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2013-023 5148 Contract & OrdinanceORDINANCE NO. 2013-023 AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT BY AND BETWEEN THE CITY OF DENTON, TEXAS AND PWR SOLUTIONS, INC. FOR THE PREPARATION OF THE ANALYSES RESPECTING THE ANNUAL FEDERAL ENERGY REGULATORY COMMISSION (FERC) 715 REPORT; FOR PREPARATION AND SUBMISSION OF THE ANNUAL ELECTRIC RELIABILITY COUNCIL OF TEXAS ERCOT) STEADY STATE WORKING GROUP DATA SETS A AND B; FOR PREPARATION AND SUBMISSION OF THE ANNUAL ERCOT SYSTEM PROTECTION WORKING GROUP PRESENT AND FUTURE YEAR SHORT CIRCUIT CASES; REPRESENTATION OF DENTON MUNICIPAL ELECTRIC IN ERCOT AND OTHER TR.ANSMISSION SERVICE PROVIDER MEETINGS; FOR ENGINEERING SUPPORT AND CONSULTATION IN OTHER ELECTRIC SERVICE PLANNING AND SYSTEM STUDY ISSUES; SUCH SERVICES BE1NG RENDERED 1N SUPPORT OF DENTON MUNICIPAL ELECTRIC; FINDING AND DETERMINING THAT THE DOCUMENT ENTITLED PROPOSAL FOR FIVE YEAR TRANSMISSION PLANNING AND TP COMPLIANCE SUPPORT SERVICES" ("PROPOSAL") WHICH DEFINES THE SCOPE OF SERVICES TO BE PERFORMED BY PWR SOLUTIONS, 1NC. IS A DOCUMENT THAT PERTAINS TO A COMPETITIVE ELECTRIC UTILITY MATTER AS SET FORTH UNDER THE PROVISIONS OF TEXAS GOVERNMENT CODE, SECTIONS 551.086 AND 552.133; AUTHORIZING THE SEALING OF SAID PROPOSAL BY THE CITY SECRETARY; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING AN EFFECTIVE DATE (FILE NO. 5148 IN THE AMOUNT NOT-TO-EXCEED $857,469.06). WHEREAS, the City Council deems it necessary and appropriate and in the public interest to engage the engineering firm of PWR Solutions, Inc, a Corporation, located in Da11as, Texas ("PWR"), to provide the City with professional electric engineering services pertaining to PWR's work in support of the City's capital improvement plan regarding services relative to the Denton electric transmission system and regulatory compliance and reporting activities; and WHEREAS, the City staff has reported to the City Council that there is a substantial need for the hereinabove described professional services by Denton Municipal Electric, and that limited City staff cannot adequately perform the specialized engineering and other professional services and tasks, with its own personnel; and WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional Services Procurement Act," generally provides that a city may not select a provider of professional services on the basis of competitive bids, but must select the provider of professional services on the basis of demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price; and WHEREAS, the City Council hereby finds and concludes that PWR is appropriately qualified under the provisions of the law, to be retained as an engineering firm for the City and for its department, Denton Municipal Electric, respecting this engagement; and WHEREAS, the City Council hereby finds and concludes that the thirty-five (35) page document entitled "Proposal for Five Year Transmission Planning and TP Compliance Support Services," contains competitive public power information, and that this document sets forth the specific scope of work to be undertaken by PWR under the Agreement being approved hereby; that the Proposal is an electric utility-related matter that pertains to Denton Municipal Electric's competitive activity, including commercial information, -which would, if disclosed, provide advantage to its competitors or prospective competitors; and that said Proposal is protected from public disclosure under the provisions of Texas Government Code, Section 552.133(a)(a-1)(B), E) and (F). WHEREAS, the City Council has provided in the City budget for the appropriation of funds to be used for the procurement of the foregoing professional services, as set forth in the Professional Services Agreement;" NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The recitations contained in the preamble hereto are true and correct and are incorporated herewith as a part of this Ordinance. SECTION 2. The City Manager is hereby authorized to execute a"Professional Services Agreement" (the "AgreemenY') with the engineering firm of PWR Solutions; Inc., a Corporation of Dallas, Texas, in an amount not-to-exceed $857,469.06, for professional engineering services pertaining to the interests of the City and of its electric department, DME, as hereinabove described in the "Proposal for Five-Year Transmission Planning and TP Compliance Support Services," which document has been submitted to and reviewed by the City Council, and which Proposal document contains certain Public Power Information which is sealed from Public Disclosure under the provisions of Section 552.133(a)(a-1)(B), (D) and (F) as stated below. SECTION 3. The award of this Agreement is on the basis of the demonstrated competence and qualifications of the iirm of PWR, and the ability of PWR, to perform the professional engineering and related services needed by the City for a fair and reasonable price. SECTION 4. The expenditure of funds as provided for in the attached Agreement is hereby authorized. SECTION 5. The City Secretary is hereby authorized to seal, and maintain the document entitled "Proposal for Five Year Transmission Planning and TP Compliance Support Services" which is the document attached to the Agreement defining and setting forth the Scope of Services of PWR to the City; and the City Council finds that said Proposal is excepted from public disclosure under the provisions of Texas Government Code, Section 552.133(a)(a- 1)(B),(E) and (F); and the City Secretary is directed to maintain said Proposal in her care, custody and control unless otherwise lawfully ordered to disclose said Proposal, or any part of said Proposal. SECTION 6: This ordinance shall become effective upon its passage and approval. 