . F L O O R PL A T E RO O F ST A I R R O O F PA R A P E T PL A T E 9'-0" 1'-6" 2'-3"6'-0" 52'-4" AB C D E F G H J K L N O P Q S T NO T E : R O O F MA T E R I A L T O B E WH I T E T P O ME M B R A N E R O O F I N G SC R E E N E D B Y PA R A P E T W A L L S , TY P I C A L . NO T E : I N D I V I D U A L G U E S T RO O M S H V A C U N I T S A R E P T A C UN I T S ( P A C K A G E D T E R M I N A L AI R C O N D I T I O N E R S ) W I T H GR I L L S B U I L T I N T E G R A L T O T H E WI N D O W F R A M E S A N D MA T C H I N G W I N D O W F R A M E FI N I S H . SI G N A G E RE F E R D E T A I L 3 , A - 3 0 8 W4 W4 W4 SF 3 SF 4 1 1. 2 1. 4 1. 6 2 3 3. 2 3. 4 3. 6 4 5 5. 3 10'-0"9'-0"9'-0" 1S T F I N . F L O O R 2N D F I N . F L O O R 3R D F I N . F L O O R PL A T E PL A T E 9'-0"9'-0" 4T H F I N . F L O O R PL A T E RO O F ST A I R R O O F PA R A P E T PL A T E 9'-0" 1'-6" 2'-3"6'-0" 52'-4" W1 W1W1 W1 W1W1 W1 W1W1 W1 W1W1 SI G N A G E RE F E R D E T A I L 4 , A - 3 0 8 TO T A L W E S T E L E V A T I O N S F I N C L U D I N G O P E N I N G S : 2 , 6 0 9 S F SI D E ( W E S T ) E L E V A T I O N C A L C U L A T I O N S : EX T E R I O R C L A D D I N G S M O O T H L I M E S T O N E 1 2 " X 2 4 " MA N U F A C T U R E R : C O R O N A D O CO L O R : H A R V A R D G R E Y ST U C C O ( F I N E S A N D T E X T U R E ) P A I N T E D CO L O R : T O M A T C H H A R V A R D G R E Y S T O N E PA N T O N E : C O O L G R A Y 1 C ST U C C O ( F I N E S A N D T E X T U R E ) PA N T O N E : B R I G H T R E D C TO T A L S T O N E : 1, 4 6 8 S F 77 . 2 2 % AR E A B Y M A T E R I A L TO T A L W E S T E L E V A T I O N D O O R S A N D W I N D O W S : 7 0 8 S F MA T E R I A L / C O L O R KE Y EX T E R I O R C L A D D I N G F R E N C H L I M E S T O N E 1 2 " X 2 4 " MA N U F A C T U R E R : C O R O N A D O CO L O R : B L A C K F O R E S T ST U C C O ( F I N E S A N D T E X T U R E ) P A I N T E D CO L O R : T O M A T C H B L A C K F O R E S T S T O N E PA N T O N E : G R A P H I T E 7 5 4 0 C TO T A L ST U C C O : 43 3 S F 22 . 7 8 % TO T A L W E S T E L E V A T I O N E X C L U D I N G O P E N I N G S : 1 , 9 0 1 S F TOTAL NORTH ELEVATION SF INCLUDING OPENINGS: 9,442 SF FRONT (NORTH) ELEVATION CALCULATIONS : EXTERIOR CLADDING SMOOTH LIMESTONE 12"X24"MANUFACTURER: CORONADOCOLOR: HARVARD GREYSTUCCO (FINE SAND TEXTURE) PAINTEDCOLOR: TO MATCH HARVARD GREY STONEPANTONE: COOL GRAY 1 CSTUCCO (FINE SAND TEXTURE)PANTONE: BRIGHT RED C TOTAL STONE:6,058 SF85.43%AREA BY MATER I A L TOTAL NORTH ELEVATION DOORS AND WINDOWS: 2,351 SFMATERIAL / COLORKEYEXTERIOR CLADDING FRENCH LIMESTONE 12"X24"MANUFACTURER: CORONADOCOLOR: BLACK FORESTSTUCCO (FINE SAND TEXTURE) PAINTEDCOLOR: TO MATCH BLACK FOREST STONEPANTONE: GRAPHITE 7540 C TOTALSTUCCO:1,100 SF15.51%TOTAL NORTH ELEVATION EXCLUDING OPENINGS: 7,091 SF RE V I S I O N NO . Of Da t e Sh e e t Jo b Sh e e t s 17 0 6 8 R S S A R C H I T E C T S L.L.C. ARLINGTON, TEXAS 76010 103 S. MESQUITE STREET, SUITE B AVID by IHG 3- 2 6 - 1 8 PH: 817/538-9258 DIPLOMAT DRIVE AT DELEGATE DRIVE FARMERS BRANCH, TEXAS PR E L I M I N A R Y PRELIMINARY - FOR REVIEW ONLY LO C . # 1 9 6 6 1 (T O W A R D S R E T A I L B U I L D I N G ) SC A L E : 1 / 8 " = 1 ' - 0 " (D I P L O M A T D R I V E ) SC A L E : 1 / 8 " = 1 ' - 0 " A- 3 0 7 A. AL L W I N D O W S W I T H L O U V E R S T O B E A N O D I Z E D BR O N Z E W I T H T H E E X C E P T I O N O F A N O D I Z E D AL U M I N U M I N W A L L S W I T H A D J A C E N T R E D P A I N T . B. AL L S T O R E F R O N T F I N I S H E S T O B E A N O D I Z E D AL U M I N U M . C. FO R G L A S S T Y P E S R E F E R T O S P E C I F I C A T I O N S A N D SH E E T G 0 . 2 1 01 IN T E G R A T E D E X T E R I O R W I N D O W A N D P T A C LO U V E R 02 EX T E R I O R C L A D D I N G W I T H W A T E R P R O O F I N G SY S T E M 03 ME T A L C O P I N G 04 EX T E R I O R S T O R E F R O N T W I N D O W S 05 EX T E R I O R C L A D D I N G S Y S T E M B E N E A T H CA N O P Y A N D A D J A C E N T W I N G W A L L S 06 SI N G L E S L I D I N G G L A S S D O O R 07 EL E V A T O R O V E R R U N B E Y O N D 08 8" C A S T S T O N E B A S E 09 EX T E R I O R A L U M I N U M W I N D O W , T Y P . 10 EX T E R I O R H O L L O W M E T A L D O O R S P A I N T E D T O MA T C H W A L L S , T Y P . 11 3/ 4 " C O N T R O L J O I N T 12 3/ 4 " R E V E A L 13 SC R E E N W A L L 14 EN T R A N C E C A N O P Y W I T H T P O R O O F 15 ST O R E F R O N T D O O R 16 FR O S T E D F I L M O N T H I S W I N D O W O N L Y F O R PR I V A C Y 17 3' - 0 " X 3 ' - 0 " H O T W A T E R T A N K I N T A K E E X H A U S T 18 LA U N D R Y E X H A U S T , C O O R D I N A T E W I T H MA N U F A C T U R E R F O R L O U V E R S I Z E S A N D LO C A T I O N S - A L I G N E D G E S O F L O U V E R W I T H WI N D O W A B O V E I F F E A S A S U B L E 19 RO O F A C C E S S D O O R O N S C R E E N W A L L 20 AV A D E K C A N O P Y 21 SC U P P E R , P A I N T E D T O M A T C H A D J A C E N T W A L L 01 IN T E G R A T E D E X T E R I O R W I N D O W A N D P T A C LO U V E R 02 EX T E R I O R C L A D D I N G W I T H W A T E R P R O O F I N G SY S T E M 03 ME T A L C O P I N G 04 EX T E R I O R S T O R E F R O N T W I N D O W S 05 EX T E R I O R C L A D D I N G S Y S T E M B E N E A T H CA N O P Y A N D A D J A C E N T W I N G W A L L S 06 SI N G L E S L I D I N G G L A S S D O O R 07 EL E V A T O R O V E R R U N B E Y O N D 08 8" C A S T S T O N E B A S E 09 EX T E R I O R A L U M I N U M W I N D O W , T Y P . 10 EX T E R I O R H O L L O W M E T A L D O O R S P A I N T E D T O MA T C H W A L L S , T Y P . 11 3/ 4 " C O N T R O L J O I N T 12 3/ 4 " R E V E A L 13 SC R E E N W A L L 14 EN T R A N C E C A N O P Y W I T H T P O R O O F 15 ST O R E F R O N T D O O R 16 FR O S T E D F I L M O N T H I S W I N D O W O N L Y F O R PR I V A C Y 17 3' - 0 " X 3 ' - 0 " H O T W A T E R T A N K I N T A K E E X H A U S T 18 LA U N D R Y E X H A U S T , C O O R D I N A T E W I T H MA N U F A C T U R E R F O R L O U V E R S I Z E S A N D LO C A T I O N S - A L I G N E D G E S O F L O U V E R W I T H WI N D O W A B O V E I F F E A S A S U B L E 19 RO O F A C C E S S D O O R O N S C R E E N W A L L 20 AV A D E K C A N O P Y 21 SC U P P E R , P A I N T E D T O M A T C H A D J A C E N T W A L L 01 IN T E G R A T E D E X T E R I O R W I N D O W A N D P T A C LO U V E R 02 EX T E R I O R C L A D D I N G W I T H W A T E R P R O O F I N G SY S T E M 03 ME T A L C O P I N G 04 EX T E R I O R S T O R E F R O N T W I N D O W S 05 EX T E R I O R C L A D D I N G S Y S T E M B E N E A T H CA N O P Y A N D A D J A C E N T W I N G W A L L S 06 SI N G L E S L I D I N G G L A S S D O O R 07 EL E V A T O R O V E R R U N B E Y O N D 08 8" C A S T S T O N E B A S E 09 EX T E R I O R A L U M I N U M W I N D O W , T Y P . 10 EX T E R I O R H O L L O W M E T A L D O O R S P A I N T E D T O MA T C H W A L L S , T Y P . 11 3/ 4 " C O N T R O L J O I N T 12 3/ 4 " R E V E A L 13 SC R E E N W A L L 14 EN T R A N C E C A N O P Y W I T H T P O R O O F 15 ST O R E F R O N T D O O R 16 FR O S T E D F I L M O N T H I S W I N D O W O N L Y F O R PR I V A C Y 17 3' - 0 " X 3 ' - 0 " H O T W A T E R T A N K I N T A K E E X H A U S T 18 LA U N D R Y E X H A U S T , C O O R D I N A T E W I T H MA N U F A C T U R E R F O R L O U V E R S I Z E S A N D LO C A T I O N S - A L I G N E D G E S O F L O U V E R W I T H WI N D O W A B O V E I F F E A S A S U B L E 19 RO O F A C C E S S D O O R O N S C R E E N W A L L 20 AV A D E K C A N O P Y 21 SC U P P E R , P A I N T E D T O M A T C H A D J A C E N T W A L L 01 IN T E G R A T E D E X T E R I O R W I N D O W A N D P T A C LO U V E R 02 EX T E R I O R C L A D D I N G W I T H W A T E R P R O O F I N G SY S T E M 03 ME T A L C O P I N G 04 EX T E R I O R S T O R E F R O N T W I N D O W S 05 EX T E R I O R C L A D D I N G S Y S T E M B E N E A T H CA N O P Y A N D A D J A C E N T W I N G W A L L S 06 SI N G L E S L I D I N G G L A S S D O O R 07 EL E V A T O R O V E R R U N B E Y O N D 08 8" C A S T S T O N E B A S E 09 EX T E R I O R A L U M I N U M W I N D O W , T Y P . 10 EX T E R I O R H O L L O W M E T A L D O O R S P A I N T E D T O MA T C H W A L L S , T Y P . 11 3/ 4 " C O N T R O L J O I N T 12 3/ 4 " R E V E A L 13 SC R E E N W A L L 14 EN T R A N C E C A N O P Y W I T H T P O R O O F 15 ST O R E F R O N T D O O R 16 FR O S T E D F I L M O N T H I S W I N D O W O N L Y F O R PR I V A C Y 17 3' - 0 " X 3 ' - 0 " H O T W A T E R T A N K I N T A K E E X H A U S T 18 LA U N D R Y E X H A U S T , C O O R D I N A T E W I T H MA N U F A C T U R E R F O R L O U V E R S I Z E S A N D LO C A T I O N S - A L I G N E D G E S O F L O U V E R W I T H WI N D O W A B O V E I F F E A S A S U B L E 19 RO O F A C C E S S D O O R O N S C R E E N W A L L 20 AV A D E K C A N O P Y 21 SC U P P E R , P A I N T E D T O M A T C H A D J A C E N T W A L L GE N E R A L N O T E S SH E E T N O T E S 01 01 01 01 04 04 05 05 07 08 09 11 11 13 14 16 0302 03 03 03 03 02 02 02 02 02 02 01 01 04 04 06 08 09 11 13 13 14 19 03 03 03 02 02 02 02 02 02 NO R T H E L E V A T I O N WE S T E L E V A T I O N Ordinance No. 3529Exhibit “D” – Elevations Of Da t e Sh e e t Jo b Sh e e t s 17 0 6 8 R S S A R C H I T E C T S L.L.C. ARLINGTON, TEXAS 76010 103 S. MESQUITE STREET, SUITE B AVID by IHG 3- 2 6 - 1 8 PH: 817/538-9258 DIPLOMAT DRIVE AT DELEGATE DRIVE FARMERS BRANCH, TEXAS PR E L I M I N A R Y PRELIMINARY - FOR REVIEW ONLY LO C . # 1 9 6 6 1 (F R O M D I P L O M A T D R I V E ) SC A L E : 1 / 8 " = 1 ' - 0 " (F R O M D E L E G A T E D R I V E C U L D E S A C ) SC A L E : 1 / 8 " = 1 ' - 0 " A- 3 0 8 SO U T H W E S T V I E W ( F R O N T ) NO R T H E A S T V I E W ( R E A R ) NO T E : R E N D E R I N G S A R E S H O W N F O R RE F E R E N C E O N L Y - F O R O V E R A L L S H A P E AN D M A S S I N G O F B U I L D I N G . R E F E R EX T E R I O R E L E V A T I O N S S H E E T S A - 3 0 6 AN D A - 3 0 7 F O R M A T E R I A L S A N D CO L O R S . BUILDING SIGN DET A I L NOT TO SCALEBUILDING SIGN DET A I L NOT TO SCALEMONUMENT SIGN DE T A I L NOT TO SCALE REFER SITE PLAN FOR MONUMENT SIGNLOCATION, TYPICAL. MO N U M E N T S I G N T O B E 6 ' W I D E X 4' T A L L ( 2 4 S F ) . Ordinance No. 3529Exhibit “E” – Sign Plan Staff Report City of Farmers Branch Farmers Branch City Hall 13000 Wm Dodson Pkwy Farmers Branch, Texas 75234 File Number: ORD -3516 Agenda Date: 9/25/2018 Status: Public HearingVersion: 1 File Type: OrdinanceIn Control: City Council Agenda Number: I.2 Conduct a public hearing and consider adopting Ordinance No. 3516 for a zoning change from One-Family Residence District-6 (R-6) to Planned Development District No. 102 (PD-102), including but not limited to allowing one-family detached residences and municipally owned facilities, and establishing development standards for an approximate 3.4-acre site located at the southwest corner of Webb Chapel Road and Golfing Green Drive; and take appropriate action. BACKGROUND: The applicant, Henry S. Miller, is proposing to rezone the 3.4-acre property from One-Family Residence District No. -6 (R-6) to Planned Development District No. 102 (PD-102) in order to develop the property into 17 detached single-family homes with private streets on the northern portion of the property, and an amenity area on the southern portion of the property. This Planned Development District No. 102 (PD-102) is specifically designed to allow and provide for detached, zero lot line or standard conventional, single-family residences, developed in a clustered lot pattern with a common usable open space system that is integral part of the development; however, municipal owned facilities are also allowed. The applicant intends to market the proposed development as senior housing. RECOMMENDATION: On August 13, 2018, the Planning and Zoning Commission voted four (4) to two (2) to recommend approval of the proposed Zoning change as described in Ordinance No. 3516. ACTIONS: 1.Motion to adopt Ordinance No. 3516. 2.Motion to adopt Ordinance No. 3516 with the following modifications … 3.Motion to deny Ordinance No. 3516. 4.Motion to continue the discussion to the next meeting. ATTACHMENTS: 1.Aerial Map 2.Location Map 3.Information Memorandum Page 1 City of Farmers Branch Printed on 9/20/2018 File Number: ORD -3516 4.Ordinance No. 3516 5.Conceptual Colored Site Plan 6.Conceptual Elevations and Floor Plans 7.Site Photographs 8.Letters of Opposition 9.August 13, 2018 Planning and Zoning Commission Meeting Minutes (excerpt only - item C.3) Page 2 City of Farmers Branch Printed on 9/20/2018 Information MEMORANDUM TO:Mayor and City Council FROM:Charles S. Cox City Manager DATE:September20, 2018 SUBJECT:Ordinance 3516–Zoning change from One-Family Residence District-6 (R-6) to Planned Development District No. 102 (PD-102)including but not limited to allowing one-family detached residences and municipalowned facilities; and an associated Detailed Site Plan located at 13605 Webb Chapel Road Zoning Request The City has received a request from Henry S. Miller Development Group, the applicant,fora zoning change from One-Family Residence District-6 (R-6) to Planned Development District No. 102 (PD-102), including but not limited to allowing one-family detached residences and municipal owned facilities, and establishing development standards. The subject property is an approximate 3.4-acre site located at the southwest corner of Webb Chapel Road and Golfing Green Drive.This request includes an associated Detailed Site Plan. The subject property is a city-owned property and is currently anundeveloped lot, being used as additional parking lot for the Farmers Branch Manske Librarylocated to the north of the site.To the south, istheFarmers Branch Fire Station No. 1. To the east and west of the site,there are single-family residential neighborhoods. Proposed Zoning Change/ PD-102 The applicant is proposing to divide the3.4-acreproperty into two (2) lots as follows: The northern lot, Tract A, will be comprised of 2.7 acres and will contain seventeen (17) single-family residential lots. All lots will have the main access from two (2) internal private streets that will connect to Webb Chapel Road and Golfing Green Drive. The southern lot, Tract B, will be comprised of 0.7 acres and will be developed as an outdoor amenity area for the newly-created residential neighborhood. This amenity area will be accessible from the interior private streets. Tract B will continue to be a city-owned property and it may be used for municipalowned facilitiesin the future. The applicant is proposing to createPlanned Development District No. 102 (PD-102) containing the following standards: Land Uses PD-102 proposes detached single-family residences either in a standard conventional configuration (i.e. structure centered on the lot) or a zero lot line configuration, and municipal owned facilities as uses allowed by right. Building Area and Lot Dimensions PD-102 will allow lots minimum 4,000 square feet in area. Thedwelling unitsshall be aminimum 1,300 square feet in area and maximum two (2) stories in height. PD-102 establishes building setback lines making a distinction in requirements for lots along public streets. PD-102 requires all development to follow the minimum standards as follows: Each lot must contain a minimum of 4,000 square feet of area Each lot must be at least 40 feet in width Each lot must be at least 100 feet in depth The minimum front yard setback is 15 feetwiththe garages setback a minimum22 feet The minimum side yard setback is 5 feet; lots adjacent to Webb Chapel Road and Golfing Green Drive shall have a minimum 15 feet side setback The minimum side yard setback for zero lot line development is 10 feet for the non-zero side of the lot; lots adjacent to Webb Chapel Road and Golfing Green Drive shall have a minimum 15 side setback The minimum rear yard setback 5 feet; lots adjacent to Golfing Green Drive shall have a minimum 15 feet rear setback Maximum lot coverage is 85% Minimum house size of 1,300 square feet The first single-family residence constructed within the zoning district shall determine the lot development type (i.e. zero lot line or standards conventional). Parking PD-102 requires each dwelling unit to contain a minimum one enclosed parking space and, in addition, a 0.5 parking space per single-family lot for visitor parking.No garages are allowed on façades facing public streets. Design Elements and Building Materials PD-102 requires all building elevations facing Webb Chapel Road and Golfing Green Drive to have an architectural treatment similar to the front elevation. Each building elevation shall be constructed of minimum 75% masonry as defined in the City’s Masonry Ordinance. Landscape PD-102 establishes landscaping requirements for each lot and for common areas along public streets. Street trees shall be planted for each 40 feet of street frontage. Each lot shall contain at least one large caliper shade tree. All mechanical equipment shall be screened with evergreen hedges from public view. Private Streets, Sidewalks and HOA Requirement PD-102 requires all streets to be built to City’s standards for public streets and requires sidewalks to be installed along Webb Chapel Road and Golfing Green Drive. PD-102requires the establishment of aHome Owners Association (HOA) that will be responsible for the maintenance of all common areas, including landscaping, screening walls, streets and parking areas. Comprehensive Plan The Comprehensive Plan for the Central Area, the Central Area Plan,wasadopted by the City of Farmers Branch in August2012. The Central Area Plan was created to guide and direct the future development decisions and to serve as a flexible long-range planning tool that guides the growth and physical development of the CentralArea. The Central Area Planintroduces the planning concept of Life-Cycle Housing,which describes cities that strive to provide a variety of housing for the full life cycle of citizens and to meet the needs of different segments of the population –people of different ages, socio-economic levels, and employment levels. The Central Area Plan emphasizes on the need that Farmers Branch becomesa more sustainable community bystriving to provide a wide variety of housing types throughout its neighborhoods. Additionally, the Plan furtherdescribes patio homes as a one housing optionthatshouldbe introduced in the existing single-family neighborhoods.Patio homes are typically located on zero lot line lots with minimal yard areas. The Central Area Planalso recognizes townhomes, multi-unit homes, loft apartments, mother-in-law suites, independent senior living and assisted senior living housing types, as appropriate housing types. The proposed zoning change from One-Family Residence District-6 (R-6) to Planned Development District No. 102 (PD-102)is consistent with the recommendations ofthe Central Area Plan. Public Response Staff mailed 35zoning notification letters on July 3, 2018. Two(2) zoning notification signs were also placed on the site on the same day. Additionally, the required public hearing notice was published in the Dallas Morning News on August 4, 2018.Staff has received three lettersof opposition for this zoning amendment. Recommendation On August 13, 2018, the Planning and Zoning Commission votedfour (4) to two (2)to recommend approval of the proposed Zoning change as presented in Ordinance No. 3516. Possible Council Action: 1.Motion to adopt Ordinance No. 3516. 2.Motion to adopt Ordinance No. 3516 with the following modifications… 3.Motion to deny Ordinance No. 3516. 4.Motion to continue discussion at the next meeting. ORDINANCE NO. 3516 AN ORDINANCE OF THE CITY OF FARMERS BRANCH, TEXAS, AMENDING THE COMPREHENSIVE ZONING ORDINANCE OF THE CITY OF FARMERS BRANCH, TEXAS, AS HERETOFORE AMENDED; RELATING TO THE DEVELOPMENT AND USE OF A 3.4± ACRE TRACT OF LAND OUT OF THE ROBERT J. WEST SURVEY, ABSTRACT NO. 1576, DESCRIBED IN EXHIBIT “A” HERETO, BY CHANGING THE ZONING FROM ONE-FAMILY RESIDENCE DISTRICT-6 (R-6) TO PLANNED DEVELOPMENT NO. 102 (PD-102) ZONING DISTRICT; ADOPTING DEVELOPMENT STANDARDS AND A DETAILED SITE PLAN; PROVIDING A SAVINGS CLAUSE; PROVIDING A SEVERABILITY CLAUSE; PROVIDING A CONFLICTS RESOLUTION CLAUSE; PROVIDING FOR INJUNCTIVE RELIEF; PROVIDING FOR A PENALTY OF FINE NOT TO EXCEED TWO THOUSAND DOLLARS ($2,000.00); AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the Planning and Zoning Commission of the City of Farmers Branch and the governing body of the City of Farmers Branch, in compliance with the laws of the State of Texas and the ordinances of the City of Farmers Branch, have given requisite notice by publication and otherwise, and after holding due hearings and affording a full and fair hearing to all property owners generally and to all persons interested and situated in the affected area and in the vicinity thereof, the governing body, in the exercise of the legislative discretion, has concluded that the Comprehensive Zoning Ordinance and Zoning Map should be amended; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FARMERS BRANCH, TEXAS, THAT: SECTION 1. The Comprehensive Zoning Ordinance of the City of Farmers Branch, Texas, and the Zoning Map of the City of Farmers Branch, as previously amended, is hereby further amended relating to the development and use of a 3.4± acre tract of land out of the Robert J. West Survey, Abstract No. 1576, City of Farmers Branch, Dallas County, Texas, described in Exhibit “A,” attached hereto and incorporated herein by reference (“the Property”), from One-Family Residence District-6 (R-6) to Planned Development No. 102 (PD-102) zoning district, development of which shall be subject to Section 2, below. SECTION 2. In addition to applicable provisions of the Comprehensive Zoning Ordinance, the Property shall be used and developed in compliance with the following development and use regulations: A. DETAILED SITE PLAN. The Property shall be used and developed substantially in conformance with the Detailed Site Plan attached hereto as Exhibit “B” and incorporated herein by reference (“the Detailed Site Plan”). B. LAND USES (1) Principal Uses: The Property may be used and developed solely for the following Principal Uses, all other uses being prohibited except as otherwise authorized by this Ordinance: (a) Detached Single-Family Residences located only on Tract A of the Property as shown on the Detailed Site Plan, which may be allowed to be developed as zero lot line residences in accordance with this Ordinance. (b) Local Government Public Facilities as allowed within the One-Family Residence District-6 (R-6). (2) Accessory Uses: The Property may be used and developed with the following Accessory Uses which shall be designed to serve and used only in association with the development of the Property with the authorized Principal Uses: (1) Common Areas, Amenity Centers or similar facilities located on Tract B as shown on the Detailed Site Plan; and (2) Parking lot or structure. (3) Accessory Buildings: The construction or installation of accessory buildings and structures on the Property is prohibited. C. DEVELOPMENT STANDARDS The Property shall be developed in accordance with the development standards applicable to property within a One-Family Residence District-6 (R-6) except as follows: (1) Building Area and Lot Area Dimensions: The Property shall be developed in accordance with the following building area and lot dimensions: (a) Minimum lot area: 4,000 square feet. (b) Minimum lot width: 40 feet (c) Minimum lot depth: 100 feet (d) Minimum dwelling unit area: 1,300 square feet (e) Maximum lot coverage: 85% (2) Building Height: Buildings shall be constructed with a maximum two (2) stories and shall not exceed 35 feet in height. (3) Lot Setbacks: (a) Front Yard Setback: The minimum front yard setback shall be fifteen (15) feet as measured from the property line. (b) Side Yard Setbacks: The minimum side yard setback shall be five (5) feet as measured from the side property line except as follows: (i) The side yard setback for lots adjacent to Webb Chapel Road or Golfing Green shall be minimum fifteen (15) feet as measured from the property line/street right-of-way line. (ii) If the Property is developed as a detached single family residential development with a zero side lot line: (1) the side setback for the zero side of the lot shall be zero (0) feet; (2) the non-zero side of the lot shall have a minimum side setback of ten (10) feet; provided, however, lots with a side yard adjacent to the Webb Chapel Road or Golfing Green Drive right-of-way must still comply with paragraph (b)(i), above. (iii) Tract A of the Property may be developed with zero lot line side setbacks only if the first single-family residence constructed on the Property is constructed with side yard setbacks in conformance with paragraph (b)(ii), above, in which case all lots within Tract A must be developed with zero lot side setbacks in compliance with paragraph (b)(ii). If the first single family residence constructed on Tract A is not constructed with zero lot line side setbacks as set forth in paragraph (b)(ii), then all lots within Tract A must be constructed with side setbacks in compliance with the other provisions of this paragraph (b). (c) Rear Yard Setbacks: The minimum rear yard setback shall be five (5) feet as measured from the rear property line; provided, however, for lots with a rear yard adjacent to Golfing Green Drive, the minimum rear setback shall be fifteen (15) feet as measured from the property line/street right-of-way line. (d) Buildable Area: An open area of not less than ten percent (10%) of total buildable area of a lot shall be preserved on each single-family residential lot. “Buildable area” for purposes of this ordinance means the area of the lot that the building may occupy exclusive of any required building setbacks. (e) Garages and Parking: (i) Garages shall be setback not less than twenty-two (22) feet from the property line of the lot, and the face of the garage shall be setback a minimum of five (5) feet or greater than that of the main structure. (ii) Garages on lots adjacent to Golfing Green Drive shall not be accessible from Golfing Green