2 PASSED AND APPROVED this the '` ATTEST: JENNIFER WALTERS, CITY SECRETARY By: r.-• APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY iv l. day of 13. STATE OF TEXAS § COUNTY OF DENTON § PROFESSIONAL SERVICES AGREEMENT THIS AGREEMENT is made and entered into as of the day of 1LL , 2013, by and between the City of Denton, Texas, a Texas municipal corporation, wit its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201 (hereafter called "OWNER"); and PWR Solutions, Inc., with its corporate office at 2777 North Stemmons Freeway, Suite 1520; Dallas Texas (hereafter called "CONSULTANT"); acting herein, by and through their respective duly authorized officers and representatives. WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows: ARTICLE I EMPLOYMENT OF CONSULTANT The OWNER hereby contracts with the CONSULTANT, as an independent contractor, and the CONSULTANT hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the professional standards customarily obtained for such services in the State of Texas. The professional services set out herein are in connection with the following described project (hereafter the "Project"): The Project shall include, without limitation the following services: 1. Annual Planning/FERC 715 Filing Study 2. Transmission Project Identification, Evaluation, Validation & ERCOT RPG Approval 3. ERCOT Steady State Working Group (SSWG) Data Modeling & Submissions 4. ERCOT System Protection Working Group (SPWG) Data Modeling & Submissions 5. ERCOT Dynamics Working Group (DWG) Data Modeling & Submission 6. ERCOT Contingency/Data Dictionary Updates 7. Technical Support on TP NERC Compliance and FERC 715 filing ARTICLE II SCOPE OF SERVICES The CONSULTANT shall perform the following services in a professional manner: A. The CONSULTANT shall perform those services as are necessary and as described in the Proposal for Transmission Planning and TP Compliance Services" (hereafter the Proposal"), prepared by CONSULTANT, dated December 7, 2012, being a 35 page document addressed to Chuck Sears, Electric Engineer, Denton Municipal Electric; Page 1 which Proposal is not attached hereto, but is on file in the office of the City Secretary, and which Proposal sets forth and defines the scope of services to be performed by CONSULTANT; said Proposal is incorporated by reference herewith. B. PROVIDED HOWEVER, the Proposal referred to in Article II.A. above is a document which contains confidential and sensitive public power competitive information involving electric transmission planning, deals with regulatory actions, filings and requirements; therefore, in accordance with Sections 551.086 and 552.133 of the Texas Government Code, the City Secretary is directed to seal and rnaintain said Proposal in her custody and control, as a document excepted from public disclosure under the provisions of Section 552.133 of the Texas Government Code, unless otherwise lawfully ordered by a court of competent jurisdiction, to disclose said Proposal. ARTICLE III ADDITIONAL SERVICES Additional services to be performed by the CONSULTANT, if authorized by the OWNER, which are not included in the above-described Proposal, shall be the subject of an additional Proposal to be executed at a later date. ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the OWNER and the CONSULTANT and upon the issuance of a notice to proceed by the OWNER, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof. OWNER and CONSULTANT shall each have the unqualified right to terminate this Agreement upon thirty (30) days advance written notice delivered to the other party. Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the OWNER, acting through its City Manager or his designee. ARTICLE V COMPENSATION A. COMPENSATION TERMS: 1. "Subcontractor Expenses" is defined as expenses incurred by the CONSULTANT in employment of others in outside firms for services authorized in the process of completing the Basic and Additional Services. 2"Direct Non-Labor Expense" is defined as that expense for any for any out-of-pocket expense reasonably incurred by the CONSULTANT related to its performance of this Agreement, for long distance telephone charges, telecopy charges, messenger Page 2 services, printing and reproduction expenses, out-of-pocket expenses for purchased computer time, prudently incurred travel expenses related to the work on the Project, and similar incidental expenses incurred in connection with the Project. B. BILLING AND PAYMENT: For and in consideration of the professional services to be performed by the CONSULTANT herein, the OWNER agrees to pay, based upon the estimated detail at an hourly rate shown in the Proposal, a fee, including reimbursement for direct non-labor expenses not to exceed $857,469.06. Partial payments to the CONSULTANT will be made on the basis of detailed monthly statements rendered to and approved by the OWNER through its City Manager or his designee; however, under no circumstances shall any monthly statement for services exceed the value of the work performed at the time a statement is rendered. Nothing contained in this Article shall require the OWNER to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not submitted in compliance with terms of this Agreement or Proposal. The OWNER shall not be required to make any payments to the CONSULTANT when the CONSULTANT is default under this Agreement. It is specifically understood and agreed that the CONSULTANT shall not be authorized to undertake any work pursuant to the Agreement which would require additional payments by the OWNER for any charge, expense, or reimbursement above the maximum not-to-exceed fee as stated, without first having obtained written authorization from the OWNER. The CONSULTANT shall not proceed to perform the services listed in Article III "Additional Services" without obtaining prior written authorization from the OWNER. C. ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in Article III, the CONSULTANT shall be paid based in accordance with the additional fee provided for in the additional Proposal. Payments for any authorized additional services shall be due and payable upon submission by the CONSULTANT, within thirty (30) days after receipt of the invoice by OWNER. Statements shall not be submitted more frequently than monthly. D. PAYMENT: If the OWNER fails to make undisputed payments due the CONSULTANT for services and expenses within thirty (30) days after receipt of the CONSULTANT's undisputed statement thereof, then Prompt Payment Act interest, as set forth in Chapter 2251 of the Texas Government Code, shall be paid on the amounts due the CONSULTANT. In addition, the CONSULTANT may, if it has not received payment by the thirty-first (315t) day after receipt of payment, after giving ten (10) days' written notice to the OWNER, suspend services under this Agreement until the CONSULTANT has been paid in fu11 all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the OWNER to pay prompt payment act interest if the OWNER has a bona fide dispute with the CONSULTANT concerning the payment or Page 3 if the OWNER reasonably determines that the work is unsatisfactory, in accordance with this Article V, "Compensation." ARTICLE VI OBSERVATION AND REVIEW OF THE WORK The CONSULTANT will exercise reasonable care and due diligence in discovering and promptly reporting to the OWNER any defects or deficiencies in the work of the CONSULTANT or any subcontractors or subconsultants. ARTICLE VII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the CONSULTANT (and CONSULTANT's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the OWNER upon the termination of this Agreement. The CONSULTANT is entitled to retain copies of all such documents. The documents prepared and furnished by the CONSULTANT are intended only to be applicable to this Project, and OWNER's use ofthese documents in other projects shall be at OWNER's sole risk and expense. In the event the OWNER uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONSULTANT is released from any and all liability relating to their use in that project. ARTICLE VIII INDEPENDENT CONTRACTOR CONSULTANT shall provide services to OWNER as an independent contractor, and not as an employee of the OWNER. CONSULTANT shall not have or claim any right arising from employee status. ARTICLE IX 1NDEMNITY AGREEMENT The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the OWNER, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. Page 4 ARTICLE X 1NSURANCE During the performance of the services under this Agreement, CONSULTANT shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Board or any successor agency, which company has a rating with Best Rate Carriers of at least "A-" or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than 1,000,000 for each occurrence and not less than $1,000,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than 100,000 in the aggregate. B. Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. C. Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. E. The CONSULTANT shall furnish insurance certificates or insurance policies at the OWNER's request to evidence such coverages. The insurance policies shall name the OWNER as an additional insured on a11 such policies where it is legally possible to do so excluding, however, Worker's Compensation Insurance and Professional Liability Insuarnce; and such policies shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days' prior written notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior to the effective date of the change or cancellation, provide to OWNER substitute policies or certificates evidencing the same required coverage. The CONSULTANTS' Comprehensive General Liability, Worker's Compensation, and Automobile Liability policies shall include a waiver of subrogation in favor ofthe OWNER. ARTICLE XI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to mediation. No mediation arising out of or relating to this Agreement may proceed without the agreement of both parties to submit the dispute to mediation. The location for the mediation shall be the City of Denton, Denton County, Texas unless a different location is agreed to by the parties. The costs of inediation sha11 be borne evenly by each party. Page 5 ARTICLE XII TERMINATION OF AGREEMENT A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days' advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, CONSULTANT shall immediately cease all services and shall render a final bill for services to the OWNER within thirty (30) days after the date of termination. The OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with Article V"Compensation." Should the OWNER subsequently contract with a new consultant for the continuation of services on the Project, CONSULTANT shall cooperate in providing information. The CONSULTANT shall turn over all documents prepared or furnished by CONSULTANT pursuant to this Agreement to the OWNER on or before the date of termination, but may maintain copies of such documents for its use. ARTICLE XIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the OWNER shall not constitute, nor be deemed a release of the responsibility and liability of the CONSULTANT, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their services or other work; nor shall such approval be deemed to be an assumption of such responsibility by the OWNER for any defect in the other work prepared by the CONSULTANT, its employees, subcontractors, agents, and consultants. CONSULTANT retains responsibility and liability at all times during this Agreement and after completion of this Agreement. CONTRACTORS maximum liability in relation to any and all claims