Drive. (iii) Each single-family dwelling unit must be constructed with not less than one (1) parking space enclosed within an attached garage. (iv) Tract A shall be developed with a parking lot open and available for visitors to the Property containing not less than 0.5 parking spaces for each lot (excluding lots constituting common areas, open spaces, or private streets) developed on Tract A. (v) Carports, recreational vehicle covers, and other similar structures, whether attached or not attached to the main structure, are prohibited. (f) Encroachments: No portion of the structure, including roof eaves, may encroach into any utility easement. (4) Design Elements: Building elevations facing Webb Chapel Road and Golfing Green Drive shall have an architectural treatment similar to the front elevation. No blank walls shall face Webb Chapel Road and Golfing Green Drive in lengths greater than twenty (20) linear feet. Design treatments to eliminate blank façades may include items such as transparent windows and doors, awnings and other architectural elements. (5) Building Materials: All building elevations shall be constructed with not less than 75% masonry material as required by Section R703.1 of the International Residential Code as added by City Code of Ordinances Section 22-101. (6) Screening: (a) Screening walls installed on the Property must be one of the following types: masonry walls, wood or ornamental tubular steel. (b) A screening wall or fence not less than six (6) feet and not more than eight (8) feet in height shall be constructed as follows: (1) Along the West property line of the Property; (2) Along the South property line of Tract B; (3) Along the East property line of Tract B; and (4) Along the North property line of the City’s Fire Station property. (c) Any fence constructed along Webb Chapel Road and/or Golfing Green Drive shall be constructed only with ornamental tubular steel and shall not exceed six (6) feet in height from the lot elevation. (d) Pedestrian access/gates may be installed within any fence or wall constructed on lots adjacent to Golfing Green Drive. (e) All mechanical equipment shall be screened from public view. Evergreen hedges may be used for screening of mechanical equipment provided that a solid screening hedge is achieved within two years of planting. (7) Landscaping: (a) Prior to issuance of the first certificate of occupancy or approval of final inspection of any dwelling unit constructed on the Property, shade trees shall be planted along the entire length of Webb Chapel Road and Golfing Green Drive adjacent to the Property at a distance between trees of not greater than forty feet (40’) on center. (b) A Landscape Plan showing the proposed locations and species of trees to be planted along Webb Chapel Road and Golfing Green Drive shall be submitted for review and approval by the Planning Director or appointed designee prior to planting any trees along Webb Chapel Road or Golfing Green Drive. (c) One shade tree shall be planted within the front yard of each single-family lot prior to the issuance of a certificate of occupancy or approval of the final inspection for the dwelling unit constructed on said lot. (d) Plant material species shall be selected from the Recommended Plant Material list included in the Comprehensive Zoning Ordinance. (e) All landscaped areas shall be fully irrigated with an automatic irrigation system installed prior to issuance of a certificate of occupancy or approval of a final inspection for (i) with respect to landscaped common areas and open spaces, any dwelling unit constructed on the Property, of, and (ii) with respect to landscaped areas on the residential lot for which such certificate of occupancy or final inspection approval is sought, the dwelling unit constructed on said lot. (f) All landscaping shall be maintained in a living growing condition. Any landscaping that is removed must be replaced with the same or comparable species and caliper plant, as when it was originally installed. (g) All trees required to be planted in accordance with this Subsection (7) shall have a main truck diameter of not less than three (3) caliper inches at the time of planting, measured four and one-half feet (4.5’) above the top of the soil grade. (8) Private Streets: Tract A may be developed with private streets internal to Tract A subject to the following: (a) The private streets must be constructed with concrete and otherwise comply with the City’s design standards for the design and construction of public residential streets within an R-6 Zoning District; (b) The private streets must be encumbered with an easement at the time of approval of the plat of the Property providing access for emergency vehicles, public and private utility maintenance and service personnel, the City’s solid waste collection contractor, the United States Postal Service, and government employees in pursuit of their official duties. (c) The plat of the Property shall contain the following wording on the face of the plat: "The streets shown on this plat have not been dedicated to the public for public access nor accepted by the City as public improvements and shall be maintained by the homeowners' association established in association with the development of this property. Said private streets shall always be open to emergency vehicles, public and private utility maintenance and service personnel, the United States Postal Service, the City’s solid waste collection contractor, and governmental employees in the completion of their official duties." (d) The type of gate or controlled access mechanism used to control access to the private streets is subject to the approval of the City fire marshal and subject to Detailed Site Plan approval. (e) All building lines and setbacks as required by the Ordinance shall be measured from the out edges of the private streets shown on the plat of the Property. (f) The width of the private street easement shall be subject to approval of a Detailed Site Plan. (g) The portion of the Property established for private streets shall be platted as one or more separate common area lots and shall not be a part of any residential lot. (h) The HOA established in accordance with Section 2.E., below, shall be solely responsible for the maintenance, repair, and replacement of the private streets authorized by this paragraph (8). (9) Sidewalks: Sidewalks shall be constructed along Webb Chapel Road and Golfing Green Drive in accordance with the City’s standards for the design and construction of sidewalks, the location, width, and design of which sidewalk shall be in accordance with the Detailed Site Plan. Construction of all required sidewalks must be completed and accepted by the City prior to issuance of a certificate of occupancy or approval of final inspection of any dwelling unit constructed on the Property. D. Detailed Site Plan Amendments: (1) The Detailed Site Plan attached hereto as Exhibit “B” and incorporated herein by reference, is hereby approved and made a part of this ordinance and establishes the general development intent for the Property, including general street layout, primary block configuration, conceptual building shape and layout on each block, general location of public and private parks and amenities, parking arrangement, and generalized public use and access easements. (2) Any significant deviation from the Detailed Site Plan not constituting a Minor Modification shall require an amendment to the Detailed Site Plan in accordance with the procedures required for a zoning amendment. The City Planning Director shall make the initial determination as to whether a requested change constitutes a Minor Modification. (3) For purposes of this Ordinance, a “Minor Modification” to the Detailed Site Plan is a change to the development and design standard of this Ordinance or the Comprehensive Zoning Ordinance, whichever is applicable, that is determined to meet the goals and intent of PD-102 as set forth in this Ordinance. A Minor Modification may be approved administratively by the City Planning Director if, and only if, the Minor Modification: (a) Does not materially change the circulation and building locations shown on the Detailed Site Plan; or (b) Does not increase the building area permitted under this Ordinance; or (c) Does not materially alter the relationship between the buildings and the internal streets through the alteration of minimum setback requirements; or (d) Does not allow a use not otherwise authorized by this Ordinance; or (e) Does not increase the allowable intensity or density of any land use under this Ordinance; or (f) Does not otherwise effectively result in an amendment to the Comprehensive Zoning Ordinance to an extent beyond the amendments established by this Ordinance. (4) The City Planning Director shall have the right to present any Detailed Site Plan amendment to the Planning and Zoning Commission and City Council for approval, even if it constitutes a Minor Modification. (5) An application for an amendment to the Detailed Site Plan shall include at least the following: (a) A vicinity map at a scale of 1”=1,000’ as part of the Concept Plan, showing size, boundary configuration and ownership of all land immediately adjacent to the Property. (b) A boundary survey of the Property including the following: (i) Metes and bounds of all boundary lines of the Property; (ii) Total land area within the Property; (iii) Graphic scale and north arrow; (iv) Names and route number of boundary streets and rights-of-way; (v) Existing topography with a maximum contour interval of two feet; (c) A copy of the warranty deed showing current ownership of the Property; (d) A generalized land use plan showing approximate location of proposed land uses, circulation corridors, and public utility corridors, including a statement of maximum allowable building area and parking space and anticipated building heights. (e) An aerial photograph of the Property and all adjacent properties within 500- feet, stating date of photograph. E. HOMEOWNER’S ASSOCIATION AND RESTRICTIVE COVENANTS: (1) Declaration of Covenants, Conditions, and Restrictions Generally: No plat or the Property shall be approved unless and until the owner of the Property has: (a) Prepared, signed, and recorded in the Official Public Records of Dallas County, Texas (or, alternatively, signed in recordable for and delivered to the Director of Planning to be recorded with the approved plat) a set of covenants, conditions, and restrictions (“CCR’s”) setting forth private restrictive covenants governing the use and development of the Property that complies with the provisions of this Section 2.E. and which have been approved as to form by the City Attorney; and (b) Established in accordance with state law and the CCR’s a homeowner’s association (“HOA”) with the minimum authority and obligations set forth in this Section 2.E. (2) Contents of CCR’s: At a minimum, the CCR’s and other documents establishing and creating the HOA shall contain and/or provide for the following: (a) Definitions of terms contained therein; (b) Provisions acceptable to the City for the establishment and organization of the HOA and the adoption of bylaws for the HOA, including provisions requiring that the owner(s) of every lot within the Property and any successive purchaser(s) of said lots shall automatically and mandatorily become a member of the HOA; (c) The initial term of the CCR’s establishing and creating the HOA shall be for not less 25 years and shall automatically renew for successive ten-year periods; provided such renewal clause shall not be required if the CCR’s are by their terms perpetual; (d) The HOA may not be dissolved without the prior written consent of the City; (e) Provisions acceptable to the City to ensure the continuous and perpetual use, operation, maintenance and/or supervision of by the HOA of all private streets, facilities, structures, improvements, systems, open space, and common areas that are used and operated in common with all owners of lots within the Property (collectively, “the Common Improvements”); (f) Provisions prohibiting the amendment of any portion of the HOA creation or governing documents or CCR’s relating to the use, operation, maintenance and/or supervision of the Common Improvements that are the responsibility of the HOA without the prior written consent of the City; (g) Provisions requiring that should the HOA fail to carry out its duties as specified in the CCR’s or this Ordinance relating to the maintenance, repair, and replacement of the Common Improvements, the City or its lawful agents shall have the right and ability, after due notice to the HOA, to perform the responsibilities of the HOA if the HOA fails to do so in compliance with any of the provisions of this Ordinance or of any applicable City ordinances, regulations or agreements with the City and to assess the HOA or the lot owners within the Property for all costs incurred by the City in performing said responsibilities, and the City shall further have any and all liens and lien rights granted to the HOA to enforce the assessments required by CCR’s and/or to avail itself of any other enforcement actions available to the City pursuant to state or City ordinances and regulations; (h) The right and ability of the City or its lawful agents, after due notice to the HOA, to remove any landscape systems, features or elements that cease to be maintained by the HOA; to perform the responsibilities of the HOA and its board of directors if the HOA fails to do so in compliance with any provisions of the agreements, covenants or restrictions of the HOA or of any applicable city codes or regulations; (i) Provisions indemnifying and holding the City harmless from any and all costs, expenses, suits, demands, liabilities or damages including attorney's fees and costs of suit, incurred or resulting from the City's removal of any landscape systems, features or elements that cease to be maintained by the HOA or from the City's performance of the aforementioned operation, maintenance or supervision responsibilities of the HOA due to the HOA’s failure to perform said responsibilities; (j) The CCR’s must in substance state that the streets within the development are private, owned and maintained by the HOA, and that the City has no obligation to maintain or reconstruct the private streets; (k) The CCR’s shall include a statement indicating that the City may, but is not obligated to, inspect the private streets and to require repairs necessary to ensure that the same are maintained to City standards or as otherwise required by this Ordinance; (l) The CCR’s shall state in substance that certain City services shall not be provided on the private streets within the Property including, but not limited to, routine police patrols, enforcement of traffic and parking ordinances, and preparation of accident reports. (3) Reserve Fund: The CCR’s must provide for the establishment and funding of one or more reserve funds for the maintenance, repair, and replacement the Common Improvements, including, but not limited to, all private streets and other improvements such as common greenbelts, security station structures and equipment, and other significant HOA infrastructure. This reserve fund shall not be commingled with any other HOA fund. The balance of the reserve fund shall be equal to the total replacement cost of the private streets and other improvements divided by the average life expectancy of those improvements times the age of the improvements. The HOA shall have an annual review performed by a certified public accounting firm verifying the amount in the reserve fund and the adequacy of such fund. The replacement cost of the Common Improvements, especially the private streets, will be updated each year to current costs. A copy of this review shall be provided to the City. If the private streets are at any time converted to public streets, the reserve fund shall become the property of the City. SECTION 3. In the event of an irreconcilable conflict between the provisions of another previously adopted ordinance of the City of Farmers Branch and the provisions of this Ordinance as applicable to the use and development of the Property, the provisions of this Ordinance shall be controlling. SECTION 4. Should any sentence, paragraph, subdivision, clause, phrase or section of this Ordinance be adjudged or held to be unconstitutional, illegal or invalid, the same shall not affect the validity of this Ordinance as a whole, or any part or provision thereof other than the part so decided to be invalid, illegal or unconstitutional, and shall not affect the validity of the Comprehensive Zoning Ordinance as a whole. SECTION 5. An offense committed before the effective date of this ordinance is governed by prior law and the provisions of the Comprehensive Zoning Ordinance, as amended, in effect when the offense was committed and the former law is continued in effect for this purpose. SECTION 6. That any person, firm or corporation violating any of the provisions or terms of this Ordinance shall be subject to the same penalty as provided for in the Comprehensive Zoning Ordinance of the City of Farmers Branch, as heretofore amended, and upon conviction shall be punished by a fine not to exceed the sum of Two Thousand Dollars ($2,000) for each offense; and each and every day such violation shall continue shall be deemed to constitute a separate offense. SECTION 7. This Ordinance shall take effect on the later of (1) passage of this Ordinance and the publication of the caption, as the law and charter in such case provide and (2) the date a deed conveying title to the Property by the City to the Farmers Branch Local Government Corporation is recorded in the Official Public Records of Dallas County, Texas; provided, however, if this Ordinance does not become effective on or before the date that is one year after is approval by the City Council, this Ordinance shall expire and be repealed without the changes in zoning described in Sections 1 and 2 becoming effective. DULY PASSED BY THE CITY COUNCIL OF THE CITY OF FARMERS BRANCH, TEXAS, ON THIS DAY, THE 21ST OF AUGUST 2018. ATTEST: APPROVED: _____________________________ ______________________________ Amy Piukana, City Secretary Robert C. Dye, Mayor APPROVED AS TO FORM: ______________________________ Peter G. Smith, City Attorney (kbl:8/10/18:101760) Ordinance No. 3516 Exhibit “A” Description of Property TRACT A: BEING all of that certain lot, tract or parcel of land situated in the ROBERT J. WEST SURVEY, ABSTRACT NO. 1576, City of Farmers Branch, Dallas County, Texas and being part of that same tract of land described in deed to the City of Farmers Branch, Texas, recorded in Instrument No. 201000177714 of the Deed Records of Dallas County, Texas, and said tract being more particularly described as follows: BEGINNING at a cross cut at the northeast corner of the said City of Farmers Branch, Texas property, and being at the present intersection of the west R.O.W. line of Webb Chapel Road (a variable width R.O.W.) with the south R.O.W. line of Golfing Green Drive; THENCE S 00°41'11" E, 249.66' along the west line of Webb Chapel Road, 40' west of and parallel with its centerline to a cross cut for corner; THENCE S 89°36'49" W, 469.93' to a 5/8" iron rod set for corner in the east line of Lot 9, Block 18 of Valwood Park 11th Installment Addition, an addition to the City of Farmers Branch, Texas, recorded in Volume 40, Page 225 of the Map Records of Dallas County, Texas; THENCE N 00°42'11" W, 249.66' along the east line of Block 18 of said Valwood Park 11th Installment Addition to a 5/8" iron rod set for corner in the south line of Golfing Green Drive; THENCE N 89°36'45" E, 470.00' along the south line of the Golfing Green Drive to the POINT OF BEGINNING and containing 117,329.72 square feet or 2.6935 acres of land. TRACT B: Starting at a POINT OF BEGINNING located at the southwest corner of an approximate 4.9-acre tract owned by the City of Farmers Branch, said point also being the northwest corner of Lot 5, Block 18 of the Valwood Park 11 Addition, and addition to the City of Farmers Branch, and continuing east along the south property line of said approximate 4.9-acre tract for an approximate distance of 131 feet. THENCE continuing in a northerly direction for an approximate distance of 205 feet to the south line of Tract A (as described in the Tract A legal description attached hereto this Ordinance) to a point, said point being an approximate distance of 399 feet west of the west right-of-way line of Webb Chapel Road. THENCE continuing in a westerly direction for an approximate distance of 131 feet along the south property line of Tract A (as described in the Tract A legal description attached hereto this Ordinance) to a point, said point being approximately 22 feet south of the northeast corner of Lot 9, Block 18 of the Valwood Park 11 Addition, an addition to the City of Farmers Branch, along the east property line of said Lot 9. THENCE continuing in a southerly direction along the eastern boundary of Lot 9, Block 18 of the Valwood Park 11 Addition, an addition to the City of Farmers Branch, and continuing along the eastern boundary of the Valwood Park 11 Addition to a point, said point being the northwest corner of Lot 5, Block 18 of the Valwood Park 11 Addition, to the point of beginning (containing an approximate 0.62 acres). PROPERTY LINE 8 FT. MASONRY WALL FIRE STATION 15' SETBACK 46' x 107' 46' x 118' 46' x 105' TRACT 'A' TRACT 'B' EXISTING OPEN CHANNEL 0.7 ACRES 2.7 ACRES AMENITY PAVILION 15' REAR SETBACK 8' S I D E W A L K O/ RETAINING WALL WOOD FENCE O/ RETAINING WALL ORNAMENTAL IRON FENCE O/ RETAINING WALL EXISTING SIDEWALK 9' x 20' 24 9 . 6 6 ' ( T R A C T ' A ' ) 470.00' (TRACT 'A') 469.93' (TRACT 'A') 131.00' (TRACT 'B') 20 5 . 0 0 ' (T R A C T ' B ' ) 20 5 . 0 0 ' (T R A C T ' B ' ) 1 2 3 4 5 6 789101112 ORNAMENTAL IRON FENCE 15' FRONT BLDG SETBACK UTIL. ESMT. 24 ' WI D E L A N E 24' WIDE LANE UTIL. ESMT. 13 14 15 16 17 22 ' G A R A G E S E T B A C K 15 ' F R O N T B L D G S E T B A C K 22' GARAGE SETBACK 15' FRONT BLDG SETBACK 15 ' SE T B A C K GOLFING GREEN DRIVE WE B B C H A P E L R O A D 24 9 . 6 6 ' (T R A C T ' A ' ) 22' GARAGE SETBACK OVERALL ACREAGE 3.4 ACRES TRACT 'A' (RESIDENTIAL) 2.7 ACRES TRACT 'B' (AMENITY) 0.7 ACRES DEVELOPMENT INFORMATION: ORNAMENTAL IRON FENCE O/ RETAINING WALL 8 FT. MASONRY WALL 8 5' REAR SETBACK 15' R.O.W. DEDICATION 15' SETBACK 15' R.O.W. DEDICATION ORNAMENTAL IRON FENCE 17 SINGLE FAMILY DETACHED HOMES MINIMUM LOT AREA : 4000 S.F. (40' x 100') MINIMUM HOUSE AREA: 1,300 S.F. MAXIMUM LOT COVERAGE: 85% 7 9' x 20' 26' RADI U S (TYP I C A L ) 8' S I D E W A L K 15 ' SE T B A C K 8. 5 ' 5' S I D E W A L K 5' S I D E W A L K 5' R E A R S E T B A C K PRIVATE STREET EASEMENT & FIRE LANE PR I V A T E S T R E E T E A S E M E N T & F I R E L A N E EASEMENT NOTES: 1.A blanket public utility easement for the service, maintenance, and/or repair of existing utility infrastructure, is hereby dedicated to all service providers, their successors and assigns, together with a blanket access easement for the CITY OF FARMERS BRANCH and easement for the CITY OF FARMERS BRANCH POLICE DEPARTMENT to enforce trac laws, over all platted lots and common areas within The Enclave at Brookhaven development. 2.A blanket public utility easement for the service, maintenance, and/or repair of existing utility infrastructure, is hereby dedicated to all service providers, their successors and assigns, over all platted lots and common areas within the Enclave at Brookhaven development, to the outside face of structure. 3.A blanket maintenance easement is hereby reserved by HSM MULTIFAMILY DEVELOPMENT, LLC, their successors and assigns, over all platted lots and common areas within The Enclave at Brookhaven development, to the outside face of structure. TH E E N C L A V E A T B R O O K H A V E N SITE LOCATION MAP DETAILED SITE PLAN SCALE: 1" = 30'-0" SCALE: N.T.S.1 OF 1 PR O J E C T L O C A T I O N : SW C O R N E R O F WE B B C H A P E L R D . & G O L F I N G G R E E N D R FA R M E R S B R A N C H , T E X A S 7 5 2 3 4 CITY OF FARMERS BRANCH 13000 William Dodson Pkwy Farmers Branch, Texas 75234 HSM MULTIFAMILY DEVELOPMENT, LLC 14001 Dallas Parkway, 11th Floor Dallas, Texas 75240 214.502.9773PR O P O S E D PR O P E R T Y O W N E R CU R R E N T PR O P E R T Y O W N E R MONTEBELLO COMPANY, LLC 1209 E. Belknap Street Fort Worth, Texas 76120 214.514.2596DE S I G N E R / PL A N N I N G M A N A G E R MARSHALL GAGE, LLC 207 E. Virginia, Suite 216 Mckinney, Texas 75069 972.542.1222 CI V I L EN G I N E E R 8 F T . MA S O N R Y W A L L WO O D F E N C E O / RE T A I N I N G W A L L EXISTING 10'-0" UTILITY ESMT EX I S T I N G 1 0 ' - 0 " U T I L I T Y E S M T EXISTING 10'-0" UTILITY ESMT EXISTING 10'-0" UTILITY ESMT Or d i n a n c e N o . 