arising from or related to the Services, this Agreement or a Work Order, whether such claims are based in negligence, professional negligence, any other tort, breach of contract, or any other claim, shall be an amount not greater than $1Million dollars ($1,000,000) for all losses, in the aggregate, howsoever caused. Except as expressly provided in this Agreement, this Agreement is intended to be solely for the benefit of the OWNER and CONTRACTOR and is not intended to and will not confer any rights or benefits on any person or entity not a signatory hereto. Page 6 ARTICLE XIV NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as ofthree (3) days' mailing: To CONSULTANT: PWR Solutions, Inc. Mandhir Sahni, PhD., Vice-President 2777 North Stexnmons Frwy. Dallas, Texas 75207-2277 To OWNER: City of Denton, Texas George C. Campbell, City Manager 215 East McKinney Street Denton, Texas 76201 and Chuck Sears Engineering Department Manager Denton Municipal Electric 1685 Spencer Road Denton, Texas 76205 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days' mailing. ARTICLE XV ENTIRE AGREEMENT This Agreement, consisting of 11 pages, plus the 35-page Proposal provided for above in II.A., constitutes the complete and final expression of the agreement of the parties, and is intended as a complete and exclusive statement of the terms of their agreements, and supersedes all prior contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof. ARTICLE XVI SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision. Page 7 ARTICLE XVII COMPLIANCE WITH LAWS The CONSULTANT and the OWNER shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended. ARTICLE XVIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONSULTANT shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or physical handicap. ARTICLE XIX PERSONNEL A. The CONSULTANT represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees ar officers of, nor have any contractual relations with the OWNER. CONSULTANT shall inform the OWNER immediately of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the CONSULTANT or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under Federal. State and locallaws to perform such services. C. In those instances deemed necessary by the OWNER, the CONSULTANT, its employees and/or its Sub-consultants shall be required to submit to background checks. ARTICLE XX AS SIGNABILITY The CONSULTANT shall not assign any of its scope of work under in this Agreement, and shall not transfer any of its scope of work under this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the OWNER. Should the CONSULTANT assign any part of the monies due under this Agreement, CONSULTANT is required to provide written notice of the same to OWNER. Any assignment of rnonies due under this Agreement shall not change any of the terms or conditions of this Agreement to include but not lirnited to the terms and conditions for payment under this Agreement. Page 8 ARTICLE XXI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modiiication is in writing and duly executed; and the parties further agree that the provisions ofthis section will not be waived unless as set forth herein. ARTICLE XXII MISCELLANEOUS A. The 35-page Proposal described in and referenced in II.A. herein is made a part of this Agreement: B. CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after the final payment or after final completion of all work required under this Agreement, whichever is longer, have access to and the right to examine any directly pertinent books, documents, papers, correspondence, to include e-mails, and records of the CONSULTANT involving transactions relating to this Agreement. CONSULTANT is required to maintain and make available all electronic records associated with this Agreement for purposes of examination. CONSULTANT agrees that OWNER shall have access during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section. OWNER shall give CONSULTANT reasonable advance notice of intended audits. C. Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton County, Texas. This Agreement shall be construed in accordance with the laws of the State of Texas. D. For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Dr. Mandhir Sahni. However, nothing herein shall limit CONSULTANT from using other qualified and competent members of its firm to perform the services required herein. CONSULTANT understands that OWNER is to be informed of the removal or loss of any of the key persons working under this Agreement. CONSULTANT also agrees to provide the OWNER with notice of the name(s) of who it intends to replace the key person. OWNER shall have a right to reject any replacement key person(s) and CONSULTANT agrees to name a replacement key person(s) acceptable to the OWNER. Page 9 E. CONSULTANT shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof. In accomplishing the projects, CONSULTANT shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the OWNER. F. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's disposal a11 available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONSULTANT to enter in or upon public and private property as required for the CONSULTANT to perform services under this Agreement. G. The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement. IN WITNESS HEREOF, the City of Denton, Texas has executed this Agreement by and through its duly authorized City Manager; and CONSULTANT has executed this Agreement by and through its duly authorized undersigned officer on this the ,j-f day of , 2013. ATTEST: CONSULTANT" PWR Solutions, INC. A Texas Corporation By: OWNER" CITY OF DENTON, TEXAS A Texas Municipal Corporation By: O GE C. CAMPBELL Page 10 CITY MANAGER ATTEST: JENNIFER WALTERS, CITY SECRETARY By: APPR ED AS O LEGAL FORM ANITA BURGESS, CITY ATTORNEY B 'LY• Page 11