3 5 1 6 Ex h i b i t “ B ” De t a i l e d S i t e P l a n FIRE STATION 46' x 107' TRACT 'A' TRACT 'B' 0.7 ACRES 2.7 ACRES AMENITY PAVILION 9' x 20' GOLFING GREEN DRIVE WE B B C H A P E L R O A D 8 7 789101112 13 14 15 16 17 2 3 4 5 61 46' x 118' 46' x 105' NO R T H SCHEMATIC SITE PLAN RENDERING THE ENCLAVE AT BROOKHAVEN MONTEBELLO COMPANY, LLCHSM MULTIFAMILY DEVELOPMENT WEBB CHAPEL RD. & GOLFING GREEN DR FARMERS BRANCH, TEXAS 75234 GOLFING GREEN ELEVATIONS THE ENCLAVE AT BROOKHAVEN WEBB CHAPEL RD. & GOLFING GREEN DR FARMERS BRANCH, TEXAS 75234 INTERIOR STREET ELEVATIONS SCHEMATIC ELEVATION RENDERINGS MONTEBELLO COMPANY, LLCHSM MULTIFAMILY DEVELOPMENT THE ENCLAVE @ BROOKHAVEN 22'-0" GARAGE SETBACK 5'-0" REAR BUILDING SETBACK 1520 S.F.PLAN 'A' BEDROOM #2 MASTER BATHROOM MASTER W.I.C. DINING OP T . W I N E ISLAND KITCHEN PANTRY COV'D PATIO MASTER BEDROOM K HOBBY/ UTILITY BATH #2 W.I.C.GARAGE FAMILY 28 ' - 0 1 2" 15'-0" FRONT SETBACK THE ENCLAVE @ BROOKHAVEN 22'-0" GARAGE SETBACK 5'-0" REAR BUILDING SETBACK 1815 S.F.PLAN 'B' KITCHEN CA B S B E L O W GARAGE DINING FOYER STUDY BEDROOM #2 BATH #2 STORAGE TUB MASTER BATHROOM MASTER W.I.C. MASTER BEDROOM GREAT ROOM FAMILY SEAT COVERED PATIO UTILITY 2-3060 SH8'-0" H.H. 15'-0" FRONT SETBACK KITCHEN CA B S B E L O W K TUB MASTER BATHROOM K MASTER BEDROOM MASTER BEDROOM #2 MASTER W.I.C. GARAGE W.I.C. PANTRY FAMILY DINING HOBBY/OFFICE COV'D PATIO UTILITY MUDPWDRFOYER BATH #2 OPT. WINE SO A P LIN E N C A B THE ENCLAVE @ BROOKHAVEN 5'-0" REAR BUILDING SETBACK COVERED PORCH 2080 S.F.PLAN 'C' 22'-0" GARAGE SETBACK 15'-0" FRONT SETBACK Site Photographs August 13, 2018Planning and Zoning Commission Meeting Minutes Chairman Moore informed the Commissioners that Regular Agenda items C.1, C.4 and C.5 would be rescheduled until the August 27, 2018 meeting of the Planning and Zoning Commission. Ms. Tina Firgens, Director of Planning added that these items were being rescheduled due to an error in public notification. Ms. Firgens said while the error regarding Regular Agenda item C.1 was known prior to completion of the agenda packet, staff had discovered an error regarding public notification for Regular Agenda item C.4 this afternoon. Ms. Firgens said because of this, this item could not be considered by the Planning and Zoning Commission at this meeting as well as Regular Agenda item C.5 as approval of C.5 is contingent upon approval of item C.4. Chairman Moore asked for any questions or comments regarding Regular Agenda item C.2. Regarding item C.2, Commissioner Zavala asked if there would be any overnight boarding for dogs. Ms. Firgens said yes. Ms. Jenifer Paz, Senior Planner said the building located at the subject property was currently vacant and that the applicant currently had a building permit under review. Ms. Paz said per Planned Development District No. 49 (PD-49), pet stores are allowed by right and the applicant could begin renovating the building for this use. Ms. Paz explained that outside runs were not allowed within PD-49, hence why the applicant is requesting the Zoning Amendment. Commissioner Retana asked if we could limit the hours of operation for the outside runs. Ms. Paz said this would be a good question for the applicant. Ms. Paz said the Commission has the option of approving the Zoning Amendment request with a condition that limited the hours of operation for the outside runs. Hearing no further questions or comments regarding item C.2 Chairman Moore asked for any questions or comments regarding Regular Agenda item C.3. Regarding item C.3, Commissioner Zavala commented that when this case appeared before the Planning and Zoning Commission at their July 16, 2018 meeting initially, there was a considerable number of citizens present to speak to this agenda item. Commissioner Zavala commented that a primary concern would be regarded speeding and the potential for heavy traffic along Golfing Green Drive. Commissioner Zavala asked staff if traffic was discussed with the Public Works Department about installing speed bumps on Golfing Green Drive. Ms. Tina Firgens, Director of Planning, said no. Ms. Firgens added that one (1) of the letters of opposition raised concerns regarding traffic along Longmeade Drive, which is not adjacent to the subject area. Ms. Firgens said this zoning request allowed for the development of seventeen (17) single-family homes and that staff agreed that speed bumps on Golfing Green Drive were not necessary at this time. Ms. Firgens said it was her understanding that the City had a policy regarding the evaluation of residential neighborhoods to determine their eligibility for speed bumps on adjacent public streets. Commissioner Zavala asked about the price range for the homes. Ms. Firgens said staff did not know, and that this would be a good question for the applicant. Ms. Firgens said staff does not typically evaluate the proposed development from a pricing standpoint, but from a land use standpoint. Mr. John Land, Deputy City Manager, added that the applicant is currently anticipating a starting price of $250,000 to $275,000, but that this could change depending on market conditions. Mr. Land said that applicant would be present to address this question during the Regular Meeting. Commissioner Retana asked how the elimination of the parking lot currently located on Page 2City of Farmers Branch August 13, 2018Planning and Zoning Commission Meeting Minutes the subject property would be addressed, noting that citizens attending the Library frequently parked their cars on this parking lot. Mr. Land said the parking lot would be relocated across the street, adjacent to the Library, between the existing playground on Rawhide Park and the Library parking lot. Mr. Land noted that the new parking lot will contain approximately 50 parking spaces to compensate for the parking lot to be removed. Mr. Land also said he attended the meeting of the Library Board on August 9, 2018 to discuss this matter. Mr. Land explained that while the new parking lot would be further from the Library door, discussion has taken place on a possible interior reconfiguration of the Library which could include a door that is closer to this new parking lot. Mr. Land said the applicant understands the importance of constructing this new parking lot prior to development of the subject property. Commissioner Zavala asked Mr. Land to clarify the location of the new parking lot. Mr. Land identified the location on an aerial map, stating that staff is exploring the possibility of using permeable paving for a portion of the new parking lot, thus addressing past interest from the Planning and Zoning Commission and other City Boards. Mr. Land emphasized on the importance of the City having experience in using permeable paving before issuing development standards for new development throughout the city. Mr. Land said discussion with the Sustainability and Public Health, Public Works and Planning departments had taken place regarding paving a portion of this new parking lot with permeable paving. Commissioner Zavala asked if the applicant would pay for this parking lot. Mr. Land said yes, noting that this would be part of the land sale proceeds. Mr. Land also noted that the applicant would be responsible for installing this parking lot. Commissioner Bertl commented that she was pleased to see this project being proposed in Farmers Branch, and that more developments of this type were needed. Commissioner Bertl commented that both the price point and size of the homes were in demand. Commissioner Bertl asked if the proposed community would be age-restricted. Mr. Land said this would be a good question for the applicant. Mr. Land said that while the development is geared towards senior citizens, there is currently no age-restriction in place, however discussions regarding implementation of age-restriction have taken place. Mr. Land said that per the latest discussion with the applicant, senior citizens are the target market for this proposed development. Commissioner Bertl used similar examples in the Dallas North Tollway corridor to explain that single-story units, within a similar price range, are in high demand in the DFW real estate market. Commissioner Retana expressed concerns regarding the elimination of park space for the parking lot relocation. Mr. Land identified the location of the new parking lot on an aerial map, stating that the new lot would not impact the existing playground or trail within Rawhide Park. Mr. Land said the proposed location for the new parking lot has a sloped configuration and that it was his understanding that not very many people utilize this space. Commissioner Retana pointed out few spaces within the area for the proposed parking lot where people congregate when using the amenities within Rawhide Park. Chairman Moore commented that new parking lot would require an additional access from Golfing Green Drive. Mr. Land said yes. Commissioner Zavala commented that while he liked the project in the short term, he was concerned about the risk of becoming a rental community in the long term. Mr. Land said such concerns have been raised for all residential neighborhoods that are currently older than 60 years. Commissioner Zavala asked if 40 percent of single-family Page 3City of Farmers Branch August 13, 2018Planning and Zoning Commission Meeting Minutes homes in Farmers Branch were currently rental properties. Mr. Land said that estimate seems high and that he did not have the information. Commissioner Bertl asked about other projects developed by the applicant. Mr. Land said the applicant has a development similar to this project in Horseshoe Bay, Texas, noting the Mediterranean architectural style of this similar development. Ms. Andreea Udrea, Planning Manager, clarified that the images of the homes included in the agenda packet were conceptual and that final designs for the homes would not be approved as part of this Zoning Amendment request. Commissioner Zavala asked about other development proposed for the subject property. Mr. Land said a Request for Qualifications (RFQ) was released by the City in 2015 to develop this subject property for a senior housing community. Mr. Land said one (1) concept involved development of a multifamily complex for senior citizens featuring 130 to 135 residential units gradually decreasing in height from four (4) stores to two (2) stories towards the western side of the property. Mr. Land said following the expressed opposition from parts of the community, the City Council decided to consider other types of development for the subject property. Mr. Land noted the importance of keeping the southern portion of the property under City ownership so it remains open for potential future expansion of the City’s Fire Station if needed. Commissioner Bertl commented that this southern portion of the site was currently just a grassy area. Mr. Land said yes. Commissioner Retana asked if the proposed amenity area in the southern portion of the subject property would be open to the public. Mr. Land said this would be a privately owned space and it would be up to the Home Owners Association (HOA) to keep the amenity area open to the public or not. Commissioner Retana asked if it would be appropriate to require this development to be age-restricted. Mr. Land said this would be a good question for the applicant. Chairman Moore stated that a revised Ordinance for PD-102 containing the Development Standards was provided by Ms. Udrea prior to the beginning of the meeting. Ms. Udrea explained that the PD-102 Development Standards text included in the packet was revised by the City Attorney therefore being provided to the Commission at this time. Ms. Firgens pointed out some areas of interest regarding the revised PD-102 Development Standards. Ms. Firgens said the City Attorney has included requirements for the HOA and Covenant Conditions and Restrictions (CC&R) for the proposed development to ensure the proper maintenance of the private streets and open spaces. Ms. Firgens said the applicant could decide to dedicate public streets, but currently plans to construct private streets. Ms. Firgens said language is included in the proposed Ordinance to address the HOA responsibilities, including provisions for the City to inspect the private streets and allow basic services such as mail delivery, also noting that some City services such as police patrol are not included for privately maintained streets. Ms. Firgens said the proposed Ordinance would be further refined prior to this case going before City Council in order to adequately reflect the recommendations of the Planning and Zoning Commission. Commissioner Bertl commented that there is an existing HOA in the northern portion of the City that has not been successful in the maintenance of its private streets. Commissioner Bertl asked about similarities between the proposed HOA and the abovementioned example. Ms. Firgens said the language in the proposed Ordinance Page 4City of Farmers Branch August 13, 2018Planning and Zoning Commission Meeting Minutes would help alleviate the issues of street maintenance. Commissioner Bertl asked about the proposed private street configuration and connection to Webb Chapel Road. Ms. Udrea said she believes that would be an exit only access point. Ms. Udrea added that PD-102 requires the proposed streets to be built and maintained per City standards. Ms. Firgens clarified the proposed private street cross section in comparison to a public street, noting that the difference in width comes from the elimination of the typical parkway area between a street curb and the property line. A typical parkway area contains a landscape strip and a public sidewalk. Ms. Firgens said all other construction requirements such as concrete thickness and concrete strength would meet the City’s requirements per the Building Code. Commissioner Zavala asked for more information about the proposed homes design along Golfing Green Drive. Ms. Udrea explained that the home façades facing Golfing Green Drive will have an architectural treatment similar to a front façade, per the proposed PD-102 requirements. For example one of the requirements is that no blank wall measuring more than 20 feet in length will be allowed on façades facing public streets. Ms. Udrea also pointed out staff’s special attention to the views along public streets, explaining that the existing retaining wall and street trees along Golfing Green Drive would be maintained. In addition, for all the lots along Golfing Green Drive, the applicant is proposing to install gates for direct access from the public sidewalk. Ms. Udrea further explained that all garages will have access from the internal private street and will not be visible from public streets. Hearing no further questions or comments on item C.3, Chairman Moore asked for any questions or comments regarding Regular Agenda item C.6. Regarding item C.6, Commissioner Bertl asked for clarification regarding the location of the subject property. Chairman Moore identified the location on the aerial map provided in the agenda packet. Commissioner Bertl asked if the Interstate Highway 35 (IH35) corridor study would impact the subject property. Ms. Firgens said pending budget approval for this study, the subject property would be part of the boundaries of the study, noting that the study boundaries would include both sides of North Stemmons Freeway. Ms. Firgens said when the market analysis was performed, it was determined that: the western boundary included the Burlington Northern railroad; the northern boundary was Valwood Parkway; the southern boundary was the southern City limit line; and the eastern boundary included the Station Area and Bee Street. Ms. Commissioner Bertl asked if the applicant was aware of this. Ms. Andreea Udrea, Planning Manager, said yes, adding that the applicant was informed at time of submitting the application for his Specific Use Permit (SUP) request. Chairman Moore commented that this was an existing use that received a code violation regarding fencing and screening, hence the applicant’s SUP request. Ms. Udrea added that the applicant currently had the subject property under contract. Commissioner Zavala asked about the timing of the applicant’s lease on the property. Ms. Udrea said she was not sure. Chairman Moore informed the Commissioners that per the Comprehensive Zoning Ordinance (CZO), that any use approved via an SUP cannot be discontinued longer than six (6) months, otherwise the SUP is no longer in effect for said property. Chairman Moore commented that this case is a good example of why the IH35 corridor Page 5City of Farmers Branch August 13, 2018Planning and Zoning Commission Meeting Minutes as soon as a permit is issued, stating that he would like to open the business before the end of the year. Mr. Dyer said he is targeting the month of November for completion, but noted that permitting may take longer than anticipated. Commissioner Sullivan asked if the dumpster would be located at the rear of the building. Mr. Dyer said yes, stating that it would be located on the side opposite to where the outside runs would be located. Commissioner Sullivan asked how odor concerns from the surrounding properties would be addressed. Mr. Dyer said he would institute more frequent dumpster collections if necessary. Mr. Dyer said bio-degradable, sealable bags would be used for waste collection and that this would help cut down on the odor. Commissioner Retana asked if the outside runs would only be used during business hours. Mr. Dyer said yes. Chairman Moore asked the applicant if whether or not he was limiting the pet population for this business to just dogs. Mr. Dyer said while this would be a dog-only facility, he would not turn away any customers. Mr. Dyer said there would be isolated facilities for cats and other pet types, but the business model was exclusively for dogs. Hearing no further questions or comments from the Commissioners, Chairman Moore opened the public hearing. No one came forward to speak to this agenda item. Chairman Moore closed the public hearing and asked for a motion. Chairman Moore asked when this case would go before City Council. Ms. Firgens said it would be September 11, 2018. A motion was made by Commissioner Bertl, seconded by Commissioner Sullivan, that this Zoning Amendment be recommended for approval. The motion carried unanimously. Excused: 2 - Vice Chairman De Los Santos and Commissioner Driskill Aye:Chairman Moore, Commissioner Bertl, Commissioner Retana, Commissioner Sullivan, Commissioner Yarbrough and Commissioner Zavala 6 - C.3 18-ZA- 04 Conduct a public hearing and consider a request for a zoning change from One-Family Residence District-6 (R-6) to Planned Development District No. 102 (PD-102), including but not limited to allowing one-family detached residences and municipal owned facilities, and establishing development standards for an approximate 3.4-acre site located at the southwest corner of Webb Chapel Road and Golfing Green Drive; and take appropriate action. The applicant, Henry S. Miller, is proposing to rezone the 3.4-acre property from One-Family Residence District No. -6 (R-6) to Planned Development District No. 102 (PD-102) in order to develop the property into seventeen (17) detached single-family homes with private streets on the northern portion of the property, and an amenity area on the southern portion of the property. The proposed PD-102 is specifically designed to allow and provide for detached single-family residences in a zero lot line or standard conventional configuration developed in a clustered lot pattern with a common usable open space that is integral part of the development; however municipal owned facilities Page 12City of Farmers Branch August 13, 2018Planning and Zoning Commission Meeting Minutes are also allowed. The applicant intends to market the proposed development as senior housing. Staff recommends approval of this Zoning Amendment as presented. Ms. Andreea Udrea, Planning Manager, gave a brief presentation regarding the applicant’s proposal. Chairman Moore opened the floor for questions from the Commissioners. Referencing the renderings in Ms. Udrea’s presentation, Commissioner Bertl asked for a clarification regarding fence types between each proposed lot. Ms. Udrea stated that all visible fencing was proposed to be ornamental type. Ms. Udrea further explained that the proposed site plan identified fence types as follows: wood fence along the west side of the property, as typically allowed in a residential neighborhood; six (6) to eight (8)feet tall masonry walls around the amenity area along the southern and eastern property lines; ornamental iron fence on top of retaining wall along the southern property line between the City’s Fire Station and the proposed lots; and ornamental iron fences along public streets. Commissioner Bertl asked about proposed fences along the property lines in between each home, asking if this decision would be up to the homeowner. Ms. Udrea said yes. Hearing no further questions for staff, Chairman Moore asked the applicant to approach the podium. Mr. William Bush, representing Henry S. Miller, 14001 Dallas Parkway, Farmers Branch, Texas, approached the podium. Mr. Bush stated that his team had been working with the City for the development of this subject property for three (3) years. Mr. Bush said the City released a Request for Proposals (RFP) regarding the development of senior housing on the subject property. Mr. Bush said the previous attempt to amend the zoning for this subject property to allow for a senior housing type of development was not successful. Mr. Bush said that in exploring other options for development of the property, the applicant is now proposing patio homes but it is still to be decided if the homes will be age-restricted or not. Mr. Bush also stated that this proposed development is targeting senior population. Mr. Bush said the seventeen (17) homes being proposed would all be built at once. Mr. Bush said that, per the market study conducted by his team, there was a high demand for new and affordable housing in this area. Mr. Bush said the average price of a home would range between $350,000 and $400,000. Mr. Bush also noted his 40-year experience in development and the 100-year experience that the company Henry S. Miller has. Mr. Bush expressed enthusiasm for Farmers Branch and appreciated the quality of Farmers Branch parks and lifestyle as being suitable for the proposed development. Mr. Bush thanked the Commissioners for considering his proposal. Chairman Moore asked for any questions from the Commissioners for the applicant. Commissioner Zavala commented that he liked the types of homes being proposed, but he questioned the chosen location for this type of product. Commissioner Zavala commented that he believed the applicant made the best use of the subject property given its geometry and circumstances, but said he did not like that the additional parking lot serving the needs of the Library located currently on the subject property will have to be relocated in Rawhide Park, across the street. Commissioner Zavala then asked the applicant to explain why he believed this to be an ideal location for his proposal. Mr. Bush explained that the relocation of the parking is part of the acquisition contract agreement with the City. Commissioner Zavala asked the applicant why he felt this would be a good project for the City and how it would benefit the surrounding neighborhood. Mr. Bush said this Page 13City of Farmers Branch August 13, 2018Planning and Zoning Commission Meeting Minutes would be beneficial to senior citizens looking to downsize their living space. Commissioner Zavala asked at what point the applicant would decide whether or not to institute an age-restriction for the proposed housing community. Mr. Bush said it would be prior to construction of the homes. Commissioner Retana asked the applicant if he would be open to adding the condition for an age-restricted community prior to this case appearing before City Council. Mr. Bush said yes, they will consider adding this condition. Commissioner Retana expressed her support for Commissioner Zavala’s concern regarding adding a parking lot in a City Park, also recognizing the importance of meeting the parking needs of the Library. Commissioner Retana asked about the Home Owners Association (HOA) fees. Mr. Bush said these fees would be under $300 per month. Commissioner Retana asked the applicant if he had considered any other conceptual site plans that provided more greenspace within each lot. Mr. Bush said this is the third proposal his team is putting together for the subject site. Mr. Bush said the first plan featured 150 homes for the subject property. Commissioner Retana asked if the applicant had considered less homes for the subject property. Mr. Bush said yes, explaining that they also considered a fourplex type of product for this site and stated that the City had asked his team to consider single-family detached homes for the subject site. Mr. Bush further explained that the southern portion of the property, the portion located behind the City’s Fire Station, will be a ground lease from the City in order to increase the onsite green space for the residents. This green space will be developed as an amenity area with a gathering pavilion. Commissioner Retana asked if this proposed amenity area would be open to the public. Mr. Bush said this amenity space would be primarily for the residents also noting that the location of this space is recessed from public access areas. Ms. Tina Firgens, Director of Planning, addressed the questions regarding age-restriction and the proposed open space. Regarding the age-restriction, Ms Firgens said that staff had conversations with the applicant on whether or not age-restriction would be appropriate for this development. Ms. Firgens noted the benefits of having diverse age groups living within a residential neighborhood, including neighbors supporting one another, younger residents checking on older residents, and older residents keeping watch over the neighborhood while the younger residents are at work. Ms. Firgens said staff feels there is a benefit to not having this residential community be age-restricted. Regarding the proposed open space, Ms. Firgens said the open space within the southern portion of the subject property is intended to serve primarily the residents within the proposed development. Ms. Firgens pointed out that considering that this would not be a gated community, it would be difficult to prohibit the public from utilizing the proposed amenity area. Ms. Firgens explained that the access control to this open space will be the responsibility of the HOA. Commissioner Zavala commented that he agreed with Ms. Firgens regarding not having the residential community age-restricted, noting that his questions are aiming to clarify the developer’s intention considering the conceptual floor plans included in the packet that show homes with only two (2) bedrooms. Mr. Bush added that each floor plan included also an extra bonus space. Commissioner Zavala asked Mr. Bush to clarify what he meant by “extra bonus space”. Mr. Michael Costantino, the designer for the Page 14City of Farmers Branch August 13, 2018Planning and Zoning Commission Meeting Minutes proposed development, 1209 East Belknap Road, Fort Worth, Texas, approached the podium. Mr. Costantino stated that the “extra bonus space” referred to a study room or a hobby room, space that was secondary to the two bedrooms provided in the floor plans. Mr. Costantino said these homes were designed to meet the typical preferences of senior citizens looking to downsize. Mr. Costantino said most senior citizens want to keep the amenities of their current living space, but retain less square footage, thus why the homes were designed with larger bedrooms and without separate dining or breakfast spaces. Mr. Costantino also explained that all exterior space around the home will be maintained by the HOA. Commissioner Zavala asked Mr. Costantino if the floor plans for the homes would be modified if there were to be no age-restriction for this residential community. Mr. Costantino said no, stating that the floor plans of the homes were intended to appeal more to the senior citizens, but that they were designed also taking into consideration the size of the lots. Mr. Costantino explained the proposed floor plan configuration with the two bedrooms situated on opposite sides of the home. Mr. Costantino used as the example of two unrelated senior citizens sharing the home or one bedroom being used as guest bedroom. Commissioner Bertl commented that this was a much needed product in the real estate market and noted that she believed this to be an entry-level home in today’s market. Commissioner Bertl said there are not enough developments of this type within Farmers Branch. Commissioner Bertl said there is a demand for this type of development, and that she was pleased to see this being proposed in the City. Commissioner Yarbrough asked how many HOAs would be provided for this community, for example one for open space maintenance and one for streets maintenance. Mr. Bush said one (1) HOA will be created for the maintenance of the proposed development. Commissioner Yarbrough asked how the owner’s participation in HOA fees would be determined in order to collect enough monies necessary for the private streets maintenance. Mr. Bush said it would be based on the square footage of the home. Commissioner Yarbrough asked how the applicant would guarantee that HOA funds would be present when necessary, noting that there have been situations in which an HOA was responsible for public street maintenance, and the HOA had insufficient funds. Mr. Bush said his firm would be responsible for funding and maintaining the HOA until 60 percent (60%) of the lots were sold, and after that point the responsibility would be turned over to the homeowners. Mr. Bush added that the City would be reviewing the HOA documents. Commissioner Bertl commented that the HOAs in Texas are regulated by the state and that there are state restrictions and conditions in place to ensure the stability of the HOAs. Commissioner Bertl then asked about the construction timeline, pending approval from the City Council. Mr. Bush said the team would be ready to break ground immediately and that he anticipated a fourteen (14) to fifteen (15) month construction time. Mr. Bush said the homes would be constructed in two (2) phases in order to allow potential homeowners the opportunity to move into homes completed during the first phase while construction on the second phase commenced. Commissioner Zavala asked if the new parking lot would be constructed prior to construction of the homes. Mr. Bush said yes. Hearing no further questions or comments from the Commissioners, Chairman Moore Page 15City of Farmers Branch August 13, 2018Planning and Zoning Commission Meeting Minutes opened the public hearing. Ms. Pat Edmiston, 14215 Tanglewood Drive, Farmers Branch, Texas, spoke in opposition to the proposed zoning amendment. Ms. Edmiston expressed concerns regarding over-development within the City. Ms. Edmiston noted that she attended the Library Board meeting on Thursday, August 9, 2018 evening and that two (2) items were currently under consideration by the board: a renovation of the Library and the construction of a new facility. Ms. Edmiston expressed concerns regarding development of the subject property and the possibility to impede future development of the Library. Ms. Edmiston said she would like the Commissioners to consider tabling this agenda item until they have had an opportunity to speak with members of the Library Board. Ms. Edmiston expressed concerns regarding parking, noting that she believed the Library currently had inadequate parking and that development of this site would further complicate the issue. Ms. Edmiston stated her disapproval for the proposed density of homes on this particular property size stating that there are too many homes on too little of a property, and asking the Commission to reconsider this request or at least postpone until further decision regarding the Library are made. Ms. Jennifer Maddux, 2921 Ermine Way, Farmers Branch Texas, expressed concerns over the relocation of the parking across the street in the park area adjacent to the Library, as well as expressing concern regarding what happens if the new parking area does not occur. Ms. Maddux also pointed out the location of the proposed relocation site within a flood plain, thus preventing the proposed relocation. Ms. Maddux talked about the neighborhood character as a close-knit community that continues to improve and invest in their homes. Ms. Maddux stated that the site is already zoned for single-family uses and expressed concern regarding language in the public notification letter that states this Zoning Amendment request included, but was not limited to the development of single-family homes. Ms. Maddux said it was her preference that this agenda item be tabled in order to provide the opportunity to see if the parking lot could be moved. Ms. Madeline Luff, 2833 Ermine Way, Farmers Branch Texas, said she believed this item should be tabled in order to provide an opportunity for the consideration of renovation of the Library or construction of a new Library. Ms. Luff expressed concerns over parking, stating that she did not like that additional parking would come at the expense of a City Park and wildlife. Ms. Luff also expressed concerns regarding additional traffic in the area considering the existing traffic caused by the Library and at the Webb Chapel Road and Golfing Green Drive intersection. Ms. Luff asked the Commissioners to consider tabling this agenda item until the plans regarding the Library were confirmed. Mr. Joe Jarnagin, 3047 Longmeade Drive, Farmers Branch, Texas, thanked the Commission for the opportunity to speak to this agenda item. Mr. Jarnagin made a comment regarding green space showed in the conceptual rendering presented in the packet, pointing out that it is the containment pond for the City’s Fire Station. Mr. Jarnagin noted that the neighborhood rejected the last proposal to develop the subject property. Mr. Jarnagin also pointed out existing traffic problems in the area, thus expressing concerns regarding the addition of more traffic at the intersection of Webb Chapel Road and Golfing Green Drive. Mr. Jarnagin also expressed concerns regarding the relocation of the existing parking lot in the City Park across the street, and suggested that a better solution would be to move the entire parking lot for the Library from Rawhide Park to the subject property and restore the area around the Library for Rawhide Park. Mr. Jarnagin said he believed that future homeowners would dislike the light and noise pollution from the City’s Fire Station and as a result would not stay in Page 16City of Farmers Branch August 13, 2018Planning and Zoning Commission Meeting Minutes this newly created development and eventually become Section 8 housing. Mr. Jarnagin further pointed out that the current residents within the neighborhood are sacrificing to accept the current light and noise pollution from the City’s Fire Station. Mr. David Frink, 13608 Onyx Lane, Farmers Branch, Texas, brought to attention the utility access situation, noting the access difficulties for the utility providers to repair the equipment located in the rear portions of the lots behind the subject site. Ms. Firgens said there is an existing utility easement on the east side of this subject property, and that in discussion with the Public Works Department, staff has determined that these existing easements are sufficient. Mr. Frink asked about the width of these easements. Ms. Firgens said they were ten (10) feet. Mr. Frink commented that utility trucks have difficulty in accessing this area as it stands currently even with additional space provided by the containment area behind the City’s Fire Station, noting that the soil is too soft for access. Mr. Frink asked about the types of municipal buildings being considered as part of this Zoning Amendment request. Ms. Firgens said that the portion of the property noted as Tract B on the site plan would still be retained as a City owned property for future needs of City’s Fire Station. Mr. Frink expressed concerns regarding the existing utility easement along the rear portion of the lots adjacent to the subject site, noting that the proposed masonry wall will take away this existing easement and impede the access of the utility providers for maintenance of their equipment. Mr. Frink further explained the existing drainage patterns that are crossing the subject property and expressed concern about how the drainage will be affected by the proposed development. Ms. Firgens explained the City’s permitting processes, pointing out that civil engineering plans are submitted for staff review after the zoning request is approved by the City Council, therefore staff does not have the information at this time. Ms. Firgens also said that staff will discuss the drainage issues with the Public Works Department. Ms. Artie Palmer, 3325 Scarlet Oak Court, Farmers Branch, Texas expressed concerns regarding the HOA, noting that she lives in a neighborhood with an HOA that now requires financial support from the City. Ms. Palmer stated that private streets even if built to city standards, if they are not properly maintained will require costly major repairs in the long term. Ms. Palmer expressed concerns regarding the existing terrain configuration and potential drainage issues, referring to her current experience living in a neighborhood with drainage issues. Considering the topography of the terrain and potential drainage issues, Ms. Palmer further concluded that a senior community with an HOA and with homes in a zero lot line configuration is not a good use of the subject property. Hearing no further questions or comments from the audience, Chairman Moore closed the public hearing and asked the applicant if he would like to address any of the concerns raised during the public hearing. Mr. Bush said no. Commissioner Yarbrough asked the applicant to come forward and address the question regarding the noise and light pollution generated by the proposed development. Mr. Costantino said a provision could be added in the HOA documents that only downward facing lighting is permissible for homes in order to cut down on potential light pollution. Mr. Costantino said he anticipated all noise pollution to be contained within the community, noting that both the homes and the open space would face towards the interior of the proposed development. Commissioner Sullivan commented that it was his understanding that the expressed concerns were regarding the noise and light pollution generated by the City’s Fire Station, not the homes. Mr. Constantino said the applicant cannot address issues Page 17City of Farmers Branch August 13, 2018Planning and Zoning Commission Meeting Minutes regarding the City’s Fire Station. Commissioner Sullivan pointed out that there are several homes located considerably close to the City’s Fire Station. Mr. Bush said he had several discussions with the Fire Chief and that the noise and light pollution from the fire trucks would be limited to the public streets adjacent to the subject property. Mr. Constantino noted the difference in elevation between the City’s Fire Station and the subject property, explaining that due to the fact that the City’s Fire Station is located at a higher elevation then the subject property, he anticipated the noise would be projecting over the single-story homes. Commissioner Sullivan pointed out the benefits related to public safety of having the City’s Fire Station within residential proximity. Mr. Jarnagin confirmed that the light and noise pollution related to the use of the fire trucks is considered by the Fire Department and sirens and lights are being turned on only on major streets but he stated that there is also noise and light pollution generated by the City’s Fire Station unrelated to the driving of trucks on the street. Commissioner Sullivan asked city staff for more information regarding the plans for the Library. Mr. John Land, Deputy City Manager, said that when the Citizens Bond Committee was formed, one of the subcommittees focused on the Library needs and discussed the possibilities of an expansion or a renovation. Mr. Land said he was the staff liaison for this. Mr. Land said as a result of the study, it was determined that while the Library was the right size, it was not configured in suitable manner to meet the needs of the citizens. Mr. Land said as a result of this, the Bond Committee made recommendations to City Council for bond items related to the Library, but these items did not make the final ballot. Mr. Land said that the Library Board recently came back to City Council to ask for a reconsideration of Library renovations. Mr. Land said a dialogue has taken place amongst City Council as to whether the Library should be renovated or rebuilt depending on the estimated costs, pointing out that the general consensus was that the existing building footprint will not be modified regardless of the chosen option. Mr. Land also explained that during this budget year the City will analyze the options, potentially with a consultant, and will determine the suitable solution. Mr. Land said he anticipated that it would be May 2020 before citizens would vote on any bond items regarding the Library. Commissioner Zavala asked if the new parking lot would need to be constructed prior to construction of the homes. Mr. Land said yes, stating that the current parking lot on the subject site contains approximately 54 parking spaces that are used on a frequent basis and that the new parking lot proposed across the street will have to be built prior to any development on the subject site. Commissioner Zavala asked if the trail adjacent to where the parking would be located would be temporarily shut down during construction of the parking lot. Mr. Land said the trail would likely be re-routed in order to accommodate the parking lot and that will happen prior to the construction of the parking lot. Commissioner Zavala recommended staff relocate the trail prior to construction of the new parking lot. Commissioner Bertl suggested the use of permeable pavers for the new parking lot, using the example of the parking lot at the George Bush Presidential Library, and recommending staff to create a similar parking lot. Mr. Land said that the City is working to gain experience regarding permeable paving and is willing to use this project as a pilot project. Mr. Land explained that the existing terrain configuration will probably require the western portion to be built with concrete to meet the drainage requirements for flood plain, but the rest of the lot could be paved with permeable paving. Mr. Land said coordination with both the Public Works and Sustainability departments has taken place in order to find a suitable type of permeable paving that Page 18City of Farmers Branch August 13, 2018Planning and Zoning Commission Meeting Minutes would absorb rainwater rather than allowing it to runoff. Mr. Jarnagin stated from the audience that a permeable paving parking lot is still taking away park land. Chairman Moore thanked the applicant for investing in the community and for working with the City staff for this project. Chairman Moore thanked City staff for their efforts on this project. Chairman Moore thanked the citizens who spoke during the public hearing, noting that this was an important part of the process. Chairman Moore asked for a motion. A motion was made by Commissioner Yarbrough, seconded by Commissioner Bertl, that this Zoning Amendment be recommended for approval. The motion carried by the following vote: Excused: 2 - Vice Chairman De Los Santos and Commissioner Driskill Nay:Commissioner Retana and Commissioner Zavala2 - Aye:Chairman Moore, Commissioner Bertl, Commissioner Sullivan and Commissioner Yarbrough 4 - C.4 18-ZA-10 Conduct a public hearing and consider the request to amend Planned Development District No. 95 (PD-95) including but not limited to landscaping, building materials and signage requirements for the 9.6-acre property located on the west side of Dallas North Tollway and approximately 360 feet south of Spring Valley Road; and take appropriate action. Chairman Moore stated that subsequent to mailing the required property owners notices, staff determined that there was an error in the public notification; therefore, this request cannot be considered by the Planning and Zoning Commission at its meeting on August 13, 2018 and that the request has been rescheduled for the Planning and Zoning Commission’s meeting on August 27, 2018. No action was taken by the Commission regarding this agenda item. C.5 18-SP-17 Consider a Detailed Site Plan for a mixed-use development on a 5-acre property located at 14175 Dallas North Tollway; and take appropriate action. Chairman Moore stated that because this Detailed Site Plan is contingent upon the Zoning Amendment request to amend PD-95, also submitted by the applicant, that this case has been rescheduled until the August 27, 2018 meeting of the Planning and Zoning Commission. No action was taken by the Commission regarding this agenda item. C.6 18-SU-10 Conduct a public hearing and consider a request for a Specific Use Permit to allow outdoor storage located at 13860 N. Stemmons; and Page 19City of Farmers Branch Staff Report City of Farmers Branch Farmers Branch City Hall 13000 Wm Dodson Pkwy Farmers Branch, Texas 75234 File Number: 18-PL 13 Agenda Date: 9/25/2018 Status: Public HearingVersion: 1 File Type: PlatIn Control: City Council Agenda Number: I.3 Conduct a public hearing and consider a request from Josey Lane Crossing, LLC for final plat approval of Josey Lane Crossing, a replat of Lot 4, Block A, The Shops at Branch Crossing; and take appropriate action. BACKGROUND: Josey Lane Crossing LLC is the sole owner of a 3.38 acre tract of land located east of Josey Lane in the “Four Corners” area of the City just south of Valley View Lane. Lot 1, Block A of proposed plat is the site recently developed with the Farmers Branch Primary Care Clinic and Baylor Scott & White Institute for Rehabilitation. DISCUSSION: The purpose of the proposed plat, Josey Lane Crossing, is to replat all of Lot 4, Block A, The Shops at Branch Crossing, in order to create 2 new lots and dedicate new easements necessary for the development of these lots. The plat is consistent with the detailed site plan approved by City Council on September 26, 2017. All public improvements have been completed for the site. The final plat of Josey Lane Crossing is consistent with the Texas Local Government Code, the City ’s platting requirements and also consistent with the City’s Guiding Principles; to provide strong, thriving commercial and residential neighborhoods through planning, land use, development, code enforcement, revitalization activities and programs. RECOMMENDATION: The Planning and Zoning Commission recommended approval for this request on August 13, 2018. POSSIBLE COUNCIL ACTION: 1. I move to approve a request from Josey Lane Crossing, LLC for final plat approval of Josey Lane Crossing, a replat of Lot 4, Block A, The Shops at Branch Crossing. 2. I move to approve a request from Josey Lane Crossing, LLC for final plat approval of Josey Lane Crossing, a replat of Lot 4, Block A, The Shops at Branch Crossing., with modifications. 3. I move to table the issue for further study or take no action. ATTACHMENT(S): 1. Location Map 2. Final Plat of Josey Lane Crossing 3. Resolution No. 2017-107 Approved Detailed Site Plan Page 1 City of Farmers Branch Printed on 9/20/2018 File Number: 18-PL 13 4. Staff Presentation Page 2 City of Farmers Branch Printed on 9/20/2018 Veronica Rd Eric Ln Ph yl lisRd PrimroseLn Valley View Ln Josey L n Eric Ln NLOCATION MAP Date : 7/3 1/2 018 JOSEY LANE CROSSING LINE TA B L E LINEBEARIN GL E N G T H L I N E T A B L E L I N E B E A R I N G L E N G T H FINAL PLAT - JOSEY LANE CROSSING VICINITY MAP COUNTYMAPSCO PROJECT LOCATIONDALLASD13-T L O T A R E A T A B L E 1 4 7 , 2 2 4 S F T O T A L 3 . 3 8 0 A C R E S ““ “” “” “” “” ”” “” “” DETAIL1 Resolution No. 2017-107 Exhibit “A” – Detailed Site Plan City Council September 24, 2018 –Agenda Item I.3 Subject Property – Josey Lane Crossing Zoned: PD-7 Final Plat (Replat) –Josey Lane Crossing Final Plat (Replat) –Josey Lane Crossing(Enlarged Graphic) Approved Detailed Site Plan –Josey Lane Crossing Staff Report City of Farmers Branch Farmers Branch City Hall 13000 Wm Dodson Pkwy Farmers Branch, Texas 75234 File Number: R2018-88 Agenda Date: 9/25/2018 Status: Regular AgendaVersion: 1 File Type: ResolutionIn Control: City Council Agenda Number: J.1 Consider approving Resolution No. 2018-88 authorizing the execution of a Residential Demolition/Rebuild Program Incentive Agreement for the owner of the property located at 13561 Braemar Dr.; and take appropriate action. BACKGROUND: In an effort to improve the quality of housing opportunities in Farmers Branch, the City Council enacted a Residential Demolition/Rebuild Program pursuant to Chapter 380 of the Texas Local Government Code to encourage the redevelopment of existing single -family detached residential properties with the construction of new, higher value, single-family detached residential structures. DISCUSSION: Applicant Thomas Cusick Custom Homes, LLC is applying for the Demo Rebuild incentive for an existing residence located at 13561 Braemar Dr. which has an improved valuation (excluding the land value) of $215,720. The incentive for this improvement range ($150,000 and over) includes a seven (7) year rebate of municipal taxes based on the difference between the original home appraised value (excluding the land value), as determined by the Dallas County Appraisal District. ATTACHMENTS: 1.Demolition Rebuild Application for 13561 Braemar Dr. 2.Location Map of 13561 Braemar Dr. 3.Current Elevation of 13561 Braemar Dr. 4.Proposed Elevation for New Home 13561 Braemar Dr. 5. PPT 13561 Braemar Dr. pdf 6.Resolution 2018-88 for 13561 Braemar Dr. 7. Demolition Rebuild Agreement for 13561 Braemar Dr. RECOMMENDATION: Recommended motion by City Administration to approve Resolution No.2018-88 authorizing execution of a Residential Demolition/Rebuild Program Incentive Agreement for the owner of property located at 13561 Braemar Dr. POSSIBLE COUNCIL ACTION: 1. I move to approve Resolution 2018-88. 2. I move to approve Resolution 2018-88 with modifications. 3. I move to table the issue for further study or take no action. Page 1 City of Farmers Branch Printed on 9/20/2018 Demo Rebuild 13561 BRAEMAR DR. THOMAS CUSICK CUSTOM HOMES LOCATION MAP PROPOSED FRONT ELEVATION Current Improvement Value Estimated New Improvement Value Land Value Incentive $215,720 $400,000 $175,000 No cash grant 2,560 SF 3,800 SF 7 year property tax rebate 1 RESOLUTION NO. 2018-088 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF FARMERS BRANCH, TEXAS, AUTHORIZING EXECUTION OF A RESIDENTIAL DEMOLITION/REBUILD PROGRAM INCENTIVE AGREEMENT FOR THE OWNER OF PROPERTY AT 13561 BRAEMAR DRIVE; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Farmers Branch has established a Residential Demolition/Rebuild Incentive Program pursuant to Chapter 380 of the Texas Local Government Code for the purpose of promoting the redevelopment of existing single family housing stock within the City (“the Incentive Program”); and WHEREAS, the owner of the property generally located at 13561 Braemar Drive has made application for the Incentive Program; and WHEREAS, City Administration, having reviewed the foregoing application, has determined that the demolition and reconstruction of the residential structure on the above described property qualifies for the Incentive Program; and WHEREAS, the City Council of the City of Farmers Branch finds it to be in the public interest to authorize the execution of an agreement setting forth the terms and conditions by which the owner of the above-described property will receive the benefits of the Incentive Program. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FARMERS BRANCH, TEXAS, THAT: SECTION 1. The City Manager is hereby authorized to execute on behalf of the City of Farmers Branch a Residential Demolition/Rebuild Program Incentive Agreement with Thomas Cusick Custom Homes, LLC with respect to property generally known as 13561 Braemar Drive, Farmers Branch, Texas, substantially in the form set forth in Exhibit “A,” attached hereto and incorporated herein by reference. SECTION 2. The City Manager has full authority to administer the above approved agreement on behalf of the City including, but not limited to, providing notices of default and termination as the City Manager may, from time to time, deem appropriate and necessary. SECTION 3. This Resolution shall be effective immediately upon final passage. 2 PASSED AND APPROVED BY THE CITY COUNCIL OF THE CITY OF FARMERS BRANCH, TEXAS, THIS 25TH DAY OF SEPTEMBER, 2018. ATTEST: APPROVED: _____________________________ ______________________________ Amy Piukana, City Secretary Robert C. Dye, Mayor APPROVED AS TO FORM: ______________________________ Peter G. Smith, City Attorney (kbl:9-14-18:TM 102675)